Terms and Conditions 

1.1. www.deployablesolutions.co.uk is a site operated by Deployable Solutions Limited (“we”, “us” and “our”). We are registered in England and Wales under company number 13521378 and have our registered office at The Portsmouth Guildhall, Guildhall Square, Portsmouth, United Kingdom, PO12AB 

3.1. You can only place an order with us for Services once you have successfully registered an account with us. Information that you provide while registering an account with us must be complete and accurate. By creating an account you agree that we may block access to the account and the Services we supply if we reasonably believe that the information you have supplied is inaccurate. You must keep your user name and password private at all times and not allow anyone else to use it. You must contact us should you believe that your username or password has become known to someone else.

3.2. Before you submit an order you will be shown a summary on screen including details of the Services you have wish to order and the price payable. There will be an option to amend/correct and errors before proceeding to completion of the order.

3.3. Before being able to submit an order you will be required to register a credit or debit card. We also accept paperless direct debit, however you may need to use a credit or debit card on your first order.

3.4. Once an order has been placed, we will provide you with confirmation of the Services you have ordered. This confirmation will be sent to the email address registered to your account. Copies of previous invoices will be stored on your account. 

4.1. After placing an order, you will receive an e-mail from us accepting your order and, if appropriate, letting you know that the Hosting Service you have purchased has been activated (“Acceptance Confirmation”). Your order constitutes an offer to us to buy our Services and all orders are subject to our acceptance. 

4.2. The contract between us (“Contract”) will only be formed when we send you the Acceptance Confirmation. We may also decline your order for the Services for any reason, in which case we will tell you so. 

4.3. The Contract will relate only to those Services we have confirmed in the Acceptance Confirmation. We will not be obliged to supply any other Services which may have been part of your order until such Services have been confirmed. 

5.1. We may provide links on our site to the websites of other companies, whether affiliated with us or not. We cannot give any undertaking that products or services you purchase from companies to whose website we have provided a link on our website will be of satisfactory quality, and any such warranties are disclaimed by us absolutely. 

5.2. Any disclaimer does not affect your statutory rights against the third party seller. 

6.1. If you are buying as a consumer (i.e., not within the course of your business), ordinarily, the Consumer Contract Regulations 2013 allow you to cancel the Contract at any time within 14 working days, beginning on the day after you received the Acceptance Confirmation. 

6.2. However, by placing your order for the Services, you agree to us starting supply of those Services before the end of the seven working day cancellation period referred to here. As such, you will not have the right to cancel the Contract under the Consumer Contract Regulations 2013 

6.3. This provision does not otherwise affect your statutory rights. 

7.1. Once the Contact has been formed you may cancel the Contract in relation to the Hosting Service you have purchased. 

7.2. In such cases, you may cancel at any time within 30 days, beginning on the day after you received the Acceptance Confirmation. If you do so, you will receive a full refund of the price paid for the Hosting Service you have cancelled. We will refund the price you have paid to the credit card, debit card or other account you used to make that payment. No other refund will be made. Limited to one per customer. 

7.3. To cancel the Contract you must inform by raising a support ticket before the end of the 30 day period mentioned in clause G(b) above. As part of our cancellation process, we will respond to you to confirm your cancellation request. You must re-confirm your cancellation request by replying to this confirmation or we will continue to supply the Hosting Service and your cancellation will be ineffective. This is to ensure that we do not delete any data you need to retain. 

7.4. In summary, the Services which may not be cancelled under the limited money back guarantee include (but are not limited to): 

7.4.1. Domain Registration and Domain Registration Renewals.

7.4.2. Private SSL certificates. 

7.4.3. Virtual Nameservers and other ‘add on’ products. 

7.4.4. Virtual Private Servers (VPS) and associated products. 

8.1. The price of any Services will be as quoted on our website (exclusive of VAT). 

8.2. The total cost of your order of the Services will be set out clearly before you submit your order for the Services. 

8.3. Prices are liable to change at any time. We will notify you of a change in our prices at least 14 days before the price increase comes into force. If you do not cancel you will be deemed to have accepted the new prices, and they will be charged to your account. 

8.4. Due to the number of Services offered for sale, it is possible that despite our efforts some Services may be incorrectly priced. We deal with these situations accordingly:

8.4.1 Where a Service’s correct price is less than our stated price, we will charge the lower amount when accepting your order;

8.4.2 If a Service’s correct price is higher than the price stated on our website, we will normally, contact you for instructions before accepting your order; and

8.4.3 We are under no obligation to provide the Services to you at the incorrect (lower) price, even after we have sent you an Acceptance Confirmation 

8.5. We reserve the right to seek to recover any outstanding amounts due by you by other means, including referring the debt to an external debt recovery agent if necessary. If this method is sought, you may become liable for additional fees and charges and you agree to pay such charges in addition to the outstanding amount owed to us. 

8.6. Time for payment shall be of the essence. No payment shall be deemed to have been received until we have received cleared funds. If your chosen method of payment is not authorised by your credit card provider or bank, you hereby authorise us to seek payment from any other credit card, debit card or direct debit registered against your account. 

8.7. If we fail to authorise payment your account may be suspended. 

9.1. We warrant that (subject to the other provisions of these terms and conditions) any Services purchased from us through our website will be provided with reasonable care and skill. 

9.2. We will not be liable for a breach of the warranty provided above unless: 

9.2.1. you give written notice of the breach to us 

9.2.2. we are given a reasonable opportunity after receiving the notice of examining our provision of the Services to you 

9.2.3. the problem arises because you failed to follow our oral or written instructions as to the use of the Services (if there are any) 

9.2.4. you alter the Services without our written consent 

9.2.5. the problem arises because of misuse 

9.3. If we are in breach of the warranty in accordance with the clause above we will, use all reasonable commercial efforts to remedy the breach promptly or refund the price of the Services at the pro rata Contract price. 

9.4. By accepting these terms, you acknowledge that you have not relied on any statement, promise or representation made or given by or on our behalf which is not set out on our website or otherwise confirmed in writing by us. Nothing in this clause will exclude or limit our liability to you for fraudulent misrepresentation. 

10.1. It is your responsibility to ensure that necessary arrangements for access to our Hosting Services are in place. 

10.2. You are also responsible for ensuring that all persons who access our Services through your Internet connection are aware of these terms and conditions (and in particular our acceptable use policy). 

11.1. We do not warrant access to our servers will be uninterrupted or error free but we shall use reasonable endeavours to keep downtime to a minimum. 

12.1. You will have no right, title or interest in any internet protocol address (“IP address”) allocated to you throughout use of upon the expiry or termination of Services. 

12.2. Any IP address allocated to you is allocated as part of the Hosting Service you purchased and is not portable or otherwise transferable by you in any manner whatsoever. 

12.3. If an IP address is re-numbered or re-allocated by us, we shall use our reasonable endeavours to avoid any disruption to you. 

13.1. It is your responsibility to maintain appropriate and up-to-date back-up copies of any data, information or other material you upload onto our servers as part of your use of the Hosting Services. We provide free tools to make website and database backups in our control panels. In the event of loss of or damage to your material, you will not be given access to the server back-up we maintain pursuant to our archiving procedure. 

13.2. We will follow our archiving procedures for the data stored on our servers. 

13.3. We will not be responsible for any loss, destruction, alteration or disclosure of your Material caused by you or any third party. 

14.1. The Hosting Service package you order includes the per calendar month bandwidth allowance applicable to that hosting package as this is set out on this website at the time of your order. 

14.2. The Hosting Service you have ordered will be automatically suspended if this monthly bandwidth allowance is exceeded. If this happens, you may upgrade your Hosting Service package to one which includes a higher monthly bandwidth allowance, or wait for the Hosting Service to resume at the start of the following calendar month. You can monitor your monthly bandwidth usage in our control panel. 

14.3. Unless the Hosting Service package you order includes a virtual private server, you will only be allowed to use a maximum of 10% of our server’s processing capacity when using the Hosting Service package you order. 

14.4. We may allow your usage to exceed this CPU limitation, and we will speak to you about your hosting requirements if your usage has a detrimental effect on our other customers. Please note that this right is at our absolute discretion, 

14.5. The Hosting Service package you order includes the number of mailboxes applicable to that hosting package as this is set out on our website at the time of your order. 

14.6. Any mailboxes that have not been accessed for 100 clear days will be automatically deleted from our system. 

14.7. When using the Services, you must comply with our Terms of Website Use and our Acceptable Use Policy. Any conflict between our terms of website use and these terms and conditions, will be resolved in favour of these terms and conditions. 

14.8. A breach of either the Website Terms of Use or Acceptable Use policy will entitle us to terminate the provision of Services to you. 

15.1. Our support team will help resolve any problems you have with the Services you are receiving. We will not provide programming support to you, but, as part of our Hosting Services, our servers are compatible with many programming languages. 

15.2. We do not provide telephone technical support. Support is provided via online support ticket or online chat. 

16.1. Where the Contract includes our Domain Registration and Renewal Service:

16.1.1. we will endeavour to procure the registration of the domain name you request.

16.1.2. we will not be liable in the event that the relevant domain name registry refuses to register the domain name you request, or subsequently suspends or revokes any registration for that domain name.

16.1.3. we shall not act as your agent or on your behalf in any dealings with domain name registry.

16.1.4. the registration of the domain name you request and its ongoing use is subject to the relevant domain name registry’s terms and conditions of use which you should consider.

16.1.5. you are responsible for ensuring that you are aware of the terms so that you can comply with them.

16.1.6. the domain name you request will only have been successfully registered when you appear as the registrant on the appropriate “whois” database of the top level domain name registrar.

16.1.7. we shall have the absolute discretion to require you to select a replacement domain name to the one you have requested to be registered, and may suspend or terminate our performance of the Domain Registration and Renewal Service, if, in our opinion, there are reasonable grounds for us to believe that your current choice of name is, may or is likely to be in bad faith, breach of the provisions of these terms and conditions or any legal or regulatory requirement. 

16.1.8. you confirm and warrant that you are the owner of any trade mark in any domain name (or have the authority of the owner of any trade mark to use such name) that you have requested be registered. 

16.2. You confirm and warrant that you are the legal owner of any domain name (or have the authority of the legal owner to use such domain name) supplied by you, or otherwise authorised by you, for use as a domain name in connection with any website in relation to which the Hosting Service supplied to you is used. 

16.3. Once the domain name has been successfully registered, it will need to be renewed periodically to ensure you retain your registration of it. We will send you renewal notices 30 days and 7 days before the renewal date of your registered domain name. These notices will be sent to the email address then registered against your account. 

16.4. You hereby authorise us to automatically renew the domain name for you unless you have cancelled the Domain Registration and Renewal Service in accordance with these terms and conditions. 

16.5. The price for the renewal will be as set out in the renewals page of the customer administration area and will be charged against one of the payment methods then registered against your account. 

16.6. You acknowledge and agree that we may place a number of locks on any domain registered with us either at the time of registration or at any time thereafter and without further notice to you. 

17.1. You, retain all intellectual property rights in your material, and you grant to us a worldwide, non-exclusive, royalty free licence to use, store and maintain your material on our servers and publish it on the Internet for the purpose of providing the Hosting Service to you. 

17.2. You warrant that your material does not infringe the intellectual property rights of any third party and you have the authority to grant the licence to us. We may make such copies as may be necessary to perform our obligations, including making back-up copies of your material. 

17.3. You will defend, indemnify and hold us harmless against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with your use of the Services or of any claim or action that your material infringes, or allegedly infringes, the intellectual property rights of a third party. 

17.4. If you download software from our website, we grant you a non-exclusive, non-transferable royalty free licence to use that software for the purpose set out on our website in relation to that software. Such licence will automatically terminate when we terminate providing the Hosting Services to you. 

17.5. Any third party software that you download from our website shall be licensed to you on the standard software licence terms of the owner of the intellectual property rights in that third party software as those licence terms are notified to you at the time you download such software. 

17.6. We retain all intellectual property rights in the Hosting Services (other than in your material) and our software. You must not decompile, disassemble the Hosting Services or our software. 

17.7. We will defend you against any claim that the Hosting Services infringe any United Kingdom intellectual property rights of a third party, and shall indemnify you for any amounts awarded against you in judgment or settlement of such claims, provided that:

17.7.1. you give prompt notice of any such claim.

17.7.2. you make no admissions or settlements without our prior written consent.

17.7.3. you provide reasonable co-operation to us in the defence and settlement of such claim, at your expense. 

17.7.4. we are given sole authority to defend or settle the claim. 

18.1. We do not monitor and will not have any liability for your material or any other communication you transmit by virtue of the Hosting Services. 

18.2. Due to the public nature of the Internet, we shall not be liable for the protection of the privacy of electronic mail or any other information transferred through the Internet or via any network provider 

18.3. No guarantee or representation is given that the Hosting Services will be free from security incidents or unauthorised users. 

18.4. All conditions, terms, representations and warranties that are not expressly set out in these terms and conditions (or the documents referred to in them) are hereby expressly excluded. 

18.5. We do not exclude or limit in any way our liability: 

18.5.1. for death or personal injury caused by our negligence; 

18.5.2. under section 2(3) of the Consumer Protection Act 1987 

18.5.3. for fraud or fraudulent misrepresentation 

18.5.4. for any matter for which it would be illegal for us to exclude, or attempt to exclude, our liability. 

18.6. We will not be responsible for the following types of losses (in each case whether direct, indirect or consequential) and whether they are caused by our negligence or otherwise: 

18.6.1. loss of income or revenue. 

18.6.2. loss of business. 

18.6.3. loss of profits or contracts.

18.6.4. loss of anticipated savings. 

18.6.5. loss of goodwill. 

18.6.6. loss of software or data. 

18.6.7. wasted expenditure (such as pay per click advertising costs). 

18.6.8. wasted management or office time.

18.7. Subject to these terms and conditions, our maximum aggregate liability under or in connection with the performance or contemplated performance of the Contract, whether in contract, tort (including negligence) or otherwise, shall in no circumstances exceed 100% of the price you have paid to us for the Services during the 12 months preceding the event giving rise to the liability in question. 

18.8. You are advised to acquire business interruption insurance, or other appropriate insurance, to protect you and your business in the event of interruption of the Services (in particular the Hosting Service). 

18.9. Where you buy any product or service from a third party seller through following a link on our website to such third party’s website, the seller’s individual liability will be set out in the seller’s terms and conditions. You should consult such terms and conditions. 

19.1. The part of the Contract relating to our Domain Registration and Renewal Service will commence on the date we send you our Acceptance Confirmation. It will continue until: 

19.1.1. we have registered the domain name you have requested (the “Domain Name”) and you subsequently ask us not to renew the registration of your Domain Name

19.1.2. we terminate the supply of our Domain Registration and Renewal Service by notice to you because: 

19.1.2.1. the Domain Name is no longer available for registration 

19.1.2.2. you are in breach of the terms and conditions herewith 

19.1.2.3. of some other reason preventing the registration of the Domain Name. 

19.2. If we terminate the Domain Registration and Renewal Service under the clauses of this agreement, we will refund the price you have paid for the Domain Registration and Renewal Service to the credit card, debit card or other account you used to make the payment. 

19.3. That part of the Contract relating to Services other than our Domain Registration and Renewal Service will commence on the date we send you our Acceptance Confirmation. Unless such Services are terminated as provided for in this clause they shall continue for the minimum period of time that applies to the Service you have purchased (“Minimum Term”). After expiry of the Minimum Term, they will continue on a month to month basis until terminated: 

19.3.1. by you, as a Consumer, informing us of your decision to cancel the Contract by a clear statement. This should be via online support ticket or support live chat; 

19.3.2. by you, as a Business customer, informing us of your decision to cancel the Contract. This should be via online support ticket or support live chat 

19.3.3. by us giving to you at least 30 days advanced notice in writing sent to the then current email address registered against your account 

19.3.4. by exercising your right as a Consumer, to cancel the Contract(s) within the “cooling off period” i.e. within 14 days of purchase. 

19.3.5. To meet the cancellation deadline, it is sufficient for you to send your communication concerning your exercise of the right to cancel before the cancellation period has expired. We request that you do this at least two working days before the cancellation date. Please note that the Cooling Off period only applies to Consumers, not Business Customers. 

19.4. As part of our cancellation process, you must re-confirm your cancellation request via our support ticket system or support live chat system or we will continue to supply the relevant Services and your cancellation will be ineffective. You cannot cancel any of your Services by letter, email or telephone. 

19.5. The monthly price for Services we supply under Contracts that continue on a month to month basis shall be charged monthly in advance directly to a credit card, debit card, paperless direct debit or other payment method registered against your account. Such payment will be taken on the same date of the month (or if no such date occurs then on the last day of the month) as on which the Services had originally commenced (“Payment Date”) unless or until you cancel the Services in accordance with these terms and conditions. 

19.6. We will not provide you with a refund for a cancellation that is part-way through a billing period. 

19.7. Without prejudice to any other right to terminate or suspend the Services we may have under these terms and conditions, our Terms of Website Use or our Acceptable Use Policy we may terminate the Contract at any time by giving you 30 days’ advance notice by emailing you at the email address registered against your account. 

19.8. If we cancel the Services, we will refund to you the price you have paid for the Services on a pro-rata basis for the unexpired Minimum Term 

19.9. Notwithstanding anything to the contrary in these terms and conditions, if you are in breach of an obligation of these terms and conditions we may terminate the Contract by 7 days’ notice to you. 

19.10. Expiry or termination of the Contract shall be without prejudice to any rights and liability of either of us arising in any way under that Contract as at the date of expiry or termination. 

20.1. If you cancel your Services, any data we hold or host in relation to the Services you have cancelled will be immediately and permanently deleted from our system. 

26.1. If we fail, at any time during the Contract, to insist upon strict performance of any of your obligations under the Contract or any of these terms and conditions, or if we fail to exercise any of the rights or remedies to which we are entitled under the Contract, this shall not constitute a waiver of such rights or remedies and shall not relieve you from compliance with such obligations. 

