- Terms and Conditions Reference 2009.2 issued Sep 2009
The following standard terms and conditions are important and should be read
carefully, if you have any queries please contact Nitel Ltd on 01534 726144.
1. The following definitions shall apply:-
1.1 “Application Form” means a completed application, proposal or quotation for
the purchase of Goods and/or Service signed by the Customer and sent to
1.2 “Company” means Nitel Limited or any associate companies.
1.3 “Conditions” means these terms and conditions, any relevant Application
Form and any written amendments, variations or additions thereto.
1.4 “Contract” means the contract between the Company and the Customer to
which on any particular occasion these terms and conditions relate.
1.5 “Customer” means the customer of the Company under this Contract.
1.6 “Fixed Quotation” means any quotation or proposal provided by the
Company to the Customer relating to the provision of Goods and/or Service
where the Price is fixed.
1.7 “Goods” means the goods or any part thereof to which the Contract relates.
1.8 “Network” means a telecommunications network as defined in the
Telecommunications (Jersey) Law 2002.
1.9 “Network Owner” means the owner of telecommunications network.
1.10 “Price” means the sum including GST, where applicable, charged by the
Company and payable by the Customer for the Goods or the provision of a
1.11 “Quotation” means any quotation or proposal provided by the Company to
the Customer relating to the provision of Goods and/or Service.
1.12 “Service” means any service that is provided by the Company.
1.13 “Service Level Agreement” means the agreement that determines the
responsibilities and duties of each party in respect of the Service.
1.14 “Software” means any written programs or procedures or rules and
associated documentation pertaining to the operation of a computer system
and that are stored in read/write memory.
1.15 “Special Condition” means only a special condition or term which has been
agreed in writing by the Company and which is set out in the part of the
Contract signed on behalf of the Company.
1.10 “Standard Charges” means the charges normally made by the Company
from time to time as certified in writing by the Company.
2.1 Unless otherwise expressly agreed in writing or provided for by law or
regulation, the Contract shall have effect in relation to the provision of
particular Goods and/or Services on the commencement of the Contract.
2.2 The Contract shall remain in force and cannot be terminated by the
Customer unless expressly agreed in writing by the Company.
3 Goods and Service
3. Where the Company provides Goods and/or Service to the Customer, the
Customer will pay the Price on the terms of these Conditions.
3.2 Goods and/or Service are supplied subject these standard terms and
conditions. These terms and conditions may be superseded by specific
terms and conditions that are expressly agreed in writing between the
parties in the form of a Special Condition and such Special Condition shall
3.3 The Company may require the Customer to provide all reasonable cooperation
and assistance to the Company as may be necessary or
desirable in order to facilitate the provision of the Goods and/or Service to
3.4 The Company shall supply and the Customer shall purchase the Goods
and/or Service, as principal only, such that no other party shall have any
rights or obligations, or be entitled to sue or liable to be sued, under the
4 Telephone Ordering
4.1 The Company may, at its discretion, accept an order for Goods and/or
Service on the basis of instructions received from the Customer by
telephone or verbally.
4.2 The Company will use its reasonable endeavours to ensure that
instructions purporting to be from the Customer are indeed from the
Customer or a person authorised to act on behalf of the Customer and will
be entitled to accept confirmation during the course of the telephone
instructions that the person giving the instructions is in fact the Customer or
is authorised to act on behalf of, and to bind, the proposed Customer
without being required to carry out any further investigations or make any
4.3 The Customer acknowledges and accepts that it is responsible for ensuring
that all information provided to the Company when ordering the Goods
and/or Services by telephone is accurate, complete and not misleading in
any way whatsoever and the Company shall be entitled to accept that such
information is accurate, complete and not misleading.
4.4 Except as provided in clause 15.2 and without prejudice to the generality of
clause 15.3, the Company accepts no liability whatsoever and howsoever
arising in respect of the Goods and/or Service or any other additional
services provided or terminated or any action taken or not taken in reliance
of telephone instructions received by the Company and the Customer shall
be responsible for all and any sums payable under these Conditions.
