Terms & Conditions

2:6 COMMUNICATIONS LIMITED
TERMS AND CONDITIONS FOR HOSTED TELEPHONY SERVICES

DEFINITIONS AND INTERPRETATION

In these terms and conditions (“Terms”) the following words shall have the following meanings:

Acceptable Use Policy the acceptable use policy in force from time to time that sets

out the terms upon which you may use the Services;

Agreement the agreement between you and the Company for the supply of the Services in accordance with the Order and these Terms;

Authorised Provider the Company’s authorised third party provider of the Services

or Support Services;

Emergency Centre the premises where operators answer Emergency Calls;

Call a signal, message or communication which can be silent, visual or spoken, excluding text messages;

Charges the charges as notified to the Customer from time to time and payable by the Customer to the Company for the Services;

Commencement Date the date of the Agreement;

Company, We, Us, Our 2:6 Communications Ltd (Company Number: 13519260)

whose Registered Office is at 13 Mendip Road, Weston Super Mare, BS23 3HB

Confidential Information any and all information whether disclosed in written or oral or

machine-readable form or otherwise including without limitation information relating to the Company’s services, equipment, operations, know-how, trade secrets and information of commercial value;

Configuration Portal the web based portal used by the Customer to create and

manage telephone features;

Connect To Number the contact number used to connect to the relevant Emergency

Services Organisation;

Customer, you the individual, company, entity, organisation or business that

purchases the Services from the Company;

Customer Data data inputted or supplied by the Customer for, or in the use of,

the Services;

Customer Information any documents or other materials and any data or other

information provided by the Customer relating to the Services;

Customer IT any components of the Customer’s IT infrastructure (including but not limited to cabling, systems, hardware and software);

DPA the Data Protection Act 1998;

Early Termination Fee means:

all Charges that are accrued up to and including the date

of termination; plus

an average per day value of the Call Charges accrued by the Customer in the three months prior to the date of termination chargeable each day from the date of termination until the date of expiry of the Minimum Term, Renewed Minimum Term or Subsequent Term (as the case may be); plus

the total amounts of all Rental Charges still remaining on the Minimum Term, Renewed Term or Subsequent Term (as the case may be) from the date of termination until the date of expiry of the Minimum Term, Renewed Minimum Term or Subsequent Term (as the case may be);

Emergency a serious situation or occurrence that demands immediate action;

Emergency Call a Call to 999;

Emergency Calls Access the service conveying Emergency Calls as described in

Clauses 3.10 to 3.14 inclusive and which forms part of the Services;

Emergency Services Database or ESDB

Emergency Services Organisation

the 999 call routing and address database;

the relevant local public police, fire, ambulance and coastguard services and other similar organisation providing assistance to the public in emergencies;

Incoming Calls calls from the destinations with E.164 numbers made to the

Customer;

International Destination Network

a network operated in an overseas country;

IP internet protocol;

IPR patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), 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 Term Thirty-six (36) months (or such other minimum period as is set

out in the Order) from the Commencement Date;

Ofcom the Office of Communications or other replacement authority;

Order the Customer’s order for the Services;

Outgoing Calls calls from the Customer to destinations outside of the Customer’s Service subject to the restrictions set out in

Clauses 3.7 to 3.11 inclusive;

Personal Data personal data, as defined in the DPA;

PRS or Premium Rate Service a communications service where Call charges include a

premium to cover the cost of content and/or an element of the service above the costs and charges attributable to conveyance;

Renewed Term the renewed term agreed with the Company in writing in accordance with Clause 9.2;

Rental the monthly fee (including line rental, equipment rental, and other rental) payable by the Customer for the Services, as set out in the Order or as otherwise notified by the Company;

Services the hosted email, hosted telephony and / or hosted desktop and other managed IT services as set out in the Order that the Company agrees to supply to the Customer;

Service Levels the standard of performance in respect of the provision of the

Services set out in the Schedule;

Subsequent Term a minimum of twelve (12) months (or such other period set out

in the Order);

Support Services the support services provided by the Company or its Authorised

Provider in connection with the Services;

Working Day 08:00 to 17:00 Monday to Friday but excluding public holidays in the United Kingdom.

Construction. In these Terms, the following rules apply:

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

a reference to writing or written includes faxes and e-mails.

a reference in these Terms to any provision of a statute shall be construed as a reference to that provision as amended, re-enacted or extended at the relevant

headings in the Agreement shall not affect

2. ORDERS

The Order constitutes an offer by the Customer to purchase the Services in accordance with these

Within 5 days of receipt of an Order or such other time as agreed with the Customer, the Company or its Authorise Provider shall carry out a feasibility check and audit of the Customer’s system and/or

If, after carrying out a feasibility check and audit of the Customer’s system and/or software the Company or its Authorise Provider determines that:

the Customer’s system and/or software does not pass the feasibility check and audit it may reject the Order;

the Customer’s system and/or software passes the feasibility check and audit it may accept the

If the Customer’s system and/or software passes the feasibility check the Order shall only be deemed to be accepted when the Company issues written acceptance of the Order or (if earlier) the Company provides the Services to the Customer at which point and on which date the Agreement shall come into existence (Commencement Date).

Once an Order has been accepted by the Company, the Customer may not cancel an

We may accept or reject an Order at Our sole

The Agreement constitutes the entire agreement between the parties. The Customer acknowledges that it has not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of the Company which is not set out in the Agreement.

These Terms apply to the Agreement to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

3. SUPPLY OF SERVICES

We shall supply the Services to the Customer from the Commencement Date for the Minimum Term and any Renewed Term or Subsequent Term in accordance with these Terms.

The Customer acknowledges that it has limited rights to terminate the Agreement during the Minimum Term, Renewed Term or Subsequent Term (as the case may be). These rights are set out in Clause 9.5. If the Customer terminates the Agreement before the expiry of the Minimum Term, Renewed Term or Subsequent Term, the Customer shall pay any applicable Early Termination

Unless otherwise agreed with the Company in writing, the Services will be provided in the United

We shall have the right to make any changes to the Services which are necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the Services, and We shall notify the Customer in any such

The Company warrants to the Customer that the Services will be provided using reasonable care and

We do not warrant that the Services will be available without interruption or will be error

The Customer acknowledges that:

the Company’s ability to perform its obligations under the Agreement is dependent upon the Customer’s full and timely cooperation with the Company as well as the accuracy and completeness of any Customer Information the Customer provides to the Company. We shall not be responsible or liable for any delay in providing the Services which arises directly out of the Customer or Customer’s failure to perform its obligations hereunder or to co-operate with the Company or to provide complete and accurate Customer Information, all in a timely manner;

unless otherwise agreed by the Company in writing, the Services have not been developed to meet their individual requirements and that it is therefore the Customer’s responsibility to ensure that the facilities and functions of the Services meets their requirements;

We shall not be liable or responsible for any delays, delivery failures or any loss or damage arising out of or resulting from the transfer of data including but not limited to Customer Data, over communications networks and facilities (including the internet) unless caused by an act or omission of the Company;

the Services may be subject to limitations, delays and other problems arising out of the use of such communications networks and facilities;

the Services are not designed to be a carrier interconnect and that the platform for this Service will not support diallers of any description;

scheduled downtime will occur from time to time. We will use Our reasonable endeavours to provide the Customer with at least three (3) Working Days’ notice of any scheduled downtime;

the existence of any minor errors in the Services shall not constitute a breach of the Agreement;

some technical limitations with the Services may not become apparent until after the Services have been installed and working for some time;

the Services do not support conveyance of calls to International Destination Networks;

whilst the Services include capabilities which enables it to adhere to regulations including PCI (Payment Card Industry) for card payments, and Ofcom for outbound diallers, neither the Company or its Authorised Providers will be responsible for compliance to any such regulations by the Customer;

it is their responsibility to ensure compliance with the requirements of the telephone preference service. We shall not be responsible for such compliance by the Customer;

use of the Services, may carry certain security risks to the systems and networks of the Customer, the Company and third parties including, but not limited to: misuse; unauthorized access; alterations; theft; fraud; destruction; corruption; and attacks (Occurrences). The Customer will, at its own expense, take security measures including but not limited to the use of firewalls, passwords, access restrictions, encryption, policies, and physical access restrictions, to protect from Occurrences all, equipment, software, data and systems located on the Customer’s premises or otherwise in the Customer’s control and used in connection with the Services, whether owned by the Customer, the Company, or the Company’s suppliers. The Customer is responsible for all security measures, even if the Customer uses a third party or the Company to configure and implement them;

We may occasionally suspend the Service for operational reasons (such as maintenance or Service upgrades), major service outages or because of an Emergency, but will use Our reasonable endeavours to give the Customer as much notice as possible; and

the Company or its Authorised Provider may at any time and without liability modify, expand, improve, maintain or repair the Services and this may require suspension of the operation or provision of the Services and We shall have no liability to the Customer in connection with any such adverse effect on the quality and availability of the

The Customer will be able to make Calls to any destination unless Call barring has been set up, via the Configuration Portal, in relation to Calls to particular numbers or

If abnormally high Call volumes are conveyed via the Services for onward termination to an International Destination Network, the Company or the Company’s Authorised Provider may instigate network management control measures including but not limited to Call

The Services will not support the following Call types:

Outgoing Calls to

Non-E164 PSTN numbers for calls terminating outside of the UK;

070 personal numbering services;

dial up internet services; and

video calls that require IP to TDM

1XX, 1XXX and 1XXXX codes (excluding directory enquiry services);

Premium Rate Services,

Incoming Calls to 070 personal numbering services; and

short message service and text

Emergency Call Access

An Emergency Call Service will only be available where the Emergency call originates from a calling party located in the UK having a telephone number conforming to the National Telephone Numbering Plan, as set out on the Ofcom website, and being either from a geographic number range or from non-geographic number ranges with a prefix of: 055, 056, 03 or

Subject to the provisions of this Clause, where Emergency Calls are conveyed to the Service platform, the Company or its Authorised Provider will use reasonable endeavours to:

convey Emergency Calls to one of the relevant Emergency Centres;

provide the Customers geographic address locations to the Emergency Services Database, based on the information provided by the Customer in the Order;

if the geographic location of the Emergency Call can be sufficiently identified, provide an onwards connect service to the relevant Emergency Services Organisation via an Emergency Centre telephone operator by means of two-way voice telephony;

liaise and co-operate with the Customer in attempting to resolve problems that may arise; and

assist the Emergency Services Organisations with requests for call-trace in an attempt to identify the geographic location of the Emergency Call and the Customer telephone number if not automatically

If the Company or its Authorised Provider receives an Emergency Call for which it is not possible to clearly confirm the geographic location and appropriate Connect To Number, or the information is incorrect or corrupted, the Company or its Authorised Provider will use reasonable endeavours to convey the Call to a Connect To Number for the appropriate Emergency Services

We do not warrant that the Services is, or will be, free from faults, however, the Company or its Authorised Provider will correct faults with the Services which affect Emergency Calls in accordance with the Company or its Authorised Provider’s normal engineering

We will supply to the Customer an annual audit file which lists the name and address details of the Customers individual users by telephone number, which are held for 999

A fair usage policy will apply to the Services with regards to the number of voice channels available.

The Company’s employees, agents, Authorised Provider’s or sub-contractors are not authorised to make any representations concerning the Services unless confirmed by the Company in

Any advice or recommendation given by the Company or its employees, agents, Authorised Provider’s or sub- contractors to the Customer or its employees or agents as to the Services (whether under clause 3.6 or generally) which is not confirmed in writing by the Company is followed or acted on entirely at the Customer’s own risk, and accordingly We shall not be liable for any such advice or recommendation which is not confirmed in

4. THE COMPANY’S OBLIGATIONS

We shall use reasonable endeavours to meet any performance dates agreed in writing, but any such dates shall be estimates only. We shall not be liable for failure to meet them and time shall not be of the essence for performance of the

We may:

change or withdraw some, or part, of the Services from time to time. This may be because of changing technologies, obsolescence, new or different product features, changing content providers or the need to remove, replace or modify content; and

determine how the Services are presented and delivered or are otherwise made available to the Customer. the Company can change the means or method of providing the Services or the way they are presented, delivered or otherwise made available to the Customer at any time provided that the altered Services shall meet the Service

We shall give the Customer not less than 1 months’ notice in writing of any decision to vary the Services (“Notice of Variation”) or discontinue the supply of all or any of the Services (“Notice of Discontinuance”). We shall use Our reasonable endeavours not to vary or cease to provide any service during the term of the

In the event that the Company serves a Notice of Variation or Notice of Discontinuance upon the Customer, the Company or its Authorised Provider will continue to provide those Services that are being varied or discontinued and technical support in accordance with Clause 6 during the notice period set out in the Notice of Variation or Notice of

We shall be entitled (at Our discretion) to make changes to the Service at any time without notice in order to comply with any safety or legal requirement applicable to the

Within fourteen (14) days of receipt of a Notice of Variation or Notice of Discontinuance, the Customer has the right to terminate this Agreement on fourteen (14) days’ written notice to the Company if such variation or discontinuance of the Services has a material adverse effect on the Customer’s use of the

5. THE CUSTOMER’S OBLIGATIONS

The Customer may only use the Services:

in accordance with the Agreement;

in accordance with any instructions provided to the Customer by the Company from time to time; and

for their own internal business

The Customer may not resell or commercially exploit any of the Services or content without the prior written consent of the

