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TERMS AND CONDITIONS FOR THE PROVISION, DELIVERY AND BILLING OFTELECOMMUNICATIONS SERVICES
Version 1.0 c
NeXT I.S. LIMITED
1. Pre-contractual notices
1.1 This agreement is an on-line agreement. You are therefore not required to sign and return it in order to be bound by its content. You are not obliged to accept this agreement. However, your attention is brought to Clause 5 below, which clearly defines the conditions under which this agreement between you and us shall commence and the duration of its term. If you have any queries relating to this agreement, then please contact us. Our contact details can be found on the web page www.nextreplay.co.uk.
This Contract supersedes all prior agreements, undertakings and representations between the parties and constitutes the entire agreement between the parties relating to its subject matter including existing services supplied (except that neither party excludes liability for any fraudulent pre-contractual misrepresentations on which the other party can be shown to have relied).
Any third party which is not a party to this Contract has no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this contract. In the event and to the extent of any conflict between the General Terms and the Order then these General Terms will take precedence
This Contract will commence on the date when both parties have executed the Order or the services are provided and used and will continue for the Committed Period and thereafter “Revised Term” until terminated in accordance with its terms.
1.2 From time to time we will update these terms and conditions. Each time we update them we will publish the updated version on our website page www.nextreplay.co.uk
1.3 We will inform you whenever changes occur via our monthly invoice to you, or within any subsequent order and if you do not write to us within Fourteen days of our notification, clearly stating which changes you do not accept. It will be assumed that you have seen our notification to you of the change(s) in our terms and conditions, read the latest version of them and, found them to be acceptable.
2. Definitions
In these conditions (unless the context otherwise requires) the "Act" means the Telecommunications Act 1984 and any amendments, modifications re-enactment or replacements of the Act that may be made from time to time. "We", “us" and “our" means NeXT I.S. Limited. and its successors in title and assigns from time to time. The "Contract" means the contract between you and us for the provision of Services. The "Hire Agreement" means the hire agreement for the hardware, (if any) made between the Customer and the Company of even date herewith. "You" and "your" means the person or firm with whom the Contract is made.
The "Services" means the telecommunications services to be supplied by us pursuant to the contract including any Network services i.e. Call Recording ,IVR, Call Queuing, Data Capture and associated NGN’s, call routing inbound and outbound, CPS IDA.
3. General
3.1 These conditions shall apply to the Contract and the provision of these conditions shall prevail unless expressly varied in writing and signed by a Director on our behalf. Where we specifically agree terms with you in writing those terms shall prevail over any conflicting terms in these conditions.
3.2 Any concession made or latitude allowed by us to you shall not affect our rights under the Contract.
3.3 In the event that a service(s) we have provided to you that were subject to a Contract is/are upgraded/enhanced or modified in any manner whatsoever, as a result of your request, then the terms and conditions of this contract shall incorporate all Hire Agreements and Service Agreements and supersedes the terms and conditions of the previous contract that you agreed to enter into and will invoke a 'new instance of our most recent terms and conditions and the commencement of a new Committed Period covering all services new and existing from that date'
4. The Services
4.1 We undertake to provide you with the Services in accordance with these conditions.
4.2 If appropriate, you authorise us, our agents, employees or other authorised personnel to reprogram and/or install access equipment, in order to provide the Services.
4.3 All times, dates and periods given for performance of the Services are in good faith, but without responsibility on our part.
4.4 You acknowledge that in order to avoid delays occurring in the ordering process we will need to be notified by British Telecommunications Group Plc., (hereinafter referred to as "BT") and/or any other of your existing incumbent(s) of any products or Services presently in use on your line(s) which are both compatible and incompatible with the Services BT and/or any other of your existing incumbent(s) provide to us. BT and/or any other of your existing incumbent(s) are under a strict duty not to disclose information about one of their customer's telecommunication services to a third party unless their customer has consented to such disclosure. Upon entering into this Contract you give consent to BT and/or any other of your existing incumbent(s) to disclose such information to us.
