Terms and Conditions

1. Definitions

“Broadband Service” means the service described in the relevant Order Schedule.

“EFM” means Ethernet First Mile is a low cost leased line technology with huge cost savings over traditional fibre leased lines, bringing mission critical connectivity within the reach of small business. EFM provides symmetrical bandwidth at speeds of up to 20 Mbps with no contention.

“FTTC” means Fibre to the Cabinet Ethernet Service.

“OFCOM” means the independent regulator and competition authority for the UK communications industries.

“Primary Term” means the minimum period of thirty-six calendar months (unless otherwise stated on the contract documentation) for which a Contract for each Service will run commencing on the date indicated on the Order Schedule.

“PSTN” means a Public Switched Telephone Network.

“Service Failures” means any failure, error or defect on the provision of the Services by the Company but excludes failures, errors or defects arising from, caused by or contributed to by the Customer’s acts or omissions or third parties acting on the Customer’s behalf including other providers of communications equipment or services, computers or other equipment or services including internet services or any failure, error or defect as a result of causes beyond the Company’s reasonable control.

“Symmetrical” means the upstream and downstream speeds are the same, and uncontended means the bandwidth is not shared, so does not slow down, and remains consistent.

“The Company” means 1 Office Equipment Ltd. trading as 1 Office, Riverside Court, Mayo Avenue, Dundee, DD2 1XD.

“The Customer” means the individual, business or organisation entering into this Agreement.

“Unpaid Charges” means the sum of: (a) Charges accrued but which have not yet been invoiced; (b) Charges which have been invoiced but have not yet been paid; (c) the value added tax which is applicable to b) above plus that value added tax which would be applicable to a) above when invoiced.

2. Commencement

This Agreement commences on the date indicated on the Order Schedule (the “Contract Commencement Date”) and will continue for the Primary Term of thirty-six months, unless stated otherwise on the Order Schedule, and shall automatically roll on if none of the parties exercise their rights to terminate this Agreement.

3. Ordering

3.1 The Ethernet Services supplied to the Customer are set out in the Order Schedule. The Company shall either provisionally accept or reject the order submitted. The Company shall not be obliged to give any reason for the rejection of an order. Provisional acceptance shall be provisional on any necessary site and installation surveys as set out in clause 6 below. Provisional acceptance shall not be binding on the Company as regards any desired installation or commencement dates which shall be indicative in nature only.

3.2 The Company may, as part of its provisional acceptance of the order, impose special terms which will be advised to the Customer in writing. Any such special terms shall be deemed to be a variation of the Order. In the event that the Company imposes such special terms the Customer may cancel its order without penalty within 10 days of notification thereof by the Company.

3.3 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 the Company may levy an additional charge (“Excess Construction Charges”). The Company shall notify the Customer of any such Excess Construction Charges as set out in the Service Literature. The Customer shall either accept such Excess Construction Charges, in which case they shall be deemed to be incorporated in the Order and a revised Order will be reissued to include such charges, or reject them, in which case the order will be deemed to be cancelled. If the Customer neither accepts nor rejects the Excess Construction Charges the order will be automatically cancelled by the Company14 days after notification of such charges. 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.

3.4 Initial prices provided for the rental of IP addresses or for the installation of equipment by the Company are subject to subsequent change in the event that the prices charged to the Company by its supplier or sub-contractor are increased subsequent to the placing of the Order and before the service is activated. Any such price variation shall be restricted to the price variation actually suffered or enjoyed by the Company.

4. Service Provision

4.1 The Company reserves the right not to provide the Ethernet Service to any site and to withdraw its provisional acceptance of an order for reasons including, but not limited to:

4.1.1 The distance between a site and the point of presence of the Company or its underlying Service provider;

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

4.1.3 If the Customer does not agree to pay the Excess Construction Charges or any other Charges Reasonably levied by the Company in addition to the Charges initially generated by the pricing tool.

4.2 Upon final acceptance of the order the Company will agree the date that installation of the Ethernet Service can be completed by the Company or its underlying service provider (the “Contractual Delivery Date”). The Contractual Delivery Date may be later than agreed where the Company encounters delays (including, but not limited to, complications connected with the site survey) which could not reasonably have previously been foreseen.