The Customer shall:

ensure that the terms of the Order are complete and accurate;

ensure that it is aware of and accepts any Acceptable Use Policy before using the Services and observes the Acceptable Use Policy at all times during the term of the Agreement;

ensure that, prior to the Commencement Date, adequate virus protection software is installed on all computer systems to which We will require access for the purpose of performing the Services;

ensure that it provides all Customer Information required by the Company and that all such Customer Information shall be accurate, full and provided in a timely manner;

afford to the Company all access and facilities that We shall reasonably require when attending the Customer’s premises;

ensure that its equipment, IT infrastructure and connectivity shall be adequate to enable the Company to efficiently provide the Services;

ensure that We shall have such remote and other access to the systems and infrastructure of the Customer as it shall require to provide the Services;

enter into and maintain contracts directly with such third party providers as may be necessary to enable the Company to provide the Services and ensure that such contracts permit the Company to request resources directly from each provider on behalf of the Customer when required;

keep in place software maintenance agreements with the providers of all supported software applications used by the Customer to ensure adequate assistance from such vendors if required;

take all reasonable precautions to protect the health and safety of the Company’s personnel, agents, Authorised Providers and sub-contractors whilst at the Customer’s premises;

ensure that it is the owner of or is entitled to use all the Customer IT and equipment which is the subject of the Services to be provided by the Company (including any machines, drawings, connectors, cables, parts or other items, computer room documents, manuals, tapes, disk media, items of furniture and other equipment), or that it is authorised by the owner thereof to make them available to the Company if necessary;

ensure that any equipment connected (directly or indirectly) to or used with the Services is compatible with the Service and where applicable be on the authorised equipment list provided by the Company from time to time. Any equipment not listed as authorised equipment by the Company, where applicable, will not be supported by the Services;

ensure that the details of the existing hardware and software it uses and all current licenses it holds for software are complete and accurate;

ensure that any software, documentation or manuals (if any) provided by the Company to the Customer to enable the Customer to receive and use the Services, are used for the Customer’s internal use only and, except as permitted by applicable law or as expressly permitted under the Agreement the Customer will not, without the Company’s prior written consent, copy, de-compile or modify any software, nor copy the manuals or documentation relating to that software, nor knowingly allow or permit anyone else to do so;

ensure that all Customer Information and any Customer Data provided by it or stored on, or processed by, the servers of We shall not be obscene, defamatory, likely to result in any claim being made against the Company by any third party, or in breach of the Acceptable Use Policy;

not use the Services and will take all reasonable steps to ensure that the Services are not used by anyone:

to send, knowingly receive, upload, download, use or re-use material which is offensive, indecent, defamatory, obscene or menacing;

contrary to any instructions given by the Company under clause 1.2;

in a way that does not comply with the terms of any legislation or any licence applicable to the Customer;

in a manner that is in any way unlawful, fraudulent or in bad faith or, to the knowledge of the Customer, has any unlawful, fraudulent or bad faith purpose or effect;

in a manner that in the Company’s reasonable opinion could materially affect the quality of the Services, or any other services, provided by the Company;

in a manner which is contrary to Clause 13; or

in a manner that that could reasonably be believed to have a detrimental effect on the Company’s brand or

keep confidential and secure any user names and passwords provided or enabled by the Company and use them strictly in accordance with any instructions issued by the Company;

comply with all rules, regulations, legislation, statutes and laws that are applicable to the Services;

comply with all reasonable policies, procedures and practices applicable to the Services and as notified to it by the Company in writing from time to time;

indemnify the Company against any losses, damages, costs (including reasonable legal fees) and expenses incurred by or awarded against the Company as a result of;

the Customer’s breach of this Clause 3;

system outages arising out of or in connection with the Customer’s breach or non-performance of the Acceptable Use Policy;

use by the Customer of the Services that causes damage to, interrupts or otherwise prevents the Company from supplying the Services to other customers or complying with obligations owed to other customers;

any use of the Services by the Customer that promotes or assists any illegal

co-operate with and follow the Company’s reasonable instructions to ensure the proper use and security of the Services;

permit the Company to use Customer Information for credit checking and debt collection (including disclosure to and use by third parties acting for the Company) and any other uses and disclosures permitted under the DPA and will allow the Company to disclose such information to the extent that the Company is required to do so by law or any relevant

If the Company’s performance of any of its obligations under the Agreement is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (Customer Default):

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

We shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from the Company’s failure or delay to perform any of its obligations under the Agreement; and

the Customer shall reimburse the Company on written demand for any costs or losses sustained or incurred by the Company arising directly or indirectly from the Customer

The Customer shall own all rights, title and interest in and to the Customer Information and Customer Data and shall have sole responsibility for its legality, reliability, integrity, accuracy and

Neither the Company nor its Authorised Provider shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data except to the extent caused by the Company’s negligence. Notwithstanding any other provision, We shall be entitled (but not obliged) to remove and/or delete (in Our absolute discretion) any Customer Data which it considers does not conform to the Acceptable Use

6. SUPPORT SERVICES

The Company or its Authorised Provider shall provide 1st line support to the Customer for the Services as follows:

a help desk support facility to the Customer for first line technical support free of charge and in doing so, the Company’s Authorised Provider may liaise with the Customer in order to fulfil its obligations under this Clause;

remote engineer support; and

visits to the Customer’s sites at times convenient to the Company or its Authorised Provider, such visits to be free of charge in the event that the visit is the result of a fault by the Company, its Authorised Provider or its employees or agents. If the visit is not the result of a fault by the Company, it’s Authorised Provider or its employees

or agents fault then We may charge for the visit in accordance with Our then current table of charges.

The Customer shall immediately report any fault to the Company’s Customer Services Department and provide details of the fault where it will be dealt with in accordance with the agreed fault repair service or the applicable Service Levels. We shall not be obliged to fix any fault if:

the fault arises because the Customer failed to follow any user manual or other documentation available from the Authorised Provider or the Company’s oral or written instructions as to the use of the Services or (if there are none) good trade practice;

the defect is caused by improper use of the Services or use outside its normal application.

If the Company agrees to fix a fault:

caused by the circumstances set out in Clause 6.2; or

caused by the Customer; or

that otherwise falls outside the responsibility of the Company; or

where no fault is subsequently found

We may charge the Customer for such work at Our applicable man-hour rate.

7. CHARGES AND PAYMENT

The Customer shall pay the

We will invoice the Customer monthly in advance and the Customer shall pay the full amount invoiced by direct debit within fourteen (14) days of the date of

The Customer shall pay the Charges in pounds sterling without set-off or

The Charges are exclusive of Value Added Tax, which shall be payable by the Customer in addition to the Charges at the rate applicable from time to

Time for payment of the Charges shall be of the essence of the

If the Customer fails to make payment in full by the due date, in addition to the Company’s right to suspend the Services as set out in Clause 8.1, We may:

withdraw passwords, accounts and/or access to the Services;

charge interest at the rate of 4% per annum above the base rate of the National Westminster Bank plc on any amounts outstanding from the due date for payment until payment is made in

In the event that:

the Company follows instructions with or from the Customer to upgrade or amend the Services; or

the Company agrees to update, increase and/or change the Services in order to resolve the Customer’s support issues,

then the Customer shall be responsible for, and shall pay to the Company, the costs incurred by the Company as a result of updating, increasing and/or changing the Services and any associated fees to be paid in respect of such upgrade or amendment.

We will give the Customer as much prior notice as practicable of any alteration to the Charges and in any event not less than 1 month’s prior notice of such

If the Company becomes liable to pay any additional fees, costs or charges to the Government, a regulatory authority or self-regulatory authority and such fees, costs or charges are directly attributable to the provision of Services to the Customer under the Agreement, We shall be entitled to pass through such fees, costs and charges to the Customer with immediate

Where the Company agrees to do work outside a Working Day at the request of the Customer, We may charge the Customer in accordance with the Company’s applicable man- hour

8. SUSPENSION AND VARIATION OF THE SERVICES

The Company reserves the right (at its option) to terminate the Agreement or suspend or vary the Services:

if the Customer fails to comply with its obligations under the Agreement including the obligation to pay the Charges;

if the Company reasonably believe the Customer has provided false or misleading Customer Information;

the Company needs to modify, expand, improve, maintain or repair the Services;

the Customer’s credit rating decreases at any time, and the Customer fails to supply reasonable security in response to a request from the Company; or

the Company considers that there is a significant credit risk;

the Company considers that there is a fraud risk;

the Company’s contract with its Authorised Provider to the Services is suspended, varied or

The re-instatement of suspended Services shall be at the Company’s sole discretion and the Customer shall nevertheless be responsible for payment of the Charges during any period where the Services are suspended pursuant to clause 8.1.1, clause 8.1.2 and clause 8.1.4. A reconnection fee may also be

Planned Engineering Works

We will provide a minimum of 3 Working Days’ notice of all scheduled outages which may impact availability of the

9. TERM AND TERMINATION

The Agreement shall commence on the Commencement Date and shall continue for the Minimum Term and any Renewed Term or Subsequent Term or as otherwise agreed in writing by the

If upon the expiry of the Minimum Term, Renewed Term or Subsequent Term (as the case may be) the Customer has not;

agreed a Renewed Term; or

given notice to the Company in accordance with Clause 5

We will continue to supply the Services to the Customer for the Subsequent Term unless the Customer terminates the Agreement as set out in Clause 9.5.

If a Renewed Term has been agreed We will continue to supply the Services to the Customer for the Renewed Term unless the Customer terminates the Agreement as set out in Clause 9.5.

The Customer may:

terminate the Agreement (without incurring any Early Termination Fee) by giving a minimum of four (4) weeks prior written notice to the Company such notice to expire on the expiry date of the Minimum Term, the Renewed Term or Subsequent Term (as the case may be); or

terminate the Agreement before the Minimum Term, the Renewed Term or Subsequent Term (as the case may be) has expired but will have to pay the Early Termination Fee to the

Without prejudice to any other rights or remedies to which We may be entitled, We may terminate the Agreement without liability to the Customer if:

the Customer commits a material breach of any of the terms of the Agreement and (if such a breach is remediable) fails to remedy that breach within the following periods from the date of the notice from the Company:

7 days where there is a failure to pay a sum due under the Agreement;

14 days, if either sub-clauses 9.2.1.1 or 9.2.1.3 do not apply;

a shorter time, reasonably specified in the notice, in the case of Emergency;

48 hours where the Customer is repeatedly in breach of the Agreement (including without limitation repeatedly late in paying sums due under the Agreement) where notice of a previous breach for the same reason has been given;

the Customer commits a material breach of any of the terms of the Agreement that is not capable of being remedied; or

9.5.1. the Customer is unable to pay its debts (within the meaning of section 123 of the Insolvency Act 1986), or becomes insolvent, or is subject to an order or a resolution for its liquidation, administration, winding-up or dissolution, or has an administrative or other receiver, manager, trustee, liquidator, administrator or similar officer appointed over all or any substantial part of its assets, or enters into or proposes any composition or arrangement with its creditors generally, or is subject to any analogous event or proceeding in any applicable jurisdiction an order is made or a resolution is passed for the winding up of the Customer, or circumstances arise which entitle a court of competent jurisdiction to make a winding-up order of the Customer.

The Company may, without prejudice to any of its other rights under the Agreement, terminate the Agreement with immediate effect by notice in writing in the event that:

the Company is not, for whatever reason, permitted or authorised to provide the Services;

the Company reasonably considers that the breach, act, omission or default of the Customer may result in the Company’s failure to comply with any applicable legislation or may place the Company in breach of its agreement with it’s licensors;

use by the Customer of the Services is, or is likely to cause damage to, interrupt or otherwise prevent the Company from supplying the Services to other customers or complying with obligations owed to other customers;

such action is required to comply with a direction from Ofcom or any competent authority to suspend or cease the provision of the Service or any part of it;

such action is required in order to comply with any legislation;

the Company has reasonable grounds to suspect that the Customer is involved in fraudulent or other unlawful

If the Agreement commences before the Company has completed its credit check of the Customer, We shall be permitted to terminate the Agreement immediately by written notice if the Customer fails to pass the Company’s credit

The rights to terminate the Agreement given by this Clause 9 shall be without prejudice to any other right or remedy of the Company in respect of the breach concerned (if any) or any other

10. EFFECTS OF TERMINATION

Upon termination or expiry of the Agreement for any reason:

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

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

clauses which expressly or by implication survive termination shall continue in full force and effect; and

unless otherwise agreed in writing by the Company:

all rights and licences of the Customer under the Agreement shall terminate; and

the Customer shall cease to use, and delete, all instances of the

11. LIMITATION OF LIABILITY: THE CUSTOMER’S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE

Nothing in these Terms shall exclude or limit the liability of either party to the other:

for death or personal injury caused as a result of its negligence or the negligence of its employees, agents or subcontractors;

for fraud or fraudulent misrepresentation;

for any matter for which it would be illegal for the Company to exclude or attempt to exclude it’s

Subject to clauses 11.1 the total liability of the Company to the Customer arising under or in connection with the Agreement, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed:

in respect of damage to, or destruction of, tangible property, £500,000; and

in respect of all other damage, loss or liability, £500,000.

Subject to Clause 11.1, We shall not be liable to the Customer for:

loss of profits; or

loss of revenue;

loss of income or business;

loss of time;

depletion or loss of goodwill, reputation or similar losses;

loss of anticipated savings;

loss of anticipated profits;

loss of anticipated revenue;

loss of data;

loss of use;

loss of contract;

any indirect or consequential or special loss or damage or pure economic loss, costs, damages, charges or expenses whatsoever and howsoever

The Services are not intended to be used for, or in relation to, any purpose which will or may affect the safety or wellbeing of any person and the Company excludes any and all liability whatsoever arising out of, or related to, any such

The provisions of this Clause 11 shall survive termination or expiry of the

12. CONFIDENTIALITY AND DATA PROTECTION

During the term of the Agreement and for three (3) years after termination, the Customer shall :
- Keep all Confidential Information as confidential

Disclose Confidential Information only to its employees that need to know it for the purposes contemplated by the Agreement and;
Use the Confidential Information exclusively for the purposes contemplated by the Agreement.

This clause shall not apply to information that the customer can prove:

is in the public domain otherwise than by the customer’s breach
it already had in its possession prior to obtaining the information directly or indirectly from the Company; or
a third party subsequently disclosed to the Customer free of restrictions on disclosure and

Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 12 is in addition to, and does not relieve, remove or replace a party’s obligation under Data Protection

The Company’s Privacy Notice sets out the scope, purpose and nature of processing by the Company, the duration of processing and types of personal data (where personal data has the meanings as defined in the Data Protection Legislation) the Company

The Customer will ensure without prejudice to the generality of Clause 12.1, that it has all necessary appropriate consents and notices in place to enable lawful transfer of the Personal Data (as defined in the Data Protection Legislation) to the Company for the duration and purposes to the

13. INTELLECTUAL PROPERTY RIGHTS

Unless otherwise agreed in writing, all Intellectual Property Rights in and to the Services belong, and shall continue to belong, to the Company and/or its

All Intellectual Property Rights in or arising out of or in connection with the Services shall be owned by the

The Customer acknowledges that it shall have no licence, right, title or interest in or to any IPR of the Company or its licensors except as set out in the Agreement. Without prejudice to the right of the Customer or any third party to challenge the validity of any Intellectual Property Rights of the Company or its Authorised Provider, the Customer shall not do or authorise any third party to do any act which would or might invalidate or be inconsistent with any Intellectual Property Rights of the Company or its Authorised Provider and shall not omit or authorise any third party to omit to do any act which, by its omission, would have that effect or

This Clause shall survive termination or expiry of the

14. FORCE MAJEURE

For the purposes of the Agreement, Force Majeure Event means an event beyond the reasonable control of the Company including but not limited to strikes, lock-outs or other industrial disputes (whether involving the workforce of the Company or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors.

