Supplemental - Connectivity Services
Where a Customer purchases Connectivity Services (as defined below) from Trustack, these Supplemental Terms shall apply, in addition to those in the Agreement.
Interpretation
These additional definitions apply:
Associated Company | means a company within the Customer’s Group. |
Call | means a signal, message or communication which is silent, spoken or visual on each Line. |
Carrier | the connectivity vendor, the identity which would be set out in the Quotation and depends upon which services are available within the Customer’s postcode. |
Commencement Date | the date on the Quotation or the date each Connectivity Service is first made available to the Customer for use, whichever is the latest. |
Customer Service Plan | means the provisioning and fault management support processes and escalation paths as may be published and varied by Trustack from time to time. |
Group | in relation to a company, that company, any company of which it is a subsidiary from time to time (its holding company) and any other subsidiaries from time to time of that company or its holding company. Each company in a Group is a member of the Group. |
Line | means a connection to Trustack’s network or that of Trustack’s suppliers, whether direct or indirect. |
Minimum Term | means each minimum initial and subsequent period of service for each Connectivity Service as shown on the Quotation. The initial period to start on the date on which the relevant Connectivity Service is first made available to the Customer for use. For the avoidance of doubt, unless otherwise agreed or if not stated on the Quotation, the Minimum Term will be 12 (twelve) calendar months. |
Renew | means, unless otherwise stated, an automatic renewal of these Supplemental Terms for a further 12 (twelve) calendar months after the initial Minimum Term and each subsequent 12 (twelve) month renewal thereafter. |
Rental Equipment | means the equipment identified in the Quotation or otherwise notified to the Customer in writing that Trustack or the Carrier will rent to the Customer as part of Trustack’s provision of the Connectivity Services and which the Customer will return to Trustack after expiry or termination of these Supplemental Terms. |
Sale Equipment | means the equipment identified in the Quotation or otherwise notified to the Customer in writing that Trustack will sell to the Customer, subject to the provisions of these Supplemental Terms. |
Connectivity Services | means all or part of the services described in paragraph 2 or identified in the Quotation and any related services that Trustack agree to provide to the Customer under these Supplemental Terms. |
Tariff | Trustack’s tariff referred to in the Quotation and as amended from time to time. For the avoidance of doubt, any tariff sheet provided by the Customer is not a valid Tariff. |
1. Term
1.1 These Supplemental Terms commence on the Commencement Date. The Customer accepts that this may mean there will be multiple Commencement Dates. Each individual Commencement Date will be subject to a Minimum Term and shall continue to Renew unless otherwise terminated.
1.2 Trustack will use reasonable endeavours to provide the Customer with the Connectivity Services by the date(s) agreed with the Customer and to continue to provide the Connectivity Services until these Supplemental Terms are terminated. However, Trustack will not be liable for any loss or damages should the Connectivity Services not commence or restart on the agreed date. All Connectivity Services will be provided in accordance with the Customer Service Plan.
2. Provision of the Connectivity Services
2.1 The Connectivity Services Trustack supply to the Customer are those Connectivity Services which the Customer have ordered by telephone, or in writing, and are set out in the Quotation attached to these Supplemental Terms confirming the order, which Trustack have agreed in writing to supply to the Customer.
2.2 These may include (but are not limited to):
2.2.1 the provision of a Line or Lines for a rental charge (for example PSTN or ISDN services) (Outbound Service);
2.2.2 the provision of broadband internet access (Broadband Service);
2.2.3 the provision of inbound telephony services (Inbound Service);
2.2.4 the provision of data services (data service); or
2.2.5 any other Connectivity Services which Trustack may offer for sale from time to time.
2.3 For the avoidance of doubt, the Customer may not resell the Connectivity Services although they may be utilised by an Associated Company of the Customer, and for which use, the Customer shall remain fully liable.
2.4 In providing the Connectivity Services Trustack shall use the reasonable skill and care that may be expected from a competent telecommunications service provider.
