This document summarizes the key terms of OLYS Telecom Ltd’s Portal Terms and Conditions (“Portal Ts&Cs”). It does not replace or vary the Portal Ts&Cs, has no contractual or legal effect, and should not be relied upon in place of the Portal Ts&Cs themselves.
Introduction
When you place an order to purchase services from OLYS Telecom Ltd, you agree that the Portal Ts&Cs are incorporated into and form part of your contract with OLYS Telecom Ltd.
The Portal Ts&Cs are structured as follows:
- Clauses 1 – 25: Service delivery, commercial, termination, legal, and other terms applicable to all services.
- Schedules 1 – 4: Additional terms for any SIP services.
- Data Processing Addendum (DPA): Terms on how OLYS Telecom Ltd processes any personal information provided as part of any SIP services. A DPA is a legal requirement under UK data protection law.
Service Delivery Terms
- Service Provision: OLYS Telecom Ltd provides services from the contract start date and uses reasonable efforts to meet service levels as per the OLYS Telecom Ltd SLA (Clause 2.1). Equipment is delivered according to the contract, with ownership passing to you upon payment (Clauses 3.1, 3.3).
- Usage Compliance: You agree to use the services per the OLYS Telecom Ltd AUP, obtain necessary permissions, licenses, waivers, consents, registrations, and approvals, and provide a safe working environment at your site (Clauses 4.1, 5.1, 5.3).
Commercial Terms
- Payment Terms: Services are paid monthly in advance, except for variable usage charges, which are payable monthly in arrears. Equipment purchases are paid on the contract start date (Clause 6.1).
- Rate Card Changes: OLYS Telecom Ltd will give at least 4 weeks’ notice for any rate card changes (Clause 2.3).
- Payment Conditions: Payments are due within 30 days, to be made by direct debit or, with an admin charge, by bank transfer. Late payments incur interest at 8% above the Bank of England base rate (Clauses 6.2, 6.3, 6.6).
- Dispute Resolution: Disputes over charges must be raised within 30 days of the invoice date (Clause 6.5).
- Bespoke Pricing: Any bespoke pricing continues until the end of the minimum commitment period, after which standard rates apply (Clause 6.7).
Contract Duration and Termination Terms
- Commitment Period: The contract has a minimum commitment period. After this period, either party may terminate the contract with the specified notice period. The lengths of these periods are specified in the contract (Clause 10.1). Early termination incurs a charge of all fixed charges plus 60% of any variable usage charges that would have been paid until the end of the minimum commitment period (Clauses 10.2, 11.1).
- Termination for Breach: Either party may terminate the contract if the other party is in material breach and fails to remedy the breach within 14 days (or 7 days for non-payment). The contract may also be terminated if either party is subject to insolvency, has provided false information, or is suspected of fraud or criminal activity (Clause 10.3).
Legal Terms
- Warranties: OLYS Telecom Ltd warrants that services comply with applicable laws and do not infringe third-party IP (Clauses 8.2, 8.3). You warrant that your use of the services does not infringe any laws or third-party IP (Clause 8.4).
- Liability: Except for liabilities that cannot be excluded (e.g., death, personal injury, fraud), liability is capped at the contract value or £2,000, whichever is higher. Neither party is liable for indirect or consequential losses (Clauses 9.2, 9.3).
- IP Rights: OLYS Telecom Ltd grants a non-exclusive, non-transferable license for any software provided. OLYS Telecom Ltd retains ownership or licensing rights for all IP, including domain names, Internet addresses, PSTN numbers, passwords, and usernames (Clauses 12.2, 12.5).
- Confidentiality: Both parties agree to keep confidential any information provided and ensure their employees, agents, and subcontractors adhere to similar obligations. These obligations continue post-contract (Clause 13).
- Force Majeure: Neither party is liable for breaches caused by events beyond reasonable control. If such events persist for over 90 days, either party may terminate the contract (Clause 14).
- Dispute Resolution: Disputes are initially referred to representatives of both parties, then to CEOs/MDs if unresolved within 30 days. If still unresolved, disputes are referred to the CEDR ADR Service (Clause 15).
- Governing Law: The contract is governed by English law, with jurisdiction agreed to be with the English courts.
Schedules 1 – 4 (Any SIP Services)
- Service Descriptions: Each schedule details the specific service, including restrictions, licensing, or other requirements.
- DPA Compliance: Both parties must comply with their obligations under the DPA.
- Termination Rights: Additional termination rights are specified due to the dependence on suppliers for each service.