TERMS AND CONDITIONS
Centric Communications LTD, and/or its affiliates (hereinafter “Centric Communications”) operates and owns
this web site (hereinafter – the “Site”).
PLEASE READ THE FOLLOWING TERMS AND CONDITIONS (hereinafter – “AGREEMENT”) CAREFULLY BEFORE
USING THIS SITE. BY ACCESSING, BROWSING AND/OR USING THE SITE, YOU ACCEPT AND AGREE WITHOUT
ANY LIMITATION OR QUALIFICATION TO BE LEGALLY BOUND BY ALL OF THE FOLLOWING TERMS, CONDITIONS
AND NOTICES CONTAINED OR REFERENCED HEREIN:
1. BASIS OF CONTRACT
1.1 The sending of the Order Form by Centric Communications Ltd to the customer constitutes an offer
by Centric Communications Ltd to the Customer to provide services and/or Equipment in accordance
with these conditions, the Order and any service specific conditions (“the Offer”). The Offer may be
withdrawn at any point by Centric Communications Ltd prior to it being accepted by the Customer.
1.2 The offer shall be accepted and the Contract shall be formed and come into existence at the
point when Centric Communications receives the Order Form, either electronically or
physically, duly signed (either electronically or physically) by or on behalf of the Customer at
which point and on which date the Contract shall come into existence (subject where
applicable to clauses 4.1, 5.6, 6.6 and 7.5). If Centric Communications Ltd has not received
the Order Form duly signed for or on behalf of the Customer within [30 days] from the date
on which it is sent to by Centric Communications Ltd to the Customer the offer to contract
with the Customer shall be deemed to have been withdrawn unless otherwise agreed
between Centric Communications Ltd and the Customer.
1.3 To the extent that there is any failure or delay by Centric Communications Ltd to supply one
of the Services, that shall not entitle the Customer to terminate the Contract for the supply of
any other Service or Services as the case may be (if any).
2. BASIS OF CONTRACT
2.1 Centric Communications Ltd shall supply the Services to the Customer in accordance with
the Contract in all material respects. In the event that the Order Form specifies:
a. the supply by Centric Communications Ltd to the Customer of Equipment and Installation
Services and/ or Maintenance Services, clause 4 of these Conditions shall also apply to
the Contract;
b. the supply by Centric Communications Ltd to the Customer of Fixed Network Services,
clause 5 of these Conditions shall also apply to the Contract;
c. the supply by Centric Communications Ltd to the Customer of Data Services, clause 6 of
these Conditions shall also apply to the Contract; and
2.2 Centric Communications Ltd shall use all reasonable endeavours to deliver any Services
on or by any date or dates specified in the Order Form, but any such dates shall be
estimates or for guidance only and time shall not be of the essence for the performance of
the Services.
2.3 Centric Communications Ltd shall have the right to make any changes to any Services
which are necessary to comply with any applicable law or safety requirement, or which do
not materially affect the nature or quality of the relevant Services. Centric Communications
Ltd shall notify the Customer in writing or by email of any such change.
2.4 Centric Communications Ltd warrants to the Customer that the relevant Services will be
provided using reasonable care and skill, subject to clauses 4, 5, 6 and 7 of these
Conditions.
3. TERMS APPLICABLE TO FIXED NETWORK SERVICES
3.1 Subject to clause 2.2 and clause 5.5, the supply of the Fixed Network Services shall
commence on the Commencement Date and shall continue for the Minimum Term.
3.2 Subject to clause 5, the Fixed Network Services Contract shall automatically extend for
five years (Extended Term) at the end of the Minimum Term and at the end of each
Extended Term. A party may give notice in writing or email (accounts@ytl.uk.com ) to the
other party no later than 90 days before the end of the Minimum Term or the relevant
Extended Term to terminate the Fixed Network Services Contract at the end of the Minimum
Term or the relevant Extended Term, as the case may be.
3.3 Where the Customer is a Small Business Customer, the Customer may terminate the
Fixed Network Services Contract by giving not less than 90 days’ notice in writing to Centric
Communications Ltd, such notice to expire no earlier than the end of the Minimum Term.
