TransWorldCom:

TRANSWORLDCOM LIMITED 
GENERAL TERMS AND CONDITIONS

Unless expressly stated by TransWorldCom Limited

(TWC) in writing, all quotations are made and all

orders are accepted on the following terms and

conditions:

1. DEFINITIONS

In this Contract:

“Acceptable Use Policy” means our policy for the

use of internet related services, as set out on our

Website, such as may be revised by us from time to

time by posting any updated version on our

Website.

“Authorisation” our authorisation to provide

communications networks and services pursuant to

the OFCOM general authorisation regime. “Average

Monthly Call Charges” the average monthly call

charges calculated by reference to your last

three-monthly bills.

“Cancellation Charge” the charge for your

cancellation or our termination (pursuant to Clause

14.4 and 16.1) of the Services prior to the end of the

Initial Term or any Extended Term.

“Committed Spend” the amount set out in the Order

which you commit to pay in respect of call charges

during each month of the Initial Term and any

Extended Term.

“Contract” these terms and conditions, the Order

and any other document referenced in them as

forming part of this Contract.

“Data” is data held about “you”.

“DPO/ Data controller” data protection officer or

person in control of data. “Entitled Devices” means

those products listed within the MSA Contract.

“Equipment” or “Products” our equipment as

specified in the Order which we may loan to you for

use in respect of the Services.

“Extended Term” in respect of the Contract, any

renewal period of 24 calendar months or a term

equal to the Initial Term, whichever is the longer in

accordance with Clause 3.

“Facility Limit” the monthly financial limit applied

to the Charges of 125% of the value of the

estimated call spend (set out on

the Order).

“Hardware” your equipment, network, systems and

software which you use in connection with the

Services. “Helpdesk” our first line point of support,

details of which are attached to the Order or are

otherwise set out on our Website.

“Initial Term” the period of 60 months

commencing on the Start Date and ending on

the anniversary thereof.

“MSA” means the Order for a Managed Services

Agreement – “CHA” means the Order for a

Contracted Hours Agreement.

“Network” means our suppliers telecommunications

network and equipment which we use to provide

the Services.

“Order” your order for Services which has been

accepted and signed by us and which sets out the

scope of the Service, the relevant Charges and any

special terms which are particular to those Services,

or, specifically for mobile, the introduction to

Airtime Service Providers signed by you and

delivered to us;

“Premises” your premises at which the Equipment

will be installed.

“Service Failure” means any failure, error or defect

in the provision of the Services by us, but excluding:

• any failure, error or defect arising from, caused by

or contributed to by your acts or omissions or those

of third parties (including other providers of

telecommunications, computers or other

equipment or services including internet services),

or

• any failure, error or defect arising as a result of

causes beyond our reasonable control

“Service” means any one of the services or ancillary

services described in an Order and “Services’ means

any combination of two or more such services.

“Service Hours” means our normal working hours

of 8.00am to 6.00pm UK time, Monday to Friday,

excluding UK public holidays.

“Out of Hours” means all hours from 6.00pm to

8.00am UK time, Monday to Friday, plus all day

Saturday and Sunday, including UK public holidays.

“Software” means the software provided by us to

you for the purposes of enabling you to use the

Services including all associated documentation.

“Start Date” the date of go live the start of the

Services.

“we” or “us” or “our” is TransWorldCom Limited.

“Website” our website at twcitsolutions.com

“you” or “you’re” the customer specified in the

Order.

“Agreement” means the terms of an Order and the

terms and conditions set out herein.

“Airtime Services” means the connection to and use

of a telecommunication network for mobile

telephone calls.

“Airtime Services Agreement” means an agreement

between an Airtime Services Provider “you” for the

supply of Airtime Services.

“Airtime Services Provider” means a third-party

supplier of Airtime Services introduced to “you” by

“us”.

“Associated Airtime Services Agreement” means the

Airtime Services Agreement in connection with

which the Products are supplied for use.

“Minimum Period” means the minimum term of the

Airtime Services Agreement as stated therein.

“Products” means the equipment supplied to the

“you” as stated in the Order;

2. APPLICATION OF TERMS

2.1 These terms and conditions together with the

Order and any other document referred to in them

form the contract between us (“Contract”) for the

provision of the Services.

2.2 These terms and conditions apply to the

Contract to the exclusion of any other terms

that you may seek to impose or incorporate, or

which are implied by trade, custom, practice or

course of dealing.

2.3 Your attention is drawn in particular to Clause

13 Limitation of Liability and you acknowledge that

you understand and agree to the provisions of

Clause 13.

2.4 Whereupon the Product and/or Service

delivered by us under this Order is for Mobile and

Airtime Services, terms and conditions are

confirmed from Clause 24 onwards, further to the

heading Mobile & Airtime Service Only; Specific

Terms and Conditions. Clauses 3 through to 23 are

applied as general terms of business only for the

Agreement, though are binding where necessary.

3. DURATION OF CONTRACT AND TERM

3.1 The Contract shall begin on the date of

signature of the Order by you, and unless

terminated earlier in accordance with Clause 16,

the Contract shall continue for the Initial Term and

subsequent 36-month term or a term equal to the

Initial Term, whichever is the longer, unless you

give written notice to us not later than 90 days

before the end of the Initial Term or the relevant

Extended Term as the case may be and not before

120 days. You acknowledge that 90 days’ notice to

terminate the Contract at the end of the Initial

Term or any Renewal Term is a reasonable period

in order for us to mitigate any costs, expenses,

losses or damages which we may incur as a result of

the termination of our contracts with third party

suppliers involved in the provision of the Services

to you, save for those which are managed on an

annual subscription basis, such as Microsoft

licensing – in this instance, irrespective of the

termination date, you will still be liable for

payments made up to and including the

subscription end date. For the avoidance of doubt,

the Start Date of the term and any Extended or

Renewal Term shall be calculated from the date

when the last product or service, as part of this

Agreement, goes live.

3.2 You may at any time add additional Services to

the Contract or request a tariff review, and such

additional Services or revised tariff agreed with us

will be set out in a new Order. The new Order shall

form a new Contract with us subject to these

terms and conditions, which shall supersede the

previous Contract. The new Contract shall begin on

the Start Date for the new Services and shall

continue in respect of all existing and new Services in

accordance with Clause 3.1.

4. SERVICES

4.1 Where SLA’s are stated for the provision and/or

installation of products or services and these SLA’s

are provided in line with third-party assurances, we

accept no liability whatsoever for failure to meet

these SLA’s or the deadlines therein.

4.2 We will commence the Services

within a reasonable time after the Start Date and

will provide the Services in accordance with

the terms of this Contract. Any dates which

we give to you are estimates only and time

shall not be of the essence with respect to such

dates.

4.2 Services are provided during Service Hours. If

you request us to carry out any part of the Services

Out of Hours, unless stipulated and agreed to the

contrary within the Order, we may agree to do so at

our sole discretion and reserve the right to charge

for such work in accordance with our standard time

and materials rates in force at the time. Any charges

applicable will be notified to you, where possible, in

advance of work being carried out and such

acceptance will imply you are willing to pay

additionally for Out of Hours work. For the

avoidance of doubt, unless you have specifically

engaged us to carry out support services Out of

Hours (UK), as per a 24/7 CHA or MSA contractual

agreement, should you require assistance, charges

equal to our standard, hourly out-of-hours costs –

time-and-a-half for evenings and Saturdays or

double-time for Sunday’s and Bank Holidays – will

apply.

