Terms and Conditions

1. INTERPRETATION

1.1Definitions. In these Terms and Conditions, the following definitions apply:

Business Day: a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business.

Carrier: the relevant third party telecommunications operator or network service provider.

Charges: the applicable charges payable by the Service Customer for the supply of any Services and/or Hardware in accordance with clause 10 or as otherwise set out in these Terms and Conditions.

Commencement Date: the date on which the Company shall start to provide the Service which shall mean in the case of:

(a)Maintenance Services the Installation Date or where the Company has not contracted with the client to install Hardware in connection with the Maintenance Services the date specified as the Commencement Date for the Maintenance Services;

(b)Fixed Network Services the Handover Date in respect of those Fixed Network Services;

(c)Data Services the relevant Handover Date in respect of those Data Services;

(d)IT Support Services the date specified as the Commencement Date in the Services Order Form.

Company: Uni-Tel Communications Group Limited, a company registered in England and Wales with company number 14694543, whose registered office is at 197-201 Manchester Road, West Timperley, Altrincham, Manchester, WA14 5NU.

Company Website: www.uni-tel.co.uk as updated from time to time.

Company Service Customer Transfer Preference Policy: the policy made available by the Company whether via the Company Website or upon request of the Service Customer as may be varied from time to time.

Connection Date: in the case of the provision of Data Services the date when the Carrier commences the provisioning of Data Services to the Service Customer on behalf of the Company.

Contract: each contract/agreement between the Company and the Service Customer for the supply of any Services and/or goods (including where appropriate Hardware) in accordance with these Terms and Conditions, the relevant Services Order Form and any Service Specific Conditions.

Contract Date: the date on which a Contract between the Service Customer and the Company is formed and comes into existence as determined pursuant to the provisions of clause 2.2.

Service Customer: the person or firm specified as such in the Services Order Form who contracts to purchase Services from the Company.

Service Customer Default: has the meaning given to it in clause 8.3.

Data Protection Laws: all applicable data protection and privacy legislation in force from time to time in the United Kingdom (for so long as and to the extent that it applies to the Company and/or the Service Customer), including the UK GDPR (as defined in the Data Protection Act 2018), the Data Protection Act 2018, the Privacy and Electronic Communications (EC Directive) Regulations 2003 and the Data (Use and Access) Act 2025, each as amended or replaced from time to time.

Data Services: the data services to be provided by the Company to the Service Customer as described in a relevant Order, together with such other data services that the Company agrees to supply to the Service Customer from time to time which include but are not limited to broadband, ADSL, FTTC, FTTP, SOGEA, Ethernet and microwave connectivity solutions.

Data Services Contract: where applicable, the Contract for the supply of Data Services.

Delivery: has the meaning given to in clause 4.2.

Durable Medium: paper, email or any other medium that allows information to be addressed personally to the recipient, enables the recipient to store the information in a way accessible for future reference for a period long enough for the purposes of the information, and allows the unchanged reproduction of the information stored.

Early Termination Charge: any sum that the Service Customer is required to pay because a Contract, or a Service or Connection under it, ends before the end of the Minimum Term, including the sums payable under clauses 4.19, 4.20, 5.13, 5.14, 5.15, 6.15 and 6.16.

Estimated Installation Date: the date on which the Company estimates that the Hardware will be installed, as advised by the Company to the Service Customer.

Fixed Network Services: the voice services whether analogue or hosted VoIP and SIP services (and defined as such) to be provided by the Company to the Service Customer as specified in the Services Order Form.

Fixed Network Services Contract: where applicable, the Contract for the supply of Fixed Network Services.

General Conditions: the General Conditions of Entitlement set by Ofcom under the Communications Act 2003, as amended or replaced from time to time.

Handover Date: means the date that the services are available for use by the Service Customer with the Company as the supplier, or the date at which the Company enters into a contract with a third party supplier for the provision of the Services to the Customer (as applicable).

Hardware: the goods /equipment as set out in the Services Order Form.

Hosted Licence: a licence granted by the Company to the Service Customer for a hosted product for use in connection with Fixed Network Services, including but not limited to Gamma Horizon or iPBX.

Installation Date: the date on which the Hardware is installed.

Installation Services: the services relating to the installation by the Company (or its duly authorised agents) of the Hardware (where applicable).

IT Support Services: the IT support services to be provided by the Company to the Service Customer as specified in the Services Order Form together with such other installation services that the Company agrees to supply to the Service Customer from time to time.

IT Support Services Contract: where applicable, the Contract for the supply of IT Support Services.

Maintenance Services: the maintenance services to be provided by the Company to the Service Customer as described in the Services Order Form, together with such other maintenance services that the Company agrees to supply to the Service Customer from time to time.

Maintenance Services Contract: where applicable, the Contract for the supply of Maintenance Services.

Minimum Term: the minimum period for which a Service is to be provided, being the period stated for that Service in the Services Order Form (or, if none is stated, three years), starting on the Commencement Date.

Notes Section: the section of the Services Order Form marked “Additional Information”.

OFCOM: the Office of Communications or any equivalent successor body.

Order: the Service Customer’s order for Services and/or Hardware as set out in the Services Order Form; such Order being subject to these Terms and Conditions.

Services Order Form: the document which sets out amongst other things the Services and/or goods (including where appropriate Hardware which the Service Customer would like the Company to provide to it and certain details in respect thereof including when read in conjunction with these Terms and Conditions the basis on which the Charges for providing the Services will be calculated. The Services Order Form shall be prepared by the Company and sent to the Service Customer for signature by or on behalf of the Service Customer and returned to the Company. The Services Order Form may be prepared, sent, signed or returned either electronically or physically.

Services: the services to be supplied by the Company to the Service Customer being any or all of the Installation Services, Maintenance Services, Fixed Network Services, Data Services and IT Support Services, as the case may be, and Service shall be construed accordingly but shall exclude the provision of DNS servers and mail servers.

Service Specific Conditions: any policies, terms or procedures that apply to and shall be incorporated into the Contract as well as any mandatory items that are specifically excluded from, as specified in the relevant section of the Services Order Form.

Site: the Service Customer’s place of business as specified in the Services Order Form where any Services are to be provided or carried out and/or (where applicable) goods or Hardware is to be delivered and any Installation is to take place, as specified in the Services Order Form.

Small Business Service Customer: a Service Customer that is a Microenterprise or Small Enterprise Customer or a Not-For-Profit Customer as those terms are defined in the General Conditions (in broad terms, a business that is not itself a communications provider and for which no more than 10 individuals work (whether as employees, volunteers or otherwise), or a not-for-profit body meeting the definition in the General Conditions).

Specification: the description or specification of the relevant Services and/or Hardware provided in writing by the Company to the Service Customer as initially set out in a Proposal as subsequently confirmed and superseded in the Services Order Form.

Tariff: the rates and charges for calls and other usage, and for ancillary items (such as paper billing, late payment, escalated recovery, reconnection, hourly rates and the return of equipment), that are set out in, or provided to the Service Customer with, the Services Order Form (including its Additional Information), as varied in accordance with the Contract.

Terms and Conditions: these terms and conditions as amended from time to time in accordance with clause 18.7.

VOIP: Voice Over Internet Protocol being the use of the internet as the transmission medium for telephone calls by digital means (rather than the traditional telephone system based on copper wires carrying analogue data).

1.2Construction.

In these Terms and Conditions, the following rules apply:

(a)a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality);

(b)a reference to a party includes its personal representatives, successors or permitted assigns;

(c)a reference to a statute or statutory provision is a reference to such statute or statutory provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted;

(d)any phrase introduced by the terms including, include, in particular or any similar expression, shall be construed as illustrative and shall not limit the sense of the words preceding those terms; and

(e)a reference to writing or written includes e-mails but excludes faxes.

2. BASIS OF CONTRACT

2.1The sending of any Services Order Form by the Company to the Service Customer from time to time shall constitute an offer by the Company to the Service Customer to provide the Services and/or Hardware as specifically detailed in such Services Order Form in accordance with these Terms and Conditions and any Service Specific Conditions (“an Offer”). An Offer may be withdrawn at any point by the Company prior to it being accepted by the Service Customer.

2.2Each Offer shall be accepted and the Contract shall be formed and come into existence for the Services and/or Hardware detailed in the Offer at the point when the Company receives the Services Order Form, either electronically or physically, duly signed (either electronically or physically, including through the Company’s electronic signature service) by or on behalf of the Service Customer at which point and on which date the Contract shall come into existence (subject where applicable to clauses 4.1, 5.2, 6.3 and 7.3). If the Company has not received the Services Order Form duly signed for or on behalf of the Service Customer within 30 days from the date on which it is sent by the Company to the Service Customer the offer to contract with the Service Customer shall be deemed to have been withdrawn unless otherwise stated in the Services Order Form or unless agreed between the Company and the Service Customer.

2.3Where the Service Customer wishes to place further orders for additional or replacement Services and/or Hardware with the Company at any time after the first Contract Date, the Company shall send the Service Customer a new Offer for the requested additional or replacing Services and/or Hardware and the provisions of clause 2.1 and 2.2 shall apply in accordance with their terms. The provision of additional or replacement Services or Hardware under a new Services Order Form shall not extend the Minimum Term or duration of any existing Contract unless the Service Customer expressly agrees to that extension in the new Services Order Form.

2.4This Contract constitutes the entire Contract/agreement between the parties. The Service Customer acknowledges that it has not relied on any statement, promise, representation, assurance or warranty (whether written or verbally), made or given by the Company or any third party, which is not set out in the Services Order Form and the Service Specific Conditions (if applicable). For the avoidance of doubt this Contract is not a hire contract of any type and with the exception of collecting monies as agent via a third party (if applicable), is independent and separate to the Terms and Conditions of the Hire Agreement relating to the hire of equipment (if any).

2.5Any samples, drawings, descriptive matter or advertising issued by the Company, and any descriptions or illustrations contained in the Company’s catalogues or brochures or other marketing materials, are issued or published for the sole purpose of giving an approximate idea of the services described in them. They shall not form part of the Contract nor have any contractual force.

2.6These Terms and Conditions apply to the Contract to the exclusion of any other terms that the Service Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing. In the event of any conflict between these Terms and Conditions and any Service Specific Conditions, the Service Specific Conditions shall prevail. In the event of any conflict between these Terms and Conditions, any Service Specific Conditions and the Services Order Form, the Services Order Form will prevail in relation to that Service.

2.7Any quotation given by the Company shall not constitute an offer and is only valid for a period of 20 Business Days from its date of issue.

2.8The Service Customer warrants to the Company that it is entering into the Contract for the purpose of its business, trade or profession and not as a consumer.

2.9Except for Installation Services that shall form part of a Contract for the supply of Hardware, each order for Maintenance Services, Data Services or Fixed Network Services shall be deemed to be a separate Contract (irrespective of whether more than one or all of them are included on the same Services Order Form).

2.10To the extent that there is any failure or delay by the Company to supply one of the Services, that shall not entitle the Service Customer to terminate the Contract for the supply of any other Service or Services as the case may be (if any).

2.11Regulatory rights. Nothing in the Contract limits or excludes any right which the Service Customer has under the General Conditions. If there is any conflict between the Contract and the General Conditions, the General Conditions shall prevail to the extent that they so require.

2.12Customer size. The Service Customer confirms in the Services Order Form that it is not a Small Business Service Customer. The Service Customer shall tell the Company promptly if that confirmation was, or later becomes, inaccurate, and the Company shall then apply the rights that the General Conditions give to a Small Business Service Customer to the extent they apply.

3. SUPPLY OF SERVICES

3.1The Company shall supply the Services to the Service Customer in accordance with the Contract in all material respects. In the event that the Services Order Form specifies:

(a)the supply by the Company to the Service Customer of Hardware and Installation Services and/or Maintenance Services, clause 4 and 13 of these Terms and Conditions shall also apply to the Contract;

(b)the supply by the Company to the Service Customer of Fixed Network Services, clause 5 of these Terms and Conditions shall also apply to the Contract;

(c)the supply by the Company to the Service Customer of Data Services, clause 6 of these Terms and Conditions shall also apply to the Contract; and

(d)the supply by the Company to the Service Customer of IT Support Services, clause 7 of these Terms and Conditions shall also apply to the Contract.

3.2The Company shall use reasonable endeavours to deliver any Services on or by any date or dates specified in the Services Order Form, but any such dates shall be estimates or for guidance only and time shall not be of the essence for the performance of the Services whether in writing or via its website.

3.3The Company shall have the right to make any changes to any Services if the Service or an element of it is cancelled by a third party supplier, or which are necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the relevant Services. The Company shall notify the Service Customer of any such change and, where the change is a variation of the Contract to which clause 18.7 applies, in accordance with clause 18.7.

3.4The Company shall have the right to withdraw any Services on 30 days’ notice at its sole discretion. If the Company withdraws a Service under this clause, no Early Termination Charge or other liquidated damages shall be payable by the Service Customer in respect of that Service, and the Company shall refund any Charges paid in advance for any period after the withdrawal takes effect.

