Route3 Limited Terms and Conditions of sale 1st July 2006

1. Introduction

These terms apply to the sale by Route3 of communications Equipment and / or Services.

2. Definitions

“Contract” means a contract documented by an Order which has been accepted by Route3, subject to and governed by these Terms.
“Customer” means the party purchasing Equipment or Services from Route3 under a Contract whose name appears on the Order.
"Delivery” occurs when Equipment is unloaded at a Site.
“Equipment” means an item or items of communications equipment and / or software either supplied by Route3 to the Customer under a Contract or covered by Support.
“Route3” means Route3 Limited.
“Order” means an order from the Customer for Equipment and/or Services which incorporates or refers to or is intended to be performed in accordance with these Terms.
“Site” means any premises or site where Equipment is to be delivered and/or Services are to be performed.
“Services” means any or all of the services to be performed by Route3 under a Contract.
“Support” or “Support Services” mean Services to repair Equipment faults reported by the Customer or detected by remote monitoring and “Supported Equipment” means Equipment which is covered by the Support Services.
“Support Plan” means a Support Services plan offered by Route3 for purchase by customers from time to time, details of which appear on Route3’s website.
“Terms” means these Route3 terms and conditions of sale.

3. Provision of Equipment and Services

3.1 Route3 agrees to provide to the Customer and the Customer agrees to purchase Equipment and/or Services as agreed in a Contract.

3.2 Before a Contract is formed for the supply of any Equipment and/or Services, an Order shall be signed by the Customer and forwarded to Route3. The Order may be placed on the Customer’s or Route3’s order form. The parties acknowledge that an Order set out in a document issued by the Customer is prepared for the Customer’s administrative purposes only and that these Terms shall apply to any Order accepted by Route3. All terms, conditions and other statements on any order form or similar document issued by the Customer are expressly excluded from forming any part of a Contract, unless otherwise expressly agreed in writing by Route3.

3.3 Route3 may accept or reject an Order at its discretion. If Route3 accepts the Order it shall become a Contract which incorporates these Terms.

3.4 Each Contract shall be governed solely by these Terms and by any special terms and conditions which appear on the face of an Order and which have been separately negotiated and agreed in writing between the parties; if there is any conflict between them, these Terms will prevail over any terms appearing on the face of the Order. All other terms and conditions are excluded.

3.5 The parties agree that any Route3 document entitled “Statement of Work” which is referred to in a Contract is the definitive statement of any Services to be supplied under the Contract and supersedes any previous understanding between the parties on this point. The parties agree that any Equipment stated on an Order accepted by Route3 is the definitive statement of any Equipment to be supplied under a Contract and supersedes any previous understanding between the parties on this point.

4. Acceptance

4.1 If Route3 installs Equipment, it will test the Equipment in accordance with the manufacturer’s diagnostic and readiness test specifications. Acceptance is deemed to occur:

- when the Equipment has been connected to the network, activated and operated to provide its main functions except for minor variances in performance that do not materially affect those main functions; or
- if the Customer puts the Equipment into commercial use.
If Equipment is installed in phases, Route3 may carry out acceptance testing for each phase.

4.2 If Route3 agrees to delay Delivery or installation of Equipment at the request of the Customer or if Delivery or installation is delayed because of a breach of these Terms by the Customer, acceptance shall be deemed to have occurred 14 days after Route3 notifies the Customer that the Equipment is ready for Delivery.

4.3 If Equipment is sold but not installed by Route3, acceptance is deemed to occur upon Delivery.

4.4 If during testing any item of Equipment is found to be defective, Route3 shall at its discretion and within a reasonable time either rectify the defect or replace the item with a new item and the Equipment shall be re-tested.

4.5 Route3 will not accept responsibility for any claims for shortages, discrepancies or damage to Equipment unless the Customer notifies Route3 in writing as soon as the problem should have been apparent and at the latest within 48 hours of Delivery.

5. Risk of Loss and Title

5.1 The Customer assumes the risk of loss or damage to Equipment from the time of Delivery. With effect from Delivery, the Customer shall maintain insurance for the full insurable value of Equipment until title passes to the Customer in accordance with clause 5.2.

5.2 Title shall pass to the Customer upon full payment of all sums due for Equipment and any associated installation Services.

6. Price and Payment Terms

6.1 Unless the Contract states otherwise, prices quoted by Route3 are in UK pounds sterling and are exclusive of VAT and any other sales taxes, which the Customer agrees to pay. Where Route3 has quoted a price based on an exchange rate which has altered by more than 2% by the time an Order is received, it reserves the right to re-quote.

