Legacy Terms & Policies

1.              Interpretation

1.1           In these Conditions, the following definitions apply:

“Acceptable Use Limit” means any and all rules, limits or restrictions for the use of the Services stated on NGC’s website or otherwise provided to the Customer by NGC from time to time;

“Associates” means in relation to a party, any company which is Subsidiary or a Holding Company of that party or which is a Subsidiary of a Holding Company of that party from time to time (“Subsidiary” and “Holding Company” have the meaning set out in the Companies Act 2006);

“Authorisation” means an authorisation to act as a public electronic communications service provider or to operate a communications network under applicable Legislation;

“Business Day” means a day (other than a Saturday, Sunday or public holiday) when banks in England are open for business;

“Charges” means the charges for the Services set out in NGC’s call charges sheet (as updated from time to time), and the Customer Engagement Document and which are payable by the Customer for the supply of the Services in accordance with condition 9;

“Commencement Date” has the meaning set out in condition 2.3;

“Committed Period” means with respect to each Service, the minimum period stated in the Customer Engagement Document or, if no minimum period is stated, the period of 36 calendar months (or such other period agreed between the parties in writing) for which a Contract for each Service will run commencing on the Connection Date;

“Conditions” means these terms and conditions as amended from time to time in accordance with condition 18.8;

“Connection Date” means the date of the connection of the relevant Service(s) or the date on which NGC reasonably considers the relevant Service is ready to be used;

“Control” means in relation to a body corporate, the power of a person to secure that the affairs of the body corporate are conducted in accordance with the wishes of that person:

(a)            by means of the holding of shares, or the possession of voting power, in or in relation to that or any other body corporate; or

(b)           because of any powers conferred by the articles of association or any other document regulating that or any other body corporate,

and a Change of Control occurs if a person who controls any body corporate ceases to do so or if another person acquires Control of it;

“Contract” means a contract between NGC and the Customer for the supply of Services comprising the Customer Engagement Document and these Conditions and the Schedules (to the extent applicable);

“Credit Limit” means a monthly financial limit applied by NGC from time to time for Charges incurred under the Contract;

“Customer” means the person or firm who purchases Services from NGC as set out in the Customer Engagement Document;

“Customer Default” has the meaning given to it in clause 14.1;

“Customer Engagement Document” means a Proposal, an NGC Service Agreement, a Purchase Order, a Customer Support Plan or a Statement of Work, as applicable;

“Customer Services” means the Customer Services facility provided by NGC for the Customer to report any faults with the Services or make general account enquiries, by calling 0344 980 0340 or emailing support@ngcnetworks.co.uk (such details to be updated from time to time). All calls may be monitored and recorded for training and security purposes;

“Customer Support Plan” means a document in which NGC describes and/or specifies defined metrics, SLAs and responsibilities of NGC in respect of the relevant Services, including information about steps that NGC will take in the event of a Service Failure and the path for the Customer to follow in the event of an escalation requirement;

“Data Protection Legislation” means in each case to the extent applicable to the parties and as amended, superseded or updated from time to time: (i) GDPR; (ii) the UK GDPR;  (iii) the Data Protection Act 2018; (iv) the Privacy and Electronic Communications (EC Directive) Regulations 2003; and (v) any other applicable data protection and privacy laws;

“Deployment Costs” means any one-off costs and/or capital expenditure, including but not limited to hardware costs, software costs, installation costs, engineering costs, professional services costs and training costs, as set out in the Customer Engagement Document;

“Equipment” means the equipment set out in the Customer Engagement Document, if any;

“Early Termination Charge” means all of the costs which may be incurred by NGC from activities including site surveys, engineer visits and planning charges; and Charges relating to the provision of the Services which would be due to the end of the Committed Period;

“Fair Use Policy” means any fair use policy provided by NGC to the Customer in relation to the use of the Services;

(a)             “Force Majeure Event” means an event beyond the reasonable control of NGC including but not limited to strikes, lock-outs or other industrial disputes (whether involving the workforce of NGC or any other party), any default, delay or failure of the Third Party Operator, a utility service or transport network, shortage of or prevention from obtaining in any way labour, parts, materials, fuel, energy or other supplies, act of God, war, riot, civil commotion, act or threat of terrorism, hostilities, blockade or sabotage, theft or malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm, lightning, earthquake, lack of water arising from weather or environmental problems or default of suppliers or subcontractors.
“GDPR” means the General Data Protection Regulation ((EU) 2016/679);

“Insolvency Event” means in respect of either party: (a) other than for the purposes of a bona fide reconstruction or amalgamation, such party passing a resolution for its winding up, or a court of competent jurisdiction making an order for it to be wound up or dissolved, or that party being otherwise dissolved; or  (b) the appointment of an administrator of, or the making of an administration order in relation to, either party, or the appointment of a receiver or administrative receiver of, or an encumbrancer taking possession of or selling, the whole or any part of the entity’s undertaking, assets, rights or revenue; (c)         that party entering into an arrangement, compromise or composition in satisfaction of its debts with its creditors or any class of them, or taking steps to obtain a moratorium, or making an application to a court of competent jurisdiction for protection from its creditors; or (d) that party being unable to pay its debts, or being capable of being deemed unable to pay its debts, within the meaning of section 123 of the Insolvency Act 1986; or (e) that party entering into any arrangement, compromise or composition in satisfaction of its debts with its creditors.

“Installation Services” means Services as described in the Customer Engagement Document related to the installation of the Equipment at the Site by NGC in accordance with condition 6;

“Intellectual Property Rights” means patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world;

“Legislation” means any applicable legislation, authorizations, permissions, rules, regulations, orders and guidelines relating to the provision, marketing and use of the Services and includes without limitation the Communications Act 2003, the PSA Code and/or any directives or other requirements issued by OFCOM from time to time;

“Network” means the telecommunication systems NGC uses to provide the Services;

“Network Operator” means an electronic communications network supplier whom NGC select and may change from time to time;

“NGC” means NGC Network Services Limited registered in England and Wales with company number 06133204 whose registered office is at 2 Navigation Court, Calder Park, Wakefield, West Yorkshire, WF2 7BJ.

“NGC Helpdesk” means the facility and central point of communication established between NGC and the Customer in relation to any Service Failure. The details of this facility is set out in the Customer Support Plan that is part of the Customer Engagement Document;

“NGC Service Agreement” means the agreement prepared by NGC further to an order from the Customer;

“OFCOM” means the Office of Communications, the independent UK communications industry regulator and competition authority appointed and empowered under the provisions of the Communications Act 2003, or any appointment that replaces it;

“Order” means the Customer’s order for Services as set out in the Customer Engagement Document;

“Phone-Paid Services Authority” means the regulatory body for all premium rate charged communications services (formerly known as Phonepay Plus); and “PSA” shall be construed accordingly;

“PSA Code” means the Code of Practice (in time to time in force) and/or any guidance in relation to the operation of premium rate telephone call lines and any similar services issued by the Phone-Paid Services Authority from time to time;

“Proposal” means NGC’s proposal prepared for the Customer relating to the Services;

“Purchase Order” means a document in which the Customer describes and/or specifies the Services which are to be delivered by NGC under the Contract;

“Rebate Services” has the meaning given to it in condition 10.1;

“Relevant Rebate” has the meaning given to it in condition 10.6;

“Services” means the Services and/or supply of the Equipment as stated in the Customer Engagement Document;

“Service Credit” means the amounts payable, if any, by NGC to the Customer in accordance with condition 4 and as specified on the NGC website from time to time;

“Service Failure” means any failure, error or defect in the provision of the Services by NGC or a Network Operator engaged by NGC but excludes failures, errors or defects arising from, caused by or contributed to by the Customer’s acts or omissions or those of third parties including Third Party Operators and/or other providers of communications services or equipment, including internet services;

“SLA” means in relation to a Service the performance standard, if any, set out in the Customer Engagement Document and any Third Party Operator’s terms & conditions of supply;

“Service Provider” means has the meaning given to it in the PSA Code;

“Statement of Work” means a document which is completed by NGC for the Customer as part of a Proposal;

“Tariff Review” means a review, which subject to condition 2.4, the Customer can request NGC to carry out on its tariff (as specified in the Customer Engagement Document) at any time after the twelfth month following the Commencement Date;

“Third Party Operator” means an operator of any communications network or system over which NGC may provide the Services including without limitation a Network Operator and a general supplier;

“UK GDPR” has the meaning given to it in section 3(10) (as supplemented by section 205(4)) of the Data Protection Act 2018;

“Working Hours” means 09:00-17:30 on a Business Day; and

“Year” a period of 12 consecutive months commencing on the Commencement Date and each 12 month period thereafter during the term of the Contract.

1.2           In these Conditions, the following rules apply:

(a)            a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality);

(b)           a reference to a party includes its personal representatives, successors or permitted assigns;

(c)            a reference to a statute or statutory provision is a reference to such statute or statutory provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted;

(d)           any phrase introduced by the terms including, include, in particular or any similar expression, shall be construed as illustrative and shall not limit the sense of the words preceding those terms;

(e)            a reference to writing or written includes e-mails; and

(f)             the Schedules form part of a Contract and shall have effect as if set out in full in these Conditions. Any reference to a Contract includes the Schedules.

1.3           If there is any inconsistency between the various parts of a Contract, the following order of precedence will apply, where 1 has a higher precedence than 2 and so on: (1) the Customer Engagement Document (2) the Schedules (to the extent they apply); and (3) these Conditions.

2.              Basis of contract

2.1           These Conditions apply to each Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

2.2           Each Order constitutes an offer by the Customer to purchase Services in accordance with these Conditions. Each Contract is a separate agreement and shall not form part of any other Contract(s) that the parties have entered into.

2.3           Each Order shall only be deemed to be accepted when NGC receives the written acceptance of the Order, as set out in the Customer Engagement Document signed by the Customer and countersigned by NGC at which point and on which date the Contract shall come into existence (“Commencement Date”). Subject to conditions 2.4 and 2.5, the Contract will continue for the Committed Period and thereafter for successive periods of 12 months, unless the Customer provides NGC with not less than 90 days’ written notice in accordance with clause 18.4, of its intention to terminate the Contract, such notice not to expire before the Committed Period.

2.4           Where under an applicable Contract the Customer requests a Tariff Review and NGC agree to amend the Customer’s tariff, a new Committed Period will be deemed to start from the date upon which the relevant tariff is amended.

2.5           Where the Customer informs NGC in the Customer Engagement Document that it has less than ten (10) employees, the Contract will continue after the Committed Period for successive periods of 90 days, unless the Customer provides NGC with not less than 90 days’ written notice of its intention to terminate the Contract.

2.6           Each Contract constitutes the entire agreement between the parties. The Customer acknowledges that it has not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of NGC which is not set out in the Contract.

2.7           Any samples, drawings, descriptive matter or advertising issued by NGC or any Third Party Operator and any descriptions or illustrations contained in NGC’s or any Third Party Operator’s catalogues or brochures, are issued or published for the sole purpose of giving an approximate idea of the Services described in them. They shall not form part of the Contract or have any contractual force.

2.8           Any quotation given by NGC shall not constitute an offer and is only valid for a period of 20 Business Days from its date of issue.

2.9           Unless otherwise stated, the Conditions apply to all Services, and the Schedules apply to Services that are of the following service/product types:

Service/product type                          Schedules that apply
Landlines (PSTN,SIP,ISDN)                                           Schedule 1

UcaaS (e.g. Horizon, Avaya Cloud).                            Schedules 1,2

Puzzel                                                                            Schedules 1,6

Phone system or equipment (e.g. Avaya,                 Schedule 2
Swyx, liquid voice, Xima, phones, handsets,
headsets, routers, firewalls, including hosted
equipment in data centres)

Data services (e.g. leased lines, Fibre,                     Schedule 7
Broadband, FTTC, FTTP, wireless)

Mobile services incl. mobile IoT and                         Schedule 5
Mobile broadband

Gamma Contact                                                          Schedules 1,8

Smoothwall filtering and monitoring                       Schedule 3

3.              Supply of Services

3.1           NGC shall supply the Services to the Customer in accordance with the Contract in all material respects.

3.2           NGC shall use all reasonable endeavours to meet any performance dates specified in the Contract or as otherwise agreed between the parties in writing, but any such dates shall be estimates only and time shall not be of the essence for performance of the Services.

3.3           NGC shall have the right to make any changes to the Services which are necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the Services, and NGC shall notify the Customer in any such event.

3.4           NGC warrants to the Customer that the Services will be provided using reasonable care and skill.

4.              Service Failures

4.1           NGC do not guarantee that the Services will be continuously available or free from Service Failures.

4.2           The Customer shall report any Service Failure to NGC without undue delay via the NGC Helpdesk and shall provide such information as necessary to enable NGC to investigate the Service Failure.

4.3           If the Customer reports a Service Failure pursuant to condition 4.2 and it is determined by NGC that no Service Failure has occurred, NGC may charge the Customer all reasonable costs and expenses incurred by NGC in investigating the alleged Service Failure and recover the same as a debt due from the Customer.

4.4           If a Service Failure causes an SLA not to be achieved NGC will, subject to condition 9.9, pay the Customer a Service Credit by issuing a credit note to the Customer for a sum equivalent to the amount of the Service Credit.

4.5           The duration of any Service Failure, for the purposes of calculating Service Credits, will be measured from the time the Customer reports the Service Failure to NGC pursuant to condition 4.2to the time NGC can demonstrate the relevant Service Failure has been resolved.

5.              Allocation and use of telephone numbers

5.1           Where NGC allocate any telephone numbers or codes to the Customer as part of the Services, the Customer will not acquire any legal, equitable or other rights in relation to such numbers or codes. All Intellectual Property Rights or other rights in any allocated numbers or codes shall at all times remain the property of NGC.

5.2           NGC may on giving the Customer written notice withdraw or change any allocated numbers or codes but will only do so in the event it is required to do so under applicable Legislation.

5.3           The Customer shall not be entitled to sell or transfer or seek to sell or transfer any allocated numbers or codes. However, the Customer may port numbers to NGC and may also port numbers to other carriers with whom NGC’s Network Operators have porting agreements.

6.              Equipment and Installation

6.1           Unless otherwise specified in a Schedule, the Equipment remains the property of either NGC or (where applicable) the relevant Third Party Operator and the Customer shall have no right, title or interest in or to the Equipment (save the right to possession and use of the Equipment subject to the terms and conditions of the Contract). Equipment will be at the Customer’s risk immediately on delivery to the Site (or into custody on the Customer’s behalf, if sooner).

6.2           The Customer shall procure that a duly authorised representative of the Customer shall be present at the delivery of the Equipment. Delivery will be evidenced by signature by the Customer’s authorised representative. NGC shall not have any liability for any delay in performing the Services and reserve the right to charge carriage and/or storage if an authorised signatory is not available, or the Customer refuses to accept delivery of Equipment.

6.3           The Customer must inspect the Equipment and inform NGC of any damaged or missing items within seven (7) days of delivery (or expected delivery in the case of missing items) pursuant to condition 6.1by telephoning Customer Services.

6.4           The Customer shall:

(a)            notify NGC promptly if the Equipment is not operating correctly;

(b)           not alter, adapt or modify the Equipment in any way without NGC’s prior written approval;

(c)            not request or permit any person other than NGC to provide any maintenance services in respect of the Equipment;

(d)           co-operate to a reasonable extent with NGC’s personnel in diagnosis investigation and correction of any fault in the Equipment.

6.5           The risk of loss, theft, damage or destruction of the Equipment (or any other goods supplied to the Customer) shall pass to the Customer on delivery pursuant to condition 6.1. The Customer will hold the Equipment on NGC’s behalf and keep it secure, safe, insured and identified as NGC’s property. The Customer may not sell the Equipment or place any charge or lien over it, and will notify NGC immediately of any loss, theft or damage of any Equipment.

6.6           The Customer will ensure that the Equipment and any other equipment and/or hardware connected to or used with any Services is connected and used in accordance with any applicable instructions, safety or security procedures provided by NGC and/or the relevant manufacturer of the Equipment and is used in a proper manner by competent trained employees only or by persons under their supervision.

6.7           The Customer must not add to, modify, carry out any maintenance on or in any way interfere with the Equipment nor permit anyone else (other than someone authorised by NGC) to do so. The Customer is liable to NGC for any loss of or damage to the Equipment, except where such loss or damage is due to fair wear and tear or is caused by NGC or anyone acting on its behalf.

6.8           The Customer shall fully indemnify NGC in the event of NGC’s inability to maintain the Equipment in good working order for any reason within the control of the Customer.

6.9           NGC shall incur no liability whatsoever in respect of additional damage, loss, liability, claims, costs or expenses caused or contributed to by continued use of the Equipment after a defect has become apparent or is suspected or should reasonably have been suspected.

6.10        The Customer acknowledges and agrees that NGC has no obligation to review or edit any of the Customer’s information which it stores on or transmits through the Equipment or uses in connection with the Services. However, NGC reserves the right to access, retain and disclose copies of such information for the purposes of:

(a)            correcting, maintaining and improving the Services;

(b)           complying with any Legislation, conditions or its Authorisation or the terms of NGC’s contracts with third parties;

(c)            observing the performance of the Services including, for SLA monitoring;

(d)           retaining a record of activity on the Equipment or systems;

(e)            complying with any request for information or disclosure from a court or other appropriately authorised body; and

(f)             ensuring that the Customer is complying with the Fair Use Policy.

7.              Access to the Customer’s site

7.1           The Customer shall provide the Third Party Operator, NGC, its employees, agents, consultants and subcontractors, with access to the Site or any premises at which the Equipment may be located and the Customer’s other facilities as reasonably required by NGC or the Third Party Operator. For such purposes the Customer hereby grants the Third Party Operator and NGC its employees, agents, consultants and subcontractors, a licence to enter upon the Site or any premises at which the Equipment may be located, and shall grant reasonable access and facilities for the same.

7.2           In respect of certain Services, as notified to the Customer following the Commencement Date, it may be necessary to access the Site prior to the Connection Date in order to provide the Installation Services. NGC will use reasonable endeavours to ensure the relevant Third Party Operator performs and completes the Installation Services however for technical or operational reasons installation may not be possible. In this event, NGC may terminate the Contract or the affected Service or part thereof by notice to the Customer in writing.  The Customer accepts that such notice of termination may be on short notice as the technical or operational reason may not be discovered until an attempt is made to supply the Installation Services.

7.3           The Customer will provide a suitable and safe working environment for the Third Party Operator and NGC employees and anyone acting on its behalf in relation to Installation Services carried out at the Site. In normal circumstances, access to the Site will only be required during Working Hours. If the Third Party Operator or NGC require access outside Working Hours, the Customer will, where reasonably requested by NGC, permit or procure permission for such Third Party Operator, NGC or its agents to have access to the Site.

8.              Customer’s obligations and acknowledgements

8.1           The Customer shall:

(a)            ensure that the information it provides in the Order and any information and materials it provides to NGC from time to time are complete and accurate in all material respects;

(b)           co-operate with and provide such information and materials to NGC as is reasonably required in all matters relating to the Services;

(c)            be responsible for ensuring the compatibility of the Services with any monitored alarm system the Customer may have and the Customer should check this with its monitored alarm system provider;

(d)           provide NGC with an email address for the invoicing of the Charges and will immediately notify NGC of any changes to that email address;

(e)            obtain and maintain all necessary licences, permissions and consents which may be required before the date on which the Services are to start including, without limitation, consents relating to any Equipment being put on the Site and for any alteration to buildings, or permission to cross third party property;

(f)             keep and maintain all materials, equipment, documents and other property of the Third Party Operator and/or NGC (“NGC Materials”) at the Customer’s premises in safe custody at its own risk, maintain NGC Materials in good condition until returned to the Third Party Operator or NGC (as applicable) and not dispose of or use NGC Materials other than in accordance with NGC’s or the Third Party Operator’s written instructions or authorisation;

(g)            give NGC at least two (2) Business Days’ written notice of any advertising, promotion or other campaigns which may significantly increase traffic on the relevant Network Operator’s network;

(h)           permit NGC to use the Customer’s name and trade marks in NGC marketing materials and activities; and

(i)             immediately inform NGC in writing of any changes or additions to any information supplied to NGC at any time and any sanctions imposed on the Customer or any associated individuals by the PSA; OFCOM and/or any other regulator.

8.2           The Customer acknowledges and agrees that:

(a)            NGC may select and at any time change any carrier or service provider for the purposes of providing the Services, and the Customer hereby authorises NGC to give all notices, nominations and other authorisations that are necessary for it to provide the Services;

(b)           whilst the Services are provided to the Customer, NGC is authorised by the Customer to act on its behalf in all dealings with any Third Party Operator in connection with any matter that enables NGC to provide or to continue to provide the Services;

(c)            it is solely responsible for safeguarding its data by any necessary means including, without limitation, making backup copies and maintaining a disaster recovery process;

(d)           it is responsible for the security of its use of the Services including, without limitation, protecting passwords, backing-up all data, using appropriate security devices (such as virus checking software) and having a disaster recovery processes in place;

(e)            it shall immediately notify NGC of any threat to the security of the Services of which the Customer becomes aware;

(f)             in relation to any Services regulated by the PSA and for the purposes of the PSA Code, it:

(i)             is the Service Provider and will be recognised by the PSA as the Service Provider;

(ii)            will have adequate customer service and refund mechanisms in place (including a non-premium-rate UK customer service phone number) in order to discharge its obligations under the PSA Code; and

(iii)          will comply with any and all directive, directions, instructions, recommendations or other similar advice that OFCOM and/or the PSA issues from time to time;

(g)            that it will not use the Services in any way which:

(i)             breaches or causes NGC to breach any Legislation;

(ii)            where applicable, breaches the Fair Use Policy or Acceptable Use Limit;

(iii)          for any improper, immoral or unlawful purpose;

(iv)           causes a degradation of service to any of NGC’s other customers;

(v)            involves the sending of unsolicited marketing or advertising materials;

(vi)           results in the transmission or storage of any material of a pornographic, obscene, defamatory, menacing or offensive nature or material which is a nuisance, hoax, abusive, racist or indecent or which would result in the breach of any third party’s Intellectual Property Rights, confidential information or privacy;

(vii)         breaches or causes NGC to breach any applicable Data Protection Legislation including, but not limited to, the Data Protection Legislation;

(viii)        causes an overload of NGC’s chosen Network Operator; or

(ix)           causes the Third Party Operator and/or NGC to lose or breach its Authorisation;

(h)           NGC shall be entitled to use traffic data and/or Personal Data (as defined in the Data Protection Legislation) relating to the Customer (if the Customer is an individual) or the Customer’s officers (if it is a limited company) in accordance with the NGC Privacy Policy in force from time to time which is available upon request; or

(i)             NGC may change the Contract: (including changing or introducing new Charges or changing or withdrawing Services): (i) where required to comply with applicable law or regulation; (ii) due to a change in NGC’s or a Third-Party Operator’s charges, out-payments, operations or services; or (iii) where NGC reasonably determines the change is needed to maintain or improve quality of the Service.

