Network Services Terms & Conditions

NETWORK SERVICES (including Hosted services)

1. DEFINITIONS

In these terms and conditions, these words shall mean:

1.1 ‘Act’ – the Telecommunications Act 1984 as amended or modified from time to time;

1.2 ‘Agreement’ – the record of what you and we have agreed including these terms and conditions and the Tariff Sheet;

1.3 ‘Call charges’ – the charges for calls made on the Network logged by us and only by us calculated in accordance with the relevant Tariff Sheet in force

1.4 ‘Charges’ – any sums owed by you to us under this Agreement;

1.5 ‘Connection Charge’ – the charge set out overleaf in Section 5 for the connection of each piece of equipment and/or Exchange Line to the Network or connecting You to the Network;

1.6 ‘Connection Point’ – any piece of equipment we fix or arrange to be fixed or is used by us at Your Premises to connect you to the Network and provide the Service;

1.7 ‘Consequential Loss’ – pure economic loss, loss of profit, loss of business and like loss, whether direct or indirect;

1.8 ‘Exchange Lines’ – any apparatus or equipment We use or arrange to use to connect Your Premises to a telephone exchange to provide You with the

Service;

1.9 ‘Fixed Charges’ – any Charges which are shown in Section 5 overleaf as fixed for the Minimum Period;

1.10 ‘Minimum Monthly Spend’ – the minimum you are required to spend on calls per month as set out in Section 5 overleaf;

1.11 ‘Length of Contract’ – This agreement will be for a minimum period of thirty six months “the minimum period” from the start date of our service (unless otherwise specified) and will be automatically renewed for further rolling periods of thirty six months (subject to clause 9.3.3). If we discount or waive any line installation charges then the agreement for calls will be for a minimum of 60 months rather than 36 months commencing on the start date of your service.

1.12 ‘Monthly Rental Charges’ – the monthly charge for rental of Our Equipment as set out in Section 5;

1.13 ‘Network’ – any telecommunications network which we may use in order to provide you with the Service;

1.14 ‘Our Equipment’ – any equipment which is owned or supplied by us in order to provide you with the Service (this may include Exchange Lines, Connection Points, IP Terminals, Switches and Routers);

1.15 ‘Our Licence’ – the Licence granted to us under the Act which allows us to provide the Service;

1.16 ‘Premises’ – the Trading Address specified in your Order at which the Service will be provided;

1.17 ‘Tariffs’ – the charges for calls made on the Network and as set out in Our

Tariff Sheet as varied by us from time to time;

1.18 ‘Tariff Sheet’ – Our list of Tariffs and other charges applicable from time to time and which is available on request;

1.19 ‘Service’ – the telecommunications services which we agree to provide you under this Agreement and which are described in our service literature;

1.20 ‘We’ Us’ ‘Our’ – Future Voice and Data Limited, 3120 Park Square, Birmingham Business Park, Solihull, B37 7YN.

1.21 ‘you’ Your’ – the person or company named as the Customer overleaf and any other person who we believe is acting with your authority;

1.22 ‘Your Equipment’ – any equipment owned by you and Used in connection with the Service;

1.23 Local and national calls are numbers beginning with 01 and 02 only and do not include nongeographic number (0845, 0870 etc.) premium rate numbers (09xx) and internet access numbers. Mobile calls are calls to 02, Vodafone, T-Mobile or Orange. Calls to other network operators, unless specified otherwise in the Order Form

1.24 Authority – deviations of these terms can only be agreed by a director and must be done so in writing

2. CONNECTION AND SUPPLY OF SERVICES

2.1 We cannot guarantee that the Service will be ready by any particular date and you accept that we shall not be liable to you for any failure to provide you with the Service by any estimated date of connection. A verbal conversation with anybody other than provisioning is not confirmation of a service delivery date.

2.2 We will use our reasonable endeavours to provide you with the quality and coverage of Service that we are able to provide to our customers generally.

2.3 You understand that no service can be fault free all of the time and may be affected by things outside our control such as faults in other telecommunications networks.

