Terms and Conditions

v1.1 2023

  1. Interpretation

1.1 Definitions

Act: The Telecommunications Act 2003 and any amendments to the Act from time to time or any subsequent substitution thereof.

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

BT: British Telecommunications plc and its associated companies.

Charges: the charges payable by the Customer for the supply of the Services by Uni-Tel, as set out in the Order Form or Contract.

Conditions: these terms and conditions set out in clause 1 to clause 11 (inclusive).

Contract: the contract between the Customer and Uni-Tel for the supply of the Services in accordance with the Order Form or Contract, the Mandatory Policies and these Conditions.

Control: has the meaning given in section 1124 of the Corporation Tax Act 2010, and the expression change of control shall be construed accordingly.

Data Protection Legislation: all applicable data protection and privacy legislation in force from time to time in the UK including the General Data Protection Regulation ((EU) 2016/679); the Data Protection Act 2018; the Privacy and Electronic Communications Directive 2002/58/EC (as updated by Directive 2009/136/EC) and the Privacy and Electronic Communications Regulations 2003 (SI 2003 No. 2426) as amended; any other European Union legislation relating to personal data and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of personal data (including, without limitation, the privacy of electronic communications).

Delivery Date: the date specified for delivery of an Order, as set out in the Order Form or Contract.

Delivery Location: the address specified for delivery of the Goods, as set out in the Order Form or Contract.

Direct Debit: means any request(s) for any payment or series of payments by bank direct debit payment method.

Intellectual Property Rights: patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

Uni-Tel means Uni-Tel also trading as Uni-Tel Communications Group Limited whose registered office is at Hanover Buildings, 11-13 Hanover Street, Liverpool, Merseyside, L13DN (registered number 14694543).

Force Majeure Event: events, circumstances, or causes beyond a party’s reasonable control.

Mandatory Policies: Uni-Tel’s mandatory policies for Contracts set out in schedule 1, as amended by notification to the Customer from time to time.

Minimum Period: the minimum period that the Services will be provided pursuant to the Contract, as described in the Order Form.

Services: the services to be provided by Uni-Tel pursuant to the Contract, as described in the Order Form.

Service Equipment: means equipment (including but not limited to any data collection and call routing devices, routers, switches, handsets, and other telecommunications equipment) which Uni-Tel (or a third party on Uni-Tel’s behalf) may from time to time deliver to and / or install at the Customer’s premises for the purposes of providing the Services.

Service Provider: Suppliers who supply broadband, mobile and telephony services other than BT.

Software: means any software used by Uni-Tel (or a third party on Uni-Tel’s behalf) to provide the Services.

Services Start Date: the day on which Uni-Tel is to start provision of the Services, as set out in the Order Form or Contract.

Supplier IPRs: all Intellectual Property Rights subsisting in the Services.

VAT: value added tax chargeable in the UK at the current rate.

1.2 Interpretation:

(a) a reference to a statute or statutory provision is a reference to such statute or provision as amended or re-enacted from time to time. A reference to a statute or statutory provision shall include all subordinate legislation made from time to time under that statute or statutory provision;

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

(c) a reference to writing or written includes emails.

  1. Commencement and term

2.1 Subject at all times in accordance with the provisions of these terms and conditions, the provision of each service provided by Uni-Tel to the Customer shall commence on the Service start date and continue until the expiration of the Minimum Term. Following the expiry of the Minimum Term, the Contract for the provision of the service(s) shall automatically renew for successive periods of 12 months unless either party serves on the other not less than three months’ (90 days) written notice of termination, such notice to expire at the end of the minimum term or an anniversary of the date on which the minimum term expires.

  1. Installation; Supply of the Services

3.1 Where applicable, Uni-Tel or its appointed agent will deliver and install the Service Equipment and the Software at the Delivery Location. Delivery Dates are approximate only, and the time of delivery is not of the essence. Uni-Tel shall not be liable for any delay in delivery or installation of any Service Equipment that is caused by:

(a) a Force Majeure Event; or

(b) the Customer’s failure to provide Uni-Tel with adequate delivery instructions, access to its premises or any other instructions that are relevant to the delivery or installation of any Service or Equipment.