4.3 On a date during the order fulfilment process which will be advised by the Company to the Customer, the Company or its nominated sub-contractor will visit the End User site to install the network terminating equipment (“NTE”). Standard installation time is 3.75 hours. In the event that installation is extended beyond such time through no fault of the Company (including, but not limited to, unreadiness on the part of the Company or its End User, difficulty in accessing the site, non-availability of the named contact, necessity of decommissioning redundant hardware or lack of availability of the required power circuits) the Company shall be entitled to charge the Customer with an additional twenty-eight per cent (%) of the original installation charge for the first additional hour or part thereof and an additional one hundred per cent(100%)in the event that the installation time extends beyond 4.75 hours. Within two working days of completion of the installation of the NTE the Service will be connected to the network and, following the successful conclusion of a series of commissioning tests performed by the Company or its nominated sub-contractor, the Service will be deemed to be ready for use and the Company shall be entitled to invoice the Customer for such Service from this date (“the Installation Date”). The “Service Commencement Date” is subject to the installation by the Customer of the required router (whether such is supplied by the Company or not) and the completion of successful testing of the final installation with the Company and may be subsequent to the date when the Service is deemed ready for use as set out above. Where the Ethernet Service is being used to provide connectivity to an IP telephony service the Service Commencement Date will be further contingent on the Customer having successfully completed all necessary work on the provision of such IP telephony service.

4.4 The Company shall be responsible for the provision of the Ethernet Service including the Broadband Backup Service where applicable up to the Service Demarcation Point, as defined in the Order Schedule.

4.5 The Company will use reasonable efforts to install the Ethernet Service by the Contractual Delivery Date. The Customer acknowledges that all timeframes are estimates only. The Company has no liability for any failure to meet the Contractual Delivery Date or to repair a fault within any given timeframe.

4.6 The FTTC Ethernet Service requires a BTWLR3 line for service delivery. The Company will not accept an order for this Service if no such line is present. An order can be placed through the Company for the requisite line. This will be subject to a separate Charge.

4.7 The PSTN directory number is required to place an order for the FTTC Ethernet Service and the line must be installed at the service point before an FTTC Ethernet order is placed.

4.8 The Broadband backup service requires a live BTWLR3 line clear of any other Broadband Services for service delivery. This line must also be located within 2 metres of the Ethernet termination point and router location.

4.9 The Broadband backup Service is selected by the Company pricing tool based on suitability. In the event that the backup Service should prove inadequate following installation, the Company will modify the backup Service to an alternative backup Service or cease the original backup Service and supply an alternative, backup Service where availability permits. The Company reserves the right to charge a reasonable price for the installation of any such alternative backup Service.

4.10 Maximum line speeds for the Broadband backup Service are constrained by the maximum line Speed WLR3 line speed subject to the availability of the same as set out in BT’s advertised coverage of exchanges in the UK.

4.11 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 the Customer opts to take delivery of these services on different days and also opts for the onsite router installation option, each visit will incur the standard call-out charge unless the Customer opts to connect the second service to the provided router. For the avoidance of doubt where the Broadband backup Service is added to an existing Ethernet primary Service and the Customer requires the onsite router installation such addition and installation will be subject to the Company’s standard charge for such work.

4.12 For a 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) the Customer has the option of cancelling the Order without penalty.

4.13 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).

4.14 FTTC Ethernet is not currently available as a backup to either Fibre Ethernet or EFM.

5. Customer Obligations

5.1. The Customer agrees and acknowledges that the use of a Service must comply with all relevant legislation, regulations, guidelines, and codes of practice and that the Company will not be liable where the Customer’s use of this Service fails to comply. The Company reserves the right to suspend or terminate a Service with immediate effect should it reasonably suspect that the Customer’s use of a Service is in breach of any applicable legislation, regulation, guidelines or codes of practice or any other reasonably suspected abuse or bad practice.

5.2. The Customer must not use any Service in an excessive, unusual or unexpected manner or for a purpose other than which it is intended.

5.3. The Customer undertakes not to resell or otherwise make available the Services and Equipment provided to the Customer by the Company under this Agreement to any other party unless authorised in writing by a Director of the Company.

