Introduction:
Clarus Networks Limited is a telecommunications company based in Scotland that offers connectivity solutions to various industries worldwide.
By accessing, browsing or using our services, you agree to be bound by these Terms and Conditions.
These Terms and Conditions (“Terms”) govern the use of our services.
Definitions:
“Agreement” means these Terms and the Quotation provided to the client.
“Clarus Networks Limited”, “we”, “us”, “our”, “the company” refers to Clarus Networks Limited, the telecommunications company that provides connectivity solutions.
“Client”, “you”, “your” refers to the person, company or organization that engages with our services.
“Goods” means any equipment or products that Clarus Networks Limited provides to the client.
“Intellectual Property” means all copyright, patents, database rights, registered and unregistered design rights, trade marks and service marks and applications for any of the foregoing, rights to inventions, business names and domain names, product names, rights in get up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in computer software (including object code and source code), semi-conductor topography rights, together with all trade secrets, discoveries, know-how, rights to confidence and other intellectual property rights in all parts of the world and for the full term thereof including all applications for, and rights to renew, same.
“Minimum Term” shall refer to the duration as specifically stipulated in either the quotation provided or within the product-specific terms and conditions. Any change or deviation from the stated term in either the quotation or the product-specific terms and conditions shall only be valid if it has been mutually agreed upon in writing by both parties.
“Services” means any connectivity solutions or managed services that Clarus Networks Limited provides to the client.
“Quotation” means the document that outlines the scope of work and the associated fees provided by Clarus Networks Limited to the client.
“Variations” means any changes or modifications made to the scope of work, services or goods provided by Clarus Networks Limited.
“Fault” means any failure or malfunction of the services or goods provided by Clarus Networks Limited.
1. Scope of Work:
1.1. Clarus Networks Limited agrees to provide the goods and services outlined in the quotation, and the scope of the work performed will be in accordance with the quotation provided.
1.2. Any variations to the scope of work must be agreed upon in writing by both parties.
1.3. If any issues or challenges arise during the course of the project that are outside the scope of work outlined in the original quotation, Clarus Networks Limited will work with the client to develop a plan to address these issues, and any additional fees or charges associated with this work will be agreed upon in writing by both parties. Clarus Networks Limited is not obliged to agree to any variation which is not included in the original quotation.
1.4. The client is responsible for ensuring that all necessary permissions and licenses have been obtained for the provision of goods and services.
2. Codes of Practice and Use of Services:
2.1. Clarus Networks Limited adheres to all relevant codes of practice and regulations governing the provision of telecommunications services.
2.2. The client agrees to comply with all relevant codes of practice and regulations governing the use of the services provided by Clarus Networks Limited.
2.3. The client shall use all goods and services provided by Clarus Networks in accordance with the company’s reasonable instructions and any acceptable use policy issued by the company from time to time.
2.4. The client shall not re-sell or sub-licence the goods or services received from the company.
3. Use of Customer Information:
3.1.Clarus Networks Limited will only use the customer’s information for the purpose of providing the goods and services outlined in the quotation and as required by law or any competent regulator.
3.2.The customer’s information will not be shared with third parties for any other purpose without the customer’s consent.
4. Paying for the Services
4.1. The customer agrees to pay all of the charges set out in the quotation. Unless the quotation provides otherwise, all charges are expressed exclusive of VAT and will be subject to VAT charged at the appropriate time.
4.2. The customer is responsible for all charges incurred as a result of use of the service.
4.3. The company reserves the right to issue the customer with an interim invoice if the customer has incurred a significant overage spend in Clarus Networks Limited’s reasonable opinion.
4.4. Rental charges are payable from commencement date prorated for the first month and billed monthly in advance.
4.5. Without prejudice to any of the company’s other remedies, if the customer’s account remains unpaid for a period of 30 days after the original due date for payment, the company reserves the right to demand payment of a security deposit before the services are reinstated.
4.6. Without prejudice to any of the company’s other remedies, if the customer’s account remains unpaid for a period of 35 days after the original due date for payment, the services will then be suspended and the customer’s account will be referred to a debt collection agency for recovery of any outstanding sums.
4.7. If the company is required to instruct their solicitors or other professional advisers to collect any outstanding sums on the customer’s account, the customer will be responsible for, and the company will look to the customer to meet, those costs that are incurred by the company in taking such action.
4.8. The company shall be entitled to charge interest at the rate of 3 percent a year above the base rate of the Bank of England in force from time to time in respect of the late payment of any sums due under the agreement, until paid in full.
4.9. Unless otherwise specified in the quotation, the company shall be entitled to increase the charges detailed in the quotation with effect from the end of the Minimum Term on giving 30 days’ written notice to the customer.
