CONTRACT TERMS & CONDITIONS
1. CONTRACT DEFINITION
1.1 ‘Application Form’ means the application/order form relating to the provision of the Services in the form provided by PureComms Bristol Ltd (PC) from time to time incorporating these terms and conditions.
1.2 ‘Associated Company’ means any subsidiary or holding company of PC or other associated company as defined by Sections 736 and 736A of the Companies ACT 1985.
1.3 ‘Authorised Person’ means a Director or authorised signatory of PC.
1.4 ‘Account Number’ means the account opened by PC in the name of the Customer upon creation of the Contract and relating to the Services.
1.5 ‘Customer’ means a person, company, body corporate or other entity or association whatsoever or howsoever whose Application Form is accepted by PC and for whom PC has opened an Account Number.
1.6 ‘Contract’ means the contract governed by these terms and conditions made between PC and the Customer created upon acceptance by PC of the Customers Application Form and evidenced by the opening of an Account Number. Subject to Clause 1.17, the Agreement becomes effective when signed by a Director or authorised signatory of PC.
1.7 ‘PC’ means PureComms Bristol Ltd which expression shall, where the contest so requires, include its successors and assigns and any Associated Company thereof.
1.8 ‘PC Equipment’ means any equipment supplied by PC
1.9 ‘Additional Provisions’ means any Terms additional to those outlined within the Terms of this Agreement as evidenced on the Application Form.
1.10 ‘Discount’ means the amount at which any of the Services are provided by PC to the Customer during the Contract at less than the full rate as outlined under Additional Provisions on the Application Form.
1.11 ‘Discount Services’ means any Services provided by PC to the Customer from time to time and not charged for by PC from time to time or charged at a Discount.
1.12 ‘Least Cost Routing Software’ means software installed on a telephone system which automatically enables the routing of calls via different telephone operators.
1.13 “Minimum Term” means the minimum duration of this Contract, which unless otherwise expressly stated on this Application Form shall be 12 months from the date the Customer first starts to receive the Services.
1.14 ‘Services’ means re-routing the Customer’s telecommunications including without limitation all calls, voice, fax and data traffic over the PC Network and any additional Services as outlined on the Application Form and provided under the terms of this Agreement. Services shall be deemed to include Discount Services where appropriate.
1.15 ‘Services Literature’ means PC’s literature specific to the Services and other associated services existing from time to time.
1.16 ‘User’ means the Customer and any individual or company utilising the Services provided to the Customer under the Terms of this Agreement.
1.17 ‘Refusal of Service’ means the non-provision of the Services outlined on the Application Form due to circumstances outside of PC’s control and including, but not limited to, the Customer’s poor credit history. PC reserves the right to make a reasonable administrative charge for service thus far rendered to the Customer in such instances.
2. THE SERVICES
2.1 Services
a) The Customer shall complete, sign and return to PC an Application Form prior to PC agreeing to provide the Services.
b) Where the Customer has Least Cost Routing Software available for use at its premises, PC will, if necessary, and at its sole discretion, reprogram it in order to provide the Services.
c) Where the Customer does not have Least Cost Routing Software available for use at its premises, PC will, if necessary, and at its sole discretion supply, install and connect the Customer to PC Access Equipment in order to provide the Services.
d) PC shall use all the reasonable care and skill of a competent telecommunications provider to provide the Customer with the Services throughout the term of the Contract.
e) PC shall be at liberty, where necessary, to improve, update or upgrade the Services or alter the provision of the Services without any notice to the Customer.