We will not be liable to the Customer for any failure or delay in performing Our obligations under the Agreement or supplying the Services:

as a result of a Force Majeure Event;

if another supplier delays or refuses the supply of an electronic communications service to the Company or any of the Company’s suppliers and no alternative service is available at reasonable cost; or

if legal or regulatory restrictions are imposed upon the Company or any of the Company’s suppliers that prevent the Company or any of the Company’s suppliers from supplying the

If the Force Majeure Event prevents the Company from providing any of the Services for more than 12 weeks, We shall, without limiting its other rights or remedies, have the right to terminate the Agreement immediately by giving written notice to the

15. NOTICES

Any notice or other communication given to a party under or in connection with the Agreement must be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this clause, and must be delivered personally, sent by pre-paid first class post or other next working day delivery service, commercial courier, fax or e-mail.

A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause 15.1; if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second Working Day after posting; if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed; or, if sent by fax or e-mail, one Working Day after

16. VARIATION

Except as set out in these Terms, no variation of the Agreement, including the introduction of any additional terms and conditions, shall be effective unless it is agreed in writing and signed by the

We may change the Agreement at any time by giving at least 14 days’ notice before the change takes effect in order to:

comply with any legal or regulatory obligation (save where the Company’s or its supplier’s compliance with that legal or regulatory obligation requires a shorter period of notice);

change the Charges;

protect the use of the Company’s Intellectual Property Rights;

introduce new or improved service levels;

introduce process changes, provided that they are not to the Customer’s material detriment;

maintain the integrity or security of the Services; or

improve clarity, or make corrections to typographical

In respect of changes to the Agreement made under Clauses 16.2 or 7.8, such changes will not require a new Agreement to be signed by the parties and will take effect at the expiration of the

With respect to any matters not falling within Clause 16.2 and 7.8, We shall use Our reasonable endeavours to give the Customer written notice of the proposed changes at least 21 days before the date the changes are proposed to take

17. GENERAL

Assignment and other

We may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of Our rights under the Agreement and may subcontract or delegate in any manner any or all of Our obligations under the Agreement to any Authorised Party, third party or

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

Each of the clauses of these Terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining clauses will remain in full force and effect.

Any failure by either party to exercise or enforce its right under the Agreement shall not be a waiver of that right, nor prevent such party from exercising or enforcing such right at a later time.

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

Third parties. A person who is not a party to the Agreement shall not have any rights to enforce its

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

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

SCHEDULE

SERVICE LEVEL AGREEMENTS (SLAS)

SLA Definitions

The following SLA’s will apply to issue resolution

Priority 1- Major Impact

Problems that significantly affect service operation, maintenance and administration, and require immediate attention, for example:

There are call processing issues with the majority of users (>50% of users)
No inbound calls can be received by ring groups or workflows
No outbound calls can be made

Priority 2- Minor Impact

Problems which do not significantly impair the functioning of the system and do not significantly affect service to customers, for example:

Individual agent issues;
Problem is non-critical or not service affecting;
There is a reasonable

Priority 3- Informational

Information needed concerning product capabilities, advice or basic configuration, for example: Configuration questions

Usability issues
Configuration questions
There is an easy workaround or no workaround is required

1.2. Priority Response Time Frames Definitions:

Response: The time from creation of a ticket until contacted by the Company or its Authorised Provider;

Restoration: The time from creation of ticket until the Company or its Authorised Provider have restored the Services. If the problem cannot be immediately resolved, the Company or its Authorised Provider may provide a work around until the problem can be resolved;

Resolution: The time from the creation of a ticket until the Company or its Authorised Provider have a full fix to the

		Target Times
Level	Category	Response	Restoration	Resolution	Measurement Period (excluding Bank Holidays)
Priority 1	Major	<4 hours	<8 hours	<7 days	Mon – Fri 0800 : 1700
Priority 2	Minor	<1 day	<2 working days	<30 days	Mon – Fri 0800 : 1700
Priority 3	Informational	<5 days	n/a	As needed	Mon – Fri 0800 : 1700

the Company or its Authorised Provider shall use reasonable endeavours to provide a solution within the above target timeframes. For Priority 1, the Company or its Authorised Provider will aim to provide a temporary solution to temporarily fix the fault with the Service while a permanent solution is

Priority 1 issues may be downgraded to Priority 2, following the application of a temporary solution.

To meet these goals, at the request of the Company or its Authorised Provider the Customer shall ensure that its personnel are onsite and that remote access to the Service, or affected product or system is available to allow remote diagnostics and

The Service Levels shall only apply to faults traced to the Company’s or its Authorised Provider’s Service platform and not to Customer CPE and Customer network connectivity related

It is technically impracticable to provide a fault free Service and We do not undertake to do

2. CUSTOMER REPORTING

To assist the Company in meeting the service levels detailed in paragraph 1 above, when reporting an issue, the Customer shall provide the Company with:

the date and time at which the problem occurred;

the Services which the problem affected;

the impact of the problem on the Services including a detailed description of the issue, including:

the components involved, and

the activity ID involved in the issue

and any other information that We may reasonably require.

3. SUPPORT BOUNDARY

For the avoidance of doubt, the Company as part of this Service is not responsible for;

the Customers:

PC or Server Hardware; or

Operations Systems or Third party software;

the Customers site network configuration

solution administration and configuration including but not limited to creating/maintaining campaigns, users, groups, routing strategies;

dialler management and configuration;

the Customers workstation software replacement, installation or modifications;

access to third party client portals or software;

software outside the Service Management Boundary including but not limited to OS, Virus Scanner, Backup Tools etc.; or

the Customers PBX or internal telephony or data connectivity and

4. EXLUSIONS AND EXCEPTIONS

The following exclusions and exceptions apply to the measurement and calculation of the SLA:

incidents on the Customer’s equipment outside of the service boundary;

incidents on BT Applications and / or network and application equipment due to acts or omission of the Customer;

incidents reported by the Customer not observed/confirmed by the Company or its Authorised Provider;

disruptions occurring within pre-notified engineering works window;

failure of access from suspension of the Services pursuant to Clause 8 of the Terms for breach of the Agreement by the Customer;

outages due to scheduled maintenance are excluded from service level calculations;

outages due to unscheduled upgrades, requested by the Customer that cannot be performed during the regularly scheduled maintenance windows;

outages due to applicable national laws, customs, or regulations;

outages due to incidents of Force Majeure Events;

any failure caused by the Customer to (i) action, (ii) inaction, (iii) unavailability of Customer personnel in order to determine and/or isolate the problem including “Customer Pending Status”, or (iv) the Customers delay in installations, or (v) failure caused by the Customer’s applications, equipment or supplier;

outages whereby the Company or its Authorised Provider is unable to gain access to a the Customers site, for reasons attributable to the Customer, to carry out necessary repair work; or

unavailability of the BT Application and / or Network as a result of problems with environmental conditions including but not limited to power, climate, housing, switch off at the Customer’s premises, the Customer’s failure to follow agreed procedures, the introduction of unauthorised changes to supplier CPE (if applicable) or failure of the Customer’s

2:6 COMMUNICATIONS LIMITED
TERMS AND CONDITIONS FOR BUSINESS MOBILE SERVICES

Please read these Terms in conjunction with our Privacy Notice

DEFINITIONS AND INTERPRETATION
1.1. In these terms and conditions (Terms) the following words shall have the following meanings:
Agreement
The agreement between you and us for the supply of the Services in accordance with the Order and these Terms.
Artificially Inflated Traffic
The flow of calls to a particular revenue share service which is, as a result or consequence of any activity by or on behalf of the Customer, disproportionate to the flow of calls which would be expected from good faith commercial practice and usage of the Network.
Call Charge
The charges for calls made on the System (including reverse charge calls) as notified to the Customer from time to time and payable by the Customer to Us for the Services.
Charges
Any or all charges and fees payable by the Customer for the Services pursuant to the Agreement.
Company, We, Us, Our
2:6 Communications Ltd (Company Number: 13519260)
whose Registered Office is at 13 Mendip Road, Weston Super Mare, BS23 3HB
Confidential Information
Any and all information whether disclosed in written or oral or machine-readable form or otherwise including without limitation information relating to the Company’s services, equipment, operations, know-how, trade secrets and information of commercial value;
Connection Charge
The non-refundable charge (if any) payable by the Customer for
installation and connection to the System as specified in the Order or otherwise notified by Us in writing.
Customer, you the individual, company, entity, organisation or business that
purchases the Services from the Company.
Data Protection Legislation
Up to but excluding 25 May 2018, the Data Protection Act 1998 and thereafter (i) unless and until the GDPR is no longer directly applicable in the UK, the GDPR and any national implementing laws, regulations and secondary legislation, as amended or updated from time to time, in the UK and then (ii) any successor legislation to the GDPR or the Data Protection Act 1998.
Early Termination Fee means:
(a) the Monthly Access Charge for each Line supplied by Us until the end of the Minimum Period (and any additional Minimum Period) of each Line or handset supplied.
Equipment any equipment (including without limitation handsets) supplied by Us to the Customer, as specified in the Order or otherwise notified by Us in writing.
Gateway any equipment containing a SIM which enables the routing of calls from fixed apparatus to equipment by establishing a mobile to mobile call.
GDPR General Data Protection Regulation ((EU) 2016/679).
IPR patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), 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.
Line one or more cellular connections that are connected to the network via a SIM(s).
Monthly Access Charge the monthly charge per Line to obtain the Services, as set out in
the Order or otherwise notified to the Customer by Us in writing.
Network the network operated by a Network Provider.
Network Provider a network provider who operates a Network in accordance with
an agreement between the Network Provider and the Company.
OFCOM the Office of Communications or other replacement authority.
Order the Customer’s order for the Services and / or Equipment.
RPI the Retail Prices Index or any official index replacing it.
Services the business mobile services as set out in the Order and that We agree to supply to the Customer.
SIM a subscriber identification module.
System the Network that We use to provide the Services.
Working Day 09:00 to 17:00 Monday to Friday but excluding public holidays in the United Kingdom recognised by the Company.
1.2. Construction. In these Terms, the following rules apply:
1.2.1. a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
1.2.2. a reference to writing or written includes e-mails.
1.2.3. a reference in these Terms to any provision of a statute shall be construed as a reference to that provision as amended, re-enacted or extended at the relevant time.
1.2.4. headings in the Agreement shall not affect interpretation.
2. ORDERS AND MINIMUM PERIOD
2.1. The Order constitutes an offer by the Customer to purchase the Services in accordance with these Terms.
2.2. No order placed by the Customer shall be deemed accepted by Us until the Order is accepted by Us in writing or (if earlier) We provide the Services to the Customer.
2.3. Once an Order has been accepted by Us, the Customer may not cancel an Order.
2.4. We shall be under no obligation to provide the Services until acceptance of the relevant Order by Us. We may accept or reject an Order at our sole discretion.
2.5. The Agreement for each Line shall commence on the date of connection by Us to the Network and will continue for the Minimum Period. The commencement date for each Line may vary and the Minimum Period will apply to each individual Line.
2.6. The Customer may place orders for further Lines or Equipment after the date of the original Order. If We accept such orders, they will become an Order for the purposes of the Agreement and these Terms will apply.
2.7. The Agreement constitutes the entire agreement between the parties. The Customer acknowledges that it has not relied on any statement, promise, representation, assurance or warranty We have made or given or which has been made or given on Our behalf which is not set out in the Agreement.
2.8. These Terms apply to the Agreement to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
3. THE SERVICES

