The customer's attention is drawn in particular to the provisions of clause 9.
1.                  Interpretation
1.1                Definitions. In these Conditions, the following definitions apply:

Business Day: a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business.

Conditions: the terms and conditions set out in this document as amended from time to time in accordance with clause 11.6.

Contract: the contract between the Supplier and the Customer for the sale and purchase of the Goods in accordance with these Conditions.

Customer: the person or firm who purchases the Goods from the Supplier.

Force Majeure Event: has the meaning given in clause 10.

Goods:  the goods (or any part of them) set out in the Order (including new and refurbished goods).

Order: the Customer's order for the Goods, as set out in the invoice.

Specification: any specification for the Goods as set out in the invoice.

Supplier: Comms Group (UK) Ltd (registered in England and Wales with company number 06611435).

 

1.2                Construction. In these Conditions, the following rules apply:
(a)            A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
(b)            A reference to a party includes its personal representatives, successors or permitted assigns.
(c)            A reference to a statute or statutory provision is a reference to such statute or provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted.
(d)            Any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.
(e)            A reference to writing or written includes faxes and e-mails.
2.                   Basis of contract
2.1                These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
2.2                The Order constitutes an offer by the Customer to purchase the Goods in accordance with these Conditions. The Customer is responsible for ensuring that the terms of the Order and any applicable Specification are complete and accurate.
2.3                The Order shall only be deemed to be accepted when the Supplier issues an invoice.
2.4                The Contract constitutes the entire agreement between the parties. The Customer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of the Supplier which is not set out in the Contract.
2.5                Any samples, drawings, descriptive matter, or advertising produced by the Supplier and any descriptions or illustrations contained in the Supplier's catalogues or brochures are produced for the sole purpose of giving an approximate idea of the Goods described in them. They shall not form part of the Contract or have any contractual force.
2.6                A quotation for the Goods given by the Supplier shall not constitute an offer. A quotation shall only be valid for a period of 20 Business Days from its date of issue.
3.                   Goods
3.1                The Goods are described in the Specification.
3.2                The Supplier reserves the right to amend the Specification if required by any applicable statutory or regulatory requirements.
4.                   Delivery
4.1                The Supplier shall ensure that:
(a)            each delivery of the Goods is accompanied by a delivery note which shows the date of the Order, all relevant Customer and Supplier reference numbers, the type and quantity of the Goods (including the code number of the Goods, where applicable), special storage instructions (if any) and, if the Order is being delivered by instalments, the outstanding balance of Goods remaining to be delivered; and
(b)            if the Supplier requires the Customer to return any packaging materials to the Supplier, that fact is clearly stated on the delivery note. The Customer shall make any such packaging materials available for collection at such times as the Supplier shall reasonably request. Returns of packaging materials shall be at the Supplier's expense.
4.2                The Supplier shall deliver the Goods to the location set out in the Order or such other location as the parties may agree (Delivery Location) at any time after the Supplier notifies the Customer that the Goods are ready.
4.3                Delivery of the Goods shall be completed on the Goods' arrival at the Delivery Location and signed for on behalf Customer.
4.4                Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. The Supplier shall not be liable for any delay in delivery of the Goods that is caused by a reason beyond the Suppliers control or any Force Majeure Event or the Customer's failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
4.5                If the Customer fails to take delivery of the Goods within 5 Business Days of the Supplier notifying the Customer that the Goods are ready, then, except where such failure or delay is caused by a Force Majeure Event or the Supplier's failure to comply with its obligations under the Contract:
(a)            delivery of the Goods shall be deemed to have been completed at 9.00 am on the fifth Business Day after the day on which the Supplier notified the Customer that the Goods were ready; and
(b)            the Supplier shall store the Goods until delivery takes place, and charge the Customer for all related costs and expenses (including insurance).
4.6                If 10 Business Days after the day on which the Supplier notified the Customer that the Goods were ready for delivery the Customer has not taken delivery of them, the Supplier may resell or otherwise dispose of part or all of the Goods and, after deducting reasonable storage and selling costs, account to the Customer for any excess over the price of the Goods or charge the Customer for any shortfall below the price of the Goods.
4.7                The Customer shall not be entitled to reject the Goods if the Supplier delivers less than the quantity of Goods ordered, but a pro rata adjustment shall be made to the Order invoice on receipt of notice from the Customer that the wrong quantity of Goods was delivered.
4.8                The Supplier may deliver the Goods by instalments, which shall be invoiced and paid for separately. Each instalment shall constitute a separate Contract. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.
4.9                If the Customer wishes to return the Goods or finds any discrepancy with the Goods the Customer must return the Goods in accordance with the Suppliers Warranty and Returns Procedure, which must be requested within 2 Business Days of receipt of the Goods.  Such request can be made by telephone or email to our Customer Service Department on 0844 848 8144 or email returns@commsgroup.com.
5.                   Quality
5.1                The Supplier warrants that on delivery, and in accordance with the Suppliers Warranty and Returns Procedure, the Goods shall:
(a)            conform in all material respects with the Specification;
(b)            be free from material defects in design, material and workmanship;
(c)            be of satisfactory quality (within the meaning of the Sale of Goods Act 1979); and
(d)            be fit for any purpose held out by the Supplier.
5.2                Subject to clause 5.3, if:
(a)            the Customer gives notice in writing to the Supplier during the warranty period within a reasonable time of discovery that some or all of the Goods do not comply with the warranty set out in clause 5.1;
(b)            the Supplier is given a reasonable opportunity of examining such Goods; and
(c)            the Customer (if asked to do so by the Supplier) returns such Goods to the Supplier's place of business at the Customer's cost,

the Supplier shall, at its option, repair or replace the defective Goods, or refund the price of the defective Goods in full in accordance with the Suppliers Warranty and Returns procedure.
5.3                The Supplier shall not be liable for Goods' failure to comply with the warranty set out in clause 5.1 in any of the following events:
(a)            the Customer makes any further use of such Goods after giving notice in accordance with clause 5.2;
(b)            the defect arises because the Customer failed to follow the Supplier's or manufacturer’s oral or written instructions as to the storage, commissioning, installation, use and maintenance of the Goods or (if there are none) good trade practice regarding the same;
(c)            the Customer alters or repairs such Goods without the written consent of the Supplier;
(d)            the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or
(e)            the Goods differ from the Specification as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.
5.4                Except as provided in this clause 5, the Supplier shall have no liability to the Customer in respect of the Goods' failure to comply with the warranty set out in clause 5.1.
5.5                The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.
5.6                These Conditions shall apply to any repaired, refurbished or replacement Goods supplied by the Supplier.
6.                   Title and risk
6.1                The risk in the Goods shall pass to the Customer on completion of delivery.
6.2                Title to the Goods shall not pass to the Customer until the Supplier has received payment in full (in cash or cleared funds) for:
(a)            the Goods; and
(b)            any other goods or services that the Supplier has supplied to the Customer in respect of which payment has become due.
6.3                Until title to the Goods has passed to the Customer, the Customer shall:
(a)            hold the Goods on a fiduciary basis as the Supplier's bailee;
(b)            store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as the Supplier's property;
(c)            not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
(d)            maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;
(e)            notify the Supplier immediately if it becomes subject to any of the events listed in clause 8.2; and
(f)             give the Supplier such information relating to the Goods as the Supplier may require from time to time,