2.2 The Customer undertakes to PC that:
a) For the duration of the Minimum Term it will route all its inbound, non-geographic and outbound calls (including without limitation all its voice, fax and data traffic) via PC on an exclusive basis. For the avoidance of doubt the Customer acknowledges and accepts that during the Minimum Term it shall not use any services offered by a third party which are competitive with or substantially similar to the Services. In the event of any breach by the Customer of this Condition 2.2(a) the terms of Condition 4.12 shall apply;
b) The Services and the PC Network will only be used in accordance with the Contract;
c) Only the Customer and Users shall use the Services and the PC Network and no other person shall be suffered or permitted to use the same;
2.3 Upon the termination of the Contract:
a) no attempt shall be made to make calls via the Services or otherwise to use the PC Network and; (ii) the Customer shall pay in full an amount equal to the Discount for the period any of the Services have been supplied as Discount Services. Such payment to be in accordance with and subject to Condition 4;
b) The Services Literature and any other instructions regarding the use of the Services and the PC Network as may be notified to the Customer by PC from time to time shall be complied with promptly and such literature and instructions shall be deemed to form part of the Contract.
2.4 The Customer agrees that at all times during the term of the Contract it shall:
a) Provide access to all appropriate sites for any Authorised Persons during the Customer’s normal working hours and allow the removal, installation and maintenance of PC Access Equipment;
b) Keep its telecommunications equipment including without limitation the PC Access Equipment in good working order and ensure that the equipment complies with all applicable standards and approvals so as to enable PC to provide the Services;
c) only use and connect those telephones, ducting, cables, sockets and other equipment to the PC Network that have been approved in advance by PC in writing and comply with all the relevant legislation relating to the use of such equipment;
d) Provide all reasonable assistance required by PC to enable it to provide the Services;
e) Inform PC by one month’s prior notice in writing of any premises relocation or change of telephone number(s) on which the Services are registered;
f) Provide a safe working environment for Authorised Persons working on the Customer’s premises;
g) Indemnify PC fully against all losses, liabilities, costs (including without limitation legal costs) and expenses which PC may incur as a result of any breach of the Customer’s obligations under the Contract or misuse of the Services or the PC Network;
h) pay PC (at its then current published rates) for all call-out visits required from PC where PC determines the problem with the Services or the PC Network is not the fault of PC or the PC Access Equipment or the PC Access Equipment has been damaged.
2.4 The Customer undertakes to PC to ensure that the Services and the PC Network are not used:-
a) for the transmission of any material which is intended to be a hoax call to emergency services or is of a defamatory, offensive, abusive, obscene or menacing character; or
b) Fraudulently or in connection with a criminal offence; or
c) Otherwise in a manner which constitutes a violation or infringement of the rights of any other party; or
d) Otherwise than for the purpose of a telecommunications system.
3, PC’S RIGHTS
3.1 PC shall be entitled to alter any access or authorisation number or method of accessing the Services from time to time and may reprogram the Customer’s equipment as a result.
3.2 PC may suspend the Services to the Customer at its sole discretion including but not limited to the following:-
a) In the interests of the quality of the Services or the PC Network;
b) If any credit limit agreed between PC and the Customer from time to time is exceeded;
c) If any term of the Contract is breached (including, without limitation, in the event of a failure to make any payment or provide any deposit required to be made or provided under the Contract);
d) In order to comply with an order, instruction or request of any government, emergency service organisation or other competent authority; or
e) If fraud or attempted fraud is suspected by PC (in its reasonable opinion) in connection with the use of the Services or the PC Network.
f) If in PC’s reasonable opinion it suspects the Customer is offering to resell the Services to any third party.
3.3 PC may collect and store data and information about the Customer and its use of the Services and provide this information to companies affiliated with PC including without limitation any Associated Company and (ii) third parties.
4. CHARGES AND PAYMENTS FOR THE SERVICES
4.1 All sums due to PC under the Contract shall become due on the date of the relevant invoice and are payable within 14 days (including week-ends and bank holidays) of the date of the relevant invoice. Unless otherwise stated, any rental or recurring charges are invoiced monthly in advance and call charges and any ad-hoc maintenance or similar charges are invoiced monthly in arrears which will begin on the date on which the Service becomes operational. Charges will be based on PC’s records
4.2 In the event of any error or omission in a PC invoice for any period, PC may issue a corrective invoice at a later date.
