- General Terms and Conditions
- Broadband Terms and Conditions
- Maintenance Terms and Conditions
- Mobile Contract Terms and Conditions
- WAN Terms and Conditions
BY ACCESSING THESE TERMS AND CONDITIONS YOU CONFIRM THAT YOU ARE AGREEING TO THEIR CONTENTS. IF YOU DO NOT ACCEPT OUR TERMS AND CONDITIONS, CONTACT US IMMEDIATELY.
PLEASE READ THESES TERMS AND CONDITIONS CAREFULLY AS THEY SET OUT THE AGREEMENT BETWEEN YOU (the Customer) AND US (the Company) AND YOUR RIGHTS AND OBLIGATIONS.
Your agreement with us (this “Contract”) is made up of the following documents:
i. The Order Form;
ii. Any product specific terms and conditions;
iii. These General Terms and Conditions; and
iv. The relevant Tariffs for the Services (where applicable).
In these terms and conditions (“Conditions”) the following terms shall have the following meanings: –
“Additional Services”: additional or supplemental services to the services for which a charge is made as detailed in the Order Form or otherwise in writing by the Company.
“Cancellation Fee”: means, a fee to cover the Customer’s fixed periodic Charges for the remainder of the Minimum Term payable under the Contract to the Company, the Company’ administrative costs and any costs incurred by the Company in Connecting and Disconnecting the Services.
“Charges”: charges for access to, and use of, Services or sums or amounts otherwise payable pursuant to the Contract or these Conditions by the Customer.
“Connection”: the procedure by which the Company give the Customer access to Services. ‘Connected’, “Connecting”: and ‘re-Connection’ have corresponding meanings.
“Contract”: means the relevant contract entered into by the Customer and the Company in relation to the Services and which incorporates these Conditions.
“Company”: means the name of the Company provided for on the order form or Contract.
“Customer”: means the “Purchaser”, person, company or otherwise so named on the Order Form.
“Disconnection”: the procedure by which the Company stop the Customer’s access to Services. ‘Disconnected’ and “Disconnecting” have corresponding meanings.
“Intellectual Property Rights”: all intellectual and industrial property rights.
“Minimum Term”: the minimum fixed term for the supply of Services as detailed in Condition 1.1 order the Order Form.
“Network Provider” the provider as notified in writing by the Company to the Customer.
“NTS”: means Number Translation Service.
“Operational Service Date”: means the date when a useable Service is first made available to the Customer at a Site.
“Order Form”: the document containing the Services to be delivered submitted by or signed on behalf of the Customer or any other agreement.
“PN”: a number requested as a presentation number.
“Premium Services”: any Services which are charged at premium rates. The Customer can only access these Services – such as international calling and international roaming – with the Company approval.
“Purchaser” means the person or company so named on the Order Form. The Company reserves the right to deal with anyone reasonably appearing to the Company to be acting with the Customer’s authority or permission.
“Services”: the services provided by the Company, which could include call services, Messaging Services, Storage Services, Age Restricted Services and Premium Services, which the Company agree to provide for the Customer.
“Site”: Means a place of business at which the services and or equipment are to be provided as specified on the Order Form.
“Storage Services”: any Services which offer the Customer storage capacity on the network for storage of content which the Customer access from the Company.
“Suspension”: the procedure by which the Company temporarily Disconnects the Customer’s access to the Services. “Suspend” has a corresponding meaning.
“Working Days (Hours)”: 9.00am-5.00pm Monday to Friday
In this document references to “Us”, “We” and “Online” shall mean the Company. References to “You”, “Your” and “Customer” shall mean the Customer entering into this agreement. References to “Both of us” or “the Parties” shall mean both Us and You.
1.1. The duration of the Service is for a minimum period of 12 months unless the Order Form clearly states otherwise. The Contract begins on the date that the Order Form is signed by both parties and will continue in full force indefinitely, and thereafter for further periods each equivalent to the Minimum Term until terminated in accordance with these Conditions.
1.2. In the event that the Company agrees to provide additional services or change the Service a new Minimum Period of 12 months or as specified in the Order Form shall apply in respect of each additional or changed Service.
2. PROVISION OF THE SERVICE
2.1. The Company will provide the Customer with the Services on the basis of the Contract and these Conditions on a reasonable endeavours basis (meaning with reasonable skill and care).
2.2. It is technically impracticable to provide a fault free Service (including instances where Services are not continuously available, or the quality is affected for reasons such as upgrading, maintenance, weather or other networks involvement) and the Company does not undertake to do so nor warrant or represent that it can or will. The Company will however attempt to repair any reported faults in accordance with the fault repair service detailed in the Service/maintenance Terms. As such the Company accept no responsibility or liability for any damage caused by use or reliance on the services provided.