3. Misuse of the Connectivity Services
3.1 The Customer must not use the Connectivity Services:
3.1.1 to make abusive, defamatory, obscene, offensive, indecent, menacing, disruptive, nuisance or hoax Calls, emails or other communications or Calls, emails or other communications in breach of privacy or any other rights;
3.1.2 to send, knowingly receive, upload, display, download, use or re-use material which is abusive, defamatory, obscene, offensive, indecent or menacing or in breach of copyright, privacy or any other rights;
3.1.3 to send and receive data in such a way or in such amount so as to adversely affect the network (or any part of it) which underpins any Telecommunications Service or to adversely affect Trustack’s other customers or customers of Trustack’s suppliers;
3.1.4 for the carrying out of fraud, an unlawful activity or a criminal offence or in a way which does not comply with the terms of any legislation;
3.1.5 in a way that does not comply with any instructions given by Trustack to the Customer;
3.1.6 to obtain access, through whatever means, to restricted areas of the underlying network; or
3.1.7 in a way which (in Trustack’s reasonable opinion) brings Trustack’s name into disrepute, or which places Trustack in breach of any legal or regulatory obligations, and the Customer must make sure that this does not happen.
3.2 If a claim is made against Trustack because the Connectivity Services are misused in these ways, the Customer must indemnify Trustack in respect of any sums Trustack are obliged to pay and/or costs Trustack incur.
4. Broadband Service
4.1 If Trustack consider that the Customer’s bandwidth usage profile is abnormal (as determined by the Carrier) or out of the ordinary (including without limitation extremely high levels of bandwidth use in a given period and as determined by the Carrier), Trustack have the right to take such action as Trustack deem appropriate which may include, without limitation, restricting or suspending the Customer’s use of the Broadband Service, or increasing the charges the Customer pays for the Broadband Service.
4.2 Trustack will make reasonable endeavours to inform the Customer in advance if Trustack impose any restrictions on the Customer’s use of the Broadband Service.
4.3 The Customer’s use of the Broadband Service is entirely at the Customer’s own risk. Trustack will not be liable for any loss or damage arising from any virus, trojan horse, spam or other malicious content that the Customer may receive while using the Broadband Service notwithstanding that there may be a firewall contained in equipment supplied in connection with the Broadband Service.
5. Outbound Service
Where the Customer uses a Call forwarding feature on any of the Connectivity Services, the Customer agrees and accepts that such forwarded Calls will be chargeable at the rate applicable on the Tariff at the time.
6. Inbound Service
6.1 Trustack reserve the right to apply a monthly charge for each inbound number which does not carry any traffic for any period of 3 (three) consecutive months. Where this charge has been applied and a number subsequently carries traffic in any month then this charge will not apply to the months where there is traffic.
6.2 Trustack reserve the right to apply a nominal monthly charge for each inbound number where the only Connectivity Service the Customer take from Trustack is the Inbound Service.
6.3 If an inbound number is withdrawn by Ofcom or any of Trustack’s suppliers for reasons beyond Trustack’s control, Trustack reserve the right to recover the number(s) from the Customer immediately. Trustack will use reasonable endeavours to supply the Customer with another number which is acceptable to the Customer.
6.4 Where the Customer takes an international number as part of the Inbound Service, in addition to the above, the following shall apply:
6.4.1 Trustack cannot guarantee support for Calls from mobile numbers unless otherwise specified and in these cases, there will be an additional charge;
6.4.2 the Customer accepts that restrictions to the Connectivity Services may apply in certain countries; and
6.4.3 Trustack are reliant on third parties for delivery of the Customer’s billable Call records so there may be a delay in us billing the Customer for any such international inbound Calls, there will be no time limit on us billing the Customer for these Calls. In some cases, Calls will be logged in two parts and Trustack may bill these parts in different months, but endeavour to do this within 2 (two) concurrent months.
