Product Terms & Conditions

20.05.21

THE CUSTOMER’S ATTENTION IS PARTICULARLY DRAWN TO THE PROVISIONS OF CLAUSE 16 (LIMITATION OF LIABILITY).

1. Interpretation
The following definitions and rules of interpretation apply in these Conditions.

1.1 Definitions:

AIT: has the meaning given to it in clause 2.3.5.

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

Charges: the charges payable by the Customer for the supply of the Services in accordance with clause 13.

Claim: means any claim, action, proceeding, demand or allegation or any threatened claim, action, proceeding, demand or allegation of whatever nature, whether in contract, tort (including negligence) or otherwise.
Conditions: these terms and conditions as amended from time to time in accordance with clause 21.1.

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

Customer: the person or firm who purchases Services from the Supplier.

Documentation: user manuals, training materials, product descriptions and specifications, technical manuals, web-based knowledge repositories, and supporting materials developed for use in conjunction with the Services made available by the Supplier from time to time.

Equipment: any tangible material supplied by the Supplier to the Customer, or connected to the Network on Customer’s behalf, but excluding a SIM Card.

General Terms and Conditions: means the Intec Group General Terms and Conditions attached to, included in or otherwise incorporated by reference to a Proposal.

GSM Gateway: any equipment containing a SIM Card which enables the routing of calls from fixed apparatus to mobile equipment by establishing a mobile-to-mobile call.

High Risk Activities: has the meaning given to it in clause 12.

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

Minimum Period: has the meaning given in clause 2.6.

Network: the telecommunications network(s) used by the Supplier from time to time to provide the Services.

Regulatory Authorities: OFCOM, the Office of Fair Trading, the Competition Commission, the Information Commissioner, the Advertising Standards Authority or any similar or superseding authority established from time to time, and Regulatory Authority shall mean any one of them.

Services: the broadband, mobile or other connectivity service set out in the Proposal.

SIM Card: a subscriber identity module card, which is an electronic memory device for storing user specific data to allow controlled and secure use of Equipment on the Network.

Software: a machine executable computer program, software module or software package or any part thereof, supplied by the Supplier or its licensors to the Customer, irrespective of how it is stored or executed.
Supplier Materials: has the meaning set out in clause 4.1.31.

1.2 Interpretation:

1.2.1 Words and expressions used in these Conditions but not otherwise defined shall bear the meaning given to those words and expressions in the General Terms and Conditions.

1.2.2 The rules of interpretation set out in clause 1 of the General Terms and Conditions shall apply to these Conditions.

2. Supply of Services

2.1 The Supplier shall use reasonable endeavours to provide the Customer with the Services.

2.2 Where applicable, the Supplier shall use reasonable endeavours to ensure the security of Customer’s communications at all times;

2.3 The Customer hereby acknowledges and agrees that the Services may be suspended at any time, without notice:

2.3.1 to carry out maintenance in respect of or related to the Network;

2.3.2 to test the Network;

2.3.3 during any technical failure or other suspension of the Network;

2.3.4 where necessary to safeguard the security and integrity of the Network or to reduce the incidence of fraud in connection with the use of the Network;

2.3.5 where the Supplier or its suppliers have identified a flow or volume of traffic via the Network, which the Supplier (or its supplier) believes: (i) is disproportionate to the flow or volume of traffic which should be expected from good faith commercial practice and usage of the Network; (ii) is disproportionate to Customer’s previous traffic profiles (in any given month) with the Supplier; (iii) results from the Customer using automated means to make calls (save where this is expressly approved by the Supplier in writing); or (iv) may result in Customer exceeding the credit limit which the Supplier places on the Customer’s account from time to time (“AIT”);

2.3.6 as a result of measures that may be taken pursuant to (i) a general condition under section 45 of the Communications Act 2003 and (ii) the Civil Contingencies Act 2004; or (iii) any similar law; and/or

2.3.7 as otherwise required to comply with applicable laws, including an order, instruction or request of government or other Regulatory Authority,
and the Supplier shall use reasonable endeavours to limit the suspension to only such period as is reasonably necessary to address the reason for the suspension. The Supplier shall not be liable for any suspension of the Network pursuant to this clause.

2.4 The Supplier shall provide notice of any proposed suspension of the Services where reasonably practicable.

2.5 The Supplier reserves the right to amend the Proposal if necessary to comply with any applicable law or regulatory requirement, or if the amendment will not materially affect the nature or quality of the Services, and the Supplier shall notify the Customer in any such event.

2.6 Customer is not entitled to change its tariff as specified in the Proposal to another tariff with a lower monthly fixed charge during the minimum period specified in the Proposal or any minimum period thereafter to which the Customer commits in writing (“Minimum Period”).

2.7 If the Customer does upgrade or change its tariff before the end of the Minimum Period, the Customer acknowledges and agrees that it must extend the Agreement by a further period equal to the Minimum Period (the “Extension Period”) and, if the Minimum Period has not expired at the date of upgrade or tariff change, the relevant Extension Period shall be a period equal to the Minimum Period plus the number of months remaining of the Minimum Period as at the date of the upgrade or tariff change. For example, if at month 21 of a 24 month Minimum Period, Customer wishes to extend the Agreement by a further 12 month period, the Extension Period will be increased by 3 months to 27 months.

2.8 To the extent permitted by applicable laws, and solely for the purpose of preventing counterfeiting, piracy, tampering and unlicenced use of the Services, Software and Equipment, Supplier or its suppliers may install in the Services, the Equipment and the Software technology including embedded licensing with entitlement and usage management. The Supplier may use this technology to confirm that the Customer has (where required) a licenced copy of the Services, Software and Equipment and is abiding by the terms of the Agreement. The update of these technological measures may occur through the installation of Software release updates in the Supplier’s sole discretion.