2.3. Occasionally the Company may for operational reasons:
2.3.1. change the technical specification of the Service and/or the codes or numbers used by the Company for the provision of the Service, provided that any change to the technical specification does not materially and adversely affect the performance of the Services;
2.3.2. Suspend the Services for repair, maintenance or improvement of the Services or because of an emergency, but before doing so will give as much notice as reasonably possible and whenever reasonably practicable will agree with the Customer when the Services will be suspended. The Company will restore the Services as soon as it reasonably can after suspension.
2.4. The Customer may also be able to upload and send their own content using the Services. The Customer acknowledges and accepts that the Company have a royalty free, perpetual and worldwide licence to store, transmit or otherwise deal with any content the Customer uploads on the Services. The services are provided to the Customer on an ‘as is’ basis and the Company makes no representations as to the services or their content.
2.5. The Company are not providing the Customer with financial, accounting, taxation or commercial advice of any kind. The Company do not make invitations or offer inducements to enter into any investment agreements.
2.6. The Company will not be liable:
2.6.1. for any loss the Customer may incur as a result of someone using the Customers PINs or passwords, with, or without, the Customers knowledge; or
2.6.2. if they cannot carry out their duties, or provide Services, because of something beyond their control.
2.7. the Company have no responsibility for what the Customer may use Services for. All the Company do is transmit the content to the Customer, the Company do not prepare or exercise control over the content, goods or services. The Company and their network operator are not responsible or liable in any way for, and do not endorse, any content, goods or service.
2.8. The Company accept no liability for the failure of services or equipment to conform to any description or specification set out on any document. It is entirely the Customer’s responsibility to ensure that the equipment ordered by it is suitable for its purpose.
2.9. This Condition 2 will apply even after this agreement has ended.
2.10.Unless otherwise agreed between the Company and the Customer, all delivery, installation and commissioning work to be performed by the Company under the Contract will be carried out on Working Days.
2.11.If, through no fault of the Company, the Company is unable to carry out an installation at or gain access to a Site or the Company is unable to complete the installation, the Company shall not be liable to the Customer for any failure or delay in providing the Services. In these circumstances, the Company may charge the Customer for any reasonable additional costs and expenses incurred by the Company.
3. PROVISION OF SERVICE BY SPECIAL MEANS
3.1. At the Customer’s request, or where the Company consider it appropriate to provide, Services at greater expense by reason of the type of materials used, the length, or the manner of installation, than the Company normally incurs, the Company may determine whether the Customer will incur charges to the Company in addition to (or instead of) any standard charge payable. Where applicable, the Company will give the Customer written notice of any additional charges that the Customer will incur.
3.2. Special terms and conditions may apply to service provided under this paragraph 3. The Company will give the Customer written notice of any special terms and conditions. If there is any conflict between these Conditions and any special terms and conditions, the latter will prevail.
4. EQUIPMENT RISK AND OWNERSHIP
4.1. Risk in the equipment to be purchased by the Customer shall pass to the Customer when the equipment is brought onto the installation site.
4.2. Title to the equipment shall not pass to the Customer until the equipment has been paid for in full. The Company may notify the Customer at any time that it required the return of all or part of the equipment which has not been paid for and reserves the right to enter the Customer’s premises or wherever the equipment is installed at any reasonable time to recover the equipment or render it incapable of operation. If the Company takes such action it shall not be liable to the Customer for any loss consequentially on such entry, recovery or action.
5. ONLINE SYSTEMS EQUIPMENT
5.1. In order to enable and facilitate the timely installation, the Customer will, at its own expense:
5.1.1. Obtain all necessary consents (including consents for any necessary alterations to buildings);
5.1.2. Provide a suitable environment, accommodation, and foundations, including all necessary trunking, conduits and cable trays in accordance with the relevant installation standards;
5.1.3. take up or remove, any fitted or fixed floor coverings, ceiling tiles, suspended ceiling and partition covers, as the Company advises are necessary, and carry out afterwards any making good or decorator’s work required; and
5.1.4. Provide any electricity and connection points required by the Company. All preliminaries must be completed in advance of any installation work.
5.2. The Customer will be liable to the Company for any loss arising out of its failure to adhere to its obligations under Clause 5.1, including but no limited to delays to installations and aborted visit charges.
5.3. The Customer is responsible for the Company equipment on site and must not add to, modify or in any way interfere with the Company equipment, nor allow anyone else (other than someone authorised by the Company) to do so. The Customer will be liable to the Company for any loss of or damage to the Company equipment on site, except where such loss or damage is due to fair wear and tear or is caused by the Company, or anyone acting on the Company behalf.
5.4. The Company takes no responsibility for the performance of any peripheral equipment supplied.
5.5. The Customer will test the equipment and all goods supplied by the Company, and will notify the Company in writing of any defect or other failure to comply with the Contract which is or ought to be apparent on successful examination within 7 days of installation.
6. CONNECTION OF EQUIPMENT TO THE SERVICE
6.1. The Customer must ensure that any equipment connected to or used with the Services must be connected and used in accordance with any instructions, safety or security procedures applicable to the use of that equipment.
6.2. The Customer must ensure that any equipment, which is attached (directly or indirectly) to the Service, is technically compatible with the Service and approved for that purpose under any relevant legislation.
