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Terms And Conditions

STANDARD TERMS AND CONDITIONS
This document defines the standard terms used for the supply of equipment and services by Sigma (trading name of
ST&W UK Limited), and is understood to be accepted by both Parties and in force unless explicitly notified by one
Party to the other in writing.
1. Definitions
“Sigma”: refers to ST & W (UK) Limited
“Commencement Date”: means the date on which Service is delivered, understood to be the date on which the
Customer either signs a Service Handover Form or commences use of the service provided, whichever is earlier.
“Confidential Information”: includes without limitation all data, documents, designs and information of all kinds
whether oral or written regarding the affairs, business, finances, marketing, operations, organisation, plans, services
or transactions of a Party.
“Contract”: means the Service Level Agreement, Support Contract and/or the Maintenance Service Terms and
Conditions as appropriate, as well as any other agreed or implied contract for the provision of hardware and/or any
Service.
“Customer”: means the company so named on the Contract and anyone reasonably appearing to Sigma to be acting
with that company’s authority or permission.
“Initial Term”: means the period of 36 months from the Commencement Date, unless otherwise agreed in writing by
both Parties.
“Invoice Date” means the date shown on the relevant Invoice issued by Sigma to the Customer.
“Intellectual Property Rights”: includes without limitation all trade marks, trade names, patents, service marks,
copyrights, computer programs, software, databases, system designs, applications, specifications, documentation,
know-how, hardware, discoveries and inventions.
“Party”: refers to Sigma or the Customer (collectively referred to as “Parties”).
“Service”: means the IT support, technical advice, consultancy work, installation and/or project work, voice and/or
data services or any other services offered by Sigma to the Customer,
“Service Level Agreement”: means a service level agreement detailing the service levels for the Service, hereafter
referred to as “SLA”.
“Standard Terms” means this document and includes the principal terms and conditions under which Sigma is
engaged to provide the supply of equipment and services.
2. Term
2.1 Each Contract shall come into force upon its Commencement Date and the Initial Term of each Contract
shall start accordingly on such date.
2.2 During the Initial Term, Contracts may only be terminated in accordance with clause 9 below.
2.3 After expiry of the Initial Term, unless specifically agreed otherwise within individual Contracts, each
Contract shall continue automatically and indefinitely until terminated in writing in accordance with clause 9
below.
2.4 Each new service is deemed to be a new Contract.
3. Application
3.1 No change to the Terms or any Contract shall be valid unless agreed in writing by both parties. Where not
so agreed, Sigma reserves all rights with regard to any departure from the Terms or any Contract.
3.2 In the event of any inconsistency between any elements of the documentation forming the Contract or
Services, then the following order of precedence shall apply:
3.2.1. The Master Service Agreement (if one exists).
3.2.2. These Standard Terms.
3.2.3. The relevant Service Level Agreement (if one exists).
4. Provision of the Service
4.1 Sigma shall provide the Service to the Customer during the Initial Term and thereafter until terminated in
accordance with the provisions of the relevant Contract or in accordance with clauses 2.2 and 2.3 above.
4.2 Sigma shall adhere to the levels of service set out in the SLA(s). Any failure to meet these service levels
may give rise to the remedies set out in the SLA(s).
4.3 Sigma shall appoint a representative who shall supervise and co-ordinate the performance of the Service
and who shall, without limitation to the generality of the foregoing:
4.3.1 provide professional and prompt liaison with the Customer;
4.3.2 meet with a representative of the Customer, at regular intervals to be agreed, to review progress
and resolve any difficulties relating to the Service.
4.4 Both Parties agree to notify the other Party of any changes to their representatives.
5. Pricing and Payment
5.1 All installation charges and charges for the provision of hardware will be invoiced upon delivery.
5.2 Charges for the Service are invoiced in advance except for voice calls which will be invoiced monthly in
arrears (in accordance with the relevant operating tariff). Charges shall be calculated exclusively by
reference to data recorded by Sigma.
5.3 The Customer shall pay all invoices within 28 days of the Invoice Date, unless otherwise stated on the
Invoice. Acceptance of any delay to payments shall be within Sigma’s absolute discretion. Acceptance of
delay on any individual invoice shall not be interpreted as a change in payment terms.
5.4 Any service credits accrued during any one calendar month shall be applied to the amount due to be
invoiced for the next calendar month in relation to that part of the Service for which the service credits
apply.
5.5 Sigma will add charges for carriage and transport as appropriate. All of Sigma’s tariffs and charges
exclude VAT and, as such, VAT will be added as appropriate to all invoices.
5.6 The method of Customer payment of Invoice values will be via the agreed method between both Parties
but will typically be effected by BACS, bank transfer or cheque.
5.7 Should any charges remain unpaid as at the due date, Sigma shall be entitled to charge interest (before as
well as after judgment) on the outstanding amount at the rate of 3% per annum above the HSBC base rate
in force from the date on which such amount became due until the date on which it is paid.
5.8 The Customer shall be liable for all charges arising from use of the services, whether by the Customer or
other parties and whether authorised or unauthorised.