26.2. A waiver by us of any default shall not constitute a waiver of any subsequent default. 

26.3. No waiver by us of any of these terms and conditions shall be effective unless it is expressly stated to be a waiver and is communicated to you in writing. 

27.1. If any of these terms and conditions or any provisions of the Contract are determined by any competent authority to be invalid, unlawful or unenforceable to any extent, such term, condition or provision will to that extent be severed from the remaining terms, conditions and provisions which will continue to be valid to the fullest extent permitted by law. 

28.1. These terms and conditions and any document expressly referred to in them represent the entire agreement between us both in relation to the subject matter of any Contract and supersede any prior agreement, understanding or arrangement between us, whether oral or in writing. 

28.2. We each acknowledge that, in entering into the Contract, neither of us has relied on any representation, undertaking or promise given by the other or be implied from anything said or written in negotiations between us prior to such Contract except as expressly stated in these terms and conditions. 

28.3. Neither of us shall have any remedy in respect of any untrue statement made by the other, whether orally or in writing, prior to the date of any Contract (unless such untrue statement was made fraudulently) and the other party’s only remedy shall be for breach of contract as provided in these terms and conditions. 

29.1. We have the right to revise and amend these terms and conditions from time to time. 

29.2. You will be subject to the policies and terms and conditions in force at the time that you order services from us, unless any change to those policies or these terms and conditions is required to be made by law or governmental authority (in which case it will apply to orders previously placed by you). 

29.3. No variation of these terms and conditions shall be valid unless it is in writing and signed on our behalf. 

1.1 In these Conditions the following terms shall have the following meanings: -

“Additional Charges” means Charges which may be made (in addition to the Annual Support Charge) for additional services supplied pursuant to condition 6.3.3;

“Annual Support Charge” means the support charge for the Maintenance Services as set out on the Order Form save where, and to the extent that, any Promotional Terms apply;

“Anti-Bribery Laws” means any and all statutes, statutory instruments, bye-laws, orders, directives, treaties, decrees and laws which relate to the anti-bribery and/or anti-corruption, including the Bribery Act;

“Bribery Act” means the Bribery Act 2010;

“Broadband Acceptable Use Policy” means the Company's acceptable use policy, the current version of which is available at www.deployablesolutions.co.uk (or at such other URL as is notified to the Customer by the Company from time to time);

“Business Day” means any and all days between Monday and Friday in any week but excluding English bank holidays or public holidays;

“Call Commissions” means such sums payable by the Company to the Customer in accordance with condition 8.2.6;

“Carrier” means the relevant third-party public telecommunications operator or third party network service provider;

“Charges” means the charges payable by the Customer for Services; “Code” means any code of practice for premium rate services published by PhonepayPlus (or equivalent) from time to time;

“Commencement Date” means the commencement date for the Minimum Term of the Maintenance Services (where applicable) being the date of Delivery of the relevant Equipment or such other date as specified on the Order Form or as otherwise agreed in writing between the parties;

“Company” meansDeployable Solutions Limited of The Portsmouth Guildhall, Guildhall Square, Portsmouth, United Kingdom, PO12AB. Registered in England & Wales, Company number: 13521378 and the expression “Company” includes the Company's assigns;

“Connection Date” means the date when the Carrier having received the relevant information from the Company is in a position to and has agreed to commence provision of the Fixed Network Services to the Customer;

“Contract” means the agreement between the Customer and the Company for the provision of the Equipment and/or Services (or any of them) incorporating these Conditions, the Order Form and any other Service Specific Conditions and/or Promotional Terms incorporated into the Contract in accordance with condition 2.1;

"Contractor" means any person who, on or prior to the commencement of the Contract (and/or the transfer of such services to the Company), supplied services to the Customer which were the same as or similar to those provided or to be provided by the Company to the Customer under that Contract;

“Customer” means the person, firm or company specified on the Order Form and any other person appearing to act within that person's, firm's, or company's authority and includes where relevant the Customer's permitted assigns;

“Delivery” means the point that the Equipment arrives at the Customer's Sites before (where applicable) the unloading of Equipment from the delivery vehicle and `Delivered' shall be construed accordingly;

“Emergency Call” means a Call to 999 or 112 and any other number associated with UK emergency services;

"Employee" means any employee, former employee, consultant, former consultant, contractor, former contractor, agent or former agent of the Customer or any Contractor or Subcontractor;

"Employment Regulations" means any laws in any country in the world implementing the provisions of EC Directives No. 77/187 dated 14 February 1977, 2001/23 dated 12 March 2001 or equivalent or similar regulations that protect the rights of employees on a transfer of a business or undertaking or any laws providing for the automatic transfer of employees on transfer of the whole or part of an undertaking, business or service provision change, including in the United Kingdom the Transfer of Undertakings (Protection of Employment) Regulations 2006 as amended or replaced from time to time;

“End User Service” means such entertainment, live or recorded information or other service (including, but not limited to, Premium Rate Services) made available by the Customer from time to time for itself or any Information Provider;

“Equipment” means the equipment and/or software related products to be supplied under the Contract as set out on the Order Form (and also has extended meanings under condition 5.4.2 and condition 6 in the case of and for the purposes of those conditions only);

“Fixed Network Services” means the network services more particularly detailed on the Order Form (as modified or substituted by the Company from time to time) to be provided hereunder by the Company to the Customer;

“General Conditions” means the general conditions of entitlement set by OFCOM, in accordance with section 45 of the Communications Act 2003, as may be amended, modified or replaced from time to time;

“Group” means together a person, its Parent Undertakings, its Subsidiary Undertakings and the Subsidiary Undertakings of any of its Parent Undertakings from time to time;

“Information” means information or other content which is made available to callers and which represents the subject matter of a Premium Rate Service in whole or in part;

“Information Provider” means any organisation or person providing Information or with whom the Customer contracts in respect of the provision of Premium Rate Services;

“Installation” means the physical installation of Equipment at the Customer's Sites; “Installation Services” means services relating to the supply and Installation of Equipment (where applicable);

"Maintenance Services" means the maintenance services more particularly detailed on the Order Form (as modified or substituted from time to time) to be provided hereunder by the Company to the Customer;

“Minimum Term” means the minimum contract period applying to each of the Services commencing on the Commencement Date for Maintenance Services or the Connection Date with regard to Fixed Network Services (as the case may be) and expiring on the day at the end of the minimum period set out on the Order Form;

“Monthly Minimum Call Spend” means the minimum monthly sum of money as set out on the Order Form that will be spent by the Customer on call charges commencing on the Connection Date;

“Non-Geographic Service” means any service comprising a non-geographic Number and/or Company Number and inbound calls to the relevant number;

“Normal Working Hours” means 9.00am to 5.00pm on any Business Day;

“Number” means either (i) such telephone number from within a national number group range (used by the Customer in connection with an End User Service) as may be allocated by the Company to the Customer from time to time (“Company Number”) or (ii) such telephone number not being a Company Number from within a national number group range (used by the Customer in connection with an End User Service) and as may be programmed by the Company for the purposes of making available a Fixed Network Service in respect of such telephone number;

“OFCOM” means the Office of Communications and/or any successor body;

“Order Form” means the order form (or online ordering system) to which these Conditions are attached, or which is expressed to be subject to these Conditions which sets out the details of the order, including (without limitation) the Customer's details and the Equipment and/or Services to be supplied under the Contract, and constitutes the Customer's order;

“Parent Undertaking” has the meaning given to it in section 1162 of the Companies Act 2006;

“Personal Data” has the meaning given to it in the Data Protection Act 1998; “PhonepayPlus” means the regulatory agency for Premium Rate Services or any similar body which may be appointed in addition to or in substitution of PhonepayPlus by any competent authority;

“Premium Rate Service” means any service comprising live or recorded telephone information and/or entertainment and/or similar services which are charged at a premium and which are defined as such in the Code;

“Price” means the price payable by the Customer for the Equipment and Installation Services (where applicable);

"Promotional Terms" means any additional terms which are to apply in relation to the charges payable by the Customer under the Contract (for any particular goods or services to be provided thereunder) and which may be specified on the Order Form and/or notified by the Company in writing to the Customer in relation to the relevant goods and/or services, at the time the relevant Order Form was submitted;

"Relevant Laws" means any statute, regulation, bylaw, ordinance or subordinate legislation which is in force for the time being to which a party is subject; the common law as applicable to the parties (or any one of them); any binding court order, judgment or decree applicable to the parties (or any one of them); and any applicable industry code, policy, guidance, standard or accreditation terms (i) enforceable by law which is in force for the time being, and/or (ii) stipulated by any regulatory authority to which a party is subject, in each case, for the time being;

“Services” means any of the services supplied by the Company including, without limitation, the Installation Services, the Fixed Network Services and the Maintenance Services (as applicable);

“Service Specific Conditions” means any additional terms and conditions which are to apply to the Contract as specified on the Order Form or these Conditions in respect of specific Services, for example (and without limitation) the Broadband Acceptable Use Policy;

“Site” means a place of business at which the Services and/or Equipment are to be provided as specified on the Order Form;

“Small Business Customer” means a Customer who has been identified on the Order Form as being a Customer who: (i) is not a communications provider; and (ii) has 10 or less workers (whether as employees or volunteers or otherwise);

“Special Entry” means any additional entry to the appropriate phone book requested by the Customer in addition to the regular information published about the Customer in any phone book issued by or on behalf of British Telecommunications plc;

“Subcontractor” means any subcontractor of a Contractor;

“Subsidiary Undertaking” has the meaning given to it in section 1162 of the Companies Act 2006;

“Tariff” means the Company's tariff for each of the Services which is set out at www.deployablesolutions.co.uk or at such other URL as is notified to the Customer by the Company from time to time; and

“User Instructions” has the meaning given to it in condition 6.5.2.

2.1 The Order Form constitutes the Customer's offer to the Company to purchase the relevant Equipment and/or Services on and subject to the terms of the Order Form, these Conditions, any other Service Specific Conditions and/or Promotional Terms referred to as being applicable. Once such offer is accepted by an authorised representative of the Company signing the Order Form, a Contract shall come into effect. The details recorded on the Order Form, together with these Conditions and any other Service Specific Conditions and/or Promotional Terms referred to as being applicable to the relevant Contract, shall be the exclusive terms and conditions of the Contract between the parties (to the fullest extent permitted by law) and any such Contract shall be conditional upon the credit status of the Customer being to the satisfaction of the Company (in its sole and absolute discretion) and, in respect of a Contract which provides for the supply of:

2.1.1 Equipment and/or Installation Services, (without limitation) the condition in condition 4.1.1 being met; and/or

2.1.2 Fixed Network Services, (without limitation) the conditions in condition 5.2.1 being met; and/or

2.1.3 Maintenance Services, (without limitation) the condition in condition 6.1.1 being met.

2.2 All quotations, estimates and tenders are given and contracts are made by the Company subject to and only upon these Conditions which cannot be varied unless agreed in writing by the Company and these Conditions supersede and override all other terms and conditions appearing elsewhere including (without limitation) any terms and conditions of the Customer referred to on any website or which the Customer may purport to apply under any purchase order or acknowledgement of delivery or similar document; and/or established between the Company and the Customer by course of dealing.

2.3 In the event of a conflict between these Conditions and any Service Specific Conditions, the Service Specific Conditions will prevail in respect of the relevant Service. In the event of a conflict between these Conditions, any Service Specific Conditions and the Order Form, the Order Form will prevail in respect of the relevant Service. In the event of any conflict between these Conditions and the Order Form in relation to any Equipment, the Order Form shall prevail. In the event of any conflict between (in relation only to the relevant Equipment and/or Services, the pricing of which is the subject of any applicable Promotional Terms) the Promotional Terms and any of either these Conditions, the Order Form and/or the Service Specific Conditions, the Promotional Terms shall prevail (but only in so far as they relate to the amount which is payable by the Customer in respect of the relevant Equipment and/or Services (and, for the avoidance of any doubt, the fact that the Promotional Terms are silent on a particular matter whereas any of these Conditions, the Order Form and/or the Service Specific Conditions make provision for the same, shall not be deemed to give rise to a conflict).

2.4 Any illustrations, samples or descriptive material provided by the Company, including drawings, specifications of weight, capacity or dimensions and particulars of shade shall not form part of the Contract but shall be treated as approximate only unless specifically stated otherwise. Any savings quoted are estimates and illustrative only. All documents containing such illustrative or descriptive material (as well as the copyright therein) shall remain the exclusive property of the Company and must not be copied or loaned or transferred by the Customer. The Customer acknowledges and agrees that in entering into the Contract, it has not relied on any such illustrations, samples or descriptive material.

2.5 No variation of the terms of the Contract however notified (save with regard to the manuscript details on the Order Form including, where initialed by both parties, manuscript amendments to the type face, as such details may be inputted by authorised staff of the Company) will be accepted by the Company unless authorised by notice in writing by a Director of the Company.

2.6 Each order for Equipment and/or Services (except in the case of Installation Services which will form part of the contract for the supply of Equipment) shall (for the purposes of this condition 2.6) be deemed (subject to condition 2.1) a separate Contract (whether or not included on the same Order Form) to the effect that any delay or failure to supply Equipment and/or Services shall not entitle the Customer (to the extent that any such entitlement exists) to terminate the Contract for other Equipment and/or Services or any other contract entered into under these Conditions.

2.7 Any undertaking by the Customer not to do any act or thing shall be deemed to include an undertaking that the Customer shall procure that any user of the Services and/or Equipment including (without limitation) any of the Customer's employees, agents or contractor, shall not do such act or thing.

2.8 The Customer warrants and undertakes to the Company that it is entering into the Contract for the purposes of its trade, business and/or profession.

3.1 The Customer shall be responsible for providing the Company with all information relevant to the supply of the Equipment and the provision of Services (as the case may be) within sufficient time to enable the Company to duly perform the Contract.

3.2 Without limitation to the generality of condition 3.1, the Customer shall be responsible for ensuring that the details set out on the Order Form and any drawings, sketches, specifications, descriptions or other instructions supplied by the Customer or any agent or representative of the Customer in connection with the supply of any Equipment or the supply of any Services (as the case may be) by the Company are accurate and fully describe the Customer's requirements and the Customer shall be liable in respect of any liability, loss, injury, damage, demand, claim, cost charge or expense which may be incurred or sustained by the Company by reason of or arising directly or indirectly out of or in respect of any inaccuracy in respect of any such drawings, sketches, specifications, descriptions or other instructions in relation thereto, or where the compliance with any such any drawings, sketches, specifications, descriptions or other instructions by the Company constitutes the infringement of the intellectual property or other rights of another person.

In the event that the section related to Equipment is completed on the relevant Order Form, this condition 4 shall apply to the Contract.

4.1 DELIVERY

4.1.1 Any Contract including the provision of Equipment and/or Installation Services based on an order which is accepted by the Company pursuant to condition 2.1 is, until the delivery of the applicable Equipment, conditional upon the availability of the relevant Equipment and the Company providing confirmation by email to the Customer that the terms stated on the Order Form of the applicable Contract for Equipment and/or Installation Services do not contain any errors or omissions. In consideration of payment of the Price pursuant to condition 9.1 the Company shall (subject to condition 4.3.2) supply the Equipment, and shall take reasonable steps to deliver the Equipment and where applicable supply the Installation Services using reasonable skill and care within an estimated period for delivery, such period shall (unless otherwise specified) commence from the date of receipt by the Company of all instructions and information for the execution of the Contract, but such time is not guaranteed nor deemed to be of the essence of the Contract.

4.1.2 Without prejudice to the generality of condition 3, the Customer shall be responsible for providing the Company with any necessary instructions for delivery of the Equipment within a reasonable period prior to the estimated delivery date advised by the Company to the Customer.

4.1.3 If the Customer fails to take delivery of the Equipment or if by reason of instructions or lack of instructions from the Customer the delivery of any Equipment in accordance with the Contract is delayed for more than twenty-eight days after the Company has given notice in writing to the Customer that the Equipment is ready for delivery the Equipment shall be deemed to have been Delivered in accordance with the Contract and thereafter the Equipment shall be deemed to be at the risk of the Customer. The Customer shall pay to the Company the reasonable costs of storing, protecting and preserving such Equipment after the expiry of such period of twenty-eight days.

4.1.4 If the Contract provides for Delivery by installments, any delay in the Delivery of any installment shall not entitle the Customer to treat the Contract as at an end or to reject any other installment.

4.1.5 If by reason of refusal or delay of delivery or installation the Equipment shall be deemed to have been Delivered in accordance with condition 4.1.3 then payment shall be made by the Customer to the Company of the balance of the Price within seven days of such deemed delivery date.

4.2 CONNECTION

4.2.1 The responsibility for the cost of connection to the public switch telecommunications network and/or the provision of additional lines to the public telephone system lies with the Customer.

4.2.2 The Customer shall ensure that a suitable earthed mains electricity supply of 240volts ac conforming to the Institution of Engineering and Technology's IEE Wiring Regulations in force at the date of Delivery is available for each piece of Equipment within 3 metres of such pieces of Equipment.

4.2.3 The Customer shall prepare the Site(s) (at its own cost) in accordance with the Company's instructions so that any necessary Equipment can be installed.

4.3 PROPERTY AND RISK

4.3.1 The Equipment shall be at the Customer's risk from the moment of Delivery or deemed Delivery (as described in condition 4.1.3) whether or not property in the Equipment has passed or payment or part payment made therefore, and from that moment of Delivery or deemed Delivery (as described in condition 4.1.3) the Customer shall be responsible for insuring the Equipment.

4.3.2 Notwithstanding Delivery and the passing of risk, the property and the legal and beneficial title in the Equipment supplied under the Contract shall not pass to the Customer until the Company has received in cash or cleared funds payment in full of all sums due for the Equipment and Installation Services (where applicable) and all other equipment and/or services agreed to be sold by the Company to the Customer for which payment is then due. Where the Customer is paying monthly for a service that includes Equipment, the Equipment shall remain the property of the Company throughout and beyond the initial term of the contract unless specifically stated otherwise on the Order Form.

