Use of the Office Services shall be governed by the Xinix Terms of Service (“TOS”),
available at https://www.xinix.co.uk/retail-terms-conditions
Special Terms & Notes
1. Service Commitment and Minimum Term Applicable to All Services
Your Products and Plans require a minimum service commitment period beginning on the Start Date and continuing for the number of months listed as the Initial Term indicated above. You hereby acknowledge and agree that You are purchasing the Products and Plans for at least the full Initial Term and any subsequent Renewal Terms, as applicable (collectively, the “Term”).
2. Automatic Renewal Applicable to All Services
This Agreement shall automatically renew for successive Renewal Terms as indicated above unless either Party delivers written notice of termination of this Agreement to the other Party at least thirty (30) days prior to the applicable termination date (with such termination date being the last day of the Initial or then-current Renewal Term), in which case the Agreement and all underlying Products and Plans shall terminate on the last day of such Initial or Renewal Term.
3. Price Revisions and Fee Changes Applicable to All Services
Upon written notice provided to You at least 60 days prior to the end of the Initial or then-current Renewal Term, Xinix may revise the price for Your VX-active plan for the immediately succeeding Renewal Term; provided, however, that the revised price shall in no event be greater than the then-current merchandised list price for the applicable Products and Plans, in the United Kingdom.
Upon at least 30 days prior written notice provided to You, Xinix may revise any of the following fees charged to You to the then-current fees generally charged to Xinix customers in the United Kingdom, including but not limited to any taxes, surcharges or assessments; any fees or amounts that are mandatory for Xinix or Customer; or any fees or amounts related to governmental, official, or legal/regulatory matters.
4. Additional Terms Applicable to All Services
You hereby agree to pay for the Products and Plans, and, if applicable, phones and equipment, in advance on the Payment Schedule and at the rates set forth above under “Summary of Service(s),” as may be revised from time to time in accordance with this Agreement.
The prices indicated above may not include taxes, fees or additional services You may select, which include but are not limited to, additional digital lines, international or toll-free usage, additional local numbers, and additional toll-free numbers. VAT varies by country of purchase and may be calculated based on full retail price or Xinix cost price, as determined by the tax law in the country of purchase.
5. Purchase of Additional Digital Lines for the Xinix active plan
This Section 6 applies only to Your active Plan, including without limitation any products or services You have purchased under Table 1(Products & Services) above (as may be amended in accordance with this Agreement).
Customer may, at any time, purchase additional digital lines, however, those additional digital lines may not be removed from Customer’s account and will form part of a new agreement.
6. Cancellation Policy or Termination of the VX-active Plan by Customer
This Section 7 applies only to Your active Plan, including without limitation products or services You have purchased under Table 1 above (as may be amended in accordance with this Agreement).
Termination of Your VX-active Plan by You within the First 30-Days.
If You were not a Xinix customer before execution of this Agreement, you may terminate this Agreement for convenience with written notice to Xinix at any time within the first thirty (30) days of the Initial Term, in which case You shall not owe any additional fees and shall be entitled to a pro-rata refund of any prepaid and unused fees.
You must return any phones, headsets and phone accessories purchased in accordance with the section entitled “Equipment” of the TOS. Termination of Your VX-active Plan will be considered a termination of all Plan Service.
Termination of Your active Plan by You after the First 30-Days.
If You terminate this Agreement on or after the thirty-first (31st) day but before expiration of the Initial, or then-current Renewal Term for any reason other than pursuant to the change of terms, conditions or rates as set forth below, You will owe Xinix all outstanding contractual amounts due for the remainder of the Initial, or then-current Renewal Term, for each digital line associated with Your active Plan, for each CC Contact Seat at the time of termination and hereby agree to pay any such amounts and authorize Xinix to charge Your credit card or invoice You, as applicable, for all such amounts. The collection of such fees is not a penalty, but rather a charge to compensate
Xinix for Your failure to satisfy the Initial or then-current Renewal Term, on which Your rate plan is based. Termination of Your active Plan will be considered a termination of all Products and Plans.
7. Cancellation, Termination or Suspension of the Products and Plans by Xinix
This Section 10 applies to Your active Plan including without limitation products or services You have purchased under Table 1 above (as may be amended in accordance with this Agreement).
Termination for Customer’s Material Breach
Xinix may interrupt or terminate Your Products and Plans (including without limitation your active Plan as applicable) without notice for any conduct by You that, in Xinix sole discretion, violates the TOS, or any terms and conditions applicable to this Agreement; provided that, Xinix will give You at least thirty (30) days to cure such breach before interrupting or terminating Your Service, (to the extent that Xinix reasonably determines that it is possible to cure such breach) in which case, all outstanding contractual Products and Plans amounts due for the remainder of the Initial or then-current Renewal Term shall be immediately due and You hereby agree to pay any such amounts and authorize Xinix to charge Your credit card or invoice You, as applicable, for all such amounts.
