Privacy & Cookies Policy

PLH Consultants committed to protecting your privacy. We value our visitors and endeavour to create an enjoyable and safe shopping experience when visiting our website.

PLH Consultants is a trading name of PLH Consultants Ltd. Reg no: 05007100, Registered in England and Wales

This privacy policy sets out how we use and protect any information that you give when you use this website. We are committed to ensuring that your privacy is protected. Should we ask you to provide certain information by which you can be identified when using this website, then you can be assured that it will only be used in accordance with this privacy statement. We may change this policy from time to time by updating this page.

Information collected by our website

  • What we collect

    For the purpose of making an enquiring or placing an order, our website may collect the following information. Your name and appropriate contact information including email address, address, preferences and interests. Other information relevant to customer surveys and/or offers may also be requested.

  • What we do with the information collected

    We require this information to understand your needs and provide you with more information for the product(s)/service(s) you have requested. Your information may also be stored in a CRM system for Internal record keeping. We may use the information to improve our products and services. We may periodically send promotional emails about new products, special offers or other information which we think you may find interesting using the email address which you have provided. From time to time, we may also use your information to contact you for market research purposes. We may contact you by email, phone, fax or mail. We may use the information to customise the website according to your interests.

Controlling your personal information

We will not sell, distribute or lease your personal information to third parties unless we have your permission or are required by law to do so. We may use your personal information to send you promotional information about third parties which we think you may find interesting if you tell us that you wish this to happen. You may request details of personal information which we hold about you under the Data Protection Act 1998. A small fee may be payable. If you would like a copy of the information held on you please write to or email us.

If you believe that any information we are holding on you is incorrect or incomplete, please write to or email us as soon as possible. We will promptly correct any information found to be incorrect.

Security

  • Website Security

    We are committed to ensuring that your information is secure. In order to prevent unauthorised access or disclosure, we have put in place suitable physical, electronic and managerial procedures to safeguard and secure the information we collect online.

  • External Links

    Our website may contain links to other websites of interest. However, once you have used these links to leave our site, you should note that we do not have any control over that other website. Therefore, we cannot be responsible for the protection and privacy of any information which you provide whilst visiting such sites and such sites are not governed by this privacy statement. You should exercise caution and look at the privacy statement applicable to the website in question.

An introduction to cookies

A cookie is a small data file that is automatically placed onto your computer’s hard drive. Cookie files are created by our website and placed onto your device in order to analyse and influence your preferences or behavior. Analytical cookies are designed to track your journey and experience on our website – so that we may tailor your experience and gather data. Overall, cookies help us provide you with a better website, by enabling us to monitor which pages you find useful and which you do not. A cookie in no way gives us access to your computer or any information about you, other than the data you choose to share with us.

The majority of modern web browsers will automatically allow cookies to be placed onto your device. However you can usually modify your browser’s settings in order to prevent any cookies from being placed onto your device. Setting your browser to block cookies may prevent you from taking full advantage of our website.

Cookies deployed by our website:

  • ensure that functionality operates as intended
  • remember your choices and preferences during and between visits
  • allow you to share pages via popular social media networks including Facebook and Twitter
  • allow you to interact with our website by leaving comments or opinions
  • post enquiries via online forms
  • track your visit for statistical analysis, allowing us to improve the usability, speed and security of our website

Cookies are not deployed to:

  • collect any personal identifiable information (without your express permission)
  • collect any sensitive information (without your express permission)
  • pass data to advertising networks
  • pass personally identifiable data to third parties
  • pay sales commissions

Your consent for cookie deployment by our website.

Upon your first visit to our website, you may have noticed our banner alerting you to the use of cookies by our website. In compliance with the 2011 EU Cookie Law, our website operates on an ‘Implied Consent’ basis. This means that we have assumed that you have ‘opted-in’ for our website to deploy cookies until you choose to deactivate them within your browser settings or via the instructions below. Below you can learn more about the specific cookies deployed by our website, and how they can be disabled. For more information on the EU Cookie Law in the UK, we recommend visiting the Information Commissioner’s Office (ICO) website where you can find the latest information, guidelines and advice on the EU Cookie Law.

Cookies used by our website

  • Social Network Sharing

    We encourage users to share our content and/or like our on profile on the popular Social Media websites Facebook, Twitter, YouTube, Google+ and LinkedIn. In order to make ‘Social Sharing’ accessible, our website utilises widgets either provided directly from the Social Networks and/or via amalgamative widgets from third parties such as AddThis. Cookies and privacy implications from the social networks vary and will be dependent on your nominated privacy settings with each Social Network. Social Sharing buttons will only deploy cookies if you are signed to that respective Social Network at the time of being on our website.