5 Delivery, Title and Risk
5.1 Delivery dates for Goods and/or Service are estimates only and the
Company shall not be responsible for any delays due to causes beyond its
5.2 The Company reserves the right to make delivery of Goods and/or Service
by instalments. In such event these terms and conditions shall apply to
each and every delivery as though it were the subject of a separate
5.3 The Customer shall take delivery at the Company’s premises within twenty
eight days of the Company serving written notice in accordance with clause
20 to the Customer that the Goods are ready for collection.
5.4 If the Company agrees to make delivery to the Customer such delivery
shall be effected to the address of the Customer as shown in the Contract,
unless otherwise agreed in writing between the parties.
5.4.1 Delivery shall be deemed to be effected at the time when the Customer
effects collection from the Company or when delivery is made to the
address of the Customer. Unless the Customer shall deliver written notice
to the Company within three days of delivery stating that the Goods are
damaged or subject to shortage the Customer shall in all respects comply
with the terms and conditions of the Contract with the carrier (if any) the
Customer shall be deemed to accept that the Goods have been delivered
and shall not thereafter make any claim against the Company in respect of
any such damage or shortage or non delivery.
5.4.2 Goods supplied in accordance with this Contract cannot be returned without
the Company’s prior written authorisation. Duly authorised returns shall be
sent to the Company’s premises at the Customers expense. Additional
costs may be payable by the Customer if Goods are returned under this
5.4.3 If the Customer fails to effect delivery the Customer shall be in default of
the Contract in accordance with clause 14.
5.5.1 Where installation is not specified in a Fixed Quotation then installation is
deemed to have taken place at the time of delivery.
5.5.2 Where installation is specified in an accepted Quotation, the Customer shall
test the installation to their satisfaction within a period of twenty one days.
Such tests will also include validation of all manuals supplied. Any
grievances with regards to the installation must be made in writing stating
fully the relevant points within the twenty one day period. If such tests are
successful or no grievances have been received by the Company, then the
installation shall be deemed to have been accepted by the Customer.
5.5.3 The Customer shall prepare and make available the installation site for
each item of the Goods and/or Service in accordance with the
specifications previously furnished by the Company including the removal
of doors and/or widening of entrances or any structural or other similar work
of any kind and including the provision and use of mechanical handling
devices if the Goods and/or Service cannot reasonably be handled by
normal hand trolleys used by the Company. The Customer shall in all such
respects and otherwise ensure that delivery is capable of being made on
the intended delivery date as notified by the Company.
5.5.4 The Company reserves the right to install the Goods and/or Service in
5.5.5 The Customer shall permit the Company to have access to the installation
site at all reasonable times for the purposes of checking its suitability and
ultimately for the purposes of delivery and installing the Goods and/or
5.5.6 Following delivery the Company shall carry out the installation but gives no
warranty as to the time that such installation will take or any inconvenience
that may thereby be caused to the Customer.
Terms and Conditions Reference 2009.2 issued Sep 2009
5.5.7 Unless otherwise agreed in any Special Conditions the obligation of the
Company to install shall not imply any obligation on the part of the
Company to train operators in the use of the Goods and/or Service.
5.6 Title to any of the Goods shall remain with the Company until such time that
cleared funds have been received by the Company in respect of the Price
for the Goods.
5.6.1 If the Customer shall be in default of any of its obligations under this or any
other agreement with the Company or if distress or execution shall be
levied on the Customer’s property or assets or the Customer is unable to
pay its debts or enters into compulsory or voluntary liquidation (other than
for the purpose of effecting a reconstruction or amalgamation in such
manner that the company resulting from such reconstruction or
amalgamation is a different legal entity and shall agree to be bound by and
assume the Customer’s obligations hereunto) or is made Bankrupt, or
compounds with or convenes a meeting of its creditors or has a receiver or
manager or an administrator or administrative receiver appointed over any
of its assets or enters into any compulsory arrangement or forms any
voluntary arrangement or ceases for any reason to carry on business or
takes or suffers any similar action which in the opinion of the Company
means that the Customer may be unable to pay its debts as and when they
fall due then the Company may without notice suspend services and/or
terminate this agreement. In such case all and any sums due under any
contract, invoice, rental, credit or other commercial agreement shall
become immediately due and payable.