4.3.3 Until such time as the property in the Equipment has passed to the Customer, the Customer shall hold such Equipment as the Company's fiduciary agent and bailee, and keep such Equipment properly stored, protected and insured and identified as being the Company's property until title passes.

4.3.4 Until such time as the property in the Equipment passes to the Customer the Company shall be entitled at any time to require the Customer (at the Customer's cost) to deliver up the Equipment to the Company at its nominated location and, if the Customer fails to do so forthwith, to enter upon any premises of the Customer or any third party where the Equipment is stored and remove and repossess such Equipment.

4.3.5 The Customer shall not, without the written consent of the Company, be entitled to pledge or in any way charge by way of security for any indebtedness, or alter or modify, any Equipment which remains the property of the Company, but if the Customer does so all monies owing by the Customer to the Company shall (without prejudice to any right or remedy of the Company) forthwith become due and payable. The Customer shall ensure that any Equipment provided by the Company which remains the property of the Company shall remain identifiable and shall be kept free from any loss, damage, and/or deterioration and insured against all risks for its full reinstatement value.

.4 LIABILITY FOR REPLACEMENT OR REPAIR

4.4.1 Subject to the following sub-conditions of this condition 4.4, the Company shall, for a period of twelve months from the date of Delivery or Installation (where applicable) whichever is the later event, at its option and without cost to the Customer either repair or replace any defective Equipment to make good any defect which shall be proved to the satisfaction of the Company to be the result of faulty design, materials or manufacture or Installation (only where the Company has supplied Installation Services in respect of the defective Equipment under the Contract) provided that the Company shall have no liability for any such defects unless the Customer notifies the Company, within three Business Days from Delivery or Installation (where applicable) whichever is the later event, of any defect arising prior to and/or on Delivery or Installation (as the case may be) and (subject to condition 4.4.2) within twenty four hours of any latent defect arising within such twelve month period.

4.4.2 Where the Customer enters into an agreement for maintenance of the Equipment with a third party, the Company's liability for repair, replacement, and renewal under the Contract shall be transferred to the relevant third party maintenance provider on Delivery, subject only to the Company's relevant liability in respect of defects arising on or before Delivery of the Equipment provided that the Customer notifies the Company within three Business Days of Delivery in accordance with condition 4.4.1.

4.4.3 Where the Company is to supply Maintenance Services in respect of the relevant Equipment under the Contract, condition 6 shall apply and in the event of any conflict between this condition 4.4 and condition 6, the provisions in condition 6 shall prevail.

4.4.4 The liability of the Company shall apply only to defects that appear under proper use and under conditions of operation not more onerous than those declared to the Company by the Customer prior to entering into the Contract, and in particular shall not apply to defects which arise from the neglect, misuse, or faulty maintenance of the Customer or any of its other contractors, or from alterations carried out without the prior written consent of the Company or from repairs carried out improperly by the Customer or its servants or agents or arising from normal wear and tear.

4.4.5 Any repaired or new parts provided by the Company under this condition 4 will be delivered by the Company to the Customer free of charge. Any Equipment (or part) which has been returned to the Company and replaced by the Company shall become the property of the Company.

4.4.6 The Company reserves the right to charge on a quantum meruit basis for the costs of repairs and/or call-outs where the damage has resulted from misuse or unauthorised repair or alteration of the Equipment by the Customer or any third party, or from normal wear and tear.

4.4.7 Neither acknowledgement of receipt nor investigation by the Company of any claim hereunder or consent given hereunder shall constitute or imply admission by the Company of any liability in respect of such claim.

4.4.8 Save where the Customer has purchased Maintenance Services in respect of the relevant Equipment (in which case condition 6 shall apply) the Customer acknowledges and agrees that, subject to condition 11.5, the rights and remedies provided to the Customer (in connection with any defect in the Equipment resulting from faulty design, materials or manufacture or Installation) under this condition 4.4 shall be the Customer's sole and exclusive remedies in respect of any defect in the Equipment resulting from faulty design, materials or manufacture or installation.

4.5 TRADE MARKS AND BRANDING

4.5.1 NOT USED

4.5.2 The Customer shall ensure that no Marks affixed to the Equipment are removed or defaced at any time.

In the event that the section(s) relating to Fixed Network Services is completed on the relevant Order Form, this condition 5 shall apply to the Contract.

5.1 DURATION. Subject to earlier termination under condition 13 or as otherwise stated in this condition 5:

5.1.1 The Fixed Network Services will commence on the Connection Date and continue for the Minimum Term as set out on the Order Form.

5.1.2 Unless the Customer terminates the Contract in accordance with condition 5.1.3 or the Customer is a Small Business Customer (in which case see condition 5.1.4) then, upon the expiry of the Minimum Term, or any anniversary of that date thereafter, the Contract will renew automatically for further periods of three months.

5.1.3 Unless the Customer is a Small Business Customer (in which case see condition 5.1.4), the Customer may terminate the Contract by giving ninety days' notice in writing to the Company, such notice to become effective no earlier than the expiry of the Minimum Term or upon each anniversary of such date thereafter (as applicable) where the Contract has renewed automatically pursuant to condition 5.1.2.

5.1.4 Where the Customer is a Small Business Customer, the Customer may terminate the Contract by giving ninety days' notice in writing to the Company, such notice to become effective no earlier than the expiry of the Minimum Term.

5.2 SUPPLY OF FIXED NETWORK SERVICES

5.2.1 Any Contract for Fixed Network Services based on an order which is accepted by the Company pursuant to condition 2.1 is (prior to the Connection Date) conditional on the following: (a) the Company carrying out a survey which reveals to the Company's satisfaction that it is possible for the Company to supply the Fixed Network Services and that any details or information used by the Company to determine the Charges applicable or any other terms of the Contract, whether supplied by the Customer or otherwise, are accurate and not misleading. The Charges may change depending on the results of such survey (including, without limit, where there are excess construction charges associated with a Site); (b) that the relevant Fixed Network Services can be provided, and the Company makes no warranty that the Fixed Network Services can be provided until lines have been installed and are operational; and (c) the provision by the Company of confirmation by email to the Customer that the terms stated on the Order Form of the applicable Contract for Fixed Network Services do not contain any errors or omissions.

5.2.2 The Company undertakes to use reasonable endeavours to supply the Fixed Network Services to the Customer and to provide the Fixed Network Services with reasonable skill and care as and from the Connection Date subject to these Conditions. The Customer acknowledges that the Fixed Network Services cannot be guaranteed to be fault free and the Company does not warrant error free or uninterrupted use of the Fixed Network Services. Notwithstanding any other provision of these Conditions, the Company shall not be liable to the Customer in contract, tort (including, but not limited to, negligence), or otherwise for any acts or omissions of Carriers which affect or otherwise impact the Fixed Network Services.

5.2.3 Subject to the continuing supply of the service by the relevant Carrier, in the event of a fault occurring in the Fixed Network Services the Company will use reasonable endeavours to rectify the fault as soon as practicable.

5.2.4 Except where stated on an Order Form, the broadband element (if any) of any Fixed Network Services does not include the provision of any modems or other equipment that the Company may supply to the Customer under a separate contract.

5.2.5 The Customer acknowledges that the speed of any broadband element (if any) of the Fixed Network Services depends on a number of factors including, but not limited to, distance from the exchange, local availability and line test. The Company gives no warranty or guarantee that the Customer's line(s) will produce top speeds of up to the maximum speed advertised, (as the final speed is governed by factors that are beyond the Company's reasonable control).

5.2.6 The Customer warrants, represents and undertakes that it is the owner of, or that it is authorised by the owner of, (and has the right to use) any trade mark or name that the Customer wishes to use as or in its registered domain name (or any of them) (“Domain Names”) and/or as part of the Customer's uniform resource locator (“URL”).

5.2.7 If the Company undertakes Domain Names and/or URL registration on behalf of the Customer, the Customer will reimburse the Company for any registration fees paid by the Company to the relevant internet registration authorities. The Company does not guarantee that any Domain Names or URL requested by the Customer will be available.

5.2.8 The Company may require the Customer to select replacement Domain Names or URL and may either refuse to provide or may suspend the Services if the Company reasonably believes that the Domain Names or URL is, or is likely to be, offensive, abusive, defamatory or obscene or infringe the rights of a third party.

5.3 SUPPLY OF TELEPHONE NUMBERS

5.3.1 The Customer hereby acknowledges and accepts that OFCOM has the power to withdraw an allocation of telephone numbers and the Carrier may withdraw an allocation of telephone numbers to the Company and that therefore any new telephone numbers provided to the Customer under the Contract, prior to their connection, cannot be guaranteed as available and therefore the Company shall not be liable for any costs incurred by the Customer in the use of any such telephone number (including, without limitation, in the advertising of such telephone number) which is withdrawn by the OFCOM and/ or the relevant Carrier prior to connection (save where and to the extent that such withdrawal is the fault of the Company).

5.3.2 Without prejudice to any rights the Customer may have to port a number allocated to it, the Customer acknowledges it does not own or have any right to sell any number provided to it by the Company. Where the Customer has a number from a national numbering plan, the charges for porting such number shall be as set out in the Tariff.

5.4. USE OF THE FIXED NETWORK SERVICES

5.4.1 The Customer shall be responsible for the safe custody and safe use by it of the Fixed Network Services and without prejudice to the generality of the foregoing the Customer agrees and undertakes:

(a) to use the Fixed Network Services in accordance with such additional Conditions as may be notified to it in accordance with condition 17 from time to time;

(b) not to cause any attachments, other than those that meet the appropriate essential requirements of regulation 4 of the Radio Equipment and Telecommunications Terminal Equipment Regulations 2000 (as from time to time amended) and any other requirements under the General Conditions and all other Relevant Laws, to be connected to the Fixed Network Services and the Company shall not be under any obligation to connect or keep connected any Customer apparatus if it does not so conform or if in the reasonable opinion of the Company it is liable to cause death, personal injury or damage or to impair the quality of the Fixed Network Service;

(c) not to contravene the General Conditions or any other relevant regulations or licences granted thereunder and otherwise not to contravene, and not by any act or omission, cause the Company to contravene, any Relevant Laws or General Conditions;

(d) not to use the Fixed Network Service as a means of communication for a purpose other than that for which the Fixed Network Service is provided and as may be set out in any relevant literature supplied by the Company from time to time;

(e) not to use the Fixed Network Service to make, provide, communicate, deliver, knowingly receive, upload, download, use or re-use any material or information which is intended to be a hoax call to emergency services or is of a defamatory, offensive, abusive, indecent, obscene or menacing character, or which does or is intended to cause annoyance, nuisance inconvenience or worry to any person or which in the Company's opinion brings the Company's name into disrepute or which in any way causes damage to or disruption to the Fixed Network Services;

(f) not to use dialers or any system or apparatus that would unnaturally inflate the level of outbound traffic beyond that considered by Deployable Solutions Limited to be normal usage. The Customer accepts that if in Deployable Solutions Limited sole opinion the Customer’s use of the system is affecting the performance of the network, other users, or the commercial viability of Deployable Solutions Limited unlimited model, we reserve the right to limit or suspend a user’s access to the system;

(g) to maintain its telecommunications apparatus at all times during the period of the Contract in good working order and in conformity with any relevant regulatory standards or approvals and Relevant Laws for the item as from time to time applicable;

(h) to provide the Company with all such information as it reasonably requests relating to the Customer's telecommunications apparatus;

(i) to implement adequate control and security over the use of the Fixed Network Services provided to the Customer including but not limited to the prevention of viruses, worms, Trojan horses and/ or any calls generated by rogue dialers or hackers;

(j) not to use the Fixed Network Services in a way that breaches any Relevant Laws (including without limitation the Code or any guidelines, regulations or instructions of PhonepayPlus) or any licence applicable to the Customer or that is in any way unlawful or fraudulent; and

(k) not to send or procure the sending of any unsolicited advertising or promotional material.

5.4.2 Any equipment installed or provided by or on behalf of the Company for the purposes of providing the Fixed Network Service (excluding for the avoidance of doubt any Equipment purchased under a Contract by the Customer for which condition 4 applies) shall at all times remain the property of the Company and shall be returned to the Company forthwith upon request. Condition 4.3 shall apply to such equipment and for the purposes of this condition

5.4.2 only such equipment shall be deemed Equipment under those conditions. The Customer shall be liable to the Company for all losses, costs and expenses incurred by the Company for the recovery, replacement or repair of such equipment (save to the extent that the same is caused by the fault of the Company).

5.4.3 Unless stated otherwise on the Order Form, if the Customer takes a line rental from the Company, the Customer is also committed to using the Company for calls over that line. Should the Customer (during the applicable Minimum Term) use an alternative carrier for calls once the Contract for the provision of the telephone line has commenced, or prevent the Company from carrying calls in any monthly period so that the call charges are significantly reduced in comparison to the Customer's previous average invoicing profile, the Customer agrees that the Company may charge the Customer the differential between the average monthly spend on calls prior to such commencement or prevention and the subsequent monthly spend on calls (if any).

5.4.5 The Company does not warrant or guarantee the accuracy or completeness of any of the information, sound, video, software and/or any other materials (in whatever form) which may be accessible by the Customer from any other person once it has the Fixed Network Services (the “Content”) or any further information or results which may be derived from it. The Customer acknowledges that, the Content is outside the control of the Company and the Customer will not rely on any Content in making any business or other decision and that the Customer uses of the Content is at its sole risk.

5.4.6 The Customer acknowledges that the Content may be protected by copyright, trademark and other intellectual property rights, as applicable. The Customer will not and will not permit anyone else to copy, store, modify, distribute externally, broadcast or publish any part of the Content, and the Content may only be used for the Customer's own purposes.

5.4.7 The Customer is entirely responsible for evaluating any goods or services offered by third parties via the Services or on the internet. The Company will not be a party to or in any way be held responsible to the Customer for any transaction between the Customer and third parties.

5.4.8 The Customer warrants, represents and undertakes that any information the Customer makes available on their website, both the Customer's (“Customer Information”) or that of a third party (“Third Party Content”) is and will remain wholly accurate and will not include any information or material, any part of which, or the accessing of which or use of which, would be a criminal offence or is otherwise unlawful.

5.4.9 The Customer also warrants, represents and undertakes that it will comply with all consumer and other legislation, instructions or guidelines issued by regulatory authorities and relevant licences which relate to the provision of the information on the Customer's website including those notified by the Company to the Customer.

5.4.11 The Customer acknowledges that the broadband element (if any) of the Fixed Network Services is provided to other users and the Company owes a duty to these users as a whole to preserve its network integrity and avoid network degradation. If, in the Company's reasonable opinion, the Company believes that the Customer's use of the Services has or may adversely affect such network integrity or may cause network degradation the Company may change the Customer's chosen access rate or manage the Customer's Services as the Company sees fit in the circumstances.

5.4.12 To prevent spam from entering and affecting the operation of the Company's systems and the Fixed Network Services, the Company may take any reasonable measures or actions necessary to block access to, or delivery of, any e-mail which appears to be of an unsolicited nature and / or part of a bulk e-mail transmission. The Company may also use virus screening technology that may result in the deletion or alteration of e-mail and or e-mail attachments. The Company gives no warranties whatsoever that such technology will be effective in any way, including (without limitation) against unsolicited emails or against any viruses, worms, Trojan horses or other programs or devices that are apparently intended to access and modify, delete or damage data file(s) or computer program(s).

5.4.13 To enable Customers to have a better understanding of what is and is not acceptable when using broadband products, and to help them get the best out of the internet, the Company has developed a Broadband Acceptable Use Policy relating to the broadband element of the Fixed Network Services. The Customer shall comply with the Broadband Acceptable Use Policy. The Company may change the Broadband Acceptable Use Policy at any time by publishing the changes on its website (www.deployablesolutions.co.uk) or at such other URL as is notified to the Customer by the Company from time to time) thirty days before the change is to take effect.

5.4.14 The Customer acknowledges that, in order to use the broadband element (if any) of the Fixed Network Services, the Customer needs an existing telephone line (if not provided under the Contract) and a personal computer (PC) of a minimum specification suitable for the application. The Customer is responsible for ensuring that compatible cables and extension leads are used to and from their telephone socket, modem and PC in order to use the Service.

5.4.15 In circumstances where the Customer receives only the broadband element of the Fixed Network Services from the Company, the Customer remains responsible to make payment to the Customer's fixed line telephony services provider for all rental charges relating to the Customer's relevant telephone line (together with any repair and maintenance charges (unless the relevant damage was caused by the Company's negligence)) and all call charges from the Customer's fixed line telephony service provider.

5.4.16 The Customer agrees that PhonepayPlus may monitor any End User Service at any time.

5.4.17 In respect of each End User Service which requires the approval of PhonepayPlus pursuant to any regulation or code of practice, the Customer shall, before such End User Service (or any change thereto) is made available to callers, submit to the Company written evidence of such approval.

5.4.18 The Customer will not misuse the Fixed Network Services in any way and will use all reasonable endeavours to ensure that the number of telephone calls made to the Number(s) do not significantly exceed the Customer's capability to answer such calls or cause congestion (the existence of congestion to be reasonably determined by the Company, taking into account normal levels of traffic on the network). Where the Company notifies the Customer of the occurrence of any such congestion or misuse, then the Customer shall immediately take all reasonable steps (which shall include, but not be limited to, arranging additional network capacity, adjusting the Customer's promotional activities or using call bureau, for the relevant period) to prevent such congestion and/or misuse continuing.

5.5 TRANSFER FROM THIRD PARTY SUPPLIERS

5.5.1 Where the transfer of lines and services from third party suppliers is selected by the Customer on the Order Form, then the provision of any and all relevant existing services supplied to the Customer by such third-party supplier will be automatically transferred to the Company and charged for in the Company's invoices in accordance with the Tariff.