4. TERMS APPLICABLE TO DATA SERVICES
4.1 Subject to clause 6, the supply of the Data Services shall commence on the
Commencement Date and shall continue for the Minimum Term.
4.2 Subject to the remaining provisions of this clause if the Commencement Date for the
provision of Data Services has not occurred prior to the first anniversary of the Contract
Date for the Data Services then the Contract in respect thereof shall be deemed to have
terminated.
4.3 Subject to clause 6.5 the Data Services Contract shall automatically extend for three
years (Extended Term) at the end of the Minimum Term and at the end of each Extended
Term. Either party may give notice in writing to the other party no later than 90 days before
the end of the Minimum Term or of the end of the relevant Extended Term, to terminate the
Data Services Contract at the end of the Minimum Term or the relevant Extended Term, as
the case may be.
4.4 Where the Customer is a Small Business Customer, the Customer may terminate the
Data Services Contract by giving not less than 90 days’ notice in writing to Centric
Communications Ltd, such notice to expire no earlier than the end of the Minimum Term.
5. CUSTOMER'S GENERAL OBLIGATIONS AND TERMS APPLICABLE TO ALL
SERVICES
5.1 In relation to the Services, the Customer:
a. shall ensure that the terms of the Order and any information it provides in the
Specification are complete and accurate;
b. shall co-operate with Centric Communications Ltd in all matters relating to the relevant
Services;
c. shall provide Centric Communications Ltd, its employees, agents, consultants and
subcontractors, with access to the Customer's premises, office accommodation and
other facilities as reasonably required by Centric Communications Ltd;
d. shall provide Centric Communications Ltd with such information and materials as Centric
Communications Ltd may reasonably require in order to supply the relevant Services
and/or Equipment, and ensure that such information is accurate in all material respects;
e. shall prepare its premises for the supply of the relevant Services (where applicable);
f. shall obtain and maintain all necessary licenses, permissions and consents which may
be required before the date on which the Services are to start (where applicable);
g. agrees that Centric Communications Ltd may from time-to-time monitor or record calls
made to Centric Communications Ltd or by Centric Communications Ltd to improve
customer service, for training or for marketing purposes;
h. agrees that Centric Communications Ltd shall not be liable or responsible for any failure
or delay in the Services due to or in connection with any third-party infrastructure
applicable to the supply of any Services;
i. All services on the Customer account and on this new order shall also be extended until
the minimum term of the additional services has been served.
6. CHARGES AND PAYMENT FOR SERVICES
6.1 The Charges for the Services and/or the Equipment shall be charged to and payable by the
Customer in accordance with this clause 9 and in the case of Data Services and Fixed
Network Services in accordance with this clause 9 and clause 10.
6.2 The Charges for the Equipment and Installation Services shall be as specified in the Order
Form and calculated in accordance with these Conditions. Except as otherwise specified in
the Order Form, Charges for Equipment and Installation Services shall be payable on
Delivery.
6.3 The Customer shall pay any deposit specified in the Order Form within seven days of
submitting the Order Form to Centric Communications Ltd.
6.4 The Charges for the Maintenance Services shall be as specified in the Order Form and
calculated in accordance with these Conditions. Except as otherwise specified in the Order
Form, Charges for Maintenance Services shall be payable annually in advance with the first
payment due on the Commencement Date, and continuing to be payable thereafter on each
anniversary of the Commencement Date.
6.5 Centric Communications Ltd reserves the right to make additional charges for paper billing,
late payment, reconnection, non-direct debit payment methods and incorrect fault reporting
by the Customer. Such charges will be to the value that is deemed reasonable by Centric
Communications Ltd.
7. ADDITIONAL TERMS RELATING TO CHARGES FOR DATA SERVICES AND FIXED
NETWORK SERVICES
7.1 The Charges for the Fixed Network Services and the Data Services shall be as
detailed in the Order Form (subject always to clause 9.7) and as otherwise determined in
accordance with the Contract.
7.2 Charges for line rental are payable from the Handover Date monthly in advance by
direct debit, or such other method as is specified in the Order.
