1.          Definitions

 

1.1         “Agreement” means this agreement made between incovo and the Customer, including all documents expressly incorporated 

           herein.

1.2         “BABT” means British Approval Board for Telecommunications.

1.3         “Bring into Service Date” means the date on which the System is first brought into use by the customer or, in the event of

          delays attributable to the customer, the date from which the System can be used by the customer if such delays had not

          occurred.

1.4         “BSI” means British Standards Institution.

1.5         “Contract Value” means that sum so named in this agreement together with any additions thereto or deductions there from

          agreed in writing in accordance with this agreement.

1.6         “Customer” means the party with whom incovo has contracted to provide the system and services detailed herein and is

          defined on the front of this agreement.

1.7         “Documentation” means one copy of the Manufacturers Standard User and Operator Handbook(s) together with any other

          documentation specifically denoted in this agreement.

1.8         “Network Operator” means a public or private telecommunications operator providing a telecommunications network or circuit

          regulated by statutory licence.

1.9         “Ready for Service Date” means the date upon which the system has passed incovo standard installation tests and incovo

          has informed the Customer that the System is available for Pre-Connection Inspection.

1.10       “incovo” means incovo Ltd.

1.11       “Site” means the place defined in this agreement to which incovo will deliver the System and where required by this

          agreement will undertake Installation and commissioning of the System.

1.12       “Software” means all operation systems and other programs of a machine readable form that are necessary for the System to

          operate in compliance with the performance parameters defined in this agreement and excluding all source material including

          but not limited to source code listings, object code listings, flow charts and assembler instructions.

1.13       “System” means all System hardware, software, documentation and services specified in this agreement to be provided by

          incovo to the customer.

 

2.          Extent of Agreement

 

2.1         This agreement shell constitute the complete agreement between incovo and the customer and any other terms, conditions,

          performance criteria, guarantees or prior representations whatsoever shall be of no effect unless expressly incorporated    

          herein.   No variation of the conditions on this Agreement shall have effect unless expressly accepted in writing by a

          duly authorised officer of incovo.

2.2         The customer shall not rely upon any warranty (other than stated under Condition 13 hereof) or technical statements

          concerning the System which is to be supplied under this Agreement except where such statements have been confirmed in

          writing and signed by a duly authorised officer of incovo and expressly incorporated herein. Incovo reserves the right to

          change the specifications and parameters of the System to be supplied insofar as such changes do not materially affect the

          operational performance of the System.

 

3.          incovo’s obligations

 

3.1         incovo shall be responsible for the following:

 

             (a)   Technical Information, to obtain, where there is a statutory requirement for incovo to do so, technical approval from the

         designated regulatory authority for the System to be supplied and installed in accordance with the terms of this agreement

         except those items which are specified by the customer for which incovo has disclaimed such responsibility in writing.

             (b)  To supply, install and commission the System detailed in this agreement.

(c)     To fulfil the warranty obligations defined herein.

(d)   To enter, at incovo’s discretion, into a maintenance agreement with the customer upon the current incovo’s terms and conditions for provision of maintenance services and at the rates then prevailing.

4.          Customers obligations

4.1         incovo will at all times endeavour to liaise with and advise the customer on all aspects of the installation program. The customer however, is responsible for undertaking and bearing the cost of the following unless otherwise agreed in writing by a duly authorised officer of incovo:

(a)   Technical information

The customer is responsible for supplying incovo when required with all necessary technical information regarding the site at which the System is to be installed and the customers operating requirements.

(b)     Preparation of the site

Before delivery is due to take place the customer shall prepare the site in accordance with the specifications stipulated by incovo and the network operator, and any extra costs incurred as a result of failure to do so, including storage costs, shall be paid to incovo by the customer.

(c)     Provision of facilities

The customer will provide at its own expense scaffolding, unskilled labour, lifting gear, builders work, electric power, heating, lighting and ventilation, and where electrical supplies are required they shall be clean and stable and will be provided and maintained by the customer at its own expense. Any cutting away and making good of floors, ceilings, ceiling tiles and panels, trenching, back filling, the supply and erection of poles and the provision of trunking or ducting shall not be supplied by incovo unless expressly agreed in writing.

(d)     Access

The customer shall provide incovo and incovos authorised contractors with access to the site at all reasonable times.

(e)     Wayleaves/approvals

The customer shall obtain and pay for all necessary wayleaves and secure the approval of appropriate planning and other authorities as required.

(f)      Connection approval

Although incovo will be responsible for securing BABT/BSI approval of the design of the system, the customer shall obtain the network operators consent for connection of an approved System to the relevant networks (if required). It is the customers responsibility to arrange for such connection to be made together with the provision of any test lines as may be required and to pay any connection and PCI charge, and to comply with any conditions relating to the connection. Installation of the system under this agreement does not include any such connection. No liability shall attach to incovo if the network operator denies or withdraws connection facilities to an approved system.

(g)     Other attachments

Any other attachments to the system that are made by the customer shall be at the customers risk and the customer shall be responsible for ensuring that they are suitable for use with the system and comply with the network operators regulations. The customer shall not make attachments which diminish performance or the reliability of the system.

