Terms & Conditions
APPLICATION AND ENTIRE AGREEMENT
These Terms and Conditions apply to the equipment and services detailed in our proposal by RPS Telecom Ltd, a company registered in England and Wales under number 05593222 whose registered office is at Springboard Business Innovation Centre, Llantarnam Industrial Park, Cwmbran, NP44 3AW.
By accepting our proposal, you confirm you have read and accepted these Terms and Conditions.
Initial Term means the term stated on the original signed proposal by the Customer. The Initial Term begins when the Customer’s equipment has been installed and/or when services go live, whichever comes latter.
Extended Term means the term outside of the original Initial Term.
RPS refers to RPS Telecom Ltd.
Customer refers to the company whose name the proposal is signed on behalf of.
Renewal Term means a new term signed during the initial or Extended Term which becomes the new contract terms.
Initial Term Invoice this is 50% for upfront costs for any services and goods, payment is required for this invoice prior to any service orders or installation.
Remaining Invoice is issued on completion of installation and service work. This is for the remaining 50% upfront costs.
1.1 RPS will commence the services and installation within a reasonable time frame after the 50% Initial Term payment has been received from the Customer.
1.2 Any dates that are given to the Customer are estimated only and although RPS endeavour to stick to these dates, RPS are bound by industry lead times and are not liable for any delays.
1.3 Services and installation work are provided during normal working hours (9am to 5pm), the Customer may place a request for RPS to complete this work out of these hours. RPS cannot guarantee engineer availability however will schedule engineer resource where possible. Out of hours work is not included as part of the Initial Term proposal, additional charges will be incurred for this work.
1.4 RPS are not responsible for any delays when transferring services from another network provider. On the day of transfer, the Customer may experience a temporary loss of service, RPS endeavour to get these transfers completed in the shortest timeframe however RPS are not liable for any delays.
1.5 The Customer must ensure it is not under contract with any existing supplier. RPS are not responsible for any cancellation charges from existing Customer suppliers.
1.6 The Customer acknowledges that during the migration stage there will be an overlap in service between RPS and the Customers existing supplier(s). RPS will endeavour to make this timeframe as short as possible but will not be held liable for any additional cost accrued during this time.
1.7 If RPS agrees that the Customer may use existing services (including but not limited to Broadband, Ethernet, Lease Lines etc) not provided by RPS it is the Customers responsibility to ensure these services meet the requirements and functionality specified by RPS. Customer failure to meet requirements and/or functionality may affect the provision and stability of the telephony service.
1.8 RPS shall not be liable for any failure to service caused by any defects in Customer equipment. This includes but not limited to Customer moving equipment, disconnecting services etc.
1.9 The Customer acknowledges the performance of the telephony service is subject to the performance of the broadband connection at the Customer site. The Customer acknowledges the failure of the broadband service will impact the telephony service.
1.10 RPS shall not be liable for any failure of internet delivery to Customer premises outside of their control. This includes but not limited to hardware beyond the NTE (Network Termination Equipment), and includes Openreach (or equivalent 3rd party infrastructure) Zen internet routing protocols etc.
1.11 RPS shall not be liable for failure of service due to environmental impacts (including but not limited to ageing equipment/infrastructure, rioting, political unrest, acts of god etc.
1.12 Quoted internet speeds are based on estimates and cannot be guaranteed. A number of factors can influence internet speed including but not limited to: internal phone line wiring, wireless connectivity, equipment, network capacity. If you are experiencing regular lower than estimated speeds you should contact RPS who can perform tests and advise further.
1.13 The Customer shall not use the broadband service in any way that would contribute or constitute to the commission of crime, fraud or any unlawful activity. The Customer indemnifies RPS against all liability arising out of the connect with the above.
1.14 Wireless internet (Wi-Fi) where provided will be available within a predetermined area agreed upon proposal, RPS are not responsible for provision of Wi-Fi services outside of this predetermined area, extension of this area is subject to survey and equipment charges.