7.3 The Customer shall pay for all Charges for calls whether made by the Customer or
any third party. Subject to clause 10.4, Centric Communications Ltd shall invoice the
Customer monthly in arrears for all call Charges and the Customer shall pay such invoice
within 14 days of the date of the relevant invoice by direct debit.
7.4 Notwithstanding clause 10.2 and clause 10.3, Centric Communications Ltd reserves
the right to invoice the customer for Charges at any time.
7.5 If Centric Communications Ltd supplies the Customer with any temporary Data
Services and/or Fixed Network Services, it may charge the Customer in advance for the
whole period during which the temporary services are to be provided.
7.6 Centric Communications Ltd shall have the right to charge a minimum fee for calls of
not less than £10 plus VAT per month in the event that the Customer’s call charges do not
exceed this sum in any month.
8. CONFIDENTIALITY AND DATA PROTECTION
A party (receiving party) shall keep in strict confidence all technical or commercial know-how,
specifications, or initiatives which are of a confidential nature and have been disclosed to the receiving
party by the other party (disclosing party), its employees, agents or subcontractors, and any other
confidential information concerning the disclosing party's business, its products and services which
the receiving party may obtain. The receiving party may disclose such of the disclosing party's
confidential information as is required to be disclosed by law, any governmental or regulatory
authority or by a court of competent jurisdiction. This clause 11 shall survive termination of the
Contract.
9. LIMITATION OF LIABILITY
9.1 Nothing in the Contract shall limit or exclude Centric Communications Ltd liability for:
a. death or personal injury caused by its negligence, or the negligence of its employees,
agents or subcontractors;
b. fraud or fraudulent misrepresentation by Centric Communications Ltd; or
c. breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982
(title and quiet possession).
9.2 Subject to clause 12.1, Centric Communications Ltd shall not be liable to the Customer,
whether in contract, tort (including negligence), for breach of statutory duty, or otherwise,
arising under or in connection with the Contract for:
(a) loss of profits;
(b) loss of sales or business;
(c) loss of agreements or contracts;
(d) loss of anticipated savings;
(e) loss of or damage to goodwill;
(f) loss of use or corruption of software, data or information;
(g) any indirect or consequential loss.
9.3 Subject to clause 12.1 and clause 12.2, Centric Communications Ltd total liability to the
Customer, whether in contract, tort (including negligence), for breach of statutory duty, or
otherwise, arising under or in connection with this agreement shall, in respect of all claims
(connected or unconnected) in any consecutive 12 (twelve) month period, be limited to the
equivalent of the total Charges paid by the Customer in that period for the Equipment and/or
the relevant Service in respect of which the claim arose.
10. TERMINATION
10.1 Without limiting its other rights or remedies, Centric Communications Ltd may terminate the
Contract (in whole or in part) without further liability to the Customer by giving the Customer
not less than 14 days written or email notice.
10.2 Without limiting its other rights or remedies, Centric Communications Ltd may terminate the
Contract (in whole or in part) with immediate effect by giving written notice to the Customer
for whatever reason.
10.3 Without limiting its other rights or remedies, Centric Communications Ltd may terminate
the Contract (in whole or in part) with immediate effect by giving written notice to the
Customer if the Customer fails to pay any amount due under the Contract on the due date
for payment and fails to pay all outstanding amounts within 30 Business Days after being
notified in writing to do so.
10.4 Without limiting its other rights or remedies, Centric Communications Ltd may suspend
provision of the Services under the Contract or any other contract between the Customer
and YTL if the Customer becomes subject to any of the events listed in clause 13.2(b) to
clause 13.2(m), or Centric Communications Ltd reasonably believes that the Customer is
about to become subject to any of them, or if the Customer fails to pay any amount due
under this Contract on the due date for payment.
11. CONSEQUENCES OF TERMINATION
11.1 On termination of the Contract for any reason:
a. the Customer shall immediately pay to Centric Communications Ltd all of Centric
Communications Ltd outstanding unpaid invoices and interest and, in respect of
Services supplied but for which no invoice has been submitted, Centric
Communications Ltd shall submit an invoice, which shall be payable by the Customer
immediately on receipt;
b. the Customer shall return any Equipment which has not been fully paid for. If the
Customer fails to do so, then Centric Communications Ltd may enter the Customer's
premises and take possession of the Equipment. Until it has been returned, the
Customer shall be solely responsible for the safe keeping of such Equipment and will
not use it for any purpose not connected with the Contract;
c. the accrued rights, remedies, obligations and liabilities of the parties as at expiry or
termination of the Contract shall be unaffected, including the right to claim damages in
respect of any breach of the Contract which existed at or before the date of termination
or expiry; and
d. clauses which expressly or by implication survive termination shall continue in full force
and effect.
