1. INTERPRETATION

1.1 Definitions. 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; and
(e) Mobile Services the Handover Date in respect of those Mobile Services.

Company: GGS TELECOMS LIMITED  T/A GGS Telecom a company registered in England and Wales with company number 08325930 of Office A, Second Floor 26 Haslucks Green Road, The Exchange, Shirley, Solihull, West Midlands, England, B90 2EL

Company Website: www.ggstelecoms.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 9.3.

Data Protection Laws: all applicable data protection and privacy legislation and regulations in force from time to time (for so long as and to the extent that they apply to the Company) including, where applicable, the Data Protection Act 2018, the UK General Data Protection Regulation (EU) 2016/679 and any amendment or replacement to it, the Privacy and Electronic Communications Directive 2002/58/EC (as updated by Directive 2009/136/EC), the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) and any laws of the European Union relating to data protection and privacy which are applicable to the Company and/or the Service Customer.

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.

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.

Extended Term: in relation to:
(a) a Contract for the supply of Fixed Network Services has the meaning given to it in clause 5.2 or if applicable, clause 5.3; and
(b) a Contract for the supply of Data Services has the meaning given to it in clause 6.3 or if applicable, clause 6.4;
(c) a Contract for the supply of Maintenance Services has the meaning given to it in clause 4.11 or if applicable, clause 4.12; and
(d) a Contract for the supply of the IT Support Services has the meaning given to it in clause 7.3 or if applicable, clause 7.4.

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.

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 contract term that applies to the relevant Services, which shall, unless a different minimum term is specified in the relevant Service Specific Conditions section of the Services Order Form, or varied in accordance with this Contract, be the period of three years commencing on the Commencement Date.

Mobile Services: the mobile services to be provided by the Company to the Service Customer as specified in the Services Order Form.

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

Notes Section: the secti0on 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, IT Support Services and/or Mobile 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 not being a communications provider and who has 10 or fewer individuals working for that Service Customer (whether as employees, volunteers or otherwise) or as defined by Ofcom regulations as amended from time to time.

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 standard tariff as set out at the Company Website or as provided by the Company to the Service Customer and as varied in the Notes Section of the Services Order Form for Fixed Network Services, Data Services and the IT Support Services as attached to the Services Order Form and as amended or notified to the Service Customer from time to time.

Terms and Conditions: these terms and conditions as amended from time to time in accordance with clause 20.7.

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).

1.2 Construction.
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

2.1 The sending of any Services Order Form by the Company to the Service Customer from time to time shall constitutes 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.

2.2 Each 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) 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, 5.6, 6.6 and 7.6). If the Company has not received the Services Order Form duly signed for or on behalf of the Service Customer within 3 months from the date on which it is sent to 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.

2.3 Where 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.

2.4 This 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 Owner, Supplier 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).

2.5 Any samples, drawings, descriptive matter or advertising issued by the Company, and any descriptions or illustrations contained in the Company’ 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.

2.6 These 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.

2.7 Any 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.

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Last revision: 14/01/25 | Owner: Commercial Director

2.8 The 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.

2.9 Except 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).

2.10 To 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).

3. SUPPLY OF SERVICES

3.1 The 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.

3.2 The 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.

3.3 The 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 which notification may be via the Company’s website.

3.4 The Company shall have the right to withdraw any Services on 30 days’ notice at its sole discretion.

3.5 The 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.

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

4.1 Any 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.

4.2 Delivery 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.

4.3 Notwithstanding 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’ 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.

4.4 The 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.

4.5 If 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.

4.6 The 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.

4.7 The 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.

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

4.9 It 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.

4.10 The 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.

4.11 Subject to clause 2.2, supply of the Maintenance Services shall commence on the Commencement Date and shall continue for the Minimum Term and thereafter the Maintenance Services Contract shall automatically extend for three years (Extended Term) at the end of the Minimum Term and at the end of each Extended Term. A party may give notice in writing to the other party no later than 90 days before the end of the Minimum Term or the relevant Extended Term, to terminate the Maintenance Services Contract at the end of the Minimum Term or the relevant Extended Term, as the case may be.