5. Length of the Contract
5.1 The Contract shall come into force on and with effect from the date of acceptance by us of your order and (unless otherwise agreed by us in writing) shall continue for the committed Period stated on the order or as agreed previously. If no Committed Period is stated in the Order this phrase Committed Period shall mean a minimum period of twelve calendar months. Committed Period Term is calculated from the commencement date as determined by this clause and thereafter on the expiry of the Committed Period (and at the expiry of every Revised Term) this agreement automatically renews. This automatic renewal reoccurs at the end the Committed Period and the end of each Revised Term, and therefore, is perpetual until this Agreement is validly terminated by us or by you. This automatic renewal is on the following basis:
a) If your original Committed Period was for less than one year, this Agreement renews for a further period equal to the original Committed Period (the Revised Term) which shall be calculated from the expiry of the original Committed Period or from the date of the Revised Term (as the case may be)
b) If your original Committed Period was for one year or more, this Agreement renews for a further period equal to the original Committed Period (the Revised Term) which shall be calculated from the expiry of the original Committed Period or from the date of the Revised Term (as the case may be)
c) Until Terminated in accordance with its terms.
5.2 When (at any time after you have entered into agreeing with our terms and conditions) you order additional services (NGN Numbers, Services , Hire Agreements, CPS routing IDA call routing, IVR, Modify Call Routing etc.) from us, upon the date that each of these new services are provided, each of them will invoke a 'new instance of our most recent terms and conditions and the commencement of a new Committed Period covering all services new and existing from that date' and thereafter on the expiry of the Committed Period (and at the expiry of every Revised Term) this agreement automatically renews. This automatic renewal reoccurs at the end the Committed Period and the end of each Revised Term, and therefore, is perpetual until this Agreement is validly terminated by us or by you see Clause 11
6. Your use of the Services
6.1 It is agreed by you that at any time we can change our preferred method of routing your telecommunications over the Services we have provided.
6.2 It is expressly agreed by you to not route any telecommunications material over the Services we have provided with any third party provider without our prior consent to you in writing.
6.3 You shall ensure that your telecommunications apparatus shall at all times conform to the relevant standard(s) (if any) under the Act and we shall not be under any obligation to connect or keep connected any of your apparatus if it does not conform or if in our reasonable opinion it is liable to cause death, personal injury or to impair the quality of any Services provided by us or to put us in breach of our obligations to any third party. You shall also comply with all relevant statutes, regulations or other regulations in force from time to time.
6.4 You undertake to use the Services in accordance with the Act, and any license granted there under.
6.5 You further undertake not to use the Services; as a means of communications for a purpose other than that for which the Services are provided; for the transmittance of any material which is defamatory, offensive or of an abusive or obscene or menacing character or is of a nature which when transmitted would constitute a criminal offence or which infringes the rights of any third party including but not limited to contractual rights and intellectual property rights; for any purpose which we may notify to you from time to time by reason of any relevant legislation which comes into force.
6.6 You shall indemnify us from all losses, fines, damages, claims, costs and expenses suffered or incurred by us arising from or in connection or in breach of any provision of the Contract including this Clause 6, and for all costs and expenses reasonably incurred by us in investigating and defending ourselves in relation to any such claims, proceedings or threatened proceedings.
6.7 you agree that you will not use the Services in a way which would:-
(a) contravene or cause us to contravene any Legislation;
(b) contravene our Acceptable Use Policy (where applicable);
(c) compromise the security of our Equipment or other systems, including by introducing viruses or failing to employ appropriate security procedures;
(d) enable or permit unauthorised access by you or third parties to data stored on our network;
(e) cause a degradation of service to any of our other customers;
(f) involve the sending of unsolicited marketing or advertising materials;
(g) result in the transmission or storage of any material of a pornographic, obscene, defamatory, menacing or offensive nature or which would result in the breach of any third party's intellectual property rights, confidential information or privacy;
(h) breach or cause us to breach any applicable data protection legislation including, but not limited to, the Data Protection Act 1998;
(i) exceed your Facility Limit or cause an overload of our network;
(j) lose or cause us to lose or breach or cause us to breach our Authorisation.