3.1. In order for Us to enable the Customer to use the Services the Customer agrees to comply with the following:
3.1.1. the Customer will comply with and implement such terms and codes of practice, procedures and directions as are established and/or adopted by Us or Our suppliers from time to time in relation to any numbers and/or the allocation, re-allocation and/or transfer of them;
3.1.2. the Customer will comply with such procedures as We may notify from time to time in relation to the ordering management and the use of the SIMs. We will charge the Customer for SIMs at the rate specified by Us from time to time and the Customer will pay Our charges applicable for such SIMs.
3.2. The Customer will not have any rights in numbers allocated to it, except as expressly set out in the Agreement.
3.3. If any number allocated to the Customer remains unconnected to or is disconnected from the Network for any reason for a continuous period of two (2) months, We may withdraw and re- allocate to a third party without liability or notice to the Customer.
3.4. We reserve the right to require the Customer to pay a charge in respect of the allocation of certain numbers.
3.5. The Customer shall indemnify Us against all costs, damages, expenses and losses and reasonable professional costs and expenses suffered or incurred by Us arising out of or in connection with the use or misuse of the Services by the Customer.
4. SUPPLY OF EQUIPMENT
4.1. We may supply certain Equipment to the Customer as set out in an Order. We shall use reasonable endeavours to meet any agreed delivery dates for Equipment but will not be liable for a failure to do so. Time shall not be of the essence in respect of delivery dates.
4.2. The Customer will pay the cost of delivery in addition to the price of the Equipment. The Customer will have three (3) days to inspect the Equipment. Upon expiry of the three (3) days the Equipment will be deemed accepted by the Customer.
4.3. In relation to Equipment purchased by the Customer from the Company:
4.3.1. the Equipment is at the risk of the Customer from the time of delivery;
4.3.2. ownership of the Equipment other than Equipment provided to the Customer free of charge shall pass to the Customer on the later of completion of delivery or when We have received in full in cleared funds all sums due to it in respect of
4.3.2.1. the Equipment; and
4.3.2.2. all other sums which are or which become due to Us from the Customer on any account.
4.4. In relation to Equipment loaned to the Customer free of charge:
4.4.1. risk in such Equipment will pass immediately to the Customer when they leave Our physical possession or control;
4.4.2. risk in such Equipment will not pass back to Us from the Customer until such Equipment is back in Our physical possession;
4.4.3. ownership of such Equipment remains at all times with the Company. The Customer has no right, title or interest in such Equipment except that they are provided to the Customer for the duration of and on the terms of the Agreement;
4.4.4. the Customer cannot deal with the ownership or any interest in such Equipment. This includes but is not limited to selling, assigning, mortgaging, pledging, charging, securing, hiring, withholding, exerting any rights to withhold, disposing and/or leasing.
4.5. Risk in the SIMs shall pass to the Customer on delivery. Ownership of SIMs remains with Us or the Network Provider at all times. The Customer has no title, right or interest in the SIMs except that they are provided to the Customer for the duration of and on the terms of the Agreement.
4.6. The Customer shall ensure that any equipment (excluding the Equipment provided by Us) that it uses in connection with the Services meets any legal or regulatory requirements and is approved for connection to the System. If not, the Customer must immediately disconnect it or allow Us to do so at the Customer’s expense.
4.7. The Customer shall be responsible for any loss or damage to the Equipment caused by an act or omission or negligence of the Customer, and shall (subject to any manufacturer’s warranty) also be responsible for the maintenance of the Equipment.
5. THE COMPANY’S GENERAL OBLIGATIONS
5.1. We shall supply the Services to the Customer from the commencement date for the term of the Agreement and in accordance with these Terms.
5.2. We shall have the right to make any changes to the Services which are necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the Services, and We shall notify the Customer in any such event.
5.3. We shall use reasonable endeavours to meet any agreed dates but shall not be liable for failure to meet them. Time shall not be of the essence of the Agreement.
5.4. The Customer shall report any fault to the Services or the Equipment to the Company’s Customer Services Department, where it will be dealt with in accordance with the agreed fault repair service. We shall not be obliged to fix any fault if:
5.4.1. the defect arises because the Customer failed to follow the manufacturers user manual or other documentation available from the manufacturer or the Company’s oral or written instructions as to the storage, use or maintenance of the Services or Equipment or (if there are none) good trade practice;
5.4.2. the defect is caused by improper use of the Equipment or use outside its normal application;
5.4.3. the defect arises due to circumstances set out in Clause 5.7.2;
5.4.4. the defect arises due to normal wear and tear; or
5.4.5. the Customer, its employees, agents or subcontractors alter or repair the Equipment without Our prior written consent.
If We agree to fix a fault caused by the circumstances set out in this Clause 5.4 or a fault caused by the Customer or that otherwise falls outside Our responsibility or where no fault is found, We may charge the Customer for any work that We have undertaken at Our applicable man-hour rate.
5.5. We shall not be liable for any fault whether under Clause 5.4 or otherwise unless:
5.5.1. the Customer gives Us written notice of the defect within seven (7) days of the time when the Customer discovers or ought to have discovered the fault or defect; and
5.5.2. after receiving the notice, We are given a reasonable opportunity to investigate such fault and the Customer (where applicable and if asked to do so by Us) returns the Equipment to Our place of business in its original packaging.
5.6. We will request the Network Provider to connect the Customer to the System. We cannot be responsible for the coverage or quality of service that the Customer receives from the System.
5.7. We shall exercise the reasonable care and skill of a competent telecommunications operator. The Customer acknowledges that:
5.7.1. We cannot guarantee that the Services will be available without interruption or will be free from error; and
5.7.2. the operability and quality of the Services, both in and out of the UK, may sometimes be affected by factors outside the Company’s or Network Provider’s control including without limitation coverage area, local physical obstructions, atmospheric conditions, features or functionality of the Services, network coverage and other interference with reception both natural and manmade;
5.7.3. the Services and the Equipment has not been developed to meet their individual requirements and that it is therefore the Customer’s responsibility to ensure that the facilities and functions of the Services and the Equipment meets their requirements;
5.7.4. the existence of any minor errors in the Services or the Equipment shall not constitute a breach of the Agreement;
5.7.5. We or the Network Provider may at any time and without liability modify, expand, improve, maintain or repair the Services and this may require suspension of the operation or provision of the Services.
5.8. Unless otherwise agreed in writing, the Customer will receive the manufacturer’s standard warranty in relation to all Equipment. It is acknowledged and agreed that no warranties or representations are made by Us in relation to such Equipment and We shall have no obligation to the Customer in relation thereto. We will endeavour to provide, in respect of any Equipment, the benefit of the warranty that the supplier of the Equipment has provided to Us or any additional warranty expressly provided by Us in writing. The Customer will only be able to rely on any warranty if it can show that it has used the Equipment in accordance with any documentation or reasonable instructions provided by Us.
5.9. Notwithstanding Clause 7.12 the Customer acknowledges that, in respect of any international roaming services forming part of the Services:
5.9.1. such service will only be available in those countries where We or Our third party supplier has international roaming agreements from time to time; and
5.9.2. certain additional terms and conditions may be imposed by third party operators on Us which may affect Our provision of the Services.
6. THE CUSTOMER’S OBLIGATIONS
6.1. The Customer may only use the Services:
6.1.1. as laid out in the Agreement; and
6.1.2. for their own use. The Customer may not resell or commercially exploit any of the Services without the prior written consent of the Company.
6.2. The Customer shall not utilise and shall ensure that no other person uses the Services:
6.2.1. for storing, transmitting, reproducing, communicating or receiving any material in breach of any law, regulation, code of practice or in breach of the Company’s acceptable use policy; or
6.2.2. fraudulently or for any criminal, unlawful, immoral or illegal purpose or in a manner that is contrary to any regulatory or legal requirement; or
6.2.3. to make defamatory, indecent, offensive, obscene, menacing, abusive, nuisance or hoax calls; or
6.2.4. for accessing age restricted services (where the user is under 18); or
6.2.5. to cause annoyance, inconvenience, or needless anxiety to any person; or
6.2.6. contrary to any codes of practice or instructions that We may give to the Customer from time to time; or
6.2.7. to copy, store, modify, publish, or distribute services or content (including ringtones), except where We give the Customer prior permission in writing; or
6.2.8. to download, send or upload content of an excessive size, quantity or frequency or knowingly send any viruses. We will contact the Customer if the Customers use is excessive; or
6.2.9. in violation of any applicable local, national, or international law or regulation; or
6.2.10. in a manner which infringes the rights of any person, including intellectual property rights and rights of confidentiality.
The Customer recognises and accepts that the Services may be suspended without prior notification in the case of suspected fraud or misuse.
6.3. The Customer shall not:
6.3.1. establish, install or use a Gateway so that services are provided via a Gateway; or
6.3.2. participate in any activities or conduct which may result in Artificially Inflated Traffic.
6.4. We shall have the right to deny access to the Services by any handset or Equipment:
6.4.1. which adversely affects the operation of the System or provision of the Services; or
6.4.2. which will or may adversely affect the operation of the System or any other third party network or provision of the Services; or
6.4.3. if We suspects fraudulent, criminal or illegal activities are being carried out, or are likely to be carried out, via that handset or the Equipment,
whether or not such handset or Equipment has been approved or tested by the Company.
6.5. The Customer shall co-operate with and comply with at all times:
6.5.1. any codes of practice, operating procedures and any other technical requirements as We may notify to the Customer from time to time;
6.5.2. Our reasonable instructions to ensure the proper use and security of the Services.
6.6. The Customer will provide Us with all up to date and accurate information that We need to provide the Services.
6.7. The Customer must report to Us as soon as the Customer becomes aware of any loss, fraud, deception, or unauthorised or unlawful use relating to the Equipment, SIM or Services and/or the Agreement and until We have had a reasonable opportunity to disconnect the Services, the Customer will be responsible for all Charges incurred.
7. CHARGES AND PAYMENT
7.1. The Customer shall pay the Charges.
7.2. We shall send an invoice to the Customer for:
7.2.1. the Connection Charge when the Services are available to the Customer;
7.2.2. for the Monthly Access Charge and any SIM charge monthly in advance;
7.2.3. for the Call Charges after the end of the month in which the relevant calls were made; and
7.2.4. for Equipment at any time after We accept an Order from the Customer for that Equipment.
7.3. The Customer shall pay the full amount invoiced by Us by direct debit (or such other method of payment agreed by Us in writing, within fourteen (14) days of the date of invoice. If the Customer’s credit rating decreases at any time, We shall be entitled to revise the credit terms to require payment upon invoice or in less than fourteen (14) days.
7.4. The Customer shall pay the Charges in pounds sterling without set-off or deduction.
7.5. The Charges are exclusive of Value Added Tax, which shall be payable by the Customer in addition to the Charges at the rate applicable from time to time.
7.6. Time for payment of the Charges shall be of the essence of the Agreement.
7.7. If the Customer fails to make payment in full by the due date, in addition to the Company’s right to suspend the Services as set out in Clause 8.1, The company will charge an additional £25 late payment fee to the next invoice.
7.8. We will give the customer as much prior notice as practicable of any alteration to the charges and in any event not less than 1 month’s prior notice of such change. This notice may be included in an invoice to the Customer. If, during the Minimum Term, the Company increases the Charges by more than the Retail Price Index, the Customer may terminate the Agreement during the Minimum Term on written notice to the Company within thirty (30) days of receipt of the notice of increase, without the obligation to pay the Early Termination Fee.
For the avoidance of doubt, any increase to the Charges that would not have increased the Customer’s immediately previous monthly total bill for that specific Service (if the increase(s) had applied for the whole of that month) by more than the RPI annual inflation rate at the date We notify the Customer of the applicable increase in the Charges shall not entitle the Customer to terminate the Agreement under this Clause 7.9.
7.9. If the Customer terminates the Agreement pursuant to Clause 7.9, the Customer will be required to pay the Charges incurred prior to the date of termination, but, in this event, shall not be liable to pay any Early Termination Fees.
7.10. The right to terminate a Service pursuant to Clause 7.9 shall not apply where the increases in the Charges:
7.10.1. has been agreed by the Customer; and/or
7.10.2. arise as a consequence of a change in prices made by third party manufacturers, suppliers (including Network Operators) or a regulatory body.
7.11. The Charges, unless expressly agreed otherwise, are based upon there being facility to make international calls or to make or receive calls whilst abroad. If these facilities are used, We may levy additional Charges (in accordance with Our tariff or otherwise notified by the Company) and/or require payment of a deposit. In the event that the Customer uses the Services abroad, Call Charges will include incoming calls received whilst abroad.
7.12. The Customer shall pay all Monthly Access Charge and Call Charges whether the Customer or someone else uses the Services (including use following a theft of the Equipment). The Call Charges will be calculated using the details recorded or logged by Us and not details recorded by the Customer.
7.13. The Monthly Access Charge shall continue to be payable during any period of suspension or restriction whether or not requested by the Customer in addition to any Charges for such suspension or restriction.
7.14. If the Network Provider exercises any right against the Company to withhold or claw-back payments made by the Network Provider to the Company, the Company shall be entitled to charge, claw-back or adjust payments, tariffs or discounts made or given by Us to the Customer to the extent that they are based on payments from the Network Provider.
7.15. If any Line is not being used for commercial purposes, which includes chargeable calls or data transmission during the first ninety (90) days following the date of connection, then We shall be entitled to charge, claw-back or adjust any payments, tariffs or discounts made or given in respect of that connection.
7.16. We are not able to raise billing queries with the Network Provider unless made within six (6) months of the date of the Network Provider’s invoice for call charges (the Dispute Period). Accordingly the Customer agrees that it shall not be entitled to raise any billing enquiries relating to Call Charges unless We receive notice in writing prior to three (3) months from the date of the Company’s invoice.
8. SUSPENSION AND VARIATION OF THE SERVICES
8.1. We reserve the right (at Our option) to terminate the Agreement or suspend or vary the Services without notice and without incurring any liability to the Customer:
8.1.1. if We are obliged or requested to comply with an order or instruction of, or a recommendation or request to take such action received from the Government, OFCOM, Radio Communications Agency, an emergency services organisation or a competent administrative authority;
8.1.2. if We reasonably believe the Customer has provided false or misleading details about the Customer;
8.1.3. if We reasonably suspects or believes that the Customer is in breach of Clause 6.2 or Clause 7; or
8.1.4. if We need to modify, expand, improve, maintain or repair the Services or vary Network capacity;
8.1.5. if We need to vary the technical specification of the Services in order to comply with any relevant law or regulation or direction from a competent authority;
8.1.6. if We advise the Customer that the Customers excessive use of Services is causing problems for other users, and the Customer is continuing to use the Services excessively;
8.1.7. if We receive a serious complaint against the Customer which We believe to be genuine;
8.1.8. if We reasonably believe that the Customer has used the Services for illegal or improper purposes in contravention of the Company’s acceptable use policy or requirements;
8.1.9. if the Customer fails to comply with its obligations under the Agreement including the obligation to pay the Charges; or
8.1.10. the Customer’s credit rating decreases at any time, and the Customer fails to supply reasonable security in response to a request from Us; or
8.1.11. We are advised by the Network Provider that it is necessary or desirable because of technical problems or work on the System or for reasons of safety; or
8.1.12. the Network Provider suspends its agreement with the Company.
8.2. We shall have the right, without notice, to suspend or deny access to the Network:
8.2.1. by any equipment which will or may adversely affect the operation of the Network or provision of the Services whether or not such equipment has been approved or tested by Us; or
8.2.2. if We suspect fraudulent, criminal, immoral or illegal activities are being carried out, or are likely to be carried out, via that equipment,
8.2.3. whenever it in its absolute discretion it considers necessary or desirable in order to monitor or reduce the incidence of fraud.
8.3. We will use reasonable endeavours to notify the Customer promptly of the details of any incident where We have relied on Our rights under Clause 8.2.3.
8.4. The Customer will be responsible for all Charges incurred in respect of the Services even if such Charges were incurred through, or as a result of, fraudulent or unauthorised use of the Services (other than by the Company or its representatives). We are not obliged to detect unauthorised or fraudulent use of the Services.
8.5. The Customer shall reimburse the Company for all reasonable costs and expenses incurred as a result of the suspension and any recommencement or variation of the Services where suspension or variation is implemented as a result of any act or omission of the Customer, its employees, agents or subcontractors.
9. TERMINATION

