Terms

CONDITIONS FOR COMMUNICATIONS SERVICES

  1. Definitions and Interpretation

1.1. In the Contract unless the context otherwise requires:

“Additional Service(s)” shall have the meaning given to them in clause 4.1.

“Administrative Charge” means any charge we levy for administrative costs as determined by us from time to time or as specified in our Tariff or otherwise notified to you.

“BT” means British Telecommunications plc.

“Charges” means connection charges, usage charges, fixed charges, set up charges, installation charges, activation charges, disconnection charges, reconnection charges, cancellation charges, Administrative Charges, Periodic Charges and other charges to be paid by you for the Services calculated according to the prices and rates set out in our Tariff or otherwise notified to you.

“Commencement Date” shall have the meaning ascribed to it in clause 16.1.

“Company” “we” and “us” refers to JDNetworks Ltd.

“Conditions” means these Conditions for Communications Services.

“Contract” means the contract for the supply of Services made between us and you, subject to these Conditions.

“Customer” “you” and “your” refers to the person with whom we contract to supply the Services and whose details are set out on the Order Form.

“Customer Equipment” means any equipment, including any communications apparatus or system or software, which is owned or controlled by you.

“Customer System” means any communications and/or other equipment operated by you and used in connection with the Services and/or Sale Equipment, whether supplied by us or a third party.

“Data Protection Law” means: the Data Protection Act 1998 (until repealed) (“DPA”), the Data Protection Directive (95/46/EC) (until repealed) and, from 25 May 2018, the General Data Protection Regulation 2016/679 (“GDPR”) or any equivalent provision which may replace the GDPR following the formal political separation of the United Kingdom from the European Union; the Regulation of Investigatory Powers Act 2000; the Telecommunications (Lawful Business Practice) (Interception of Communications) Regulations 2000 (SI 2000/2699); the Electronic Communications Data Protection Directive (2002/58/EC); the Privacy and Electronic Communications (EC Directive) Regulations 2003 (SI 2426/2003); and all applicable laws and regulations which may be in force from time to time relating to the processing of Personal Data and privacy, including where applicable the guidance and codes of practice issued by the Information Commissioner or any other supervisory authority, and the equivalent of any of the foregoing in any relevant jurisdiction; and “Personal Data” and “processing” shall have the meanings given to them in the DPA or, from 25 May 2018, the GDPR.

“IPR” means any and all intellectual property rights whether existing now or in the future, including but not limited to all patent rights, trademarks, copyright, design rights, database rights, rights in inventions, semiconductor topography rights, know-how, or any similar right exercisable in any part of the world (whether registered or unregistered) and including any applications for the registration of any patents or designs.

“Minimum Spend” means in relation to each Service, the periodic minimum spend commitment in relation to recurring monthly costs as outlined in the applicable Service Agreement, constituting the minimum amount you agree to pay to us within the period set out in the applicable Service Agreement for that Service regardless of your actual use of the Service.

“Minimum Term” means the minimum initial period of service provision for each Service or ‘’Agreement Duration for Services’’, as set out in the Service Agreement for each Service.

“Network” means the electronic communications systems run by or on behalf of us, or procured by us for the purpose of providing the Services.

“Order Form” means an order form accepted by you requesting the supply of any or all of the Services from us.

“Periodic Charges” means any Charges (excluding Administrative Charges) that are billed on a recurring basis and which do not vary on usage of the Services.

“RPI” means the Retail Prices Index (RPI) (all items) (United Kingdom).

“Sale Equipment” means the equipment identified on the Service Agreement, Order Form or otherwise notified to you in writing that we will sell to you as part of our provision of the Services, subject to the provisions of these Conditions.

“Service” or “Services” means all or part of the Services identified in the Service Agreement and Order Form and any related services that we agree to provide to you under the Contract.

“Service Agreement” means (i) where you place an order with us by telephone, the confirmation of order accompanying these Conditions, or (ii) where you place a written order, the document you sign when you become our Customer, in each case detailing, amongst other things, the Services you wish to receive, the minimum period you wish to receive the Services for and the Tariff at which you will be charged and which forms part of this Contract.

“Site” means your premises where the Services are to be provided, as set out on the Order Form.

“Small Business Customer” means a Customer who has been identified on the Order Form as being a Customer who has 10 or less workers (whether as employees or volunteers or otherwise).

“Tariff” means our tariff referred to in the Service Agreement and Order Forms and as amended and notified to you from time to time.

“Working Hours” means between 0900 and 1700 on Monday to Friday inclusive, excluding any public or bank holidays.

1.2. In the Contract, unless the context otherwise requires:

1.2.1. words in the singular include the plural and vice versa and words in one gender include any other gender;

1.2.2. a reference to:

(a) any party includes its successors in title and permitted assigns;

(b) a “person” includes any individual, firm, body corporate, association or partnership, government or state (whether or not having a separate legal personality);

(c) clauses, paragraphs and schedules are to clauses and schedules of these Conditions;  and

1.2.3. the headings are for convenience only and shall not affect the interpretation of these Conditions.

 

  1. Provision of the Services

2.1. We will provide, and you will use, the Services in accordance with these Conditions.

2.2. We will exercise the reasonable care and skill of a competent telecommunications service provider in the performance of our obligations under the Contract and will use reasonable endeavours to supply the Services to you and where necessary, to deliver and install the Sale Equipment by any date agreed between the parties. All dates are estimates only and we will not be liable for any failure to provide a Service or to install any Sale Equipment by any agreed date.

2.3. We will be entitled at any time and without liability to modify, expand, improve, maintain or repair the Services or any of its systems, including suspension of the same in whole or in part pursuant to clause 15, provided that we use reasonable endeavours to notify you in advance and to minimise any disruption to the Services.

2.4. It is impossible to provide the Services free from faults or interruptions and we do not undertake to do so.

2.5 Where you enter into a Contract with us for the provision of call recording services or any other services or products in respect of which data may be retained, you agree to regularly backup your system and all files to a separate storage facility to avoid catastrophic loss of data. We do not warrant that any maintained backups will be foolproof or effective in any particular situation. We shall not be liable for any losses, damage, costs or expenses associated with loss of data, recreating or restoring any data, or procuring alternative storage, replacement equipment or programs, or for claims by third parties, or for any similar or analogous losses, damage, costs or expenses.

 

  1. Use of the Services

3.1. You must (a) promptly provide us free of charge with all information and co-operation that we may reasonably require and (b) comply with our reasonable instructions regarding the use of the Services and/or Sale Equipment.

3.2. You must not use or permit anyone else to use the Services:

3.2.1. for any unlawful, fraudulent, illegal or immoral purpose;

3.2.2. to cause annoyance, inconvenience or nuisance;

3.2.3. to send, knowingly receive, upload, download, use or re-use any material, message or communication which is offensive, abusive, indecent, defamatory, obscene or menacing;

3.2.4. to spam, send or knowingly receive unsolicited advertising or promotional material;

3.2.5. in contravention of any legislation, licence, code of practice, instructions or guidelines issued by any regulatory authority or in contravention of a third party’s rights;

3.2.6. in a way which we, acting reasonably, consider is, or is likely to be, detrimental to the provision of the Services to you or to other customers or to customers of our suppliers, or in a way which could adversely affect the Network;

3.2.7 in a way that does not comply with any instructions given by us to you under sub-clause 3.1 (b);

3.2.8 to obtain access, through whatever means, to restricted areas of the Network; or

3.2.9 in a way which (in our reasonable opinion) brings our name into disrepute, or which places us in breach of our legal or regulatory obligations.

3.3 You accept that you do not own any telephone number(s) provided to you and that the Contract is personal to you. Therefore, you have no right to sell or to agree to transfer the number(s) provided to you for use with the Services and you must not do so or attempt to do so.

 

3.4 You also accept that we have the right to reallocate to a third party any numbers that are provided to you for use with the Services but that you do not use for a period of six (6) months.

3.5 We will put your name, address and the telephone number(s) for the Services in the telephone book published by BT for your area and make your phone number available to BT’s directory enquiries database, as soon as we can. However, we will not do so if you ask us not to.

 

3.6 If you want a special entry in the telephone book you must let us know. Where we agree to a special entry you will be liable to pay an extra charge and sign a separate agreement for that special entry.

 

3.7 It is your responsibility to verify that all directory entries are correct and remain correct. Other than where the error is as a result of our negligence, we accept no liability for any errors, nor are we liable for any costs, financial losses or disputes that may arise from any omission or inaccuracy in the entry.

 

 

  1. Additional Services

4.1. You may order new Services and/or request us to expand any existing Services (the “Additional Services”) at any time. Subject to clause 4.2, any order for Additional Services will be deemed accepted by us and be incorporated into the Contract on the earlier of: (i) the date on which you are notified in writing that the order has been accepted by us; or (ii) the date on which the Additional Services are first made available to you.

4.2. Prior to the Additional Services being made available to you, you must sign an Order Form and/or complete such other documentation as may be required by us relating to the Additional Services.

 

  1. Equipment

5.1. If it is necessary to install Sale Equipment to facilitate provision of the Services you must, at your own expense and in accordance with any instructions given to you by us, in advance of installation:

5.1.1. obtain all necessary consents and licences including consents for any alterations to buildings to allow the installation of the Sale Equipment;

5.1.2. provide a suitable environment including all necessary floorspace, trunking, conduits, cable ducts, utility supply and the provision of sufficient electrical connection points in close proximity to the Sale Equipment;

5.1.3. ensure that all devices, equipment or plant necessary to connect the Sale Equipment to the Customer System are provided and after installation operate and maintain such devices, equipment or plant; and

5.1.4. carry out all necessary preparatory work and make good any such work after installation.

5.2. All Customer Equipment and/or the Customer System must be:

5.2.1. technically compatible with and must not interfere with the Services, the Sale Equipment, the Network, or another customer’s equipment;

5.2.2. in proper working order;

5.2.3. compliant with all applicable standards and approvals for network connection; and

5.2.4. used in compliance with and approved under all relevant instructions, safety and security procedures, standards or laws.

5.3. With respect to any Sale Equipment supplied to you, we will use reasonable endeavours to pass on the benefit of any manufacturer’s warranty to you.

5.4 You must notify us within 14 days of delivery of any faults in or damage to the Sale Equipment, after which date you will be deemed to have accepted the Sale Equipment as being satisfactory.

5.5 Any Sale Equipment reported to us within 14 days of delivery as being defective or damaged must be immediately returned to us for inspection.  Once we have confirmed the alleged defect or damage, we will issue you with a replacement or a refund, at our option. We will pay the reasonable costs of return of the Sale Equipment to us and (where we issue you with a replacement) we will pay the reasonable costs of redelivery of the Sale Equipment to you.

 

5.6 We will not replace or refund any Sale Equipment alleged to be defective or damaged, where:

5.6.1 you make any further use of the Sale Equipment after notifying us of the alleged defect or damage; or

5.6.2 you alter or repair the Sale Equipment without our prior written consent; or

5.6.3 the defect or damage arises because you have failed to follow any instructions as to the use or maintenance of the Sale Equipment; or

5.6.4 the defect or damage arises from wilful damage, negligence, abnormal working conditions or from any misuse of the Sale Equipment.

5.7 If, following your receipt of the Sale Equipment, you decide that you do not want the Sale Equipment and you would like to obtain a refund, you must return the Sale Equipment to us at your cost within 14 days of delivery. All unwanted Sale Equipment must be returned to JDNetworks Ltd, 10a Town Street, Leeds, West Yorkshire LS28 5LD.

5.8 All refunds of unwanted Sale Equipment shall be made entirely at our discretion. The Sale Equipment will not be considered for refund unless the Sale Equipment is returned to us:

5.8.1 not having been used;

5.8.2 in its original packaging; and

5.8.3 in a condition fit for immediate resale.

5.9 Where we do agree to refund any unwanted Sale Equipment, we reserve the right to apply a re-stocking charge, which will be deducted from the refund.

5.10 Risk in the Sale Equipment will pass to you on delivery of the Sale Equipment. Therefore, it is your responsibility to look after the Sale Equipment and you will have to pay if you wish to replace or repair the Sale Equipment if it is lost, stolen or damaged. Title in the Sale Equipment will pass to you in accordance with the provisions of clause 5.11, below.