  • Analytical Tracking

    Our website has Google Analytics installed which allows us to track and compile anonymous visitor statistics. The information collected ranges from simple traffic volume to the type of browser you are viewing our website with. This information is valuable to us not just for marketing analysis and quantification, but to improve the usability, security and load speed of our website content. Google Analytics is a popular, secure, flagship webmaster product from Google. The privacy and security of Google Analytics data is a high priority at Google that you can read more about on Google’s Analytics Data Safeguarding page. Google also offer a Google Analytics Opt-out Browser Add-on that will allow you to automatically Opt-out of all websites that track your activity via Google Analytics. No personal information is collected by Google Analytics.

  • Cookie Consent Check

    Upon your first visit to our website, you will notice a subtle banner on the page alerting you to the fact that cookies are being placed onto your computer by our website. In order for our website to remember your choice of opting-in, we store a cookie which expires after the set amount of days below (see table).

  • WordPress

    Our website, either in full or in part, is built on the popular open-source CMS framework – WordPress. WordPress utilises cookies to allow visitors to register, login and comment on our website’s content. If you do not wish to participate in commenting on our website, WordPress will not deploy any cookies onto your device. Cookies will only be created by WordPress if you actively register or comment via the clear forms on our website.

  • WooCommerce

    WooCommerce is a popular eCommerce extension for WordPress, which we use for our website. WooCommerce uses three cookies in order to save your basket contents and session details. No personal information is stored in any of the three WooCommerce cookies. Cookies deployed by WooCommerce are essential for the process of using the cart and checkout functionality.

  • Enquiry Forms

    Our website’s visitors can choose to contact us via form(s) on our website. In order to prevent spam enquiries, we protect our forms with anti-spam challenges which ensure the visitor is an actual living person, rather than a computer bot or spider.

Actual cookies deployed

Below is a table of information which lists all cookies deployed and used on our website.

Cookie Category Cookie Name Cookie Description
Cookie Consent complianceCookie This cookie is set by our website once you have seen and acknowledged our Cookie banner. This cookie will expire and automatically delete itself after [14] days.
Google Analytics (Universal) _ga The single default cookie for Google Universal Analytics. This sole cookie used by Goole Analytics stores a unique client identifier (Client ID) which is set randomly. This cookie is set to expire after 24 months (2 years) and is refreshed each time you visit our website.
Google Analytics (Classic) _utma A Google Analytics cookie, which keeps track of the number of times, a visitor has been to the site, when their first visit was, and when their last visit occurred.
_utmb A Google Analytics cookie, which creates a timestamp of the exact moment when a visitor enters a site.
_utmc A Google Analytics cookie, which creates a timestamp of the exact moment when a visitor leaves the site.
_utmv Used for reporting in Google Analytics classifying the visitor.
_utmz A Google Analytics cookie which tracks where the visitor came from, what search engine was used, what link was clicked on, what keywords used, and where in the world the site was accessed from.
AddThis loc, uid/uit, psc, di/dt, atuvc/bt/ssc/ssh/sshs/xtc Allows users to share content via Social Networking websites and email
WordPress wp-settings-{time}-[UID] Serveral WP Settings cookies may be set if you log into the website. The number on the end is your individual user ID from the users database table. This is used to customise your view of admin interface, and possibly also the main site interface.
wordpress_test_cookie
wordpress_
wordpress_logged_in		 These WordPress session cookies are created if and when you log into WordPress either as an administrator or contributor to the website.
comment_author
comment_author_email
comment_author_url		 If you choose to submit a discussion/comment to our website, you will be asked to provide certain information about yourself including your name, email and website address.
devicePixelRatio This cookie records your device’s pixel ratio. If your screen resolution is a retina or Hi DPI screen, then the website may choose to serve you higher resolution graphics.

How to disable cookies

Most modern browsers allow you to control your cookie settings for all websites that you browse. You can disable cookie deployment completely by editing your browser settings, however in doing this you may be limiting the functionality that is displayed on our website. To learn how to disable cookies on your preferred browser we recommend reading this advice posted by Google.

If you are concerned about cookies tracking your movements on the Internet then you may be concerned about spyware. Spyware is the name given to a particular band of cookies that track personal information about you. There are many antispyware programs that you can use to prevent this from happening. Learn more about antispyware software – http://en.wikipedia.org/wiki/Spyware. You call also disable Google Analytics on all websites by downloading the Google Analytics Opt-out Browser Add-on.