6.3. Any equipment required to be installed by BT or any other network operator to facilitate the working of the equipment supplied by the Company shall be the responsibility of the Customer entirely, including any payment or rental charges made by BT or other network provider. This includes signalling equipment for private circuits unless otherwise stated in writing.
7. ACCESS AND SITE REGULATIONS
7.1. To enable the Company to carry out its obligations under the Contract, the Customer will provide the Company, its employees, agents, consultants and subcontractors, with access to the premises of the Customer, service access points, office accommodation and other facilities as reasonably required by the Company; the Company may agree to work outside its usual working hours, but the Customer must pay the Company additional charges for doing so.
7.2. The Company and anyone acting on the Company behalf will observe the Customer’s reasonable Site regulations as previously given in writing to the Company. In the event of any conflict between the Site regulations and the Customers contract with the Company, this Contract will prevail.
7.3. The Customer will:
7.3.1. provide a suitable and safe working environment for the Company employees, anyone acting on their behalf and the services being provided;
7.3.2. provide the Company with such information and materials as the Company may reasonably require in order to supply the Services, and ensure that such information is accurate in all material respects;
7.3.3. obtain and maintain all necessary licences, permissions and consents which may be required before the start date for the Services;
7.3.4. keep and maintain all materials, equipment, documents and other property of the Company at the premises of the Customer in safe custody at its own risk, maintain the Company materials in good condition until returned to the Company, and not dispose of or use the Company Materials other than in accordance with the written instructions or authorisation of the Company.
8.1. The Customer must keep all PINs and passwords secure and confidential.
8.2. The Customer should immediately change their PIN or password if they become aware that a third party or otherwise is accessing or trying to access Services on their account without the Customers permission.
9. RESPONSIBLE USE OF THE SERVICE
9.1. The Customer agrees and undertakes:
9.1.1. to only access the Services as permitted by the Company and not attempt at any time to circumvent any system security.
9.1.2. to use the Service(s) as laid out in and pursuant to the Contract. The Customer must not resell or commercially exploit (such as assign, sub-licence or delegate) any of the Services, content or equipment.
9.1.3. to comply at all times with all consumer and other legislation, instructions or guidelines issued by regulatory authorities, relevant licences and any other codes of practice which apply to the Customer or the Company.
9.2. That the Services must not be used in any unlawful way; or does not comply with any instructions given by the Company under the Contract.
9.3. The Services must not be used to send, receive, upload, download, use or re-use any information or material which is offensive, abusive, indecent, defamatory, obscene or menacing, or in breach of confidence, copyright, privacy or any other rights (including third parties) or to cause annoyance, inconvenience or needless anxiety or to send or provide unsolicited advertising or promotional material or other than in accordance with the acceptable use policies of any connected networks.
9.4. If the Customer or anyone else, with or without the Customer’s knowledge or approval, uses the Service in contravention of this Condition 10; or the network capacity of the Service which, in the Company opinion, is, or is likely to be, detrimental to the provision of the Service to the Customer or any other customer and fails to take corrective action within a reasonable period of receiving notice from the Company. the Company may treat the contravention as a material breach of Condition 21 hereof.
9.5. The Customer must indemnify the Company against any claims or legal proceedings which are brought or threatened against the Company by a third party because:
9.5.1. The Services are not used in accordance with the Contract and/or these Conditions due to acts or omissions of the Customer; or
9.5.2. The Service is faulty or cannot be used by that third party due to acts or omissions of the Customer.
9.6. If applicable this Condition shall apply to the NTS; the customer acknowledges and agrees that:
9.6.1. any NTS including any telephone numbers provided as part of that service shall only be provided by the Company and made available for use by the Customer for the duration of the Contract.
9.6.2. the telephone numbers allocated as part of the NTS do not belong to the Customer. The Customer accepts that they shall not acquire any rights whatsoever or apply for registration of any rights, such as but not limited to trademark, service mark or trading style. The Customer may request such numbers to be ported to another provided at anytime, such request is at the Company’s discretion.
9.7. The Customer hereby acknowledges and accepts that OFCOM has the power to withdraw an allocation of telephone numbers and the Carrier may withdraw an allocation of telephone numbers to the Company and that therefore any new telephone numbers provided to the Customer under the Contract, prior to their connection, cannot be guaranteed as available and therefore the Company shall not be liable for any costs incurred by the Customer in the use of any such telephone number which is withdrawn by the OFCOM and/or the relevant Network Provider prior to connection.
9.8. The Company shall be entitled for any substantial reason including but not limited to operational, technical or imposed obligation to withdraw or change any telephone, group or code allocated to the Customer. the Company shall give the Customer reasonable notice either orally (and followed up in writing) or written as practicable in the circumstances.
9.9. The Customer must not use Services, the SIM or phone number or allow anyone else to use Services, the SIM or phone number for illegal, or improper, or excessive, uses or in breach of any statute, or which interferes with the network.