5.11 You will not own the Sale Equipment until you have paid us in full in cleared funds for the Sale Equipment and for any other goods sold to you under a contract for sale entered into between you and us.  Until title for the Sale Equipment passes to you (providing that the Sale Equipment still exists and has not been resold), we shall be entitled to demand the return of the Sale Equipment and if you fail to return it, we reserve the right to enter your premises (or those of any third party where the Sale Equipment is stored) in order to repossess the Sale Equipment.

 

  1. Site access and repairing faults

6.1. You must grant us and our sub-contractors access to the Site during Working Hours upon request. We may, on reasonable notice, require access to the Site outside Working Hours. Where a third party’s permission is required in order to facilitate access to the Site, you must obtain such permission.

6.2. You must provide a suitable and safe working environment for us and our sub-contractors. We and our sub-contractors will comply with your reasonable requirements as to safety on the Site to the extent that such requirements are communicated to us prior to any visit.

6.3. In the event of a fault affecting a Service you should report the fault to us in accordance with the standard procedures set out in the relevant Service Agreement. We will use reasonable endeavours to respond to you and rectify the fault in accordance with the relevant Service Agreement. Any work carried out by us outside Working Hours shall be subject to additional charges.

6.4. If you report a fault which cannot be rectified remotely we may arrange for an engineer to attend the Site. We reserve the right to charge you an additional sum for this visit, in particular, but without limitation, if the visit is made outside Working Hours, if the engineer is refused access to the Site, or if the engineer finds that there is no fault.

6.5 During any fault investigations, we may require you to carry out tests and we will require you to provide us with the results of those tests to allow us to follow our standard procedures and conclude our investigations.

6.6. We will have the right to recover all reasonable costs incurred in investigating or remedying any fault with a Service where it is caused by your negligence or default, by your Equipment or where the fault does not lie with us or any Sale Equipment.

6.7. You will be responsible for all Charges incurred whilst any Service is unavailable due to any fault.

 

  1. Charges

7.1. You will be liable for all Charges incurred for each Service from the Commencement Date, whether the Services are used by your employees or by any other person with or without your permission or knowledge and notwithstanding that they may have arisen from unauthorised, fraudulent, or illegal use, subject to the provisions of clause 9.

7.2 The frequency with which we will bill you for the Services and your payment responsibilities are set out in the Service Agreement applicable to the Services you use.

7.3. The Charges will be calculated by reference to the Tariff provided to you. You acknowledge that we have agreed to supply the Services to you at the agreed Tariff on the basis that you have committed to abide by the Minimum Spend and Minimum Term requirements.

7.4. Where Periodic Charges are incurred for a period less than the relevant charging period, they will be pro- rated. This does not apply to any Administrative Charge or to any other charges.

7.5. Where any Services are provided to you on a trial basis for a reduced or zero charge for a fixed period, unless otherwise advised to you in writing, you must give us notice in writing if you wish to cancel the Services at the end of the trial. If you fail to give us notice, then we will automatically invoice you for the Services at the end of the trial for the remainder of the Minimum Term.

7.6. Where you fail to comply with clause 5.1 and/or clause 5.2, or if we are unable to access the Site to carry out any work, we may charge you for an aborted visit.

7.7 Without prejudice to the provisions of clause 7.6, if an engineer has been booked to undertake engineering services at the Site and you cancel the booking within 24 hours of the engineer’s proposed visit to the Site, 50% of the charges for the engineering services shall be immediately payable by you to us. If, however, the engineer has already been mobilised to provide the engineering services by the time that notification of cancellation of the booking has been received by us, then 100% of the charges for the engineering services shall be immediately payable by you to us.

7.8. All Charges are subject to change by our giving not less than 30 days prior written notice to you. Without limiting the general application of this clause, we reserve the right to invoke this clause to pass on any increases in our third party supplier costs.

7.9 Without prejudice to the provisions of clause 7.8, we may, on an annual basis, increase the Charges in effect during the previous year in line with and proportionate to the increase in RPI over the same period provided that not less than 30 days’ prior written notice of the increase has been given by us to you.

 

  1. Payment

8.1. You must pay the Charges in full by direct debit on the date agreed between us (without deduction or set off), unless otherwise agreed by us in writing and subject to the provisions of clause 8.4.

8.2. If a direct debit is dishonoured or cancelled we will charge you an Administrative Charge for any third party charges and internal costs we incur as a result.

8.3. In the event that payment cannot be made by direct debit, you must pay the Charges in full (without deduction or set off) within 14 days of the date of any invoice issued by us.  Where payment is arranged through a finance provider payment will be in accordance with the terms of the finance agreement. Time for payment of the Charges shall be of the essence.

8.4. Unless you make payments to us by direct debit we will charge you an Administrative Charge.

8.5. Unless otherwise stated, all Charges are exclusive of value added tax which, where applicable, will be added to invoices at the prevailing rate.

8.6. We may charge interest on any overdue amount payable from the due date until the date we receive payment (whether before or after judgment) at the rate of 4 percent per annum above the base lending rate of Barclays Bank Plc from time to time. We may also charge you an Administrative Charge for recovering late payments from you.

8.7. We reserve the right to claim statutory interest in accordance with the Late Payment of Commercial Debts (Interest) Act 1998 as amended and supplemented by the Late Payment of Commercial Debts Regulations 2002.

8.8. If you do not pay any amount due by the due date for payment, we may instruct a debt collection agency to collect payment (including any interest charges) on our behalf.

8.9. We may at any time:

8.9.1. carry out a credit check on you and you agree to provide us with any and all information reasonably required for this purpose;

8.9.2. reduce your credit limit;

8.9.3. require you to pay a deposit, make payments on account or provide some other form of guarantee as security for future charges; and/or

8.9.4. register information about you and your account with credit reference agencies.

8.10. If we agree to approach a finance provider on your behalf to arrange finance for the purchase of Sale Equipment, then you acknowledge that we will be acting as your agent and not as an agent for the finance provider.

8.11. In the event that we are unable to obtain finance on the terms originally proposed or on other terms acceptable to you, then we will return any deposit received from you without further liability to you. Where third party indemnities are required by the finance provider, any failure to provide such indemnities will constitute a breach of the Contract and will entitle us to retain any deposit paid by you.

8.12. Any failure by you to complete the finance agreement documentation and/or commence payment in accordance with the terms of the finance agreement will render you liable to pay to us the full value of the order (plus VAT) within seven (7) days of presentation of an invoice to you.

8.13. We reserve the right at any time to set off any sums owing from you to us against any sums owing from us to you.

8.14 No invoice may be disputed by you if it has not been disputed within 6 months of the date of the invoice.

 

  1. Security and Fraud

9.1 You must ensure that user names and passwords used by you and/or your personnel and/or users in connection with the Services are kept confidential and are only used by authorised users. You will inform us immediately if you know or suspect (or ought reasonably to know or suspect) that a user name or password has been disclosed to an unauthorised user or is being used in an unauthorised way. You will not change or attempt to change a user name without our written consent.

9.2 We reserve the right (at our sole discretion):

9.2.1 to suspend user names and password access to the Services if at any time we think that there has been or is likely to be a breach of security; and

9.2.2 to ask you to (in which case, you shall) change any or all of the passwords you use in connection with the Services.

9.3 You will inform us immediately of any subsequent changes to the information you supply to us in connection with the Contract.

9.4 You accept and acknowledge that the Services are not guaranteed to be secure and we do not guarantee the prevention or detection of any unauthorised attempts to access the Services.

9.5 We shall not be responsible for call charges or other charges resulting from fraudulent and/or unauthorised use of the Sale Equipment and/or Services by you or any third parties (who are not our employees) and you agree to pay all additional charges related to such fraudulent and/or unauthorised use.

9.6 Any assistance given by us in relation to fraudulent and/or authorised use by you or third parties (or the prevention of such use) will be on a reasonable endeavours basis only and no liability can be accepted by us for any loss sustained by you via fraudulent and/or unauthorised means that are beyond our reasonable control (save for any fraud and/ or authorised use by one of our employees acting in that capacity).

9.7 You acknowledge and warrant that the Services are for your use and you will not re-supply or resell or otherwise make the Services available to any person on a commercial basis or any other basis.

9.8 If you do not comply, or any other person whom you allow to use the Services does not comply with any provision of this clause 9, you will indemnify and hold us harmless against all liabilities, claims, losses, damages or expenses arising directly or indirectly or in any way associated or suffered as a result of such non-compliance.

9.9 Each Customer must pay a monthly fraud management charge in respect of each analogue line and each ISDN channel, which will appear as a separate line item on the breakdown of your bill.  We have had to introduce this charge as a direct consequence of the rise of telephone fraud in the UK so as to cover the associated management charges that we now incur from our own suppliers. The imposition of the fraud management charge will not affect the parties’ respective rights and obligations under clauses 9.4-9.6, but it will better enable us to offer you services such as call thresholds and barring of premium numbers to help reduce your exposure to fraudulent activity. If you would like further information on fraud management, (including the setting of appropriate call threshold levels for your business) please call us on 0113 205 8120.

 

 

  1. Intellectual Property Rights

10.1. Except as expressly set out in these Conditions, the parties will not acquire any rights or licences to the other party’s IPR.

10.2. All IPR in anything provided to you as part of the Services will remain the property of us or our licensors.

10.3. Where software is supplied to enable you to use a Service, we grant you a non-exclusive, non-transferable licence to use such software for that purpose only. Unless otherwise agreed in writing, any licence granted by us will expire on termination of the Contract or of the relevant Service.

10.4. You must not, and must not permit anyone else to, copy, modify, reverse engineer, decompile or otherwise endeavour to obtain the source code of such software, except to the extent permitted by law.

10.5. If requested by us, you must sign any agreement which is reasonably required by the owner of the IPR in such software to protect its rights or interests therein and you acknowledge that failure to do so may result in our being unable to supply such software.

 

  1. Indemnity

You will fully and promptly indemnify and hold us harmless against any claims or legal proceedings (including damages, loss, costs and expenses) which are brought or threatened against us or our sub-contractors by any third party as a result of you entering into the Contract, or arising directly or indirectly from your fraud, negligence, failure to perform or delay in the performance of any of your obligations under the Contract, or from your use of the Services otherwise than in accordance with the Contract.

 

 

  1. Provision of information

12.1. The parties will keep in confidence any information of a confidential nature obtained under the Contract (whether written or oral) including the Charges and will not disclose such confidential information to any person (other than their employees and professional advisers who need to know the same for the purpose of the Contract and who are under a duty of confidentiality equivalent to this clause 12.1) without the prior written consent of the other party.

12.2. Clause 12.1 will not apply to:

12.2.1. any information which has been published other than through a breach of these Conditions;

12.2.2. information lawfully in the possession of the recipient before the disclosure under the Contract took place;

12.2.3. information obtained through a third party who is free to disclose it;

12.2.4. information which a party is required by law to disclose; and

12.2.5. any information which we wish to disclose to any company or person as part of a business reorganization.

12.3 We may monitor and record calls made to or by us relating to customer services and telemarketing calls made by us, for the purpose of training and improving customer care services, including complaint handling. We and/or our suppliers may also record 999 and 112 calls.

12.4 All Personal Data will be processed by us strictly in accordance with the Data Protection Law and pursuant to the provisions of our Privacy Policy.

12.5 You must inform us immediately if any of the information you have provided to us about you in connection with the Contract changes.

12.6 You acknowledge that in connection with the provision of the Services, detailed technical information (including by way of example, but without limitation, information as to your existing telecoms suppliers and supplies) as well as your contact details may have been provided on your behalf by our designated dealer with whom you may have had initial discussions and you hereby confirm to us that we may rely on that information.

 

  1. Liability

13.1. Neither party excludes or limits its liability for personal injury or death caused by its negligence or for fraudulent misrepresentation, or to any extent not permitted by law and clauses 13.2 and 13.3 will not apply to such liability.