5.4. The Customer agrees and acknowledges that the intellectual property rights in the Services are owned by the Company or its licensing partners. Nothing in this Agreement is intended to transfer any intellectual property rights to the Customer and the Customer agrees not to copy, redistribute, publish, modify, or revise any part of the Services without the Company’s prior written consent.

5.5. It is the Customer’s responsibility to ensure the security and proper use of all usernames and passwords. The Customer must take all necessary steps to ensure that they are kept confidential and are not disclosed to or accessed by any unauthorised persons. The Customer must further employ appropriate security devices such as virus checking software and ensure the backing-up of all data.

5.6. The Customer agrees to promptly supply the Company upon request with all information and assistance which may reasonably be required to enable the Company to perform its respective obligations hereunder or which is necessary to satisfy a demand from a law enforcement agency.

5.7. The Customer undertakes to allow access to the Company’s service personnel or the Company’s subcontractor’s personnel to the location of the equipment during the Company’s normal operating hours to carry out the Company’s obligations under this Agreement and to provide a suitable and safe working environment for the Company’s employees and authorised subcontractors at the site. Where a visit cannot be successfully completed, through no fault of the Company, there will be a charge for the aborted visit.

5.8. The Customer shall notify the Company promptly where the Customer believes it is experiencing a Service Failure providing sufficient information to enable the Company to investigate.

5.9. The Customer undertakes to keep the registration information, billing information and technical data accurate, complete, and current for the duration of this Agreement.

5.10. The Customer agrees to comply with any instructions given by the Company necessary for health, safety, or the quality of other communications services provided to the Customer.

6. Surveys and Installation

6.1 Provision of the Ethernet Service will be subject to the completion of a satisfactory site survey by the Company or its sub-contractor. In the event that a site survey reveals that the required Ethernet Service cannot be installed the Company will cancel the order without charge to the Customer.

6.2 Unless otherwise agreed in writing between the parties the Customer must agree an appointment for installation at a site within 14 days of notification by the Company of the Company’s preferred installation date. In the event that the Customer does not agree such an appointment, the appointment will be deemed to have been fixed for Company’s preferred installation date unless a revised Date is subsequently agreed.

6.3 It is the Customer’s responsibility to install a router at the site or sites where this is required and neither the Company nor its designated sub-contractor shall bear any liability for any delays in the provision of the Service due to delay in the installation of such router.

6.4 Certain technical limitations may not become apparent until after the Ethernet Service has been installed and has been working for some time. In such cases where no alternative solution can be found, the Company shall be entitled to withdraw the Ethernet Service and will issued a credit or credits to the Customer for any Charges which have already been invoiced to the Customer in relation to the Ethernet Service (save for any charges for abortive visits). For the avoidance of doubt, it should be noted that the available IP through put of a circuit will be lower than the standard port speeds advertised owing to management and encapsulation overheads. Successful conclusion of the commissioning tests performed by the Company, or its nominated subcontractor shall be prima facie evidence that such management and encapsulation overheads are within normal parameters for the type of circuit concerned and no cancellation will be permitted under the provisions of this paragraph unless expressly agreed by the Company.

6.5 Orders for the FTTC Ethernet Service will only be accepted where the predicted line speed is greater than 2Mbpsin the downstream direction. Any orders with a predicted line speed below this will be cancelled and any Charges invoiced to the Customer will be credited.

6.6 The FTTC Ethernet service offers guaranteed symmetrical bandwidth of up to 20Mbps.The Company will use all reasonable endeavours to provide a downstream bandwidth of greater speed where such is ordered but no fault report or cancellation will be accepted by the Company for any failure to achieve a downstream bandwidth greater than this speed.

