In this agreement the following terms have the following meanings:
1.1 ‘Services’ the service or services specified overleaf which Matrix Platinum (‘Matrix Platinum’) agrees to provide for its customer.
1.2 ‘Customer’ the individual, company or Organisation named overleaf who agree to use the service or services of Matrix Platinum specified overleaf on the terms set out in this agreement or as notified by Matrix Platinum to the customer from time to time.
1.3 ‘Term’ for the purposes of this agreement the term shall commence on the date of this agreement and shall continue (subject to clause 6) unless terminated by either party giving to the other not less than 3 month’s written notice by recorded delivery after the contract term has expired for any other services included on this agreement and for any services added to the monthly invoice from time to time at the customer’s request
1.4 ‘FLSA’ means Fixed Line Service Agreement
1.5 ‘CPS’ means Carrier Pre Select
1.6 ‘WLR’ means Wholesale Line Rental
2. OBLIGATIONS OF MATRIX PLATINUM
2.1 Matrix Platinum agrees to provide and the Customer agrees to accept provision of the services requested overleaf on the basis of the service option indicated overleaf and further detailed: Platinum Service Options, Reduced Cost Landline Calls. One Bill for installation, rentals, calls and line maintenance. Platinum level project management service for new line installations, line relocations and line re-allocations. Matrix Platinum will take responsibility for dealing with line fault enquiries on the customer’s behalf. 5 year contract term, Saving of 20% on BT Standard Installation Charges and BT Standard Line, Single point access through Matrix Platinum for line fault enquiries and installations. Fixed monthly rental fee for the contract term enabling customer accurate budgeting and forecasting. Web-based billing access.
Gold Service Options As above except: Reduced Cost Landlines Calls Gold level project management service for new line installations, Line relocations and line re-allocations. 3 year contract term Saving of 12% on BT Standard Installation Charges and BT Standard Line Rental outlined overleaf. Silver Service Option Reduced Cost Landline Calls Silver level project management service for new line installations, Line relocations and line re-allocations. 2 year contract term Saving of 5% on BT Standard Installation Charges and BT Standard Line Rental outlined overleaf.
2.2 Matrix Platinum will use all reasonable endeavours to commence delivery of the service or services on the estimated installation date. Any date specified shall not be a contractual delivery date but an estimated date only. Matrix Platinum accepts no responsibility for failure to meet the agreed delivery date. However, the customer may elect in writing within 7 days to with draw from the contract (with no liability on either side) if, through no fault of its own, provision of services has not commenced within 90 days of such an estimated date.
2.3 Matrix Platinum or their appointed agents will carry out the work required to install the service or services during normal working hours. At the customers request Matrix Platinum may agree to install the service or services during normal working hours. At the customers request Matrix Platinum may agree to install the service or services outside normal working hours in which case the customer shall pay Matrix Platinum’s reasonable out of hours charges for complying with such a request.
2.4 Subject always to the provisions of clause 7, Matrix Platinum undertakes to take reasonable care in the installation, operation and maintenance of the service or services to the customer. Upon notification of a fault by the customer. Matrix Platinum undertakes to use its best endeavours during normal working hours to rectify such faults provided that the fault has arisen from normal and proper use of services and any related equipment.
2.5 Matrix Platinum reserves the right to charge the customer at their then standard rates from time to time (or if there is no such rate, then at a reasonable rate) for any attendance or work carried out which in Matrix Platinum’s reason able opinion is unnecessary or is caused by improper use of services and any related equipment or damage to the related equipment.
3.THE CUSTOMER OBLIGTIONS
3.1 The customer shall be responsible for the safe and proper use of the equipment related to the provision of the services following installation,
3.2 The Customer shall notify Matrix Platinum immediately of any theft, loss or damage to the equipment or breakdown or fault in the service or services.
3.3 The customer shall permit Matrix Platinum or any person authorised by Matrix Platinum to have reasonable access to the customers premises and service connection points and provide such reasonable assistance as requested by Matrix Platinum to enable them to carry out their obligations under this agreement.
4.1 Matrix Platinum shall charge for the services in accordance with the agreed and quoted tariff. Matrix Platinum reserves the right to vary such tariff from time to time provided that the customer shall be notified in writing at least one month in advance of any variation taking effect and providing that the same does not conflict with the terms of the applicable service option.
4.2 All prices quoted or displayed on a tariff sheet or other charges made by Matrix Platinum under this agreement are subject to VAT at the prevailing rate.
4.3 Matrix Platinum will invoice the customer monthly for all charges due under this agreement. Payments of invoice will be collected by Direct Debit Mandate 14 days from invoice date unless specific terms to the contrary are agreed and authorised in writing by a Director of Matrix Platinum.
4.4 Matrix Platinum reserves the right to charge daily interest on amounts outstanding 14 days after invoice until payment is received at a rate equal to 2% per annum above the Royal Bank of Scotland Plc base rate from time to time in force whether before or after judgment.
4.5 All sums due under agreement shall be paid in full without any set off whatsoever.
4.6 In the absence of obvious error, all charges payable under this agreement shall be calculated by reference to data recorded or logged by Matrix Platinum and not that of the customers.
5. SUSPENSION OF SERVICE OR SERVICES/TERMINATION
5.1 Matrix Platinum reserve the right to suspend forthwith the provision of service until further notice without liability to the customer on notifying the customer either orally (confirming such notification in writing) or in writing in the event that:
5.1.1 The custom is in breach of any material term of this agreement or
5.1.2 Matrix Platinum is obliged to comply with an order of any relevant authority to suspend services.
5.2 The customer shall reimburse Matrix Platinum for all reasonable costs and expenses by the implementation of such suspension and/or the recommendations of the provision of the service or services appropriate. This shall not apply where the suspension is implemented other wise than as a consequence of breach, fault or omission of the customer.