5.5.2 The Customer hereby acknowledges and accepts that it is the Customer and not the Company who is liable for any charges (including without limitation any early termination charges) made by third party suppliers for any transfer of lines and services or otherwise, unless it is clearly identified and agreed in writing on the Order Form at the time of the Company formally accepting such Order Form that the Company will pay for specified charges.

5.5.3 If the Customer is migrating to the broadband element of the Fixed Network Services from a third-party provider of an alternative broadband service, the Customer will need to obtain a Migration Authorisation Code (“MAC”) from that service provider. This MAC will be valid for thirty days from the date of issue and can only be used once. It is the Customer's responsibility to obtain the MAC and to ensure that the Customer provides it to the Company in sufficient time to process the Customer's migration. The Company will not be responsible for any delay, costs, expenses, loss or damage arising through failure to connect the Customer to the broadband element of the Fixed Network Services as a result of the Customer's failure to provide the MAC as required by this condition.

5.6 SUSPENSION OF FIXED NETWORK SERVICES

5.6.1 Without prejudice to any other right of the Company to suspend or terminate the Services under these Conditions, the Company may at its sole discretion elect to suspend forthwith provision of the Fixed Network Services until further notice without further liability to the Customer having given the Customer reasonable notice either orally (confirming such notification in writing) or in writing in the event that:

(a) the Customer is in breach of a material term of these Conditions and/or the Contract and/or any other contract between the parties from time to time including but not limited to the Customer's failure to pay the Price and/or the Charges (or any of them) to the Company on the due date or to comply with the Broadband Acceptable Use Policy;

(b) the Company is obliged to comply with an order, instruction or request of the Government, an emergency services organisation or other competent administrative or regulatory authority (including without limit, OFCOM or PhonepayPlus);

(c) the Company has reasonable grounds to believe that the Fixed Network Services are being used fraudulently or unlawfully;

(d) any licence under which the Customer has the right to run its telecommunications system and/or connect to the Fixed Network Services is revoked, amended or otherwise ceases to be valid;

(e) the Company or any member of its Group is entitled to suspend and/or terminate provision of any other telecommunications service under the terms of any other agreement with the Customer; or

(f) any maintenance or repair is necessary or required to the relevant network or related systems or equipment (for the avoidance of doubt, in the event of emergency maintenance or repair, the Company shall not be required to give any advance notice)

5.6.2 The Customer shall reimburse to the Company all reasonable costs and expenses incurred by the implementation of a suspension pursuant to condition 5.6.1 and/or the recommencement of the provision of the Fixed Network Service as appropriate, save in the case of a suspension, pursuant to condition 5.6.1(b).

5.6.3 Without prejudice to any other right of termination under these Conditions, the Company may terminate the Contract for Fixed Network Services forthwith in the event that its right or the right of the relevant Carrier to provide the Fixed Network Services is withdrawn by any supplier to it or OFCOM pursuant to the General Conditions or otherwise.

5.6.4 On termination of the Contract for any reason the Customer shall have no further entitlement to receive any further Call Commissions and shall permit the disconnection of any Number from the Fixed Network Services.

5.7 VOICE OVER INTERNET PROTOCOL (VOIP) FIXED NETWORK SERVICES

5.7.1 Any Contract for VOIP services which results from an order accepted by the Company, pursuant to condition 2.1 is conditional on the Customer acknowledging and accepting that:

(a) the VOIP service may not offer all the features or resilience the Customer may expect from a conventional phone line; and

(b) the VOIP service may sometimes be limited, unavailable or disrupted due to events beyond the Company's control e.g. power disruptions, failures or the quality of any connection;

(c) wherever possible, alternative arrangements should be made by the Customer and a primary telephone line maintained;

(d) if the Customer uses the VOIP service to make Emergency Calls, the location information received by the emergency services will be limited to the installation address of the Site, which may not be the location from which the call originated; (e) Emergency Calls made using the VOIP service may fail if there is a power failure or connection failure;

(f) the ability for the Customer to make Emergency Calls cannot be guaranteed;

(g) it will not be possible to make Emergency Calls if the Company has suspended or interrupted the VOIP service for any reason;

(h) the Customer shall be required to provide/confirm his location when making a VoIP originated Emergency Call to enable the correct emergency organisation to respond; and

(i) a VoIP originated Emergency Call will not receive the same network priority at all points on the network as that which an Emergency Call made on a mobile network or on a circuit-switched fixed line will receive.

5.8 PUBLISHING OF CUSTOMER DETAILS

5.8.1 If applicable and unless the Customer requests that the Company does not do it, the Company will, as soon as is reasonably practical, publish the Customer's name address and the telephone number for the Fixed Network Service in the relevant phone book serving the Customer's area and make the said telephone number available from a directory enquiries service.

5.8.2 If the Customer requests a Special Entry to be placed in the relevant phone book issued by the Carrier it must inform the Company at the earliest available opportunity. Where the Company agrees to use its reasonable endeavours to register a Special Entry, the Customer may be required to pay an additional charge and sign a separate contract in respect of that entry.

5.9 DISPUTE RESOLUTION 5.9.1 The Company will attempt to resolve any dispute that the Customer may have with the Company. Any disputes must be notified by the Customer to the Company in accordance with the complaints procedures at www.deployablesolutions.co.uk (or at such other URL as is notified to the Customer by the Company from time to time). If the dispute cannot be resolved within 8 weeks of the Customer raising the dispute with the Company (pursuant to those procedures) then the Customer may refer the matter to: (a) Ombudsman Services Communication, via the website www.ombudsman-services.org/ or by telephone on 0330 440 1614 or 01925 430 049; or

(b) OFCOM, the communications regulator via the website www.ofcom.org.uk or by telephone on 0300 123 333 or 0207 981 3040.

5.9.2 Nothing in this condition 5.9 shall prevent the Customer or the Company from exercising any rights and remedies that may be available in respect of any breach of the provisions of the Contract.

6.1 To meet the Service Levels, Deployable Solutions Limited and/or any of Deployable Solutions Limited third party suppliers may require that the User be onsite and that remote access to the Phone Service, or Equipment or system be available to allow remote diagnostics and maintenance.

6.2 Deployable Solutions Limited shall achieve the following Service Levels:

Problems severely affecting the Phone Service, traffic, billing, and maintenance capabilities, which require immediate corrective action. Target response time is no greater than 1 hour for a notification via email. Target restoration time is less than 6 clock hours. Response and restoration of Severity 1 fault tickets will be undertaken on a 24/7/365 basis.

Problems that cause conditions that seriously affect system operation, features and functions, maintenance, and administration, which require immediate attention. The urgency is less than in critical situations because of a lesser effect on system performance. Target response time is no greater than 1 clock hour for a notification via email. Target restoration time is no greater than 12 Working Hours. Response and restoration of Severity 2 fault tickets will be undertaken during Working Hours.

Problems that do not significantly impair the functioning of the system and do not significantly affect the Phone Service. Target response time is no greater than 1 clock hour for a notification via email. Target restoration time is no greater than 36 Working Hours. Response and restoration of Severity 3 tickets will be during Working Hours.

This Severity is restricted to “How To.” Questions and therefore handled as non-service impacting. Target response time is no greater than 5 Working Days, during Working Hours.

6.3 SERVICE AVAILABILITY SERVICE LEVELS

6.3.1 Service availability Service Level are measured on a rolling 3 monthly basis.

6.3.2 The service availability Service Level for the Phone Services is 99.999%.

6.3.3 The service availability Service Level will be calculated as follows: (Total Minutes and Total Hours downtime, in a rolling 3 months)/(Total Minutes and Hours in a rolling 3 months) x 100,000

6.4 PHONE SERVICE CREDITS

6.4.1 Service Credits will only be payable against the service availability Service Level set out in paragraph 6.3 of this Schedule.

6.4.2 If Deployable Solutions Limited fails to meet the Service Levels during the relevant Service Measurement Period (for the avoidance of doubt this period is 1 calendar month and the 3-month rolling average referred to in paragraph 6.3.3 above shall not apply to the calculation of the Service Levels for the purpose of calculating the Service Credits). Service Credits will be allocated to the Reseller as detailed below:

6.4.3 Service Credits shall not be issued in connection with any failure to meet the Service Level, as reasonably determined by Deployable Solutions Limited that is attributable to:

a) reasons beyond its reasonable control, including, without limitation, reasons of Force Majeure, and actions or omissions of the Reseller and/or any User;

b) faults or omissions in equipment, wiring, cabling, software or other services which are not maintained or supplied by Deployable Solutions Limited;

c) the Reseller and/or User power related issues not caused by Deployable Solutions Limited;

d) any unauthorised acts or misuse of the Phone Service; or

e) a suspension of the Service in accordance with the Master Agreement and/or this Service.

6.4.4 Service Credits will be made by deduction from the Charges and shall only be payable if the Reseller notifies Deployable Solutions Limited in writing within 6 months of the failure giving rise to the Service Credits.

8. PRICE AND CHARGES

8.1 EQUIPMENT

8.1.1 Save where, and to the extent that, any Promotional Terms apply, the Price is as stated on the Order Form and is exclusive of VAT or any other tax or duty payable. The amount of such taxes or duties shall be added to the Price and shall be payable by the Customer in the same manner as the Price. Any invoices issued by the Company in respect of the Price shall, save in the case of manifest error, be final, conclusive and binding on the Customer.

8.1.2 Unless otherwise specified the Price is based on the assumption that the Delivery of the Equipment and (where applicable) Installation Services will be completed in one continuous visit to the site agreed with the Customer and accordingly the Company may at its discretion at any time increase the Price to take account of any additional costs to the Company (including but not limited to storage and delivery costs) by reason of Delivery and/or the Installation Services taking more than one visit.

8.2 FIXED NETWORK SERVICES

8.2.1 Save where, and to the extent that, any Promotional Terms apply, the Charges will be as detailed in the Tariff or unless, and as, stated on the Order Form.

8.2.2 The Company shall have the right to alter the Charges from time to time by contacting the customer directly or publishing changes to the Tariff at www.deployablesolutions.co.uk (or at such other URL as is notified to the Customer by the Company from time to time):

(a) at least thirty days prior to the change taking effect in the event of changes which may be of material detriment to the Customer; and

(b) as soon as is reasonably practical in the circumstances prior to the change taking effect, for all other changes, and if the Customer wishes to object to any proposed change which is of material detriment to the Customer, then the Customer must notify the Company in writing (addressed to Customer Services, Deployable Solutions Limited, of the The Portsmouth Guildhall, Guildhall Square, Portsmouth, United Kingdom, PO12AB) within thirty days of publication of the proposed change, otherwise the Customer will be deemed to have accepted the proposed change. For the avoidance of doubt, the service by the Company of any notice in accordance with condition 8.2.2(a) shall not constitute either acceptance of or an admission by the Company that any proposed change is of material detriment to the Customer, nor shall the service of notice by the Customer under this condition constitute or be deemed to constitute evidence that the relevant change is of material detriment to the Customer.

8.2.3 Usage charges payable shall be calculated by reference to data recorded or logged by the Company and not by reference to any data recorded or logged by the Customer. Any invoices issued by the Company in respect of the Charges for Fixed Network Services shall, save in the case of manifest error, be final, conclusive and binding on the Customer.

8.2.4 Line rental is payable from the Connection Date.

8.2.5 If the Customer has agreed to a Monthly Minimum Call Spend and at the end of any month, the Customer has not incurred the Monthly Minimum Call Spend, or if the Customer terminates the Contract in any way other than pursuant to condition 13, the Customer will be liable to pay to the Company, the difference between the Charges incurred during that month in relation to call spend and the Monthly Minimum Call Spend.

8.2.6 Call Commissions

(a) Subject to paragraphs (d) and (e) below, the Company will pay Call Commissions to the Customer in respect of calls to each applicable Premium Rate Service and/or other End User Service and/or Non-Geographic Service delivered to and received by a Number at the rate and in the amount set out on the Order Form or in the Tariff.

(b) Following the end of each calendar month, the Company will submit a statement to the Customer setting out the number and duration of all such calls delivered and received by the Customer in respect of Premium Rate Services and/or other End User Services and/or Non-Geographic Services. Following receipt of the statement the Customer shall submit an invoice to the Company in the amount shown as owing on the statement, or where agreed by the parties (as stated on the Order Form or otherwise), the Company shall implement a self- invoicing process on behalf of the Customer. The Company may set-off the Call Commission against any Charges or other amounts due to the Company. Where it is agreed the Company shall self-invoice, the Customer confirms that it shall not issue VAT invoices in respect of Call Commissions due to the fact the Company will be self-invoicing. For the avoidance of doubt, the Company shall not self-bill upon the cessation of the Customer's right to receive Call Commissions. The Customer undertakes to inform the Company promptly in writing in the event of any change, reissue or cancellation of its VAT number or a transfer of any part of the Customer's business as a going concern.

(c) All Call Commissions invoiced by either party hereunder are exclusive of VAT and shall be paid together with VAT at the appropriate rate. (d) The Company shall not pay Call Commissions in respect of any call which it reasonably believes may have originated outside the United Kingdom.

(e) Call Commission shall not be payable on invoice balances of £10 or less (or such other sum as notified to the Customer by the Company in writing from time to time). Invoice balances shall not roll over from one month to the next.

(f) The Customer's Call Commission is a function of the number and duration of inbound calls to the relevant telephone number which will vary from day to day. Any predicted amount of Call Commission by the Company shall be an estimate only and the Customer acknowledges it has placed no reliance upon such estimate.

8.2.7 Except as stated otherwise in the Tariff or on the Order Form, for the purpose of calculating call charges:

(a) all call charges will be rounded up to the next whole penny;

(b) all call durations will be rounded up to the next whole minute;

(c) all calls will be charged based on the time band within which the call commences (irrespective of whether the call ends in a different time band), such that calls commenced:

(i) 6:00am but before 6:00pm (Monday to Friday) will be charged at “Peak” call rates (as identified in the Tariff);

(ii) 6:00pm but before 6:00am (Monday to Friday) will be charged at “Off-Peak” call rates (as identified in the Tariff);

(iii) 6:00pm on a Friday but before 00:00am on a Saturday, will be charged at “Off-Peak” call rates (as identified in the Tariff);

(iv) 0:00pm on a Monday but before 6:00am on a Monday, will be charged at “Off-Peak” call rates (as identified in the Tariff); and

(v) 0:00am on a Saturday but before 0:00am on a Monday will be charged at “Weekend” call rates (as identified in the Tariff).

8.3 VALUE ADDED TAX All sums referred to under these Conditions, the Order Form, any Promotional Terms and any Service Specific Conditions are (unless otherwise stated) exclusive of Value Added Tax (VAT) and any taxes of a similar nature which may from time to time be introduced, which will be payable at the rates ruling at the date of the relevant invoice.

8.4 TEMPORARY SERVICES If the Customer orders a temporary Service, the Company may charge the Customer for any supplementary charges incurred, plus the line rental (if any) in advance for the whole period of the temporary Service. Other Charges as detailed in the Contract still apply as appropriate.

10.1 To enable the Company to fulfil its obligations under any Contract:

10.1.1 the Customer shall permit or procure permission for the Company and any other person(s) authorised by the Company to have reasonable access to the Customer's Sites, Equipment and any other relevant telephone system and other equipment and shall provide such reasonable assistance as the Company requests.

10.1.2 The Company will normally carry out work by appointment and during Normal Working Hours but may request the Customer to (and the Customer shall) provide access at other times. In the event that the Customer cancels, reschedules or misses any pre-arranged appointment, it shall be liable to the Company for any costs and expenses which the Company incurs as a result of such cancellation, rescheduling and/or missed appointment.

10.2 At the Customer's request, the Company may agree (at its sole discretion) to work outside Normal Working Hours and the Customer shall pay the Company's reasonable charges for complying with such a request.

10.3 The Customer warrants, represents and undertakes that it has adequate health and safety provisions in place at its Sites.

10.4 The Customer shall procure all consents, licences and permissions necessary from landlords or other third parties for the carrying out of preparation work, installation of Equipment and for the provision, use and operation of the Equipment and/or Services at the Sites (save to the extent the Company has agreed in writing to do it).

10.5 In the event that the Customer is not able to procure the necessary consent to provide the Services within ninety days from the Connection Date the Company will be able to terminate the Contract forthwith by giving the Customer written notice without any liability. If the Customer has not managed to procure the necessary consents and the Company has commenced work the Company may ask the Customer shall, on request by the Company, refund to the Company the cost of all such work (including, without limitation, staff costs and equipment costs) at its then current rates.

10.6 The Customer shall provide the Company with the site and building plans (to include full details of all internal cabling runs) of the Sites and provide the Company with full details of all other services in the vicinity of the proposed works.

10.7 The Customer is responsible for making the Site good after any work undertaken by the Company at a Site, including without limitation replacing and re-siting items and for re-decorating.

10.8 If the Customer is moving a Site, the Company must be informed as soon as is reasonably practicable so that suitable arrangements can be made to transfer the Customer's Services and Equipment. Unless otherwise requested, the Company, in addition to moving the Service and Equipment, will also endeavour (but cannot guarantee that it will be able, for example where the Customer moves to a different exchange) to retain the Customer's relevant existing telephone number (s). If the Company can transfer the Customer's existing number to the new Site the relevant existing Contract will continue under the same terms and conditions. If the Company cannot transfer the Customer's existing relevant number to the new Site, installation of a new line will be required at the new Site, or if the Customer requires any additional new lines, this will attract new line connection charges and a new Contract.

10.9 If the new installation or moving Site involves the visit of an engineer to facilitate the new installation, the Customer will be responsible for the costs incurred by the Company for the appointment of the engineer together with an administration fee in respect of any additional works required to be undertaken by the Company to complete the transfer of the Services and Equipment.