but the Customer may resell or use the Goods in the ordinary course of its business.
6.4                If before title to the Goods passes to the Customer the Customer becomes subject to any of the events listed in clause 8.2, or the Supplier reasonably believes that any such event is about to happen and notifies the Customer accordingly, then, provided that the Goods have not been resold, or irrevocably incorporated into another product, and without limiting any other right or remedy the Supplier may have, the Supplier may at any time require the Customer to deliver up the Goods and, if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Goods are stored in order to recover them.
7.                   Price and payment
7.1                The price of the Goods shall be the price set out in the invoice.
7.2                The Supplier may, by giving notice to the Customer at any time before delivery, increase the price of the Goods to reflect any increase in the cost of the Goods that is due to:
(a)            any factor beyond the Supplier's control (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);
(b)            any request by the Customer to change the delivery date(s), quantities or types of Goods ordered, or the Specification; or
(c)            any delay caused by any instructions of the Customer or failure of the Customer to give the Supplier adequate or accurate information or instructions.
7.3                The price of the Goods is inclusive of the costs and charges of packaging and insurance.  The cost of transportation of the Goods shall be invoiced to the Customer.
7.4                The price of the Goods is exclusive of amounts in respect of value added tax (VAT). The Customer shall, on receipt of a valid VAT invoice from the Supplier, pay to the Supplier such additional amounts in respect of VAT as are chargeable on the supply of the Goods (unless exempt).
7.5                The Supplier may invoice the Customer for the Goods on or at any time.
7.6                The Customer shall pay the invoice in full and in cleared funds prior to delivery or in accordance with the credit terms agreed. Time of payment is of the essence.
7.7                If the Customer fails to make any payment due to the Supplier under the Contract by the due date for payment (due date), then the Customer shall pay interest on the overdue amount at the rate of 8% per annum above Barclay's base rate from time to time. Such interest shall accrue on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgment. The Customer shall pay the interest together with the overdue amount.
7.8                The Customer shall pay all amounts due under the Contract in full without any deduction or withholding except as required by law and the Customer shall not be entitled to assert any credit, set-off or counterclaim against the Supplier in order to justify withholding payment of any such amount in whole or in part. The Supplier may at any time, without limiting any other rights or remedies it may have, set off any amount owing to it by the Customer against any amount payable by the Supplier to the Customer.
8.                   Customer's insolvency or incapacity
8.1                If the Customer becomes subject to any of the events listed in clause 8.2, or the Supplier reasonably believes that the Customer is about to become subject to any of them and notifies the Customer accordingly, then, without limiting any other right or remedy available to the Supplier, the Supplier may cancel or suspend all further deliveries under the Contract or under any other contract between the Customer and the Supplier without incurring any liability to the Customer, and all outstanding sums in respect of Goods delivered to the Customer shall become immediately due.
8.2                For the purposes of clause 8.1, the relevant events are:
(a)            the Customer suspends, or threatens to suspend, payment of its debts, or is unable to pay its debts as they fall due or admits inability to pay its debts, or (being a company) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986, or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986, or (being a partnership) has any partner to whom any of the foregoing apply;
(b)            the Customer commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors;
(c)            (being a company) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the Customer, other than for the sole purpose of a scheme for a solvent amalgamation of the Customer with one or more other companies or the solvent reconstruction of the Customer;
(d)            (being an individual) the Customer is the subject of a bankruptcy petition or order;
(e)            a creditor or encumbrancer of the Customer attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days;
(f)             (being a company) an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the Customer;  
(g)            (being a company) a floating charge holder over the Customer's assets has become entitled to appoint or has appointed an administrative receiver;
(h)            a person becomes entitled to appoint a receiver over the Customer's assets or a receiver is appointed over the Customer's assets;
(i)              any event occurs, or proceeding is taken, with respect to the Customer in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 8.2(a)to clause 8.2(h) (inclusive);
(j)             the Customer suspends, threatens to suspends, ceases or threatens to cease to carry on all or substantially the whole of its business;
(k)            the Customer's financial position deteriorates to such an extent that in the Supplier's opinion the Customer's capability to adequately fulfil its obligations under the Contract has been placed in jeopardy; and
(l)              (being an individual) the Customer dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his or her own affairs or becomes a patient under any mental health legislation.
8.3                Termination of the Contract, however arising, shall not affect any of the parties' rights and remedies that have accrued as at termination. Clauses which expressly or by implication survive termination of the Contract shall continue in full force and effect.
9.                   Limitation of liability
9.1                Nothing in these Conditions shall limit or exclude the Supplier's liability for:
(a)            death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable);
(b)            fraud or fraudulent misrepresentation;
(c)            breach of the terms implied by section 12 of the Sale of Goods Act 1979;
(d)            defective products under the Consumer Protection Act 1987;
9.2                Subject to clause 9.1:
(a)            the Supplier shall under no circumstances whatever be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract; and
(b)            the Supplier's total liability to the Customer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the price of the Goods.
10.                Force majeure

Neither party shall be liable for any failure or delay in performing its obligations under the Contract to the extent that such failure or delay is caused by a Force Majeure Event. A Force Majeure Event means any event beyond a party's reasonable control, which by its nature could not have been foreseen, or, if it could have been foreseen, was unavoidable, including strikes, lock-outs or other industrial disputes (whether involving its own workforce or a third party's), failure of energy sources or transport network, acts of God, war, terrorism, riot, civil commotion, interference by civil or military authorities, national or international calamity, armed conflict, malicious damage, breakdown of plant or machinery, nuclear, chemical or biological contamination, sonic boom, explosions, collapse of building structures, fires, floods, storms, earthquakes, loss at sea, epidemics or similar events, natural disasters or extreme adverse weather conditions, or default of suppliers or subcontractors.
11.                General
11.1            Assignment and subcontracting.
(a)            The Supplier may at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract.
(b)            The Customer may not assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract without the prior written consent of the Supplier.
11.2            Notices.
(a)            Any notice or other communication given to a party under or in connection with the Contract shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, sent by pre-paid first class post, recorded delivery, commercial courier, fax or e-mail.
(b)            A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause 11.2(a); if sent by pre-paid first class post or recorded delivery, at 9.00 am on the second Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed; or, if sent by fax or e-mail, one Business Day after transmission.
(c)            The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
11.3            Severance.
(a)            If any court or competent authority finds that any provision of the Contract (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of the Contract shall not be affected.
(b)            If any invalid, unenforceable or illegal provision of the Contract would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.
11.4            Waiver.
A waiver of any right or remedy under the Contract is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.
11.5            Third party rights.
A person who is not a party to the Contract shall not have any rights under or in connection with it.
11.6            Variation.
Except as set out in these Conditions, any variation to the Contract, including the introduction of any additional terms and conditions, shall only be binding when agreed in writing and signed by the Supplier.
11.7            Governing law and jurisdiction.
The Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with, English law, and the parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.

This Agreement covers the provision by Comms Group (UK) Limited to you of our Services. If you have subscribed to Comms Group Broadband or Data Services, a separate agreement will be sent to cover the specific terms for Broadband and Data. “Comms Group”, “we”, “us”, or “our” means  Comms Group (UK) Limited a company incorporated in England and Wales registered under Number 06611435 whose registered office is at Artisans House, 7 Queensbridge, Northampton NN4 7BF
Tariff - You will be charged for line rental and calls at the rates shown on your Confirmation Letter.
Payment - You shall pay our Invoices by direct debit. You will be charged an administration fee for any monthly payments tendered by other means.  If you do not pay any of our invoices you will incur an administration fee that will be included on your next monthly bill. Other Charges may apply. Our Charges are specified within your Confirmation Letter.
Contract length - The Minimum Term, is specified on the Agreement that you signed. This Agreement begins on the Effective Date and will continue in force until terminated by either of us in accordance with the Agreement.
Cancellation Fee - If you terminate the Agreement (or we terminate it because of your conduct) before the end of the Minimum Term, you will be charged a Cancellation Fee for each fixed line.  Other Charges may apply to you. Our Charges are specified within your Confirmation Letter.

