SOUTHERN BUSINESS COMMUNICATIONS LTD TERMS AND CONDITIONS FOR THE SUPPLY OF TELEPHONE SERVICES

SOUTHERN BUSINESS COMMUNICATIONS LTD

TERMS AND CONDITIONS FOR THE SUPPLY OF TELEPHONE SERVICES

  1. Definitions and Interpretation

Agreement means these Terms and Conditions together with the Order.

Associated Company means any company which is a parent company of the relevant entity or a subsidiary of such parent company, where parent company and subsidiary have the meanings set out in Section 1159 of the Companies Act 2006.

BT means British Telecommunications plc and its Associated Companies.

CPS means carrier pre-selection.

Call Charge means the Supplier’s charges for calls made on the System (including reverse charge calls) as specified in the Order or otherwise notified by the Supplier from time to time.

Charges means any or all of the charges and fees payable by the Customer for the Service pursuant to this Agreement in addition to the Call Charge.

Confidential Information means any information, whether communicated orally or in documentary or other form, which relates to the business of the Supplier including, without limitation, any information relating to products, customers, pricing, policies, methods, business plans and strategies, technical processes and financial affairs, in all cases whether expressly stated to be confidential or not.

Connection Charge means the non-refundable charge payable by the Customer for installation and connection to the System as specified in the Order or otherwise notified by the Supplier.

Connection Point means a terminal block, a socket for a removable plug, a distribution frame, or any other device which the Supplier fixes in any of the Sites to connect the Customer’s equipment to an Exchange Line.

Customer means the party purchasing the Service, as named in the Order.

Early Termination Fee means the Rental for the balance of the Minimum Period that remains outstanding together with a cancellation fee of £25 plus VAT. In addition, the Customer shall pay all reasonable third party costs incurred by the Supplier in securing payment of such charges and fees. The Early Termination Fee has been calculated taking into account the reasonable costs incurred by the Supplier in connecting the Customer and opening the account.

Exchange Line means apparatus forming part of the System used by the Supplier to connect the Site to a BT operated telephone exchange to provide the Service.

Interim Tariff means the standard business tariff as listed from time to time on the BT website www.bt.com.

IPR means all intellectual property rights including, without limitation, copyright, patents, trademarks, registered designs, design rights, knowhow and all other similarly protected rights.

Minimum Period means in relation to each Exchange Line twelve (12) months (or such other period as may be agreed in writing by the Supplier) from the date that the Service is first delivered to the Customer on that Exchange Line.

Offending Material means any material, data, images or information that is:

  • in breach of any law, regulation, code of practice or Supplier’s acceptable use policy, or
  • abusive, indecent, defamatory, obscene or menacing or otherwise offensive, or
  • in breach of confidence, IPR, privacy or any right of a third party.

Ofcom means the Office of Communications or any similar office that may be appointed in addition or in substitution.

Order means the service order agreement signed by the parties or such other document that the Supplier deems to constitute the Order.

Rental means the monthly fee (including line rental, equipment rental, and other rental) payable by the Customer for the Service, as set out in the Order or otherwise notified by the Supplier.

Service means any and all of the services that the Supplier has agreed to supply to the Customer, as set out in the Order.

Service Level means the BT designated category of fault repair service selected by the Customer in accordance with clause 3.4. BT’s current service levels can be found on BT’s Wholesale website (www.btwholesale.com) and the standard level of service is “Standard Care” which is the fixing and logging of faults Mon – Fri 8am – 5pm.

Site means any or all of the Customer’s sites at which the Supplier is providing the Service.

Supplier means Southern Business Communications Limited (Company Number 02529115) whose registered office is at Unit 1 The Broadway, Andover, Hampshire, SP10 2JF.

Supplier’s Equipment means any equipment owned by the Supplier or its licensors that the Supplier uses to provide the Service.

System means the network that the Supplier uses to provide the Service.

Telephone Directory means a telephone directory published by BT or any other operator (as appropriate).

Working Day means 09:00 to 17:00 Monday to Friday but excluding public holidays in England and Wales.

Any reference in this Agreement to any provision of a statute shall be construed as a reference to that provision as amended, re-enacted or extended at the relevant time.