9.10.The Customer must always co-operate with the Company and follow the Company reasonable instructions to ensure the proper use and security of the Services and the Customer’s account.
9.11.The Company reserve the right to publish an acceptable use policy and the Customer agrees to adhere to such policy, which provides more detail about the rules for use of certain Services in order to ensure that use of Services is not excessive, to combat fraud and where Services that may be introduced require certain rules to ensure they can be enjoyed by their customers.
9.12.The Company may put limits on the use of certain Services, including Storage Services.
9.13.The Company have no obligation to monitor the Storage Services. If the Customer exceeds the Company use limits set out in their fair use policy, or the Company are made aware of any issues with the Customer’s use of these Services, they reserve the right to make a charge for, remove or refuse to send or store content on the Customers behalf.
9.14.If the Customer uses Services from a country outside the UK, the Customers’ use of the Services may be subject to laws and regulations that apply in that other country. the Company are not liable for the Customers failure to comply with those laws or regulations.
10. CUSTOMER RESPONSIBILITIES
10.1.With the exception of any equipment belonging to the Company, the Customer is responsible for the provision and maintenance of all other equipment used in conjunction with the Services.
10.2.The Customer is responsible for ensuring that the Customer’s equipment connected to the Services conform to the interface specifications specified by the Company.
10.3.The Customer must not:
10.3.1.cause any attachments other than those approved by the Company or approved for connections under the contract to be connected to the Network Services and the Company shall not be under any obligation to connect or keep connected any Customer equipment or apparatus if it does not conform or if in the reasonable opinion of the Company it is liable to cause death, personal injury, damage or impair the quality of the Network Services.
10.3.2.contravene any act or any other relevant regulations or licenses granted. This includes but not limited to Health and Safety regulations and software licences.
10.4.The Contract for the provision of Services is between the Company and the Customer. Where the Customer, utilising the Service, enters into contracts with any third parties, the Company will have no responsibility to those third parties. In the event that the Customer utilises any Service to provide a service to third parties, the Customer will include in its contracts conditions of use equivalent to those in these Conditions and/or the Contract, as well as any additional terms and conditions specifically for different services.
10.5.The Customer shall be responsible for ensuring the compatibility of any applications it wishes to use with the Services.
10.6.The Customer shall indemnify the Company against all liabilities, claims, damages, losses and expenses arising from the Customer’s use of the Services in breach of the Contract.
11.1.Any delivery period is an estimate only and Customer agrees time shall not be of the essence unless otherwise agreed in writing, and the Company cannot accept responsibility for late delivery unless the delay exceeds a period of thirty days of delivery agreed in writing between the parties.
11.2.The Company cannot accept responsibility for late delivery due to insufficient or wrong information provided by the Customer, or delays in the connection process, this includes mandatory proofs requested by the network and completion of the network contract.
11.3.Goods received damaged or with items missing must be reported to the Company within 7 days of delivery. It is the Customer’s responsibility to inspect the delivered package prior to signing for it. If the package is damaged, or appears to have been tampered with, opened or resealed in anyway then the Customer should not sign and contact the Company immediately.
12. INTELLECTUAL PROPERTY RIGHTS
12.1.All Intellectual Property Rights in or arising out of or in connection with the Services shall be owned by the Company, the Company’s network provider or the Company’s licensed source, such as a content provider. The Company and the above reserve all such Intellectual Property Rights. The Company grants the Customer a non-exclusive, non-transferable licence to use the software during the term of the Contract.
12.2.The Customer will not, without the Company prior written consent, copy or (except as permitted by law) decompile or modify the software, nor copy the manuals or documentation.
12.3.The Customer will sign any agreement reasonably required by the owner of the copyright in the software to protect the owner’s interest therein. Any unreasonable refusal to sign will bring section 21 of this document into force.
12.4.The Company may offer updates or modifications to the software or documentation. Any applicable charges for such updates or modifications will be notified to and payable by the Customer at the time the Company offers such updates or modifications.
12.5.The Customer acknowledges that, in respect of any third party Intellectual Property Rights, the use by the Customer of any such Intellectual Property Rights is conditional on the Company obtaining a written licence from the relevant licensor on such terms as will entitle the Company to license such rights to the Customer.
13.1.Subject to condition 13.2, the Customer shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the Customer by the Company, its employees, agents, consultants or subcontractors and any other confidential information concerning the Company business or its products which the Customer may obtain (including but not limited to software and manuals) under this Contract and will not disclose that information to any person. This Condition 13 will remain in effect indefinitely after the termination of this Contract.
13.2.The Customer may disclose such information:
13.2.1.to its employees, officers, representatives, advisers, agents or subcontractors who need to know such information for the purposes of carrying out the Customer’s obligations under this agreement; and as may be required by law, court order or any governmental or regulatory authority.
13.2.2.obtained from a third party who is free to disclose it; and
13.2.3.lawfully in the possession of the recipient before the disclosure under this Contract took place;
13.3.Any information which has been published other than through a breach of this Contract.