3.5The Company warrants to the Service Customer that the relevant Services will be provided using reasonable care and skill, subject to clauses 4, 5, 6 and 7 of these Terms and Conditions.

3.6Minimum Term. Each Contract for Services shall commence on the Commencement Date and shall continue for the Minimum Term, which is shown for each Service in the Services Order Form. At the end of the Minimum Term, unless it has been terminated in accordance with this Contract, the Contract shall continue automatically on a rolling basis, with no further minimum period, until terminated under clause 3.7.

3.7Termination. Either party may terminate a Contract with effect from the last day of the Minimum Term by giving the other not less than 90 days’ written notice, which the Service Customer may give at any time before that date. After the end of the Minimum Term the Service Customer may terminate a Contract at any time by giving the Company not less than one month’s written notice, and the Company may terminate a Contract by giving the Service Customer not less than 90 days’ written notice. No Early Termination Charge is payable where a Contract ends on or after the last day of the Minimum Term, and after the Minimum Term has ended the only sums payable in respect of a notice period given by the Service Customer are the Charges for the Services provided up to the termination date. This clause does not limit the Company’s rights under clauses 3.4 and 15.

3.8End-of-Contract Notification and best tariff information. The Company shall send the Service Customer an End-of-Contract Notification, on a Durable Medium and in a timely manner before the end of the Minimum Term, telling it the date on which the Minimum Term ends, how it may terminate the Contract and the Company’s best tariff advice for its Services. After the Minimum Term has ended the Company shall provide best tariff information to the Service Customer at least once in every 12 months.

3.9Right to a 12-month contract. For any Service, the Service Customer may ask the Company for a Contract with a Minimum Term of 12 months or less instead of the Minimum Term otherwise offered. The Service Customer should ask before signing the Services Order Form; the Company will provide the pricing that then applies.

4. TERMS APPLICABLE TO HARDWARE, INSTALLATION SERVICES AND MAINTENANCE SERVICES

4.1Any Order for Hardware is conditional on the availability of such Hardware prior to the Estimated Installation Date. The Company shall use reasonable endeavours to deliver the Hardware and supply the Installation Services with reasonable care and skill in accordance with the estimated period for delivery and installation. Installation within such period is not guaranteed and time shall not be of the essence.

4.2Delivery of Hardware shall be deemed to take place when the relevant Hardware arrives at the Service Customer’s Site (prior to unloading or unpacking) as specified in the Order (Delivery) (and Delivered shall be construed accordingly). In relation to Delivery of any Hardware:

(a)the Service Customer shall be responsible for checking that all details specified in the Services Order Form and the Service Specific Conditions (if applicable) are correct, and the Service Customer must inspect the Hardware and notify the Company of any apparent problems within 5 days from the date of delivery as otherwise the Service Customer will be deemed to be completely satisfied with the Hardware whether or not it has also signed a written acceptance certificate;

(b)if the Service Customer fails to take Delivery of any Hardware within 10 Business Days of the Company notifying the Service Customer that the Hardware is capable of being delivered, the Hardware shall be deemed to have been Delivered in accordance with the Contract and the Hardware shall be at the risk of the Service Customer and thereafter clause 4.3 shall apply to the Hardware;

(c)if any Hardware is to be Delivered in instalments, any delay in the Delivery of one instalment shall not entitle the Service Customer to reject the other instalments or to terminate the Contract; and

(d)the risk in any Hardware shall pass to the Service Customer on Delivery (or deemed Delivery in accordance with clause 4.2(b)) and the Service Customer shall be responsible for insuring the Hardware from that time.

4.3Notwithstanding clause 4.2(d), ownership of any Hardware contracted to be purchased by the Service Customer shall not pass to the Service Customer until such time as the Service Customer has paid to the Company all sums due for the Hardware and the Installation Services. Unless and until ownership of the Hardware passes to the Service Customer (if at all), the Service Customer shall:

(a)not remove, deface or obscure any identifying mark on or relating to the Hardware;

(b)maintain (except where the Company is also at the time supplying Maintenance Services) the Hardware in satisfactory condition and ensure that all necessary maintenance and repairs are carried out by a competent service provider at the Service Customer’s expense as soon as possible and insured it against all risks for its full price from the date of Delivery or deemed Delivery;

(c)not lease, charge or otherwise encumber the Hardware and not let the Hardware become a fixture;

(d)not remove the Hardware from the Site without the Company’s prior written consent;

(e)only use the Hardware following the manufacturer’s operating instructions and in accordance with all applicable laws, statutes and regulations in a safe and proper manner. The Service Customer will be responsible for any loss, damage or injury (including death) to the Hardware, people or property which is caused by using the Hardware except death or personal injury caused by the Company’s negligence of that or its employees in the course of their employment with the Company.

(f)keep the Hardware in the Service Customer’s possession at the Site;

(g)not alter or make additions or replacements to the Hardware without the Company’s written permission in advance. If the Service Customer does, any alterations, additions or replacement automatically become the Company’s or its supplier’ (as relevant) property without payment.

(h)not sub-hire the Hardware or attempt to sell it. The Company must be permitted to affix such plates, labels or other identifying marks to the Hardware as it shall require and the Service Customer will grant the Company access to the Hardware at all reasonable times for that purpose subject to it giving reasonable notice;

(i)allow the Company to inspect the Hardware at reasonable times during the relevant Contract provided it gives the Service Customer reasonable notice; and

(j)pay all licence fees, fines, duties, insurance premiums or other payments for the Hardware which are not included in the relevant Contract.

4.4The Service Customer shall at the Company’s sole discretion:

(a)return the Hardware at the Service Customer’s cost to the Company immediately on request at the end of the Contract; or

(b)permit at the Service Customer’s cost the Company or its agents to enter any premises of the Service Customer or of any third party where the Hardware is located in order to recover it.

4.5If the Service Customer is in breach of the Contract the Service Customer shall return the Hardware at the Service Customer’s cost to the Company immediately on request and permit the Company or its agents at the Service Customer’s cost to enter any premises of the Service Customer or of any third party where the Hardware is located in order to recover it.

4.6The Service Customer is responsible for choosing any software included in the Hardware and for making sure that the software is fit and suitable for the Service Customer’s purpose and that it complies with its specification.

4.7The Company is not involved in the preparation or specification of the software and the Service Customer will provide the Company with a copy of any specifications if it asks the Service Customer for a copy.

4.8The Service Customer is aware that because software is provided for the Service Customer’s specific use it has no residual or resale value.

4.9It is a condition of the Contract that the Service Customer will obtain a licence to use any software and comply with the terms of any such software licence The Service Customer will also indemnify the Company against any claim made against it for breach of any software licence.

4.10The Service Customer acknowledges that maintenance of any software is not its responsibility [unless forming part of the Maintenance Services] and that the Service Customer must in any event continue to pay all Charges if the software cannot be used for any reason.

4.11Subject to clause 2.2, supply of the Maintenance Services shall commence on the Commencement Date and shall continue for the Minimum Term and thereafter in accordance with clauses 3.6 to 3.8.

4.12The Maintenance Services shall only be supplied by the Company in relation to the Hardware and to any other Hardware agreed by the Company in writing from time to time. Unless agreed otherwise in writing by the Company, the Company shall supply the Maintenance Services in accordance with the Maintenance Service Levels (a copy of which is available on the Company Website or as otherwise provided by the Company to the Service Customer upon request) and as amended from time to time.

4.13The Maintenance Services shall not include or be deemed to include repair or maintenance to:

(a)equipment that is faulty or has failed due (in whole or in part) to or caused by:

(i)fair wear and tear;

(ii)the Service Customer’s (including its agents or workers) acts, operating errors, omissions or defaults;

(iii)failure in air-conditioning or extreme temperatures outside of standard operating norms and fluctuations in electrical power;

(iv)any failure of equipment or software attached to or integrated to the Hardware where such equipment or software was not supplied by the Company;

(v)vandalism, fire, theft, water, humidity or lightning;

(vi)any defect or error in software loaded on to the Hardware;

(vii)any defect or fault in connection with services supplied to the Company by any Carrier;

(viii)failure by the Service Customer (including its agents or workers) to adequately maintain any Hardware or operate it in accordance with the manufacturer’s specifications, guidelines or recommendations;

(ix)any attempt by the Service Customer or any third party other than the Company or its duly authorised agents to repair, reconfigure, re-program or otherwise alter the Hardware or any equipment or cabling attached to it; or

(x)a force majeure event.

(b)ancillary items, including but not limited to, answer-phones, analogue and digital phones or devices, call loggers, payphones, computers, servers, uninterruptible power supplies, batteries, fax machines, public address systems, printers, cabinets, external music on hold sources, any cabling and/ or consumables unless otherwise agreed in writing;

(c)the maintenance or repair of any extension wiring, any Hardware not at the Site, or of anything other than the Hardware; or

(d)the reprogramming of the Hardware to provide improved or modified services or facilities.

4.14In the event that the Company carries out Maintenance Services to any Hardware which has, in its reasonable opinion failed or become faulty due (wholly or partially) to any of the circumstances described in clause 4.15, the Company shall be entitled to charge additional fees for such services calculated in accordance with clause 9.5.

4.15In carrying out the Maintenance Services the Company shall not (subject to clause 16) be liable for the loss of any data or information stored on the Hardware or any other equipment that may be affected by the carrying out of the Maintenance Services and the Service Customer shall ensure that appropriate backups of all data and information are maintained.

4.16In rectifying any fault to Hardware it may be necessary for the Company to reset the Hardware’s software. In such cases, the Company shall not be responsible for resetting or reloading equipment programming and user profiles.

4.17The Maintenance Services are limited to the provision and repair of the Hardware by the Company on a like for like basis, which may include the Company supplying reconditioned parts for Hardware and reconditioned Hardware. Any Hardware that is removed or replaced and any parts that are removed or installed in Hardware in the carrying out of the Maintenance Services shall become or shall remain (as the case may be) the property of the Company.

4.18Subject to clause 16, the Company shall not be liable for any delay in the performance of the Maintenance Services where such delay is attributable to no or poor or delayed availability of spare parts for any item of Hardware.

4.19If the Service Customer terminates a Contract (in whole or in part) for Maintenance Services before the end of the Minimum Term, otherwise than in accordance with the Contract, the Service Customer shall pay to the Company all charges that would have accrued during the period from the expiry of the Service Customer’s notice to terminate to the end of the Minimum Term.

4.20The following provisions of this clause 4.20 shall apply in the event that after the Handover Date the Service Customer terminates the Contract for Maintenance Services otherwise than in accordance with the Contract prior to the expiry of the Minimum Term:

(a)In this clause 4.20 Remainder of the Term means (where the Service Customer terminates or is deemed to have terminated the Contract in breach of contract) the period that the Contract would have had left to run if the Service Customer had instead terminated it at the earliest following opportunity without being in breach of contract. Where the Service Customer terminates the Contract for Maintenance Services before the Handover Date then the Remainder of the Term shall be deemed to have commenced on the Contract Date.

(b)The Service Customer acknowledges and accepts that to enable the Company to provide Maintenance Services to the Service Customer, the Company will enter into a contract for a fixed term with its supplier prior to the Handover Date. As is common with such contracts the Company will remain liable to its supplier whether or not the Contract for Maintenance Services with the Service Customer terminates prior to the end of the Minimum Term.

(c)In the event that the Service Customer is in breach of contract by terminating the Contract for Maintenance Services before the end of the Minimum Term the Service Customer shall pay to the Company as liquidated damages an amount equal to the sum that the Service Customer would have been liable to pay to the Company for the Remainder of the Term for the Maintenance Services (calculated at the rate which applied at the time of termination). Where such termination occurs after the Contract Date but before the Commencement Date then the rate shall be the rate that would have applied at the Commencement Date had the Contract not been terminated.

5. TERMS APPLICABLE TO FIXED NETWORK SERVICES

5.1Subject to clause 2.2, the supply of the Fixed Network Services shall commence on the Commencement Date and shall continue for the Minimum Term and thereafter in accordance with clauses 3.6 to 3.8.

5.2The provision of any Fixed Network Services by the Company under a Fixed Network Services Contract is conditional on:

(a)the Company carrying out such surveys as it deems necessary to satisfy itself that it is possible for it to supply the Fixed Network Services;

(b)the installation of the lines over which the Fixed Network Services are to be provided and such lines being fully operational; and

(c)the Service Customer providing to the Company to its satisfaction accurate information and data to enable the Company to calculate the Charges and to carry out a site survey.

5.3The Company warrants to the Service Customer that Fixed Network Services will be provided using reasonable care and skill. The Service Customer agrees that the Company cannot guarantee that the Fixed Network Services will work without interruption and will be fault or error free. Any interruption, fault or error with the Fixed Network Services must be notified to the Company in accordance with clause 5.4.

5.4The Service Customer shall notify the Company of any interruption, fault or error with the Fixed Network Services in accordance with the Company’s Fault Handling Policy (available on the Company Website or as provided by the Company upon the request of the Service Customer) as amended from time to time. The Company shall use reasonable endeavours to correct or cure any interruption, fault or error with the Fixed Network Services in accordance with the Company’s Fault Handling Policy, save that time shall not be of the essence.