  1. Duration and Scope of this Agreement

2.1        This Agreement commences on the date of acceptance of the Order by the Supplier and shall continue (subject to Clause 7) unless terminated by either party by giving not less than 30 days written notice expiring at the end of the Minimum Period. Thereafter this Agreement shall continue from year to year subject to termination by either party upon giving not less than 30 days prior written notice to take effect on any subsequent anniversary of this Agreement.

2.2        If the Customer terminates this Agreement during the Minimum Period and has no right to terminate under Clause 7, or if the Service ceases to be provided on the relevant Exchange Line during the Minimum Period as a result of a request or action by the Customer, the Customer shall pay, in addition to other sums payable up to the date of termination, the Early Termination Fee.

2.3        Until termination for whatever reason, the Supplier agrees to provide the Service to the Customer and the Customer agrees to use the Service in accordance with this Agreement and to pay the Charges when they are due.

2.4        The Customer hereby agrees to the termination of its existing contract for equivalent services with its existing communications service provider. The Customer shall provide to the Supplier such information as is reasonably requested by the Supplier, including any relevant account and calling line identification numbers that may be required by BT or other communications provider, and also access to carry out their obligations for the Supplier, BT and anyone acting on either of their behalf, to the Customer’s premises if so required. The Customer acknowledges that the Supplier cannot process the provision of the Service until such information and access is provided.

2.5        The Customer shall provide a suitably safe and comprehensively insured working environment for the Supplier, BT and anyone acting on either of their behalf and the Customer shall indemnify the Supplier in respect of any liability arising.

2.6        The provision of the Service requires that BT or other communications provider undertake programming at exchange level. Accordingly, it is agreed that any act, default or delay by BT or other communications provider in carrying out such programming or otherwise relating to or affecting the Service shall not be the responsibility of the Supplier.

2.7        The Service is available only if the Customer has a valid contract for the use of a BT analogue Exchange Line, or for digital services, a digital Exchange Line supporting an existing ISDN2, 2e or 30 service. If such contract does not exist, the Customer must arrange with the Supplier to have an appropriate BT Exchange Line installed.

2.8        The Customer acknowledges that certain services are incompatible with the service available from BT, and such incompatible services are excluded from the Services. The Customer also acknowledges that some technical limitations within the System may not become apparent until after the Service has been working for some time; in such circumstances, the Service may need to be withdrawn in which case the Customer shall be entitled to a pro rata rebate of any relevant Charges paid in advance by the Customer.

2.9        The Customer’s equipment to be used with the Service shall be connected by means of Connection Points and ancillary wiring. If the Customer wishes a Connection Point to be moved to another place within the Site, the Supplier may agree, subject to payment of the Supplier’s applicable charges. The Customer shall, at the Supplier’s request, arrange for the Customer’s equipment to be reprogrammed by its designated maintainer in accordance with instructions provided by the Supplier, to enable any indirect or other access. The Supplier will have no responsibility in respect of such reprogramming.

  1. The Supplier’s General Obligations

3.1        The provision of the Service is subject to all relevant licences, infrastructure (or interconnect arrangements) and consents being in place. The Supplier shall use reasonable endeavours to meet any agreed dates but shall not be liable for failure to meet them. Time shall not be of the essence for the provision of the Service. The Customer shall obtain any consent or facility that is necessary or desirable for the Supplier to provide the Service on the Site.

3.2        The Supplier shall exercise the reasonable care and skill of a competent communications operator. The Supplier does not warrant that the Services shall be uninterrupted or fault free but the Supplier shall endeavour to provide the same quality of service to the Customer as it provides from time to time to its customers generally.

3.3        The Customer acknowledges that the Exchange Line is the property of BT and that BT is responsible for installing BT equipment at the Customer site to enable the Supplier to provide the Service. BT is responsible for maintenance and repairs of the Exchange Line. The Supplier shall use reasonable skill and care in arranging for BT to carry out installations and repairs to faults.