9.1. The Customer may:
9.1.1. terminate the Agreement (without incurring any Early Termination Fee) after the Minimum Period has expired by giving a minimum of three (3) months prior written notice to the Company such notice to expire on or at any time after the end of the Minimum Period for any applicable Line. The Customer will continue to comply with the terms of the Agreement in relation to any subsisting Lines but will not be able to order any new Lines after such termination.
9.1.2. terminate the Agreement before the Minimum Period has expired by giving a minimum of 90 days prior written notice to the Company but will have to pay the Early Termination Fee to Us unless the Customer has terminated the Agreement pursuant to Clause 7.9, Clause 9.4 or Clause 12.2.
9.2. We may terminate the Agreement for each Line by giving a minimum of four (4) weeks written notice, to be served on or at any time after the end of the Minimum Period for any applicable Line.
9.3. Termination of the Agreement pursuant to Clause 7.9, Clause 9.4 or Clause 12.2 will automatically terminate all Lines from the date of termination of the Agreement.
9.4. Either Party may immediately terminate the Agreement by written notice if the other party:
9.4.1. commits a material breach of any of the terms of the Agreement and (if such a breach is remediable) fails to remedy that breach within 14 days of receipt of notice in writing to do so;
9.4.2. commits a material breach that is not capable of being remedied; or
9.4.3. commits an act of bankruptcy or goes into or is put into liquidation (other than solely for the purposes of a reconstruction or amalgamation) or if a receiver or administrator is appointed over all or part of the other Party’s assets or the other Party suffers seizure of any of its property for non-payment of monies owing.
9.5. We may, without prejudice to any of Our other rights under the Agreement, terminate the Agreement with immediate effect by notice in writing without liability to the Customer in the event that:
9.5.1. We are, for whatever reason, permitted or authorised to provide the Services;
9.5.2. the Network Provider terminates its agreement with the Company;
9.5.3. We reasonably consider that the breach, act, omission or default of the Customer may result in the Company’s failure to comply with any applicable legislation or may place the Company in breach of its agreement with the Network Provider;
9.5.4. use by the Customer of the Network or the Services is, or is likely to cause damage to, interrupt or otherwise prevent the Company from supplying the Services to other customers or complying with obligations owed to other customers;
9.5.5. the Customer fails to pay the Charges when due;
9.5.6. such action is required in order to comply with any legislation;
9.5.7. We have reasonable grounds to suspect that the Customer is involved in fraudulent or other unlawful activity.
9.6. If the Agreement is signed before We have completed Our credit check of the Customer, We shall be permitted to terminate the Agreement immediately by written notice if the Customer fails to pass the Company’s credit policy.
9.7. We shall be permitted to terminate the Agreement immediately by written notice at any time for the reasons set out in Clauses 8.1.1 and 8.1.3.
9.8. The rights to terminate the Agreement given by this Clause 9 shall be without prejudice to any other right or remedy of either Party in respect of the breach concerned (if any) or any other breach.
9.9. On termination of the Agreement and of each Line:
9.9.1. We will disconnect the Customer from the System and the Customer must pay all Charges owed to Us;
9.9.2. all numbers shall revert to the Company and the Customer shall return all SIMs that are not connected and permit the disconnection of all and any SIMs that are connected and shall indemnify the Company against all liability howsoever arising for such disconnection; and
9.9.3. the Customer shall refund (and We shall be entitled to set-off against any payments due to the Customer) the pro rata value of the Bonus for each day from the date of termination to the end of 12 months from the date the Bonus was made available.
9.9.4. the Customer shall immediately return to the Company any Equipment provided free of charge by the Company in good and complete condition, fair wear and tear excepted.
9.10. If the Customer wishes to change its supplier of mobile services after any of the relevant Minimum Periods has expired, We will arrange for the transfer of the telephone number to the new supplier provided that the Customer has given the appropriate period of notice to terminate the Line and paid a reasonable administration fee and all Charges due to the Company and agreed in writing to pay for any unbilled calls.
10. LIMITATION OF LIABILITY: THE CUSTOMER’S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE
10.1. This Clause 10 sets out the Company’s entire liability (including any liability for acts or omissions of the Company’s employees, agents or subcontractors) to the Customer in tort, contract or otherwise arising in connection with the performance, non-performance or contemplated performance of the Agreement.
10.2. Except as set out in these Terms, the Company provides no warranties, conditions or guarantees as to the description or quality of the Services, and all warranties, conditions or guarantees implied by or expressly incorporated as a result of custom and practice, statute, common law or otherwise are hereby expressly excluded so far as permitted by law.
10.3. Subject to Clause 10.5, the Company’s aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Agreement shall not exceed £1,000,000 (one million pounds sterling).
10.4. Subject to Clause 10.5, We shall not be liable to the Customer whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation or otherwise the Agreement, for:
10.4.1. any loss of profits; or
10.4.2. loss of revenue;
10.4.3. loss of income or business;
10.4.4. depletion or loss of goodwill, reputation or similar losses;
10.4.5. loss of anticipated savings;
10.4.6. loss of or corruption of data or information;
10.4.7. loss of use;
10.4.8. loss of contract; or
10.4.9. any indirect or consequential or special loss or damage or pure economic loss, costs, damages, charges or expenses whatsoever and howsoever caused.
10.5. Nothing in these Terms shall exclude or limit the liability of the Company for:
10.5.1. death or personal injury resulting from the Company’s negligence; or
10.5.2. for fraud or fraudulent misrepresentation; or
10.5.3. for any matter which it would be illegal for the Company to exclude or attempt to exclude its liability.
10.6. Subject to Clause 10.5, the Company shall not be liable for any direct or indirect loss or damage (whether physical, financial or otherwise) howsoever arising from the act or default of the Network Provider.
10.7. The provisions of this Clause 10 shall survive termination or expiry of the Agreement.
11. OWNERSHIP AND IPR
11.1. Ownership of the SIMs and the System shall remain with the Company or its licensors, as appropriate. The Customer may only use the SIM on a limited licence to enable access to the Services, in accordance with these Terms. We may recall the SIMs at any time for upgrades, modifications, misuse or on termination of the Agreement.
11.2. All IPR in the Equipment, relating to the Lines and the subject matter of the Agreement shall vest in the Company or its licensors, as appropriate. The Customer:
11.2.1. acknowledges that it shall have no licence, right, title or interest in or to any IPR of the Company or its licensors or the Company’s Equipment, the SIMs or the System except as expressly set out in the Agreement;
11.2.2. may not include the Company’s name or any other trade mark, brand name, logo or get-up associated with the Company without the Company’s prior written consent.
11.3. This Clause shall survive termination or expiry of the Agreement.
12. CIRCUMSTANCES BEYOND REASONABLE CONTROL
12.1. For the purposes of the Agreement, Force Majeure Event means an event beyond the reasonable control of the Company including but not limited to strikes, lock-outs or other industrial disputes (whether involving the workforce of the Company or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors.
12.2. We will not be liable to the Customer for any failure or delay in performing Our obligations under the Agreement or supplying the Services:
12.2.1. as a result of a Force Majeure Event;
12.2.2. if another supplier delays or refuses the supply of an electronic communications service to the Company or any of the Company’s suppliers and no alternative service is available at reasonable cost; or
12.2.3. if legal or regulatory restrictions are imposed upon the Company or any of the Company’s suppliers that prevent the Company or any of the Company’s suppliers from supplying the Service.
12.3. If the Force Majeure Event prevents the Company from providing any of the Services for more than 12 weeks, We shall, without limiting its other rights or remedies, have the right to terminate the Agreement immediately by giving written notice to the Customer.
13. CONFIDENTIALITY AND DATA PROTECTION
13.1. During the term of this Agreement and for three (3) years after termination, the Customer shall:
13.1.1. keep all Confidential Information confidential;
13.1.2. disclose Confidential Information only to its employees that need to know it for the purposes contemplated by the Agreement; and
13.1.3. use the Confidential Information exclusively for the purposes contemplated by the Agreement.
This Clause shall not apply to information that the Customer can prove:
13.1.4. is in the public domain otherwise than by the Customer’s breach;
13.1.5. it already had in its possession prior to obtaining the information directly or indirectly from the Company; or
13.1.6. a third party subsequently disclosed to the Customer free of restrictions on disclosure and use.
13.2. Both parties will comply with all applicable requirements of the Data Protection Legislation. This Clause 13 is in addition to, and does not relieve, remove or replace, a party’s obligations under the Data Protection Legislation.
13.3. The Company’s Privacy Notice sets out the scope, nature and purpose of processing by the Company, the duration of the processing and the types of personal data (where Personal Data has the meanings as defined in the Data Protection Legislation) and the Company collects.
13.4. Without prejudice to the generality of Clause 13.1, the Customer will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the Personal Data (as defined in the Data Protection Legislation) to the Company for the duration and purposes of the Agreement.
14. NOTICES
14.1. Notices must be in writing. The address for service on the Company (subject to any change notified by Us) 2:6 Communications Ltd, 13 Mendip Road, Weston Super Mare BS23 3HB
14.2. Notices may be delivered by hand, sent by first-class mail, or e-mail. Correctly addressed notices if delivered by hand, shall be deemed to have been delivered at the time of delivery, if sent by first-class mail shall be deemed to have been delivered 72 hours after posting, correctly directed faxes shall be deemed to have been received instantaneously on transmission and in proving the service of any notice by e-mail, it will be sufficient to prove that such e-mail was sent to the specified e-mail address of the addressee.
15. ENTIRE AGREEMENT
15.1. It is acknowledged and agreed that the Agreement (including the documents and instruments referred to herein) (the Documents) shall supersede all prior representations arrangements understandings and agreements between the parties relating to the subject matter hereof and shall constitute the entire complete and exclusive agreement and understanding between the parties hereto;
15.2. The parties irrevocably and unconditionally waive any right they may have to claim damages for any misrepresentation arrangement understanding or agreement not contained in the Documents or for any breach of any representation not contained in the Documents (unless such misrepresentation or representation was made fraudulently);
15.3. It is further acknowledged and agreed that no representations arrangements understandings or agreements (whether written or oral) made by or on behalf of any of the other parties have been relied upon other than those expressly set out or referred to in the Documents.
16. GENERAL
16.1. Assignment and other dealings.
16.1.1. We may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of Our rights under the Agreement and may subcontract or delegate in any manner any or all of Our obligations under the Agreement to any Authorised Party, third party or agent.
16.1.2. The Customer shall not, without Our prior written consent, assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Agreement.
16.2. Severance. Each of the Clauses of these Terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining Clauses will remain in full force and effect.
16.3. Waiver. Any failure by the Company to exercise or enforce its right under the Agreement shall not be a waiver of that right, nor prevent Us from exercising or enforcing such right at a later time.
16.4. No partnership or agency. Nothing in the Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, nor constitute either party the agent of the other for any purpose. Neither party shall have authority to act as agent for, or to bind, the other party in any way.
16.5. Third parties. A person who is not a party to the Agreement shall not have any rights to enforce its terms.
16.6. Variation. Except as set out in these Terms, no variation of the Agreement, including the introduction of any additional terms and conditions, shall be effective unless it is agreed by the Company in writing and signed by an authorised representative of the Company.
16.7. Governing law. The Agreement, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with English law.
16.8. Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with the Agreement or its subject matter or formation (including non-contractual disputes or claims).

TwoSix Communications Ltd TERMS AND CONDITIONS FOR DATA NETWORK SERVICES

Please read these terms in conjunction with our Privacy Notice, which can be found on our website.

1. DEFINITIONS AND INTERPRETATION

1.1. In these terms and conditions (Terms) the following words shall have the following meanings:

Agreement the agreement between you and TwoSix CommunicationsLtd for the
supply of the Services in accordance with the Order and these Terms

Applicable Data Protection Law means: (i) To the extent the UK GDPR applies, the law of the United Kingdom or of a part of the United Kingdom which relates to the protection of personal data.
(ii) To the extent the EU GDPR applies, the law of the law of the European Union or any member state of the European Union to which the Supplier is subject, which relates to the protection of personal data

BT British Telecommunications plc and its associated companies;

Charges The charges notified to the Customer by TwoSix Communications Ltd from time to time, payable by the Customer to TwoSIx Communications Ltd for the services.

Commencement Date the date of the Agreement;

Company, We, Us, Our TwoSix Communications Ltd (Company Number: 13519260) whose
Registered Office is 13 Mendip Road, Weston Super Mare BS23 3HB

Confidential Information

any and all information whether disclosed in written or oral or machine-readable form or otherwise including without limitation information relating to TwoSix Communications Ltd services, equipment, know-how, trade secrets, operations and information of commercial value;

Connection Charge the non-refundable charge (if any) payable by the Customer for
installation and connection to the System as set out in the Order or as otherwise notified by TwoSix Communications Ltd;

Customer, you the individual, company, organisation or business that
purchases the Services from TwoSix Communications Ltd;

Early Termination Fee means:

(i) all Charges that are accrued up to and including the date of termination; plus

(ii) an average per day value of the Call Charges accrued by the Customer in the three months prior to the date of termination chargeable each day from the date of termination until the date of expiry of the Minimum Term, Renewed Minimum Term or Subsequent Term (as the case may be); plus

(iii) the total amounts of all Exchange Line Rental Charges still remaining on the Minimum Term, Renewed Term or Subsequent Term (as the case may be) from the date of termination until the date of expiry of the Minimum Term, Renewed Minimum Term or Subsequent Term (as the case may be);

Equipment Includes any equipment or SIM Card owned by TwoSix Communications Ltd or its licensors that we use to provide the Services. It does not include leads, batteries or other accessories or equipment the customer might purchase from any supplier.

EU GDPR ESTN

Excess Construction Charges

Exchange Line

GDPR

General Data Protection Regulation (EU) 2016/679 as it has effect in EU law
Ethernet Services Telephone Network
Any charge that we may apply for resources (including equipment) required to provide a Service, or any aspect of a Service that exceeds the level of resources normally required to provide the applicable Service to a site.
any apparatus forming part of the System used by TwoSix Communications Ltd to connect the Site to a telephone exchange in order to provide the Services;

General Data Protection Regulation (EU) 2016/679
UK GDPR has the meaning given to it in section 3(10) (as supplemented by section 205(4)) of the Data Protection Act 2018;

IPR patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), 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 Term means twelve (12) months (or such other minimum period as is
set out in the Order) from the date the Order is signed by the Customer;

Network the fixed line telecommunications network operated by a Network Operator;

Network Operator a network operator who operates a Network to which a line is
connected in accordance with an agreement between the
Network Operator and TwoSix Communications Ltd;

OFCOM the Office of Communications or other replacement authority;

Order the Customer’s order for the Services;

Overage Charge Charges for use of data in excess of any agreed limit on the
services levied by TwoSix Communications Ltd

Renewed Term the renewed term agreed with TwoSix Communications Ltd in writing in
accordance with Clause 3.3;

Rental the monthly fee (including line rental, equipment rental, and other rental) payable by the Customer for the Services, as set out in the Order or as otherwise notified by TwoSix Communications Ltd;

Services the Data Services including, but not limited to broadband and FTTC, MPF, ESTN, SMPF, Ethernet First Mile and Ethernet services as set out in the Order that TwoSix Communications Ltd agrees to supply to the Customer;
Site the site(s) at which we shall provide the Services;

Subsequent Term a minimum of twelve (12) months (or such other period set out in
the Order);

System the Network that we use to provide the Services;

Transmission Speed Either the rate in Kbps or Mbps that data is transferred between
the Equipment and the service. The transmission speed available to the customer will be affected by the operational and technical characteristics of the Customer’s telephone line, the Network and the Customer’s chosen telephone line, the Network and the
Customer’s chosen equipment.