6.5 Trustack cannot guarantee Call quality and shall not be liable for service incompatibility. It is recommended that the Customer perform full compatibility tests prior to publishing any number(s) provided by Trustack.
7. All Connectivity Services
7.1 All Connectivity Services are subject to Acceptable Use Policies and Fair Use Policies as notified to the Customer from time to time. Where any fair usage is exceeded, additional charges will apply.
7.2 The Customer agrees and acknowledges that its use of a Connectivity Service must comply with all relevant legislation, regulations, guidelines and codes of practice and that Trustack will not be liable where the Customer’s use of this Connectivity Service fails to comply. Should Trustack reasonably suspects that the Customer’s use of a Connectivity Service is in breach of any applicable legislation, regulation, guidelines or codes of practice or any other reasonably suspected abuse or bad practice then Trustack reserves the right to suspend or terminate such Connectivity Service with immediate effect.
7.3 The Customer agrees that some Connectivity Services variants may be subject to availability and where an ordered Connectivity Service is not available for any reason Trustack reserves the right to provide an alternative Connectivity Service variant for which the Customer may incur different charges. Where a Connectivity Service variant is not available, Trustack will make best endeavours to advise the Customer of this before progressing with the Customer’s order.
8. Telephone numbers
8.1 The Customer accepts that it does not own the number(s) provided to it and that these Supplemental Terms are personal to the Customer. Therefore, the Customer has no right to sell or to agree to transfer the number(s) provided to it for use with the Connectivity Services (where applicable) and the Customer must not do so or try to do so.
8.2 The Customer does have the right to request to migrate numbers to another provider subject to the Customer’s remaining contractual obligations contained within these Supplemental Terms.
9. Telephone books and directory enquiries
9.1 If the Customer requests a special entry in the telephone book, the Customer must let Trustack know. Where Trustack agrees to a special entry, the Customer will be liable to pay an extra charge and sign a separate agreement for that special entry.
9.2 It is the Customer’s responsibility to verify that all directory entries are correct and remain correct. Other than where the error is as a result of Trustack’s negligence, Trustack accept no liability for any errors nor are Trustack liable for any costs, financial losses or disputes that may arise from any omission or inaccuracy in the entry.
10. Changes and interruptions to the Connectivity Services
Trustack cannot guarantee and does not warrant that the Connectivity Services will be free of interruptions or will be fault-free and Trustack will not be liable for any loss or damages should the Connectivity Services be interrupted from time to time. The Customer accepts that there may also be degradations of the quality of the Connectivity Service from time to time due to matters beyond Trustack’s control (see clause 18 in the Agreement (Force Majeure)), and that Trustack will not be liable for any loss or damages should the quality of the Connectivity Service be affected by such matters.
11. Equipment
To the extent possible and where relevant, Trustack shall use reasonable endeavours to pass on to the Customer the benefit of any manufacturers’ warranties in relation to Sale Equipment or Rental Equipment supplied by Trustack in connection with the Connectivity Services.
12. Sale Equipment
12.1 The quantity, quality and description of and any specification for the Sale Equipment shall be those set out in the Quotation or product service descriptions as may be amended from time to time.
12.2 Trustack shall deliver the Sale Equipment to the Customer’s address as specified in the Quotation, and time shall not be of the essence for delivery.
12.3 Risk in the Sale Equipment will pass to the Customer on delivery of the Sale Equipment. Therefore, it is the Customer’s responsibility to look after the Sale Equipment once it has been delivered, and the Customer will have to pay if the Customer wishes to replace or repair the Sale Equipment if it is lost, stolen or damaged whilst in the Customer’s possession.
12.4 The Customer will not own the Sale Equipment until the Customer has paid Trustack in full for the Sale Equipment and Trustack reserves the right to require the Customer to return, or for Trustack to collect (at the Customer’s cost) the Sale Equipment if the Customer does not pay in full for the Sale Equipment by the due date for payment. Subject to the foregoing, the Customer will be entitled to continue to use the Sale Equipment after expiry or termination of these Supplemental Terms.