5.5Notwithstanding any other provision of these Terms and Conditions, the Company shall not be liable to the Service Customer in contract, tort (including negligence) or otherwise for any acts or omissions of Carriers that may (wholly or partially) cause, impact or result in any interruption, fault error with or withdrawal of (temporarily or permanently) the Fixed Network Services.

5.6All and any telephone numbers allocated to the Service Customer in connection with the Fixed Network Services may be withdrawn by OFCOM and accordingly the Company does not warrant or represent that such telephone numbers can be provided to the Service Customer. The Service Customer acknowledges and agrees that any telephone numbers allocated to it are allocated on the basis of a licence and the Service Customer agrees not to sell or transfer any telephone number provided to it (except where the Service Customer has a right to port that telephone number) For the avoidance of doubt, telephone numbers may be irrevocably lost when the analogue network is shut down and the Company bears no liability to the Service Customer for numbers lost in this instance.

5.7In relation to the use of the Fixed Network Services the Service Customer agrees:

(a)to ensure that the Fixed Network Services are not used to make offensive, indecent, menacing, nuisance or hoax calls;

(b)not to use the Fixed Network Services in any way that may, in the Company’s reasonable opinion, damage its reputation;

(c)not to contravene any laws, regulations or codes of conduct that may, from time to time, be applicable to the use or supply of the Fixed Network Services;

(d)to implement and maintain appropriate security and control over its networks, equipment and business to prevent fraud and to prevent calls being generated by third parties;

(e)to adequately maintain all equipment utilised in connection with the Fixed Network Services and ensure its compatibility in terms of technical specification;

(f)not to use nor permit the Fixed Network Services to be used in any way that would constitute or contribute to the commission of any crime, tort, fraud or other unlawful activity;

(g)not to allow any unauthorised use of the Fixed Network Services and to take all reasonable security measures to prevent such use;

(h)not to sell or resell the Fixed Network Services in whole or in part;

(i)not to misuse the Fixed Network Services in any way, including without limitation causing the volume of calls made to the telephone numbers allocated to the Service Customer to significantly exceed that which can be answered by the Service Customer where this would cause congestion to a network;

(j)that the Company may publish details of the Service Customer’s name, address and telephone number(s) in the Directory Enquiries Service, unless the Service Customer expressly confirms to the Company in writing that it would like a special entry to be made, for which the Company may make an additional charge;

(k)that to the extent the Fixed Network Services contain VOIP services, clause 6.10 shall also apply save that references in that clause to Data Services shall be deemed to be references to Fixed Network Services;

(l)in order to protect the Service Customer against unauthorised transfer of Fixed Network Services, in the event that the Service Customer fails to contact the Company not less than 7 days prior to any transfer date in accordance with the Company’s Service Customer Transfer Preference Policy, the Company may cancel any order made with a third party supplier;

(m)and undertakes not to cause any attachments to be connected (directly or indirectly) to the Fixed Network Services, other than those that meet the appropriate essential requirements of the Radio Hardware and Telecommunications Terminal Hardware Regulations 2000 and any other requirements or standards under applicable law or as prescribed in the description of the Fixed Network Services published from time to time.

5.8Any equipment installed or supplied by the Company to the Service Customer in connection with the Fixed Network Services (including but not limited to handsets) shall, except for equipment purchased and paid for by the Service Customer under clause 4, at all times remain the property of the Company. Clause 4.3 shall apply to such equipment as if it were deemed to be Hardware. The Service Customer shall return such equipment to the Company immediately on request and shall be liable for costs, losses, damages and expenses incurred by the Company for the repair, recovery and replacement of such equipment.

5.9Upon termination of the Fixed Network Services Contract (for whatever reason), the Service Customer shall save where the Service Customer has explicitly purchased and paid for the handsets outright, return any handsets installed or supplied by the Company to the Service Customer in connection with the Fixed Network Services at the Service Customer’s cost. If such handsets are not returned within seven days following the termination of the Fixed Network Services Contract, the Company reserves the right to charge the Service Customer a fee in respect of each handset, as specified in the Tariff.

5.10The Company shall be entitled to levy additional charges in the event that the Service Customer supplies inaccurate or misleading information to the Company or if the results of any survey reveal additional construction work is required in order for the Company to supply the relevant Fixed Network Services.

5.11Where the transfer of lines and services of another supplier occurs, then the provision of any and all relevant existing services supplied to the Service Customer by such supplier will automatically transfer to the Company and will be charged for by the Company in accordance with the Tariff.

5.12The Service Customer acknowledges and accepts that it is liable for any charges (including without limitation any early termination charges) made by third party suppliers for any transfer of lines and services, or otherwise, unless it is clearly stated on the Services Order Form that the Company will pay for such charges in which case the Company will pay for such charges but limited to those specifically as set out on the Services Order Form.

5.13The Service Customer accepts and acknowledges that the Company will prior to the Handover Date have spent a significant amount of time and incurred expense in preparation for the provision of the Fixed Network Services to the Service Customer. In the event that the Service Customer terminates the Contract for Fixed Network Services prior to the Handover Date it shall pay to the Company a charge of £500 (exc. VAT).

5.14The following provisions of this clause 5.14 shall apply in the event that after the Handover Date the Service Customer terminates the Contract for Fixed Network Services in breach of contract prior to the expiry of the Minimum Term:

(a)In this clause 5.14 Remainder of the Term means (where the Service Customer terminates or is deemed to have terminated the Contract in breach of contract) the period that the Contract would have had left to run if the Service Customer had instead terminated it at the earliest following opportunity without being in breach of contract.

(b)Save where the Service Customer has contracted for the supply of line rental only, the Service Customer agrees that it shall not on lines contracted to be billed by the Company use those lines for calls charged for by another supplier. If in breach of this clause the Service Customer does use lines supplied by the Company for the carriage of calls charged for by another supplier the Service Customer shall be deemed to be in breach of the Contract for the supply of Fixed Network Services and at the Company’s option the Service Customer shall be deemed to have terminated the Contract for Fixed Network Services in breach of contract and the provisions of this clause 5.14 shall apply.

(c)If in breach of contract the Service Customer terminates a Contract for Fixed Network Services before the end of the Minimum Term, the Service Customer shall be liable to pay to the Company an amount calculated in the following manner:

(i)(by reference to line rental) the sum that it would have paid to the Company for the rental of the lines for the Remainder of the Term calculated at the rate then applying at the time of termination and; plus

(ii)(by reference to call charges) either the sum of £500 or if greater the average of the monthly charges for calls incurred by the Service Customer for the three whole months prior to the termination of the Contract multiplied by the period of the Remainder of the Term (expressed in months).

5.15The following provisions of this clause 5.15 shall apply in the event that after the Contract Date the Service Customer terminates the Contract for Fixed Network Services in breach of contract prior to the expiry of the Minimum Term:

(a)In this clause 5.15 Remainder of the Term means (where the Service Customer terminates or is deemed to have terminated the Contract in breach of contract) the period that the Contract would have had left to run if the Service Customer had instead terminated it at the earliest following opportunity without being in breach of contract. Where the Service Customer terminates the Contract for Fixed Network Services in breach of contract after the Contract Date but before the Handover Date then the Remainder of the Term shall be deemed to have commenced on the Contract Date.

(b)The Service Customer acknowledges and accepts that to enable the Company to provide the Fixed Network Services to the Service Customer, the Company will enter into a contract for a fixed term with its supplier prior to the Handover Date. As is common with such contracts the Company will remain liable to its supplier whether or not the Contract for Fixed Network Services with the Service Customer terminates prior to the end of the Minimum Term.

(c)In the event that the Service Customer is in breach of contract by terminating the Contract for Fixed Network Services otherwise than in accordance with the Contract before the end of the Minimum Term the Service Customer shall pay to the Company as liquidated damages an amount equal to the sum that the Service Customer would have been liable to pay to the Company for the Remainder of the Term for the Fixed Network Services (calculated at the rate which applied at the time of termination). Where such termination occurs after the Contract Date but before the Commencement Date then the rate shall be the rate that would have applied at the Commencement Date had the Contract not been terminated.

5.16The Service Customer agrees not to use in connection with the Fixed Network Service provided by the Company any telephone number that the Service Customer does not have the legitimate right to use. In this regard the Service Customer shall not “present out” any telephone number that it does not have the right to use; such as a telephone number of a competitor.

5.17Where the Company grants to the Service Customer a Hosted Licence it shall terminate at the point when the Company ceases to provide to the Service Customer the Fixed Network Services in respect of which the Hosted Licence was granted and the Hosted Licence and all rights in the Hosted Licence shall revert to and be owned in their entirety by the Company.

5.18Where the Fixed Network Services involve the supply of VOIP services, then it is agreed that the following shall apply and the Service Customer accepts that:

(a)the Service Customer’s ability to make emergency calls (to “999” and “112”) and their priority treatment cannot be guaranteed, and access to Emergency Organisations using the VOIP service may cease if there is a power cut or power failure at the Site, if the internet connection on which the service relies fails, or if the VOIP service is suspended or interrupted for any reason;

(b)the VOIP services are generally not considered to be as reliable as calls made over conventional telephone lines and Service Customers are advised to maintain the ability to make telephone calls other than through a VOIP system, such as by maintaining a conventional telephone line or mobile connection;

(c)the Service Customer acknowledges that the VOIP service may sometimes be limited, unavailable or interrupted due to events beyond the Company’s control, such as those specified in clause 17.1 (force majeure);

(d)the VOIP services may not offer all of the features or resilience that the Service Customer may expect from a conventional telephone line; and

(e)the Company recommends that, where the VOIP service is to be used principally at a single fixed location, the Service Customer registers with the Company the address of the place where it is to be used before the service is activated and updates it if it changes, and, where the VOIP service is to be accessed from more than one location, the Service Customer registers and updates its location information whenever it accesses the service from a new location, so that accurate caller location information can be given to the emergency services.

6. TERMS APPLICABLE TO DATA SERVICES

6.1Subject to clause 6.3, the supply of the Data Services shall commence on the Commencement Date and shall continue for the Minimum Term and thereafter in accordance with clauses 3.6 to 3.8.

6.2Subject to the remaining provisions of this clause if the Commencement Date for the provision of Data Services has not occurred prior to the first anniversary of the Contract Date for the Data Services then the Contract in respect thereof shall be deemed to have terminated unless the delay is outside of the control of the Company. Further, the period may be extended in by such period as the Company and the Service Customer agree. The rights of the parties that have accrued prior to such termination shall not be affected by such termination.

6.3The provision of any Data Services by the Company under a Data Services Contract is conditional on:

(a)the Company carrying out such surveys as it considers necessary to satisfy itself that it is feasible for it to supply the Data Services and the Company being satisfied with the results of such surveys;

(b)the Company not being prevented by circumstances and factors outside of its control from being able to supply the Data Services. Examples of such circumstance and factors include (without limit) the infrastructure not being able to support the Data Services, the Service Customer not obtaining the necessary permission from third parties such as a landlord to install the necessary infrastructure, or a public body such as a local authority or highways authority withholding consent to the installation of the infrastructure where such consent is required;

(c)the installation of the lines or ethernet cable over which the Data Services are to be provided and such lines being fully operational; and

(d)the Service Customer providing to the Company’s satisfaction accurate information and data to enable the Company to calculate the Charges and to carry out or commission a site survey.

6.4If, following carrying out the surveys referred to in clause 6.3, it is apparent that to enable the Data Services to be provided, infrastructure is required in addition to that which is already in place, then the Company will provide the Service Customer with a quotation for undertaking such work, and the Service Customer may either accept that quotation or not accept that quotation. If the Service Customer accepts the quotation then the Company shall arrange for the work to be carried out to install the infrastructure required and the cost thereof shall be paid by the Service Customer in accordance with the quotation, which shall be in addition to other costs payable by the Service Customer. If the Service Customer does not accept the quotation within 7 days, then either the Service Customer or the Company may terminate the service items on the Services Order Form that relate to the relevant Data Services and the Company will not be obliged to provide Data Services to the Service Customer.

6.5The Company warrants to the Service Customer that Data Services will be provided using reasonable care and skill. The Service Customer agrees that the Company cannot guarantee that the Data Services will work without interruption and will be fault or error free. Any interruption, fault or error with the Data Services must be notified to the Company in accordance with clause 6.6.

6.6The Service Customer shall notify the Company of any interruption, fault or error with the Data Services in accordance with the Company’s Fault Handling Policy (available at the Company Website or provided by the Company upon the request of the Service Customer) as amended from time to time. The Company shall use reasonable endeavours to correct or cure any interruption, fault or error with the Data Services in accordance with the Company’s Fault Handling Policy, save that time shall not be of the essence.

6.7Notwithstanding any other provision of these Terms and Conditions, the Company shall not be liable to the Service Customer in contract, tort (including negligence) or otherwise for any acts or omissions of suppliers that may (wholly or partially) cause, impact or result in any interruption, fault or error with, or withdrawal of (temporarily or permanently), the Data Services.