3. Installation

3.1 The Customer acknowledges and agrees that certain installation services may need to be carried out by or on behalf of the Supplier (or its suppliers) prior to the commencement of the provision of the Services. Where this is the case, the Customer shall:

3.1.1 cooperate with the Supplier and its contractors during all such installations, including by providing access to, and technical assistance and information regarding, all applicable Network equipment and Network circuits and software;

3.1.2 enter into any third-party agreements as necessary for Supplier to perform the Services;

3.1.3 provide such information, in an acceptable and usable format (as such may be notified by the Supplier to the Customer from time to time), as is reasonably required for the provision of the Services;

3.1.4 unless agreed otherwise, be solely responsible for the provision of any required on-site work during installation at Customer’s sole expense;

3.1.5 designate a person to whom all communications relating to installation will be directed, and who will have the authority to act on the Customer’s behalf in relation to matters regarding the deployment and installation.

3.2 The Customer shall, and will procure that its personnel shall, complete such training in respect of the Services, Software and Equipment as is reasonably required by the Supplier from time to time. The Supplier shall (acting reasonably) determine when such training has been completed.

4. Customer’s obligations

4.1 The Customer shall:

4.1.1 comply with all applicable law, rules, regulations and guidelines applicable to the use of the Services, Software, a SIM Card and Equipment;

4.1.2 in respect of the Network, use only equipment expressly authorised for use on such Network;

4.1.3 promptly inform the Supplier in writing of any changes to information previously provided to the Supplier in connection with the Services;

4.1.4 comply with all instruction, regulations and guidance issued by Regulatory Authorities;

4.1.5 not use the Services, Software, a SIM Card or Equipment in any way which poses a security risk to the Services, Software or Equipment or any third party or which may subject the Supplier or any third party to liability;

4.1.6 not use the Services in any way to generate AIT;

4.1.7 comply with any Documentation;

4.1.8 where applicable, comply with general condition 23 of the general conditions of entitlement set out in the notification issued, in accordance with section 48(1) of the Communications Act 2003 pursuant to section 45 of said Act, as may be amended, modified or replaced from time to time and provide reasonable evidence of such compliance to the Supplier, and allow the Supplier (or its suppliers) to audit such compliance, on demand;

4.1.9 unless agreed otherwise in writing, be solely responsible for configuration of the security settings in respect of the Services, Software and Equipment;

4.1.10 be consistent with a reasonable customer’s good faith use of similar Services and Software and consistent with any policies relating to acceptable use of the Services and Software made available by the Supplier to the Customer from time to time;

4.1.11 not act in a way that could adversely affect the provision of services similar to the Services to the Supplier’s (or its supplier’s) other customers;

4.1.12 ensure that the terms of the Proposal are complete and accurate in all respects;

4.1.13 co-operate with the Supplier in all matters relating to the Services;

4.1.14 notify the Supplier in writing of any proposal to move premises and pay all costs and charges incurred by the Supplier, or its supplier, in connection such move;

4.1.15 inform any new occupant of any site previously occupied by the Customer and at which Equipment is left that such new occupant shall be responsible for contacting the Supplier within 72 hours of such move and entering into a new contract with the Supplier in order to ensure services will continue to be received using the Equipment;

4.1.16 provide the Supplier, its employees, agents, consultants and subcontractors, with access to the Customer’s premises, office accommodation and other facilities as reasonably required by the Supplier;

4.1.17 make the sites at which any Services or Equipment are installed or configured good after any work undertaken by the Supplier or its supplier at such sites;

4.1.18 notify the Supplier of any health and safety hazards which may exist or arise at the Customer’s premises, office accommodation or other facilities and which may affect the Supplier or its suppliers;

4.1.19 comply with any fair use policy issued by the Supplier from time to time in respect of the Services and the Software;

4.1.20 keep all user IDs and passwords provided in connection with the Services, Software and/or Equipment secure and confidential and notify the Supplier immediately in writing upon becoming aware of any unauthorised use of any such user ID, password or account;

4.1.21 not change a user ID without the Supplier’s consent;

4.1.22 immediately terminate access to the Services, Software and/or Equipment by any unauthorised person;

4.1.23 immediately report to the Supplier any copying or distribution of the Services, Software and/or Equipment that is known or suspected by the Customer, and use industry best practices to immediately stop any such copying or distribution;

4.1.24 not impersonate another authorised user of the Supplier’s or provide false identity information to gain access to or use the Services, Software, a SIM Card and/or Equipment;

4.1.25 back up all its systems and the corresponding data and information, at its sole expense, including but not limited to data stores, servers and other Customer-supplied systems used in connection with any Service, Software, SIM Card and/or Equipment;

4.1.26 provide the Supplier and its suppliers with remote access at all times to all servers hosting the Services and/or Software as is reasonably necessary for the provision of the Services and Software;

4.1.27 allow the Supplier (and its suppliers) the right to inspect its records, and audit its use of the Services and Software, with respect to its compliance with its obligations pursuant to the Agreement

4.1.28 where relevant, prepare the Customer’s premises for the supply of the Services or installation of any Equipment;

4.1.29 obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start;

4.1.30 be solely responsible for the compliance by all users, recipients and beneficiaries of the Services with the terms and conditions of the Agreement; and

4.1.31 keep all materials, equipment, documents and other property of the Supplier (Supplier Materials) at the Customer’s premises in safe custody at its own risk, maintain the Supplier Materials in good condition until returned to the Supplier, and not dispose of or use the Supplier Materials other than in accordance with the Supplier’s written instructions or authorisation.

4.2 The Customer warrants, represents and undertakes that it has adequate health and safety provisions in place at all sites at which the Services may be received or Equipment used.