4.3 If the Customer fails to make any payment within the 14 day period following the date of the relevant invoice, without prejudice to its other rights hereunder, PC shall have the right to require the Customer to pay all sums due on demand.
4.4 Time of payment of all sums due to PC under the Contract shall be of the essence.
4.5 PC reserves the right to amend its charges for the Services from time to time.
4.6 PC shall use its best endeavours to bring to the attention of the Customer any variation in prices prior to their implementation.
4.7 PC reserves the right to vary any maintenance charges under the Contract in the event of additions to the Services or PC Equipment and to account for previous maintenance conducted under this Contract. In the event of a call to PureComms outside of normal working hours (Monday – Friday, 8.30am – 5.30pm) a fee of £75 + VAT per call will be added onto your monthly bill, unless covered in your service level contract with PC.
4.8 All tariffs are subject to yearly increases. The increases will be in line with the Consumer Price Index Rate (CPI Rate) plus an additional 3.9% or any additional increase issued by the network. Any existing connections that want to change tariffs will incur a £35 + VAT per connection charge. For the avoidance of doubt, where the actual CPI Rate is zero or negative, the CPI Rate for purposes of this section 4.8 shall be deemed to be zero with the additional 3.9% nonetheless applied.
4.8.1 Where PC is making changes to prices under Condition 4, PC shall not be obliged to provide the Customer with any notice, but will make reasonable efforts to do so.
4.9 Without prejudice to PC’s rights to treat the non-payment as a material breach of the Contract, PC reserves the right to charge interest on outstanding amounts from the due date until payment is received in full at a rate equal to 4% per annum above the Lloyds TSB Bank plc base lending rate as current from time to time whether before or after judgment. Interest shall continue to accrue notwithstanding termination of the Contract for any cause whatsoever and is deemed to accrue on a day to day basis from and including the date for payment under Condition 4.1.
4.10 PC reserves the right to charge for administrative costs incurred by PC in pursuing late payers.
4.11 All sums due to PC under the Contract are subject to Value Added Tax (‘VAT’), and any other applicable taxes, levies or charges which may from time to time be introduced.
4.12 The Customer shall be liable for all charges arising from use of the Services by any person utilising the Customer’s registered Services telephone number(s) (with or without Customer’s authorisation) until such time as the Customer has notified PC of any unauthorised use of the Service. Such notice should be sent by the Customer to PC in writing by 1st Class Recorded Delivery. The Customer must retain the relevant receipt as proof.
4.13 PC shall be entitled to charge an additional monthly administrative fee of £200.00, if the Customer procures carrier services from a third-party where PC are providing lease line Services.
4.14 Details of the Contract and the conduct of the Account will be registered with a licensed Credit Reference Agency. Information thus registered may be used to help make credit decisions or, fraud prevention or the tracing of debtors.
4.15 In the event of the Customer obtaining any services from a third party which are competitive with or substantially similar to the Services during the Minimum Term or if there has been a material breach of the Contract, the Customer accepts that PC shall be entitled to invoice the Customer during each month of the remainder of the Minimum Term an amount equal to either:
a) The average of the monthly amounts invoiced by PC to the Customer prior to the breach by the Customer of Condition 2.2(a); or
b) The actual amount payable by the Customer for the Services during such month (whichever is the higher).
4.16 It is the Customers responsibility to review their bills and notify PC of any errors. PC will only issue a credit note when an error has been notified within 3 months from when the bill was issued. PC will not back date charges over 3 months old.
5. PC ACCESS EQUIPMENT
5.1 The Customer shall provide without charge or cost to PC appropriate equipment space, ducting, environment and continuous stable electrical power to install and maintain the PC Access Equipment at its premises and to enable PC to provide the Services.
5.2 It is deemed that title to any PC Access Equipment shall remain with PC and whilst the PC Access Equipment is on the Customer’s premises, the Customer shall ensure that it is kept safe, secure and fully insured and is not interfered with by any person.
5.3 Upon termination of the Contract, the Customer will ensure that PC is allowed prompt access to all relevant premises to remove the PC Access Equipment.
