Defined term	Meaning
We, us, our, etc	Barclay Communications Ltd, the business named in the Order Form which has entered into this Contract with the Customer. As the context requires, this includes our employees and others acting on our behalf in connection with the Contract.
Customer, you, your, etc	The person named in the Order Form who has entered into this Contract with us. As the context requires, this includes your employees and others acting on your behalf in connection with the Contract.
Contract	This agreement, made between you and us, for the provision of the Equipment and/or Services. Documents forming part of the Contract are set out in the Contract section.

Acceptable Use Policy	Our policy on what we consider to be acceptable use of the Equipment and/or Services. This is published here: https://barclaycomms.com/terms-and-conditions/. We update it from time to time.
Activation Date	The date we start providing the Services to you.
Charges	Charges payable by you under or in connection with the Contract, to include one or more of the following as the context requires: (a) Recurring charges for the Equipment and/or Services as set out in the Order Form. (b) Variable charges for the Equipment and/or Services, such as, for example, out of bundle charges. (c) Any other charges relating to the Equipment and/or Services. (d) Early Termination Charges. This includes, as the context requires, Charges by a Network Operator which are ultimately paid to us in part or in whole.
Commitment Period	The initial, minimum period stated in the Order Form.
Early Termination Charges	Charges that may be payable by you if the Contract is terminated before the expiry of the Commitment Period. Early Termination Charges are made up of: (a) the total value of the Contract, which is the total of the Charges until the expiry of the Commitment Period, less the Charges paid by you up to the date the Early Termination Charges were triggered, plus (b) a sum equal to the average daily variable charges for the three months prior to the trigger of Early Termination Charges multiplied by the number of unexpired days of the Commitment Period, plus (c) if appliable, a sum equal to the full value of all Incentives, plus (d) a fee of £150 per each connection (mobile/landline/broadband) reflecting administrative and operational cost and expense incurred by us due to early termination, which you accept is a genuine pre-estimate of loss.
Equipment	The physical equipment, hardware, apparatus, materials, devices, and related items provided by us and listed in the Order Form (incidental items, such as cables, etc, may not be expressly listed), to include “free of charge” items. As the context requires, this includes reference to part of the Equipment.
Incentives	Any incentive, payment, benefit, or credit, for the benefit of the Customer, as set out in the Order Form, including, for example, a buyout sum, cashback sum, hardware fund, line credit, or Equipment or Services provided free of charge or at a discounted rate.
Insolvency Event	The occurrence of any of the following for either party due to inability to pay debts or insolvency: (a) Insolvency: Suspend or suggesting suspending payment of debts, or unable to pay debts as they fall due, or admitting inability to pay debts, or deemed unable to pay debts within the meaning of article 103 of the Insolvency (Northern Ireland) Order 1989, or to become insolvent. (b) Creditor compromise: Commence negotiations with any creditors to compromise or reschedule debts, or enter into any related agreement. (c) Winding up, administration, or bankruptcy: On filing of a petition, making an application, service of notice, passing of resolution, or making an order for winding up or bankruptcy, or the appointment of an administrator or intention to appoint, in accordance with the Insolvency (Northern Ireland) Order 1989 or equivalent law in the party’s home jurisdiction. (d) Enforcement of security: Steps by a creditor to enforce security against the party’s assets by whatever means on whatever basis, by appointment of receiver or administrator or equivalent, by seeking or taking possession, distress, sequestration, attachment, or otherwise. (e) Cease trading: Suspend or cease carrying on all or substantially the whole of trading or business, or suggesting this.
Network	The telecommunication network and related infrastructure used to provide the Services.
Network Operator	A third party provider of the Network and related services. Where there is more than one, references to Network Operator means the relevant Network Operator.
Network Operator Agreement	Where the Network is provided by a Network Operator, the agreement between you and that Network Operator for the provision of the Network.
Order Form	The order form provided by us and signed by you, setting out the parties, the Equipment and/or Services, the Commitment Period, the Charges, and related information typically included in an order form.
Privacy Policy	Our privacy policy. This is published here: https://barclaycomms.com/terms-and-conditions/. We update it from time to time.
Services	The services which we provide to you as set out in the Order Form. As the context requires, this includes tariffs, telecoms services, connections, any ancillary or incidental services, including, if applicable, services incidental to the supply and installation of the Equipment. As the context requires, this includes part of the Services or one or more of them.
Standard Terms	These standard terms of business which are incorporated into the Contract.

These are the most used definitions in the Contract. Other definitions set out in these Standard Terms relate only to particular sections.
The following interpretation rules apply as the context requires and unless otherwise indicated:
- All headings are used for convenience only and shall not affect the construction or validity of the Contract.
- Words in the singular include the plural and vice versa, as applicable.
- Sections have top level numbering. Clauses have second level numbering. Subclauses have third level numbering. For example, this is section 1, clause 1.3, subclause 1.3.3.
- Reference to “person” includes a natural person (a human) or a legal person (a company, for example).
- The word “including” means “including but not limited to”.
- Reference to “party” or “parties” refer to the one or all parties to the Contract, as the case may be.
- Reference to “law” means common law, statute, regulation, statutory instrument, court order, and/or any other legislation or rule having legal effect. References to any statute, regulation, and/or statutory instrument shall include any re-enactment, modifications, or amendments, for the time being in force.
- Reference to “other sum payable” or equivalent means another sum payable to us in accordance with the Contract, other than the Charges.
- Reference to “liable” means having to pay for loss, cost, or expense or to make amends in some other appropriate and reasonable way.
- Anything expressed to be “in other words” or “for example” or equivalent are for illustrative purposes only, to aid understanding.
- Where a capitalised term or acronym is not specifically defined in the Contract it shall have its industry standard meaning as would be reasonably understood by a customer or supplier of telecommunications or information technology services.
- The use of “and/or” is for convenience. If the Contract is for Equipment only, then the phrase “Equipment and/or Services” means Equipment only. Likewise for Services only. If the Contract is for both, then the phrase means both.
- Periods specified for the delivery of any notice, performance of any obligation, or the completion of any act are to be reckoned in normal days, months, etc.

2 OVERVIEW

Under this Contract we agree to provide the Equipment and/or Services to you, the Customer, and you agree to pay the Charges. The Order Form specifies whether the Contract is for Equipment only, or Services only, or for Equipment and Services, and it sets out the Charges. You and we have various related obligations under the Contract.
The Contract comes into existence and into effect the moment we receive the Order Form, signed by you. The Order Form also sets out the duration of the Contract. The Order Form is normally signed electronically. The Contract continues in existence until it is terminated in accordance with these Standard Terms.
The Contract is made up of the following, in order of priority and importance:
- the Order Form
- these Standard Terms
- technical documents relating to specific Equipment and/or Services and
- any other document referred to in the Contract which is intended be part of the Contract, or any other document expressed to form part of the Contract, unless otherwise indicated.