4.3 The Customer shall not:

4.3.1 use any Equipment or Services for any purpose that the Supplier (or its supplier) (acting reasonably) believes is abusive, a nuisance, illegal or fraudulent;

4.3.2 do anything that causes or might reasonably be expected to cause the Network to be impaired or damaged;

4.3.3 modify Equipment and/or Services (including any Software or integral safety features), except in accordance with the manufacturer’s written specifications, as required by law or with the Supplier’s express prior written permission; or

4.3.4 use the Services, Software, a SIM Card and/or Equipment in breach of the terms of the Agreement.

4.4 If the Customer fails to comply with its obligations pursuant to these Conditions, or the Supplier (or its supplier) reasonably believes that the Customer has failed to comply with its obligations pursuant to these Conditions, the Supplier may suspend the Customer’s access to and right to use the Services for such time as such breach continues and/or remove or block any communications the Customer seeks to make via the Network.

4.5 This Supplier reserves the right (at its sole discretion):

4.5.1 to suspend user ID and password access to the Services if at any time it considers that there has been or is likely to be a breach of security; and

4.5.2 to require the Customer to change any or all of the passwords the Customer uses in connection with the Services.

4.6 The Customer shall continue to pay all Charges incurred during any period of suspension and/or in respect of any removed or blocked communications and shall pay to the Supplier, on demand, all reasonable costs and expenses incurred by it (or its supplier) in the implementation of such suspension. If the Supplier exercises its rights pursuant to clause 4.4 and/or clause 4.5, the Supplier may demand the Customer pay a reconnection charge as a pre-condition to the lifting of any suspension of the Services.

4.7 If the Customer provides the Supplier with suggestions, enhancement requests, recommendations, proposals, documents, or other feedback with respect to the Services, Software, a SIM Card and/or Equipment (collectively, “Feedback”), the Customer hereby grants the Supplier a royalty-free, worldwide, irrevocable, perpetual, transferable licence to use, modify, and distribute such Feedback to improve, enhance and modify the Services, Software, SIM Cards and Equipment without any payment or attribution of any kind.

4.8 The Customer acknowledges and agrees that it is solely responsible for any and all traffic limitations, bandwidth rate shaping and any and all other security or preventative measures to control traffic on the Network (including any call volume spikes or bursting) with respect to the Customer’s use of the Services. The Customer is solely responsible for and shall pay any and all resulting non-recurring charges and/or periodically recurring charges, overages and fees corresponding to such excess capacity, in accordance with the terms of the Agreement as a result of any volume of use in excess of the number of concurrent sessions or related licences purchased or subscribed to by Customer.

4.9 The Customer is responsible and liable for any and all access to and use of the Services, Software, a SIM Card and Equipment by any person logging in under a user ID registered under the Customer’s account or providing and/or receiving the Customer’s data or other information through the Services, Software, a SIM Card and/or Equipment.

4.10 If the Supplier incurs any additional costs in connection with the Agreement as a result of any failure by the Customer to meet its obligations hereunder, the Supplier shall be entitled to recover such additional costs from the Customer.

5. GSM Gateway

5.1 The Customer shall not connect to any GSM Gateway(s) to the Network without the Supplier’s prior written consent, which may be withheld by the Supplier in its absolute discretion.

5.2 If the Supplier provides its consent to the Customer’s connection to any GSM Gateway(s) to the Network, such consent may be withdrawn by the Supplier at any time without notice.

5.3 The Customer shall cooperate with the Supplier at all times to ensure that any GSM Gateways that are connected to the Network in accordance with this clause 5 remain compliant with all applicable laws, rules and regulations and with any policies notified by the Supplier to the Customer in respect of such GSM Gateway(s) from time to time.

5.4 If the Supplier or the provider of the Network reasonably suspects that the Customer or any of its users or any other third party has established, installed or is using a GSM Gateway without the prior written consent of the provider of the Supplier, the Gateway may be disconnected immediately without liability to the Customer or any other person and the Supplier shall also be entitled to suspend or terminate the Agreement, or any Services provided under the Agreement.

6. SIM Cards

The following provisions of this clause 6 shall apply only if the Customer has purchased or is provided with a SIM Card in connection with the Services.

6.1 SIM Cards shall remain the property of the Supplier (or its supplier) at all times and Customer shall be entitled to use the SIM Cards (including any Software they contain) in connection with the Services only.

6.2 The Customer shall use all reasonable endeavours to ensure that SIM Cards are only used with the Customer’s authorisation and shall inform the Supplier as soon as is reasonably practicable after the Customer becomes aware that a SIM Card is lost, stolen or damaged or being used for improper or illegal purposes. Subject to Clause 16.2, the Customer shall be solely responsible for any loss or damage suffered by the Customer as a result of unauthorised use of SIM Cards (including due to loss or theft), up to the time that the Customer receives written acknowledgement from the Supplier of its notification, having notified the Supplier in writing to the Supplier’s Telecoms support helpdesk, that such SIM Card is being used without the Customer’s authorisation.

6.3 The Supplier shall allocate telephone numbers to the Customer which the Customer shall only use to access the Services. The Supplier may reallocate or change any such telephone numbers as a result of changes in applicable law or instructions from a Regulatory Authority, but will exercise reasonable endeavours to minimise any disruption to the Customer. The Supplier may withdraw telephone numbers that have been allocated to Customer if the Customer fails to comply with the terms of the Agreement. Nothing in the Agreement shall be construed as to transfer ownership of any telephone numbers to the Customer (nor any end user).

6.4 If Customer decides to transfer a mobile number that has been allocated to the Customer, and that is connected to the Network under the Agreement, to a different network provided by another supplier; the Supplier shall transfer the Customer’s mobile telephone numbers to the Customer’s nominated mobile network operator for Customer’s use in accordance with the requirements of the Regulatory Authorities.

6.5 The Customer shall not transfer a SIM Card from the tariff of Charges to which that SIM Card was originally connected under the Agreement to another tariff of Charges, unless agreed in writing by the Supplier.