6.8In relation to the use of the Data Services the Service Customer agrees and where appropriate accepts:

(a)to comply with the obligations in clauses 5.7(a) to 5.7(i) (inclusive) as if references in those clauses to Fixed Network Services were references to Data Services;

(b)not to misuse the Data Services in any way, including sending or receiving data in such a manner or volume so as to exceed agreed usage limits or so as to adversely affect the network, the Company or its other Service Customers;

(c)that the speed of any Data Services or connection depends on a number of factors beyond the Company’s control (including external factors and physical factors) such as local availability, the distance from the exchange and peak traffic volume) and that the Company does not warrant or represent that the Service Customer’s connection(s) will produce the maximum advertised speed;

(d)that except where stated otherwise in the Services Order Form, the Data Services do not include the supply by the Company of lines, modems and other equipment that might be required by the Service Customer to utilise the Services nor advice on these unless the Company is specifically engaged to do so under a separate contract which shall be in addition to the provision of Data Services under the Data Services Contract;

(e)to comply with the Company’s Fair Use Policy (available at the Company Website or provided by the Company upon the request of the Service Customer) as amended from time to time;

(f)provide suitable space and environment at the Site for the equipment used in the provision of the Data Services (such as sufficient cooled space on a rack) and to do so in a timely manner. Compliance by the Service Customer with this clause shall be entirely at the Service Customer’s cost.

(g)In respect of any router supplied by or on behalf of the Company for a managed internet Ethernet circuit unless otherwise specifically agreed with the Company:

(i)the router will be provided in a routed IP configuration and its sole purpose is to create an interface for the Service Customer to plug equipment into and it is not to be used for any other purpose;

(ii)the router is the demarcation point at which the responsibility for the provision of Data Services by the Company ends;

(iii)access to the command interface of the router (which would be required to configure the router) will not be provided to the Service Customer, nor will other functions that the router may be capable be enabled such as wireless connectivity and firewall functionality;

(iv)the Company is not responsible for configuration of the router other than to an IP configuration; and

(v)the Company shall not be responsible for installing firewalls or plugging in the router and if the Service Customer requires firewalls the Service Customer shall be responsible for processing their installation.

(h)In respect of a router supplied by or on behalf of the Company for an internet broadband service it will be provided in a NAT (Network Address Translation) configuration with DHCP Scope enabled unless otherwise agreed.

6.9The Company is under a duty to all of its Service Customers to preserve network integrity and capacity and avoid degradation. The Service Customer agrees that:

(a)if in the Company’s reasonable opinion the Service Customer’s use of Data Services is adversely affecting, or may adversely affect, integrity and capacity of networks, the Company may take such steps as it deems appropriate to manage the Service Customer’s Data Services including but not limited to changing the supplier of the Data Services;

(b)the Company and/or the Carrier may take such steps as it deems necessary to stop emails that appear to be bulk emails or which appear to be of an unsolicited nature from entering networks and this may include blocking access to or delivery of any such emails; and

(c)the Company and/or the Carrier may operate virus screen technology which may result in the deletion or alteration of emails or their attachments.

6.10Where the Data Services involve the supply of VOIP services, then it is agreed that the following shall apply and the Service Customer accepts that:

(a)the Service Customer’s ability to make emergency calls (to “999” and “112”) and their priority treatment cannot be guaranteed, and access to Emergency Organisations using the VOIP service may cease if there is a power cut or power failure at the Site, if the internet connection on which the service relies fails, or if the VOIP service is suspended or interrupted for any reason;

(b)the VOIP services are generally not considered to be as reliable as calls made over conventional telephone lines and Service Customers are advised to maintain the ability to make telephone calls other than through a VOIP system, such as by maintaining a conventional telephone line or mobile connection;

(c)the Service Customer acknowledges that the VOIP service may sometimes be limited, unavailable or interrupted due to events beyond the Company’s control, such as those specified in clause 19 (Force Majeure);

(d)the VOIP services may not offer all of the features or resilience that the Service Customer may expect from a conventional telephone line; and

(e)the Company recommends that, where the VOIP service is to be used principally at a single fixed location, the Service Customer registers with the Company the address of the place where it is to be used before the service is activated and updates it if it changes, and, where the VOIP service is to be accessed from more than one location, the Service Customer registers and updates its location information whenever it accesses the service from a new location, so that accurate caller location information can be given to the emergency services.

6.11Other than Hardware purchased by the Service Customer, any equipment installed or supplied by the Company to the Service Customer in connection with the Data Services (including but not limited to routers) shall at all times remain the property of the Company. The provisions of clauses 4.3(a) to 4.3(d) shall apply to all such equipment. The Service Customer shall return such equipment to the Company immediately on request or cessation of the provision of Data Services and the Service Customer shall be liable for all costs, losses, damages and expenses incurred by the Company for the repair, recovery and replacement of such equipment.

6.12Upon termination of the Data Services Contract (for whatever reason), the Service Customer shall return any routers installed or supplied by the Company to the Service Customer in connection with the Data Services at the Service Customer’s cost. If such routers are not returned within seven days following the termination of the Data Services Contract, the Company reserves the right to charge the Service Customer a fee in respect of each router, as specified in the Tariff.

6.13Where the Service Customer wishes to transfer the provision of any lines or services from another supplier to the Company, the Service Customer shall:

(a)provide to the Company such accurate information as is required by the Company to enable the migration from the current supplier; and

(b)be responsible for all costs, charges and penalties that may arise as a result of or in connection with such transfer.

6.14The Service Customer acknowledges and accepts that it is liable for all cancellation or termination payments and charges (including without limitation any early termination charges) levied by a previous supplier for the transfer of the provision of services and lines to the Company unless it is expressly stated on the Services Order Form that the Company will be responsible for the payment of such Charges.

6.15The Service Customer accepts and acknowledges that the Company will prior to the Commencement Date have spent a significant amount of time and incurred expense in preparation for the provision of Data Services to the Service Customer. In the event that the Service Customer terminates the Contract prior to the Connection Date it shall pay to the Company: (a) a charge of up to £500 plus VAT in respect of the time spent by the Company in preparation for the provision of the Data Services to the Service Customer; and (b) an amount equal to the direct expenses (plus vat) incurred by the Company to its supplier(s) in the preparation of Data Services to the Service Customer.

6.16The following provisions of this clause 6.16 shall apply in the event that after the Connection Date the Service Customer terminates the Contract for Data Services in breach of contract prior to the expiry of the Minimum Term:

(a)In this clause 6.16 Remainder of the Term means (where the Service Customer terminates or is deemed to have terminated the Contract in breach of contract) the period that the Contract would have had left to run if the Service Customer had instead terminated it at the earliest following opportunity without being in breach of contract. Where the Service Customer terminates the Contract for Data Services in breach of contract after the Connection Date but before the Handover Date then the Remainder of the Term shall be deemed to have commenced on the Connection Date.

(b)The Service Customer acknowledges and accepts that to enable the Company to provide the Data Services to the Service Customer, the Company will enter into a contract for a fixed term with its supplier at the Connection Date. As is common with such contracts the Company will remain liable to its supplier whether or not the Contract for Data Services with the Service Customer terminates prior to the end of the Minimum Term.

(c)In the event that the Service Customer is in breach of contract by terminating the Contract for Data Services otherwise than in accordance with the Contract before the end of the Minimum Term the Service Customer shall pay to the Company as liquidated damages an amount equal to the sum that the Service Customer would have been liable to pay to the Company for the Remainder of the Term for the Data Services (calculated at the rate which applied at the time of termination). Where such termination occurs after the Connection Date but before the Commencement Date then the rate shall be the rate that would have applied at the Commencement Date had the Contract not been terminated.

7. TERMS APPLICABLE TO IT SUPPORT SERVICES

7.1For the purpose of the IT Support Services, the following terms shall have the following meanings:

Service Level Agreement: the service levels for the provision of IT Support Services as set out on the Company Website or as provided by the Company upon the request of the Service Customer, as varied from time to time.

System: the hardware, operating systems and software listed in the Services Order Form.

Support Hours: the hours listed on the Services Order Form and/or as set out in the Service Level Agreement. Where the Company procures certain support from third parties the Support Hours in such circumstances shall be as provided by the third party (which will be notified to the Service Customer through the provision of or access to the third parties standard support terms or otherwise in writing).

Out of Hours: such hours and times that not within the Support Hours.

Support Request: includes the following: a request submitted by the Service Customer via telephone or email for support by the Company under the IT Support Services; and automated messages for support generated by the System and sent directly to the Company for attention.

7.2Subject to clause 2.2, the supply of the IT Support Services shall commence on the Commencement Date and continue for the Minimum Term and thereafter in accordance with clauses 3.6 to 3.8.

7.3The provision of any IT Support Services by the Company under an IT Support Services Contract is conditional on:

(a)the Company carrying out such surveys as it deems necessary to satisfy itself that it is possible for it to supply the IT Support Services which form part of the relevant Services Order Form; and

(b)the Service Customer providing to the Company to its satisfaction accurate information and data to enable the Company to provide IT Support Services.

7.4Subject to the Service Customer’s payment of the Charges, the Company will provide the IT Support Services to the Service Customer:

(a)during Support Hours, unless support during Out of Hours is requested by the Service Customer and this is agreed to be provided by the Company;

(b)meeting or exceeding the service levels referred to in the Service Level Agreement; and

(c)remotely, unless otherwise agreed between the Company and the Service Customer.

7.5In relation to the use of the IT Support Services the Service Customer agrees:

(a)that the IT Support Services shall be provided by the Company remotely, unless otherwise agreed;

(b)to permit the Company remote access to its System and inform the Company of any changes to passwords or other security devices to enable the Company to access the System;

(c)to keep back-up copies of its operating systems and software;

(d)to keep back-up copies of its data in line with recommendations made by the relevant software providers or the Company from time to time;

(e)to make available such personnel of the Service Customer with appropriate skills, knowledge and authority to assist the Company in the diagnosis of faults and the implementation of reasonable instructions intended to rectify or prevent recurrence of faults;

(f)to promptly check that files have been restored from back-up when restoration from back-up has been tested.

7.6The Company shall prioritise all Support Requests based on its reasonable assessment of the severity level of the problem reported and use its reasonable endeavours to respond to all Support Requests with a break fix in accordance with the response times set out in the Service Level Agreement.

7.7The Company will seek to acknowledge all Support Requests within one working office hour of being logged.

7.8The Service Customer acknowledges and agrees that:

(a)in the event that a fault in the System is caused by an error or defect in the operating system or software, the sole responsibility of the Company will be to notify the Service Customer of the issue and to devise (where possible) a workaround for the Service Customer;

(b)the sole responsibility of the Company in respect of any hardware issues shall be to diagnose faults in the hardware. The correction of any faults in the hardware shall be undertaken in accordance with the manufacturer’s warranty;

(c)the Company will not be liable for any loss of data, loss of productivity or financial losses incurred due to incomplete or corrupt back-ups of data or back-up procedures.

7.9In the event that the Service Customer requests and the Company provides IT Support Services in excess of the Service Customer’s allocated allowance, the Company shall be entitled to charge additional fees for such services in accordance with clause 9.10.

7.10The Company warrants to the Service Customer that the IT Support Services will be rendered by personnel with appropriate skills and experience to provide the IT Support Services. The Service Customer agrees that the Company cannot guarantee that the provision of the IT Support Services will cause the System to work without interruption or error. The warranties provided by the Company in clause 3.5 and this clause 7.10 shall be in lieu of and shall operate to exclude any other condition or warranty whether express or implied by law as to the provision of the IT Support Services.

7.11The Service Customer warrants to the Company that it owns or has the benefit of a valid and subsisting licence to use every element of the System and it has full authority to permit the Company to perform the IT Support Services hereunder.

7.12The Service Customer will fully indemnify and hold harmless the Company against all costs (including legal costs), expenses, liabilities, losses, damages and judgements that the Company may incur or be subject to as a result of a breach of clause 7.11.

7.13Introduction Fees and Non-Solicitation of the Company Employees

(a)In this clause 7.13 the following terms are defined as follows;

“Helpdesk Service” the service provided by the Company to Service Customers by which the Company provides assistance to the Service Customer in respect of IT matters by telephone and/or remote electronic access.

“Restricted Company Employee” means an employee or former employee who has been an employee of the Company:

(i)attended the premises of the Service Customer in connection with the provision of the IT Support Services to the Service Customer; or

(ii)personally provided IT Support Services directly to the Service Customer via the Helpdesk Service; or

(iii)both attended the premises of the Service Customer in connection with the provision of the IT Support Services to the Service Customer and personally provided IT Support Services directly to the Service Customer via the Helpdesk Service.

“Relevant Date” the last occurring of:

the date when the Restricted Company Employee last attended the premises of the Service Customer in connection with the provision of the IT Support Services to the Service Customer; and the date when the Restricted Company Employee last provided the IT Support Services to the Service Customer via the Helpdesk Service.