Working Day 09:00 to 17:00 Monday to Friday but excluding public holidays in
the United Kingdom.

1.2. Construction. In these Terms, the following rules apply:

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

1.2.2. a reference to writing or written includes emails and faxes.

1.2.3. a reference in these Terms to any provision of a statute shall be construed as a reference to that provision as amended, re-enacted or extended at the relevant time.

1.2.4. headings in the Agreement shall not affect interpretation.

2. ORDERS

2.1. The Order constitutes an offer by the Customer to purchase the Services in accordance with these Terms.

2.2. No order placed by the Customer shall be accepted by TwoSix Communications Ltd until the Order is accepted by TwoSix Communications Ltd or (if earlier) TwoSix Communications Ltd provides the Services to the Customer.

2.3. Once an Order has been accepted by TwoSix Communications Ltd, subject to Clause 7.8, the Customer may not cancel an Order.

2.4. We may accept or reject an Order at our sole discretion.

2.5. The Agreement constitutes the entire agreement between the parties, subject to Clause 2.6. The Customer acknowledges that it has not relied on any statement, representation,

2.6. which is not set out in the Agreement.

2.7. The Customer acknowledges and agrees that where the Order includes ESTN Services the Company Terms and Conditions for Calls and Lines, available on Our Website, shall apply to and form part of the Agreement.

2.8. These Terms apply to the Agreement to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

3. MINIMUM TERM, SUBSEQUENT TERM, RENEWED TERM AND EARLY TERMINATION FEE

3.1. Each Service shall commence on the applicable go live date (the Service Commencement Date) and we will supply each Service to the Customer from the Service Commencement Date for the Minimum Term and any Renewed Term or Subsequent Term in accordance with these Terms. The Service Commencement Date may vary and the Minimum Term and any Renewed Term or Subsequent Term in accordance with these Terms will apply to each individual Service
3.2. The Customer acknowledges that it has limited rights to terminate the Agreement during the Minimum Term, Renewed Term or Subsequent Term (as the case may be). These rights are set out in Clause 9.1.

3.3. If upon the expiry of the Minimum Term, Renewed Term or Subsequent Term (as the case may be) the Customer has not;

3.3.1. agreed a Renewed Term; or

3.3.2. given notice to TwoSix Communications Ltd in accordance with Clause 9.1
We will continue to supply the Services to the Customer for the Subsequent Term unless the Customer terminates the Agreement as set out in Clause 9.1.

3.4. If a Renewed Term has been agreed we will continue to supply the Services to the Customer for the Renewed Term unless the Customer terminates the Agreement as set out in Clause 9.1.

3.5. If the Customer terminates the Agreement before the expiry of the Minimum Term, Renewed Term or Subsequent Term, the Customer shall pay the Early Termination Fee.

4. SERVICES

4.1. In order for the Customer to use the Services, they shall agree to comply with the following:

• The customer must have an existing BT or any non-cable network telephone line
• The customer must have a personal computer of minimum specification
• The customer must have compatible cables and extension leads between any communications equipment and telephone socket
• The Company’s provision of the service is subject to testing to the Company’s satisfaction of the customer’s telephone line to ensure that broadband is available in the customer’s area and can be activated. If any installation work is needed at the customer’s site before we are able to provide the services, the customer must arrange this through an authorised third party or by TwoSix Communications Ltd at the cost of the customer.

4.2. We may not, in certain circumstances be able to set up Services for technical reasons beyond our control.

4.1.1 Some limitations within the Network may not become apparent through no fault of the Company until after any service has been installed and working for some time and

there may be some geographical limitations that may affect or prevent installation of a Service.

4.1.2 The Customer understands and accepts that provision of the Services is subject to these potential limitations. We will notify the customer as soon as possible in such circumstances, and the Service may have to be withdrawn.
4.1.3 TwoSix Communications Ltd gives no warranty, representation or undertaking as to the speed, quality or validity of the Services. No liability shall accrue to or be incurred by TwoSix Communications Ltd arising from any failure of or delay suffered by the Customer; and

4.1.4 the provision of the Services requires that BT or other Network Operator undertakes programming at exchange level. Accordingly, it is agreed that any act, default or delay by BT or other Network Operator in carrying out such programming or otherwise relating to or affecting the Services shall not be the responsibility of TwoSix Communications Ltd .

4.2 The Customer hereby agrees to the termination of its existing contract for equivalent services with the applicable communications service provider. The Customer shall provide TwoSix Communications Ltd with any relevant account and calling line identification numbers that may be required by BT or other Network Operator. The Customer acknowledges that TwoSix Communications Ltd cannot process the provisions of the Services until such information is provided by the Customer.

4.3 The Customer’s equipment to be connected with the Services shall be connected by means of Connection Points and ancillary wiring both as installed and maintained by TwoSix Communications Ltd. If the Customer wishes a Connection Point to be moved to another place within the Site, We may agree, subject to payment of TwoSix Communications Ltd applicable charges. Unless otherwise agreed in an Order, the Customer will be responsible for the supply, maintenance and upgrade of necessary telephony equipment.

4.4 Use of the internet is subject to the Customers’s own risk and subject to any applicable laws.

FRAUD GUARD SERVICES

4.5 Subject to payment of the applicable Charges, We will provide a Fraud Guard Service to the Customer whereby:

4.5.1 We shall use Our reasonable endeavours to ensure that the Customer does not experience call fraud in relation to numbers registered on the Customer’s account; and

4.5.2 any outbound calls to numbers that TwoSix Communications Ltd is aware of that:

4.5.2.1 could be used in a fraudulent way; or

4.5.2.2 are being used in a fraudulent way

will be barred from being called at the carrier level and, where TwoSix Communications Ltd maintains the customer equipment, at equipment level. This bar may be removed at TwoSix Communications Ltd ’ sole discretion.

4.6 The Charges for the Fraud Guard service will be £2.00 per line per month and payment will be due in accordance with Clause 8. The number of lines per telephone number will be calculated by the number of live lines associated to the service/telephone number where the line rental may or may not be billed by TwoSix Communications Ltd.

4.7 Subject to Clause 4.15 and Clause 11, if the Customer experiences call fraud in relation to numbers registered on the Customer’s account, We will pay compensation to the Customer of up to a maximum amount of £5,000.00 to cover this fraud for call fraud instances in excess of
£500.00.

4.8 The Customer acknowledges and agrees that:

4.8.1 payment of the Fraud Guard compensation pursuant to Clause 4.14 will require a valid

Crime Reference Number for the fraud incidence in question and will not be payable should the outbound fraud calls be generated to numbers belonging to the Customer; and

4.8.2 We will only provide the Fraud Guard service to the Customer on numbers capable of making outbound calls on one or more of the Networks that the Company has registered the Customer to have access to, but only where TwoSix Communications Ltd receives the call traffic costs. Where fraud calls are made on a network not supplied and billed by TwoSix Communications Ltd then the Fraud Guard service cannot be provided and no compensation will become payable in the event that fraud calls are billed directly to the Customer by other call providers.

LINE SAFE SERVICES

4.9 Subject to payment of the applicable Charges, We may provide a Line Safe Service to the Customer whereby if the Customer experiences a line fault in relation to numbers registered on their account and provided that TwoSix Communications Ltd bill the line rental, We will:

4.9.1 log each call received by TwoSix Communications Ltd from the Customer with Openreach; and

4.9.2 cover the cost of call out charges generated by the attendance of an Openreach engineer to the Customer’s Site when it becomes evident that the fault is not related to Openreach’s network or infrastructure where most commonly in this instance the fault relates to Customer own wiring or equipment.

4.10 The Charges for the Line Safe Service will be in accordance with Clause 8. The number of lines per telephone number will be calculated by the number of live lines associated to the service/telephone number where the line rental is billed by TwoSix Communications Ltd.

4.11 The Customer acknowledges and agrees that the Line Safe Service will not cover the following costs and charges:

4.11.1 Charges for missed appointments where an Openreach engineer has attended site and has not been able to gain access for any reason and this may relate to a line fault or provision of new and additional service; or

4.11.2 any Openreach engineering call out charges in relation to the provision or re- arrangement of new or existing services; or

4.11.3 any charges in relation to broadband faults and broadband SFI engineering visits; or

4.11.4 any call out charges related to line faults and will not cover call out charges related to telephone systems and / or telephony equipment; or

4.11.5 any Openreach engineering charges in relation to malicious or accidental damage caused to Openreach’s network or infrastructure by the Customer or any third party, and the Customer will be responsible for all such costs and charges.

5 TWOSIX COMMUNICATIONS LTD GENERAL OBLIGATIONS

5.1 We shall supply the Services to the Customer from the Commencement Date for the term of the Agreement in accordance with these Terms.

5.2 We shall have the right to make any changes to the Services which are necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the Services, and we shall notify the Customer in any such event.

5.3 The provision of the Services is subject to all relevant licences, infrastructure (or interconnect arrangements) and consents being in place. The Customer shall obtain any consent or facility that is necessary or desirable for TwoSix Communications Ltd to provide the Services at the Site.

5.4 We may:

5.4.1 change or withdraw some, or part, of the Services from time to time. This may be because of changing technologies, obsolescence, new or different product features, changing content providers or the need to remove, replace or modify content; and

5.4.2 determine how the Services are presented and delivered or are otherwise made available to the Customer. TwoSix Communications Ltd can change the way they are presented, delivered or otherwise made available to the Customer at any time.

5.5 The Services will be provided within TwoSix Communications Ltd Network Operator’s network area but it’s always possible that the quality or coverage may be affected at times.

5.6 We shall exercise the reasonable care and skill of a competent telecommunications operator. The Customer acknowledges that:

5.6.1 TwoSix Communications Ltd cannot guarantee that the Services will be available without interruption or will be free from error;

5.6.2 the Services have not been developed to meet their individual requirements and that it is therefore the Customer’s responsibility to ensure that the facilities and functions of the Services meets their requirements;

5.6.3 the operability, quality and availability of the Services may sometimes be affected by factors outside TwoSix Communications Ltd, BT’s or the Network Operator’s control such as physical obstructions, atmospheric conditions and other causes of radio interference, faults in other telecommunication networks or other events;

5.6.4 the existence of any minor errors in the Services shall not constitute a breach of the Agreement; and

5.6.5 TwoSix Communications Ltd, BT or other Network Operator may at any time and without liability modify, expand, improve, maintain or repair the Services and this may require suspension of the operation or provision of the Services

and we shall have no liability to the Customer in connection with any such adverse effect on the quality and availability of the Services.

5.7 We shall use reasonable endeavours to meet any agreed dates but shall not be liable for failure to meet them. Time shall not be of the essence of the Agreement.

5.8 The Customer shall report any fault in the Services to TwoSix Communications Ltd Customer Services Department as soon as reasonably practicable, where it will be dealt with in accordance with the agreed fault repair service or any applicable service level agreement. We shall not be obliged to fix any fault if:

5.8.1 the defect arises because the Customer failed to follow any user manual or other documentation available from the manufacturer or TwoSix Communications Ltd ’ oral or written instructions as to the use or maintenance of the Services or (if there are none) good trade practice;

5.8.2 the defect is caused by improper use of the Services or use outside its normal application;

If TwoSix Communications Ltd agrees to fix a fault:

5.8.3 caused by the circumstances set out in this Clause 5.8; or

5.8.4 caused by the Customer; or

5.8.5 that otherwise falls outside the responsibility of TwoSix Communications Ltd; or

where no fault is subsequently found we may charge the Customer for such work at our applicable man-hour rate.

5.9 We shall not be liable for any fault whether under Clause 5.8 or otherwise unless the Customer gives written notice of the defect to TwoSix Communications Ltd within seven (7) days of the time when the Customer discovers or ought to have discovered the defect.

5.10 Service Levels

5.10.1 In fulfilling Our obligations under these Terms We shall provide support to the Customer for the Services as follows:

5.10.1.1 Level 1: Cover is provided Mon-Fri 0900-1700 and the expected repair time from the point the fault is logged is end of Next Working Day plus 1.

5.10.1.2 Level 2: Cover is provided Mon-Fri 0900-1700 and the expected repair time from the point the fault is logged is end of Next Working Day.

5.10.2 The technical specification of each Service and manner in which TwoSix Communications Ltd discharges its obligations under these Terms is at the sole discretion of the Company.

5.10.3 If the Customer instructs TwoSix Communications Ltd to dispatch a representative of TwoSix Communications Ltd to any site to investigate a possible fault, TwoSix Communications Ltd reserves the right to invoice the Customer for the visit should the fault be found to be with the Customer’s network.

5.10.4 Where at the Customer’s request TwoSix Communications Ltd spends time investigating any fault which is repeatedly or continuously reported by the Customer and TwoSix Communications Ltd concludes each time that there has been no service failure, TwoSix Communications Ltd reserves the right to charge the Customer for all reasonable costs and expenses incurred in investigating the alleged Service Failure and the Customer agrees to pay such charges in accordance with Clause 8.

5.10.5 The Customer shall be responsible for claiming any service credit in accordance with the applicable service level agreement. Where a valid claim is made and the Customer becomes entitled to a service credit, we will issue a credit note to the Customer for an amount equal to the applicable service credit.

5.10.6 In order to receive an available service credit, the Customer must give notice to TwoSix Communications Ltd, within 15 days of the end of the calendar month for which the service credit is claimed. If the Customer fails to claim the service credit to which it is entitled, the Customer shall be deemed to have waived its right to claim the service credit.

