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Telecoms

Terms & Conditions

1.1 What these terms cover.

These are the terms and conditions on which We supply products to You, whether these are goods, services or digital content.

1.2 Why You should read them.

Please read these Terms and Conditions carefully before You submit your order to Us. These Terms and Conditions tell You who We are, how We will provide services and products to You, how You and We may change or end the agreement, what to do if there is a problem and other important information.

1.3 We reserve the right to amend these terms and conditions.

2. Definitions

2.1 In these Terms and Conditions, unless the context otherwise requires:

Act” means the Communications Act 2003;

Applicable Data Protection Legislation” means (a) the Data Protection Act 1998; or (b) from 25th May 2018, the GDPR, read in conjunction with and subject to any applicable UK national legislation that provides for specifications or restrictions of the GDPR’s rules; or (c) from the date of implementation, any applicable legislation that supersedes or replaces the GDPR in the UK or which applies the operation of the GDPR as if the GDPR were part of UK national law, which may include the Data Protection Act 2018;

"AR IT SUPPORT", “Us”, “Our” or “We” meansAR IT SUPPORT Limited, a company registered in England and Wales. Our company registration number is 12691439 and our registered office is at 21 Great Oaks Park, Rogerstone, Newport, Wales, NP10 9AT

Artificial Inflation of Traffic” or “AIT” shall have the meaning given to it in the BT standard interconnect agreement as amended from time to time and for the avoidance of doubt includes any situation where Calls other than Calls to geographic number ranges commencing with the digits 01 or 02: (a) are made, generated, stimulated, and/or prolonged for the direct or indirect benefit of any entity (including a natural person) operating, hosting or otherwise connected with a telecommunication service as a result of any activity by or on behalf of such entity; and (b) result in a calling pattern which is disproportionate to the overall amount, duration and/or extent of Calls which would be expected from a good faith usage or an acceptable and reasonable commercial practice relating to the operation of Telecommunications Systems;

Broadband Service” means Asymmetric Digital Subscriber Line (ADSL) being one form of digital subscriber technology, a data communications technology that enables fast data transmission over PTSN telephone lines;

Broadband Circuit” means a connection between an End User’s Site and the underlying network, which carries data in both directions using a broadband protocol;

Broadband Customer Equipment” means equipment (including any software) which is used by an End User at a Site to connect to the Broadband Service;

Broadband RFS Date” means the date on which We notify You that an individual Broadband Circuit is ready for use by Us or You;

"BT” means British Telecommunications plc of 81 Newgate Street, London EC1A 7AJ registered in England No. 1800000 and any of its subsidiaries including but not limited to Openreach;

BT Equipment” means equipment (including any software) which is owned by BT and placed by BT at a Site to provide the Line Rental Service or Broadband Service;

BT Group Company” means a BT subsidiary or holding company, including without limitation a holding company of BT, or a subsidiary or that holding company, all as defined by Section 736 of the Companies Act 1985 as amended by the Companies Act 1989;

BT Intellectual Property” means BT’s patents, registered designs, trademarks and service marks (whether registered or not), internet domain names, copyright, design rights, date base rights and all similar property rights (where or not registered) and all rights or forms of similar protection or having equivalent or similar effect including those subsisting (in any part of the world) in inventions, ideas, improvements, designs, drawings, performances, computer programs, software, semiconductor topographies, plant varieties, confidential information, business names, goodwill and the style of presentation of goods or services including any improvements or refinements to any of the foregoing and in application for protection of any of the above rights;

BT Network” means BT’s fixed public switched telecommunications network;

BT Social Telephony” means any BT scheme (for example light user scheme, or in-contact scheme) and any equivalent or replacement scheme which BT may introduce from time to time.

Business Day” means any day (other than a Saturday or a Sunday) on which clearing banks are open in London for a full range of commercial banking transactions;

Call” means a signal, message or communication which can be silent, visual (including text) or spoken;

 “Charges” means the monetary amounts resulting from applying the Prices and Our calculation methodology to the quantity of services used, received or ordered by Us on behalf of the You;

CLI” means the calling line identity;

Code” means the Code of Practice published by Phone-paid Services Authority as amended from time to time. References to paragraphs of the Code are references to the amended Eleventh Edition of the Code of Practice that took effect on 28 April 2006 or, if superseded, any similar paragraph in the current version of the Code;

Commencement Date” means the date on the order form;

“Data Protection Legislation” means the Applicable Data Protection Legislation and the Privacy and Electronic Communicative (EC Directive) Regulations 2003;

“Data Controller” shall have the meaning set out in the Applicable Data Protection Legislation;

“Data Processor” shall have the meaning set out in the Applicable Data Protection Legislation;

Data Subject” shall have the meaning set out in the Applicable Data Protection Legislation;

Email” means electronic mail sent to a recipient via the internet;

End User” or “You” means any company, individual, or customer, who is the user of the Services;

End User Service” means the service provided to the End User by AR IT SUPPORT;

"Gamma" means GAMMA BUSINESS COMMUNICATIONS LIMITED a limited company incorporated in England and Wales registered under number 2998021 whose registered office is at 5 Fleet Place, London, EC4M 7RD;

General Conditions” means the General Conditions of Entitlement set by OFCOM pursuant to its powers under section 45(2)(a) of the Communications Act 2003;

GDPR” shall mean the General Data Protection Regulation (EU) 2016/679;

Horizon Advanced Voice Services” includes:

  • the platform services (including Horizon Advance call recording and Horizon PCI Phone services);
  • the Support Services; and
  • any Professional Services.

 “Indirect Access” means a service which enables an End User to choose to route certain outgoing Calls via telecommunications networks which are not operated by BT by prefixing an access code to initiate them;

“Intellectual Property Rights” means (i) patents, designs, trademarks and trade names (whether registered or unregistered, copyright and related rights, database rights, know-how and confidential information; (ii) all other intellectual property rights and similar or equivalent rights in the world which currently exist or are recognised in the future, and (iii) all applications, extensions and renewals in relation to any such rights.

Line” means a connection to the BT Network;

“Line Rental Service” means own-branded telephony services using the Openreach Network;

 “Nuisance Call(s)” means an unwanted Call that causes annoyance, inconvenience or anxiety to the receiver of the Call, and/or is a hoax Call, and/or is of an offensive, spiteful, abusive, indecent, defamatory, obscene, or menacing nature, and/or Calls which cause the called person to experience silence when the Call is answered in circumstances where the called person has no means of establishing whether there is a person at the other end of the line, and/or Calls which are not compliant with OFCOM’s statement of policy on persistent misuse published in accordance with section 131 of the Act as amended from time to time;

Number Portability Functional Specification” means the Number Portability Functional Specification document which is published by OFCOM (or any other competent successor body or authority), as may be amended by OFCOM from time to time, and which is currently published at the following URL: http://www.ofcom.org.uk;

Numbers” means any telephone number(s) provided AR IT SUPPORT to the End User under these Terms and Conditions;

Number Translation Services” means inbound 08 and other non-geographic services to be provided to AR IT SUPPORT;

Operational Day” means 00:00 to 23:59 Monday to Friday excluding UK Public and Bank Holidays;

Personal Data” shall have the meaning set out in the Applicable Data Protection Legislation;

Prices” means Our applicable prices for the provision of the Services set out in the order form and paperwork provided, as amended from time to time in accordance with these Terms and Conditions;

Processing” (and other parts of the verb ‘to process’) shall have the meaning set out in the Applicable Data Protection Legislation;

Service” means a service which is listed in Schedule 1 or which is offered by us in the future;

Site” means a place at which We agree to provide a Service; 

SPAM” means an unsolicited marketing message not permitted under the terms of the Data Protection Legislation;

Special Conditions” means any special conditions imposed on us by Ofcom pursuant to section 45(2)(b) of the Act;

System” means the electronic communications network and information technology system which we utilise so as to offer electronic communications services;

“Terms and Conditions” means these terms and conditions along with the order form signed in relation to your order forming this agreement.

