Terms & Conditions

Prism Enterprise Solutions Ltd Terms & Conditions

  • INTRODUCTION AND DEFINITIONS 1.1. The Customer (as defined in clause 1.2 below) understands that in order to receive the Equipment/Services (as defined in clause 1.2 below) and the Airtime Services (as defined in clause 1.2 below) it is required to enter into two separate agreements. These are: 1.1.1 This Agreement with Prism Enterprise Solutions Ltd which governs the supply of the Equipment and or Services from Prism Enterprise Solutions Ltd to the Customer; and 1.1.2 The Airtime Agreement (as defined in clause 1.2 below) with the relevant network/service provider. 1.2 In this Agreement, the following words and expressions shall have the meanings set out below “Airtime Agreement” means the agreement which governs the provision of Airtime Services from the relevant network/service provider, a copy of which will be provided with the agreement; “Airtime Services” means cellular mobile telecommunications airtime and network capacity procured from a network / service provider; ” Prism Enterprise Solutions Ltd ” means Prism Enterprise Solutions Ltd, (Company Registration No. 5835719) whose registered office is at; Suite 14 Hattersley House, Hattersley Court, Burscough Rd, Ormskirk, Lancs L39 2AY.“Connection” means the connection of an end user to a network or service provider such that the end user is capable of accessing and utilising the Airtime Services; “Customer” means the person ordering the Equipment/Services and/or the Airtime Services whose full details are set out in the form overleaf; “Downward Migration” means in respect of the Connection, the transfer (at the request of the Customer) from one tariff provided by the network / service provider (“the old tariff”) to another tariff provided by that same network / service provider (“the New Tariff”) which results in the Customer being charged a lower monthly line rental under the New Tariff than it was being charged under the old tariff and the phrase ‘Downward Migrated’ shall be construed accordingly; “Equipment means mobile telecommunication handsets and other associated equipment; “Minimum Term” means the minimum period of time which the Customer has agreed to maintain (a) Connection(s) under the Airtime Agreement; “Monthly subsidy Amount” means the amount which is derived by dividing the subsidy payable for a Connection by the number of months in the Minimum Term applicable to that connection; “Services” means any services ordered by the Customer and provided by Prism Enterprise Solutions Ltd; and “Subsidy” means the sum payable by Prism Enterprise Solutions Ltd to the Customer as is determined by Prism Enterprise Solutions Ltd in its sole discretion, taking into consideration the number of connections which the Customer is taking out and the applicable tariffs and the Minimum Term which the Customer is prepared to enter into.
  • APPLICABLE TERMS 2.1 unless other terms and conditions are expressly accepted by Prism Enterprise Solutions Ltd by means of a specific written amendment signed by a director of Prism Enterprise Solutions Ltd, the supply of Equipment and or the provision of Services will be on the terms and conditions set out in this Agreement to the exclusion of any other terms and conditions whether or not the same are endorsed upon, delivered with or referred to. In any purchase order or other document delivered or sent by the Customer to Prism Enterprise Solutions Ltd. 2.2 Our proposal quoted is only eligible in the dated calendar month. 2.3 Any prices quoted exclude vat and delivery.
  • SUPPLY OF CUSTOMER EQUIPMENT 3.1 In consideration of the Customer entering into the Airtime Agreement, Prism Enterprise Solutions Ltd undertakes to supply to the Customer such Equipment/Services as is ordered by the Customer from time to time. 3.2 Prism Enterprise Solutions Ltd shall use its reasonable endeavors to deliver the Equipment on the date agreed by the parties but the Customer acknowledges that time shall not be of the essence. 3.3 Notwithstanding delivery and acceptance of the Equipment to the Customer, title to the same will not pass to the Customer (but will be retained by Prism Enterprise Solutions Ltd) until the earlier of either (i) the expiry of the Minimum Term or (ii) the date on which all undisputed invoices relating to the same (including VAT) have been paid in full to Prism Enterprise Solutions Ltd. 3.4 The risk in the Equipment will pass to the Customer upon delivery and the Customer will be liable for any loss or damage of the same as and from the time when the equipment is delivered to the address notified by the Customer. 3.5 The Customer undertakes to notify Prism Enterprise Solutions Ltd as to any alleged defect\shortage or discrepancy in any Equipment within 2 working days of delivery of the Equipment to the Customer. In the event that the Customer fails to notify Prism Enterprise Solutions Ltd within this period then the Customer will be deemed to have accepted the Equipment and Prism Enterprise Solutions Ltd shall have no liability to the Customer whatsoever in respect of such Equipment. 3.6 You must inform us if you become insolvent and any equipment provided will remain the property of Prism Enterprise Solutions Ltd if within the contract term period.