4.12 If for any reason clause 4.11 is deemed to be unreasonable and unenforceable by way of a final court judgement then this clause 4.12 shall apply instead. Subject to clause 2.2, supply of the Maintenance Services shall commence on the Commencement Date and shall continue for the Minimum Term and thereafter the Maintenance Services Contract shall automatically extend for 12 calendar months (Extended Term) at the end of the Minimum Term and at the end of each Extended Term. A party shall give notice in writing to the other party no later than 90 days before the end of the Minimum Term or the relevant Extended Term, to terminate the Maintenance Services Contract at the end of the Minimum Term or the relevant Extended Term, as the case may be.

The 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.

4.13 The 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 lightening;
(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.

4.14 In 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 4.16, the Company shall be entitled to charge additional fees for such services calculated in accordance with clause 10.5.

4.15 In 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.

4.16 In 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.

4.17 The 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.

4.18 Subject 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.

4.19 If the Service Customer terminates a Contract (in whole or in part) for Maintenance Services before the end of any applicable Minimum Term or Extended Term, 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 or Extended Term (as the case may be).

4.20 The following provisions of this clause 4.21 shall apply in the event that after the Handover Date the Service Customer terminates the Contract for Maintenance Services prior to the expiry of the Minimum Term or the Extended Terms as the case may be:
(a) In this clause 4.21 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 Data Services with the Service Customer terminates prior to the end of the Minimum Term or the Extended Term as the case may be.
(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 or where applicable the end of an Extended Term (as the case may be) 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

5.1 Subject to clause 2.2 and clause 5.4, the supply of the Fixed Network Services shall commence on the Commencement Date and shall continue for the Minimum Term.

5.2 Subject to clause 5.4, the Fixed Network Services Contract shall automatically extend for three years (Extended Term) at the end of the Minimum Term and at the end of each Extended Term. A party may give notice in writing to the other party no later than 90 days before the end of the Minimum Term or the relevant Extended Term to terminate the Fixed Network Services Contract at the end of the Minimum Term or the relevant Extended Term, as the case may be.

5.3 In the event that clause 5.2 is deemed to be unreasonable and unenforceable by way of a final court judgement then this clause 5.3 shall apply instead. Subject to clause 5.4, the Fixed Network Services Contract shall automatically extend for 12 calendar months (Extended Term) at the end of the Minimum Term and at the end of each Extended Term. A party may give notice in writing to the other party no later than 90 days before the end of the Minimum Term or the relevant Extended Term to terminate the Fixed Network Services Contract at the end of the Minimum Term or the relevant Extended Term, as the case may be.

5.4 Where the Service Customer is a Small Business Service Customer, the Service Customer may terminate the Fixed Network Services Contract by giving not less than 90 days prior notice in writing to the Company, such notice to expire no earlier than the end of the Minimum Term thereafter the Fixed Network Services Contract shall continue with the Small Business Service Customer subject to either party’s right to terminate the Fixed Network Services Contract on 90 days’ prior written notice to the other party.

5.5 The 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.

5.6 The 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 5.7.

5.7 The 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 endeavors to correct or cure any interruption, fault or error with the Fixed Network Services in accordance with the Company’ Fault Handling Policy, save that time shall not be of the essence.

5.8 Notwithstanding 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.

5.9 All 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.

5.10 In 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 6.13 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.

5.11 Any 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.

5.12 Upon 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.

5.13 The 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.

5.14 Where 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.

5.15 The 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.

5.16 The 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 of £500 (exc. VAT).

5.17 The following provisions of this clause 5.17 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 or the Extended Terms as the case may be:
(a) In this clause 5.17 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 5.17 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 or where applicable the end of an Extended Term (as the case may be), 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).

5.18 The following provisions of this clause 5.18 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 or the Extended Terms as the case may be:
(a) In this clause 5.18 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 at the 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 or the Extended Term as the case may be.
(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 clause 5.2 or 5.3 if applicable (and/or 5.4 where the Service Customer is a Small Business Service Customer) before the end of the Minimum Term or where applicable the end of an Extended Term (as the case may be) 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.

5.19 The 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.

5.20 Where 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.

5.21 Where 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 and their priority treatment cannot be guaranteed and that any suspension or interruption of the VOIP service may result in the Service Customer being unable to make emergency calls;
(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;

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Last revision: 14/01/25 | Owner: Commercial Director

(c) the Service Customer acknowledges that the VOIP service may sometimes be limited, unavailable or interrupted due to events beyond the Company’ control, such as those specified in clause 19.1 (force majeure); and
(d) the VOIP services may not offer all of the features or resilience that the Service Customer may expect from a conventional telephone line.