2.4 We may have to temporarily suspend all or part of the Service for operational reasons or in the event of an emergency or for your security or if repairs to/and maintenance of the Network is required. We will try to give you notice of any such suspension. We will refund to You on a pro-rata basis such proportion of the Monthly Rental Charges You have already paid in respect of any period during which We have suspended the Service for this reason.

2.5 We may refuse to connect you to the Network if any of the information you have provided to us is inaccurate or misleading.

2.6 We will connect you to the Network if you meet our financial and other requirements. If you do not we may refuse to connect you to the Network and we will write to you to inform you of this. In this event this Agreement will automatically terminate. We will connect you to the network by either supply and installation of our equipment or reprogramming your equipment.

2.7 If we have to alter the Service as a result of regulatory or technical changes, you will be responsible for any changes needed to Your Equipment;

2.8 You are responsible for the termination of your existing contract for equivalent services with your current provider and to provide us with such information as we reasonably requires and to allow access to the site at which the service is to be provided.

2.9 You are responsible for removing any equipment not required for or incompatible with the service and returning it to its owner.

2.10 You will ensure that your equipment meets all legal and regulatory requirements and is approved for connection to the network. You must disconnect any non-compliant equipment immediately or allow us to do so at your expense.

2.11 We may replace Our Equipment or alter any telephone number or any other code or number allocated by us in connection with the Service.

2.12 You shall provide us free of charge with all information, assistance or facilities which we may reasonably require to enable us to supply the Service and fulfil our obligations under this Agreement.

2.13 In order that we can provide the Service You must prepare Your Premises in accordance with our instructions and must provide a mains electricity supply. All such preparation work and any reinstatement work at Your Premises after we have completed any work we have to do to provide Service will be your responsibility and will be at your own cost.

2.14 Prior to providing you with Service We may have to obtain the consent or approval of a third party. You will have to obtain any consent referred to in clause 4.2. Our ability to provide you with the Service will be dependent upon all such consents and approvals being properly in place.

2.15 We may have to re-programme at your cost Our Equipment or Your Equipment before we can provide you with Service and connect you to the Network. We may charge you for all costs we incur in this respect.

2.16 You will be responsible for any engineering reprogramming costs or equipment removal costs that may be required to terminate the service of any previous supplier.

2.17 We will install any necessary Connection Points, Exchange Lines and other Ancillary equipment in order to connect Our Equipment to the Network.

2.18 You acknowledge that certain services are incompatible with the calls and line service available from British Telecommunications Plc (BT) and such incompatible services are excluded from our services. You also acknowledge that some technical limitations within the network used to provide the services may not become apparent until the service has been operating for some time and if that occurs the service may need to be temporarily withdrawn in which case you will receive a pro rata rebate of the relevant charges paid by you in advance of the withdrawal.

2.19 If we have an appropriate agreement with your existing service provider, we can provide, at your request, a telephone line using your existing number as long as

(i) there are no technical reasons preventing the use of that number

(ii) the existing service provider agrees to release the number

(iii) you authorise us to cancel on your behalf the service on the existing line using that telephone number

(iv) you provide sufficient information including (but not limited to) the account name, account number, service address and billing address

(v) you pay our charges for number portability, and number portability is available at the site.

2.20 Upon delivery you shall make available to us (or our delivery agent) free of charge, such labour and equipment as is required to effect delivery and installation of Equipment at the Delivery Address. Upon completion of delivery, you shall be solely responsible for the removal and disposal of all packing cases and other containers in which Equipment was delivered and upon completion of installation, you shall be solely responsible for making good and cleaning the premises.

2.21 We cannot guarantee that any Data generated, stored, transmitted or used via or in connection with the Service will be complete, accurate, secure, up to date, received or delivered correctly or at all;

2.22 We do not provide a back-up of Your Data or guarantee the integrity of Your Data.

3. USE OF THE SERVICE

3.1 You must not use the Service:

3.1.1 for sending any messages or communications which are immoral, indecent, offensive, obscene, defamatory menacing or for any malicious purpose;

3.1.2 fraudulently, or for any illegal or unlawful purpose;

3.1.3 to harass, annoy, inconvenience or cause needless anxiety to any person and You must not encourage, request or permit anyone else to use the Service in this way.