1.15 RPS are not liable for issues caused by deficiencies in wireless data communications at the device’s location.
1.16 RPS reserves the right to remove service and functionalities for the mobile app without notice should changes outside of RPS control affect its service. This includes but not limited to, major operating system updates to mobile devices (iOS/Android).
2.1 The Customer shall be responsible and liable for any equipment installed on site. If RPS visits site due to a fault which is later found to be caused by any Customer equipment or unauthorised Customer / 3rd party intervention, RPS may charge the Customer for a Site Visit.
2.2 Customers wishing to use own equipment and incorporate that into the RPS system must first gain approval from RPS to do so. RPS will investigate to see if the equipment is compatible. RPS are unable to guarantee reliability on Customer existing equipment.
2.3 Any Customer equipment used not supplied by RPS will be excluded from the managed service contract. The Customer will be responsible for maintaining and replacing any such equipment. If this equipment is found to be causing issues with other equipment a chargeable Site Visit will be required.
2.4 RPS shall not be liable for any failure to equipment caused by Customer moves and changes. Customer must contact RPS if they wish to move equipment on site. For office moves RPS require 30 days written notice.
2.5 Inclusive support costs do not include hardware or ancillary items.
2.6 Equipment provided by RPS will have the relevant manufacturer warranty, the terms of the warranty will be set out in the manufacturer literature.
2.7 Warranty exclusions included but not limited to:
2.7.1 Equipment has been accidentally damaged.
2.7.2 Equipment has been subject to abnormal electrical stress, e.g. power surges.
2.7.3 Equipment has been damaged due to misuse by a person.
2.7.4 Equipment has been damaged by acts of god.
Please refer to manufacturer literature for full list.
2.8 The Customer acknowledges they are to keep the equipment in good working order and fit for purpose. Normal wear and tear is expected however replacement items will carry a small replacement charge e.g. curly cords, handsets etc.
- TELEPHONE NUMBERS
3.1 RPS can provide new telephone numbers, geographic and non-geographic numbers. Charges for these vary.
3.2 RPS will provide porting of numbers when the Customer’s current suppliers allow such capability.
3.2.1 To request a number port from another provider RPS will complete a number port form for the numbers the Customer requires porting.
3.2.2 The Customer will receive a notification of transfer from the losing provider. The Customer will be responsible for paying any port charges related to the number port.
3.2.3 The Customer will provide accurate information to RPS, failure to do so may lead to the number port being rejected. RPS may request for the Customer to send bill copies or add a member of the RPS team to the account to help with the number porting migration.
3.2.4 RPS are not liable for any delay or rejections on any number port requests.
3.2.5 The Customer acknowledges that where the number is to be ported from a physical line on site (included but not limited to Single Line, ISDN) this will result in termination of this line.
3.2.6 The Customer acknowledges that during the porting migration stage they are responsible for keeping the account with the losing provider up to date, failure to do so can delay the porting process.
3.2.7 The Customer is responsible to terminate contracts with losing provider at end of the porting process. Failure to do so may incur further charges.
3.3 Our hosted telephony service supports 999 public emergency calls. The Customer understands these services do not operate in the same way fix line services operate.
3.3.1 In the event or service outages caused by loss of connectivity to the internet emergency calls will not be connected. The Customer is aware to use a separate line e.g. mobile phone to make the emergency call in these cases.
3.3.2 Whilst every effort is made to ensure Customers information is kept up to date on occasion it may not be possible for emergency service personal to locate the telephone number location. The Customer should state this information promptly when making such a call.
- CALL RECORDINGS
4.1 The RPS call recording facility is a chargeable service and will only be enabled if stated on Initial Term contract or requested by the Customer. Recordings are stored on the system for 3 months, after this time unless the Customer has specified otherwise, they are automatically deleted.
4.2 Customers can place a request for call recordings to be kept over 3 months. These recordings are stored in a data store and are accessible via authorised portal access. The is a chargeable service.
