Terms and Conditions

1 January 2017

Meerkat Comms Ltd fixed line terms and conditions.

Definitions

Tariff

You will be charged for line rental and calls at the rates established in your Client Service Agreement

Payment

Monthly invoices are to be paid by direct debit

Contract Length

The length is specified in the signed Client Service Agreement

Cancellation

If you wish to end your contract with us, you may do so by giving us at least 20 working days written notice before the end of any

contract period, or the agreement end date.

Account

Our records of your payments and outstanding charges, and your personal details.

Additional Services

Additional or supplemental services for which a charge is made in addition to the fixed periodic charges for the services (if applicable)

Care Level

Care Level means our fault repair response times

Charges

Charges under this agreement, including call charges in respect of access to, and use of, Services set out in the Customer Service

Agreement.

These charges include but are not limited to fixed recurring charges, usage charges, account management fees, fees for connection and reconnection, a cancellation fee (if applicable) and any costs in collecting outstanding payments from you.

Connected

The successful completion of a connection.

Connection

The process of giving you access to Services. “Disconnection” and “Reconnection” have a corresponding meaning.

Content

Information, communications, images and sounds, software or any other material contained on or available through the services (including being contained within an SMS or MMS).

Customer

You, or another person named by you, who is authorized to act in your place with regards to your account.

Minimum Term

The minimum period for the supply of services as specified Customer Service Agreement, and commencing on the date you are connected.

Suspension

The temporary Disconnection of Services. “Suspend” has a corresponding meaning.

Third Party Content

The Content owned or licensed by third parties.

Meerkat Comms Telecommunication Services

1. Service

This agreement covers the provision by Meerkat Comms Ltd to you of our telecommunication services. We may vary these terms and conditions within reason, at our discretion at any time, by giving you not less than 30 days written notice in advance inclusive of the date of posting. Amendments to our terms or charges are also published on our website.

2. How we provide the Services to you

Meerkat Comms Ltd provides services via WLR3 for telephone lines with Meerkat Comms Ltd. WLR3 means that Meerkat Comms Ltd will bill you for line rental of your BT line and BT Openreach will continue to maintain your line and fix any faults that may occur.

In all circumstances your phone line from the exchange to your premises will continue to be maintained and repaired by BT Openreach. You acknowledge that in order to avoid delays occurring in the ordering process, Meerkat Comms Ltd will need to be notified by BT of any products or services presently in use on your line that are incompatible with the WLR3 or NGN service.

BT or other network providers are under a strict duty not to disclose information about customers’ telephone services to a third party unless the customer has consented to such disclosure. In entering into this agreement you give consent to BT or other network providers to disclose such information to Meerkat Comms Ltd.

You also give Meerkat Comms Ltd authority to act as your agent to arrange connection onto Meerkat Comms Ltd services. If Meerkat Comms Ltd is unable to take over the provision of your line rental, for whatever reason, you hereby authorise us to carry your phone calls only through CPS (see below).

3. Carrier pre-selection (CPS)

CPS is the routing of your calls through a carrier other than BTTM. Your phone line(s) are still maintained by BT engineers but the calls are carried on another network. We may select and at any time change your carrier or other service provider for the purposes of providing CPS. You hereby permanently authorize us to give all notices, nominations and other authorizations necessary for us to provide the CPS service.

4. Duration

This contract will have the duration specified in the Customer Service Agreement. Your contract will start from the date the Customer Service Agreement is signed. We may end this contract without giving you notice if you break any of your obligations under 7 & 9. On termination of this contract for whatever reason, you agree to:

a. Immediately pay any outstanding invoices

b. Be responsible for any required engineering, reprogramming costs for you to use an alternative supplier. In addition, if you terminate this contract prior to the end of the contractual agreement specified in your verification call you will reimburse Meerkat Comms Ltd for any costs incurred in releasing you from your contractual obligations with BT or any other network provider prior to transferring you to the Meerkat Comms Ltd service, (if applicable).