8.3           The Customer undertakes to indemnify and keep indemnified NGC on demand against any claim, losses or damages that NGC incur due to any third-party liabilities (including any claim by a Third Party Operator) that is due to any acts or omissions by the Customer.

9.              Charges and payment

9.1           In consideration of the provision of the Services, the Customer shall pay NGC the Charges. The Charges shall be payable from the date that the Service or any part of a Service is first made available to the Customer or upon installation in the case of Equipment and the Installation Services. The Customer shall pay the Charges by direct debit. If the Customer requests payment by an alternative means and NGC agrees to the same, an administration charge of £50 will be added to each of the Customer’s invoices.

9.2           NGC shall invoice the Customer for the Charges monthly or as otherwise set out in the Order, notified by NGC to the Customer from time to time.

9.3           Where the Customer does not pay the pay Charges by direct debit, it shall pay each invoice submitted by NGC:

(a)            unless otherwise agreed between the parties, within 14 days of the date of the invoice or 7 days in respect of the Customer’s final invoice relating to the Services; and

(b)           in full and in cleared funds to a bank account nominated in writing by NGC, and

time for payment shall be of the essence of the Contract. Any late payments of the Customer shall be dealt with in accordance with NGC’s credit control policy, a copy of which is available here: https://www.ngcnetworks.co.uk/terms-conditions/.

9.4           Where the Customer is liable to pay the Deployment Costs, and unless otherwise agreed between the Customer and NGC in writing, it shall pay 50% of the Deployment Costs at the time of the Order, and the remaining 50% on completion of the Services.

9.5           All amounts payable by the Customer under the Contract are exclusive of amounts in respect of value added tax chargeable for the time being (“VAT”), which shall be added at the prevailing rate as applicable and paid by the Customer following delivery of a valid VAT invoice.

9.6           If Customer reasonably and in good faith disputes an invoice or part of it, Customer shall notify NGC of such dispute within 14 days of receipt of the invoice, providing details of why the invoiced amount is incorrect and, if possible, how much Customer considers is due.

9.7           If the Customer makes payment of the Charges by direct debit and the relevant direct debit is dishonoured or cancelled for any reason, then, without prejudice to any other remedies available to NGC, NGC shall be entitled to charge the Customer an administration fee of £50 and a further monthly administration fee of £50 for each month in which the direct debit is dishonoured or not reinstated following cancellation.  In addition, the Customer shall pay all costs and expenses (including reasonable legal costs) reasonably incurred by NGC or its Third Party Operator in enforcing payment of the Charges.

9.8           NGC may vary the Charges at any time upon giving the Customer written notice in the event there are any changes in NGC’s arrangements with the Third Party Operator or as a result of any legal, regulatory or reasonable business requirements.

9.9           NGC may at any time, without limiting its other rights or remedies, set off any amount owing to it by the Customer against any amount payable by NGC to the Customer including, without limitation, the Service Credits.

9.10        The Customer shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law).  It is noted that any Charges that are periodical Charges shall be properly due and payable by the Customer for the whole period, even if the Services to which they relate were only provided for part of that period, and subject to condition 9.11, the Customer shall not be entitled to any pro-rata reduction.

9.11        If the Contract or any Service was terminated by the Customer during such period under condition 15.3(breach by NGC or termination on notice) or condition 17 (Force Majeure) then, insofar as any element of the Charges represents charges payable by NGC to Third Party Operators in respect of such period which are recharged to the Customer, any refund of that element shall be limited to the amount of pro-rata refund (if any) received by NGC from the relevant Third Party Operator(s) in relation to (and directly attributable to) that element of the Charges.

9.12        Notwithstanding condition 6, where the Services include the sale of any Equipment or other goods to the Customer, the Equipment and such other goods will remain the property of NGC or its Third Party Operator, as appropriate, until all Charges relating thereto and all other sums which are or which become due to NGC from the Customer on any account have been paid in full (cash or cleared funds).

9.13        NGC will, in May of each year, apply an increase to the Charges in line with the percentage increase in the Consumer Prices Index plus 3.9% in the preceding 12-month period, and the first such increase shall take effect on the first May following the Commencement Date and shall be based on the latest available figure for the percentage increase in the Consumer Prices Index.

9.14        NGC shall be entitled to increase the Charges at any time with immediate effect where we can reasonably demonstrate that such an increase is due to an increased cost of providing the Service caused by a third party supplier, or legal or regulatory change. Any such increase in the Charges will not exceed the increased cost incurred by us in providing the Service.

10.           Credit limit/Security payment

10.1        NGC shall be entitled to perform a credit check on the Customer at any time during the Committed Period. Further NGC may in its sole discretion and at any time during the Committed Period impose a Credit Limit on the Customer’s account. Any Credit Limit imposed can be amended by NGC without prior notice to the Customer. If the Customer exceeds such Credit Limit, NGC shall be entitled to demand immediate payment of the Charges and/or suspend the Service.

10.2        Upon demand by NGC, NGC may require the Customer to pay NGC a security deposit as a condition of providing the Services. NGC may suspend provision of the Services until it receives payment of the security deposit. NGC may hold the security deposit until the Customer has paid all sums due to NGC under the Contract. NGC will refund to the Customer any security deposit it is still holding on request upon termination of the Contract or at NGC’s discretion after twelve (12) months of continuous on time bill payments. No interest shall be payable on any security deposit held by NGC.

11.           Intellectual property rights and software

11.1        All Intellectual Property Rights in or arising out of or in connection with the Services, the NGC Materials and the Equipment shall be owned by NGC, its suppliers, or licensors (as applicable).

11.2        The Customer hereby warrants that it is the owner of or properly licensed to use any brands, logos, trade marks, graphics, text, sounds, data, works, and other materials hosted or processed using the Services and shall ensure that NGC and its Third Party Operators are properly licensed to copy and reproduce such materials where this is required for the supply of Services under the Contract.

11.3        Where any software is provided by NGC to the Customer to enable it to make use of the Services (“Software”), NGC grants the Customer a non-exclusive, non-transferable licence to use the Software solely for the purpose of receiving the Services. Where Software is supplied subject to third party licence terms relating to third party software the Customer shall comply (and ensure that its users comply with) such terms.

11.4        Except where the Customer obtains NGC’s prior written consent, the Customer acknowledges and agrees that it shall not:

(a)            rent, loan, lease, sub-licence, translate, merge, adapt, vary, or modify the Software, in whole, or in part; nor

(b)           disassemble, decompile, reverse engineer, or create derivative works based on the whole, or any part, of the Software nor attempt to do such things except to the extent that such acts cannot be prohibited by law.

12.           Confidentiality and Data Protection

12.1        A party (“receiving party”) shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the receiving party by the other party (“disclosing party”), its employees, agents or subcontractors, and any other confidential information concerning the disclosing party’s business, its products and services which the receiving party may obtain. The receiving party shall only disclose such confidential information to those of its employees, agents and subcontractors who need to know it for the purpose of discharging the receiving party’s obligations under the Contract, and shall ensure that such employees, agents and subcontractors comply with the obligations set out in this condition as though they were a party to the Contract. The receiving party may also disclose such of the disclosing party’s confidential information as is required to be disclosed by law, any governmental or regulatory authority (such as OFCOM and/or the PSA) or by a court of competent jurisdiction. This condition 12shall survive termination of the Contract.

12.2        Conditions 12.2to 12.4 are in addition to and do not replace a party’s obligations under the Data Protection Legislation. The terms ” Controller”, “Processor”, “Data Subject”, “Personal Data”, “Process”, “Processed” and “Processing” have the meanings prescribed in the Data Protection Legislation.

12.3        Each party shall comply with the Data Protection Legislation.

12.4        The parties agree that, as at the date of the Contract and that neither party Processes Personal Data on behalf of the other party. If, following signature of the Contract, a controller – processor relationship develops between the parties, the parties shall enter into a separate data processing agreement or confirm separately in writing the subject matter and duration of the Processing, the nature and purpose of the Processing, the types of Personal Data, the categories of Data Subject and the obligations and rights of NGC.

13.           Limitation of liability

13.1        Nothing in these Conditions shall limit or exclude either party’s liability for:

(a)            death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;

(b)           fraud or fraudulent misrepresentation; or

(c)            for any liability that, by law, cannot be limited or excluded.

13.2        Subject to condition 13.1:

(a)            NGC shall under no circumstances whatever be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for:

(i)             any loss of business; or

(ii)            loss of profits; or

(iii)          loss of anticipated savings; or

(iv)           loss of reputation; or

(v)            loss or depletion of goodwill and/or similar losses; or

(vi)           loss of goods; or

(vii)         loss of contract; or

(viii)        loss of use; or

(ix)           business interruption; or

(x)            any indirect, special, pure economic or consequential loss, cost, charge, expense or damage, arising out of or in connection with the Contract; and

(b)           NGC will have no liability to the Customer for the additional cost incurred by the Customer in engaging and transferring to a replacement provider for any of the Services.

(c)            NGC’s total liability to the Customer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed:

(i)             where the liability occurs in the first Year of the Contract, the sums received by NGC under the Contract from the Commencement Date to the date of the liability first arises in respect of the specific Service under which liability arose; or

(ii)            where the liability occurs in the second or any subsequent Year of the Contract, to the sums received by NGC under the Contract in the Year preceding the Year in which the liability arose in respect of the specific Service under which liability arose.

13.3        Except as expressly and specifically provided in the Contract, all warranties, conditions and other terms implied by law or otherwise are, to the fullest extent permitted by law, excluded from the Contract.

13.4        Unauthorised use of a Customer’s network, phone system or equipment remains the sole responsibility of the Customer.  This includes but is not limited to incidences such as toll fraud, cyber security breaches and hacking.  It is recommended that the customer employs appropriate policies and security to mitigate such unauthorised access of their network and equipment. NGC is not liable for any costs incurred by the Customer as a result or in connection with such incidences or such unauthorised access to the customers network or equipment.

14.           Suspension of the Services and/or Contract

14.1        If NGC’s performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (“Customer Default”):

(a)            NGC shall without limiting its other rights or remedies have the right to suspend performance of the Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations to the extent the Customer Default prevents or delays NGC’s performance of any of its obligations;

(b)           NGC shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from NGC’s failure or delay to perform any of its obligations as set out in condition 14.3; and

(c)            the Customer shall reimburse NGC on written demand for any costs or losses sustained or incurred by NGC arising directly or indirectly from the Customer Default.

14.2        NGC may suspend the provision of the Services in whole or in part if:

(a)            it has an entitlement to terminate the Contract;

(b)           it has reasonable ground to believe the Customer is acting in breach of the Fair Use Policy or the Acceptable Use Limit;

(c)            technical limitations exist or arise which make the provision of the Services impossible or materially limit the functionality or performance of the Services including, if the Services depend on a Third Party Operator, the suspension of the Services by the Third Party Operator;

(d)           it is necessary for operational reasons such as upgrades to the Services or regular or emergency maintenance or to deal with any actual or suspected security breach, virus, attack or any misuse;

(e)            it is obliged to comply with any contract, order, instruction or request of a competent governmental regulatory or other authority;

(f)             if in NGC’s reasonable opinion the Customer’s conduct is likely to result in the breach of any Legislation or is otherwise prejudicial to NGC’s interests;

(g)            the Customer exceeds the Credit Limit;

(h)           the Customer allows anything to be done which in NGC’s reasonable opinion may have the effect of impairing the operation of the Services; or

(i)             the Customer’s direct debit for the payment of the Charges is dishonoured or cancelled for any reason.

14.3        Where the suspension of the Services and/or Contract is the result of the Customer’s default, NGC shall be entitled to charge the Customer an administration fee where NGC, in its sole discretion, reinstates the Services and/or Contract following suspension.

14.4        NGC will, where reasonably practicable, give the Customer notice of its intention to suspend the Services and/or Contract and, in relation to suspension for the reasons stated in conditions 14(c) to (e) above, will restore the Services as soon as NGC is reasonably able to do so.

14.5        For the avoidance of doubt, if NGC exercise its right to suspend the Services and/or Contract pursuant to this condition 14 this will not restrict it rights to terminate the Contract under condition 15.

15.           Termination

15.1        Without limiting its other rights or remedies, NGC may terminate the Contract with immediate effect by giving written notice to the Customer if:

(a)            the Customer fails to pay any amount due under the Contract on the due date for payment and fails to pay all outstanding amounts within 7 days after being notified in writing to do so;

(b)           the Customer commits a breach or persistent breaches of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 20 days of being notified in writing to do so;

(c)            the Customer suffers an Insolvency Event;

(d)           the Customer’s financial position deteriorates to such an extent that in NGC’s opinion the Customer’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy;

(e)            the Customer (being an individual) dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his own affairs or becomes a patient under any mental health legislation;

(f)             the Customer has an Authorisation under which it has the right to run a communication system and to connect it to NGC’s system removed, revoked or amended;

(g)            NGC’s contract with Network Operator for a Service is terminated or if any Third Party Operator which is essential to the provision of the Services is terminated or ceases to be available for any reason whatsoever, at all or at any appropriate quality, and no suitable replacement shall be available on commercially reasonable terms.  NGC shall give such advance notice in writing to the Customer as it is reasonably able to give;

(h)           NGC is directed by OFCOM, the PSA and/or any other competent authority to cease the provision of the Services or any part of them to the Customer;

(i)             it is found the Customer has submitted an application for the Services which in NGC’s reasonable opinion contains any false, incorrect or misleading information;

(j)             if NGC’s Authorisation is revoked or modified in any way which has a material impact on NGC’s ability to provide the Services or any of them or if NGC is prohibited from providing or restricted from providing the whole or any part of the Services;

(k)            a breach, act, omission or default by the Customer may result in NGC breaching any applicable Legislation or place NGC or any of its Associates in breach of its interconnect agreements with BT or any other Network Operator;

(l)             the Customer’s use of the Network Operator’s network is, or in NGC’s reasonable opinion is likely to cause damage to, interrupt or otherwise prevent NGC from supplying services to other customers or complying with obligations owed to other customers;

(m)          such action is required to comply with any Legislation;

(n)           NGC has reasonable ground to believe the Customer is involved in fraudulent or other unlawful activity;

(o)           the Customer undergoes a change of Control; or

(p)           the Customer moves Site.

15.2        NGC may terminate the Contract on giving the Customer not less than 30 days’ written notice to expire on or after the Committed Period.

15.3        The Customer may terminate the Contract on written notice to NGC if NGC commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 30 days of that party being notified in writing to do so.

16.           Consequences of termination

16.1        On termination of the Contract for any reason:

(a)            the Customer shall immediately pay to NGC all of NGC’s outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, NGC shall submit an invoice, which shall be payable by the Customer immediately on receipt;

(b)           the Customer shall return the Equipment and any of NGC’s confidential information (including any NGC Materials) to NGC. If the Customer fails to do so, then NGC may enter the Customer’s premises and take possession of them. Until they have been returned, the Customer shall be solely responsible for their safe keeping and will not use them for any purpose not connected with the Contract;

(c)            NGC will arrange for disconnection of the Equipment from the Network;

(d)           the accrued rights, remedies, obligations and liabilities of the parties as at expiry or termination shall be unaffected, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry; and

(e)            conditions which expressly or by implication survive termination shall continue in full force and effect.

16.2        If:

(a)            NGC terminates the Contract pursuant to condition 15.1 (but excluding termination under condition 15.1(g), (h), (j) and (m)) before the end of the Committed Period; or

(b)           the Customer cancels the Contract before the Connection Date,

then notwithstanding any other remedy under the Contract or at law, NGC reserves the right to charge the Customer the Early Termination Charges which shall be added to the Customer’s final invoice. The Customer agrees the Early Termination Charges are a fair assessment of the costs, losses and damage that NGC will suffer as a result of the termination or cancellation of the Contract under condition 16.2(a) or (b).

16.3        The parties acknowledge and agree that where the Customer has more than one Contract with NGC, termination of a single Contract will not affect or terminate any other Contract(s) that exist unless such Contract(s) also terminates in accordance with its terms.

17.           Force majeure

17.1        NGC shall not be liable to the Customer as a result of any delay or failure to perform its obligations under the Contract as a result of a Force Majeure Event.

17.2        If the Force Majeure Event prevents NGC from providing any of the Services for more than 90 days, NGC shall, without limiting its other rights or remedies, have the right to terminate the Contract immediately by giving written notice to the Customer.

18.           General

18.1        NGC may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights under the Contract and may subcontract or delegate in any manner any or all of its obligations under the Contract to any third party or agent.

18.2        The Customer shall not, without the prior written consent of NGC, assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with all or any of its rights under the Contract.

18.3        The Customer must bring any legal proceedings against NGC arising under or in connection with the Contract within twelve (12) calendar months from the date the Customer first became aware (as can be evidenced by reasonable record) of the facts giving rise to the liability or alleged liability or within the relevant statutory limitation period, whichever is the earlier.

18.4        Any notice required or permitted to be given by either party to the other under these Conditions shall be in writing addressed to that other party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice. In the case of the Customer serving notice on NGC of its intention to terminate the Contract pursuant to clause 2.3, such notices will only be valid if sent in the form of an email to ceaserequest@ngcnetworks.co.uk.

18.5        Each provision of the Contract is severable and distinct from the others and if any provision or part-provision of the Contract 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.

18.6        Failure or delay by a party in enforcing or partially enforcing any provision of the Contract shall not be construed as a waiver of that right or any other rights under the Contract, nor separate to bar exercise or enforcement of it or any other right at any time or times thereafter.

18.7        Except for the PSA who may directly enforce any provisions of the Contract related to Services regulated by the PSA, no term of the Contract shall be enforceable by any party who is not a party to the Contract under the Contracts (Rights of Third Parties) Act ##1999.##

18.8        Except as set out in these Conditions, no variation of the Contract shall be effective unless it is agreed in writing and signed by NGC.

18.9        The Contract shall be governed by and construed in accordance with English law and the courts of England shall have exclusive jurisdiction to settle any disputes which may arise out of or in connection with the Contract.

1.              Definitions

1.1           In addition to the definitions in clause 1 of the Conditions, capitalised terms shall have the meaning set out in this Schedule as follows:

“BT” means British Telecommunications plc;

“Conferencing Services” means voice or video conferencing facilities;

“Emergency Organisation” means in respect of any locality: (a) the relevant public police, fire, ambulance and coastguard services for that locality, (b) any other organisation, as directed from time to time by Ofcom as providing a vital service relating to the safety of life in emergencies;

“Fixed Line Network” means an electronic communications wired network over which NGC provides the Services;

“Inbound Service” means the service under which you are able to receive Calls;

“IP Service” means an IP telephony service including but not limited to SIP and Horizon;

“Microsoft Team Voice Services” means of a range of hosted services that connects Microsoft Teams to the public switch telephony network (PSTN). It allows businesses to leverage Microsoft Teams as a telephony solution, to make and receive external calls to landlines and mobiles, supporting local and international breakout and emergency call handling without requiring Microsoft Calling Plan licenses or on-premise equipment; and

“Outbound Services” means the service under which you are able to make outbound calls.

2.              Additional Terms applicable to Inclusive call bundles

2.1           Call bundles are only applicable on SIP, Horizon or Teams Voice service when the service is on a minimum 36-month contract and when also specified on a customer contract.

2.2           If a UK landline bundle is specified on the contract for a SIP service, then the bundle will include 5000 minutes per channel for calls to UK landlines (01,02,03 numbers). A maximum of 750 minutes of the 5000 minutes per channel can be used to call UK 03 numbers.

2.3           If a UK landline bundle is specified on the contract for a Teams Voice or Horizon service, then the bundle will include 2000 minutes per channel for calls to UK landlines (01,02,03 numbers). A maximum of 750 minutes of the 2000 minutes per channel can be used to call UK 03 numbers.

2.4           If a UK Mobile bundle is specified on the contract, then the bundle includes 2000 minutes per channel for calls to UK landlines (01,02,03 numbers).

2.5           The Customer will be notified of the breach of any bundle 5 working days after end of the calendar month that the breach has occurred.

2.6           If any of the call bundles are breached, NGC reserves the right to charge customers for all calls made on the SIP endpoints for the month and calls will be charged at 1.5 pence per minute for UK landline calls and 3.5 pence per minute for UK mobile calls.

3.              Outbound Service

3.1           All calls are to be routed over NGC’s chosen network. Should any calls be routed over any other network with or without the Customer’s knowledge, other than during a service failure or network outage that NGC has notified the Customer of or for any other reason NGC may agree with the Customer, then NGC reserves the right to bill the Customer at NGC’s standard tariff.

3.2           Where the Customer uses a call forwarding feature on any of NGC’s Services, the Customer agrees and accepts that such forwarded calls will be chargeable at the rate applicable on the Customer’s tariff at the time.

4.              Inbound Service

4.1           NGC reserves the right to apply the Charges for each inbound number which does not carry any traffic for any period of 3 consecutive months. Where  Charges have been applied and a number subsequently carries traffic in any month then the relevant Charges will not apply to the months where there is traffic.

4.2           NGC reserves the right to apply a nominal monthly Charge for each inbound number where the only Service the Customer takes from NGC is the Inbound Service.

4.3           If an inbound number is withdrawn by OFCOM or PSA or any of NGC’s suppliers for reasons beyond NGC’s control NGC reserves the right to recover the number(s) from the Customer immediately. NGC will use its reasonable endeavours to supply the Customer with another number which is acceptable to the Customer.