Unpaid Charges” means the sum of:

  • Charges accrued by You but which have not yet been invoiced; and
  • Charges which have been invoiced but have not yet been paid by You.

"Writing" includes emails. When we use the words "writing" or "written" in these terms, this includes emails.

2.2 A reference to any statute, statutory provision, regulation, order or code shall be construed as a reference to the same as it may have been, or may from time to time be, amended, modified or re-enacted. 

3. Duration

3.1 Your contract will continue for the minimum term.

3.2 Each order will come into effect immediately upon Your signature and will continue until the expiry of the term set out in the order unless terminated earlier in accordance with these Terms and Conditions.

3.3 Upon expiry of the minimum term, the order shall automatically renew for an indefinite period unless terminated by either party giving to the other at least three calendar months’ notice in writing save where a different notice period is set out in these terms and conditions.

4. Provision of Services

4.1 We shall be entitled to: 

4.1.1 change the technical specification of the Services (provided that such changes do not have a materially negative affect the performance of the Services) where necessary for operational reasons, statutory or regulatory requirements;

4.1.2 make alterations to any Service (including without limitation conversions, shifts, reconfigurations and renumbers). Such alterations may result in disruption to the Service although We will use reasonable endeavours to minimise any disruption, and where practicable, We will give You as much notice as possible;

4.1.3 refuse any order for Services at Our sole discretion.

4.2 We do not warrant that the Services will be fault free or free of interruptions and You accept that faults will occur from time to time.

4.3 We may change the conditions or service levels relating to a Service in order to reflect contractual changes imposed upon Us by suppliers (including BT) or any decision, request by or change in the regulatory regime by the relevant regulatory authorities and (where reasonably practicable) We will give at least thirty (30) days written notice before the change takes effect.

4.4 We shall be entitled to record any or all calls to our support or service centres in order to monitor the quality of support or service provided or for training purposes.

5. Service Conditions 

5.1 You will use the Services in accordance with the provisions of these Terms and Conditions and relevant service literature (as provided to You by AR IT SUPPORT from time to time) and all other reasonable instructions as may be notified to You by Us from time to time and in accordance with the relevant provisions of the Act.

5.2 General Services

5.2.1 You must not use any Service:

5.2.1.1 in a way that does not comply with the terms of any legislation or any codes of practice, regulations or any licence or authorisation applicable to AR IT SUPPORT, customer or End User (as appropriate) or that is in any way unlawful or fraudulent for unlawful or fraudulent purpose or effect;

5.2.1.2 in connection with (without prejudice to the generality of clause 5.2.1.1above) the carrying out of fraud or a criminal offence against any other public telecommunications operator;

5.2.1.3 in any way that constitutes Artificial Inflation of Traffic;

5.2.1.4 in a way that in Our reasonable opinion could materially affect the quality of any telecommunications service or other service provided by Us or any third party;

5.2.1.5 to make Nuisance Calls or Spam;

5.2.1.6 to threaten, harass, stalk, abuse, disrupt or otherwise violate or infringe the rights (including but not limited to copyright, rights of privacy and publicity) of others;

5.2.1.7 to obtain access, through whatever means, to notified restricted areas of the underlying network;

5.2.1.8 to send and receive data in such a way or in such amount so as to adversely affect the network (or any part of it) which underpins any Service or to adversely affect Our other customers or Our suppliers;

5.2.1.9 to engage in conduct which amounts to improper or persistent misuse of a public telecommunications network or service within the meaning of sections 127 to 128 of the Act; or

5.2.1.10 in a way which (in Our reasonable opinion) brings Our name into disrepute, or which places Us in breach of the Act.

5.2.2 A Site survey and/or engineering visit may be necessary in certain circumstances, and You will be responsible for any additional Charges in relation to the same.

5.2.3 When an appointment is made to attend Your Site on an agreed date and time and Our representative or an engineer is unable to gain access to complete the scheduled works a reasonable charge may be levied against You.

5.2.4 You will provide a suitable and safe working environment for Our suppliers employees and anyone acting on Our behalf in relation to any work carried out.

5.2.5 You acknowledge that You will be responsible for repair and if necessary redecoration of the Site post any installation for any Service

5.2.6 If a fault reported by You is not attributable to the Service supplied or if the fault is attributable to damage, theft, or removal of equipment occurring on the Site, You will be charged an abortive site visit charge.

5.2.7 Any equipment connected to or used with a Service must be connected and used in accordance with any published instructions and any safety or security procedures applicable to the use of that equipment.

5.2.8 For equipment purchased by You from Us, risk will pass on delivery of the equipment, but the title will only pass once payment has been received for that equipment. You must notify Us within 28 days of delivery of faults in or damage on delivery to the equipment after which date You will be deemed to have accepted the equipment as being satisfactory,

5.2.9 Any equipment connected to or used with a Line Rental Service or a Broadband Circuit must be technically compatible with the service, connected and used in accordance with any published instructions and any safety or security procedures applicable to the use of that equipment and must not harm the BT network, BT equipment or another communication provider’s or third party’s network or equipment. We will immediately upon notice disconnect any equipment not in compliance with this clause.

5.2.10 You acknowledge that the IP telephony support 999/112 public emergency call services and such calls will be routed to the national emergency call handling agents. However these services do not operate in the same way as PSTN fixed line 999/112 public emergency call services and connection to such services may not be possible in the event of a service outage caused by loss of Your connectivity to the internet for whatever reason. In such circumstances You should us your PSTN line to make the emergency call. Furthermore it may on occasions not be possible for emergency services personnel to identify Your location and telephone number so this information should be stated promptly and clearly by You when making such call.

5.2.11 Where Services are subject to a fair usage policy You agree to obey any said fair usage policy.

5.2.12 Save in respect of assured IP services We may implement traffic management measures, which may include without limitation restrictions on heavy users of contended services, so as to maintain the quality of services across the wider group of users of that service

5.2.13 Charges will apply where You request additional work to be carried out on site involving the provision or rearrangement of equipment, wiring, network or services, and/or where the work is to be carried out outside the normal working day.

5.2.14 You acknowledge and accept that different Services have different minimum term commitments.

5.2.15 You shall procure and obtain all necessary third party consent required in relation to building alterations, or additions, access to land or other permission required to install services and equipment and provide reasonable assistance requested by Us or Our sub-contractors.

5.3 CPS and Line Rental

5.3.1 Subject to 7 days written notice we reserve the right to terminate the provision of the Line Rental Service.

5.3.2 In the event of any problems with the network which have been notified to You, the following will apply;

5.3.2.1 during such network problems which preclude routing of calls, You may insert the 1280 prefix;

5.3.2.2 call data records will still be produced for such calls.

