1.1 This agreement concerns the provision by CIO on Demand (CIO) to you the customer (you) of one or more of CIO’s services. CIO will provide you with the service(s) as specified on the Application form subject to the provisions of this agreement. CIO may vary how these services are provided if CIO wishes to maintain or improve their quality or needs to do so in order to comply with any applicable law or regulation.
Any services will be provided on the basis of a set number of purchased service days agreed in the initial order. CIO will provide the services as agreed on the number of days signed during local business hours, excluding bank holidays weekends unless agreed in writing.
CIO charges you for the services covered by this agreement. Initially you are charged at the rates specified on the order
3.1 Charges are calculated from data recorded by us and not from your own records.
3.2 Where a direct debit is unpaid due to insufficient funds or cancellation, a £15 administration charge will be included on your next monthly bill.
3.3 All CIO charges (whether referred to in the Application Form, this Agreement or elsewhere) are not subject to VAT at the moment
4. PAYMENT TERMS
4.1 Invoices are due immediately on receipt
4.2 Payment will be taken by variable Direct Debit. A mandate must be completed by you ahead of the works commencing
4.3 If CIO agrees not to take payment by Direct Debit, any payment is not made in cleared funds by the due date in addition to other rights and remedies CIO reserves the right to require that all future payments are made by monthly variable direct debits and if you refuse to set up a direct debit arrangement in these circumstances CIO can terminate the Agreement.
4.4 You will be notified of any problems with your payments or direct debit instructions.
4.5 Payments are to be made by you without set-off or deduction and if you fail to pay any sum due, we shall be entitled to charge interest on the amount due at the rate of four percent (4%) above the Bank of England official bank rate paid on commercial bank reserves prevailing from time to time calculated from the due date until collection.
4.6 Cancellation of the direct debit does not constitute notice of cancellation on termination of the contract.
4.7 You are protected at all times by the direct debit guarantee.
4.8 CIO reserves the right to charge a £10.00 administration fee for payments tendered by means other than direct debit. CIO reserves the right to increase this amount without notice
4.9 CIO reserves the right to perform a credit check with no prior notice on you, and to pass your credit history with CIO on to the credit agencies and/or the Court.
4.10 CIO reserves the right to request from you at any time a deposit, paid in advance, should periodical credit checks reveal an insufficient credit scoring or County Court Judgment. Should this request not be met within 30 days of notification by CIO, CIO reserves the right to terminate the contract and to demand full and immediate payment of any outstanding balance.
4.11 CIO may, at its sole discretion and at any time, impose a credit limit on your account. Any credit limit imposed can be amended without prior notice. If you exceed any such credit limit, CIO may demand immediate payment of the charges and/or suspend the service; and you will still be responsible for all charges incurred including those exceeding the credit limit.
5.1 Pricing is agreed with you in the order signed by you. Any extras will be agreed between CIO and you before they are charged.
6. YOUR RESPONSIBILITIES
6.1 To use the services in accordance with this agreement, any instructions given by CIO from time to time and any laws, regulations and licenses which apply to the use by you of the services.
6.2 To the termination of your existing contract for equivalent services with your current provider and irrevocably authorise and request CIO to cancel on your behalf any such existing contract and to provide CIO with such information as CIO reasonably requires and to allow access to the site at which the service is to be provided for CIO or any other supplier to CIO and you acknowledge that CIO cannot process the provision of the services until such information is provided and such access is allowed.
6.3 You will be responsible for providing the site conditions CIO advises you will be required for provision of services including electricity supply connection points and computer terminals. CIO will not be responsible for reinstating the site after the installation work has been carried out, other than where damage has been caused by CIO or by those for whom CIO is responsible.
6.4 You will ensure that your equipment meets all legal and regulatory requirements and is approved for connection to the network. You must disconnect any non-compliant equipment immediately or allow CIO to do so at your expense.