6. TERMS APPLICABLE TO DATA SERVICES

6.1 Subject to clause 6.6, the supply of the Data Services shall commence on the Commencement Date and shall continue for the Minimum Term.

6.2 Subject 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.

6.3 Subject to clause 6.5 the Data Services Contract shall automatically extend for three years (Extended Term) at the end of the Minimum Term and at the end of each Extended Term. Either party may give notice in writing to the other party no later than 90 days before the end of the Minimum Term or of the end of the relevant Extended Term, to terminate the Data Services Contract at the end of the Minimum Term or the relevant Extended Term, as the case may be.

6.4 If for any reason clause 6.3 is deemed to be unreasonable and unenforceable by way of a final court judgement, then this clause 6.4 shall apply instead. Subject to clause 6.5 the Data Services Contract shall automatically extend for 12 calendar months (Extended Term) at the end of the Minimum Term and at the end of each Extended Term. Either party may give notice in writing to the other party no later than 90 days before the end of the Minimum Term or of the end of the relevant Extended Term, to terminate the Data Services Contract at the end of the Minimum Term or the relevant Extended Term, as the case may be.

6.5 Where the Service Customer is a Small Business Service Customer, the Service Customer may terminate the Data Services Contract by giving not less than 90 days’ notice in writing to the Company, such notice to expire no earlier than the end of the Minimum Term. Thereafter the Data Services Contract shall continue with the Small Business Service Customer subject to either party’s right to terminate the Data Services Contract on 90 days’ prior written notice to the other party.

6.6 The 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’ satisfaction accurate information and data to enable the Company to calculate the Charges and to carry out or commission a site survey.

6.7 If, following carrying out the surveys referred to in clause 6.6, 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.

6.8 The 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 6.9.

6.9 The Service Customer shall notify the Company of any interruption, fault or error with the Data Services in accordance with the Company’ 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’ Fault Handling Policy, save that time shall not be of the essence.

6.10 Notwithstanding 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.

6.11 In relation to the use of the Data Services the Service Customer agrees and where appropriate accepts:
(a) to comply with the obligations in clauses 5.10(a) to 5.10(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’ 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 Customers 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.

6.12 The 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.

6.13 Where 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 and their priority treatment cannot be guaranteed and that any suspension or interruption of the VOIP service may result in the Service Customer being unable to make emergency calls;
(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’ control, such as those specified in clause 19 (Force Majeure); and
(d) the VOIP services may not offer all of the features or resilience that the Service Customer may expect from a conventional telephone line.

6.14 Other 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.

6.15 Upon 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.

6.16 Where 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.

6.17 The 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.

6.18 The 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.

6.19 The following provisions of this clause 6.19 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 or the Extended Terms as the case may be:
(a) In this clause 6.19 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 or the Extended Term as the case may be.
(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 clause 6.3 or 6.4 if applicable (and/or 6.5 where the Service Customer is a Small Business Service Customer) before the end of the Minimum Term or where applicable the end of an Extended Term (as the case may be) 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

7.1 For 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.

7.2 Subject to clause 2.2, the supply of the IT Support Services shall commence on the Commencement Date and continue for the Minimum Term.

7.3 The IT Support Services Contract shall automatically extend for three years (Extended Term) at the end of the Minimum Term and at the end of each Extended Term. Either party may give notice in writing to the other party no later than 90 days before the end of the Minimum Term or the relevant Extended Term, to terminate the IT Support Services Contract at the end of the Initial Period or the relevant Extended Term, as the case may be.

7.4 If for any reason clause 7.3 is deemed to be unreasonable and unenforceable by way of a final court judgement, then this clause 7.4 shall apply instead. The IT Support Services Contract shall automatically extend for 12 calendar months (Extended Term) at the end of the Minimum Term and at the end of each Extended Term. Either party may give notice in writing to the other party no later than 90 days before the end of the Minimum Term or of the end of the relevant Extended Term, to terminate the IT Support Services Contract at the end of the Minimum Term or the relevant Extended Term, as the case may be.

7.5 The 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.

7.6 Subject 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.

7.7 In 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.

7.8 The 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.

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

7.10 The 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.

7.11 In 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 10.10.

7.12 The 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 3.4 and this clause 7.13 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.

7.13 The 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.

7.14 The 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 7.14.

7.15 Introduction Fees and Non-Solicitation of the Company Employees
(a) In this clause 7.15 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 7.15(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 7.16(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 7.15(c).