TERMS FOR SERVICES

DEFINITIONS
“Agreement” means these terms and conditions together with your signed Service Order Form, Confirmation Letter and accepted by us;
"Cancellation Fee” means a, a reasonable disconnection fee per each fixed line we have to disconnect or allow to transfer to another provider. Our current cancellation fees can be found within your Confirmation Letter. Please note other charges may apply – see section 5.d
“Care Level” means our fault repair response times specified in Clause 11(e);
“Charges or Fees” mean our charges for providing you with the Services under this Agreement specified in Clause 7 below;
“Confirmation Letter” means our letter confirming acceptance of your Order which includes the Tariff, Charges and Minimum Term which will be posted or emailed to you within 10 working days of receipt of your Service Order Form;
“Effective Date” means the date specified within your Welcome Letter;
“Larger Business” means any business that it is not a Small Business;
“Material Detriment” means variations to your Agreement which are likely to be of significant detriment to you, such as an increase in our call Charges for the Services by an amount which is more than the percentage increase in the retail prices index figure (or any future equivalent) in any twelve month period;
“Minimum Term” means, where applicable, the minimum term of this Agreement agreed with you in the Order and confirmed to you in our Confirmation Letter;
“Order” means any online order, your order via our telephone application process or your signing of our Service Order Form;
“Parties” means Comms Group and you, our customer;
 “Premises” means your premises in which we provide the Services to you;
“Renewal Term” means a further commitment term which is for the same length of period as the original Minimum Term;
“Services” means the services specified in Clause 1;
“Small Business” means a business where no more than 10 individuals work (whether as employees or volunteers or otherwise);
 “Comms Group”, “we”, “us”, or “our” means Comms Group (UK) Limited a limited company incorporated in England and Wales registered under Number 06611435 whose registered office is at Artisans House, 7 Queensbridge, Northampton NN4 7BF
“Comms Group Equipment” means any equipment, including any software, owned or controlled by Comms Group and placed in your Premises to provide the Services; and
“you” and “your” or “customer” means you, our customer.