4.4           Where the Customer takes an international number as part of the Inbound Service, in addition to the above, the following shall apply:

(a)            NGC cannot guarantee call quality and shall not be liable for service incompatibility. It is recommended that the Customer performs full compatibility tests prior to publishing any international number(s) provided by NGC;

(b)           NGC cannot guarantee support for calls from mobile numbers unless otherwise specified and in these cases there will be an additional charge;

(c)            the Customer accepts that restrictions to the service may apply in certain countries and the Customer agrees to abide by these restrictions;

NGC is reliant on third parties for delivery of the Customer’s billable call records so there may be a delay in NGC billing the Customer for the Customer’s international inbound calls, there will be no time limit on NGC billing the Customer for these calls. In some cases, calls will be logged in two parts and NGC may bill these parts in different months, but endeavours to do this within two concurrent months.

5.              Rebates

5.1           Where the Services comprise or include services in respect of which rebates are payable by NGC to the Customer (“Rebate Services”), the Customer hereby authorises NGC to raise an invoice on the Customer’s behalf. NGC will notify the Customer of the amount of rebate due for each calendar month or other applicable period within fifteen (15) days of the end of each billing period. Subject to clause 5.4, NGC will pay the rebate to the Customer within forty five (45) days following the date of invoice or (if later) within seven (7) days of the date of receipt by NGC of sums from the relevant Third Party Operator paid to NGC in respect of the applicable Service. The Customer agrees it shall be entitled to deduct rebates payable by NGC to the Customer from the payment of Charges. In the case of any Service regulated by the PSA, NGC shall not make any payments of rebates to the Customer for at least thirty (30) days after the use of the Service to which the payments relate.

5.2           NGC shall have the right at any time to revise the amount of the rebates payable to the Customer by giving the Customer written notice prior to the effective date of revision. The revised amounts shall apply to all Rebate Services provided to the Customer on or after the effective date of such revision.

5.3           Each rebate shall be calculated according to the duration of calls relating to the Rebate Service as indicated by NGC’s or the Network Operator’s equipment.

5.4           Following a decision or request from the PSA relating to a Rebate Service, NGC may withhold from any rebate payable to the Customer or demand payment by the Customer such sums as are sufficient to meet any fines, administrative charges or other sums payable by NGC to the PSA and to which the PSA claim entitlement under the PSA Code and such sums shall be recoverable by NGC from the Customer as a debt.

5.5           If NGC has reasonable grounds to suspect that the Customer is in breach of the Contract or that the Rebate Services are being used (whether by the Customer or any third party) for any illegal or fraudulent activity and/or otherwise than in accordance with the terms of the Contract, then NGC shall be entitled to withhold payment of any sum (in whole or in part) due to the Customer in relation to the Rebate Service or deduct the same from any rebate due to the Customer unless and until the Customer can prove to NGC’s reasonable satisfaction that it is not in breach of the Contract and/or that the Rebate Service was not so used.

5.6           In the event that NGC pay a rebate to the Customer and following a subsequent decision or request from the PSA relating to a Rebate Service, NGC are required to pay the PSA any fine, administrative charges or other sums to which the PSA claim entitlement under the PSA Code:

(a)            a Network Operator subsequently withholds payment of any sum (in whole or in part) due to NGC in relation to a Rebate Service;

(b)           a Network Operator subsequently claims repayment of any sum paid to NGC in respect of a Rebate Service, provided such a claim does not arise because of NGC’s actions or the actions of NGC’s employees or representatives; and/or

(c)            NGC have reasonable grounds to suspect that a rebate has been paid for a Rebate Service that has been or is being used (whether by the Customer or any third party) for any illegal or fraudulent activity and/or otherwise than in accordance with the terms of the Contract or was paid to the Customer whilst the Customer was in breach of the Contract,

(collectively referred to as “Relevant Rebate”) NGC shall be entitled to:

(d)           deduct an amount equal to the Relevant Rebate from any future rebate due to the Customer under the Contract; demand payment by the Customer of an amount equivalent to the Relevant Rebate and the Customer agrees to pay such amount within fourteen (14) days of the receipt of such a demand; or

(e)            deduct an amount equivalent to the Relevant Rebate from any sum held by NGC or any of its Associates whether under the Contact or any other agreement as security of the Customer’s obligations.

5.7           If as a result of any future Legislation and/or as a result of a decision made by a Network Operator and/or by OFCOM the terms upon which rebates may be paid by NGC (as a supplier of non-geographic numbers including, but not limited to ##0844)## to the Customer are regulated then NGC shall be entitled to amend the terms upon which the Rebate Service is supplied to the Customer upon written notice which the Customer will be obliged to accept including, for the avoidance of any doubt, the amounts of rebates payable to the Customer.

6.              Conferencing Services

6.1           Where NGC provides the Customer with numbers or access codes in relation to the Conferencing Services, the Customer accepts it does not own the numbers or access codes and NGC reserves the right to withdraw these at any time. On termination of the Conferencing Services for any reason any numbers and/or access codes provided by NGC will be withdrawn.

6.2           Conferencing Services may be subject to maximum participants which may vary from time to time.

6.3           The Customer agrees to keep confidential all access codes and only share guest access codes with any guest participants. The Customer will be liable for all Charges whether the service was used with the Customer’s knowledge or not.

7.              IP Telephony Service

7.1           If the Customer has an IP telephony service and it is to be used principally in a fixed location, the Customer must register that address with NGC prior to activation. Furthermore, if you have a reasonable expectation that the IP telephony service is to be used in multiple locations, NGC recommends that the Customer updates the location information associated with it whenever accessing the IP telephony service from a new location. The Customer can update this information either using the portal or by notifying NGC of any change in address. For the avoidance of doubt, it is the Customer’s responsibility to maintain an accurate record of this address information so that NGC can supply the information to the Emergency Organisation(s). NGC is not liable for any consequences of the Customer’s failure to do this.

7.2           Where call routing utilises IP, the Customer acknowledges that call quality and availability can be subject to factors outside of NGC’s control e.g. bandwidth contention or quality of service (QoS). NGC shall not be liable to the Customer in respect to any quality or availability issues with such a Service.

7.3           The Horizon IP Service requires a minimum of sixty (60) days’ notice of termination to take effect no earlier than the end of the current Committed Period.

7.4           Where the Customer takes an international IP Service, the Customer agrees to comply with any in country regulatory obligations that may be applicable to the Customer’s use of the service.

7.5           Handsets which can be used to access IP telephony services may be configured to NGC’s network. On termination of the Contract, if the Customer requests that handsets are unlocked NGC may arrange for handsets to be unlocked in an authorised manner and the Customer may be charged an unlocking administration fee.

8.              CallGuard Service

8.1           Where NGC has advised the Customer in writing that the CallGuard Service has been activated on the Customer’s account, unless NGC has advised the Customer of specific lines or endpoints, all the Customer’s, SIP and Horizon end points are automatically covered by the CallGuard Service at the agreed tariff.

8.2           After taking the CallGuard Service, the Customer may opt out on any of the Customer’s lines or end points at any time by informing NGC in writing, which NGC will confirm by return.

8.3           The CallGuard Service only applies where the Customer’s outbound calls are routed over the Gamma network. If calls are routed over any other network for any reason, whether with or without the Customer’s or NGC’s knowledge or permission, then these calls will not be protected by the CallGuard Service and the Customer will remain liable for these calls regardless of the nature of the calls.

8.4           In taking the CallGuard Service the Customer agrees to NGC barring the Customer’s line or end point should NGC see any unusual outbound call activity; however the Customer accepts and agrees that NGC will not be liable for failing to bar the Customer’s line or end point should NGC’s service fail to identify any unusual outbound call activity for any reason.

8.5           Where NGC bars the Customer’s line or end point the Customer will not be liable for any further outbound call charges on that line until the bar has been removed. Once the bar has been removed the Customer will be liable for all further outbound call charges.

8.6           The Customer will continue to be liable for all rental charges on any lines or end point which NGC may bar whether the bar is removed or not.

8.7           The Customer agrees that NGC will not be liable for any direct or indirect losses or consequences, financial or otherwise, where NGC bars your line as a result of you taking the CallGuard Service.

8.8           Where a line or end point is barred as a result of the CallGuard Service, NGC will only remove the bar on instruction from the Customer. For the avoidance of doubt, NGC will accept instruction to remove the bar from any employee within the Customer’s company and the Customer agrees NGC is not liable for any direct or indirect losses, financial or otherwise, as a result of NGC’s removal of the bar.

8.9           If an endpoint has the CallGuard Service enabled, it will be applied to all channels on the endpoint.

8.10        Network call diverts are excluded from the CallGuard Service and do not form part of the monitored call traffic. Charges for any network call diverts and associated calls will be chargeable to the Customer in all circumstances.

8.11        Should the Customer opt out of the CallGuard Service, NGC continues to reserve the right to bar the Customer’s line or end point should NGC see any unusual outbound call activity that it reasonably suspects to be fraudulent, however the Customer will remain liable for all outbound call charges.

9.              Line Service

9.1           When NGC provides your Line Service, NGC will route your calls through NGC’s network. No other service provider may route these calls or attempt to, and if they do NGC reserves the right to bar these calls.

9.2           Where your lines are transferred to NGC on a like for like basis, the Customer agrees to pay for any additional services which may exist on the Customer’s lines that the Customer may not have made NGC aware of at the time of ordering regardless of when these services are billed to NGC by the underlying supplier (including but not limited to telephone book entries that may be billed to NGC annually by BT).

9.3           Certain services which are provided by Third Party Operators may not be compatible with the Services and may be automatically removed from the Customer’s line during set up (as applicable) and may no longer be available to the Customer.

9.4           To the extent the underlying Line Service is provided to NGC by BT and BT terminates such underlying service due to a general withdrawal of such BT service affecting the area where the Line Service is provided, NGC reserves the right to terminate the Line Service or replace it with an alternative service with the same or a different price, at NGC’s discretion.

9.5           If the Customer wishes to connect equipment to the Fixed Line Network other than using a main phone socket, the Customer must obtain NGC’s prior written consent and acknowledges that NGC may have to request permission from the relevant Third Party Operator prior to granting any consent.

9.6           The Customer will not connect any equipment to the Fixed Line Network that may harm the Fixed Line Network or the equipment of other users of the Fixed Line Network.

10.           Microsoft Teams Voice Services

10.1        Unless otherwise specified, Teams Voice Services includes Microsoft Teams – Direct Routing, Microsoft Teams and CloudUCX.

10.2        For all Teams Voice Services, it is the Customer’s responsibility to ensure appropriate Microsoft licences to use Teams as a Phone system have been procured and assigned to users and the Customer will be responsible for configuring the Microsoft Teams environment to route calls using the Teams Voice Service.

10.3        Creation and administration of the Customer’s tenant, including addition of users and routing plans, will be the responsibility of the Customer’s Microsoft 365 administrator. Unless otherwise specified in the Contract, the Customer will be responsible for Microsoft Phone System configuration and management, Microsoft Teams configuration and management, Microsoft 365 configuration and management and all user data in the Microsoft 365 tenant.

10.4        For Microsoft Teams – Direct Routing, NGC assumes no responsibility for the assets that form part of the Customer’s Teams Voice Service but are not supplied by NGC, or under NGC’s control, either directly or indirectly. This means that NGC is not responsible for any aspect of the supply, administration, provisioning, security or support of your Microsoft 365 environment, beyond providing a guide to the required initial configuration of the Customer’s Microsoft 365 tenant, in order to enable connectivity to NGC’s network, and performance of service acceptance testing. Responsibility for performing this configuration will lie with the Customer.

10.5        For Microsoft Teams CloudUCX, the number of users shall be reviewed on a monthly basis through a user report from Microsoft 365.and the Customer shall be billed for this number of users at the Charges detailed in the Contract for the remainder of the Committed Period. For the avoidance of doubt, any additional users identified as using the Service shall be billed to the Customer in your monthly bill without the need for a further signed agreement.

10.6        For Microsoft Teams – Direct Routing, unless specified, Professional Services including set up, integration to Microsoft Teams or training are excluded but are available on request and additional Charges shall apply to these Professional Services.

10.7        All Microsoft Teams Voice Service require a minimum of ninety (90) days written notice of termination, such notice to be given not less than ninety (90) days before the expiry of the Committed Period.

11.           Emergency Services

11.1        All Services allow access to UK emergency services and caller location information (when based in the UK) unless specifically advised otherwise within the Contract. IP phones need an additional power supply to operate. In the event of a power failure it is the Customer’s responsibility to ensure it has the means to make emergency calls and NGC will not be liable for any loss or damage (financial or otherwise) where the Customer fails to do so. It may on occasions not be possible for emergency services personnel to identify the Customer’s location and telephone number so this information should be stated promptly and clearly by the Customer when making such a call.

12.           Services with Call Recording

12.1        Where the Customer takes a Service which includes call recording of inbound and/or outbound calls, it hereby accept that it is the Customer’s responsibility to obtain legal advice to ensure it is fully compliant before recording any calls. The Customer further confirms that it will comply with all legal requirements when using any call recording product and agree that NGC shall have no liability for any costs or claims which may be incurred as a result of any failure by the Customer to comply with any legal requirements whether or not the Customer was aware of the requirement.

13.           Services with Music On Hold

13.1        Where the Customer takes a Service which permits it to upload music files for a music on hold feature, the Customer agrees to obtain any necessary licences and consents as may be required and agree to indemnify NGC from any direct or indirect claims where the Customer fails to do so.

14.           Number Presentation

14.1        Where the Customer is able to nominate a telephone number as its outbound calling presentation number, it agrees to comply with all applicable laws and regulations that may be relevant at the time. Where the Customer’s Service offers number presentation options, NGC cannot guarantee consistent presentation of the intended number for calls made to mobile or international carriers as successful presentation of the number is entirely dependent on the carriers use of these numbers. NGC shall have no liability to the Customer should its nominated number fail to present at any time.

15.           Telephone Numbers

15.1        The Customer accepts that it does not own the number(s) provided to the Customer and it has no right to sell or to agree to transfer the number(s) provided to it for use with the Services and the Customer must not do so or try to do so.

15.2        The Customer also accepts that NGC has the right to reallocate to a third party any numbers that are provided to the Customer for use with the Services but that the Customer does not use for a period of six (6) months. However, if the Customer continues to pay any recurring Charges for those numbers, NGC shall not exercise this right.

15.3        The Customer has the right to request to migrate numbers to another provider subject to its remaining contractual obligations contained within the Contract.

15.4        NGC may put your name, address and the telephone number(s) for the Services in the telephone book published by BT for the Customer’s area and make the Customer’s phone number available to BT’s directory enquiries database, as soon as we can. However, NGC will not do so if you ask NGC not to, though any changes to existing telephone book entries will be done by BT and the timing of such change is out of NGC’s control.

15.5        If the Customer wants a special entry in the telephone book it must let NGC know. Where NGC agrees to a special entry the Customer will be liable to pay an extra charge and sign a separate agreement for that special entry.

15.6        In relation to the IP telephony service, arrangements in relation to inclusion in BT’s telephone book and directory enquiries database are available on request from NGC.

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

15.8        NGC reserves the right to withdraw any numbers from the Customer where NGC is instructed to do so by a change in law or regulation.

16.           Call Rates and Charges

16.1        Our call rates for outbound calls to UK non-geographic numbers are charged according to the banding used by BT. The Customer acknowledges and agrees that there may be occasions where a call type moves from one band to another band or BT change their charging structure and subsequently the Charges for some of these call types may change, NGC will apply this change from the 1st of the month following the change and the Customer acknowledges that NGC may not always be able to give the Customer notice of such changes.

16.2        Where the Customer takes any bundled service, it agrees to pay for all chargeable items which are excluded from or exceed the allowance of the bundle. Unless otherwise advised in writing, any bundles including calls to mobile numbers shall include only calls to Gamma mobile and to the main UK mobile networks, which at the time of writing are EE, O2, Vodafone and Three.

16.3        Unless otherwise agreed with the Customer in writing all call costs in NGC’s tariffs are displayed in pence per minute. All billing is per second, call durations are measured up to the whole second and the call Charges rounded up to a penny.

16.4        Inbound bundles include calls which terminate to UK landline numbers only, unless specified otherwise in writing. Should the Customer terminate its calls to a mobile, a non-geographic or an international number then standard call Charges will apply and are available on request.

16.5        Call charges will be invoiced in arrears. NGC will calculate the Charges for calls using the details recorded by the Customer’s network. Rental charges will be billed in advance.

16.6        NGC will bill the Customer for all calls that are routed over our chosen network provider. Any calls that are routed by other means for any reason beyond NGC’s control and for which the Customer is invoiced by another provider will remain the Customer’s responsibility. It is the Customer’s responsibility to advise NGC if the Customer receives invoices from other providers for services the Customer believes to be with NGC and the Customer should advise NGC as soon as the Customer receives these invoices. NGC shall not be liable for any loss or damages as a result of the Customer being invoiced by other providers (including but not limited to any perceived loss of savings).

16.7        Where the Customer takes multiple Services which are bundled into a single monthly rental and it subsequently ceases any Service in full or in part, it will remain liable for the full monthly rental for the remainder of the Committed Period unless NGC has agreed otherwise. Notwithstanding this, the Customer’s minimum liability will be for the full cost of any installation, survey, set up, activation and Equipment on the ceased Service, the costs for which NGC will confirm at the time.

16.8        NGC reserves the right to offset any inbound rebates which may be due to the Customer against any amounts the Customer may owe to NGC. NGC reserves the right not to pay any inbound rebates until such rebates total a cumulative minimum of £5 in any month.

17.           Fraudulent Traffic and Unusual Call Profile

17.1        The Customer is responsible for all Charges if the Services are used without the Customer’s full knowledge and consent or otherwise. This means by way of example but not by way of limitation that the Customer is liable to pay for all calls made as a result of “rogue diallers”, unbarred premium rate numbers and calls made by any third party gaining unauthorised access to the Customer’s telephony systems.

17.2        If in NGC’s reasonable opinion the Customer’s call profile is indicative of fraudulent activity NGC reserves the right to suspend the Service immediately without notice.

18.           Consequences of termination

18.1        Where the Customer exercises its right to terminate the Contract in accordance with clause 15.3 of the Conditions, any and all SIP and Teams Voice circuits/endpoints and Horizon tenants will have cease fee of £50 per endpoint/tenant and a number porting out charge of £11 per number/DDI.

18.2        On termination of the Contract for any reason, any / all routers that were used for managed internet connections (including but not limited to: Leased lines, Assured ADSL, Converged FTTC, EFM, EoFTTC, DIA, MIA, MPLS, IPVPN) must be returned within 30 days of contract cessation or NGC will invoice £300 exc. VAT for the router.

1.     Definitions

“Bring into Service Date” means the date on which the System is first brought into use by the Customer or, in the event of delays attributable to the Customer or any other third party, the date from which the System can be used by the Customer if such delays had not occurred.

“Contract Value” means that sum so named in the Contract together with any additions thereto or deductions there from agreed in writing in accordance with the Contract.

“Network Operator” means a public or private telecommunications operator providing a telecommunications network or circuit regulated by statutory licence.

“Software” means all operating systems and other programs of a machine readable form that are necessary for the System to operate in compliance with the performance parameters defined in the Contract and excluding all source material including but not limited to source code listings, object code listings, flow charts and assembler instructions.

“System” means all System hardware, software, documentation and services specified in the Contract to be provided by NGC to the Customer. When a complete ‘’System’’ is not been provided ‘’System’’ applies to any hardware, software or I.T. equipment.

2.              NGC’s Rights and Obligations

2.1           NGC reserves the right to change the specifications and parameters of the System to be supplied insofar as such changes do not materially affect the operational performance of the System.

2.2           NGC shall be responsible for the following:

(a)            to obtain, where there is a statutory requirement for NGC to do so, technical approval from the designated regulatory authority for the System to be supplied and installed in accordance with the terms of the Contract except those items which are specified by the Customer for which NGC has disclaimed such responsibility in writing;

(b)           to supply, install and commission the System detailed in the Contract;

(c)            to fulfil the warranty obligations defined herein;

(d)           to enter, at NGC’s discretion, into a maintenance agreement with the Customer upon the current NGC’s terms and conditions for provision of maintenance services and at the rates then prevailing.

3.              Customer’s Obligations

3.1           NGC will at all times endeavour to liaise with and advise the Customer on all aspects of the installation programme. The Customer however, is responsible for undertaking and bearing the cost of the following unless otherwise agreed in writing by a duly authorised Director of NGC:

(a)            Technical Information: the Customer is responsible for supplying NGC when required with all necessary technical information regarding the Site at which the System is to be installed and the Customer’s operating requirements.

(b)           Preparation of The Site: before delivery is due to take place the Customer shall prepare the Site in accordance with the specifications stipulated by NGC and the Network Operator, and any extra costs incurred as a result of failure to do so, including storage costs, shall be paid to NGC by the Customer.

(c)            Provision of Facilities: the Customer will provide at its own expense scaffolding, unskilled labour, lifting gear, builders’ work, electric power, heating, lighting and ventilation, and where electrical supplies are required these shall be clean and stable and will be provided and maintained by the Customer at its own expense. Any cutting away and making good of floors, ceilings, ceiling tiles and panels, trenching, back filling, the supply and erection of poles and the provision of trunking or ducting shall not be supplied by NGC unless expressly agreed in writing.

(d)           Access: the Customer shall provide NGC and NGC’s authorised contractors with access to the Site at all reasonable times.

(e)            Wayleaves/Approvals: the Customer shall obtain and pay for all necessary wayleaves and secure the approval of appropriate planning and other authorities as required.

(f)             Connection Approval: although NGC will be responsible for securing BABT/BSI approval of the design of the System, the Customer shall obtain the Network Operator’s consent for connection of an approved System to the relevant networks (if required). It is the Customer’s responsibility to arrange for such connection to be made together with the provision of any test lines as may be required and to pay any connection and PCI charge, and to comply with any conditions relating to the connection. Installation of the System under the Contract does not include any such connection. No liability shall attach to NGC if the Network Operator denies or withdraws connection facilities to an approved System.

(g)            Other Attachments: any other attachments to the System that are made by the Customer shall be at the Customer’s risk and the Customer shall be responsible for ensuring that they are suitable for use with the System and comply with the Network Operator’s regulations. The Customer shall not make attachments which diminish performance or reliability of the System.

(h)           Self-Provision Licence (SPL) and the Telecommunications Services Licence (TSL): the Customer is responsible for ensuring that the System will be used only in accordance with the terms and conditions of the Self-Provision Licence or the Telecommunications Services Licence, as appropriate, and as issued (from time to time) by the Secretary of State for Trade and Industry (or any special licence obtained by the Customer) and that only such private circuits are connected to the System as are permitted by such licence to be so connected.