5.9 Notwithstanding anything to the contrary, Sigma may vary its tariffs from time to time. Such amendments
shall take effect upon 10 days written notification to the Customer.
6. Sigma’s Property
6.1 No interest is granted to the Customer in any telephone numbers allocated for use by the Customer. Title
to any equipment provided by Sigma shall remain with Sigma.
6.2 Upon termination under clause 9 below, the Customer shall promptly grant Sigma access to all relevant
premises to remove Sigma’s equipment.
6.3 The Customer shall keep Sigma’s equipment safe from loss and damage and be liable for the costs of any
maintenance or repair works thereto.
7. Obligations of the Customer
7.1 Where required for new installation or for the purposes of maintenance, the Customer shall provide Sigma
with access to the Customer’s premises for the purposes of conducting a site survey, prior to the
Commencement Date if appropriate, and for installation of equipment to facilitate the provision of any
Service.
7.2 The Customer shall appoint a representative who shall act as an initial point of contact for all matters
relating to the Services.
7.3 The Customer shall provide appropriate equipment, space, environment, ducting and uninterruptible power
supply to facilitate the provision of Services and shall allow Sigma (or any of its subcontractors or agents
as approved by the Customer) reasonable access to this equipment.
7.4 The Customer shall not use the Service to make any hoax calls to emergency services or transmit
defamatory, offensive, abusive, obscene or menacing material or to violate or infringe the rights of others
or to commit fraud or any criminal offence.
7.5 Other obligations of the Customer shall include those specifically addressed within these Standard Terms,
as well as any customary or reasonably accepted business practices, and any imposed by law or any
relevant regulatory authority.
8. Conduct of Sigma
8.1 Sigma, when engaged on the Customer’s premises, shall comply with such reasonable rules, regulations
and requirements (including those relating to security arrangements) as may be in force for the time being
for the conduct of personnel on those premises.
8.2 If in the Customer’s reasonable opinion, any employee, subcontractor or agent of Sigma misconducts
themselves or is incapable of efficiently performing their duties, that employee, subcontractor or agent of
Sigma shall leave the Customer’s premises immediately upon request and Sigma shall endeavour to send
a replacement employee, subcontractor or agent.
9. Termination
9.1 Either Party shall have the right to terminate any Contract by notice in writing with immediate effect in the
event of:
9.1.1 a breach by the other Party of any material obligation hereunder and failure to remedy such
breach within 14 days of receipt of written notice to do so; or
9.1.2 any proceedings in bankruptcy, insolvency or winding up by or against the other Party or the
appointment of an assignee for the benefit of creditors or of a receiver or of any similar situation arising.
9.2 Sigma shall have the right to terminate any Contract by notice in writing with immediate effect if:
9.2.1 the Customer breaches any payment term and fails to remedy such failure within 10 days of
being required to do so by Sigma;
9.2.2 the licence under which Sigma provides the Service is revoked for any reason or is amended or
otherwise ceases to be valid; or
9.2.3 a licence under which the Customer has the right to run its telecommunications system and
connect it to Sigma’s equipment is revoked, amended or otherwise ceases to be valid or if the Customer is
in breach of the conditions of any such licence.
9.3 Notwithstanding clause 9.2, Sigma reserves the right in its sole discretion to suspend any or all services at
once if:
9.3.1 the Customer does not pay in full by a due date for payment; or,
9.3.2 if the Customer is in material breach of these Standard Terms or any Contract, or both; or,
9.3.3 Sigma needs to carry out urgent maintenance on equipment or software; or,
9.3.4 Sigma reasonably believes that the Customer’s equipment may cause death or personal injury or
property damage or impair the quality of the Service; or,
9.3.5 Sigma is obliged to comply with an order of government or other competent authority.
9.4 Termination shall not affect any accrued rights or obligations.
9.5 In case of termination during the Initial Term for whatever reason under this clause 9, a Termination
Administration Fee of £100+VAT will be applied to any product and/or service terminated. Sigma shall be
entitled to recover from the Customer:
9.5.1 any outstanding sums already invoiced;
9.5.2 charges in relation to provision of the Service that would have been charged in the time period
following termination up until the end of the Initial Period;
9.5.3 sums in relation to the Termination Administration Fee; and,
9.5.4 any other fees if applicable, including any interest charges due under clause 5.7.
9.6 In accordance with clause 2.2 above, after the expiry of the Initial Term, Contracts shall continue
automatically and indefinitely, subject to either Party giving a minimum 90 days’ written notice of
termination. In the case of any termination after the Initial Term for whatever reason under this clause 9,
Sigma shall be entitled to recover from the Customer:
9.6.1 any outstanding sums already invoiced;
9.5.2 charges in relation to provision of the Service that would have been charged in relation to the 90
days of notice period required for termination;
9.5.3 any other fees if applicable, including any interest charges due under clause 5.7.
10. Limitation of Liability
10.1 To the maximum extent permitted by law, Sigma excludes all express and implied representations and
warranties as to the quality and/or availability at any particular time of the Service.
10.2 Sigma shall be liable for damage to Customer’s tangible property at the Customer’s premises resulting
from installation, repair or removal of equipment by Sigma.