  • PROVISION OF THE SERVICES 4.1 Prism Enterprise Solutions Ltd shall use its reasonable endeavours to provide the Services on the dates agreed by the parties. 4.2 Prism Enterprise Solutions Ltd shall use its reasonable endeavours to ensure that the Services are provided with reasonable skill and care.
  • CHARGES AND PAYMENT 5.1 The Customer hereby agrees to pay to Prism Enterprise Solutions Ltd for each item of Equipment and any Services ordered by and provided to the Customer within 7 days from the date of an Prism Enterprise Solutions Ltd invoice. 5.2 Prism Enterprise Solutions Ltd reserves the right at its absolute discretion to levy a surcharge for all credit card transactions in accordance with Prism Enterprise Solutions Ltd tariff applicable from time to time, a copy of which will be available at Prism Enterprise Solutions Ltd principal place of business. 5.3 Interest at an annual rate of 5% above Barclays Bank Plc base rate from time to time will accrue daily and be calculated on a daily basis on overdue accounts from the due date until payment.
  • PAYMENT AND RECLAMATION OF SUBSIDIES 6.1 Subject to the remaining provisions of this clause 6, Prism Enterprise Solutions Ltd may, acting in its sole discretion, provide the Customer with a Subsidy as a result of the Customer entering into the Airtime Agreement with the network/service provider. 6.2 In the event that Prism Enterprise Solutions Ltd does provide the Customer with a Subsidy, this may be provided to the Customer at the sole discretion of Prism Enterprise Solutions Ltd, using the following methods set out below or any combination of them; 6.2.1 Deducting this from the value of the Equipment or the Services which the Customer orders from Prism Enterprise Solutions Ltd or; 6.2.2 The payment of monies (representing the amount of the Subsidy) to the Customer and such monies shall be paid to the Customer: (a) in full after the expiry of 3 months from the Connection date, where the applicable Minimum Term is 12 months; or (b)’ In two equal installments where the applicable Minimum Term is 24 months, with the first installment being due after the expiry of 3 months from the Connection date and the second installment being due after the expiry of 13 months from the Connection date; or (c) payable monthly if an agreement is agreed with the customer. 6.2.3 Using such amount to discharge any termination charges levied upon the Customer by the relevant network/service provider for terminating their previous airtime agreement subject to Prism Enterprise Solutions Ltd being provided with a copy of the relevant invoice from such network/service provider. This invoice must show the amount of the termination cost and be accompanied with the customers own invoice to Prism Enterprise Solutions Ltd for this amount. This is a full and final settlement and should not exceed the amount of the termination on your invoice or the amount agreed by Prism Enterprise Solutions to cover up to, whichever is the lowest amount. The termination fee must be paid by the customer prior to claim to Prism Enterprise Solutions Ltd and the invoice will reflect this as proof of payment. 6.2.4 However, it is your responsibility to ensure that all stipulations from your current supplier are met and paid direct to your current supplier. 6.3 Any subsidy (or installment payment of a subsidy) payable by Prism Enterprise Solutions Ltd pursuant to clause 6.2 shall be payable by Prism Enterprise Solutions Ltd within 30 days from the date that the customer presents an invoice to Prism Enterprise Solutions Ltd (save that no invoice shall be necessary where the subsidy is being deducted from the price of the Equipment/Services ordered by the Customer pursuant to clause 6.2.1) provided that; 6.3.1 At all times the Connection is still active on the relevant payment date that the Subsidy (or installment payment of the subsidy) is due; 6.3.2 Where the invoice is payable in installments or after a prescribed period of time the appropriate trigger date has passed; 6.3.3 The invoice has been raised in accordance with the provisions of this Agreement; and 6.3.4: Where the: (a) invoice is for termination Charges pursuant to clause 6.2.3. this amount is invoiced within 3 months from the Connection date; and or (b) invoice is for the payment of monies pursuant to clause 6.2.2, this amount is invoiced during the Minimum Term; and or (c) amount claimed is being deducted from the price of Equipment/Services ordered by the Customer pursuant to .clause 6.2.1, this amount is claimed during the Minimum term; and in the event that the Customer fails to invoice/claim the subsidy within the timescales set out in clauses 6.3.4 (a) to (c) (inclusive) then the Customer’s right to the Subsidy shall cease. 6.4 The Customer acknowledges that: 6.4.1 The payment of the Subsidy is conditional upon: (a) the Customer maintaining each Connection for the Minimum Term and (b) the customer not Downward Migrating any Connection during the minimum Term; and (c) such other conditions as are notified to the Customer from time to time by Prism Enterprise Solutions Ltd. 6.4.2 Prism Enterprise Solutions Ltd will provide the Subsidy prior to the satisfaction of the conditions set out in clause 6.4.1 and hence the need for clause 6.5. 