We will provide you with all documents forming the Contract before it comes into effect, either by email or by publishing them on our website at https://barclaycomms.com/terms-and-conditions/. We update it from time to time. By publishing documents on our website you acknowledge that you have notice of relevant documents and that we do not have to provide these direct. You should download or print relevant documents for your future reference.

By entering into the Contract you expressly acknowledge, confirm, and agree that:
- you are engaging with us as a business and not as a consumer
- the Contract governs the relationship between the parties
- you have authority to enter into the Contract and you are able to fulfil your obligations under it and
- you require the Equipment and/or Services for your own use in your trade or profession.
You expressly acknowledge and confirm that the Contract provides adequate information regarding contract requirements, price, conditions, duration, modifications, termination, and notifications, in order to make an informed choice suitable to your needs. In particular, and without prejudice to any other provision of the Contract:
- If you are an organisation with 10 or fewer individuals (whether as employees, volunteers, or otherwise) you expressly agree that the related provisions of Part C of Ofcom’s General Conditions of Entitlement are replaced by the provisions of the Contract to the fullest extent possible. We provide further details on the Order Form of the Ofcom provisions in question, and by signing the Order Form you acknowledged you made an informed decision in this regard.
You should read the Contract and these Standard Terms to ensure you understand their effect. In particular:
- You have a duty to cooperate with us.
- We remain owner the Equipment until it is paid for in full, or until you pay all the Charges.
- We can suspend or restrict your use of the Equipment and/or Services if you fail to comply with the Contract.
- The Charges will increase in line with inflation.
- You may have to pay Early Termination Charges if you move to another provider or otherwise exit the Contract early.
- We limit our liability under the Contract in order to protect our business.

3 OUR GENERAL OBLIGATIONS

We will provide the Equipment and/or Services to you, and we will fulfil our obligations, in accordance with the Contract in consideration of your paying the Charges and fulfilling your obligations under the Contract.
We will provide the Equipment and/or Services using reasonable skill and care, and we will perform our work to the level of a competent industry provider, using appropriate skills and experience, having regard to the nature and extent of the Equipment and/or Services being provided.
In providing the Equipment and/or Services, we will use reasonable endeavours to ensure that they fault-free, secure, and uninterrupted. However:
- We do not guarantee or warrant this will always be the case.
- The Equipment and/or Services include sophisticated electronic technologies.
- Faults, security issues, outages, and equivalent events can happen from time to time.
- You acknowledge this and you agree to act reasonably if such events occur.
- We will seek to minimise interruption to you.
- You accept that, in respect of such events, we are not liable and they do not provide grounds to terminate the Contract.
We are entitled to change the way we provide the Equipment and/or Services, provided that any change does not materially impact the provision of the Equipment and/or Services.
We will use reasonable endeavours to provide the Equipment and/or Services within time periods and/or by any date which we indicate to you but, expect where explicitly stated in the Contract, time is not of the essence in respect of the Equipment and/or Services, and we have no liability for any failure to meet any date or perform any of our obligations within the time period indicated.
We will use reasonable endeavours to ensure that the benefit of any third party warranty or guarantee regarding the Equipment and/or Services is passed to you.
We will comply with all applicable laws.
We have other obligations elsewhere in the Contract relevant to specific sections.

4 CUSTOMER GENERAL OBLIGATIONS

You agree to cooperate with us in all matters relating to the Contract, to provide us with whatever reasonable assistance we require, including for the supply, installation, and maintenance of the Equipment, and/or the performance of Services, and you agree to follow our reasonable instructions.
You must ensure that the Order Form is complete and accurate.
You agree to provide us with such information and/or materials as we reasonably require, and to ensure that such information is accurate in all material respects.
We use third parties to assist us in providing the Equipment and/or Services. You agree to this, and to provide whatever cooperation, assistance, information, and/or consent that may reasonably be required, either at our request, or that of the relevant third party. You authorise us to act on your behalf in order to deal with relevant third parties. Other than Personal Data (which is dealt with in a separate section), you permit us to share any information about you that is reasonably required by a relevant third party in connection with the provision of the Equipment and/or Services.
Where applicable, you must obtain and maintain all necessary licences, permissions, and consents which may be required and which we do not otherwise provide. We will normally inform you what is required in this regard.
You must provide us and/or anyone acting on our behalf with access to your premises as reasonably required, and ensure, to the extent that it is in your control, that those attending your premises are treated appropriately, that they are able to perform their work without hindrance or interference, and that all appropriate health and safety measures for their protection are in place during their visit.
You agree to procure and ensure that users of the Equipment and/or Services under your control and/or acting on your behalf comply with the Contract and your obligations under the Contract to the extent applicable to them. If a user is in breach of any obligations under the Contract, then you will be in breach.
You must ensure that any hardware and/or software not provided by us which you use is properly installed, fit for purpose, properly licensed, and compatible with the Equipment and/or Services.
You must use the Equipment and/or Services with reasonable care and only for its intended purpose, in accordance with any relevant operating instructions or manufacturer’s instructions.
You agree to comply with our Acceptable Use Policy and all applicable laws.
If you enter into a Network Operator Agreement, you must comply at all times with your obligations under that agreement. Where there is a conflict between the Contract and Network Operator Agreement, the Contract takes precedence.
You agree not to use the Equipment and/or Services for any purpose that:
- may be offensive, abusive, a nuisance, illegal, fraudulent
- may be used for the transmission of material that contains software viruses or any other disabling or damaging programs
- may cause the Network to be impaired or damaged
- may interfere with other users’ use of the Network or of any part of the Services, or
- is not in good faith and consistent with your normal business practices.
You have other obligations elsewhere in the Contract relevant to specific sections.

5 EQUIPMENT

This section applies when we are providing Equipment only, or when we are providing Equipment and Services. It relates to the Equipment in terms of ordering and delivery, quality, and ownership and possession.

Ordering and delivery

We will provide the Equipment as set out in the Order Form. You are responsible for ensuring that the Equipment is suitable and appropriate for your needs, intended use, and requirements. We provide no warranty as to the suitability or fitness for purpose of the Equipment relative specifically to you. We will discuss your options with you before we provide you with the Order Form for signature, but if, for example, you purchase too many or the wrong devices, this is your responsibility.
With regard to delivery:
- We shall arrange for delivery of the Equipment to the postal address of your premises set out in the Order Form, or another location agreed in writing.
- The Equipment may be delivered in more than one delivery.
- Delivery shall be deemed complete on the arrival of the Equipment at the address for delivery.
- You will be liable for the cost of delivery.
Times and/or dates for delivery are indicative only. Time for delivery shall not be of the essence. If delivery is delayed:
- We shall not be liable for any delay in delivery that is caused by something beyond our reasonable control, by any failure by you to provide us with adequate delivery instructions, and/or any failure by you to take delivery of the Equipment.
- Delayed delivery for whatever reason will in not in itself give you the right to refuse to take delivery and/or terminate the Contract.
When we notify you that the Equipment is ready for delivery, if you fail to accept or take delivery within 5 days thereafter, and/or if you fail to provide within that time any instructions, documents, licences, consents, authorisations required to enable delivery, then:
- delivery shall be deemed complete 7 days following our notification, and
- we shall store the Equipment until actual delivery takes place and you shall pay all related cost or expense.
You must inspect the Equipment on delivery. In the event of any fault, error, or damage, you must:
- notify us in writing as soon as possible, and in any event within 7 days of delivery, and
- provide photographic or other evidence.
If the fault, error, or damage was not your fault, we shall replace or repair the Equipment, as appropriate, and arrange for redelivery.
Unless otherwise agreed, if the Equipment has not been delivered within 7 days of the Contract coming into effect, and if we have not provided you with notification of delivery in accordance with this section, you must inform us in writing without delay. If we do not hear from you, delivery will be deemed to have been complete 14 days after the Contract coming into effect.