6.8 you will indemnify us against any claims, proceedings or threatened proceedings from third parties and against any loss or damage suffered by us arising from any breach of your obligations under this Contract, and for all costs and expenses reasonably incurred by us in investigating and defending ourselves in relation to any such claims, proceedings or threatened proceedings.
6.9 you will ensure that your usage of the Services does not exceed the Facility Limit or cause congestion or otherwise disrupt our network. You will give us not less than 5 days written notice of any advertising, promotion or other campaigns which may result in abnormal demands being placed on the network.
6.10 you are solely responsible for safeguarding your data by taking backup copies, maintaining a disaster recovery process and through any other means you believe appropriate.
6.11 To enable us to perform our obligations under this Contract, you will obtain all requisite licences, consents and permissions and permit or procure permission for us or our agents to have access to your premises and will provide such reasonable assistance and information as we request from time to time. We will routinely work during normal office hours. Any request by us to carry out work at other times may be refused by you. Any request by you that we carry out work at other times may be refused by us, but if accepted such work will be charged to you at our then current standard rates.
7. Our Access to your Premises
You shall permit or procure permission for us, our agents, employees and other persons authorised by us to have access to your premises in order that we can have access to any equipment that we have provided
8. Suspension of Service
8.1 In the event that you fail to pay for our Services within 14 days of the due date, we may at our sole discretion upon giving you written notice elect to suspend forthwith our Services until such time as all due payments have been received by us. NeXT I.S. LIMITED
8.2 In the event of suspension due to clause 8.1 you agree to pay, in advance of our Services being re-instated to you a "Pro Forma" invoice we shall issue to you for a value, equal to no more than three months average monthly billing for the Services; and an additional £30.00 re-connection administration charge. The amount you pay to us in respect of the "Pro Forma" invoice, less the re-connection administration charge will be held on account by us as a security bond, until such time as our telecommunication Services to you are de-provisioned and a final account has been reconciled by us.
9. Our Liability
9.1 In these Conditions we do not exclude or restrict our liability for death or personal injury resulting from our negligence of our employees while acting in the course of their employment insofar as the same is prohibited by the United Kingdom statute.
9.2 Nothing in these Conditions shall impose any liability upon us in respect of any non-performance of Services which are not performed in accordance with the Contract arising out of your own acts, omissions, negligence or default. We accept liability without limit for death or personal injury arising from our own negligence or for any fraudulent pre-contractual misrepresentation on which you can be shown to have relied.
9.3 Our liability to pay Service Credits in accordance with the Opal Telecom Service Credits Policy will be the maximum extent of our liability and your sole remedy for any Service Failures.
9.4 subject to Clauses 9.1 and 9.3, we are not liable to you whether under this Contract, tort (including negligence) or otherwise for direct or indirect loss of profits, anticipated profits, business, goodwill or anticipated savings, or for any indirect or consequential loss or damage including, but not limited to, claims against you from third parties and loss of or damage to your data even if such loss was reasonably foreseeable or we had been advised of the possibility of you incurring the loss.
9.5 subject to Clause 9.1, our liability to you in contract, tort (including negligence) or otherwise in relation to or arising out of this Contract is limited to the greater of£25,000 (twenty five thousand pounds) or 50% of the annual aggregate Charges arising under this Contract for all events, claims, losses however arising during the term of this Contract. Service Credits paid or credited by us to you will be taken into account for the purposes of calculating the limitation amounts set out in this Clause 9.
9.6 Except as expressly set out in this Contract and to the extent permissible by law all other warranties, terms and conditions whether express or implied by law, custom or otherwise are excluded.
9.7 We are not liable to you in contract or tort (including negligence) for any acts or omissions of you or any party other than us, including other providers of telecommunications, computers or other equipment or services including internet services.
9.8 Each provision of this Contract excluding or limiting our liability operates separately. If any provision of this Contract is held to be invalid in whole or part such provision will be deemed not to form a part of the Contract. In any event the enforceability of the remainder of the Contract will not be affected.