12.5 In instances whereby the Customer will be responsible for installing the Sale Equipment (i.e. self-install equipment), the Customer will be solely responsible for installing the Sale Equipment. Trustack will not be liable for any loss, costs, damages or faults caused by, or repairs required as a result of, installation or misuse of, or damage to, any Sale Equipment. The Customer agrees to indemnify Trustack for all claims, losses, damages and expenses that are brought against Trustack, incurred by Trustack, or arise as a result of the same.
13. Rental Equipment
13.1 Trustack or the Carrier will at all times own all Rental Equipment supplied to the Customer. The Customer will not let, sell, charge, assign, sub-license or allow a third party to use the Rental Equipment nor remove any labels, and shall not prejudice Trustack’s rights in the Rental Equipment in any way. Trustack may replace the Rental Equipment from time to time with the Customer’s prior consent provided that the replacement Rental Equipment is of a specification that is at least equal to the Rental Equipment originally supplied and such change does not materially disrupt the provision of the Connectivity Services.
13.2 Subject to the other terms of this paragraph 13, Trustack (or an authorised representative) shall, during Trustack’s usual working hours:
13.2.1 where necessary install the Rental Equipment at the Customer’s premises at a time and date agreed with the Customer; and
13.2.2 use Trustack’s reasonable endeavours to repair any faults to the Rental Equipment in accordance with Trustack’s standard procedures (which are available on request).
13.3 It is the Customer’s responsibility to look after the Rental Equipment that is in the Customer’s possession or custody and the Customer agrees to pay for the Rental Equipment to be replaced or repaired if it is lost, stolen or damaged.
13.4 The Customer will notify Trustack promptly of any faults which occur, any repairs which become necessary, and of any loss, theft or damage to the Rental Equipment.
13.5 The Customer agrees that the Customer will only use the Rental Equipment in conjunction with the relevant Connectivity Services and shall comply with Trustack’s reasonable instructions in relation to its use.
13.6 The Customer shall be responsible for maintaining adequate cover in place to insure the Rental Equipment while it remains in the Customer’s possession and custody. The Customer will also be responsible for obtaining and, where appropriate, paying for all necessary licenses, consents and approvals required for the installation and use of the Rental Equipment.
13.7 The Customer will not (and the Customer will ensure that no-one else will) repair, alter, modify or maintain, or make any additions or attachments to, or otherwise alter, the Rental Equipment without Trustack’s prior written consent. Trustack will not be liable for any costs or charges incurred, faults caused by, or repairs required as a result of, installation or programming of Rental Equipment that is carried out by any other person (other than Trustack’s employees or agents). The Customer agrees to indemnify Trustack for all losses, damages and expenses that are brought against or incurred by Trustack, or arising as a result of the same.
13.8 On expiry or termination of these Supplemental Terms or the relevant Connectivity Service, all Rental Equipment must be returned to Trustack in reasonable condition, subject to reasonable wear and tear. If the Customer fails to return or make available for collection the Rental Equipment in a reasonable condition or at all Trustack may, at its option, invoice the Customer for a sum equal to the original cost of the Rental Equipment less any depreciation together with any costs reasonably incurred by Trustack.
13.9 In the event that the Customer returns Rental Equipment to Trustack and it is not received by Trustack, in the absence of reasonable evidence that the Rental Equipment has been delivered, the Customer accepts that the Customer shall remain liable for the Rental Equipment.
14. Entry to the Customer’s premises
If Trustack’s engineers or sub-contractors have to enter the Customer’s premises, the Customer agrees to let them do so within normal working hours (Monday to Friday, 9am to 5pm) or otherwise if agreed with the Customer in advance. Trustack will meet the Customer’s reasonable requirements regarding the safety of people on the Customer’s premises and the Customer must do the same for Trustack.