5.10.7 Service credits will not be available to the Customer to the extent that TwoSix Communications Ltd fails to meet any service levels as a result of:

5.10.7.1 an act, fault or omission by the Customer, or any of its representatives, employees, agents or sub-contractors;

5.10.7.2 any equipment not supplied by TwoSix Communications Ltd or a Network Operator;

5.10.7.3 any circumstances beyond TwoSix Communications Ltd control;

5.10.7.4 any failure by the Customer to act on TwoSix Communications Ltd reasonable instructions;

5.10.7.5 any suspension of the Services under Clause 9; or

5.10.7.6 any other event specified in the applicable service level agreement.

5.10.8 The duration of any Service fault, for the purposes of calculating service credits, will be measured from the time the fault report is logged by Our Customer Services Department to the time TwoSix Communications Ltd can demonstrate that the Service has been restored to the standards set out in the applicable service level agreement.

5.10.9 Where the Customer suffers a fault or interruption in respect of any Service, TwoSix Communications Ltd acknowledges that, in relation to such Service, the Customer is entitled to arrange for traffic to be redirected to another operator and the Customer agrees that, subject to compliance with any obligations in each applicable service level agreement, it is not TwoSix Communications Ltd responsibility to arrange for the provision of alternative services in such circumstances.

6 THE CUSTOMER’S OBLIGATIONS

6.1 The Customer may only use Services:

6.1.1 as laid out in the Agreement; and

6.1.2 for their own use. The Customer may not resell or commercially exploit any of the Services or content without the prior written consent of TwoSix Communications Ltd.

6.2 The Customer shall not utilise and shall ensure that no other person uses the Services or the telephone number(s) allocated to the Customer:

6.2.1 for purposes other than the genuine conveyance of calls;

6.2.2 for storing, reproducing, transmitting, communicating or receiving any material in breach of any law, regulation, code of practice or in breach of TwoSix Communications Ltd acceptable use policy; or

6.2.3 fraudulently or for any illegal or criminal purpose or in a manner that is contrary to any regulatory or legal requirement; or

6.2.4 to make, offensive, obscene, indecent, menacing, abusive, defamatory, nuisance or hoax calls; or

6.2.5 to cause annoyance, inconvenience or needless anxiety to any person; or

6.2.6 contrary to instructions that we may give to the Customer from time to time; or

6.2.7 to copy, store, modify, publish or distribute services or content (including ringtones), except where TwoSix Communications Ltd gives the Customer prior permission in writing; or

6.2.8 to download, send or upload content of an excessive size, quantity or frequency. We will contact the Customer if the Customers use is excessive; or

6.2.9 in violation of any applicable local, national, or international law or regulation;

6.2.10 in a manner which infringes the rights of any person, including intellectual property rights and rights of confidentiality.

6.3 We may publish an acceptable use policy which provides more detail about the rules for use of certain Services in order to ensure that use of Services is not excessive, or to combat fraud and where Services We may introduce require certain rules to ensure they can be enjoyed by the Customer. If TwoSix Communications Ltd publishes a policy, we will let the Customer know.
Such a policy may be amended from time to time.

6.4 The Customer will not use the Services to access any computer, network, or data without authorisation or in a manner which exceeds authorisation including, any attempt to:

6.4.1 alter, retrieve or destroy data;

6.4.2 probe, scan or test the vulnerability of a system or network; or

6.4.3 breach, or defeat system or network security, authentication, authorisation, confidentiality, intrusion detection, monitoring, or other security measures.

6.5 The Customer shall co-operate with and comply with at all times:

6.5.1 any operating procedures and any other technical requirements of TwoSix Communications Ltd as may be notified to the Customer from time to time

6.5.2 TwoSix Communications Ltd reasonable instructions to ensure the proper use and security of the Services.

6.6 The Customer must only use Equipment authorised by TwoSix Communications Ltd for Connection to the Network and also comply with all relevant legislation relating to their use.

6.7 The Customer will provide TwoSix Communications Ltd with all up to date and accurate information that TwoSix Communications Ltd needs to provide the Services.

6.8 The Customer shall:

6.8.1 keep all of Equipment at the Site safe and shall pay for the replacement and/or repair of any of Equipment which is lost, damaged (otherwise than by fair wear and tear) or destroyed by an act or omission of the Customer, its employees, agents or subcontractors;

6.8.2 not alter or move any of Equipment, nor do anything that is likely to damage or adversely affect its performance, nor remove or deface any words or signs on it, nor permit anyone else to do so;

6.8.3 not modify, move, relocate or in any way interfere with such Service Equipment;

6.8.4 not cause the Equipment to be repaired, serviced or otherwise attended to except by an authorised representative of TwoSix Communications Ltd ;

6.8.5 insure and keep insured all Equipment;

6.8.6 use TwoSix Communications Ltd Equipment only for the purpose of receiving the Services and in accordance with such reasonable instructions as may be given by TwoSix Communications Ltd from time to time; and

6.8.7 permit TwoSix Communications Ltd to inspect or test TwoSix Communications Ltd Equipment at all reasonable times.

6.9 It is the Customer’s responsibility to make sure that Equipment is only used to access Services as permitted.

6.10 The Customer shall not sell, let, mortgage, charge, pledge, dispose of or do anything that would prejudice Equipment in any way. The Customer will allow TwoSix Communications Ltd to inspect, test, modify, change, add to, replace or remove any Equipment, either remotely or via a designated maintainer. At the end of the term of the Agreement, the Customer will allow TwoSix Communications Ltd access at all reasonable times to collect any of Equipment in the Customer’s possession.

6.11 The Customer shall at its own cost arrange for the required Site specific conditions, as notified by TwoSix Communications Ltd . This will include, without limitation, mains electricity supply, Connection Points and computer terminals. The Customer shall prepare the Sites in accordance with TwoSix Communications Ltd ’ reasonable instructions and reinstate them at the Customer’s expense after TwoSix Communications Ltd has completed any work necessary for TwoSix Communications Ltd to be able to provide the Services.

6.12 The Customer shall ensure that any equipment (excluding Equipment) that it uses in connection with the Services meets any legal or regulatory requirements and is approved for connection to the System. If not, the Customer must immediately disconnect it or allow TwoSix Communications Ltd to do so at the Customer’s expense.

6.13 The Customer shall indemnify TwoSix Communications Ltd against all costs, damages, expenses and losses and reasonable professional costs and expenses suffered or incurred by TwoSix Communications Ltd arising out of or in connection with breach by or other act or omission of the Customer under or in relation to the Agreement.

6.14 Where TwoSix Communications Ltd is providing Calls & Lines Service:

6.14.1 the Customer shall comply with any requirements notified by TwoSix Communications Ltd relating to number portability; and

6.14.2 where the Customer’s existing account with BT includes BT equipment which is not required for the provision of the Services, the Customer shall contact BT in order to remove the BT equipment or move such equipment to another BT account.

6.15 We will not reimburse the Customer, in any way, for any cost(s) associated with the publication of allocated TwoSix Communications Ltd phone number(s). The Customer shall be solely responsible for any costs, fees, damages and/or losses related to the publication of the phone number(s) provided by TwoSix Communications Ltd .

6.16 If TwoSix Communications Ltd has an agreement with the Customer’s existing telecommunications service provider, TwoSix Communications Ltd can, at the Customer’s request, provide the Customer with a telephone line using the Customer’s existing number subject to the following:

6.16.1 there are no technical reasons preventing the use of the number;

6.16.2 the existing telecommunications service provider agrees to release the relevant telephone number(s);

6.16.3 the Customer agrees to cease service on the existing telecommunications service provider’s telephone line using the telephone number and authorises TwoSix Communications Ltd to arrange such cessation to take place;

6.16.4 the Customer provides TwoSix Communications Ltd with full details including (but not limited to) the account name, account number, service address and billing address;

6.16.5 the Customer paying TwoSix Communications Ltd ’ charges (if any) for number portability; and

6.16.6 number portability being available at the Site.

6.17 We do not accept any liability for claims relating to the Customer’s ability to use or continue use of a particular telephone number.

7 CHARGES AND PAYMENT

7.1 The Customer shall pay the Charges.

7.2 We shall be entitled to send an invoice to the Customer for:

7.2.1 the Connection Charge when the Services are made available to the Customer;

7.2.2 the Rental monthly in advance and:

7.2.3 the Call Charges after the end of the month in which the relevant calls were made.

7.3 The Call Charges will be calculated using the details recorded or logged at TwoSix Communications Ltd ’ telephone exchange and not details recorded by the Customer.

7.4 The Customer shall pay all Rental and Call Charges whether the Customer or someone else uses the Services. We shall not and shall not be under any obligation (express or implied) to monitor the Customer’s calls, call usage and/or patterns of usage.

7.5 Where TwoSix Communications Ltd is providing Calls & Lines Services the Customer shall pay any cancellation charges, abortive visit charges, engineering visit or site survey charges, or maintenance service charges imposed on TwoSix Communications Ltd by Openreach and relating to the Calls & Lines Service, save where such abortive visit or service maintenance charges arise through TwoSix Communications Ltd ’ default.

7.6 The Rental shall continue to be payable during any period of suspension or restriction requested by the Customer in addition to any Charges for such suspension or restriction.

7.7 The Customer shall pay the full amount invoiced by TwoSix Communications Ltd by direct debit within fourteen (14) days of the date of invoice. If the Customer’s credit rating decreases at any time, we will be entitled to revise the credit terms to require payment upon invoice or in less than fourteen (14) days.

7.8 Where any Customer exceeds their allocated monthly limit (including but not limited to upload and / or download limits or any other limit) then Overage Charges will apply to each applicable Connection.

7.9 The Customer shall pay the Charges in pounds sterling without set-off or deduction.

7.10 The Charges are exclusive of Value Added Tax, which shall be payable by the Customer in addition to the Charges at the rate applicable from time to time.

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

7.12 If the Customer fails to make payment in full by the due date, in addition to TwoSix Communications Ltd ’ right to suspend the Services as set out in Clause 9.1, We may charge interest at the rate of 4% per annum above the base rate of the Bank of England on any amounts outstanding from the due date for payment until payment is made in full.

7.13 We will give the customer as much prior notice as practicable of any alteration to the charges and in any event not less than 1 month’s prior notice of such change. This notice may be included in an invoice to the Customer. If TwoSix Communications Ltd increases the Charges by more than the Retail Price Index during the Minimum Term, the Customer may terminate the Agreement on written notice to TwoSix Communications Ltd within thirty (30) days of receipt of the notice of increase, without the obligation to pay the Early Termination Fee.

7.14 We may also change the level of our Charges during or after the Minimum Term as a result of:

7.14.1 any OFCOM direction, determination, order or similar decision; or

7.14.2 any notice issued by BT or other Network Operator correcting an error in the amount or application of a charge or payment under its interconnect agreement with TwoSix Communications Ltd .

In both cases, we shall only be entitled to change the level of our Charges where the foregoing impacts upon the basis upon which the Charges were calculated.

7.15 If the Customer disputes any invoice (including the calculation of any amounts payable) they must notify TwoSix Communications Ltd within 6 months of the date of the invoice. The Customer shall not be entitled to any credit or refund relating to disputes raised after expiry of this period.

7.16 The Customer shall pay any charges raised to cover time spent dealing with matters (such as repairing faults) where this work is not covered under any of the terms of the Agreement.
Such Charges could involve the provision or rearrangement of equipment, wiring, network or services.

7.17 If TwoSix Communications Ltd becomes liable to pay any additional fees, charges or costs to the Government, a regulatory authority or self-regulatory authority and such fees, costs or charges are directly attributable to the provision of Services to the Customer under the Agreement, we will be entitled to pass through such fees, costs and charges to the Customer with immediate effect.

7.18 Where TwoSix Communications Ltd agrees to do work outside a Working Day at the request of the Customer, we may charge the Customer in accordance with TwoSix Communications Ltd ’ applicable man- hour rate.

8 SUSPENSION AND VARIATION OF THE SERVICES

8.1 TwoSix Communications Ltd reserves the right (at its option) to terminate the Agreement or suspend or vary the Services without notice:

8.1.1 if TwoSix Communications Ltd is obliged or requested to comply with an order or instruction of, or a recommendation or request to take such action received from the Government, OFCOM, Radio Communications Agency, Phone Paid services, an emergency services organisation or a competent administrative authority;

8.1.2 if TwoSix Communications Ltd reasonably believe the Customer has provided false or misleading details about the Customer;

8.1.3 if TwoSix Communications Ltd needs to modify, expand, improve, maintain or repair the Services or vary Network capacity;

8.1.4 if TwoSix Communications Ltd needs to vary the technical specification of the Services in order to comply with any relevant law or regulation or direction from a competent authority;

8.1.5 if TwoSix Communications Ltd advises the Customer that the Customers excessive use of Services is causing problems for other users, and the Customer is continuing to use the Services excessively;

8.1.6 if TwoSix Communications Ltd receives a serious complaint against the Customer which TwoSix Communications Ltd believes to be genuine;

8.1.7 if TwoSix Communications Ltd reasonably believes that the Customer has used the Services or a telephone number for illegal or improper purposes in contravention of TwoSix Communications Ltd ’ acceptable use policy, requirements or instructions;

8.1.8 if TwoSix Communications Ltd reasonably suspects or believes that the Customer is in breach of Clause 8;

8.1.9 if the Customer fails to comply with its obligations under the Agreement including the

obligation to pay the Charges;

8.1.10 if the Customer’s credit rating decreases at any time, and the Customer fails to supply reasonable security in response to a request from TwoSix Communications Ltd ; or

8.1.11 if TwoSix Communications Ltd ’ contract with BT or other Network Operator relating to the Calls & Lines Services is suspended, varied or terminated.

8.2 The re-instatement of suspended Services shall be at TwoSix Communications Ltd ’ sole discretion and the Customer shall nevertheless be responsible for payment of the Charges during any period where the Services are suspended pursuant to Clause 9.1.2, Clause 9.1.9, and Clause 9.1.10.

8.3 We have the right, without notice, to suspend or deny access to the Network:

8.3.1 by any equipment which will or may adversely affect the operation of the Network or provision of the Services whether or not such equipment has been approved or tested by TwoSix Communications Ltd ; or

8.3.2 if TwoSix Communications Ltd suspects criminal or illegal activities are being carried out, or are likely to be carried out, via that equipment or otherwise;

8.3.3 whenever we in our absolute discretion considers it necessary or desirable in order to reduce or monitor any fraudulent acitivity.