10.3 Sigma’s total liability shall be limited to the total amount, paid by the Customer to Sigma at the time the
liability arose, save for liability under Clause 10.2 which shall be limited to £100,000 for any one event or
series of events arising from a common cause.
10.4 Sigma shall not be liable in any way for any indirect, incidental, special or consequential loss of whatsoever
nature arising from the provision of or failure to provide the Service (including without limitation loss of
profit, revenue or data) even if such loss was reasonably foreseeable or Sigma had been advised of the
possibility of the Customer incurring the same.
11. Warranties
11.1 Without prejudice to any other rights the Customer may have, Sigma warrants that the Services shall be
performed:
11.1.1 in compliance with all the statutory requirements and regulations relating to the performance of
the Service at the time of performance;
11.1.2 by appropriately qualified and trained personnel; and
11.1.3 with all due care and to the standard of quality prevailing in the industry at the time of
performance.
11.2 The Customer agrees to indemnify Sigma against all liabilities, claims, damages, losses and expenses
arising from misuse of the Service or any material breach by themselves of these Standard Terms.
12. Confidential Information
12.1 All Confidential Information acquired in any manner from or in the course of the performance of Services or
made available by the disclosing party to the receiving party in connection with shall be deemed to have
been furnished to the recipient party in confidence and shall remain the exclusive property of the disclosing
Party.
12.2 The recipient party shall treat as trade secrets and keep in strict confidence all Confidential Information and
shall not at any time during the term of the Contract or thereafter use such Confidential Information for its
own benefit (other than in pursuance of these Standard Terms) or disclose or permit any of its employees,
agents or representatives to disclose any such Confidential Information to any person or entity without the
prior written consent from the disclosing Party.
12.3 Neither Party shall be required to treat as confidential any information that is already in its possession, is in
or comes into the public domain, is independently developed by it, or is lawfully obtained by third parties
without restriction or disclosure.
12.4 In the event of termination of Services the receiving party shall on the written request of the disclosing
party destroy or return to the disclosing party all Confidential Information received, together with all partial
or complete copies of the same, excepting any copies to be retained under obligations imposed by law,
any relevant regulatory body or authority or in accordance with internal policy.
12.5 This present Clause 12 shall continue in force after the termination of any Contract without limit in point of
time.
13. Intellectual Property Rights
13.1 Sigma shall remain the sole owner of and retain any rights, title and interest in any Intellectual Property
Rights whatsoever used or developed by Sigma or its subcontractors and agents in connection with the
Services.
14. Equipment Warranty
14.1 Without prejudice to any other rights the Customer may have, any equipment purchased from Sigma may
be subject to the applicable Manufacturer’s Equipment Warranty.
14.2 In compliance with all the statutory requirements and regulations relating to the performance of such
Equipment Warranty on Sigma supplied equipment, the Customer shall return all items for consideration of
replacement/repair at their own cost of shipment to Sigma.
14.3 Sigma will process the retuned equipment with the manufacturer/supplier concerned, and if agreed by
manufacturer/supplier that a Warranty replacement or repair is applicable, Sigma shall then process return
of the corrected or rejected equipment back to the customer.
14.4 No SLA is offered by manufacturers on time taken to perform the processing of equipment through the
Warranty process, and Sigma cannot be held responsible for delays and loss occurring during this period,
nor are Sigma responsible for the provision of loan equipment during this time (only provided under valid
Sigma Maintenance Agreements).
14.5 The Customer agrees that in requesting Sigma management of Warranty Claims on equipment supplied by
Sigma, the immediate Invoicing charge of £100 (plus applicable VAT) as a management fee to cover
incurred cost of handling and shipment of Customer equipment, irrespective of Warrant outcome.
15. General
15.1 All formal notices relating to material issues such as payment demands or misconduct in relation to the
Contract (including Services) and/or these Standard Terms shall be in writing and delivered by courier or
hand or sent to the other Party by first class prepaid mail with return receipt requested, to the address of
such Party and shall be deemed received on actual receipt.
15.2 Any variations to the Contract (including Services) in relation to pricing, delivery or other day-to-day
operational matters may be made by email and shall be understood to be agreed by both parties and in
force if both Parties explicitly agree or if de facto agreed by being implemented and put into practice.
15.2 No delay, failure or default in performance of any obligation of either Party hereunder, excepting all
obligations to make payments hereunder, shall constitute a breach of these Standard Terms to the extent
caused by force majeure, including but not limited to any act of God, flood, drought, storm, fire, war, acts of
terrorism, labour disturbances, power failures, or natural disasters.
15.3 The failure or delay by either Party to enforce the terms of these Standard Terms shall not constitute or be
deemed a waiver or forfeiture of such rights.
15.4 If any provision of these Standard Terms is invalid, illegal or unenforceable, the remaining provisions shall
not in any way be affected and shall be valid and enforceable to the maximum extent permitted by law.
15.5 These Standard Terms shall be governed in accordance with the laws of England and the Parties hereby
submit to the exclusive jurisdiction of the English Courts.

Last updated: January 2017