| Terms and conditions |
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Terms & Conditions IP Solutions UK Limited This is dated: 05/12/2011 1. INTERPRETATION In this Contract: "Adequate usage" / "Inactive" means there must be a reasonable level of genuine and regular, outbound call usage. A handset must make an average of at least 10 minutes per month of outbound calls (or SMS/GPRS usage of equivalent value, i.e. £1+) over a rolling three month period, to be considered "active" at the time it is assessed. "Contract" means these Terms and either: (1) where the Goods and/or Services are provided under a Management Contract, the Management Contract; or (2) where the Goods and/or Services provided under a Purchase Order and the acceptance of it by IPS, and any other terms specifically agreed by IPS and the Customer (such terms to be detailed in writing). "Customer" means the person(s), firm or company with whom IPS makes this Contract as identified in the Purchase Order or the Management Contract as the case may be. "Customer's Equipment" means any equipment, systems, cabling or facilities provided by the Customer and used directly or indirectly in the supply of the Goods and/or Services. "Deliverables" means all documents, products and materials developed by IPS or the Solutions Partner or its agents, subcontractors, consultants and employees in relation to Goods and/or Services in any form, including computer programs, data, reports and specifications (including drafts). "Delivery Point" means the place where delivery of the Goods is to take place under condition 6. "Goods" means any goods (including any part or parts of them) agreed in the Contract to be supplied by IPS to the Customer. "Group" means, in relation to a company, that company, any company of which it is a Subsidiary (its holding company) and any other Subsidiary of such holding company; and each company in a group is a member of the group. Unless the context requires otherwise, the application of the definition of Group to any company at any time shall apply to the company as it is at that time. "Intellectual Property Rights" means all patents, rights to inventions, utility models, copyright and related rights, trade marks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database rights, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world. "IPS" means IP Solutions UK Limited whose registered office is at 18 Hand Court, London, UK, WC1V 6JF and whose registered company number is 4213760. "IPS's Equipment" means any equipment, including tools, systems, cabling or facilities, provided by IPS or its subcontractors and used directly or indirectly in the supply of the Goods and/or Services which are not the subject of a separate agreement between the parties under which title passes to the Customer. "Management Contract" means the IP Solutions Communications Management Contract prepared by IPS for the Customer governing the provision of Services by IPS to the Customer. "Minimum Term" means the minimum term of the Contract. "Pre-existing Materials" means all documents, information and materials provided by IPS relating to the Goods and/or Services which existed prior to the commencement of the Contract including computer programs, data, reports and specifications. "Proposal" means the written proposal prepared by IPS for the Customer for the provision of any combination of Goods and Services including (without limitation) internet services, voice services, managed hosting services, consultancy services and/or mobile services following a telecommunications audit and/or management review by IPS for the benefit of the Customer. "Purchase Order" means the form prepared by IPS in respect of a request for the Goods and/or Services. "Services" means the Services to be provided by IPS under the Contract, including Reseller Services and/or any services provided under the Management Contract, and including the Goods used in performing the Services. "Solutions Partner" means the third party selected by IPS to enable IPS to perform the Services or to supply the Goods. "Subsidiary" means in relation to a company (a holding company) means a subsidiary (as defined in section 1159 of the Companies Act 2006) and any other company which is a subsidiary (as so defined) of a company which is itself a subsidiary of such holding company. "Terms" means these Terms and Conditions. "VAT" means value added tax chargeable under English law for the time being and any similar additional tax.