3.4        The Customer shall report any fault to the Supplier who will deal with it in accordance with the agreed fault repair service. It is the Customer’s responsibility to select the Service Level required. Once a fault has been diagnosed by the Supplier and passed to BT to resolve, the BT service level agreement will apply to the handling of the fault. Before invoking the BT Service Level the Supplier will first attempt to establish that the fault is not attributable to circumstances outside the BT network and the Customer must make all such relevant information available to the Supplier. This preliminary level of diagnosis must be carried out before the fault is registered with BT and the Customer acknowledges that BT will reject fault reports if all the information required is incomplete. It is the Customer’s responsibility to ensure that all such information as may be required by the Supplier is available to establish whether or not the fault is the responsibility of the BT network. The Supplier shall not be responsible for any delay in reporting to BT if this delay is the fault of the Customer and the Supplier shall use all reasonable endeavours to carry out the preliminary level of diagnosis within 24 hours.

3.5        Where no Supplier’s Equipment is installed, the Supplier may request that the Customer first have its designated maintainer check the Customer’s equipment. If the Supplier agrees to fix a fault that is caused by the Customer or that otherwise falls outside the responsibility of the Supplier or where no fault is found, the Supplier may charge the Customer for any work that the Supplier has undertaken at its applicable man-hour rate.

3.6        The Supplier may alter the name or number of a telephone exchange serving the Exchange Line, the telephone number, or any other name, code or number whatsoever that the Supplier allocates to the Customer in instances where such alterations are required as a result of necessary operational or technical changes to the Supplier’s communications network or changes in legal or regulatory requirements.

3.7        The Supplier will allocate a telephone number to the Customer in respect of the Exchange Line and, unless the Customer requests otherwise, arrange for the Customer’s name, address and telephone number(s) to be put in the Telephone Directory for the Customer’s area. The Supplier will also arrange for the Customer’s telephone number(s) to go onto BT’s directory enquiries database. If the Customer requires a special entry to be made a separate charge will apply and the entry will be subject to additional terms and conditions. It is the Customer’s responsibility to ensure that all directory entries are correct.

3.8        Where the Supplier allocates telephone numbers to the Customer, the Customer will not (subject to any statutory or authorisation provisions relating to number portability) acquire any rights whatsoever in such telephone numbers. The Customer will not apply for registration of the telephone numbers as part of a trademark.

3.9        If the Supplier has an agreement with the Customer’s existing communications service provider, the Supplier can, at the Customer’s request, provide the Customer with a telephone line using the Customer’s existing number subject to the following:

3.9.1     There are no technical reasons preventing the use of the number;

3.9.2     The existing communications service provider agrees to release the relevant telephone number(s);

3.9.3   The Customer agrees to cease service on the existing communications service provider’s telephone line using the telephone number and authorises the Supplier to arrange for that cease to take place;

3.9.4   The Customer provides the Supplier with full details as reasonably requested by the Supplier including (but not limited to) the account name, account number, service address and billing address;

3.9.5     The Customer pays the Supplier’s charges (if any) for number portability;

3.9.6     Number portability is only available at the Site.

3.10      The Supplier does not accept any liability for claims relating to the Customer’s ability to use or to continue use of a particular telephone number.

  1. The Customer’s Obligations

4.1         The Customer shall not utilise and shall take all such security precautions as are necessary to ensure that no other person uses the Service:

4.1.1   For storing, reproducing, transmitting, communicating or receiving any Offending Material; or

4.1.2   Fraudulently or for any criminal purpose or in a manner that is contrary to any regulatory or legal requirement; or

4.1.3     To make offensive, indecent, menacing, nuisance or hoax calls; or

4.1.4     Contrary to instructions that the Supplier may give to the Customer from time to time.

4.2        The Customer will provide the Supplier with all information that the Supplier needs and allow the Supplier to use that information for credit checking and debt collection (including disclosure to and use by third parties acting for the Supplier) and any other uses and disclosures allowed by the Data Protection Act 1998 and will allow the Supplier to disclose such information to the extent that the Supplier is required to do so by Ofcom, the law or any relevant authority.

4.3        The Customer shall keep all of the Supplier’s Equipment at the Site safe and shall pay for the replacement and/or repair of any of the Supplier’s Equipment which is lost, damaged or destroyed. The Customer shall not alter or move any of the Supplier’s Equipment, nor do anything that is likely to damage or adversely affect its performance, nor remove or deface any words or signs on it, nor permit anyone else to do so. The Customer shall not sell, let, mortgage, charge, pledge, dispose of or do anything or permit anyone else to do anything that would prejudice the Supplier’s Equipment or the System in any way. The Customer will allow the Supplier to inspect, test, modify, change, add to, replace or remove any Supplier’s Equipment, either remotely or via a designated maintainer. At the end of the term of the Agreement, the Customer will allow the Supplier access at all times to collect any of the Supplier’s Equipment in the Customer’s possession.