6.6 The Supplier may, at its discretion, suspend any SIM Card from making calls (other than to emergency services) and disconnect any SIM Card from the Services if the Supplier (or its supplier)) has reasonable cause to suspect fraudulent use of the SIM Card or relevant Equipment, or either are identified as being stolen. The Customer shall remain liable for all Charges levied in accordance with the Agreement during any period of suspension.

6.7 Any mobile phone, tablet or other device in which a SIM Card is being used must be:

6.7.1 technically compatible with the Network and the relevant Services and shall not harm the Network or equipment belonging to another customer or end user;

6.7.2 connected to the Network strictly in accordance with the Supplier’s instructions; and

6.7.3 used by the Customer and each of the Customer’s end users in compliance with the terms of the Agreement and any relevant instructions, standards and laws.

7. Software

The following provisions of this clause 7 shall apply only if Software has been made available to the Customer in connection with the Services.

7.1 The Supplier, or its licensors, shall retain ownership of all Intellectual Property Rights in the Software.

7.2 The Supplier shall grant to the Customer a non-exclusive, non-transferable licence to use the Software solely to the extent necessary to use the relevant Services and subject always to the terms of this Agreement.

7.3 In respect of any Software made available to the Customer in connection with the Services, the Customer:

7.3.1 may, from the date on which the Software is first made available for full use by the Customer, use such Software only on the Equipment and only for the purpose of receiving the Services, unless agreed otherwise in writing by the Supplier;

7.3.2 shall cease use of such Software on termination or expiry of the Agreement;

7.3.3 shall accept and comply with the terms of any software licence agreement applicable to the Software, or any part of it (a copy of which shall be made available to the Customer, on request);

7.3.4 shall not copy, modify, create derivative works from or distribute the Software, or any part of it, or any copy, adaptation, transcription, or merged portion of it, except to the extent that the foregoing acts are permitted by law; and

7.3.5 shall not decode, reverse engineer, disassemble, decompile or otherwise translate or convert the Software or any part of it, except to the extent that the foregoing acts are permitted by law.

7.4 The Customer may make one copy of the Software for back up purposes. Any copies of Software shall also be governed by the terms of this Agreement.

7.5 Without prejudice to any other rights and remedies available to the Supplier, if the Customer fails to comply with this clause 7, the Customer shall be prohibited from using the relevant feature of the Services to which the Software relates and the Supplier shall not be bound to deliver the relevant Services to the Customer (but the Customer shall still be required to pay the Charges in respect of them).

7.6 The Customer shall be responsible for purchasing, downloading and implementing any Software upgrades (including charges) notified by the Supplier from time to time.

8. Equipment and SIM Cards

The following provisions of this clause 8 shall apply only if Equipment and/or SIM Cards has/have been ordered directly from the Supplier and made available to the Customer in connection with the Services.

8.1 The Supplier (or its supplier) shall bear the risk of loss of or damage to Equipment and SIM Cards until the point of delivery to the Customer. The Customer shall bear the risk of loss of or damage to Equipment and SIM Cards from the time of delivery to the Customer.

8.2 The warranties provided in respect of the Equipment and/or SIM Card shall be as specified in the Proposal or otherwise notified by the Supplier to the Customer from time to time.

8.3 The Customer shall notify the Supplier in writing within three Business Days of receipt if Equipment or SIM Cards are damaged or defective upon arrival, or if the order has been incorrectly fulfilled.

8.4 The Customer shall notify the Supplier in writing within 7 Business Days of confirmation of order acceptance if Customer does not receive the Equipment or SIM Card.

8.5 Following receipt of notification by Customer pursuant to clauses 8.3 or 8.4, the Supplier shall, subject to the terms of any warranty applicable to the Equipment or SIM Card (as applicable) procure the repair or replacement of such damaged or defective new Equipment or SIM Card, Equipment lost or stolen in transit and any incorrect Equipment or SIM Card, free of charge.

8.6 Title to Equipment shall pass to Customer as soon as the Supplier’s has received payment for it in full. Where Equipment is provided free of charge and is paid for over the duration of the Minimum Period, title shall pass at the end of the Minimum Period.

8.7 Where Equipment or a SIM Card becomes faulty within the manufacturer’s warranty period, subject always to the terms of such manufacturer’s warranty, Customer shall return such Equipment to the Supplier at the Supplier’s cost and the Supplier shall procure the repair or replacement of the Equipment or SIM Card in accordance with the manufacturer’s policy in respect of the same (a copy of which shall be made available to the Customer on request). Any out of warranty repairs shall be at the Supplier’s (or its supplier’s) or the manufacturer’s (as the case may be) standard list price in force at the relevant time.

8.8 The Supplier does not manufacture the Equipment or the SIM Cards and save for Clause 8.2 above excludes, to the fullest extent permissible at law, all warranties, terms or conditions in relation to the Equipment and SIM Cards, whether implied by law or otherwise.

8.9 The Supplier shall pass on the benefit of any warranties that the Supplier obtains from the manufacturer of any Equipment supplied to the Customer by the Supplier.

8.10 Customer shall not remove or obscure any logo or writing on Equipment that the Supplier (or its supplier) has supplied to the Customer and which Customer does not own.

8.11 The Customer shall be solely responsible for all batteries and other consumable parts required in connection with the Equipment.

8.12 The Customer shall not at any time tamper with or attempt to repair or service the Equipment or any SIM Card or allow any party other than the Supplier or its contractors to do so.

8.13 The Customer shall keep all Equipment and SIM Cards that the Supplier (or its suppliers) has supplied to Customer and which the Customer does not own, in the Customer’s possession, and shall not sell it/them, place a charge on it/them or otherwise dispose of or encumber it/them.