2 APPLICATION OF TERMS 2.1 These Terms shall: 2.1.1 apply to and be incorporated into the Contract; and 2.1.2 prevail over any inconsistent terms or conditions contained, or referred to, in the Purchase Order, the Management Contract, the Proposal or any document supplied by the Customer, or implied by law, trade custom, practice or course of dealing. 2.2 The Purchase Order, or the Customer's acceptance of a quotation for Services by IPS, constitutes an offer by the Customer to purchase the Services on these Terms. No offer placed by the Customer shall be accepted by IPS other than: 2.2.1 by a Purchase Order countersigned by IPS; or 2.2.2 (if earlier) by IPS starting to provide the Services or supply the Goods, when a contract for the supply and purchase of the Goods and/or Services on these Terms will be established. The Customer's standard terms and conditions (if any) attached to, enclosed with or referred to in any purchase order or other document shall not govern the Contract which shall be governed by the Terms in all dealings between the parties without limitation. 2.3 Quotations are given by IPS on the basis that no Contract shall come into existence except in accordance with condition 2.2. Any quotation is valid for a period of 30 days from its date, provided that the IPS has not previously withdrawn it.
3. TERM 3.1 The Minimum Term is the term stated in the Purchase Order or the Management Contract. 3.2 If the Customer terminates the Contract during the Minimum Term the Customer shall pay to IPS an amount equal to the balance of payments that would otherwise have been due from the Customer for the remainder of the Minimum Term.
4. PROVISION OF THE SERVICES 4.1 IPS agrees to:- 4.1.1 provide the Customer with the Services on the conditions of the Contract; 4.1.2 exercise reasonable care and skill in providing the Services; 4.1.3 use its reasonable endeavors to provide the Services and deliver the Deliverables to the customer, in accordance in all material respects with the Proposal by the date agreed with the Customer in accordance with the Purchase Order; 4.1.4 comply with all laws and regulations enforceable at law relevant to the provision of the Services. 4.2 IPS may:- 4.2.1 for operational reasons, change the technical specification of the Services provided that any such changes do not have a materially adverse effect on the performance or provision of the Services; or 4.2.2 suspend the Services for operational reasons (such as maintenance or service upgrades) or because of matters outside of its control and within the control and/or ambit of the Solutions Partner. In the event IPS has to suspend the Services or change the technical specifications IPS shall give the Customer as much notice as is reasonably possible. 4.2.3 IPS may, from time to time and without notice, change the Services in order to comply with any applicable safety or statutory requirements, provided that such changes do not materially affect the nature, scope of, or the charges for the Services. If IPS requests a change to the scope of the Services for any other reason, the Customer shall not unreasonably withhold or delay consent to it. 4.2.4 IPS determines the hardware package based on adequate usage of the mobile connections over the life of the contract term. To protect our ability to offer a competitive mobile package, we reserve the right to claw back the cost of any hardware given at a discounted rate or free of charge, where voice calls do not represent adequate business usage. We refer to these types of connections as "inactive" 4.2.5 Requests for replacement SIMs are chargeable; expect where there are grounds not to charge. The circumstances where a SIM can be provided free are (a) where a SIM is found to be faulty as part of a diagnostic or (b) where the customer's handset has been stolen.
5. Goods 5.1 The quantity and description of the Goods shall be as set out in the Purchase Order. 5.2 All samples, drawings, descriptive matter, specifications and advertising issued by IPS and any descriptions or illustrations contained in IPS's catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the Goods described in them. They shall not form part of the Contract and this is not a sale by sample.
6 Delivery of Goods 6.1 Unless otherwise agreed in writing by IPS, delivery of the Goods shall take place at IPS's place of business. 6.2 The Customer shall take delivery of the Goods within 14 days of IPS giving it notice that the Goods are ready for delivery. 6.3 Any dates specified by IPS for delivery of the Goods are intended to be an estimate and time for delivery shall not be made of the essence by notice. If no dates are so specified, delivery shall be within a reasonable time. 6.4 Subject to the other provisions of these Terms IPS shall not be liable for any direct, indirect or consequential loss (all three of which terms include, without limitation, pure economic loss, loss of profits, loss of business, depletion of goodwill and similar loss), costs, damages, charges or expenses caused directly or indirectly by any delay in the delivery of the Goods (even if caused by IPS's negligence), nor shall any delay entitle the Customer to terminate or rescind the Contract unless such delay exceeds 180 days. 6.5 If for any reason the Customer fails to accept delivery of any of the Goods when they are ready for delivery, or IPS is unable to deliver the Goods on time because the Customer has not provided appropriate instructions, documents, licences or authorisations: 6.5.1 risk in the Goods shall pass to the Customer (including for loss or damage caused by IPS's negligence); 6.5.2 the Goods shall be deemed to have been delivered; and 6.5.3 IPS may store the Goods until delivery, whereupon the Customer shall be liable for all related costs and expenses (including, without limitation, storage and insurance). 6.6 The Customer shall provide at the Delivery Point and at its expense adequate and appropriate equipment and manual labour for loading the Goods. 6.7 IPS may deliver the Goods by separate instalments. Each separate instalment shall be invoiced and paid for in accordance with the provisions of the Contract. 6.8 Each instalment shall be a separate Contract and no cancellation or termination of any one Contract relating to an instalment shall entitle the Customer to repudiate or cancel any other Contract or instalment.