13.2. Subject to clause 13.1 above, our aggregate liability to you in connection with the Contract whether in contract, tort (including negligence), breach of statutory duty or otherwise is limited to £100,000 for any one event or any series of related events, and in any twelve (12) month period to £500,000 in total.

 

13.3. Subject to clause 13.1 above, we shall not be liable to you in connection with the Contract whether in contract, tort (including negligence), breach of statutory duty or otherwise for direct, indirect or consequential loss of profit, revenue, business, anticipated savings, opportunity, use, wasted expenditure, loss of or damage to physical property or for any direct, indirect or consequential loss, corruption or destruction of data, whether or not we were advised of or were aware of the possibility of such damages, losses or expenses.

13.4 Except as expressly set out in these Conditions, all conditions, warranties, terms, undertakings and obligations implied by statute, common law, custom, trade usage or otherwise are hereby excluded to the maximum extent permitted by law.

13.5 Each part of these Conditions that excludes or limits our liability operates separately. If any part is disallowed or is not effective, the other parts will continue to apply.

13.6 We are not responsible for any pricing, typographical, or other errors and reserve the right to reject any orders where such an error may have occurred.

13.7 We shall not be liable for the actions or omissions of any third party whom we may recommend to you as a supplier (or whom we may recommend to you in any other capacity), nor shall we be liable for recommending any such third party to you.

13.8 If you are a consumer or a Small Business Customer, you have the right to reasonable compensation for specific failures or delays in the provision of certain Services.

13.9 The provisions of this clause 13 shall continue to apply notwithstanding termination of the Contract.

 

  1. Assignment

The Contract is personal to you and therefore it cannot be assigned or transferred by you to any other person without our prior written consent. We have the right to assign both the benefit and burden of the Contract as part of a business reorganisation to any company or person and you hereby consent to such assignment.

 

  1. Suspension

15.1. We may at our sole discretion (without liability and without affecting any other right or remedy that we may have under these Conditions) temporarily suspend the Services either in whole or in part and/or temporarily disconnect any telephone number until further notice, provided that we use reasonable endeavours to notify you  in advance, in the event that:

15.1.1. you have failed to pay any sums due to us under the Contract or any other agreement between the parties;

15.1.2. you are in breach of the Contract;

15.1.3. you prevent or delay any prearranged maintenance or other work from being carried out;

15.1.4. the Charges have reached the limit set under sub-clause 8.9.2;

15.1.5. you refuse to give a security deposit  or other payment as required under sub-clause 8.9.3;
15.1.6. you damage or anyone who uses the Services we are providing to you damages the Network or puts the Network at risk;

15.1.7. we have reasonable grounds to believe that a Service is being used unlawfully or for criminal or fraudulent purposes, or otherwise in contravention of any provision of clause 3.2;

15.1.8. operational reasons require it;

15.1.9. there is a case of emergency or we are obliged to do so by an emergency service organisation (in which case no prior notice will be required);

15.1.10. we are required to do so by any competent authority, or by any of our suppliers.

15.2. With respect to any suspension or disconnection under sub-clauses 15.1.1, 15.1.2, 15.1.3, 15.1.4, 15.1.5, 15.1.6, or 15.1.7, we may refuse to restore the Services to you until the breach of any one or more of those sub-clauses has been cured and we receive an acceptable assurance from you that there will be no further breach.

15.3. You will continue to be liable for and to pay the Charges during any period of suspension or disconnection, unless we notify you otherwise.

15.4 We may charge to reconnect you to the Services after any suspension or disconnection under sub-clauses 15.1.1, 15.1.2, 15.1.3, 15.1.4, 15.1.5, 15.1.6, or 15.1.7 and we may change your payment terms as a condition of reconnection.

 

  1. Commencement, cancellation rights prior to the provision of Services and Termination.16.1 For orders placed with a signed Service Agreement, the Commencement Date will be the date of the signed Service Agreement. For orders placed on the Company’s website or by telephone, the Commencement Date will be the date you confirm the order by email or in writing. Should you fail to confirm your order in writing the Contract will commence from the date advised to you in our correspondence unless we have advised you that your order will be cancelled without your confirmation. Where there may be any conflict regarding the Commencement Date, then you agree the Commencement Date will be the date that the Services were first provided to you. Without prejudice to the generality of the foregoing, the Minimum Term for each Service will start on the date stipulated in the applicable Service Agreement.

16.2. We may cancel the Contract prior to the first provision of Services to you with no liability if you fail a credit check or if for any other reason we are unable to provide the Services.

16.3. Where the Customer is a consumer or a Small Business Customer, the Customer may cancel the provision of Fixed Line Telephony Services or Hosted Services at any time prior to the commencement of the provision of those services without any form of charge or compensation being required to be paid to the Company, unless we have made contractual commitments on the Customer’s behalf which have caused or which will or may cause us to suffer financial detriment.

 

16.4. We may terminate the Contract as follows:

16.4.1. by giving you:

 

16.4.1.1 thirty days’ written notice prior to the expiry date of the Minimum Term or any anniversary thereof, as applicable, with respect to the Fixed Line Telephony Service and /or the Hosted Service (subject to clause 8.6 of the Fixed Line Telephony Service Agreement and clause 5.6 of the Hosted Service Agreement);

 

16.4.1.2 thirty days’ written notice prior to the expiry date of the Minimum Term or any anniversary thereof, as applicable, with respect to the Business Mobile Service; or
16.4.2. immediately upon written notice to you if:

16.4.2.1. you do not make payments to us when they are due;

16.4.2.2. you do not perform or observe any material obligation under the Contract, whether such obligation is specified in the Contract as material or not (a “material breach”);

16.4.2.3. you do not perform or observe any other obligations under the Contract (a “breach”) and where such breach can be remedied, you fail to remedy the breach within any reasonable time specified by us in a written notice requiring you to do so;

16.4.2.4. a voluntary arrangement is proposed, or a bankruptcy petition is presented or a bankruptcy order is made against you or a receiver or trustee is appointed on your estate or, being a company, you become subject to an administration order (within the meaning of the Insolvency Act 1986) or, being a company, you go into liquidation (except for the purposes of amalgamation or re-construction and in such a manner that the company resulting therefrom effectively agrees to be bound by or assume the obligations imposed on that other party under the Contract);

16.4.2.5. we have reason to believe that you have provided us with false, inaccurate or misleading information either for the purpose of obtaining the Services from us, or during the provision of the Services;

16.4.2.6. we are required to comply with an order, instruction or request of any competent authority;

16.4.2.7. any contract between us and any of our suppliers which enables us to provide the Services is cancelled or terminated; or

16.4.2.8. any other authority we have to provide the Services ends.

16.5 Details of your rights to terminate any of the Services both at and prior to the end of the Minimum Term are contained in the applicable Service Agreement (subject always to the Minimum Spend requirement outlined therein and any cancellation charges which may be payable), together with information regarding the parties’ respective rights upon and immediately following termination. If termination by you is revoked at any time, you will be required to provide us with an additional 30 days’ written notice of termination.

 

 

  1. General

17.1 We reserve the right to change these Conditions and/or the Services at any time. We will notify you of any changes we make to the Conditions either by writing to you or posting the Conditions on our website before the changes come into effect. Any changed version of the Conditions shall immediately supersede and replace all previous versions of the Conditions and shall govern any Contract entered into by you following notification of the changes to you as aforesaid and any Contract subsisting at and/or renewed after the time of notification to you as aforesaid. If a change is likely to be of material detriment to you, we will give you 30 days notice of the change. In the event of a change which is of material detriment to you, you may terminate the Contract (or the part of the Contract that applies to the Services affected by the change) before the change becomes effective by giving us written notice or by contacting our customer services department and by specifying your reason for termination within 30 days of receiving notification of the change. In this instance, you will not be liable to pay any cancellation charges. For the avoidance of doubt, the foregoing provisions of this clause 17.1 which allow termination in the event of a change which is of material detriment to you may not be relied upon to avoid any increase in the Charges permitted by the provisions of clause 7.9.

 

17.2. Neither party will be deemed to be in breach of the Contract or otherwise be liable by reason of any delay in performance or non-performance of any of its obligations under the Contract (other than the obligation to make payments due under it) to the extent that such delay or non-performance is caused by a matter beyond its reasonable control of which it has notified the other party, including but not limited to insurrection or civil disorder, war or military operation, international, national or local emergency, acts or omissions of government, highway authority or other competent authority, failure or delay of a supplier to supply us with the Services, compliance with any statutory or regulatory obligation or constraint, industrial disputes of any kind (whether or not involving our employees), fire, lightning, explosion, flood, subsidence, weather of exceptional severity, or acts or omissions of persons for whom it is not responsible(including in particular other telecommunications service providers). If, pursuant to this clause, either party is unable to perform its obligations under the Contract for a continuous period of 90 days or more, either party may terminate the Contract in whole or in part with immediate effect on giving written notice to the other.

17.3. A notice given under the Contract must be in writing and may be delivered by hand or sent by prepaid first class post facsimile or email to the addressee at the address for that party set out on the Order Form. Either party may, by notice in writing to the other in accordance with this clause, change its address for service.

17.4. No single or partial exercise, or failure or delay in exercising any right, power or remedy by any party will constitute a waiver by that party of, or impair or preclude any further exercise of that or any right, power or remedy arising under the Contract or otherwise.

17.5. The Contract sets out the entire agreement and understanding between the parties and supersedes all prior or contemporaneous agreements, understandings or arrangements, whether written or oral, in respect of the subject matter of the Contract.

17.6. Unless expressly provided in these Conditions, no term of the Contract will be enforceable pursuant to the Contracts (Rights of Third Parties) Act 1999 by any person who is not a party to the Contract.

17.7. If any provision of the Contract is found by any court or competent authority to be invalid, unlawful or unenforceable, that provision will be deemed not to be a part of this Contract and it shall not affect the enforceability of the remainder of this Contract.

17.8 The parties agree to attempt to resolve any dispute, claim or controversy arising out of or relating to this Agreement by mediation, which shall be conducted under the then current mediation procedures of The CPR Institute for Conflict Prevention & Resolution or any other procedure upon which the parties may agree. The parties further agree that their respective good faith participation in mediation is a condition precedent to pursuing any other available legal or equitable remedy, including litigation, arbitration or other dispute resolution procedures.

17.9 Either party may commence the mediation process by providing to the other party written notice, setting forth the subject of the dispute, claim or controversy and the relief requested. Within ten (10) days after the receipt of the foregoing notice, the other party shall deliver a written response to the initiating party’s notice.

17.10 The parties further acknowledge and agree that mediation proceedings are settlement negotiations, and that, to the extent allowed by applicable law, all offers, promises, conduct and statements, whether oral or written, made in the course of the mediation by any of the parties or their agents shall be confidential and inadmissible in any arbitration or other legal proceeding involving the parties; provided, however, that evidence which is otherwise admissible or discoverable shall not be rendered inadmissible or non-discoverable as a result of its use in the mediation.

17.11 The provisions of clauses 17.8 – 17.10 may be enforced by any Court of competent jurisdiction, and the party seeking enforcement shall be entitled to an award of all costs, fees and expenses, including reasonable attorneys’ fees, to be paid by the party against whom enforcement is ordered.

17.12 Should the parties be unable to resolve a dispute to the satisfaction of both parties through mediation, the parties shall irrevocably submit to the non-exclusive jurisdiction of the Courts of England and Wales for the purposes of hearing and determining the dispute.

Confidentiality

18.1 Neither Party will use, copy, adapt, alter or part with possession of any information of the other which is disclosed or otherwise comes into its possession under or in relation to this Agreement and which is of a confidential nature. This obligation will not apply to information which the recipient can prove was in its possession at the date it was received or obtained or which the recipient obtains from some other person with good legal title to it or which is in or comes into the public domain otherwise than through the default or negligence of the recipient or which is independently developed by or for the recipient. Breaches to by processor are reported under procedure detailed under clause 2.9. When processing data JD Networks takes appropriate technical and organisation measures to ensure data is processed securely from leaving the customer site to arriving at our own.

18.2 Breach Identification and Notification

Under the context of this contract a Data Breach is defined as “a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, personal data transmitted, stored or otherwise processed”

JD Networks will ensure that there are sufficient checks being made on processing activities to ensure that data is being protected at all time.