4.3 Where set out in the Order that we shall

provide you with Equipment as part of the Services,

we shall deliver such Equipment to your Premises as

soon as reasonably practicable after the Start Date.

Unless we agree otherwise, you will be responsible

for installation of any Equipment.

4.4 We warrant that the Services will be performed

in accordance with all applicable laws and

regulations and with reasonable skill and care. All

other conditions, warranties or other terms which

might be implied or incorporated into this Contract,

whether by statute, common law or otherwise, are

hereby excluded to the fullest extent permitted by

law.

4.5 Notwithstanding the foregoing, we:

4.5.1 do not warrant that your use of the Services

will be uninterrupted or error-free; nor that the

Services will meet your requirements; and

4.5.2 are not responsible for any delays, delivery

failures, or any other loss or damage resulting from

the transfer of data over communications networks

and facilities (other than as provided by us as part

of the Services), such as the internet, and you

acknowledge that the Services may be subject to

limitations, delays and other problems inherent in

the use of such communications facilities. By

signing this agreement, you indemnify us against

any claim for loss of business caused by failures.

4.6 If you experience any Service Failure, you shall

notify us via our Helpdesk, and we shall use all

reasonable endeavors to restore the Services to you

as soon as reasonably practicable.

4.7 We shall not be liable for any failure or defect in

the Services caused by any fault or defect in your

telecommunications equipment.

4.8 We are not responsible for any degradation of

service(s) due to the movement or re-arrangement

of equipment.

4.9 We reserve the right to provide fixed line

services to you by using Local Loop Unbundling or

‘LW’ technology (“LLU”) and may at any time on

written notice to you transfer you to our LLU service

without affecting the scope or standard of the

Services.

4.10 On the day that we transfer you to our LLU

service you may experience a temporary loss of

service for up to 24 hours. Afterwards you may also

need to reset your access numbers and/or passwords

and may no longer be able to access some

telecommunications services which you purchase

from other providers.

4.11 We may from time to time and without notice

to you change the Services in order to comply with

any applicable safety or statutory requirements,

provided that such changes do not materially affect

the nature, scope of, or the charges for the Services.

Where practicable, we will give you at least

30 days’ notice of any change.

5. ALLOCATION AND USE OF TELEPHONE NUMBERS

5.1 Where we allocate any telephone numbers or

codes to you as part of the Service, you

acknowledge that you do not acquire any legal,

equitable or other rights in relation to numbers or

codes.

5.2 We may, upon written notice to you, withdraw

or change any numbers or codes where we are

required to do so. You acknowledge that any such

withdrawal or change of any numbers or codes is

outside of our reasonable control and that we will

not be liable to you for any loss or damage which

you may suffer or for any costs or expenses which

you may incur for any interruption to your business

as a result of the same. By signing this agreement,

you indemnify us from any losses caused as a

direct result.

5.3 You may not sell or transfer or seek to sell or

transfer any numbers or codes allocated by us. You

may port numbers to us and may also port numbers

to other carriers with whom we have porting

agreements. Porting is agreeable subject to all

payments being up to date.

6. YOUR USE OF THE SERVICES

6.1 The Services are provided only for use in the

course of your business. You must use the Services

only in accordance with our Acceptable Use Policy.

6.2 You agree that you will not use the Services in a

way which would:

6.2.1 breach or cause us to breach any applicable

laws or regulations;

6.2.2 compromise the security of our Network or

Equipment or the Services by accessing, storing,

distributing or transmitting any viruses, Trojan

horses, worms, time bombs, keystroke loggers,

spyware, adware or any other harmful programs or

similar computer code designed to adversely affect

the operation of any computer software or

hardware;

6.2.3 enable or permit unauthorised access by you

or any third party to data stored on our network;

6.2.4 do anything which would cause a degradation

of service to any of our other customers;

6.3 During your use of the Services you shall not

access, store, distribute or transmit any data or

materials that are:

6.3.1 misleading, or misrepresentative of your

identity or affiliation with any person; or

6.3.2 obscene, indecent, pornographic, offensive,

defamatory, facilitates illegal activity; or promotes

unlawful violence; or

6.3.3 discriminatory (based on race, sex, religion,

nationality, disability, sexual orientation or age); or

6.3.4 in breach of any legal duty owed to a third

party, such as a contractual duty or a duty of

confidence or promoting any illegal activity; and we

reserve the right, without liability to you, to disable

your access to any data or materials that breach the

provisions of this Clause.

6.4 You shall not:

6.4.1 transmit or cause to be transmitted

unsolicited marketing or advertising materials

contrary to applicable laws; or

6.4.2 access all or any part of the Services in order to

build a product or service which competes with the

Services; or

6.4.3 use the Services to provide services to third

parties; or attempt to obtain, or assist third parties

in obtaining, access to the Services, other than as

provided under this Clause 6; or

6.4.4 sell, rent, lease, transfer, assign, distribute,

display, disclose, or otherwise commercially exploit,

or otherwise make the Services available to any

third party.

6.4.5 breach or cause us to breach any applicable

data protection legislation including, but not limited

to, General Data Protection Rules;

6.4.6 lose or cause us to lose or breach or cause us

to breach our Authorisation.

6.4.7 exceed our fair usage policy on applicable

services (intermit) as published on our Website.

6.5 You will indemnify us against any claims,

proceedings or threatened proceedings from third

parties and against any loss or damage suffered by

us arising from any breach of your obligations under

this Contract including this Clause 6, and for all

costs and expenses reasonably incurred by us in

investigating and defending ourselves in relation to

any such claims, proceedings or threatened

proceedings.

6.6 You will ensure that your usage of the Services

does not exceed the Facility Limit or cause

congestion or otherwise disrupt our Network. You

will give us not less than two (2) working days

written notice of any advertising, promotion or

other campaigns which may result in abnormal

demands being placed on our network.

6.7 Where you have entered into a CHA or MSA

Contract, without prior contact you will allow us to

maintain, connect, access and manage your IT

environment via remote and online technologies.

For MSA, only Entitled Devices will be accessed.

7. YOUR OBLIGATIONS

7.1 In order for us to provide the Services you shall

provide us with all necessary co-operation in

relation to this Contract and access to such

information as we may require, including but not

limited to your Hardware, data, security access

information and configuration services.

7.2 Subject to Clause 4.3 you are solely responsible

(at your cost), for procuring and maintaining all

necessary hardware, software, network facilities

and telecommunications services which are

required to access and make use of the Services, as

well as all and any wayleaves, council or building

planning, cabling or service permissions.

7.3 During the term of this Contract you shall:

7.3.1 ensure that your Hardware:

a) meets the minimum technical specifications as

notified by us for compatibility with the Services; and

b) is supplied and maintained in a safe condition, in

good working order and that it complies with all

applicable legislation or regulations.