5. Charges

Meerkat Comms Ltd charges you for using the services covered by this agreement. You are charged at the rates specified on the Client service Agreement

a. Charges are calculated from data recorded by us and not from your own records.

b. If we have not received payment by your bill due date we may disconnect your telephone service. A charge of up to twenty pounds will be added to your next bill to reinstate services suspended due to continued non-payment of an invoice.

c. We may lower our prices and will endeavour to inform you at least 30 days in advance of any such change.

d. All Meerkat Comms Ltd charges are subject to VAT at the prevailing rate.

e. Line rental, service charges and call packages are billed one month in advance.

f. Meerkat Comms Ltd do not hold responsibility for any termination charges issued by previous suppliers.

g. If we send an engineer to your Premises, we may charge you our then current charges, or pass on to you the fees of any third party providers.

h. We may charge you a monthly maintenance charge depending on the Care Level we agree with you.

i. If Meerkat Comms Ltd is not paid under the agreed terms then Meerkat Comms Ltd may exercise its right to claim compensation for debt recovery costs under the Late Payment of Commercial Debts (Interest) Act 1998.

6. Payment Terms

a. Direct Debit using GoCardless is the preferred method of payment

b. You will be notified of any problems with your payments or direct debit instruction. Arrears and/or unwillingness to maintain payment by direct debit may result in your lines being suspended.

c. In particular, 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 above the Bank of England base rate ruling from time to time calculated from the due date until collection.

d. Cancellation of your direct debit does not constitute cancellation of your contract. Cancellation of your direct debit will result in an administration charge.

e. You are protected at all times by the direct debit guarantee.

f. Meerkat Comms Ltd reserves the right to perform a credit check with no prior given notice on any legal entity, and to pass the entities credit history with Meerkat Comms Ltd on to other credit agencies and/or the county court.

g. Meerkat Comms Ltd reserves the right to request a deposit at any time, paid in advance, from the entity should periodical credit checks reveal insufficient credit scoring or County Court Judgments or if unusual usage and call charges are incurred. Should this request not be met within thirty days of notification by us we reserve the right to terminate this contract and to demand full and final settlement of any outstanding balances to be paid with immediate effect.

h. Meerkat Comms Ltd may, at its sole discretion 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 we 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.

i. If a customer’s account remains unpaid (in any part) for a period of thirty days after the original due date for payment, Meerkat Comms Ltd reserves the right to suspend the service, until the account is paid in full. We may also disconnect the service completely. Reconnection will incur additional charges.

j. If any portion of your bill is in dispute, you must continue to make payments against the remaining amount whilst the dispute is under investigation or it may result in your lines and services being suspended.

k. Should you be entitled to exit your Meerkat Comms Ltd contract within your minimum term without prejudice, you will still be required to make payment for services used.

7. Your Responsibilities

We agree to provide you with the service as specified on the confirmation call subject to the provisions of this agreement: You agree to:

a. Use the service in accordance with this agreement, any instructions given by any laws, regulations and licenses, which apply to the use by you of the services and us from time to time.

b. Not to allow an alternative supplier to override or bypass our service either through the installation of equipment or through the BT local exchange.

c. To be responsible for any reprogramming costs or equipment removal costs that may be required to terminate the service of any previous supplier.

d. Not to use the Services in any way Meerkat Comms Ltd considers is or is likely to be detrimental to the provision of the Services to you, or to the services we provide to any other Meerkat Comms Ltd customers.

e. Not to use the service to transmit any material, which may be abusive, offensive, obscene, indecent, menacing, defamatory or which might cause annoyance, inconvenience or needless anxiety to anyone or to commit a fraud or other criminal offence.

f. If you request and Meerkat Comms Ltd agrees to a change of all part of the Services, or a change of the Premises where we provide the Services to you, you must complete such formalities, as Meerkat Comms Ltd shall require, giving effect to such change. You shall pay to Meerkat Comms Ltd its then current charges to reflect such change of charges or Premises change. Meerkat Comms Ltd may require payment prior to effecting such changes. Meerkat Comms Ltd shall be entitled to revise the charges you pay to reflect the changes agreed with you.

g. You are responsible for terminating, at your own expense, any contracts you may have with your previous suppliers for services similar to our Services.

h. You shall terminate, at your own expense, any contracts you may have with your previous suppliers for services, which are not compatible with our Services.

i. Should you be entitled to exit your Meerkat Comms Ltd contract within your minimum term without prejudice, you must ensure that your gaining provider completes your transfer within a period not exceeding 60 days.

j. Should you be entitled to exit your Meerkat Comms Ltd contract within your minimum term without prejudice, you will still be required to make payment for services used.