8.14 The Supplier’s supply of Equipment and accessories shall be subject to availability.

8.15 If the Supplier (or its supplier) provides the Customer with security codes as part of the Services, the Customer agrees that it shall keep the security codes confidential. The Customer must inform the Supplier immediately in writing if it suspects that security codes provided by the Supplier (or its supplier) have been disclosed or otherwise made available to a third party.

8.16 The Supplier is not obliged to agree to any upgrades to the Equipment it supplies to the Customer during or after the Minimum Period but if it does, the Supplier shall be entitled to extend the Minimum Period.

9. Call Limit, Deposit and part-payment

9.1 The Supplier may set a limit on one or more of the following: (i) the amount of Charges the Customer may incur during each calendar month; (ii) a maximum number of SIM Cards that are configured to attach to the Network and which are associated with an agreed price plan (a “Connection”); (iii) a bar on SIM Card(s) being used on overseas networks or for making international calls or premium rate calls, which are together referred to collectively as a “call limit”.

9.2 The Supplier may agree to increase or remove any call limit in its absolute discretion.

9.3 If the Customer exceeds any call limit, it shall be required to pay all Charges immediately.

9.4 The Supplier reserves the right to refuse to provide a SIM Card, Equipment and/or Services to the Customer if in the Supplier’s opinion it may cause the Customer to exceed its call limit or if the call limit is already exceeded.

9.5 The Customer may be required to pay a deposit:

9.5.1 when the Supplier (or its supplier) connects a SIM Card;

9.5.2 if the Customer wishes to increase or remove its call limit;

9.5.3 if the Customer wishes to or does increase its use of the Services;

9.5.4 to unblock a SIM Card from contacting international numbers, using overseas networks, or making premium rate calls; or

9.5.5 as otherwise required by the Supplier.

9.6 The Supplier will not pay any interest on any deposit paid by the Customer.

9.7 If there is a significant increase in the Customer’s usage of the Network between invoices, the Supplier reserves the right to require the Customer to pay, on demand, all or part of the Customer’s outstanding usage Charges in order to continue to use the Services.

10. Third Party Products

10.1 The Customer acknowledges and agrees that third-party products and/or services may be integrated with the Services and/or the Equipment and that Supplier does not guarantee the availability, compatibility or pricing with respect to any third-party equipment and services, whether invoiced by Supplier or not.

10.2 Supplier may, in its sole discretion, replace or delete (without a replacement) any third-party offerings. The Supplier is not responsible for any damages that are a result of issues that arise due to third-party products and services, including but not limited to, those issues that create service-affecting or business-comprising circumstances of any kind, and Supplier expressly disclaims any liability whatsoever relating to such third-party products and services.

10.3 The provisions of this clause 10 shall not apply in respect of the products and/or services of the Supplier’s direct supplier.

11. Recording

The following provisions of this clause 11 shall apply only if the Services or the Software include or allow recording and/or monitoring.

11.1 Information uploaded to or in any way passing through the Services or the Software, including written, visual, or oral communications or other electronic means, may be recorded or monitored for quality assurance and diagnostic purposes. By accessing or using the Services and Software, the Customer consents to such recording and monitoring. The Customer is also solely responsible for informing anyone with whom the Customer interacts or otherwise communicates via the Services and/or the Software that information uploaded to or in any way passing through the Services and the Software, including written, visual or oral communications or other electronic means, may be recorded or monitored for quality assurance and diagnostic purposes.

11.2 If conferences/conference bridges are applicable to the Services, the Customer acknowledges and agrees that applicable laws may require that if a conference is recorded all participants in the conference must be informed in advance of any such recording so they may consent to being recorded.

11.3 The Customer shall be solely responsible for complying with all applicable laws and third party rights when using recording features. The Supplier shall have no liability to the Customer or any participant in the Customer’s recorded conference with respect to the Customer’s obligations pursuant to this clause 11.

12. High risk activities

The Services, Software, SIM Cards and Equipment are not designed, manufactured, or intended for any use in any environment that requires fail-safe performance in which the failure of the Services, Software and/or Equipment could lead to death, personal injury, or significant property damage (“High Risk Activities”). The Services, Software and/or Equipment are not intended to deliver emergency services such as and required for PSAP, medical care units, hospitals, fire departments, or law enforcement agencies, collectively, (“Emergency Services”). The Customer assumes all risk of loss for use of the Services, Software or Equipment in any High Risk Activities or Emergency Services applications.

13. Charges and payment

13.1 Unless agreed otherwise in writing by the Supplier, all Charges due in respect of the Services shall be paid by direct debit.

13.2 Time for payment of the Charges shall be of the essence of the Agreement.

13.3 If the Customer does not pay any Charges by direct debit, the Supplier reserves the right the levy an administration charge upon the Customer which shall be payable upon receipt of an invoice in respect of the same.

13.4 If the Customer cancels any direct debit instruction established by it to pay the Charges due in respect of the Services without arranging an alternative direct debit mandate, the Supplier shall be entitled to terminate the Agreement for material breach in accordance with the General Terms and Conditions.

13.5 Without prejudice to any other rights and remedies available to the Supplier, if the Supplier has not received payment of the Charges due in respect of the Services by the due date specified in or calculated in accordance with the Proposal, the Supplier may:

13.5.1 charge interest on the overdue Charges at the highest rates permitted by applicable law;

13.5.2 charge any administration fees or other similar charges levied by a bank in respect of any unpaid items returned by the bank;

13.5.3 withhold any sums owing to the Customer by the Supplier and offset it against any sums the Customer owes to the Supplier under the Agreement;

13.5.4 suspend the Customer’s access to and use of the Services in relation to which Charges are outstanding;

13.5.5 withdraw any discount in relation to the relevant SIM Card, Equipment or Services and charge the Supplier’s (or the Supplier’s supplier’s) standard list prices for that SIM Card, Equipment or Services; and

13.5.6 subject to the Supplier having first invoked at least one of the remedies as set out in clauses 13.5.1 to 13.5.5, terminate the Agreement in whole or in part in accordance with clause 18.3.1.