7.3.2 obtain all required licenses or other consents

to enable us to have access to and use of your

Hardware for the purpose of providing the Services

including, but not limited to, any license rights in

respect of any software which forms part of your

Hardware;

7.3.3 comply with all applicable laws and

regulations with respect to your activities under this

Contract;

7.3.4 carry out all other responsibilities set out in this

Contract in a timely and efficient manner. In the

event of any delays in your provision of such

assistance as agreed by the parties, we may adjust

any agreed timetable or delivery schedule as

reasonably necessary.

7.3.5 commit to exclusively use telecommunications

services and equipment, provided by us, for all your

telephone calls and connections. For the avoidance

of doubt, calls may not be routed through any thirdparty

service; this is based on your initial order to

accept a telephone calls package as part of this

agreement. To clarify, should this not be adhered to,

we reserve the right to charge as per the Cancellation

Charge definition.

7.4 We shall not be responsible for any delay or

inability to provide the Services where this is caused

by your breach of any of the obligations in this

Clause 7.

7.5 We may disconnect any of your Hardware from

our network if in our reasonable opinion it does not

so conform with Clause 7.3 or if in our reasonable

opinion it is liable to cause personal injury or

damage to property or to impair the quality of the

Services provided by us or to cause us to lose our

Authorisation or to put us in breach of our

obligations to any third party.

8. SECURITY AND DATA BACKUP

8.1 You are responsible for the security of your data

and your use of the Services. You shall take all

reasonable steps to prevent any loss of or damage to

data, or any unauthorised access to, or use of, the

Services including but not limited to:

8.1.1 ensuring all passwords are in an appropriately

secure format and properly protected against loss

or unauthorised access; and

8.1.2 taking regular back-ups of all of your data used

with or stored as part of the Services; and

8.1.3 employing appropriate security devices

including virus checking software; and

8.1.4 having appropriate disaster recovery

processes in place.

8.2 Where you are or become aware of any matters

which you know or ought reasonably to be expected

to know constitute a threat to the security of the

Services, you will promptly notify us of such

matters.

8.3 Treat all data with care and in accordance with

your own internal GDPR practices. If any loss of data

occurs or any data threat therein it must be

reported to your DPO and we must also be

notified should our business be directly affected but

are indemnified and limited against all and any

liability.

9. EQUIPMENT

9.1 From time to time, we may agree to provide you

with a short-term loan of Equipment for use with the

Services. Where you are provided with such

Equipment, you shall, always:

9.1.1 use the Equipment only in connection with the

Services, and for no other purpose;

9.1.2 use reasonable endeavours to keep the

Equipment free from any loss or damage;

9.1.3 notify us promptly of any malfunction, defect,

loss or damage to the Equipment, and return the

Equipment to us promptly for repair or replacement

at our sole discretion;

9.1.4 not sell or loan the Equipment to any person

or create any charge lien or other encumbrance

over the Equipment; and

9.1.5 insure the Equipment against loss or damage

caused by any accident or your negligence or that of

your employees, agents or subcontractors with a

reputable insurance firm to the full replacement

value of the Equipment.

9.2 Equipment shall be returned to us promptly

following our request for you to do so, and in any

event at the end of the loan period or upon expiry

or termination of this Agreement.

9.3 The Equipment is owned by us, or our suppliers

or licensors, and no title in any Equipment will pass

to you under this Contract.

9.4 You shall allow us and our employees or

subcontractors access to your Premises at any time

(during normal business hours) on reasonable notice

to install (subject to Clause 4.3), inspect, test,

maintain or otherwise deal with the Equipment.

9.5 You shall indemnify us against any claims,

proceedings or threatened proceedings from third

parties (including other customers) and against any

loss or damage suffered by us arising from your use

of the Equipment where such claims and/or losses

arise from the acts or omissions of you or your

agents or subcontractors, and for all costs and

expenses reasonably incurred by us in investigating

and defending ourselves in relation to any such

claims, proceedings or threatened proceedings.

9.6 You shall authorise us or our designated agent

to act on your behalf should it be necessary for us to

contact your hardware, utility or service provider in

connection with your service. Additionally, you shall

authorise the release of any information from any

your providers specifically to carry out all services to

the best of our ability.

10. CHARGES AND PAYMENT

10.1 In consideration for the Services, you shall pay

the Charges with effect from the Start Date in

accordance with the payment terms set out in the

Order.

10.2 All amounts payable under this Contract are

exclusive of value added tax (if any) which shall be

paid at the rate and in the manner for the time being

prescribed by law.

10.3 We shall issue invoices in accordance with the

payment terms set out in the Order and you shall

pay our invoices within 14 days of the date of the

invoice.

10.4 You must notify us of any query or dispute in

respect of any invoice, or any part of an invoice

within sixty (60) days of the date of the invoice and

we shall negotiate in good faith as soon as

reasonably practicable to resolve the dispute. If you

do fail to notify us of any dispute within the sixty

(60) day period, the full amount of the invoice shall

be payable. Payment for all sums not in dispute

shall be made on the due date.

10.5 If you fail to pay any amount payable under

this Contract, we reserve the right to suspend the

Services until all outstanding payments are received

in full; and claim interest under the Late Payment of

Commercial Debts (Interest) Act 1998. A continuous

non-payment will, with warning, lead to the issuing

of County Court Proceedings where necessary.

10.6 Subject to Clause 10.7, we shall be entitled to

increase the Charges, with effect from the end of

the Initial Term and any Extended Term. Any such

increase shall be notified to you at least 30 days

prior to the date on which the increase will take

effect.

10.7 Notwithstanding Clause 10.6, we reserve the

right to increase the Charges during the Initial Term

or any Renewal Term as a result of any increase in

our costs which are imposed on us by any third

party in connection with the provision of the

Services to you. Any such increase will be subject to

30 days written notice to you.

10.8 Where the Services comprises or includes

services in respect of which rebates are payable by

us to you (“Rebate Services”), we will notify you of

the rebate due for each calendar month or other

applicable period within 15 days of the end of each

billing period. It is then your responsibility to issue

an invoice to us for payment of the rebate due. We

will pay the rebate by the later of (i) 45 days

following the date of your invoice, and (ii) 14 days

of the date of receipt by us of sums from British

Telecommunications plc (or other relevant carrier)

paid to us in respect of the applicable Service. You

shall not attempt to set off any rebates against

payment of Charges.

10.9 Following a decision or request from Phone

Pay Plus relating to a Rebate Service, we may

withhold from any rebate payable to you or

demand payment by you of such sums as are

sufficient to meet any fines, administrative charges

or other sums payable by us to Phone Pay Plus and

which Phone Pay Plus claim entitlement under the

Phone Pay Plus Code.

10.10 Where a network operator (including,

without limitation, BT) withholds payment of any

sum (in whole or in part) due to us in relation to a

Rebate Service or subsequently claims repayment

of any sum (in whole or in part) paid to us in

relation to Rebate Service, we may deduct from any

rebate payable to you and keep or demand

payment by you of a sum equal to the amount

delayed, withheld or claimed until such network

operator makes payment of the same in full to us.

10.11 Failure to pay, as per payment terms, could

result in suspension of services until funds due are

paid in full. Affected services may then be resumed.

10.12 Where requested a Standing Order or Direct

Debit must be set up to support the payment of the

service provided. Should the initial agreement

charge per month be less than £5,000.00, including

vat, payments must be made via Direct Debit or be

subject to an administration charge of £10.00 per

month.