6.2 The Customer acknowledges its responsibility to disclose all relevant information to enable Route3 to calculate its charges accurately. The Customer agrees to pay for additional work required which Route3 could not reasonably have foreseen on the basis of the information provided to it by the Customer.

6.3 Unless the Contract states otherwise, invoicing will be as follows. For the sale of Equipment, the price will be invoiced on Delivery. For the provision of Support Services, the price will be invoiced annually in advance. For all other Services the price will be invoiced monthly in arrears as the Services are performed. If Route3 is selling and installing Equipment, 20% of the total price is invoiced on order acceptance, 60% on delivery and the remaining 20% on acceptance.

6.4 Invoices shall be paid by the Customer within 30 days from the date of the invoice. If Route3 does not receive payment within 30 days it shall be entitled to charge daily interest upon the outstanding amount at the rate of 1% over the Bank of England base rate until Route3 receives payment in full.

6.5 All payments shall be made by the Customer in UK pounds sterling by transfer to such bank account as Route3 may from time to time notify.

6.6 Route3 shall be entitled to charge the Customer for all costs incurred and for any loss of anticipated profit if the Customer cancels or purports to cancel its Order in whole or in part after the Order has been accepted by Route3 or if the Customer prevents performance of a Contract or if the Customer terminates or purports to terminate a Contract in breach of these Terms or any other terms of the Contract. The Customer acknowledges these costs and losses may amount to the full purchase price for Equipment, as Route3 may be unable to cancel its order or sell the Equipment. The Customer further acknowledges these costs and losses may be very considerable for cancelled Services, as Route3 may have already employed people to perform the Services and / or purchased all spares or equipment for the duration of the Contract.

6.7 Route3 may increase its charges annually for any Services performed on an ongoing basis by an amount which does not exceed any increase in the UK general index of retail prices.

7. Customer Responsibilities

7.1 The Customer shall provide Route3 with all information relevant to delivering the Equipment or performing the Services, including but not limited to floor plans and utility diagrams, details of equipment, wiring or conditions that might affect or be affected by the Services, and details of any hazardous or potentially hazardous conditions.

7.2 The Customer shall prepare the Site for the installation of Equipment, for example removing existing equipment or cable as necessary, and making available secure storage space for equipment, spare parts and tools as reasonably required by Route3. The Customer agrees to allow Route3 to deliver and / or install the Equipment as soon as Route3 is ready to do so.

7.3 The Customer shall provide facilities as reasonably required by Route3 to provide the Services, including but not limited to ducting, conduit, structural borings for cable and conductors, and electrical service with suitable terminals and power surge protection devices and shall designate refuse deposit points close to any Equipment and remove any waste placed there.

7.4 The Customer shall arrange access to any Site as reasonably required by Route3 and provide safe and suitable conditions to allow Route3 to perform the Services. The Customer agrees to ensure that all Sites comply with all relevant laws and regulations.

7.5 The Customer shall procure as required any permission or services of third parties in respect of interfacing equipment or software and allow Route3, at the Customer’s expense, to make reasonable service requests on third parties for Equipment interconnection, including obtaining telephone service for testing where necessary.

7.6 The Customer shall co-operate with and assist Route3 as reasonably required in connection with the Services, including but not limited to making available at all reasonable times either in person or by telephone somebody with appropriate knowledge of the Equipment and Site with authority to act on behalf of the Customer, replying to any request for any information, approval or decision without delay.

7.7 The Customer shall maintain the Equipment and its environment in accordance with any manufacturer specifications and tolerances.

7.8 The Customer shall select, implement and maintain security features for defence against unauthorised Equipment use and pay all communications charges incurred through use or misuse of the Equipment.

7.9 The Customer shall immediately notify Route3 of any inability or anticipated delay in meeting any obligations set out in this clause.

7.10 The Customer agrees to ensure performance of its obligations in this clause 7 at its own cost and without delay. If the Customer fails to ensure that any of its obligations under this clause 7 or these Terms is met without delay, it shall defend and hold harmless Route3 from any associated claims, damages or liabilities and shall pay, at Route3's current rates, for any resulting reasonable costs and expenses incurred by Route3.

8. Safety, Security and Personal Conduct

8.1 The Customer agrees to ensure that Route3’s employees, agents and sub-contractors are not exposed to anything which might have a detrimental effect on their health, safety or welfare. If any potential hazards exist at any Site which could have such an effect, the Customer