8. Repairs to Service

a. We will use reasonable endeavours to provide an uninterrupted service, but you acknowledge and agree that from time to time faults may occur.

b. We are not responsible for repairing and maintaining your landline. BT Openreach™ will continue to have responsibility for maintaining your landline and fix any faults that may occur. Furthermore, if you have broadband on the landline and we are not providing this service to you; your broadband provider is responsible for repairing faults at the exchange level. We may, at our sole discretion and where applicable, report the fault to the party responsible for the service.

c. We will use reasonable endeavours to correct any defect or fault in our Services. To report a fault, please contact Customer Services between the hours of 0830-1730 Mon-Fri.

d. We will apply an engineering call out charge if we send an engineer to your premises and a fault or failure is on your own equipment, and not on Meerkat Comms Ltd Equipment or Services, or is caused by accidental damage or if an engineering appointment is missed. Additional time related charges and replacement equipment costs might also be added.

e. The speed with which faults are responded to on your line depends on its agreed Care Level.

9. Suspension of Service

We may suspend the service (without being liable to compensate you):

a. In the event of a local or national emergency.

b. To comply with a request from a government or other competent authority.

c. To protect or provide service to rescue or other essential services or otherwise.

d. To maintain the quality of our services or to upgrade the Services.

e. If you fail to pay any amount due to us, (whether or not we have issued you with an invoice)

f. If an event occurs that is beyond our reasonable control.

g. If you materially breach any part of this agreement.

h. If we have good reason to suspect fraudulent activity or misuse of our services or any other breach by you of this agreement.

i. If bankruptcy or insolvency proceedings are brought against you, or if you make an arrangement with your creditors or if a receiver, an administrative receiver or an administrator is appointed over any of your assets or if you go into liquidation or a corresponding event under Scottish Law

10. Cancelling your Service

a. Meerkat Comms Ltd will charge a disconnection fee if the line is ceased for any reason, charges may also apply.

b. If you wish to end your contract during the minimum period, you will be charged your monthly line rental and average bill amount in advance up until the end of your contractual agreement date. If your early termination fee is a lesser amount then there will be a minimum charge of one hundred and ninety nine pounds.

c. If you’re a business and you cease trade for any reason, the termination charge will not apply, provided we receive 20 working days written notice, backed by a legal document.

d. A cancellation reference number is given to every customer who requests to cancel within the transfer period. The customer must obtain a reference number from customer services for this request to be considered valid.

e. Any early termination fee credit provided by Meerkat Comms Ltd can only be used to pay for services provided by Meerkat

Comms Ltd. If the contract between you and Meerkat Comms Ltd is terminated, you must repay all early termination fee credits in full.

f. If your business or property where your line resides is subject to new ownership by a third party within your minimum period, the ownership of the lines and services will revert back to Meerkat Comms Ltd.

g. If your business or property where your line resides is subject to new ownership by a third party within your minimum period, if the third party does not elect to take a new contract with Meerkat Comms Ltd, then in order to protect both you and us from bad debt, then the lines may be subject to suspension and/or cessation for which you may be subject to charge in addition to an early termination fee.

h. If your business or property where your line resides is subject to new ownership by a third party within your minimum period, if the third party is not able to be contacted for a period not exceeding 30 days, then in order to protect both you and us from bad debt, then the lines may be subject to cessation for which you may be subject to charge in addition to an early termination fee.

i. If your business or property where your line resides is subject to new ownership by a third party within your minimum period and the third party elects to take a new contract with Meerkat Comms Ltd, then you will not be subject to an early termination fee.