5.6.2 If the customer should sell or otherwise dispose of the Goods to a third
party at any time before the Company has received cleared funds for full
payment for the Goods or any part thereof, the Customer shall hold and
keep the proceeds of sale on trust and/or in a fiduciary capacity for the
Company, and the said proceeds of sale shall be and remain the property
of the Company. For the avoidance of doubt the Customer shall place the
said proceeds of sale in a separate bank account in the name of the
Company in order to be identifiable as the Company’s property.
5.7 The Goods shall be entirely at the risk of the Customer in all respects from
the time of delivery and the Customer is responsible at his own cost for the
insurance against all risks of the Goods.
5.8 The Customer shall be responsible for the safe storage of the Goods once
delivered. This includes liability for the Customer and all other persons in
any way connected with the Goods against all known risks to persons and
property which might in any way arise out of the Goods or their use.
6.1 Subject to clause 5.4.1 unless the Customer shall within twenty one days of
delivery or collection, inspect the Goods and notify the Company, in writing,
of any defects found, the Goods shall be deemed to have been accepted.
7 Price and Payment
7.1 Unless the Customer accepts a Fixed Quotation or unless the part of the
Contract signed on behalf of the Company states that the price is fixed, the
Company reserves the right to increase any Price at the date of delivery to
7.2 A Price detailed in a Quotation shall remain valid for acceptance for a
period of 30 days.
7.3 The Customer shall pay any additional costs and unforeseen charges not
included in any Quotation or estimate.
7.4 Unless otherwise expressly agreed the Price does not include installation,
operator training, travelling or hotel expenses, transport, insurance or any
additional items identified or requested by the Customer at any time.
7.5 The Customer will pay the Company for any delivery charges incurred by
the Company if the Company arranges for delivery of the Goods to any site
advised by the Customer.
7.6 The Company shall be entitled to refuse to accept any order, to sell or to
provide the Goods on credit to any proposed Customer without providing
7.7 Where credit is granted by the Company, payment shall be made within
fourteen days of the date of the invoice sent by the Company to the
Customer. Any invoice for any Goods and/or Service shall thereafter be
payable in full, and shall become due on demand unless otherwise agreed
between the Customer and the Company. If payment is agreed in writing to
be made by instalments and the Customer fails to pay any instalment on its
due date then the Company shall be entitled to demand immediate
payment of the unpaid balance (including all and any arrears).
7.8 No discount or other deductions are allowed unless agreed in writing by the
7.9 The Company will be entitled to charge interest at 1.50% per month or part
thereof from time-to-time on all overdue accounts.
7.10 Notwithstanding clause 7.7 the Company shall without prejudice to its other
rights, have the right by providing written notice to the Customer to demand
immediate payment of all monies due for any Goods and/or Service
delivered or provided at whatever time.
7.11 All invoices for advice, consultancy, systems analysis and design
undertaken by the Company shall be charged at the prevailing Standard
Rate unless otherwise agreed in writing by the Company.
7.12 The Price and/or any additional charges payable under the Contract are
exclusive of any taxes.
7.13 Company will where applicable charge the Customer GST in respect of the
supply of all Goods and/or Services under this Contract and the Customer
agrees to pay the GST on each and every invoice raised.
8.1 The Company shall ensure that the Goods and/or Service supplied shall
conform with the Customer specifications set out in the Contract. If the
specifications as set out are changed after the signing of the Contract, then
approval in writing by the parties to the Contract is required prior to any
such changes being implemented. The Company shall be entitled to rely on
the manufacturers specifications of the Goods and/or Service supplied
under the Contract and shall be entitled to assume that the Customer shall
use the Goods and/or Service in accordance with the manufacturers
recommendations and with other hardware or software which is
recommended by the Company or the manufacturers as compatible with
the Goods and/or Service supplied. The Customer agrees that no
responsibility will attach to the Company if the Goods and/or Service cannot
meet the Customer’s specifications if the Goods are used with any
hardware or software not supplied by the Company.
8.2 In accordance with clause 10.10 the Company does not warrant that any
Goods and/or Services supplied under this Contract have not been affected
by any computer virus.