Quality

We confirm that the Equipment shall be free from any third party rights or encumbrances unless otherwise set out in the Order Form or otherwise indicated.
The Equipment, where new, may be provided with the benefit of and subject to the manufacturer’s warranty and guarantee (details of which may be provided with the Equipment or available on the manufacturer’s website).
Except as provided in this section:
- we are not liable for the failure of the Equipment to comply with the applicable manufacturer’s warranty
- we have no obligation to exchange, repair, or replace the Equipment, or to provide any refunds, and
- all other conditions, warranties, or other terms regarding the quality and/or fitness of the Equipment which might have effect between the parties or be implied or incorporated into the Contract, whether by law or otherwise, are excluded to the fullest extent of the law.
If the Equipment becomes faulty during the manufacturer’s warranty period and if the fault is covered by the warranty, you must report the fault to us as soon as you become aware, and we shall assist you in making a claim to have the Equipment repaired or replaced by the manufacturer. You must cooperate with us and follow our instructions in this regard, and you agree to pay any related cost or expense.
If we or the manufacturer decide that the fault is not covered by the manufacturer’s warranty, you will remain liable for any sums outstanding in respect of the Equipment. We will assist you getting the Equipment repaired or replaced, but this will be at your cost and risk.

Ownership and possession (title and risk)

Risk in the Equipment passes to you on completion of delivery. On delivery you will be deemed to take possession of the Equipment. At that point you become responsible for taking care of it and insuring it.
We remain the owner of the Equipment until ownership (legal and beneficial, also known as “title”) has passed to you. Ownership only passes to you in one of the following circumstances:
- You have been invoiced for the value of the Equipment and we have received payment in full.
- When we receive payment of all the Charges reflecting the full value of the Contract, to include if applicable Early Termination Charges and any other sum payable.

The full value of the Contract means the all the Charges due up to the expiry of the Commitment Period.

Whilst you may make full use of the Equipment in the ordinary course of business, until ownership had passed to you:
- From delivery you must insure the Equipment for its full replacement value for our benefit.
- The Equipment is held by you on a fiduciary basis, and you are to act as our bailee.
- You must ensure the Equipment remains separate from all other goods to the extent that it remains readily identifiable as our property.
- Do not remove, deface, or obscure any identifying mark on or relating to the Equipment.
- You must maintain the Equipment in satisfactory condition.
- You must notify us immediately if you experience an Insolvency Event.
- You must not sell or otherwise part with possession of the Equipment.
- At our request you must provide us with information relating to the Equipment as we may require from time to time.
Whilst we remain owner of the Equipment, if you are in material breach of the Contract, or if you experience an Insolvency Event, or if we reasonably believe that you will experience an Insolvency Event, then, without limiting any other rights or remedies we may have, we may, at any time:
- require you, at your own cost and risk, to return the Equipment without delay, or
- enter your premises, or that of a third party where the Equipment may be stored or held, to reclaim it without further notice, and you hereby grant an irrevocable licence to allow us or someone acting on our behalf to enter your premises accordingly.
Whilst we remain the owner, if any third party seeks to assert rights or claims against you or the Equipment, you shall inform them that the Equipment is owned by us and is subject to our reservation of title and that it does not belong to you. At your own cost you shall pursue or defend any claims in order to protect our reservation of title.
You are solely responsible for ensuring the backup of any important or confidential data stored on the Equipment whilst it is in your possession. We are not liable if, the Equipment having been retuned to us for any reason, such data is lost or corrupted.
Without prejudice to any other rights and obligations under the Contract, you acknowledge and agree that, whilst we remain owner of the Equipment, we have the right to block, suspend, blacklist, or otherwise prevent the Equipment from being used, in whole or in part, if and for so long as:
- you are in breach of any of your obligations under the Contract
- if applicable, you are in breach of any of your obligations under any other contract between you and us, or between you and any of our group companies or businesses.
If we have blocked, suspended, blacklisted, or otherwise prevented the Equipment from being used:
- If the Contract has been terminated, we will continue to exercise this right until all Charges and any other sum payable in accordance with the Contract have been paid in full, at which point we will restore use of the Equipment as soon as possible.
- If the Contract has not been terminated, once you have remedied the relevant breach, and subject to our express agreement, we will restore use of the Equipment as soon as possible.
- We will not be liable, and you will be liable, for any loss or expense incurred.
- The Charges will remain payable in full notwithstanding that you will be unable to use the Equipment and/or Services.

