Terms & Conditions

CTECH Business Solutions Limited Standard Terms and Conditions.

Our provision of Services (and ancillary Products) is governed by this Customer Contract, General Conditions and the Special Conditions applicable to the relevant Services in force at the time your order is accepted, which are incorporated into and form part of the Contract between us. Save where the context requires, defined terms in this Order and the Special Conditions have the meaning given to them in the General Conditions.  General Conditions & all relevant Special Conditions must be accepted by an appropriate account user before this order can be accepted and processed. Every time you order Services (and ancillary Products) from us, the General Conditions and the Special Conditions applicable to the relevant Services in force at that time will apply to the Contract between us.

1. Definitions
The following words have the following meaning:

“Act” means the Communications Act 2003;

“CBS” means CTECH Business Solutions;
“Charges” means the charges payable by the Customer to CBS in respect of the Equipment and Services detailed in the Service Agreement Order Form;
“Controller, processor, data subject, personal data, personal data breach, processing and appropriate technical and organisational measures: as set out in the UK Data Protection Legislation” in force at the time;  

“Customer” means a person or entity who enters into a customer contract;

“Customer Contract” means an agreement between the customer and CBS for a service;

“Customer System” means the Customer’s system, software, network or equipment as described in the Order, which are the subject of the Support Services;
“Equipment” means any equipment which is supplied to the customer for the provision of the services;

“Maintenance Conditions” means these Additional Conditions which in addition to the General Conditions, shall apply to the provision by the Supplier of the Maintenance Services

“Maintenance Services” means the maintenance and support services and associated facilities described in the Order.

“Order Form”: means the CTECH Service Agreement order form (above), that outlines the Equipment and Services to be supplied by CBS;

“PBX” means Private Branch Exchange;
“Period” means the term of the contract as stated on the order form;

“Services”: means the Professional IT Services provided under the contract, including: Software Licences, User Right to Use Licences, Software Development, Project Management, Implementation Services, Training and After-Sales Support;

“Site” means the site locations owned or controlled by the Customer means at which the Services are to be provided to the Customer;

“UK Data Protection Legislation”: all applicable data protection and privacy legislation in force from time to time in the UK including the General Data Protection Regulation ((EU) 2016/679); the Data Protection Act 2018; the Privacy and Electronic Communications Directive 2002/58/EC (as updated by Directive 2009/136/EC) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended;

1.1 A reference to an Act of Parliament in the Agreement includes any amendment, replacement or re-enactment and includes any by-laws, statutory instruments, rules, regulations, orders, notices, directions, consents or permissions made under it and any conditions imposed by it.

1.2 A reference in these Conditions to the ‘Services’ shall (unless otherwise expressly indicated) be deemed to be a reference to the Maintenance Support Services and/or the Ancillary Services (as appropriate).

2. Appointment and Term
2.1 This agreement shall commence on the date hereof and will continue thereafter until the expiry of the Period and thereafter unless it is terminated as per clause 9.

3. Service Preconditions
3.1 The Customer will not interfere with or modify any Equipment and will not remove or alter an identification mark on the Equipment showing that it is owned by CBS; and
3.2 When the ownership of the Equipment is relevant, the Customer will make clear to third parties that the equipment is CBS’s property; and
3.3 The Customer is responsible at all times for ensuring the safe use and safe custody of the equipment whilst it is in the Customer’s custody, including procuring and maintaining an appropriate insurance policy; and
3.4 The Customer shall not attempt to let, sell, charge or otherwise deal with the equipment,
3.5 The Customer must allow engineering access to their company premises (should CBS deem it necessary, and inform the customer of the need to provide service). Continued failure to do so will be treated as a breach, and termination charges detailed in Clause 8.3 will apply.

4. Supply of Services
4.1 The company warrants to the customer that the services will be performed by appropriately qualified and trained personnel, and in accordance with the standards of a competent IT / telecommunications provider (and for voice services in compliance with applicable BT and DTI requirements) with due care and diligence and to such high standard of quality as it is reasonable for the customer to expect in all the circumstances.
4.2 Subject always to clause 11.1, the company shall use its reasonable endeavours to provide the service to the customer from or before the date notified to the customer for the commencement and correct any faults in the services notified to it by the customer as soon as reasonably possible.
4.3 The customer should provide all reasonable assistance to the company (including access to all locations at which the company’s equipment is situated or is to be situated), so as to enable the company to supply and continue to supply the services.