5.4 On termination of this Agreement, the Customer must return all PC Access Equipment supplied by PC within 14 days and in good working order. If the Customer fails in this respect, they will be liable for any costs PC incur in recovering the Equipment. If PC are prevented from recovering the Equipment, or if the Customer fails to return it to PC, the customer will be liable to pay to PC on demand a reasonable sum commensurate with the value of the Equipment.
6. TERMINATION
6.1 Subject to Condition 6.2, the Contract shall continue for the Minimum Term and, thereafter:
6.1.1 if the Customer is a consumer or employs less than 10 employees (a “Specified Customer”) and the Services to be provided by PC are (i) fixed line telephone services and/or (ii) fixed broadband services (each a “Fixed Service”) then the Contract in relation to such Fixed Service shall automatically terminate at the end of the Minimum Term and the parties shall be entitled to enter into a new Contract in relation to such Fixed Services; or
6.1.2 if the Customer is not a Specified Customer or the Service to be provided by PC under the Contract is not a Fixed Service then the Contract in relation to such Services (other than Fixed Services) shall automatically renew for consecutive 12 month periods (each a “Renewal Period”) until terminated by either party in accordance with the terms of this Contract.
6.2 Where PC are exclusively providing maintenance Services, such Services shall automatically renew for consecutive 12 month periods until terminated by either party on giving 45 days written notice of their intention to terminate.
6.3 This Contract may be terminated by either party upon giving the other party 90 days’ prior written notice, such notice to take effect at the end of the Minimum Term or a Renewal Period as the case may be.
6.4 PC (without prejudice to its other rights) may terminate the Contract forthwith in the event that:
a) the Customer fails to make any payment when it becomes due to PC or shall default in due performance or observance of any obligation under the Contract or any other contract with PC or an Associated Company and (in the case of remedial breach) fails to remedy the breach within a reasonable time specified by PC in its written notice so to do; or
b) an interim order is made, or a voluntary arrangement approved, or if a petition for a bankruptcy order is presented or a bankruptcy order is made against the Customer or if any circumstances arise which entitle the court or a creditor to appoint a receiver, administrative receiver or administrator or to present a winding-up petition or make a winding-up order.
6.5 The terms of this Contract shall continue to bind the parties hereto to such extent and for so long as may be necessary to give effect to the rights and obligations embodied in it including without limitation Conditions 2.2, 4, 7 and 8.
6.6 If the Contract is terminated by either party hereto, the Customer shall:
a) Pay to PC all arrears of charges, Termination fees and any interest payable under the Contract and;
b) return to PC all equipment owned or provided by PC and/or allow PC or its Agent access forthwith to the Customer’s premises for the removal of any PC Access Equipment and pay any reasonable charges PC may have incurred in so doing;
c) Undertake and comply with the provisions of Condition 2.2(d); and
d) Cease being provided the Services and have no right to use the same.
6.7 If the contract is terminated by either party a cancellation/ migration charge of £60 + VAT per number will be incurred upon ceasing or moving any IP services, a £15 + VAT cancellation/migration charge for all PSTN lines and a £50 + VAT cancellation/migration charge per mobile sim if ceased within 24 months of connection, after the minimum term of the contract the disconnection/migration fee is reduced to £10 + VAT per sim. Other charges may be applicable as per your contract.
6.8 If the contract is terminated by either party a cancellation/ migration charge of £65 + VAT per Broadband service will be incurred, either during or after the minimum term of the contract. Other charges may be applicable as per your contract.
6.9 If the Contract is terminated early by the Customer, the Customer shall:
a) Pay to PC the Average Revenue Per User (ARPU) that would have accrued if the Contract were not terminated. The Customer acknowledges that this payment is reasonable and proportionate to protect PC’s interests in performing this Contract.
7. CONFIDENTIALITY
7.1 The Customer and any User shall at all times keep confidential the terms of this Contract and all matters relating to the Services, and shall not disclose the same to any third party without the prior written consent of PC.