General Terms and Conditions

1. DEFINITIONS
1.1 `Supplemental Terms and Conditions’ means additional terms and conditions attached hereto.
1.2 ‘Schedules’ means the schedule(s) attached hereto.
1.3 `Contract’ means the contract between PLH and the Customer.
1.4 ‘Goods’ means the goods that are the subject matter of the Contract sold by PLH Consultants Ltd to the Customer.
1.5 ‘Services’ means services provided to the Customer by PLH Consultants Ltd under the terms of this Agreement.
1.6 `Order’ means the order form attached hereto which sets out the Goods to be supplied and summary of Services to be
delivered hereunder.
1.7 `Agreement’ means these General Terms and Conditions and any engrossed Order, engrossed Supplemental Terms and
Conditions and engrossed Schedules.
1.8 ‘Service Schedule’ means the schedule attached hereto which sets out the detailed services to be provided and any
applicable service levels.
1.9 ‘Conditions’ means the terms and conditions set out herein and in any engrossed Order, engrossed Supplemental Terms and
Conditions and engrossed Schedules.
1.10 ‘Confidential Information’ means information, documentation, know-how, data, diagrams, specifications or other materials (written
or oral), belonging to the other and concerning the business and affairs of the other.
1.11 ‘Working Day’ means 9.00am to 5.30pm Monday to Friday, excluding Bank and Public Holidays.
1.12 `Equipment’ means computational hardware, including but not limited to servers, personal computers, laptops, routers and switches.
1.13 `Rental Equipment’ means Equipment that is rented from PLH Consultants Ltd under the terms of this Agreement.
1.14 ‘Software’ means all software (including but not limited to, operating systems, firmware, utilities, applications and all
associated documentation) provided by PLH Consultants Ltd.
1.15 `Minimum Term’ means the initial term of this Agreement, set out in the Order attached hereto.
2. THE PARTIES
The parties to this Agreement are (I) PLH Consultants Ltd (`PLH Consultants Ltd’), whose registered office is at 304 High Street, Benfleet, Essex,
SS7 5HB and (II) Customer, whose name and place of business are set out on the Order.
3. PRECEDENCE
This Agreement comprises these General Terms and Conditions, an Order, Supplemental Terms and Conditions and one or more Schedules. In the
event of a conflict between the terms and conditions set out in the General Terms and Conditions and terms and conditions set out in the
Supplemental Terms and Conditions, the terms and conditions set out in the Supplemental Terms and Conditions shall take precedence.
4. COMMENCEMENT AND TERM
4.1 This Agreement will be deemed to come into effect on the date of the Order (`Commencement Date’) and shall run until the date
of commencement of the provision of Services by PLH Consultants Ltd and for a period equal to the Minimum Term as set out in
the Order, thereafter
4.2 Unless the Customer has given notice to terminate this Agreement at the end of the Minimum Term in accordance with Clause 9 hereof, this
Agreement shall continue to run after the end of the Minimum Term until terminated in accordance with clause 9 hereof.
5. CONFIDENTIALITY
5.1 Each of the parties to this Agreement agrees to use Confidential Information solely for the purposes of executing this Agreement
and for the evaluation of future products and services. Neither party shall disclose Confidential Information except when it is deemed
that such disclosure is required to execute this Agreement, in which case the disclosing party will obtain binding commitment from
the receiving party to keep such information confidential.
5.2 Each of the parties to this Agreement shall, and procure that its staff, agents and subcontractors shall, keep confidential all Confidential
Information that it shall have obtained as a result of the discussions leading up to or entering or performance of this
Agreement except:
5.2.1 to the extent that it can be shown that the information is publicly available other than through a breach of
this Agreement;
5.2.2 to the extent that it can be shown that the information was lawfully in its possession prior to the date of its disclosure
by any other party;
5.2.3 to the extent that the receiving party may have received the information from a third party without (bona fide)
restriction as to disclosure;
5.2.4 where the receiving party receives or has received written consent to such disclosure from the party entitled to such information;
5.2.5 to the extent that the receiving party may be required by law to make such disclosure.
5.3 Upon written request from the other party, either party will return to the other all copies of the Confidential Information obtained during
the performance of the Agreement within thirty days of such request.
5.4 Both parties warrant that the Confidential Information received from the other in connection with this Agreement shall be used only for the
purposes of this Agreement.
5.5 Nothing in this clause shall prohibit PLH Consultants Ltd from supplying the same or similar Goods or Services to other persons.
5.6 The provisions of this clause 5 shall survive in perpetuity the termination of this Agreement, howsoever occasioned.
6. DATA PROTECTION
6.1 PLH Consultants Ltd acknowledges that it may have access to and may be entrusted with Personal Data (as defined in the 1998 Data
Protection Act) in the provision of the Services.
6.2 PLH Consultants Ltd agrees that in its capacity of a Data Processor (as defined in the 1998 Data Protection Act) it will not (except as a
necessary part of the performance of its obligations in connection with the provision of the Services):
6.2.1 retain any copy, abstract, summary or précis of the whole or any part of such Personal Data;