13.6 The Supplier may credit assess the Customer from time to time as reasonably required to assess the Customer’s risk.

13.7 Without prejudice to the Supplier’s other rights pursuant to the Agreement, the Supplier reserves the right to vary any Charges at any time after the completion of the first year of the Minimum Period upon providing no less than fifty (50) days prior written notice, provided that, where the Supplier varies it Charges as a result of fee increases invoked by its supplier(s), the Supplier shall notify the Customer of any increases to the Charges as soon as reasonably practicable after such fee increase has been confirmed by its supplier(s) (and such notice may be less than fifty days).

13.8 If the Customer denies the Supplier or its suppliers access to its systems pursuant to clause 4.1.26, the Customer agrees to be invoiced for Charges as if 100% of all licences, Services and Software are being utilised for that billing period.

13.9 The Services may allow the Customer to access the Public Switched Telephone Network (PSTN), Voice over Internet Protocol (VoIP) Networks, and other telephone services and the Customer hereby acknowledges that it may incur additional charges while using the Services in addition to those billed by Supplier.

13.10 Where applicable, Charges shall be based upon call and billing data recorded by or on behalf of the operator of the Network, save for Charges based on data volumes transmitted which shall be calculated in unit increments rounded up to the nearest unit where possible or the Network threshold, whichever is the greater.

13.11 Unless otherwise stated in the Proposal, the following apply to UK domestic calls:

13.11.1 call prices are quoted by the minute;

13.11.2 the duration of each call shall be measured in whole seconds, any part thereof will be rounded up to the next whole second;

13.11.3 each call shall be charged excluding VAT, based on the duration, the ex VAT cost of each call is then calculated and the result rounded up to the nearest penny. VAT is then added where applicable to the total of all charges on the Customer’s invoice;

13.11.4 peak rate call Charges apply from 07:00 to 19:00 Monday to Friday;

13.11.5 weekend rate call Charges apply from midnight on Friday to midnight on Sunday;

13.11.6 off peak rate call Charges apply at all times when peak rate or weekend rate call Charges do not apply; and

13.11.7 all calls are subject to a minimum Charge.

13.12 In the event that the Customer cancels, reschedules or misses any pre-arranged appointment for the carrying out of works in respect of the Services, Software and/or Equipment, the Customer shall be liable for any costs and expenses which the Supplier or its supplier incurs as a result of such cancellation, rescheduling and/or missed appointment and shall pay these in full to the Supplier, on demand.

14. Intellectual property rights

14.1 All Intellectual Property Rights in or arising out of or in connection with the Services, Software, a SIM Card and Equipment (other than Intellectual Property Rights in any materials provided by the Customer) shall be owned by the Supplier or its licensors.

14.2 The Customer shall not do anything that does or might reasonably be expected to jeopardise the Supplier’s, or its licensor’s, Intellectual Property Rights.

15. Data

15.1 The Customer acknowledges and agrees that the Supplier and its supplier may use personal data and/or Confidential Information obtained in connection with this Agreement and the Customer’s use of the Equipment, Software or Services for the following purposes:

15.1.1 administering the Customer’s account (including, without limitation, arranging finance with lessors of the Equipment, liaising with any carriers who are relevant to the provision of the Services);

15.1.2 notifying the Customer of changes to the Services, including contacting the Customer regarding potential and/or actual enhancements to or offers in relation to the Service;

15.1.3 enabling the Supplier’s supplier to supply the Services, Software and Equipment to the Customer; and

15.1.4 for invoicing purposes.

15.2 The Customer agrees that the Supplier and its suppliers may monitor and record calls made to or by them by or to the Customer (and/or any of its employees or personnel), for training purposes, to improve the quality of its customer services and to assist with complaint handling. The Customer undertakes to make its employees and personnel aware of the rights reserved by the Supplier under this provision.

15.3 The Customer agrees that the Supplier, and its suppliers, shall have the right to use any data related to it in the form of aggregated data (which right shall survive termination of the Agreement). The Customer further agrees that the Supplier, its suppliers and its supplier’s suppliers shall have the limited right to use any data related to the Customer in the form of non-aggregated data as necessary for Supplier, its suppliers and its supplier’s suppliers to perform their obligations under or arising out of the Agreement.

15.4 The Customer shall indemnify the Supplier in respect of any and all Claims incurred or suffered by the Supplier and whether wholly or in part, resulting directly or indirectly from, or connected in any way with any Claim arising as a result of or in connection with the Supplier’s use of any data relating to the Customer or its users in accordance with the provisions of this Agreement, whether or not such losses were foreseeable at the date of entering the Agreement.

16. Limitation of liability: THE CUSTOMER’S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE.

16.1 References to liability in this clause 16 include every kind of liability arising under or in connection with the supply of the Services, Software, a SIM Card and any Equipment including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise and including where the other Party has previously been advised of the possibility of such damages.

16.2 Nothing in these Conditions limits:

16.2.1 any liability which cannot legally be limited, including liability for:

16.2.1.1 death or personal injury caused by negligence;

16.2.1.2 fraud or fraudulent misrepresentation; and

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

16.2.2 any liability resulting from any dishonest act or omission of the Customer or its employees, agents or contractors;

16.2.3 any Claims for non-payment of the Charges;

16.2.4 any liability arising pursuant to the indemnity at clause 17; and/or

16.2.5 any liability arising out of or in connection with:

16.2.5.1 breach of any Software licence terms;

16.2.5.2 breach of clause 20 of these Conditions;

16.2.5.3 breach of any obligation of confidence; and/or

16.2.5.4 infringement of the Supplier’s (or its licensors’) Intellectual Property Rights.