3.2 You must use the Service in accordance with:

3.2.1 all reasonable instructions we may give you from time to time;

3.2.2 the relevant provisions of the Act, any other relevant law, code of practice or regulation;

3.2.3 any direction of the Director General of Telecommunications or other competent authority and any licence which governs the running of your own telecommunications system.

3.4 Not to allow an alternative supplier to override or bypass our service either through the installation of equipment or through the BT™ local exchange.

3.5 You shall not acquire any rights in relation to any telephone number(s) or any other code or number allocated by us in connection with the Service.

3.6 For the avoidance of doubt property and ownership of Our Equipment shall not pass to you at any time.

3.7 You shall ensure that any of Your Equipment used in connection with the

Service is in good working order and conforms to the relevant standard or approval for the time being designated under the Act and is suitable for connection to the Network.

3.8 We do not have to connect or keep connected any of Your Equipment which, in Our reasonable opinion, is liable to cause death or personal injury to any person, damage to Our Equipment or is likely to impair the quality of the service We offer to You or any other person.

3.9 You shall not move, modify, relocate or otherwise interfere with any of Our Equipment which is installed on Your Premises and shall not allow Our Equipment to be repaired, serviced or maintained by anyone other than our authorised representative.

3.10 You agree to take reasonable care of Our Equipment and agree to be responsible for any loss or damage occurring to Our Equipment after We install it at Your premises. You are advised to take out appropriate insurance.

3.11 You will not sell, assign, mortgage, charge, under let or part with possession of our Equipment or any interest you may have in it and you will not permit anyone else to do so.

3.12 Your Equipment may only be connected to the Network if we give prior written consent and by means of a Connection Point provided by us. You shall not connect any equipment to the Network directly or indirectly, nor permit any other person to do so.

3.13 You may request the relocation of any Connection Point within Your Premises or the installation of additional Exchange Lines at Your Premises with Our consent which we may give or withhold in our absolute discretion. You shall pay us any relevant additional Charges and any other costs or expenses we incur at our usual rates in force from time to time.

3.14 You agree to indemnify us against all costs (including the costs of enforcement) expenses, liabilities (including any tax liability), injuries, losses, damages (including damage to or loss or theft of Our Equipment) claims, demands or legal costs (on a full indemnity basis) and judgements which we suffer or incur from or in any way connected with any use of the Service in breach of this Agreement or in connection with the misuse of Our Equipment or Your Equipment by You.

3.15 When you notify us of a fault in the Service We will endeavour to make arrangements to correct that fault.

3.16 We will carry out work by appointment during normal working hours which are 9.00 am to 5.00 pm Mondays to Fridays excluding Bank or other Public Holidays. If you want us to carry out work outside these hours you will be responsible for our charges in accordance with our usual rates in force from time to time.

3.17 We may charge you for any costs we incur in carrying out any maintenance or repair work which we consider unnecessary or where we do not find any fault in the Service.

3.18 You acknowledge that we may co-operate with the police and any other relevant authorities in connection with any misuse or suspected misuse of the Service or other telecommunications services and you consent to us co-operating with any other telecommunications operators for this reason. Where this is reasonably necessary, you agree that we can divulge your name, address and account information to such third parties.

3.19 If you Order a Hosted Service, You confirm that You understand that the Service:

3.19.1 may not offer all of the features You may expect from a ‘traditional’ fixed-line telephony service;

3.19.2 may sometime be unavailable as a result of matters over which we have no control, including without limitation, failure of Your broadband connection or internet service provider, or power disruptions. The Service may also not be available due to suspension of the Service by us in accordance with the Agreement. You confirm that in such circumstances, parts or ALL of the functions of the Service may be unavailable, including access to emergency call services;

3.19.3 will connect You to public emergency services but may not provide Your telephone number(s) and location details to the operator if You make a public emergency services call, dependent on the type of service deployed;

3.19.4 may not offer You the ability to transfer (port) Your existing number to an alternative service if Your service ends, dependent on the type of service deployed.

3.20 By agreeing to receive the Service You also confirm that it shall be Your sole responsibility to make available to users of the Service alternative means of accessing emergency calls services in circumstances where these are unavailable through the Service, and to inform or otherwise make aware users of the Service purchased by You (whether they gain access to the Service with Your permission or not) of the possible limitations of the Service set out above.