11. VOIP FIXED NETWORK SERVICES

Whilst the Company will use its reasonable endeavours to provide any VOIP Fixed Network Services set out on an Order Form signed by the Company, the Company shall have no liability for the standard of quality or performance of the VOIP Fixed Network Services and the Company draws the following features of the VOIP Fixed Network

Services to the Customer’s attention:

a. the VOIP service may not offer all the features, quality or resilience the Customer may expect from a conventional phone line;

b. the VOIP service may sometimes be limited, unavailable or disrupted due to events beyond the Company’s control e.g. power disruptions, failures or the quality of any connection;

c. wherever possible, alternative arrangements should be made by the Customer and a traditional PSTN telephone line maintained at each Site;

d. the quality of a call made via VOIP is more akin to that experienced when making a call from a mobile network service to another mobile network service and this means that it is typically less than the quality experienced on a traditional land line;

e. if the Customer uses the VOIP service to make Emergency Calls, the location information received by the emergency services will be limited to the installation address of the Site, which may not be the location from which the call originated, and as such the customer may be required to provide information about the Customer’s location to the emergency services to allow them to respond;

f. emergency Calls made using the VOIP service may fail if there is a power failure or connection failure;

g. the ability for the Customer to make Emergency Calls cannot be guaranteed;

h. A VOIP originated Emergency Call will not receive the same network priority at all points on the network as that which an Emergency Call made on a mobile network or on a circuit switched fixed line will receive; and

i. the Customer’s equipment used to access the VOIP Fixed Network Services requires mains power to make Emergency Calls.

12. Use of Bandwidth

The Customer shall not use the bandwidth allocated to the VOIP service for any other purpose other than making and receiving VOIP calls. Should this prohibition not be complied with it is likely that the quality and availability of the VOIP services shall be materially reduced. The Customer acknowledges and agrees that the following items may be required at the Customer’s Site before the VOIP Fixed Network Services can be commissioned:-

a. IP phones or soft phones; and/or

b. IP Access Circuit and any corresponding data hardware including but not limited to routers and port switches.

c. The Customer shall provide to the Company (and update the Company in the event of any change in such details), the following records:-

1. a telephone number that may be used to call the Customer;

2. the Customer’s Site address including post code; and

3. where the Customer has nomadic applications that use more than one network termination point or equivalent, the address where the number is normally used.

13. Moving Premises

a. If you move premises you should give us as much notice as possible but not less than three (3) weeks to give us enough time to make the necessary arrangements

b. During a move, there may be some downtime on your line whilst work is carried out by Openreach. We will endeavour to keep any disruption to a minimum

c. If we are able to transfer the service to your new premises, we will do so within the existing contract term. Charges may be applicable and you will be advised of this in advance. Please note that it may not be possible to retain the same telephone number.

d. If we are unable to provide service at your new premises, we will allow you to cancel your contract without penalty

14. Complaints

We make every effort to ensure that our customers are happy with the level of service they receive from us. However, despite our best efforts, things can go wrong. We take customer complaints very seriously and aim to resolve them quickly and efficiently.

15. Liability

a. Neither of us will have to compensate the other for any detrimental event beyond the others reasonable control.

b. In this agreement, “beyond reasonable control” includes any act of God, reduction or failure of power supply, other telecommunication 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, employee dispute, or supply or equipment by third parties.

c. In any event, we 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 call carrier.

d. Without prejudice to this our liability to you in contract or tort arising under or in connection with this agreement shall be limited to a refund of our line rental charges for the period during which you were unable to use the services and in no event shall our liability to you for any event or series of connected events exceed five hundred pounds. We do not limit our liability for death or personal injury resulting from our negligence.

16. FRAUD AND SECURITY

a. The Customer shall ensure that user names and passwords used by it and/or its personnel and/or users in connection with the Services are kept secure and confidential at all times and are only used by authorised users. The Customer shall inform the Company immediately if the Customer knows or suspects that a user name or password has been disclosed to an unauthorised user, or is being used in an unauthorised way, or if there is any illegal, fraudulent or unauthorised use of the Services or Equipment. The Customer will not change or attempt to change a user name without the Company’s written consent.

b. The Company reserves the right (at the Company’s sole discretion):

1 to suspend access to the Services by one or more user names if at any time the Company thinks that there has been or is likely to be a breach of security (including a breach of the Customer’s obligations under this condition 16); and

2. to ask the Customer to (in which case, the Customer shall) change any or all of the passwords the Customer’s uses in connection with the Services.