4.4 The customer shall not use the service for any improper or unlawful purposes, nor allow others to do so.

5. Changes to the Services
5.1 CBS may at any time change the service:

      (a) If it needs to do so to comply with any applicable safety or other statutory requirements; or
      (b) Where the change does not materially detract from the quality or performance of the Services; or

      (c) As otherwise required by the company in the normal course of running its business.

6. Suspension of Services
6.1 CBS may, without terminating this agreement, immediately suspend part or all of the Services until further notice if:
      (a) CBS is obliged to comply with an order, instruction or request of Government, an emergency services organization, or other competent administrative authority (including Oftel and     ICSTIS). CBS will give the Customer the maximum period of notice reasonably practicable in the circumstances if it needs to suspend the Services for this reason;
      (b) or CBS suspects fraudulent use of the Services;
      (c) or Customer fails to pay under agreed terms as per 8.1
6.1.2 The customer must pay the company for outstanding services via direct debit payment method as per payment terms due to this agreement under section 8.

7. Provisions relating to Services
7.1 The customer will be responsible for ensuring that the Services are not used for sending of any defamatory, offensive or abusive or obscene, or menacing material or in a manner which infringes the rights of any person (including rights of copyright or confidentiality) and if CBS incurs any liability to any person or expense in any way connected with any such use then the customer will promptly reimburse such amounts to CBS.
7.2 The customer must include telephone system related applications as part of their security policies and seek insurance against such acts. CBS will not be liable for any costs incurred due to fraud of any kind.

8. Charges and Payment
8.1 CBS accepts payment by Direct Debit Mandate only.

8.2 The customer must pay CBS the Charges for the Services by 30 days after the date of the invoice. If the Customer fails to make any payment within 30 days of the date of the date of invoice CBS may require the Customer to pay all sums due under this Agreement on demand.
8.3 All sums due to CBS under this Agreement are exclusive of Value Added Tax and any other applicable taxes which may from time to time be introduced, which shall be charged in accordance with the relevant regulations in force at the time of making the taxable supply and must be paid by the Customer.
8.4 The amount of Charges due to Customer shall be by reference to data recorded or logged by CBS and no data recorded or logged by the Customer.
8.5 If the Customer wishes to dispute any invoice the following provisions apply:
      (a) The Customer must contact CBS in writing or by telephone within 14 days of the date of invoice. The customer must pay any undisputed amount by the due date;
      (b) CBS will use its reasonable endeavours to resolve any dispute about a genuine grievance within 30 days of the Customer contacting CBS;
      (c) If the dispute is resolved in the Customer’s favour, CBS will accept any payment of a lesser amount as agreed, and give credit to the Customer in its next invoice;
      (d) If the dispute is resolved in CBS’s favour, the customer must pay any amount it has withheld within 14 working days and CBS may require the customer to pay any fees or expenses reasonably incurred by CBS in collecting, or attempting to collect, any charges owed by the Customer.
8.6 CBS may at any time vary the charges by decreasing the charges, without notice. CBS will notify the Customer of any decrease as soon as reasonably practicable after it becomes effective.

 8.7 CBS may at any time vary the charges by increasing the charges. CBS will notify the Customer of any increase as soon as reasonably practicable, with a minimum 30 days-notice.      

9. Suspension and Termination
9.1 Unless terminated as otherwise herein provided, the term of this Agreement shall be for the Minimum Period (as defined in the Order Form), from the date of the last signature of the Order Form.

9.2 The term may be extended after the end of the Minimum Period or any extended term, at the option of the Customer, giving at least 30 days written notice prior to the end of the minimum period or the end of any extended term.   CBS will either:

      (a) Agree to the requested extension maintaining the current charges, or

      (b) Provide a new quotation with revised charges, as necessary.