9 Obligations of Customer
The Customer shall:
9.1 Care for and operate any Goods installed or provided as part of the Service
in accordance with the Company's and manufacturer's instructions provided
to it in writing and to use such Goods only for a purpose for which it was
9.2 Not tamper with, modify, or interfere with any Goods installed or provided
as part of the Service or any associated wiring, without the written consent
of the Company;
9.3 Comply with the Company’s reasonable requests for assistance in order to
enable the provision of the Service by the Company;
9.4 Allow the Company full and convenient access at all reasonable times to
any Goods and/or Service and/or to the premises of the Customer as
necessary or desirable in order to enable the provision of the Service by the
9.5 Be responsible for all damage or loss caused to the Company by misuse of
the Goods and/or Service other than due to the acts or omissions of the
9.6 Not connect any other equipment to any Goods installed or provided as
part of the Service without first obtaining the written consent of the
Company. If such connection makes the Company's obligations under the
Contract more onerous, the Company may at its sole discretion increase
the Price for any Service provided;
9.7 Take all reasonable and proper precautions to protect the health and safety
of the Company's personnel while on the Customer's premises;
9.8 Promptly advise the Company in writing of any change of billing address,
contact address or contact number;
9.9 Provide, if necessary and at their own cost, a suitable power supply,
connection points and/or earthing point, acceptable to the Company, for
use with the Service.
10.1 The Company shall not be liable for any costs, claims or damages or
expenses arising out of any tortuous act or omission or any breach of
contract or statutory duty calculated by reference to profit, income,
production or accruals or loss of such profits, income or production or
accruals or by reference to the accrual of such costs, claims, damages or
expenses on a time basis.
10.2 Under no circumstances shall the Company have any liability for normal
wear and tear or if (other than by the Company) any part of the Goods
and/or Service is modified or repaired, improperly stored, re-used,
damaged by accident or neglected or not maintained in accordance with the
maintenance requirements specified by the Company to the Customer or in
the manufacturers manuals.
10.3 The Company warrants, that the Goods will be free from defects in
materials, workmanship, and design for a period of 12 months from the date
of purchase or for such other period as may be stipulated by the Company
Terms and Conditions Reference 2009.2 issued Sep 2009
at the time of purchase or otherwise agreed in writing, except in the case
where the Goods supplied by the Company have been purchased by the
Company from a third party supplier in which case the manufacturer's
warranty only (if any) will apply
10.4 This warranty does not apply to defects resulting from improper use or
improper or inadequate installation, maintenance, actions or modifications
by unauthorised third parties or the Customer or accidental or wilful
damage or failing otherwise to deal with the Goods and/or Service
otherwise than in accordance with the Company's or the manufacturer’s
10.5 The Company does not give any warranty that the Goods and/or Service
are fit for any particular purpose and all warranties, conditions, terms,
undertakings and obligations implied by statute, common law, custom,
trade, usage, course of dealing or otherwise are excluded to the fullest
extent permitted by law.
10.6 Unless otherwise agreed between the Customer and the Company, the
Company will respond to and deal with fault reports and faults during the
warranty period provided always that the Company will not deal with fault
reports and faults arising as a result of Force Majeure.
10.7 The Company may require the Customer to provide all reasonable cooperation
and assistance to the Company as may be necessary or
desirable in order to facilitate the maintenance and/or repair of the Goods
and/or Service. The Company may require the Customer, in appropriate
cases, to deliver the Goods and/or Service or part thereof to the Company
for inspection, testing and/or repair and to collect the same.
10.8 The Company may, at its sole discretion, offer the Customer the temporary
loan of Goods if it is required that the Goods are repaired during the
warranty period in which case the Nitel Rental Agreement terms and
conditions shall apply to the Goods so loaned.
10.9 Where the Company visits the Customer’s premises to repair the Goods
pursuant to any warranty provided under this Contract, the Company will
charge the Customer for such repair at its standard man-hour rate as
published from time to time.
10.10 Whilst reasonable care has been taken to exclude computer viruses, no
warranty is made that the Goods and/or Service is virus free. The Customer
shall be responsible to ensure that no virus is introduced to any computer or
network and shall not hold the Company responsible.