6.5 Prism Enterprise Solutions Ltd shall be entitled to reclaim from the customer the Subsidy (or such proportion of the Subsidy) already paid to the Customer (or Withhold such amount from subsidy or installment of a Subsidy to be paid to the Customer) In the event that: 6.5.1. A Connection is for .whatever reason disconnected prior to the expiry of the Minimum Term; or,6.5.2 A Connection is for whatever reason downward Migrated during the Minimum Term; or 6.5.3 The relevant network/service provider (for whatever reason) reclaims or withholds in full or in part from Prism Enterprise Solutions Ltd any of the connection commission paid to Prism Enterprise Solutions Ltd by the network/service provider in respect of that Connection; and the proportion of the Subsidy that Prism Enterprise Solutions Ltd shall be entitled to reclaim from the Customer shall be the Monthly Subsidy Amount for each month (and such pro rata amount for each-Incomplete month) of the balance of the Minimum Term which is unexpired at the date of disconnection or the Downward Migration. 6.6 In the event that a Customer, cancels prior to connection, disconnects a Connection prior to the expiry of the Minimum Term or a Connection is Downward Migrated during the Minimum Term then Prism Enterprise Solutions Ltd shall be entitled to charge the Customer an administration charge of £150 for each Connection. 6.7 Any such sum reclaimed (or withheld) pursuant to clause 76.5 shall be invoiced to the Customer and such sum shall be payable (unless withheld) within 7 days of the date of Prism Enterprise Solutions Ltd’s invoice. 6.8 Kit Credit allowances are valid for the contract period only; any outstanding amount will be lost once your contract passes the full term 6.8.1 If you cancel the contract prior to the minimum term and the kit credit allowance has been fully used then Prism Enterprise Solutions Ltd reserve the right to reclaim the amount purchased on a pro-rata basis as this will have been calculated on the stipulation of a minimum term contract. 6.8.2 All hardware will be calculated and charged against your Kit credit allowance including vat and delivery charges. 6.8.3 All reimbursements are subject to the original contract and all its conditions remaining for the full minimum contract
  • WARRANTIES 7.1 The Customer acknowledges that Prism Enterprise Solutions Ltd is not the manufacturer of the Equipment, and accordingly, that the warranty given by Prism Enterprise Solutions Ltd is limited as follows: If any Equipment is proved to the reasonable satisfaction of Prism Enterprise Solutions Ltd to be defective in material or workmanship then; 7.1.1 If the Equipment is returned to Prism Enterprise Solutions Ltd within 7 days of the date of their delivery, then Prism Enterprise Solutions Ltd will return the item to the manufacturer for repair or replacement. Prism Enterprise Solutions Ltd is not obliged to offer a loan handset during this period but if one is available it can be utilised although there may be a small handling charge applicable. For the avoidance of doubt, where Prism Enterprise Solutions Ltd replaces Equipment or provides substitute goods, the Original Equipment retuned by the Customer will belong to Prism Enterprise Solutions Ltd; provided that these obligations on the part of Prism Enterprise Solutions Ltd will not apply where:- (a) the Equipment has been altered in any way whatsoever or has been subjected to misuse or unauthorised repair; or (b) the Equipment has been improperly installed or connected (unless Prism Enterprise Solutions Ltd carried out such installation and connection); or (c) the customer has failed to observe any maintenance requirements relating to the Equipment; or (d) the Equipment has been expressly sold on a no warranty basis or in respect of any promotional items supplied from time to time with or in connection with the Equipment. 7.2 Save as provided in this Agreement, Prism Enterprise Solutions Ltd hereby excludes all conditions, warranties and stipulations express or implied, statutory, customary or otherwise which but for such exclusion would or might subsist in favour of the customer
  • LIMITATION OF LIABILITY 8.1 Prism Enterprise Solutions Ltd’s liability for or damage of any kind whatsoever (however such liability arises and whether in contract, tort, for breach of statutory duty or otherwise) under or in connection with:-a) this Agreement and/or b) any matter collateral to this Agreement and/or c) in respect of any representation or misrepresentation (other than a fraudulent misrepresentation) made by or on behalf of Prism Enterprise Solutions Ltd; shall in no circumstances exceed the sum paid by the Customer to Prism Enterprise Solutions Ltd in respect of the Equipment or Services with which such liability arises provided that nothing in this clause shall limit or exclude liability for death or personal injury arising from Prism Enterprise Solutions Ltd’s negligence 8.2 Save as otherwise provided, Prism Enterprise Solutions Ltd will be under no liability under this Agreement for any personal injury, death, loss or damage of any whatsoever (other than death or personal injury resulting from Prism Enterprise Solutions Ltd’s negligence) whether consequential or otherwise including but not limited to loss of profits, pure economic loss, loss of business and depletion of goodwill. 8.3 Save for death or personal injury resulting from Prism Enterprise Solutions Ltd’s negligence, Prism Enterprise Solutions Ltd shall not be liable to the Customer for any loss as a result of electromagnetic frequencies or any similar result from use of Equipment.