10.10 If the Customer moves Sites and leaves the Equipment for the new owner/tenant, the Customer is required to inform them that the relevant Service will be discontinued if the Company is not contacted by the new owner/tenant within seventy-two hours for the purpose of entering into a new contract with the Company for such services and subject in any event to the agreement of such a contract.

10.11 If the Customer receives services from an alternative supplier at a new Site the Customer remains responsible for any contractual agreement the Customer has with such alternative supplier and for any liabilities the Customer may incur for terminating such agreement.

11. (NOT USED)

12.1 Without prejudice to any other rights of the Company, the Customer shall indemnify, keep indemnified and hold harmless the Company against all costs (including without limitation legal costs and the cost of enforcement (on a full indemnity basis)) liabilities, claims, damages, direct, indirect or consequential losses (including without limitation, pure economic loss, loss of profits, loss of business, depletion of goodwill and like loss whether such losses are direct, indirect or consequential losses), expenses and/or judgments whatsoever, which it may suffer or incur, and arising from any:

a) breach by the Customer of any warranties, undertakings and/or representations given under the Contract and/or any failure to comply with any responsibilities and/or liabilities of the Customer set out in the Contract; and/or

b) injury and/or damage suffered or incurred by or to any of the Company's (or any of its contractor's) employees and/or equipment whilst on the Site.

13. (NOT USED)

14.1 Where the Company provides software to the Customer to enable the Customer to use the Services (“Software”), the Company will grant the Customer a non-exclusive, non-transferable licence to use the Software solely for the term and purposes of the Contract (and to extent necessary to use the relevant Services). If required by the Company, the Customer shall sign such end user licence agreement as may be reasonably required by the owner of the copyright in the Software to protect the owner's interest in that Software and for the Customer to be able to use the Software.

14.2 Except as permitted by applicable law or as expressly permitted under the Contract the Customer shall not de-compile reverse-engineer or modify the Software, or copy the relevant manuals or documentation.

The Customer agrees that the Company may monitor and record calls made to or by the Company by or to the Customer (and/or any of their employees or personnel), for training purposes, to improve the quality of its customer services and to assist with complaint handling. The Customer undertakes to make its employees and personnel aware of the rights reserved by the Company under this condition.

16. (NOT USED)

17.1 The Company may change the Conditions and/or Service Specific Conditions at any time and will publish any change in line with condition 17.2.

17.2 The Company will publish any changes to the Conditions and/or Service Specific Conditions online at www.deployablesolutions.co.uk (or at such other URL as is notified to the Customer by the Company from time to time):

17.2.1 at least thirty days before the change is to take effect for changes that may be of material detriment to the Customer; and

17.2.2 as soon as is reasonably practical in the circumstances prior to the changes taking effect, for all other changes.

17.3 If the Customer wishes to object to any proposed change which is of material detriment to the Customer, the Customer must notify the Company in writing (addressed to Customer Services, Deployable Solutions Limited, of the The Portsmouth Guildhall, Guildhall Square, Portsmouth, United Kingdom, PO12AB, within thirty days of publication of the proposed change, otherwise the Customer will be deemed to have accepted the proposed change. For the avoidance of doubt, the service by the Company of any notice in accordance with condition 17.2 shall not constitute either acceptance of or an admission by the Company that any proposed change is of material detriment to the Customer, nor shall the service of notice by the Customer under this condition 17.3 constitute or be deemed to constitute evidence that the relevant change is of material detriment to the Customer.

17.4 Without liability to the Customer, in order to reduce the risk of fraud or for any commercial purpose, the Customer acknowledges that on capped price call tariffs (if any) the Company may at its sole discretion on not less than seven days' notice:

17.4.1 limit call price caps to the first four hours of calls per day; and/or

17.4.2 remove the relevant call price caps from the Customer's pricing and tariff should the Customer's call profile deviate significantly from the Company's standard call profiles and notify the Customer of the new pricing to apply in respect of the relevant Fixed Network Services.

17.5 In order to reduce the risk of fraud or for any commercial purpose, the Customer acknowledges that on bundled minute call packages (if any) the Company may at its sole discretion on not less than seven days' notice remove the relevant bundled minute call package from the Customer's pricing and tariff should the Customer's call profile deviate significantly from the Company's standard call profile and over seventy five per cent of the Customer's bundled minutes be used in any month.

17.6 The Company may, if requested by the Customer, provide additional services to be included within the Services under such additional terms and conditions as may be notified by the Company from time to time.

18.1 The Customer must ensure that user names and passwords used by it and/or its personnel and/or users in connection with the Services are kept confidential and are only used by authorised users. The Customer will inform the Company immediately if the Customer knows or suspects (or ought reasonably to know or suspect) that a user name or password has been disclosed to an unauthorised user or is being used in an unauthorised way. The Customer will not change or attempt to change a user name without the Company's written consent.

18.2 The Company reserves the right (at the Company's sole discretion):

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

18.2.2 to ask the Customer to (in which case, the Customer shall) change any or all of the passwords the Customer's uses in connection with the Services.

18.3 The Customer will inform the Company immediately of any subsequent changes to the information the Customer supplies to the Company in connection with the Contract.

18.4 The Customer accepts and acknowledges that the Services are not guaranteed to be secure and the Company does not guarantee the prevention or detection of any unauthorised attempts to access the Services.

18.5 The Customer acknowledges that the Company has no control of a Customer's PABX/switch configuration, voice mail security or other feature services enabled, except where the Company agrees to be contractually responsible under the Maintenance Services.

18.6 The Company shall not be responsible for call charges or other charges resulting from fraudulent and/or unauthorised use of the Equipment and/or Services by the Customer or any third parties (who are not employees of the Company) and the Customer agrees to pay all additional charges related to such fraudulent and/or unauthorised use. Customers are therefore urged to verify with their equipment provider that all necessary steps to combat fraudulent and/or unauthorised use have been taken.

18.7 Any assistance given by the Company in relation to fraudulent and/or authorised use by the Customer or third parties (or the prevention of such use) will be on a reasonable endeavours basis only and no liability can be accepted by the Company for any loss sustained by the Customer via fraudulent and/or unauthorised means that are beyond the Company's reasonable control (save for any fraud and/ or authorised use by an employee of the Company acting in that capacity).

19.1 The Customer shall, and shall procure that its officers, employees, agents and any other persons who perform the services for and on behalf of it in connection with a Contract shall;

19.1.1 comply with all applicable Anti-Bribery Laws;

19.1.2 not offer, promise, give, request, agree to receive, receive or accept a bribe or financial or other advantage or commit any corrupt act;

19.1.3 comply with the Company's Ethics and Anti-bribery Policy as the Company may update them from time to time (“Relevant Policies”);

19.1.4 have and shall maintain in place throughout the term of all Contracts its own policies and procedures, including adequate procedures under the Bribery Act, to ensure compliance with the Anti- Bribery Laws and the Relevant Policies, and will enforce them where appropriate;

19.1.5 not do or omit to do any act or thing which constitutes or may constitute an offence under Anti- Bribery Laws;

19.1.6 not do or omit to do any act or thing which causes or may cause the Company and/or its Group to be in breach of and/or commit an offence under any Anti-Bribery Laws;

19.1.7 without prejudice to condition 19.16, not do or omit to do any act or thing which causes or may cause the Company or any member of the Company's Group to be guilty of an offence under section 7 Bribery Act (or would or may do so if the Company was unable to prove that it had in place adequate procedures designed to prevent persons associated with it from undertaking such conduc.t); and

19.1.8 provide the Company and any member of the Company Group (at the Customer's cost) with such reasonable assistance as it may require from time to time to enable it to perform any activity required by any relevant government or agency in any relevant jurisdiction for the purpose of compliance with any Anti- Bribery Laws.

19.2 The Customer shall:

19.2.1 promptly report to the Company and any member of the Company's Group any request or demand for any financial or other advantage of any kind received in connection with the performance of the Contract by it or by its officers, employees, agents or any other person who performs the services for or on behalf of it in connection with the Contract; and

19.2.2 upon request, certify in writing signed by a director of the Customer that the Customer has complied with all of its obligations under this condition 19. The Customer shall provide such supporting evidence of compliance as Company or any member of the Company's Group may reasonably request.

19.3 The Customer warrants to the Company and all members of the Company's Group that it has not, and its officers, employees, agents and any other persons who perform the services for or on behalf of it in connection with the Contract have not breached any applicable Anti-Bribery Laws; been convicted of any offence involving bribery, corruption, fraud or dishonesty; offered, promised, given, requested, agreed to receive, received or accepted a bribe or financial or other advantage or committed any corrupt act; done or omitted to do any act or thing which constitutes or may constitute an offence under the Anti-Bribery Laws; done or omitted to do any act or thing which caused or may cause any person to be in breach of and/or commit an offence under any Anti-Bribery Law; done or omitted to do any act or thing which caused or may cause any person to be guilty of an offence under section 7 Bribery Act; or given any financial or other advantage, inducement or reward to any person in connection with the awarding or continuation in force of this Contract.

19.4 The Company and/or any member of the Company's Group may terminate the Contract immediately if the Customer is in breach of any of its obligations under this condition 19 or if the Company or any member of the Company's Group has reasonable cause to believe that such a breach has occurred or may occur. If the Company or any member of the Company's Group terminates the Contract in accordance with this condition 19.4, the Customer shall not be entitled to claim any compensation or any further remuneration from the Company or any member of the Company's Group.

20.1 Subject to any deemed acceptance by the Customer under condition 8.2.2 and/or condition 17.3, no forbearance or indulgence shown or granted by the Company to the Customer whether in respect of these Conditions and/or any Service Specific Conditions or otherwise shall in any way affect or prejudice the rights of the Company against the Customer or be regarded as a waiver of any of these Conditions and/or any Service Specific Conditions.

20.2 The Contract (including in relation to non-contractual matters) shall be governed by and construed in all respects in accordance with English law and the Customer hereby submits for all purposes of and in connection with the Contract to the exclusive jurisdiction of the English Courts (including in relation to non- contractual disputes).

20.3 The Contract is made for the benefit of the parties to it and (where applicable) their successors and permitted assigns and is not intended to benefit, or be enforceable by, anyone else and no third party shall have any right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.

20.4 Any notice, invoice or other document which may be given by either party under the Contract shall be in writing (except as provided otherwise) sent for the attention of the relevant person, and to the address or fax number, given on the Order Form (or such other address, fax number or person as the relevant party may notify to the other party) and shall be delivered personally, sent by fax or sent by pre-paid, first-class post or recorded delivery. A notice is deemed to have been received, if delivered personally, at the time of delivery, in the case of fax, at the time of transmission, in the case of pre-paid first class post or recorded delivery, 48 hours from the date of posting or if earlier upon receipt and, if deemed receipt under this condition

20.5 is not within Normal Working Hours, at 9.00 am on the first Business Day following delivery. To prove service, it is sufficient to prove that the notice was transmitted by fax, to the fax number of the party or, in the case of post, that the envelope containing the notice was properly addressed and posted.

20.6 Any director or representative of the Customer who signs on behalf of the Customer will be deemed an authorised signatory and thereby the Company shall be entitled to rely on such signatory as binding the Customer to the obligations set out in these Conditions and any relevant Service Specific Conditions in all respects.

20.7 The Customer shall not, without the prior written consent of the Company, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under the Contract.

20.8 The Company may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under the Contract without the consent of the Customer however, the Customer shall, if the Company requires, execute such deeds and/or documents as may be necessary or required by the Company to give effect to any such dealing in such rights and/or obligations.

20.9 Unless specifically provided otherwise, rights arising under the Contract are cumulative and do not exclude rights provided by law.

20.10 The Customer shall not, without the prior written consent of the Company, at any time from the date of the Contract to the expiry of six months after the termination or expiry of the Contract (or in the case of multiple Contracts the last Contract to be terminated or expire), actively solicit or entice away from the Company, or actively employ or attempt to employ (save where the relevant person has responded to a general advertisement by the Customer for the relevant job vacancy), any person who is, or has been, engaged as an employee or sub-contractor of the Company in the provision of the Services to the Customer. Any consent given by the Company in accordance with this condition 22.9 shall be subject to the Customer paying to the Company a sum equivalent to twenty per cent of the then current annual remuneration of the Company's employee or sub-contractor or, if higher, twenty per cent of the annual remuneration to be paid by the Customer to that employee or sub-contractor.

20.11 The Company and the Customer agree that the Employment Regulations will not apply to transfer the employment or engagement of any Employee to the Company in connection with the Contract or the termination or expiry of all or part of any contract between the Customer and a Contractor or any other provision of the Services.

20.12 The Customer agrees to indemnify and keep indemnified the Company against all liabilities, losses, actions, proceedings, damages, costs (including legal and employment costs), claims, demands and expenses brought or made against or suffered or incurred by the Company arising out of or connected with:

20.12.1 the transfer or alleged transfer of the employment or engagement of any Employee to the Company pursuant to the Employment Regulations or otherwise; and

20.12.2 the employment or engagement or termination of employment or engagement by the Customer or a Contractor and/ or any Subcontractor of any Employee.

20.13 The Customer acknowledges and agrees that details of the Customer's name, address and payment record may be submitted to a credit reference agency, and Personal Data will be processed by and on behalf of the Company in connection with the Services.

20.14 If any provision (or part of a provision) of the Contract is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions will remain in force.

20.15 If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted or modified, that provision will apply with whatever minimum modification is necessary to make it valid, enforceable and legal whilst still giving effect to the commercial intention of the parties.

20.16 Save where the context otherwise requires, in these Conditions a reference to a "person" shall include a company, body corporate, unincorporated association, state, governmental or statutory body or authority, and/or a partnership, as well as a natural person (as appropriate).

20.17 Except with the prior written consent of the other party, neither party shall:

20.17.1 make any public statement about the Equipment and/or Services or otherwise publicise the Contract or any information relating to it; or

20.17.2 use any trademarks or identifying logos owned or licensed to any member of the other party in any manner.

20.18 Nothing in the Contract is to be construed as establishing or implying any partnership or joint venture between the parties, or as appointing any party as the agent or employee of any other party. No party shall hold out any other party as its partner or joint venturer. Except, and to the extent, that the Contract expressly states otherwise, no party may incur any expenses or negotiate on behalf of any other party or commit any other party in any way to any person without that other party's prior written consent.

20.19 Each party shall do and execute, or arrange and procure for the doing and executing of, any act and/or document reasonably requested of it by any other party to implement and give full effect to the terms of the Contract.

20.20 The Contract constitutes the entire agreement between the parties and supersedes any prior agreement or arrangement in respect of its subject matter. Neither party has entered into the Contract in reliance upon and nor shall they have any remedy in respect of, any representation or statement (whether made by the other party or any other person) which is not expressly set out in the Contract. The only remedies available for breach of any representation or statement which was made prior to entry into the Contract and which is expressly set out in the Contract shall be for breach of contract. Nothing in this condition 20.20 shall be interpreted or construed as limiting or excluding the liability of either party for fraud or fraudulent misrepresentation.

20.21 The Contract may be entered into in any number of counterparts and by the parties on separate counterparts, all of which taken together shall constitute one and the same instrument.

“Anti-Bribery Laws” means any and all statutes, statutory instruments, bye-laws, orders, directives, treaties, decrees and laws which relate to the anti-bribery and/or anti-corruption, including the Bribery Act.

“Bribery Act” means the Bribery Act 2010.

“Bar” and “Barring” means the act of barring the Customer from making or receiving certain services on the Equipment.

“Business Day” means any and all days between Monday and Friday in any week but excluding English bank holidays or public holidays.

"Charges" means the charges payable by the Customer for Mobile Network Services as described and at the rates (appropriate to the chosen Tariff) as set out in the Tariff, including without limitation any call charge, access charge, connection charge, minimum charge, value added service charge and/or early termination charge.

“Company” means Deployable Solutions Limited, of the The Portsmouth Guildhall, Guildhall Square, Portsmouth, United Kingdom, PO12AB. Registered in England & Wales, Company number: 13521378 and the expression “Company” includes the Company's assigns;

“Connection" and “Connected” means the connection of the Equipment or SIM Card to the selected tariffs and Systems.

“Contract” means this agreement between the Customer and the Company for the provision of the Mobile Network Services incorporating these Conditions, the Order Form and any other document incorporated by reference into the Contract.

"Customer" means the person, firm or company specified on the Order Form and any other person appearing to act within that person’s, firm’s or company’s authority and includes where relevant the Customer’s permitted assigns.

“Director” means a director of the Company authorised to sign any Order Form;

"End User" means a user of the Mobile Network Services.

“Equipment" means the approved device and SIM Card connected to the System.

“General Conditions” means the general conditions of entitlement set by OFCOM, in accordance with section 45 of the Communications Act 2003, as may be amended, modified or replaced from time to time;

“Group” means together a person, its Parent Undertakings, its Subsidiary Undertakings and the Subsidiary Undertakings of any of its Parent Undertakings from time to time;

"IMEI” means the International Mobile Equipment Identity number incorporated into the Equipment.

“Migration” means the transfer of a mobile number to any alternative service provider on the same network. "Minimum Term” has the meaning given to it in condition 3.2.

“Mobile Network Service(s)" means the provision of airtime, SMS, MMS and/or mobile data, together with any other services identified in this Contract, by means of the Systems offered by the Company.

“Normal Working Hours” means 10.00am to 5.00pm on any Business Day.

“OFCOM” means the Office of Communications and/or any successor body;

“Order Form” means the order form to which these Conditions are attached or which is expressed to be subject to these Conditions which sets out the detail of the order, including (without limitation) the Customer’s details and the Equipment and/or Mobile Network Services to be supplied under the Contract, and constitutes.

“Parent Undertaking” has the meaning given to it in section 1162 of the Companies Act 2006.

“Party" means the Company or the Customer, and "Parties" shall refer to both of them.