9.3 Without prejudice to any other rights it may have in law, CBS may suspend the services immediately if:

      (a) CBS has reasonable grounds for believing that the equipment is used or may be used in an unauthorised or illegal manner; or

      (b) The customer is in breach of any terms of the contract; or
      (c) The customer notifies the company that the equipment is lost or stolen; or
      (d) The customer’s network fails or is being tested, modified or maintained; or
      (e) The Customer fails to pay to CBS any charges when they become due, unless a good faith dispute arises as per 8.5
9.4 In the event that the company suspends the services pursuant to clause 9.3, CBS will not provide the applicable services again until the Customer takes such action as may in CBS’s absolute discretion be required; and the Customer shall continue to be responsible for CBS’s charges in accordance with clause 4 unless either party terminates in accordance with the remainder of this clause 9.

9.5 Either party may terminate the contract in respect of all or part only of the Service without liability to the other by giving notice to the Customer at any time if:

      (a) The Customer commits any breach of the contract and, in the case of a breach capable of remedy, fails to remedy the same within 14 days after receipt of written notice from CBS giving particulars of the breach and requiring it to be so remedied; or

      (b) The Customer makes any voluntary arrangement with its creditors (within the meaning of the insolvency Act 1986) or (being an individual or firm) becomes bankrupt or (being a company) becomes subject to an administration order or goes into liquidation (otherwise than foe the purpose of amalgamation or reconstruction); or

      (c) An encumbrancer takes possession, or a receiver is appointed, of any of the property or assets of the Customer; or

      (d) The Customer ceases, or threatens to cease, to carry on business or substantially changes the nature of its business;

      (e) The Customer reasonably apprehends that any of the events mentioned above is about to occur in relation to the Customer and notifies the Customer accordingly. 

9.6 To terminate the agreement, the Customer must give one month’s written notice to CBS. Such notice must be served by recorded first class post to the registered address of CBS on letterhead or from a recognised email address. Upon receipt of written notice CBS will respond via email or recorded first class post acknowledging receipt of said notice.

10. Limitations of Liability

10.1 Nothing in these Terms shall exclude or limit the liability of either party to the other:

      (a) for death or personal injury caused as a result of its negligence or the negligence of its employees, agents or subcontractors;

      (b) for fraud or fraudulent misrepresentation;

      (c) for breach of the terms implied by section 2 of the Supply of Goods & Services Act 1982.

10.2 Subject to clauses 10.1 the total liability of the Customer to CBS arising under or in connection with the agreement, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed:

      (a) in respect of damage to, or destruction of, tangible property, £50,000; and

      (b) in respect of all other damage, loss, or liability, £50,000.

10.3 The provisions of this clause 10 shall survive termination or expiry of the Agreement.

11. Force Majeure

Neither party shall be obliged to carry out any obligation under this agreement where performance of such obligation is prevented due to any causes beyond that party’s reasonable control, including, but not limited to, failure or shortage of power supplies, labour shortage or labour disputes, the order, instruction, request, act or omission of Government, an emergency services organisation, other telecommunications operators or administrations or other competent authority, legal or statutory obligations, the obstruction by a third party of line of sight between microwave installations, or difficulty, delay or failure in manufacture, production or supply by third parties of either equipment or services or both resulting from the same or a similar type of force majeure cause.

12. Confidentiality

12.1 The provisions of this clause do not apply to any Confidential Information which:

      (a) is in or enters the public domain other than by breach of the agreement; or

      (b) is obtained from a third party who is lawfully authorised to disclose such information; or

      (c) is authorised in writing by the other party for release.

12.2 Nothing in this Clause prevents the Customer from disclosing confidential information where it is required to be disclosed by judicial, administrative, governmental or regulatory process in connection with any action, suit proceeding or claim or otherwise by applicable law.

12.3 The provisions of this clause survive the termination or expiry of this agreement.

13. GDPR & Data Protection Privacy Statement

This privacy policy sets out how CBS uses and protects any information that you give CTECH Business Solutions Limited.

13.1 Both parties will comply with all applicable requirements of the Data Protection Legislation.

13.2 This clause 13 is in addition to, and does not relieve, remove or replace, a party’s obligations or rights under the Data Protection Legislation.

13.3 Without prejudice to the generality of clause 13.1, the Customer will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the Personal Data to CBS for the duration and purposes of this agreement.