11.1 Where the Contract includes linking the Goods by cables or other means of
linkage whether on installation of the Goods or otherwise or linking the
Goods with other hardware, the Customer shall supply the Company, with a
plan of the building or any part thereof where the work is to be carried out,
such plan to show all pipes cables wires ducts and the mode of
construction of the structure of the building that may affect the manner in
which the cabling is carried out by the Company.
11.2 The Customer shall permit the Company to have access to the building or
the part thereof where the work is to be carried out for the purpose of
inspecting the building and for the purposes of carrying out the work.
11.3 The Company may carry out the cabling or other works on the date agreed
between the parties or, if the Company cannot carry out the work on the
agreed date for reasons beyond the reasonable control of the Company, on
such other date as the Company determines.
11.4 The Company shall carry out cabling work using all reasonable care and
skill and shall be entitled to rely on any plan supplied by the Customer and
any representations of the Customer concerning the positioning of all pipes
cables wires ducts and of the mode of construction of the structure of the
building. The Company shall not be responsible for any damage or loss
(whether directly or indirectly) caused by damage to the building or any part
of the structure to it or to any pipes cables wires or ducts or to the
11.5 Within a period of twenty one days after the cabling work has been
completed the Customer shall ensure it is tested. Such test is to include
validation of all manuals supplied and at the expiration of the period of
twenty one days it shall be deemed to have been accepted by the
11.6 Any grievances with regards to the Cabling must be made in writing stating
fully the relevant points within the test period as set out in clause 11.5.
12.1 If the Customer intends to attach the Goods to a Network provided by
Jersey Telecoms or any other telecommunications provider, the Customer
shall be responsible for:-
12.1.1 Where necessary obtaining the consent of the owner of the
Network for the connection of the Goods to the Network;
12.1.2 Purchasing and installing all Goods necessary to make the
said connection to the Network;
12.1.3 Paying all charges from time to time levied by the owner of
the Network for connection to the Network; and
12.1.4 At all times complying with such technical and other
regulations that the owner of the Network shall impose as a
condition of connection to the Network.
13 Copyright, Patents, Trademarks and Intellectual Property Rights
13.1 The Customer warrants that any specifications or plans which it produces to
the Company are not in breach of any rights of copyright or design or other
similar rights in favour of any other party and shall indemnify the Company
against all liability whatsoever including expenses and legal costs
reasonably incurred by the Company in respect of any claim which may be
made against the Company for alleged breach of any such right.
13.2 Each party shall treat as confidential all information obtained from the other
pursuant to this Contract and shall not divulge such information to any other
person (except to such party’s own employees and the Company’s subcontractors
and then only to those employees and sub-contractors who
need to know the same) without the other party’s prior written consent.
Provided that this clause shall not extend to information which was rightfully
in the possession of such party prior to the commencement of the
negotiations leading to this contract, which is already public knowledge or
will become so at a future date, where demanded by a body of government
status, (otherwise than as a result of a breach of this clause) or which is
trivial or obvious. Each party shall ensure that its employees are aware of
and comply with the provisions of this clause. The foregoing obligations as
to confidentiality shall survive any termination of this Contract.
13.3 The Customer acknowledges that any and all of the copyright, trade marks,
and other intellectual property rights used or subsisting in or in connection
with the Goods and/or Service and any parts thereof are and shall remain
the sole property of the Company or such other party as may be identified
therein or thereon and the Customer shall not during or at any time after the
completion, expiry or termination of the Contract or any other contract if
applicable to Goods in any way question or dispute the ownership thereof
by the Company
13.4 In the event that new inventions, designs or processes evolve in
performance or as a result of this Contract, the Customer acknowledges
that the same shall belong to the Company unless otherwise agreed in
writing by the Company.
13.5 The Customer shall indemnify the Company fully against all liabilities, costs
and expenses which the Company may incur as a result of work done in
accordance with the Customer's specifications involving infringement of any
copyright or other intellectual property right.
14 Default of Customer
14.1 The rights of the Company as set out in these terms and conditions shall
apply in addition and without prejudice to all rights that the Company may
have by common law statute or otherwise in respect of any default by the
14.2 If the Customer fails to take delivery of any part of the Goods at the time or
place required under the Contract the Company shall have the right (i) to
charge the Customer with reasonable storage charges until such time as
delivery is taken and/or (ii) at any time thereafter to give written notice to
the Customer requiring the Customer to take delivery of the Goods within a
period of twenty eight days and in the event of the Customer failing to take
delivery within such period the Company may, by sending further written
notice to the Customer treat the Contract as having been repudiated by the
Customer and recover from the Customer all losses damages and costs
incurred by the Company by virtue of such repudiation.