6 SERVICES

This section applies when we are providing Services only, or when we are providing Equipment and Services.
We will provide the Services as set out in the Order Form. You are responsible for ensuring that the Services are suitable and appropriate for your needs, intended use, and requirements. We provide no warranty as to the suitability or fitness for purpose of the Services relative specifically to you. We will discuss your options with you before we provide you with the Order Form for signature, but if, for example, you purchase too many mobile numbers, this is your responsibility.
The Services will start on the Activation Date. The Activation Date may be after the Contract comes into effect because you and we may need to do certain things before the Services can start. For example, technical or other information may be required from your previous provider or third parties, or we may need to carry out surveys, or equipment may need to be delivered or installed. In any event, the Activation Date will be as soon as possible after the Contract comes into effect, or otherwise by agreement with you.
The Charges relating to the Services will start on the Activation Date. In other words, you will only start paying for the Services once they are available to use. However this clause does not apply if the Contract is terminated beforehand.
Services of the same type will normally start on the same Activation Date. It may be the case that the Activation Date for one or more of the Services is different.
The Commitment Period starts on the Activation Date. If the Activation Date for one or more of the Services is different, they will have different Commitment Periods. However this clause does not apply if the Contract is terminated beforehand.
The Services shall continue for the duration of the Commitment Period and continue thereafter until the Contract is terminated in accordance with provisions set out in these Standard Terms.
Within a reasonable time before the expiry of the Commitment Period we shall notify you that the Commitment Period is coming to an end. We shall discuss with you at that stage your options for continuation of the Contract, or renewal. If you renew with us, we shall enter into a new contract with you.
Depending on the Services you chose to purchase, we may directly provide the Network, or it may be provided directly by a Network Operator. The Order Form will confirm who is providing the Network.
If the Network is provided directly by a Network Operator:
- In order to access the Network, you must enter into the Network Operator Agreement at or around the same time as you enter into the Contract.
- The Network Operator Agreement will run in parallel with the Contract, and will mirror the Contract in terms of the Services, the Charges, and the Commitment Period.
- We will arrange for you to enter into the Network Operator Agreement.
- You must comply with your obligations under the Network Operator Agreement, and you are required to do so under the Contract, but such obligations are separate and distinct from your obligations under the Contract.
- The Network shall be supplied by the Network Operator in accordance with the terms of the Network Operator Agreement.
- You agree not to vary the Network Operator Agreement without our prior written consent.
- You will continue to deal with us in respect of all material aspects of the Services for the duration of the Contract.
- You irrevocably appoint us as sole and exclusive agent in respect of all dealings with the Network Operator, to include, but not limited to, upgrades, tariff changes, hardware, number porting, and billing.
- You shall not instruct the Network Operator or any third party to assume management of the Services, nor accept any offer from the Network Operator to do so, without our prior written consent.
- Other than the Network, we will provide all aspects of the Services, to include customer support and related ancillary services, and you must contact us in the first instance regarding any issues.
You acknowledge that:
- We are not a party to the Network Operator Agreement and we have no liability in relation to it or any breach of it by you or the Network Operator.
- We do not provide any warranty in respect of the terms of the Network Provider Agreement.
- For the avoidance of doubt however, your material obligations under both the Contract and the Network Provider Agreement will not be duplicated.
- In particular, for example, with regard to the Charges, the Network Provider may invoice these to you and on payment reimburse us, or we may invoice them. In any event, there will only be one set of Charges.
We reserve the right, on providing you 30 days’ written notice, to change the Network Provider and to migrate the Services to a different provider (including us), subject to their being no materially prejudice to you and the new service being materially similar in price and technical specification. You agree to provide all necessary assistance (including signing porting or migration forms) to facilitate such a move.
If we directly provide the Network, we will facilitate your access to the Network. We will continue to provide access for the duration of the Services. Access and continued access is subject to all other terms of the Contract.
We or relevant third parties may change the Services without liability (for example, to introduce or remove aspects or certain features, or replace Services with an equivalent product) at any time:
- if it is a legal or safety requirement or equivalent required to do by law
- if any other third party used to provide the Services makes changes, or
- for any other reason provided the change does not materially adversely affect the nature or quality of the Services in terms of your ability to use them.

7 CHARGES AND PAYMENT

You will pay the Charges for the Equipment and/or Services as set out in the Order Form, and any other sum payable.
The Charges and any other sum payable are exclusive of VAT. You will pay VAT in addition. If any further sales taxes, custom duties, withholding taxes, or any similar charges or taxes apply, you will pay these too.
You are solely responsible for payment of the Charges and any other sum payable, and they remain payable whether or not you use the Equipment and/or Services, or whether someone else does. This includes all Charges and any other sum payable resulting from unauthorised or fraudulent use.
We will invoice you the Charges and any other sum payable on the following basis:
- Charges for Equipment: On or after the date on which you sign the Order Form.
- Charges for recurring elements of the Services: Monthly in advance unless otherwise agreed.
- Charges for variable elements of the Services: Monthly in arrears unless otherwise agreed.
- Any other sum: On or after the date on which it is incurred.
We may invoice you for any reasonable administration or other charge or expense we incur as a result of your providing materially inaccurate or incomplete information in respect of any aspect of the Contract.
Our invoicing process is as follows:
- We will invoice you by email only.
- You will pay the full amount of the invoice by the due date for payment as set out in the invoice, which is normally 30 days from the date of the invoice.
- All payments to us are to be made by Direct Debit to our nominated UK bank account unless otherwise agreed.
- You will provide us with a signed Direct Debit mandate and you authorise us to collect payment of any invoice by way of Direct Debit, monthly or otherwise, recurring or otherwise.
- We will normally collect payment by Direct Debit on the last working day of the month.
- If payments are made otherwise than by Direct Debit, an additional payment processing charge of £15 per invoice is payable.
- In the event of a failed Direct Debit payment, other electronic payment, or cheque, an additional payment processing charge of £15 per invoice is payable.
If you enter into a Network Operator Agreement, some or all of the Charges may be invoiced on our behalf by the Network Operator. The Network Operator will invoice you in accordance with their procedures as set out in the Network Operator Agreement. You must pay those invoices in accordance with that agreement. The Network Operator will thereafter reimburse us. If you have any issues regarding Network Operator invoices you must contact us in the first instance.
You will pay the Charges and any other sum payable in full without any setoff, deduction, counterclaim, judgment, or withholding, except as required by law. Neither the Charges or any other sum payable are refundable.
Time is of the essence in respect of payment of our invoices. This means that, if you fail to pay an invoice by the date due for payment, you will be in material breach and we may terminate the Contract in accordance with the Termination section.
We may, without prejudice to our other rights and remedies, setoff any amount you owe us against any amount we owe you, whether arising out of the Contract or otherwise.
If you fail to pay an invoice by the date due for payment, we may charge and you agree to pay interest and relevant fees in accordance with the Late Payment of Commercial Debts (Interest) Act 1998. As at the date of these Standard Terms, this Act provides for:
- a rate of interest of 8 per cent above the Bank of England base rate
- compensation of between £40 to £100 per invoice, and
- reasonable costs of recovery.
We may assess your creditworthiness before and during the Contract. If so:
- If we request, you will provide us with whatever reasonable information is required to satisfy our assessment of your creditworthiness.
- We may withdraw any credit in any form which we have provided to you.
- If we request, you will pay all issued invoices immediately.
- If we request, you will pay the Charges in advance.
- If we request, you will provide a guarantee as security for payment, and/or pay a security deposit, to be applied in respect of future invoices.
If you dispute our invoice:
- You must pay the undisputed portion of the invoice in accordance with the Contract.
- You must notify us in in writing as soon as possible, and in any event before the due date for payment of the invoice.
- You must set out full particulars of the dispute, and provide relevant supporting evidence.
- We will investigate the matter as quickly as possible, and will ask you for more information if appropriate.
- If we accept that the invoice was wrong, we will issue a credit note to correct the matter.
- If we decide the invoice is correct, we will notify you in writing and you will pay it in full within 7 days thereafter.
If you do not dispute our invoice in accordance with this Section, you are deemed to fully accept it.

Charges increase

The Charges will increase in April each year to allow for the impact of inflation on the following basis:
- We will use an official inflation rate index for December of the previous year, as published by the UK Government.
- The Charges will increase by the index rate plus 4 per cent.
- If the index rate is negative, the Charges will increase by 4 per cent.

