Cloud Telephony Service Contract

Cloud Telephony Service Contract

Terms and Conditions

 

  1. Definitions

1.1 In this Agreement where the context admits:

Acceptance means acceptance in accordance with Clause 7

and “Accepted” shall be construed accordingly;

Acceptance Criteria means the acceptance criteria specified

by the Client to Worksmart / LAN Support Limited / LAN Support Limited in writing prior to the Installation

which are agreed in writing by Worksmart / LAN Support Limited / LAN Support Limited (if any);

Acceptance Tests means those tests proposed by the Client and

agreed in writing by Worksmart / LAN Support Limited / LAN Support Limited Technology Ltd (“Worksmart / LAN Support Limited / LAN Support Limited”)

prior to the Installation jointly agreed between the parties to

verify that the Hard- ware complies with the Acceptance

Criteria (if any);

Business Day means a day other than a Saturday, Sunday or

public holiday in England;

Claims means all costs, claims, damages, losses, demands and

expenses (including reasonable legal expenses);

Client means a person, company or organisation at whose

application Worksmart / LAN Support Limited / LAN Support Limited agrees to provide the service under the

terms of this Agreement.

Deliverable(s) means the Hardware and the Network Services;

Installation means the provision of access network, Hardware

and router installed by Worksmart / LAN Support Limited / LAN Support Limited. Worksmart / LAN Support Limited / LAN Support Limited is not responsible

for any third party equipment such as POE switches and CAT5/6

cabling;

Fees means those fees and expenses reserved by Clause 6 of

this Agreement;

Hardware means the equipment provided to the Client under

this Agreement by Worksmart / LAN Support Limited / LAN Support Limited, installed at the Installation

Address and directly connected to the Network Services

termination point and rental of all associated software licenses

required to use the Hardware provided by Worksmart / LAN Support Limited / LAN Support Limited;

Installation Address means the address agreed in writing by

Worksmart / LAN Support Limited / LAN Support Limited with the Client for installation of the Deliverables or, as

the case may be, any other premises in which for the time being

the Deliverables are installed with the consent of Worksmart / LAN Support Limited / LAN Support Limited by

the direction of the Client (including in each case any pipes

wires cables conduits or other conducting media serving the

Installation Address) and which the Client warrants as a

continuing warranty in each case with full title guarantee may

be accessed by Worksmart / LAN Support Limited / LAN Support Limited its agents and contractors with or

without plant for purposes of carrying out or completing the

Installation, maintenance or removal of the Deliverables at any

time without infringing the rights of any third party;

Maintenance Services means any maintenance services

required to be carried out to the Hardware by Worksmart / LAN Support Limited / LAN Support Limited as an

express written term of this Agreement;

Cloud Telephony Service (“CTS”) means the provision of

Hardware and Network Services under the Agreement including

termination to the Public Switched Telephone Network;

Minimum Term means the period stated in the order form to run

from the date of Acceptance;

Network Services means all access network services delivered to

the Installation Address by Worksmart / LAN Support Limited / LAN Support Limited including all inbound and

outbound call traffic or otherwise those services provided or

arranged by Worksmart / LAN Support Limited / LAN Support Limited from time to time to facilitate the

provision of the CTS to the Installation Address;

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Order Form shall mean the CTS sales order form signed by the

Client and forming part of this Agreement detailing (inter alia)

the services, Hardware and Rental Payments forming part of

the CTS;

Price List means the Worksmart / LAN Support Limited / LAN Support Limited list of charges for the provision

of the CTS to the Client annexed hereto or otherwise notified

to the Client in writing on or before the agreement date (as

the same may be amended or supplemented from time to

time);

Refusal Notice means a notice issued by the Client identifying

(i) the discrepancy between the Hardware and the relevant

Acceptance Criteria; and (ii) the changes necessary to ensure

that the relevant Hardware complies with the Acceptance

Criteria;

Rental Agreement means the rental agreement a copy of

which is attached hereto, if appropriate;

Rental Payments shall mean the sums payable for the rental of

the Hardware set out in the Order Form, if appropriate;

Standard Fault means a fault with CTS in which less than 20% of

CTS capacity is affected;

System Crash means a fault with CTS in which at least 20% of

CTS capacity is affected;

Service Failure means the continuous total loss of the facility to

make or receive a call;

Technical Specification means the technical specification in

respect of the Hardware (if any), agreed between the Client

and Worksmart / LAN Support Limited / LAN Support Limited on or before the agreement date;

Warranty Period means, in respect of all Hardware other than

Mitel IP handset devices comprised within an Installation, a

period of 90 days from the Acceptance (or if applicable

deemed Acceptance) of the Installation. Where a Client has

taken Standard Service Level cover, faulty Mitel IP handset

devices will be covered by a replacement warranty for a

period of 12 months from Acceptance. Where a Client has

taken Total Care Service Level cover faulty Mitel IP handset

devices will be replaced without charge for the duration of the

Minimum Term. Damaged Mitel IP handset devices or

replacement units outside the Standard Service Level cover

12-month period will be charged at the Mitel recommended

retail price for the unit.