(i)             Where the provision of structured cabling and or block or extension wiring is not included under the Contract the Customer shall be responsible for ensuring that it is or is brought up to relevant BSI standards at its own expense and shall pay the cost of any acceptance tests carried out by NGC in respect of it.

4.              Variations

4.1           Changes to the technical specification and configuration of the System requested by the Customer prior to delivery will only be effective if accepted in writing by a duly authorised Director of NGC and expressly incorporated into the terms of the Contract and their implementation will be subject to full agreement in writing having been reached on any consequential adjustment to the Contract Value and target dates.

5.              Contract Value

5.1           The Contract Value shall, unless otherwise specified in the Contract, be inclusive of:

(a)            Packaging and delivery of the System to the Site;

(b)           Installation where this forms part of the Contract; and

(c)            Training, to the extent specified in the Contract.

(d)           The Contract Value shall, unless otherwise specified in the Contract, be exclusive of:

(e)            Value Added Tax or other government imposts; and

(f)             All items denoted as Customer’s Obligations in clause 3 of this Schedule.

6.              Payment

6.1           The payment of the Contract Value shall be due and payable without deduction, set off or counterclaim as follows:

(a)            50% of the Contract Value with the order for the System; and

(b)           40% of the Contract Value on commencement of delivery of the System to the Site; and

(c)            10% of the Contract Value on the Bring into Service Date.

6.2           In the event that the Customer is unable to take delivery of the System upon the agreed delivery date, NGC reserves the right to deliver the System into NGC’s stores and the Customer shall be immediately liable to pay to NGC the Contract Value of the System (or the portion of it so delivered) as though delivery had been made to Site.

6.3           NGC shall also be entitled to recover any reasonable additional costs incurred as a result of the Customer’s delay. Payments shall be made within thirty (30) days of the date of NGC’s invoice and payment shall not be prevented by minor defects which do not materially affect operational use, but NGC shall remedy such minor defects within a reasonable time where it is NGC’s responsibility to do so.

6.4           Where payments are not received within thirty (30) days of the date of NGC’s invoice NGC reserves the right to:

(a)            suspend deliveries on this and any other order held with the Customer, its Parent Company, Subsidiaries or Associates; and/or

(b)           recover such sums by deduction of monies otherwise due by NGC to the Customer, its Parent Company, Subsidiaries or Associates. and/or

(c)            charge interest at the statutory interest rate specified in the Late Payment of Commercial Debts (Interest) Act and amendments thereto per month or part thereof on the unpaid sum for that period the sum remained properly due. and/or

(d)           enter onto the Customer’s premises and recover the System delivered or installed. In such an event NGC shall return any sums previously paid less sums reasonably incurred by it in the delivery, installation and recovery of the System, including depreciation in the System’s subsequent resale value.

7.              System and Installation Specification

7.1           The System and installation specification shall be that which has been agreed upon in writing and expressly incorporated into the Contract and any prior representations be they written or verbal shall be of no effect unless expressly incorporated herein. Where no such specification is detailed in the Contract the System and installation details in NGC’s quotation shall apply.

7.2           The illustrations and engravings in NGC’s catalogue and data sheets are intended to display the general features of the System and the information contained in such publications shall not form part of the Contract.

7.3           All drawings, sketches and information provided by the Customer in relation to wiring and installation are contractual documents upon which NGC has placed reliance. Any changes, errors or omissions to such drawings, sketches or information shall form a change to the Contract with regards to which NGC reserves the right to make additional charges, amend timescales or offer an alternative system, whichever is appropriate and suitable.

8.              Risk and Title

8.1           Risk in the System shall pass from NGC to the Customer upon delivery to the Site (or, in the event of instalment delivery to the Site, risk shall pass as and when each instalment is delivered to the Site) and the Customer shall indemnify NGC against all risks in respect of the same and accept full responsibility to provide insurance cover at full replacement value.

8.2           For the purpose of this clause 8 the term “System” includes any item leased by NGC for demonstration purposes.

8.3           Risk in all other equipment, such as tools and plant taken on to the Customer’s Site by NGC for the purpose of the Contract, shall pass to the Customer when brought onto the Site by NGC (or its agents or sub-contractors) until such equipment is removed from the Site except in so far as any damage to such equipment is due to any act of negligence on the part of NGC.

8.4           Title to System hardware shall pass to the Customer only when NGC has received full payment for the System hardware. However, title to System Software and the media on which it is embodied and copyright and other intellectual and industrial property rights in System Software and in all data and information embodied in System hardware shall at all times remain with NGC and its licensors.

9.              Delivery

9.1           The Contract Value include packaging and delivery to the Site nominated by the Customer in the Contract by any means at NGC’s disposal.

9.2           Unless otherwise agreed in writing the System price comprised in the Contract Value is based upon the normal delivery timescale for the System. Where an extended delivery timescale is required by the Customer NGC reserves the right to deliver to storage and claim payment accordingly.

9.3           Delivery will be recorded by a NGC Delivery Note and the Customer or his nominated agent shall acknowledge receipt by countersigning a copy of the Delivery Note.

9.4           Where NGC site personnel sign to acknowledge receipt of deliveries they do so as the Customer’s agent unless an agent is otherwise notified to NGC by the Customer in writing prior to delivery. In this instance such personnel as are nominated by the Customer must be available to receive the System.

9.5           NGC shall repair or at NGC’s option replace free of charge any part of the System which is lost or damaged in transit, provided that NGC is given written notification of such loss or damage within such times as will enable NGC to comply with the carrier’s Conditions of Carriage or, where delivery is made by NGC’s own transport, within five (5) working days after counter signature by the Customer or the Customer’s agent of the Delivery Note.

10.           Installation

10.1        Where installation is included the Contract Value is based on the work being carried out during NGC’s normal working hours and proceeding without hindrance to completion and may be increased if the Customer requests the work to be carried out at any other time or if the work is interrupted for reasons outside NGC’s control. All ordinary cutting away is included but not making good or redecorating or work normally carried out by a specialist tradesman. NGC or its contractors will install and commission the System and, within seven (7) days of NGC giving notice of completion of installation, NGC will carry out its standard installation tests to show that the System is ready to be brought into service.

10.2        On completion of the installation the System shall be accepted by the Customer. The Customer will then sign NGC’s Completion Certificate. If NGC is unable to proceed with completion for reasons within the control of the Customer or the Customer’s other contractors, then the System shall be deemed accepted seven (7) days after NGC’s notice of completion of installation.

10.3        If any part of the System fails to pass the installation tests they will be repeated within a reasonable time and on the same conditions.

10.4        The System will not be deemed to have failed the installation tests on account of minor failures that do not materially affect its operational use, but NGC will be obliged to rectify such failures within a reasonable time.

10.5        NGC will assist the Customer in arranging any Network Operator’s Pre-Connection Inspection (“PCI”) and be in attendance during PCI if required. This does not relieve the Customer from its obligations defined in clause 3 of this Schedule.

10.6        If the System is subject to testing by the Network Operator NGC accepts no responsibility for the timely conduct of such tests, and final introduction into service will occur at a date to be agreed with the Network Operator.

10.7        Following PCI, NGC will assist the Customer in arranging for the Network Operator to connect the System to the network. This does not relieve the Customer from its obligations under clause 3 of this Schedule.

10.8        Following connection to the Network the System will be brought into service.

11.           Software

11.1        The System Software is supplied under licence in object code form and current release state on suitable media together with a configuration manual. Source materials will not be supplied under any circumstances whatsoever.

11.2        NGC grants the Customer non-exclusive licences to use the System Software solely with and for the operation of the System (and for no other purposes), for so long as the Customer wishes to use System Software for that purpose.

11.3        The Customer may not copy, modify or merge any part of the Systems Software, media or configuration manual, nor part with possession of the same nor deal with them in any manner prejudicial to NGC, without NGC’s prior written consent. Any copies for which consent is given must reproduce the copyright notice of NGC and its licensors.

11.4        The Customer undertakes to hold the Software and any associated manuals and/or documentation in strict confidence and not to make copies or make available or otherwise disclose them to any third party without the prior written consent of NGC.

11.5        The Customer fully complies with Avaya’s Software Licensing and Warranty for End Users as outlined in the link below: http://support.avaya.com/css/P8/documents/100072471.

12.           Warranty

12.1        NGC warrants that the System will be free from defects in materials and workmanship for a period of twelve (12) months after the Bring into Service Date, subject to the System being properly used for its designed purposes and to proper maintenance, in appropriate environmental conditions.

12.2        NGC will use all reasonable endeavours during the twelve month period to repair (or at its sole option replace) defective items of System hardware and to correct defects in System Software, free of charge, where the defect arises as a result of faulty materials or workmanship but NGC shall have the right to charge for repair, replacement or correction of defects due to any other cause.

12.3        NGC will pass on to the Customer any warranty offered to NGC by a third party manufacturer of equipment which is attached to the System.

12.4        NGC shall have no liability to the Customer for any defects that occur outside the scope of this warranty.

12.5        The Customer acknowledges that the System Software cannot be tested in every possible permutation and accordingly NGC does not warrant that System Software will be free of all defects or that its use will be uninterrupted.

12.6        The Customer assumes responsibility for ensuring that performance data, equipment, Systems features and facilities stipulated by it are sufficient and suitable for the Customer’s purpose save in so far as its stipulations or orders are in accordance with NGC’s written advice.

12.7        All other express or implied terms, conditions or warranties in respect of quality, fitness, use or condition of the Systems are excluded.

13.           Liability for Delay

13.1        All target dates quoted on the face of the Contract are subject to prompt receipt by NGC in accordance with agreed timescales of all necessary information from the Customer to enable NGC to put the work in hand. In respect of the target dates, time shall not be of the essence.

13.2        The completion date will be subject to extension if any incidence of delay is the result of the Customer’s instructions or lack of instruction, industrial dispute or any other cause beyond NGC’s reasonable control.

13.3        If the Bring into Service Date of all or part of the System is delayed by more than two weeks for reasons other than industrial disputes or any other causes outside NGC’s reasonable control, for each further complete week of delay there shall be deducted from the Contract Value one quarter of one per cent (0.25%) of the value of such portion or portions only of the System as cannot in consequence of the said failure be made Bring into Service. The amount so deducted shall not in any case exceed five per cent (5%) of the Contract Value. Such damages shall be in full and final satisfaction of all liability of NGC to the Customer for all losses of whatsoever kind the Customer may have suffered as a result of NGC’s delay.

14.           Termination of Contract

14.1        In addition to NGC’s right to terminate the Contract pursuant to condition 15 of the Conditions, NGC shall also have the right to terminate the Contract and claim any resulting losses or expenses if the Customer fails to enter into an appropriate third party leasing or financing arrangement.

15.           Leasing/finance arrangements

15.1        Where the Customer has entered or will enter into third party leasing or financing arrangements this will not affect or invalidate the Contract, save that title in the System (excluding software) shall pass to the third party finance provider only when NGC has received full payment of the Contract Value.

15.2        Other than as described above, the Contract shall have precedence over the terms and conditions of any third party leasing or financing arrangement entered into by the Customer.

1.     Definitions and interpretation

1.1           The definitions and rules of interpretation in this clause apply in this Schedule.

“Agreement” means the agreement between Smoothwall and the Customer for the sale and purchase of the Products and Services in accordance with these UK Terms and Conditions, the Quotation, the Software Licence, Support Agreement, Hardware Limited Warranty, Third Party Software Licence, Open Source Software Licence and Partner Agreement (to the extent the Customer is a Partner).

”Applicable Law“ means all applicable laws, regulations, regulatory requirements and codes of practice each as applicable and as amended, supplemented, substituted or replaced from time to time.

“Business Day(s)” means Monday to Friday except for public holidays in England.

“Business Hour(s)” shall mean 8.30am to 5.00 pm (UK time) inclusive on any Business Day.

“Confidential Information” means any information that relates to the business, affairs, operations, customers, processes, budgets, pricing policies, product information, strategies, developments, trade secrets, know-how, personnel and suppliers of the disclosing party including any personal data together with all information derived by the receiving party from any such information.

“Customer” means the party identified as the Customer in the Quotation or the Partner.

“Customer Data” means all personal data in whatever form or medium which is:

(a)            disclosed, supplied, or in respect of which access is granted, to Smoothwall whether by, or on behalf of, Customer or otherwise in connection with the Services; or

(b)           produced or generated by or on behalf of Smoothwall in connection with the Services.

“Personal Data Breach” means a security incident that results in an accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to, Customer Data transmitted, stored or otherwise processed by Smoothwall or another Processor.

“Data Protection Law” means  the Data Protection Regulation and/ or any other applicable data privacy or data protection laws and regulations each as applicable and as amended, supplemented, substituted or replaced from time to time.

“Data Protection Regulation” means Regulation (EU) 2016/679 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, as well as the equivalent retained in the UK.

“Hardware” means Smoothwall Hardware and Third Party Hardware.

“Initial Term” means the initial term set out in the Quotation.

“Open Source Software” means all software which comprises part of the Products or Services that has been licensed by its authors or owners under an Open Source Software Licence.

“Open Source Software Licence” means such applicable public licence terms and conditions by which the authors grant to the general public a right to use their software freely and allows such software to be changed and shared (in modified or unmodified form) by anyone such as the GNU General Public License, the GNU Lesser General Public License (LGPL).

“Other Processor” has the meaning given in clause 15.4(e);

“Partner” means a party with whom Smoothwall has entered into a Partner Agreement.

“Partner Agreement” means the partner agreement entered into between Smoothwall and the Customer (if the Customer is a Partner).

“Price” means the price payable for the Products and Services set out in the Quotation.

“Products” means such Hardware and Software including any Open Source Software that is incorporated and forming part thereof and Third Party Software as set out in the Quotation.

“Proprietary Rights” means any registered or unregistered letters patent, patented articles, designs, trademarks, copyright in all specifications, drawings and technical descriptions, computer software and databases, database rights, moral rights, inventions whether or not capable of protection by patent or registration, rights in commercial information and technical information, including know-how, research and development data, manufacturing methods and data, specifications and drawings, formulae, algorithms, prototypes and research materials, and other intellectual property rights, whether registered or unregistered and including applications for the grant of any such assets or rights of the foregoing descriptions and all rights or forms of protection having equivalent or similar effect anywhere in the world.

“Quotation” means the document issued by Smoothwall or the Partner (if applicable) to the Customer that sets out the Products and/or Services, the length of the Initial Term, Price and payment terms.

“Renewal Term” shall have the meaning set out in clause 4.1.

“Services” means the services or Support Services set out in the Quotation to be provided by Smoothwall to the Customer in accordance with this Agreement.

“Smoothwall” means Smoothwall Ltd. as registered with Companies House (Number: 4298247) at: Avalon 1 Savannah Way Leeds Valley Park Leeds LS10 1AB United Kingdom or any subsidiary or associated company.

“Smoothwall Hardware” means all Smoothwall branded hardware provided as part of and for use in the provision of the Software, Third Party Software, Open Source Software and Services including information and communication technology, network components and other computing devices.

“Software” means all proprietary software, excluding Third Party Software, owned by Smoothwall, licensed to the Customer pursuant to the Software Licence, save for any Open Source Software that is incorporated and forming part thereof, and which comprises part of the Products or Services.

“Software Licence” means the software licence granted to the Customer by Smoothwall governing the use that the Customer may make of the Software.

“Standard Contractual Clauses” means the contractual clauses required by Data Protection Law for the international transfer of personal data as amended from time to time by competent authorities;

“Supervisory Authority” means any competent data protection authority including under the Data Protection Regulation.

“Support Agreement” means the agreement for the provision of Support Services set out at Appendix B to these UK Terms and Conditions.

“Support Services” means the maintenance and technical support services to be provided in accordance with the Support Agreement.

“Tax” means any tax, levy, import, duty, charge or fee wherever applicable including brokerage or customs clearance fees.

“Third Party Hardware” means hardware other than Smoothwall Hardware manufactured or supplied by a third party and provided as part of and for use in the provision of the Software, Third Party Software, Open Source Software and Services including information and communication technology, network components and other computing devices.

“Third Party Software” means all proprietary software, excluding all Open Source Software, owned by or licensed to the Customer from a third party (whether or not supplied by Smoothwall) pursuant to the Third Party Software Licence and which comprises part of the Products or Services.

“Third Party Software Licence” means the software licence granted to the Customer by a third party governing the use that the Customer may make of the Third Party Software, which is available to the Customer from Smoothwall on request.

“UK Terms and Conditions” means these terms and conditions.

(a)            In the event of a conflict between the various constituent parts of the Agreement, the following order of precedence will apply:

(i)             the Quotation;

(ii)            the Partner Agreement (if the Customer is a Partner);

(iii)          the UK Terms and Conditions;

(iv)           the Software Licence;

(v)            Support Agreement;

(vi)           the Hardware Limited Warranty;

(vii)         the Third Party Software Licence; and then

(viii)        the Open Source Software Licence.

2.              Application of Conditions

2.1           These UK Terms and Conditions incorporate the Quotation, the Software Licence, the Support Agreement, the Hardware Limited Warranty, the Third Party Software Licence, the Open Source Software Licence, each where relevant Products and Services are provided under the Agreement.

2.2           The Partner Agreement and Appendix A to these UK Terms and Conditions apply to and are incorporated into the Agreement where the Customer is a Partner.

3.              Basis of Sale

3.1           The Quotation constitutes an invitation to treat by Smoothwall or the Partner (if applicable). The Quotation shall not constitute an offer by Smoothwall or the Partner (if applicable) to provide the Products and Services.

3.2           If Customer wishes to place an order they must specify the Quotation number at the time of ordering and provide a signed copy of the Quotation. The order constitutes an offer by the Customer to purchase the Products and Services in accordance with the Agreement. The Customer is responsible for ensuring that the terms of an order are complete and accurate. Smoothwall or the Partner (if applicable) is not obliged to accept any order by the Customer. The order shall not form part of this Agreement.

3.3           The order shall only be deemed accepted when Smoothwall or the Partner (if applicable) confirms the order in writing at which point the Agreement shall come into existence.

4.              Term of the Agreement

4.1           The Agreement shall continue for the Initial Term unless terminated earlier in accordance with the terms of the Agreement. At the end of the Initial Term and each subsequent Renewal Term, the Agreement will automatically renew for a further 12 months (the Renewal Term), unless the Customer confirms in writing that it will not renew, at least 30 days before the expiry of the Initial Term or Renewal Term (as applicable).  Smoothwall reserves the right to update the Prices payable under this Agreement in accordance with its then current standard charges on commencement of each Renewal Term.

5.              Delivery of Products and provision of Services

5.1           Smoothwall will use reasonable endeavours to manage and complete the delivery of the Products and provision of the Services in accordance with the Agreement.

5.2           Smoothwall may deliver the Products by separate instalments. This will not constitute a separate contract and all instalments together form a single indivisible Agreement.

6.              Smoothwall Obligations

6.1           Smoothwall shall endeavour to ensure that its staff, while on the Customer’s premises, in connection with this Agreement or the provision of the Products or Services, follow the Customer’s security procedures and health and safety regulations, where notified. Smoothwall will not be liable for any delay or failure to perform its obligations under this Agreement as a result of compliance with the terms of this clause 6.1.

6.2           Smoothwall shall provide the Support Services in accordance with the Support Agreement.

7.              Customer Obligations

7.1           The Customer shall:

(a)            co-operate with, and provide such accurate information requested by, Smoothwall in all matters relating to the supply and delivery of the Products and the provision of the Services;

(b)           take all steps reasonably required to allow Smoothwall to deliver and (to the extent that Smoothwall has agreed to assist in the installation) to  install the Products and Services;

(c)            properly use the supplied Products or Services and shall provide Smoothwall and its agents and contractors with all reasonable facilities and information to enable Smoothwall to perform its duties under the Agreement; and

(d)           promptly report to Smoothwall any suspected defect or error in any Products or Services of which the Customer becomes aware and confirm the details in writing.

8.              Title and Risk

8.1           The Customer shall be responsible for the Products once delivered to or collected by Customer (in accordance with clause 5). Notwithstanding clause 12, all hardware included in any Smoothwall sale is leased to the customer for the period of the contract and is recoverable by Smoothwall at the contract renewal date. Leasing of the Hardware shall commence to the Customer only after Smoothwall has received in full in cleared funds the full Price together with all Taxes due in respect of the Hardware and any products supplied previously to the Customer have been paid in full.

8.2           Until leasing of the Hardware has commenced and the hardware is leased by the customer, under clause 8.1 and during leasing of the hardware the customer shall:

(a)            hold the Hardware on a fiduciary basis as Smoothwall’s bailee;

(b)           safely store the Hardware so that they remain readily identifiable as Smoothwall’s property;

8.3           The Customer’s right to leasing of the Hardware shall terminate immediately if any of the circumstances set out in clause 10.4 or clause 18 arise or if the Customer encumbers or in any way charges the Hardware, or if the Customer fails to make any payment to the Smoothwall on the due date.

8.4           It is the end user responsibility to facilitate with Smoothwall the return of the hardware at the end of the contract period.

9.              Prices

9.1           All Prices and any additional charges payable under the Agreement are exclusive of delivery, packaging, insurance, Value Added Tax (VAT), or any other applicable Taxes. All such Taxes are payable by the Customer, but if paid by Smoothwall for any reason, Customer shall reimburse Smoothwall immediately on demand.

9.2           The Customer shall pay all costs and reasonable expenses incurred by Smoothwall for:

(a)            work carried out by Smoothwall in connection with any fault which is not covered by the Agreement; and

(b)           Smoothwall’s reasonable travel and subsistence expenses incurred for the purpose of providing on-site support to Customer under the Agreement.

10.           Payment Terms

10.1        Smoothwall or Partner (if applicable and in accordance with the Partner Agreement) may invoice the Customer for the full Price of the Products and Services, as set out in the Quotation, calculated over the Initial Term or Renewal Term (as applicable) prior to the first delivery or part delivery of the Products and Services.

10.2        The Customer must pay each invoice within 30 days of its date, unless alternative payment terms are set out in the Quotation, whether or not delivery has taken place. Time for payment shall be of the essence.

10.3        The Customer shall make all payments under this Agreement in full without set-off unless required by law. If a Tax withholding is required by law, the Customer shall pay an amount to ensure that Smoothwall  or the Partner (if applicable) receives the same total amount had no such withholding been required.