4.4        The Customer shall at its own cost arrange for the required Site specific conditions to be in place, as notified by the Supplier. This will include, without limitation, mains electricity supply, connection points and computer terminals. The Customer shall prepare the Sites in accordance with the Supplier’s reasonable instructions and reinstate them at the Customer’s expense after the Supplier has completed any work necessary for the Supplier to be able to provide the Service.

4.5        The Customer shall ensure that any equipment (excluding Supplier’s Equipment) that it uses in connection with the Service meets any legal or regulatory requirements and is approved for connection to the System. If not, the Customer must immediately disconnect it or allow the Supplier to do so at the Customer’s expense.

4.6        The use of computing equipment and/or computer software owned and/or controlled by the Supplier (including computer networks and systems accessed via the network) is permitted for bona fide purposes and is subject to authorisation. Unauthorised or improper use of these facilities is a breach of this Agreement and may give rise to withdrawal of the facilities and/or proceedings under the Computer Misuse Act 1990.

4.7         The Customer shall comply with any requirements notified by the Supplier relating to number portability.

4.8        Where the Customer’s existing account with BT includes BT equipment which is not required for the provision of the Service or is incompatible with the Service, the Customer shall contact BT in order to remove the BT equipment or move such equipment to another BT account.

  1. Payments

5.1        The Supplier shall be entitled to send an invoice to the Customer for the Connection Charge when the Service is available to the Customer, for the Rental monthly in advance and for the Call Charges after the end of the month in which the relevant calls were made. The Customer shall pay all Rental and Call Charges whether the Customer or someone else uses the Service. The Call Charges will be calculated using the details recorded or logged at the Supplier’s telephone exchange and not details recorded by the Customer.

5.1A    The customer shall pay for the Rental monthly in advance and for the Call Charges after the end of the month in which the relevant calls were made via Direct Debit. Failure of payment from the customer via Direct Debit without immediate payment via an alternative method will result in an outgoing call bar until such time the payment has been made, and the direct debit reinstated. An administration fee will also be incurred for re-instatement.

5.2        The Customer shall pay any cancellation charges, abortive visit charges, engineering visit or site survey charges, or maintenance service charges imposed on the Supplier by BT and relating to the Service, save where such abortive visit or service maintenance charges arise through the Supplier’s default.

5.3        The Customer shall pay any additional charges incurred if lines are subject to BT commitment/business packages or if lines are within the 12 month minimum contract with BT. It is the Customer’s responsibility to ascertain all BT charges associated with the line transfer and provision of the Service by the Supplier. The Supplier is not liable for these additional charges and the charges will be passed on directly from BT. The basic status of the line can be obtained from the BT Reference number i.e. Q007 indicates that the line is in its 8 quarterly billing cycle. It is the Customer’s responsibility to check the line status and if in doubt the Customer should speak to the Supplier in advance of ordering the Service.

5.4        The Rental shall continue to be payable during any period of suspension or restriction requested by the Customer in addition to any Charges for such suspension or restriction.

5.5         The Charges are exclusive of Value Added Tax, which shall be payable by the Customer in addition to the Charges at the rate applicable from time to time.

5.6        The Customer shall (without set-off or deduction) pay in pounds sterling all invoices issued by the Supplier within thirty (30) days of the date upon them. If the Customer’s credit rating decreases at any time, the Supplier shall be entitled to revise the credit terms to require payment upon invoice or in less than 30 days. If the Customer fails to make payment by this date in full, in addition to the Supplier’s right to suspend set out in Clause 6.1, the Supplier may charge interest at the rate of 5% per annum above the base rate of Lloyds TSB Bank plc on any amounts outstanding from the due date for payment until payment is made in full. Time is of the essence in relation to payments due from the Customer and the Supplier reserves the right to claim that any failure to pay on time is a repudiatory breach by the Customer.