7 NON-DELIVERY OF GOOS 7.1 The quantity of any consignment of Goods as recorded by IPS on despatch from IPS's place of business shall be conclusive evidence of the quantity received by the Customer on delivery unless the Customer can provide conclusive evidence proving the contrary. 7.2 IPS shall not be liable for any non-delivery of Goods (even if caused by IPS's negligence) unless the Customer gives written notice to IPS of the non-delivery within 7 days of the date when the Goods would in the ordinary course of events have been received. 7.3 Any liability of IPS for non-delivery of the Goods shall be limited to replacing the Goods within a reasonable time or issuing a credit note at the pro rata Contract rate against any invoice raised for such Goods.
8 RISK / TITLE IN THE GOODS 8.1 The Goods are at the risk of the Customer from the time of delivery. 8.2 Ownership of the Goods shall not pass to the Customer until IPS has received in full (in cash or cleared funds) all sums due to it in respect of: (a) the Goods; and (b) all other sums which are or which become due to IPS from the Customer on any account 8.3 Until ownership of the Goods has passed to the Customer, the Customer shall: (a) hold the Goods on a fiduciary basis as IPS's bailee; (b) store the Goods (at no cost to IPS) separately from all other goods of the Customer or any third party in such a way that they remain readily identifiable as IPS's property; (c) not destroy, deface or obscure any identifying mark or packaging on or relating to the Goods; and (d) maintain the Goods in satisfactory condition and keep them insured on IPS's behalf for their full price against all risks to the reasonable satisfaction of IPS. On request the Customer shall produce the policy of insurance to IPS. 8.4 IPS shall be entitled to recover payment for the Goods notwithstanding that ownership of any of the Goods has not passed from IPS. 8.5 The Customer grants IPS, its agents and employees an irrevocable licence at any time to enter any premises where the Goods are or may be stored in order to inspect them, or, where the Customer's right to possession has terminated, to recover them. 8.6 Where IPS is unable to determine whether any Goods are the goods in respect of which the Customer's right to possession has terminated, the Customer shall be deemed to have sold all goods of the kind sold by IPS to the Customer in the order in which they were invoiced to the Customer.
9 Quality of Goods 9.1 IPS shall endeavour to transfer to the Customer the benefit of any warranty or guarantee given to IPS. 9.2 IPS warrants that (subject to the other provisions of these conditions) on delivery, and for a period of 12 months from the date of delivery, the Goods shall be of satisfactory quality within the meaning of the Sale of Goods Act 1979; 9.3 IPS shall not be liable for a breach of the warranty in 9.2 unless: 9.3.1 the Customer gives written notice of the defect to IPS within 14 days of the time when the Customer discovers or ought to have discovered the defect; and 9.3.2 IPS is given a reasonable opportunity after receiving the notice of examining such Goods and the Customer (if asked to do so by IPS) returns such Goods to IPS's place of business at IPS's cost for the examination to take place there. 9.4 IPS shall not be liable for a breach of the warranty in 9.2 if: 9.4.1 the Customer makes any further use of such Goods after giving such notice; or 9.4.2 the defect arises because the Customer failed to follow IPS's oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Goods or (if there are none) good trade practice; or 9.4.3 the Customer alters or repairs such Goods without the written consent of IPS. 9.5 Subject to condition 9.3 and condition 9.4, if any of the Goods do not conform with the warranty in condition 9.2 IPS shall at its option repair or replace such Goods (or the defective part) or refund the price of such Goods at the pro rata Contract rate provided that, if IPS so requests, the Customer shall, at IPS's expense, return the Goods or the part of such Goods which is defective to IPS. 9.6 If IPS complies with condition 9.5 it shall have no further liability for a breach of the warranty in condition 9.2 in respect of such Goods. 9.7 Ownership of Goods replaced by IPS in accordance with condition 9.5 shall pass immediately to IPS and any repaired or replacement Goods shall be guaranteed on these terms for the unexpired portion of the 12 month period.