3.2 Where access to the Services is facilitated through BT or alternative Service Provider number porting, the Customer authorises Uni-Tel (or someone authorised by Uni-Tel) to have the respective numbers routed by Uni-Tel (or someone authorised by Uni-Tel) instead of BT or alternative Service Provider and to forward appropriate details of the Customer’s porting application for the Services to Uni-Tel (or someone authorised by Uni-Tel). All number porting is at the discretion of BT or alternative Service Provider and Uni-Tel makes no guarantee that any number can be ported.

3.3 The Customer agrees to give Uni-Tel not less than thirty (30) days written notice if it requires any number to be ported and agrees that Uni-Tel may make a “no authority” rejection of any number porting request that has not been notified to Uni-Tel in accordance with this clause.

3.4 In order to use Uni-Tels Telephone System or Services, if not supplied by Uni-Tel the Customer acknowledges and agrees that it must have an existing BT or any other non-cable network telephone line or for the use of Hosted Telephony, or adequate broadband connectivity to operate the services provided by Uni-Tel.

3.5 Except where the Services are the installation of broadband, Uni-Tel’s provision of the Services is subject to broadband being available at the Delivery Location and its activation. If any installation work is needed at the Delivery Location before Uni-Tel can provide the Services, the Customer must arrange this through Uni-Tel or an authorised third party.

3.6 If the Service Equipment does not include a router provided and installed by Uni-Tel, Uni-Tel shall not be liable for any lack of Service that is a result of any fault with, or due to a faulty installation or misconfiguration of the Customer’s router.

3.7 In certain limited conditions, Uni-Tel will not be able to provide the Services at the Delivery Location for technical reasons beyond Uni-Tel’s control or some limitation will become apparent after the commencement of Service has started to be provided, in either case the Services will have to be withdrawn and the Contract terminated.

3.8 Assuming the above conditions have been met, Uni-Tel shall supply the Services to the Customer from the Services Start Date in accordance with the Contract.

3.9 If after the Services have commenced, the Services needs to be provided to a different location other than the Delivery Location, additional Charges will apply which will be notified in writing to the Customer at such time.

3.10 Uni-Tel shall use its reasonable endeavours to provide uninterrupted telephone and internet services, however no warranty or other representation is given by Uni-Tel that any telephone or internet service will be error or fault free or offer all of the services and facilities associated with traditional telephone and internet lines (and for this reason, the Customer shall ensure that appropriate alternative arrangements are in place for the making of emergency calls). Uni-Tel shall have no liability to the Customer in respect of any interruptions to any telephone or internet service and the Customer shall not be entitled to any refund of Charges (or to withhold payment of any Charges). In particular, the Customer acknowledges that the performance of any telephone or internet services may be impaired by the uploading or downloading of data by the Customer across the same network used to provide those telephone and internet services and that Uni-Tel shall have no liability to the Customer in such circumstances.

3.11 Where the Customer uses equipment in connection with any telephone or internet service of a type not approved for use with that Service by Uni-Tel, Uni-Tel shall have no liability to the Customer (including to pay Service Credits) as a result of any errors or faults with any Service which are attributable to the Customers use of such unapproved equipment.

3.12 The Service shall include the following technical support services:

(a) the technical support services can only be reached by calling the Technical Support Number listed in the Order Form or Contract, or any other telephone number notified in writing to the Customer, Uni-Tel will not provide any technical support services through any other method of communication.

(b) Uni-Tel will use its best efforts to offer technical support services, without additional charge, during the normal working hours of 8am to 5pm, Monday to Friday (excluding bank holidays) with a response time of four (4) hours for all faults reported in accordance with this Contract.