JD Networks will without undue delay inform Data Subject if the former becomes aware of an incident which under the definition of constitutes a data breach. This communication will be made to the contact and be classed as “Initial Notification”.

The controller will be responsible for informing the Local Supervisory Authority as requires by law. This notification will be made no later than 72 hours from the “Initial Notification’ as per Article 33 GDPR.

JD Networks must inform Controller within 24 hours of Initial Notification the following details where possible; natural of personal breach including categories and approximate number of data subjects concerned, names and contact details of the Data Protection Office or other contact point, likely consequences of personal data breach and any measures taken or proposed to be taken to mitigate the adverse effects of the data breach. Where it is not

possible to provide this information in full within 24 hours, a clearly articulated plan of activities and timelines for obtaining any missing information should be submitted to Controller within the 24-hour window.

JD Networks will support the Controller or Controllers appointed agent, in the investigation of any data breach incident unless such activities contravene legal or contractual obligations already in place. In such situations, a written explanation supporting the Processors position is required.

 

Sub-Processors

19.1 JD Networks enlist Sub-Processors to supply equipment and services we offer. Details of these are on our privacy policy.

Notices and Data Protection Officer

20.1 Any notice under or in connection with this Contract shall be in writing (but not by fax, e-mail or similar means) and shall be delivered personally to the data protection officer below, or sent by courier or by recorded or registered mail to the processor.

20.2 Customer Data Protection Officer

JD Networks have designated a point of contact and data Protection officer;

Jamie Dutton info@jdnetworks.co.uk

A notice shall become effective on the date it is delivered to the address of the recipient Party shown above. A Party may notify the other of a change to its notice details. Local Supervisory Authority for the purposes of this contract is agreed to be the UK, Information Commissioners Office.

20.3 Data Subject Access Requests

JD Networks shall be responsible for responding to all Data Subject Requests in accordance with Article 12. GDPR (“data subject rights”) which may be received from Data Subjects to which the Personal Data relates. Processors hereby agrees to assist Controller with all applicable Data Subject Requests which may be received from the Data Subjects to which the Personal Data relates. If Processor receives a Data Subject Request from a Data Subject relating to the Personal Data processed on behalf of the Controller it shall immediately and without undue delay, forward it to the person nominated by Controller under clauses of this Contract.

BUSINESS MOBILE SERVICE AGREEMENT

 

DEFINITIONS AND INTERPRETATION

1.1 This Service Agreement is to be read in conjunction with the Conditions for Communications Services (the “Conditions”) to which this Service Agreement is attached. All definitions contained within this Service Agreement shall have the same meaning as those set out in the Conditions unless specified below:

“Agreement” means this Service Agreement.

“Airtime” means the wireless airtime and network capacity procured from the Network Operator.

“Cancellation Charge” means a charge applied to your account (a) when we terminate the Agreement or any Service for breach of the Agreement by you; or (b) when you terminate the Agreement in respect of a Service prior to the end of the Minimum Term in certain circumstances.

“Content” means all information whether textual, visual, audio or otherwise, appearing on or available through the Service whether supplied by us or by third party content providers.

“End-User Licensed Software” (EUL) means any software, the use of which is governed by a  separate agreement with the licensor of such software, typically by means of a “click-wrap” or “shrink-wrap” licence agreement.

“Equipment” means the items supplied by us under this Agreement and includes any Software (but not End-User Licensed Software) and documentation supplied under this Agreement.

“GSM Gateway” means a device that transfers a fixed line call onto a radio network via a SIM card and radio channel, thus gaining a mobile-mobile call rate rather than fixed-mobile.

“GPRS Bearer” means the General Packet Radio Service provided by the Network Operator that forms part of the Airtime.

“Mobile Device” means the mobile equipment incorporating a SIM card.

“Mobile Web” means full colour Internet access and email on the move.

“Network” means the Mobile Device system over which the Service is provided. This is a digital network, which works in many countries and may allow you to use your Mobile Device in those countries.

“Network Operator” means the network operator who operates the wireless network of networks to which the SIM Cards are connected.

“Order Form” means our order form to which this Agreement is attached and which contains details of your application for the Service and the Mobile Devices.

“Service” means the provision of Airtime, Equipment, GPRS Bearer, Mobile Web, SMS, SMS Land to Mobile Text Messaging Service, location based services and/or any other wireless services.

“Software” means any software (excluding End-User Licensed Software) supplied to the Customer by us, the Network Operator or any other supplier under the terms of or in respect of this Agreement.

“SIM Card” means the subscriber identity module supplied by the Network Operator (and which shall at all times remain the property of the Network Operator), which is allocated to you by us and which contains your telephone number.

“SMS” means the short message service, which enables text messages to be sent to and received from a Mobile Device.

“SMS Land to Mobile Text Messaging Service” means the short message service for text message sent to SIM Cards via a software application in conjunction with a private or virtual private circuit linking the Customer’s wireless private or virtual private data network with the wireless services.

“The Company” or “we” or “us” means JDNetworks Ltd.

“Tariff” means the Company’s tariff that sets out the rates, which we will charge you for your calls and other services you have chosen. Please contact us if you have not received a copy of our Tariff with the Order Form.

“Term” means the length of time you commit to taking the Service for each Mobile Device or Upgrade ordered as more particularly described in clause 3. The Minimum Term will be the period specified in the “Agreement Duration for Services”.

“The Customer” or “you” means the customer whose company details are set out on the Order Form.

“Upgrade” means moving from one Service plan to another Service plan which has a greater number of included minutes or higher recurring Charges.

 

  1. SCOPE OF THE AGREEMENT

We agree to provide you with the Service and/or the Mobile Devices and you agree to use the Service and the Mobile Devices on the terms set out in this Agreement.

 

 

 

  1. LENGTH OF AGREEMENT

3.1 This Agreement begins when we either accept your application for the Service and/or the Mobile Devices in writing or when we send you the Mobile Devices and/or SIM Card for the Service you have ordered, whichever is the earlier. Our acceptance of your application is subject to your passing a UK credit check and you hereby consent to our submitting your details to a credit reference agency for this purpose.

3.2 You agree that each Mobile Device ordered by you is subject to its own agreement. The Minimum Term commences on the date of initial connection of your Mobile Device and/or SIM Card to the Service.

3.3 Any Upgrade will be subject to a new Minimum Term from the date that the new Service plan becomes effective in accordance with the provisions of clause 3.1.

 

  1. SUPPLY OF MOBILE DEVICES

4.1 We will endeavour to deliver the Mobile Devices within any agreed timescales, but under no circumstances shall we be liable to you for any loss or damage of any kind whatsoever, caused by any delay in the delivery of the Mobile Devices.

4.2 We are not the manufacturer of any Mobile Devices supplied to you under this Agreement. We warrant that each item of Equipment will conform in all material respects to the manufacturer’s specification for a period of 24 months  from the date on which each item of Equipment is dispatched (the “Warranty Period”) unless special conditions associated with certain Equipment apply. Please note that Software shall have a Warranty Period of 90 days.

4.3 All risk of loss or damage to the Mobile Devices shall pass to you on delivery. Property in the Mobile Devices shall not pass to you until the purchase price has been paid in full. The SIM Cards shall remain the property of the Network Operator at all times.

4.4 Any Mobile Device delivered damaged must be notified to us within 3 working days and returned to us within 6 working days of the order being delivered. We may, entirely at our discretion, repair or replace such damaged Mobile Devices, substitute substantially similar goods or reimburse the price paid for the damaged Mobile Devices.

4.5 The warranty set out in this clause shall not apply where any Equipment has been altered in any way or has been subjected to misuse, (including without limitation being dropped in water or any other liquid), or has been subjected to unauthorised repair.

 

 

  1. CHARGES AND PAYMENT

5.1 You shall pay for all Charges for your Mobile Device and for using the Service in the manner and at the time set out or referred to on the Order Form or in the Tariff you have chosen on the Order Form, including without limitation the call charges, connection charges, monthly line rental charges and Mobile Device prices. Subject to the provisions of clause 11.1, you acknowledge that you are responsible for paying all call charges made using your Mobile Device and/or SIM Card whether or not such calls have been made by you personally. If you have opted to set a monthly bill limit in accordance with The Digital Economy Act 2017, you will be liable for the payment of all Charges up to and including the amount of your selected bill limit.

5.2 Without limiting any of your obligations under clause 5.1, the provisions of Conditions 7 and 8 of the Conditions prescribe and shall govern the Charges payable by you under this Service Agreement and your payment obligations under this Service Agreement.

 

  1. INTELLECTUAL PROPERTY

In the event that we or our sub-contractors supply Software to you for use in conjunction with the Service, your use of such Software shall be governed by the provisions of Condition 10 of the Conditions.

 

  1. YOUR USE OF THE SERVICE

7.1 Your use of the Service, the SIM Card, any Mobile Devices and the Network shall be governed by the provisions of Condition 3 of the Conditions. In addition and without limitation:

(a) You must not use your SIM Card or Mobile Device with any equipment which has not been approved for use on the Network. If you are not certain whether a particular item of equipment has been so approved for use, this should be verified with the person selling the equipment;

(b) You must tell us immediately if your name, company name, address, bank account or debit card details change;

(c) You agree not to use SMS or the SMS Land to Mobile Text Messaging Service for the purpose of marketing or advertising anything to users for wireless services without the consent of those users;

(d) You agree that in respect of SMS, we are acting as a service provider and as such have no knowledge of, involvement with, or liability for the specific content of any text messages sent to any users’ SIM Cards, which do not originate from the service provider; and

(e)You may establish, install or use a GSM Gateway for your own private purposes only, provided that you adhere at all times to the Network Operator’s policies with respect to the use of private GSM Gateways.

 

  1. MINIMUM TERM

8.1 The Minimum Term will be the period specified in the “Agreement Duration for Services” and the Minimum Term shall commence on the date referred to in clause 3.2.

8.2 If this Agreement or any Service is terminated during the Minimum Term or any agreed term for the relevant Service and you received any contribution towards the costs of any Service or Equipment, as part of the Tariff or otherwise, then we reserve the right to impose a termination charge equal to the original cost divided by the number of the months in the relevant term, multiplied by the number of months remaining in the relevant term.

8.3 Unless you terminate the Agreement in accordance with clause 8.4 then, upon the expiry date of the Minimum Term, or any anniversary of that date thereafter, the Agreement will renew automatically for further periods of 12 months.

8.4 You may terminate the Agreement by giving 30 days’ notice in writing to us, such notice to become effective no earlier than the expiry date of the Minimum Term or upon each anniversary of such date thereafter (as applicable).

 

  1. TERMINATING THE AGREEMENT

9.1 We may terminate the Agreement or any Service immediately in accordance with Condition 16 of the Conditions.

9.2 If this Agreement or any Service is terminated by us in accordance with sub-clauses 16.4.2.1, 16.4.2.2, 16.4.2.3 16.4.2.4 or 16.4.2.5 of the Conditions during the Minimum Term or any agreed term applicable to any Service, we will levy a Cancellation Charge in relation to each relevant Service calculated in accordance with the following:-

(a) Each Service for which Periodic Charges are payable – the number of months remaining of the Minimum Term for that Service multiplied by the monthly Periodic Charges; and/or

(b) Repayment to us of any subsidised charges or any other contribution made by us towards any other costs.

9.3 If this Agreement or any Service is terminated by us in accordance with sub-clauses 16.4.2.6, 16.4.2.7 or 16.4.2.8 of the Conditions during the Minimum Term or any agreed term applicable to any Service, we will not levy a Cancellation Charge, but you will be responsible for the payment of any and all outstanding Charges.

9.4 Either party may terminate this Agreement in respect of a Service by giving the other party not less than thirty (30) days notice in writing to take effect at the end of the Minimum Term for the relevant Service.

9.5 In the event that notice of termination pursuant to clause 9.4 is duly given by either party, you must pay:

(a)  The Periodic Charges up to the end of the notice period;

 

(b)  All Charges other than the Periodic Charges up to the end of the notice period, including but not limited to any such Charges which may be incurred during the notice period; and

(c) Any cease charges which are detailed in the Tariff as being chargeable on termination.