3.21 Wholesale Line Rental (WLR)

On the WLR Service, we will bill you for line rental of your BT™ line and BT Openreach™ will continue to maintain your line and fix any faults that may occur. You acknowledge that in order to avoid delays occurring in the ordering process, we will need to be notified by BT™ of any products or services presently in use on your line that are incompatible with the WLR service. BT™ is under a strict duty not to disclose information about a customer’s telephone services to a third party unless the customer has consented to such disclosure. In signing this agreement you give consent to BT™ to disclose such information. You also give us authority to act as your agent to arrange connection onto our services. If we are unable to take over the billing of your line rental, for whatever reason, you hereby authorise us to carry your phone calls only through carrier pre-selection.

3.22 Carrier Pre-Selection (CPS)

CPS is the routing of your phone calls through a carrier other than BT™. Your phone line(s) are still maintained by BT™ engineers but the calls are carried on another network. We may select and at any time change any carrier or other service provider for the purposes of providing the CPS service. In signing the Agreement you irrevocably authorise us to give all notices, nominations and other authorisations necessary for us to provide the CPS service.

3.23 Repairs to Service

3.23.1 BT Openreach™ will continue to maintain your line and will continue to fix any faults that may occur. We will use our best endeavours to correct any defect or fault in the services provided to you as rapidly as possible. The Customer Service and Fault Notification is 0800 970 2999 and is free to call.

3.23.2 In relation to the Line Rental Service, if BT Openreach™ charges us for repairs and an engineering call out charge, which will occur if the fault is found to be a fault in or is due to damage to the customers’ equipment, we reserve the right to pass on those charges to you together with its own administration charge of £25 per call out.

3.23.3 You should report any fault to our customer services department, where it will be dealt with in accordance with our fault repair service. We may ask that you have your equipment checked by your own maintainer. If we agree to fix a fault that is not our responsibility, or if no fault is found, we may charge you for work carried out by us, at our applicable engineer’s rates.

3.24.1 As part of our cloud voice package we may offer customers free rental of VoIP phones. This is purely offered on a rental basis and must be returned at the end of the contracted period.

3.24.2 Handsets returned damaged or broken (outside of normal ware and tare) will be charged for.

3.24.3 A basic level of support is offered inclusive with our cloud voice packages with inclusive VoIP phones. Enhanced service packages are offered for a monthly premium.

4. ACCESS TO PREMISES

4.1 You agree to give us unrestricted access to Your Premises in order that we can connect you to the Network or for the purposes of inspecting, maintaining or removing Our Equipment or otherwise as necessary to fulfil our obligations under this Agreement.

4.2 You will be responsible for obtaining any necessary consents to allow us access to Your Premises.

4.3 We will always try to give you at least 7 days notice if we need to gain access to Your Premises but there may be circumstances where we cannot give you reasonable notice.

4.4 We cannot be held responsible for any failure to comply with our obligations under this Agreement resulting from our inability to gain access to Your Premises.

5. THE CHARGES

5.1 You will pay us, in addition to any other charges due under this Agreement:

5.1.1 the Connection Charge(s);

5.1.2 the Monthly Rental Charges; and

5.1.3 Call Charges calculated in accordance with the Tariff Sheet.

5.2 If the amount of Call Charges in any month is below the agreed Minimum Monthly Spend, You will pay us in addition to the Call Charges, an amount

equal to the difference between the Minimum Monthly Spend where applicable and the Call Charges for that month.

5.3 We may change any charges at any time without notice to you. Details of our Charges are shown on the Tariff Sheets which are available on request.

5.4 All call types where prices are not specified on the Order Form will be charged at our standard tariff prices, details of which are available on request.

5.5 Other than where Charges are based solely on usage, Your liability for Charges starts from the effective date of the Agreement, whether or not the Service is used. You are liable for the Charges where the Service is used by third parties.

5.6 You are responsible for the protection of all passwords and access to your services and are liable for all charges where the service is used fraudulently or without authorised use.