c. The Customer will inform the Company immediately of any subsequent changes to the information the Customer supplies to the Company in connection with the Contract.

d. The Customer accepts and acknowledges that the Services are not guaranteed to be secure and the Company does not guarantee the prevention or detection of any unauthorised attempts to access the Services.

e. The Customer acknowledges that the Company has no control of a Customer’s PABX/switch configuration, voice mail security or other feature services enabled.

f. The Company shall not be responsible for call charges or other charges resulting from fraudulent and/or unauthorised use of the Equipment and/or Services or any use of the Equipment and/or Services by any unauthorised third parties (who are not employees of the Company). The Customer shall be responsible for all use of the Services in association with the Customer’s accounts whether or not authorised by the Customer. The Customer agrees to immediately notify the Company of any unauthorised use of the Customer’s account of which the Customer becomes aware and the Customer agrees to pay all additional charges related to fraudulent and/or unauthorised usage. The Customer is therefore urged to verify with their equipment provider that all necessary steps to combat fraudulent and/or unauthorised use have been taken.

g. Any assistance given by the Company in relation to fraudulent and/or authorised use by the Customer or third parties (or the prevention of such use) will be on a reasonable endeavours basis only and no liability can be accepted by the Company for any loss sustained by the Customer via fraudulent and/or unauthorised means that are beyond the Company’s reasonable control (save for any fraud and/or authorised use by an employee of the Company acting in that capacity).

h. The Customer shall, at all times, be responsible for:-

1. preventing unauthorised use of the Equipment and/or Services;

2. maintaining the security of all systems, Services, network elements and Equipment within its (or its employees’, agents’ or contractors’) control; and

3. maintaining (and ensuring that each of its authorised users maintains) at all times, the integrity and secrecy of all passwords, log-in details and access codes used for the purposes of accessing or using the Services or any systems, network elements or Equipment.

i. Without limitation, the Customer shall put in place and comply at all times with the following security measures:-

1. the Customer shall ensure that the password used in connection with the Equipment and/or Services is strong and is made up of not less than eight characters which shall include at least one number, one letter and one alphanumerical symbol;

2. the Customer shall regularly and at least every 6 (six) weeks change the password

3. the Customer shall restrict access to passwords to key individuals;

4. the Customer shall ensure that it has up to date anti-virus protections and that it has firewalls in place which are maintained by the Customer in accordance with best industry practices; and

5. the Customer shall, without delay, follow any security directions given to it by the Company from time to time.

j. The Customer acknowledges and agrees that it is responsible for all security measures directly relating to the CPE and Supported Equipment (if applicable).

k.The Customer shall ensure that when accessing any of its Hosted Data, it shall not access or attempt to access any other data held by the Company. If the Customer gains access to data other than the Hosted Data, it shall notify the Company immediately.

17. General

You may not transfer this agreement or any rights under it without our prior written consent. If any provision or condition of this agreement shall be invalid or unenforceable, the remaining terms shall continue to apply. This agreement and the documents referred to in it represent the entire contract between us, to the exclusion of any terms subject to which you may accept, or purport to accept, the service. Any variations (other than changes made in accordance with this agreement), shall be accepted by both of us in writing. Any failure by either of us to enforce any right shall not be deemed a waiver of any such right. 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. Any notice or other communications by us to you will be made to your current billing address held with Meerkat Comms Ltd and shall be valid and effective as soon as sent to you whether received by you or not. Any communications by you must be sent to our address and must quote your account number and shall not be effective until received by us.

18. The Direct Debit Guarantee

a. This guarantee is offered by all banks and building societies that take part in the direct debit scheme.

b. The efficiency and security of the Scheme is monitored and protected by your own bank or building society.

c. If the amounts to be paid or the payment dates change Meerkat Comms Ltd will notify you 10 working days in advance of your account being debited or as otherwise agreed.

d. If an error is made by Meerkat Comms Ltd or your bank or building society, you are guaranteed a full refund from your branch of the amount paid within 7 days.

e. If you receive a refund you are not entitled to, you must pay it back immediately when Meerkat Comms Ltd asks you to.

f. You can cancel a direct debit at any time by writing to your bank or building Society. Please also send a copy of your letter to us.