12. FORCE MAJEURE
For the purposes of this Contract, Force Majeure Event means an event beyond the reasonable
control of Centric Communications Ltd including but not limited to strikes, lock-outs or other industrial
disputes (whether involving the workforce of Centric Communications Ltd or otherwise), failure of a
utility service (including without limitation street cabling, network or infrastructure failure or fault),
failure of a transport network, act of God, war, riot, civil commotion, malicious damage, compliance
with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or
machinery, fire, flood, storm or default of suppliers, subcontractors or utility suppliers.
13. GENERAL
13.1 Assignment and other dealings:
a. Centric Communications Ltd may at any time assign, transfer, mortgage, charge,
subcontract or deal in any other manner with all or any of its rights under the Contract (in
whole or in part) and may subcontract or delegate in any manner any or all of its obligations
under the Contract to any third party or agent.
b. The Customer shall not, without the prior written consent of Centric Communications Ltd,
assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other
manner with any or all of its rights or obligations under the Contract.
13.2 Notices:
(a) Any notice or other communication given to a party under or in connection with the Contract shall
be in writing, addressed to that party at its registered office (if it is a company) or its principal place of
business (in any other case) or such other address as that party may have specified to the other party
in writing in accordance with this clause, and shall be delivered personally, sent by pre-paid first class
post or other next working day delivery service, commercial courier, or e- mail. (Emails to Centric
Communications Ltd must be sent to cex@centriccommunications.co.uk).
1.4. Severance:
If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall
be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such
modification is not possible, the relevant provision or part- provision shall be deemed deleted. Any
modification to or deletion of a provision or part-provision under this clause shall not affect the validity
and enforceability of the rest of the Contract.
1.2 Waiver:
A waiver of any right under the Contract or law is only effective if it is in writing and shall not be
deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising
any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other
right or remedy, nor shall it prevent or restrict its further exercise of that or any other right or remedy.
No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that
or any other right or remedy.
1.3 No partnership or agency: Nothing in the Contract is intended to, or shall be deemed to,
establish any partnership or joint venture between the parties, nor constitute either party the agent of
the other for any purpose. Neither party shall have authority to act as agent for, or to bind, the other
party in any way.
1.4 Third parties: A person who is not a party to the Contract shall not have any rights to enforce its
terms.
1.5 Variation: Except as set out in these Conditions, no variation of the Contract, including the
introduction of any additional terms and conditions, shall be effective unless it is agreed in writing and
signed by Centric Communications Ltd reserves the right to make changes to these Conditions from
time to time.
1.6 Information about Centric Communications Ltd operates the website
www.centriccommunications.co.uk. Centric Communications Ltd is a company registered in England
and Wales under company number 13939462 with its registered office at Thursby House, 1 Thursby
Road, Bromborough, Wirral CH63 3PW. Centric Communications Ltd VAT number is 412 1929 23.
Please refer to Centric Communications Ltd website at www.centriccommunications.co.uk for
information about how to contact us.
1.7 Dispute resolution: The Customer must notify any complaints or disputes to Centric
Communications Ltd in accordance with its Complaints and Dispute Resolution Procedure available at
www.centriccommunications.co.uk. to Centric Communications Ltd shall use reasonable endeavours to
resolve any complaint or dispute. Further information concerning the Customer’s rights in relation to
any dispute or complaint are specified in the Complaints and Dispute Resolution Procedure.
1.8 Governing law: The Contract, and any dispute or claim arising out of or in connection with it or
its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and
construed in accordance with the law of England and Wales.
1.9 Jurisdiction: Each party irrevocably agrees that the courts of England and Wales shall have
exclusive jurisdiction to settle any dispute or claim arising out of or in connection with the Contract or its
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