14.1 If Trustack need someone else’s permission to cross, or put its equipment in, or make an installation on its premises, the Customer must get that permission for Trustack and make any necessary arrangements. Trustack will not be liable for any loss or damage where this permission is not obtained by the Customer and the Customer agrees to pay any costs actually incurred.
14.2 When the work is completed, the Customer will be responsible for putting items back and for any necessary re-decorating.
14.3 The Customer shall be responsible for ensuring that its premises are safe, and Trustack may, in its sole opinion, refuse to enter the premises should the premises be unsafe, or should the Customer be in contravention of any Government guidance issued from time to time, including but not limited to, health and safety.
15. Paying our charges for the Connectivity Services
15.1 The Customer must pay the charges for the Connectivity Services according to the applicable Tariff(s). This applies whether the Customer or someone else use the Connectivity Services and whether the Connectivity Services are used with the Customer’s full knowledge and consent or otherwise. (This means by way of example but not by way of limitation that the Customer is liable to pay for all calls made as a result of “rogue diallers”, unbarred premium rate numbers and Calls made by any third party gaining unauthorised access to the Customer’s telephony systems). Trustack may vary the charges set out in the Tariff.
15.2 The Quotation and Tariff(s) set out whether installation costs are payable for the Connectivity Services Trustack has agreed to supply to the Customer. However, Trustack may be unable (due to third party constraints) to tell the Customer when the Customer places, or Trustack confirms, the Customer’s order for the Connectivity Services how much these installation costs will be. If this is the case, Trustack will give the Customer an estimate of how much the installation costs will be prior to commencement of the installation work, but there may be supplementary excess construction charges. The Customer agrees to pay all installation costs actually incurred. In the event of an installation being cancelled before being completed the Customer agrees to pay all of the installation costs actually incurred to the point of cancellation which will be notified to the Customer at the time.
16. Paying for Equipment
16.1 The Customer shall pay the charges for any Sale Equipment that Trustack supplies to it. Trustack will invoice the Customer for the Sale Equipment in the next invoice following the date on which the Sale Equipment is dispatched to the Customer and any such invoice is payable in accordance with clause 10 (Payment) of the Agreement.
16.2 The Customer shall pay the rental charges for any Rental Equipment that are supplied by direct debit, in accordance with paragraph 20.
17. Invoices
17.1 Trustack will send the first invoice at the beginning of the month after the Connectivity Services commence and thereafter on a monthly basis, but Trustack shall be entitled to send the Customer an invoice at a different time if required. Trustack will send all invoices and other correspondence to the address set out in the Quotation or as otherwise provided by the Customer. Trustack will detail on the invoice which charges are payable in advance or in arrears and will include all charges on the next invoice where possible, and in any event as soon as possible.
17.2 Invoices shall be deemed to have been accepted by the Customer if the Customer does not present a written objection, identifying clearly the disputed invoice and the reasons why it is challenged, to Trustack within six (6) months of the date of the invoice. If such objection is made, Trustack shall make reasonable efforts to resolve such dispute promptly. Provided the Customer complies with these requirements in presenting its objection, if Trustack fail to respond to that objection within thirty (30) days after its receipt by Trustack, the objection will be deemed to have been accepted. Trustack will accordingly amend the relevant invoice either with an appropriate credit to the Customer or the Customer shall be liable to pay the balance (if any) of the amended invoice within seven (7) days of its receipt by the Customer.
18. Rental and Call charges
The Customer will incur charges from the time any part of a Connectivity Service is available for use. Trustack will usually ask the Customer to pay the rental in advance and the Customer’s first invoice will include both one month’s rental in advance and a charge for a part month’s rental from the Commencement Date up to the beginning of the first complete month, where appropriate, and then monthly in advance thereafter. Call and other charges will be invoiced in arrears.
