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Terms & Conditions

This agreement is made between Evercom Systems and the Customer whose details are set out in Section 1 overleaf and is subject to these terms and conditions.

1. Interpretation

1.1  In this Agreement unless the context otherwise requires: Agreement means this contract including any attached schedules and any variation made to it in accordance with Clause 19; Commitment Date means any date specified overleaf or on any attached sheets for any particular Service before which the Customer may not cancel the supply of that Service; Evercom  means Evercom Systems Limited together with any subcontractors which Evercom Systems may employ; Service(s) means the services detailed in Clause 22 or any subset thereof. Words in the singular include the plural and vice versa.

2. Provision of Services

2.1 Evercom Systems shall provide the Services on the terms and conditions of this Agreement.

2.2 Evercom Systems shall exercise reasonable care and skill of a competent telecommunication service provider in the performance of its obligations under this Agreement.

2.3 For operational reasons Evercom Systems may vary the functions of the Services from time to time and will use all reasonable efforts to notify the Customer of any necessary change in the Services.

2.4 It is technically impracticable to provide the Services free of faults and Evercom Systems does not undertake to do so. Evercom Systems will however use reasonable endeavours to remedy any failure of the Services as soon as reasonably practicable.

3.Ordering

3.1 The Customer may order new Services or expansion of existing Services from time to time. Any such order will only be deemed to have been accepted by Evercom Systems and be incorporated into this Agreement when Evercom Systems notifies the customer in writing of such order being accepted.

4.Suspension

4.1 Evercom Systems may at any time:

(a) temporarily suspend the Services for repair, maintenance or improvement of any of its systems wherever located;

(b) give instructions about the use of the Services which it considers reasonably necessary in the interests of safety, or of the quality of Services to its other customers; BUT before doing any of these things Evercom will give as much written or oral notice as is reasonably practicable in the circumstances and will restore the Services as soon as reasonably practicable after such temporary suspension.

5.Equipment

5.1 In the event that Evercom wish to install equipment to facilitate provision of the Services the Customer shall, at its own expense, in advance of installation:

(a) obtain all necessary consents including landlord and other buildings consents;

(b) provide a suitable environment including all necessary trunking, conduits and cable ducts;

(c) provide any necessary electricity supply;

(d) carry out all necessary preparatory work including the removal of all floor coverings and make good any such work.

5.2 Any equipment sited at the Customer s premises for the provision of the Services shall remain the property of Evercom at all times. The Customer shall be liable for any damage to such equipment howsoever incurred other than normal wear and tear.

6.Access

6.1 The Customer must allow anyone accredited by Evercom, on production of official evidence of identity and authority, reasonable access to its premises at reasonable times for the purposes of this Agreement and, where necessary, the Customer must obtain the permission of any other person if such permission is required. Evercom will try to comply with the Customers reasonable requirements as to the safety of people on the Customers premises.

7. Obligations of Evercom Systems

7.1 Evercom Systems will use reasonable endeavours to supply the Services to the Customer by any date agreed in writing.

8.2 In the event of a fault arising with the Services then Evercom  will follow the procedures set out in Clause 24 in relation to fault handling

8.Charges

The Customer shall be billed monthly in advance for any recurring charges for the Services

9.Payment

9.1 The Customer must pay the charges (without deductions) for the Services within 10 days of the date of any bill issued by Evercom Systems.

9.2 Unless otherwise stated all rates and prices are exclusive of value added tax which, where applicable, will be added to the Customer s bill at the prevailing rate.

9.3 Evercom Systems reserves the right to charge the Customer interest at the rate of 5% over the base rate of National Westminster Bank PLC from time to time for bills which are not paid by the due date as stated in clause 10.1.

9.4 Evercom Systems may from time to time limit the amount of credit which it advances to the Customer and Evercom Systems may require the Customer to pay a deposit, make payments on account or provide some other form of guarantee (all of which to be determined by Evercom Systems at its absolute discretion) as security for future charges.