13.4.The Customer shall ensure that its employees, officers, representatives, advisers, agents or subcontractors to whom it discloses such information comply with this Condition 13.
13.5.The Customer shall not use any such information for any purpose other than to perform its obligations under the Contract.
13.6.All materials, equipment and tools, drawings, specifications and data supplied by the Company to the Customer (including without limitation any pre-existing materials and the Company’ equipment) shall, at all times, be and remain the exclusive property of the Company , but shall be held by the Customer in safe custody at its own risk and should be maintained and kept in good condition by the Customer until returned to the Company, and shall not be disposed of or used other than in accordance with the Company written instructions or authorisation.
13.7.The Company will keep in confidence any material it holds about the Customer which is confidential in nature unless required to release information to administer the customer’s account.
13.8.Information shall not be treated as confidential if it is in the public domain, if it was in lawful possession prior to the agreement between the parties, obtained from a third party who is entitled to disclose it
14. CHARGES AND DEPOSITS
14.1.The Charges for the Service will be calculated in accordance with the Order Form. The connection charge (including where applicable, any equipment provided) shall be invoiced on or shortly after the Operational Service Date.
14.2.Any annual rental charge shall commence from the Operational Service Date as contained in the Order Form or as confirmed otherwise in writing by the Company.
14.3.All Charges and any other amounts payable by the Customer under the Contract are exclusive of amounts in respect of value added tax (VAT) and delivery unless indicated otherwise.
14.4.The Company shall have the right to alter the charges from the Company price list, Order Form or specified in the Contract from time to time by giving the Customer not less than 28 days’ notice.
14.5.The Customer shall be invoiced monthly by the Company or as otherwise agreed in writing by the Company and will pay the Charges within 21 days of the date of the Company invoice unless otherwise agreed in writing by a representative of the Company.
14.6.Where the Late Payment of Commercial Debts (Interest) Act 1998 does not apply the Company may charge daily interest on late payments at a rate equal to 8% per annum. If the Late Payment of Commercial Debts (Interest) Act 1998 applies the Customer understands that the Company will exercise their statutory right to claim interest and compensation for debt recovery costs under the Late Payment Commercial Debts (Interest) Act, if not paid in accordance with agreed credit terms.
14.7.Usage Charges may apply and will be detailed in a Company price list, Order Form or specified in the terms and conditions. The Company reserves the right to vary these Charges from time to time.
14.8.The Customer shall pay all amounts due under the Contract in full without any deduction or withholding except as required by law and the Customer shall not be entitled to assert any credit, set-off or counterclaim against the Company in order to justify withholding payment of any such amount in whole or in part. The Company may, without limiting its other rights or remedies, set off any amount owing to it by the Customer against any amount payable by the Company to the Customer.
14.9.The Customer acknowledges that the Customer may be subject to the Company credit vetting procedures and that the Company may, at any time, require the Customer to pay a deposit or provide a guarantee as security for payment of future bills.
14.10.The Customer agrees that the Company may provide the Customer’s personal data to the Network Provider and that the Company and the Network Provider can process the Customer’s organisation’s information and users personal data, which the Company collect or which the Customer submit to the Company during any sales or registration process, for a number of purposes, including to open and manage an account for Services, to deliver products and services ordered by the Customer, for security and emergency service support, for credit checking and fraud prevention, and for product analysis and direct marketing.
14.11.The Customer shall not be entitled to any reduction in any of the Charges in the event that it does not use all or any part of the Services.
14.12.The Company will inform the Customer by notice in writing of any supplementary charges relating to the provision of the Service which shall be payable from the date specified in such notice.
14.13.The Company shall render invoices in accordance with the intervals set out on the Order Form. The Company shall issue invoices to the Customer at the billing address specified on the Order Form or other such address as notified by the Customer from time to time. Payment of the Charges shall be made by the Customer with 21 days of issue to the Customer of such invoice.
14.14.If at any time before or during the term of the Contract the Customer fails to meet the standard of creditworthiness deemed acceptable by the Company from time to time, the Company shall be entitled:
14.15.To require the Customer to make such regular instalment payments in advance on account of any future charges as the Company shall reasonably deem necessary; and
14.16.To impose such other measures on the Customer’s right to use the Service as the Company shall reasonably deem necessary. In the event that the Customer does not act in accordance with the Company instructions as provided above, the Company shall be entitled to terminate the Services immediately.
14.17.If the Company carries out work in response to a fault in the Services reported by the Customer and following such work the Company determines that (i) there is no fault found in the Services or (ii) the fault was due to an act or omission of the Customer, then the Company shall be entitled to charge the Customer for any such work carried out.
14.18.If the services are disconnected or terminated, the customer will remain liable for all charges incurred prior to termination, regardless of when the customer is invoiced.