8. TERMS APPLICABLE TO MOBILE SERVICES

8.1 For the purpose of the Mobile Services, the following terms shall have the following meanings:
Airtime Provider: the relevant mobile network operator or wireless communications service provider.
Connection: connection to any Airtime Provider’s network.
Hardware Fund: the fund allocated to the Service Customer to allow it to purchase equipment in connection with the Mobile Services.
Support Hours: 08:30 to 17:30 (GMT).
Mobile Services: the mobile services to be provided by the Company to the Service Customer, where the Service Customer is directly contracted with the Company and not an Airtime Provider.

8.2 The Mobile Services shall commence on the Commencement Date and continue for the Minimum Term.

8.3 In the case of Mobile Services, the Mobile Services Contract shall automatically extend for three years (Extended Term) at the end of the Minimum Term and at the end of each Extended Term. Either party may give notice in writing to the other party no later than 90 days before the end of the Minimum Term or the relevant Extended Term, to terminate the Mobile Services Contract at the end of the Initial Period or the relevant Extended Term, as the case may be.

8.4 If for any reason clause 8.3 is deemed to be unreasonable and unenforceable by way of a final court judgement then this clause 8.4 shall apply instead. The Mobile Services Contract shall automatically extend for 12 calendar months (Extended Term) at the end of the Minimum Term and at the end of each Extended Term. Either party may give notice in writing to the other party no later than 90 days before the end of the Minimum Term or of the end of the relevant Extended Term, to terminate the Mobile Services Contract at the end of the Minimum Term or the relevant Extended Term, as the case may be.

8.5 Where the Service Customer is a Small Business Service Customer, the Service Customer may terminate the Mobile Services Contract by giving not less than 90 days’ notice in writing to the Company, such notice to expire no earlier than the end of the Minimum Term. Thereafter the Mobile Services Contract shall continue with the Small Business Service Customer subject to either party’s right to terminate the Mobile Services Contract on 90 days’ prior written notice to the other party.

8.6 The provision of any Mobile Services by the Company under a Mobile Services Contract is conditional on:
(a) the Service Customer providing to the Company to its satisfaction accurate information and data to enable the Company to provide Mobile Services;
(b) Network coverage; and
(c) Availability of equipment.

8.7 Subject to the Service Customer’s payment of the Charges, the Company will provide remote support for the Mobile Services to the Service Customer during Support Hours, including the operation and maintenance of a telephone helpdesk to receive and process any requests for support in respect of the Mobile Services.

8.8 In relation to the use of the Mobile Services the Service Customer agrees:
(a) that any support for the Mobile Services shall be provided by the Company remotely, unless otherwise agreed;
(b) to keep their data backed-up and ensure that software updates are maintained;
(c) 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.

8.9 The Service Customer acknowledges and agrees that:
(a) the Company bears no responsibility for and will not be liable for any loss suffered by the Service Customer as a result of any fault that is caused by an error or defect in the network, software or any hardware provided or supplied to the Service Customer;
(b) the sole responsibility of the Company in respect of any issues with hardware supplied under or in connection with the Mobile Services 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; and
(c) the Company will not be liable for any loss of data, loss of productivity or financial losses incurred or corrupt back-ups of data or back-up procedures, network outages, or errors, failures or defects in the operating system.

8.10 The Company warrants to the Service Customer that the Mobile Services will be rendered by personnel with appropriate skills and experience to provide the Mobile Services. The Service Customer agrees that he Company cannot guarantee that the Mobile Services will work without interruption or error. Any interruption, fault or error must be notified to the Company using the telephone helpdesk referred to in clause 8.6. The warranties provided by the Company in clause 3.4 and this clause 8.9 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 Mobile Services.

8.11 The Service Customer warrants to the Company that, where the Company provides the Mobile Services and the Service Customer uses equipment it owns or has the benefit of using, the Service Customer either owns such equipment or has a valid right to use it, and the Service Customer further warrants that it is the Service Customer’s responsibility to ensure any such equipment works and is suitable as is for the Service Customer to receive and/or use the Mobile Services. By way of example and without limitation, the Service Customer must check and ensure that any handset it proposes to use is unlocked and this shall not be the responsibility of the Company.

8.12 Notwithstanding 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 the Airtime Provider that may (wholly or partially) cause, impact or result in any interruption, fault error with or withdrawal of (temporarily or permanently) the Mobile Services.