5.3.3 Save for 5.3.2 above, outgoing calls routed over the BT Network will be subject to a surcharge.

5.3.4 You acknowledge that certain Services will not be available with or may be incompatible with a particular Line Rental Service and that performance of some of Your premises equipment may be affected by the Line Rental Service. In such cases or if there is a technical or geographical limitation We will have no liability to You relating to the provision of the Line Rental Service, the performance of the line rental service, its effect on other services or equipment or the withdrawal of the Line Rental Service.

5.4 Broadband Services

5.4.1 In relation to Broadband Services, in addition to the conditions in clause5.2, above (to the extent that they apply) You must not use a Broadband Service or allow or permit anyone to use a Broadband Service:

5.4.1.1 to knowingly make available or upload files that contain software or other material, data or information not owned or licensed by yourself (as appropriate); or

5.4.1.2 to knowingly make available or upload files that contain a virus or corrupt data; or

5.4.1.3 to falsify the true ownership of software or other material or information contained in a file made available via the Broadband Service; or

5.4.1.4 to publish, post, distribute, disseminate, send, knowingly receive, upload, download, use or re-use material which is abusive, indecent, defamatory, offensive, obscene or menacing, or in breach of copyright, privacy or any other rights; or 

5.4.1.5 to deliberately abuse any part of a Service; or

5.4.1.6 to post or send the same or similar messages in multiple usenet or news groups; or

5.4.1.7 to post or send off-topic items to a usenet or news group; or

5.4.1.8 to send or provide unsolicited commercial messages or communications in any form; or

5.4.1.9 to falsify user information; or 

5.4.1.10 to act in such a way which threatens the integrity or security of any computer system; or 

5.4.1.11 with a view to avoiding incurring or paying charges for such usage; or

5.4.1.12 with a view to degrading the use of services by third parties; or

5.4.1.13 to violate general standards of internet conduct and usage such as denial of service attacks, web-page defacement, and port and network scanning; or

5.4.1.14 to disclose passwords; or

5.4.1.15 to violate any restrictions on the size of e-mails; or

5.4.1.16 to forge addresses; or

5.4.1.17 to share network connections in a manner enabling third parties to access and use such connections; or

5.4.1.18 other than in accordance with the acceptable use policies of any connected networks; or

5.4.1.19 in a way that may pose a threat to the safety of persons or may pose a hazard which would impair or prevent the operation of equipment; or 

5.4.1.20 in a way which is likely to impede the activities of authorised persons responding to an emergency.

5.4.2 Additional installation charges may be payable to supply the metallic path to the Your Site, such charges will be subject to Your prior approval.

5.4.3 If in Our opinion any of Your Broadband equipment fails to comply at any time with the necessary requirements and standards, or is causing disruption to the Service or to other customers then We reserve the right to disconnect the Broadband Circuit, or take such other steps as we deem necessary to resolve the disruption.

5.4.4 You accept that Spam and virus filters are not 100% effective and that the use of Spam filters includes a small risk or loss of wanted messages. We shall not be liable for any losses incurred by You or any third party connected with Spam, viruses, worms, or the use of Spam or virus filters, however caused.

5.4.5 Use of the internet (which is separate from the Broadband Service) is at Your own risk and subject to any applicable laws. We will not be liable for any goods, services, information, software or other materials the You obtain when using the internet or newsgroups, nor for any consequences from any interaction whatsoever with the internet or newsgroups.

5.4.6 You shall permit Us and our suppliers to use and store information relating to any signal transmitted over a Broadband Circuit, without limitation including information as to origin, destination, duration, route and time, exclusively for the purpose of collating statistics, provided that such information is stored and used strictly in accordance with the Data Protection Act 1998.

5.4.7 The Broadband Service does not provide You with access to unrestricted uncensored newsgroups.

5.4.8 Supplier owned IP addresses are non-transferable and the right to change them from time to time is reserved.

5.4.9 We will supply You with a ready to use, preconfigured router, including WAN interface (user credentials, ADSL settings specific to the Service and IP addressing), You may be responsible for the cost of any additional or further configuration or the router as may be required.

5.4.10 On placement of an order for the IP Assured Service an automated availability and suitability check (“Availability Check”) is made to ensure that the service can be supported. In the event that the order fails the Availability Check the order will be rejected. In the event that the Availability Check does not return any results or returns only partial results You will be given the option of either proceeding with or cancelling the order. The Availability Check is provided by BT and we have no responsibility for any incorrect or misleading results obtained from its use.

5.4.11 Any reasonable costs incurred by Us, or our Third Parties in attending Your Site for the purpose of resolving faults that are found to be Your responsibility will be at Your cost

5.4.12 You will indemnify Us against any claims or legal proceedings as a consequence of You not having a contract for the use of a BT provided analogue direct exchange line, or in the case of the SDSL service. You acknowledge that the Service will not be available outside BT’s service availability area

5.4.13 You acknowledge and accept that different Broadband Services have different minimum term commitments, as follows:

5.4.13.1 All SDSL lines have a minimum 12 month term;

5.4.13.2 All IP Assured Services have a minimum 12 month term.

5.5 BT Services

5.5.1 Nothing in these Terms and Conditions entitles You to use and You will not use, the logo, trademark or any BT Intellectual Property or any of BT’s trading divisions or other BT Group Company, (including, in relation to You, any of Your promotional material). You will not use or attempt to register as a trade mark, company name or domain name anything that is identical to, similar to or likely to be confused with any of the BT corporate marks or use images or representations of any BT buildings in any literature. In addition You, will not use BT’s name in connection with any service.

5.5.2 You acknowledge that you will need to cease Your BT Telephony service if you wish to use the CPS Service and any other Services notified by Us to You.

5.5.3 BT Equipment remains the property of BT at all times;

5.5.4 If We need to install BT Equipment at Your Site to enable Us to provide a Line Rental Service, You will prior to installation:

5.5.4.1 Prepare the Site in acccordance with Our reasonable instruction;

5.5.4.2 Make available a suitable place and conditions for the BT Equipment;

5.5.4.3 Provide, at no charge to Us or BT, power connection points and sufficient electricity to power the BT equipment; and

5.5.4.4 Obtain all necessary consents, including for example, consents for any necessary alterations to buildings, permission to cross other people’s land or permission to put BT Equipment on their property.

5.5.5 You are responsible for the BT Equipment and must not add to, modify, carry out any maintenance on or in any way interfere with the BT Equipment nor allow anyone else, (other than someone authorised by BT) to do so. You will be liable for any loss or damage to the BT Equipment, except where such loss or damage is due to fair wear and tear or is cause by BT, or anyone acting on BT’s behalf.

5.5.6 Where a reported fault is found to be on a line rental product or Service, BT will respond to repair the fault or replace the faulty equipment. Charges may apply where:

5.5.6.1 BT agrees to carry out work at specific times (ie during the evening or on a Sunday);

5.5.6.2 The fault is found not to be with any BT Service or equipment, in particular this covers the situation where no fault is found, or the fault is found to be on non-BT equipment, or is due to damage caused by You;

5.5.7 If the BT engineer is able to repair the fault by unplugging a piece of equipment or wiring with no further investigation, then the call-out charge only will apply. Otherwise an hourly rate will always apply.

5.5.8 If the BT engineer is able to repair the fault by unplugging a piece of equipment or wiring with no further investigation, then the call-out charge only will apply. Otherwise an hourly rate will always apply.