5.7        At any time after the expiry of the Minimum Period, the Supplier may change the level of its Charges after giving the Customer four (4) weeks written notice of its intention to do so. This notice may be included in an invoice to the Customer.

5.8        The Supplier may also change the level of its Charges and its Call Charges during or after the Minimum Period, retrospectively as well as prospectively, as a consequence of (a) any Ofcom direction, determination, order or similar decision, or (b) any change in BT’s wholesale charges to the Supplier. In both cases, the Supplier shall only be entitled to change the level of its Charges where the foregoing impacts upon the basis upon which the Charges were calculated. This notice may be included in an invoice to the Customer.

5.9         Where the Supplier agrees to do work outside a Working Day at the request of the Customer, the Supplier may charge the Customer in accordance with the Supplier’s applicable man-hour rate.

5.10      When BT transfer the line to the Supplier for rental, BT can automatically terminate CPS on the line. The Supplier will re-order the CPS on the line. Charges to the Customer for the period from the date of termination of CPS by BT to the date where BT recommenced the CPS on the line shall be charged at the Interim Tariff. The Supplier shall be entitled to charge interim Charges to the Customer at any time on any calls made on the line using BT’s manual override code.

5.11      Payments must be paid via direct debit in advance and failure to do so would constitute a breach of our terms and conditions.

5.12      The supplier reserves the right to charge an additional fee for non-direct debit customer payments.

5.13      The supplier reserves the right to apply a charge of £49.00 + vat per number for administrative costs relating to the supply of porting authorisation.

5.14      At any time, the supplier reserves the right to set a minimum call charge on any call type regardless of destination and to vary this at any time at their absolute discretion.

5.15      The supplier reserves the right to apply a monthly charge for paper format invoicing.

5.16      The Customer shall be liable for all charges arising from use of the services by any person (with or without Customer’s authorisation, i.e. fraudulent calls or telephone hacking instances.

  1. Suspension and Variation of the Service

6.1        The Supplier may, in its sole discretion and upon giving the Customer written notice, suspend or vary the Service without compensation for any period during which:

6.1.1   The Supplier is required to do so in order to avoid a breach of the authorisation of the Supplier under the Communications Act 2003, as amended from time to time;

6.1.2   The Supplier is obliged or requested to comply with an order or instruction of, or a recommendation or request to take such action received from the Government, Ofcom, an emergency services organisation or a competent administrative authority;

6.1.3     The Supplier reasonably suspects or believes that the Customer is in breach of Clause 4.1 or the Customer is in breach of Clause 5;

6.1.4   The Customer’s credit rating decreases at any time, and the Customer fails to supply reasonable security in response to a request from the Supplier; or

6.1.5   The Supplier’s contract with BT relating to the Services is suspended, varied or terminated.

6.2        The Customer acknowledges that BT may make alterations to the service (including, without limitation, conversions, shifts, reconfigurations and renumbers) which may result in disruption.

6.3        The Customer shall reimburse the Supplier for all reasonable costs and expenses incurred as a result of the suspension and any recommencement or variation of the Service where suspension or variation is implemented as a result of any act or omission of the Customer.

6.4         The Supplier may at any time suspend the Service or any part of it, without liability:

6.4.1   To vary the technical specification of the Service in order to comply with any relevant law or regulation or direction from a competent authority; or

6.4.2    To repair, maintain or improve the Service.

The Supplier will, during such suspension under this Clause 6.4, try to ensure that minimum disruption is caused to the Service.

  1. Termination

7.1     Either party may serve written notice requiring the other party to remedy within thirty (30) days of receipt of the notice a material breach of this Agreement that is capable of remedy. In the absence of a remedy in this period, the party that served notice to remedy may immediately terminate this Agreement by written notice.

7.2        Either party may immediately terminate this Agreement by written notice if the other party commits an act of bankruptcy or goes into or is put into liquidation (other than solely for the purposes of a reconstruction or amalgamation) or if a receiver or administrator is appointed over all or part of the other party’s assets or the other party suffers seizure of any of its property for nonpayment of monies owing.

7.3        If this Agreement is signed before the Supplier has completed its credit check of the Customer, the Supplier shall be permitted to terminate this Agreement immediately by written notice if the Customer fails to pass the Supplier’s credit policy.