6.2.2 disclose to any person such Personal Data other than to its suppliers, agents, subcontractors or employees who
are placed under the same obligation of confidence and who need access to such Personal Data to facilitate proper
performance of their contractual obligations to PLH Consultants Ltd.
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6.3 PLH Consultants Ltd agrees that in its capacity of a Data Controller (as defined in the 1998 Data Protection Act) it will not (except as a
necessary part of the performance of its obligations in connection with the provision of the Services) disclose to any person such Personal
Data other than to its agents, subcontractors or employees who are placed under the same obligation of confidence and who need access to
such Personal Data to facilitate proper performance of their contractual obligations to PLH Consultants Ltd.
6.4 shall be entitled, in its capacity of a Data Controller to use such Personal Data and data pertaining to the Customer’s use of the Services
to advise the Customer about additional products, services and offers.
6.5 In the event that the Customer does not consent to the provisions of sub-clause 5.4, the Customer shall be entitled to notify PLH Consultants
Ltd and forthwith upon receipt of such notice PLH Consultants Ltd shall cease to use such Personal Data and data pertaining to the Customer’s
use of the Services to advise the Customer about additional products, services and offers.
6.6 PLH Consultants Ltd will indemnify the Customer against any and all claims and proceedings made or brought against the Customer in respect of
any alleged breach of this clause provided that such breach was due to the act or omission of PLH Consultants Ltd, its agents, subcontractors or
employees.
6.7 PLH Consultants Ltd will on demand, deliver to the Customer all documents that may be in its possession or in the possession of
its agents, subcontractors or employees (including documents prepared by the Customer) which may include Personal Data.
6.8 The provisions of this clause 6 shall survive in perpetuity the termination of this Agreement, howsoever occasioned.
7. CHARGES AND PAYMENT
7.1 PLH Consultants Ltd shall invoice the Customer according to the Billing Period set out in the Order and the Tariff.
7.2 Payments shall be paid by Customer within fourteen days of the date of PLH Consultants Ltd invoice.
7.3 In the event that the Customer fails to make any payment in respect of Goods or Services by the due date, PLH Consultants Ltd shall be
entitled to take one or more actions:
7.3.1 suspend the provision of Services to the Customer until such time as the outstanding invoice(s) is/are paid;
7.3.2 charge the Customer interest at the rate of 5% above the prevailing Bank of England base rate, on any amount outstanding from the
due date to the date of actual payment. Interest shall be applied daily;
7.3.3 terminate this Agreement and recover from the Customer damages for any loss suffered by PLH Consultants Ltd as a result of such
termination.
7.4 In the event that during the execution of this Agreement PLH Consultants Ltd incurs reasonable expenses, PLH Consultants Ltd shall be entitled
to charge the Customer at cost for such expenses provided that such provision has been indicated in the Order.
7.5 In the event that PLH Consultants Ltd is requested to provide Goods or Services in addition to those set out in the Order, PLH
Consultants Ltd shall charge the Customer for the provision of such Goods or Services at its prevailing rates.
7.6 All prices or charges stated or referred to in this Agreement are exclusive of Value Added Tax which shall be charged in addition at the rate
ruling at the tax point.
7.7 All elements of the charges for Services shall be reviewed by PLH Consultants Ltd to be effective at the end of the Minimum Term (the’
Anniversary’), and each subsequent Anniversary thereof. Any proposed changes in charges will be notified to the Customer in writing not less
than sixty days prior to any Anniversary.
7.8 Customer agrees to pay PLH Consultants Ltd the whole of the amount due without any withholding, deduction, set off or counterclaim.
7.9 PLH Consultants Ltd shall be entitled to offset any monies owed to Customer against any monies owed to PLH Consultants Ltd.
7.10 In general, fixed charges, including, but not limited to installation charges and other set-up charges shall be charged on completion of the activity
which gives rise to the charge. Charges for Services and rental of Equipment shall be charged monthly in advance and charges for usage shall
be charged monthly in arrears.
8. LIMITATION OF LIABILITY
8.1 Customer acknowledges that PLH Consultants Ltd obligations and liabilities are exhaustively defined in this Agreement.
8.2 Customer agrees and accepts that the express obligations and warranties made by PLH Consultants Ltd in this Agreement are in lieu of and to
the exclusion of any other warranty, condition, term, undertaking or representation of any kind, (excluding fraudulent misrepresentations)
express or implied, statutory or otherwise relating to the Services provided under or in connection with this Agreement, including (though not
limited to) those as to the quality and performance.
8.3 PLH Consultants Ltd will not be liable for any indirect or consequential loss, damage, cost or expense of any kind whatever and however
caused, whether arising under contract, tort (including negligence) or otherwise, including (without limitation) loss of production, loss of or
corruption to data, loss of profits or of contracts, loss of operation time and loss of goodwill or anticipated savings, even if PLH Consultants Ltd has been advised of their possibility.