10.13 Subject to Clause 7.2, should any installation

or Service, wholly or partly, be held up by you for

more than 30 working days, we will start charging

for the agreed service(s) and/or an Administration

fee equal to 50% of the monthly cost as per the Order.

11. DIRECTORS’ GUARANTEE

11.1. Each of your Directors (collectively

referred to as Directors) irrevocably and

unconditionally agrees to guarantee the

Charges and Payment of the Agreement and

all present and future payment obligations

pursuant to the Agreement, as outlined in Clause

11.2. Without prejudice to Clause 11.1 above, each

Director as a separate and independent obligation,

unconditionally and irrevocably agrees to indemnify

us in respect of any losses, costs and expenses

suffered or incurred arising out of or in connection

with any failure of you to perform its obligations

pursuant to the Agreement, as may be varied from

time to time, including but not limited to any failure

to make due payment in respect of its present and

future indebtedness and other liabilities to us, under

the Agreement, whether actual or contingent as well

as payment of all interest charges and expenses

payable.

11.3. The liability of each Director under this

Guarantee shall not be released, diminished or

affected by any variation of the terms of the

Agreement or forbearance neglect or delay in

seeking performance of the obligations under the

Agreement or of the Directors under this Guarantee

or any granting of time for such performance or

anything else which, although it could affect the

liability of a Director, would not affect the liability of

a person who had agreed to pay the debts of

another as if they were their own obligations.

11.4. The Directors’ obligations of guaranteeing the

debts under this Guarantee are joint and several

and are continuing obligations. This means that

(subject to Clause 11.5 below) those obligations

apply in respect of the full amount of any debt at

the time we make a demand under this Guarantee

even if, at some other time the amount of debt has

been less than the amount at the time of demand.

11.4.1 a Director shall not be discharged, nor shall

his liability be reduced by any time or any other

indulgence or concession given that would

discharge or reduce that Director’s liability.

11.5 We shall not be obliged to take any action or

obtain judgment against the you before taking steps

to enforce any of our rights or remedies under this

Guarantee.

11.5.1 we can enforce each Director’s obligations

under this Guarantee.

11.5.2 each Director waives any right it may have to

require us to proceed against or enforce any other

right or claim for payment against any person

before claiming from the Directors under this

Guarantee.

11.6 Any demand or notice under this Guarantee

shall be in writing signed by an authorised signatory

and will be served on each Director. Any demand or

notice to each Director shall be deemed to have

been delivered immediately upon receipt. Any

demand or notice by the Directors under this

Guarantee shall become effective as soon as posted

and confirmed received by recorded delivery.

11.7 The Directors shall not make any withholding

on account of tax from any payment due to us under

this Guarantee, unless the Directors are required by

law to do so. If the Directors are required by law to

do so, the Directors shall increase the amount of

the relevant payment so that, after the withholding,

we receive the appropriate amount. The Directors

shall notify us if these circumstances arise.

11.7.1 this Guarantee is the property of

TransWorldCom Limited.

11.8 This Guarantee is governed by the law of the

country applicable to the Agreement and the courts

of that country shall have exclusive jurisdiction to

settle any dispute arising out of or in connection

with this Guarantee (including a dispute regarding

the existence, validity or termination of this

Guarantee).

12. INTELLECTUAL PROPERTY

12.1 You acknowledge and agree that we and/or our

suppliers own all intellectual property rights in the

Services and any Software provided in connection

therewith. Except as expressly stated in this

Contract, you are not granted any rights to, or in,

patents, copyrights, database rights, trade secrets,

trademarks (whether registered or unregistered), or

any other rights or licences in respect of the

Software or the Services.

12.2 You shall not, except as may be permitted by

law or otherwise in accordance with this Contract:

12.2.1 copy, modify, duplicate, create derivative

works from, frame, mirror, republish, download,

display, transmit, or distribute all or any portion of

the Software in any form or media or by any means;

or

12.2.2 reverse compile, disassemble, reverse

engineer or otherwise reduce to humanperceivable

form all or any part of the Software.

12.3 In the event of any judgment by a competent

UK court of law that the Services or any Software

infringe the intellectual property rights of a third

party, we may (at our option) procure the right for

you to continue using the Services or such Software,

replace or modify the Services or Software so that

they become non- infringing or, if such remedies are

not reasonably available, terminate this Contract

without any additional liability or obligation to pay

damages or other additional costs to you.

12.4 This Clause 11 sets out your sole and exclusive

remedies, and our entire obligations and liability, for

infringement of any patent, copyright, trademark,

database right or right of confidentiality.

12.5 Should an infringement be found and not be

resolved, we are liable to seek damages for losses

occurred and also issue proceedings in the

Trademark Court.

13. LIABILITY

13.1 Nothing in this Clause 13 shall limit or exclude

our liability to you for death or personal injury, or

fraud or fraudulent misrepresentation, or breach of

any warranty implied by Clause 2 of the Supply of

Goods and Services Act 1982 or for any other loss or

damage which cannot be excluded by law.

13.2 Subject to Clause 13.1, we shall have no

liability to you for:

13.2.1 any loss of profits or anticipated profits; loss

of anticipated savings; loss of business opportunity

or loss of goodwill or wasted management time

which you may suffer, whether they arise directly or

indirectly or are immediate or consequential and

whether they arise in contract, tort (including

negligence) or otherwise; or

13.2.2 any indirect or consequential loss or special

damage (even though we were aware of the

circumstances in which such special damage could

arise); or

13.2.3 any loss of or damage to your data,

howsoever caused.

13.3 Subject to Clauses 13.1 and 13.2, our total

liability to you, whether in contract, tort (including

negligence) or otherwise in connection with this

Contract, shall not exceed a sum equal to the total

value of the Charges and call charges paid or

payable by you in respect of the Services during the

12 months prior to which the liability arose.

13.4 We shall not be liable to you in respect of any

claim against us which may reasonably be considered

likely to give rise to a liability in respect of the

Services or otherwise in connection with this

Contract unless:

13.4.1 you comply fully with the procedure set out

in Clause 19; and

13.4.2 in the event the claim cannot be settled in

accordance with Clause 19, you commence any

court proceedings on or before the date which is 60

days after the date on which you became aware or

ought reasonably to have known about the

circumstances giving rise to the claim.

14. CANCELLATION

14.1 You may cancel this Contract or any individual

Service at any time upon 90 days written notice to

us. Notice will only be accepted if received from

120 days prior to the end of the Initial Term or any

extended period, as outlined in Clause 3.1. You

acknowledge that 90 days’ notice to cancel any

Service is a reasonable period in order for us to

mitigate any costs, expenses, losses or damages

which we may incur as a result of the cancellation of

our contracts with third party suppliers involved in

the provision of that Service to you.

14.2 Where we receive your notice of cancellation

pursuant to Clause 14.1 before the end of the Initial

Term or Extended Term (as applicable), you shall pay

to us the Cancellation Charge in respect of the

Service or Services to which your notice refers. You

hereby acknowledge that the Cancellation Charge

represents a reasonable pre- estimate of our

administration costs, expenses, lost revenue and any

other loss which we may suffer as a result

of your cancellation of the Services during such

period.

14.3 Any cancellation within the term, unless 90

days’ notice is served in accordance with clause

3.1, is payable in full, before cancellation of any

services or transfer of any numbers, as it would

be if the term of the contract was completed.