14.3 If the Customer fails to pay any monies due under the Contract within sixty
days of the due date of the invoice the Company shall have the rights (i) to
treat the Contract as having been repudiated by the Customer on the same
terms as set out in the above clause and/or (ii) to enter any premises of the
Customer and recover any part of the Goods which have been delivered to
14.4 The Customer will not be able to cancel any accepted orders without the
Company’s consent in writing and in circumstances which allow the
Company to cancel orders for Goods and/or Service and any related
materials made or specifically adapted to the Customer’s requirements.
14.5 Subject to clause 5.6 and without prejudice to any other right or remedy
available to the Company, the Company shall be entitled to cancel the
Contract or suspend further deliveries under the Contract without liability to
the Customer, and if the Goods have been delivered but not paid for the
Price shall become immediately due and payable notwithstanding any
previous agreement or arrangements to the contrary.
15 Exclusion of Liability
15.1 The following provisions set out the Company's entire liability (including any
liability for the acts and omissions of its employees agents and subcontractors)
to the Customer in respect of any breach of contract, breach of
warranty, misrepresentation, tortuous act or omission including negligence
or otherwise arising under or in connection with the supply of Goods or
Service. The Customer's attention is in particular drawn to these
15.2 The Company does not exclude or restrict liability for death or personal
injury resulting from its own negligence.
Terms and Conditions Reference 2009.2 issued Sep 2009
15.3 Except to the extent provided in the Service Level Agreement or any other
document or agreement and except as otherwise expressly agreed in
writing by the parties (in a Service Level Agreement or otherwise), the
Company shall not be liable to the Customer or to any other person for any
loss or damage whatsoever and howsoever caused arising directly or
indirectly in connection with the supply of the Goods and/or Service except
as provided in 15.2 above. Whilst the Company will use its reasonable
endeavours to maintain the quality of the maintenance and repair service
provided pursuant to the warranty given under 10.1 above and to ensure
that such services are available at all times, it makes no representation or
warranty in relation thereto.
15.4 Without prejudice to the generality of 15.2 or 15.3, the Company shall not
be liable to the Customer or to any other person for:
15.4.1. any defect in or poor quality of the Goods and/or Service;
15.4.2 any loss of profits, business revenue, goodwill or anticipated
savings, or any type of special, indirect or consequential loss
(including but not limited to loss or damage to data, Goods
and/or Service or property even if in the care, custody or
control of the Company) whether direct, indirect, foreseeable
15.4.3. any use of the Goods and/or Service by or activities of the
Customer, in particular but not limited to any acts which
under the laws of any jurisdiction infringe any third party's
intellectual property rights (including the use of any domain
name), infringe obscenity laws, constitute threats, are in any
way defamatory or are illegal or give rise to any liability in
15.5. The Company is not responsible for maintaining any insurance cover of any
nature to cover any loss by the Customer or any other party arising from the
sale or supply of the Goods and/or Service or otherwise and any such
insurance cover shall be the responsibility of the Customer.
15.6 If any exclusion or limitation of liability contained in this clause is invalid and
the Company becomes liable for any loss or damage, the Customer
(acknowledging that the Company is not able to evaluate any potential loss
to the Customer) agrees that the Company's liability shall in any event be
limited to the Price for any one event or series of events.
15.7 Each provision of this clause shall operate independently of each other
provision of this clause.
15.8 The Customer agrees to indemnify the Company and hold the Company
harmless in respect of all costs, damages, awards and expenses and
professional fees of any kind (without limit) arising from or in connection
with any claim brought against the Company by any third party located in
any jurisdiction arising from any use of the Goods and/or Service provided
to the Customer (by either the Customer or any other party) constituting any
unlawful act or otherwise giving rise to any liability. The Customer shall
immediately notify the Company in writing of any such claims of which it
becomes aware. The Customer further agrees to offer all reasonable
assistance to the Company in defending such claims at the sole expense of
16.1 These terms and conditions shall apply to all contracts made between the
Company and the Customer, whether written or oral, and whether expressly
mentioned or not.