15. LIMITATION OF LIABILITY
15.1.Nothing in these Conditions shall limit or exclude the liability of the Customer or the Company for:
15.1.1.death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors; or
15.1.2.fraud or fraudulent misrepresentation; or
15.1.3.breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
15.2.The Company and the Customer accept unlimited liability for death or personal injury resulting from their negligence.
15.3.Subject to the provisions of Conditions 15.1 and 15.2 the Company is not liable to the Customer or to any third party, whether in contract, tort under statute or otherwise (including in each case negligence) or otherwise for any of the following types of loss or damage arising under or in relation to this Contract including but not limited to:
15.3.1.Any loss of profits, business contracts, anticipated savings, goodwill or revenue; and/ or
15.3.2.Any loss or corruption or destruction of data; and/ or
15.3.3.Any indirect or consequential loss or damage whatsoever even if that the Company was advised in advance of the possibility of such damage; and/or
15.3.4.any loss of income, business or profits, or for any loss or corruption of data in connection with the use of Services; and/or
15.3.5.any loss or damage that was not reasonably foreseeable when the Customer entered into the Contract.
15.4.Subject to Condition 15.1, each party’s aggregate maximum liability to the other in contract, tort (including negligence) or otherwise in relation to the Contract is limited (other than any liability of the Customer to pay Charges for the Services when due and payable) to the minimum Charges known to be payable under the Contract (for goods and/or services) when it was entered into.
15.5.Subject to Condition 15.1, the Company is not liable to the Customer either in contract, tort (including negligence) or otherwise for the acts or omissions of other providers of telecommunications services or for faults in or failures of their equipment.
15.6.Each provision of this Contract, excluding or limiting liability, operates separately. If any part is held by a court to be unreasonable or inapplicable, the other parts will continue to apply.
15.7.Except as set out in these Conditions, all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.
15.8.This Condition 15 shall survive termination of the Contract.
16. MATTERS BEYOND EITHER PARTIES REASONABLE CONTROL (FORCE MAJEURE EVENT)
16.1.The Company shall not be in breach of Contract, nor liable for any failure or delay in performance of any obligations under the Contract arising from or attributable to acts, events, omissions or accidents beyond its reasonable control (Force Majeure Event).
16.2.If the Company is subject to a Force Majeure Event they shall not be in breach of Contract provided that the Company:
16.2.1.promptly notifies the Customer in writing within 7 days of the Force Majeure Event causing its failure or delay in performance;
16.2.2.could not have avoided the effect of the Force Majeure Event by taking precautions which, having regard to all the matters known to it before the Force Majeure Event, it ought reasonably to have taken, but did not; and
16.2.3.has used all reasonable endeavours to mitigate the effect of the Force Majeure Event, to carry out its obligations under the Contract in any way that is reasonably practicable and to resume the performance of its obligations as soon as reasonably possible.
16.3.If the Force Majeure Event affecting the Company’s performance of the Contract prevails for a continuous period of more than 3 months, either party may terminate this agreement by giving 14 days’ written notice to the other party. On the expiry of this notice period, the Service suffering the Force Majeure Event will terminate. Such termination shall be without prejudice to the rights of the parties in respect of any breach of Contract occurring prior to such termination.
17.1.The Company have the right to cancel the Contract within 21 days of acceptance by the Customer in signing or submitting the Order Form on the ground of an error in calculating the price of the equipment or its installation thereof being the subject of the agreement or the Services, without occurring any liability to the Customer.
17.2.The Customer, provided they are classed as a consumer or small business customer as defined by OFCOM shall have the right to cancel any Order Form within 14 days of signing it. Any Services used within this period will be chargeable. Any third party costs incurred by the Company within this period at the request of the Customer will be chargeable. Cancellation Fees may apply if the service is terminated outside of prescribed timescale. Small business customers may have additional rights in respect of contract renewal periods.
17.3.Where the Customer is not a small business customer or consumer but is entitled or permitted by the Company to cancel the agreement during any initial cancellation period, any services used within this period will be chargeable and any third party costs (including Cancellation Fees) incurred by the Company within this period at the request of the Customer will be chargeable. Cancellation charges may apply if the service is terminated outside of prescribed timescale.
18.1.The Customer may end the Contract in the following ways:
18.1.1.The Customer may give the Company not less than 90 days’ prior written notice expiring at the end of the Minimum Term or at the end of any subsequent period as appropriate.
18.1.2.In the event of receiving a written proposal by the Company which amounts to a materially and substantively detrimental variation to the Customer’s Contract. If such a proposal is received then the Customer can end the Contract. But to do so the Customer must give written notice to the Company within 14 days of receipt and if so the Customer’s Contract will terminate 30 days after the Company has received notice from the customer unless within such period the Company retracts such variation.
18.2.The Company may terminate this Contract in the following ways:
18.2.1.On 30 days’ prior written notice expiring on or after the Minimum Term or if the Customer’s agreement does not have a Minimum Term.
18.2.2.Immediately and the Customer will have to pay all the Charges owed by them up until the time which the Company Disconnects them:
126.96.36.199.If the Company have the right to suspend the Customer’s Services on any of the grounds in Condition 20.