10.4        If the Customer fails to pay any amount when due, the whole balance then outstanding shall become immediately due and payable and, without prejudice to any other right or remedy available to Smoothwall, Smoothwall shall be entitled to:

(a)            terminate the Agreement or suspend any current or future deliveries or downloads or use of Products or Services to the Customer until payment has been made in full; and

(b)           charge interest on the amount outstanding from the due date to the date of receipt by Smoothwall (whether or not after judgment), at the annual rate of 3 % above the base lending rate from time to time of Bank of England Late Payment Reference Rate, accruing on a daily basis and being compounded quarterly until payment is made, whether before or after any judgment. Alternatively Smoothwall reserves the right to claim interest under the Late Payment of Commercial Debts (Interest) Act 1998.

10.5        Smoothwall reserves the right to withdraw at any time any credit terms previously granted, with the whole of the Customer’s account immediately becoming due for payment.

11.           Warranty

11.1        Smoothwall warrants that the Services will be supplied:

(a)            with reasonable skill and care;

(b)           within a reasonable time; and

(c)            by means of appropriately qualified and skilled personnel.

11.2        Warranties in respect of the various forms of Software are contained in the relevant licences and not in this clause 11.

11.3        Warranties in respect of Smoothwall Hardware are contained in the Hardware Limited Warranty applicable to that Smoothwall Hardware and not in this clause 11.

11.4        Nothing in this clause 11 will be construed as a warranty or condition that the operation of any Products or Services will be uninterrupted, error-free or provide a single safeguarding solution. Customer understands and accepts that any software (and information technology and communications products generally) may have errors and may encounter unexpected problems, and accordingly Customer may experience downtime and errors in the use of the Products or Services. Customer will put in place reasonable internal procedures and processes to enable it to minimise any inconvenience and any adverse impact of any such downtime or error.

11.5        Nothing in this clause 11 will be construed as offering a warranty about the ability of the Products and Services to affirmatively identity or prevent the intended or specific behaviours including but not limited to physical injury or disability, bullying, drug or alcohol use or abuse, sexual activity, sexual abuse, emotional distress, or risk to loss of life. The Customer is solely responsible for further investigating and making any determination about what course of action to take (if any) based upon the Services (including data) provided by Smoothwall.

11.6        The Customer accepts that the Products and Services may not be suitable for the monitoring or screening of all subjects and that if Customer has subjects with special safeguarding or monitoring requirements, they should discuss this with Smoothwall before purchasing the Products or Services. Customer also understands and accepts that the Products and Services are not designed to be used in isolation but rather as a tool within the Customer’s own comprehensive safeguarding and monitoring procedures.

11.7        Except as specifically set out in this clause 11, Smoothwall disclaims and excludes all other conditions, warranties, or other terms implied or incorporated into the Agreement or any collateral contract including but not limited to the warranties of description, design, satisfactory quality and fitness for a particular purpose, or arising from any previous course of dealing, usage or trade practice in relation to the Products and Services.

12.           Proprietary Rights

12.1        Except as set out in clause 8,  the Customer hereby acknowledges that any Proprietary Rights in any Product or Service, shall always, as between Customer and Smoothwall, vest and remain vested in Smoothwall. Customer shall not own any Software.

12.2        Smoothwall grants to the Customer the Software Licence in respect of the Software and uses reasonable endeavours to procure for the Customer the Open Source Software Licence in respect of the Open Source Software and the Third Party Software Licence in respect of the Third Party Software.

12.3        The Customer hereby undertakes to fully comply with the Software Licence, Open Source Software Licences and the Third Party Software Licences. Failure to comply with (or execute, where necessary) such licences could result in their revocation (or where not executed, refusal to grant the licences).

13.           Amendments

13.1        Except as set out in clause 4.1 or 13.2, any amendments to the Agreement shall be agreed in writing between the parties, such as in respect of any additional services to be provided by Smoothwall.

13.2        Smoothwall reserves the right to increase Prices which include estimates of likely use or scope which are fully or partially based on information provided by the Customer, in circumstances in which information provided by the Customer is inaccurate or materially differs to the actual use or scope. Smoothwall shall provide notice to the Customer of any increase in Prices in writing.

14.           Publicity

14.1        Smoothwall may refer to the Customer as being a client of Smoothwall in customer reference lists, sales presentations and in legally required communication with a public authority or any other legally required disclosure.

15.           Data Protection

15.1        In addition to the terms defined in clause 1, for the purposes of this clause, “personal data“, “special categories of personal data,” “controller“, “processor“, “processing“, “data subject” and “Member State”, shall have the meanings ascribed to them under applicable Data Protection Law.

15.2        For the purposes of this clause and to the extent personal data is subject to the laws of a jurisdiction outside of the UK, “applicable UK law” shall be read as “Data Protection Law”.

15.3        Information on the data processed by Smoothwall under this Agreement, including the information required by Article 28(3) of the Data Protection Regulation is described under Annex A for the relevant product as available on request.

15.4        Smoothwall shall:

(a)            only process the Customer Data on the documented instructions of Customer and otherwise as necessary to perform its obligations described in the Agreement or as required by applicable UK law provided that Smoothwall informs Customer in writing of that legal requirement before processing unless that law prohibits this on important grounds of public interest;

(b)           take all reasonable steps to ensure the reliability of any personnel who may have access to, or are authorised to process, Customer Data including ensuring that such personnel have committed themselves to appropriate obligations of confidentiality or are under appropriate statutory obligations of confidentiality;

(c)            implement and maintain all appropriate technical and organisational measures to ensure physical, organisational and logical security of the Personal Data as required by Data Protection Laws and which shall include protection against any Personal Data Breach;

(d)           assist Customer by establishing and maintaining appropriate technical and organisational measures for the fulfilment of Customer’s obligation to respond to requests for exercising of Data Subject rights set out in Chapter III of Data Protection Regulation or other Data Protection Laws;

(e)            be able to engage any other processor or transfer or disclose any Customer Data to any processor, sub-contractor or other party (“Other Processor“) pursuant to the general written authorisation of the Customer, which the Customer hereby grants, provided Smoothwall informs the Customer in writing of any intended changes concerning the addition or replacement of any Other Processor. If the Customer reasonably objects to any changes concerning the addition or replacement of any Other Processor then the parties shall meet within 15 Business Days to resolve the issue and, if resolution cannot be reached, the Customer may terminate the Agreement and no refunds of the Price shall be paid or payable by Smoothwall;

(f)             enter into a written agreement with each Other Processor which are equivalent to, and no less onerous than, those set out in this clause; and remain fully liable to Customer for the performance of that Other Processor’s obligations;

(g)            at the Customer’s cost, provide security and other reports as reasonably requested by the Customer to evidence compliance by Smoothwall with this clause 15;

(h)           provide all reasonable assistance to the Customer in relation to any Data Breach including informing the Customer, without undue delay after it or its Other Processor becoming aware of a Data Breach, and providing the Customer with as much detail relating to the Data Breach as are available to Smoothwall at the time of such notification;

(i)             at the Customer’s reasonable request at any time, participate in, and provide all reasonable assistance with, a data protection impact assessment or prior consultation (including under Article 35 (Data protection impact assessment) and Article 36 (Prior consultation) of the Data Protection Regulation and/or in accordance with Data Protection laws) in respect of the existing and any new type of processing proposed;

(j)             on expiry or termination of the relevant processing for whatever reason cease all use of the Customer Data and shall, at the Customer’s election, destroy all Customer Data and/or transfer all Customer Data to the Customer or a nominated third party (in a format and a method defined by the Customer) unless applicable UK law requires storage of the Customer Data;

(k)            provide such assistance and co-operation as the Customer reasonably requests to enable it to comply with obligations imposed on it under Data Protection Laws.

15.5        The Customer hereby appoints Smoothwall as its agent for the purpose of entering into Standard Contractual Clauses on its behalf in relation to transfers of Customer Data outside of the UK or as otherwise required by Data Protection Law.

15.6        The Customer warrants that the processing, including the transfer to Smoothwall, of the personal data has been and will continue to be carried out in accordance with the provisions of applicable Data Protection Law.

15.7        Where the Customer is based in the EEA they will be appointed as the representative of Smoothwall in the EEA for the purposes of Art.27 GDPR. Smoothwall will remain liable for any instances of non-compliance with Data Protection Law. The responsibilities of the Customer appointed as a representative will include acting as a point of contact for supervisory authorities and data subjects, on all issues related to Smoothwall processing for the purposes of complying with Data Protection Laws. Any queries, requests or complaints addresses to the Customer in their capacity as a representative must be notified and forwarded to Smoothwall without undue delay, and in any event within 48 hours.

15.8        Where the Customer, acting as a representative, fails to notify and forward a query, request or complaint to Smoothwall, in line with clause 15.7; the Customer shall, without prejudice to clauses 16 and 17, indemnify, hold harmless, and defend Smoothwall against any and all claims, costs, and expenses (including without limitation lawyer’s fees) relating to or arising out of the Customer’s failure to comply with its obligations under clause 15.7.

16.           Indemnities

16.1        The Customer agrees to indemnify, hold harmless, and defend Smoothwall against any and all claims, costs, and expenses (including without limitation lawyer’s fees) relating to or arising out of:

(a)            any breach by Customer of Open Source Software Licences and/or the Third Party Software Licences;

(b)           any asserted infringement of third party rights against Smoothwall, its agents or servants arising as a result of Smoothwall acting in accordance with the instructions of the Customer or on the basis of documents provided by Customer;

(c)            any Smoothwall performance or non-performance pursuant to the instructions of the Customer or its authorised representatives; or

(d)           any assertion by a third party that any data or information provided to Smoothwall its servants or agents by the Customer is libelous or defamatory.

17.           Limits of Liability

17.1        Except as expressly stated in clause 17.2:

(a)            Smoothwall shall not in any circumstances have any liability for any losses or damages which may be suffered by the Customer (or any person claiming under or through the Customer), whether the same are suffered directly or indirectly or are direct or consequential, and whether the same arise in contract, tort (including negligence) or otherwise howsoever, which fall within any of the following categories:

(i)             special damage, even though Smoothwall was aware of the circumstances in which such special damage could arise;

(ii)            loss of profits;

(iii)          loss of anticipated savings;

(iv)           loss of business opportunity;

(v)            loss of or goodwill; or

(vi)           loss of, or damage to (including corruption of), data;

(b)           the total liability of Smoothwall, whether in contract, tort (including negligence) or otherwise and whether in connection with this Agreement or any collateral contract, shall in no circumstances exceed a sum equal to the Price payable by the Customer.

17.2        The exclusions in clause 11.4 to 11.7 and clause 17.1 shall apply to the fullest extent permissible at law but Smoothwall does not exclude liability for, and nothing in the Agreement shall be construed as excluding or limiting liability for:

(a)            death or personal injury caused by the negligence of Smoothwall, its officers, employees, contractors or agents;

(b)           fraud or fraudulent misrepresentation;

(c)            breach of the obligations implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of the Goods and Services Act 1982; or

(d)           any other liability which cannot be excluded by Applicable Law.

18.           Termination

18.1       Smoothwall may, without prejudice to its other rights or remedies, terminate the Agreement immediately by notice to the Customer, if the Customer disputes the ownership or validity of Smoothwall’s Proprietary Rights.

19.           Effects of Termination

19.1        Other than as set out in the Agreement, neither party shall have any further obligation to the other under the Agreement after its termination.

19.2        On termination of this Agreement for any reason, the Customer’s right to receive the Products or Services (including all rights granted under the Software Licence, Open Source Software Licence and Third Party Software Licence) shall cease automatically and Smoothwall shall be entitled to prevent their use. The Customer shall as soon as reasonably practicable return, destroy or permanently erase (if and as directed in writing by Smoothwall) any documents, handbooks, CD-ROMs or DVDs, the Software, Open Source Software and Third Party Software or other information or data provided to it by the Smoothwall containing, reflecting, incorporating or based on Confidential Information.

20.           Export and/or Re-export Limitation

20.1        The Customer is responsible for complying with any legislation governing the import and export of the Products.

20.2        The Customer must not export or re-export directly any Products without first obtaining all such written consents or authorisations as may be required by any Applicable Law.

1.     Definitions

1.1           In addition to clause 1 of the Conditions, any terms used in this Schedule shall have the meanings ascribed to them as set out hereunder:

“Start Date” the date specified in the Contract which Support is to be provided in accordance with this Schedule herein;

“Fault” means a reproducible error condition that causes the Equipment to fail to operate insubstantial compliance with its specifications and causes a material adverse impact on the use of the Equipment;

“Target Response Times” the periods of time set out in the Support Schedule to a Support Request within which NGC, using its reasonable endeavours, will respond to that Support Request.

“Support Agreement” a Contract for the provision of Support by NGC to the Customer in respect of Equipment.

“Support Request” a request from the Customer to NGC for Support made by telephone or by email in accordance with the support level procedures specified by NGC from time to time to the Customer.

“Support Schedule” the schedule annexed hereto setting out the particulars of the Support to be provided by NGC to the customer under this Support Agreement.

“Term” the Committed Period and any extension thereof.

2.     Customer Support Requests

2.1           The Customer shall submit a Support Request immediately it becomes aware of any Fault in any of the Equipment specified in a Support Agreement. NGC shall acknowledge receipt of each Support Request received, and shall respond to such Support Request in accordance with the Target Response Times.

2.2           On receipt of a Support Request NGC shall at its sole option:

(a)            carry out remote diagnostic checks where possible, and/or

(b)           provide advice, including but not limited to advice as to tests and checks to be carried out by the Customer, by telephone, and/or visit the Customer’s site to diagnose and correct the Fault.

2.3           NGC shall take whatever actions it shall deem necessary to correct the Fault including, but not limited to the repair or replacement of all or any part of the Equipment.

2.4           In the event that NGC deems it necessary to permanently replace any part of the Equipment then such replacement may be new, factory reconditioned, refurbished, re-manufactured or functionally equivalent and will be furnished only on an exchange basis. The part of the Equipment that has been replaced by NGC shall become the property of NGC and the replacement part shall be the property of the Customer.

2.5           In the event that NGC provides a temporary resolution in response to a Support Request NGC shall ensure that a permanent resolution is subsequently provided.

2.6           NGC shall not be required to respond to Support Requests in the sequence in which they are received.

3.     Support Limitations

3.1           Support does not include the diagnosis and/or rectification of any Fault that in NGC’s sole opinion is caused other than by fair wear and tear including, but not limited to, by any:

(a)            cause external to the Equipment including, but not limited to electrical or other works, failure or fluctuation of electrical power or air-conditioning or any defect or failure in the relevant public telecommunication network;

(b)           installation, alteration, adjustment, repair, relocation, reinstallation, modification or re-configuration of or other interference with the Equipment, including but not limited to the attachment to the Equipment of other equipment, whether or not provided by or purchased from NGC, other than by NGC or without NGC’s consent in writing, which for this purpose includes by fax or e-mail; or

(c)            accidental or willful damage, negligence, misuse, abnormal working conditions, or failure to observe NGC’s and/or the Equipment manufacturer’s guidelines and recommendations.

3.2           NGC shall not be required to provide Support in relation to any equipment supplied to or purchased by the Customer from any supplier including NGC unless such equipment is specified as part of the Equipment.

3.3           NGC shall charge and the Customer shall pay for NGC’s employees’ time at its then current rates and for any expenses incurred by NGC in responding to a Support Request in the event that:

(a)            the Fault is determined by NGC to be caused other than by fair wear and tear, or to have been caused or contributed to by the Customer, or

(b)           the Fault is not found and cannot be replicated, or

(c)            the Customer is in breach of any of its obligations under the Support Agreement, or

(d)           the rectification and/or repair of the Fault is not included in the Support Agreement, or NGC determines that no Fault exists and that reconfiguration work is required to the Equipment and/or the Software.

4.     Customer Obligations

4.1           The Customer shall at all times ensure compliance with all environmental conditions specified for the Equipment by NGC or by any 3rd party of any part or component contained in the Equipment.

4.2           The Customer shall allow NGC full, free and timely access to the Equipment whether remotely or on site and shall procure all necessary facilities, services, consents and permissions and provide adequate working and storage space and such other facilities as NGC may require.

4.3           The Customer shall provide such access for remote technical diagnostics of the Equipment as NGC may request. This may include the provision of a Direct Exchange Line (a PSTN Line) within the same connection area as the Equipment location and/or VPN access to support the Equipment and/or applications thereto as appropriate.

4.4           The Customer shall observe all common law and/or statutory requirements relating to health and safety.

4.5           The Customer shall not cause or allow the Equipment or any part thereof to be installed, altered, adjusted, repaired, relocated, reinstalled, modified or re-configured, or otherwise interfered with except by NGC or with NGC’s prior written consent.

4.6           The Customer shall at all times ensure that the version(s) of all Software used in connection with the Equipment is in accordance with the relevant manufacturer’s guidelines.

5.     Charges

5.1           NGC may adjust the Charges in the event that during the period of the Term to which it relates:

(a)            the Support Level is changed, and/or

(b)           changes are made to the Equipment which affect the Support provided, and/or

(c)            the location of the Equipment is altered, and/or

(d)           revised software is installed in the Equipment for any reason, and/or

(e)            the software installed in the Equipment is no longer in accordance with the manufacturer’s guidelines, and/or

(f)             the Equipment is extended by the addition of further hardware or software.

5.2           Any adjustment to the Charges pursuant to clause 5.1 hereof shall be pro-rated for the remainder of the then current period of the Term and the Customer shall pay the amount of such adjustment forthwith.

6.     Termination

6.1           In the event that NGC at its sole discretion and at any time determines that the Equipment is incapable of being maintained to an acceptable standard then NGC may terminate the Support Agreement by giving not less than ninety (90) days’ notice to the Customer. NGC’s liability to the Customer in respect of such termination shall be limited to a pro-rata refund of the Support Fee for the then current Term.

7.     Exclusions

7.1           NGC shall incur no liability whatsoever in the event that Support is defective and such defect is caused or contributed to by the Customer.

7.2           NGC shall be under no obligation to provide Support in the event that the Customer is in breach of any of its obligations under the Support Agreement including but not limited to its payment obligations.

8.     Payment

8.1           In the event that the Customer is permitted to pay the Charges by instalments then each instalment must be paid before the start of the period of the Term to which it relates.

8.2           NGC shall be under no obligation to provide Support in the event that any of the Charges have not been paid by its due date and may suspend Service in the event that any other amount due to NGC under a Support Contract or any other Contract remains unpaid after its due date.

SUPPORT SCHEDULE

The Support Level provided by NGC under this Support Agreement shall be as set out below and shall be either:

“TelAssist Help Desk” Telephone Support only to assist the Customer with their own configuration and programming of the system.

“TelAssist Support” Telephone and where necessary on site support. Target response times shall be not more than four (4) hours for a Category 1 Fault, not more than eight (8) hours for Category 2 Fault and not more than sixteen (16) hours for a Category 3 Fault. Cover provided between the hours of 0900 and 1730 hrs every Monday to Friday excluding UK bank and public holidays.

“TelAssist Managed Service” Provides “TelAssist” Support as outlined above and includes programming of adds, moves and changes implemented remotely by our trained engineers.

“TelAssist Emergency” Telephone and where necessary on site support. Target response times shall be not more than four (4) hours for a Category 1 Fault, not more than eight (8) hours for Category 2 Fault and not more than sixteen (16) hours for a Category 3 Fault. Cover provided 24 hours a day, 7 days a week, 365 days a year.

“TelAssist Bespoke” The Target response times and the hours during which NGC shall provide Support to the Customer shall be as agreed in writing between the Customer and an authorised representative of NGC.

SUPPORT SCHEDULE DEFINITIONS

The following terms shall have the meanings set out hereunder and shall be incorporated in the Support Agreement:

“Category 1 Fault” a total failure of the System

“Category 2 Fault” a failure of a substantial or material part of the System

“Category 3 Fault” a minor fault in the System

1.              Definitions

1.1           In addition to clause 1 of the Conditions, the following defined terms in this Schedule sha have the following meanings:

“Activation” means when the Customer calls NGC to Activate the Customer’s SIM Card (or NGC Activates it in accordance with the Schedule) to enable the Customer to access the Service. “Activate” and “Activated” have corresponding meanings.

“Additional Services” means additional or supplementary Services for which a Charge is made in addition to the fixed periodic Charges for the Services (if applicable).

“Age Restricted Services” means any Services for use only by customers aged 18 or over.

“Alternative Access Networks” means UK mobile networks operated on NGC’s behalf from time to time by providers other than the Primary Network Access provider.

“Artificial Inflation of Traffic” or “AIT” shall have the meaning given to it in the BT standard interconnect agreement as amended from time to time and for the avoidance of doubt includes any situation where calls other than calls to geographic number ranges commencing with the digits 01, 02 or 03: (a) are made, generated, stimulated, and/or prolonged for the direct or indirect benefit of any entity (including a natural person) operating, hosting or otherwise connected with a telecommunication service as a result of any activity by or on behalf of such entity; and (b) result in a calling pattern which is disproportionate to the overall amount, duration and/or extent of calls which would be expected from a good faith usage or an acceptable and reasonable commercial practice relating to the operation of telecommunications systems.

“Bolt On” means a package for inclusive usage that is added to a Bundle or Tariff. Bolt On usage may be shared or per user as specified in the Tariff.

“Bundle” means any monthly subscription which includes an inclusive usage allowance (or fair usage allowance) of predefined usage types.

“Connection” means the procedure by which NGC gives the Customer access to Services. ‘Connected’, ‘Connecting’, and ‘re-Connection’ have corresponding meanings.

“Damage” means any accidental, sudden and unforeseen damage to the Equipment caused by external means which affects the operational functioning of the handset.

“Disconnection” means the procedure by which NGC stops the Customer’s access to Services. ‘Disconnect’, ‘Disconnected’ and ‘Disconnecting’ have corresponding meanings.

“Emergency Planning Measures” means the measures that may be taken as a result of NGC’s or any network provider’s obligations under (i) the General Conditions under section 45 of the Communications Act 2003 and (ii) the Civil Contingencies Act 2004 or any similar law.

“End User” means a person using Equipment or a Service, who is an employee or contractor of the Customer’s or any other person the Customer gives permission to use the Equipment or Service under the Contract.

“Fixed Dialling Number (FDN)” means a SIM Card that allows the user to only dial certain numbers which have previously been added to the FDN list.

“GSM Gateway” means any Equipment containing a SIM Card which enables the routing of Calls from fixed apparatus to mobile Equipment by establishing a mobile-to-mobile Call or event.