1            Our Services
a)    This Agreement covers the provision by Comms Group to you of our Services. If you have subscribed to Comms Group Broadband or Data Services, a separate agreement will be sent to cover the terms.
b)    The Services under this Agreement are for businesses. You have confirmed to us that you are a trading business.
c)    We may take instructions from a person if we have a good reason to think that he or she is acting with your permission.
d)    The Services consist of:
i.    the installation or takeover and rental of a fixed  telephone line;
ii.    the facility to make or receive phone calls including the ability to send or receive information for example, from computers using your telephone line;
iii.    any one of a range of call price plans that enable you to make discounted telephone calls;
iv.    any other facilities such as caller display that we agree to give you;
v.    one phone number for each fixed telephone line that you rent from us, will be published (with your business details) in BT business directories free of charge, and will be available on directory enquiries services, unless you tell us not to; and
vi.    any other services that we provide you under this Agreement.
vii.    access to the emergency services and provision of caller location information?
2            When the service starts
a)    For new line installations, we will agree a date with you for installation. If you cancel any appointment for the installation of your service after 12.00pm on the day before we agree to install your telephone line, you will be liable to pay a missed appointment charge as detailed within your Confirmation Letter.
b)    Time is not of the essence for the Services. We will try to provide the Services by any date agreed with you, but any suggested date is an estimate.  
c)    For line transfers, we will normally transfer the line from your current provider within ten working days. The time taken to port numbers from other networks varies and sometimes it may not be possible or reasonably practicable. If this happens we will provide you with a new number(s).  
3            How we provide the Services to you
a)    Comms Group provides services via wholesale line rental (“WLR”) and, for telephones lines with Comms Group broadband, Next Generation Networks (“NGN”). WLR means that Comms Group 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. Developments in network technology (known as Local Loop Unbundling or “LLU”) may enable us to provide fixed line with broadband service to you through Next Generation Networks. If you have previously agreed to take our WLR service we may transfer you to our LLU network, but we will still offer the same services to you as those which you received from us before the transfer. If a Next Generation Network is available to you at the time of your transfer to Comms Group we may transfer you directly to this network. In all circumstances your phone line from the exchange to your premises will continue to be maintained and repaired by BT Openreach™.
b)    You acknowledge that in order to avoid delays occurring in the ordering process, Comms Group will need to be notified by BT™ of any products or services presently in use on your line that are incompatible with the WLR or NGN service. BT™ or other network providers are under a strict duty not to disclose information about a customer’s services to a third party unless the customer has consented to such disclosure. In entering into this Agreement you give consent to BT™ or other network providers to disclose such information to Comms Group. You also give Comms Group authority to act as your agent to arrange connection onto Comms Group services. If Comms Group is unable to take over the billing of your line rental, for whatever reason, you hereby authorise us to carry your phone calls only through CPS (see below).
4            Carrier pre-selection service (“CPS”) & local loop unbundling (“LLU”)
CPS & LLU is the routing of your services through a carrier other than BT™. Your phone line(s) are still maintained by BT™ engineers but the calls and broadband service 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 or LLU service. You hereby irrevocably authorise us to give all notices, nominations and other authorisations necessary for us to provide the CPS or LLU service.
5            Term & Termination
a)    This Agreement commences on the Effective Date until terminated by you or by us in accordance with this Agreement.
b)    The Agreement has the Minimum Term agreed with you in the Order and specified in our Confirmation Letter:
i.    If you are a Smaller Business, this Agreement shall continue in force during the Minimum Term (and during     any Renewal Term you expressly agree with us) and thereafter until you terminate the Agreement in accordance with Clause 5(e)(i)
ii.    If you are a Larger Business, the Minimum Term shall rollover automatically into a new Renewal Term(s)     unless you terminate the Agreement in accordance with Clause 5(e)(ii) below.
c)    In the event that the Agreement is terminated by you (or is terminated by us in accordance with Clause 5(i) below) before the end of the Minimum Term (or, where applicable, the end of a Renewal Term) you shall:
i.    Pay our then Current Charges for such Comms Group Equipment (or, where applicable, an amount equivalent to any subsidy provided by Comms Group to you for your purchase of any Comms Group equipment); and
ii.    Pay the Cancellation Fee: and
iii.    Pay back any promotional credits or subsidies applied to your account.
d)    Termination of the Agreement after the end of the Minimum Term or a Renewal Term (where applicable):
i.    If you are a Small Business, you shall be entitled to terminate the Agreement any time after the end of the Minimum term (or after the end of a new Renewal Term that you have expressly agreed with us) by giving us at least 42 days written notice on your company letterheaded paper.
ii.    If you are a Larger Business, you shall be entitled to terminate this Agreement by giving us 42 days written notice on your company letterheaded paper before the end of the Minimum Term of the end of any Renewal Term, such notice to expire on what would otherwise be the expiry date or its anniversary.
e)    You shall be entitled to terminate the Agreement immediately without being liable to pay the amounts specified in Clause 5(d) above if:
i.    We breach a material term of this Agreement, which after your written notice to us we have not rectified within 30 days.
ii.    You give us notice to end the Agreement in accordance with Clause 18(a) below.
f)    You shall not be entitled to terminate the Agreement in accordance with Clause 5(e)(ii) above, if:
i.    a variation in the Agreement or an increase in the Charges is imposed by law or by a governmental or regulatory authority; or
ii.    We pass on price increases from third party operators to you; or
iii.    We undertake any changes in the Agreement in accordance with Clause 18(b) below.
g)    Either of us may terminate this Agreement without notice if the other stops trading or becomes insolvent or wound up.
h)    We shall be entitled to terminate this Agreement at any time, by giving you at least 42 days written notice.
i)    We shall be entitled to terminate this Agreement immediately if you breach any of your obligations under Clause 8, Clause 10, Clause 17(c) and Clause 18(c) of the Agreement.
6            Effects of Termination
a)    On termination of the Agreement:
i.    any licence granted to you by Comms Group or by its licensors shall immediately cease, you must immediately stop using the Services; and
ii.    you will Immediately pay any outstanding invoices. We will refund any money owed to you, after first deducting any amounts you owe to Comms Group under this Agreement or under any other Agreement that Comms Group has with you.
b)    The termination of this Agreement for whatever cause shall not affect any provision of this Agreement which is expressed or by implication intended to survive or operate in the event of termination of this Agreement.
7            Charges
Comms Group charges you for using the Services. You will be charged at the rates contained within your Confirmation Letter. You acknowledge and agree that:
a)    Save for manifest error, Charges are calculated from data received by us and not from your own records.
b)    Where a direct debit is unpaid due to insufficient funds or direct debit cancellation, an administration charge will be included on your next monthly bill.
c)    We will charge you a reasonable Charge for restricting outgoing calls due to your breach of your payment obligations under Clause 8.
d)    We will add a reasonable Charge to your next bill to reinstate services suspended due to your breach of your payment obligations under Clause 8.
e)    All Comms Group Charges are subject to VAT at the prevailing rate.
f)    Your invoice will normally include your line rental, fixed monthly Charges (including inclusive call price plans) which are billed one month in advance and, in arrears, any Charges for your use of our Services outside any inclusive call price plan (e.g. minutes outside your monthly allowance or for additional services) which you incurred in the last period (normally the last month). Your initial Charge may also contain a setup Charge.
g)    Comms Group will charge you in line with new installation charges to reinstate lines that have been ceased due to your breach of your payment obligations under Clause 8.
h)    Comms Group will charge you an administration Charge for payments tendered by means other than direct debit.
i)    Comms Group will charge you a reasonable disconnection fee per fixed line should we terminate the Agreement due to your breach of your payment obligations under Clause 8 below.
j)    Comms Group will charge you a reasonable Charge for bills sent by means other than E-billing.
k)    If we send an engineer to your Premises, we may charge you our then Current Charges, or pass on to you the fees of any third party providers.
l)    We will charge you our then current Charges if we provide you with any Comms Group Equipment.
m)    We may charge you a monthly maintenance Charge depending on the Care Level we agree with you.
8            Payment terms
a)    You are responsible for and must pay the Charges for the Services whether the Services are used by you or by someone else.
b)    You shall pay your invoices by monthly variable direct debit. Comms Group reserves the right to refuse any new customer not wishing to pay by direct debit.
i.    You will be notified of any problems with your payments or direct debit instruction. Arrears and/or unwillingness to maintain payment by direct debit may result in your lines being restricted and in the termination of your Agreement.
ii.    Cancellation of your direct debit does not constitute notice of termination of the Agreement by you, but we reserve the right to terminate the Agreement immediately if you cancel your direct debit for the payment of the Services and/or you chose another payment method.
iii.    You are protected at all times by the direct debit guarantee as detailed in Clause 19(a) below.
a)    If you fail to pay any sum due, within 22 days from the date of the invoice, we shall be entitled to charge interest on the amount due at the rate of four percent (4%) above the Barclays Bank Plc base rate ruling from time to time calculated from the due date until we receive your payment.
b)    Comms Group reserves the right to perform a credit check on you with no prior given notice, and to pass your credit history with Comms Group on to other credit agencies and/or County Court.
c)    Comms Group reserves the right to at any time request a deposit, paid in advance, from you should periodical credit checks reveal insufficient credit scoring or County Court Judgments against you for debts or non-payments or if unusual usage and call Charges are incurred by you. In the event that you don’t comply with our request within 30 days of notification by us, we reserve the right to terminate the Agreement and to demand full and final outstanding balance settlement with immediate effect.
d)    Comms Group may, at its sole discretion and at any time, impose a credit limit on your account or amend it. If you exceed any such credit limit we may demand immediate payment of all the Charges incurred by you up to this moment and/or suspend the Service. We will endeavour to notify you as soon as possible if any of these situations arise. You will still be responsible for all Charges incurred including those exceeding the credit limit.
e)    You agree to pay us all Charges without set-off, deduction, withholding, restriction or condition whatsoever.
f)    If you wish to dispute an invoice, you must contact our customer services within 3 months from the date of the invoice. After such period, any undisputed invoice will be deemed correct.
9            Pricing
a)    Unlimited local & national inclusive call price plans are available to businesses only and not to residential customers.
b)    The Inclusive minute allowances specified in your call price plans, will be deducted in one minute increments (with any part minutes rounded up to the nearest minute).
c)    Call Charges for calls outside of your inclusive minute allowances will then be rounded up to the nearest whole penny. In addition, a per call connection Charge will apply in accordance with clause 9(i)
d)    All unlimited call price plans are subject to our fair usage policy available at www.commsgroup.com. Currently, our fair usage policy is 1000 minutes (of which a maximum of 500 minutes may consist of calls to numbers other than UK local and national geographic numbers such us 08xx numbers, premium rate numbers, international destinations to selected destinations, which may vary from time to time, etc, but this will depend on the call price plan we agree with you).