8.13 The 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 8.11.

8.14 Any equipment supplied or installed by the Company to the Service Customer in connection with the Mobile Services (including but not limited to SIMs, handsets and any subsidised equipment) shall at all times remain the property of the Company, except where the equipment has been purchased by the Service Customer in accordance with clause 4. Clause 4.3 and clause 4.4 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.

8.15 Upon termination of the Mobile Services Contract (for whatever reason), the Service Customer shall return any handsets and SIMs installed or supplied by the Company to the Service Customer in connection with the Mobile Services at the Service Customer’s cost. If such handsets and SIMs are not returned within seven (7) days following the termination of the Mobile Services Contract, the Company reserves the right to charge the Service Customer a fee in respect of each handset, such fee being the full market value of the handset(s) at the time of being supplied to the Service Customer.

8.16 In relation to any equipment that is supplied or installed by the Company to the Service Customer in connection with the Mobile Services hereunder, except for equipment purchased by the Service Customer under clause 4, the following shall apply:
(a) The Service Customer shall notify the Company in writing within three (3) Business Days of receipt if any of the equipment is damaged, or if the order has been incorrectly fulfilled;
(b) the Company is not obliged to offer the Service Customer a refund, exchange or credit to the Hardware Fund in the event that equipment is ordered by the Service Customer in error;
(c) the Company is not obliged to agree to any upgrades to the equipment it supplies to the Service Customer at any time, including during or after the Minimum Term (if applicable) but if it does, the Company shall be entitled to extend the Minimum Term;
(d) The supply of equipment by the Company to the Service Customer shall be subject to availability.

8.17 Any Hardware Fund and any equipment supplied that has been charged to a Hardware Fund, are supplied by the Company in return that the Service Customer completes the Minimum Term or the minimum period of the corresponding contract with the Airtime Provider, as applicable.

8.18 Where the Mobile Services Contract is completed, then full title of any handsets supplied by the Company shall transfer to the Service Customer.

8.19 The right for the Service Customer to claim any outstanding amounts held by the Company in the Hardware Fund shall terminate at the expiry of the Minimum Term or upon the earlier termination of the relevant Contract.

8.20 At the end of the Minimum Term or the minimum period of the corresponding contract with the Airtime Provider, or upon the earlier termination of the relevant Contract, as applicable, should the Service Customer’s Hardware Fund be in a negative position then the Service Customer acknowledges and agrees to the Company invoicing the full amount, and to pay that amount in line with the Company’ standard payment terms.

8.21 The following provisions of this clause 8.21 shall apply in the event that after the Connection Date the Service Customer terminates either Connection(s) for Mobile Services or a Mobile Services Contract in its entirety in breach of Contract prior to the expiry of the Minimum Term or the Extended Terms for such Connection(s) and/or Mobile Services Contract as the case may be:
(a) In this clause 8.21 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) The Service Customer acknowledges and accepts that to enable the Company to provide the Mobile 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 Mobile Services with the Service Customer terminates prior to the end of the Minimum Term or the Extended Term as the case may be.
(c) In the event that the Service Customer is in breach of contract by terminating the Contract for Mobile Services before the end of the Minimum Term or where applicable the end of an Extended Term (as the case may be) 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 Mobile Services (calculated at the rate which applied at the time of termination).
(d) Hardware Fund and early termination of a Mobile Services Contract – Where the Service Customer terminates a Mobile Service Contract (and consequently all Connections under it) prior to the expiry of the Minimum Term or where applicable the end of an Extended Term (as the case may be) for that Mobile Services Contract, the Service Customer shall pay to the Company a lump sum termination payment calculated as the total amount of the Hardware Fund applied on behalf of the Service Customer (whether made available to the Service Customer initially at the point of connection or renewal, as applicable), minus any unspent amount currently held by the Company for the Service Customer together with any amounts due and calculated in accordance with the Mobile Services Contract.
(e) Hardware Fund and early termination of individual Connection(s) – Where the Service Customer terminates any Connection(s) (Relevant Connections) but not the entire Mobile Services Contract (in relation to which clause 8.21(d) will apply instead) prior to the expiry of the Minimum Term or where applicable the end of an Extended Term (as the case may be) for that Connection and a Hardware Fund has been utilised by the Service Customer, the Service Customer shall pay to the Company a lump sum equal to the “relevant proportion” of the Hardware Fund applied on behalf of the Service Customer (whether made available to the Service Customer initially at the point of Connection or renewal, as applicable), minus any unspent amount currently held by the Company together with any amounts due and calculated in accordance with the Mobile Services Contract. For the purposes of this clause “relevant proportion” shall mean the proportion that the Relevant Connections are to the overall total number of Connections contracted pursuant to the relevant Mobile Services Contract.
(f) Provision of Hardware (outside of a Hardware Fund) and early termination of Connection(s) – Where the Service Customer terminates any Connection(s) prior to the expiry of the Minimum Term or where applicable the end of an Extended Term (as the case may be) for that Connection and equipment has been supplied by the Company in relation to that Connection either free of charge or at a reduced rate where there is no Hardware Fund (if there is a Hardware Fund clause 8.21(e) applies instead) the Service Customer shall pay to the Company a lump sum equal to the equipment provided for the Connection(s) in question, based on the market value of the equipment provided at the commencement of the current Minimum Term or where applicable the Extended Term (as the case may be) together with any amounts due and calculated in accordance with the Mobile Services Contract.
(g) The sums stipulated in this clause 8.21 will be charged in addition to any contractual early termination fees imposed by either the Company, or the applicable Airtime Provider in relation to the contract with said Airtime Provider.