“Hardware Fund” means any money that NGC invests in the Customer’s account including but not limited to fully or partially subsidising the cost of your Equipment, reducing the Customer’s fixed periodic Charges, credits against the Customer’s usage, connection bonuses, cash back or any other reduction to Charges the Customer would pay to NGC under the Contract.

“Messaging Services” means any email, fax and voicemail Services, text message and multimedia messaging Services, personal information management and other message or communication facilities which let the Customer communicate with others.

“Minimum Number of Connections” means the minimum number of active connections the Customer agrees to maintain on its account for the Committed Period.

“Network Provider” means the providers NGC uses to provide the Services.

“Nuisance Calls” means an unwanted Call that causes annoyance, inconvenience or anxiety to the receiver of the Call, and/or is a hoax Call, and/or is of an offensive, spiteful, abusive, indecent, defamatory, obscene or menacing nature, and/or Calls which cause the called person to experience silence when the Call is answered in circumstances where the called person has no means of establishing whether there is a person at the other end of the line.

“Overseas Networks” means telecommunication systems outside the UK used (but not controlled) by us in providing the Services.

“Port” means the transfer of a mobile number under this Agreement to or from a different network provided by another supplier.

“Primary Access Network” means the 3G and 4G radio access network of our choice operated on our behalf by the Primary Access Network provider but excluding any 2G network.

“SIM or SIM Card” means a card which enables you to access the Services.

“Software” means a machine executable computer program, software module or software package or any part thereof supplied by us or the Software licensor to you irrespective of how it is stored or executed.

“Storage Services” means any Services which offer you storage capacity on the network for storage of content which you access from us.

2.              Provision of the Services

2.1           NGC are providing you with mobile services using approved Equipment, SIM Cards and network resources.

2.2           Services will be provided within the specific network area in the UK and by roaming on to other networks.

2.3           The Customer agrees that NGC, any network provider and NGC’s hardware suppliers can process the Customer’s organisation information, which NGC collects or which the Customer submits to NGC during any sales or registration process, for a number of purposes, including to open and manage an account for Services, to deliver products and services ordered by the Customer, for security and emergency service support, for credit checking and fraud prevention, and for product analysis and direct marketing as set out in NGC’s ‘Privacy Notice’.

3.              Phone number and SIM

3.1           SIM Cards shall remain the property of the network provider and the Customer shall be entitled to use the SIM Cards (including any Software they contain) provided for use with the Services only.

3.2           The Customer warrants that SIM Cards are only used with the Customer’s authorisation and the Customer will inform NGC as soon as is reasonably practicable after the Customer becomes aware that a SIM Card is lost, stolen or damaged. The Customer shall be liable for any loss or damage suffered by the Customer as a result of unauthorised use of SIM Cards (including due to loss or theft), up to the time that the Customer has notified NGC that such SIM Card is being used without your authorisation. Following such notification the SIM card will be barred for all usage but we are unable to bar the equipment itself. The Customer will be liable for all costs until such time the Customer requests the bar to be placed.

3.3           NGC shall allocate telephone numbers to the Customer which the Customer shall only use to access the Services. NGC may reallocate or change such telephone numbers as a result of changes in applicable law or instructions from any regulatory authorities, but will exercise all reasonable endeavours to minimise any disruption to you. NGC may withdraw telephone numbers that have been allocated to the Customer as a result of the Customer’s failure to comply with the Contract.

3.4           If the Customer decides to Port a mobile telephone number allocated to it by the network operator, NGC shall release the Customer’s mobile telephone numbers for the Customer’s nominated mobile network operator to transfer in accordance with OFCOM regulations.

3.5           Each SIM may only be used in equipment which are enabled for Services and are authorised by the network operator for Connection to the network. Any attempt to use the SIM in other equipment may result in serious damage to the equipment and may prevent the Customer from being able to use it, including the making of emergency calls. In these instances, NGC or any network provider are not responsible for any such damage or usage problems.

4.              Services and Coverage

4.1           Once the Customer is Connected and Activated, NGC shall use reasonable endeavours to provide the Customer with the Services and to ensure the security of the Customer’s communications at all times. However, due to the nature of mobile technology, it is impossible to provide a fault-free service and it is always possible that the quality or coverage may be affected at times.

4.2           NGC shall use reasonable endeavours to give you access to Overseas Networks; however, NGC shall not be responsible for the performance of Overseas Networks or any part of the network not controlled by NGC. Overseas Networks may be limited in quality and coverage, and access and service availability depends on the arrangements with overseas operators. NGC will notify the Customer of any terms of access (if any) that the Customer needs to comply with to use Overseas Networks.

4.3           The Customer will be able to upload and send its own content using the Services. The Customer grants NGC’s network providers a royalty-free, perpetual and worldwide licence to store, transmit or otherwise deal with any content the Customer uploads on the Services.

4.4           NGC may:

(a)            change or withdraw some, or part, of the Services from time to time. This may be because of changing technologies, obsolescence, new or different product features, changing content providers or the need to remove, replace or modify content; and

(b)           determine or change how Services are presented and delivered to the equipment or are otherwise made available to the Customer.

4.5           Where NGC provides the Customer with any usage alerts, the Customer accepts that these are on a reasonable endeavours basis and NGC has no liability should NGC, for any reason, fail to send or be late in sending or the Customer fails to receive for any reason such usage alert and the Customer agrees it will remain liable for all usage costs incurred whether we alerted the Customer to such usage or not.

4.6           Where the Customer opts in to an international roaming bolt on it accepts it is agreeing to opt out of any automatic barring (including any European regulatory barring) and agrees to pay for all roamed usage outside of any bundle allowance.

4.7           Where the Customer opts to take any automatic top up bundle it accepts there will be no limit to the amount of times the bundle will auto top up and it agrees it will be liable for all automatic top up Charges.

5.              Limitation of Services

5.1           NGC will always try to make Services available to the Customer. However, Services are only available within NGC’s network provider coverage area. Within this, there may be areas where the Customer does not have access to all Services or where coverage is otherwise limited or unavailable.

6.              Disruption to Services

6.1           There may be situations when Services are not continuously available or the quality is affected and so NGC cannot guarantee continuous fault-free service. For instance:

(a)            when any network provider needs to perform upgrading, maintenance or other work on the network or Services;

(b)           when the Customer moves outside the network provider coverage area whilst the Customer is on a call (in this case calls may not be maintained);

(c)            when the Customer is in areas otherwise not covered by the network provider;

(d)           during any technical failure of the network;

(e)            when it is necessary to safeguard the security and integrity of the network or to reduce the incidence of fraud;

(f)             where Artificially Inflated Traffic has been identified;

(g)            due to Emergency Planning Measures; or

(h)           because of other factors outside the Customer’s control, such as the features or functionality of the Customer’s handset, regulatory requirements, lack of capacity, interruptions to services from other suppliers, faults in other communication networks, the weather or radio interference caused by hills, tunnels or other physical obstructions.

6.2           NGC shall endeavour to keep all such disruptions to a minimum and shall give the Customer notice of such disruptions where reasonably practicable.

7.              Suspension of Services

7.1           NGC may suspend any or all of the Services the Customer uses immediately and without notice, compensation or liability to you if:

(a)            NGC reasonably believes the Customer has provided NGC with false or misleading details about itself;

(b)           NGC advises the Customer that the Customer’s excessive use of Services (as may be defined within these Conditions or within fair usage policies as may be published from time to time) is causing problems for other users, and the Customer is continuing to use Services excessively;

(c)            NGC believes the Customer’s equipment or SIM Card has been lost or stolen;

(d)           NGC reasonably believes that the Customer has used Services, the SIM Card or a phone number for illegal or improper purposes or to make Nuisance Calls in contravention of our responsible use requirements within this Schedule;

(e)            NGC receives a serious complaint against the Customer which NGC believes to be genuine (for example, if we receive a complaintthatthe Customer is usingServicesinanyoftheways prohibited).

(f)             NGC reasonably believes the Customer is using the Service for a voice over internet protocol service or similar service that is not authorized by NGC;

(g)            where a SIM Card has been inactive for two consecutive quarters;

(h)           NGC reasonably suspects the Customer is using a GSM Gateway;

(i)             the Customer’s usage is adversely affecting the operation of the mobile network or provision of the mobile services;

(j)             the Customer’s usage is or may adversely affect the operation of the mobile network or any third party network or provision of the mobile services or the provision of services by NGC to any other person;

(k)            NGC suspects fraudulent, criminal or illegal activities are being carried out, or are likely to be carried out.

7.2           If NGC suspends any or all of the Customer’s Services, the Customer will still be able to make emergency calls (unless they have been suspended at the request of the emergency services).

7.3           If the Customer’s Services are suspended, NGC may agree to re- Connect the Customer if it asks NGC to do so and there may be a re-Connection Charge for this.

7.4           If the Customer’s Services are suspended it will remain liable for all Charges under the Contract.

8.              Equipment

8.1           NGC shall bear the risk of loss or damage to Equipment and SIM Cards provided by NGC until the point of delivery to the Customer. Subject to clause 8.2, the Customer shall bear the risk of loss or damage to Equipment and SIM Cards from the time the delivery is made and the delivery note or system is signed. The Customer does not have the right to return any Equipment unless there is a proven fault with the Equipment. NGC is unable to exchange Equipment once delivery has been accepted.

8.2           The Customer shall notify us in writing within 24 hours of receipt if Equipment or SIM Cards arrive having been damaged, or if the order has been incorrectly fulfilled. The Customer shall notify us in writing within 10 working days of confirmation of NGC’s order acceptance if the Customer does not receive the Equipment or SIM Card and following such notification, NGC shall replace damaged new Equipment or SIM Cards, Equipment lost or stolen in transit free of charge. The Customer shall notify NGC in writing within 10 working days of receipt if Equipment does not operate (dead on arrival) and following such notification, NGC shall replace the dead on arrival Equipment as soon as reasonably practicable.

8.3           Subject to clause 3.1, title to Equipment (which, for the purposes of this clause 8.3, shall not include SIM Cards) shall pass to the Customer as soon as we have received payment for it in full. Where Equipment is free of charge, title shall pass on delivery. For the avoidance of doubt, title in SIM Cards shall remain with NGC.

8.4           Where Equipment supplied to the Customer by NGC becomes faulty for reasons other than through the Customer’s acts, omissions or misuse within the manufacturer’s warranty period, the Customer shall return such Equipment to NGC at the Customer’s cost and NGC shall replace the Equipment in accordance with NGC’s returns policy as applicable at the time. The returns policy may vary depending on the Customer’s handset, and some handsets are completely excluded from NGC’s returns policy. Any out-of-warranty replacements shall be at NGC’s Tariff applicable at the time. Should NGC agree to a repair or a replacement, the Customer must ensure that it backs-up or otherwise stores separately any of its information or other data on the handset which the Customer may require, as this will be lost during the repair or replacement process. NGC is not responsible for any information or data which may be lost during the repair or replacement process.

8.5           NGC does not manufacture Equipment and save for clause 8.4 above exclude, to the fullest extent permissible at  law, all warranties, terms or conditions in relation to Equipment, whether implied by law or otherwise. NGC shall pass on the benefit of any warranties that it obtains from the manufacturer of any Equipment supplied to the Customer by NGC. However, on expiry of the Contract, any commitment that NGC has to liaise with the manufacturer in respect of any warranty shall cease.

8.6           The Customer shall not remove or obscure any logo or writing on Equipment that NGC has supplied to the Customer and which the Customer does not own. The Customer shall replace all batteries and other consumable parts of the Equipment. The Customer shall not, and shall ensure that End Users do not tamper with or attempt to repair or service the Equipment or allow any party other than NGC to do so. Any attempt to do this may invalidate the manufacturer’s warranty. The Customer shall keep all Equipment that NGC has supplied and which the Customer does not own, in the Customer’s possession and shall not sell it, place a charge on it or otherwise dispose of it.

8.7           NGC’s supply of Equipment shall be subject to availability.

8.8           Should the Customer take a SIM-only Tariff from NGC to use with the Customer’s existing Equipment then the unlocking of the Customer’s Equipment will be the Customer’s responsibility and the Customer agrees that NGC shall not be liable for any direct or indirect costs as a result of the Customer unlocking the Customer’s Equipment to use with NGC’s SIM Cards.

8.9           All replacement Equipment shall be subject to stock availability and NGC reserves the right to supply replacement Equipment of a similar specification where necessary.

8.10        If the Customer will be using its existing BlackBerry Enterprise Server (BES) or BlackBerry Enterprise Express Server (BESX), it should be noted that NGC will not support this in any way.

9.              Orders and Charges

9.1           Orders are binding on both parties from the date of acceptance by NGC. If acceptance is not expressed, it shall be deemed to have occurred on dispatch of Equipment or our activation of the Customer’s Service. For the avoidance of doubt, if the Customer does not ask NGC to activate its Service then NGC will activate the Customer’s Service within 10 working days of receipt of the Customer’s order, unless NGC agrees otherwise with the Customer in writing, from which point the Customer will become liable for all Charges and the Committed Period will commence from that date.

9.2           Where the Customer chooses to take a Bundle as its Tariff all call types not included in the Bundle and calls included in the Bundle that exceed the allowance will be chargeable at NGC’s standard pricing, or as otherwise agreed in writing.

9.3           All Bundles, metered and unmetered Tariffs are subject to NGC’s fair use policy which will be as detailed in NGC’s Tariff documentation or the Customer’s proposal or the Customer’s Engagement Documentation.

9.4           Unless otherwise specified in the Tariff, bolt ons must be added at the point of Connection and shall apply for the duration of the Contract and cannot be removed mid- term. Bolt ons removed mid-term will be liable for early termination charges.

9.5           Due to the nature of roamed usage they may be invoiced to the Customer several months in arrears and there shall be no time restriction on the invoicing of such usage and standard payment terms shall apply to these Charges.

9.6           Notwithstanding clause 9.4,  Charges for all mobile usage may be invoiced up to 12 months in arrears and standard payment terms shall apply.

9.7           Where the Customer is offered a Hardware Fund as part of your Tariff, such fund shall only be available for the duration of the Committed Period. The Customer’s Hardware Fund may only be used to purchase Equipment from NGC. However, the Customer may take some of its allocated Hardware Fund as a credit against its account only if agreed with NGC in writing in advance. Should the Customer fail to use its Hardware Fund within the Committed Period any remaining balance will not be carried forward. Any Hardware Fund NGC may offer the Customer will be subject to the Customer meeting the Minimum Spend, the Committed Period and the Minimum Number of Connections.

10.           Services – Areas where NGC has no responsibility

10.1        NGC will try to ensure the accuracy, quality and timely delivery of Services. However:

(a)            NGC and any network operator accept no responsibility for any use of, or reliance on, Services or their content, or for any disruptions to, or any failures or delays in, Services. This includes, without limitation, any alert Services or virus detection Services; and

(b)           subject to these Conditions and NGC’s Terms and Conditions of Communication Services, NGC and any network operator do not make any representations as to the accuracy, comprehensiveness, completeness, quality, currency, error-free nature, compatibility, security or fitness for purpose of Services or their content which are provided to the Customer on an ‘as is’ basis.

10.2        NGC and any network operator will not be liable:

(a)            for any loss the Customer may incur as a result of someone using your PINs or passwords, with, or without, your knowledge; or

(b)           if NGC or they cannot carry out our duties, or provide Services, because of something beyond NGC’s control, or

(c)            for any direct or indirect costs or losses as a result of errors in programming where you use NGC’s Fixed Dialling Number SIM functionality; or

(d)           where during a port to another provider the other provider fails to take over the Customer’s Connections for any reason.

10.3        This clause 10 will apply even after the Contract has ended.

11.           Others’ content and services – Areas where NGC has no responsibility.

11.1        The Customer may be able to use Services:

(a)            to upload, email or transmit content using Services; and

(b)           to access content which is branded or provided by others and to acquire goods and services from others.

11.2        Where NGC provides the Customer with such access, all NGC does is transmit the content to the Customer and NGC does not prepare or exercise control over the content, goods or services. NGC and any network operator are not responsible or liable in any way for, and do not endorse, any of this content, goods or services.

11.3        This clause 11 will apply even after the Contract has ended.

12.           Use of the Service

12.1        The Customer may supply the Equipment and Services to its own End Users, but not to any other party. The Customer is responsible for ensuring the compliance of End Users with the terms of the Contract, all applicable laws and codes of practice which may vary from time to time.

12.2        The Customer shall only use Equipment authorised for use on the network.

12.3        The Customer shall not:

(a)            use any Equipment or Services for any purpose that NGC (acting reasonably) believes is abusive, a nuisance, illegal or fraudulent; or

(b)           do anything that causes the network to be impaired or damaged.

12.4        Where a specific End User causes the Customer to be in breach of its obligations of the Contract, NGC shall be entitled to suspend such End User’s use of the Services. Before exercising this right, NGC shall notify the Customer of its intention to do so where this is reasonably practicable, allowing an opportunity to remedy the alleged breach (where it is capable of remedy); otherwise we shall notify the Customer as soon as reasonably practicable after the suspension. This right of suspension shall only apply during the period of breach, although re-instatement of the Service may be subject to the payment of a re-Connection Charge.

12.5        During any period of suspension, the Customer shall continue to pay all Charges due under the Contract in respect of the suspended Services.

12.6        The Customer may use the Equipment and/or Services to access the internet and services not provided under the Contract. NGC accepts no responsibility for these services, including where in accessing such services, the Customer gives unauthorised parties access to the Equipment.

13.           Secure your PIN, Passwords and SIM Card

13.1        The Customer must ensure that it keeps the SIM Card safe and secure whilst it is in its possession and it must ensure that it is able to return it to NGC, if required to do so by NGC at any time, as set out in this Schedule. There will be a charge for any replacement SIM Card, unless the original SIM Card is defective.

13.2        The Customer must keep all PINs and passwords secure and confidential. The Customer is also responsible for the security of its Equipment and must ensure that it keeps it secure (refer to the Equipment manufacturer’s user guide for details of how to keep the Customer’s Equipment secure).

13.3        The Customer should immediately change its PIN or password if it becomes aware that someone is accessing Services on its account without the Customer’s permission.

14.           Responsible use of Services

14.1        The Customer may only use Services:

(a)            as set out in the Contract; and

(b)           for the Customer’s own personal use. This means the Customer must not resell or commercially exploit any of the Services or content.

14.2        The Customer must not use Services, SIM Cards or telephone numbers or allow anyone else to use Services, the SIM Cards or telephone numbers for illegal or improper use or to make Nuisance Calls. For example, but not limited to:

(a)            to copy, store, modify, publish or distribute Services or content (including ringtones), except where NGC gives the Customer permission;

(b)           to download, send or upload content of an excessive size, quantity or frequency;

(c)            in any way which breaches any security or other safeguards or in any other way which harms or interferes with NGC’s network provider, the networks or systems of others or Services;

(d)           to falsify or delete any author attributions, legal or other proper notices or proprietary designation or labels of the origin or source of software or other content contained in a file that the Customer uploads.

14.3        The Customer must always co-operate with us and follow NGC’s reasonable instructions to ensure the proper use and security of the Services and the Customer’s account.

14.4        NGC may publish an acceptable use policy which provides more detail about the rules for use of certain Services in order to ensure that use of Services is not excessive, to combat fraud and where Services NGC may introduce require certain rules to ensure they can be enjoyed by NGC’s customers. Such a policy may be amended from time to time – for instance, if NGC discovers that the Services are being used fraudulently or for fraudulent purposes, or the excessive use of certain Services is causing problems for NGC or any network provider, NGC’s or their systems or for other users or if NGC introduces new Services which may require certain rules to ensure that such new Services can be enjoyed by NGC’s customers, again, NGC will let the Customer know if this happens.

15.           Responsible use of Messaging and Storage Services

15.1        NGC may put limits on the use of certain Services, such as Messaging Services or Storage Services. For example, NGC may limit the size of messages or storage space and NGC reserves the right to remove or refuse to send or store content on the Customer’s behalf.

16.           Responsible use of Age Restricted Services

16.1        If the End User is under 18, it is not permitted to access Age Restricted Services (if any). If the End User is 18 or over and it accesses the Age Restricted Services, it must not show or send content from the Age Restricted Services to anyone under 18.

16.2        The Customer must ensure that it has deactivated any access to Age Restricted Services if it lets anyone under 18 use its Equipment.

17.           Responsible use of Services outside the UK

17.1        If the Customer uses Services from or in a country outside the UK, its use of the Services may be subject to laws and regulations that apply in that other country. NGC is not liable for the Customer’s failure to comply with those laws or regulations.

17.2        Ending the Contract and Disconnection of Services

17.3        NGC may end the Contract if it no longer has access to networks which it needs to provide Services, or if NGC is no longer able to provide Services due to factors beyond its control or because NGC ceases business.

17.4        If a request is received to Port a mobile telephone number to another provider, NGC will provide a porting authorisation code (“PAC”) to the Customer in accordance with current regulatory guidelines. The Customer will still be liable for any outstanding amounts due in relation to the Contract, including any Cancellation Fees, and for all costs incurred till the point the Customer Ports away from NGC.

17.5        If a request is received to terminate a mobile telephone service as the Customer is moving to another provider and not taking your existing telephone number, NGC will provide a service termination authority code (“STAC”) to the Customer in accordance with current regulatory guidelines. The Customer will still be liable for any outstanding amounts due in relation to the Contract, including any Cancellation Fees, and for all costs incurred until the point the STAC has been activated by the gaining provider. Should the gaining provider fail to activate the STAC for any reason the Customer will remain liable for all costs.

17.6        If the Customer Ports a number away from NGC, NGC will charge the Customer an administration fee per number to cover the cost of removing the Customer’s number from NGC’s Service, such fee applicable at the time will be available on request.

17.7        When NGC receives a STAC generated by another Service Provider, NGC will complete the STAC process as instructed and in accordance with current regulatory guidelines but will not be liable for any charges generated by the losing service provider.

18.           Effect of the service ending

18.1        If the services under this Schedule end, NGC will close the Customer’s account and Disconnect the Customer and the Customer will not be able to use Services or make emergency calls.

18.2        The Customer must immediately pay all Charges it owes up to the date the Contract ends. If NGC ends the Contract due to the Customer’s conduct in breach of the Contract or if the Customer ends the Contract, or individual connections, within the Committed Period, the Charges will include a Cancellation Fee.

18.3        The Customer will not be entitled to any remaining Hardware Fund or unused discount following termination of the Contract.