8.3.1 PLH Consultants Ltd will not be liable for any settlement / early termination charges from the incumbant supplier unless agreed and included within the contracted documents between PLH Consultants Ltd and the Customer.
8.4 PLH Consultants Ltd accepts liability for:
8.4.1 Death or injury caused by the negligence of PLH Consultants Ltd, its employees, agents or sub-contractors in the course of their
engagement under this Agreement;
8.4.2 Physical damage to or loss of the Customer’s tangible property to the extent it results from the negligence of PLH Consultants Ltd, its
employees, agents or sub-contractors within the course of their engagement under this Agreement up to an amount of £100,000 in
respect of each incident or series of connected incidents.
8.5 In all other cases not falling within sub-clause 7.4, PLH Consultants Ltd total liability (whether in contract, tort, including negligence, or
otherwise) under or in connection with this Agreement or based on any claim for indemnity or contribution shall be limited £100,000 in respect
of each incident or series of connected incidents, and in any twelve month period to £500,000, provided always that before any such claim is
made PLH Consultants Ltd is given reasonable opportunity to make good the breach giving rise to such claim.
8.6 Customer acknowledges and agrees:
8.6.1 that the allocation of risk contained in this clause 11 is reflected in the price charged for the Goods and Services;
8.6.2 that PLH Consultants Ltd shall not be liable to the Customer for any losses, costs or damages whatsoever under this Agreement, where
proceedings for such losses, costs or damages are begun one year or more after the occurrence of the breach giving rise to the claim.
9. TERMINATION
9.1 This Agreement may be terminated:
9.1.1 forthwith by either party if the other commits any material breach of any terms of this Agreement and which (in the case of a breach
capable of being remedied) shall not have been remedied within thirty days of a written request to remedy the same; or
SF140 Issue 1 Page 6 of 9
9.1.2 forthwith by either party if the other convenes a meeting of its creditors or if a proposal shall be made for a voluntary
arrangement within Part 1 of the Insolvency Act of 1986 or a proposal for any other composition, scheme or arrangement with (or
assignment for the benefit of) its creditors or if the other is unable to pay its debts within the meaning of the Section 123 of the
Insolvency Act 1986, or if a trustee receiver, administrative receiver or similar officer is appointed in respect of all or any part of the
business or assets of the other or if a petition is presented or if a meeting is convened for the purpose of considering a resolution or
other steps are taken for the winding up of the other or the making of an administration order (otherwise than for the purpose of an
amalgamation or reconstruction); or
9.1.3 by either party by giving the other not less than thirty days’ notice in writing to take effect from the end of the Minimum
Term or at any time thereafter; or
9.1.4
by either party within seven working days of receipt of this Agreement PROVIDED THAT (a) PLH Consultants Ltd has
not
commenced the supply of the Services, (b) installation of Equipment has not commenced and (c) any Goods or Equipment delivered
by PLH Consultants Ltd in connection with this Agreement are forthwith returned to PLH Consultants Ltd undamaged and in its
original packaging;
9.1.5
forthwith by Customer if PLH Consultants Ltd makes a change to the provision of the Services which has a material
adverse
effect on the Services provided under the terms of this Agreement.
9.2 On termination of this Agreement, Customer shall forthwith return all Rental Equipment to PLH Consultants Ltd.
9.3 In the event that this Agreement is for any reason other than described in sub-clause 9.1.5 terminated before the end of the Minimum
Term, Customer will be liable to pay to PLH Consultants Ltd a cancellation charge which shall include any or all the following parts as
applicable:
9.3.1 for the provision of the Services from the date of termination to the end of the Minimum Term;
9.3.2 for Rental Equipment from the date of termination to the end of the Minimum Term;
9.3.3 repayment of any discount or subsidised installation charges received by Customer on the basis of Customer committing to
receipt of Services for the Minimum Term;
9.3.4 cease charges as set out in the Tariff attached here to.
10. SUSPENSION OF SERVICES
10.1 PLH Consultants Ltd shall be entitled to suspend the provision of services without notice if:
10.1.1 in PLH Consultants Ltd reasonable opinion, the Services are being abused, knowingly or otherwise, by Customer;
10.1.2 payments are unpaid by the due date;
10.1.3 two or more consecutive direct debit requests are rejected.
10.2 In the event of suspension of Services:
10.2.1 Services shall not be provided by PLH Consultants Ltd until the situation which has given cause to the suspension is resolved
by
Customer;
10.2.2 Customer shall continue to pay all of PLH Consultants Ltd charges in relation to this Agreement during the period of
suspension of Services;
10.2.3 in the event that Customer fails to rectify the situation which has given cause to the suspension within thirty days of the
commencement of the suspension, PLH Consultants Ltd shall be entitled to terminate the Agreement under the terms of clause 9.
11. GENERAL
11.1 PLH Consultants Ltd can recommend that another party carries out work, supplies goods, software or services. PLH Consultants Ltd does not
guarantee the work, goods, software or services unless it has been negligent in making the recommendation.
11.2 In the case where PLH Consultants Ltd provides goods or software originally manufactured or developed by third parties it passes on