9.9 you must bring any legal proceedings against us arising from this Contract within 1 years from the date when you first become aware or ought reasonably to have become aware of the facts giving rise to the liability or alleged liability or within the relevant statutory limitation period whichever is the earlier.
9.10 Subject to Clause 9.9, no delay in enforcing any of the provisions of this Contract will affect or restrict either party's rights arising under this Contract. No waiver of any provision of this Contract will be effective unless made in writing.
10. Charges and Payment
10.1 You agree to pay for our Services by Direct Debit Mandate, within fourteen days of our invoice to be rendered once in each calendar month during the continuance of the contract.
10.2 If payment is not made by Direct Debit, we will levy a monthly administration charge of £25.00 against your account.
10.3 In the event that our monthly invoice to you is not paid prior to our next month's invoice to you, we shall change your call tariff rate to bill all your calls at BT's Standard "non-discounted" Retail tariff.
10.4 We are entitled (both before and after any judgment) to charge daily interest on amounts outstanding fourteen days after the due date of our invoice until payment is received, at a rate equal to five per cent above the base lending rate as is current at that time. Interest shall continue to accrue until payment is received in full.
10.5 In the event that a payment you make to us is either returned or rejected by your bankers, or forwarded by your bankers to a 3rd party banker for payment, we shall be entitled to levy a £50.00 administration charge against your account with us.
10.6 In the event you request your monthly invoice is posted to you in an envelope via the mail postal system, we shall be entitled to levy a £5.00 monthly administration charge against your account with us.
10.7 We shall be entitled to increase our charges at any time and shall give to you thirty days notice of any such increases, such increases shall take effect after the expiry of such notice.
10.8 you will pay us the Charges as specified in the Order or as subsequently notified to you in accordance with Clause 10.9. Charges will be payable with effect from the date that a Service or any part of a Service is first made available to you for commercial use.
10.9 we may change the Charges for any Service by giving you 30 days notice of such change. The revised Charges will apply to all Services provided after the effective date of the notice of change.
10.10 all Charges are stated exclusive of value added tax (VAT) or other applicable taxes. You will be responsible for paying VAT and other applicable taxes which will be included in our invoices at the applicable rate(s).
10.11 we will issue invoices for the Services in accordance with the payment terms specified in the Order.
10.11 where under this Contract a Service Credit or other sum of money becomes payable by us to you, we shall be entitled to deduct that sum from Charges due from you to us from time to time. We will show any such deductions as a credit in the invoice issued by us following the due date for payment of the sum owed by us to you.
10.12 where the Services comprises or includes services in respect of which rebates are payable by us to you ("Rebate Service"), we will notify you of the amount of rebate due for each calendar month or other applicable period within 15 days of the end of each billing period. It is then your responsibility to issue an invoice to us for payment of the rebate due. We will pay the rebate 45 days following the date of your invoice or (if later) within 7 days of the date of receipt by us of sums from British Telecommunications plc (or other relevant carrier) paid to us in respect of the applicable Service. You do not have the right to deduct rebates payable by us to you from the payment of Charges due from you to us
10.13 following a decision or request from ICSTIS relating to a Rebate Service, we may withhold from any rebate payable to you or demand payment by you of such sums as are sufficient to meet any fines, administrative charges or other sums payable by us to ICSTIS and to which ICSTIS claim entitlement under the ICSTIS Code.
10.14 where a network operator (including, without limitation, BT) withholds payment of any sum (in whole or in part) due to us in relation to a Rebate Service or subsequently claims repayment of any sum (in whole or in part) paid to us in relation to a Rebate Service, we may deduct from any rebate payable to you and keep or demand payment by you of a sum equal to the amount delayed, withheld or claimed until such network operator makes payment of the same in full to us.