5.7 With specific regards to Hosted services the following additional charges will apply:

5.7.1 Shipping of hardware for remote installation a cost equal to the quoted rate of our Nationally recognised courier.

5.7.2 Should an item that has been “Returned to Base” be found to be unserviceable due to User error, damage or excessive wear and tear an administration fee of £45 will be charged.

5.7.3 An upgrade or replacement handset incurs an additional administration fee of £15

5.7.4 Alteration to any Licence incurs an additional administration fee of £15

5.8 All charges (whether referred to in the Order Form, this Agreement or elsewhere) are subject to VAT at the prevailing rate.

5.9 In the event of a network fault incoming calls can be diverted to an alternative number, usually a users mobile. When diverting calls, UK network rules state that you the customer must pay for the diverted call. All said calls will be billed at the agreed rates of your contract.

5.10 Future Voice and Data may on occasion offer its customers upgraded services. This is generally offered via and opt in or opt out process (dependent on service type). When doing so Future Voice and Data will offer said services in writing.

5.11 Our hosted installation charges are based on the information customers provide us. If we are supplied incorrect information which results in additional engineering time required, this will be added to your bill at a rate of £50 per hour.

6. BILLING

6.1 Service Charges shall be invoiced monthly in advance from the Service Start Date;

6.2 Call Charges shall be invoiced monthly in arrears from the Service Start Date. Call Charges shall be calculated by reference to Your use of the Service as recorded by us and not by reference to Your records;

6.1 We will send you a bill each month. You agree to pay us all Charges due within 14 days of the date of our bill if paying by direct debit or seven days if paying by an alternative method agreed by us. Time shall be of the essence in respect of payment of Charges due.

6.2 Call Charges will be calculated separately in respect of each Exchange Line under this Agreement. You will receive one bill from us each month for all

Exchange Lines You have with us. (A summary of each Exchange Line can be provided upon request).

6.3 Each time your payment is late, cancelled or dishonoured without a valid reason, we will charge you the prevailing charge (excluding VAT) for Our administration costs. You agree to be responsible for all reasonable costs and expenses incurred by us and by our debt collection agents and solicitors in attempting to obtain payment from you.

6.4 If You fail to pay any Charges by the due date without valid reason We may charge You interest at the rate of 3% above Barclays Bank PLC base rate from the due date until the date We receive Your payment.

6.5 We reserve the right to charge a £5.00 administration fee for payments tendered by means other than Direct Debit.

6.6 If you want to challenge an item on your bill, you must do this within 3 months of the date of the bill.

6.7 You agree to tell us of any change in your name, address or bank details.

The bill will be sent to the Invoice Address specified in the Order form.

6.8 Any Charges payable by you under this Agreement shall be paid in full without any deduction or set-off whatsoever.

6.9 Our standard bill format does not itemise calls under 10p.

6.10 Customer requested changes to the billing format will be chargeable

7. NON PAYMENT

7.1 If you fail to pay any Charges by the due date we may temporarily suspend Service without warning. We will restore full Service when you pay all Charges including any additional charge for non-payment.

7.2 If you fail to pay for one month or more, we may completely disconnect you from the Network. Reconnection will be at our discretion and will only be considered when you have paid all Charges including the reconnection charge.

7.3 Where a direct debit is unpaid due to insufficient funds or cancellation, a £5 administration charge will be included on your next monthly bill.

7.4 A charge of up to £20 will be added to your next bill to reinstate services barred due to non-payment of an invoice.

7.5 We will charge £110 to reinstate lines ceased as result of disconnection due to non-payment.

8. SECURITY DEPOSITS

8.1 We may request a security deposit before we connect you to the Network.

8.2 We may request a security deposit before reconnecting you or any Exchange Line to the Network if we have disconnected you for non-payment.

8.3 If at any time you exceed your average monthly spending pattern for Call

Charges we may restrict the amount of calls (except emergency calls) you make each month unless you deposit with us such amount as we shall notify you. If we intend to do this we shall give you at least 7 days’ notice.

8.4 We may request a security deposit before providing you with additional Exchange Lines or other services.

8.5 If you have paid a security deposit we may retain this for all or part of the term of this Agreement.

8.6 If you have paid a security deposit, we will deduct any unpaid charges from the Deposit before returning it to you.

8.7 We reserve the right to perform a credit check with no prior notice on you, and to pass your credit history with us on to credit agencies and/or the Court.