(c) Uni-Tel shall carry out repairs and provide replacements, arising solely from normal use and fair wear and tear for equipment covered by a valid maintenance agreement or manufacture’s Guarantee without additional charge. However, Uni-Tel shall not be responsible for any faults caused by the negligence, default or misuse by the Customer or the Customer’s employees or agents, or by fluctuating mains voltage nor for any faults of BT or any other public telecommunications operator or Service Provider nor for the faults occasioned by the use of consumable materials which have not been supplied by Uni-Tel and in such circumstances Uni-Tel reserves the right to charge for its labour, travel and material costs; and

(d) if Uni-Tel is contacted outside of the times stated in (a) above then Uni-Tel may provide support but only if there is a resource available and it makes no guarantee that any support will be provided. If support is provided, then a callout Charge will be applicable to carry out the works remotely or to provide on-site attendance at the callout Charge applicable at the time of the call and which will be notified to the Customer at such time.

3.13 In supplying the Services, Uni-Tel shall:

(a) perform the Services with reasonable care and skill;

(b) comply with all applicable laws, statutes, regulations and codes from time to time in force provided that Uni-Tel shall not be liable under the Contract if, as a result of such compliance, it is in breach of any of its obligations under the Contract; and

(c) observe all reasonable health and safety rules and regulations and security requirements that apply at any of the Customer’s premises and have been communicated to Uni-Tel, provided that Uni-Tel shall not be liable under the Contract if, as a result of such observation, it is in breach of any of its obligations under the Contract.

4 Equipment

4.1 Where as part of any Service, Uni-Tel or a third party installs Equipment or Software at any premises of the Customer, such Equipment and Software shall at all times remain in the ownership of Uni-Tel or the third party owner. The Customer shall not acquire any rights of ownership in or title to any such Equipment or Software and shall not (whether by operation of law or otherwise), have any lien, charge or similar rights over such Equipment or Software.

4.2 Risk of damage to or loss of any Equipment or Software of Uni-Tel or the third party owner installed at any premises of the Customer shall be borne by the customer from the time such Equipment or Software is installed by Uni-Tel or the third party until Uni-Tel or the third party commences its removal. The Customer shall ensure that such equipment and software is insured at its own cost against fire, theft and all usual risks (including loss or damage caused by an event of Force Majeure). In the event of any damage to or loss of any Equipment or software whilst at the risk of the Customer (other than damage or loss caused by Uni-Tel or the third party), the Customer shall pay to Uni-Tel the cost of repairing or replacing (as applicable) the Equipment or Software in question regardless of whether or not such costs are recoverable by the Customer under the policy of insurance maintained by it.

4.3 Where Uni-Tel agrees to sell any equipment to the customer and delivers such equipment to the Customer prior to payment being received, risk of damage to or loss of that equipment shall pass to the Customer upon delivery. Title to any such equipment shall remain with Uni-Tel until payment for that equipment in full is received from the Customer, at which point title shall transfer to the Customer. Prior to title passing to the Customer, Uni-Tel shall be entitled to enter any premises of the Customer at any time to recover that equipment should payment for it be overdue from the customer.

4.4  In respect of any Equipment or Software installed at any Customer premises, the Customer shall:

4.4.1  Take reasonable care of that Equipment and Software, such obligation to include prohibiting any person other than those authorised by Uni-Tel to access, damage, alter, tamper with, move, remove, replace or repair that Equipment or Software;

4.4.2  Immediately inform Uni-Tel of any damage to, loss of or alterations to such Equipment or Software;

4.4.3  Maintain at its own cost any operating environment for that Equipment or Software as may be reasonably specified by Uni-Tel from time to time;

4.4.4  Provide at its own cost an adequate electricity supply and suitable earth connections for that Equipment or Software;

4.4.5  Not remove, alter, or obscure any labels or markings which identifies that Equipment or Software as the property of Uni-Tel or a third party; and

4.4.6  Not charge, mortgage, or otherwise encumber that Equipment or Software.

  1. Customer’s obligations

5.1 The Customer shall:

(a) co-operate with Uni-Tel in all matters relating to the Services;

(b) provide to Uni-Tel, its agents, subcontractors, consultants and employees, in a timely manner and at no charge, access to the Customer’s premises, office accommodation, data and other facilities as reasonably required by Uni-Tel or any of them;

(c) provide, in a timely manner, such information as Uni-Tel may reasonably require, and ensure that it is accurate and complete in all material respects; and

(d) use the Services at all times in accordance with the Mandatory Policies.