6.7 The Customer acknowledges that bandwidth speeds may vary over time on an FTTC Ethernet Circuit, especially immediately after first installation due to a number of technical considerations including, but not limited to, the distance between the Customer’s site and the connection cabinet

7. Equipment

7.1. Equipment provided by the Company or by its sub-contractors for the delivery of the Ethernet Service (“the Equipment”) remains the property of the Company or its sub-contractors and the Customer shall not acquire any property in it. The Company will provide the network terminating equipment and may provide the end user premises router where such has been ordered from the Company by the Customer. In cases where the Customer supplies such router the Company does not guarantee that any such router will be compatible with and/or suitable for use with the Ethernet Service provided by the Company. The Company shall be entitled to charge for any configuration or other work performed by itself or any of its sub-contractors which is required to bring any router supplied by the Customer into a state where it is compatible with the Ethernet Service.

7.2. The Customer shall provide a suitable place, conditions, connection points and electricity supply for the Equipment according to the Company’s reasonable instructions and carry out any site preparation work reasonably required by the Company.

7.3. The Customer is responsible for the Equipment and shall be liable to the Company for any loss or damage to it save where such loss or damage is caused by fair wear and tear, is caused by the Company, its sub-contractor or anyone authorised to act on their behalf. The Customer shall take all reasonable steps to prevent any damage to the Equipment and to prevent anyone (except anyone acting on the Company’s or the Company’s sub contractor’s behalf) from adding to it, modifying it or interfering with it in anyway.

7.4. 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. Any such equipment should not cause any damage to the network, the Ethernet Service, the Equipment, any other customer’s network, or the network of any underlying service provider. If the Customer becomes aware that any equipment connected to the Ethernet Service does not comply with the relevant instructions, standards, or laws they should immediately disconnect the equipment or ensure its immediate compliance. Failure to disconnect non-compliant equipment will result in the Company disconnecting it at the Customer’s expense.

8. Charges/Payment

8.1. The basic monthly charges agreed in the Order Schedule are due in advance at the beginning of each month. With the first invoice the Customer will be charged two basic monthly charges in advance as security for payment of invoices. The advance payment will be credited to the account. Service will not be provided by the Company until such payment has been made. Upon termination of this Agreement any surplus, after deducting any cancellation charges that maybe incurred, will be refunded.

8.2. All other charges will be invoiced at the end of each month and must be paid to the Company within 30 days of receipt. Invoices shall be deemed to have been accepted if the Customer does not present a written objection, clearly identifying the disputed invoice and the reasons why it is challenged, to the Company within twenty days of the date of the invoice.

8.3. Where the Company spends time investigating fault(s) which are persistently reported by the Customer and the Company concludes that there has been no Service Failure, the Company reserves the right to charge all reasonable costs and expenses incurred in investigating the report.

8.4. The Company may in a separate invoice make backdated claims for amounts outstanding from a previous billing period which were not previously invoiced for technical or other reasons. Any backdated claims must be made within twelve months of the date that the Services were rendered.

8.5. The Customer shall pay all Charges and other sums due under this Agreement in accordance with this clause without set off, deduction or counterclaim.

8.6. Where under the Agreement a sum of money becomes payable to the Customer the Company will be entitled to deduct that sum from Charges due to the Company under this or any other Agreement.

8.7. The Company reserves the right to pass on any increase in costs for the Services provided to the Customer at any time by no less than one months’ notice must still be paid as and when they arise unless and until this Agreement is terminated.

8.8. In the event of non-payment of an invoice within the specified time frame the Company shall be entitled to charge interest at 5% above the base lending rate of the Royal Bank of Scotland plc or suspend all support until full payment of such amount and all accrued interest. If the services are suspended due to non-payment, this Agreement will still continue, and any rental charges must still be paid as and when they arise unless and until this Agreement is terminated.

8.9. The Company may change the Fees from time to time and the new Fees will take effect from the next payment date.

9. Suspension of Services

9.1. The Company may (without prejudice to its other rights) suspend the provision of the Services and the performance of its obligations under this Agreement in whole or in part with immediate effect (and the Customer will remain liable for all Charges accrued during such period of suspension) if:-

9.1.1. the Company is 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;

9.1.2. the Company needs to carry out work relating to the upgrading or maintenance of the System (provided the Company has given the Customer the maximum period of notice reasonably practicable in the circumstances;

9.1.3. the Company has reason to believe a Service is being used in a manner which breaches or may breach the provisions of clause 5.1;

9.1.4. for operational reasons or in case of emergency.