16.3 Subject to clause 16.2, each Party’s maximum aggregate liability to the other Party shall be limited to the sum which the Supplier is reasonably able to recover from its supplier of the Services, Software, SIM Card and/or Equipment in respect of which the liability arose.

16.4 Subject clause 16.2, this clause 16.4 sets out the types of loss that are wholly excluded:

16.4.1 loss of profits.

16.4.2 loss of sales, revenue or business.

16.4.3 loss of agreements or contracts.

16.4.4 loss of anticipated savings.

16.4.5 loss of use or corruption of software, data or information.

16.4.6 loss of or damage to goodwill;

16.4.7 loss of compensation, ex gratia payment or other economic advantage;

16.4.8 loss in connection with any computer virus or system failure; and

16.4.9 indirect, punitive, special, incidental or consequential loss.

16.5 The Supplier shall not be liable to the Customer if it is unable to provide any of the Services due to circumstances outside of its reasonable control.

16.6 The Supplier has given commitments as to compliance of the Services, Software, SIM Cards and Equipment in these Conditions. Accordingly, to the extent permissible at law, all other warranties (whether express or implied and including any implied warranties of fitness for a particular purpose or merchantability) are excluded.

16.7 The Customer hereby acknowledges and agrees that:

16.7.1 the Supplier is dependent upon the provider of the Network for the fulfilment of its obligations under this Agreement and the Supplier shall not be liable to the Customer for any breach of its obligations under the Agreement to the extent that the same is caused by any act or omission of the provider of the Network or any failure or fault in the provision of the Services unless this is directly caused by the Supplier;

16.7.2 due to the nature of communications and mobile technology, it is impossible to provide a fault-free service and the Supplier does not guarantee that the Services will be secure or that any unauthorised attempts to access the Services will be prevented or detected;

16.7.3 that provision of the Services is subject to the geographic extent of coverage and local geography, topography and/or atmospheric conditions and/or other physical or electromagnetic interference and/or the number of users trying to access the Services in any particular location that may from time to time adversely affect the provision of the Services in terms of availability, line clarity and call interference.

16.8 The Customer agrees that any cause of action that it may have against the Supplier must commence within two (2) years after the cause of action arose, otherwise, the Customer’s cause of action is permanently barred.

16.9 This clause 16 shall survive termination of the Agreement.

17. Indemnity

17.1 Subject to clause 17.2, the Customer shall indemnify in full, keep indemnified and hold the Supplier harmless from and against all Claims which may be suffered, paid or incurred by the Supplier or its Group as a result of:

17.1.1 the Customer’s failure to comply with any of its obligations under these Conditions;

17.1.2 termination of this Agreement by the Supplier under clauses 18.2 or 18.3;

17.1.3 suspension by the Supplier pursuant to clauses 4.4 or 13.5.4 except to the extent that the suspension has been directly caused by the Supplier act or omission; and/or

17.1.4 any fraudulent or dishonest act or omission of the Customer or any of its employees, agents or contractors.

17.2 Neither party shall be responsible for any failure to perform its obligations under the Agreement to the extent caused or otherwise directly attributable to non-performance by the other party of that party’s obligations under the Agreement.

18. Termination

18.1 The Customer may terminate the Agreement (in whole or part) by giving the Supplier not less than one month’s written notice, subject to the payment of any early termination charges as set out in clause 19.3.

18.2 Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if:

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

18.2.2 the other party commits a persistent breach (being a series of breaches that in the aggregate amount to a material breach) regardless of whether the individual breaches are minor, trivial or capable of being remedied;

18.2.3 the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), applying to court for or obtaining a moratorium under Part A1 of the Insolvency Act 1986, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;

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

18.2.5 the other party’s financial position deteriorates to such an extent that in the terminating party’s opinion the other party’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy; or

18.2.6 if the other party is subject to a Force Majeure which persists for a period of more than 40 days.

18.3 Without affecting any other right or remedy available to it, the Supplier may terminate the Contract with immediate effect by giving written notice to the Customer if:

18.3.1 the Supplier has repeatedly invoked its rights of suspension pursuant to clause 4.4 and/or 13.5.4 or has invoked its rights of suspension under clause 2.3.5 for 14 days or more;

18.3.2 the Customer fails to pay any amount due under the Contract within seven days of the due date for payment;

18.3.3 any regulatory change affecting the Supplier’s (or its suppliers’) ability to provide the Services, Software, a SIM Card and/or Equipment is introduced, including any authorisation or licence under which Services are provided expires or is revoked;

18.3.4 any underlying arrangement between the Supplier and its suppliers is terminated for whatever reason;

18.3.5 the Customer is not able to procure any necessary consent for the provision of the Services or installation of any Equipment within ninety days from the connection date; or

18.3.6 there is a change of Control of the Customer.

19. Consequences of termination

19.1 On termination or expiry of the Agreement (whether in whole or part):

19.1.1 the Customer shall immediately cease use of the Software (except Software which is embedded in Equipment to which Customer has title);

19.1.2 the Customer shall (if requested by the Supplier):

19.1.2.1 delete or destroy all copies of Documentation which the Supplier has supplied or which the Customer has copied, in whatever form; and

19.1.2.2 return, delete or destroy all copies of the Software (except Software which is embedded in Equipment to which Customer has title),
in each case within 7 days of termination of this Agreement or of termination of the relevant Services, and provide the Supplier with written confirmation that all such copies have been returned, deleted or destroyed;

19.1.3 all data belonging to the Customer, including (where applicable) voicemail recordings, call recordings, or other such ancillary services, may be deleted by the Supplier on or after thirty days following the termination date;

19.1.4 the Supplier shall no longer supply, and the Customer shall immediately cease to use, any Services that were supplied pursuant to the Agreement;

19.1.5 any commitment the Supplier has to liaise with the manufacturer of any Equipment or SIM Card in respect of any warranty shall cease;

19.1.6 the Supplier will repay any deposit that the Customer has paid pursuant to clause 9.5, less any money that is due from the Customer to the Supplier;

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

19.1.8 the Customer shall return all of the Supplier Materials. If the Customer fails to do so, then the Supplier may enter the Customer’s premises and take possession of them. Until they have been returned, the Customer shall be solely responsible for their safe keeping and will not use them for any purpose not connected with the Agreement; and

19.1.9 without prejudice to the generality of clause 19.1.7, the Customer will immediately pay to the Supplier all sums due or payable under the Agreement, including any early termination payment calculated in accordance with clause 19.3 below.