4.3 The Customer is responsible for ensuring their own PCI compliance. RPS are able to provide the tools to aid PCI compliance but are not liable for any Customer PCI compliance. The Customer acknowledges they are responsible for this and ensuring all staff adhere to their own PCI policies when using the telephony platform.
4.4 The Customer is responsible for notifying all relevant parties that calls are recorded.
4.5 RPS shall not be liable for any recordings the Customer has exported off the system. The Customer is responsible for keeping these recordings secured and, in a format, capable of restoration.
4.6 RPS shall not be liable for any loss or corrupted data connected to any transfer of call recordings to the data storage.
4.7 On termination of contract RPS will discuss with Customer whether call recordings should be deleted or returned to Customer. If Call Recordings are to be retained there will be a chargeable transfer fee.
- CUSTOMER OBLIGATIONS
5.1 The Customer will ensure that appropriate Cat5e (or higher ethernet equivalent) cabling is available on site for the installation unless otherwise stated in Initial Term proposal. The Customer understands that if additional cabling is required this is an additional cost and may delay installation.
5.2 The Customer shall ensure that its staff who are not authorised or any other unauthorised third party shall not modify or interfere with any equipment or services on site.
5.3 The Customer shall not use the Service in any way that would contribute or constitute to the commission of crime, fraud or any unlawful activity. The Customer indemnifies RPS against all Liability arising out of the connect with the above.
5.4 The Customer shall keep confidential all data, including user ID and passwords to access the service.
5.5 The mobile app (Known as RPS Communicator) where provided is reliant on the Customer being able to provide suitable WiFi and or mobile internet in order to provide the service, RPS are not responsible for WiFi connectivity and cannot be held liable for interrupted or loss of service due to WiFi connectivity.
5.6 Customers are responsible for ensuring their mobile device is kept up to date and within the hardware and software specifications required for the mobile app RPS Communicator.
5.7 Cordless phones (DECT) where provided are subject to limitations of range (distance from DECT
transmitter) and call quality. The Customer acknowledges that use of the cordless phones outside of this range cannot be guaranteed nor can RPS be liable for loss of service or responsible for provision of service.
- FAIR USAGE POLICY
6.1 The Fair Usage Policy only applies to customers with Unlimited Call Bundles.
6.2 Unlimited Call Bundles include 01,02,03 numbers only. Non-Geographic numbers (08xx), premium rate numbers (09xx) and international numbers will incur additional charges.
6.3 Bundles must only be used for legitimate business use.
6.4 We reserve the right to offer you an alternate bundle, suspend or terminate services at any time if we deem your usage exceeds normal business usage.
6.5 The use of predictive or auto dialers is strictly prohibited.
- PAYMENT TERMS
7.1 Monthly services are invoiced in advance, call charges are invoiced in arrears.
7.2 Invoices are ex VAT unless otherwise stated.
7.3 RPS will send invoices to the Customer on a monthly basis via email. RPS shall only send hard copies in the post if requested by the Customer. RPS will charge the Customer for sending out hard copies.
7.4 The Initial Term Invoice is issued to the Customer upon signature of order, this is 50% for upfront costs for any services and goods, payment is required for this invoice prior to any service orders or installation.
7.5 The Remaining Invoice is issued on completion of installation and service work. This is for the remaining 50% upfront costs. Payment terms on this invoice are 30 days.
7.6 Payment terms are 30 days from date of invoice unless otherwise stated.
7.7 Direct Debits are taken on or around 25th of each month.
7.8 Amounts under £3,000 will be taken by Direct Debit, amounts over £3,000 require manual payment via bank transfer.
7.9 The Customer is responsible for insuring there are sufficient funds in the relevant bank account to cover the direct debit payment.
- SUSPENSION OF SERVICES
8.1 RPS may suspend the provision of services to the Customer if their invoice is 90 days overdue.
8.2 RPS will contact the Customer to inform them of possible suspension of services advising date of suspension.
8.3 RPS may without notice to the Customer cancel any service if they have reasonable opinion of the Customers act in fraud or misuse of the service.