Charges increase example:

Index rate for the prior December 3 per cent, plus additional 4 per cent, means a 7 per cent increase.
Based on original Charges of £10 per month, this increase would amount to an extra 70p per month.
Charges would therefore rise from £10 per month in your March invoice, to £10.70 per month in your April invoice.
- We remind you of the increase at least one month before it is applied. We will normally do this in our invoices.

8 SUSPENSION

The provisions in this section are without prejudice any other provisions of the Contract regarding suspension and/or breach.
The Equipment and/or Services may be restricted or suspended:
- for any maintenance, modification, improvement, or technical issue which needs to be resolved, and/or
- to implement any changes made in accordance with the Contract.
If the Equipment and/or Services are restricted or suspended in accordance with the preceding clause:
- if the restriction or suspension continues for more than 7 days, if you are prevented in whole or in part using the Equipment and/or Services, the Charges will not be payable for the period of interruption, and
- we will not be liable as a result of the restriction or suspension.
We may restrict or suspend the Equipment and/or Services if:
- you are in breach of any of your obligations under the Contract (including failing to pay an invoice on time)
- we are prevented from or delayed in performing any of our obligations under the Contract due to something you have done or failed to do
- if you experience an Insolvency Event, or if we reasonably believe that you will experience an Insolvency Event, and/or
- if applicable, you are in breach of any of your obligations under any other contract between you and us, or between you and any of our group companies or businesses.
If the Equipment and/or Services are restricted or suspended in accordance with the preceding clause:
- you will continue to be liable for the Charges and any other sum payable for the period of interruption, and
- you will be liable as a result of the restriction or suspension.
Restriction or suspension under this section includes the right to block, suspend, blacklist, or otherwise prevent the Equipment and/or Services from being used, in whole or in part.
We shall keep all restrictions and suspensions to a minimum and we will normally notify you in advance if reasonably practicable.

9 VARIATION

This section is without prejudice to any other provisions of the Contract regarding variation, changes, and/or amendment.
The Charges and Payment section provides for an increase in the Charges. The increase is part of the terms and is agreed by the parties on entering into the Contract, and therefore is not a variation or modification.
If you are an organisation of more than 10 individuals (whether as employees or volunteers or otherwise), we may amend the Contract (including the Charges) at any time. We will notify you in writing at least one month in advance of any amendments.
If you are an organisation of 10 or fewer individuals (whether as employees, volunteers, or otherwise), we may amend the Contract (including the Charges) at any time only if the amendment does not result in a material detriment to you, or if it is of a purely administrative nature, or is imposed by law. We will normally notify you in writing at least one month in advance of any amendments.
No other variation of the Contract will be effective unless it is in writing and signed by the parties.

10 TERMINATION

You or we may terminate the Contract only in accordance with the provisions of this section, unless otherwise agreed in writing.
The whole of the Contract can be terminated, or part of it. In other words, one or more or all of the Equipment and/or Services can be terminated. For partial termination, as the context requires, the “Contract” means the relevant Equipment and/or Services being terminated, unless otherwise indicated.
Termination of the Contract will be without prejudice to any rights or liabilities accrued by either party prior to or at the point of termination. This section does not limit the rights and obligations of either party set out elsewhere in the Contract.
The Contract does not automatically terminate on the expiry of the Commitment Period. In effect, after the expiry of the Commitment Period, the Contract continues on a rolling basis with a term equivalent to your billing frequency. If you or we wish to terminate the Contract on expiry of the Commitment Period or thereafter, then notice must be given in accordance with this section.

Termination for convenience

You may terminate the Contract at any time on the following basis:
- If you are an organisation of 10 or fewer individuals (whether as employees, volunteers, or otherwise), you must give us notice of termination in writing, stating a termination date which is at least one month but no more than three months from the date you give us notice.
- Otherwise, you must give us notice of termination in writing, stating a termination date which is at least 12 months but no more than 15 months from the date you give us notice.
- You must specify in the notice whether you are terminating the Contract in whole or in part, and if in part the element of the Equipment and/or Services. If not specified, it is assumed the whole Contract is being terminated.
- You must pay any outstanding invoice in full.
- You must pay any other sum payable in full.
- If the termination date is before the expiry of the Commitment Period, this will trigger your liability to pay Early Termination Charges.
- We will invoice you for the Early Termination Charges, and you must pay this in full.
If you use a Porting Authorisation Code (PAC) to move to another provider, you will be deemed to have given notice to terminate for convenience. The preceding clause applies, with the necessary changes having been made, save that any invoices or other sum payable will be due immediately.
We may terminate the Contract at any time on the following basis:
- We will give you notice of termination in writing, stating a termination date which is at least one month after the date of our notice.
- We will specify in the notice whether we are terminating the Contract in whole or in part, and if in part the element of the Equipment and/or Services. If not specified, it is assumed the whole Contract is being terminated.
- You must pay any outstanding invoice in full.
- You must pay any other sum payable in full.
- You will not be liable for any Early Termination Charges.

Termination for breach

We may terminate the Contract at any time with immediate effect by written notice if:
- you fail to pay our invoice by the date due for payment
- the invoice has not been disputed in accordance with the invoice dispute provisions of the Contract
- we have sent you a written reminder that payment is overdue, and
- the invoice remains unpaid in whole or in part more than 14 days after sending our reminder.
We may terminate the Contract at any time with immediate effect by written notice if:
- two or more of our invoices are overdue in whole or in part and have not been disputed in accordance with the invoice dispute provisions of the Contract, or
- two or more of Network Operator invoices are overdue in whole or in part and have not been disputed.
For the avoidance of doubt, failure to pay as set out in in the preceding the clauses of this section constitutes a material breach of the Contract which is no longer capable of remedy.
You or we may terminate the Contract with immediate effect by written notice for the following reasons:
- The other party commits a material breach of any of the terms of the Contract, which cannot be remedied.
- The other party commits a material breach of any of the terms of the Contract and, if such breach can be remedied, fails to remedy the breach within 14 days of being notified in writing. The notifying party must stipulate in writing the relevant provision of the Contract, how it has been breached, and the steps to be taken to remedy the position.
- The other party experiences an Insolvency Event.
We may terminate the Contract at any time with immediate effect by written notice if your financial position deteriorates to such an extent that in our opinion you are or will be unable to fulfil your obligations under the Contract.
Any Insolvency Event is deemed to be a material breach incapable of remedy. Financial deterioration on your part referred to in the preceding clause is also deemed to be a material breach incapable of remedy.
If we terminate the Contract due to your failure to pay, or for any other material breach by you, or for your Insolvency Event:
- You must pay any outstanding invoice in full immediately.
- You must pay any other sum payable in full immediately.
- If termination takes place before the expiry of the Commitment Period, this will trigger your liability to pay Early Termination Charges.
- We will invoice you for the Early Termination Charges, and you must pay this in full immediately.
If you terminate the Contract for material breach by us or our Insolvency Event:
- You must pay any outstanding invoice in full.
- You must pay any other sum due under the Contract in full.
- You will not be liable for any Early Termination Charges.