1.2 References to Clauses are to clauses of this Agreement.

1.3 Where any party to this Agreement comprises more than one

person at any time then obligations of that party here- under

shall be joint and several obligations.

  1. Agreement

2.1 This Agreement is made on (but not before) the agreement

date.

3 Services

3.1 Worksmart / LAN Support Limited / LAN Support Limited shall provide the CTS to the Client in consideration

of which the Client shall pay the Fees and provide or procure

the provision of reasonable access to Worksmart / LAN Support Limited / LAN Support Limited its

employees, partners and contractors at the Installation

Address (to install maintain and remove the CTS).

3.2 Worksmart / LAN Support Limited / LAN Support Limited shall provide the CTS;

(a) using reasonable skill and care; and

(b) in accordance with good industry practice.

 

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3.3 The Client acknowledges and agrees that any dates given by Worksmart / LAN Support Limited / LAN Support Limited for the provision of Deliverables or maintenance are

estimates only. Unless expressly agreed other- wise in writing with the Client, Worksmart / LAN Support Limited / LAN Support Limited shall not be liable to the Client for

any failure to meet such dates, and time shall not be of the

essence for these purposes.

3.4 Worksmart / LAN Support Limited / LAN Support Limited shall (subject as hereinafter provided in Clauses 3.5,

3.6 and 5) supply Maintenance Services for the Network

Services (either remotely or by physical intervention at the

option of Worksmart / LAN Support Limited / LAN Support Limited) without additional cost to the Client

during Worksmart / LAN Support Limited / LAN Support Limited’s normal working hours 09.00 to 17.30 hours

on Business Days. Cloud PBX Standard Service Level cover will

include response within 8 working hours to a fault properly

reported to Worksmart / LAN Support Limited / LAN Support Limited’s technical helpdesk. Clients with Cloud

PBX Standard Service Level cover may request additions

moves and changes to the system which will be charged at

£50 for up to 15 minutes or £90 per hour. Cloud PBX Managed

service level cover will include response within 4 working hours

to a fault properly reported to Worksmart / LAN Support Limited / LAN Support Limited’s technical helpdesk.

Clients with ‘Cloud PBX Managed Service may request

additions moves and changes which will be made to their

system free-of-charge for the first 2 hours of engineering time

per month. Further additions moves and changes will be

charged at Worksmart / LAN Support Limited / LAN Support Limited’s prevailing standard remote

programming rates.

3.5 Unless caused by the negligent act or omission of Worksmart / LAN Support Limited / LAN Support Limited,

Worksmart / LAN Support Limited / LAN Support Limited shall not be obliged to carry out any maintenance

to the Hardware outside normal working hours nor where

required as a result of any unauthorised act or omission or

default of the Client or any third party (including without

limitation any failure to adhere to manufacturers’ instructions

or guidelines, electrical surges or failures in the public

telecommunication system, damage to the Hard- ware

caused by vibration to the CTS housing, unauthorised

refinishing or repainting or relocation or removal of the Hardware)

nor where arising as a result of any matter outside the

reasonable control of Worksmart / LAN Support Limited / LAN Support Limited, but any such maintenance

provided by Worksmart / LAN Support Limited / LAN Support Limited in such circumstances shall be

provided at the Worksmart / LAN Support Limited / LAN Support Limited rates and terms then applicable at

the date when the relevant maintenance is provided.

3.6 Worksmart / LAN Support Limited / LAN Support Limited cannot guarantee that the CTS will be free of faults

or interruptions, timely or secure to the extent the CTS may be

affected by things Worksmart / LAN Support Limited / LAN Support Limited cannot control, such as (without

limitation) lack of network capacity, physical obstructions or

atmospheric conditions.

3.7 Where the client uses the Call Recording service as part of the

CTS the calls will be stored by Worksmart / LAN Support Limited / LAN Support Limited for a period of 12

months. After this period it is the responsibility of the client to

archive the calls to their own storage facility.