e)    In the event that you exceed the limits included in our fair usage policy:
i.    We will charge you our then current call Charges as described in Clause 9(c) above.
ii.    We reserve the right to switch you to a more appropriate Tariff or call price plan at any time, to suspend the Services, or to terminate this Agreement with immediate effect.
f)    Local & national calls are numbers beginning 01 and 02 and 03 only and do not include non-geographic numbers (0845, 0870 etc) premium rate numbers (09xx) and Internet access numbers.
g)    Mobile call rates refer to calls to T-Mobile, Virgin, Orange, Vodafone, EE and O2 only.
h)    Inclusive international minute allowances under a calling card package will be deducted in one minute increments (with any part minutes rounded up to the nearest minute). Charges for international calls outside of your inclusive minute allowances will then be rounded up to the nearest whole penny. In addition, a per call connection Charge will apply.
i)    Connection Charges will apply to all calls except to calls which are part of an inclusive call price plan or to free-phone numbers, whereby a three pence call connection charge applies to all calls except international and mobile calls where the connection charges of seven pence and four pence apply respectively will be applied.
j)    If any part of a bundled service (e.g. phone and broadband) is cancelled, we will automatically apply to you our then current Charges for any remaining services.
10         Your Obligations
Your breach of your obligations under this Agreement may result in the suspension of the Services or in the termination the Agreement. You agree:
a)    To use the Services in accordance with this Agreement, any instructions given by us from time to time and any laws, regulations and licenses which apply to the use by you of the Services.
b)    Not to allow an alternative supplier to override or bypass our Services either through the installation of equipment or through the BTTM local exchange during the term of the Agreement.
c)    Not to use the Services in any way Comms Group considers is or is likely to be detrimental to the provision of the Services to you, or to the services we provide to any other Comms Group’s customers.
d)    To be responsible for any engineering reprogramming costs or equipment removal costs that may be required to terminate the service of your previous supplier(s).
e)    Not to use the service to transmit any material which may be abusive, offensive, obscene, indecent, menacing, defamatory or which might cause annoyance, inconvenience or needless anxiety to anyone or to commit a fraud or other criminal offence.
f)    If you are on an unlimited Tariff, you shall not exceed the Comms Group fair usage policy, stated in 9(d).
g)    If you request and Comms Group agrees to a change of all or part of the Services, or a change of the Premises where we provide the Services to you, you must complete such formalities as Comms Group shall require, giving effect to such change.  You shall pay to Comms Group its then current Charges to reflect such change of Charges or Premises change.  Comms Group may require payment prior to effecting such changes. Comms Group shall be entitled to revise the Charges you pay to reflect the changes agreed with you.
h)    You are responsible for terminating, at your own expense, any contracts you may have with your previous suppliers for services similar to our Services.
i)    You shall terminate, at your own expense, any contracts you may have with your previous suppliers for services which are not compatible with our Services.
11         Repairs to the Services
a)    We will use reasonable endeavours to provide an uninterrupted service, but you acknowledge and agree that from time to time faults may occur.
b)    We are not responsible for repairing and maintaining your landline. BT Openreach™ will continue to have responsibility for maintaining your landline and fix any faults that may occur. Furthermore, if you have broadband on the landline and we are not providing this service to you; your broadband provider is responsible for repairing faults at the exchange level. We may, at our sole discretion and where applicable, report the fault to the party responsible for the service.
c)    We will use reasonable endeavours to correct any defect or fault in our Services. Customer Service & Fault Notification: can be called on 0844 848 8144. Our faults line is available 24/7
d)    Comms Group will apply a Charge as detailed within your Confirmation Letter for and engineer to attend your Premises and a fault or failure is on your own equipment, and not in Comms Group Equipment or Services, or is caused by accidental damage. Additional time related charges and replacement equipment costs may also be added.
e)    The speed with which faults are repaired on your line depends on its agreed Care Level. As a Comms Group customer you receive Care Level 2 as standard but you can pay more to receive an improved Care Level. Care Level repair speeds are set by Openreach and may vary. The current repair times and prices of the different Care Levels are included within your Welcome Letter.
12         Suspension of the Services
We may suspend the service (without being liable to compensate you):
a)    In the event of a local or national emergency;
b)    To comply with a request from a government or other competent authority;
c)    To protect or provide service to rescue or other essential services or otherwise;
d)    To maintain the quality of our Services or to upgrade the Services;
e)    If you fail to pay any amount due to us;
f)    If an event occurs which is beyond our reasonable control;
g)    If you materially breach any part of this Agreement; or
h)    If we have good reason to suspect fraudulent activity or misuse of our Services or any other breach by you of this Agreement.
i)    If bankruptcy or insolvency proceedings are brought against you, or if you make an arrangement with your creditors or if a receiver, an administrative receiver or an administrator is appointed over any of your assets or if you go into liquidation or a corresponding event under Scottish Law.
13         Complaints
We make every effort to ensure that our customers are happy with the level of service they receive from us. However, despite our best efforts, things can go wrong. We take customer complaints very seriously and aim to resolve them quickly and efficiently. If you have a complaint about any part of our service, please contact our customer service team or refer to our complaints code of practice posted on our website. You can also request a copy from our customer service team.
14         Liability
a)    Neither of us will have to compensate the other for any detrimental event beyond the other’s reasonable control. In this Agreement, ‘beyond reasonable control’ includes any act of God, reduction or failure of power supply, other telecommunication operators and suppliers or their equipment including access lines, act or omission of national or local government authority, war, act of terrorism, military operation, riot or delay, employee dispute, or supply of equipment by third parties.
b)    Nothing in this Agreement shall exclude or restrict a Party’s liability for matters which cannot by law be excluded or restricted. Nothing in this Agreement excludes or limits your liability to pay the Charges (or any amount owed by you under this Agreement) or each Party’s liability with respect to death or personal injury resulting from the negligence of that Party, its employees, agents or subcontractors or for fraudulent misrepresentation or under the tort of deceit. However, nothing in this Clause gives a Party any right or remedy which it would not otherwise have.
c)    Subject to Clause 14(b), we shall not be liable to you, whether in contract, tort (including negligence) or otherwise, for direct or indirect loss of profits, business, production, revenue, any contract, opportunity, or anticipated savings, or wasted expenditure, loss of goodwill or injury to reputation, nor for any indirect or consequential or special loss or damage or for any destruction, corruption or loss of data, or losses arising from your use of or failure to use the computer security or backup services or software, whether any such losses could be reasonably foreseen by us or not.
d)    Subject to Clause 14(b) Comms Group its employees and its sub-contractors’ entire liability to you (including liability for negligence) in contract, tort, negligence or otherwise arising out of or in connection with this Agreement shall, for any one incident or series of related or unrelated incidents within a period of 12 months, be limited to the annual fixed service Charges paid by you to Comms Group;.
15         Allocation, number portability and Daily rate rental credit
a)    Comms Group will use reasonable endeavours to provide number portability to you, as soon as reasonably practicable and on reasonable terms, when you request so an provided that:
i.    there are no technical or physical reasons preventing the portability of the number(s) requested by you; and
ii.    you undertake to pay Comms Group’s Charges for such number portability if applicable;
b)    If you sign up to the Services and you request to transfer your number from another telephone provider, Comms Group will use reasonable endeavours to do this if reasonably practicable and provided that your existing telephone provider agrees to release the number; and
c)    If it is not reasonably practicable, Comms Group will provide you with a new number(s).
d)    Any telephone numbers allocated to you by Comms Group (if any) do not belong to you. You accept that you do not acquire any rights whatsoever in such telephone numbers and you must make no attempt to apply for registration of the same as a trademark, service mark, or domain name whether on its own or in conjunction with some other words or trading style. You are not entitled to sell or agree to transfer to a third party any telephone number allocated to you by Comms Group.
e)    Subject to clauses 14(a) and 14(b) above, we will credit you a daily-rate rental credit for each whole or part day we are late in providing the phone line service should the porting of a number fail. The daily-rate rental credit is equal to the daily charge of your rental for each day that applies rental charge for three months.
f)    You must make your claim in writing within one month of us putting things right.
16         Monitoring and recording calls and Data protection
a)    We may monitor and record calls relating to customer services and telemarketing. We do this for training purposes and to improve the quality of our services.
b)    We may contact you before, during and after the term of this Agreement in order to administer, evaluate, develop and maintain our Services.
c)    Comms Group operates in accordance with the Data Protection Act 1998 and in accordance with Comms Group ‘Privacy Policy’ available at http://www.commsgroup.com/privacy/ you are also required to comply with all data protection legislation. In addition, you must maintain all required registrations, including those reasonably requested by us to enable us to process your personal data in connection with our performance of our obligations under this Agreement.
d)    By registering for the Services you consent to us using and/or disclosing your personal information for the following purposes;
i.    processing your application (which may involve credit checking by a licensed credit reference agency who may record that a credit check has been made and disclosing certain personal and account details to a bank for the purposes of setting up a direct debit account);
ii.    providing or arranging for third parties to provide customer care/help desk facilities and billing you for the Services (which may involve disclosing your information to third parties solely for those purposes);
iii.    to maintain quality and for training purposes, we may monitor and record telephone conversations with you;
iv.    to inform you about other Comms Group products or services unless you notify our customer services in writing, signifying that you do not wish to receive this information from us;
v.    to disclose all or part of your personal data to a regulator (i.e. Ofcom, the Information Commissioner Office), a court, or to a public body to comply with any regulatory, government or legal requirement; and
vi.    to communicate information that describes the habits or usage patterns and/or demographics of the whole or a part of our customer base (including you) but which is anonymous and does not describe or reveal the identity of any particular customer to any third party.
e)    We shall be entitled to make your name, address and telephone number available to the emergency services.
17         Warranties and Representations
a)    Other than as expressly set out in this Agreement and to the greatest extent permitted by law, Comms Group makes no representations or warranties with respect to the Services, or the performance of its obligations hereunder, and expressly excludes such representations and warranties, whether implied, statutory or otherwise to the maximum extent permitted by law.
b)    In particular, but without prejudice to the generality of this Clause 17, you acknowledge and accept that:
i.    Comms Group does not warrant that the Services will be available at any particular time or continuously; and
ii.    Comms Group is not responsible for any loss of or disruption to the Services due to failure of a carrier network, broadband or data service provider.
c)    You Warrant to us that:
i.    You have the authority to enter into this Agreement; and
ii.    You will comply with any legal and regulatory requirements applicable to the Services provided under this Agreement