5.5.9 Following termination of the service We may arrange for BT to visit Your Site during working hours to recover any BT Equipment. We shall use reasonable efforts to coordinate such visits with You.

5.6 Assured IP Services

5.6.1 The Assured IP Service will not support:

5.6.1.1 General access to the internet;

5.6.1.2 SIP services provided by other operators

5.6.1.3 site-to-site traffic (inter-PBX)

5.6.1.4 IP extensions for remote workers.

5.6.2 A router will be supplied for all circuits using the IP Assured Service. Such router is managed by and remains Our property, If a router is not returned on termination of the circuit for which it was supplied We shall be entitled to charge You.

5.6.3 Where We are providing a hosted Broadband solution, You shall be responsible for any security matters which are outside Our direct control, for example (but not limited to), credentials used to access call management portals that could be used to set up fraudulent calls over an Assured IP Service connection.

5.6.4 There may be temporary loss of existing voice and broadband service during the provision or a migration of a Broadband service when the migration takes place or the installation is being carried out.

5.6.5 We reserve the right to revoke acceptance of any order where a Broadband Circuit cannot be reasonably connected to the Site.

5.6.6 You acknowledge and accept that the minimum time commitment for all IP Assured Services is 12 months.

5.7 In the event that We receive or are notified of, as internet service provider, a copyright infringement report, a request to provide a copyright infringement list, an order to impose a technical obligation or any other notice, request, report or order made under the Communications Act 2003 (as amended by the Digital Economy Act 2010), You will do everything reasonably required by Us to ensure that We will be in full compliance with both the letter and spirit of all its obligations under the Communications Act 2003, including with regard to the provision of information and cessation of service and compliance with any code adopted by Ofcom in respect of the relevant provisions.

5.8 All apparatus that is attached (directly or indirectly) to the Services will conform to the relevant standard or approval for the time being designated under the Act or the Radio Equipment Regulations 2017 (as may be subsequently amended, replaced or extended).

5.9 In relation to Your transfer from your existing telecommunications service provider, You warrant that You have previously expressly agreed in writing to terminate your existing telecommunications contract with your existing telecommunications provider. You indemnify Us and acknowledge that We do not accept any liability in connection with the same.

5.10 For the Number Portability Function Service, please be aware that You will not own any number, nor have any right to sell or agree to transfer any number provided to You by Us.

5.11 You acknowledge and accept that the Broadband Services and the Ethernet Services will be provided subject to relevant terms and conditions provided by third parties in respect of fault handling, repair reporting/timing and repair eligibility, service provision and installation.

5.12 You acknowledge and accept that IPDC must have a minimum of 2 channels per site at all times and a minimum 12 month term per site;

6. Ethernet Services

Notwithstanding the clauses of these terms and conditions the following apply specifically in relation to Ethernet Services. In case of conflict between the terms and conditions and this clause, this clause will prevail:

6.1 All initial prices are provided without Excess Construction Charges (as described in clause 6.3 below), and all prices quoted are indicative only and subject to a Site survey, definitive pricing can only be confirmed at submission and acceptance of Your Order.

6.2 We reserve the right to provisionally accept or reject Your Order, provisional acceptance shall be subject to any Site surveys,

6.3 We reserve the right to levy an additional charge where the provision of the Ethernet Service, or part thereof, requires the provision of resources that exceed the level of resource which would normally be required to supply such service (“Excess Construction Charge”). You shall have 10 days to determine if You accept the Excess Construction Charge (in which case a revised Order will be issued) or reject them(in which case the Order will be deemed cancelled). Although Excess Construction Charges are typically identified following site survey, it is possible in certain circumstances that they may arise later on during the provisioning process if, following an attempt to deliver the Service, additional infrastructure work is required to provide the Service.

6.4 All Broadband backup services are quoted subject to availability

6.5 Initial prices provided for the rental of IP addresses or for the installation of equipment may be subject to subsequent change ( for example in the event that the prices charged to Us by Our supplier are increased subsequent to the placing of the Order and before the service is activated).

6.6 We reserve the right not to provide Ethernet Services to any Site and to withdraw provisional acceptance of an order for reasons including, but not limited to:

6.6.1 The distance between a Site and Our suppliers point of presence;

6.6.2 If a Site survey finds that a site is not suitable for the provision of the Ethernet or Broadband based backup Service;

6.6.3 If You do not agree to pay the Excess Construction Charges.

6.7 Subject to clause 6.5 above We will issue a final acceptance of the order to You, such final acceptance will include the agreed date that the installation of the Ethernet Service can be completed by Us or Our suppliers (the “Contractual Delivery Date”).

6.8 The Contractual Delivery Date may be later than Your requested date as shown on the order if Your requested date falls before the minimum order lead time, or We or Our suppliers encounter delays which could not have reasonably been foreseen.

6.9 On a date which We will advise, Us or Our nominated subcontractor will visit Your Site to install the network terminating equipment. Standard installation time is 3.75 hours. In the event that the installation time is extended through no fault of Ours, We shall be entitled to charge additional installation costs.

6.10 The Broadband backup option is based on underlying Broadband technology and as such does not carry the same guaranteed service levels as the Ethernet Service. If the requirement is for a guaranteed secondary service then a secondary Ethernet service should be considered.

6.11 We will use reasonable efforts to install the Ethernet within the timeframes quoted. You acknowledge that these timeframes are estimates only and we accept no liability for any failure to meet any service levels or to repair a fault within any given timeframe.

6.12 The broadband backup service is selected by Our suppliers based on suitability. In the event the broadband backup service proves inadequate following installation, Our suppliers may modify, or switch to an alternative backup service and We reserve the right to charge for the installation of any such modification or alternative broadband backup service.

6.13 Maximum line speeds for the Broadband backup service are constrained to the maximum line WLR3 line speed subject to availability of the same as set out in BTs advertised coverage of exchanges in the UK.

6.14 Where the Broadband backup service is taken both the Ethernet primary service and the broadband backup service will be delivered on the same day. If You opt to take delivery of these services on different days and also opt for the onsite router installation option, each visit will incur a charge.

6.15 For fibre ethernet with fibre ethernet backup Service, the actual resilient path of both fibre connections will only be confirmed following a site survey. In the event that, following such site survey, it is found that the two connections would have a shared route (or partial shared route) We reserve the right to cancel the order without penalty.

6.16 For a fibre ethernet with an EFM backup service, both services will terminate in the same exchange as it is not possible to route to different exchanges (fibre with fibre backup must be used for this requirement).

6.17 FTTC Ethernet is not currently available as a backup to either fibre ethernet or EFM.

6.18 You may terminate the Ethernet Service or part thereof on 90 days written notice to Us, provided that the minimum term (as set out in the order) has expired. 

6.19 We may terminate the Ethernet Service or part thereof on 60 days notice to You, provided that such notice extends the termination date beyond the end of the minimum term.

6.20 We may terminate the Ethernet Service immediately by notice if required to do so at the direction of Ofcom.

6.21 If You terminate the Ethernet Service or part thereof before the end of the minimum term We will charge you recurring charges for that service from the effective date of termination for the remainder of the minimum term.

6.22 If You cancel an Ethernet service You will be charged costs in relation to the preparation of the delivery of the Ethernet service. If the said order includes Excess Construction Charges such charges will be payable in full.