188.8.131.52.If the Company believe that the Customer’s use of the Company Services, are jeopardising the operation of the Company, their Network Provider’s or are of an unacceptable nature; or
184.108.40.206.In the event of the Customer’s bankruptcy, insolvency or death.
220.127.116.11.If the Company no longer have access to other operators’ networks which they need to provide Services, or if the Company are no longer able to provide Services due to factors beyond their control or because the Company has ceased to trade.
18.3.On termination (however caused) the Customer shall, within 21 days of receipt of invoice, pay to the Company:
18.4.All arrears of Charges as at the date of termination plus any interest due; and
18.5.All other Charges including without limitation any supplementary Charges, all Charges owed to the end of the Minimum Term (such as Line Rental, Maintenance or any other services provided by the Company) and any Cancellation Fee (if demanded).
18.6.If the Customer is a consumer then nothing herein affects any statutory rights which the Customer may have with regard to cancellation or anything analogous thereto.
19. BREACHES OF THIS CONTRACT
19.1.If either party delays in acting upon a breach of this Contract that delay will not be regarded as a waiver of that breach. If either party waives a breach of this Contract that waiver is limited to that particular breach.
20. SUSPENSION OF SERVICE
20.1.The Company may at its sole discretion elect to suspend the Services in whole or part and until further notice without compensation having given reasonable notice under the circumstances either orally and confirmed in writing or in writing in the event of:
20.1.1.Any breach of the Contract by the Customer;
20.1.2.the Company being obliged to comply with an order, instruction or request of the government, an emergency services organisation or
20.1.3.any other competent administrative authorities;
20.1.4.the Company suspecting that the Services are being used unlawfully including, without limitation, fraud;
20.1.5.the Company reasonably believe the Customer has provided the Company with false or misleading details;
20.1.6.the Company advise the Customer that their excessive use of Services is causing or is likely to cause problems for other users, and the Customer is continuing to use Services excessively or if the Customer fails to adhere to or exceeds the payment terms agreed in the Contract;
20.1.7.the Company reasonably believing the Customer, or a third party that is using the Services with or without the Customers knowledge or permission, has used Services for illegal or improper purposes, in contravention of our responsible use requirements;
20.1.8.the Company receiving a serious complaint against the Customer which the Company believe to be genuine;
20.1.9.the Company is entitled to suspend any other telecommunications service under the terms of any other agreement with the Customer.
20.2.The Customer shall reimburse the Company for all reasonable costs and expenses incurred by the implementation of such suspension and/or re-commencement of the provision of the Services as appropriate, but only where the suspension is implemented as a consequence of breach, fault or omission of the Customer.
20.3.If the Company Suspend any or all of your Services, the Customer will still be able to make emergency calls unless they have been Suspended at the request of the emergency services.
20.4.The Company may terminate or suspend Services to the Customer summarily (in whole or part) without prior notice to the Customer if the provision of any service outside the network area is terminated or suspended;
21. ESCALATION AND DISPUTE RESOLUTION
21.1.If a dispute arises between the parties to the Contract, the parties will use their reasonable endeavours to settle the dispute by appointing nominated representatives.
21.2.If a dispute remains unresolved for 30 days following the appointment set out in paragraph 21.1, the parties will agree to appoint a mediator.
21.3.If the parties do not agree to the dispute being referred to a mediator or fail to reach agreement within 30 days of the mediator being appointed, then either party may pursue any recourse they may have at law, subject to the exclusions and limitations under the Contract.
21.4.The commencement of mediation will not prevent the parties commencing or continuing court proceedings or arbitration.
21.5.To receive a copy of the Company’s complaint policy please contact the Company in writing at the head office address.
22. CHANGES TO THIS CONTRACT
22.1.The Company may vary any of the terms of this agreement on the following basis:
22.1.1.to discontinue the Services; or
22.1.2.make any variations to this agreement even if they are likely to be of detriment to the Customer; or
22.1.3.to increase the Charges for any of the Services (if applicable) by an amount which is more than the percentage increase in the Retail Prices Index Figure (or any future equivalent) in any twelve-month period.
22.2.If the Customer asks the Company to make any change to the Services, the Company may ask the Customer to confirm the request in writing. If the Company agrees to a change, this Contract will be amended from the date when the Company confirms the change in writing to the Customer.
22.3.The Company can change the conditions of this Contract (including the charges) at any time. The Company will give the Customer notice in writing of the changes of no less than 30 days before the change is to take effect.
22.4.From time to time the Company may introduce new options for the Services.
22.5.The Company may change or withdraw some, or part, of the Services from time to time. This may be because of changing technologies, obsolescence, new or different product features, changing content providers or the need to remove, replace or modify content.
22.6.The Company determines, and may change at any time, how Services are presented and delivered or are otherwise made available to the Customer.
22.7.If the Customer carry on using Services after the variation commences, the Customer will be deemed to have accepted the variation.