18         Variations
a)    We may vary the terms of this Agreement and the Charges from time to time. In the event that we make changes to this Agreement that are likely to cause a Material Detriment to you, you will be entitled to terminate this Agreement within 30 days of Comms Group notifying you of such changes. In order to ensure continuity, time will be of the essence for your notice to be received by us and if we have not received your notice within that time, you will be bound by the terms of this Agreement as varied.
b)    Subject to Clause 18(a) above, we shall be entitled to notify you of any updates and/or variations of the terms of this Agreement and our Charges, by email, through a notice in Comms Group invoices or by posting our updated Agreement at www.commsgroup.com.
c)    Unless we give you our prior consent in writing, you shall not be entitled to make any variations to this Agreement.
19         General
a)    You may not transfer, novate or assign this Agreement or any rights under it without our prior written consent. We may from time to time transfer, novate or assign any of our rights and/or obligations under this Agreement, including partial assignment, to a party who agrees to continue complying with our obligations under the Agreement. If any provision or condition of this Agreement shall be invalid or unenforceable, the remaining terms shall continue to apply. This Agreement represents the entire agreement between the Parties in relation to its subject matter and supersedes all agreements and representations made by either Party, whether oral or written. If there is any inconsistency between this Agreement and your Confirmation Letter, the Agreement shall take precedence. Any failure by either of us to enforce any right shall not be deemed a waiver of any such right. If either Party delays in acting upon a breach of this Agreement that delay will not be regarded as a waiver of that breach. If either Party waives a breach of this Agreement that waiver is limited to that particular breach. This Agreement and any disputes or claims arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) are governed by and construed in accordance with the laws of England. The Parties irrevocably agree that the courts of England have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims). The Parties do not intend that this Agreement be enforceable by any person not a Party to this Agreement including under the General Terms (Rights of Third Parties) Act 1999 with the only exception that Clause 14 above which will also be enforceable by Comms Group’s, directors, employees, agents and subcontractors. The Parties acknowledge and agree that they have not been induced to enter into this Agreement by any representation, warranty or other assurance not expressly incorporated into it. Any notices sent by you to us must be sent on company letterheaded paper by post (or fax) to our trading address, Unit 2 IO Centre, Barn Way, Lodge Farm, Northampton NN5 7UW, must quote your account number and shall not be effective until received by us. Notices sent by Comms Group to you may be sent (i) by hand, post or by recorded delivery to your billing address specified on your Order or to your registered office; or (ii) by fax to your fax number specified on your Order or as otherwise notified by you to Comms Group in writing; or (iii) by email to your email address specified on your Order or as otherwise notified to Comms Group in writing; or (iv) by posting information in our website. Notice by us to you given by hand shall be deemed given the same day. Notice by us to you given by post shall be deemed to have been received 48 hours from the date of posting. Notice by us to you given by recorded delivery shall be deemed given on the date and at the time of signature of the delivery receipt.  Notice by us to you given by fax shall be deemed given when transmitted, provided that the sender shall have received a transmission report confirming correct transmission.  Any communication from Comms Group to you by email shall be deemed to have been made on the working day on which the notice is first stored in your electronic mail-box.  
20         The Direct Debit Guarantee
a)    This guarantee is offered by all banks and building societies that take part in the direct debit scheme.
b)    The efficiency and security of the Scheme is monitored and protected by your own bank or building society.
c)    If the amounts to be paid or the payment dates change Comms Group will notify you 10 working days in advance of your account being debited or as otherwise agreed.
d)    If an error is made by Comms Group or your bank or building society, you are guaranteed a full and immediate refund from your branch of the amount paid.
e)    If you receive a refund you are not entitled to, you must pay it back immediately when Comms Group asks you to.
f)    You can cancel a direct debit at any time by writing to your bank or building Society. Please also send a copy of your letter to us as stated within Clause 19