6.23 If You cancel a planned Ethernet service installation after 12.00pm midday on the business day immediately prior to the installation date, additional cancellation charges will be payable.

6.24 If We request a change to the Commencement Date and or the contractual delivery date (and this is accepted by Our suppliers) and We or You subsequently cancel the order any cancellation charge will be calculated on the later of the revised Commencement Date or contractual delivery date, as the case may be.

6.25 Any FTTC Ethernet Service will cease automatically if the underlying WLR3 Service is ceased. However You will remain liable for any recurring fixed charges for the remainder of the fixed term of the affected FTTC Ethernet contract.

6.26 Any FTTC Broadband service is provided on a minimum 12 month term.

6.27 Any FTTC/ADSL service terminated after the Service has been activated will be subject to a charge.

6.28 Internal shift are not part of the FTTC Ethernet of Broadband backup Service and must be ordered as part of the WLR3 service. Any shifts may impact on the FTTC Ethernet speed (in the form of either slower or faster speed).

6.29 Where a second IP address range is taken charges may be applicable.

6.30 Provision of the Ethernet Service will be subject to the completion of a satisfactory site survey.

6.31 Where an appointment is made to visit Your Site and the visit cannot be successfully completed due to:

6.31.1 The inability of Us or Our subcontractors or suppliers through no fault of their own to complete the work;

6.31.2 The inability of Us or Our subcontractors or suppliers to gain access to the Site or sites or any part therof which is necessary for the work;

6.31.3 The appointment is broken by You; or

6.31.4 Any other reason where We or Our subcontractors are not at fault.

6.32 We reserve the right to charge for abortive site visits. Unless otherwise agreed in writing between the parties, You must agree an appointment for installation at a site within 10 days of notification by Us, Our suppliers or subcontractors of the preferred installation date. In the event that You do not agree to such an appointment, the appointment will be deemed to have been fixed for the preferred installation date, unless a revised installation date is subsequently agreed.

6.33 Site visits are subject to the site being within the United Kingdom (including Northern Ireland with the exception of Kingston upon Hull, Isle of man, Isles of Sicily and the Channel Islands). We shall be entitled to levy reasonable additional charges for site visits and installations where this is not the case.

6.34 You acknowledge that Our suppliers will not accept fault reports directly from You, and You should report all faults to Us.

6.35 We or a third party supplier of the equipment will provide maintenance of any equipment installed on site as part of the Service on Our side of the service demarcation point.

6.36 If a fault reported by You is not attributable to the Service supplied or if the fault is attributable to damage, theft, or removal of equipment occurring on the Site, You will be charged an abortive site visit charge.

6.37 In the event of a fault on the primary Ethernet service, the Broadband backup services will automatically become effective. Use of the secondary backup service is not permitted other than in the event of a primary link failure. In the event of a failure of both the primary and secondary links, We will initially resolve the fault on the primary ethernet link.

6.38 You acknowledge that there may be technical or geographical limitations which do not enable Ethernet Service to be installed. Certain technical limitations may not become apparent until after the Ethernet Service has been installed and has been working some time. In such cases, We will have no liability to You relating to the provision of the Ethernet Service, the performance of the Ethernet Service, its effect on other services or equipment or the withdrawal of the Ethernet Service.

6.39 If during the commissioning of the Ethernet Service it is found that, despite the reasonable endeavours of Us or Our suppliers and or Our subcontractors, the agreed bandwith performance cannot be achieved, We will cancel the order without charge to You.

6.40 The FTTC Ethernet services offer guaranteed symmetrical bandwith of up to 20mps. We will use reasonable endeavours to provide downstream bandwith of greater speed where such is ordered but no fault report or cancellation will be accepted for any failure to achieve a downstream bandwith greater than this speed.

6.41 You acknowledge that bandwith speeds may vary over time on an FTTC Ethernet circuit, especially after first installation due to a number of technical considerations including, but not limited to, the distance between Your site and the connection cabinet.

6.42 Equipment provided for the delivery of the Ethernet Service remains the property of Us, Our suppliers or Our/their subcontractors. You are responsible for the equipment and shall be liable to Us, Our suppliers or Our/their subcontractors for any loss or damage to it save where loss or damage is caused by fair wear and tear, is caused by Us, Our suppliers, or Our/their sub-contractors or anyone authorised to act on their behalf. You shall take all reasonable steps to prevent any damage to the equipment and prevent anyone (except Us, Our Suppliers or Our/their subcontractors) from adding to it, modifying it or interfering with it in any way

6.43 You shall provide a suitable places, conditions, connection points and electricity supply for the equipment according to Our reasonable instructions and carry out any site preparation work reasonably requested by Us or Our suppliers.

6.44 You shall obtain all necessary third party consents required in relation to building alterations or additions, access to land or other permission required to install the equipment. When this is carried out by Our suppliers or subcontractors, You shall render all reasonable assistance required.

6.45 Any equipment connected to the Ethernet Service must be technically compatible with the Ethernet Service and connected and used in compliance with any applicable instructions, standards or laws.

6.46 You will only connect equipment to the Ethernet Service by using the customer premise equipment provided by Us.

6.47 If We or You become aware that any equipment connected to the Ethernet Service does not comply with the relevant instructions, standards or laws, You must immediately disconnect the equipment or ensure its immediate compliance.

6.48 We will not be liable for any failure to meet any service levels or any failure of the Ethernet Service or any other obligations if such failure has been found to be caused by the connection of equipment other than in compliance with clause 6.45, 6.46 or 6.47.

6.49 We and/or Our suppliers or subcontractors will conduct any required site visits during normal working hours, (between 0800 and 1700 Monday to Friday excluding UK public holidays and bank holidays). In the event that You request a site visit outside such hours, additional charges will apply.

6.50 You will provide access to the site to Us and/or Our suppliers and/or subcontractors for the purposes of site surveys, installation or otherwise as required for the provision of the Ethernet Service. You shall provide a safe working environment for the employees and authorised subcontractors of Ours and Our suppliers at the site. You shall indemnify Us and Our suppliers and subcontractors for death or personal liability claims or actions threatened or brought against Us resulting from a breach of this clause 6.50, save where such claim or action results from Gamma’s negligence or that of its employees, sub-contractors or agents acting in the course of their employment or agency.

6.51 It is Your responsibility to make good or redecorate any areas of the site affected by the installation of the Ethernet Service.

6.52 If You use the Ethernet Service in breach of the use of service provisions will immediately inform You that  if You continue to use the Ethernet Service in breach, We will immediately disconnect the Ethernet Service

6.53 If You use the Ethernet Service in breach of the use of service provisions, we may suspend the Ethernet Service in so far as it is reasonable in the circumstance, without prejudice to Our rights of termination in this clause 6 and these terms and conditions.

6.54 You shall not use Our name or Gamma’s name or Gamma’s subcontractor name or any registered or unregistered trademarks or service marks of Us, Gamma or our sub-contractors without written approval.