10 TERMINATION 10.1 Without prejudice to any other rights or remedies which the parties may have, IPS may terminate the Contract without liability to the Customer immediately on giving notice to the Customer if: 10.1.1 the Customer fails to pay any amount due under the Contract on the due date for payment and remains in default not less than seven days after being notified in writing to make such payment; or 10.1.2 the Customer commits a material breach of any of the terms of the Contract and (if such a breach is remediable) fails to remedy that breach within 30 days of it being notified in writing of the breach; or 10.1.3 the Customer suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts; or 10.1.4 the Customer commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors; or 10.1.5 a petition is filed, a notice is given, a resolution is passed, or an order is made, for or on connection with the winding up of the Customer; or 10.1.6 an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the Customer; or 10.1.7 a floating charge holder over the assets of the Customer has become entitled to appoint or has appointed an administrative receiver; or 10.1.8 a person becomes entitled to appoint a receiver over the assets of the Customer or a receiver is appointed over the assets of the Customer; or 10.1.9 a creditor or encumbrancer of the Customer attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days; or 10.1.10 any event occurs, or proceeding is taken, with respect to the Customer in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in condition 10.1.3 to condition 10.1.9 inclusive; or 10.1.11 the Customer suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of its business; or 10.1.12 there is a change of control of the Customer (as defined in section 574 of the Capital Allowances Act 2001); or 10.1.13 the Customer encumbers or in any way charges any of the Goods. 10.2 On termination of the Contract for any reason: 10.2.1 the Customer shall immediately pay to IPS an amount equal to any outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, IPS may submit an invoice, which shall be payable immediately on receipt; 10.2.2 the Customer shall immediately return all of IPS's Equipment, Pre-existing Materials and Deliverables. If the Customer fails to do so, then IPS may enter the Customer's premises and take possession of them. Until they have been returned or repossessed, the Customer shall be solely responsible for their safe keeping; and 10.2.3 the accrued rights and liabilities of the parties as at termination and the continuation of any provision expressly stated to survive or implicitly surviving termination, shall not be affected. 10.3 On termination of this Contract under this paragraph 10, IPS shall immediately disable any network connections made by IPS between the Customer and the Solutions Partner. 10.4 The Contract may be terminated by IPS at any time by giving the Customer 3 (three) months' written notice. 10.5 The Contract may only be terminated by the Customer after the end of the Minimum Term by giving IPS 12 (twelve) months' notice. 10.6 In the event of termination of this Contract by the Customer under this paragraph 10, the Customer shall be liable for all reasonable costs of IPS in disabling the connection with the Solutions Partner. 10.7 On termination of the Contract (however arising), conditions 10, 11, 12, 14 and 20 shall survive and continue in full force and effect and IPS's (but not the Customer's) rights contained in condition 8 shall remain in full force and effect.