The Supplier has supplied certain hardware products to the Customer and has agreed to provide support and maintenance for this hardware on the terms set out in this agreement.

AGREED TERMS
1.    INTERPRETATION
1.1    The definitions and rules of interpretation in this clause apply in this agreement.
Additional Services: any Emergency Maintenance and/or any Excluded Maintenance performed by the Supplier under this agreement.
Additional Services Fees: the fees payable in consideration of the provision of any Additional Services, which shall be calculated at the Additional Services Rates.
Additional Services Rates: the rates as quoted by the Supplier for the additional work required.
Business Day: a day other than a Saturday, Sunday or public holiday in England.
Charges: the Maintenance Fees and the Additional Services Fees together.
Commencement Date: the date specified in the Telecoms Maintenance & Support Agreement under heading start date.
Confidential Information: all confidential information (however recorded or preserved) disclosed by a party or its employees, officers, representatives, advisers or subcontractors involved in the provision or receipt of the Maintenance Services, who need to know the confidential information in question (Representatives) to the other party and that party's Representatives in connection with this agreement, which is either labelled as such or else which should reasonably be considered as confidential because of its nature and the manner of its disclosure.
Corrective Maintenance: means:
(a)    making any adjustments to the Maintained Equipment; and
(b)    replacing any parts or components of the Maintained Equipment, required to restore the Maintained Equipment to Good Working Order,
in accordance with clause 2.3.
Customer: you as set out in the Customer’s Company Details on the Telecoms Maintenance & Support Agreement.
Excluded Causes: means:
(a)    a defect in the manufacturer's design of the Maintained Equipment;
(b)    faulty materials or workmanship in the manufacture of the Maintained Equipment;
(c)    use of the Maintained Equipment with computer equipment or materials not supplied or approved in writing by the Supplier;
(d)    any maintenance, alteration, modification or adjustment performed by persons other than the Supplier or its employees or agents [unless approved by the Supplier in accordance with clause 5(f)];
(e)    the Customer or a third party moving the Maintained Equipment;
(f)    the use of the Maintained Equipment in breach of any of the provisions of the agreement under which the Maintained Equipment was supplied;
(g)    a failure, interruption or surge in the electrical power or its related infrastructure connected to the Maintained Equipment;
(h)    a failure or malfunction in the air conditioning or other environmental controls required for the normal operation of the Maintained Equipment, or an error or omission in the correct use of that air conditioning or other environmental controls by the Customer; or
(i)    the neglect or misuse of the Maintained Equipment.
Excluded Maintenance: any maintenance services required to restore any malfunctioning or failed Maintained Equipment to Good Working Order where the malfunction or failure results from or is caused by any of the Excluded Causes.
Emergency Maintenance: in accordance with clause 2.4 and clause 2.5.
(a)    making any adjustments to the Maintained Equipment; and
(b)    replacing any parts or components of the Maintained Equipment, required to restore the Maintained Equipment to Good Working Order,
Fix Time: the applicable fix times as set out in the Telecoms Maintenance & Support Agreement.
Good Industry Practice: in relation to any undertaking and any circumstances, the exercise of skill, diligence, prudence, foresight and judgement and the making of any expenditure that would reasonably be expected from a skilled person engaged in the same type of undertaking under the same or similar circumstances.
Good Working Order: the Maintained Equipment operates in accordance with the Operating Manuals.
Initial Period: the period of time as identified on the Telecoms Maintenance & Support Agreement under heading Duration of Support (Initial Period) commencing on the Commencement Date.
Location: the location of the Maintained Equipment at the Customer's premises as specified in the Telecoms Maintenance & Support Agreement, or any other location as may be agreed by the parties in writing from time to time.
Maintained Equipment: the equipment specified in the Telecoms Maintenance & Support Agreement.
Maintenance Services: Preventative Maintenance, Corrective Maintenance and Emergency Maintenance of the Maintained Equipment.