19. Payments in advance and deposits
19.1 Trustack may ask the Customer for a payment in advance before payment would normally be due. This advance payment will not be more than Trustack’s best estimate of the Customer’s following month’s invoice. Should the Customer’s advance payment exceed the Customer’s actual invoice then any surplus will be credited to the Customer’s account to be offset against subsequent invoices. Should there be no further invoices and the Customer’s account is not in debit then Trustack will refund to the Customer any surplus after deducting any cancellation or termination charges.
19.2 Trustack may ask for a deposit at any time, as security for payment of the Customer’s invoices if it is reasonable for to do so. Trustack’s procedures for deposits will be explained to the Customer at the relevant time.
20. Terms of payment
Trustack’s standard credit terms are payment within thirty (30) days of date of invoice by direct debit and these are the credit terms which will apply to these Supplemental Terms unless agreed otherwise in writing. The Customer must pay all charges and rental within the agreed credit terms and any advance payments and deposits when Trustack ask for them. Trustack reserves the right to apply a nominal monthly charge for non-direct debit payment methods. Where payment is arranged through a finance provider, payment shall be in accordance with the terms of the finance agreement. Unless otherwise stated all charges exclude VAT which is chargeable at the applicable rate. If the Customer pay Trustack from a non UK bank account, which means Trustack incurs costs for receiving international payments, then Trustack shall pass these costs on to the Customer.
21. Tariff
21.1 The Customer hereby acknowledges and agrees that Trustack has agreed to supply the Connectivity Services to the Customer at the agreed Tariff for the Minimum Term (and at the Tariff if these Supplemental Terms Renew).
21.2 The Call rates for outbound Calls to UK non-geographic numbers are charged according to the banding used by BT. The Customer hereby acknowledges and agrees that there may be occasions where a Call type moves from one band to another band or BT change their charging structure and subsequently the charges for some of these Call types may change. Trustack will apply this change from the 1st of the month following the change and the Customer acknowledge that Trustack may not always be able to give the Customer notice of such changes.
21.3 Unless otherwise agreed with the Customer in writing, all Call costs in the Tariff are displayed in pence per minute. All billing is per second, Call durations are measured up to the whole second and the Call charges rounded up to a penny.
21.4 The Customer accepts there may be charges for elements of a Connectivity Service (such as additional features, regrades, moves or ceases) that the Customer may incur which may not be detailed in the Quotation but the Customer accepts responsibility for these charges should they occur.
22. Finance and Credit
22.1 The Customer hereby consents to and shall procure that the Customer’s owners, directors, officers and assigns consent to, Trustack carrying out searches with credit reference agencies relating to the credit worthiness of the Customer’s company and/or the Customer’s owners, directors, officers and assigns and the Customer undertakes to supply or procure the supply of all information requested for a credit search with a credit reference agency, who will add to the Customer’s records and/or those records of the Customer’s directors, officers and assigns details of the searches and these will be seen by other organisations that make searches.
22.2 It is agreed that where Trustack approach a finance provider to arrange finance for the purchase of Sale Equipment then Trustack are acting as an agent for the Customer and not for the finance provider.
22.3 In the event that Trustack are unable to obtain finance on the terms originally proposed or on other terms acceptable to the Customer then Trustack shall return any deposit received from the Customer without further liability to the Customer. Where third party indemnities are required by the finance provider failure to provide such indemnities shall constitute a breach of these Supplemental Terms and shall entitle Trustack to retain any deposit paid by the Customer.
23. Credit Limit
Trustack may apply a credit limit to the Customer’s account and if the Customer exceeds this credit limit Trustack reserves the right to suspend the Connectivity Services until the Customer has paid a deposit.
24. Unusual Call Profile
If in Trustack’s reasonable opinion the Customer’s Call profile is indicative of fraudulent activity, Trustack reserves the right to suspend the Connectivity Services immediately without notice.
25. Indemnity
25.1 If the Customer uses the Connectivity Services for business purposes, the Customer must indemnify Trustack against any claims that anyone (other than the Customer) threatens or makes against Trustack because the Connectivity Services are faulty or cannot be used by them.