“Payment Date" means the date determined by the Company on which the Company's invoices fall due for payment.

“Personal Data" has the meaning given to it in the Data Protection Act 1998.

“Portability" means the transfer of a mobile number or Mobile Network Service to any alternative mobile service provider and/or mobile service operator.

"Relevant Laws" means any statute, regulation, bylaw, ordinance or subordinate legislation which is in force for the time being to which a party is subject; the common law as applicable to the parties (or any one of them); any binding court order, judgment or decree applicable to the parties (or any one of them); and any applicable industry code, policy, guidance, standard or accreditation terms (i) enforceable by law which is in force for the time being, and/or (ii) stipulated by any regulatory authority to which a party is subject, in each case, for the time being;

“Service Operator” means any mobile network operator.

“SIM Card" means a module which contains Customer Information and which, when used with Equipment, enables access to the Mobile Network Services.

“Subsidiary Undertaking” has the meaning given to it in section 1162 of the Companies Act 2006.

"System(s)” means the public telecommunications systems that the Company makes available to the Customer.

“Tariff” means the Company’s tariff for each of the Mobile Network Services which is provided to the Customer and/or set out at www.deployablesolutions.co.uk or at such other web address as is notified to the Customer by the Company from time to time and/or used by the Company to calculate the Charges.

“Upgrade” means any supply of a new handset or mobile device.

2.1. The Order Form constitutes the Customer's offer to the Company to purchase the relevant Mobile Network Services on and subject to the terms of the Order Form and these Conditions. Once such offer is accepted by an authorised representative of the Company signing the Order Form, a Contract shall come into effect. The details recorded on the Order Form together with these Conditions (together with other document incorporated by reference into the Contract by these Conditions) shall be the exclusive terms and conditions of the Contract between the Parties (to the fullest extent permitted by law) and any such Contract shall be conditional upon the credit status of the Customer being to the satisfaction of the Company (in its sole and absolute discretion).

2.2. All quotations, estimates and tenders are given and contracts are made by the Company subject to and only upon these Conditions which cannot be varied unless agreed in writing by the Company and these Conditions supersede and override all other terms and conditions appearing elsewhere including (without limitation) any terms and conditions of the Customer referred to on any website or which the Customer may purport to apply under any purchase order or acknowledgement of delivery or similar document, and/or established between the Company and the Customer by course of dealing.

2.3. In the event of a conflict between these Conditions and the Order Form, the Order Form will prevail in respect of the relevant Mobile Network Service.

2.4. Any illustrations, samples or descriptive material provided by the Company, including drawings, specifications of weight, capacity or dimensions and particulars of shade shall not form part of the Contract but shall be treated as approximate only unless specifically stated otherwise. Any savings quoted are estimates and illustrative only. All documents provided by the Company containing such illustrative or descriptive material (as well as the copyright therein) shall remain the exclusive property of the Company and must not be copied or loaned or transferred by the Customer. The Customer acknowledges and agrees that in entering into the Contract, it has not relied on any such illustrations, samples or descriptive material.

2.5. The Customer shall be responsible for ensuring that the details set out on the Order Form and any drawings, sketches, specifications, descriptions or other instructions supplied by the Customer or any agent or representative of the Customer in connection with the supply of any Equipment and/or the supply of any Mobile Network Services (as the case may be) by the Company are accurate and fully describe the Customer’s requirements and the Customer shall be liable in respect of any liability, loss, injury, damage, demand, claim, cost charge or expense which may be incurred or sustained by the Company by reason of or arising directly or indirectly out of or in respect of any inaccuracy in respect of any such drawings, sketches, specifications, descriptions or other instructions in relation thereto, or where the compliance with any such any drawings, sketches, specifications, descriptions or other instructions by the Company constitutes the infringement of the intellectual property or other rights of another person.

2.6. No variation of the terms of the Contract however notified (save with regard to the manuscript details on the Order Form including, where initialled by both Parties, manuscript amendments to the type face, as such details may be inputted by authorised staff of the Company) will be accepted by the Company unless authorised by notice in writing by a Director of the Company.

2.7. Each order for Mobile Network Services shall (for the purposes of this condition 2.7) be deemed (subject to condition 2.1) a separate Contract (whether or not included on the same Order Form) to the effect that any delay or failure to supply Mobile Network Services shall not entitle the Customer (to the extent that any such entitlement exists) to terminate the Contract for other Mobile Network Services or any other contract entered into under these Conditions.

2.8. Any undertaking by the Customer not to do any act or thing shall be deemed to include an undertaking that the Customer shall procure that any user (including without limitation any of the Customer’s End Users, employees, agents or contractors) of the Mobile Network Services and/or Equipment shall not do such act or thing.

2.9. The Customer warrants and undertakes to the Company that it is entering into the Contract for the purposes of its trade, business and/or profession.

2.10. In connection with Customer's application for Mobile Network Services, the Customer hereby consents to and shall procure that its owners, directors, officers and assigns consent to, the Company carrying out searches with credit reference agencies relating to the credit worthiness of the Customer and/or its owners, directors, officers and assigns and the Customer undertakes to supply or procure the supply of all information requested for a credit search with a credit reference agency, who will add to the Customer’s records and/or those records of its directors, officers and assigns details of the searches and these will be seen by other organisations that make searches.

2.11. Any Contract including the provision of any handset or mobile device is, until the delivery of the applicable handset or device, conditional upon the availability of the relevant handset or device and the Company providing confirmation by email to the Customer that the terms stated on the Order Form of the applicable Contract for Equipment do not contain any errors or omissions.

3.1. This Contract will commence from the date that any Mobile Network Services requested on the Order Form overleaf are implemented and are available for use by the Customer ("Commencement Date"), and shall endure for as long as any Mobile Network Services are provided to the Customer pursuant to the Contract.

3.2. Subject to condition 11 below and unless otherwise stated on the Order Form, the Mobile Network Services shall continue for the minimum term stated on the Order Form for each individual Connection or Upgrade or Tariff change in respect of the Mobile Network Services (“Minimum Term”). This Contract shall continue indefinitely thereafter until terminated by either Party giving not less than thirty (30) days’ prior written notice, such notice not to terminate the Contract prior to the expiry of the Minimum Term.

3.3. The provisions of conditions 3.1 and 3.2 are applicable to all mobile numbers and/or handsets and/or mobile devices connected to Mobile Network Services provided by the Company and to any subsequent Connections or Upgrades from the applicable date of the subsequent connection or upgrade.

3.4. Any changes to a Customer's existing subscription to another Tariff will be subject to availability of mobile numbers and/or handsets and/or devices and a minimum spend by the Customer. Such changes remain subject to the approval of the Company, and nothing in this condition 3.4 shall be construed as an obligation for the Company to change the Customer's existing Tariff to another Tariff.

4.1. A Customer account will be opened and a credit limit (inclusive of VAT) will be notified to the Customer and this credit limit should not be exceeded by the Customer. The Company reserves the right to suspend the Customer's account and any use of the Mobile Network Services in the event that this credit limit is exceeded at any time. Any increase in the credit limit must be requested in writing and will be subject to approval by the Company, which may entail further credit checks in accordance with condition 2.10. The Company does not accept responsibility for the Customer exceeding the credit limit due to any reason, including but not limited to billing cycles or delays in the availability of call data. Customers who anticipate exceeding their credit limit should contact the Company to avoid their Mobile Network Services being suspended.

4.2. Credit limits are subject to periodic review at the Company’s discretion. The Company may require that a deposit be placed with the Company in cases where the Customer incurs monthly charges in excess of the credit limit and the Customer authorises the Company to debit their credit card, where details have been provided, at the Company’s discretion for this excess amount overdue, or for any amount over the credit limit set.

5.1. Subject to these Terms and Conditions, the Company will connect and maintain the connection of the Equipment to the System and, subject to the geographical coverage of the System from time to time and any other limiting factors not under the Company's control, the Company will use its reasonable endeavours to make the Mobile Network Services available to the Customer throughout the term of this Contract.

5.2. The Company shall be entitled, at its absolute discretion to transfer the Customer to another Service Operator, provided that the transfer does not result in the Customer incurring any additional costs. Wherever practicable, fourteen (14) days written notice shall be given by the Company of such changes prior to their being made.

5.3. The Customer recognises and acknowledges that the Mobile Network Services depend on the availability of the Systems, which may from time to time, by their very nature, be adversely affected by physical features, atmospheric conditions and other causes of interference and that accordingly the Systems may fail or require maintenance without notice.

5.4. The Mobile Network Services are provided without a Bar on premium rate and international calls made whilst in the UK and overseas unless the Customer has specifically requested that the Company disables these calls or the Company elects to disable such calls for its own commercial purposes. If enabled, the Customer should be aware that they will be charged for calls received whilst abroad (including voicemail) and that calls made and received whilst overseas may be charged in 30 or 60 second increments at rates set by the overseas network(s) together with any additional handling and network charges. Premium rate calls can be charged at rates as may be set out in the Tariff for premium rate calls from time to time. Any such calls, text or data are not included in any bundle of inclusive calls, text or data which may form part of the Tariff for the Mobile Network Services. Billing delays of up to six months may occur for such charges and may be subject to payment by the Customer of an advance deposit as requested from time to time.

6. CHARGES AND PAYMENT

6.1. The Tariff chosen by the Supplier in respect of the Mobile Network Services on commencement of this Contract will remain the minimum Tariff selected for the Minimum Term and the terms and conditions relating to the selected Tariff shall apply.

6.2. The Company may on not less than 14 days’ notice to the Customer, change the rates in any Tariff or price list, such change not to become effective during the Minimum Term of the relevant Mobile Network Service unless the change arises due to:

6.2.1. a change in the costs to the Company due to a requirement or direction of OFCOM; and/or

6.2.2. a change in the costs charged to the Company by its suppliers.

6.3. The Customer will pay any agreed initial Charges, the monthly access Charge and any other fixed monthly Charges (each as defined in the applicable Order Form), on or before the Payment Date.

6.4. The Customer shall be invoiced monthly in arrears for any usage based Charges and monthly in advance for any monthly access or other fixed Charges and shall pay the Charges by Direct Debit within fourteen days of the date of the invoice (unless otherwise expressly agreed with the Company and set out on the Order Form). The acceptance by the Company of payment by any method other than Direct Debit may incur a monthly administration fee of £3.00 per Connection. All payments must be received within fourteen (14) days of the Company’s invoice date.

6.5. The Tariff and/or Equipment subsidies that the Company makes available to the Customer are subject to the length of contract chosen by the Customer on the Order Form and the terms applicable to such Tariff and/or Equipment, and are based upon the predicted or anticipated revenue over the Customer's contract term for Mobile Network Services (including any notice period). In the event that the Customer fails to make payment for the Mobile Network Services for (or otherwise breach the Contract during) the Minimum Term, and fails to make payment of any early termination charges (including without limitation, those Charges set out in condition 9.5), the Company reserves the right to invoice the Customer for such predicted or anticipated revenue at full retail price without discount, over the full applicable contract term including notice period and to recover any benefits received and losses incurred.

6.6. The Customer shall pay all Charges (namely usage in excess of any allowances or bundles that may be comprised in the monthly Charge but without rebate for any unused element of such allowances or bundles) including without limitation any of the following: any charges incurred from other networks, virtual networks, premium rate and overseas cellular and network operators (without discount) and any handling charges set out in the Tariff. UK calls are billed per second and rounded up to the nearest penny. In addition, the Service Operators may apply a fixed or minimum call charge, details of which can be found in the tariff terms and conditions on the relevant Service Operator websites.

6.7. The Customer shall pay any and all charges relating to any artificially inflated traffic (including, but not limited to, the use of unauthorised gateways or devices that result in disproportionately high levels of voice, SMS or data consumption) regardless of the existence of an “unlimited” voice, SMS or data allowance.

6.8. The Customer may be required to pay a fee of £20.00 per incident for any cancelled, dishonoured or failed Direct Debits or cheques.

6.9. If payment of any sum payable to the Company is not made on or before the due date, the Company shall be entitled to charge interest thereafter on such sum at either the rate of four per cent per annum above the current base rate of The Royal Bank of scotland plc from time to time or, if higher, such rate as the Company would be entitled to claim under the Late Payment of Commercial Debts (Interest) Act 1998 (such interest being deemed to accrue from day to day and being compounded on the last day of each calendar month) from the due date until the date of payment whether before or after judgment.

6.10. Value Added Tax (VAT) and other taxes from time to time in force where appropriate shall be payable on all Charges payable pursuant to these Conditions.

6.11. The Customer will promptly advise the Company in writing of any change to its address or bank details.

6.12. The Customer authorises the Company to charge the Customer's debit/credit card, where details have been provided by the Customer, with an amount equal to the outstanding balance on the Customer’s credit account, where the Customer has failed to pay the Company by the Payment Date.

6.13. The Customer authorises the Company to levy a service Charge of three percent (3%) where the Company is debiting the Customer’s credit card account with any outstanding balance.

6.14. Without prejudice to the Company's other remedies, if the Customer’s account remains outstanding for any reason after the original due date for payment, the Company reserves the right to refer the outstanding account to a debt collection agency. If the Company instructs a debt collection agency to collect payment (including interest and late payment charges) on its behalf the Customer must pay the Company’s costs payable to the agency, who will add the sum to the Customer’s outstanding debt.

6.15. If any sum owed by the Customer to the Company under the Contract or any other contract with the Company is not paid by the due date, the Company may deduct this sum from any payment or credit due to the Customer under the Contract or any other contract with the Company.

6.16. Any invoices issued by the Company in respect of the Charges shall, save in the case of manifest error, be final, conclusive and binding on the Customer.

6.17. If the Customer intends to dispute any charge on an invoice, the Customer must do so in writing to the Company within fourteen days of the date of the invoice and provide the Company with all relevant information in support of the disputed charge. Where the disputed charge(s) amount to:

6.17.1. less than five per cent of the total charges listed on the invoice, the Customer will pay the full amount of the invoice; or more than five per cent of the total charges listed on the invoice, the Customer must pay the remaining amount of the invoice that is not in dispute.

7.1. Where the Company provides software to the Customer to enable the Customer to use the Mobile Network Services (“Software”), the Company will grant the Customer a non-exclusive, non-transferable licence to use the Software solely for the term and purposes of the Contract (and to extent necessary to use the relevant Mobile Network Services). If required by the Company, the Customer shall sign such end user licence agreement as may be reasonably required by the owner of the copyright in the Software to protect the owner’s interest in that Software and for the Customer to be able to use the Software.

7.2. Except as permitted by applicable law or as expressly permitted under the Contract the Customer shall not de-compile reverse-engineer or modify the Software, or copy the relevant manuals or documentation.

7.3. The Company will do everything possible to optimise the reliability and performance of the Software however, the Software is provided on a ‘best-efforts’ basis and the Company bears no liability to the Customer for the failure or unavailability of the Software. Where the Software is being used by the Customer to place orders, bar SIM use, cease SIMs, add bolt-ons or restrict over-use, it is the responsibility of the Customer to check that the required action has been executed. The Company bears no responsibility for actions not executed by the Software and the date of execution is that given by the Company. This may not necessarily be the same date that the request is submitted by the Customer.

7.4. Usage reports are provided on a ‘best-efforts’ basis and the timeliness and availability of usage data is not guaranteed. It is the responsibility of the Customer to measure usage themselves and establish alerts outside of the Software to limit their exposure to over-usage, should they so wish.

8.1. The Customer acknowledges that the System is operated under license and by agreement with the Service Operators and that the provisions of the said licenses and agreements apply to the use of the Mobile Network Service by the Customer. The Customer hereby undertakes:

8.1.1. not to use or permit the use of the System for (a) any unlawful, immoral or improper purpose including without limitation the use of unlawful or unauthorised SIM gateways, (b) any purpose not recommended by the Equipment manufacturer, or (c) any other purpose as notified by the Service Operators or the Company from time to time;

8.1.2. to comply with any reasonable instructions issued by the Company relating to the System, the Equipment or the Mobile Network Service and to use only Equipment approved by the Service Operators and the British Approvals Board of Telecommunications;

8.1.3. not to reverse, or permit anyone else to reverse, the charges on any telephone call;

8.1.4. not to act, or omit to act, in any way which may injure or damage any persons, property or the System or cause the quality of the Mobile Network Service to be impaired;

8.1.5. not to directly or indirectly be involved, or knowingly, recklessly or negligently permit any other person to be involved, in any fraud, illegal or immoral activity in connection with the Customer's use of the Mobile Network Services and shall notify the Company immediately upon becoming aware of any such activity.

8.2. The Customer will promptly advise the Service Operator and the Company, by phone and in writing in the event of loss or theft of the Equipment.

8.3. The Customer acknowledges that the Company will accept, and act on behalf of, any instruction received from the Customer, and accept and rely on any additional orders placed with the Company, regardless of authority and/or position, unless levels of authorisation have been pre-advised to the Company in writing in accordance with the Customer's bespoke ordering procedures.

8.4. Portability and migration requests of mobile numbers made during the Minimum Term do not relieve the Customer from any contractual obligations to pay any of the Charges (including without limitation any early termination charges) due under this Contract.

8.5. The Customer agrees not to contravene the General Conditions or any other relevant regulations or licences granted thereunder and otherwise not to contravene, and not by any act or omission or use of the Services, cause the Company to contravene, any Relevant Laws or General Conditions.

9.1. Risk in the Equipment shall pass to the Customer when the Equipment is delivered to the Customer or the address provided to the Company by the Customer.

9.2. Notwithstanding that the Equipment has been taken over and stands at the Customer’s risk, ownership of the Equipment shall not pass to the Customer until the Company has received in full (in cash or cleared funds) all sums due to it in respect of the Equipment.