9. TERMINATION

9.1 We can end this Agreement immediately if any of the following happens:

9.1.1 you are in breach of this Agreement and the breach is incapable of remedy;

9.1.2 you are in breach of this Agreement and, such breach being capable of remedy, do not remedy the breach within 7 days of our notice requiring you to do so;

9.1.3 you do not pay your bill on time;

9.1.4 You (being a company) satisfy the test of insolvency and are unable to pay Your debts at any time as set out in section 123 of the Insolvency Act 1986;

9.1.5 You (being an individual, person or firm) satisfy the test of insolvency and are unable to pay Your debts at any time as set out in sections 267 and 268 of the Insolvency Act 1986;

9.1.6 you cease or threaten to cease to trade;

9.1.7 you have any distraint, execution or other process levied or enforced on any of Your property;

9.1.8 we are required to end this Agreement by a competent regulatory authority or Our Licence expires or is terminated.

9.2 On termination of this Agreement for any reason you will:

9.2.1 pay us all outstanding Charges due under this Agreement;

9.2.2 co-operate with us in the removal of any of Our Equipment from Your Premises.

9.3 If this Agreement ends before the Minimum Period ends (other than as a result of force majeure or any breach of this Agreement by Us) you will pay us:

9.3.1 the Monthly Rental Charges which would have been payable if the

Agreement had not ended early;

9.3.2 in addition we may charge a disconnection fee of £199.00 for every line and service whether the agreement has reached the full minimum period or not.

9.3.3 you may terminate the Contract by giving us at anytime 90days written notice of termination by recorded delivery to our registered office prior to the renewal date. If you terminate this agreement prior to the expiry of the contracted term or of any subsequent contract period, you agree to pay a compensation charge equal to the balance of the fixed line rental due up to the expiry date of this agreement. In addition, you agree to pay a compensation charge in respect of telephone call traffic, equal to four times the value of average monthly call billing during the term of this agreement up to and including the month of termination.

9.4 On termination of this Agreement we will return the security deposit (if any) to You after deduction of any unpaid Charges.

9.5 If you cancel any Call service before it is duly terminated, you will have to pay whichever is the greater of:

(i) £99, and

(ii) an amount equal to the average of the Call charges for each of the last 3 complete months during which the Calls service was provided (but if there are less than 3 complete months then the average will be calculated on a weekly basis and the amount payable will be equal to 12 such average weeks).

This is in addition to any other charge imposed by virtue of these Terms and Conditions.

9.6 If you cancel the service before it is duly terminated as described above, you will have to continue paying the monthly service fee up until the end of the then current period of the Agreement, or £99, whichever is more. This is in addition to any other charge imposed by virtue of these Terms and Conditions.

9.7 All cancellation charges are cumulative.

9.8 Cancellation of the direct debit does not constitute notice of cancellation on termination of the contract.

9.9 Any returned equipment to us must be in full working order and a good condition. Any equipment found to be unserviceable or damaged beyond reasonable wear and tear will be subject to a charge at full Recommended Retail Price.

9.10 Services including telephone numbers cannot be released or transferred to another provider until the outstanding invoices are brought up to date in full.

9.11 Cancelation or early termination of this agreement may result in the forfeit of your deposit.

10. SUSPENSION

10.1 We can suspend provision of the Service immediately if any of the following happens:

10.1.1 we are entitled to end this Agreement for any reason;

10.1.2 we have reasonable grounds to believe that any Charges payable under this Agreement by You may not be paid;

10.1.3 you do not pay us any money which is due to us;

10.1.4 we have reasonable grounds to suspect you are using the Service or Our Equipment fraudulently or in the event of loss or theft of Your Equipment or Our Equipment.

10.2 While the Service is suspended You will still have to pay all Charges due and any other reasonable costs and expenses which We may incur as a result of such suspension and any subsequent reconnection of Service.