(b)The Service Customer shall not without the express written consent of the Company within 12 months from the Relevant Date employ, recruit, hire or otherwise engage a Restricted Company Employee.

(c)If contrary to the provisions of clause 7.13(b) the Service Customer (or any subsidiary; parent or associated company of the Service Customer) does employ, recruit, hire or otherwise engage a Restricted Company Employee without the prior written consent of the Company then by way of an introduction fee the Service Customer shall pay to the Company an amount equal to the greater of;

(i)50% of the remuneration paid to the Restricted Company Employee by the Company in the preceding 12 calendar months prior to the Relevant Date; or

(ii)the sum of £12,500

Such sums exclusive of VAT which if applicable is payable in addition.

(d)If the Service Customer (or any subsidiary; parent or associated company of the Service Customer) does employ, recruit, hire or otherwise engage a Restricted Company Employee without the prior written consent of the Company then the Service Customer will in addition to the introduction fee detailed in clause 7.13(c) also pay by way of liquidated damages, to the Company an amount equal to the greater of those amounts calculated or set out in clause 7.13(c).

8. SERVICE CUSTOMER’S GENERAL OBLIGATIONS AND TERMS APPLICABLE TO ALL SERVICES

8.1In relation to the Services, the Service Customer:

(a)shall ensure that the terms of the Order and any information it provides to the Company for inclusion in the Specification are complete and accurate;

(b)shall co-operate with the Company in all matters relating to the relevant Services;

(c)shall provide the Company, its employees, agents, consultants and subcontractors, with access to the Service Customer’s premises, office accommodation and other facilities as reasonably required by the Company;

(d)shall provide the Company with such information and materials as the Company may reasonably require in order to supply the relevant Services and/or Hardware, and ensure that such information is accurate in all material respects;

(e)shall prepare its premises for the supply of the relevant Services (where applicable);

(f)shall obtain and maintain all necessary licences, permissions and consents which may be required before the date on which the Services are to start (where applicable);

(g)agrees that the Company may from time to time monitor or record calls made to the Company or by the Company to improve Service Customer service, for training or for marketing purposes;

(h)agrees that the Company shall not be liable or responsible for any failure or delay in the Services due to or in connection with any third party infrastructure applicable to the supply of any Services;

(i)agrees to co-operate with any criminal investigations or any investigation of any regulatory body that is applicable to the supply of any of the Services;

(j)be responsible for ensuring the accuracy of all specifications, drawings, sketches, plans, descriptions and instructions provided to the Company in connection with the supply of any Services and/or Hardware; and

(k)shall comply with all Service Specific Conditions.

8.2The Service Customer is responsible and shall be liable to the Company for the use of the Services including for any Charges incurred, by the actions of any of its employees and any other person who has been given access to use the Services by the Service Customer and any person who gains access to use the Services for fraudulent purposes including in each case where such use was not authorised by the Service Customer. The Service Customer is strongly advised to install robust and effective security provisions to prevent unauthorised and/or fraudulent use.

8.3If the Company’s performance of any of its obligations under the Contract is prevented or delayed by any act or omission of the Service Customer or failure by the Service Customer to perform any relevant obligation or comply with any obligation or policy under the relevant Contract (a Service Customer Default):

(a)the Company shall without limiting its other rights or remedies have the right to suspend performance of any Service until the Service Customer remedies the Service Customer Default, and to rely on the Service Customer Default to relieve it from the performance of any of its obligations to the extent that the Service Customer Default prevents or delays the Company’s performance of any of its obligations;

(b)the Company shall not be liable for any costs or losses sustained or incurred by the Service Customer arising directly or indirectly from the Company’s failure or delay to perform any of its obligations as set out in this clause 8.3; and

(c)the Service Customer shall reimburse the Company on written demand for any costs or losses sustained or incurred by the Company arising directly or indirectly from the Service Customer Default.

8.4Without prejudice to clause 8.3 or any other remedy available to the Company, the Company shall be entitled to suspend the performance of any Service or terminate the Contract relating to the relevant Service without further liability to the Service Customer in the event that the Company:

(a)is obliged to comply with any order, instruction or request of any competent governmental body, or a third party supplier of that Service to the Service Customer;

(b)terminates the provision of telecommunications services;

(c)in its reasonable opinion, the Company or the Carrier believes the Service are being used fraudulently or unlawfully; or

(d)in its reasonable opinion the Company or the Carrier needs to carry out improvements or repairs to any networks or equipment relating to the applicable Services.

8.5Subject to clause 8.9, the Company may at its sole discretion refuse to provide support in respect of the relevant Services and/or support any Hardware if the Service Customer fails to pay one or more invoice by the relevant due date, and the Service Customer acknowledges and agrees that any such support may be withheld until the Company is satisfied that any outstanding payment has been made or outstanding balance rectified.

8.6The Company shall not be liable for any charges resulting from or in connection with fraudulent or unauthorised use of a Service and/or Hardware and the Service Customer shall be responsible for and pay all charges, costs, fees and expenses resulting from or in connection with any fraudulent or unauthorised use of any Service and/or Hardware.

8.7Security incidents. If the Company becomes aware of a security incident, threat or vulnerability affecting the Services or the Service Customer’s equipment or accounts, it may take such action as is reasonably necessary to deal with it, including suspending, restricting or blocking affected Services, ports, addresses or traffic; requiring the Service Customer to change passwords, apply updates or disconnect or replace affected equipment; filtering or blocking malicious traffic and messages; and notifying the Service Customer and, where required by law, Ofcom, the Information Commissioner or other authorities. The Company shall act reasonably and shall inform the Service Customer as soon as reasonably practicable. If the Service Customer considers that the Company has responded inadequately to a security incident, threat or vulnerability, it may complain in accordance with clause 18.10, and its other rights under the Contract and at law are not affected.

8.8Switching and number porting. The Company shall comply with Condition C7 of the General Conditions when the Service Customer switches a landline or broadband service to or from the Company. The Service Customer may port its telephone numbers when it switches provider, including for at least one month after the Contract has ended, and shall not be charged directly for porting a number. If the Company fails to comply with the requirements of Condition C7 (for example, where a switch is delayed, an agreed appointment is missed or service is lost during a switch), the Service Customer is entitled to compensation, which the Company shall pay in an easy and timely manner in accordance with Condition C7 and Ofcom’s guidance on compensation related to switching and porting. Compensation shall be proportionate to the length and effect of the failure, shall be paid as a credit against the Service Customer’s next invoice (or, where no further invoice will be issued, by bank transfer), normally within 30 days, and shall be payable by the Company even where the failure is caused by one of its suppliers. This clause does not apply to delay in a new installation, or in a leased line, Ethernet or alternative-network service, that depends on surveys, civil engineering, permissions, wayleaves or excess construction work or is caused by the Service Customer, unless the Services Order Form states otherwise.

8.9Suspension or disconnection for non-payment. Any measures the Company takes to obtain payment or to disconnect the Services for non-payment shall be proportionate and not unduly discriminatory, shall be preceded by due warning of the resulting interruption or disconnection (which may be given in the invoice or a payment reminder) and, except in cases of fraud, persistent late payment or non-payment, shall be confined, as far as technically feasible, to the Service concerned. Details of the measures the Company may take are available on request, free of charge, and on the Company Website. Without limiting the above, the Company may suspend a Service where an invoice for it remains unpaid 7 days after its due date, provided the Service Customer has had such prior warning.

9. CHARGES AND PAYMENT FOR SERVICES

9.1The Charges for the Services and/or the Hardware shall be charged to and payable by the Service Customer in accordance with this clause 10 and in the case of Data Services and Fixed Network Services in accordance with this clause 10 and clause 11.

9.2The Charges for the Hardware and Installation Services shall be as specified in the Services Order Form and calculated in accordance with these Terms and Conditions. Except as otherwise specified in the Services Order Form Charges for Hardware and Installation Services shall be payable on Delivery.

9.3The Service Customer shall pay any deposit specified in the Services Order Form within seven days of submitting the Services Order Form to the Company.

9.4The Charges for the Maintenance Services shall be as specified in the Services Order Form and calculated in accordance with these Terms and Conditions. Except as otherwise specified in the Services Order Form Charges for Maintenance Services shall be payable annually in advance with the first payment due on the Commencement Date and continuing to be payable thereafter on each anniversary of the Commencement Date.

9.5Where clause 4.15 applies in relation to Maintenance Services, the Company shall be entitled to make such additional charges as are calculated in accordance with the Tariff.

9.6The Company may charge the Service Customer a call out fee where such call out occurs based on incorrect information being provided to the Company or where a call out occurs but the operative is unable to gain access to the premises within the times notified to the Service Customer for the call out.

9.7The Charges for the Maintenance Services shall increase in accordance with clause 9.27.

9.8The Charges for the IT Support Services shall be as specified in the Services Order Form and calculated in accordance with these Terms and Conditions. Except as otherwise specified in the Services Order Form or these Terms and Conditions Charges for IT Support Services shall be payable monthly in advance with the first payment due on the Commencement Date and continuing to be payable each month thereafter on the anniversary of the Commencement Date.

9.9Where IT Support Services are provided during Out of Hours or at the Service Customer’s premises (or such location as is required by the Service Customer), the Charges shall be calculated by reference to the applicable hourly rates specified in the Services Order Form, or, if not stated in the Services Order Form, such hourly rates as specified in the Tariff. The Company may invoice the Service Customer in respect of such services rendered, immediately after their provision.

9.10Where clause 7.9 applies in relation to the IT Support Services, the Company shall be entitled to make such additional charges as are calculated in accordance with or stipulated in the Tariff.

9.11The Company shall not increase the monthly charge or its hourly rates in respect of the IT Support Services unless the Service Customer’s network or user count has increased and at which point, any increase would need to be agreed by both parties prior to any increase being applied. The Service Customer’s network and user count will be reviewed by the Company every six months from the Commencement Date.

9.12Where Charges are calculated according to the Service Customer’s usage, such usage shall be determined by reference to data recorded or logged by the Company and not by reference to any data recorded or logged by the Service Customer.

9.13The Company may propose to increase its Charges for any Service (including by revising any Tariff), other than by an increase made under clause 9.27, by giving the Service Customer not less than one month’s written notice on a Durable Medium, setting out the new Charges and the date from which they apply and informing the Service Customer of its right to terminate. If the increase is not acceptable to the Service Customer, it may terminate the affected Contract(s) by written notice given within one month after the notification, without paying any Early Termination Charge or any sum other than the Charges for the Services provided up to the termination date, which shall be the day before the increase takes effect (or, if that is not feasible, as soon as reasonably possible afterwards, and the increase shall not apply to the Service Customer in the meantime). Otherwise the Service Customer shall be treated as having accepted the increase from the date stated in the notice. Publication of new Charges on the Company Website is not notice for the purposes of this clause.

9.14Subject to applicable regulations, the Company may increase its Charges for any Service (including by revising any Tariff) as a result of an increase in the charges made to the Company by third party providers, by an amount equal to that increase, in accordance with clause 9.13, including the Service Customer’s right to terminate under that clause.

9.15An increase in Charges that is directly imposed by law (such as a change in the rate of VAT) shall take effect on the date required by law and the Company shall give the Service Customer as much notice of it as is reasonably practicable; clause 9.13 does not give the Service Customer a right to terminate in that case. Any other increase in Charges resulting from a regulatory change is subject to clause 9.13.

9.16Except where otherwise specified in these Terms and Conditions or the relevant Services Order Form for any Service the Service Customer shall pay each invoice submitted by the Company:

(a)by direct debit;

(b)within 14 days of the date of the invoice; and

(c)in full and in cleared funds to a bank account nominated in writing by the Company.

9.17Time for payment of all Charges shall be of the essence of the Contract. All Charges must still be paid even if the Hardware cannot be used for any reason, but the Company shall not charge for any Service that it has not provided, and the Service Customer may dispute an invoice in good faith in accordance with clause 9.19.

9.18All amounts payable by the Service Customer under the Contract are exclusive of amounts in respect of value added tax chargeable for the time being (VAT). The Service Customer shall pay to the Company such additional amounts in respect of VAT as are chargeable on the supply of the Services at the same time as payment is due for the supply of the Services.

9.19Invoices shall be deemed to have been accepted if the Service Customer does not present a written objection, identifying clearly the disputed invoice and the reasons why it is challenged, to the Company within 30 days of the date of the invoice. This clause does not affect the Company’s obligation to ensure that every amount charged represents, and does not exceed, the Services actually provided, and the Company shall correct any billing error that it identifies, or is notified of, after that period.

9.20If the Service Customer fails to make any payment due to the Company under the Contract by the due date for payment, then the Service Customer shall pay interest on the overdue amount at the rate of 8% per annum above the Bank of England base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgement. The Service Customer shall pay the interest together with the overdue amount.

9.21The Service Customer shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law). The Company may at any time, without limiting its other rights or remedies, set off any amount owing to it by the Service Customer against any amount payable by the Company to the Service Customer.

9.22The Company may exercise a lien over any equipment or goods in the Company’s possession belonging to the Service Customer, for all monies payable by the Service Customer to the Company.