(e) provide to Uni-Tel, its agents, subcontractors, consultants and employees access to any Asbestos register or any other information regarding health and safety risks on the customers premises.

5.2 If Uni-Tel’s performance of its obligations under the Contract is prevented or delayed by any act or omission of the Customer, its agents, subcontractors, consultants or employees, Uni-Tel shall:

(a) not be liable for any costs, charges or losses sustained or incurred by the Customer that arise directly or indirectly from such prevention or delay;

(b) be entitled to payment of the Charges despite any such prevention or delay; and

(c) be entitled to recover any additional costs, charges or losses Uni-Tel sustains or incurs that arise directly or indirectly from such prevention or delay.

5.3 The Customer acknowledges and understands that:

(a) the service underlying the Services is provided to Uni-Tel by a third-party and Uni-Tel does not guarantee the uptime, stability or security of that underlying service which may be subject to scheduled downtime, limitations, delays and other problems arising out of the use of communications networks and facilities that are beyond the control of Uni-Tel and the existence of any such errors or any other errors in the Service shall not constitute a breach of the Contract;

(b) in order to use the Services, the Customer must have a broadband connection and where the broadband connection is provided by a third-party, Uni-Tel assumes no responsibility or responsibility for such third- party broadband service; and

(c) the Services (where applicable) should not be used to make emergency calls.

  1. Data Protection

Uni-Tel will only use personal information in accordance with Data Protection Legislation.

  1. Intellectual Property

Uni-Tel and its licensors shall retain ownership of all Supplier IPRs. Uni-Tel grants the Customer or shall procure the direct grant to the Customer of, a fully paid-up, worldwide, non-exclusive, royalty-free, licence to Uni-Tel IPRs for the purpose of receiving and using the Services during the term of the Contract.

  1. Charges and payment

8.1 In consideration for the provision of the Services, the Customer shall pay Uni-Tel the Charges in accordance with this clause 8.

8.2 All amounts payable by the Customer exclude amounts in respect of VAT, which the Customer shall additionally be liable to pay to Uni-Tel at the prevailing rate (if applicable), subject to receipt of a valid VAT invoice.

8.3 Uni-Tel shall submit invoices for the Charges plus VAT if applicable to the Customer on a monthly basis. Each invoice shall include all reasonable supporting information required by the Customer.

8.4 The Customer shall pay invoices in full in cleared funds in accordance with the payment terms specified in each respective invoice. Payment shall be made to the bank account nominated in writing by Uni-Tel by direct debit.

8.5 Uni-Tel will send the Customer an email with instructions on how to set up the direct debit. Uni-Tel will continue collecting the monthly Charges by direct debit until this Contract is terminated in accordance with its terms. If the Customer’s bank account details change at any point during the term of the Contract, the Customer must notify Uni-Tel and set up a new direct debit using the new details. The Customer may cancel the direct debit at any time; however, it will still owe Uni-Tel any remaining monthly Charges which will then have to be paid via bank transfer.

8.6 If the Customer fails to make any payment due to Uni-Tel under the Contract by the due date for payment, then, without limiting Uni-Tel’s remedies under clause 10:

(a) If the Customer fails to make any payment on the due date then, without limiting any other right or remedy available to Uni-Tel (such failure to pay being a material breach of this agreement), Uni-Tel may charge the Customer an administration fee of £25 and interest (both before and after any judgment) on the amount unpaid, at the rate of 8 per cent per annum above the bank base rate from time to time, until payment in full is made (a part of a month being treated as a full month for the purpose of calculating interest); and

(b) Uni-Tel may immediately and without notice suspend all Services until payment has been made in full.

8.7 All amounts due under this agreement from the Customer to Uni-Tel shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law). Uni-Tel may at any time, without limiting any of its other rights or remedies, set off any amount owing to it against any amount payable by Uni-Tel to the Customer.

8.8 The Customer authorises Uni-Tel to vary the amount, frequency and time of any Direct Debit to such level as Uni-Tel deem reasonably appropriate (a) to take account of either an increase or decrease in usage of the Services by the Customer (b) to reduce such indebtedness of the Customer to Uni-Tel and/or (c) to such other operational matter affecting the Services as Uni-Tel shall in its discretion deem reasonable.