9.2. If the Company exercises its right to suspend service or part thereof pursuant to this clause it shall whenever reasonably practicable give prior notice of such suspension and its expected duration and the Company will not be liable for any loss, damage, or inconvenience suffered by the Customer.

9.3. In the event of suspension of Service under clause 12.1.1and 12.1.3 all sums invoiced by the Company become immediately payable.

9.4. Wherein its sole discretion the Company reinstates the Services following Suspension the Customer may be liable for an administration fee if suspension is due to the Customer’s default.

9.5. In the event that the Company exercises its right to suspend the Services this will not restrict the Company’s right to terminate the Agreement.

10. Breach of the Agreement

10.1. The Company may suspend any or all of the Services or terminate this Agreement immediately at any time by notifying the Customer in writing if:

10.1.1 the Customer commits a material breach of this Agreement and fails to remedy this breach within a reasonable time of being asked to do so or where that breach cannot be remedied;

10.1.2 bankruptcy or insolvency proceedings are brought against the Customer, or if a receiver or administrator is appointed over any of their assets, or they go into liquidation;

10.1.3 any licence to operate or use the Network under the Legislation is revoked or terminated for any reason;

10.1.4 the Company has reason to believe that information supplied by the Customer is false or misleading;

10.1.5 at any time the Company becomes unable to provide any Services to the Customer.

10.2. The Company reserves the right at its option to require a deposit or guarantee or such other security as may be acceptable to the Company for an amount to be determined by the Company prior to recommencement of the Services following suspension or termination in accordance with this clause. The Company shall be entitled to apply all or any of the amount of the deposit against any unpaid charges. Any deposits held by the Company will be refunded upon termination of this agreement. No interest is payable on any deposits held by the Company.

10.3. If this Agreement is terminated by the Company in accordance with this clause during the Primary Term, a cancellation charge will be levied in relation to each relevant Service calculated in accordance with the following: Each Service for which a monthly rental charge is payable – number of months remaining of Primary Term for that Service multiplied by the monthly rental; and/or

10.3.1. number of months remaining on Primary Term multiplied by the monthly Minimum Spend (or the average of the last three months call spend where there is no Minimum Spend) and/or

10.3.2. Repayment of any subsidised charges or any other contribution the Company may have made towards any other costs, and/or

10.3.3. Repayment of any discount or other benefit the Customer has received which was based on a minimum contract term commitment, and/or

10.3.4. Any applicable cease charges as may be detailed in this Agreement.

10.4. The Customer may terminate this Agreement with immediate effect if it finds the Company to be in material breach of this Agreement.

11. Termination

11.1. The Customer may terminate this Agreement by giving the Company no less than ninety days’ notice in writing provided that the minimum term (asset out in the Order) has expired. The Company may terminate the Ethernet Service or part thereof on sixty days’ written notice to the Customer provided that the minimum term (asset out in the Order) has expired.

11.2. If the Customer terminates this Agreement prior to the end of the Primary Term of this Agreement, unless the Agreement is terminated according to clause 8.4 of this Agreement, the Customer must give at least thirty days’ notice in writing and a cancellation charge will be levied calculated in accordance with the following:

11.2.1 Each Service for which a monthly rental charge is payable – number of months remaining of Primary Term for that Service multiplied by the monthly rental; and/or

11.2.2 Any Excess Construction Charges included in the Order Schedule; and/or

11.2.3 Pro-rata or full repayment of any subsidised installation or any other contribution to upfront or ongoing costs paid by the Company, and/or

11.2.4 The appropriate notice period charge for each Service, and/or

11.2.5 Repayment of any discount or other benefit the Customer may have received which was based on a minimum contract term commitment, and/or

11.2.6 Any costs the Company has already incurred in preparing to deliver the Ethernet Service.

11.3 The Company may terminate this Agreement with immediate effect by written notice if the Company or its subcontractors cease to be authorised to provide the Services under the Communications Act 2003 or is obliged to terminate this Agreement 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;

11.4 Following termination of this Agreement and without prejudice to any rights or remedies available to the Company, the Customer shall pay to the Company on demand all arrears of Charges due up to the date of termination under this Agreement or as a result of termination of this Agreement. This clause shall continue to be binding on the Customer not withstanding termination of this Agreement.