Should the said amount remain unpaid we would

instruct solicitors to issue proceedings and apply

interest.

14.4 To clarify, the Cancellation Charges are as

follows:

• the total of the Charges which would have been

payable to the end of the Initial Term or Extended

Term as appropriate); plus

• the Committed Spend or (where no

Committed Spend is set out in the Order

the Average Monthly Call Charges) multiplied by

the number of months to the end of the

Initial Term or Extended Term as

appropriate; plus

• £125.00 for the cancellation of your Broadband

Service (where applicable); plus

• £25.25 per 01, 02, 03 or 08 number ported

away from our Network (where applicable); plus

• £148.50 per hour for the cancellation of your

CHA for all unused hours (where applicable)

“CHA” means the Order for a Contract Hours

Agreement. “Charges” the charges payable by you

to us pursuant to Clause 10 for the provision of the

Services as set out in the Order.

15. SUSPENSION OF SERVICES

15.1 We may suspend the Services at any time

upon reasonable notice to you (where practicable):

15.1.1 where we are obliged to comply with any

order instruction or request of a competent court,

government or regulatory authority; or

15.1.2 where provision of the Services is rendered

impossible, or functionality or performance of the

Services becomes materially limited, as a result of

technical limitations or other matters which are

outside our reasonable control, in which case we

shall use our reasonable endeavours to restore

the Service as soon as reasonably practicable.

15.2 We may suspend the Services at any time in

order to carry out:

15.2.1 planned maintenance, which we may carry

out to ensure the continuing quality of the Services

where:

a) we have given you at least 48 hours’ notice of our

intention to undertake such maintenance, or

b) where the maintenance work is required in

connection with the requirement of a third party,

such period of notice as may be reasonable taking

into account the notice which we may have

received from that third party.

15.2.2 emergency maintenance which we may

require to be undertaken to prevent the failure or

serious degradation of the Services. Where we are

unable to give you at least 12 hours’ notice of our

intention to undertake emergency maintenance we

will endeavor to undertake emergency maintenance

outside our normal business hours.

15.3 Notwithstanding Clause 15.1 and Clause 15.2,

we may suspend the Services at any time

immediately upon notice to you if you fail to pay

any Charges when due in accordance with Clause

10 or if in our reasonable opinion you fail to meet

any of your obligations under Clause 6, in which

case the Services will remain suspended until such

time as you demonstrate to our reasonable

satisfaction that you have remedied your breach.

Nothing in this Clause 14.3 shall prevent us from

taking action to terminate the Contract in

accordance with Clause 16.

15.4 In the event that the Services are suspended

pursuant to Clause 15.3, we reserve the right to

charge you a reconnection fee which you must pay

in full prior to the Services being resumed.

15.5 You will remain responsible for making all

payments under this Contract by the due date

during any period of suspension pursuant to Clause

15.2 or 15.3.

16. TERMINATION

16.1 We may terminate this Contract immediately

on notice to you, and without liability to you:

16.1.1 if you fail to pay any amount due under this

Contract on the due date for payment and remain

in default not less than seven (7) days after being

notified by us in writing to make such payment;

16.1.2 if you breach any of the terms of this

Contract and the breach (where the breach is

capable of being remedied) has not been remedied

within thirty (30) days of our written request to

remedy it;

16.1.3 if you convene a meeting of your creditors or

if a proposal is made for a voluntary arrangement

within Part 1 of the Insolvency Act 1986 or a

proposal for any other composition scheme or

arrangement with (or assignment for the benefit of)

your creditors or if you are unable to pay your debts

within the meaning of section 123 of the Insolvency

Act 1986 or if a trustee receiver, administrative

receiver or similar officer is appointed in respect of

all or any part of your business or assets or if a

petition is presented or a meeting is convened for

the purposes of considering a resolution or other

steps are taken for your winding up or for making of

an administration order; or

16.1.4 if the value of your calls falls below the

Committed Spend for a period of ninety (90)

consecutive days.

16.2 We may terminate this Contract if we cease to

be Authorised or if our Authorisation is revoked or

modified in any way which has a material impact on

our ability to provide any part of the Services or if

we are prohibited or restricted from providing any

part of the Services.

16.3 On termination of this Contract for any reason:

16.3.1 you shall immediately pay to us all of our

outstanding unpaid invoices and interest;

16.3.2 you shall return the Equipment to us and if

you fail to do so, we may enter your Premises and

take possession of it, and until it has been returned

or repossessed, you remain responsible for its safe

keeping, any damage caused whilst in your custody

will result in further charges.

16.3.3 we shall return your data to you in an

appropriate format; and

16.3.4 our respective accrued rights and liabilities as

at termination and the continuation of any

provision expressly stated to survive or implicitly

surviving termination, shall not be affected.

16.4 In addition to the provisions of Clause16.3, if

we terminate this Contract in accordance with

Clause 16.1 during the Initial Term or any Extended

Term, you shall pay to us the applicable Cancellation

Charge.

17. CONFIDENTIALITY

17.1 Each party shall protect the Confidential

Information of the other party against unauthorised

disclosure by using the same degree of care as it

takes to preserve and safeguard its own confidential

information of a similar nature, being at least a

reasonable degree of care.

17.2 Confidential Information of the disclosing party

may be disclosed by the receiving party to its

employees, affiliates and professional advisers,

provided that the receiving party procures that any

such recipient complies with the provisions of this

Clause 17.

17.3 The obligations set out in this Clause 17 shall

not apply to Confidential Information which the

receiving party can demonstrate:

17.3.1 is or has become publicly known other than

through breach of this Clause 17; or

17.3.2 was in possession of the receiving party prior

to disclosure by the other party; or

17.3.3 was received by the receiving party from an

independent third party who has a full right of

disclosure; or

17.3.4 was independently developed by the

receiving party; or

17.3.5 is required to be disclosed by a governmental

authority, stock exchange or regulatory body,

provided that the party subject to such requirement

to disclose gives the other party prompt written

notice of the requirement to the extent lawfully

possible.

17.3.6 This Clause 17 shall survive termination or

expiry of this Agreement, however arising and shall

continue thereafter for a period of three (3) years

or such other period as may be agreed by the

Parties.

18. USE OF YOUR INFORMATION

18.1 We may use any information which you supply

to us to carry out a search of the files of credit

reference agencies. We may also carry out identity

and anti-fraud checks with fraud prevention

agencies. If you give false or inaccurate information

to us and we suspect fraud, we will record this.

Details of how you conduct your account may also

be disclosed to those agencies. The information may

be used by us and other parties in assessing

applications for and making decisions about credit,

credit related services and insurance from you and

for debt tracing, debt recovery, credit management

and crime, fraud and money laundering detections

and prevention. Information may be used by us and

other parties for checking your identity, statistical

analysis about credit, insurance, fraud and to

manage account and insurance policies. We may

also perform subsequent searches for the purpose

of risk assessment, debt collection and fraud

prevention with one or more credit reference

agencies and/or fraud prevention agencies whilst

you retain a financial obligation to us.

18.2 You authorise us to use and disclose, in the UK

and abroad, information about you and your use of

the Services and how you conduct your account for

the purposes of operating the account and

providing you with the Services or as required by

law to any company within our group of companies

from time to time, our suppliers, partners or agents,

any telecommunications company, and any person

referenced in 18.1 above.