11. INTELLECTUAL PROPERTY RIGHTS 11.1 As between the Customer and IPS, all Intellectual Property Rights and all other rights in the Deliverables and the Pre-existing Materials shall be owned by IPS. Subject to condition 11.2, IPS licenses all such rights to the Customer free of charge and on a non-exclusive, worldwide basis to such extent as is necessary to enable the Customer to make reasonable use of the Goods, Deliverables and/or the Services. If the Contract terminates, this licence shall automatically terminate. 11.2 The Customer acknowledges that where IPS does not own the Intellectual Property Rights and/or any other rights in the Goods, Deliverables and/or any Pre-existing Materials, the Customer's use of rights is conditional on IPS obtaining a written licence (or sub-licence) from the relevant licensor or licensors on such terms as will entitle IPS to license such rights to the Customer. Any charges in respect of obtaining such licence (or sub-licence) shall be included within IPS's charges for the Service payable under paragraph 13. 11.3 The Customer must not, without the prior written consent of IPS, copy, de-compile or modify any software, nor copy any manuals or documentation (including the Pre-Existing Materials and the Deliverables) supplied to the Customer by IPS. 11.4 Nothing in this Contract shall entitle either party to use the other party's name, logo or trademark without the prior written consent of the other. 11.5 Subject to Condition 11.1, nothing in this Contract shall entitle the Customer to use any intellectual property in connection with the Goods or Services without the prior written consent of IPS.
12. CONFIDENTIALITY 12.1 Each party shall keep in confidence any information relating to the other party (whether written or oral howsoever stored) of a confidential nature (including software and where relevant manuals) obtained under or in connection with this Contract and shall not without written consent (such consent not to be unreasonably withheld or delayed) of the other party disclose that information to any person other than:- 12.1.1 their employees or professional advisers; 12.1.2 the employees of a Group company who need to know the information in order to fulfil the party's obligations under this Contract or in order to provide or receive the Services. 12.2 The Customer shall keep in strict confidence any information (whether written or oral and howsoever stored) relating to the Services. The Customer shall restrict disclosure of such confidential material to such of its employees, agents or sub-contractors as need to know the same for the purpose of discharging the Customer's obligations to IPS, and shall ensure that such employees, agents or sub-contractors are subject to obligations of confidentiality corresponding to those which bind the Customer. 12.3 This paragraph 12 shall not apply to:- 12.3.1 any information which is in the public domain other than through a breach of this Contract; 12.3.2 information lawfully in the possession of the recipient before the disclosure under this Contract took place; 12.4.1 information obtained from a third party who is free to disclose it; and 12.4.2 information which a party is requested to disclose and, if it did not, would be required by law to do so.
13. PAYMENT 13.1 The Customer shall pay the charges for the Goods and/or the Services as set out in the Purchase Order or the Management Contract. 13.2 Payment for the Goods and/or Services shall be made as stated in the Purchase Order or the Management Contract. In the absence of any agreed payment terms, payment shall be made by the Customer to IPS within 30 days of the invoice date. 13.3 All charges are exclusive of VAT, an amount for which at the appropriate rate will be added to the Customer's invoice. 13.4 Time for payment shall be of the essence. 13.5 All payments payable to IPS under the Contract shall become due immediately upon termination of this Contract. 13.6 If the Customer fails to pay IPS any sum due pursuant to the Contract the Customer shall be liable to pay interest to IPS on such sum from the due date for payment at the annual rate of 2% above the base lending rate from time to time of Barclays Bank plc, accruing on a daily basis until payment is made, whether before or after any judgment. IPS reserves the right to claim interest under the Late Payment of Commercial Debts (Interest) Act 1998.