4 Risk

4.1 Risk in (but not title to) the Deliverables comprised in the CTS

shall pass on delivery and the Client will be responsible for the

security, safe keeping and insurance of all Deliverables from

the time each item is delivered to the Installation Address. The

Client is advised to notify its insurers accordingly and agrees

that the Client will insure and keep insured the Deliverables in

the full reinstatement value and provide reasonable evidence

thereof on demand and procure that the interest of the owner

of the Deliverables is noted on the relevant policy.

5 Warranty

5.1 Worksmart / LAN Support Limited / LAN Support Limited warrants that during the Warranty Period, the

Hardware shall comply with the Technical Specification.

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5.2 If during the Warranty Period, the Hardware fails to function in

accordance with the Technical Specification, then subject to

the due observance and performance of this Agreement by

the Client and Clauses 3.5 and 3.6 of this Agreement,

Worksmart / LAN Support Limited / LAN Support Limited shall repair any defects in the Hard- ware and/or

provide Maintenance Services in accordance with Clause 3.4

at no extra charge to the Client, subject always to Clauses 3.5

and 3.6 or unless the defect is otherwise caused by the Client

or any third party or unless the Client has modified the

Hardware or any Deliverable in any way or failed to adhere to

the terms of the manufacturer’s instructions.

5.3 Worksmart / LAN Support Limited / LAN Support Limited’s obligations under Clause 5.2 shall be the Client’s

sole and exclusive remedy in respect of any breach of Clause

5.1. Worksmart / LAN Support Limited / LAN Support Limited shall have no further liability to repair any

Hardware after the expiry of the Warranty Period unless the

Client has entered into a separate support contract with

Worksmart / LAN Support Limited / LAN Support Limited in respect of the Hardware.

5.4 The limited warranty set out in Clause 5.1 is given in lieu of all

other warranties. Except as expressly set out in this Agreement,

any representations, warranties, terms and conditions (whether

implied by law, statute, custom or other- wise) are hereby

expressly excluded to the maximum extent permitted by law.

  1. Rental Payments, Fees and Expenses

6.1 The first Rental Payment shall fall due within one month from

the Acceptance date and continue on the same date each

month thereafter throughout the Minimum Term.

6.2 The Fees shall be payable in accordance with the Price List for

use of the CTS against invoices submitted by Worksmart / LAN Support Limited / LAN Support Limited to the

Client. Worksmart / LAN Support Limited / LAN Support Limited invoices shall be payable by direct debit

and variable call charges will be calculated in accordance

with usage recorded by call logging or recording data of

Worksmart / LAN Support Limited / LAN Support Limited or its service providers which data shall be final and

binding upon the parties to this Agreement.

6.3 Worksmart / LAN Support Limited / LAN Support Limited invoices for Rental Payments and Fees shall be

payable by direct debit and prompt payment shall be an

essential condition of this Agreement. Where any direct debit

payments are withheld because of insufficient Client funds

then without prejudice to the rights of Worksmart / LAN Support Limited / LAN Support Limited hereunder

Worksmart / LAN Support Limited / LAN Support Limited reserves the right to charge a reasonable

administration fee of not less than £15 plus VAT in relation to

each such non payment.

6.4 The Rental Payments and Fees are exclusive of VAT and the

Client shall pay the VAT payable in respect of them in the

amount and in the manner prescribed by law from time to

time.

6.5 All invoices may be rendered by Worksmart / LAN Support Limited / LAN Support Limited at any time and

shall be payable by the Client in full, without set off, deduction,

abatement or withholding on any grounds on the due date of

an invoice. Worksmart / LAN Support Limited / LAN Support Limited shall be entitled to charge interest at a

rate of 5% above the base rate of Lloyds Bank plc on all

outstanding amounts from the due date until the date

payment is received, whether before or after judgment.