11. Termination of the Contract
11.1 You may cancel any individual Service or this Contract by giving us a minimum of 90 days written notice of cancellation prior to the anniversary of the Committed Period or Revised Term
11.2 Subject to Clause 11.3, where you cancel a Service during the Committed Period for that Service or cancel the Contract during the Revised Term for any Service, you will pay the charges applicable to the unexpired portion of the Committed Period(s) you will pay the charges applicable to the unexpired portion of the Committed Period (s) or Revised Term (s) based on the previous 3 month billing This includes Call Charges and Rentals.
11.3 Where you cancel a Service or the Contract as a result of changes made to the Services by us unless expressly requested by you, and where the changes have a material adverse effect on your enjoyment of the relevant Services, and the original configuration cannot be re established, you will not be liable for any cancellation charges arising as a direct result of such cancellation, but you will remain liable to pay any charges due and payable.
11.4 We may suspend the provision of any Services if:
a) you fail to meet any of your obligations under this Contract including your obligations in relation to the Facility Limit and notice requirements concerning abnormal demands on our network;
b) we have reasonable cause to believe that you or any third party is acting in breach of the Acceptable Use Policy;
c) technical limitations exist or arise which make the provision of the Services impossible or materially limit the functionality or performance of the Services;
d) if and to the extent that in our opinion your conduct is likely to result in the breach of any law or is otherwise prejudicial to our interests;
e) necessary for operational reasons such as upgrades to the Services or regular or emergency maintenance; and
f) we are obliged to comply with any order, instruction or request of a competent governmental, regulatory or other authority. We will, where practical, give you notice of our intention to suspend the Services and, in relation to suspension for the reasons stated in Clauses 11.4 (c) - (f) above, will restore the Services as soon as we are reasonably able to do so. If we exercise our right to suspend the Services this will not restrict our rights to terminate the Contract.
11.5 It is agreed by you that until such time that we provide you with a "release conformation ", you will not be permitted to move the billing in respect of the access/rental charges and/or the call charges pertaining to any circuits or any telephone numbers that constitute a part of this contract, to the account of another company.
11.6 Upon notification by you to us that you wish to terminate the Contract, you agree to pay a "Pro Forma" invoice we shall issue to you for a value equal to no more than one month’s average monthly billing for the Services based on the previous 3 months billing. The amount you pay to us in respect of the "Pro Forma" invoice will be held on account by us until such time as your telecommunications activities are de- provisioned from the Services. A final account will be reconciled by us and any funds due to you will be refunded within thirty days from the date we calculate your final account.
11.7 Prior to us agreeing to termination of the Contract, you agree to settle your account with us in full and either return any hardware that has been installed and not been paid for in full or pay for the cost of that hardware.
11.8 It is agreed by you that you will underwrite any costs incurred in de-provisioning our Services to you.
12. Matters beyond reasonable control
Neither party shall be liable to the other for any loss or damage which may be suffered by the other due to any cause beyond its reasonable control including without limitation an act of God, inclement, weather, failure or shortage of power supplies, flood, drought, lightning or fire strike, lock out, trade dispute or labour disturbances, any act or omission of Government, highways authorities, other public telecommunication operations or other competent authority.
13. Limitation of Liability
13.1 Our aggregate liability (whether in contract or for negligence or breach of statutory duty or otherwise howsoever) to you for any loss or damage of whatsoever nature and howsoever caused, shall be limited to and in no circumstances shall exceed a sum equal to one month's billing for the Services by us to you based on the average billing for the Services by us to you over the previous three months.
13.2 Neither party shall be liable for any costs, claims, damages or expenses arising out of negligence or out of breach of contract or statutory duty calculated by the others loss of profits or income production or by reference to the accrual or any such costs, claims, damages or expenses on a time basis.
13.3 Neither party shall be liable for any costs, claims, damages or expenses arising out of negligence or out of breach of contract or statutory duty calculated by reference to any loss, anticipated savings or profits whatsoever, as a result of the corruption or destruction of data.