7.4         The Supplier shall be permitted to terminate this Agreement immediately by written notice at any time for the reasons set out in Clauses 6.1.1 and 6.1.2.

7.5        The rights to terminate this Agreement given by this Clause 7 shall be without prejudice to any other right or remedy of either party in respect of the breach concerned (if any) or any other breach. Following termination of the Service, telephone service may be disconnected unless the Customer makes alternative arrangements with the Supplier or another communications service provider.

7.6        For the avoidance of doubt the Supplier shall be permitted to terminate this Agreement immediately by written notice in the event that the Customer does not pay any of the Charges or Call Charges as they fall due, or if a Direct Debit is cancelled by the Customer without prior written notice.

  1. Limitations and Exclusions of Liability

8.1        This Clause 8 sets out the Supplier’s entire liability (including any liability for acts or omissions of the Supplier’s employees, agents or subcontractors) to the Customer in tort, contract or otherwise arising in connection with the performance, non-performance or contemplated performance of this Agreement. Except as set out in this Agreement, the Supplier provides no warranties, conditions or guarantees as to the description or quality of the Service, and all warranties, conditions or guarantees implied by or expressly incorporated as a result of custom and practice, statute, common law or otherwise are hereby expressly excluded so far as permitted by law. The Supplier’s duty in performing any obligations under this Agreement is only to exercise reasonable care and skill of a reasonably competent communications provider.

8.2        Subject to Clause 8.4, the Supplier’s entire liability for non-fraudulent representation, or implied warranty, condition or other term, or under any duty at common law, or in tort (including negligence) or under the express terms of this Agreement shall not in the aggregate, in any period of 12 months, exceed the Charges paid in respect of that 12 month period. If for any reason this limit of liability shall be found to be unlawful or invalid by a court of competent jurisdiction, the Supplier’s entire liability as referred to in this clause shall not exceed £10,000 (ten thousand pounds sterling) for any one incident or series of related incidents and £20,000 (twenty thousand pounds sterling) in aggregate during the term of this Agreement.

8.3        Notwithstanding anything to the contrary in this Agreement, but subject to Clause 8.4, the Supplier shall not be liable to the Customer under the express terms of this Agreement or by reason of any non-fraudulent representation, or implied warranty, condition or other term, or any duty at common law, or any tort (including negligence), for any loss of profits or revenue, loss of income or business, loss of goodwill or reputation, loss of anticipated savings, loss of data, loss of use, or damages, loss or expenses payable by the Customer to any third party or any indirect or consequential or special loss or damage whatsoever and howsoever caused.

8.4        The Supplier shall not exclude or restrict liability for death or personal injury resulting from its own negligence or for fraudulent misrepresentation.

8.5        Each of the Supplier and the Customer acknowledges that it considers the provisions of this Clause 8 to be reasonable, taking account of the other terms of this Agreement (including the Charges) and its ability to insure against losses which may arise from any breach by the other party of its obligations under this Agreement.

8.6        For the avoidance of doubt time shall not be of the essence for the provision of the Service and the Supplier shall not be liable in respect of any delay to the provision of the Service which is outside its control.

8.7         The provisions of this Clause 8 shall survive termination or expiry of the Agreement.

  1. Confidentiality and Data Protection

9.1        The Customer agrees to keep all Confidential Information confidential, to disclose it only to its employees that need to know it and to use it exclusively for the purposes contemplated by this Agreement. This Clause shall not apply to information that the Customer can prove:

9.1.1     Is in the public domain otherwise than by the Customer’s breach;

9.1.2   It already had in its possession prior to obtaining the information directly or indirectly from the Supplier; or

9.1.3   A third party subsequently disclosed to the Customer free of restrictions on disclosure and use.

This Clause shall survive for three (3) years from when the Customer acquired the Confidential Information from the Supplier.

9.2        The Customer may disclose Confidential Information if required to do so by law, regulation or rules of a securities exchange or other regulatory authority, but only to the extent of the relevant requirement. The Customer shall promptly inform the Supplier of the requirement and will cooperate with the Supplier in the disclosure.

9.3        The use of any information, including calling line identification, may be subject to (and therefore the Customer shall comply with) the Data Protection Act 1998, EU Data Protection Directives and all other applicable laws relating to the processing of personal data and privacy. The Supplier reserves the right to withhold calling line identification if it believes that the Customer has failed to comply with this clause or the Supplier receives a complaint from any relevant authority.