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

9.1 In 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.

9.2 The 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.

9.3 If 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 9.3; 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.

9.4 Without prejudice to clause 9.3 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.

9.5 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.

9.6 The 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.

10. CHARGES AND PAYMENT FOR SERVICES

10.1 The 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.

10.2 The 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.

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

10.4 The 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.

10.5 Where clause 4.16 applies in relation to Maintenance Services, the Company shall be entitled to make such additional charges as are calculated in accordance with the Tariff.

10.6 The 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.

10.7 The Charges for the Maintenance Services shall increase on each anniversary of the Commencement Date by a percentage amount equal to 2% above the percentage increase published in the Retail Prices Index (or any official index replacing it) during the previous 12 months. This shall be an upwards adjustment only.

10.8 The 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.

10.9 Where 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.

10.10 Where clause 7.12 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.

10.11 The 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.

10.12 Where 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.

10.13 The provisions of this clause apply to any proposed increase in the Charges other than those referred to in clause 10.14 below (which reflect an increase caused by regulatory changes in respect of which the provisions of clause 10.16 apply). The Company reserves the right to increase its Charges for any Service (including without limitation by revising any Tariff). The Company will give the Service Customer written notice of any such increase not less than 30 days before the proposed date of the increase (for these purposes written notice may include, without limitation detailing the updated Charges and/or Tariff on the Company’s website). If such increase is not acceptable to the Service Customer, it shall notify the Company in writing within 14 days of the date of the Company’s notice that the Client wishes to terminate the Contract, failing which the Service Customer shall be deemed to have accepted the changes. For the avoidance of doubt the Service Customer accepts and agrees that it may not terminate the Contract under this clause if the increase does not exceed 15% per annum.

10.14 Subject to applicable regulations, the Company reserves the right to increase its Charges for any Service (including without limitation by revising any Tariff) as a result of any increase in charges made to the Company by third party providers equal to any such increase. In such circumstances the Service Customer shall not have the right to cancel the Contract.

10.15 Where the Company proposes to increase its Charges for any Service (including by revising without limitation any Tariff) as a consequence of a regulatory change and that the increase is no greater than the additional cost to the Company caused by the regulatory change, it will give the Service Customer written notice of any such increase not less than 30 days before the proposed date of the increase (for these purposes written notice may include, without limitation detailing the updated Charges and/or Tariff on the Company’s website). In such circumstances the Service Customer shall not have the right to cancel the Contract.

10.16 Except 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.

10.17 Time for payment of all Charges shall be of the essence of the Contract. It is a condition of each Contract that all Charges must still be paid even if the Hardware cannot be used for any reason and regardless of any problems or disputes relating to any Services or consumables or failure to supply the same.

10.18 All 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.

10.19 Invoices 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.

10.20 If 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 cent per annum above HSBC Bank plc’s 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.

10.21 The 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.

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

10.23 Any 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.

10.24 The 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 published by the Company from time to time as part of the Tariff.

10.25 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.

10.26 The 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.

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

11.1 The Charges for the Fixed Network Services and the Data Services shall be as detailed in the Services Order Form (subject always to clause 10.7) and as otherwise determined in accordance with the Contract.