14. Confidentiality
14.1Neither party will disclose to any third party without the prior written consent of the other party any confidential information which is received from the other party as a result of this Contract. Both parties agree that any confidential information received from the other party will only be used for the purposes of providing or receiving services. These restrictions will not apply to any information which:
a) is or becomes generally available to the public other than as a result of a breach of an obligation under this Clause 14; or
b) is acquired from a third party who owes no obligation of confidence in respect of the information; or
c) is or has been independently developed by the recipient.
14.2 notwithstanding Clause 14.1, we will be entitled to disclose your confidential information to a third party to the extent that this is required by any court of competent jurisdiction or by a governmental or regulatory authority, or where there is a legal right, duty or requirement to disclose such confidential information.
14.3 neither party shall, whilst the Contract is in force or for a period of 1 year thereafter, shall disclose any of the other's commercial or technical activities, designs or policies except insofar as is strictly necessary for fulfilling its obligations hereunder and except for a disclosure required by statute or law and save for information which is or subsequently enters the public domain.
15. Assignment and sub-contracting
15.1 we may assign, sub-contract or otherwise transfer this Contract or any part of it to any third party in our absolute discretion.
15.2 you may not assign, sub-licence or otherwise transfer this Contract or any of your rights or obligations arising under it without our written consent.
16. General
16.1 The Contract represents the entire understanding between you in relation to the subject matter hereof and supersedes all other agreements and representations made either by you or us, whether oral or written and the Contract may only be modified if such modifications are in writing and signed by a duly authorised representative of each of you and us.
16.2 The Contract shall be governed by and constructed and interpreted in accordance with English laws and the parties hereby submit to the non-exclusive jurisdiction of the English Courts of Law.
17. Replay Storage / Media Storage
17.1 On termination of the contract the Media Storage (NeXT Replay call recordings) may be either a) deleted (at your request in writing)
b) retained within the network for customer access and charged at the agreed rate.
17.2 There is no standard provision for bulk download of the media or transfer of the recordings.
17.3 All data storage will remain with us until you request all data to be removed either after an agreed duration or deleted in full. All storage will remain accessible to you so long as:
a) you continue to pay us for all associated monthly storage costs
b) you request at cost to you the removal and transfer to you of all data to an alternative agreed media storage system.
17.4 Agreement to transfer to you all recorded data to alternative agreed media storage is at cost to you is subject to written acceptance of all costs and charges as provided by us. Timescales and chosen media to facilitate this task will be in line with the Opal Telecom Limited process for the migration of Replay Recorded data.
Note: You agree that there is no Reseller to Reseller, Network to Network transfer of services and or recordings
17.5 Agreement by us to undertake the transfer of data by no means confirms that after such request has been submitted these works shall be completed within our terms We are not liable to you whether under this Contract, tort (including negligence) or otherwise for direct or indirect loss of profits, anticipated profits, business, goodwill or anticipated savings, or for any indirect or consequential loss or damage including, but not limited to, claims against you from third parties and loss of or damage to your data even if such loss was reasonably foreseeable or we had been advised of the possibility of you incurring the loss however caused to the loss or corruption of this data. On formal acceptance in writing by you confirming the integrity of the transferred data, instruction by will be given to Opal Telecom Limited to destroy all remaining stored data. Once all stored data is removed storage charges to you will no longer accrue.
18. Allocation and Use of Telephone Numbers and Services
18.1 where we allocate you any telephone numbers, codes or Services, you acknowledge that you will not acquire any legal, equitable or other rights in relation to any services, numbers or codes. We may on giving you notice withdraw or change any such services, numbers or codes. You may not sell or transfer or seek to sell or transfer any services, numbers or codes allocated by us. You may port numbers to us from other carriers with whom we have porting agreements, and you agree that NeXT I.S. Limited cannot be held responsible for any charges arising from porting of these numbers.
18.2 you may port numbers to other carriers with whom we have porting agreements only on written agreement and in line with the Committed Period and or Revised period in line with Clause 5 and you agree that all services associated or applied to these numbers will be terminated in full as part of the porting process excluding clause 17.1 b)
18.3 all intellectual property rights or other rights in any services, numbers or codes allocated by us shall at all times, as between ourselves and you, remain vested in us.