19.           Variations to the Contract or prices

The following are agreed to be short notice price variable services: Equipment, premium rate services, roaming services, international services, personal number services, special numbers, short codes, directory assistance numbers and any other Service which NGC determines is a short notice price variable service, such Service being subject to price changes that NGC cannot reasonably avoid. For short notice price variable Services NGC will pass on the burden of any cost increase by giving you 30 days’ notice where possible, or such lesser notice given to NGC by a relevant third party.

1.     Definitions

1.1           In these Terms & Conditions, capitalised terms shall have the meanings set out in Annex 1.

2.              Introduction

2.1           These Terms & Conditions govern the terms and conditions applicable to the use of the Puzzel Services provided by the Partner to Customer  as specified in a SOW.

3.              Agreement and contract structure

3.1           These General Terms & Conditions govern the terms on conditions under which Customer is granted a right to use the Services (as specified in an executed SOW between Customer and Partner).

3.2           To the extent there is a conflict between these General Terms & Conditions and the provisions of any agreed additional terms with Partner, then these General Terms & Conditions shall prevail in relation to the Services.

4.              Additional terms & Conditions

4.1           Some of the Services may be subject to additional terms and conditions, including any applicable fair use policies. These conditions may also include third party terms related to Third Party Software. You agree to bound by and use the Services in accordance with such additional terms & conditions.

5.              Market Place

5.1           Puzzel may from time to time offers Third Party Add-Ons on its website under “Marketplace”  or through other channels. To the extent Customer subscribes to use such Third Party Add-Ons, Customer shall agree separately to all required Third Party Add-Ons Terms with the provider of such third Party Add-Ons  in addition to terms applicable to the Services. Unless explicitly stated in the applicable SLA, neither Partner nor Puzzel  is  responsible for any support relating to such Third Party Add-Ons nor has no liability relating to any and all claims arising from Customer’s use or  misuse of the Third Party Add-Ons or breach of applicable Third Party Add-Ons Terms.

6.              Ordering the services – Statement of work (SOW)

6.1           The Services are to be delivered to the Customer by Partner are specified in a Statement of Work (“SOW”) entered into between Customer and Partner.

6.2           Customer is not allowed to use the Service unless it has a valid agreement with Partner or Puzzel, as the case may be.

6.3           Puzzel may change any of these General Terms & Conditions by providing 30 days’ prior written notice. Prices for the Services are as set out in the SOW between Customer and Partner.

6.4           Notwithstanding the foregoing, the obligation to notify in advance shall not apply to changes required by applicable law, regulation or governmental authority or to Fair Use policy changes to protect the security, operability and integrity of the Services.

7.              Registration of Users and agents

7.1           Each User and Agent must create and use unique access user ID and password and the Customer shall ensure that its Agents and Users (i) do not share their credentials with any other person or permit any other person to access the Service (ii)  use the Service in accordance with the Agreement.

7.2           User IDs and passwords may not be shared or used by more than one Authorized User. Customer shall take all reasonable precautions to prevent unauthorized access to or use of the Services and shall notify Puzzel without undue delay of any unauthorized access or use. Customer shall be responsible for any unauthorized usage that occurs due to misuse of its log-in credentials.

8.              The Services and Service Level Agreement

8.1           Partner is the responsible part for provision of the agreed Services and in accordance with a SOW.

8.2           If the Services are subject to a Service Level Agreement (SLA) as agreed with a Partner,  Partner is responsible for all support related to the Services as set out in the SLA.

9.              Maintenance and Interruption

9.1           Puzzel and/or Partner is entitled to perform repair and maintenance work or upgrade, update or enhance on its network, infrastructure, website(s), Services and pursuant to the applicable terms and Maintenance Windows set out in a SLA.

9.2           Puzzel and/or Partner shall, regardless of Maintenance Windows be entitled to interrupt or suspend the Services where and to the extent necessary to undertake maintenance operations:

(a)            for operational testing, monitoring, preventive or curative repair or adjustment to be carried out either with respect to the Puzzel System as a whole or part thereof;

(b)           where necessary, in Partner’s or Puzzel’s reasonable opinion, to preserve the integrity of the Puzzel System or any part thereof or the overall quality of the Services;

(c)            or to comply with restrictions imposed by public authorities.

9.3           Puzzel and/or Partner shall endeavour to provide as much prior notice as is reasonably practicable and use commercially reasonable endeavours to minimise interruption or disruption to the use and operation of the Services.

10.           Free Trial Period

10.1        To the extent that Customer is trying the Services as part of a free trial period (not to exceed 30 days), the Customer will be liable for all Communication Costs and such trial shall always be subject to the Customer accepting all relevant terms & conditions applicable to the Service (including these General Terms & Conditions).

11.           Change in Service

11.1        Puzzel and/or Partner may at any time change the Service by removing, adding, modifying features or functions or to provide fixes, updates and upgrades to the Service provided that such changes do not materially alter the core features or functionality of the Services or alters the security of the Service. Such changes may also involve changing of subcontractors or subprocessors of personal data. To the extent that there is a change of sub-processors, such changes shall be handled in accordance with the change of sub-processors as set out in the Data Processing Addendum between the Partner and the Customer.

11.2        If a change requires implementation by the Customer, neither Puzzel nor Partner is liable for inoperability of the Services caused by the Customer failing to  implement the required changes.

11.3        If  Puzzel releases Puzzel Developments  necessary for the continued use of the Service, Partner will provide such Puzzel Developments at the time that such Puzzel Developments are made available to the generality of Puzzel’s customers; nothing in this Clause shall oblige Puzzel or Partner to make available to Customer any Puzzel Development which provides additional or new functionality (i.e. functionality which does not form part of the Service), such Puzzel Developments which provide new or additional functionality may be made available subject to agreement by Customer to any applicable charges and additional terms (when applicable).

12.           Obligation of the Customer

12.1        The Customer shall act in accordance with  Implementation Schedule agreed with Partner and all requirements set out in in the basic requirements applicable to the Service, including providing all information enabling Partner and Puzzel to comply with appliable laws such as emergency number regulations and regulations applicable to number porting.

12.2        During the term of a Customer Agreement the Customer may not port out one or several individual numbers connected to the Service unless approved by Puzzel.

12.3        The Services are delivered to the Customers internal use only and may not be resold, let out, transferred to a third party or by other means used for anything but their intended purposes without Puzzel or Partners’ written consent

12.4        If the Customer initiates measures that may lead to an abnormally high volume of traffic (campaigns and similar), or other measures that reduce the opportunity to receive the calls that Puzzel forwards to the Customer, or if the Customer is exposed to accidents or technical problems with the same effect, the Customer shall notify Partner without undue delay, so that Puzzel can take measures to rectify the situation and avoid derived problems in its own or other telecommunication operators’ networks. For the purpose of clause 12.4 and 12.5 “abnormally high volume of traffic” means a 50% increase of   volume of traffic as compared to the average volume of traffic the immediate preceding two months prior to the increase.

12.5        Neither Puzzel nor Partner is  liable for problems or errors with the service as a result of such abnormally high volume of traffic unless the Customer has given such notice at least 20 working days in advance of the expected increase in traffic volume.

12.6        Regardless of prior notification, if an increase causes problems that, in Puzzel’s opinion, may lead to serious problems in the network, or for other of Puzzel’s customers, Puzzel may limit or disconnect the Service to remedy or prevent such problems.

12.7        The Customer is responsible for compliance with all applicable laws and regulation applicable to its business when using the Services (including use by its Agents and Users), including marketing legislation and legal basis for processing of personal data. The Customer is furthermore responsible for observing the rules in force at any time for the marketing and presentation of its services, including any Code of Conduct set out in a separate Appendix and agreed by the Customer.

13.           Fair Use Policy

13.1        Customer (and its Users and Agents)  must not (i) circumvent or disable any technological features or security measures embedded in the Services; (ii)  violate or infringe Puzzel’s or a third party’s Intellectual Property Rights (iii)  transmit any illegal content; (iv) conduct spamming or other unsolicited advertising, (v) engage in a fraudulent activity to the prejudice of third-parties or otherwise use the Services to bypass phone identification systems (vi) use the Service in such a way that it is likely to disrupt the provision of Services to others.

13.2        Customer is solely responsible for any and all activities that occur under Customer’s account. Customer shall not transfer its login credentials accessing the Services to any third party.

13.3        If Customer uses the Services to record or monitor calls or other communications regardless of channels, it must comply with all applicable laws related thereto, including securing any required consents.

14.           Confidentiality and Announcements

14.1        Each party receiving Confidential Information (“Recipient”) from the other (“Disclosing Party”) shall keep that information confidential and comply with this clause 14.  In particular the Recipient shall:

(a)            use the Disclosing Party’s Confidential Information solely for the purposes of fulfilling its obligations under these General Terms & Conditions;

(b)           keep the Disclosing Party’s Confidential Information secure and, without prejudice to the foregoing, take no lesser security measures and degree of care to protect the Disclosing Party’s Confidential Information than the Recipient applies to its own confidential or proprietary information;

(c)            not disclose the Disclosing Party’s Confidential Information to any Third Party except with the prior written consent of the Disclosing Party or in accordance with this clause 14.

14.2        Notwithstanding clause 14.1, the Recipient may disclose the Disclosing Party’s Confidential Information to its directors and employees and any sub-contractor or other third party who are directly involved in, and need to know such Confidential Information for the purpose of, the provision or receipt of the Services.

14.3        The obligations of confidentiality set out in this clause 14 shall not apply:

(a)            where the Disclosing Party has given its specific prior written consent to the disclosure;

(b)           to Confidential Information which, at the Effective Date, is or becomes at any time after that date, within the public domain (other than as a result of a breach of this clause 14);

(c)            where the Recipient can show that the information was obtained, free from any restrictions as to its use or disclosure, from a Third Party who was free to divulge it;

(d)           where disclosure is to any potential or actual replacement supplier, provided that any such third party enters into confidentiality undertakings equivalent to the provisions of this clause 14;

(e)            where the information was developed by, or for, the Recipient independently of any information received under this Agreement and by persons who had no access to, or knowledge of, that information.

14.4        Neither party shall be in breach of this Clause 14 where it is required to disclose the other party’s Confidential Information by a court or regulatory authority of competent jurisdiction. Where a party is so required to make such a disclosure, it shall, where practicable and/or permissible, consult with the Disclosing Party as to the terms, content or timing of the disclosure, and shall use reasonable endeavours to limit the scope of the required disclosure and to maintain the confidentiality of the disclosed Confidential Information to the extent possible.

14.5        Partner and Puzzel shall be allowed to:

(a)            disclose or permit disclosure of the existence of the Customer Agreement to any third party;

(b)           disclose that the Customer is its client to any third party; and

(c)            use the Customer’s name and/or brand in any promotion or marketing or announcement of orders.

15.           Customer Data and Data Protection

15.1        Puzzel is data controller for services and processes where Puzzel processes personal data about the Customer and the Customer’s users, as far as Puzzel determines the purpose of the processing as well as means (tools and/or security mechanisms) that will be used. This comprises the provision of electronic telecommunication services, such as fixed-line and SMS).  For these services Puzzel will process data in accordance with applicable laws and regulation, including GDPR and local electronic communication law.

15.2        For other services, Puzzel may process Customer Data on behalf of the Customer as a sub-processor to Partner and in accordance with instruction by the Customer (as communicated through Partner). The Customer is responsible for ensuring the lawful purpose and legal basis for the processing of personal data for which Partner acts as data processor and Puzzel acts as a sub- processer. Puzzel and Partner have entered into a sub-processor agreement with this regard.

16.           Intellectual Property and Developments

16.1        Customer hereby acknowledges that all Intellectual Property Rights in and to the Puzzel System (and the platforms included within the Puzzel System), the Services and any Puzzel Developments (whether existing now or in the future) and all modifications to them belong entirely and exclusively to or are licensed to Puzzel or a Puzzel Affiliate. Customer shall not be entitled to make copies of or effect any modification, reverse engineering, correction or adaptation of the elements comprised in any of the foregoing. Except as expressly stated herein, this Agreement does not grant Customer any rights to, under or in Puzzel’s Intellectual Property Rights.

16.2        Nothing in this General Terms & Conditions shall be construed as a transfer or assignment of any Intellectual Property Rights by Puzzel or by the Customer.

16.3        Customer is liable for any third party clearances required as well as costs incurred by the use of the Services (including but not limited any content distributed through the use of the Service such as music, pictures etc)

17.           Limitation of Liability

17.1        Neither party seeks to limit or exclude its liability in respect of (a) death or personal injury; (b) fraud or fraudulent misrepresentation; (c) breach of the implied warranties as to title; or (d) any other liability which cannot be limited or excluded by law.

17.2        Puzzel’s total aggregate liability to the Customer, whether in contract, tort (including negligence), for breach of statutory duty or otherwise, arising under or in connection with Customers use of the Service shall be limited to the 25% of annual Fixed Monthly Fees paid to Partner.

17.3        Subject to clause 17.1, neither party will be liable to the other party for any indirect, consequential or special loss arising out of, or in connection with the Customers use of the Service , nor in respect of loss of profit; loss of goodwill or reputation, loss of business or business opportunity, loss of anticipated savings, or loss or corruption of data or information (regardless of the foreseeability of such types of loss).

18.           Termination for Breach

18.1        Puzzel has a right suspend the delivery of Services (and instruct Partner to terminate a SOW with Customer) immediately if Customer commits a material breach of these General terms & Conditions.

18.2        Puzzel may, by Notice in writing, terminate the Service if any licence or authorisation required by Puzzel to provide the Services is revoked, provided always that Puzzel shall be required to notify Customer of the same immediately upon being notified itself.

19.           Force Majeure

19.1        Neither Party shall be responsible for a failure to carry out any of its duties under these  General Terms & Conditions to the extent to which this is caused by a Force Majeure Event provided that it shall take all reasonable steps to overcome and mitigate the effects of the Force Majeure Event.

20.           Dispute Resolution

20.1        Any dispute, controversy or claim arising out of or relating to these General Terms & Conditions that cannot be resolved by negotiations shall be submitted to the exclusive jurisdiction of the English courts.

21.           Assignment

21.1        The Customer may not assign, sub-licence or otherwise transfer any of its rights without the prior written consent of Puzzel (including by way of merger or de-merger), such consent not to be unreasonably withheld. Puzzel may assign, sub-licence, transfer or otherwise dispose of any of its rights or obligations hereunder to any Affiliate of Puzzel or to any other entity to which Puzzel may sell, transfer, convey, assign or lease all or substantially all of the assets or properties, including but not limited by way of a merger or de-merger.

22.           Third Parties

22.1        No express term of the Agreement or any term implied under it is enforceable pursuant to the Contracts (Rights of Third Parties) Act 1999 or otherwise by any person who is not a Party to it.

23.           Governing Law

23.1        These General Terms & Conditions shall be governed by and construed in accordance with the laws of England and Wales.

Annex 1 to Schedule 6 – Definitions

“Affiliate of Puzzel” any company or other business entity controlling, controlled by or under common control with Puzzel from time to time, where “control” means direct or indirect ownership of: (i) 50% or more of the voting securities or voting interest in such corporation or other entity; or (ii) 50% or more of the interest in the profit or income in the case of a business entity other than a corporation; or (iii) in the case of a partnership, any other comparable interest in the general partner.

“Agent” A User who communicates with an End User using the Service.

“Customer Agreement” The contract between Customer and Partner  including Appendices, and any document expressly referred to by this document, and in each case as amended or varied from time to time, but explicitly excluding any documentation or offers prior to the date of this Agreement unless explicitly referred to in this Agreement. All other terms and conditions contained in any Customer purchase order or other document not expressly referenced in these Terms & Conditions will have no effect

“Confidential Information” means non-public confidential or proprietary information of the disclosing party that is (a) clearly marked confidential at the time of disclosure or (b) a reasonable person would know, based on the circumstances surrounding disclosure and the nature of the information, that the information should be treated as confidential.

“Customer Data” means the content of calls, facsimiles, messages, voicemails, voice recordings, shared files, conferences, call meta-data, configuration data, or other communications transmitted or stored while utilizing the Puzzel Service as well as information about Customers Agents and Users.

“Customer Equipment” Any device, technology, software (other than software licenced and provided by Puzzel to Customer) or ancillary facilities the Customer or its End Users may from time to time use to make and/or receive communications with End Users.

“Communication Fees” Means all electronic communication fees such as SMS and voice traffic incurred by the Customer through its use of the Services and which are invoiced by Puzzel.

“Customer” Means the party described as customer to the Partner in a SOW.

“Data Protection Law” Means any applicable laws and regulations relating to the use or processing of personal data including: (i) the GDPR; (ii) any laws or regulations ratifying, implementing, adopting, supplementing or replacing the GDPR); and (iii) any laws and regulations implementing or made pursuant to EU Directive 2002/58/EC (as amended by 2009/136/EC), the Privacy and Electronic Communications (EC Directive) Regulations 2003); in each case, as updated, amended or replaced from time to time.

“Effective Date” The date appearing on Statement of Work, from which an Agreement is effective.

“End User” A person who uses the Puzzel Service from time to time to communicate with the Customer.

“Fair Use Policy” As set out in Clause 13.

“Force Majeure Event” An act or event preventing or affecting the performance by Puzzel of its obligations hereunder arising from acts, events, omissions, or circumstances beyond Puzzel’s reasonable control including (but without limiting the generality thereof) pandemic situation, regardless of whether this is defined as a public health emergency of international concern or not, including but not limited to virus infections such as COVID -19) ,  disaster, cyberterrorism and cybercrime (including hacking, malware and any other deliberate disruption of computer networks), actual or threatened terrorist attack, failure by a utility provider to provide services or an industrial dispute affecting a third party provider for which a substitute third party is not reasonably available provided in all cases that Puzzel has taken all steps (if any) which it could reasonably be expected to have taken in order to prevent such act or event occurring or preventing or adversely affecting the performance of its obligations and provided that Puzzel may not claim as a Force Majeure Event: (i) the wilful act or negligence of or failure to take all reasonable precautions by the Puzzel; or (ii) the failure of any hardware, software, telecommunications or other system components (including, in the case of Puzzel, the Puzzel System) unless and to the extent that such failure occurs as a consequence of one or more events described above (or any event similar, equivalent or analogous thereto).

“Fixed Monthly Fee” Means the fixed monthly fee per Agent and/or User (to the extent a User is not an Agent) to be paid by the Customer for being granted a right to use the Service (regardless of actual use of such services by Customer).

“Free Trial Period” A limited period during which a Customer is entitled to try the Services without being charged for the Fixed Monthly Fee (but being liable for other fees such Communication Fees).

“Intellectual Property Rights” All industrial and intellectual property rights including patents, utility models, rights in inventions, applications for patents, copyrights (including source code) and neighbouring rights, moral rights, database rights, author’s rights, rights of publicity, mask works, corporate names, trade names, trademarks, service marks, or other proprietary designations, registered designs, rights in designs, trade secrets, licensing rights, and/or any other intellectual or proprietary rights recognized by any jurisdiction, (all whether registered or unregistered and including any renewals and extensions thereof) whether now existing or hereafter arising and the right to apply for registrations of any of the foregoing.

“Maintenance Window” A period during which the Puzzel System is undergoing Maintenance as set out in an SLA between the Customer and Partner.

“Partner” Means the contracting entity having entered into the agreement with Customer for the provision of the Services.

“Party” The Parties to the Agreement each independently referred to as a “Party”, and collectively as the “Parties”.

“Puzzel” Means Puzzel AS and any Affiliate of Puzzel

“Puzzel Developments” Any updates, upgrades, new versions, enhancements, modifications, improvements, inventions or developments created by Puzzel in respect of the Puzzel System for use with the Puzzel System and/or in the provision of the Services.

“Puzzel System” The system or software owned and/or operated by Puzzel or a Puzzel Affiliate.

“Puzzel” Puzzel AS

“Service(s)” The services provided by Partner  as set out in the Statement of Work.

“Third Party Software” means the third party software specified as such in any Statement of Work and all modifications, enhancements and/or new versions of the same

“Third Party Add-Ons” Products and services offered by third parties on Puzzels website “Marketplace” but not part of the Services.

“Third Party Add-Ons Terms” Means all terms & condition (including licence terms governing the provision or use of Third Party Add-Ons.

“User” A Customer person who uses the Service (who, for the avoidance of doubt may also be an “Agent”.)

“VAT” means value added tax

“Working Day” A weekday (Monday to Friday) excluding public holidays.

1.              Definitions

“Network(s)” – the Local Area Network, network equipment, computer systems, and local cable infrastructure, at the Sites, to which the Service will be connected.

“Service Demarcation Point” – is the customer port of the NGC-supplied router. The Customer’s local area network, its configuration and management are the Customer’s responsibility.

“SLA” – NGC’s service level agreement that is specific to the services provided under this Schedule and that is provided upon request to the Customer and as amended from time to time.

2.              The Services

2.1           This Schedule cover all fixed and mobile data services including but not limited to Broadband, Ethernet and WAN Services.

2.2           To enable NGC to provide the Service, the Customer will prepare the Sites and its networks and connect any tail circuits to its network in accordance with NGC’s instructions.

2.3           NGC reserves the right not to provide the Service to any Site and to withdraw the Customer’s provisional acceptance of an Order for reasons including, but not limited to:

(a)            the distance between a site and the point of presence of NGC’s underlying service provider;

(b)           if a site survey finds that a site is not suitable for the provision of the Service;

(c)            if the Customer does not agree to pay the excess construction charges or any other charges reasonably levied by NGC in addition to the charges initially proposed.

2.4           Unless the Customer has ordered an installation of the router, it is the Customer’s responsibility to install a router at the Site or Sites where this is required and NGC will not be liable for failure to meet any dates due to delay in the installation of such router.

2.5           NGC will maintain your Service to the Service Demarcation Point.

2.6           Where NGC agrees the Customer may use/supply its own router for the Service then the Customer agrees that all responsibility and liability for such equipment remains with the Customer. Should NGC visit the Customer’s Site due to a fault which is later found to be caused by equipment not provided by NGC then NGC will charge the Customer for such site visit and any additional costs incurred as a direct result.

2.7           The Customer’s use of the Service is entirely at the Customer’s own risk. NGC will not be liable for any loss or damage arising from any virus, Trojan horse, spam or other malicious content that the Customer may receive while using the Service notwithstanding that there may be a firewall contained in equipment supplied in connection with the Service.