9.3. Until ownership of the Equipment has passed to the Customer, the Customer must:

9.3.1. hold the Equipment on a fiduciary basis as the Company’s bailee;

9.3.2. store the Equipment (at no cost to the Company) separately from all other goods of the Customer or any third party in such a way that they remain readily identifiable as the Company’s property;

9.3.3. not destroy, deface or obscure any identifying mark or packaging on or relating to the Equipment; and

9.3.4. maintain the Equipment in satisfactory condition insured on the Company’s behalf for their full price against all risks to the reasonable satisfaction of the Company. On request the Customer shall produce the policy of insurance to the Company.

9.4. The Company’s right to possession of the Equipment shall terminate immediately in the event that the Company has the right to suspend and/or terminate these Conditions.

9.5. If any Mobile Network Service is terminated during its Minimum Term, the Company shall be entitled to recover payment for this Equipment equivalent to the proportion (pro rata as to the unexpired Minimum Term) of the full replacement charge for such Equipment as set out in the Standard Price List (available upon request) notwithstanding that ownership of any of the Equipment has not passed from the Company. The Customer shall, notwithstanding that ownership of any of the Equipment has not passed from the Company, also following delivery of the Equipment remain liable for all Charges incurred including any incurred during a period of theft, damage or loss of the Equipment until such theft, damage or loss is reported to the Service Operator and the Company, and will remain liable for the monthly access Charge until the Contract has ended.

9.6. The Customer grants the Company, its agents and employees an irrevocable licence at any reasonable time to enter any premises where the Equipment is or may be stored in order to inspect, or, where the Customer’s right to possession has terminated, to recover the Equipment which is still owned by the Company.

9.7. Nothing in this Contract shall entitle the Customer to sell or enter into a contract to sell goods on behalf of any Service Operator or the Company. It is recognised by the parties that the Service Operators retain legal title in any SIM cards supplied. Accordingly, the parties do not intend that the Customer be entitled to make any claim against any Service Operator or the Company for loss of agency rights or loss of goodwill resulting from the termination of this Contract.

9.8. The Customer shall be liable for the repair of Equipment connected under this Contract which becomes faulty or damaged and is outside the manufacturer’s warranty. All Customer obligations under this Contract shall remain in force during any period where Equipment is undergoing repair.

9.9. All SIM cards supplied to the Customer shall be returned to the Company upon termination of the Contract. Failure to return any SIM card may incur a Charge of £30.00 for each card.

10.1. Unless otherwise stated in these Conditions the Company makes no warranty in respect of the supply of any Equipment and/or Mobile Network Services and all other warranties which by reason of statute or other direction, regulation or governmental authority may be implied into a contract for the supply of the Equipment and/or Mobile Network Services are hereby excluded to the fullest extent possible, save for, and to the extent of, those warranties which cannot lawfully be excluded. If the Customer is a consumer, this shall be without prejudice to its statutory rights.

10.2. Subject to conditions 10.3 and 10.5, in no circumstances shall the Company’s liability, arising under or in connection with this Contract and whether in contract, tort (including without limitation negligence), misrepresentation, breach of statutory duty or otherwise, to the Customer in respect of one incident or series of connected incidents in any one year, exceed the lower of

10.2.1. 100% of the Charges paid for the Equipment and/or Mobile Network Services (as the case may be) for the relevant Equipment and/or Mobile Network Services to which the claim or claims relate in the twelve months prior to the date on which the claim or claims arose, or

10.2.2. £5,000 (five thousand pounds).

10.3. Subject to condition 10.5, under no circumstances shall the Company be liable in any event under or in connection with the Contract and whether in contract, tort (including negligence), misrepresentation, breach of statutory duty or otherwise for any:

10.3.1. loss of revenue;

10.3.2. loss of business;

10.3.3. loss of contracts;

10.3.4. loss of, damage to or corruption of data;

10.3.5. loss of anticipated savings;

10.3.6. loss of profits; or

10.3.7. indirect, consequential or special losses; whether or not the Company knew or ought to have known that such losses or damages might be incurred.

10.4. Neither Party shall be liable to the other Party for any breach of any provision of the Contract (whether in breach of contract, tort (including but not limited to negligence), misrepresentation, breach of statutory duty or otherwise) caused by any reason outside the reasonable control or responsibility of that Party including, without limitation, in respect of the Mobile Network Services supplied by the Company, the failure of any Service Operator to provide network services (or any element thereof) to the Company on which it was reliant for the purposes of the Contract, any Act Of God, terrorist attacks, inclement weather, accidental damage, vandalism, failure or shortage or power supplies, flood, drought, lightning or fire, strike, lock-out, trade dispute or labour disturbance, any act or omission of Government, highways authorities, or other competent authorities.

10.5. Nothing in these Conditions excludes or restricts either Party’s liability for:

10.5.1. death or personal injury resulting from that Party’s negligence or its employee’s negligence (while acting in the course of their employment);

10.5.2. any fraud, fraudulent misrepresentation or fraudulent misstatement;

10.5.3. any indemnity given under the Contract; and/or

10.5.4. anything for which the Parties cannot at law limit or exclude their liability.

10.6. The Customer agrees that any cause of action that it may have against the Company and/or any of its Group members (including, its (or their) affiliates, directors, officers, agents, consultants and employees) must commence within two (2) years after the cause of action arose, otherwise, the Customer’s cause of action is permanently barred.

11.1. Subject to conditions 11.3, 11.4 below and without prejudice to any specific termination rights set out elsewhere in these Conditions, the Customer shall not be entitled (once an order has been accepted by the Company) to change or cancel an order:

11.1.1. at all in respect of Equipment; or

11.1.2. except for termination in accordance with the conditions relating to the serving of notice to terminate the relevant Mobile Network Services (which shall take effect in accordance with the applicable conditions), unless otherwise agreed in writing with the Company.

11.2. In the event of any termination by the Customer of the Contract (in whole or in part), the Customer shall indemnify the Company in full against all loss including, but not limited to, all losses incurred by the Company as a result of the Customer terminating the Contract before the end of the Minimum Term or where the Contract has continued beyond the Minimum Contract Term before the end of the relevant notice period.

11.3. Without prejudice to any other rights of the Company under these Conditions or otherwise, the Company shall be entitled at any time and for any reason whatsoever to terminate any and/or all Contracts for Mobile Network Services on the giving of not less than thirty days’ written notice to the Customer, without further liability to the Customer. For the avoidance of doubt, in the event that the Company terminates a Contract under this condition 11.3, the Customer’s liability to pay the Charges for Mobile Network Services shall end on the date of termination of the relevant Contract and the Customer shall not be liable to pay for the Charges applicable for the remainder of any Minimum Term applicable in respect of that Contract.

11.4. A Contract may be terminated forthwith by either Party by notice in writing if the other Party materially breaches its obligations under these Conditions (including without limitation non-payment of Charges due) and in the case of breaches which are capable of remedy such Party fails to remedy such breach within fourteen days of written notice by the other Party of what the breach is and requesting that the breach is remedied. Without prejudice to the generality of the foregoing, the Company shall be permitted to terminate the Contract forthwith on notice to the Customer in the event that the Customer is in material breach of any other contract under these Conditions (as in force from time to time) and which breach, if capable of remedy, has not been remedied within fourteen days of written notice by the Company of what the breach is and requesting that the breach is remedied.

11.5. Notwithstanding anything to the contrary expressed or implied in these Conditions, either Party (without prejudice to its own rights) may terminate all Contracts forthwith in the event that a liquidator (other than for the purpose of solvent amalgamation or reconstruction) trustee in bankruptcy, administrator or receiver is appointed in respect of the whole or part of the assets and/or undertaking of the other Party or the other Party enters into an arrangement or composition with its creditors, or other circumstances arise which entitle a court or creditor to appoint a receiver or administrator or to make a winding up order (save as in respect of a solvent reconstruction of such relevant Party’s group of companies).

11.6. The termination or expiry of the Contract shall be without prejudice to any rights or liabilities which have accrued prior to such expiry or termination. Any provision of this Contract which expressly or by implication is intended to survive, shall survive the termination or expiry of the Contract.

11.7. Any implied right to terminate for convenience that the Customer may have under applicable law is hereby expressly excluded.

11.8. Notwithstanding anything to the contrary in this condition 10, the Company shall be entitled to suspend the Mobile Network Service without liability upon the occurrence of any of the following events:

11.8.1. if the Customer fails to make payment of the Charges on the Payment Date;

11.8.2. If the Company is entitled to (but at its sole discretion elects not to) terminate the Contract pursuant to condition 11.1, 11.4 or 11.5;

11.8.3. if any information given to the Company by the Customer is false or misleading;

11.8.4. if the Customer does, or allows to be done, anything which in the Service Operator’s or the Company’s reasonable opinion may have the effect of jeopardising the operation of the Mobile Network Service;

11.8.5. if the Customer permits the use of the Mobile Network Service or uses the Mobile Network Service for illegal purposes including the use of illegal or unauthorised Gateways (or the Service Operator or the Company believes the same;

11.8.6. if, in the Company's or the Service Operator’s absolute discretion, the Charges incurred in any given period show unreasonable, low or excessive usage of Mobile Network Services or unusual calling patterns such as, without limitation, a disproportionate percentage of incoming calls or zero usage per number of 10 minutes or less of outbound voice calls or charges including data of less than £1.00 per month, or which cause network congestion;

11.8.7. if the Company is unable, for whatever reason, to provide the Mobile Network Service or if the Company is required to terminate this Contract by a competent administrative or regulatory authority (including without limit OFCOM) and/or Service Operator;

11.8.8. if the Customer exceeds the credit limits set in the applicable Order Form and/or the Tariff; 11.8.9. If the customer uses a voice and data tariff in any device other than a mobile phone.

11.9. Termination, suspension, disconnection or Barring under this condition 11 shall be without prejudice to the Company’s rights accrued up to and beyond the date of termination, suspension, disconnection or Barring.

11.10. In the event of termination of the Mobile Network Service and/or this Contract by the Company in accordance with the provisions of Clauses 11.1 and 11.2, the Customer shall, within fourteen (14) days of receipt of the notice of termination, pay to the Company all outstanding Charges including, where termination is for any of the reasons specified in conditions 11.4, 11.5, the amount which would have been payable for the remainder of the term of the Contract.

11.11. Upon termination of this Contract if the Customer made a deposit, the Company will only return any surplus to the Customer after deduction of all unpaid Charges. Any request for repayment must be made in writing.

11.12. After disconnection, suspension or Barring of the Equipment from the System and/or consequent upon the termination of this Contract, the Customer shall pay on demand all Charges outstanding at the time of disconnection, suspension or Barring including any reasonable disconnection or Barring fee that the Company may wish to charge in its sole discretion. Should the Company elect to disconnect and/or reconnect the Equipment from or to the System, then the Company having regard to the circumstances at the time of disconnection or reconnection may elect to charge a fee of up to £30.00 for such disconnection or reconnection. Should the Company elect to bar and/or unbar the Equipment from the System, the Company may, in its absolute discretion, charge an unbarring fee of up to £25.00 per SIM Card for such barring or unbarring.

11.13. Should termination take place part way through a month, no credit will be given for the post termination part of the month’s access Charge(s).

11.14. The Customer will remain liable for all Charges incurred prior to termination regardless of when they are invoiced.

11.15. Termination, porting, or migration of mobile numbers is subject to a charge of £30.00 per number.

11.16. Subject to condition 10, if the Customer is unable to use all of the Mobile Network Services for a continuous period of more than three days due to any technical failure (including power cuts, improvement, modification or maintenance of the Mobile Network Service or the Systems) and if the Service Operator offers this to the Company, on application the Customer may receive a credit against their account for their line rental which will represent that part of the line rental for the period of non-availability.

12.1. The Customer agrees that the Company may monitor and record calls made to or by the Company by or to the Customer (and/or any of their employees or personnel), for training purposes, to improve the quality of its customer services and to assist with complaint handling. The Customer undertakes to make its employees and personnel aware of the rights reserved by the Company under this condition.

13.1. The Company and the Customer will keep in confidence any information of the other, whether written or oral, of a confidential nature obtained under or in connection with the Contract except to the extent any disclosure is required by law. The Customer and the Company will not, without the consent of the other, disclose such information to any person other than:

13.1.1. their employees, contractors or professional advisers who shall require the information in order for the Customer or the Company to fulfil its obligations under the Contract; or

13.1.2. in the case of the Customer, its users to the extent that they are required to use or access the Mobile Network Service.

13.2. Information shall not be treated as confidential if it is:

13.2.1. lawfully in the public domain; or

13.2.2. lawfully in the possession of the Customer or the Company before disclosure from the other has taken place; or

13.2.3. obtained from a third person who is entitled to disclose it; or

13.2.4. replicated independently by someone without access or knowledge of the information.

13.3. If the Customer receives a request under the Freedom of Information Act 2000 which encompasses any information provided to the Customer by the Company in connection with the Contract the Customer will notify the Company immediately of the request and give the Company ten Business Days to make representations before releasing the requested information (save to extent otherwise required by law).

13.4. The Customer acknowledges and agrees that the Company may use Personal Data and/or confidential information obtained from the Customer during or following the completion of the Order Form or as a result of the Customer’s use of the Equipment or Mobile Network Services and/or arising from or out of the provision of the Equipment or Mobile Network Services, for the following purposes:

13.4.1. administering the Customer’s account (including, without limitation, liaising with any Service Operators who are relevant to the provision of the Mobile Network Services, and sharing the data with members of the Company's Group);

13.4.2. notifying the Customer of changes to the Mobile Network Service, including (without limitation and unless stated otherwise on the Order Form) contacting the Customer regarding potential and/or actual enhancements to or offers in relation to the Mobile Network Service;

13.4.3. enabling the Company to supply the Mobile Network Service and Equipment to the Customer; and

13.4.4. for invoicing purposes.

13.5. The Company will not pass Personal Data obtained from the Customer to any third Parties for marketing purposes but may send the Customer information about the Company’s (or any member of its Group) own products and services which it considers may be of interest to the Customer, unless the Customer specifically requests in writing that the Company does not do so on the Order Form.

13.6. If the Customer wishes to have details of the credit reference or the fraud prevention agencies the Company uses to obtain information about the Customer, or receive a copy of the information the Company holds about them, it may do so by submitting a request in writing for a copy of the information to the Company's Data Controller at Deployable Solutions, The Portsmouth Guildhall, Guildhall Square, Portsmouth, United Kingdom, PO12AB , stating the Customer’s full name, address, account number and phone number. The Company may charge a reasonable administration fee for providing such information.

13.7. The Customer warrants, undertakes and agrees that it will grant or procure from its employees and other personnel such consents to the use of Personal Data (referred to above) as may be necessary to enable the Company to use such data for the purposes described in this condition 13.

14.1. The Company may change the Conditions at any time and will publish any change in line with condition 14.2.

14.2. The Company will publish any changes to the Conditions online at www.deployablesolutions.co.uk (or at such other web address as is notified to the Customer by the Company from time to time):

14.2.1. at least thirty days before the change is to take effect for changes that may be of material detriment to the Customer; and

14.2.2. at least one day before the change is to take effect for all other changes.

14.3. If the Customer wishes to object to any proposed change which is of material detriment to the Customer, the Customer must notify the Company in writing (addressed to Customer Services, Deployable Solutions, The Portsmouth Guildhall, Guildhall Square, Portsmouth, United Kingdom, PO12AB) within thirty days of publication of the proposed change, otherwise the Customer will be deemed to have accepted the proposed change. For the avoidance of doubt, the service by the Company of any notice in accordance with condition 14.2.1 shall not constitute either acceptance of or an admission by the Company that any proposed change is of material detriment to the Customer, nor shall the service of notice by the Customer under this condition 14.3 constitute or be deemed to constitute evidence that the relevant change is of material detriment to the Customer.

14.4. The Company may, if requested by the Customer, provide additional services to be included within the Mobile Network Services under such additional terms and conditions as may be notified by the Company from time to time.

15.1. The Customer shall, and shall procure that its officers, employees, agents and any other persons who perform the services for and on behalf of it in connection with a Contract shall;

15.1.1. comply with all applicable Anti-Bribery Laws and not cause the Company to breach any Anti-Bribery Laws;

15.1.2. not offer, promise, give, request, agree to receive, receive or accept a bribe or financial or other advantage or commit any corrupt act;

15.1.3. comply with the Company’s Ethics and Anti-bribery Policy or at such other web address as is notified to the Customer by the Company from time to time) as the Company may update them from time to time.

16.1. The Customer must ensure that user names, passwords and/or PINs used by it and/or its personnel and/or users in connection with the Equipment and/or Mobile Network Services are kept confidential and are only used by authorised users. The Customer will inform the Company immediately if the Customer knows or suspects (or ought reasonably to know or suspect) that a user name, password or PIN has been disclosed to an unauthorised user or is being used in an unauthorised way. The Customer will not change or attempt to change a user name without the Company’s written consent.

16.2. The Company reserves the right (at the Company’s sole discretion):

16.2.1. to suspend user names and password access to the Mobile Network Services if at any time the Company thinks that there has been or is likely to be a breach of security; and

16.2.2. to ask the Customer to (in which case, the Customer shall) change any or all of the passwords the Customer’s uses in connection with the Mobile Network Services.

16.3. The Customer will inform the Company immediately of any subsequent changes to the information the Customer supplies to the Company in connection with the Contract.

16.4. The Customer accepts and acknowledges that the Mobile Network Services are not guaranteed to be secure and the Company does not guarantee the prevention or detection of any unauthorised attempts to access the Mobile Network Services.

16.5. The Customer acknowledges that the Company has no control of a Customer’s equipment configuration, voice mail security or other feature services enabled.

16.6. The Company shall not be responsible for Charges or other charges resulting from fraudulent and/or unauthorised use of the Equipment or Mobile Network Services by the Customer, its End Users or any third parties (who are not employees of the Company) and the Customer agrees to pay all additional charges related to such fraudulent and/or unauthorised use. The Customer is therefore urged to verify with their equipment provider that all necessary steps to combat fraudulent and/or unauthorised use have been taken.