5.3 Either party may terminate this agreement forthwith in the event that an interim order is applied for or made, or a voluntary arrangement approved, or if a petition for a bankruptcy order is made against the other party or is a receiver or trustee in bankruptcy is appointment of the other party’s estate or a voluntary agreement is proposed or approved or an administration is made, or a receiver is appointed of any of the other party’s assets or undertakings or a winding up resolution or petition is passed or presented (other than for the purposes of reconstruction or amalgamation) or if any circumstances arise which entitle the court or creditor to appoint a receiver, administrative receiver, or administrator or to present a winding up order.
5.4 Either party may terminate this agreement in accordance with clause 1.3.
5.5 Upon termination the customer acknowledges that it shall have no license, right, title or interest to any Non geographic numbers or lines or services provided by Matrix Platinum.
5.6 At the end of the contract if the customer wishes to move its products or services to an alternative supplier this may incur additional charges from our suppliers and additional administration charges from Matrix which the customer will be liable for.
6. EARLY TERMINATION (please read carefully)
6.1 If you cancel or without cause terminate the Agreement (either in its entirely or in relation only to WLR) prior to expiry of the relevant Minimum Period or if Matrix Platinum terminates the Agreement (either in its entirety or in relation only to WLR) due to you default, no refunds of any changes paid in advance shall be made by Matrix Platinum. Furthermore Matrix Platinum shall be entitled to invoice you and you shall pay Matrix Platinum.
6.1.1 Any changes due but unpaid at such date cancellation or termination; and
6.1.2 Where CPS is provided, the greater of the sums representing either:
- the estimated or minimum call spend (if any) set out overleaf LESS the amount of the total amount received from you by Matrix Platinum in respect of the provision of the services; or
- the average monthly call charges for the previous three calendar months multiplied by the number of months outstanding of the CPS minimum period, or where there is no such 3 months period, such amount as Matrix Platinum reasonably determines based on usage data; and
6.1.3 Where WLR is provided
- an amount equal to Line Rental payable for the contract terms LESS the amount of Line Rental already paid by you; and
- the average monthly call charges for the previous three calendar months outstanding of the WLR Minimum Period, where there is no such 3 months period, such amount at Matrix Platinum reasonably determines based on usage data.
6.2 Either party shall be entitled forthwith to terminate this Agreement by written notice to the other if that party goes into liquidation (except for the purpose of an amalgamation, reconstruction or other reorganisation and in such a manner that the company resulting from the reorganisation effectively agreed to be bound or assumes the obligations imposed on that party under this Agreement)
7.1 Nothing in the agreement shall exclude or restrict Matrix Platinum’s liability for fraud or for death or personal injury resulting from negligence of Matrix Platinum or of its employees whilst in the course of their employment.
7.2 Matrix Platinum shall not be liable to the customer in contract, tort or otherwise, including liability for negligence, for any loss of revenue, business, anticipated savings or any indirect or consequential loss however arising.
7.3 Subject to clause 7.2 Matrix Platinum shall be liable for damage to the property of the Customer caused by any negligent act or omission of Matrix Platinum or its employees providing that such liability of Matrix Platinum Limited in contract, tort or otherwise, including any liability for negligence howsoever arising out of or in connection with this agreement shall be limited to £10,000 for any one incident or £25,000 for any series of incidents arising from a common cause in any twelve month period.
7.4 On the event that a customer diverts its service or services to another carrier, Matrix Platinum shall not be liable from any charges incurred.
7.5 Matrix Platinum shall not be obliged to make good the customer premises in the event of removal of equipment.
7.6 Neither party shall be liable to the other for any loss or damage which may be suffered by the other party due to any cause beyond the first party’s reasonable control including limitation any act of God, inclement weather, failure or shortage of power supplies, flood, drought, l lightening or fire, strike, lock out trade dispute or labour disturbances, any other act or omission of Government highways authorities, other public telecommunications operators or other competent authority , production or supply or services by third party.
8.1 The customer shall not assign any rights or obligations under this agreement without prior consent of Matrix Platinum. Such consent shall not be unreasonably withheld. This rights and obligations of Matrix Platinum in good faith at any time.
8.2 The customer and Matrix Platinum acknowledge that this agreement represent the whole agreement between the parties and that neither party has relied upon any oral or written representations made to it by the other employees or agents and has made its own investigations into all matter relevant to it.
8.3 Any notice invoice or other document which may be given to either party made under this agreement shall be deemed to have been given if left at or sent by port or facsimile transmission (confirming the same by post/e-mail) to an address notified by either party in writing as an address to which notices or other documents may be sent.
8.4 Matrix Platinum’s address for the service or services of any notice hereunder shall be such and address as appears on the last invoice rendered to the customer or such the other ad dress as may be prescribed by Matrix Platinum for that purpose.
8.5 Headings contained in this agreement are for reference purposes only and should not be deemed to be any indication of the meaning of the clause to which they relate.
8.6 This agreement shall be governed and constructed and interpreted in accordance with English law and the parties hereby submit to the jurisdiction of the English Court.
8.7 Matrix Platinum reserve the right to activate the telephone numbers detailed overleaf on CPS (Carrier Pre Selection). This means that British Telecommunications Plc (BT) will be notified on the customer’s behalf to route all calls via a nominated carrier from the local BT exchange.
Fair Usage Policy applies to all bundles minutes on both hosted and sip offerings. No more than 15% of free minutes can be used against 03 destination numbers.