9.6 If you want to terminate this Agreement in respect of a Service prior to the end of the Minimum Term for the relevant Service (other than because we have materially altered the terms of this Agreement under Condition 17.1) you must give us at least thirty (30) days notice in writing and we will levy a Cancellation Charge calculated in accordance with the following:-

(a) Each Service for which Periodic Charges are payable – the number of months remaining of the Minimum Term for that Service multiplied by the monthly Periodic Charges; and/or

(b) Pro-rata repayment to us of any contribution to upfront or ongoing costs paid by us, and/or

(c) The appropriate notice period charge for each Service, and/or

(d) Any applicable cease charges as may be detailed in the Tariff.

9.7 If you want to terminate this Agreement in respect of a Service prior to the end of the Minimum Term for the relevant Service because we have materially altered the terms of this Agreement under  Condition 17.1, you must either give us written notice of termination, or contact our customer services department specifying your reason for termination, in each case before the change becomes effective. We will not levy a Cancellation Charge, but you must pay the Periodic Charges and all Charges other than the Periodic Charges up to and including the date of termination.

9.8 The prices of Mobile Devices supplied under this Agreement are calculated using a subsidy we are paid by the Network. This subsidy applies only when you are connected to the Network. Therefore, if you terminate this Agreement in respect of a Service prior to the end of the Minimum Term, you must either return any Mobile Devices to us in good working order and condition, or if you wish to keep them you must pay us the difference between what you had paid us for the Mobile Devices and their full wholesale price. This may be up to £500.00 per Mobile Device.

9.9 If you terminate this Agreement in respect of a Service for any reason, you must pay us £25.00 per SIM Card for the cost of disconnecting your Mobile Devices from the Network.

 

  1. ADDITIONAL TERMINATION PROVISIONS

10.1 The provisions of clause 9 shall be without prejudice to the other provisions of this Agreement.

10.2 Upon termination of this Agreement, you shall be responsible for arranging for the Service to be provided by another supplier.

10.3 Without prejudice to any of the foregoing provisions of clauses 8 or 9 or this clause 10, 30 day mobile contracts shall be subject to a 30 day notice period and a £40.00 disconnection fee.

 

  1. WHAT TO DO IF YOUR SIM CARD OR MOBILE DEVICE IS LOST, STOLEN OR DAMAGED

11.1 You must inform us immediately if a SIM Card supplied to you by us is lost, stolen or damaged. You will remain liable for all Charges incurred until you do so. We will send you a replacement SIM Card as soon as reasonably practicable, but we reserve the right to charge you for doing so.

11.2 If you need us to replace a Mobile Device because it has been lost, stolen or damaged, we reserve the right to charge you the full price of any replacement.

 

  1. CONTENT

12.1 We will not be liable to you or any other party for any action you take in reliance upon the accuracy, completeness, reliability or availability of the Content.

12.2 It is your responsibility to evaluate the value and integrity of goods and services offered by third parties by means of the Service. We will not be a party to, nor in any way be responsible for, any transaction concerning third party goods and/or services.

12.3 To the extent that the Service enables access to Content, we may vary the availability of such Content.

 

12.4 By using the Service, you consent to us copying and/or modifying /images or information you have created where such copying and/or modification is carried out for the purposes of transmission.

 

 

 

 

  1. INTERNET ACCESS

13.1 If we provide you with Equipment which enables access to the Internet, the following provisions shall also apply to you:
(a)  Either ourselves or third parties may provide links to other websites or resources. We do not endorse, nor do we make any warranty as to the accuracy, completeness, reliability or availability of the Content contained on any third party sites or resources accessed via the Service;

(b) All Content made available on the Internet (directly or indirectly) through using the Services, whether publicly posted or privately transmitted, is the sole responsibility of the party from whom such Content originated. You are entirely responsible for all information uploaded, e-mailed or otherwise transmitted via Internet access;

(c)  We will not be responsible for any loss or damage you may suffer from any dealings with third parties. Any dealings with products or services provided by third parties which are located by using the Service, are solely between you and that third party, unless we specifically state otherwise;

 

(d) Your ability to access a secure Internet environment will be dependent on your Equipment and the third party supplier of Content;

(e) We will not be responsible for any harm you suffer from a virus which affects your Equipment, whether it was transmitted via the Service or otherwise. You will remain responsible for all Charges applied to your accounts for the use of any Service activated by such a virus;

(f) While we try to ensure that the Service is made available to you, we cannot guarantee the availability of and coverage of interconnect connectivity via the Equipment at all times;

(g) You shall be responsible for configuration of the Equipment for Internet usage according to the instructions provided. We may charge you at our then current rates for any technical assistance provided; and

(h) Access to certain adult content may be prevented by us. To allow access, please follow instructions provided to you by our customer services department.

 

 

  1. LIMIT OF LIABILITY

14.1 Our liability to you shall be governed by the provisions of Condition 13 of the Conditions and any relevant provision of this Agreement.

14.2 Without limiting the generality of clause 14.1 above, Condition 13.2 of the Conditions sets out our aggregate monetary liability to you, whether arising under this Agreement or otherwise.

 

  1. REFUND POLICY

15.1 A refund will be granted within 30 days of payment by you for:

15.1.1 Software supplied which is defective at the time of purchase, provided that such Software has not been tampered with or altered in any way by you; and

15.1.2 Software which is not delivered on the agreed delivery date due solely to our error.

15.2 We cannot, without limitation, offer any refund in either of the following instances:

15.2.1 Where the Software was purchased after the expiry of any trial period; or

15.2.2 Where the Software was purchased for use on a Network which is not supported by us or our business partners.

15.3 Where a refund is granted pursuant to this clause 15, a £5.00 administration fee will be charged if the matter occasioning the refund arose through or as a result of circumstances beyond our control.

 

  1. SERVICE AVAILABILITY AND SUSPENSION

16.1 We shall use all reasonable endeavors to provide and maintain the availability of the Service. However, we do not warrant that the Service shall be available without interruption or that it will be free from error. We may suspend the Service immediately if:

16.1.1 The Network fails or if it is being modified, maintained or repaired, or if the Network is unavailable for any other reason; or

16.1.2 You notify us of the loss or theft of your SIM Card or Device; or

16.1.3 We do not receive full and timely payment of any invoices sent by us to you; or

16.1.4 We reasonably suspect or know that your Mobile Device or SIM Card is being used fraudulently or illegally.

16.2 If you opt to set a monthly bill limit in accordance with the provisions of The Digital Economy Act 2017, your access to the Service will be automatically barred once your connections reach  your selected limit.

 

  1. WHAT YOU MUST PAY IF THE SERVICE IS SUSPENDED

17.1 If the Service is suspended for the reasons set out in clause 16.1.1 for more than 3 days in any single month, you will not be required to pay line rental for the period of such suspension.

17.2 If the Service is suspended for any of the reasons set out in clauses 16.1.2, 16.1.3 and 16.1.4, you will still be required to pay the monthly line rental without any deductions.

17.3 If we bar your access to the Service for non-payment of invoices, we shall charge you a fee of £35.00 per Mobile Device for reconnection.

17.4 For the avoidance of doubt (but subject to the foregoing provisions of this clause 17), you will not be required to pay anything with respect to suspension of the Service if your access to the Service is barred pursuant to the provisions of clause 16.2.

 

  1. TRANSFERRING THIS AGREEMENT

This Agreement is personal to you and may not be transferred by you to any other person, but please contact us if you want to transfer your SIM Card or Mobile Device. We can transfer this Agreement to someone else if we give you written notice beforehand.

 

  1. OWNERSHIP OF THE SIM CARD AND MOBILE DEVICE NUMBER

19.1 We control the SIM Card and Mobile Device number, although they each belong to the Network Operator. We reserve the right to charge you an administration fee of up to £25.00 for porting or migrating to other service providers and for disconnection from the Network.

19.2 We may change or reallocate your Mobile Device number where required to do so by any UK statutory or regulatory authority.

 

  1. COVERAGE

20.1 Your Mobile Device will only work in the areas covered by the Network you have chosen.

20.2 We cannot guarantee coverage in any particular area as we have no control over this, but you can obtain coverage information from us. The Service may be affected by interference caused by the weather, high buildings, geographical features and tunnels.

 

 

  1. USE OF YOUR DETAILS

21.1 For the purposes of fraud prevention, debt collection, credit management and emergency services provision, you agree that we may disclose information about you and your account with us to debt collection agencies, credit reference agencies, financial institutions, emergency service organizations and other Mobile Device companies. We may also pass your details to third parties in the event that we sell our business, so that you can continue to receive a Mobile Device Service.

21.2 Unless you indicate otherwise on the Order Form, we may also use you details to send you information and other services that we offer that we think you may be interested in.

 

  1. GENERAL

The provisions of Condition 17 of the Conditions (namely 17.1, 17.2, 17.3, 17.4, 17.5, 17.6, 17.7 and 17.8, covering changes to the Conditions, Force Majeure, Notice, Waiver, Entire Agreement, Third Party Rights, Severability and Dispute Resolution/Governing Law respectively), shall apply to this Agreement.

HOSTED SERVICE AGREEMENT

 

DEFINITIONS AND INTERPRETATION

This Service Agreement is to be read in conjunction with the Conditions for Communications Services (the “Conditions”) to which this Service Agreement is attached. All definitions contained within this Service Agreement shall have the same meaning as those set out in the Conditions unless specified below:

3G Break Out Video Call: a Break Out Call which is video that is conveyed from the Customer IP Network via the Carrier IP Exchange to a third generation mobile telecommunications network;

3G Break In Video Call: a Break In Call which is video that is conveyed via the Carrier IP Exchange from a third generation mobile telecommunications network to the Customer IP Network;

Access: access from the Customer IP Network to the Carrier IP Exchange in accordance with one of the methods set out in paragraph 1.4 of Part 1 of Schedule 2 to this Agreement;

Agreement: this Service Agreement;

Break In Call: a Call that is conveyed via the Carrier IP Exchange to terminate on the Customer IP Network originating from:

(a) the Carrier PSTN Network or a Third Party PSTN Network;

(b) a mobile telecommunications network;

(c) an International Destination Network; or

(d) a third party Communication Provider IP Network;

Break Out Call: a Call that is conveyed via the Carrier IP Exchange to terminate on:

(a) the Carrier PSTN Network or a Third Party PSTN Network;

(b) a mobile telecommunications network;

(c) an International Destination Network; or

(d) a third party Communication Provider IP Network;

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

Cancellation Charge: a charge applied to your account (a) when we terminate the Agreement for breach of the Agreement by you; or (b) when you terminate the Agreement prior to the end of the Minimum Term in certain circumstances;

Carrier: the telecommunications network and services provider the Company selects as the Company’s sub-contractor in respect of the IP Exchange Service from time to time;

Carrier Emergency Centre: the premises where the Carrier operators answer Emergency Calls;

Carrier IP Exchange: the interface between the Customer IP Network and the Carrier IP Network or the Carrier PSTN Network which facilitates the IP Exchange Service;

Carrier IP Network: the Carrier’s IP Network;

Carrier Net Access: a bandwidth product which provides access to the internet via points of presence in the UK;

Carrier PSTN Network: the Carrier’s PSTN;

Company or we or us: JDNetworks Ltd;

Company Equipment: any equipment used by the Company to provide any of the Services to the Customer other than the Customer Equipment;

Compatible: able to interoperate with the Carrier IP Exchange and any other relevant equipment, networks and/or systems;

Complex Routing Plan: where the Carrier is required to develop a customised programme to undertake the necessary data changes to cease IP Exchange Services;

Connect To Number: the contact number used to connect to the relevant Emergency Services Organisation;

Customer or you: the customer whose details are set out on the Order Form;

Customer Equipment: any hardware and/or software owned, controlled, licensed or provided by the Customer for the purposes of receiving or using the Services;

Customer IP Network: the Customer’s IP network including all related information technology and telecommunications network cabling and connections owned or leased by the Customer. The Customer’s IP Network shall begin at the network termination point of the Carrier IP Network;