8.4 We will use our reasonable endeavours to notify the Customer promptly of the details of any incident where TwoSix Communications Ltd has relied on its rights under Clause 9.3.3. The Customer acknowledges and agrees that it shall be liable to pay the Charges in accordance with Clause 8 whether or not the Services have been used by or with the authority of the Customer and irrespective of any fraud by the Customers. The parties shall work together to establish procedures to reduce fraud or the opportunity for fraud in relation to the Service.

8.5 The Customer acknowledges that BT or other Network Operator’s may make alterations to the Calls & Lines Services (including, without limitation, conversions, shifts, reconfigurations and renumbers) which may result in disruption.

8.6 The Customer shall reimburse TwoSix Communications Ltd for all reasonable costs and expenses incurred as a result of the suspension and any recommencement or variation of the Services where suspension or variation is implemented as a result of any act or omission of the Customer.

9 TERMINATION

9.1 If upon the expiry of the Minimum Term, Renewed Term or Subsequent Term (as the case may be) the customer has not:
9.1.1. agreed a Renewed Term; or

9.1.2. given notice to the Company in accordance with Clause 9.1

We will continue to supply the Services to the Customer for the Subsequent Term unless the Customer terminates the Agreement as set out in Clause 9.3.

9.2 If a Renewed Term has been agreed We will continue to supply the Services to the customer for the Renewed Term unless the Customer terminates the Agreement as set out Clause 9.3

9.3 The customer may:

9.3.1 Terminate the Agreement (without incurring any Early Termination Fee) by giving a minimum of three months prior written notice to TwoSix Communications Ltd such notice to expire on the expiry date of the Minimum Term, the Renewed Term or Subsequent Term (as the case may be); or

Terminate the Agreement before the Minimum Term, the Renewed Term or

Subsequent Term (as the case may be) has expired by giving a minimum four weeks prior written notice to the Company (or any other such notice period as agreed in writing with the Company) but will have to pay the Early Termination Fee to TwoSix Communications Ltd .

Either party may immediately terminate the Agreement by written notice if the other Party:

9.3.2 commits a material breach that is not capable of being remedied; or

9.3.3 commits an act of bankruptcy or goes into or is put into liquidation (other than solely for the purposes of a reconstruction or amalgamation) or if a receiver or administrator is appointed over all or part of the other Party’s assets or the other Party suffers seizure of any of its property for non- payment of monies owing.

9.4 TwoSix Communications Ltd may, without prejudice to any of its other rights under the Agreement, terminate the Agreement with immediate effect by notice in writing without liability to the Customer in the event that:

9.4.2 TwoSix Communications Ltd is not, for whatever reason, permitted or authorised to provide the Services;

9.4.3 TwoSix Communications Ltd reasonably considers that the breach, act, omission or default of the Customer may result in TwoSix Communications Ltd ’ failure to comply with any applicable legislation or may place TwoSix Communications Ltd in breach of its agreement with the Network Operator;

9.4.4 use by the Customer of the Network or the Services is, or is likely to cause damage to, interrupt or otherwise prevent TwoSix Communications Ltd from supplying the Services to other customers or complying with obligations owed to other customers;

9.4.5 the Customer fails to pay the Charge when due;

9.4.6 such action is required in order to comply with any legislation;

9.4.7 TwoSix Communications Ltd has reasonable grounds to suspect that the Customer is involved in fraudulent or other unlawful activity.

9.5 If the Agreement is signed before TwoSix Communications Ltd has completed its credit check of the Customer, we will be permitted to terminate the Agreement immediately by written notice if the Customer fails to pass TwoSix Communications Ltd ’ credit policy.

9.6 The rights to terminate the Agreement given by this Clause 10 shall be without prejudice to any other right or remedy of either Party in respect of the breach concerned (if any) or any other breach.

9.7 Following termination of the Calls & Lines Service:

9.7.2 the telephone service may be disconnected unless the Customer makes alternative arrangements with TwoSix Communications Ltd or another communications service provider;

9.7.3 the Customer shall pay to TwoSix Communications Ltd all amounts due to TwoSix Communications Ltd in accordance with the terms of the Agreement;

9.7.4 any provision of the Agreement that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Agreement shall remain in full force and effect.

9.8 Due to the nature of porting, the customer recognizes certain services may not be available on CLIs ported to or CLIs ported away from the Network from time to time.

10 LIMITATIONS AND EXCLUSIONS OF LIABILITY

10.1 This Clause 10 sets out TwoSix Communications Ltd ’ entire liability (including any liability for acts or omissions of TwoSix Communications Ltd ’ employees, agents or subcontractors) in respect of any breach of the Agreement and any representation, statement or tortuous act or omission arising out of or in connection with the Agreement.

10.2 Except as set out in these Terms, TwoSix Communications Ltd provides no warranties, conditions or guarantees as to the description or quality of the Services, and all warranties, conditions or guarantees implied by or expressly incorporated as a result of custom and practice, statute, common law or otherwise are hereby expressly excluded so far as permitted by law.

10.3 Subject to Clause 10.5, TwoSix Communications Ltd ’ aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Agreement shall not exceed £1,000,000 (one million pounds sterling).

10.4 Subject to Clause 10.5, We shall not be liable to the Customer whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation or otherwise the Agreement, for:

10.4.1 loss of profits; or

10.4.2 loss of revenue;

10.4.3 loss of income or business;

10.4.4 depletion or loss of goodwill, reputation or similar losses;

10.4.5 loss of anticipated savings;

10.4.6 loss of use;

10.4.7 loss of contract;

10.4.8 any indirect or consequential or special loss or damage or pure economic loss, costs, damages, charges or expenses whatsoever and howsoever caused.

10.5 Nothing in these Terms shall exclude or limit the liability of TwoSix Communications Ltd for:

10.5.1 death or personal injury resulting from TwoSix Communications Ltd negligence; or

10.5.2 for fraud or fraudulent misrepresentation; or

10.5.3 for any matter which it would be illegal for TwoSix Communications Ltd to exclude or attempt to exclude its liability.

10.6 Subject to clause 10.5, TwoSix Communications Ltd shall not be liable for any direct or indirect loss or damage (whether physical, financial or otherwise) howsoever arising from the act or default of the Network operator.
10.7 The provisions of this Clause 11 shall survive termination or expiry of the Agreement.

11 CONFIDENTIALITY AND DATA PROTECTION

During the term of this Agreement and for three (3) years after termination, the Customer shall:
11.1.1. keep all Confidential Information confidential;
11.1.2. disclose Confidential Information only to its employees that need to know it for the purposes

contemplated by the Agreement; and
11.1.3. use the Confidential Information exclusively for the purposes contemplated by the Agreement. This Clause shall not apply to information that the Customer can prove:
11.1.4. is in the public domain otherwise than by the Customer’s breach;
11.1.5. it already had in its possession prior to obtaining the information directly or indirectly from the Company; or
11.1.6. a third party subsequently disclosed to the Customer free of restrictions on disclosure and use.

11.2. Both parties will comply with all requirements of the Applicable Data Protection Laws. This Clause 11 is in addition to, and does not relieve, remove or replace, a party’s obligations under the Applicable Data Protection Laws.

11.3. The Company’s Privacy Notice, which is available on our company website, sets out the scope, nature and purpose of processing by the Company, the duration of the processing and the types of personal data (where Personal Data has the meanings as defined in the Applicable Data Protection Laws) the Company collects.

11.4. Without prejudice to the generality of Clause 11.2, the Customer will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the Personal Data (as defined in the Applicable Data Protection Laws) to the Company for the duration and purposes of the Agreement.

12 IPR AND OWNERSHIP

All IPR relating to the subject matter of the Agreement shall vest in TwoSix Communications Ltd or its licensors, as appropriate and ownership of Equipment and the System (including any works performed by TwoSix Communications Ltd to connect the Site to the System) shall remain with the Company or its licensors, as appropriate. The Customer:

12.1.1 acknowledges that it shall have no licence, right, title or interest in or to any IPR of TwoSix Communications Ltd or its licensors or Equipment or the System;

12.1.2 may not include TwoSix Communications Ltd ’ name or any other trade mark, brand name, logo or get-up associated with TwoSix Communications Ltd without TwoSix Communications Ltd ’ prior written consent.

12.2 Risk in any rental equipment shall pass to the Customer on delivery. Ownership of rental equipment remains at all times with TwoSix Communications Ltd or other third party owner. The Customer has no right, title or interest in the rental equipment except that it is provided to the Customer for the duration of and on the terms of the Agreement.

12.3 This Clause shall survive termination or expiry of the Agreement.

13 CIRCUMSTANCES BEYOND REASONABLE CONTROL

13.1 Neither Party shall be liable for any delay in performing its obligations under the Agreement caused by circumstances beyond its reasonable control. These are circumstances such as, but not limited to, Acts of God, insurrection or civil disorder or military operations, national or local emergency, acts or omissions of government or other competent authority or regulatory authority, fire, flood, lightning or other weather of exceptional severity, subsidence, explosion, strikes, lock-outs or industrial disputes, malicious damage, default of suppliers or subcontractors.

13.2 We will not be liable to the customer for any delay or failure in performing our obligations under the Agreement or supplying services as a result of the above, or if another supplier delays or refuses the supply of an electronic communications service, and no alternative service is required at reasonable cost or if legal or regulatory restrictions are imposed upon TwoSix Communications Ltd , or any of our suppliers that prevent us from supplying a service.

13.3 If any Force Majeure event prevents any service being provided for more than 12 weeks, we shall without limiting its outer rights or remedies, have the right to

terminate the Agreement immediately by giving written notice to the customer. For the purposes of the Agreement, Force Majeure Event means an event beyond the reasonable control of the Company including but not limited to strikes, lock-outs or other industrial disputes (whether involving the workforce of the Company or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors.

14 NOTICES

14.1 Notices must be in writing. The address for service on TwoSix Communications Ltd (subject to any change notified by Us) is: TwoSix Communications Ltd , Raleigh House, Wellsway, Keynsham, Bristol, BS31 1HS

14.2 Notices may be delivered by hand, sent by first-class mail, fax or e-mail. Correctly addressed notices if delivered by hand, shall be deemed to have been delivered at the time of delivery, if sent by first-class mail shall be deemed to have been delivered 72 hours after posting, correctly directed faxes shall be deemed to have been received instantaneously on transmission and in proving the service of any notice by e-mail, it will be sufficient to prove that such e-mail was sent to the specified e-mail address of the addressee.

15 ENTIRE AGREEMENT

15.1 It is acknowledged and agreed that the Agreement (including the documents and instruments referred to herein) (the Documents) shall supersede all prior representations arrangements understandings and agreements between the parties relating to the subject matter hereof and shall constitute the entire complete and exclusive agreement and understanding between the parties hereto;

15.2 The parties irrevocably and unconditionally waive any right they may have to claim damages for any misrepresentation arrangement understanding or agreement not contained in the Documents or for any breach of any representation not contained in the Documents (unless such misrepresentation or representation was made fraudulently);

15.3 It is further acknowledged and agreed that no representations arrangements understandings or agreements (whether written or oral) made by or on behalf of any of the other parties have been relied upon other than those expressly set out or referred to in the Documents.

16 GENERAL

16.1 Assignment and other dealings.

16.1.1 We may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of our rights under the Agreement and may subcontract or delegate in any manner any or all of Our obligations under the Agreement to any Authorised Party, third party or agent.

16.1.2 The Customer shall not, without the prior written consent of TwoSix Communications Ltd , assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Agreement.

16.2 Severance. Each of the clauses of these Terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining clauses will remain in full force and effect.

16.3 Waiver. Any failure by TwoSix Communications Ltd to exercise or enforce its right under the Agreement shall not be a waiver of that right, nor prevent TwoSix Communications Ltd from exercising or enforcing such right at a later time.

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

16.5 Third parties. A person who is not a party to the Agreement shall not have any rights to enforce its terms.

16.6 Variation.

16.6.1 We will be entitled to reasonably amend the Agreement at any time upon notice to the Customer if there is any amendment to the agreement between TwoSix Communications Ltd and the network provider which directly or indirectly impacts upon the Agreement.

16.6.2 Except as set out in these Terms, no variation of the Agreement, including the introduction of any additional terms and conditions, shall be effective unless it is agreed in writing and signed by TwoSix Communications Ltd .

16.7 Governing law. The Agreement, and any claim or dispute arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with English law.

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

Service Levels

Service Service Level
Broadband- ADSL and FTTC N/A
FTTP Basic- 72 working hours
FTTP Standard- 48 working hours
SOGEA Basic- 72 working hours
SOGEA Standard- 48 working hours

1.1 If the Customer instructs the Company to dispatch a Company representative to any site to investigate a possible fault, the Company reserves the right to invoice the Customer for the visit should the fault be found to be with the Customer’s network.

1.2 Where at the Customer’s request the Company spends time investigating any fault which is repeatedly or continuously reported by the Customer and the Company concludes each time that there has been no service failure, the Company reserves the right to charge the Customer for all reasonable costs and expenses incurred in investigating the alleged service failure and the Customer agrees to pay such charges in accordance with Clause 7.

1.3 The Customer shall be responsible for claiming any service credit in accordance with the applicable service level agreement. Where a valid claim is made and the Customer becomes entitled to a service credit, We will issue a credit note to the Customer for an amount equal to the applicable service credit.

1.4 In order to receive an available service credit, the Customer must give notice to the Company, within 15 days of the end of the calendar month for which the service credit is claimed. If the Customer fails to claim the service credit to which it is entitled, the Customer shall be deemed to have waived its right to claim the service credit.

1.5 Service credits will not be available to the Customer to the extent that the Company fails to meet any service levels as a result of:
1.5.1 an act, fault or omission by the Customer, or any of its representatives, employees, agents or sub-contractors;
1.5.2 any equipment not supplied by the Company or a Network Operator;
1.5.3 any circumstances beyond the Company’s control;
1.5.4 any failure by the Customer to act on the Company’s reasonable instructions;
1.5.5 any suspension of the Services under Clause 8; or
1.5.6 any other event specified in the applicable service level agreement.

1.6 The duration of any Service fault, for the purposes of calculating service credits, will be measured from the time the fault report is logged by Our Customer Services Department to the time the company can demonstrate that the service has been restored to the standards set out in the applicable service level agreement.

Terms & Conditions

Company

Solutions