13.4 CBS is committed to ensuring that your privacy is protected. Should we ask you to provide certain information by which you can be identified then you can be assured that it will only be used in accordance with this privacy statement.
13.5 Without prejudice to the generality of clause 13.1, CBS shall, in relation to any Personal Data processed in connection with the performance by CBS of its obligations under this agreement:

      (a) process that Personal Data only on the documented written instructions of the Customer unless CBS is required by Applicable Laws to otherwise process that Personal Data. Where CBS is relying on Applicable Laws as the basis for processing Personal Data, CBS shall promptly notify the Customer of this before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit CBS from so notifying the Customer;

      (b) ensure that it has in place appropriate technical and organisational measures, reviewed and approved by the Customer, to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting Personal Data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to Personal Data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it);

      (c) ensure that all personnel who have access to and/or process Personal Data are obliged to keep the Personal Data confidential; and

      (d) not transfer any Personal Data outside of the European Economic Area

      (e) assist the Customer, at the Customer’s cost, in responding to any request from a Data Subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;

      (f) notify the Customer without undue delay on becoming aware of a Personal Data Breach;

      (g) at the written direction of the Customer, delete or return Personal Data and copies thereof to the Customer on termination of the agreement unless required by Applicable Law to store the Personal Data; and

      (h) maintain complete and accurate records and information to demonstrate its compliance with this clause 13.

13.6 The Customer does not consent to CBS appointing any third-party processor of Personal Data under this agreement.

13.7 Either party may, at any time on not less than 30 days’ notice, revise this clause 13 by replacing it with any applicable controller to processor standard clauses or similar terms forming part of an applicable certification scheme (which shall apply when replaced by attachment to this agreement).

13.8 CBS may change this policy from time to time. You should check with us regularly to ensure that you are happy with any changes. This policy includes the new requirements of the GDPR.
13.9 The personal information we collect might include your name, address, postcode, phone numbers, email address, IP address, and information regarding what pages you may also have accessed on our website and when. We will not collect, store or process data that is labelled as sensitive under GDPR.
13.9.1 We require this information to understand your needs and provide you with a better service, and in particular for the following reasons:
   (a) Internal record keeping.
   (b) We may use the information to improve our products and services.
   (c) We may periodically send technical updates, promotional emails about new products, special offers or other information which we think you may find interesting using the email address which you have provided.
   (d) From time to time, we may also use your information to contact you for market research purposes. We may contact you by email, phone, fax or mail. We may use the information to customise our website according to your interests.
 13.10 We are committed to ensuring that your information is secure. In order to prevent unauthorised access or disclosure, we have put in place suitable physical, electronic and managerial procedures to safeguard and secure the information we collect on-line.
13.11 There may be occasions where data may be transferred outside of the EU for storage or processing (e.g. bulk email providers). Where necessary, we will take steps to ensure that there are adequate safeguards in place to protect your personal data.
13.12 You may request details of personal information which we hold about you under the GDPR (previously the Data Protection Act 1998). If you would like a copy of the information held on you please email us at [email protected]

14. Notices

14.1 Notices under this agreement must be in writing and shall be hand delivered or sent by first class prepaid post or email to the recipient’s address specified on the first page as varied by notice in writing from time to time.

14.2  A notice given in accordance with clause 14.1 is taken to be received, in the absence of evidence of earlier receipt; If hand delivered, on delivery; If sent by first class prepaid post, three days after the date of posting; or If sent by email

15. Waiver

No failure or delay by a party to exercise any right or remedy provided under this agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of that right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

16. Rights and remedies

Except as expressly provided in this agreement, the rights and remedies provided under this agreement are in addition to, and not exclusive of, any rights or remedies provided by law.

17. Assignment

17.1 The Supplier shall not, without the prior written consent of the Customer, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this agreement.

17.2 The Customer may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this agreement.

18. Variation

No variation of this agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

19. Third party rights

No one other than a party to this agreement, shall have any right to enforce any of its terms.

20. Governing law

This agreement and any disputes or claims arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) are governed by, and construed in accordance with, the law of England and Wales.

21. Jurisdiction

Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).