16.7. Any assistance given by the Company in relation to fraudulent and/or authorised use by the Customer or third parties (or the prevention of such use) will be on an endeavours basis only and no liability can be accepted by the Company for any loss sustained by the Customer via fraudulent and/or unauthorised means that are beyond the Company’s reasonable control (save for any fraud and/or authorised use by an employee of the Company acting in that capacity).

17.1. Subject to any deemed acceptance by the Customer under condition 14.3, no forbearance or indulgence shown or granted by the Company to the Customer whether in respect of these Conditions or otherwise shall in any way affect or prejudice the rights of the Company against the Customer or be regarded as a waiver of any of these Conditions.

17.2. The Contract (including in relation to non-contractual matters) shall be governed by and construed in all respects in accordance with English law and the Customer hereby submits for all purposes of and in connection with the Contract to the exclusive jurisdiction of the English Courts (including in relation to non-contractual disputes).

17.3. The Contract is made for the benefit of the Parties to it and (where applicable) their successors and permitted assignees and is not intended to benefit, or be enforceable by, anyone else and no third Party shall have any right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.

17.4. Any notice, invoice or other document which may be given by either Party under the Contract shall be in writing (except as provided otherwise) sent for the attention of the relevant person, and to the postal address, email address or fax number, given on the Order Form (or such other address, fax number or person as the relevant Party may notify to the other Party) and shall be delivered personally, sent by fax or sent by pre-paid, first-class post or recorded delivery. A notice is deemed to have been received, if delivered personally, at the time of delivery, in the case of fax, at the time of transmission, in the case of pre-paid first class post or recorded delivery, 48 hours from the date of posting or if earlier upon receipt and, if deemed receipt under this condition

17.4 is not within Normal Working Hours, at 9.00 am on the first Business Day following delivery. To prove service, it is sufficient to prove that the notice was transmitted by fax, to the fax number of the Party or, in the case of post, that the envelope containing the notice was properly addressed and posted.

17.5. Any director or representative of the Customer who signs on behalf of the Customer will be deemed an authorised signatory and thereby the Company shall be entitled to rely on such signatory as binding the Customer to the obligations set out in these Conditions and any relevant Service Specific Conditions in all respects.

17.6. The Customer shall not, without the prior written consent of the Company, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under the Contract.

17.7. The Company may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under the Contract without the consent of the Customer however, the Customer shall, if the Company requires, execute such deeds and/or documents as may be necessary or required by the Company to give effect to any such dealing in such rights and/or obligations.

17.8. Unless specifically provided otherwise, rights arising under the Contract are cumulative and do not exclude rights provided by law. 17.9. The Customer shall not, without the prior written consent of the Company, at any time from the date of the Contract to the expiry of six months after the termination or expiry of the Contract (or in the case of multiple Contracts the last Contract to be terminated or expire), actively solicit or entice away from the Company, or actively employ or attempt to employ (save where the relevant person has responded to a general advertisement by the Customer for the relevant job vacancy), any person who is, or has been, engaged as an employee or sub-contractor of the Company in the provision of the Mobile Network Services to the Customer. Any consent given by the Company in accordance with this condition.

17.9 shall be subject to the Customer paying to the Company a sum equivalent to twenty per cent of the then current annual remuneration of the Company’s employee or sub- contractor or, if higher, twenty per cent of the annual remuneration to be paid by the Customer to that employee or sub-contractor.

17.10. The Customer acknowledges and agrees that details of the Customer’s name, address and payment record may be submitted to a credit reference agency, and Personal Data will be processed by and on behalf of the Company in connection with the Mobile Network Services.

17.11. The Customer consents to the disclosure to any radio or telecommunications operating company of its name, address and details of the Mobile Network Service and Equipment provided to it pursuant to this Contract.

17.12. If any provision (or part of a provision) of the Contract is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions will remain in force.

17.13. If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted or modified, that provision will apply with whatever minimum modification is necessary to make it valid, enforceable and legal whilst still giving effect to the commercial intention of the Parties.

17.14. Save where the context otherwise requires, in these Conditions a reference to a "person" shall include a company, body corporate, unincorporated association, state, governmental or statutory body or authority, and/or a partnership, as well as a natural person (as appropriate).

17.15. Except with the prior written consent of the other Party, neither Party shall:

17.15.1. make any public statement about the Equipment and/or Mobile Network Services or otherwise publicise the Contract or any information relating to it; or

17.15.2. use any trademarks or identifying logos owned or licensed to any member of the other Party in any manner.

17.16. Nothing in the Contract is to be construed as establishing or implying any partnership or joint venture between the Parties, or as appointing any Party as the agent or employee of any other Party. No Party shall hold out any other Party as its partner or joint venturer. Except, and to the extent, that the Contract expressly states otherwise, no Party may incur any expenses or negotiate on behalf of any other Party or commit any other Party in any way to any person without that other Party's prior written consent.

17.17. Each Party shall do and execute, or arrange and procure for the doing and executing of, any act and/or document reasonably requested of it by any other Party to implement and give full effect to the terms of the Contract.

17.18. This Contract constitutes the entire agreement and understanding of the Parties with respect to its subject matter. Each of the Parties acknowledge that in entering into this Contract it has not relied on any oral or written representation, warranty or other assurance (except as provided for and referred to in this Contract) and, subject at all times to condition 10.5.2, waives all rights and remedies which might otherwise be available to it in respect thereof.

17.19. The Contract may be entered into in any number of counterparts and by the Parties on separate counterparts, all of which taken together shall constitute one and the same instrument.

 In this Agreement, unless the context otherwise requires the following words and expressions have the following meanings: 

“Agreement” – This Consultancy Service Agreement including each and every Statement of Works and/or invoice; 

“Business Day” – A day other than a Saturday or Sunday when the main clearing banks in London are open for a full range of business banking transactions; 

“Data Protection Legislation” – the General Data Protection Regulation (EU 2016/679) and any amendment of replacement of it in force in England from time to time; 

“Deliverables” – the outputs from the provision of the Services including those described in Schedule 1 or in any Statement of Works; 

“Intellectual Property Rights” – all patents, rights to inventions, utility models, copyright and related rights, trademarks, trade, business and domain names, rights in goodwill and to sue for passing off, rights in design, rights in computer software, database right, moral rights and other intellectual property rights, in each case whether registered or unregistered and including all applications for and all renewals or extensions of such rights and all similar or equivalent rights or forms of protection in any part of the world; 

“Services” – the services to be provided by the Company as specified in Schedule 1 or in any Statement of Works; 

“Statement of Works” – a statement agreed between the Company and the Client from time to time specifying works to be carried out by and deliverables to be provided by the Company.

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

1.2 The headings in this Agreement are for convenience only and shall not affect its interpretation 

1.3 Any reference to a clause or Schedule shall be construed as a reference to a clause of or schedule to this Agreement unless expressly stated to the contrary. 

1.4 Any reference to a statute or statutory provision is to it as from time to time in force as amended or re-enacted. 

1.5 Use of the word “including” is without prejudice to the generality. 

2. Provision of the Services 

The Company shall provide and perform the Services on the terms and conditions of this Agreement and will do so: 

2.1 in compliance with all applicable laws, regulations, codes of practice and professional standards; 2.2 with reasonable skill and care; 

2.3 in accordance with the terms of this Agreement, including the timescales specified in Schedule 1 or any Statement of Works; 

 2.4 in accordance with good professional practice. 

 3.1 The Company shall use its reasonable endeavours to ensure that the same personnel provide the Services in order to maintain consistency and build a relationship with the Client. 

3.2 The Company shall use its reasonable endeavours to ensure that its personnel comply with the Client’s site regulations when the Company’s personnel are on the Client’s premises. 

3.3 The Client shall not at any time during the term of this Agreement or for a period of 6 months following its expiry or termination employ or solicit for employment or engage on any basis any member of the Company’s personnel (whether employed or engaged on some other basis by the Company). 

3.4 The Client acknowledges the cost to the Company of losing and replacing any such person and the Client agrees that if it breaches the provisions of clause 4.3, the Client shall pay to the Company by way of liquidated damages a sum equal to the greater of (i) £50,000; and (ii) an amount equal to the person’s aggregate annual gross remuneration package. 

4.1 The Client shall provide the Company with such information and access to such facilities and personnel as the Company shall reasonably require in order to provide the Services. 

4.2 The Client shall make such decisions and provide such instructions as the Company shall require and at the time that the Company requires to enable the Company to provide the Services. 

4.3 The Client acknowledges that the Company’s ability to provide the Services and to meet any timeframe agreed for the provision of the Services is dependent on the Client providing that information and access and providing those decisions and instructions at the times required by the Company. 

5.1 Any pre-existing Intellectual Property Rights of either party that are made available for use in connection with the provision of the Services shall remain vested in that party; the other party shall have a licence to use those rights so far as may be necessary to enable that party to provide or to enjoy the benefit of the Services. 

5.2 All Intellectual Property Rights that are created in the course of the provision of the Services and in the Deliverables shall belong to the Company; the Client shall have a royalty free, perpetual licence to use those rights as envisaged by this Agreement to enable the Client to have the benefit of the Services and the Deliverables for use within the Client’s own business. 

5.3 The Company warrants to the Client that the Deliverables will not in any way infringe the Intellectual Property Rights of any other person and the Company will indemnify the Client and keep the Client fully indemnified in respect of any losses, liabilities, demands, actions and claims that the Client might incur or suffer as a result of any breach of this warranty. 

5.4 If the indemnity in clause 6.3 is to be called upon the Client shall: 

 5.4.1 promptly notify the Company in writing of the claim;  

 5.4.2 make no admission or settlement without the Company’s prior written consent; 

 5.4.3 allow the Company to have control over the conduct of the claim including any litigation; and 

 5.4.4 give the Company such assistance and information that the Company reasonably requires. 

5.5 The Company shall have no liability under the indemnity in clause 6.3 where the alleged infringement arises from the Client using the Deliverables in any manner or for any purpose other than those for which they were provided. 

6.1 The Company and the Client may during the course of this Agreement and in connection with the Services obtain information relating to the other party which is not made available generally by that other party (“Confidential Information”). 

6.2 The receiving party shall: 

 6.2.1 keep all Confidential Information confidential and not disclose it to any person (save as required by law); and 

 6.2.2 use the Confidential Information only for the purpose for which it was provided and for no other purpose. 

7.1 Both parties will comply with all applicable requirements of the Data Protection Legislation. This is in addition to, and does not relieve, remove or replace, a party’s obligations under the relevant Data Protection Legislation. 

7.2 The parties acknowledge that for the purposes of the Data Protection Legislation, the Client is the data controller and the Company is the data processor (where “Data Controller” and “Data Processor” have the meanings as defined in the Data Protection Legislation). 

7.3 The Client will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the personal data to the Company for the duration and purposes of this agreement. 

7.4 The Company shall, in relation to any personal data processed in connection with the performance by the Company of its obligations under this agreement: 

 7.4.1 process that personal data only for the purposes of this agreement or on the Client’s written instructions; 

 7.4.2 ensure that it has in place appropriate technical and organisational measures, to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting personal data, ensuring confidentiality, integrity and availability of its systems and services, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it; 

 7.4.3 ensure that all personnel who have access to and/or process personal data are obliged to keep the personal data confidential; and 

 7.4.4 not transfer any personal data outside of the European Economic Area unless the following conditions are fulfilled: 

  7.4.4.1 the Company has provided appropriate safeguards in relation to the transfer; 

  7.4.4.2 the data subject has enforceable rights and effective legal remedies; 

  7.4.4.3 the Company complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any personal data that is transferred; and 

  7.4.4.4 the Company complies with the Client’s reasonable instructions notified to it in advance with respect to the processing of the Personal Data; 

 7.4.5 assist the Client in responding to any request from a data subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators; 

 7.4.6 notify the Client without undue delay on becoming aware of a personal data breach; 

 7.4.7 at the Client’s written direction, delete or return personal data and copies thereof to the Client on termination of this agreement unless required by applicable law to store the personal data; 

 7.4.8 maintain records and information to demonstrate its compliance with these provisions. 

8.1 The Company shall charge and the Client shall pay the amounts set out in accordance the invoice provided. 

8.2 Where the fees are to be calculated on a time and materials basis, the Company may increase those fees on giving not less than one month’s written notice to the Client. 

8.3 Any sums stated in this Agreement (including in the Schedule and in any Statement of Works) are expressed exclusive of VAT and all other taxes which, where applicable, will be added and payable by the Client in addition. 

8.4 The Client shall in addition reimburse the Company for expenses provided they are reasonable and properly incurred. 

 9.1 The Company shall invoice the Client before works are carried out. 

9.2 The Client shall pay all valid and properly submitted invoices not later than 14 days after they are received. 

9.3 If the Client does not pay any invoice by the due date for payment the Company may, without prejudice to any other rights and remedies that it may have: 

 9.3.1 suspend provision of the Services until payment in full including any interest and/or late fees is received; and/or 

 9.3.2 charge a one off administration fee of £20 in addition to interest on the sum outstanding at 4% above the rate set by the Late Payment of Commercial Debts (Interest) Act 1998. 

 9.4 The Client shall pay all invoices in full without any set-off or deduction. 

 9.5 Where the Goods or Services provided are to be delivered in instalments, each delivery shall constitute a separate contract and failure by the Company to deliver any one or more of the instalments in accordance with these conditions or any claim by the Client in respect of any one or more instalment shall not entitle the Client to treat the Contract as a whole as repudiated. 

 This Agreement shall commence on the date stated at the beginning and shall continue in force, subject to early termination in accordance with the next following clause, until terminated by either party giving to the other not less than two months’ notice, such notice to expire at any time. 

Either party may terminate this Agreement forthwith on notice to the other party if that other party: 

 11.1 is in material breach of any of the terms of this Agreement and, where the breach is capable of being remedied, fails to remedy the breach within 20 Business Days of service of notice specifying the breach and requiring it to be remedied; 

 11.2 has a petition granted for its winding up or has a liquidator, administrator, receiver or administrator appointed in respect of it, enters into an arrangement with its creditors or ceases, or threatens to cease, trading. 

12.1 Termination under clause 11 or clause 12 may be in respect of any individual Statement of Works or in respect of this Agreement including all Statements of Works. 

12.2 On termination of this Agreement for any reason and at the end of the provision of the Services, the Company shall return all property, equipment, documentation and other things provided to it by the Client in connection with the provision of the Services. 

12.3 Termination of this Agreement or any Statement of Works shall not affect any right or remedy which has accrued due at the time of termination. 

13.1 Nothing in this Agreement shall limit or exclude the liability of either party for death or personal injury caused by the negligence of that party, its employees, agents or sub contractors. 

13.2 Subject to clause 14.1, the Company shall have no liability to the Client in connection with this Agreement for any loss of profits, loss of revenue, loss of business, loss of contract, loss of goodwill, loss of data or failure to make anticipated savings or any indirect or consequential loss, whether this results from breach of contract, negligence or otherwise. 

13.3 Subject to clauses 14.1 and 14.2 the maximum aggregate liability of the Company to the Client under or in connection with this Agreement and whether resulting from breach of contract, negligence or otherwise shall not exceed the amount payable by the Client under this Agreement in respect of the 12 months fees or £1,000.00 whichever is the lower, prior to the date on which such liability arises. 

14.1 Neither party shall have any liability for any failure to perform or delay in performing any of its obligations under this Agreement if and to the extent that such failure or delay is caused by reasons, circumstances or events beyond the reasonable control of that party. 

14.2 If a party is affected by any circumstance or event of the type described in clause 15.1, that party shall notify the other party as soon as reasonably practicable and the parties shall each use all reasonable endeavours to minimise the impact on the obligations that are affected. 

15.1 This Agreement is personal to the Company and the Client and neither of them shall assign any of their rights under this Agreement without the prior written consent of the other. 

15.2 The Company may sub-contract part or parts of its obligations under this Agreement but shall remain liable for the performance of those parts that have been sub-contracted. 

15.3 The parties do not intend any person who is not a party to this Agreement to have any rights under it whether under the Contracts (Rights of Third Parties) Act 1999 or otherwise. 

This Agreement (together with any Statements of Works) constitutes the complete and exclusive agreement between the parties in respect of the subject matter to which it relates and supersedes all prior correspondence, agreements and understandings. 

17.1 The Company and the Client are each independent contractors and nothing contained in this Agreement shall or shall be capable of creating or constituting between them any partnership or joint venture or any relationship of employment or agency. 

17.2 The Company shall have no authority to incur any liability or expense on behalf of the Client or to make any promise, representation or commitment that might be binding on the Client without the prior written consent of the Client. 

18.1 Any notices that are required under this Agreement shall be in writing and shall be served on the relevant party at its registered office address. 

18.2 Notices may be served by: 

18.2.1 personal delivery, in which case they shall be deemed to be served when delivered; or 

18.2.2 first class pre-paid post, in which case they shall be deemed to be served on the second Business Day after the day of posting. 

If any differences or disputes arise between the Company and the Client in connection with this Agreement, they shall use all reasonable endeavours to resolve them by discussions between themselves, escalating the issues through their respective management structures up to their chief executive officers if necessary. 

20.1 If either party wishes to propose a change to the Services or any other provision of this Agreement, that party shall inform the other party of the proposed change and the parties shall work together to determine whether they are willing and able to agree the terms that are necessary to implement the change. 

20.2 This Agreement may only be varied or any right under this Agreement waived by a written document signed by authorised representatives of both parties. 

20.3 If a party does not on any occasion insist on the strict observance or performance of any rights under or of any provision of this Agreement, that will not amount to a waiver of those rights or that provision. 

21.1 If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. 

21.2 If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. 

21.3 Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of this Agreement. 

This Agreement and everything arising in connection with it, including non-contractual matters, shall be governed by English Law and the parties submit to the exclusive jurisdiction of the courts of England.