18.3 You can obtain further details about our data

processing from the public registration held by the

Information Commissioner. If you wish to have

details of the credit reference or the fraud

prevention agencies from whom we obtain

information about you or receive a copy of

information we hold about you, please write to our

Data Protection Officer at the address set out

above. We reserve the right to charge the statutory

fee for the provision of such information to you.

18.4 We may also disclose any information about

you or your use of the Services in order to assist the

investigation of any criminal offence, any offence

under the Data Protection Act or any offence or

contravention of any legislation to the police, the

Information Commissioner, OFCOM and/or any

other relevant organisations.

18.5 We may from time to time use information

which we hold about your business, specifically for

our own marketing purposes. At no time will any

details be passed to any third-party company.

However, you may at any time write to us to

request that we stop using your information for

these purposes.

18.6 You acknowledge that we have no obligation to

monitor, review or edit any of your information or

third- party information which you store on or

transmit through our Equipment or use in

connection with the Services. However, we reserve

the right to intercept, access, retain and disclose

copies of such information for the purposes of:

18.6.1 retaining a record of activity on our

Equipment or systems and otherwise establishing

the existence of facts in connection with the

Services;

18.6.2 observing the performance of the Services

and correcting, maintaining improving and effective

operation of the Services;

18.6.3 complying or ascertaining compliance with

regulatory or self-regulatory practices applicable to

us or the Services (including without limitation the

our Authorisation);

18.6.4 in the interests of national security or for

preventing or detecting crime;

18.6.5 for investigating or detecting any

unauthorised use of our Equipment or the Services;

18.6.6 complying with any request for information

or disclosure from a court or other appropriately

authorised body.

19. DISPUTES

19.1 If any dispute arises in connection with this

Contract, the directors or other senior

representatives of the parties with authority to

settle the dispute will, within thirty (30) days of a

written request from one party to the other, meet

in a good faith effort to resolve the dispute.

19.2 If the dispute is not resolved at that meeting,

the parties will attempt to settle it by mediation in

accordance with the Centre for Effective Dispute

Resolution (“CEDR”) Model Mediation Procedure.

Unless otherwise agreed between the parties, the

mediator will be nominated by CEDR. To initiate the

mediation a party must give notice in writing (“ADR

notice”) to the other party to the dispute requesting

a mediation. A copy of the request should be sent

to CEDR Solve. The mediation will start not later

than 14 days after the date of the ADR notice.

19.3 No party may commence any court proceedings

in relation to any dispute arising out of this Contract

until it has attempted to settle the dispute by

mediation and either the mediation has terminated

or the other party has failed to participate in the

mediation, provided that the right to issue

proceedings is not prejudiced by a delay.

20. FORCE MAJEURE

20.1 We shall have no liability to you under the

Contract if we are prevented from, or delayed in

performing, our obligations under the Contract or

from carrying on our business by acts, events,

omissions or accidents beyond our reasonable

control.

21. GENERAL

21.1 We may vary these terms and conditions of

business from time to time upon written notice to

you.

21.2 A waiver of any right under the Contract is

only effective if it is in writing and shall not be

construed as a waiver of any other provision of this

Contract.

21.3 If any provision of the Contract (or part of any

provision) is found by the court to be invalid, illegal

or unenforceable, that provision or part-provision

shall, to the extent required, be deemed not to

form part of the Contract, and the validity and

enforceability of the other provisions of the

Contract shall not be affected.

21.4 The Contract constitutes the whole agreement

between us and supersedes all previous

agreements between us relating to its subject

matter. We each acknowledge, in entering into the

Contract, we have not relied on, and shall have no

right or remedy in respect of, any statement,

representation, assurance or warranty (whether

made negligently or innocently) other than as

expressly provided in this Contract provided that

nothing in this Clause shall limit or exclude any

liability for fraud.

21.5 You shall not, without our prior written

consent, assign, transfer, subcontract or deal in any

manner with any of your rights or obligations under

this Contract.

21.6 In the event and to the extent of any conflict

between these General Terms and the Order then

these General Terms will take precedence.

21.7 We may at any time subcontract or delegate in

any manner any or all of our obligations under the

Contract to any third party or agent.

21.8 A person who is not a party to the Contract shall

not have any rights under or in connection with it.

21.9 Any notice required to be given under the

Contract shall be in writing and shall be delivered

personally or sent by recorded delivery or by

commercial courier to the other party to the

address set out in the Order or as otherwise

specified by the relevant party by notice in writing

to the other party. Any notice shall be deemed to

have been duly received if delivered personally,

when left at the address set out in the Order or, if

sent by recorded delivery, at 9.00 am on the second

Business Day after posting, or if delivered by

commercial courier, on the date and at the time

that the courier’s delivery receipt is signed.

21.10 This Contract and any dispute or claim arising

out of or in connection with it or its subject matter

or formation, shall be governed by, and construed in

accordance with, English law and shall be subject to

the exclusive jurisdiction of the English courts.

MOBILE & AIRTIME SERVICE ONLY;

SPECIFIC TERMS AND CONDITIONS

In addition to and where necessary to supersede

our general terms and conditions, as above:

22. PURPOSE AND ACCEPTANCE

22.1 Each Order and these terms and conditions set

out the terms and conditions of business between

us and you in respect of the supply of Products,

Services and the introduction to Airtime Service

Providers. These terms and conditions shall govern

the Agreement to the exclusion of any other terms

and conditions subject to which you have accepted

or purported to have made an Order.

22.2 Each Order shall be binding on us only after it

indicates its acceptance by sending out a welcome

letter to you or commences provision of the Service

whichever is earlier, prior to acceptance you agree

that we may carry out such credit checks as it

deems necessary.

22.3 Any recommendations we make resulting in

changes to your communications systems will be as

a result of consultation with you and based solely

upon the information provided to us by you,

considering our knowledge of the products and

services available in the industry.

22.4 For the avoidance of doubt, we do not provide

Airtime Services. If you choose to enter into an

Airtime Services Agreement, you must enter into

such agreement with the Airtime Services Provider

directly. We are not a party to any such

arrangement and have no liability to you in

connection with any such agreement.

22.5 It is the sole responsibility of you to familiarise

yourself with the terms and conditions imposed by

any Airtime Services Provider before entering into

any Airtime Services Agreement with them.

23. DURATION

23.1 Each Agreement shall commence on the date

specified in the Order (or as otherwise notified to

you in writing from us) and shall continue for a

minimum period, that being equal to the signed

mobile or network carrier agreement.

24. AIRTIME SERVICE AGREEMENTS

24.1 We have well established links to all the major

Airtime Services Providers and are able to introduce

you to independently sourced communication

solutions.

24.2 As with any competitive business, tariffs for

Airtime Services adjust to market conditions. We

will use reasonable endeavours to propose the

Airtime Services Provider and tariff that satisfies

your stated communication objectives, at the time

of consultation.

24.3 You are responsible for the administration of

the Airtime Services Agreement and for the transfer

of mobile telephone numbers to new networks. We

will, on request, use reasonable endeavours to

assist you with queries relating to the

administration of Airtime Services Agreements, but

on any contractual issues you must deal with

Airtime Services Provider direct. For the avoidance

of doubt, we cannot cancel Airtime Service

Agreements on your behalf.

