The definitions and rules of interpretation in this clause apply in each and every Contract (as defined below)
“Commencement Date” means the date of signature of the relevant Order Form or the date of the Service being provided by CONTACT SYSTEMS whichever is the later.
“Contract” means the entire agreement between CONTACT SYSTEMS and the Customer for the Goods and/or Services on the terms set out in these Terms and all other terms set out in:
(1) an Order Form; and/or
(2) a Proposal; and/or
(3) any applicable Product Schedules;
accepted by CONTACT SYSTEMS in accordance with clause 2.2, and any other terms which CONTACT SYSTEMS has specifically agreed to in writing.
“Customer” means the person(s), firm or company with whom CONTACT SYSTEMS makes a Contract as identified in the Order Form or Proposal as the case may be, and any reference to “you” and “your” is a reference to the Customer.
“Deliverables” means all documents, products and materials developed by CONTACT SYSTEMS or a Third Party Supplier or its agents, subcontractors, consultants and employees in relation to Goods and/or Services in any form, including computer programs, data, reports and specifications (including drafts).
“Delivery Point” means the place where delivery of the Goods is to take place under clause 6.
“Goods” means the goods (including any part or parts of them) to be supplied by CONTACT SYSTEMS to the Customer as set out in the Order Form or Proposal (if any).
“Group” means, in relation to a company, that company, any company of which it is a Subsidiary (its holding company) and any other Subsidiary of such holding company; and each company in a group is a member of the group. Unless the context requires otherwise, the application of the definition of Group to any company at any time shall apply to the company as it is at that time.
“Intellectual Property Rights” means all patents, rights to inventions, utility models, copyright and related rights, trademarks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database rights, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world in the Goods, Services, Deliverables, Pre-Existing Materials and/or CONTACT SYSTEMS’s Equipment.
“CONTACT SYSTEMS” means Contact Systems Limited whose registered office is at Jackson House, Sibson Road, Sale Cheshire, M33 7RR and whose registered company number is 10499953￼ , and any reference to “us” “we” and “our” is a reference to CONTACT SYSTEMS.
“CONTACT SYSTEMS’s Equipment” means any equipment, including tools, systems, cabling or facilities, provided by CONTACT SYSTEMS or its subcontractors or identified in an Order Form or Proposal and used directly or indirectly in the supply of the Goods and/or Services which are not the subject of a separate agreement between the parties under which title passes to the Customer.
“Minimum Term” means the minimum term of the Contract which shall commence on the Service Commencement Date and end following the period set out in the Order Form or Proposal.
“Order Form” means the form prepared by CONTACT SYSTEMS in respect of a request for the Goods and/or Services.
“Pre-existing Materials” means all data, documents, information and materials provided by CONTACT SYSTEMS relating to the Goods and/or Services which existed prior to the commencement of the Contract including computer programs, data, reports and specifications.
“Personal Data” means any personal data, as defined in the Data Protection Act 2018, relating to the end user of the Goods and/or Services which is held by CONTACT SYSTEMS on behalf of the Customer.
“Product Schedule” means the specific terms and conditions applicable to the Goods and/or Services provided to the Customer, as set out at www.Contactsystems.co.uk/terms-conditions. More than one Product Schedule shall be referred to collectively as “Product Schedules”.
“Proposal” means the written proposal prepared by CONTACT SYSTEMS for the Customer for the provision of any combination of Goods and Services including (without limitation) internet services, voice services, managed hosting services, consultancy services and/or mobile services.
“Renewal Term” means the automatic renewal of the Minimum Term asset out in clause 3.3.
“Services” means the Services to be provided by CONTACT SYSTEMS under the Contract, including Third Party Supplier services identified in the Proposal and/or Order Form, and including the Goods used in performing the Services.
“Service Commencement Date” means the date that CONTACT SYSTEMS notifies the Customer that the Services are live.
“Scheduled Maintenance” means any maintenance to any hardware, networks or systems affecting the provision or use of the relevant Goods and/or Services which is notified to the Customer by CONTACT SYSTEMS at least 14 days prior to such maintenance taking place.
“Subsidiary” means in relation to a company (a holding company) means a subsidiary (as defined in section 1159 of the Companies Act 2006) and any other company which is a subsidiary (as so defined) of a company which is itself a subsidiary of such holding company.
“Termination Payment” means the payment due following an early termination of the Minimum Term, as set out in clause 3.2.
“Terms” means these Terms and Conditions.
“Third Party Supplier” means the third party selected by CONTACT SYSTEMS to enable CONTACT SYSTEMS to perform the Services or to supply the Goods.
“VAT” means value added tax chargeable under English law for the time being and any similar additional tax.