Termination of the Network Operator Agreement

To the extent that the Network Operator Agreement is terminated for whatever reason, we reserve the right to terminate the Contract to the same extent.
If the Network Operator Agreement is terminated for convenience, and if the Contract is also terminated, the payment obligations in the preceding clauses in this section on termination for convenience apply, with the necessary changes having been made. For example, if you terminate then you must pay any outstanding invoices and any another other sum payable and, if applicable, Early Termination Charges.
If the Network Operator Agreement is terminated for breach or insolvency, and if the Contract is also terminated, the payment obligations in the preceding clauses in this section on termination for breach apply, with the necessary changes having been made. For example, if the Network Operator terminates due to your breach, and if the Contract is also terminated, then you must pay any outstanding invoices and another other sum payable and, if applicable, Early Termination Charges.

Equipment and consequences of termination

On termination, we may exercise our right to recover the Equipment, as set out in the Equipment section above.
Where the Equipment was not subject to any Charges as set out in the Order Form, or where it was supplied free of charge:
- Instead of recovering the Equipment we may ask you to pay a sum equal to the value of the Equipment at the date of the Order Form.
- We will invoice you for this sum, which you must pay immediately.
- Upon payment, ownership of the Equipment will pass to you in accordance with the Equipment Section.

Other consequences of termination

If the Contract is terminated before the Activation Date or before that date has been notify or agreed, the Charges and the Commitment Period will start from the date the Contract came into effect, even though the Services have not started. This means that, for example, if you terminate for convenience before the Activation Date and before any Charges have been invoiced, you will be liable to pay Early Termination Charges equal to the Charges for the full Commitment Period.
If the Contract is terminated and you wish to transfer to another provider, we will provide reasonable assistance to you in respect of the transfer of services in accordance with standard industry practice.
Save as otherwise provided, on termination the Services will cease, all invoices and any other sum payable to us shall be due and payable immediately.
Termination for whatever reason shall not affect any provisions of the Contract which are:
- of a continuing nature, and/or
- which are necessary for their interpretation and/or enforcement.

11 LIMITATION OF LIABILITY

This section limits our liability. We can only provide the Equipment and/or Services if we are able to control our risk in accordance with the provisions below and elsewhere in the Contract.
We will not be liable if we do something, if we delay, and/or fail to do something which is a breach of our obligations under the Contract to the extent that our conduct is due to:
- your doing something, or delaying, and/or failing to do something, whether it is a breach of your obligations or not
- any third party doing something, delaying, and/or or failing to do something which they need to do, and/or
- anything imposed by law.
Without prejudice to any other provision of the Contract, our liability to you whether in contract, tort (including negligence), breach of statutory duty, or otherwise, is limited as follows:
- Exclusion of indirect and consequential loss: We are not liable for any indirect, incidental, special, punitive, or consequential damages, including, but not limited to, loss of profits, loss of revenue, loss of anticipated savings, loss of business opportunities, loss of goodwill, or loss or corruption of data, regardless of whether such losses were foreseeable or if we were advised of the possibility of such damages.

Financial cap: Our total liability to you for all claims arising from or in connection with the Contract will not exceed 100 per cent of the total amount you have paid to us under the Contract in the 12 months preceding the breach.

Service interruptions and downtime: We are not liable for any loss or damage resulting from any interruption, suspension, or termination of the Services, including any network failures, transmission errors, or delays due to network capacity issues, where such interruptions are beyond our reasonable control.

Limitations for third party services: Where we rely on third parties to provide the Equipment and/or Services, we are not liable for any failure or delay caused by those third parties.

However, nothing in the Contract limits or excludes our liability for death or personal injury caused by our negligence, fraud or fraudulent misrepresentation, and/or any other liability which cannot be excluded or limited under law.
You are required to take all reasonable steps to mitigate any loss or damage that may arise from any claim under the Contract.
The remedies provided in the Contract are your sole and exclusive remedies for any claims under the Contract.
If you bring legal proceedings against us arising directly or indirectly out of the Contract, you must issue and serve the proceedings on us within 2 years of the date on which the cause of action accrued. Otherwise all legal proceedings against us will be time-barred.
Your obligations to pay the Charges and any other sum payable are not affected by this section.
Any warranties, conditions, terms, or anything else implied or imposed by law regarding obligations on us or rights for you which are not dealt with under the Contract, if they can be excluded by agreement, then they are excluded from the Contract to the fullest extent permitted.

12 INCENTIVES

Without prejudice to any other relevant provisions of the Contract, we provide Incentives in accordance with this section.
If we have agreed to provide an Incentive, details will be set out in the Order Form or otherwise agreed in writing.
Unless otherwise agreed, an Incentive will only accrue and will be released or made available to you via your invoice in equal amounts spread across the Commitment Period.
Where an Incentive takes the form of a payment to you and if you are VAT registered, you must provide us with a VAT invoice at least 30 days in advance of payment.
An Incentive ceases to accrue and expires on termination of the Contract. Depending how the Contract is terminated, you may have to pay on termination a sum equal to the value of some or all Incentives, in addition to any other Early Termination Charges or other sum payable.
An Incentive remains valid for two years from the date it accrued, after which it expires.
If an Incentive is not exercised or used for whatever reason before it expires, it will be forfeited on expiry and you will no longer be able to benefit from it.
Except for payments to you, an Incentive can only be used to defray Charges and does not have any monetary or financial value. For the avoidance of doubt, an Incentive cannot be used to defray Early Termination Charges or any other sum payable in connection with termination of the Contract.
Without prejudice to any other rights we may have, if you breach any of your obligations under the Contract, we may:
- suspend or cancel any Incentive which has accrued to you or which would have accrued to you in the future
- setoff any amount we owe to you against any Incentive which has accrued to you, and/or
- seek repayment of the value of any Incentive already used by or paid to you.

13 FCA AUTHORISATION

We are authorised and regulated by the Financial Conduct Authority for credit broking activities. You can verify our authorisation on the Financial Services Register at fca.org.uk/register.
We act as a credit broker, not a lender. This means we do not provide credit ourselves but may introduce you to a lender who can provide finance for the Equipment and/or Services. We work with a limited number of lenders and do not offer products from the whole market.
We do not provide independent financial advice. We can provide details of products available from the lenders we work with, but this does not constitute a personal recommendation, and we give no warranty or guarantee as to the suitability of any product or lender for your circumstances. It is your responsibility to satisfy yourself that any finance is suitable for your needs.
If you choose to use finance to acquire the Equipment and/or Services, you will enter into a separate credit agreement directly with the lender. We are not a party to that agreement. The decision to enter into any such finance agreement is yours alone, and we accept no liability in relation to the terms of that agreement or your decision to enter into it.
We do not charge you a fee for our credit broking services. We may receive commission or other financial benefit from the lender in connection with any finance agreement you enter into. This commission is paid by the lender and does not increase the amount you pay under the finance agreement.