statements or representations in good faith but doesn’t verify them or guarantee their accuracy.
11.3 PLH Consultants Ltd cannot accept responsibility for any statements or representations unless such are made in writing.
11.4 The Conditions shall not be varied or added to by reference, incorporation or otherwise unless such variation is made by express
written agreement made between PLH Consultants Ltd and the Customer and signed by a director of PLH Consultants Ltd and
Customer.
11.5 In the event that Goods or Services are provided to Customer at reduced or no charge for a trial period, PLH Consultants Ltd shall commence
charging for the provision of the Services and Goods from the end of the trial period unless Customer serves thirty day’s notice to terminate this
Agreement at the end of the trial period.
11.6 The signing by PLH Consultants Ltd of any of Customer’s documentation shall not imply any modification of the Conditions.
11.7 For the purposes of the Conditions, communications made between PLH Consultants Ltd and the Customer by electronic mail shall be
regarded as made in writing and signed by the party sending the electronic mail.
11.8 PLH Consultants Ltd shall be entitled to correct any clerical or typographical error made by its employees at any time.
12. THIRD PARTY RIGHTS
Save as expressly stated, these terms and conditions do not confer any rights on third parties as provided for under the Contracts (Rights of Third
Parties) Act of 1999 or any similar or subordinate legislation and it is not the intention of the parties to this Agreement to confer such rights.
13. GOVERNING LAW
This Agreement and the rights and obligations of the parties hereto shall be governed by the laws of England and both parties hereby agree to submit
to the exclusive jurisdiction of the English courts.
14. DISPUTE RESOLUTION
14.1 The parties to this Agreement will attempt in good faith to resolve any dispute or claim arising out of or relating to this Agreement
promptly through negotiations between the respective senior executives of the parties who have authority to settle the same.
14.2 If the matter is not resolved through negotiation within thirty days, the parties will attempt in good faith to resolve the dispute through
mediation in accordance with the either the Centre for Effective Dispute Resolution (CEDR) Model Mediation Procedure or, in the case
of telecommunications services related disputes, Otelo.
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14.3 Neither party may commence any court proceedings in relation to any dispute arising out of this Agreement until they have attempted
to settle said dispute by mediation and that mediation has terminated.
14.4 The fees and the costs of such mediation or arbitration shall be borne equally by the parties.
15. FORCE MAJEURE
If either party is unable to perform any part of this Agreement and such failure is caused by circumstances beyond its reasonable control (including but
not limited to flood, fire, earthquake, war, tempest, hurricane, industrial action (except by PLH Consultants Ltd staff), government restrictions, legislation,
act of God or any other occurrence of a like nature), then it shall be excused from performance for a period which is reasonable under the prevailing
circumstances, provided always that the party affected by the force majeure immediately notifies the other.
16. ADVERTISING
Neither party shall be entitled to use any trademark or trade name of the other, refer to the other, this Agreement or the Services to be rendered
hereunder, either directly or indirectly, in connection with any promotion or publication without the prior, written consent of the other (such consent not to
be unreasonably withheld or delayed).
17. ASSIGNATION
17.1 PLH Consultants Ltd shall be entitled to subcontract all or any part of the Services. Such assignation will not relieve PLH Consultants Ltd
of any of its obligations under this Agreement.
17.2 PLH Consultants Ltd shall be entitled to assign the benefit of this Agreement, but for the avoidance of doubt, not the burden thereof.
17.3 The Customer shall not be entitled to assign the benefit or burden of this Agreement without the prior written consent of PLH
Consultants Ltd (such consent not to be unreasonably withheld or delayed).
18. VARIATION
18.1 In the event that the Customer requests a change to the Services or Goods provided under the terms of this Agreement, such request shall
be made in writing and will not be deemed accepted until acknowledged and agreed in writing by PLH Consultants Ltd.
18.2 PLH Consultants Ltd shall be entitled to change the terms of this Agreement by giving the Customer not less than one month’s notice.
18.3 In the event that any change to the terms of this Agreement made by PLH Consultants Ltd result in material adverse effect, which for the
avoidance of doubt does not include price or Tariff changes, the Customer shall be entitled to terminate this Agreement forthwith without
incurring Termination Charges.
19. NON-SOLICITATION OF STAFF
Each party agrees not to approach employees or subcontractors of the other in order to entice them to join the other whether as an employee or in any
other capacity, during the term of this Agreement or for a period of six months after its termination. If either party breaches the terms of this clause 17
the party in breach agrees, by way of liquidated damages and not a penalty, to pay the other a sum equal to the annual salary or otherwise of the
employee or subcontractor concerned except where that employee or subcontractor has responded to a bona fide advertisement or other offer
published or made to the general public.
20. HEADINGS