25.2 Where the Customer takes any product or service via Trustack for which the Customer are billed by Trustack but where the Customer are directly contracted to a third party for that product or service, including but not limited to maintenance and insurance, the Customer agrees to indemnify Trustack from any direct or indirect claims in relation to this product or service. The Customer also agrees not to make any deduction from any monies owed to Trustack as a result of any dispute the Customer may have with any such third party.
26. Line rentals
26.1 Where Trustack provides the Customer Line rentals, Trustack will route the Customer’s Calls through the relevant carrier. No other service provider may route these Calls or attempt to, and if they do, Trustack reserves the right to bar these Calls. Where the Customer’s lines are transferred to Trustack on a like for like basis, the Customer agrees to pay for any additional services which may exist on the Customer’s lines that the Customer may not have made Trustack aware of at the time of ordering, regardless of when these services are billed to Trustack by the underlying supplier.
26.2 Trustack will bill the Customer for all Calls that are routed over Trustack’s chosen network provider. Any Calls that are routed by other means for any reason beyond Trustack’s control and for which the Customer is invoiced by another provider will remain the Customer’s responsibility. It is the Customer’s responsibility to advise Trustack if the Customer receives invoices from other providers for services the Customer believes to be with Trustack. The Customer should advise Trustack as soon as the Customer receives these invoices. Trustack shall not be liable for any loss or damages as a result of the Customer being invoiced by other providers (including but not limited to any perceived loss of savings).
27. Existing Contractual Obligations
It is the Customer’s responsibility to ensure that signing a Quotation does not breach any existing contractual obligations the Customer may have with any other suppliers and the Customer should give any other suppliers notice as may be required by them. Trustack are not responsible or liable for any costs, financial losses or disputes that may arise from any such breach of contract or the Customer’s failure to give the correct notice.
28. Repairing faults
28.1 Trustack will investigate in conjunction with its provider any fault that is reported to Trustack according to Trustack’s standard procedures for the Connectivity Service in question (which are available on request). Trustack will use reasonable endeavours to repair any fault that is reported and which is directly caused by Trustack or its employees or agents according to Trustack’s standard procedures for the Connectivity Service in question.
28.2 When Trustack agrees to work on a fault outside the hours covered by the standard procedures, the Customer will be liable to pay Trustack an extra charge at the applicable rate notified to the Customer.
28.3 If the Customer tells Trustack there is a fault in a Connectivity Service and Trustack find either that there is not or that the Customer, someone at the Customer’s premises or a third party (including, without limitation, another network operator or communications supplier) has caused the fault or the interruption in service, Trustack may charge the Customer for any work completed to try to find the fault or to repair it. Trustack are not liable for any loss or damages arising from a fault or interruption in service caused by someone other than Trustack, and Trustack are not responsible for fixing any faults not caused by Trustack.
28.4 During any fault investigations, Trustack may require the Customer to carry out tests and Trustack will require the Customer to feedback any results of these tests to allow Trustack to follow its standard procedures and conclude its investigations.
29. Changing and Terminating these Supplemental Terms
29.1 Either party may terminate these Supplemental Terms in respect of a Connectivity Service by giving the other party not less than 60 (sixty) days’ notice in writing to take effect at the end of either the first or any subsequent Minimum Term (or if these Supplemental Terms Renew, in advance of the anniversary of the date that it Renews) for the relevant Connectivity Service.
29.2 Where a Connectivity Service has a notice period of greater than 60 (sixty) days (as set out in a Quotation) then this amount of notice must be provided on that Connectivity Service.
29.3 If Trustack gives the Customer notice to terminate under paragraph 29.1, the Customer must pay rental and any charges for Calls made up to the end of the relevant Minimum Term. If the Customer gives Trustack notice to terminate under paragraph 29.1, the Customer must pay rental and any charges for Calls made up to the end of the relevant Minimum Term.