23.1.The Company may, but the customer shall not (without the written consent of the Company) assign, delegate or transfer any of their rights or obligations under the Contract.
24. ENTIRE AGREEMENT
24.1.The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
24.2.Each party acknowledges that in entering into the Contract it does not rely on and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.
24.3.Nothing in this clause shall limit or exclude any liability for fraud.
24.4.A person who is not a party to this Contract has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract but this does not affect any right or remedy of a third party which exists or is available apart from that Act.
24.5.Any director or representative of the Customer who signs on behalf of the Customer will be deemed an authorised signatory and thereby the Company shall be entitled to rely on such signatory as binding the Customer to the obligations set out in these conditions and any relevant service specific conditions in all respects.
24.6.If any part of this agreement is determined to be invalid, illegal, void or otherwise unenforceable under any present or future law, then the remainder of these terms and conditions shall not be affected thereby. The Company may replace any item that is not legally effective with a similar term that is by providing the Customer with written notice.
25.1.Any notice or other communication given to a party under or in connection with the Contract shall be in writing and shall be delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case).
25.2.Any notice or other communication shall be deemed to have been received: if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address; if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting or at the time recorded by the delivery service.
25.3.This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any other method of dispute resolution.
26.1.If the Company is required to make a change to these Terms and Conditions as a result of any legal or regulatory requirement, the Company will give the Customer as much notice as the Company receives from any such legal or regulatory body.
26.2.The Company reserves the right to change these Terms and Conditions at its sole discretion by giving the Customer, subject to clause 26.1, not less than one month’s’ notice. If the changes to the Terms and Conditions is likely to cause a material detriment to the Customer, the Customer can terminate the Contract without charge (other than any outstanding invoices which remain due and payable). Should the Customer not notify the Company of any objection to the change to the relevant Terms and Conditions within the one-month notice period the Customer’s continued use of the Services thereafter will be deemed acceptance of such changes.
26.3.If this agreement ends, the Company will close the Customer’s account and disconnect the Customer. The Customer will not be able to use Services or make emergency calls.
27.1.If any item requested to be returned to the Company is not returned to the Company in its original condition the Company reserve the right to charge the Customer for the reduction in the resale value caused directly as a result of not being returned in its original condition.
27.2.This Charge will be up to a maximum charge of the original retail list price for the item excluding all offers, discounts and promotions at the date of the Customers original order. Upon safe return of the equipment, or the relevant item, in its original condition, the Company will, provided the equipment has been requested by the Company, remit the Customer a full refund.
28. SALE TERMS AND CONDITIONS
28.1.The Company may sell equipment to the Customer under the terms of the Contract. The Company may agree to assist the Customer with an application to a finance house or similar institution for the finance for the equipment. The Company does not in any way guarantee and accepts no responsibility or liability that it will be able to arrange such finance, or that the Customer’s application for finance will be successful. In the event that the finance is not arranged the Customer shall be bound to purchase the equipment in any event.
28.2.In the event that the Customer enters into a financial agreement with a third party pursuant to Condition 28.1 whereby it is intended that the title in the equipment shall pass to that third party, the Customer shall notwithstanding anything to the contrary remain liable under the provisions in the Contract in consideration of the Customer agreeing to supply the equipment to that third party subject to the third party discharging the full price to the Company.
29.1.The Customer hereby confirms to it’s the Company and Network Provider, that:
29.1.1.The number requested for use as a PN is either allocated to the Customer and the Customer does not require the permission of anyone else in relation to that number or the requested PN is not allocated to the Customer but consent from the allocated owner for its use as a PN has been obtained and has not been withdrawn;
29.1.2.The requested PN is in use;
29.1.3.The Customer shall immediately inform the Company and the Network Provider if any of the information in clause 29.1 ceases to be correct;
29.1.4.The Company and/or the Network Provider may suspend and/or withdraw use of its presentation caller line identity (“CLI”) Services if it is subsequently found that the information given was, or has become, inaccurate or if the PN is being misused in any way;
29.1.5.The Customer understands that the PN must not be a number that connects to a revenue sharing number that generates excessive or unexpected call charges in which case the Company or Network Provider may suspend and/or withdraw use of the presentation CLI Service;
29.1.6.The Customer acknowledges that the Company or Network Provider may withdraw the service without penalty in the event that a) having made the appropriate configuration change the Customer fails to make at least one test call within twenty (20) working days and/or b) the Customer reverses the configuration change.
29.2.The Customer hereby indemnifies the Company or Network Provider against any claims by any third party relating to use of the PNs.
29.3.The Customer hereby acknowledges that the Company or Network Provider may withdraw this facility at any time for regulatory or legal reasons or if it suspects its misuse or if its use is challenged by any third party.
30.1.The parties irrevocably agree that the law of England and Wales shall apply to the Contract and to any dispute or claim that arises howsoever out of or in connection with the Contract or its subject matter or formation including these Conditions.
30.2.The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises howsoever out of or in connection with the Contract or its subject matter or formation including these Conditions.