Customer Premises: the Customer’s office(s) or designated location(s) as specified in the Order Form;

Customer Requirements Form: a Customer requirements form in the form stipulated by the Company for the relevant Services, as amended and updated from time to time by the mutual consent of the parties;

Database: the Carrier Wholesale Directory Services Operator Services Information System database (including any replacement system) containing information (including without limitation, names, address and telephone numbers) relating to legal persons who are provided with publicly available telephone services, as maintained by Carrier pursuant to applicable law and made available to third parties (amongst other things) for the purposes of the provision of products and services;

Designated Contact: the Customer’s nominated contact who is authorised by the Customer to request administration and / or technical changes to the Services;

Emergency Call: a Call to 999 or 112;

Emergency Calls Access: the service conveying Emergency Calls as described in Part 2 of Schedule 2 to this Agreement;

Emergency Services Database or ESDB: the 999 or 112 call routing and address database;

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

Hosted IP Telephony Service: the hosted IP telephony service more particularly set out in Schedule 1 to this Agreement;

Initial Port: a Port ordered as part of the Order placed in respect of the Customer;

International Destination Network: a network operated in an overseas country;

Internet: the global data network comprising interconnected networks using the TCP/IP protocol suite;

Interoperability Testing: testing of the Customer Equipment to determine whether the Customer Equipment is Compatible;

Interoperability Testing Slot: a period agreed between the Carrier and the Customer to carry out Interoperability Testing of the Customer Equipment;

IP: internet protocol;

IP Exchange Service: the internet protocol telecommunications interconnect and exchange services set out in Parts 1 and 2 of Schedule 2 to this Agreement;

IP Network: a telecommunications network operated on IP;

National Telephone Numbering Plan: has the meaning in section 56 of the Communications Act 2003;

Neutral Access Point or NAP: a point of connection for the handover of IP Call traffic;

Order Form: the Company’s order form to which this Agreement is attached and which contains details of the Customer’s application for the Services;

Port: a logical connection to the Carrier IP Exchange which conveys a Call;

Port Capacity: the capacity of a Port to convey concurrent Calls;

PSTN: a public switched telephone network;

Scheduled Maintenance: maintenance in respect of the Hosted IP Telephony Service which the Company or the Company’s sub-contractors expect to have to make;

Service: the Hosted IP Telephony Service and the IP Exchange Service, or either one of them;

Service Start Date: the date when an Initial Port commences being able to convey Calls;

Third Party PSTN Network: the PSTN of a third party other than the Carrier;

Video Gateway: a facility (or component) of the IP Exchange Service which facilitates video Calls (including audio video Calls);

VOIP: voice over internet protocol;

VOIP Gateway: a facility (or component) of the IP Exchange Service which facilitates audio (including voice) Calls;

VOIP to VOIP Call: a Call which is conveyed from or to the Customer IP Network from or to the IP Network of another third party end user as an end to end IP Call via the Carrier IP Exchange.

 

COMPANY OBLIGATIONS AND MINIMUM TERM

The Company will provide the Hosted IP Telephony Service and the IP Exchange Service more particularly detailed in the Order Form to the Customer. Subject to the Contract, this Agreement and any Customer Requirement Form(s) prepared in accordance with this Agreement, those Services shall be provided in accordance with the Company’s relevant agent or sub-contractor’s standard specifications and policies and those of their suppliers (as amended from time to time).

Subject to the other provisions of this Agreement, the Contract will come into force on the Commencement Date and the Service will be available for use from the Service Start Date. The Minimum Spend will be as specified on the Order Form. The Minimum Term will run for a period of 12 months from the Service Start Date.

If you fail to reach the annualised Minimum Spend commitment in respect of any Service over the Minimum Term for such Service then we reserve the right to bill you in the month following expiry of the Minimum Term (or immediately on early termination) the difference between the actual amount you spent and the amount you committed to spend pursuant to the Minimum Spend over the Minimum Term.

Subject to the provisions of clause 2.7, if this Agreement or any Service is terminated during the Minimum Term or any agreed term for the relevant Service and you received any contribution towards the costs of any Service or Equipment, as part of the Tariff or otherwise, then we reserve the right to impose a termination charge equal to the original cost divided by the number of the months in the relevant term, multiplied by the number of months remaining in the relevant term.

Unless you terminate the Agreement in accordance with clause 2.6 or you are a consumer or a Small Business Customer (in which case see clause 2.7) then, upon the expiry date of the Minimum Term, or any anniversary of that date thereafter, the Agreement will renew automatically for further periods of 12 months. Unless otherwise agreed in writing, the same Minimum Spend will apply during any such further period of 12 months as applied during the Minimum Term.

Unless you are a consumer or a Small Business Customer (in which case see clause 2.7), you may terminate the Agreement by giving 30 days’ notice in writing to us, such notice to become effective no earlier than the expiry date of the Minimum Term, or upon each anniversary of such date thereafter (as applicable) where the Agreement has renewed automatically pursuant to clause 2.5.

If you are a consumer or a Small Business Customer:

the Agreement will expire automatically upon the expiry date of the Minimum Term, unless you give us written notice of your wish to renew the Agreement at least 30 days prior to the expiry date of the Minimum Term; and

if notice is duly given by you in accordance with the requirements of sub-clause (a) above, the Agreement will be renewed for a further period of 12 months; and

the renewal of the Agreement for any additional periods of 12 months must be effected by your providing appropriate written notification to us at least 30 days prior to each anniversary of the expiry date of the Minimum Term; and

unless otherwise agreed in writing, the same Minimum Spend will apply during any further period of 12 months referred to in sub-clauses (b) and (c) as applied during the Minimum Term; and

the provisions of clause 5 shall be subject to the provisions of this clause 2.7.

The Company shall be entitled to terminate the Contract without liability to the Customer where the Company is advised by its relevant agent or sub-contractor that Hosted IP Telephony Service and/or IP Exchange Service cannot be provided for any reason.

It is a condition precedent to the Contract that Interoperability Testing is carried out prior to any relevant Service Start Date. During the Interoperability Testing Slot the Carrier will conduct Interoperability Testing on the Customer Equipment and Customer IP Network to establish whether it is Compatible. If the Carrier considers this not to be the case, either the Customer or the Company may terminate the Contract with immediate effect by giving written notice to the other party. In the event of any such termination, the Customer shall pay any charges the Company incurs to the Carrier in respect of services they have performed to such date, including any applicable charge for Interoperability Testing.

Notwithstanding the conducting of Interoperability Testing as described in clause 2.9 above, the Customer acknowledges and agrees that it is the Customer’s responsibility to ensure that the Customer provides, manages and maintains the Customer Equipment and the Customer IP Network that will interface with the Company Equipment, any third party (including Carrier) equipment, and the Carrier IP Exchange and Carrier IP Network, and ensure they are Compatible.

If the Customer Equipment or the Customer IP Network is modified or changed in a manner that may have a detrimental impact on the Company Equipment, any Carrier equipment, the Carrier telecommunications network, the equipment or network of another Customer or otherwise, the Customer must provide the Company with 28 days prior written notice and the Company reserves the right to immediately suspend or terminate the Hosted IP Telephony Service and/or IP Exchange Service by notice in this event.

Our liability to you shall be governed by the provisions of Condition 13 of the Conditions and any relevant provision of this Agreement.

Without limiting the generality of clause 2.12 above, Condition 13.2 of the Conditions sets out our aggregate monetary liability to you, whether arising under this Agreement or otherwise.

 

CUSTOMER OBLIGATIONS

The Customer shall:

co-operate in full with the Company in drawing up a fully completed Customer Requirements Form, including specifying in full the Customer’s requirements in respect of the relevant Hosted IP Telephony Service and IP Exchange Service;

permit the Company and the Company’s third party contractors and agents to make any site visits to the Customer Premises during  Working Hours as reasonably required in order to perform the Hosted IP Telephony Service and IP Exchange Service and to install and activate any relevant equipment and cabling, and afford complete and unencumbered access to the Customer Premises, the Customer Equipment and the Customer IP Network in order for them to do so; and

comply with the provisions of the Schedules.

The Customer acknowledges and agrees that:

the Customer will comply with the terms of Part 2 of Schedule 2 (Emergency Calls Access), and the Customer acknowledges and agrees to the limits of the emergency call support provided; and

all information the Customer provides to the Company shall be materially accurate and the Customer shall update the Company promptly in the event that any such information changes so as to ensure the accuracy of the Carrier Emergency Services Database. The Customer acknowledges that the Company may not be able to convey Calls where accurate information is not provided in accordance with this clause;

The Customer further acknowledges and agrees that:

the Customer Equipment requires mains power to make Emergency Calls;

the Customer’s end users are required to confirm/provide their location when making an Emergency Call to enable the correct Emergency Services Organisation to respond; and

an Emergency Call made by VOIP may not receive the same network priority as an Emergency Call made on a mobile network or on a circuit-switched fixed line.

If the Customer uses the Hosted IP Telephony Service and/or IP Exchange Service in any way restricted or otherwise prohibited by the Contract and/or this Agreement, or the Company has reasonable grounds to suspect such use, the Company may take reasonable steps to stop such use, including to suspend the Hosted IP Telephony Service and/or IP Exchange Service or any element of it and/or attenuate Port Capacity immediately by notice to the Customer. If the Company does so, the Customer shall continue to be liable for all Charges which apply to the Hosted IP Telephony Service and IP Exchange Service unless and until the Contract is terminated.

The Company may pass all information in the Company’s possession relating to the Customer on to the Company’s relevant agent or sub-contractor to the extent that the Company is required to do so by applicable law and/or by contract for inclusion in the Database and such information may remain in the Database following termination of the Contract.

The provisions of Conditions 8 of the Conditions shall govern your payment obligations under this Agreement.

 

THE CUSTOMER’S DESIGNATED CONTACT AND TRAINING

The Customer shall ensure that the Customer’s Designated Contact attends all training sessions notified to the Customer by the Company. Any successor Designated Contact may be required to attend further training sessions in respect of the Hosted IP Telephony Service and IP Exchange Service, which will be furnished by the Company at an additional cost to the Customer.

 

TERMINATION

In addition to our termination rights under this Agreement, we may terminate the Agreement or any Service immediately in accordance with Condition 16 of the Conditions.

If this Agreement or any Service is terminated by us in accordance with sub-clauses 16.4.2.1, 16.4.2.2, 16.4.2.3 16.4.2.4 or 16.4.2.5 of the Conditions during the Minimum Term or any agreed term applicable to any Service, we will levy a Cancellation Charge in relation to each relevant Service calculated in accordance with the following:-

each Service for which Periodic Charges are payable – the number of months remaining of the Minimum Term for that Service multiplied by the monthly Periodic Charges; and/or

all Charges other than Periodic Charges – the number of months remaining of the Minimum Term multiplied by the monthly Minimum Spend; and/or

repayment to us of any subsidised charges or any other contribution made by us towards any other costs.

If this Agreement or any Service is terminated by us in accordance with sub-clauses 16.4.2.6, 16.4.2.7 or 16.4.2.8 of the Conditions during the Minimum Term or any agreed term applicable to any Service, we will not levy a Cancellation Charge, but you will be responsible for the payment of any and all outstanding Charges.

Either party may terminate this Agreement in respect of a Service by giving the other party not less than thirty (30) days’ notice in writing to take effect at the end of the Minimum Term for the relevant Service.

In the event that notice of termination pursuant to clause 5.4 is duly given by either party, you must pay:

the Periodic Charges up to the end of the notice period;

all Charges other than the Periodic Charges up to the end of the notice period, including but not limited to any such Charges which may be incurred during the notice period; and

any cease charges which are detailed in the Tariff as being chargeable on termination.

If you want to terminate this Agreement in respect of a Service prior to the end of the Minimum Term for the relevant Service (other than because we have materially altered the terms of this Agreement under Condition 17.1) you must give us at least thirty (30) days’ notice in writing and we will levy a Cancellation Charge calculated in accordance with the following:-

each Service for which Periodic Charges are payable – the number of months remaining of the Minimum Term for that Service multiplied by the monthly Periodic Charges; and/or

all Charges other than Periodic Charges – the number of months remaining of the Minimum Term multiplied by the monthly Minimum Spend; and/or

pro-rata repayment to us of any contribution to upfront or ongoing costs paid by us, and/or

the appropriate notice period charge for each Service, and/or

any applicable cease charges as may be detailed in the Tariff.