9.1 If the Customer wishes to cancel the order after Initial Term contract signature the Customer agrees to reimburse RPS for any costs incurred in preparing to deliver the service, including Early Termination Charge for any services that have been ordered.
9.2 The Early Termination Charge will be calculated from the whole amount of equipment and/or services that would have been payable to the end of the Initial Contract period.
9.3 If the Customer wishes to terminate the contract at the end of the Initial Term, RPS require written notice no later than 60 days prior to the end of the Initial Term.
9.4 If the Customer wishes to terminate the contract during the Extended Term, RPS require 60-days written notice.
9.5 If the Customer has leased any equipment from RPS they agree to return the equipment in full working order. Failure to do so will incur further charges.
9.6 If the Customer wishes to migrate any services away from RPS they must be out of Initial Contract term or be willing to pay the Early Termination Charge. The Customer will inform RPS in writing and must ensure payments are up to date.
9.7 If the Customer wishes to port any numbers away from RPS they must inform RPS in writing, porting out fees may apply. The Customer will ensure all payments are up to date before RPS will release requested numbers.
9.8 Customers wishing to terminate services with RPS are aware that any associated numbers will be made unavailable to Customer unless provisions to move supplier are taken by the Customer. RPS can retain the number for future use and will be subject to a holding fee.
- FORCE MAJEURE
10.1 RPS will not be liable for break of this Agreement to the extent caused from any Force Majeure Event.
- USE OF YOUR INFORMATION
11.1 RPS requires information from the Customer in order to provide their telephony service;
11.1.1 RPS store user, call and company information inside the telephony infrastructure which is protected by dual firewalls for redundancy.
11.1.2 Customer call records and recordings are retained solely within the RPS telephony infrastructure, unless explicitly requested by the Customer. In these circumstances’ information requested is delivered to the Customer only.
11.1.3 RPS will require access to call reports and recordings for troubleshooting and diagnosing of faults. Access to the portal is limited to authorised RPS staff using individual and identifiable user accounts. Access to the portal is logged and monitored for all users.
11.1.4 All portal access user created passwords are stored as a hashed value and are not stored as plain text / irrecoverable by any RPS staff.
11.1.5 Customer telephone number(s) are routed to our system via one of our sub-processors, the sub-processor is needed in order to connect this number to the outside world. RPS are required to provide the sub-processer with end user details for this number(s). This includes company name and address; this information is used for emergency purposes (999 calls).
11.2 All data relating to customer information is protected by firewalls and complies with applicable data protection legislation.
11.3 If RPS provides the Customer with analogue line and broadband connectivity company name and installation addresses are required.
11.4 RPS performs credit checks using a company called CreditSafe on all Customers who request proposals. Customer information is stored into the CreditSafe account for account monitoring purposes.
11.5 Customer accounts information is stored within a sub-processors system. The RPS accounts system holds business information such as business name, contact person, contact email, telephone and address.
11.6 Customer Direct Debit information is stored within a sub-processors system. The RPS direct debit system holds business information such as business name, contact person, contact email, address and bank account details. This information is required to process payment transactions under BACs guidelines.
11.7 RPS will notify the Customer without undue delay of a data breach if the Customer’s right and freedoms have been put at risk. RPS will describe the nature of the breach and include details of measures being taken to address the breach. As your data controller
11.8 RPS must report personal data breaches to the ICO within 72 hours of becoming aware of the breach.
11.9 Customers have the right at any time to request your right to be forgotten, please email email@example.com and RPS will action this as soon as possible.
11.10 If the Customer leaves RPS store your data for a further 12 months before destroying the data unless this data is needed for legal or regulatory requirement
As a member of Comms Council UK RPS complies to the regulatory requirements of the Code of Conduct which encompass the Comms Council UK Code of Practice and Comms Council UK Code of Practice Complaints Procedure both available here.
If you wish to raise a complaint please send a written letter to Complaints Department, RPS Telecom Ltd, Springboard Innovation Centre, Llantarnam Park, Cwmbran, NP44 3AW. Guidance on complaint procedures can be found on the Ofcom website here.