Normal Business Hours: 9.00 am to 5.00 pm GMT on a Business Day.
Operating Manuals: all operating manuals, specifications and other manufacturer documentation relating to the Maintained Equipment.
Preventative Maintenance: means:
(a)    testing that the Maintained Equipment is functional; and
(b)    making any adjustments as may be required to ensure the Maintained Equipment remains in Good Working Order,
in accordance with clause 2.2.
Renewal Period: each successive 12-month period after the Initial Period for which this agreement is renewed.
Response Time: the applicable response times as set out in the service choice selection or associated special terms as identified in the Telecoms Maintenance & Support Agreement.
Standard Maintenance Fees: the fees payable by the Customer for the provision of the Maintenance Services, as set out in the Telecoms Maintenance & Support Agreement, as these fees are varied from time to time in accordance with the terms of this agreement.
Supplier: Comms Group (UK) Limited incorporated and registered in England and Wales with company number 06611435 whose registered office is at Artisans House, 7 Queensbridge, Northampton, NN4 7BF
Term: the Initial Period together with all Renewal Periods.
1.2    Clause, Schedule and paragraph headings shall not affect the interpretation of this agreement.
1.3    A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
1.4    The Telecoms Maintenance & Support Agreement form part of this agreement and shall have effect as if set out in full in the body of this agreement. Any reference to this agreement includes the Telecoms Maintenance & Support Agreement.
1.5    A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
1.6    Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.
1.7    Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.
1.8    A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time.
1.9    A reference to a statute or statutory provision shall include all subordinate legislation made from time to time under that statute or statutory provision.
1.10    A reference to writing or written includes faxes but not e-mail.
1.11    References to clauses and Schedules are to the clauses and Schedules of this agreement and references to paragraphs are to paragraphs of the relevant Schedule.
1.12    Any words following the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
2.    MAINTENANCE SERVICES
2.1    During the Term, the Supplier shall provide the Customer with the Maintenance Services for the Maintained Equipment at the Location.
2.2    The Supplier shall perform Preventative Maintenance of the Maintained Equipment in accordance with Service Choice Selection and any associated Special Terms as referred to on the Telecoms Maintenance & Support Agreement.
2.3    On the Customer informing the Supplier that the Maintained Equipment is malfunctioning or has failed or is otherwise not in Good Working Order, the Supplier shall use all reasonable endeavours to perform Corrective Maintenance of the Maintained Equipment within the relevant Fix Time in accordance with Service Choice Selection and any associated Special Terms as referred to on the Telecoms Maintenance & Support Agreement.
2.4    On the Customer informing the Supplier outside of Normal Business Hours that the Maintained Equipment is malfunctioning, has failed or is not in Good Working Order, the Supplier shall use all reasonable endeavours to perform Emergency Maintenance of the Maintained Equipment within the relevant Fix Time in accordance with Service Choice Selection and any associated Special Terms as specified on the Telecoms Maintenance & Support Agreement.
2.5    Emergency Maintenance shall be charged at the Additional Services Rates for each of the Supplier's personnel reasonably required to attend the Location or provide office assistance remotely. Any additional charges shall be calculated from when the personnel arrive at the Location until they leave the Location or for time spent for remote assistance.
2.6    In performing the Maintenance Services, the Supplier shall use all reasonable endeavours to restore any malfunctioning or failed Maintained Equipment to Good Working Order while in attendance at the Location or remotely. Where this is not reasonably practicable, or not reasonably practicable within Normal Business Hours (in the case of Preventative Maintenance and Corrective Maintenance), the Supplier shall either arrange for a further visit to the Location or further remote work within Normal Business Hours to complete the repair, or remove the Maintained Equipment or part of the Maintained Equipment for repair off-site.
2.7    The Supplier shall procure that its personnel shall, while on site at the Location, comply with the Customer's reasonable health and safety and security policies provided that these policies have been brought to the attention of its personnel.
3.    REPLACEMENTS AND SPARE PARTS
3.1    In performing the Preventative Maintenance, Corrective Maintenance and the Additional Services, the Supplier shall use all reasonable endeavours to source spare parts (new or refurbished) required to restore the Maintained Equipment to Good Working Order. The Supplier shall have the right to charge the Customer for the spare parts.
3.2    All spare parts and/or replacements provided by the Supplier to the Customer shall become part of the Maintained Equipment and the property of the Customer. The Supplier will assign to the Customer, with full title guarantee and free from all third-party rights, all spare parts and/or replacements provided by the Supplier. All parts and components removed from the Maintained Equipment by the Supplier in the course of performing the Preventative Maintenance, Corrective Maintenance and/or the Additional Services shall no longer constitute part of the Maintained Equipment and will be the property of the Supplier. The Customer will assign to the Supplier, with full title guarantee and free from all third-party rights, all parts and components removed from the Maintained Equipment by the Supplier in accordance with this clause 3.2.
4.    CUSTOMER'S OBLIGATIONS
The Customer shall:
(a)    ensure that the Maintained Equipment is installed and kept in suitable premises and under suitable conditions, as specified in the Operating Manuals, permit only trained and competent personnel to use it and follow any operating instructions as the Supplier may give from time to time;
(b)    notify the Supplier promptly if the Maintained Equipment is discovered to be operating incorrectly;
(c)    at all reasonable times permit full and free access to the Location and to the Maintained Equipment to the Supplier, its employees, contractors and agents, and provide them with adequate and safe working space, and any telecommunications facilities as are reasonably required to enable the Supplier to perform the Maintenance Services and the Additional Services while at the Location;
(d)    provide the Supplier with any information that is reasonably requested in the performance of the Maintenance Services and the Additional Services;
(e)    take any steps reasonably necessary to ensure the safety of the Supplier's personnel when attending the Location;
(f)    not allow any person other than the Supplier to maintain, alter, modify or adjust the Maintained Equipment without the prior written approval of the Supplier;
(g)    not move the Maintained Equipment from the Location without the prior written approval of the Supplier (approval not to be unreasonably withheld or delayed);
(h)    store any reserve equipment only in conditions approved by the Supplier, and make this equipment available for periodic maintenance, as with all other Maintained Equipment; and
(i)    only use supplies or materials supplied or approved by the Supplier (approval not to be unreasonably withheld or delayed).
5.    EXCLUDED MAINTENANCE
5.1    The Supplier is not obliged to perform any Excluded Maintenance.
5.2    Where the Supplier is performing or has performed the Maintenance Services in circumstances where it is established that the Maintained Equipment was not in Good Working Order due to any of the Excluded Causes, the Supplier may charge, and the Customer shall pay, the Additional Services Fees in respect of that work.
6.    CHARGES
6.1    For the performance of Corrective Maintenance and Preventative Maintenance, the Customer shall pay to the Supplier the Standard Maintenance Fees.
6.2    For the performance of any Additional Services, the Customer shall pay to the Supplier the Additional Services Fees.
6.3    The Standard Maintenance Fees and the Additional Services Fees shall be inclusive of all expenses, other than those recoverable in accordance with clause 3.1, and the Supplier shall be responsible for all costs and expenses incurred in providing the Maintenance Services (other than those recoverable in accordance with clause 3.1).
6.4    The Standard Maintenance Fees shall be due and payable as specified on the Telecoms Maintenance & Support Agreement.  Any Additional Services Fees shall be due and payable as specified on any additional quotation provided by the Supplier. Any charges for spare parts recoverable in accordance with clause 3.1 shall be as specified on any additional quotation from the Supplier.
6.5    The Supplier reserves the right to charge interest at an annual rate of 8% above the base rate of Barclays Bank plc, calculated on a daily basis in respect of any sum which is due and unpaid, that interest to run from the date on which that sum is due and payable until receipt by the Supplier of the full amount, whether before or after judgment.
6.6    All Charges are exclusive of VAT or any other applicable sales tax, which shall be paid by the Customer at the rate and in the manner for the time being prescribed by law.
6.7    The Supplier may, at any time on the anniversary of the Commencement Date, increase the Standard Maintenance Fees by giving to the Customer not less than one month’s written notice.
7.    SUPPLIER WARRANTIES
7.1    The Supplier represents and warrants to the Customer that:
(a)    the Maintenance Services and the Additional Services shall be performed:
(i)    by an appropriate number of suitably qualified and experienced personnel;
(ii)    using all reasonable skill and care and in accordance with Good Industry Practice; and
(iii)    in accordance with all applicable laws and regulations in force from time to time.
(b)    the Supplier has the full capacity and authority and all necessary permissions, licences and consents necessary to enter into, and perform its obligations under, this agreement.
7.2    Except as expressly stated in this agreement, all warranties, conditions and terms, whether express or implied by statute, common law or otherwise (including fitness for purpose and suitability) are hereby excluded to the extent permitted by law.
8.    LIABILITY
8.1    Neither party excludes or limits liability to the other party for:
(a)    fraud or fraudulent misrepresentation;
(b)    death or personal injury caused by negligence; or
(c)    a breach of any obligations implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982.
8.2    Subject always to clause 8.1, neither party shall be liable whether in contract, tort (including for negligence and breach of statutory duty), misrepresentation (whether innocent or negligent), restitution or otherwise, for:
(a)    any loss (whether direct or indirect) of profits, business, revenue, or goodwill;
(b)    loss or corruption (whether direct or indirect) of data or information; or
(c)    any special, indirect or consequential loss, costs, damages, charges or expenses however arising under this agreement.
8.3    Subject always to clause 8.1, each party's total aggregate liability in contract, tort (including negligence and breach of statutory duty), misrepresentation (whether innocent or negligent), restitution or otherwise, arising in connection with the performance or contemplated performance of this agreement shall be limited to the greater of £250.
9.    CONFIDENTIALITY
9.1    The term Confidential Information does not include any information that:
(a)    is or becomes generally available to the public (other than as a result of its disclosure by the receiving party or its Representatives in breach of this clause);
(b)    was available to the receiving party on a non-confidential basis before disclosure by the disclosing party;
(c)    was, is, or becomes, available to the receiving party on a non-confidential basis from a person who, to the receiving party's knowledge, is not bound by a confidentiality agreement with the disclosing party or otherwise prohibited from disclosing the information to the receiving party;
(d)    was known to the receiving party before the information was disclosed to it by the disclosing party;
(e)    the parties agree in writing is not confidential or may be disclosed; or
(f)    is developed by or for the receiving party independently of the information disclosed by the disclosing party.
9.2    Each party shall keep the other party's Confidential Information confidential and shall not:
(a)    use any Confidential Information except for the purpose of exercising or performing its rights and obligations under this agreement (Permitted Purpose); or
(b)    disclose any Confidential Information in whole or in part to any third party, except as expressly permitted by this clause.
9.3    A party may disclose the other party's Confidential Information to those of its Representatives who need to know that Confidential Information for the Permitted Purpose, provided that:
(a)    it informs those Representatives of the confidential nature of the Confidential Information before disclosure; and
(b)    at all times, it is responsible for the Representatives' compliance with the confidentiality obligations set out in this clause 9.
9.4    A party may disclose Confidential Information to the extent required by law, by any governmental or other regulatory authority, or by a court or other authority of competent jurisdiction provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of the disclosure as possible.
9.5    Each party reserves all rights in its Confidential Information. No rights or obligations in respect of a party's Confidential Information, other than those expressly stated in this agreement, are granted to the other party, or are to be implied from this agreement.
9.6    The provisions of this clause 9 shall continue to apply after termination of this agreement.
10.    TERM AND TERMINATION
10.1    This agreement shall commence on the Commencement Date and shall remain in force, unless terminated earlier in accordance with clause 10.2, for the Initial Period. The Term of the agreement shall automatically be extended for a Renewal Period at the end of the Initial Period and at the end of each Renewal Period, unless a party gives written notice to the other party, not later than 90 days before the end of the Initial Period or the relevant Renewal Period, to terminate this agreement.
10.2    Without prejudice to any rights that have accrued under this agreement or any of its rights or remedies, either party may terminate this agreement with immediate effect by giving written notice to the other party if:
(a)    the other party fails to pay any amount due under this agreement on the due date for payment and remains in default not less than 14 days after being notified in writing to make that payment;
(b)    the other party commits a material breach of any material term of this agreement (other than failure to pay any amounts due under this agreement) and (if that breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so;
(c)    the other party:
(i)    suspends, or threatens to suspend, payment of its debts;
(ii)    is unable to pay its debts as they fall due or admits inability to pay its debts;
(iii)    (being a company) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986;
(iv)    (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986; or
(v)    (being a partnership) has any partner to whom any of clause 10.2(c)(i) to clause 10.2(c)(iv) apply.
(d)    the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than (in the case of a company) for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
(e)    a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party (being a company) other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
(f)    an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other party (being a company);
(g)    the holder of a qualifying floating charge over the assets of that other party (being a company) has become entitled to appoint or has appointed an administrative receiver;
(h)    a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;
(i)    a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other similar process is levied or enforced on or sued against, the whole or any part of the other party's assets and that attachment or process is not discharged within 14 days;
(j)    any event occurs or proceeding is taken with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 10.2(c) to clause 10.2(i) (inclusive);
(k)    the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business; or
(l)    there is a change of control of the other party (within the meaning of section 1124 of the Corporation Tax Act 2010).
10.3    Any provision of this agreement that expressly or by implication is intended to come into or continue in force on or after termination of this agreement shall remain in full force and effect.
10.4    Termination of this agreement, for any reason, shall not affect the accrued rights, remedies, obligations or liabilities of the parties existing at termination.
10.5    On termination of this agreement for any reason, each party shall as soon as reasonably practicable:
(a)    return or destroy (as directed in writing by the other party) any documents, handbooks, CD-ROMs or DVDs or other information provided to it by the other party or data for the purposes of this agreement, including all documents and materials (and any copies) containing, reflecting, incorporating or based on the other party's Confidential Information. If required by the other party, it shall provide written evidence (in the form of a letter signed by its Managing Director) no later than 14 days after termination of this agreement that these have been destroyed and that it has not retained any copies of them, except for one copy that it may use for audit purposes only, and subject to the confidentiality obligations in clause 9;
(b)    delete (to the extent possible) any proprietary software belonging to the other party and all the other party's Confidential Information from its IT network and hard disks or other storage means associated with any computer equipment owned or controlled by the other party. Each party shall provide written confirmation (in the form of a letter signed by its Managing Director) no later than 14 days after termination of this agreement that this software and Confidential Information has been deleted;
(c)    return all of the other party's equipment and materials, failing which, the other party may enter the relevant premises and take possession of them. Until these are returned or repossessed, the party remaining in possession shall be solely responsible for their safe-keeping;
(d)    the Supplier shall provide all reasonable assistance to the Customer and/or any third party engaged by the Customer in connection with the maintenance and support of the Maintained Equipment;
(e)    the Customer shall immediately pay any outstanding amounts owed to the Supplier pursuant to this agreement.
10.6    Regardless of its obligations in this clause 10, if a party is required by any law, regulation, or government or regulatory body to retain any documents or materials which it would otherwise be required to return or destroy under clause 10.5, it shall notify the other party in writing of that retention, giving details of the documents or materials that it must retain. Clause 9 shall continue to apply to any retained documents and materials, subject to this clause 10.
11.    FORCE MAJEURE
Neither party shall be in breach of this agreement nor liable for delay in performing, or failure to perform, any of its obligations under this agreement if that delay or failure results from events, circumstances or causes beyond its reasonable control. In these circumstances the affected party shall be entitled to a reasonable extension of the time for performing its obligations, provided that, if the period of delay or non-performance continues for 2 months, the party not affected may terminate this agreement by giving 14 days' written notice to the other party.
12.    ASSIGNMENT
12.1    The Customer shall not assign, transfer, mortgage, charge, subcontract, declare a trust of or deal in any other manner with any of its rights and obligations under this agreement without the prior written consent of the Supplier.
12.2    Each party confirms it is acting on its own behalf and not for the benefit of any other person.
13.    WAIVER
No failure or delay by a party to exercise any right or remedy provided under this agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.
14.    NOTICE
14.1    Any notice or other communication required to be given to a party under or in connection with this contract shall be in writing and shall be delivered by hand or sent by pre-paid first-class post or other next-working-day delivery service providing proof of postage, at its registered office (if a company) or (in any other case) its principal place of business, or sent by fax to the other party's main fax number providing proof of transmission.
14.2    Any notice or communication shall be deemed to have been received, if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address, or if sent by fax, at 9.00 am on the next Business Day after transmission, or otherwise at 9.00 am on the second Business Day after posting.
14.3    This clause 14 does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution. For the purposes of this clause, writing shall not include e-mail.
15.    ENTIRE AGREEMENT
15.1    This agreement constitutes the entire agreement between the parties and supersedes all previous discussions, correspondence, negotiations, arrangements, understandings and agreements between them relating to its subject matter.
15.2    Each party acknowledges that in entering into this agreement it does not rely on, and shall have no remedies in respect of, any representation or warranty (whether made innocently or negligently) that is not set out in this agreement.
15.3    Each party agrees that its only liability in respect of those representations and warranties that are set out in this agreement (whether made innocently or negligently) shall be for breach of contract.
16.    CHANGES TO THESE TERMS
The Supplier reserves the right to amend these terms at any time by giving the Customer at least one month’s notice.
17.    SEVERANCE
17.1    If any court or competent authority finds that any provision of this agreement (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of this agreement shall not be affected.
17.2    If any invalid, unenforceable or illegal provision of this agreement would be valid, enforceable and legal if some part of it were deleted, the parties shall negotiate in good faith to amend that provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the parties' original commercial intention.
18.    NO PARTNERSHIP OR AGENCY
Nothing in this agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, nor authorise any party to make or enter into any commitments for or on behalf of any other party.
19.    THIRD-PARTY RIGHTS
No person other than a party to this agreement shall have any rights to enforce any term of this agreement.
20.    GOVERNING LAW AND JURISDICTION
20.1    This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
20.2    The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).

This agreement has been entered into on the date in which this agreement is signed by the Customer or the Commencement Date, whichever is the earlier.