9.23Any delay in the Company raising an invoice for any Charges shall not prohibit the Company from raising an invoice for the applicable Charges at a later date and the Service Customer shall pay such Charges.

9.24The Company reserves the right to make additional charges for paper billing, late payment, escalated recovery charges, reconnection, non-direct debit payment methods and incorrect fault reporting by the Service Customer. Such charges are as set out in the Tariff, and any increase in them is a variation to which clause 18.7 applies. The late payment charge is £25 (excluding VAT) for each invoice that is not paid in full by its due date, and is in addition to interest under clause 9.20.

9.25The Company may at its sole discretion refuse to provide support in respect of the relevant Services and/or support any Hardware if the Service Customer fails to pay one or more invoice by the relevant due date, and the Service Customer acknowledges and agrees that any such support may be withheld until the Company is satisfied that any outstanding payment has been made or outstanding balance rectified.

9.26The Company reserves the right to recover any costs it incurs, including legal fees, on a full indemnity basis as a result of the Service Customer’s failure to comply with these Terms and Conditions and/or any Service Specific Conditions.

9.27Annual increase. On each anniversary of the Commencement Date (or on such other date each year as the Services Order Form specifies) the Company shall increase the recurring Charges for the Services (but not usage-based Charges, which are governed by the Tariff, or the Charges for IT Support Services, which are governed by clause 10.11) by a percentage equal to (a) the percentage increase (if any) in the Consumer Prices Index (CPI), or any official index replacing it, published for the 12 months ending with the most recent month for which figures have been published before the date of the increase, plus (b) the annual increase margin stated in the Services Order Form (or, if none is stated, 2%). If the percentage increase in the index is negative, it shall be treated as zero, so that the increase is never less than the margin. The Company shall notify the Service Customer of the new Charges not less than 30 days before the increase takes effect. An increase made under this clause is an agreed price variation, is not a contractual modification for the purposes of clauses 10.13 and 20.7, and does not entitle the Service Customer to terminate the Contract.

10. ADDITIONAL TERMS RELATING TO CHARGES FOR DATA SERVICES AND FIXED NETWORK SERVICES

10.1The Charges for the Fixed Network Services and the Data Services shall be as detailed in the Services Order Form (subject always to clauses 9.13 and 9.27) and as otherwise determined in accordance with the Contract.

10.2Charges for line rental are payable from the Handover Date monthly in advance by direct debit, or such other method as is specified in the Services Order Form.

10.3The Service Customer shall pay for all Charges for calls whether made by the Service Customer or any third party. Subject to clause 10.4, the Company shall invoice the Service Customer monthly in arrears for all call Charges and the Service Customer shall pay such invoice within 14 days of the date of the relevant invoice by direct debit.

10.4Notwithstanding clause 10.2 and clause 10.3, the Company reserves the right to invoice the Service Customer for Charges at any time.

10.5If the Company supplies the Service Customer with any temporary Data Services and/or Fixed Network Services, it may charge the Service Customer in advance for the whole period during which the temporary services are to be provided.

10.6the Company shall have the right to charge a minimum fee for calls of not less than £4.50 per month in the event that the Service Customer’s call charges do not exceed this sum in any month.

10.7In respect of Fixed Network Services that include or comprise only of inbound voice services and inbound numbers, the Service Customer acknowledges and agrees that the Company shall have based its Charges for the Contract upon forecast information provided by the Service Customer about total number and duration of calls for the inbound numbers.

10.8The Service Customer acknowledges and agrees that the Company may apply a charge (calculated monthly and payable by the Service Customer in arrears) for each inbound number which, either, does not carry any traffic for any one month period, or, carries traffic which is at least 50% lower than that outlined in the forecast provided under clause 10.7.

11. ADDITIONAL TERMS RELATING TO HARDWARE

11.1Both parties recognise that there is a risk that Hardware may not be of satisfactory quality. Both parties confirm that the allocation of risk is a matter of Contract and that they have agreed that it shall be borne by the Service Customer, save to the extent that the Company has been able to obtain a right of recourse against the manufacturer and has been able to pass that right to the Service Customer via an assignment or under the Contracts (Rights of Third Parties) Act 1999.

11.2It is the Service Customer’s responsibility to obtain warranties for the Hardware from the manufacturer. If the Service Customer fails to obtain from the manufacturer of the Hardware express warranties about the Hardware the Company will endeavour, at the Service Customer’s request and cost, to transfer to it the benefits of any manufacturer’s express warranties given to the Company in respect of the Hardware.

11.3The Company shall not be liable for late delivery of the Hardware.

11.4Where Hardware has been made available to the Service Customer (but which the Service Customer does not own) and the relevant Contract ends (pursuant to which the Hardware has been provided to the Service Customer) the Service Customer must deliver the Hardware to a place of the Company’s choice within the United Kingdom at its expense in the same original, complete working order as when the Service Customer accepted it taking account of normal wear and tear.

11.5If the Service Customer fails to return the Hardware to the Company as detailed in clause 11.4 the Company or its agents may enter any premises where it reasonably believes the Hardware to be located and remove it and the Service Customer must pay the Company all the costs and expenses it incurs in doing so.

12. ADMINISTRATION CHARGE

12.1Exit fee for early termination. If the Service Customer terminates a Contract for Fixed Network Services or Data Services, or asks the Company to cease or migrate a Service or Connection, before the end of the Minimum Term in breach of contract, the Company may, in addition to the Early Termination Charge payable under clause 5.8 or 6.10 (as applicable), charge, and the Service Customer shall pay, an exit fee of £35 (excluding VAT) for each Service or Connection so terminated, ceased or migrated, to cover the Company’s own administrative costs of doing so, together with any charges levied by the Company’s suppliers or Carriers that have been set out in the Services Order Form or the Contract Information. No exit fee, and no other charge under this clause 12.1, is payable where a Contract ends in accordance with clause 3.7 (that is, on or after the last day of the Minimum Term).

13. CONFIDENTIALITY AND DATA PROTECTION

13.1A party (receiving party) shall keep in strict confidence all technical or commercial know-how, specifications, or initiatives which are of a confidential nature and have been disclosed to the receiving party by the other party (disclosing party), its employees, agents or subcontractors, and any other confidential information concerning the disclosing party’s business, its products and services which the receiving party may obtain. The receiving party may disclose such of the disclosing party’s confidential information as is required to be disclosed by law, any governmental or regulatory authority or by a court of competent jurisdiction. This clause 15 shall survive termination of the Contract.

13.2Both parties will comply with all applicable requirements of the Data Protection Laws. This clause 15 is in addition to, and does not relieve, remove or replace, a party’s obligations or rights under the Data Protection Laws. In this clause 15, references to ‘Controller’, ‘Processor’, ‘Data Subject’, ‘Personal Data’, ‘Personal Data Breach’, ‘Process’, ‘Processed’ and ‘Processing’, have the meanings set out in, and will be interpreted in accordance with, the Data Protection Laws.

13.3The Service Customer acknowledges and accepts that the Company may use the information that the Service Customer provides to the Company in the course of becoming a ‘Service Customer’ (which may include Personal Data) for the purposes of supplying the Hardware and/or Services to the Service Customer, improving the Services, statistical analysis and marketing. Where relevant, for the purposes of Data Protection Laws, the Company is the Controller for any such Personal Data. the Company may share such data (or any part of it) with its third party service providers to enable the Company to supply the Hardware and/or Services to the Service Customer in accordance with the Contract. The Company will Process Personal Data in accordance with applicable Data Protection Laws and as set out in the Company’s Privacy Policy, a copy of which can be found at the Company Website.

13.4The Service Customer acknowledges and accepts that the Service Customer may provide and the Company may Process Personal Data belonging to or relating to the Service Customer’s clients, staff and other contacts, on the Service Customer’s behalf, and the Service Customer further acknowledges and accepts that the Company may share such data (or any part of it) with its third party service providers to enable the Company to supply the Hardware and/or Services to the Service Customer in accordance with the Contract. In respect of such Personal Data, the Company shall be the Processor, and the Service Customer shall at all times be the Controller.

13.5Without prejudice to the generality of clause 13.2, the Service Customer will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the Personal Data to the Company for the duration and purposes of this Contract and the Service Customer will only disclose to the Company the Personal Data required to perform its obligations under the Contract.

13.6The details of the Processing operations conducted by the Company are as set out below and as may be updated from time to time as agreed in writing between the parties:

(a)the subject matter of the Processing of Personal Data by the Company is the performance of the Services pursuant to the Contract;

(b)subject to clause 13.7(h), the Company will Process Personal Data for the duration of the Contract, unless otherwise agreed upon in writing between the parties;

(c)the Company will Process Personal Data received under the Contract only for the purposes set forth in the Contract and as generated by the Service Customer’s (or its employees’, agents’ or subcontractors’) use of the Services;

(d)the data Processed may include the following types of Personal Data:

(i)name;

(ii)title;

(iii)company;

(iv)email address;

(v)postal address;

(vi)telephone number;

(vii)contract records;

(viii)position;

(ix)passwords;

(e)The data Processed may concern the following categories of Data Subjects, the extent of which is determined and controlled by the Service Customer in its sole discretion, and which may include, but is not limited to Personal Data relating to the following categories of Data Subjects:

(i)the Service Customer’s employees, directors and contractors;

(ii)the Service Customer’s Service Customers or third parties authorised by the Service Customer to use the Services.

13.7Without prejudice to the generality of clause 13.2, the Company shall, in relation to any Personal Data Processed in connection with the performance by the Company of its obligations under the Contract:

(a)Process that Personal Data only on the documented written instructions of the Service Customer unless required to do so by Data Protection Laws to which the Company is subject, in such a case, the Company shall inform the Service Customer of that legal requirement before Processing, unless that law prohibits such information on important grounds of public interest;

(b)immediately notify the Service Customer if, in the Company’s opinion, an instruction infringes Data Protection Laws and the Company will not be required to comply with that instruction;

(c)ensure that it has in place appropriate technical and organisational measures to protect against unauthorised or unlawful Processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data, appropriate to the harm that might result from the unauthorised or unlawful Processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting Personal Data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to Personal Data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it);

(d)ensure that all personnel who have access to and/or Process Personal Data are obliged to keep the Personal Data confidential;

(e)not transfer any Personal Data outside of the United Kingdom unless the prior written consent of the Service Customer has been obtained and the following conditions are fulfilled:

(i)appropriate safeguards are provided (by either the Company or the Service Customer) in relation to the transfer;

(ii)the Data Subject has enforceable rights and effective legal remedies;

(iii)the Company complies with its obligations under the Data Protection Laws by providing an adequate level of protection to any Personal Data that is transferred; and

(iv)the Company complies with reasonable instructions notified to it in advance by the Service Customer with respect to the Processing of the Personal Data;

(f)taking into account the nature of the Processing, including by appropriate technical and organisational measures, insofar as this is possible, assist the Service Customer, at the Service Customer’s cost, in responding to any Data Subject access requests and in ensuring compliance with its obligations under the Data Protection Laws with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;

(g)notify the Service Customer without undue delay on becoming aware of a Personal Data Breach;

(h)at the written direction of the Service Customer, delete or return Personal Data and copies thereof to the Service Customer on termination of the Contract unless required by Data Protection Laws to store the Personal Data;

(i)maintain complete and accurate records and information and, upon the Service Customer’s prior written request at reasonable intervals, make available to the Service Customer information as reasonably required necessary to demonstrate the Company’s compliance with this clause 15 and allow for and contribute to audits (at the expense of the Service Customer), including inspections, conducted by the Service Customer or the Service Customer’s designated auditor, provided that the Service Customer:

(i)provides the Company reasonable prior written notice, in any event being not less than 30 Business Days, of such audit and/or inspection being required by the Service Customer;

(ii)the Company and the Service Customer mutually agreeing upon the scope, timing and duration of the audit and/or inspection;

(iii)ensures that such audit and/or inspection is conducted during Business Days and business hours, being 9.00am to 5.00pm Monday to Friday with minimal disruption to the Company’s business, the sub-processors’ business and the business and interests of other Service Customers of the Company;

(iv)not causes the Company to breach its confidentiality obligations with its other Service Customers, suppliers or any other organisation; and

(v)reimburse the Company’s reasonable charges associated with the audit and/or inspection.

13.8The Service Customer consents to the Company appointing third-party sub-processors of Personal Data in connection with the provision of the Services and/or Hardware under the Contract. The Company will maintain an up-to-date list of sub-processors which will be available on request. The Company confirms that it has entered or (as the case may be) will enter with the sub-processor into a written Contract incorporating terms which are substantially similar to those set out in this clause 15 with respect to the protection of Personal Data to the extent applicable to the nature of the Services provided by such sub-processor and in either case which the Company confirms reflect and will continue to reflect the requirements of Data Protection Laws. As between the Service Customer and the Company, the Company shall remain fully liable for all acts or omissions of any sub-processors appointed by it pursuant to this clause 15.

14. LIMITATION OF LIABILITY

14.1Nothing in the Contract shall limit or exclude the Company’s liability for:

(a)death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;

(b)fraud or fraudulent misrepresentation by the Company; or

(c)breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).