14 CONFIDENTIALITY

“Confidential Information” means, in relation to either party, any information of a confidential nature (whether oral, written, or in electronic form), including trade secrets and information of commercial value, disclosed by or on behalf of that party and concerning its business, suppliers, customers, products, or services, together with any other information which the recipient knows, is notified, or ought reasonably to have known is confidential to the disclosing party. In respect of any Confidential Information disclosed orally, such information shall only be treated as Confidential Information if it is identified as confidential at the time of disclosure and confirmed in writing within 14 days of disclosure.
Each party shall:
- maintain the confidentiality of the other party’s Confidential Information
- not use, disclose, copy, or modify the other party’s Confidential Information (or permit others to do so) other than as necessary for the performance of the Contract and
- not disclose the other party’s Confidential Information to any person other than its employees, agents, subcontractors, or professional advisors who need to know such information for the purposes of the Contract, provided that the disclosing party ensures such persons are bound by obligations of confidentiality no less onerous than those set out in this clause.
The obligations in clause above shall not apply to any information which:
- is or becomes publicly available other than through breach of the Contract
- was in the lawful possession of the receiving party before disclosure by the disclosing party, free of any obligation of confidence
- was independently developed by the receiving party without use of or reference to the disclosing party’s Confidential Information
- was obtained from a third party who was free to disclose it without obligation of confidence or
- is required by law, court order, or any governmental or regulatory authority to be disclosed, provided that the receiving party (to the extent permitted by law) gives the disclosing party prompt written notice of such requirement and reasonable opportunity to seek a protective order or other appropriate remedy before such disclosure is made.
Each party shall notify the other promptly upon becoming aware of any actual or suspected unauthorised disclosure or use of the other party’s Confidential Information. The notifying party shall provide reasonable assistance to the other party, at that other party’s reasonable cost, in connection with any steps the other party may take to investigate or remedy such breach, including any legal proceedings.
Upon termination or expiry of the Contract, or at any time on the written request of the disclosing party, the receiving party shall promptly (and in any event within 30 days):
- return to the disclosing party all Confidential Information in tangible form and
- destroy all copies of Confidential Information in electronic form and provide written confirmation of such destruction,

save that the receiving party may retain copies of Confidential Information to the extent required by applicable law or regulation, or where such information is held on automatic backup systems from which targeted deletion is not reasonably practicable, provided that such retained information remains subject to the confidentiality obligations in this clause.

The obligations under this clause shall survive termination or expiry of the Contract and continue for a period of 3 years thereafter, save that obligations in respect of trade secrets shall continue indefinitely for so long as such information remains a trade secret.

15 DATA PROTECTION

In this clause:

“Data Protection Laws” means all applicable data protection and privacy legislation in force from time to time in the United Kingdom, including the Data Protection Act 2018, the UK GDPR, the Privacy and Electronic Communications Regulations 2003, and any successor legislation. Terms used in this clause which are defined in the Data Protection Laws shall have the meanings given to them in those laws.

“Customer Personal Data” means Personal Data provided by you to us, or processed by us on your behalf, in connection with the provision of the Services, including Personal Data relating to your employees, customers, or end users.

Each party shall comply with its obligations under the Data Protection Laws in connection with the Contract.
In respect of your business contact information which we process to administer the Contract and our relationship with you, each party acts as an independent Data Controller.
In respect of Customer Personal Data which we process in the course of providing the Services to you, you are the Data Controller and we are the Data Processor, and the provisions on processing Customer Personal Data below shall apply.
Where you provide Personal Data to us or instruct us to process Personal Data on your behalf, you shall ensure that:
- you have identified a lawful basis for such processing and, where required, have obtained all necessary consents from Data Subjects
- you have provided all required fair processing information to Data Subjects, including information about our processing as your processor and
- your instructions to us comply with the Data Protection Laws.
Where we act as an independent Data Controller (including in respect of your business contact information, billing, credit checking, and fraud prevention), we shall process such Personal Data in accordance with our Privacy Policy.
To the extent that we process Customer Personal Data as your Data Processor:
- Scope of processing: The subject matter, duration, nature and purpose of the processing, the types of Personal Data processed, and the categories of Data Subjects are as described in our Privacy Policy.
- Instructions: We shall process Customer Personal Data only on your documented instructions, unless required to do so by applicable law, in which case we shall (to the extent permitted by law) notify you of that legal requirement before processing.
- Unlawful instructions: We shall inform you without undue delay if, in our opinion, an instruction infringes the Data Protection Laws.
- Confidentiality: We shall ensure that persons authorised to process Customer Personal Data are subject to appropriate obligations of confidentiality.
- Security: We shall implement and maintain appropriate technical and organisational measures to protect Customer Personal Data against unauthorised or unlawful processing and against accidental loss, destruction, damage, or alteration. Details of our current security measures are set out in our Privacy Policy.
- Sub-processors: You provide general authorisation for us to engage sub-processors to process Customer Personal Data. Our agreements with sub-processors shall ensure Customer Personal Data is adequately protected.
- Data Subject rights: We shall, taking into account the nature of the processing, provide you with reasonable assistance (at your cost) to enable you to respond to requests from Data Subjects exercising their rights under the Data Protection Laws.
- Security incidents: We shall notify you without undue delay after becoming aware of any Personal Data Breach affecting Customer Personal Data. Such notification shall include, to the extent known: (i) a description of the nature of the breach; (ii) the categories and approximate numbers of Data Subjects and records concerned; (iii) the likely consequences; and (iv) measures taken or proposed to address the breach.
- Breach assistance: We shall provide you with reasonable assistance (at your cost) in relation to your obligations to notify supervisory authorities and Data Subjects of Personal Data Breaches.
- Compliance assistance: We shall, at your cost, provide you with reasonable assistance in relation to data protection impact assessments and prior consultations with supervisory authorities, to the extent required by the Data Protection Laws and taking into account the nature of the processing and the information available to us.
- Audit: We shall make available to you, on reasonable notice and during normal business hours, such information as is reasonably necessary to demonstrate our compliance with this clause and the Data Protection Laws, and shall permit and contribute to audits and inspections conducted by you or your appointed auditor, provided that:
  - you give us at least 30 days’ prior written notice of any audit (except in the case of a Personal Data Breach or regulatory investigation)
  - audits shall be conducted no more than once per year unless required by a supervisory authority or following a Personal Data Breach
  - you shall bear the costs of any audit and
  - auditors shall be subject to appropriate confidentiality obligations.
- Deletion or return: On termination or expiry of the Contract, we shall, at your election, delete or return to you all Customer Personal Data (and delete existing copies) within 60 days, unless applicable law requires retention of the Personal Data. We shall provide written confirmation of deletion on request
We shall not transfer Customer Personal Data to any country outside the United Kingdom unless:
- the transfer is to a country subject to UK adequacy regulations
- appropriate safeguards are in place in accordance with the Data Protection Laws, including the International Data Transfer Agreement or UK Addendum to the EU Standard Contractual Clauses or
- a derogation under the Data Protection Laws applies.
Details of any international transfers and the applicable safeguards are set out in our Privacy Policy.
We shall not be liable for any breach of this clause or the Data Protection Laws to the extent that such breach arises directly from your instructions or your breach of your obligations under this clause or the Data Protection Laws.
Nothing in this clause excludes or limits either party’s liability for any liability that cannot be excluded or limited under the Data Protection Laws.