  • GENERAL 9.1 Prism Enterprise Solutions Ltd will be entitled to assign, sub-contract or sub-let this Agreement or any part thereof. The Customer shall not be permitted to assign or sub-let this Agreement or any part thereof without the written consent of Prism Enterprise Solutions Ltd 9.2 Failure by Prism Enterprise Solutions Ltd to enforce any of the provisions of this Agreement will not be construed as a waiver of any of its rights hereunder. 9.3 Prism Enterprise Solutions Ltd shall be entitled to amend any of the terms of this Agreement upon the giving of 7 days written notice to the Customer. 9.4 In relation to all obligations of the Customer under this Agreement, the time of performance is of the essence. 9.5 The illegality, invalidity or unenforceability of any clause or part of this Agreement will not affect the legality, validity or enforceability of the remainder. If any such clause or part is found by any competent court or authority to be illegal, invalid or unenforceable the parties agree that they will substitute provisions in a form as similar to the offending provisions as is possible without thereby rendering them illegal, invalid or unenforceable. 9.6 Each of the parties hereto is an independent contractor and nothing contained in this agreement shall be construed to imply that there is any relationship between the parties of partnership or of principal/agent or of employer/employee. 9.7 The legal construction of these clauses shall not be affected by their headings which are for convenience of reference only. 9.8 Any demand, notice or communication shall be deemed to have been duly served:-9.8.1 If delivered by hand, when left at the proper address for service 9.8.2 if given or made by prepaid first class post, 48 hours after being posted (excluding Saturdays, Sundays and public holidays) 9.8.3 if given or made by fax at the time of transmission subject to receipt of the appropriate “clear” transmission report provided that where in the case of delivery by hand or transmission by fax, such delivery or transmission occurs either after 4.00p.m. On a Business Day or on a day other than a Business Day service shall be deemed to occur at 10.00a.m.on the next following Business Day (such times being local time at the address of the recipient). For the purpose of this clause a “Business Day” is a day when the banks in the location of the recipient are open for a full range of banking transactions. Any demand, notice or communication shall be made in writing or by fax addressed to the recipient at its registered office or its address stated in this Agreement (or such other address or fax number as may be notified in writing from time to time) 9.9 No variation to this Agreement may be made unless set out in writing and signed by a director of Prism Enterprise Solutions Ltd. 9.10 This Agreement shall be governed by English law and the parties submit to the exclusive jurisdiction of the English Courts.
  • QUIKPLAN MOBILE AND SOFTWARE 10.1 QuikPlan Mobile is a software application that can be installed only on mobile telephones that have been approved and registered by Prism Enterprise Solutions Ltd and QuikPlan Ltd.10.2 The QuikPlan Mobile Application is subject to the Terms of the Agreement with QuikPlan Ltd and the customer acknowledges that Prism Enterprise Solutions Ltd has no liability in respect of this Application10.3 The QuikPlan Schedule Expert Management Software is subject to the Terms of the Agreement with Quikplan Ltd and the customer acknowledges that Prism Enterprise Solutions Ltd does not warranty this software and does not accept any liability in respect its use or performance10.4 Prism Enterprise Solutions Ltd does not provide any maintenance or support for the QuikPlan Software or Mobile Application. Prism Enterprise Solutions Ltd will provide a single point of contact between the Customer and the third party. Support and maintenance services provided by third parties will be governed by the terms of your agreement with them. Prism Enterprise Solutions Ltd shall not be responsible in any way for any acts or omissions of such third parties, disclaims all liability for, and makes no representation or warranty that any service requests or any Support Services dependent on a response from a third party shall be fixed or responded to within a specified period of time.10.5 Prism Enterprise Solutions Ltd makes no guarantees that the Software will be operable with any devices not approved by Prism Enterprise Solutions Ltd and will not be liable in any way for any loss, corruption, modification, inaccessibility of any customer data, applications or other software resulting from the use of the Software on any device or arising from the Customer’s operating environment.10.6 In order to access the entire functionality of the Software, the Customer must ensure it has full internet access through a GPRS, 3G or Wi-Fi connected Device. All traffic charges or access charges occurring due to the use of the Software are subject to the normal terms of the Customer’s mobile network operator. Prism Enterprise Solutions Ltd is in no way responsible for the operation or failure of operation or availability of or access to any internet services resulting in the Customer being unable to use the Devices, Software and/or Services. 10.7 Any additional Applications, functions or social media websites that are downloaded to the handsets by the client or their staff are at their own risk as are any Data charges that may be incurred by these downloads. A security document will be given to all clients and we advise staff sign the document as evidence they fully understand such activity is not allowed and any personal charges they incur will be refunded to the company and may be subject to disciplinary action.