10. Misuse of the Services

10.1 The Customer must not use or permit anyone else to use the Services:

(a) to send a message or communication which is offensive, abusive, indecent, defamatory, obscene or menacing;

(b) for any fraudulent, illegal or immoral purposes;

(c) other than in accordance with instructions issued by Evercom UK under paragraph 4(b);

(d) to cause annoyance, inconvenience or needless anxiety. If Evercom Systems suspends the Services for contravention of this Clause 11 it can refuse to restore it until it receives an acceptable assurance from the Customer that there will be no further contravention.

11. Indemnity

11.1 The Customer indemnifies Evercom Systems against any claims or legal proceedings (including damages, costs and expenses) arising solely from the Customer s use of the Services which are brought or threatened against Evercom Systems by any third party.

12. Security

12.1 In order to access the Services, Evercom Systems may provide the Customer with a set of passwords. The Customer is responsible for the security and proper use of all passwords relating to the Services and must keep them confidential and must not disclose them to any third party.

12.2 The Customer must inform Evercom Systems immediately if it suspects that any password in relation to the Services has become known to someone who is not authorised to use it.

12.3 If Evercom Systems suspects that there is likely to be a breach of security or a misuse of the Services it may change the Customer’s password and notify the Customer accordingly.

13. Intellectual Property Rights

13.1 Where software is supplied to enable the Customer to use the Services Evercom Systems grants the Customer a non-exclusive, non-transferable licence to use the software for that purpose only.

13.2 The Customer shall not copy, modify, reverse engineer, decompile or otherwise endeavour to obtain the source code of the software except to the extent permitted by law.

14.3 All intellectual property rights in the software shall remain the property of Evercom Systems or its licensors.

13.4 The Customer shall sign any agreement required by the owner of the intellectual property rights in the software to protect such rights.

14. Confidentiality

14.1 The parties will keep in confidence any information of a confidential nature obtained under this Agreement (whether written or oral), including but not limited to the prices payable by the Customer for the Services, and will not disclose such confidential information to any person (other than their employees who need to know the information for the purpose of this Agreement and who are under a duty of confidentiality equivalent to this Clause 15) without the prior written consent of the other party.

14.2 This Clause 14 will not apply to:

(a) any information which has been published other than through a breach of this Agreement;

(b) information lawfully in the possession of the recipient before the disclosure under this Agreement took place;

(c) information obtained through a third party who is free to disclose it; and

(d) information which a party is required by law to disclose.

15. Limitation of Liability

15.1 Evercom Systems does not exclude or limit its liability for personal injury or death caused by its negligence and paragraphs 15.2, 15.3 and 15.4 do not apply to such liability.

15.2 Evercom Systems will only be liable to the Customer for claims made by it in writing within six months of the date on which it becomes aware or ought reasonably to have become aware of the grounds of such a claim.

15.3 Subject to Clause 15.2 above, Evercom systems  aggregate liability to the Customer in connection with this Agreement whether in contract, tort (including negligence) or otherwise shall be limited to £10,000 in respect of any single occurrence or series of occurrences whether successive or concurrent in any 12 month period.

15.4 Subject to Clause 15.2 above, Evercom systems shall not be liable to the Customer in connection with this Agreement whether in contract, tort (including negligence) or otherwise for direct or indirect loss of profit, business, anticipated savings or wasted expenditure or for any indirect or consequential loss, corruption or destruction of data whether or not Evercom systems  was advised or aware of the possibility of such damages, losses or expenses.

15.5 Each provision of this Clause 16 operates separately and if any part is held by a court to be unreasonable or inapplicable the other parts shall remain in force.

16. Matters Beyond Either Parties Reasonable Control

16.1 Neither party is liable for any breach of this Agreement (other than the obligation to make payments due under it) to the extent that the breach was caused by a matter beyond its reasonable control including insurrection or civil disorder, war or military operation, national or local emergency, acts or omissions of government, highway authority or other competent authority, Evercom Systems compliance with any statutory obligation or any obligation under a statute, industrial disputes of any kind (whether or not involving Evercom Systems employees), fire, lightning, explosion, flood, subsidence, weather of exceptional severity, or acts or omissions of persons for whom it is not responsible (including in particular other telecommunications services providers).