3.              Broadband Service

3.1           If NGC considers that the Customer’s bandwidth usage profile is abnormal or out of the ordinary (including without limitation extremely high levels of bandwidth use in a given period), NGC has the right to take such action as it deems appropriate which may include, without limitation, restricting or suspending the Customer’s use of the broadband service, or increasing the Charges.

3.2           NGC will make reasonable endeavours to inform the Customer in advance if NGC imposes any restrictions on the Customer’s use of the Service.

3.3           To ensure the quality of NGC’s broadband service, NGC has a traffic prioritisation process to prioritise business critical applications in the event of exceptional demand, and normally only during business hours 08.00 to 18.00 Monday to Friday. However, it is unlikely that this will impact the quality of the Customer’s broadband service.

3.4           Where any data service requires an NGC PSTN line for service delivery that line should have no other services or features attached to the line. The line should have a minimum Level 4 maintenance care (Level 4 maintenance costs will be the responsibility of the customer).

3.5           Any Service will cease automatically if the underlying PSTN line is ceased, but the Customer will remain liable for any Charges for the remainder of the current Committed Period.

3.6           Any internal line shift carried out on the underlying PSTN line supporting the Service may impact on the speed (either slower or faster speed).

3.7           Where applicable, actual available line speed will be confirmed during the provisioning process. If the maximum upstream line speed is lower than originally ordered, NGC will process the order to allow the confirmed highest available downstream speed.

4.              Backup Services

4.1           The Broadband backup service requires a PSTN line provided by NGC and clear of any other Broadband services for service delivery. This line must also be located within 2 metres of the Ethernet termination point and router location.

4.2           Unless otherwise specified in writing, the backup option does not carry the same guaranteed service levels as the primary Service.

4.3           For a Fibre Ethernet with Fibre Ethernet backup Service, the actual resilient path of both fibre connections will only be confirmed following a site survey. If, following site survey, it is found that the two connections would have a shared route (or partial shared route) the Customer has the option of cancelling the Order.

4.4           For a Fibre Ethernet with an EFM backup Service, both services will terminate in the same exchange as it is not possible to route to different exchanges.

4.5           In the event of a fault on the primary service, the backup service will automatically become effective. Use of the secondary backup service is not permitted other than in the event of a primary Service failure. In the event of a failure of both the primary and secondary Services, NGC will initially resolve the fault on the primary Service in accordance with our SLA.

4.6           If the Customer fails to connect both the primary and secondary services to the router, the SLA will not come in to effect until such failure has been remedied.

5.              Ethernet (leased line) and WAN Services

5.1           NGC shall design, setup, install, manage and maintain a Network providing Managed WAN and/or LAN Services having the relevant features and specifications stated in the Customer Engagement Document upon and subject to the provisions of the Contract. In respect of each Service, NGC shall:

(a)            procure the installation of the Equipment at the Sites; and

(b)           connect the Sites by means of the access circuits to the Network to provide the Services; and

(c)            continue to deliver the WAN and/or LAN Services in accordance with the SLA.

5.2           The Customer acknowledges that during the installation of the Equipment for the provision of the Services the Customer may suffer temporary interference to other telecommunications services received at the Sites (although NGC shall use every effort to avoid this), which shall be reinstated following installation. NGC shall not be liable for any loss, interruption or interference so caused during installation.

5.3           NGC will use reasonable endeavours to comply with the Customer’s reasonable requests in respect of installation but the final decision on the routing of cables and wires and the positioning of outlets and other apparatus constituting the Equipment shall be mutually agreed.

5.4           Installation of the Services may be subject to a site survey and the Services may not be provided where the survey carried out is incomplete or unsatisfactory.

5.5           To allow the installation and use of the Equipment at each of the Sites, the Customer will, prior to any installation work for the Services, at your own expense:

(a)            obtain all necessary consents, including consents for any necessary alterations to buildings and access wayleaves;

(b)           take up or remove, any fitted or fixed floor coverings, ceiling tiles, suspended ceiling and partition covers as NGC or the Third Party Operator advises are necessary and carry out afterwards any making good or decorator’s work required; and

(c)            provide reasonable electricity and connection points required by NGC or the Carrier.

5.6           NGC may appoint sub-contractors to supply the Services provided that the Services shall be supplied in accordance with the provisions of the Contract and NGC shall remain solely responsible for all such Services.

6.              Termination

6.1           The Customer is required to provide the following notice periods should it wish to terminate any of the data services under this Schedule, to take effect no earlier than the expiry of the Committed Period:

(a)            Fixed and Mobile Broadband – thirty (30) days written notice.

(b)           Ethernet (leased line) and WAN Services – ninety (90) days written notice.

6.2           Where the Customer exercises its right to terminate the Contract in accordance with clause 15 of the Conditions, any and/or all routers that were used for managed internet connections (including but not limited to: Leased lines, Assured ADSL, Converged FTTC, EFM, EoFTTC, DIA, MIA, MPLS, IPVPN) must be returned within 30 days of contract cessation or NGC will invoice £300 exc. VAT for the router.

1.              Definitions

“Concurrent Licence” – means a license for the use for the Services configured to be used by multiple users, but never more than one user at any time.

“Fair Use Policy” – means the defined limits applicable to any bundled pricing.

“Management System” – means the web-based portal for use by you for the management and configuration of the Services and access to information and resources including without limitation reporting and online ordering facilities.

“Named User License” – means a license for the use of the Services per user.

2.              The Service

2.1           NGC will supply the Customer with the Service in accordance with this Schedule and the Contract.

2.2           All details specified on the Customer Engagement Document are based on information supplied by the Customer and/or collected during a site survey (remote or onsite) and may be subject to amendment. NGC will agree any amendments to the requirements, the Service or the Equipment with the Customer in writing.

2.3           The Customer acknowledges that the Service may be governed by various regulatory requirements and the Customer warrants that it will wherever applicable comply with all such regulatory requirements in relation to the use of the Service.

2.4           The Customer will ensure that in regard to any audio that is used in conjunction with the Service it will:

(a)            where required obtain a license under the PRS license requirements, further details of which can be found at http:// www.prsformusic.com; and

(b)           indemnify NGC against any claim arising from the Customer’s use of its own audio.

2.5           The Customer agrees that it will not play ringing sounds to a caller once the call has been connected without first playing audio that lets the caller know the call has been connected and is being charged for.

2.6           The Customer agrees that any accounts that do not incur rental charges, once activated, will be available for the Customer’s use until such time as they have been unused for a period in excess of six calendar months.

2.7           Any calls received that are connected and answered by a fax service will have a maximum call duration of 60 minutes. Any calls reaching the 60-minute threshold will be terminated.

2.8           If the Customer’s uses the dialler facility it agrees that it will comply with all Ofcom regulations relating to dialler services and to follow the following guidance in configuring the dialler settings:

(a)            the Service must not be misused, considering the original intention of NGC’s Service;

(b)           the Service must not cause silent or abandoned calls;

(c)            the Service must not cause public concern/harm (harm consists of anything from inconvenience or annoyance through to genuine anxiety) generally associated with abandoned and silent calls;

(d)           the data must recently have been Telephone Preference Service (TPS) checked;

(e)            the Service must not re-dial failed calls within any 24 hour period;

(f)             if there is the possibility of making a call and an agent not being available, the Service must play an appropriate apology if it is answered and there isn’t an agent available;

(g)            if the dialler will simply play a message to the called party, the call should not be unsolicited (without consumers prior consent) and the CLI should be valid and appropriate; and

(h)           any Service that is obviously canvassing will need to be approved by NGC before the Service can be agreed or created.

2.9           Where the Service includes call recording, the recording files may be backed up. If the Customer does not wish for these to be backed up please notify NGC in writing prior to using the Service.

2.10        NGC will not be held responsible for failing to record or copy calls.

2.11        Where the Customer has a specific arrangement that recordings of calls are not to be retained then those call recordings will have been irrevocably erased prior to service backup copies being made.

2.12        If the Customer requires copies of recordings from the backup then NGC will endeavour to obtain those for a fee to be agreed at the time of the request.

2.13        The Service does not provide the facility to make 999 or 112 emergency service calls. The Customer must ensure to have alternative facilities to make emergency calls and that end users are aware of how to make an emergency call. NGC does not accept any responsibility for the result of any attempts to make emergency calls through the Service.

3.              Charges and Payment

3.1           Monthly charges for Concurrent Licenses are billed as daily units, pro rata for the number of days in any given calendar month. The Charges for Named User Licenses are billed as monthly units and where applicable are subject to the Fair Use Policy. If a Named User License exceeds the Fair Use Policy in any month, the difference between the actual usage and the Fair Use Policy shall be billed monthly in arrears based on rates applicable at the time. Unless otherwise specified in writing, all licences will be provided as Named User Licences.

3.2           The number of licences on the Customer’s Order shall be its minimum licence commitment. The Customer can add additional licences at any time. The Customer can remove licences at any time subject to its minimum licence commitment.

3.3           Where NGC provides the Customer with portal access to the Management System to manage its own account and it adds any additional licences or features the Customer agrees to pay the associated Charges for those licences or features from the date they were added. Some licences or features may be subject to a minimum billing period.

3.4           Unless otherwise agreed by NGC in writing, any discount specified in the Contract shall only apply during the Committed Period and shall not apply to subsequent periods unless otherwise agreed in writing.

3.5           All Charges are based on the call data and/or other Customer data maximum usage agreed. If the Customer’s actual usage materially differs from the data or any agreed maximum usage, NGC reserves the right to make a reasonable and proportionate adjustment to the Charges.

3.6           All voice agents will receive an inclusive call allowance as specified in the Contract. Any usage that exceeds this allowance or calls outside the inclusive allowance will be charged at the Customer’s agreed voice tariff.

3.7           Should the Customer use the Service storage functionality it agrees to pay for any data that is stored monthly beyond any free period which may apply as set out in the Contract. Any data stored beyond this period will be charged a monthly storage fee based on the volume of data stored until such time the Customer asks NGC to remove the storage functionality and NGC has confirmed it has been removed. The Customer may remove the storage functionality at any time.

3.8           Charges for the LinkPay+ Service may be on a per transaction or bundled basis. Where a payment link is sent to multiple devices for a single payment request then a charge (or allowance decrement) will be levied for each link sent. The charge applies whether the end customer completes the payment or not.

This Acceptable Use Policy applies to all NGC and its provider Services.  Please carefully review the following to determine if the Services you have purchased are subject to additional, service-specific prohibitions.

A. The Services (including any device, system, network, or account used in connection with the Services, or NGC or its provider Network) may not be used to:

• Illegal activity. Violate any applicable law or regulation applicable to the use of the Services.
• Resale Prohibited. Engage in resale activities. Customer may not sell, resell, sublicense, assign, license, or sublicense the Service or any component thereof or use or offer the same on a service-bureau or time-sharing basis.
• NO HIGH RISK USE. Engage in high risk use of the Services. The Services may not be available in the event of a loss of power or internet connectivity, or network congestion.  The Services are not designed, intended, or recommended for use in any situation where, in the normal course of use, service disruption could result in personal injury or death (“high-risk use”).  High-risk use is prohibited except to the extent you have fail-safe alternatives in place at all times.
• Infringing activity. Infringe, misappropriate, or otherwise violate NGC or it’s provider’s or anyone’s rights (including intellectual property, privacy, personality, publicity, or otherwise; or display or use NGC or its providers’ marks without consent or in violation of NGC or its provider policies.
• Minors.Exploit or harm minors (e.g., expose them to inappropriate content; ask for personally identifiable information without parental consent).
• Malicious activity. Transmit any material that contains viruses, time or logic bombs, Trojan horses, worms, malware, spyware, or any other programs that may be harmful or dangerous.
• Objectionable activity. Act in an indecent, offensive, threatening, harassing, defamatory, libelous, fraudulent, malicious, disruptive, tortious, or other objectionable manner.
• Misrepresenting origin and/or identity. Mislead recipients as to Customer’s identity. Create a false caller ID (e.g., ID spoofing), forge addresses or headers, or fraudulently undertake other technical measures to misrepresent the origin or identity of the sender.
• Harvest information; spam; bulk messages. Without consent: harvest or collect information about third parties or End Users, or send bulk communications.
• Excessive or unauthorised use. Use any device, system, network, account, plan, or the Services in an unauthorised manner or in excess of reasonable business use (e.g. interfere, inhibit, compromise, or otherwise harm the Services or NGC or its provider Network (regardless of intent or knowledge)).
• Circumvent compliance or security. Take advantage of, bypass, exploit, defeat, disable, or otherwise circumvent limitations of the Services, security mechanisms, or compliance with this AUP or any law.
• Interception. Intercept, capture, sniff, monitor, modify, emulate, decrypt, or redirect any communication or data for any purpose.In addition to the prohibitions described in (A) above, NGC or its provider

B. In addition to the prohibitions described in (A) above, NGC or its provider Services, (including any device, system, network, or account used in connection with the Services, or the NGC or it’s provider Network) may not be used to:

• Auto-dialing; trunking; traffic pumping. Perform auto-dialing or “predictive dialing”; trunk or forward your NGC or it’s provider phone or fax number to other numbers that handle multiple simultaneous calls or to a private branch exchange (PBX) or a key system; traffic pumping or access stimulation of calls through the Services of the NGC or it’s provider Network.

The list above is not exhaustive or exclusive. For purposes of this AUP, “End User” means an individual user of the Services, and may be a natural person, and may include but is not limited to a Customers’ employees, consultants, clients, external users, invitees, contractors and agents. Except as otherwise provided, terms defined in the Agreement have the same meanings when used in this AUP.

NGC or its provider may act immediately and without notice to suspend or terminate the Services if, in NGC or its provider’s sole discretion, Customers or its End Users’ use of the Services violates the terms of this Acceptable Use Policy.

Including

1. RingCentral MVP Bundle and usage information
2. auto top-up calling credits
3. emergency calling policy

 1. RingCental bundle and Usage Information

RingCentral UK minutes can be used to call within the UK and across 28 countries included in the EMEA Regional Calling Zone. This provides cost efficiency, huge savings and flexibility

Use your local UK domestic minutes to call: Germany, France, the Netherlands, the UK, Switzerland, Ireland, Spain, Sweden, Denmark, Finland, Norway, Belgium, Austria, Portugal, Italy, Israel, Lithuania, Luxembourg, Czech Republic, Romania, Poland, Slovakia, Hungary, Croatia, Estonia, Greece, Slovenia and South Africa.

1. Mobile mins are included apart from these countries: Czech Republic, Hungary, Israel, Slovakia. Overages will be charged based on rate usage as of now. Overages are charged at 4 ppm for Entry and Standard and 3 ppm for Premium and Ultimate.

2. Auto Top-Up Calling Credits

At NGC Networks, we aim to provide you with a transparent and user-friendly calling experience with RingCentral MVP. To help you understand how you’re billed for out-of-bundle calls, here’s how our Auto Top-Up Calling Credits system works:

How Am I Billed for Out-of-Bundle Calls?

NGC Networks, as the provider of RingCentral MVP, requires users to purchase Calling Credits before placing out-of-bundle, premium rate, or international calls. Our Auto-Purchase feature ensures that you’ll always have calling credits available. When your credits run low, the selected package will be automatically purchased to prevent any potential service interruption. Auto-top up bundle purchased funds will roll over from month to month, allowing you to accumulate credits for up to 12 months.  However, the minutes bundles which can be purchased as recurring charge, do not roll over to next month. The bundle re-sets each month.

The Auto-Purchase system presets the amounts to £20.00 or £100.00, which cover the following:

1. International calls
2. Premium Rate / Directory Assistance calls
3. Full consumption of calling minutes (Fax/Pro plans)
4. Continuous inbound NGN calls after full consumption of inbound NGN minutes (MVP plans)

Calls made after the auto-top-up credits bundle is enabled will be billed from the credits bundle at NGC Networks’ standard RRP PPM rates. The PPM rates are applied until the credit bundle is fully utilized. Once the credit bundle has been exhausted, the next auto top-up bundle will be added automatically.

For detailed information on NGC Networks’ RingCentral MVP RRP call rates and international rates, please visit our website. International Rates | RingCentral UK

At NGC Networks, we strive to make your communication simple and efficient. If you have any questions or need further assistance, please don’t hesitate to contact our dedicated customer support team. Your satisfaction is important to us.

3. RingCentral emergency calling policy

Operation and Limitations of Emergency Service
Date of Last Revision: May 31, 2022

This policy forms part of, and is governed by the Customer Agreement and/or the NGC or it’s providers term and conditions, as applicable. Terms used herein but not otherwise defined shall have the meanings ascribed to them in the Customer Agreement and/or the terms and conditions.

No one wants to need emergency services, but if an emergency arises, we want to help emergency responders find you.  Emergency calling from your IP-telephony desk phone (“desk phone”) and softphone applications (“apps”) is different from emergency calling from traditional telephones.  This policy describes how our emergency calling works and your responsibilities as a user.

If you are uncomfortable with any of the service limitations or your responsibilities described below, you should maintain an alternate means of calling emergency services.

If you are the Account Administrator, you must ensure that your users are aware of and understand this information.

Please note that emergency calling is not available from any endpoint that does not permit direct local dialling to other phone numbers within your country.  Users of virtual extensions and lines without a direct call back number must have an alternative means to reach emergency services.
 How Emergency Calling Works

1. You Identify the Location Where You Are Primarily Using Our Services

Immediately upon activation of your direct dial line (whether used with a desk phone, app, or both), you or your Account Administrator must accurately register the address of the physical location where you will use your line.  You can usually do this from within the app, or your Account Administrator can use the Administrative Portal (where available), or by logging a ticket with support.

Providers rely on this address to route your call to the closest emergency responders.

If you move your desk phone or app to a different location, you are required to update your address immediately  via Service Web, directly on your app (where available), or by calling support.  You must update your physical address immediately to ensure that your emergency call is routed appropriately.

Emergency service response times may be delayed if you do not provide an accurate and current physical address.  Your call cannot be routed to the closest emergency response centre if we do not know your current location.  Most emergency response centres cannot transfer your call to a centre in a different region.

Address changes occur in real time for U.S. and Canadian users.  Address changes usually take effect within 24 hours for non-U.S. and Canadian users.  Please note that it may take up to ten (10) days for addresses to be updated in certain countries.

2. When You Call Emergency Services from Your Desk Phone or Computer-Based App

When you call emergency services from your desk phone or computer-based app, we route the call to local emergency responders.  We provide the emergency response centre with the location you provided and a number to call you back if the call is dropped.  The emergency operator will not know your correct location if you did not update your address as required.

We cannot guarantee and do not control whether emergency response centres can see your location and call-back number.  Due to service limitations at some emergency response centres, emergency operators may not have access to this information.  Be prepared to provide the emergency operator with your telephone number and current location.  If you are unable to speak, the emergency operator may not be able to send help and/or call you back should the call be disconnected.

In certain instances, your call cannot be routed directly to the local emergency response centres.  Instead, it is sent to a national emergency contact centre.  Operators at these centres will ask for your current location so they may route your call to the correct local emergency response centre.

Do not disconnect the call until told to do so by the operator.  If the call is dropped, you should call back.

3. When You Call Emergency Services from Your Smartphone App

Smartphone apps are not a replacement for wireless cellular service.  You should call or text (where available) emergency services on your smartphone’s native dialler and the call or texts will be handled by your wireless cellular service provider.

4. Service Limitations

Certain events beyond our control may prevent you from reaching emergency services.  These include

1. (i) If you have an Internet or power outage.
2. (ii) If your broadband, ISP, or IP telephony services are suspended or terminated.
3. (iii) If you are located in a country other than the one in which your digital line is provided. For example, if you have a UK line and travel to the US, you will not be able to reach the US emergency services number.
4. (iv) If you are located in a country where NGC or it’s provider is not permitted or otherwise able to complete emergency calls.
5. (v) If there is network congestion that may delay or prevent completion of any call to emergency services.

1. Allocation of Minutes:
   – Each Classroom Licence is entitled to 100 minutes per month for UK landline and mobile calls.
   – All minutes are pooled monthly across all the same user types (e.g., all classroom licences).
2. Overage Charges:
   – Any usage beyond the allocated 100 minutes will be billed in full at NGC’s standard rates.
   – Repeat offenders, those consistently breaching the minutes allowance, will be switched to the “Back Office” licence type.
3. Auditing:
   – NGC reserves the right to audit the customer’s account at any time to ensure compliance with the allocated minutes and licence terms.
4. Emergency Calls:
   – The licence is intended for emergency calls only. Non-compliance may result in a switch to the “Back Office” licence type.
5. Modification of Terms:
   – NGC reserves the right to modify the terms of the licence agreement, and NGC’s end customer will be notified in advance of any changes.
6. Termination:
   – NGC retains the right to terminate the licence agreement with its end customer in the event of severe or repeated breaches.
7. Effective Date:
   – This usage policy is effective from 21/11/2023.

By using the Horizon Education Classroom Licence, the customer agrees to abide by NGC’s terms and conditions.

Notification of Service Limitations

You are required by law to notify all persons who may place calls using our services or may be present at the physical location where our services may be used, of the limitations of reaching emergency services from your desk phone or app. You must affix any warning sticker provided in a readily visible place on each piece of equipment that might be used to access or use our services.

Disclaimer of Liability

Your use, and use by your employees, guests and other third parties, of our emergency calling services are subject to the limitations described herein. The availability of certain features, such as transmission of your location or a call back number, depends on whether local emergency response centres support those features and other factors outside of our control. We rely on qualified third parties to assist us in routing emergency service calls and text messages. We do not have control over local emergency response centres, emergency calling centres, emergency responders, or other third parties.

We disclaim all responsibility for the conduct of emergency response centres and all third parties involved in the provision of emergency response services. To the extent permitted by applicable law, you hereby release, discharge, and hold us harmless from and against any and all liability relating to or arising from any acts or omissions of such third parties or other third parties involved in the handling of or response to any emergency or emergency call.

You agree to indemnify and hold us and any of our third-party provider(s) harmless from any and all third-party claims, losses, damages, fines, or penalties arising out of: (i) you or your users’ provision of incorrect information, including incorrect addresses, or failure to update your or users’ locations (ii) your failure to properly notify any person who may place calls using the emergency calling services of the emergency calling limitations; (iii) the absence, failure, or outage of emergency service dialling using the Services for any reason; and (iv) the inability of any user to be able to dial emergency services or to access emergency service personnel for any reason.