19.2 Where the Agreement or any Services have been terminated prior to expiry of a Minimum Period, the Customer shall pay to the Supplier a lump sum termination payment calculated in accordance with the provisions of clause 19.3. For the avoidance of doubt, where the Agreement is terminated as a whole, each Connection placed under this Agreement shall also terminate.

19.3 Where the Customer terminates any connection to the Network (Connection) prior to the expiry of the Minimum Period for that Connection (as specified in the Proposal), the Supplier reserves the right to charge the Customer a lump sum termination payment calculated as follows:
The periodic Charges payable by the Customer in respect of such Connection, excluding any discount that has been applied to such Charges (or, if the periodic Charges are not fixed, the average of such Charges over the three months prior to termination or, if the Agreement has not been continuing for three months, the highest periodic Charge), multiplied by the number of months remaining of the Minimum Period or Extension Period (as the case may be) per Connection that has been terminated. For the avoidance of doubt, if the Customer has an agreed discount on its Charges and wishes to terminate before the Service Period has expired the lump sum termination payment will be calculated upon the basis of the remaining Charges at the recommended retail price.

19.4 If the Customer disconnects a material part of its Connections, or systematically disconnects Connections on a recurring basis during the term of this Agreement, the Supplier shall have the right to terminate the relevant Service and charge the Customer a termination payment calculated in accordance with the formula set out in clause 19.3.

19.5 Where this Agreement is terminated due to the Customer porting to another network or where Customer migrates the mobile phone number(s) to another service provider, the Supplier may charge a reasonable administration fee in respect of each number that is ported or migrated in addition to any termination fees payable in accordance with clause 19.3

19.6 If the Supplier has terminated the Agreement pursuant to clause 18.3.5, the Customer shall, on demand, refund to the Supplier the cost of all work carried out in connection with such Services or Equipment prior to termination at its then current rates.

20. Anti-Bribery

20.1 Each Party shall comply with all applicable laws, regulations, and sanctions relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010 (“Anti-Corruption Laws”).

20.2 Each Party shall have and maintain in place throughout the term of the Agreement its own policies and procedures, including adequate procedures under the Bribery Act 2010, to ensure compliance with the Anti-Corruption Laws and each Party agrees to enforce them where appropriate.

20.3 Each Party agrees it will not do or omit to do or permit anything to be done which is an offence or which may be deemed to be an offence under the Anti-Corruption Laws and it will notify the other immediately upon becoming aware or upon becoming reasonably suspicious that an activity related to the Agreement has contravened or may contravene the Anti-Corruption Laws.

21. General

21.1 Variation.

21.1.1 The Supplier shall be entitled to change the terms of the Agreement by issuing a notice to the Customer setting out the changes required to the Agreement, without the Customer’s consent, to the extent that such changes are required by or are necessary (in the Supplier’s, or its supplier’s, opinion acting reasonably) to comply with applicable laws. Where practicable, the Supplier shall provide the Customer with advance notice of such changes. If advance notice cannot be provided, the Supplier shall advise the Customer of the change as soon as practicable after it has been made. The Supplier shall not be liable to the Customer for any Claims by the Customer as a consequence of or in connection with such changes.

21.1.2 The Supplier may change the terms of the Agreement without the Customer’s consent where and to the extent that such changes are required due to alterations to the Network; the manner in which the Supplier (or its suppliers) operates; the way in which the Supplier (or its suppliers) provides the Services (including where, in the Supplier’s reasonable opinion, it is no longer commercially viable to provide a particular Service), provided that such changes affect at least 90% of the Supplier’s, or its supplier’s, relevant customer base. In these circumstances, the Supplier shall advise the Customer of the change by notice in writing, at least 30 days in advance of the change taking effect, The Supplier shall not be liable to the Customer for any Claims by the Customer as a consequence of or in connection with such changes.

21.1.3 If a SIM Card is issued by O2, in line with O2’s policies, the Supplier will change the price of mobile tariffs in April each year in line with the previous February Retail Price Index inflation rate.

21.1.4 Save as set out in this clause 21.1 and the General Terms and Conditions, changes to the Agreement must be made by written agreement of the Parties.

21.2 Third party rights.

21.2.1 The parties do not intend any third party to have the right to enforce any provision of the Agreement under the Contracts (Rights of Third Parties) Act 1999 or otherwise, except:

21.2.1.1 any supplier of the Services, Software, a SIM Card or Equipment, who will have the right to enforce the terms of its product/service provision as if it were a party to this Agreement; or

21.2.1.2 where such third party is an assignee of rights under the Agreement and such assignment is in accordance with clause 12.3 of the General Terms and Conditions.

21.2.2 The parties may terminate or vary the Agreement without the consent of any third party.

21.3 Assignment. The Supplier may, upon termination of its agreement with its supplier of the Services, assign its rights pursuant to the Agreement to such supplier.

21.4 Other. The provisions of clauses 12.5, 12.7 to 12.9 (inclusive) and 12.11 to 12.12 (inclusive) of the General Terms and Conditions shall apply to these Conditions.