9.4        The Customer hereby consents to BT disclosing to the Supplier any information relating to the transfer or removal of BT’s retail products and services that exist on the Exchange Line as at the time of transfer of the service from BT to the Supplier.

  1. Ownership

All IPR relating to the subject matter of this Agreement shall vest in, and ownership of the Supplier’s Equipment and the System (including any works performed by the Supplier to connect the Site to the System) shall remain with the Supplier or its licensors, as appropriate. The Customer acknowledges that it shall have no licence, right, title or interest in or to any IPR of the Supplier or its licensors or the Supplier’s Equipment or the System, except as expressly set out in this Agreement. This Clause shall survive termination or expiry of the Agreement.

  1. Circumstances Beyond Reasonable Control

11.1      Neither party shall be liable for any delay in performing its obligations under this Agreement caused by circumstances beyond its reasonable control. These are circumstances such as, but not limited to, Acts of God, insurrection or civil disorder or military operations, national or local emergency, acts or omissions of government or other competent authority or regulatory authority, fire, flood, lightning or other weather of exceptional severity, subsidence, explosion or industrial disputes. This Clause does not apply to the Customer’s obligation to pay.

11.2      If either party is affected by circumstances beyond its reasonable control, it shall notify the other party and shall use reasonable endeavours to overcome the effects. If those effects continue for more than three (3) months, the Parties shall enter into a discussion to agree, in good faith, the best way forward.

  1. Notices

12.1      Notices must be written and delivered by hand or first class prepaid post. The address for service on the Supplier (subject to any change notified by the Supplier) is: Southern Business Communications Ltd, Unit 1 The Broadway, Andover, Hampshire, SP10 2JF. The address for service on the Customer is as set out in the most recent invoice.

12.2      A notice will be deemed served as follows:

12.2.1 On hand delivery, the same day, except where this is outside a Working Day, in which case the next Working Day;

12.2.2 Two Working Days after posting (proof that the envelope containing the notice was properly addressed, prepaid and posted and that it has not been returned to the sender shall be proof of posting).

  1. General

13.1      Headings in this Agreement shall not affect interpretation.

13.2      A delay in enforcing rights under this Agreement shall not be a waiver, as any waiver must be expressly granted in writing.

13.3      The termination or expiry of this Agreement shall be without prejudice to the rights of either party which have accrued prior to termination or expiry. Clauses that are expressed to survive or which are by implication intended to survive termination or expiry of this Agreement shall so survive.

13.4      This Agreement contains the entire agreement and supersedes all other agreements and understandings between the Parties with respect to its subject matter. Any terms proposed by the Customer that are not written in this Agreement shall be invalid. Subject to Clause 8.4, each party acknowledges that, in entering into this Agreement, it does not do so on the basis of, and does not rely on, any representation, warranty or other provision except as expressly written in this Agreement, and that its only remedy can be for breach of this Agreement.

13.5      Nothing in this Agreement shall create, or be deemed to create, a partnership or the relationship of principal and agent or employer and employee between the parties.

13.6      This Agreement is not intended to be for the benefit of and shall not be exercisable by, any third party under the Contracts (Rights of Third Parties) Act 1999 or otherwise and neither party can declare itself trustee of the rights under it for the benefit of any third party.

13.7      The Supplier may change this Agreement at any time without requiring the agreement of the Customer to the extent that the Supplier’s contract with BT relating to the Service is changed.

13.8      The Supplier is an independent public telecommunications operator and is not acting on behalf of BT and has no authority to provide or promote BT’s products and services.

13.9      The Supplier may transfer or assign its rights and obligations to any of its Associated Companies and may sub-contract any of its obligations. Otherwise, neither party may transfer, assign, sub-licence or subcontract any rights, licences or obligations under this Agreement without the prior written consent of the other party, which will not be unreasonably withheld or delayed.

13.10   English law shall govern the validity, construction and performance of this Agreement and the parties submit to the exclusive jurisdiction of the English Courts.

13.11  If any provision or part-provision of this Agreement 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 provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of this Agreement. If any provision or part-provision of this agreement is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.