If you want to terminate this Agreement in respect of a Service prior to the end of the Minimum Term for the relevant Service because we have materially altered the terms of this Agreement under Condition 17.1, you must either give us written notice of termination, or contact our customer services department specifying your reason for termination, in each case before the change becomes effective. We will not levy a Cancellation Charge, but you must pay the Periodic Charges and all Charges other than the Periodic Charges up to and including the date of termination.

In the event that either party gives notice to terminate the Contract, notwithstanding any term to the contrary, the Company shall determine (acting in accordance with the Company’s reasonable discretion) as to whether a Complex Routing Plan is required in order to cease the Hosted IP Telephony Service and/or IP Exchange Service. In the event that such a Complex Routing Plan is required, the Contract shall terminate in accordance with Condition 5.6.

Without prejudice to the foregoing provisions of this clause 5, termination of this Agreement pursuant to the provisions of clause 5.4 or 5.6 may trigger one-off cease administration fees where any equivalent charges have been levied by our own suppliers.

GENERAL

The provisions of Condition 17 of the Conditions (namely 17.1, 17.2, 17.3, 17.4, 17.5, 17.6, 17.7 and 17.8, covering changes to the Conditions, Force Majeure, Notice, Waiver, Entire Agreement, Third Party Rights, Severability and Dispute Resolution/Governing Law respectively), shall apply to this Agreement.

SCHEDULE 1

HOSTED IP TELEPHONY SERVICE

Internet protocol telephony services comprising the following:

1 Hosted voice-over-internet protocol (VoIP) service

The provision of a hosted VoIP private branch exchange (PBX) telecommunications service to which the Customer connects via the world-wide-web, facilitating internal telecommunications connections (i.e between the Customer’s end users and the Customer Premises).

2 Hosted session initiation protocol (SIP) trunking service

The facility to use the hosted voice-over internet protocol service (as described above) to make external telecommunications connections to the local public switched telephone network via the world-wide-web by means of SIP.

Notwithstanding the foregoing provisions of this Schedule 1, and for the avoidance of doubt, the Hosted IP Telephony Service does not include:

(a) IP Exchange Service;

(b) the provision of telecommunications line(s) and/or related connectivity services to allow the Customer to actually connect the Customer IP Network to that of any relevant third party (including that of the Company’s agents or sub-contractors); or

(c) the provision, maintenance or any other services concerning the Customer IP Network or the Customer Equipment.

All such line(s) and services must be procured separately.

SCHEDULE 2

IP EXCHANGE SERVICE

PART 1 – GENERAL IP EXCHANGE SERVICES

1 SERVICE DESCRIPTION

1.1 The IP Exchange Service conveys VOIP Calls from and to the Customer IP Network via the Carrier IP Exchange to and from:

(a) the Carrier PSTN Network;

(b) Third Party PSTN Networks;

(c) mobile telecommunications networks;

(d) International Destination Networks; and

(e) the IP Network of other third party end users.

1.2 The IP Exchange Service has the following components:

(a) the Carrier IP Exchange VOIP Gateway, which facilitates:

(i) Break Out Calls;

(ii) Break In Calls; and

(iii) VOIP to VOIP Calls.

(b) the Carrier IP Exchange Video Gateway, which facilitates:

(i) 3G Break Out Video Calls; and

(ii) 3G Break In Video Calls.

(c) Emergency Calls Access.

1.3 The IP Exchange Service does not include Access. Products providing Access must be purchased separately and do not form part of the IP Exchange Service.

1.4 Access to the IP Exchange Service may be by the following methods:

(a) via the Internet;

(b) via a Carrier Net Access product;

(c) via direct access through an agreed NAP (Neutral Access Point);

(d) via direct connectivity to an IP Exchange POP site.

1.5 The Customer must operate an IP Network to receive the IP Exchange Service.

2 CALLS NOT CONVEYED

2.1 The Customer must select one of the call barring profiles as shall be notified by the Company to the Customer. Calls will not be conveyed by the IP Exchange Service to the barred number range selected, unless otherwise agreed in writing by the parties.

3 NUMBER PORTING

The Customer acknowledges and agrees that there may be some restrictions and limitations to geographic number portability.

4 SERVICE ASSURANCE AND PROBLEM MANAGEMENT

4.1 In the event of any fault being found in the IP Exchange Service, the Customer must report such fault direct to the Company and not to the Carrier.

4.2 The Company is only responsible for faults affecting The Company Equipment and/or the Carrier Network. If the Company does work to investigate or correct a reported fault and finds there is no fault in the Company Equipment and/or the Carrier’s telecommunications network, the Customer will be liable to pay the Carrier’s and the Company’s reasonable costs for the work carried out.

4.3 The Company will advise the Customer as soon as reasonably practicable when reported faults have been closed.

5 SERVICE CONSTRAINTS

5.1 The Customer acknowledges that some technical limitations with the IP Exchange Service may not become apparent until after the IP Exchange Service has been installed and working for some time. In such circumstances, the Carrier may withdraw the IP Exchange Service or components of the IP Exchange Service, in which case the Carrier may (at the Company’s discretion) credit any relevant Charges paid in advance by the Customer.

5.2 If Call traffic conveyed via the Carrier IP Exchange or the Carrier PSTN Network for onward termination on an International Destination Network is abnormally high then the Carrier or the Carrier’s overseas partner may instigate network management control measures.

PART 2 – EMERGENCY CALL ACCESS

1 EMERGENCY CALL ACCESS

1.1 Emergency Calls Access shall only be supplied and the terms of this Part 2 shall only apply, where Emergency Call Access forms part of the Order Form. The Company shall use reasonable endeavours to convey Emergency Calls in accordance with this Part 2.

1.2 Subject to the provisions of this Part 2, the Carrier shall convey Emergency Calls to one of the relevant Carrier Emergency Centres and, if the geographic location of the Emergency Call can be sufficiently identified, hand over such Calls to an Emergency Services Organisation. This service shall only be available for access where the Emergency call originates from a calling party located in the UK having a telephone number conforming to the National Telephone Numbering Plan, and being either from a geographic number range or from non-geographic number ranges 055,056, 03 or 08.

1.3 For the avoidance of doubt, the Customer may not acquire the Emergency Calls Access component only of the IP Exchange Service.

2 THE COMPANY’S AND THE CARRIER’S OBLIGATIONS

2.1 Subject to the provisions of this Part 2, where Emergency Calls are conveyed to the Carrier IP Exchange, the Carrier shall:

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

(b) liaise and co-operate with the Customer in attempting to resolve problems that may arise and assist the Emergency Services Organisations with requests for call-trace in an attempt to identify the geographic location of the Emergency Call and the Customer’s telephone number if not automatically provided.

2.2 The Carrier shall, based upon the geographic location information available, connect an Emergency Call to the Connect To Number on the Carrier Emergency Centres’ Emergency Services Database shown for the Emergency Services Organisation requested by the Customer.

2.3 If the Carrier receives an Emergency Call for which it is not possible to clearly confirm the geographic location and appropriate Connect To Number, or the information is incorrect or corrupted, the Carrier shall use reasonable endeavours to convey the Call to a Connect To Number for the appropriate Emergency Services Organisation.

2.4 The Carrier shall correct faults which occur in the Carrier PSTN Network or the Carrier IP Exchange Service which affect Emergency Calls in accordance with the Carrier’s normal engineering practices. For the avoidance of doubt, neither the Company nor the Carrier warrants that the Carrier PSTN Network or the Carrier IP Exchange Service is, or will be, free from faults.

2.5 Without prejudice to the foregoing provisions of this Part 2, although the Carrier IP Exchange Service supports 999 public emergency call services and such calls will be routed to the national emergency call handling agents, these services do not operate in the same way as PSTN fixed line 999 public emergency call services and connection to such services may not be possible in the event of a service outage caused by loss of connectivity to the internet for whatever reason. In such circumstances, the Customer is advised to operate a separate line to make the emergency call. In addition, it may sometimes not be possible for emergency services’ personnel to identify the Customer’s geographic location and telephone number, so this information should be clearly and promptly stated when making such a call.

3 THE CUSTOMER’S OBLIGATIONS

3.1 The Customer shall ensure that they provide to the Company, for the use of Carrier operators and Emergency Services Organisations, a mobile telephone number, a non-mobile telephone contact number, (which must both be manned 24/7), and a site address for the tracing of the originated Emergency Call in order to identify the caller’s location (where such tracing is technically possible).

 

 

FIXED LINE TELEPHONY SERVICE AGREEMENT

 

DEFINITIONS AND INTERPRETATION

 

This Service Agreement is to be read in conjunction with the Conditions for Communications Services (the “Conditions”) to which this Service Agreement is attached. All definitions contained within this Service Agreement shall have the same meaning as those set out in the Conditions unless specified below:

“Agreement” means this Service Agreement;

“Calls Service” means the telephone call service specified on the Order Form;

“Cancellation Charge” means a charge applied to your account (a) when we terminate the Agreement  for breach of the Agreement by you; or (b) when you terminate the Agreement prior to the end of the Minimum Term in certain circumstances;

“Customer Premises Equipment” or “CPE” means the network termination point or similar equipment;

“Equipment” means the equipment specified on the Order Form;

“Line Rental Service” means the line rental service specified on the Order Form and includes any Additional Services that we provide to you;

“Location” means the location at which the Line Rental Service is to be provided, as specified in the current address section of the Order Form;

“Order Form” means our order form to which this Agreement is attached and which contains details of your application for the Service;

“Service” means the Calls Service and the Line Rental Service, or either one of them;

“The Company” or “we” or “us” means JDNetworks Ltd;

“The Customer” or “you” means the customer whose company details are set out on the Order Form.

COMMENCEMENT OF THE SERVICE

2.1 Before we can be certain that we can provide you with the Calls and Line Rental Service, we may need to perform the following steps. If we cannot provide you with the Calls and Line Rental Service because one of the following steps cannot be successfully completed we will notify you as soon as possible and this Agreement in so far as it applies to the Calls and Line Rental Service shall terminate with immediate effect. We may need to successfully:

2.1.1 complete a survey of your Location and perform a line test;

2.1.2 install CPE needed for you to use the Calls and Line Rental Service. However, we will not provide or install any other equipment unless expressly agreed in writing; and

2.1.3 activate the Calls and Line Rental Service.

2.2 You will need to provide us with access to the Location and a suitable and safe working environment at the Location so that we can perform the steps set out in clause 2.1 of this Agreement. We may arrange for an engineer to visit the Location to perform these steps and we will agree with you a mutually convenient time for the engineer to visit the Location. We will use reasonable endeavours to ensure that the engineer arrives at the agreed time but we cannot guarantee this. If you do not give the engineer access to the Location within that agreed time you will be charged as set out in the Tariff.

2.3 Your Calls and Line Rental Service may be activated in different stages. Once the steps in clause 2.1 of this Agreement have been successfully completed, we will inform you of the dates on which it is proposed that your Calls and Line Rental Service will be activated, although all such dates are estimates, we cannot guarantee that we will meet them and we will have no liability for any failure to do so.

2.4 As part of the Calls and Line Rental Service we may need to deal with other telecommunications providers on your behalf. To enable us to provide or to continue to provide you with the Calls and Line Rental Service, you hereby authorise us to act on your behalf with your current telecommunications provider and any other relevant telecommunications provider to terminate your existing contract and to obtain any relevant information from your current telecommunications provider and any other relevant telecommunications provider which is necessary for us to provide or continue to provide you with the Calls and Line Rental Service.