7. SUSPENSION OF SERVICE
CIO may suspend the service (without being liable to compensate you):
7.1 In the event of a local or national emergency.
7.2 To comply with a request from a government or other competent authority.
7.3 To protect or provide service to rescue or other essential services or otherwise.
7.4 To maintain the quality of CIO’s services.
7.5 If CIO reasonably believe that you will fail to pay any amount due to CIO (whether or not we have issued you with an invoice)
7.6 If an event occurs which is beyond CIO’s reasonable control.
7.7 If you break any part of this agreement.
7.8 If CIO has good reason to suspect fraudulent activity or misuse of CIO’s services or any other breach by you of this agreement.
The agreement may be ended immediately by you on written notice to CIO if CIO breaks a term of this agreement, which after written notice has not been rectified within 14 days. Either you or CIO may end this agreement without notice if the other stops trading or becomes insolvent or is wound up. CIO may end this agreement on written notice to you but without needing to give you prior notice if you break any of the obligations under clause 4 (Payment) or 6 (Your Responsibilities). On termination of this agreement for whatever reason, you will:
8.1 immediately pay any outstanding invoices.
8.2 be responsible for any required engineering reprogramming costs for you to use an alternative supplier.
9.1 Neither CIO nor you will have to compensate the other for any detrimental event beyond the other’s reasonable control.
9.2 In this agreement, events “beyond... reasonable control” include any act of God, reduction or failure of power supply, other operators and suppliers or their equipment including access lines, act or omission of national or local government authority, war, act of terrorism, military operation, riot or delay or employee dispute.
9.3 In any event CIO will not have to compensate you for any harm to your business, lost revenues, loss of anticipated savings, lost profits or other indirect consequential or special losses nor for any charges incurred by you with another supplier.
9.4 Without prejudice to this CIO’s liability to you in contract or tort arising under or in connection with this agreement shall be limited to a refund of CIO’s fees and in no event shall CIO’s liability to you for any event or series of connected events exceed £500 for each year commencing on the date our agreement with you comes into effect.
9.5 CIO does not seek to limit CIO’s liability for death or personal injury resulting from CIO’s negligence.
9.6 CIO accepts no liability for claims relating to your ability to use or continue to use a particular service.
9.7 CIO accepts no liability for any charges incurred by you should your use another service provider other than when this is due to a negligent act or omission on the part of CIO.
10.1 You may not transfer this agreement or any rights under it without CIO’s prior written consent.
10.2 CIO may transfer its rights or any part of them under this agreement as it sees fit, on written notice to you.
10.3 If any provision or condition of this agreement shall be invalid or unenforceable, the remaining terms shall continue to apply.
10.4 This agreement and the documents referred to in it represent the entire contract between you and CIO, to the exclusion of any terms subject to which you may accept, or purport to accept, the service.
10.5 Any variations (other than changes made in accordance with this agreement) shall not be effective unless in writing and signed by you and by CIO).
10.6 If there is any inconsistency between this agreement and the Application form, the Application form shall take precedence.
10.7 Any failure by either CIO or you to enforce any right shall not be deemed a waiver of any such right.
10.8 This Agreement is governed by English Law and the English Courts shall have exclusive jurisdiction for the purposes of determining any dispute or other matter which arises out of or in relation to this agreement.
11.1 Any notice required to be served under any of the provisions of this Agreement must be in writing. The address for service of CIO (subject to any change notified by CIO to you) is the address stated on your signed Application Form. Your address for service is the address set out on the most recent invoice or such address as has been subsequently notified to CIO in accordance with this clause.
11.2 A notice will be treated as served as follows:-
i) in the case of delivery by hand, on the day of delivery except that where that day is not a Working Day, or the delivery is made after 4pm, then it will be treated as served on the next Working Day
ii) in the case of delivery by registered post or recorded delivery, on the date of delivery as proved by the proof of delivery advice issued by Royal Mail (or such other postal service providing a registered or recorded delivery service in place of or in addition to Royal Mail)
iii) in the case of any other method of service, at the time of service actually proved
In this clause “Working Day” means Monday to Friday but does not include Bank Holidays.
Travelling by air up to 5 hours will be done in Economy class when possible. Any flight over 5 hours should be booked in Business class.
13. TERMS AND CONDITIONS REVIEW
These Terms and Conditions can be reviewed and amended by CIO from time to time. You will be notified of the changes with at 15 days notice. These terms can also be reviewed online at CIO’s website www.cioondemand.uk/t-cs