(h)     Self-provision licence (SPL) and the Telecommunications services licence (TSL)

The customer is responsible for ensuring that the system will be used only in accordance with the terms and conditions of the self-provision licence or the telecommunications services licence, as appropriate, and as issued (from time to time) by the Secretary of State for Trade and Industry (or any special licence obtained by the customer) and that only such private circuits are connected to the system as are permitted by such licence to be so connected.

Where the provision of block or extension wiring is not included under this agreement the customer shall be responsible for ensuring that it is or is brought up to relevant BSI standards at its own expense and shall pay the cost of any acceptance tests carried out by incovo in respect of it.

5.          Variations

Changes to the technical specification and configuration of the system requested by the customer prior to delivery will only be effective if accepted in writing by a duly authorised officer of incovo and expressly incorporated into the terms of this agreement and their implementation will be subject to full agreement in writing having been reached on any consequential adjustment to the contract value and target dates.

6.          Contract value

6.1         The contract value shall, unless otherwise specified in this agreement, be inclusive of:

(a)   Packaging and delivery of the system to the site.

(b)   Block wiring to the extent specified in this agreement.

(c)   Installation where this forms part of this agreement.

(d)         Training, to the extent specified in this agreement.

(e)         One set of documentation.

6.2         The contract value shall, unless otherwise specified in this agreement be exclusive of:

(a)   Value Added Tax or other government imposts.

(b)   All items denoted as customers obligations in condition 4 of these conditions.

7.          Payment

7.1         Where incovo is installing the system, payment of the contract value shall be due and payable without deduction, set off or counterclaim as follows:

7.1.1       70% of the contract value on commencement of delivery of the system to the site; and

7.1.2       30% of the contract value upon completion.

7.2         Where incovo is not installing the system, payment of the contract value shall be due and payable without deduction, set off or counterclaim in full upon delivery of the system to the site.

7.3         In the event that the customer is unable to take delivery of the system upon the agreed delivery date, incovo reserves the right to deliver the system into incovos stores and the customer shall be immediately liable to pay to incovo the contract value of the system (or the portion of it so delivered) as though delivery has been made to site.

7.4         Incovo shall also be entitled to recover any reasonable additional costs incurred as a result of the customers delay. Payments shall be made within Thirty (30) days of the date of incovos invoice and payment shall not be prevented by minor defects which do not materially affect operational use, but incovo shall remedy such minor defects within a reasonable time where it is incovos responsibility to do so.

7.5         Where payments are not received within Thirty (30) days of the date of incovos invoice incovo reserves the right to :

7.5.1       Suspend deliveries on this and any other order held with the customer, its parent company, subsidiaries or associates. And/or

7.5.2       Recover such sums by deduction of monies otherwise due by incovo to the customer, its parent company, subsidiaries or associates. And/or

7.5.3       Charge interest at the statutory interest rate specified in the late payment of commercial debts (interest) Act and amendments thereto per month or part thereof on the unpaid sum for that period the sum remained properly due. And/or

7.5.4       Enter onto the customers premises and recover the system delivered or installed. In such an event incovo shall return any sums previously paid less sums reasonably incurred by it in the delivery, installation and recovery of the system, including depreciation in the systems subsequent resale value.

8.          System and installation specification

8.1         The system and installation specification shall be that which has been agreed upon in writing and expressly incorporated into this agreement and any prior representations be they written or verbal shall be of no effect unless expressly incorporated herein. Where no such specification is detailed in this agreement the system and installation details in incovos quotation shall apply.

8.2         The illustrations and engravings in incovos catalogue and data sheets are intended to display the general features of the system and the information contained in such publications shall not form part of this agreement.

8.3         All drawings, sketches and information provided by the customer in relation to wiring and installation are contractual documents upon which incovo has placed reliance. Any changes, errors or omissions to such drawings, sketches or information shall form a change to this agreement with regards to which incovo reserves the right to make additional charges, amend timescales or offer an alternative system, whichever is appropriate and suitable.

9.                    Risk and title

9.1         Risk in the system shall pass from incovo to the customer upon delivery to the site (or, in the event of instalment delivery to the site, risk shall pass as and when each instalment is delivered to the site) and the customer shall indemnify incovo against all risks in respect of the same and accept full responsibility to provide insurance cover at full replacement value.

9.2         For the purpose of this condition the term system includes any item leased by incovo for demonstration purposes.

9.3         Risk in all other equipment, such as tools and plant taken onto the customers site by incovo for the purpose of this agreement, shall pass to the customer when brought onto the site by incovo (or its agents or sub-contractors) until such equipment is removed from the site except in so far as any damage to such equipment is due to any act of negligence on the part of incovo.

9.4         Title to system hardware shall pass to the customer only when incovo has received full payment for the system hardware. However, title to system software and the media on which it is embodied and copyright and other intellectual and industrial property rights in system software and in all data and information embodied in system hardware shall at all times remain with incovo and its licensors.

10.                 Delivery

10.1              The contract value includes packaging and delivery to the site nominated by the customer in this agreement by any means at incovo’s disposal.