11.5 At the end of this Agreement, the Customer shall be responsible for arranging for the Services to be provided by another supplier. This clause shall survive the termination of this Agreement.

11.6 On termination of this Agreement each party will return or destroy upon request any confidential information which it has in its possession.

11.7 Should the Customer serve the required notice and fail to move the Services to a new supplier then the Customer accepts and agrees that it will remain liable for all charges at the Company’s Standard rates until such time that the Services are transferred to a new supplier.

11.8 If the Customer cancels a planned installation after 12:00p.m midday on the Business Day immediately prior to the installation date the Company shall be entitled to charge the Customer with the full amount which it would otherwise have charged for the aborted installation or, in the case of planned out of hours installations, 1.5 times its standard installation charge for planned installations after 17:30 on Business Days and Saturdays and 2 times its standard installation charge for planned installations on Sundays.

11.9 If the Customer requests a change to the End User Required Date and/or the Contractual Delivery Date (and this has been accepted by the Company) and subsequently cancels the order any cancellation charge will be calculated on the later of the revised End User Required Date or Contractual Delivery Date, as the case may be.

11.10 Any FTTC Ethernet Service will cease automatically if the underlying WLR3 Service is ceased. However, the Customer will remain liable for any recurring fixed Charges for the remainder of the fixed term of the affected FTTC Ethernet contract.

11.11 Any FTTC/ADSL service terminated after the Service has been activated will be subject to the Company’s standard termination charges.

11.12 Any Ethernet Fibre Service terminated more than a day after order validation by the Customer will incur a termination charge equal to 10% of the installation cost on a one-year contract. Ethernet Fibre Services terminated more than a day after the receipt of Excess Construction Charges by the Customer will incur a termination charge equal to 50% of the installation cost on a one-year contract, excluding any terminated due to Excess Construction Charges. Ethernet Fibre Services terminated more than five days after receipt of the Contractual Delivery Date CDD by the Customer will incur a termination charge equal to 100% of the installation cost on a one-year contract, excluding any terminated due to Excess Construction Charges.

12. Indemnity

12.1 The Customer shall indemnify the Company against any claims that any third party threatens or makes against the Company because the Services are faulty or cannot be used by them.

12.2 The Customer shall indemnify the Company against any costs, including legal costs, claims, damages and expenses incurred by the Company arising from or in any way connected with the Customer’s negligence or failure to comply with its legal obligations.

13. Liability

13.1 Except in the case of death or personal injury caused by the Company’s negligence or in any other circumstances in which the Company’s liability may not be limited by law, the Company has no liability (howsoever caused including (without limitation) by negligence) for any loss of business, profits, revenue or savings the Customer expected to make, wasted expense, financial loss, data being lost or damaged, lack of availability of IT and/or communications systems not provided by the Company, damage to reputation or for any liability for any loss that is not reasonably foreseeable or for any indirect or consequential loss.

13.2 If the Company is unable to carry out its obligations under this Agreement because of something beyond its reasonable control such as, without limitation, lightning, flood, or exceptionally severe weather, fire or explosion, civil disorder, war, or military operations, national or local emergency, anything done by government or other competent authority, acts or omissions of other communications suppliers or network operators, or industrial disputes of any kind,(including those involving the Company’s employees or suppliers), the Company will not be liable for any loss or damage.

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

14. Assignation

The Customer cannot assign or transfer (in whole or in part) this Agreement or the benefit of or the rights under this Agreement to anyone else. The Company has the right to assignor transfer (in whole or in part) this Agreement to any Associated Company.

15. Confidentiality

Neither party will disclose to any third party without the prior written consent of the other party any confidential information which is received from the other party as a result of this Agreement. Both parties agree that any confidential information received from the other party will only be used for the purposes of providing or receiving Services under this Agreement. These restrictions will not apply to any information which (i) is or becomes generally available to the public, (ii) is acquired from a third party who owes no obligation of confidence in respect of the information or (iii) is or has been independently developed by the recipient. Each party shall be entitled to divulge the other’s confidential information to respective employees, agents, directors, officers, authorised sub-contractors, auditors, and professional advisors who have the need to know the same in connection with this Agreement, provided that the receiving party shall ensure that such persons are aware of, and shall procure that such persons comply with, these obligations as to confidentiality.