24.4 Where an Order states that we agree to re-pay

any charges incurred by you in transferring to a

different Airtime Services Provider, this payment

will be made by us not earlier than four months

from the date of transfer unless otherwise agreed in

the Order. Any such payment will be limited to the

actual mobile numbers transferred at the payment

dated. You are able to claim from us such payments

but shall not be entitled to payment under Clause

24.4 where the Airtime Services Agreement is

terminated prior to the date of payment.

24.5 As common industry practice, we will derive

income from the Airtime Services Providers in the

form of commissions for introducing you to their

services.

24.6 If the Order states that a cash incentive

inducement or subsidy shall be paid to you by us,

where you have entered into an Airtime Services

Agreement, any such payment will be made by us to

you in one instalment in arrears at the end of month

four of the Airtime Services Agreement, unless

otherwise stated. These payments are repayable to

us in the event that the Airtime Services Agreement

has been terminated before the end of the

Minimum Period, as per Clause 23.1.

24.7 Where any incentive is offered by the Airtime

Services Provider or the manufacturer of a Product,

we are not responsible for payment of such sums or

satisfaction of any such obligation to you and you

hereby acknowledges that it must apply direct to

the relevant third party for payment and/or

performance.

24.8 Any cash incentives or subsidy’s offered under

clauses 24.4 and 24.6 that have not been claimed by

you within 14 days from the end of the Minimum

Period become null and void.

24.9 We can confirm that Airtime Services may be

barred or removed for non-usage of individual

handsets after a consecutive 90-day dormant

period. Only the dormant handsets may be barred,

the Airtime Service will not be affected for all other

users.

25. DIRECTLY SUPPLIED PRODUCTS AND SERVICES

25.1 We shall supply the Products stated in the

relevant Order subject to these terms and

conditions.

25.2 All Products supplied by us come with a

12-month manufacturer’s guarantee (“Product

Guarantee”), unless otherwise agreed in writing.

The Product Guarantee is only valid if you comply

with the terms and conditions of the Product

Guarantee.

25.3 We reserve the right to charge you for time

and materials used on repairs carried out as a result

of improper or incorrect usage of the Product

and/or where you have not complied with the terms

and conditions of the Product Guarantee.

25.4 Except for Bank Holidays and other public

holidays, for the purpose of performing repairs and

services in connection with the Product the normal

working hours shall be our Service Hours.

25.5 We shall endeavour to supply or install the

Products by the date (if any) specified in the Order.

However, we do not guarantee that delivery or

installation will be affected by such date and does

not accept any liability in respect of late delivery or

installation for whatever reason.

25.6 We reserve the right to alter specifications or

designs at any time. No warranty, statement, or

promise of any kind given by us, our employees,

agents or contractors shall be binding unless

confirmed in writing by us.

26. PAYMENT

26.1 Where an Order states that a charge is made

for the Product, title to the Product passes to you

upon receipt of payment of the charge in full.

26.2 Where an Order states that a Product is

supplied free of charge, then title in the Product

remains with us and on termination of the

Associated Airtime Service Agreement (for whatever

reason) you must return the Product to us (which

shall include without limitation SIM card, battery,

charger, user guide, and any other materials that

you received with the Product, together with any

accessories supplied by us). If you do not return the

Product to us, then you must pay for the goods in

full. For the avoidance of doubt each product that is

supplied to you is priced at the original purchase

value.

26.3 Notwithstanding that ownership may not have

passed to you, risk in the Product shall pass to you

on delivery.

26.4 Unless otherwise stated, prices are quoted

exclusive of VAT which will be charged in addition.

26.5 All invoices raised by us are to be paid by you

within 14 days of the date of invoice. If you fail to

make payment on the due date, we reserve the

right to charge (both before and after judgement)

daily interest on late payments at a rate equal to 4%

per annum above the base lending rate of Barclays

Bank Plc until the date that payment is made.

26.6 We reserve the right to amend rates and

charges from time to time. The prices applicable

shall be as stated in the relevant Order.

27. WARRANTY AND LIABILITY

27.1 Subject as expressly provided in these Mobile

& Airtime Service Specific terms and conditions and

except where the Goods and/or Services are sold to

a person dealing as a consumer (within the meaning

of the Unfair Contract Terms Act 1977), all

warranties, conditions or other terms implied by

statute or common law are excluded to the fullest

extent permitted by law.

27.2 Where the Goods and/or Services are sold or

supplied under a consumer transaction (as defined

by the Consumer Transaction (Restrictions on

Statements) Order 1976) your statutory rights are

not affected by these terms and conditions.

27.3 A claim by you which is based on any defect in

the quality or conditions of the Goods and/or

Services or their failure to correspond with the

description stated in the Order shall (whether or not

delivery is refused by you) be notified to us within

48 hours from the date of delivery or (where the

defect or failure was not apparent on reasonable

inspection) within a reasonable time after discovery

of the defect or failure. If delivery is not refused,

and you do not notify us accordingly, you shall not

be entitled to reject the Goods and/or Services and

we shall have no liability for such defect or failure,

and you shall be bound to pay the price as if the

Goods and/or Services had been delivered in

accordance with the Agreement.

27.4 Where a valid claim in respect of any of the

Goods and/or Services which is based on a defect in

the quality or condition of the Goods and/or

Services or their failure to meet specification is

notified to the us in accordance with these terms

and conditions, we may replace the Goods (or the

part in question) or re-perform the Services (in

whole or in part) free of charge, or our sole

discretion, refund to you the price of the Goods

and/or the Services (or a proportionate part of the

price), in which case we shall have no further

liability to you.

27.5 Except in respect of death or personal injury

caused by our negligence, we shall not be liable to

you by reason of any representation (unless

fraudulent), or any implied warranty, condition or

other term, or any duty at common law, or under

the express terms of the Agreement, for loss of

profit or for any indirect, special or consequential

loss or damage, costs, expenses or other claims for

compensation whatsoever (whether caused by the

negligence of us, our employees or agents or

otherwise) which arise out of or in connection with

the supply of the Goods and/or Services (including

any delay in supplying or any failure to supply the

Goods and/or Services in accordance with the

Agreement or at all) or their use or resale by you

and the entire liability of us under or in connection

with the Agreement shall not exceed the price of

the Goods and/or Services except as expressly

provided in these terms and conditions.

27.6 We shall not be liable to you or be deemed to

be in breach of the Agreement by reason of any

delay in performing, or any failure to perform, any

of our obligations in relation to the Goods and/or

Services, if the delay or failure was due to any cause

beyond our reasonable control.

28. TERMINATION

28.1 Either party may (without limiting any other

remedy) at any time terminate the Agreement by

giving written notice to the other if the other

commits any material breach of these terms and

conditions and (if capable of remedy) fails to

remedy the breach within 30 days after being

required by written notice to do so, or if the other

goes into liquidation, becomes bankrupt, makes a

voluntary arrangement with its creditors or has a

receiver or administrator appointed.

29. GENERAL

29.1 These terms and conditions (together with the

general terms set out in the Order) constitute the

entire agreement between the parties, supersede

any previous agreement or understanding and may

not be varied except in writing, or previously agreed

in writing, between the parties. All other terms,

express or implied by statute or otherwise, are

excluded to the fullest extent permitted by law.