19. Use and Disclosure of Information
19.1 We may use any information supplied by you to us to search the files of credit reference agencies which will keep a record of that search. We may also carry out identity and anti-fraud checks with fraud prevention agencies if you give false or inaccurate information to us and we suspect fraud, we will record this. Details of how you conduct your account may also be disclosed to those agencies. The information may be used by us and other parties in assessing applications for and making decisions about credit, credit related services and insurance from you and for debt tracing, debt recovery, credit management and crime, fraud and money laundering detections and prevention. Information may be used by us and other parties for checking your identity, statistical analysis about credit, insurance, fraud and to manage account and insurance policies. We may also perform subsequent searches for the purpose of risk assessment, debt collection and fraud prevention with one or more credit reference agencies and/or fraud prevention agencies whilst you retain a financial obligation to us.
19.2 You authorise us to use and disclose, in the UK and abroad, information about you and your use of the Services and how you conduct your account for the purposes of operating the account and providing you with the Services or as required by law to Associated Companies, partners or agents, any telecommunications company, debt collection agency or credit reference agency, fraud prevention agency and other users of these agencies who may use this information for the same purpose as us. You agree to this information being used by us for credit control purposes and fraud and crime detection and prevention. You can obtain further details from public registration held by the Information Commissioner. We may also disclose any information about you or your use of Services in order to assist the investigation of any criminal offence, any offence under the Data Protection Act or any offence or contravention of the Legislation to the police, the Information Commissioner, ICSTIS, OFCOM and/or any other relevant organisations.
20. Customer equipment
20.1 except as expressly set out in this Contract, you will be responsible for providing all necessary hardware, software, network facilities and telecommunications services to access and make use of the Services provided by us.
20.2 you will ensure that your telecommunications equipment conforms at all times with the Legislation. We will not be under any obligation to connect or keep connected any Customer Equipment if it does not so conform or if in our reasonable opinion it is liable to cause death, personal injury or damage to property or to impair the quality of the Services provided by us or to cause us to lose our Authorisation or to put us in breach of our obligations to any third party.
20.3 where Customer Equipment is located at a Nominated site you will remain fully responsible for the risk to the Customer Equipment. You undertake to obtain and maintain the following insurance in respect of the Customer Equipment:-
a) cover in an amount equal to the full replacement value of the Customer Equipment against fire, theft, accidental damage and all other risks; and
b) public liability insurance with cover in an amount not less than £10,000,000 per annum.
20.4 On request you will provide us with certificates of cover in respect of the required insurance and evidence of payment of premiums.
20.5 you are responsible for:-
a) ensuring that the Customer Equipment meets the minimum technical specifications as notified by us required to be compatible with the Services;
b) ensuring that the Customer Equipment is supplied and maintained in a safe condition, in good working order and that it complies with all applicable legislation or regulations;
c) obtaining all required licenses or other consents to enable us to have access to and use of the Customer Equipment for the purpose of providing the Services including, but not limited to, any license rights in respect of software which forms a part of the Customer Equipment. You are solely responsible for any costs associated with obtaining such licenses and consents; and
d) delivering the Customer Equipment to the Nominated site prior to the Start Date and promptly removing it from the Nominated site on the termination of this Contract. You are solely responsible for transportation, installation and de-installation costs associated with the Customer Equipment.
20.6 we have a lien over any Customer Equipment to secure all sums due and unpaid under this Contract and you will not be entitled to remove the Customer Equipment from the Nominated site unless and until we have received all outstanding sums owing to us.
20.7 We reserve the right to relocate the Customer Equipment to an alternative Nominated site on giving you reasonable notice.
20.8 you will indemnify us against any claims, proceedings or threatened proceedings from third parties and against any loss or damage suffered by us arising from our possession or use of the Customer Equipment or from the location of the Customer Equipment at the Nominated site, and for all costs and expenses reasonably incurred by us in investigating and defending ourselves in relation to any such claims, proceedings or threatened proceedings.