16. Use and Disclosure of Personal Information

The Company collects information about the Customer upon purchase or use of any of its Services. The information collected may be information such as the Customer’s name, private/business email or postal address, telephone or mobile number, date of birth, financial or credit card information to help the Company identify the Customer and to provide a service. If the Customer contacts the Company to report any problems the Company will keep a record of that correspondence. The Company will automatically collect information on the use of services, such as the amount of time spent online, the destination and length of calls made for billing purposes.

17. Non-Solicitation

During the term of this Agreement and for a period of six months following the expiry or termination of this Agreement, the Customer shall not (without the prior written consent of the other) directly or indirectly solicit, attempt to solicit, or employ or engage the services of any individual employee or contractor of the Company.

18. Entire Agreement

18.1 This Agreement (including these Conditions, the documents referred to in them, the Order Schedules and any conditions relating to specific Services) constitutes the entire agreement between the Customer and the Company and supersedes any and all other written, recorded and oral communications between the parties.

18.2 This Agreement shall not be varied other than in writing, signed by the duly authorised representatives of the Company and the Customer except where the Company has the right under this Agreement to make variations subject to written notice and/or where the Company is required to make such variation 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.

19. Severability

If any of these Conditions or any term or condition of this Agreement is deemed invalid, void, or for any reason unenforceable, that term or condition will be deemed severable and will not affect the validity and enforceability of any remaining term or condition.

20. Third Party Rights

A person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act1999 to enforce any term of this Agreement.

21. Governance

This Agreement shall be governed by the laws of Scotland. In the event of a dispute between the parties arising under this Agreement the courts of Scotland shall have exclusive jurisdiction to hear and decide any suit, action, or proceedings.

21.1 Except in the case of death or personal injury caused by the Company’s negligence or in any other circumstances in which the Company’s liability may not be limited by law, the Company has no liability (howsoever caused including (without limitation) by negligence)for any loss of business, profits, revenue or savings the Customer expected to make, wasted expense, financial loss, data being lost or damaged, lack of availability of IT and/or communications systems not provided by the Company, damage to reputation or for any liability for any loss that is not reasonably foreseeable or for any indirect or consequential loss.

21.2 If the Company is unable to carry out its obligations under this Agreement because of something beyond its reasonable control such as, without limitation, lightning, flood, or exceptionally severe weather, fire or explosion, civil disorder, war, or military operations, national or local emergency, anything done by government or other competent authority, acts or omissions of other communications suppliers or network operators, or industrial disputes of any kind, (including those involving the Company’s employees or suppliers),the Company will not be liable for any loss or damage.

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

22. Assignation

23. Confidentiality

Neither party will disclose to any third party without the prior written consent of the other party any confidential information which is received from the other party as a result of this Agreement. Both parties agree that any confidential information received from the other party will only be used for the purposes of providing or receiving Services under this Agreement. These restrictions will not apply to any information which (i) is or becomes generally available to the public, (ii) is acquired from a third party who owes no obligation of confidence in respect of the information or (iii) is or has been independently developed by the recipient. Each party shall be entitled to divulge the other’s confidential information to respective employees, agents, directors, officers, authorised sub-contractors, auditors and professional advisors who have the need to know the same in connection with this Agreement, provided that the receiving party shall ensure that such persons are aware of, and shall procure that such persons comply with, these obligations as to confidentiality.

24. Use and Disclosure of Personal Information

25. Non-Solicitation

26. Entire Agreement

26.1 This Agreement (including these Conditions, the documents referred to in them, the Order Schedules and any conditions relating to specific Services) constitutes the entire agreement between the Customer and the Company and supersedes any and all other written, recorded and oral communications between the parties.

26.2 This Agreement shall not be varied other than in writing, signed by the duly authorised representatives of the Company and the Customer except where the Company has the right under this Agreement to make variations subject to written notice and/or where the Company is required to make such variation 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.

27. Severability

28. Third Party Rights

A person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.

29. Governance

Terms and Conditions

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