8.9 If any payment is cancelled or returned unpaid by the Customer’s bank or if the Customer fails to discharge any invoice within 7 days of its due date, then without prejudice to any right or remedies under this Agreement, Uni-Tel shall from the time of such failure provide the Services at the standard published usage charges and in addition the Customer agrees to pay Uni-Tel an administration fee of £25.00. For the avoidance of doubt the time of payment is of the essence of this Agreement and a failure to pay on time or the cancellation of a Direct Debit shall be a material breach of contract allowing Uni-Tel to terminate this Agreement immediately. Invoices paid by credit card incur an additional £5 or 3% charge of the transaction whichever is the greater.

8.10 The Customer remains liable for all charges whether the Customer or someone else used the services and whether the services were used with the Customer’s knowledge and consent or otherwise including and not limited to calls made by a rogue callers and calls made by any third party who has gained unauthorised access to the Customer’s system.

8.11 Uni-Tel retains the right to vary the charges set out in the tariff that is not included in any Price Guarantee promotion at any time upon giving the Customer 7 days’ notice. Such notice to be given either on the monthly invoice, email communication or on www.uni-tel.co.uk, and continued use of the Service is deemed acceptance of these changes.

8.12 Uni-Tel reserves the right to increase its charges for services if BT or its other Service providers increase their wholesale rates in line with the RPI/CPI index.

8.13 Uni-Tel shall also be entitled to increase the Charges for any Service following the expiry of the Minimum Term for the Service in question by serving not less than 28 days’ written notice on the Customer.

  1. Limitation of liability

9.1 Uni-Tel has obtained insurance cover in respect of certain aspects its own legal liability for individual claims not exceeding £100,000. The limits and exclusions in this clause reflect the insurance cover Uni-Tel has been able to arrange and the Customer is responsible for making its own arrangements for the insurance of any excess liability.

9.2 Neither party may benefit from the limitations and exclusions set out in this clause in respect of any liability arising from its deliberate default.

9.3 Nothing in this clause shall limit the Customer’s payment obligations under the Contract.

9.4 Nothing in this Contract shall limit or exclude Uni-Tel’s liability for:

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

(b) fraud or fraudulent misrepresentation;

(c) breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982; or

(d) any matter in respect of which it would be unlawful for Uni-Tel to exclude or restrict liability.

9.5 Subject to clause 9.2:

(a) Uni-Tel shall not be liable to the Customer, whether in contract, tort (including negligence), misrepresentation, restitution or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract; and

(b) Uni-Tel’s total liability to the Customer for all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), misrepresentation, restitution or otherwise, shall not exceed the total sums paid and/or payable by the Customer for Services under the Contract.

9.6 Subject to clause 9.2, clause 9.3 and clause 9.4, this clause 9.6 sets out the types of loss that are wholly excluded:

(a) loss of profits;

(b) Loss of anticipated profit:

(c) loss of sales or business;

(d) loss of agreements or contracts;

(e) loss of savings or anticipated savings;

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

(g) loss of or damage to goodwill; and

(h) indirect or consequential loss.

9.7 Uni-Tel has given commitments as to compliance of the Services with relevant specifications in clause 3. In view of these commitments, the terms implied by sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.

9.8 Unless the Customer notifies Uni-Tel that it intends to make a claim in respect of an event within the notice period, Uni-Tel shall have no liability for that event. The notice period for an event shall start on the day on which the Customer became, or ought reasonably to have become, aware of the event having occurred and shall expire one (1) month from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.

  1. Termination

10.1 Without limiting its other rights or remedies, either party may terminate this Contract with immediate effect by giving written notice to the other party if:

(a) the other party commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within thirty (30) days of that party being notified in writing to do so;

(b) the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), obtaining a moratorium, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business;

(c) the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or

(d) the other party’s financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of this agreement is in jeopardy.

10.2 Without limiting its other rights or remedies, Uni-Tel may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under the Contract on the due date for payment and remains in default not less than fourteen (14) days after being notified in writing to make such payment or there is a change of control of the Customer.