11.2 Charges 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.

11.3 The Service Customer shall pay for all Charges for calls whether made by the Service Customer or any third party. Subject to clause 11.4, 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.

11.4 Notwithstanding clause 11.2 and clause 11.3, the Company reserves the right to invoice the Service Customer for Charges at any time.

11.5 If 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.

11.6 the 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.

11.7 In 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.

11.8 The 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 11.7.

12. ADDITIONAL TERMS RELATING TO CHARGES FOR MOBILE SERVICES

12.1 In respect of Mobile Services the Service Customer acknowledges and agrees that the Company may at its discretion increase the Charges for line rental provided that the Company gives the Service Customer not less than 30 days’ written notice prior to the increase, such increase to be capped at 15% in any one year.

12.2 Charges in respect of calls are subject to fluctuation or change by the Company without notice to the Service Customer.

13. ADDITIONAL TERMS RELATING TO HARDWARE

13.1 Both 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.

13.2 It 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.

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

13.4 Where 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.

13.5 If the Service Customer fails to return the Hardware to the Company as detailed in clause 13.4 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.

14. ADMINISTRATION CHARGE

14.1 If the Service Customer cancels a Service and/or terminates, migrates or ports an instance of a Service for any reason, the Company may charge and the Service Customer shall pay a fee of £25 for each individual instance of the ported, migrated or terminated Service and/or Connection to reimburse the Company’s reasonable administration expenses incurred in connection with the cancellation of the Service and/or Connection together with any other charges levied by the Company’s suppliers and/or Carriers in connection with the relevant terminated Services and/or Connections. By way of illustration if a Service Customer cancels ten individual mobile Connections being provided pursuant to a Contract for Mobile Services then an admin fee of £250 will be payable by the Service Customer.

15. CONFIDENTIALITY AND DATA PROTECTION

15.1 A 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.

15.2 Both 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.

15.3 The 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.

15.4 The 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.

15.5 Without prejudice to the generality of clause 15.2, 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.

15.6 The 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 15.7(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.

15.7 Without prejudice to the generality of clause 15.2, 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 European Economic Area 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’ reasonable charges associated with the audit and/or inspection.

5.18 The 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.

16. LIMITATION OF LIABILITY

16.1 Nothing in the Contract shall limit or exclude the Company’ 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).

16.2 Subject to clause 16.1, 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.

16.3 The 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.

16.4 Subject to clause 16.1 and clause 16.2, the Company’ 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.

16.5 The 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.

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

16.7 This clause 16 shall survive termination of the Contract.

17. TERMINATION

17.1 Without 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.

17.2 Without 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 17.2(b) to clause 17.2(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’ 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.

17.3 Without 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.

17.4 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 17.2(b) to clause 17.2(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.

18. CONSEQUENCES OF TERMINATION

18.1 On 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.

19. FORCE MAJEURE

19.1 For 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.

19.2 The 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.

19.3 If 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.

20. GENERAL

20.1 Assignment 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.

20.2 Notices:
(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, addressed to the relevant party at its principal place of business or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be sent by pre-paid first class post (recorded delivery or signed for service).
(b) A notice or other communication shall be deemed to have been received by pre-paid first class post (recorded delivery or signed for service), on the date and time the delivery service’s receipt is signed for or recorded by the delivery service.
(c) The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.

20.3 Severance:
(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.

20.4 Waiver: 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.

20.5 No 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.

20.6 Third 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 20.1) shall be entitled to enforce the terms of the Contract as named herein as the Company.

20.7 Variation: except as set out in these Terms and Conditions, no variation of the Contract, including the introduction of any additional terms and Terms and Conditions, shall be effective unless it is agreed in writing and signed by the Company. The Company reserves the right to make changes to these Terms and Conditions from time to time including without limitation, by updating further versions of the Terms and Conditions on its website.

20.8 Information about the Company: the Company operates the Company Website, the Company is GGS TELECOMS LIMITED T/A GGS Telecom, a company registered in England and Wales under company number 08325930 with its registered office Office A, Second Floor 26 Haslucks Green Road, The Exchange, Shirley, Solihull, West Midlands, England, B90 2EL. The Company’ VAT number is 448489441. Please refer to the Company Website for information about how to contact us.

20.9 Counterparts 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.

20.10 Dispute resolution: the Service Customer must notify any complaints or disputes to the Company in accordance with its Service 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 Service Customer Complaints Code.

20.11 Governing 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.

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