Termination Related to Bankruptcy
Either Party may terminate this Agreement with thirty (30) days’ advance written notice to the other Party in the event that (i) Customer or Xinix files a petition for bankruptcy or if a petition for bankruptcy is filed against Customer or Xinix and such petition is not dismissed within thirty (30) days after the effective filing date thereof, or (ii) a trustee or receiver is appointed over any of Customer’s or Xinix ’s relevant property. In the event that Xinix terminates this Agreement pursuant to and in accordance with the immediately preceding sentence, you shall not be liable for any outstanding contractual Products and Plans amounts due for the Initial; or then-current Renewal Term, subsequent to the effective date of the termination.
8. General Terms Applicable to All Services
This Agreement, any addenda or exhibits hereto, along with the Xinix Terms of Service (the “TOS”), available at https://www.xinix.co.uk.com/retail-terms-conditions represents the entire Agreement regarding the Products and Plans and supersedes and replaces all prior or contemporaneous negotiations, correspondence, writings or Agreements regarding the Products and Plans.
Capitalized terms not defined in this Agreement shall be used as defined in the TOS, as applicable. The section titles in this Agreement are for convenience only and have no legal or contractual effect.
Each person whose signature appears on this Agreement represents and warrants that he or she possesses the legal right, capacity, and ability, and has full power and authority, to execute and deliver this Agreement on behalf of the Party he or she purports to represent. The Customer represents and warrants that all corporate action necessary for the authorization, execution, and delivery of this Agreement, and to perform all of the obligations hereunder, has been taken. This Agreement is the binding obligation of the Customer, enforceable against the Customer in accordance with its terms. This Agreement will bind the successors, and assigns of both Customer and Xinix , and inure to the benefit of Customer and Xinix and their successors and assigns.
This Agreement may not be modified or amended except in a written amendment generated by Xinix and signed by both You and a duly authorized officer of Xinix . Neither Party shall be bound by any handwritten or “typed on” terms in addition to or different from those in this Agreement that may appear subsequently in the other Party’s form documents, purchase orders, quotations, acknowledgments, invoices, or other communications.
In no event shall any failure or delay by a Party to (i) assert any right, (ii) demand fulfilment or performance of any obligation, or (iii) avail itself of any remedy under this Agreement, in whole or in part, be deemed to be a waiver of any right or remedy under the Agreement on such occasion or any other occasion. All rights and remedies stated in the Agreement are cumulative and in addition to any other rights and remedies available under the Agreement, at law, or in equity.
For purposes of construing this Agreement, any ambiguities shall not be construed against either Party as based upon the source of the draftsmanship. If any provision of this Agreement is determined to be invalid, unlawful, illegal, void or unenforceable, in whole or in
part, then that provision or portion shall be construed in such a manner as to render the provision or portion enforceable and, to the extent possible, to reflect the Parties’ original intent and the other provision of this Agreement shall remain in full force and effect.
This Agreement will be deemed to have been entered into and will be construed and enforced in accordance with the laws of the United Kingdom as applied to contracts made and to be performed entirely within United Kingdom. Venue for all disputes arising from or relating to this Agreement shall be subject to the exclusive jurisdiction in London, England.
9. Assent and Agreement
You are required to indicate Your assent and agreement to this Agreement when You sign this Agreement and return it to Xinix. This Agreement shall become binding upon both Parties upon Customer’s execution and delivery of this Agreement to Xinix.
This Agreement and Your use of Xinix ’s Services are subject to the TOS. Xinix Office Services shall also be considered a Xinix “Service” as that term is used in the TOS.
If You choose to participate in Xinix ’s Lease Program, Your rental of any phones and related equipment shall be subject to the terms and conditions of the Xinix Phone Lease Program and Rental Agreement, available at https://www.xinix.co.uk/retail-terms-conditions/rental-agreement/. The Phone Lease Program is offered and available to United Kingdom businesses only. You must agree to an Initial Term of at least thirty six (36) months to be eligible to participate in the Phone Lease Program.
By signing below, the Customer hereby agrees to and accepts all of the terms and conditions of this Agreement, including but not limited to the Initial Term, Renewal Term, Payment Schedule, and the initial Products and Plans indicated in Table 1 and Table 2 of the section entitled “Summary of Products & Services” above.