5. Warranty
5.1. Clarus Networks Limited warrants that the goods and services provided will be of satisfactory quality.
5.2. Any defects or issues with the goods or services provided by Clarus Networks Limited must be reported to the company in writing within 14 days of the issue arising.
5.3. If the defect or issue has been caused by, or is with goods or services provided solely by Clarus Networks Limited, the company will use reasonable endeavors to rectify the issue as soon as possible.
6. Confidentiality and Intellectual Property:
6.1. Clarus Networks Limited will treat all confidential information received from the client as strictly confidential and will not disclose this information to any third parties without the client’s express permission, except where required by law or by a competent regulator.
6.2. The client agrees to treat any confidential information received from Clarus Networks Limited as strictly confidential and will not disclose this information to any third parties without the company’s express permission, except where required by law or by a competent regulator.
6.3. Clarus Networks Limited and the client shall be entitled to disclose confidential information to each of their professional advisers solely for the purposes of taking advice on the provision or receipt of goods or services in terms of the agreement and provided those advisers are subject to duties of confidentiality.
6.4. Without prejudice to the client’s rights in its own materials, the client shall not acquire any rights to the intellectual property in the goods or services provided by Clarus Networks Limited and all intellectual property therein shall remain the property of the company. Nothing in the agreement shall operate to assign or transfer any intellectual property to the client.
7. Liability
7.1. Clarus Networks Limited will not be liable for any indirect or consequential loss or damage arising out of or in connection with the provision of goods or services.
7.2. The liability of Clarus Networks Limited in respect of any claim for loss or damage suffered by the client as a result of the provision of goods or services will be limited to the total amount paid by the client for those goods or services in the period of 12 months immediately preceding the date on which any such loss or damage is incurred.
7.3. Clarus Networks Limited will not be liable for any loss or damage arising as a result of the client’s failure to comply with any codes of practice or regulations governing the use of the services provided.
7.4. The client will indemnify and keep indemnified Clarus Networks Limited against any claims, demands, proceedings or losses arising from the client’s use of the goods or services provided.
7.5. Risk in any goods hired to the client under the agreement shall pass to the client on delivery.
8. Termination:
8.1. Either party may terminate the agreement at any time by giving not less than 30 days’ written notice to the other party.
8.2. The client may terminate the agreement at any time during the Minimum Term by paying the total of all outstanding charges for the remainder of the Minimum Term.
8.3. Clarus Networks Limited may terminate the agreement at any time during the Minimum Term if the client is in material breach of the agreement and fails to remedy such breach within 14 days of receiving written notice of the breach from the company.
8.4. Upon termination of the agreement, the client will immediately cease to use the goods and services provided by Clarus Networks Limited. All goods hired by the client under the agreement shall be returned to the company in good condition on termination of the agreement and the client shall bear the costs of return shipping or delivery to Clarus Networks Limited. Risk in the goods shall remain with the client until returned to the company.
8.5. If the client terminates the agreement in terms of clause 8.1, the client shall not be entitled to a refund of any charges paid in advance for services not received as at the date of termination.
9. Airtime:
9.1.Airtime is subject to network coverage and may not be available in all areas.
9.2.The quality of airtime service provided may be affected by a number of factors outside the control of Clarus Networks Limited, including but not limited to atmospheric conditions, network coverage and signal strength.
9.3.Clarus Networks Limited will not be liable for any loss or damage arising as a result of the quality or availability of airtime service provided. Services provided by Clarus Networks Limited may not be available at all times in all locations and Clarus shall not be liable for any loss or damage to the client due to unavailability of the services.
10. General
10.1.The agreement constitutes the entire agreement between the parties and supersedes all prior agreements and understandings between the parties.
10.2.The agreement shall and governed by and construed in accordance with Scots law and any disputes arising out of or in connection with the agreement will be subject to the exclusive jurisdiction of the Scottish courts.
10.3.Neither party will be liable for any delay or failure to perform its obligations under the agreement (except in respect of payment) if such delay or failure is caused by events beyond its reasonable control, including but not limited to acts of God, war, riot, terrorism, fire, flood, pandemic or epidemic (“Force Majeure Event”). If a default arising from a Force Majeure Event continues for more than 30 days, the party not in default shall be entitled to terminate the agreement with immediate effect on giving written notice to the other party. Neither party shall have any liability to the other in respect of termination of the agreement due to a Force Majeure Event.
10.4.Any notice given under the agreement must be in writing and delivered by hand, email or post to the relevant party’s registered office or email address.
10.5.Any variation or amendment to the agreement shall be in writing and signed by or on behalf of the company and the client.
10.6.The agreement shall not confer any benefit or right on any third party who is not a party to the agreement save as expressly provided herein.