14. Limitation of liability - THE CUSTOMER'S ATTENTION IS PARTICULARLY DRAWN TO THIS CONDITION 14.1 This condition 14 sets out the entire financial liability of IPS (including any liability for the acts or omissions of its employees, agents, consultants, and subcontractors) to the Customer in respect of: 14.1.1 any breach of the Contract; 14.1.2 any use made by the Customer of the Goods, the Services, the Pre-existing Materials, the Deliverables or any part of them; and 14.1.3 any representation, statement or tortious act or omission (including negligence) arising under or in connection with the Contract. 14.2 Save where expressly set out otherwise, all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract. 14.3 Nothing in these Terms limits or excludes the liability of IPS: 14.3.1 for death or personal injury resulting from negligence; or 14.3.2 for any damage or liability incurred by the Customer as a result of fraud or fraudulent misrepresentation by IPS. 14.4 IPS's total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise arising in connection with the performance, or contemplated performance, of the Contract shall be limited to the price actually paid for the Goods and/or Services. 14.5 Subject to conditions 14.3 and 14.4 IPS shall not be liable for loss of profits, loss of business, depletion of goodwill and/or similar losses, loss of anticipated savings, loss of goods, loss of contract, loss of use, loss or corruption of data or information, any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses.
15 Variation 15.1 No variation of the Contract or these Terms or of any of the documents referred to in them shall be valid unless it is in writing and signed by or on behalf of the Customer and a director of IPS.
16 GENERAL 16.1 Each right or remedy of IPS under this Contract is without prejudice to any other right or remedy of IPS whether under this Contract or not. 16.2 If any provision of the Contract (or part of any provision) is found by any court or other authority of competent jurisdiction to be invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed not to form part of the Contract, and the validity and enforceability of the other provisions of the Contract shall not be affected. 16.3 If a provision of the Contract (or part of any provision) is found illegal, invalid or unenforceable, the parties shall negotiate in good faith to amend such provision such that, as amended, it is legal, valid and enforceable and, to the greatest extent possible, achieves the parties' original commercial intention. 16.4 Failure or delay by IPS in enforcing or partially enforcing any provision of the Contract shall not be construed as a waiver of any of its rights under the Contract. 16.5 Any waiver by IPS of any breach of, or any default under, any provision of the Contract by the Customer shall not be deemed as a waiver of any subsequent breach or default and shall in no way effect the other terms of the Contract. 16.6 The Customer undertakes to indemnify and hold harmless IPS, its agents, the Solutions Partners and its respective assigns and licensees, from and against any actions, demands, proceedings, claims, costs (including without limitation legal costs), expenses, damages incurred or suffered by them as a result of a breach or threatened breach of this Contract by the Customer. 16.7 Each provision set out at paragraph 16.1 - 16.6 is to be construed as a separate provision so that if for any reason one or other of the provisions is held invalid, unreasonable or unenforceable in any circumstances and the other provision shall continue in force and effect notwithstanding termination of this Contract. 16.8 Unless expressly provided in this Contract, no term of this Contract is enforceable pursuant to the Contracts (Rights of Third Parties) Act 1999 by any person who is not a party to it. 16.9 To the extent that any provision of these Terms conflicts with any provisions in any other documentation provided to the Customer the Terms will prevail in all circumstances.
17. RESTRICTION ON ASSIGNMENT 17.1 The Customer shall not be entitled to assign any of its rights or obligations under the Contract without the prior written consent of IPS.
18. NOTICES 18.1 Any notice to be served on either party shall be in writing and delivered by hand or sent by prepaid post to the addressee at the following address:- To IPS: IP Solutions UK Limited, New Broad Street House, 35 New Broad Street, London, EC2M 1NH. To the Customer: the Customer's address shown on the Proposal or any address the Customer notifies to IPS in writing as an address to which invoices should be sent or, if the Customer is a Company, its registered office. 18.2 A notice or other communication required to be given under or in connection with the Contract shall not be validly served if sent by email.
19. FORCE MAJEURE IPS shall have no liability to the Customer under the Contract if it is prevented from, or delayed, in performing its obligations under the Contract or from carrying on its business by acts, events, omissions or accidents beyond its reasonable control, including (without limitation) strikes, lock-outs or other industrial disputes (whether involving the workforce of IPS or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors (including in particular the Solutions Partner).
20. GOVERNING LAW AND JURISDICTION 20.1 This Contract, and any dispute or claim arising out of or in connection with it or its subject matter, shall be governed by and construed in accordance with English Law. 20.2 The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of, or in connection with, the Contract or its subject matter. |