11. LIMITATION OF LIABILITY

11.1 Our liability to you for damage to Your Premises directly caused by our negligence is limited to £1000. Our liability to you for any other direct loss or damage caused by our negligence or by our failure to keep to the terms of this Agreement is limited to £2000. Our liability for death or personal injury caused by our negligence is not limited.

11.2 We shall in no circumstances be liable to you for any Consequential Loss.

11.3 For the avoidance of doubt we shall not be liable for any charges you incur if you divert your calls to another telecommunications operator during any period when the Service is not available.

11.4 We accept no liability for claims relating to your ability to use or continue to use a particular telephone number.

11.5 We accept no liability for any charges incurred by you should your traffic be diverted to another service provider other than when this is due to a negligent act or omission on our part.

12. CONFIDENTIALITY

12.1 Each Party (in this Clause “Receiving Party”) undertakes to the other Party (“Disclosing Party”):

12.1.1 to keep confidential the Disclosing Party’s information of a confidential nature obtained from the Disclosing Party in discussions leading to the Agreement and subsequently received pursuant to this Agreement (“in this Clause “Confidential Information”); and

12.1.2 not to disclose the Confidential Information in whole or in part to any other person without the Disclosing Party’s written consent, except to the Receiving Party’s employees, agents and sub-contractors involved in the supply or use of the Services (as the case may be) on a confidential and need-to-know basis; and

12.1.3 to use the Confidential Information solely in connection with the supply or use of the Services (as the case may be) and not for its own or the benefit of any third party.

12.2 The confidentiality obligations in Clause 12.1 will not apply if the Receiving Party is required by court, government or other regulatory body to disclose the Confidential Information, but only to the extent required by law, provided that the Receiving Party gives the Disclosing Party written notice as soon as practicable of such requirement.

12.3 The confidentiality obligations in Clause 12.1 will not extend to the Confidential Information which the Receiving Party can prove to the Disclosing Party’s reasonable satisfaction:

12.3.1 has ceased to be secret without default of the Receiving Party’s part; or

12.3.2 was already in the Receiving Party’s possession prior to disclosure by the Disclosing Party; or

12.3.3 has been received from a third party who did not acquire it in confidence.

12.4 This Clause 12 shall survive termination of the Agreement or any part of it.

13. FORCE MAJEURE

We will not be liable to you for any non-performance of our obligations under this Agreement due to acts of God, war or national emergency riots, civil commotion, fire, explosion, flood, epidemic, strikes, lock-outs (whether including our workforce or the workforce of any other party) and other industrial disputes, acts of government, highway authorities, telecommunications operators or other competent authorities or inability in obtaining supplies or services from third parties or due to any cause beyond Our reasonable control.

14. ENTIRE AGREEMENT

This Agreement contains all of the terms of the Agreement between You and Us in relation to the Service and supersedes any prior written or oral agreements, representations or understanding between you and us. You acknowledge that you have not been induced to enter into this Agreement by any other promises, terms or conditions which it does not contain. This clause does not exclude any liability for any statements made fraudulently.

15. VARIATION

We can change this Agreement at any time upon service to You of no less than 7 days notice if We are required to comply with new laws or rules or any change in Our Licence or if there is any change in Our Service.

16. WAIVER

No failure by us to exercise any right, power or remedy will operate as a waiver of it nor will any partial exercise prevent any further exercise of the same, or of some other right, power or remedy.

17. ENFORCEABILITY

If any clause or part of this Agreement is found by any court or other authority of competent jurisdiction to be illegal, invalid or unenforceable then that provision shall, to the extent required, be deemed to not form part of this Agreement without affecting any other provision of this Agreement which shall remain in full force and effect.

18. ASSIGNMENT

This Agreement is personal to you and may not be transferred to anyone else without Our agreement. We may transfer any of our rights under the Agreement to any third party.

19. NOTICES

Any notices which may be given by either you or us under this Agreement must be in writing and shall be deemed to have been duly given if addressed to the party to which it is to be given and if left at or delivered by prepaid mail or facsimile (provided that such facsimile is then confirmed by prepaid mail) as appropriate to our address and Your Address as specified in the Order.

20. APPLICABLE LAW

This Agreement is governed by English law and any disputes will be settled in the courts of the United Kingdom.

A larger text copy of these terms is available upon request