7. Horizon Services

Notwithstanding the clauses of these terms and conditions the following apply specifically in relation to Horizon Services. In case of conflict between the terms and conditions and this clause, this clause will prevail:

7.1 The Horizon Service is made up of 3 core components:

7.1.1 Horizon handsets and clients software provided following an order;

7.1.2 Access: being a data connection which connects equipment and ultimately Horizon handsets and clients software, for example (but not limited to) routers, desktop and laptop devices and mobile/tablet devices; and

7.1.3 Network: being the connections to the Service through Session Board Controllers (SBS).

7.2 We do not issue any IP Address to be used with this service. Access to and use of this address is controlled by internet authorities and its use is subject to any rules which they may prescribe. We reserve the right to withdraw or change this address if for any reason the address ceases to be available.

7.3 Any Horizon handsets supplied without separate charge as part of this service shall remain Our property.

7.4 In the event of loss or damage to a Horizon handset (excluding normal wear and tear), We shall be entitled to invoice You for the cost of a replacement handset.

7.5 Handsets supplied for use with the Horizon service cannot be used with any other service and We are under no obligation to adapt any handset for general use at any time.

7.6 We may elect to provide You with a portal account through which the Service can be ordered and controlled (“Portal Account”). We shall use reasonable endeavours to maintain (but do not guarantee) access to the Portal Account 24 hours in every day. We shall not be liable for any losses caused by any restriction to such Portal Account.

7.7 You acknowledge that the IP telephony support 999/112 public emergency call services and such calls will be routed to the national emergency call handling agents. However these services do not operate in the same way as PSTN fixed line 999/112 public emergency call services and connection to such services may not be possible in the event of a service outage caused by loss of Your connectivity to the internet for whatever reason. In such circumstances You should us your PSTN line to make the emergency call.

Furthermore it may on occasions not be possible for emergency services personnel to identify Your location and telephone number so this information should be stated promptly and clearly by You when making such call.

7.8 All charges due to Us for traffic routed via any IP address or for fixed line rental or one-off Charges related to the Service shall be paid in full by the due date notwithstanding that they may have arisen from unauthorised, fraudulent or illegal use and whether or not they derive from installation and access arrangements which have been authorised by Us.

7.9 We reserve the right to increase the charges for this service on 5 days written notice, in the event that any change in applicable law or regulations results in additional costs.

7.10 We shall provide You with access to the Horizon Advance Voice Services subject to acceptance of the following: 

7.10.1 The defined terms are as follows:

7.10.1.1 Agreement means this clause and any clause which amends or alters this clause;

7.10.1.2 Authorised Users means the officers, employees agents and sub-contractors, Our suppliers, Us or You as the case may be;

7.10.1.3 Customer Systems means Your computer systems, networks hardware and software;

7.10.1.4 Platform means the software platform that is provided by Gamma, and that may be made available to You;

7.10.1.5 Platform Services means those Horizon Advanced Voice Services that are supplied by You by means of the Platform;

7.10.1.6 Professional Services means any advisory, consultancy or other professional services that We agree to supply to You.

7.10.1.7 Term means the minimum terms of the Horizon Advance Voice Services.

7.11 In accordance with this clause 7 We may enable You to access the Planform during the term.

7.12 Subject to clauses 7.13 and 7.14 We may hereby grant you a non-exclusive licence to use the Platform during the term.

7.13 You acknowledge that the licence granted in clause 7.12 is subject to the following:

7.13.1 The Platform may only be used by Authorised Users; and

7.13.2 You complying at all times with the acceptable use clause set out in clause 7.17

7.14 Except to the extent mandated by applicable law, You shall not:

7.14.1 Sub-licence Your right to access and use the platform;

7.14.2 Allow any unauthorised person to access or use the platform;

7.14.3 Re-publish or re-distribute the platform; and

7.14.4 Alter or adapt or edit the platform.

17.5 You shall not have any right to access the object code or source code of the Platform either during or after the term.

7.16 All intellectual property rights in the Platform shall, as between the parties, be the exclusive property of Us or Our Suppliers.

7.17 You are contractually bound to;

7.17.1 Provide all necessary co-operation in relation to Horizon Voice Services; and

7.17.2 Provide all necessary access to such information as may be reasonably required by Our suppliers or Us, in order to supply the Horizon Advance Voice Services.

7.17.3 Ensure that You use a browser recommended by Us;

7.17.4 Ensure that Your systems are properly maintained, supported and updated;

7.14.5 Ensure that Your third party suppliers co-operate with Us (as applicable) in relation to the set-up of the account and performance of the Horizon Advanced Voice Services;

7.14.6 Ensure that You have all rights necessary to allow Us or Our suppliers to interface with the customer systems as necessary for the performance of the Horizon Advanced Voice Services;

7.14.7 Ensure that You provide such personal assistance as may be reasonably requested by Us from time to time;

7.14.8 Ensure that You are solely responsible for procuring and maintaining network connections and telecommunication links from Your systems to the Platform; and

7.14.9 Carry out all customer responsibilities in a timely and efficient manner, and in the event of delays caused by You, We reserve the right to adjust the timetable for delivery as reasonably necessary.

7.14.10 In the event that the provisions of clauses 7.12,7.14 or 7.17 are breached by You, we shall notify You of such breach and You shall have fourteen (14) days to remedy the breach. If the breach is not remedied in the fourteen (14) day period, We shall terminate the Horizon Advanced Voice Services by giving You a further fourteen (14) days’ notice.

7.18 The use of the Horizon Advance Voice Solutions Services is subject to the following Acceptable Use Policy, and accordingly You must not:

7.18.1 Use the Services in any way that causes or may cause:

7.18.1.1 Damage to Our or any of Our suppliers or subcontractors business, systems or services; or 

7.18.1.2 Impairment of the availability or accessibility of Our or any of Our suppliers systems or services.

7.18.2 Use the Services in any way that is unlawful, illegal, fraudulent, misleading or harmful;

7.18.3 Use the Services in connection with any unlawful, illegal, fraudulent, misleading or harmful purpose or activity;

7.18.4 Use the Services in any way that could reasonably be anticipated to put Us in breach of contractual or other legal obligation owed by Us to any of Our suppliers or sub-contractors;

7.18.5 Use the Services to gain unauthorised access to any computer, network or system;

7.18.6 Use the Services for or in connection with any bullying or trolling;

7.18.7 Use the Services in any way that may restrict or inhibit any other person’s use of the Services;

7.18.8 Forge header information, or email source addresses or other user information;

7.18.9 Without Our prior consent, access, monitor or use any data, systems or networks, including another persons private information, without authority or attempt to probe, scan or test the vulnerability of any data, system or network;

7.18.10 Compromise the security or integrity of any network or system including Our network or that of Our suppliers.

7.18.11 Use another person’s name, username or password or otherwise attempt to gain access to the account of any other customer; or

7.18.12 Tamper with, hinder the operation of or make unauthorised modifications to any network or system.

7.18.13 You must not use the Services to store, host, copy, process, distribute, display, publish, transmit or send works or materials that:

7.18.13.1 Are illegal or unlawful;

7.18.13.2 Will or may infringe any person’s intellectual property rights or other legal rights; or

7.18.13.3 Could give right to legal proceedings, whether against You, Us, Our supplier or subcontractor or other third party.