6.6 Worksmart / LAN Support Limited / LAN Support Limited reserves the right to vary or increase the terms of

the price list by no more than the Consumer Price Index (CPI)

by giving not less than 4 weeks’ notice in writing to the Client

and to the fullest extent permissible by law this Agreement shall

remain in full force and effect following such variation or

increase whether arising as a result of any ruling or instruction

or levy of any competent authority or otherwise

 

 

Cloud Telephony Service

Contract

Terms and Conditions

continued

Page 4 of 6

7

8.3 The Client:

(a) shall keep the Hardware in good repair and shall not alter

or move the Hardware, nor do anything that is likely to

damage or adversely affect its performance, nor remove or

deface any words or signs on it, nor permit anyone else to do

so; and

(b) shall not connect nor permit the connection of the

Hardware into any equipment which is not compliant with

applicable Health and Safety Telecommunications or other

applicable legislation for the time being in force (and without

limitation Worksmart / LAN Support Limited / LAN Support Limited reserves the right to suspend withdraw or

refuse to supply the CTS in the event that Worksmart / LAN Support Limited / LAN Support Limited in its

absolute discretion deems such equipment non-compliant as

aforesaid); and

(c) shall not sell, let, mortgage, charge, pledge, dispose of or

do anything that would prejudice the Hardware or the CTS in

any way; and

(d) will allow Worksmart / LAN Support Limited / LAN Support Limited and its representatives to inspect, test,

modify, change, add to, replace or remove any such

Hardware on reasonable notice.

8.4 The Client shall provide all reasonable assistance and

information with regard to the supply of the CTS.

8.5 The Client hereby irrevocably authorises Worksmart / LAN Support Limited / LAN Support Limited to act on

the Client’s behalf in all dealings with the operator of any

telecommunications network or system in connection with any

matter that enables Worksmart / LAN Support Limited / LAN Support Limited to provide or to continue to

provide the Client with the CTS (including without limitation

giving all nominations notices and authorisations to any

telecommunications provider to facilitate the CTS via that

provider).

8.6 The Client hereby consents to disclosure of all information of a

confidential nature relating to the Client (and authorises such

disclosures pursuant to applicable data protection legislation)

for the purposes of administering this Agreement.

8.7 The Client will at all times during and following termination of

this Agreement on demand indemnify and keep indemnified

and hold harmless Worksmart / LAN Support Limited / LAN Support Limited its officers, partners, agents,

employees and contractors from and against all Claims

together with all VAT due thereon arising as a result of any

breach non observance or non-performance of this

Agreement by the Client or otherwise as a result of any act or

omission of the Client.

  1. Variations

9.1 The right is reserved by Worksmart / LAN Support Limited / LAN Support Limited to make variations to Fees in

Clause 6.

9.2 Worksmart / LAN Support Limited / LAN Support Limited may vary the other terms of this Agreement at any

time by posting the changes on its website and, if any

variation of these terms and conditions is likely to cause

material detriment to the Client, by giving the Client reasonable

prior notice. Worksmart / LAN Support Limited / LAN Support Limited will only do this if it has a valid

reason, for example to reflect changing arrangements with

any operator of any telecommunications network or system

over which Worksmart / LAN Support Limited / LAN Support Limited provides the CTS or changing legal,

regulatory or business requirements. In the event of any such

change, the Client shall have the right to terminate this

Agreement by giving Worksmart / LAN Support Limited / LAN Support Limited 7 days’ written notice. The

Client agrees that if the Client does not serve such notice

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within 30 days after any variation(s) to these terms and

conditions has been posted on Worksmart / LAN Support Limited / LAN Support Limited’s website or, in the

case of a variation which is likely to cause material detriment,

notified to the Client, the Client will be bound by the

Agreement as varied.

  1. Suspension and Cancellation

10.1 Without prejudice to the accrued rights of Worksmart / LAN Support Limited / LAN Support Limited hereunder

(including without limitation the right to terminate this

Agreement on the terms hereinafter appearing) and without

liability to the Client Worksmart / LAN Support Limited / LAN Support Limited may at its discretion suspend

the Client’s access to the CTS immediately:

(a) in the event of any breach (or suspected breach) of the

terms of this Agreement by the Client or any other agreement

to which the Client and Worksmart / LAN Support Limited / LAN Support Limited are parties; or

(b) if required to do so by the Government, an emergency

service organisation or any other competent body or authority;

or

(c) for repairs, maintenance or improvement; or

(d) if Worksmart / LAN Support Limited / LAN Support Limited has good reason to suspect fraudulent activity

or misuse of the CTS.

10.2 In the event of suspension of the CTS as aforesaid the Client

shall pay for and indemnify Worksmart / LAN Support Limited / LAN Support Limited on demand against all

costs incurred in suspending and re -connecting the CTS and

shall be solely responsible for discharging any additional

telecommunication costs incurred by the Client as a result of

suspension of the CTS.