16 INTELLECTUAL PROPERTY RIGHTS

“IPR” means intellectual property rights of any nature, including any patents, trademarks, service marks, design rights (whether registrable or otherwise), applications for any of the foregoing, copyright, database rights, know-how, trade or business names, and other similar rights or obligations whether registrable or not, in any country.
All IPR in the Equipment and/or Services, and any related IPR existing when the Contract came into effect, is owned by us or relevant third parties.
You acknowledge that your use of the IPR owned by third parties is conditional on our obtaining and maintaining a written licence from them on such terms as will entitle us to license such rights to you.
We grant you a royalty-free, non-transferrable, non-exclusive, worldwide licence to use our IPR or that of relevant third parties to such extent as is necessary to enable you to use the Equipment and/or Services. This licence is subject to the following:
- Your continued compliance with your obligations under the Contract.
- If required, you will agree licence terms or other reasonable terms of use direct with relevant third parties.
- If the Contract is terminated, the licence will automatically terminate.
IPR created or developed during the Contract is owned by us.
You grant us a royalty-free, non-transferrable, non-exclusive, worldwide licence to use your IPR, if any, to allow us to perform our obligations under the Contract, and in respect of any advertisement, promotion, or other marketing of our products and/or services.
Save as provided in this section, nothing in the Contract shall entitle you to use, modify, transfer, sublicence, or otherwise exploit or dispose of any of our IPR without our prior written consent.

17 MATTERS BEYOND REASONABLE CONTROL

Neither you nor we will be liable to the other party for any matter whatsoever for any delays in performance or from failure to perform or comply with the terms of the Contact due to a cause beyond that party’s reasonable control, including acts of God, acts of government or other competent regulatory authority, network operators, internet or communication failure, war or national emergency, riots, civil commotion, fire, explosion, flood, lightning, severe weather, epidemic, lockouts, strikes and other industrial disputes.
The party affected by any such event shall promptly notify the other party in writing, describing the nature and expected duration of the event, and shall use reasonable endeavours to mitigate any adverse effects arising from the event.
If the event continues for more than 3 months, either party may terminate the Contract for convenience in accordance with Termination section, save that Early Termination Charges will not be payable.
For the avoidance of doubt and for the purposes of the Contract, being unable to pay the Charges is not an event which is beyond your reasonable control and is not an event to which this section applies.

18 ENTIRE AGREEMENT

The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations, and understandings between you and us, whether written or oral, relating the Equipment and/or Services or any other aspect of the Contract.
You acknowledge that you have not relied on, and shall have no remedies in respect of, any statement, promise, representation, assurance, or warranty made or given orally or in writing, whether innocently or negligently, by us or on our behalf regarding the Equipment and/or Service or any aspect of the Contract. In other words, if something arises during pre-contract discussions which you require to be a term of the Contract, then it must be expressly agreed and incorporated into the Contract.
Any samples, drawings, descriptive matter, product literature, or advertising provided, and any illustrations or descriptions of the Equipment and/or Services, whether online or otherwise, is issued or published for the sole purpose of giving an approximate idea of the Equipment and/or Services in question. Unless otherwise indicated, they are not part of the Contract.
These Standard Terms and other parts of the Contract have effect to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by trade, custom, practice, or course of dealing.
Any typographical, clerical, accidental errors or omissions in the Order Form or part of the Contract or any sales literature, quotation, price list, invoice, or other document or information issued by us shall be subject to correction without liability.

19 WAIVER AND SEVERENCE

The failure of either party to enforce or to exercise any term of the Contract does not constitute a waiver of such term and shall in no way affect that party’s right to later enforce or to exercise it.
If any section or clause or subclause of the Contract is or becomes invalid, illegal, or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant section or clause or subclause shall be deemed deleted. Any modification to or deletion of a section or clause or subclause under this section shall not affect the validity and enforceability of the rest of the Contract.

20 NOTICES AND COMMUNICATIONS

We will generally communicate with you via email and telephone through our sales and customer services teams.
Where the Contract requires one party to notify the other in writing, this must be done by email. The Order Form sets out your contact email and ours. Changes to email addresses must be notified in writing to the other party.
Unless the sender receives notification that the email could not be delivered:
- If sent before 5pm UK time on a normal working day, the email will be deemed delivered that day.
- If sent at or after 5pm UK time, it will be deemed delivered the next normal working day.
In respect of service of any proceedings or other documents in any legal action or via a complaint/dispute resolution service provided by a third party, such communications and documents must be (a) emailed and (b) posted via recorded delivery or equivalent.

21 THIRD PARTIES RIGHTS

Only you or we have any right to enforce the terms of the Contract.

22 ASSIGNMENT AND SUBCONTRACTING

You shall not assign, transfer, subcontract, or delegate any of your rights or obligations under the Contract, whether voluntarily, involuntarily, by operation of law, or otherwise, without our prior written consent. Any attempted assignment or transfer by you in violation of this clause shall be null and void and of no effect.
We may assign, transfer, subcontract, novate, or delegate our rights and obligations under the Contract at our sole discretion without your consent.

23 COMPLAINTS

If you have any issues or concerns regarding any aspect of the Contract or Equipment or Services, you should contact our customer service team in the first instance. They will likely be able to resolve the matter quickly.
If our customer service team does not resolve the issue, you can make a formal complaint. You must follow our policy on complaints which is published on our website at https://barclaycomms.com/terms-and-conditions/. You must do this before starting any other dispute resolution process, including legal proceedings. If you do not accept the outcome of our complaints process, you may at that stage take further action.

24 GOVERNING LAW AND JURISDICTION

You and we agree that the Contract and any dispute arising out of it or its formation is governed the laws of Northern Ireland, and the courts of Northern Ireland have exclusive jurisdiction accordingly.

Barclay Communications

Business Mobile

Business Phone Sytems

Internet Connectivity

IT Services

BARCLAY COMMUNICATIONS STANDARD TERMS FOR BUSINESS CUSTOMERS

1 DEFINITIONS AND INTERPRETATION