7.18.14 Without prejudice to 7.9.13 You must not use the Services to store, host, copy, process, distribute, display, publish, transmit or send works or materials that;

7.18.14.1 Are defamatory, slanderous, libellous or maliciously false;

7.18.14.2 Are obscene or indecent;

7.18.14.3 Infringe any copyright, moral rights, database rights, patents, trade mark rights, design rights or rights in passing off;

7.18.14.4 Infringe any rights of confidence, rights of privacy or rights under data protection legislation;

7.18.14.5 Constitute negligent advice or contain any negligent statement;

7.18.14.6 Constitute any incitement to commit a crime;

7.18.14.7 Are in contempt of any court, or in breach of any court order;

7.18.14.8 Are in breach of racial or religious hatred legislation or discrimination legislation;

7.18.14.9 Are blasphemous; or

7.18.14.10 Are in breach of official secrets legislation.

7.18.15 You must not use the Services to store, host, copy, process, distribute, display, publish, transmit or send works or materials that:

7.18.15.1 Are pornographic or sexually explicit;

7.18.15.2 Constitute spam or unsolicited marketing communications;

7.18.15.3 Are likely to cause annoyance, offence, inconvenience or anxiety to another person;

7.18.15.4 Are viruses, Trojans, worms, root kits, spyware or other harmful software programs, routines, applications or technologies;

7.18.15.5 Constitute software, programs, routines, applications or technologies that will or may negatively affect the performance of a computer or present significant security risks to a computer;

7.18.15.6 Include corrupt date; or 

7.18.15.7 Are or are part of a chain letter, Ponzi scheme, pyramid scheme, matrix program, or similar scheme or program.

7.18.16 Subject to the other terms of this clause, You may store, host, copy, process, distribute, display, publish, transmit or send encrypted works and materials using the Services. If We so request You shall promptly:

7.18.16.1 Decrypt such works and material and provide the decrypted works and material to Us and Our suppliers; and/or

7.18.16.2 Supply to Us and Our suppliers the encryption keys and any other information reasonably required to decrypt such works and materials.

7.18.17 You must not use the Services to send, store or process junk emails, unsolicited commercial emails or bulk unsolicited emails (spam).

7.18.18 If You use the Services to send marketing emails, You must:

7.18.18.1 Include a conspicuous notice identifying the message as a marketing email;

7.18.18.2 Provide a valid physical postal address in each email you send;

7.18.18.3 Include a valid email address or unsubscribe link allowing the recipient to opt out either by replying to a valid return address or by using an internet-based unsubscribe mechanism; and

7.18.18.4 Process opt-out requests promptly.

7.18.19 In connection with the sending of emails using the Services, You must not:

7.18.19.1 Include false, deceptive or misleading header information, including a false domain name or address;

7.18.19.2 Use a false, deceptive or misleading subject line;

7.18.19.3 Include sexually explicit content;

7.18.19.4 Add an address into your list without the subscriber’s permission;

7.18.19.5 Maintain an email address in your list for which an opt-out request had been received;

7.18.19.6 Harvest email addresses from websites or web services

7.18.19.7 Generate email addresses by using a dictionary attack combining letters and numbers into multiple permutations;

7.18.19.8 Use scripts or automated systems to register for multiple email or use accounts to send commercial emails;

7.18.19.9 Relay emails through a computer or network without permission;

7.18.19.10 Send emails with added works/characters in an attempt to bypass Bayesian filters;

7.18.19.11 Send, or attempt to send, spam of any kind from third-party networks using a return email address that is hosted on the network or referencing an email address hosted on the network;

7.18.19.12 Send email messages which are excessive in number or bandwith requirements and/or intended to harass or annoy others;

7.18.19.13 Continue to send email messages to a recipient that has indicated that he/she does not wish to receive them;

7.18.19.14 take any actions intended to cloak you identity or contact information, including but not limited to intentionally omitting, deleting, forging or misrepresenting message headers or return addresses; or

7.18.19.15 take any other action that results in the blacklisting of the sender’s email address or mail server, or negatively impacts other customers.

7.18.20 In the absence of positive verifiable proof to the contrary, We will consider any complaint by a recipient of emails to be conclusive evidence that the recipient did not subscribe for or otherwise request the email(s) about which the complaint was generated.

7.18.21 You must not abuse or insult Us, Our suppliers, or any of Our or Our Suppliers sub-contractors or any personnel of the above.

7.18.22 If We reasonably suspect that there has been a breach of the provisions of this policy, We may:

7.18.22.1 Delete, disable, edit or amend the relevant works or materials;

7.18.22.2 Suspend any or all Services and/or your access to any or all Services whilst investigating the suspected breach; and/or

17.18.22.3 Charge You for any costs incurred in investigating the breach and taking action under this clause 7.18.20.

17.18.23 You must not authorise, aid, abet, encourage or incite any other person to do any act prohibited by this clause.

7.19 In respect of the Access Portal;

7.19.1 It is not possible to ensure that breaking changes do not occur as evergreen browsers (Chrome, Firefox and Edge) update; and

7.19.2 Please note that the hosted portal is not guaranteed to work on all smartphone/tablet devices and operating systems. On completion of the provision service, You should perform a pre-test to ensure the service works with Your browser/smartphone/tablet device.

8. Charges and Payment 

8.1 Prices for products and services will be as indicated on the Order (subject to the addition of VAT). 

8.2 Changes to the rate of VAT will be passed on as required. 

8.3 All Call Charges shall be calculated by reference to the date recorded or logged by Us or Our suppliers. For the avoidance of doubt You will be required to pay for all calls using the System even if the Call originated with an unauthorised Act.

8.4 All payments shall be made monthly by Direct Debit unless otherwise agreed.

8.5 For digital content, You must pay for the products before You download them.

8.6 Subject to clause 8.5, for Services, we will invoice You monthly in advance until the agreement is terminated.

8.7 We reserve the right to apply backdated Charges for amounts outstanding from a previous billing period which were not previously invoiced for technical or other reasons.

8.8 If You do not make any payment to us by the due date we may charge interest to You on the overdue amount at the rate of 4% a year above the base lending rate of Barclays Bank plc from time to time. This interest shall accrue on a daily basis from the due date until the date of actual payment of the overdue amount.. You must pay us interest together with any overdue amount.

8.9 If You think an invoice is wrong please contact us promptly to let us know. You will not have to pay any interest until the dispute is resolved.

8.9.1 An invoice dispute will not be examined or considered, once a period of three (3) months has lapsed from the invoice date.

8.9.2 Once the dispute is resolved we will charge You interest on correctly invoiced sums from the original due date

8.9.3 Nothing in this clause 8.9shall override Your obligation to pay such portion of the invoice that is not subject to a bona fide dispute. 

8.10 For the avoidance of doubt all sums and Charges due to Us under these Terms and Conditions shall be paid in full by You by the due date. Any fraud, Artificial Inflation of Traffic or other improper use of the Services committed by You or by any third party shall not relieve You of your payment obligations under these Terms and Conditions.

8.11 Storage charges (if applicable) relate to peak or monthly utilisation. The storage charge will apply to each category of call recordings, announcements and voicemail and there will be a storage charge per category.

8.12 Where an inbound call is ‘answered’ by an inbound call queue/announcement/IVR a chargeable call will be generated with ‘inbound platform’ as the destination and charged according to the inbound number type. This will be generated in addition to any further call charges if the call is subsequently answered by the destination number.