16.2 These terms and conditions shall apply to the Contract save so far as
varied by or subject to any Special Condition agreed in writing and signed
by the Company.
16.3 The Customer shall have no right to modify cancel or change the delivery
date applicable to the Contract without the prior written consent of the
16.4 Neither the Contract nor any document forming part of the Contract shall be
binding on the Company unless it has been accepted by the Company
under the signature of one of its Directors or other authorised signatory
save that the Company may at its discretion accept any order placed by the
Customer by taking any step to fulfil such an order in which case the taking
of such step shall be deemed to be sufficient acceptance of the order by the
16.5 No quotation or estimate given by the Company shall be deemed to be an
unconditional offer by the Company unless expressed to be a Fixed
Quotation and valid until a given date in which case it shall be open to
acceptance by the Customer but only by written acceptance delivered to
the Company by such date.
16.6 The headings appearing in these terms and conditions are for guidance
only and shall not in any way be deemed to affect or prejudice the
interpretation or effect thereof save that those which appear under the
heading “Installation” shall only apply if the Contract provides for installation
of the Goods by the Company.
16.7 It is intended that these terms and conditions and any Special Conditions
shall be reasonable as between the Company and the Customer having
regard to the nature of the Contract but if at any time any of them is either
unenforceable or void at law it shall not adversely effect or prejudice the
remainder of the clauses or the Contract and it shall be deemed to be
excluded from these terms and conditions and (where possible) to be
replaced by such other enforceable and valid term or condition as shall be
as near as may be to the original in both form and effect.
17 Force Majeure
17.1 The Company shall not be liable in respect of any breach of the Contract
due to any cause beyond its reasonable control including (but without
limitation): act of God, pandemic, inclement weather, lightning, flood or fire;
industrial action or lockouts; the act or omission of Government, highway
authorities, or any other competent authority; war or armed conflict, military
operations, vandalism or riot; the act or omission of any other party and
national and/or civil emergencies.
18.1 The Customer may not assign the Contract without the prior written consent
of the Company
18.2 The Company reserves the right to assign all or part of the Contract to any
person and / or to sub-contract any of its obligations.
19 Entire Agreement
19.1 These Conditions supersede all prior oral or written communications
regarding the Goods and/or Service and contain the whole agreement
between the parties relating to the Goods and/or Service unless otherwise
agreed in writing.
20.1 Any notice or other communication required to be given or served for the
purposes of the Contract except where otherwise provided shall be in
writing and shall be deemed to have been duly given and served if sent by
post, facsimile or delivered by hand. Notices shall be deemed received 48
hours after posting or transmitting.
20.2 The Customer's address for correspondence shall be the contact address
as detailed in any Quotation or an address notified to the Company by the
Customer in writing or the Customer's usual or last known place of abode
or in the case of a limited company its registered office.
20.3 The Company’s address for correspondence shall be Nitel House, Coie
Lane, St Helier, Jersey, JE2 4LW. Notice can also be sent by facsimile with
confirmation by post or delivery tel 01534 727689.
21.1 If any provision of the Contract is held by any competent authority to be
invalid or unenforceable in whole or in part, the validity of the other
provisions of the Contract and the remainder of the provisions in question
shall not be affected.
22 Law and Jurisdiction
22.1 The Contract shall be governed by and construed and interpreted in
accordance with the laws of the Island of Jersey and the parties hereby
submit to the exclusive jurisdiction of the Royal Court of Jersey.
23 Data Protection
23.1 The Company will not without the Customer’s written consent disclose
information provided to it by the Customer for the purposes of the
Agreement to anyone other than members of the Nitel group or in order for
it to be able to provide the Customer with the Service.
23.2 The Company adheres to strict data protection policies in accordance with
the Data Protection (Jersey) Law 2005.
23.3 The Company reserves the right to disclose the name, address, telephone
and/or facsimile numbers and/or email addresses of the Customer to any
judicial, law enforcement, regulatory or governmental body or agency
where required by applicable law or by the Order of a court or other body of
competent jurisdiction to do so.