29.4 Following the Minimum Term, these Supplemental Terms and the Connectivity Services provided under it shall automatically Renew.
29.5 Some Connectivity Services may incur cease charges as detailed in the Tariff and these will be chargeable on termination unless otherwise agreed in writing.
29.6 Trustack may suspend any or all of the Connectivity Services or terminate these Supplemental Terms immediately at any time by notifying the Customer in writing if:
29.6.1 the Customer commits a material breach of these Supplemental Terms or any other agreement the Customer has with us and fails to remedy the breach within a reasonable time of being asked to do so;
29.6.2 Trustack believes that the Connectivity Service(s) are being used in a way forbidden by these Supplemental Terms. This applies even if the Customer does not know that the Connectivity Service(s) are being used in such a way;
29.6.3 the Customer suspends, or threatens to suspend, payment of the Customer’s debts or the Customer is unable to pay the Customer’s debts as they fall due or the Customer admits inability to pay the Customer’s debts or the Customer is deemed unable to pay the Customer’s debts.
29.7 If the Customer fails to pay any charges due to Trustack by the due date, Trustack may (without losing or reducing any other right or remedy) suspend any Connectivity Service (in whole or in part) or terminate these Supplemental Terms without notice if:
29.7.1 the Customer fails to make any payment requested within 7 (seven) days of the date of a letter, e-mail or other appropriate correspondence requesting such payment;
29.7.2 2 (two) consecutive direct debit requests are rejected; and/or the Customer fails to pay any payment on the due date where there have been 2 (two) preceding failures which were remedied within the 7 (seven) day period.
29.8 If Trustack suspends any Connectivity Services because the Customer breaches these Supplemental Terms, these Supplemental Terms will still continue and the Customer must still pay Trustack any rental charges as and when they arise unless and until these Supplemental Terms are terminated.
29.9 If these Supplemental Terms or any of the Connectivity Services are terminated during the Minimum Term or any agreed term applicable to each of the Connectivity Services, Trustack will levy a cancellation charge in relation to each relevant Connectivity Service calculated in accordance with the following:
29.9.1 each Connectivity Service for which a monthly rental charge is payable by the number of months remaining of Minimum Term for that Connectivity Service multiplied by the monthly rental; and/or
29.9.2 by Call spend – the average of the Customer’s last 3 (three) months call spend; and/or
29.9.3 repayment of any subsidised charges or any other contribution Trustack may have made towards any other costs; and/or
29.9.4 repayment of any discount or other benefit the Customer may have received which was based on a minimum contract term commitment; and/or
29.9.5 any applicable cease charges as may be detailed in the Tariff.
29.10 Following a suspension of services, Trustack will only reactivate the Customer’s Connectivity Services after the Customer has paid the re-activation charges as may be advised at the time.
30. Additional Termination Provisions
30.1 If these Supplemental Terms are terminated, the Customer shall be responsible for arranging for the Connectivity Services to be provided by another supplier.
30.2 Should the Customer serve the required notice and fails to move its Connectivity Services to a new supplier then the Customer accepts and agrees that, if Trustack are able to do so, the Customer will remain liable for all charges at Trustack’s standard rates until such time that the Connectivity Services are transferred to a new supplier.
30.3 The Customer agrees and acknowledges that Trustack may need to contact a Carrier or other third party supplier to terminate any aspect of the Connectivity Services, and that if the Customer has not arranged replacement services, that the Customer may be left no service.
30.4 If the Customer has not moved its Connectivity Services, Trustack shall incur no liability or responsibility whatsoever or howsoever arising for the Customer’s failure to arrange its own Connectivity Services (and the result of this) after terminating these Supplemental Terms. The Customer agrees to indemnify Trustack for any losses it may suffer, or costs it may incur, whatsoever or howsoever arising as a result of any requests or instructions made by the Customer to Trustack with respect to termination or re-connection of the Connectivity Services.