14.2Subject to clause 14.1, the Company shall not be liable to the Service Customer, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Contract for:

(a)loss of profits; or

(b)loss of sales or business; or

(c)loss of Agreements or contracts; or

(d)loss of anticipated savings; or

(e)loss of or damage to goodwill; or

(f)loss of use or corruption of software, data or information; or

(g)any indirect or consequential loss.

14.3The Company shall not be liable to a Service Customer where a third party supplier changes or withdraws a service or service support for Hardware which means that the Company is unable to continue providing the Service Customer with a relevant Service or support.

14.4Subject to clause 14.1 and clause 14.2, the Company’s total liability to the Service Customer, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with this Contract shall, in respect of all claims (connected or unconnected) in any consecutive 12 (twelve) month period, be limited to the equivalent of the total Charges paid by the Service Customer in that period for the Hardware and/or the relevant Service in respect of which the claim arose.

14.5The terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from this Contract.

14.6If the Service Customer is a consumer, nothing in these Terms and Conditions shall prejudice its statutory rights.

14.7This clause 16 shall survive termination of the Contract.

14.8Nothing in the Contract limits or excludes any liability that cannot lawfully be limited or excluded.

15. TERMINATION

15.1Without limiting its other rights or remedies, the Company may terminate the Contract (in whole or in part) without further liability to the Service Customer by giving the Service Customer not less than 30 days’ written notice. If the Company terminates under this clause before the end of the Minimum Term, no Early Termination Charge shall be payable and the Company shall refund any Charges paid in advance for the period after termination.

15.2Without limiting its other rights or remedies, the Company may terminate the Contract (in whole or in part) with immediate effect by giving written notice to the Service Customer if:

(a)the Service Customer commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 10 Business Days of the Service Customer being notified in writing to do so;

(b)the Service 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 (being a company or limited liability partnership) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986 or (being a partnership) has any partner to whom any of the foregoing apply;

(c)the Service 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 other than (where a company) for the sole purpose of a scheme for a solvent amalgamation of the Service Customer with one or more other companies or the solvent reconstruction of the Service Customer;

(d)a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the Service Customer (being a company) other than for the sole purpose of a scheme for a solvent amalgamation of the Service Customer with one or more other companies or the solvent reconstruction of the Service Customer;

(e)the Service Customer (being an individual) is the subject of a bankruptcy petition or order;

(f)a creditor or encumbrancer of the Service 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 10 Business Days;

(g)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 Service Customer (being a company);

(h)the holder of a qualifying floating charge over the assets of the Service Customer (being a company) has become entitled to appoint or has appointed an administrative receiver;

(i)a person becomes entitled to appoint a receiver over the assets of the Service Customer or a receiver is appointed over the assets of the Service Customer;

(j)any event occurs or proceedings are taken with respect to the Service Customer in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 15.2(b) to clause 15.2(i) (inclusive);

(k)the Service Customer suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of its business;

(l)the Service Customer’s financial position deteriorates to such an extent that in the Company’s opinion the Service Customer’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy; or

(m)the Service Customer (being an individual) dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his own affairs or becomes a patient under any mental health legislation.

15.3Without limiting its other rights or remedies, the Company may terminate the Contract (in whole or in part) with immediate effect by giving written notice to the Service Customer if the Service Customer fails to pay any amount due under the Contract on the due date for payment and fails to pay all outstanding amounts within 30 days after being notified in writing to do so.

15.4Where the Company terminates a Contract (or part of a Contract) under clause 15.3 (non-payment), the Service Customer shall, for the purposes of clauses 4.18, 4.19, 5.11, 6.13 and the exit fee payable under clause 12.1, be deemed to have terminated that Contract in breach of contract and otherwise than in accordance with the Contract immediately before the Company’s termination took effect.

15.5Subject to clause 8.9 and without limiting its other rights or remedies, the Company may suspend provision of the Services under the Contract or any other contract between the Service Customer and the Company if the Service Customer becomes subject to any of the events listed in clause 15.2(b) to clause 15.2(m), or the Company reasonably believes that the Service Customer is about to become subject to any of them, or if the Service Customer fails to pay any amount due under this Contract on the due date for payment.

16. CONSEQUENCES OF TERMINATION

16.1On termination of the Contract for any reason:

(a)the Service Customer shall immediately pay to the Company all of the Company’s outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, the Company shall submit an invoice, which shall be payable by the Service Customer immediately on receipt;

(b)the Service Customer shall at its own cost return any Hardware which has not been fully paid for. If the Service Customer fails to do so, then the Company may enter the Service Customer’s premises and take possession of the Hardware and shall be entitled with costs to charge the Service Customer or for the value of the Hardware. Until it has been returned, the Service Customer shall be solely responsible for the safe keeping of such Hardware and will not use it for any purpose not connected with the Contract;

(c)the accrued rights, remedies, obligations and liabilities of the parties as at expiry or termination of the Contract shall be unaffected, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry; and

(d)clauses which expressly or by implication survive termination shall continue in full force and effect.

17. FORCE MAJEURE

17.1For the purposes of this Contract, Force Majeure Event means an event beyond the reasonable control of the Company including but not limited to strikes, lock-outs or other industrial disputes (whether involving the workforce of the Company or otherwise), failure of a utility service (including without limitation street cabling, network or infrastructure failure or fault), failure of a transport network, act of God, war, riot, civil commotion, malicious damage, pandemic, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers, subcontractors or utility suppliers.

17.2The Company shall not be liable to the Service Customer as a result of any delay or failure to perform its obligations under this Contract as a result of a Force Majeure Event.

17.3If the Force Majeure Event prevents the Company from providing any of the Services for more than 10 Business Days, the Company shall, without limiting its other rights or remedies, have the right to terminate this Contract immediately by giving written notice to the Service Customer.

18. GENERAL

18.1Assignment and other dealings:

(a)the Company may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights under the Contract (in whole or in part) and may subcontract or delegate in any manner any or all of its obligations under the Contract to any third party or agent.

(b)The Service Customer shall not, without the prior written consent of the Company, assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract.

18.2Notices:

(a)Unless otherwise expressly set out in these Terms and Conditions, any notice or other communication given under or in connection with the Contract shall be in writing and shall be sent (i) by pre-paid first class post (recorded delivery or signed for service) to the relevant party at its address set out in the Master Services Agreement (or such other address as that party has specified to the other in writing), or (ii) by email to the relevant party’s email address for notices set out in the Master Services Agreement (or such other email address as that party has specified to the other in writing).

(b)A notice sent by pre-paid first class post shall be deemed to have been received on the date and time the delivery service’s receipt is signed for or recorded by the delivery service. A notice sent by email shall be deemed to have been received at the time of transmission or, if that is outside 9.00 am to 5.00 pm on a Business Day, at 9.00 am on the next Business Day.

(c)Notices of variation and of price changes, and End-of-Contract Notifications, given by the Company shall be sent by email or post on a Durable Medium.

(d)The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.

(e)The Service Customer shall notify the Company promptly in writing if its Account Contact, billing address or email address for notices changes, so that notices continue to be sent to the correct details. The Company shall not be liable for a notice not received as a result of the Service Customer failing to do so.

18.3Severance:

(a)If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.

(b)If any provision or part-provision of this Contract is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.

18.4Waiver: a waiver of any right under the Contract or law is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict its further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

18.5No partnership or agency: nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, nor constitute either party the agent of the other for any purpose. Neither party shall have authority to act as agent for, or to bind, the other party in any way.

18.6Third parties: a person who is not a party to the Contract shall not have any rights to enforce its terms SAVE THAT any person to whom the Company assigned, transfers, mortgages, charges or subcontracts any of its right (as permitted pursuant to clause 18.1) shall be entitled to enforce the terms of the Contract as named herein as the Company.

18.7Variation: except as set out in these Terms and Conditions, no variation of the Contract, including the introduction of any additional terms, shall be effective unless it is agreed in writing and signed by the Company. The Company may vary the Contract (including these Terms and Conditions and the Charges) by giving the Service Customer not less than one month’s notice in writing on a Durable Medium, unless the variation is exclusively to the Service Customer’s benefit, is of a purely administrative nature and has no negative effect on the Service Customer, or is directly imposed by law (in which case the Company shall give as much notice as is reasonably practicable). Where the variation is not of one of those kinds, the notice shall set out the variation and its likely effect and shall inform the Service Customer of its right to terminate the affected Contract(s), and any Contract linked to them, by notice given within one month after the notification, without paying any Early Termination Charge or any sum other than the Charges for the Services provided up to the termination date. The Contract shall in that case end on the day before the variation takes effect (or, if that is not feasible, as soon as reasonably possible afterwards, and the variation shall not apply to the Service Customer in the meantime). Publication of a variation on the Company Website is not notice for the purposes of this clause. This clause does not apply to an increase made under clause 9.27.

18.8Information about the Company: the Company operates the Company Website. The Company is Uni-Tel Communications Group Limited, a company registered in England and Wales under company number 14694543, with its registered office at 197-201 Manchester Road, West Timperley, Altrincham, Manchester, WA14 5NU. The Company’s VAT number is 435 896 157. Please refer to the Company Website for information about how to contact us.

18.9Counterparts and electronic signatures: this Contract and any amendments to it may be executed in several counterparts, all of which taken together shall constitute one single Contract. Signatures may be made and delivered electronically where a specified online signature service is provided by the Company.

18.10Dispute resolution: the Service Customer must notify any complaints or disputes to the Company in accordance with its Customer Complaints Code available at the Company Website. The Company shall use reasonable endeavours to resolve any complaint or dispute. Further information concerning the Service Customer’s rights in relation to any dispute or complaint are specified in the Customer Complaints Code.

18.11Governing law: the Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with the law of England and Wales.

1. INTERPRETATION

1.1In these Terms and Conditions, the following definitions apply:

Business Day: a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business.

Carrier: the mobile network operator (EE, O2 or Vodafone) and Cellhire Plc, our mobile aggregation supplier, through which Mobile Services are provided.

Charges: the applicable charges payable by the Service Customer for the supply of Mobile Services in accordance with clause 8 of these Terms and Conditions.

Commencement Date: the date on which a SIM is activated and the Company starts to provide the Mobile Services for that SIM.

Company: Uni-Tel Communications Group Limited, a company registered in England and Wales with company number 14694543, whose registered office is at 197-201 Manchester Road, West Timperley, Altrincham, Manchester, WA14 5NU.

Company Website: www.uni-tel.co.uk as updated from time to time.

Contract: each contract/agreement between the Company and the Service Customer for the supply of Mobile Services in accordance with these Terms and Conditions and the relevant Mobile Services Order Form.

Contract Date: the date on which a Contract between the Service Customer and the Company is formed, as determined under clause 2.2.

Contract Information: the information about the Contract and the Services required by Condition C1.3 of the General Conditions, provided to the Service Customer, on a Durable Medium, before it signed the Mobile Services Order Form.

Contract Summary: the summary of the Contract provided to the Service Customer, free of charge, before it signed the Mobile Services Order Form, in accordance with Condition C1.5 of the General Conditions.

Data Protection Laws: all applicable data protection and privacy legislation in force from time to time in the United Kingdom, including the UK GDPR (as defined in the Data Protection Act 2018), the Data Protection Act 2018, the Privacy and Electronic Communications (EC Directive) Regulations 2003 and the Data (Use and Access) Act 2025, each as amended or replaced from time to time.

Durable Medium: paper, email or any other medium that allows information to be addressed personally to the recipient, enables the recipient to store the information for future reference for a period long enough for the purposes of the information, and allows the unchanged reproduction of the information stored.

Express Consent: the Service Customer’s clear and specific agreement, given on a Durable Medium (including by electronic signature) after the relevant information has been provided to it.

Fair Use Policy: the Company’s policy on fair and acceptable use of Mobile Services, available on the Company Website or on request, as amended from time to time.

General Conditions: the General Conditions of Entitlement set by Ofcom under the Communications Act 2003, as amended or replaced from time to time.

Minimum Term: the minimum period for which a Mobile Service is to be provided, as stated for that SIM in the Mobile Services Order Form. If no period is stated, the Mobile Service is provided on a 30-day rolling term from the Commencement Date with no fixed minimum period.

Mobile Services: the SIM-only mobile airtime services (not including the supply of a handset or other device) provided by the Company to the Service Customer as described in the Mobile Services Order Form, using the EE, O2 or Vodafone networks as applicable.

Mobile Services Order Form: the document setting out the Mobile Services the Service Customer would like the Company to provide, including the SIMs, tariffs and any Spend Caps selected, prepared by the Company and signed by or on behalf of the Service Customer.

OFCOM: the Office of Communications or any equivalent successor body.

Service Customer: the person or firm specified as such in the Mobile Services Order Form who contracts to purchase Mobile Services from the Company.

Service Customer Default: has the meaning given to it in clause 6.1.

SIM: a subscriber identity module card issued by the Company (via Cellhire and the relevant Carrier) enabling use of the Mobile Services, and allocated a mobile number.