29.2 A notice required or permitted to be given by

either party to the other under these terms and

conditions shall be in writing addressed to the other

party at its registered office or principal place of

business or such other address as may be at the

relevant time have been notified pursuant to this

provision to the party giving the notice.

29.3 No failure or delay by either party in exercising

any of its rights under the Agreement shall be

deemed to be a waiver of that right and no waiver

by either party of any breach of the Agreement by

the other shall be considered as a waiver of any

subsequent breach of the same or any other

provision.

29.4 If any provision of these terms and conditions

is held by any court or other competent authority or

be invalid or unenforceable in whole or in part, the

validity of the other provisions of these terms and

conditions and the remainder of the provision in

question shall not be affected.

29.5 You may only assign the benefit of an

Agreement and any rights it may have under it

either wholly or partly with our prior written

consent, such consent will not unreasonably be

withheld. We may sub-contract and assign the

benefit and all rights and obligations under an

Agreement to a third party by obtaining your prior

written consent, which will not be unreasonably

withheld.

29.6 These terms and conditions shall be governed

by and construed in accordance with the Laws of

England and both parties herby submit to the

exclusive jurisdiction of the English Courts.

GDPR CLAUSE

In accordance with the regulations set out the

company will endeavor to:

• only act on the written instructions of the

designated data controller;

• ensure that people processing the data are

subject to a duty of confidence;

• take appropriate measures to ensure the

security of processing;

• only engage sub-processors with the prior

consent of the controller and under a

written contract;

• assist the controller in providing subject

access and allowing data subjects to

exercise their rights under the GDPR;

• assist the controller in meeting its GDPR

obligations in relation to the security of

processing, the notification of personal

data breaches and data protection impact

assessments;

• delete or return all personal data to the

controller as requested at the end of the

contract; and

• submit to audits and inspections, provide

the controller with whatever information it

needs to ensure that they are both meeting

their Article 28 obligations, and tell the

controller immediately if it is asked to do

something infringing the GDPR or other

data protection law of the EU or a member

state.

• A processor must only act on the

documented instructions of a controller. If

a processor determines the purpose and

means of processing (rather than acting

only on the instructions of the controller)

then it will be considered to be a controller

and will have the same liability as a

controller.

• In addition to its contractual obligations to

the controller, under the GDPR a processor

also has the following direct

responsibilities:

• not to use a sub-processor without the

prior written authorisation of the data

controller;

• to co-operate with supervisory authorities

(such as the ICO);

• to ensure the security of its processing;

• to keep records of processing activities;

• to notify any personal data breaches to the

data controller;

• to employ a data protection officer; and

• to appoint (in writing) a representative

within the European Union if needed.

If a processor (us) fails to meet any of these

obligations or acts outside or against the

instructions of the controller, then it may be liable

to pay damages in legal proceedings or be subject to

fines or other penalties or corrective measures.

If a processor uses a sub-processor then it will, as

the original processor, remain directly liable to the

controller for the performance of the subprocessor’s

obligations.

IT SUPPORT SERVICES – CUSTOMER OBLIGATIONS:

CONTRACTED HOURS AND MANAGED SUPPORT AGREEMENT

Notice of Environment Changes:

You agree to notify us at least five business days prior to change management activities affecting either your

IT infrastructure or specifically Entitled Devices (whereupon “Entitled Devices” means those devices agreed to be

supported under this agreement), including those activities listed below. Change management activities include

any enhancement, modification, update, installation or deinstallation that will impact the existing production

environment for one or more Entitled Devices, including, but not limited to, networks, data centre operations,

support or facilities environment.

Activity / Tasks that involve the loss of monitoring services and/or trigger alerts:

• Stopping/disabling monitoring Services for one or more Entitled Device(s).

• Server shutdowns/reboots.

• Decommissioning/replacement of Entitled Devices including activities related to the replacement, refresh,

reconfiguration or decommissioning of hardware.

• Disabling switch ports as well as physical cable disconnections (i.e. moving equipment).

• Disabling network cards.

• Disconnecting network cables.

• Service account changes (Credentials, naming). Changes such as renaming, deleting, privileges change and

mainly password reset on accounts used in connection with Entitled Devices.

• Outages/maintenance of the environment containing Entitled Devices (including emergency changes).

• Installation/uninstallation/upgrades of system software introduced into environment containing Entitled

Devices (servers, routers, firewalls, etc.)

By providing us with advance notice of any change management activities, we will suppress alerts from being

generated for the Entitled Devices affected by the change management activities during the maintenance

window selected by you and advise on best practice to make any changes. If you do not follow this procedure, it

may place your environment at risk and may incur charges if we are requested to bring the environment back to

a stable ready state.

Hardware Support:

In addition to the maintenance of the operating system and software, you agree to provide valid hardware

support warranties for all equipment that is covered under the Agreement. You also agree to cover costs for

hardware repairs and/or replacement for all equipment not under a valid hardware support warranty.

Technical Requirements:

1. IT Environment

• Professionally installed network cabling (Category 5e or higher)

• If deemed necessary by us, Active Directory with all systems in the environment added to the domain

• Provide us with a list of all subnets that devices are on

• Minimum 2mbps persistent broadband connection

• Current network diagram

• All devices labeled and identified on network diagram

2. Firewall – Hardware

• Current business class firewall (SonicWall, Cisco, Fortinet, Draytek)

3. Firewall – Software

• Intrusion detection, Anti-Virus and Anti-Malware subscription

• Anti-Virus must be installed on all computers

• OS patch updates must be current

Supported Products:

Select devices from the following hardware manufactures (but not limited to):

• Dell

• 3COM®

• Acer®

• Brother®

• Canon®

• Cisco®

• D-Link®

• Epson®

• HP®

• IBM®

• Apple

• Lenovo

• Lexmark®

• Linksys®

• Netgear®

• Draytek®

• Sony®

• Toshiba®

Not all devices provided by the hardware vendors listed above are supported. For minimum technical

requirements and a complete list of available Services and supported products please contact us.

Supported technologies include but are not limited to the following:

• Microsoft® Windows® desktop operating systems currently supported up to the extended support end date.

• Microsoft Windows server operating systems currently supported up to the extended support end date.

• Desktop applications including: Adobe® Acrobat®, Adobe Photoshop, AVG Virus Scan®, Microsoft Excel®,

Microsoft Outlook®, Microsoft PowerPoint, Microsoft Word, Internet Explorer®, Mozilla Firefox.

• Microsoft Windows server applications including: Exchange Server, SQL Server® and Active Directory®

• Apple® Mac OS devices and Server technologies.

Lines of Business applications are evaluated on a case by case basis. LOB’s must include active support

subscriptions from the developer.

UNLESS CONFIRMED ON THE ORDER AGREEMENT, NEITHER THE CONTRACTED HOURS OR MANAGED SUPPORT

AGREEMENT INCLUDE MICROSOFT BACK OFFICE SUPPORT OR SUPPORT OF COMPANY MICROSOFT TENANTS

THEREIN – THESE WOULD BE PART OF A SEPARATE MICROSOFT MSA OR CHA SUPPORT AGREEMENT.