Headings to clauses in this Agreement have been inserted for convenience of reference only and should not be construed as forming part of
this Agreement.
21. WAIVER
No forbearance, delay or failure by either party to exercise any of its power’s rights or remedies under this Agreement will operate as a waiver of
them. Nor shall any single or any partial exercise of any such powers or rights or remedies preclude any other or further exercise of them. Any waiver
to be affected must be in writing. The remedies provided in this Agreement are cumulative and not exclusive of any remedies provided by law.
22. SEVERABILITY
If any part of this Agreement is found by any competent jurisdiction to be invalid, unlawful or unenforceable then such part will be severed from
this Agreement. The remainder of this Agreement will continue to be valid and enforceable to the full extent permitted by law.
23. NOTICES
Any notice or communication to be given hereunder shall be delivered or sent by first class post to the address of the other party set out in this
Agreement and shall be deemed to have been received by the addressee within two working days of posting.
24. ENTIRE AGREEMENT
This Agreement contains the entire agreement between the parties and supersedes any previous agreement between the parties, including, but not limited to
terms and conditions attached to the Customer’s purchase order. Except for fraudulent misrepresentations, the parties shall not be bound by or be liable for any
statement, representation, promise, inducement or understanding of any kind or nature not set forth herein. No changes amendments or modifications of any of
the terms or conditions of this Agreement shall be valid unless in writing, signed by both parties and engrossed into this
Agreement.
1. SUPPLEMENTARY DEFINITIONS
1.1 `Line’ means connection to a network that is provided to Customer by PLH Consultants Ltd under the terms of this Agreement.
1.2
`Call’ means a signal, message or communication that is silent, spoken or visual on a Line that provided to Customer by PLH
Consultants Ltd under the
terms of this Agreement.
1.3 `Service Limitations’ means the Service Limitations set out in the Order.
1.4 `Messaging Services’ means message communication services, including but not limited to voicemail, email, fax and text-message, and
the access and management facilities theretofore.
1.5 `SIM Card’ means subscriber identity module card.
1.6 `PIN’ means personal identification number
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1.7 `Network’ means the communications equipment and communication lines and circuits provided by PLH Consultants Ltd’s
supplier(s) excluding customer-site based terminating equipment, for the provision of the Services.
2. CLIENT’S OBLIGATIONS
During the term of this Agreement and subject to the performance by PLH Consultants Ltd of its obligations hereunder, the Customer shall:
2.1 Promptly pay PLH Consultants Ltd’s invoices that shall be raised by PLH Consultants Ltd in accordance with the payment schedule set out in
Schedules.
2.2 Pay all additional charges levied by PLH Consultants Ltd, including but not limited to those arising from Call charges incurred by the Customer:
2.2.1 Customer undertakes to pay all Call Charges including those incurred by unauthorised access to or use of the Services, including but
not limited to use of unbarred premium rate numbers and rogue dialers.
2.3 In the event that installation charges are indicated on the Order to be estimated, Customer undertakes to pay the actual charge incurred for
the installation of the Equipment.
2.4 Disclose to PLH Consultants Ltd any facts that are known or potential issues that are suspected which might have a material impact on the
implementation of the Services
2.5 Provide suitably qualified personnel for such times as may be reasonably required by PLH Consultants Ltd:
2.5.1 to give PLH Consultants Ltd information and assistance in identifying and correcting any malfunctions;
2.5.2 to receive and execute the appropriate corrective measures (or other instructions in relation to this Agreement) given by PLH
Consultants Ltd;
2.5.3 to carry out diagnostic tests on the Equipment as requested by PLH Consultants Ltd;
2.5.4 Receive and execute the appropriate corrective measures (or other instructions in relation to this Agreement) given by PLH Consultants
Ltd.
2.6 Allow PLH Consultants Ltd proper access Customer’s premises during the Working Day as may be reasonably requested.
2.7 In the event that PLH Consultants Ltd has to install Equipment at a third party’s site, Customer shall seek all necessary permissions prior to
PLH Consultants Ltd gaining access to the site.
2.8 Following PLH Consultants Ltd’s installation of Equipment at Customer’s site, Customer shall be responsible for replacing items of
furniture and any necessary redecoration.
2.9 Ensure that the Services are not used:
2.9.1 to make abusive, defamatory, obscene, indecent, menacing, disruptive, nuisance or hoax Calls, email or other communications;
2.9.2 to send or knowingly receive, emails or other communications in breach of the rights of third parties, including but not limited to those of
quiet enjoyment, privacy and copyright;
2.9.3 to send or knowingly receive material that is abusive, defamatory, obscene, indecent, menacing or disruptive;
2.9.4 to send or knowingly receive data in such a way or amount so as to adversely affect the network (or any part thereof) which underpins
the Services provided under the terms of this Agreement;
2.9.5 to carry out any fraudulent, criminal or otherwise illegal activity;
2.9.6 to enable any other service provider to route Calls, emails or other communications through PLH Consultants Ltd’s network;
2.9.7 to obtain access to restricted areas of the network;