Spend Cap: a monthly limit on chargeable usage outside the Service Customer’s inclusive allowance for a SIM, as described in the Mobile Services Order Form and clause 3 of these Terms and Conditions.

Tariff: the rates and charges for calls, texts, data and other usage, and for ancillary items, applicable to a SIM as set out in, or provided to the Service Customer with, the Mobile Services Order Form, as varied in accordance with the Contract.

Terms and Conditions: these terms and conditions as amended from time to time in accordance with clause 9.3.

2. BASIS OF CONTRACT

2.1The sending of a Mobile Services Order Form by the Company to the Service Customer constitutes an offer by the Company to provide the Mobile Services detailed in it in accordance with these Terms and Conditions (“an Offer”). An Offer may be withdrawn at any point by the Company prior to acceptance.

2.2Each Offer shall be accepted and the Contract shall come into existence when the Company receives the Mobile Services Order Form duly signed by or on behalf of the Service Customer, at which point the Contract comes into existence. If the Company has not received the signed Mobile Services Order Form within 30 days of it being sent, the offer shall be deemed withdrawn unless otherwise agreed.

2.3This Contract constitutes the entire agreement between the parties for the Mobile Services. The Service Customer acknowledges that it has not relied on any statement, promise, representation or warranty which is not set out in the Mobile Services Order Form.

2.4These Terms and Conditions apply to the Contract to the exclusion of any other terms that the Service Customer seeks to impose or incorporate.

2.5The Service Customer warrants to the Company that it is entering into the Contract for the purpose of its business, trade or profession and not as a consumer, and that it is not itself a communications provider. Where the Service Customer has fewer than 10 individuals working for it (as employees, volunteers or otherwise), or is a not-for-profit body, the additional protections referred to in the Contract Summary and Contract Information (including the Contract Summary itself, Ofcom’s switching compensation rules, and access to CISAS) apply to it; the Company will rely on the headcount given in the signature section of the Mobile Services Order Form to determine this.

2.6Nothing in the Contract limits or excludes any right which the Service Customer has under the General Conditions. If there is any conflict between the Contract and the General Conditions, the General Conditions shall prevail to the extent required.

3. MOBILE SERVICES, SPEND CAPS AND FAIR USE

3.1The Mobile Services are SIM-only; the Company does not supply a handset or other device under this Contract. The Service Customer is responsible for providing a compatible, unlocked device for use with each SIM.

3.2The Mobile Services are provided using the EE, O2 or Vodafone network as stated for each SIM, via the Company’s supplier, Cellhire. The Company does not operate its own mobile network and does not guarantee coverage, signal strength or network availability in any particular location; this depends on the relevant Carrier’s network.

3.3Each SIM has an inclusive monthly allowance as stated in the Mobile Services Order Form. Usage outside that allowance (including international calls and texts, usage while roaming outside the UK, directory enquiry calls, and usage once an allowance has been used up) is charged at the Tariff.

3.4Spend Caps. Where a Spend Cap is selected for a SIM, it limits the chargeable usage described in clause 3.3 to the monthly amount shown in the Mobile Services Order Form, as more fully described in the “Mobile Spend Caps” section of that document, which forms part of the Contract. Spend Caps rely on usage information received by Cellhire from the relevant Carrier, which is not real time; there may accordingly be a short delay before restrictions take effect, and any usage above the cap arising from that delay will not be charged to the Service Customer.

3.5Not every tariff supports a Spend Cap (for example, tariffs with shared or pooled minutes or data, or using a private APN). If the Service Customer selects a Spend Cap for a SIM on a tariff that does not support it, the Company will tell the Service Customer and the SIM will be provided without a Spend Cap unless and until it moves to a compatible tariff.

3.6The Service Customer may ask the Company to change or remove a Spend Cap, or to lift a Spend Cap that has been reached, at any time. A request to lift a reached Spend Cap removes further enforcement of it for the rest of that calendar month, and no refund will be due for usage above the cap level for that month as a result.

3.7The Service Customer must use the Mobile Services in accordance with the Fair Use Policy, and must not use, or permit the use of, a SIM for resale, for use primarily outside the United Kingdom, in a device not intended for normal personal or business voice, text and data use (for example, in a SIM box or gateway), or in any way that is fraudulent, unlawful or that may damage the Company’s or a Carrier’s network, reputation or other customers.

3.8Mobile numbers are allocated to the Service Customer on the basis of a licence from the relevant Carrier and may be withdrawn by OFCOM; the Company does not warrant that any particular number can be retained indefinitely, save in accordance with the Service Customer’s porting rights.

3.9Porting. If the Service Customer wishes to move a mobile number to the Company, or away from the Company to another provider, the Company (or, where porting away, the then-current provider) shall provide the relevant PAC or STAC code free of charge, normally by text within one working day of the request, in accordance with Ofcom’s rules; no charge is made by the Company for porting a number in or out.

3.10The Service Customer’s ability to make emergency calls (999 and 112) depends on network coverage and the SIM not being barred (including as a result of non-payment or a Spend Cap being reached, where in-bundle emergency call capability is nonetheless preserved so far as the network allows).

4. TERM, RENEWAL AND TERMINATION

4.1Each SIM’s Mobile Service commences on its Commencement Date and continues for its Minimum Term (if any), and thereafter, or if no Minimum Term applies, from the Commencement Date, on a 30-day rolling basis.

4.2Either party may terminate the Mobile Service for a SIM, or the Contract as a whole, by giving the other not less than 30 days’ notice; a notice given before the end of any Minimum Term shall take effect at the end of the Minimum Term. The Service Customer may give notice by email to the address for notices in the Master Services Agreement, by post, or by telephone (in which case the Company shall confirm the termination and its date in writing).

4.3If the Service Customer terminates a SIM’s Mobile Service before the end of its Minimum Term (if any), otherwise than in accordance with the Contract, it shall pay the Company the recurring Charges that would have been payable for that SIM for the remainder of the Minimum Term, as an Early Termination Charge reflecting the Company’s legitimate interest in recovering its committed costs, and not a penalty.

4.4On termination of a SIM’s Mobile Service (for whatever reason), the Service Customer shall cease using and, where requested, return the SIM to the Company.

5. SERVICE CUSTOMER OBLIGATIONS

5.1The Service Customer shall ensure that information it provides to the Company for the Mobile Services Order Form is complete and accurate, including the notification email address and SMS preference for each SIM’s Spend Cap, and shall notify the Company promptly of any changes.

5.2The Service Customer is responsible for the use of each SIM, including all Charges incurred, by any person given access to it by the Service Customer, and for any fraudulent use unless caused by the Company’s negligence. The Service Customer is strongly advised to keep SIMs secure and report any loss or theft promptly.

5.3The Service Customer shall notify the Company promptly of any loss, theft or suspected misuse of a SIM so that it can be suspended or barred.

6. SUSPENSION

6.1If the Company’s performance is prevented or delayed by any act or omission of the Service Customer, or its failure to perform an obligation under the Contract (a Service Customer Default), the Company may suspend performance until the default is remedied and shall not be liable for resulting delay.

6.2Any suspension or disconnection for non-payment shall be proportionate, preceded by due warning (which may be given in the invoice or a reminder), and, so far as technically feasible, confined to the SIM concerned, except in cases of fraud, persistent non-payment or where restricted by the Carrier.

6.3The Company may suspend a SIM where an invoice remains unpaid 7 days after its due date, provided the Service Customer has had prior warning in accordance with clause 6.2.

6.4Security. If the Company becomes aware of a security incident, fraud risk or vulnerability affecting a SIM, it may suspend, restrict or bar it, and notify the Service Customer and, where required by law, Ofcom or other authorities. The Company will act reasonably and inform the Service Customer as soon as reasonably practicable.

7. CONFIDENTIALITY AND DATA PROTECTION

7.1Each party shall keep confidential all technical or commercial information of a confidential nature disclosed to it by the other party, save where disclosure is required by law, a regulator or a court of competent jurisdiction. This clause survives termination of the Contract.

7.2Both parties will comply with the Data Protection Laws. The Company is the Controller of personal data the Service Customer provides to become a customer, and will Process it in accordance with the Company’s Privacy Policy, available on the Company Website, including to provide the Mobile Services, send Spend Cap notifications to the email address and/or SIM provided, and for billing, service improvement and marketing purposes.

7.3The Company may share personal data with Cellhire and the relevant Carrier (EE, O2 or Vodafone) to the extent necessary to provide the Mobile Services, including Spend Cap management.

8. CHARGES AND PAYMENT

8.1The Service Customer shall pay each invoice by Direct Debit within 14 days of the invoice date, in full and in cleared funds, except as it may dispute in good faith under clause 8.6.

8.2Line rental is payable monthly in advance; usage charges are payable monthly in arrears, based on usage records received by the Company from Cellhire and the relevant Carrier.

8.3All amounts payable are exclusive of VAT, which is payable in addition at the prevailing rate.

8.4If the Service Customer fails to pay any amount by its due date, interest accrues daily on the overdue amount at 8% per annum above the Bank of England base rate, until paid, whether before or after judgment.

8.5The Service Customer shall pay all amounts due in full without set-off, counterclaim, deduction or withholding (except as required by law).

8.6Invoices are deemed accepted if the Service Customer does not raise a written objection, identifying the disputed invoice and the reason, within 30 days of its date. This does not affect the Company’s obligation to ensure every charge is correct, and it will correct any billing error identified after that period.

8.7The Company shall not increase the Charges for a SIM during its Minimum Term except by an agreed price change stated in the Mobile Services Order Form, or in accordance with clause 9.3. After the Minimum Term, or where no Minimum Term applies, clause 9.3 governs any change to Charges.

8.8A late payment fee of £25 (excluding VAT) applies each time an invoice is not paid in full by its due date, in addition to interest under clause 8.4.

9. GENERAL

9.1Notices. Any notice shall be in writing and sent by pre-paid first class post to the relevant party’s address in the Master Services Agreement, or by email to the relevant email address for notices. A posted notice is deemed received when the delivery is signed for or recorded; an emailed notice is deemed received on transmission, or at 9am the next Business Day if sent outside 9am-5pm on a Business Day. The Service Customer shall notify the Company promptly in writing if its Account Contact, billing address or email address for notices changes, so that notices continue to be sent to the correct details; the Company shall not be liable for a notice not received as a result of the Service Customer failing to do so.

9.2Assignment. The Company may assign, transfer or subcontract any of its rights or obligations under the Contract. The Service Customer shall not do so without the Company’s prior written consent.

9.3Variation. The Company may vary the Contract (including these Terms and Conditions and the Charges) by giving the Service Customer not less than one month’s notice in writing on a Durable Medium, unless the variation is purely to the Service Customer’s benefit, is administrative with no negative effect, or is directly required by law (in which case as much notice as reasonably practicable will be given). Where the variation is of the first kind, the notice will explain the variation and the Service Customer’s right to terminate the affected Contract, without an Early Termination Charge, by notice given within one month of the notification; the Contract will then end the day before the variation takes effect.

9.4Limitation of liability. Nothing in the Contract limits or excludes the Company’s liability for death or personal injury caused by its negligence, for fraud, or for any liability that cannot lawfully be limited or excluded. Subject to that, the Company shall not be liable for loss of profits, loss of business, loss of anticipated savings, loss of or damage to goodwill, loss or corruption of data, or any indirect or consequential loss, and the Company’s total liability arising under or in connection with the Contract in any 12-month period is limited to the total Charges paid by the Service Customer in that period for the SIM(s) to which the claim relates.

9.5Force majeure. The Company is not liable for delay or failure to perform caused by events beyond its reasonable control, including network, Carrier or Cellhire failures, strikes, pandemic, or governmental action. If this prevents performance for more than 10 Business Days, either party may terminate the affected Contract on written notice.

9.6Dispute resolution. The Service Customer may complain to the Company in accordance with its Customer Complaints Code, available on the Company Website or on request. If unresolved within six weeks (or earlier if the Company says it will take no further steps), the Service Customer may use CISAS (the Communication & Internet Services Adjudication Scheme, operated by CEDR: cisas@cedr.com, telephone 020 7520 3814, www.cedr.com/consumer/cisas), free of charge.

9.7Severance and waiver. If any provision of the Contract is invalid or unenforceable, it shall be modified to the minimum extent necessary or, if that is not possible, deemed deleted, without affecting the rest of the Contract. No failure or delay in exercising a right or remedy constitutes a waiver of it.

9.8No partnership or agency. Nothing in the Contract creates a partnership, joint venture, or agency relationship between the parties.

9.9Third parties. A person who is not a party to the Contract has no right to enforce its terms, save that an assignee or subcontractor of the Company under clause 9.2 may enforce the Contract as if named as the Company.

9.10Electronic signatures. This Contract may be signed electronically where an online signature service is provided by the Company, and signature in this way is as effective as a handwritten signature.

9.11Governing law and jurisdiction. The Contract, and any dispute or claim arising out of or in connection with it (including non-contractual disputes or claims), shall be governed by the law of England and Wales, and the courts of England and Wales shall have exclusive jurisdiction.