17.Termination

17.1 Either party may terminate this Agreement with immediate effect on written notice to the other if the other:

(a) commits a material breach or persistent breaches of this Agreement (including a failure to pay any sums due under this Agreement) and, where such breach is capable of being remedied, has failed to do so within 14 days of written notice to do so;

(b) is subject to bankruptcy or insolvency proceedings or, in Scotland, sequestration proceedings, becomes insolvent, makes any composition or arrangement with or assignment for the benefit of its creditors, or goes into either voluntary (otherwise than for reconstruction or amalgamation) or compulsory liquidation, or a receiver or administrator is appointed over its assets.

17.2 Evercom Systems may (without losing or reducing any other right or remedy) suspend the Services (in whole or in part) temporarily without notice if:

(a) within 14 days of a written demand being sent, the Customer fails to pay any charges due to Evercom Systems under this Agreement or any other agreement you have entered into with Evercom Systems; or

(b) the Services are used in breach of Clause 11.

17.3 Evercom Systems may terminate this Agreement with immediate effect on written notice in order to comply with a decision or action of a competent regulatory authority.

17.4 This Agreement shall have an initial term of 36 months. Thereafter, the Customer may terminate this Agreement by giving 90 days written notice to Evercom Systems, such notice to expire on or after the initial Term. Evercom Systems may terminate this Agreement with immediate effect on giving no less than 60 days written notice to the Customer.

17.5 Early Termination charges vary according to the product or service taken out. For hosted, internet and line rental services the following rules apply. Within the first 12 months – the remaining rental for the first 12 months, and for Long Term contracts, a further 75% of rental for the remaining period of the contract. After the first 12 months – 70% of the rental for the remaining period of the Long Term contract.

Examples:

•If terminating a 12 month contract after three months, the remaining nine months rental will be charged.

•If terminating a Long Term contract after six months, the remaining six months rental, plus 75% of the rental\calls for the remaining contract term will be charged.

•If terminating a Long term contract after 12 months, 70% of the rental for the remaining contract term will be charged.

17.6 On termination all charges incurred up to the date of termination shall become immediately due and payable.

17.7 On termination of this Agreement (for whatever reason) all clauses shall remain in force.

17.8 The waiver or failure by Evercom Systems to exercise in any respect any right or remedy provided under this Agreement shall not be deemed to be a waiver of any further right or remedy under this Agreement.

18. Changes to this Agreement

19.1 This Agreement, other than the charges payable under it, may only be modified by a document in writing which refers explicitly to this Clause 19 and is signed by both the Customer and Evercom UK.

19. Entire Agreement

19.1 This Agreement comprising these terms and conditions, the information set out overleaf and any attached sheets sets out the entire agreement and understanding between the parties and supersedes all prior agreements, understandings or arrangements in respect of the subject matter of this Agreement. The parties acknowledge and agree that:

(a) they have not been induced to enter into this Agreement by any representations, warranty or other assurance not expressly incorporated in it;

(b) their sole remedies in connection with this Agreement are those for breach of contract and all other remedies are excluded; and

(c) this Clause 20 does not apply in relation to fraudulent representations.

20.Notices

21.1 A notice given under this Agreement must be in writing and may be delivered by hand or sent by facsimile or post to the addressee at the following addresses:

(a) To Evercom Systems at 5 Knuway House , Cranborne Road, Potters Bar, Hertfordshire, EN6 3JN.

(b) To the Customer at the address of your registered office or such other address as you advise to us in writing from time to time.

21.Assignment

22.1 The Customer must not assign or otherwise transfer any of its rights or obligations under this Agreement.

22.The Services

22.1 WLR3 Line Rental + calls (CPS)

22.2 ADSL\FTTP (internet connection)

22.3 hosted services

23.Fault Handling

24.1 In the event of a fault affecting service Evercom Systems will respond within 8 hours of the Customer reporting such fault to the Business Services Department on 0800 849 5555. If the fault is not cleared within the response time, a full progress report will be given by telephone.

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