10.3 The Client acknowledges that it has no right to cancel this

Agreement whether prior to or at any time following

Installation. Worksmart / LAN Support Limited / LAN Support Limited may (but is not obliged to) accept

cancellation at any time prior to Installation on such written

terms as Worksmart / LAN Support Limited / LAN Support Limited may at any time prior to Installation in its

sole discretion specify and where Worksmart / LAN Support Limited / LAN Support Limited so agrees in

writing (and without prejudice to the generality of the

foregoing) the Client shall discharge on demand and

indemnify Worksmart / LAN Support Limited / LAN Support Limited from and against the cost incurred in the

provision of the Hardware at the Installation Address.

  1. Term and Termination

11.1 This Agreement shall commence on the agreement date and

continue in full force and effect for the Minimum Term and

shall thereafter continue in full force and effect until

terminated by either party to this Agreement giving to the

other not less than three months’ notice in writing to that

effect.

11.2 Either party may terminate this Agreement immediately on

giving notice in writing to the other in the event that the other

is or becomes insolvent, meaning that a resolution is passed or

an order is made for the winding up of the other (other than

for the purpose of solvent amalgamation or reconstruction) or

the other becomes subject to an administration order, or a

receiver or administrative receiver is appointed or an

encumbrancer takes possession of any of the other’s property,

or the other suffers any analogous procedure under any

foreign law.

 

 

 

11.3 Worksmart / LAN Support Limited / LAN Support Limited may terminate this Agreement immediately on

giving notice in writing to the Client in the event that:

(a) the Client fails to pay any sums due under this Agreement

or the Rental Agreement on the due date; or

(b) the Client commits a material breach of this Agreement or

the Rental Agreement which is not capable of remedy, or

(where capable of remedy) fails to remedy such breach within

7 days of receipt from Worksmart / LAN Support Limited / LAN Support Limited of notice requiring it to do so;

or

(c) Worksmart / LAN Support Limited / LAN Support Limited reasonably believes the Client has provided

false or misleading information to Worksmart / LAN Support Limited / LAN Support Limited; or

(d)the Client ceases or threatens to cease trading; or

(e) Worksmart / LAN Support Limited / LAN Support Limited is unable to install or continue to provide the CTS.

  1. Effect of Termination

12.1 Upon termination or expiry of this Agreement for any reason:

(a) Worksmart / LAN Support Limited / LAN Support Limited will have the right immediately to cease the

provision of the CTS; and

(b) all sums payable by the Client to the date of termination shall

become immediately due and payable; and

(c) the Client shall pay to Worksmart / LAN Support Limited / LAN Support Limited a termination sum equal to

the Rental Payments and Fees which would have fallen due for

the remainder of the Minimum Term, had this Agreement not

been terminated; and

(d) the Client shall deliver up the hardware to Worksmart / LAN Support Limited / LAN Support Limited in good

repair and condition (fair wear and tear excepted) at such

address in the United Kingdom as Worksmart / LAN Support Limited / LAN Support Limited shall specify; and

(e) termination shall be without prejudice to the accrued rights of

the parties to the date of termination.

  1. Limitation of Liability

13.1 Nothing in this Agreement shall operate to limit or exclude

Worksmart / LAN Support Limited / LAN Support Limited’s liability for death or personal injury caused by its

negligence, or for fraud.

13.2 Subject to (a) Clause 13.1 (where Worksmart / LAN Support Limited / LAN Support Limited’s liability is

unlimited) and (b) save as provided in Clause 5 of this

Agreement Worksmart / LAN Support Limited / LAN Support Limited’s maximum aggregate liability for all

claims made under or in connection with this Agreement

whether arising in contract, under statute or in tort (including in

each case negligence) or otherwise shall be limited to 125% of

the total sums paid or payable by the Client to Worksmart / LAN Support Limited / LAN Support Limited

under this Agreement up to the date on which the event(s)

giving rise to the claim occurred.

13.3 Worksmart / LAN Support Limited / LAN Support Limited shall not be liable to the Client for either (a) any loss

of profits, loss of revenue, loss of data, loss of use, loss of

anticipated savings or (b) any indirect, incidental, or

consequential loss either of which arises in any way under or in

connection with this Agreement, even if such party has been

advised in advance of the possibility of such damages.

  1. General

14.1 A person who is not a party to this Agreement shall have no

right under the Contracts (Rights of Third Parties) Act 1999 to

enforce any of the terms of this Agreement.

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14.2 Neither party shall be liable to the other for delays caused by

an event beyond that party’s reasonable control, such as fire,

accident, labour dispute, floods, war, insurrection, riot,

terrorism, act of government, act of God; but

14.3 Each party shall use all reasonable efforts to minimise the

extent of any such delay. In the event that such an event lasts

for more than one month, either party shall be entitled to

terminate this Agreement on giving notice in writing to the

other.