8.13 We reserve the right to amend Our Prices and Charges.

9. Suspension of Services

9.1 We may (without prejudice to Our other rights) suspend the provision of the Services under these Terms and Conditions in whole or in part with immediate effect (and You will remain liable for all Charges accrued during such period of suspension) if:-

9.1.1 We are obliged to do so in order to comply with an order, instruction or request of Government, an emergency services organisation, a court of law, tribunal or other competent administrative or regulatory body, including OFCOM and Phone-paid Services Authority;

9.1.2 We need to carry out work relating to the upgrading or maintenance of the System (provided that We have given the maximum period of notice reasonably practicable in the circumstances);

9.1.3 You do not pay any sum due and owing to Us by the due date;

9.1.4 We have reason to believe a Service is being used in a manner which breaches or may breach the provisions of clauses 5.1, 5.2 or 5.3;

9.1.5 You are in breach of any of these Terms and Conditions'

9.1.6 in case of emergency.

9.2 In the event of suspension of the Services under the provisions of clauses 9.1.3, 9.1.4 or 9.1.5 above, all sums invoiced by Us and not the subject of a bona fide dispute shall become immediately payable.

 

10. Cancellation of Services with a minimum term commitment

10.1 If a Service with a minimum term commitment is cancelled by You within the minimum term commitment, then the balance of the rental which would have been paid for the remaining period from the commencement date becomes payable immediately.

10.2 If You cancel an order that has been approved for a Line or for the provision of a Line Rental Service, or for installation to a Site before its commencement date then You will be liable for any applicable cancellation charge.

10.3 If You fail to agree an installation date within 30 days from a previously postponed appointment date, We reserve the right to cancel any work at the Site, and You will be liable for cancellation costs in respect of the same.

10.4 You acknowledge that if any Service is cancelled by You, charges in connection with the same may apply.

10.5 Cancellation of, or changes to, a number porting order will incur an administration charge per occasion.

11. Termination

11.1 Without prejudice to any other rights or remedies We reserve the right to terminate the contract to which these Terms and Conditions apply as follows:

11.1.1 for any reason; or 

11.1.2 if You fail to pay all or any Charges by the due date save for those subject to a bona fide dispute;

11.2 Following termination of a contract by Us and without prejudice to any rights or remedies available to Us, You shall pay to Us on demand all arrears of Charges due up to the date of termination under these Terms and Conditions. This clause shall continue to be binding on You notwithstanding termination.

11.3 Any termination of a contract shall be without prejudice to the accrued rights of the parties on the date of such termination, and to the continuation in force of all provisions of these Terms and Conditions which expressly survive such termination.

11.4 Gamma reserves the right to transfer You from Us to another service provider in the event that the agreement between Us and Gamma is terminated due to Our breach of that agreement.

11.5 We may terminate a Line or Broadband Circuit or the provision of a Line Rental Service to any individual Site on 20 days’ written notice to You in circumstances that include but are not necessarily limited to the following: 

11.5.1 Where a Site has been demolished; or 

11.5.2 Where a new occupant at a Site does not wish to receive the Service.

12. Liability 

12.1 Nothing in these Terms and Conditions shall exclude or restrict  Your liability for (a) death or personal injury resulting from its negligence or that of its employees while acting in the course of their employment, (b) fraud or fraudulent misrepresentation, or (c) wilful misconduct.

12.2 Subject to clauses 12.1 and 12.3 Your liability for damage to the physical property of the other party, Us, or Gamma shall be limited to £2,000,000 for the duration of the contract.

12.3 Subject to clause12.1, no party shall be liable to the other party in, tort or otherwise, for any loss of revenue, business, time, opportunity, data, anticipated savings or profits or for any indirect or consequential loss howsoever arising.

12.4 Except as expressly set out in these Terms and Conditions, all conditions, warranties, terms, undertakings and obligations implied by statute, common law, custom, trade usage or otherwise are hereby wholly excluded.

12.5 Subject to clauses 12.1 and 12.3, the liability of a party in contract, tort (including negligence) or otherwise arising under or in connection with this agreement in any twelve (12) month period starting on the Commencement Date or any anniversary thereof shall be limited to the lower of either:

(a) the aggregate Charges paid or payable by You to Us in such twelve (12) month period for the affected Services, provided that such limit shall not apply to any Charges duly owed by You to Us for Services provided or committed; or

(b) £500,000.

12.6 The provisions of this clause 12 shall continue to apply notwithstanding termination of the agreement

13. Warrantes 

13.1 You shall warrant (such warranties being deemed to be repeated on each and every day during the term) that You have the unimpaired right to enter into and perform the contract which shall constitute a binding obligation on You.

13.2 You warrant (such warranty being deemed to be repeated on each and every day during the term) that You are not in breach of any contract or agreement that may exist between You and any other service provider.

14. Notices

14.1 Any demand, notice or other communication given or made by You under or in connection with these Terms and Conditions will be in writing and will be delivered by the method referred to in clause 14.2.

14.2 Any such demand, notice or other communication will be sent to the recipient at the address given in the contract, or to such other address as notified in writing from time to time, and will be deemed to have been duly given or made as follows:-

14.2.1 if sent by prepaid first class post, on the second Business Day after the date of posting; or

14.2.2 if delivered by hand upon delivery, unless such delivery occurs on a day which is not a Business Day or after 4.00pm on a Business Day, in which case it will be deemed to have been given or made at 9.00am on the next Business Day.

15. Data Protection

15.1 You shall comply at all times with Your obligations under the provisions of the Applicable Data Protection Legislation and shall not perform Your obligations under these Terms and Conditions in such a way as to cause Us to breach any of Our obligations under Applicable Data Protection Legislation.

15.2 We may collect, store and process contact Personal Data (such as name, work email address, telephone/mobile work number, and work address) from You and/or Your employees for the purposes of the performance of these Terms and Conditions.

16. General 

16.1 These Terms and Conditions represent the entire understanding between the parties and supersede any and all other written recorded and oral communications between them.

16.2 You acknowledge that:

16.2.1 You have not been induced to enter into the order by any representations, warranty or other assurance not expressly incorporated into it; and

16.2.2 in connection with these Terms and Conditions the only rights and remedies in relation to any representation, warranty or other assurance are for breach of contract and that all other rights and remedies are excluded, except in the case of fraud.

16.3 You shall not assign or otherwise deal with all or any of your rights and obligations under these Terms and Conditions without the Our prior written consent.

16.4 Nothing in these Terms and Conditions shall create a partnership or joint venture between the parties or constitute any party being the partner, agent or legal representative of the other.

16.5 Failure by Us to exercise or enforce any right conferred by these Terms and Conditions shall not be deemed to be a waiver of any such right nor operate so as to bar the exercise or enforcement thereof or of any other right on any later occasion.

16.6 In the event that any provision of these Terms and Conditions is held to be void, illegal or unenforceable the relevant provision shall be deemed not to be or never to have been or formed a part of these Terms and Conditions and the remaining provisions of these Terms and Conditions shall continue in full force and effect.

16.7 These Terms and Conditions shall be governed, construed and take effect in all respects in accordance with English and Welsh law. You and We irrevocably submit to the exclusive jurisdiction of the English and Welsh courts for the purpose of hearing and determining any dispute arising out of or in connection with this Terms and Conditions save that the You shall not object to Us seeking enforcement of any resultant judgment in any court in any territory having jurisdiction over You or your assets.

Schedule 1

Telecoms Services 

Outbound Call Service
Number Translation Services (NTS)
Line Rental Service
Broadband Service
IP Assured Service
IP Direct Connect
Ethernet Services