2.9.8 in any manner which in PLH Consultants Ltd’s reasonable opinion brings PLH Consultants Ltd’s name into disrepute.
2.10 Indemnify PLH Consultants Ltd against all claims made by third parties arising from faults in the Service.
2.11 Indemnify PLH Consultants Ltd against all claims for non-performance of services provided under agreements with third parties even if PLH
Consultants Ltd invoices
Customer for such services.
2.12 In the event that (beyond PLH Consultants Ltd’s reasonable control) Calls are routed other than by our network:
2.12.1 pay invoice(s) raised by third party supplier(s);
2.12.2 notify PLH Consultants Ltd immediately of any invoices for services raised by a third party for services which are covered by this
Agreement.
2.13 Ensure that the existence of this Agreement does not breach the terms of any agreement made between Customer and any other party for
the supply of similar Services.
2.14 Ensure that adequate resilience is in place in the event of a power failure, including, but not limited to having the means to make
emergency calls.
2.15 Ensure that usernames, passwords and personal identification numbers are kept secure.
2.16 In the event that Customer has subscribed to Call Recording services, Customer shall:
2.16.1 ensure full compliance with the statuary requirements for the use of such service; and
2.16.2 indemnify PLH Consultants Ltd against any claims made against Customer which result from the use of such service.
2.17 In the event of a failure or interruption to the Services which has been investigated and or repaired by PLH Consultants Ltd and found to be
caused by Customer or a third party, pay any charges levied by PLH Consultants Ltd in respect of the work carried out.
3. SUPPLIER’S OBLIGATIONS
During the term of this Agreement, and subject to the performance by the Customer of its obligations hereunder, PLH Consultants Ltd shall:
3.1 Provide the Services set out in this Agreement, subject to any Service Limitations set out in the Order, including:
3.1.1 telephone numbers;
3.1.2 access to the Network, providing facilities for placing and receiving Calls and Messaging Services;
3.1.3 installation of Equipment at the Customer’s site(s), set out in the Order attached hereto;
3.1.4 provision of training in the use of the Equipment; and
3.1.5 a basic online itemised billing facility
3.1 Respond to fault reports made by Customer and make reasonable endeavors to repair any fault that is within the Network or directly
caused by PLH Consultants Ltd, its employees, agents, subcontractors or suppliers:
3.2 Being engaged by the Customer for its professional expertise, PLH Consultants Ltd warrants that the Services shall be performed by
competent staff, exercising a reasonable level of skill appropriate to their responsibilities.
3.3 Being engaged by the Customer for its professional expertise, PLH Consultants Ltd warrants that the Services shall be performed by competent
staff, exercising a reasonable level of skill appropriate to their responsibilities.
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3.4 Undertake to make good any failure to perform the Services arising from a failure of PLH Consultants Ltd; it’s employees,
subcontractors or agents to exercise a reasonable level of skill, at no charge to the Customer.
3.5 Without prejudice to its other obligations or responsibilities, shall ensure that when any of its obligations are performed on the
Customer’s premises all rules and instructions in force and published thereat are complied with.
3.6 Make reasonable endeavors to provide the Services by the agreed date.
3.7 Make reasonable endeavors to provide reasonable notice of any bona fide restriction which, for operational reasons we may place on
the Services.
4. GENERAL
4.1 Customer acknowledges that title to the telephone numbers supplied under the terms of this Agreement shall at all times be retained by PLH
Ltd or its supplier(s) and Customer agrees not to sell, transfer or otherwise re-allocate the number to a third party.
4.2 In the event that Customer requests paper-based itemised bills, PLH Consultants Ltd shall provide such and shall make an additional
charge, at its prevailing rates, for the provision of such facility.
4.3 PLH Consultants Ltd shall be entitled to set off any inbound rebates against monies owed to PLH Consultants Ltd.
4.4 PLH Consultants Ltd shall be entitled not to pay any inbound rebates if the cumulative value in any charging period is less than £5.
4.5 Upon written notice given by PLH Consultants Ltd’s supplier, PLH Consultants Ltd’s rights and obligations, including all accrued rights
and obligations, shall be assigned and transferred to the supplier or to its nominee.
5. LIMITATIONS
Customer accepts that:
5.1 PLH Consultants Ltd cannot guarantee and does not warrant that the Service will be free from interruptions, including but not limited to
interruption of the
Service for operational reasons, interruption of the Service for emergency reasons or degradation of the quality of the Service.
5.2 PLH Consultants Ltd may, at sole discretion, change code or telephone numbers for operational reasons.
5.3 In the event of termination of this agreement, howsoever occasioned, the Customer shall be responsible for:
5.3.1 arranging for services to be provided by an alternative supplier; and
5.3.2 payment of any charges due to PLH Consultants Ltd arising from Customer’s failure to arrange for services to be provided by an
alternative supplier.
5.4
PLH Consultants Ltd has no control over the data delivered to the Customer over the Lines provided by PLH Consultants Ltd and therefore
cannot accept liability
for loss or damage caused by malicious data including, but not limited to viruses, Trojan horses or spam.