14.4 The parties to this Agreement are independent contractors.

Nothing in this Agreement shall be deemed to create any form

of partnership, principal-agent relationship, employeremployee

relationship, or joint venture between the parties to

it.

14.5 Worksmart / LAN Support Limited / LAN Support Limited may assign or transfer its rights under this

Agreement to another party (“Assignee”) without consent of

the Client. If Worksmart / LAN Support Limited / LAN Support Limited assigns or transfers all or any rights

under this Agreement the Client will pay all Rentals and Fees to

the Assignee without deduction, set-off or counterclaim

irrespective of whether or not it is using the Hardware or CTS or

for any reason whatsoever. The Assignee will have no

obligations to the Client under this Agreement in relation to the

CTS described herein. Worksmart / LAN Support Limited / LAN Support Limited will however, continue to

remain liable to the Client for the performance of CTS and/ or

the provision of the Hardware.

14.6 Worksmart / LAN Support Limited / LAN Support Limited may without liability to the Client sub- contract its

obligations in whole or in part under this Agreement in order

duly to perform or procure the performance of the obligations

of Worksmart / LAN Support Limited / LAN Support Limited hereunder.

14.7 Neither party shall be deemed to have waived any provision

of this Agreement unless such waiver is in writing and executed

by a duly authorised officer of the waiving party. No waiver by

either party of any provision shall constitute a waiver of such

provision on any other occasion.

14.8 The invalidity or unenforceability, in whole or in part, of any

provision of this Agreement shall not affect the validity or

enforceability of the remainder of such provision or of any

other provision of this Agreement.

14.9 Clauses 4 5 6 8 and 13 shall survive expiration or termination of

this Agreement.

14.10 This Agreement together with the Rental Agreement if

appropriate constitute the entire agreement between the

Client and Worksmart / LAN Support Limited / LAN Support Limited relating to its subject matter to the

exclusion of all other terms, and supersedes all previous

arrangements, agreements, and drafts. The Client

acknowledges that in entering into this Agreement it has not

relied upon any pre-contractual representation not expressly

included in this Agreement. Worksmart / LAN Support Limited / LAN Support Limited shall not have any

liability in respect of any pre-contractual representation

innocently or negligently made. So far as permitted by law

and except in the case of fraud, the Client acknowledges and

agrees that its only rights and remedies in relation to any

representation, warranty or undertaking made or given in

connection with this Agreement shall be for breach of terms of

this Agreement (to the exclusion of all other rights and

remedies including those arising in tort or under statute).

Cloud Telephony Service

Contract

Terms and Conditions

continued

Page 6 of 6

1

14.11 Save as provided above in relation to variations by Worksmart / LAN Support Limited / LAN Support Limited

this Agreement may not be amended unless such amendment

is in writing and signed by both parties.

14.12 All notices and other communications in connection with this

Agreement shall be in writing. Notice shall be deemed to have

been received by a party when actually received in the case

of hand delivery, or five (5) days after mailing by first class mail,

postage prepaid, to such party at the address of its registered

office or principal place of business. Except where specified

otherwise in this Agreement, notices may not be sent by email.

14.13 This Agreement may be executed in multiple counterparts,

each of which shall be deemed an original, but all of which

together shall constitute one and the same instrument.

14.14 Worksmart / LAN Support Limited / LAN Support Limited agrees and declares that the CTS complies with the

relevant general conditions imposed upon Worksmart / LAN Support Limited / LAN Support Limited pursuant

to the Communications Act 2003 as at the agreement date.

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  1. Governing Law and Jurisdiction

15.1 This Agreement is governed by and shall be construed in

accordance with English law.

15.2 The parties will attempt in good faith to resolve any dispute or

claim arising out of or relating to this Agreement promptly

through negotiations between the respective senior executives

of the parties who have authority to settle the same.

15.3 If the matter is not resolved through negotiations within 30

days, the parties will attempt in good faith to resolve the

dispute or claim through an Alternative Dispute Resolution

(ADR) procedure recommended to the parties by the Centre

for Dispute Resolution.

15.4 If the matter has not been resolved by an ADR procedure

within 30 days of the dispute arising, or if either party will not

participate in an ADR procedure, the dispute shall be resolved

under the jurisdiction of the Courts of England, whose

jurisdiction shall be exclusive in all matters save the

enforcement of judgements, where it shall be non-exclusive.

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