2.5 If we need, or a third party authorised by us needs, to supply you with any CPE so that you can access the Line Rental Service you agree at your cost that:

2.5.1 if any CPE needs to be installed at your Location, we may give you some advice on preparing your Location. As a minimum you will need to provide reasonable assistance and supply a suitable location for any CPE we install for you. You will also need to provide us with a connection point to electricity. You will pay us the rates specified in our Tariff for activation or installation of the Line Rental Service on your behalf. We will not be responsible for any losses or damages you may suffer as a consequence of your preparation of your Location;

2.5.2 you will obtain before installation of the CPE all necessary permissions and consents (for example, any consents necessary to make alterations to buildings, permission to cross other people’s land or permission to put CPE on their property);

2.5.3 any CPE installed at your Location will remain our property or that of the third party authorised by us (as the case may be); and

2.5.4 you will not alter, modify, add to or otherwise interfere with in any way any CPE and you agree to indemnify us or any third party authorised by us for any losses or damages which we or such third party may suffer as a result of any loss or damage to the CPE unless such damage is caused by fair wear and tear.

2.6 You agree that our obligation to provide the Line Rental Service depends on your compliance in full with clause 2.5 of this Agreement and that we shall be under no liability whatsoever if we cannot provide the Line Rental Service because you do not comply with that clause. We will notify you when you have been connected to the Line Rental Service. If you already receive line rental services and/or call services from another telecommunications provider, it is the responsibility of your existing provider to continue to provide your line rental services and call services to you until the transfer to the Line Rental Service has been completed.

2.7 If you lease any equipment from your existing telecommunications provider, you will continue to lease that equipment from your existing telecommunications provider under the terms and conditions of your contract with them. We are not responsible for the operation of, or any faults with, this equipment. This will remain the responsibility of your existing telecommunications provider.

 

THE SERVICE

3.1 We will provide the Calls and Line Rental Service to you in accordance with this Agreement and any other instructions or information we may provide to you from time to time.

3.2 Services provided by other telecommunications providers will be automatically removed from your telephone line when we connect you to the Calls and Line Rental Service. You should also be aware that certain services you receive from other telecommunications providers may not be available if we connect you to the Calls and Line Rental Service. However, some of these services may be available to you as Additional Services.
3.3 If you want to connect equipment to the Network other than using a main phone socket you must obtain permission from us first. You must not connect any equipment to the Network which may harm the Network or the equipment of other users of the Network. If you do, you must disconnect such equipment immediately or we will disconnect it for you at your cost and expense.

3.4 We bar indirect access to other networks although nothing shall prevent us, in our discretion, from allowing indirect access provided that we shall not be required to allow such indirect access, nor shall we be held liable for any discontinuation of any indirect access.

 

CHARGES AND PAYMENT

 

4.1 We will bill you with respect to:

4.1.1 the Line Rental Service and any Additional Services monthly in advance unless stated otherwise in the Tariff; and
4.1.2 the Calls Service monthly in arrears; and

 

4.1.3 any other Charges monthly in advance.

4.2 Unless specified by us, where you pay a Periodic Charge which includes use of a Service up to a particular number of minutes for which no further charge is made, any unused time cannot be carried forward from one month to the next.

 

4.3 All calls are to be routed over the Network. Should any calls be routed over any other network with or without your knowledge, other than during a service failure or Network outage that we have notified you of or for any other reason we may agree with you, then we reserve the right to bill you for any resulting additional costs, charges and expenses that we may incur.

4.4 All calls routed over any other network for which you are invoiced by another provider will remain your responsibility. It is your responsibility to advise us if you receive invoices from other providers for services you believe to be with us and you should advise us as soon as you receive these invoices. We shall not be liable for any loss or damages as a result of your being invoiced by other providers (including but not limited to any perceived loss of savings).

 

4.5 We reserve the right to apply a monthly charge for each inbound number which does not carry any traffic for any period of 3 consecutive months. Where this charge has been applied and a number subsequently carries traffic in any month then this charge will not apply to the months where there is traffic.

4.6 We reserve the right to offset any inbound rebates which may be due to you against any amounts you may owe to us. We reserve the right not to pay any inbound rebates until such rebates total a cumulative minimum of £5.00 in any month.

 

PAYMENT

Without limiting any of your obligations under clause 4, the provisions of Conditions 8 of the Conditions shall govern your payment obligations under this Agreement.

 

INTELLECTUAL PROPERTY

6.1 Unless otherwise expressly agreed in writing, the parties will not acquire any rights or licences to each other’s intellectual property rights.

6.2 All intellectual property rights in anything provided to you as part of the Service will remain the property of us or our licensors.

 

YOUR USE OF THE SERVICE

Your use of the Service shall be governed by the provisions of Condition 3 of the Conditions. You agree to report any fault with the Service to us as soon as possible.

 

MINIMUM TERM AND MINIMUM SPEND

8.1 The Minimum Spend will be as specified on the Order Form or Tariff for the Service. The Minimum Term will run for a period of 12 months from the date of activation of the Service.

8.2 If you fail to reach the annualised Minimum Spend commitment in respect of any Service over the Minimum Term for such Service then we reserve the right to bill you in the month following expiry of the Minimum Term (or immediately on early termination) the difference between the actual amount you spent and the amount you committed to spend pursuant to the Minimum Spend over the Minimum Term.

8.3 Subject to the provisions of clause 8.6, if this Agreement or any Service is terminated during the Minimum Term or any agreed term for the relevant Service and you received any contribution towards the costs of any Service or Equipment, as part of the Tariff or otherwise, then we reserve the right to impose a termination charge equal to the original cost divided by the number of the months in the relevant term, multiplied by the number of months remaining in the relevant term.

8.4 Unless you terminate the Agreement in accordance with clause 8.5 or you are a consumer or a Small Business Customer (in which case see clause 8.6) then, upon the expiry date of the Minimum Term, or any anniversary of that date thereafter, the Agreement will renew automatically for further periods of 12 months. Unless otherwise agreed in writing, the same Minimum Spend will apply during any such further period of 12 months as applied during the Minimum Term.

8.5 Unless you are a consumer or a Small Business Customer (in which case see clause 8.6), you may terminate the Agreement by giving 30 days’ notice in writing to us, such notice to become effective no earlier than the expiry date of the Minimum Term, or upon each anniversary of such date thereafter (as applicable) where the Agreement has renewed automatically pursuant to clause 8.4.

 

8.6 If you are a consumer or a Small Business Customer:

 

(a) the Agreement will expire automatically upon the expiry date of the Minimum Term, unless you give us written notice of your wish to renew the Agreement at least 30 days prior to the expiry date of the Minimum Term; and

 

(b) if notice is duly given by you in accordance with the requirements of sub-clause (a) above, the Agreement will be renewed for a further period of 12 months; and

 

(c) the renewal of the Agreement for any additional periods of 12 months must be effected by your providing appropriate written notification to us at least 30 days prior to each anniversary of the expiry date of the Minimum Term; and

 

(d)  unless otherwise agreed in writing, the same Minimum Spend will apply during any further period of 12 months referred to in sub-clauses (b) and (c) as applied during the Minimum Term; and

 

(e) the provisions of clause 9 shall be subject to the provisions of this clause 8.6.

TERMINATING THE AGREEMENT

9.1 We may terminate the Agreement or any Service immediately in accordance with Condition 16 of the Conditions.

9.2 If this Agreement or any Service is terminated by us in accordance with sub-clauses 16.4.2.1, 16.4.2.2, 16.4.2.3 16.4.2.4 or 16.4.2.5 of the Conditions during the Minimum Term or any agreed term applicable to any Service, we will levy a Cancellation Charge in relation to each relevant Service calculated in accordance with the following:-

(a) Each Service for which Periodic Charges are payable – the number of months remaining of the Minimum Term for that Service multiplied by the monthly Periodic Charges; and/or

(b) All Charges other than Periodic Charges – the number of months remaining of the Minimum Term multiplied by the monthly Minimum Spend; and/or

(c) Repayment to us of any subsidised charges or any other contribution made by us towards any other costs.

9.3 If this Agreement or any Service is terminated by us in accordance with sub-clauses 16.4.2.6, 16.4.2.7 or 16.4.2.8 of the Conditions during the Minimum Term or any agreed term applicable to any Service, we will not levy a Cancellation Charge, but you will be responsible for the payment of any and all outstanding Charges.

9.4 Either party may terminate this Agreement in respect of a Service by giving the other party not less than thirty (30) days notice in writing to take effect at the end of the Minimum Term for the relevant Service.

9.5 In the event that notice of termination pursuant to clause 9.4 is duly given by either party, you must pay:

(a)  The Periodic Charges up to the end of the notice period;

 

(b)  All Charges other than the Periodic Charges up to the end of the notice period, including but not limited to any such Charges which may be incurred during the notice period; and

(c) Any cease charges which are detailed in the Tariff as being chargeable on termination.

9.6 If you want to terminate this Agreement in respect of a Service prior to the end of the Minimum Term for the relevant Service (other than because we have materially altered the terms of this Agreement under Condition 17.1) you must give us at least thirty (30) days notice in writing and we will levy a Cancellation Charge calculated in accordance with the following:-

(a) Each Service for which Periodic Charges are payable – the number of months remaining of the Minimum Term for that Service multiplied by the monthly Periodic Charges; and/or

(b) All Charges other than Periodic Charges – the number of months remaining of the Minimum Term multiplied by the monthly Minimum Spend; and/or

(c)  Pro-rata repayment to us of any contribution to upfront or ongoing costs paid by us, and/or

(d) The appropriate notice period charge for each Service, and/or

(e) Any applicable cease charges as may be detailed in the Tariff.

9.7 If you want to terminate this Agreement in respect of a Service prior to the end of the Minimum Term for the relevant Service because we have materially altered the terms of this Agreement under Condition 17.1, you must either give us written notice of termination, or contact our customer services department specifying your reason for termination, in each case before the change becomes effective. We will not levy a Cancellation Charge, but you must pay the Periodic Charges and all Charges other than the Periodic Charges up to and including the date of termination.

9.8 Without prejudice to the foregoing provisions of this clause 9, termination of this Agreement pursuant to the provisions of clause 9.4 or 9.6 may trigger one-off cease administration fees where any equivalent charges have been levied by our own suppliers.

 

ADDITIONAL TERMINATION PROVISIONS

10.1 The provisions of clause 9 shall be without prejudice to the other provisions of this Agreement.

10.2 Upon termination of this Agreement, you shall be responsible for arranging for the Service to be provided by another supplier.

 

LIMIT OF LIABILITY

11.1 Our liability to you shall be governed by the provisions of Condition 13 of the Conditions and any relevant provision of this Agreement.

11.2 Without limiting the generality of clause 11.1 above, Condition 13.2 of the Conditions sets out our aggregate monetary liability to you, whether arising under this Agreement or otherwise.

 

SERVICE AVAILABILITY AND SUSPENSION

12.1 We shall use all reasonable endeavors to provide and maintain the availability of the Service. However, we do not warrant that the Service shall be available without interruption or that it will be free from error. We may suspend the Service immediately if:

12.1.1 The Network fails or if it is being modified, maintained or repaired, or if the Network is unavailable for any other reason; or

12.1.2 We do not receive full and timely payment of any invoices sent by us to you.

 

WHAT YOU MUST PAY IF THE SERVICE IS SUSPENDED

All Charges shall remain due and payable, save that if the Service is suspended for the reasons set out in clause 12.1.1 for more than 3 days in any single month, any Charges that would otherwise be payable for the period of suspension shall not be payable for such period in the relevant month.

 

TRANSFERRING THIS AGREEMENT

This Agreement is personal to you and may not be transferred by you to any other person.

 

USE OF YOUR DETAILS

15.1 For the purposes of fraud prevention, debt collection, credit management and emergency services provision, you agree that we may disclose information about you and your account with us to debt collection agencies, credit reference agencies, financial institutions, emergency service organizations and other companies offering identical or similar Services. We may also pass your details to third parties in the event that we sell our business, so that you can continue to receive the Service.

15.2 Unless you indicate otherwise on the Order Form, we may also use your details to send you information and other services that we offer that we think you may be interested in.

 

GENERAL

The provisions of Condition 17 of the Conditions (namely 17.1, 17.2, 17.3, 17.4, 17.5, 17.6, 17.7 and 17.8, covering changes to the Conditions, Force Majeure, Notice, Waiver, Entire Agreement, Third Party Rights, Severability and Dispute Resolution/Governing Law respectively), shall apply to this Agreement.