10.3 Uni-Tel reserves the right to manage or regulate the Customer’s usage of the Services. If Uni-Tel believe that the Customer’s use of the Services is or continues to be in breach of any Mandatory Policy or that it adversely affects the network of the underlying supplier (or any part of it) or Uni-Tel’s other customers’ use of its Services, then Uni-Tel may terminate the Services with immediate effect.

10.4 On termination of the Contract for whatever reason:

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

(b) any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Contract shall remain in full force and effect; and

(c) termination or expiry of the Contract shall not affect any of the rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, 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.

(d) The Customer shall return or make available any equipment supplied by Uni-Tel that was supplied as part of any service where the customer did not purchase the equipment upfront.

  1. General

11.1 Force majeure. Neither party shall be in breach of this Contract nor liable for delay in performing, or failure to perform, any of its obligations under this Contract if such delay or failure result from a Force Majeure Event. If the period of delay or non-performance continues for two (2) months, the party not affected may terminate this Contract by giving fourteen (14) days written notice to the affected party.

11.2 Assignment and other dealings.

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

(b) Uni-Tel may at any time assign, transfer, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights under this agreement.

11.3 Confidentiality.

(a) Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party or of any member of the group to which the other party belongs, except as permitted by clause 11.3(b). For the purposes of this clause 11.3, group means, in relation to a party, that party, any subsidiary or holding company from time to time of that party, and any subsidiary from time to time of a holding company of that party.

(b) Each party may disclose the other party’s confidential information:

(i) to its employees, officers, representatives or advisers who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under or in connection with this agreement. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party’s confidential information comply with this clause 11.3; and

(ii) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

(c) No party shall use any other party’s confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with this Contract.

11.4 Entire agreement.

(a) This Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

(b) Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.

11.5 Variation. No variation of this Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

11.6 Waiver. No failure or delay by a party to exercise 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 the 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.

11.7 Severance. 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.

11.8 Notices.

(a) Any notice or other communication given to a party under or in connection with the Contract shall be in writing, addressed to that party at its registered office or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, or sent by pre-paid first class post or other next working day delivery service, commercial courier or email.

(b) A notice or other communication shall be deemed to have been received: if delivered by hand, when left at the address referred in clause 11.8(a); if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed; or, if sent by email, one Business Day after transmission.

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

11.9 Third party rights. No one other than a party to this Contract and their permitted assignees shall have any right to enforce any of its terms.

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

11.11 Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Contract or its subject matter or formation.

Schedule 1: Mandatory Policies

Acceptable Use Policy

The Service(s) may not be used in an unreasonable, abusive or improper manner to include, without limiting the generality of the foregoing, the use of the Service(s) (where applicable):

  1. in a fraudulent and / or criminal manner; or
  2. in any illegal manner; or
  3. for conduct which constitutes harassment of any person; or
  4. for the transmission of material, which is abusive, defamatory, offensive, indecent, or of an obscene or menacing nature; or
  5. in a manner which constitutes a violation or infringement of the rights of any person; or
  6. for the purpose of mis-selling including but not limited to the practices commonly referred to as “slamming” and “spamming”; or
  7. to download, send or upload content of an excessive size, quantity or frequency; or
  8. to knowingly transmit any data, send or upload any material that contains viruses, Trojan horses, worms, time-bombs, keystroke loggers, spyware, adware or any other harmful programs or similar computer code designed to adversely affect the operation of any computer software or hardware; or in a manner which causes or is likely to cause unreasonable congestion of the underlying service provider’s network including, without limiting the generality of the foregoing, the use of automated dialing equipment, dialing sequential numbers and / or the dialing of telephone numbers that do not exist in any way which threatens the integrity and/or security of any network or computer system; or
  9. for any activity which is reasonably perceived as artificially inflated traffic with respect to revenue call share numbers (where the terminating operator receives a share of the billed revenue), short codes and premium numbers which have a cost to the end-user; or
  10. for any activity which comprises more than one (1) call exceeding four (4) hours in duration in any twenty-four-hour period; or
  11. in any way which degrades or interferes with other users’ use of the Services.