7.2 The confidentiality obligations set out in Condition 7.1 shall survive the termination of the Contract.
7.3 Nothing in the Agreement shall prevent PC disclosing any of the Customer’s confidential information to a Service Provider’s employees, sub-contractors, advisers and other consultants on a ‘need to know’ basis provided those persons are aware of the confidential nature of the information.
8. LIMITATION OF LIABILITY
8.1 The following provisions set out PC’s entire liability (including any liability for the acts and omissions of its directors, officers, employees, agents or sub-contractors) to the Customer in respect of:
(a) Any breach of its contractual obligations arising under this Contract; and
(b) Any representation statement or tortuous act or omission including negligence arising under or in connection with this Contract.
8.2 Any act or omission on the part of PC or their directors, officers, employee’s agents or sub-contractors falling within Condition 8.1 shall for the purposes of this Condition 8 be known as an “Event of Default”.
8.3 PC’s liability to the Customer for the tort of deceit and for death or injury resulting from their own or that of their directors, officers’, employees’, agents’ or sub-contractors’ negligence shall not be limited.
8.4 Subject to the provisions of condition 8.3, PC’s entire liability in respect of any event of default shall be limited to damages not exceeding the sums paid by the customer to PC for the services pursuant to this Agreement in the preceding twelve month period in the case of a single event of default and twice the sums paid by the customer to PC for the services pursuant to this Agreement in the preceding twelve month period in the case of all events of default or series of connected events of default occurring in any twelve month period.
8.5 Subject to Condition 8.3, PC shall not be liable to the Customer in respect of any Event of Default for loss of profits, goodwill, contracts, opportunity or any other type of special, indirect or consequential loss whatsoever or howsoever even if such loss was reasonably foreseeable or PC had been advised of the possibility of the Customer incurring the same.
8.6 If a number of Events of Default give rise substantially to the same loss then they shall be regarded as giving rise to only one claim under the Contract.
8.7 Except in the case of an Event of Default arising under Condition 8.3, PC shall have no liability to the Customer in respect of any Event of Default unless the Customer shall have served notice of the same upon PC within six months of the date the Customer became aware of the circumstances giving rise to the Event of Default or the date when it ought reasonably to have become so aware.
8.8 PC shall not be responsible for complying with statutory regulations, or local by-laws, or the fulfilment of any special regulations affecting the Customer.
8.9 Save as set out in Condition 8.3, PC shall have no liability under this Contract of the acts and omissions of other public telecommunication operators or the breakdown total or partial of the PC Network or any other network.
8.10 To the extent that all or any part of the Services are faulty, unavailable or interrupted, the Customers sole and exclusive remedy shall be to be compensation in accordance with compensation schemes that may be introduced from time to time by PC.
8.11 PC shall not be liable for faults in the Customer’s telecommunications equipment which result in PC being unable to provide the Services.
8.12 Dates and terms for provisions of the Services shall be estimates only and no liability shall accrue to PC for failure to meet any such dates or times. PC will not be held responsible for any loss due to programming errors or omissions made by any person.
8.13 In the event of any failure in the Services, PC shall not be liable to the Customer for any charges incurred by the Customer should it direct its Services to another carrier.
8.14 PC reserves the right not to provide the Services due to any technical limitation in the Customer’s telephone system, telephone exchange or PC Access Equipment.
8.15 The obligations set out in this Condition 8 as to limitations of liability shall remain in full force and effect notwithstanding the expiration or any termination of this Contract for any reason whatsoever.
8.16 PC will only issue a credit note when an error has been notified within 3 months from when the bill was issued. PC will not back date charges over 3 months old.
9. DEPOSIT
9.1 PC may at any time before or after the provision of the Services require payment by the Customer in a manner specified by PC of a sum to be held by way of a deposit as and against any charges arising from use of the Services by the Customer and PC shall be entitled to offset such deposit against any sums due under this Contract from time to time including interest due or owing to PC pursuant to Condition 4.7.
9.2 Any deposit held by PC will not accrue interest whatsoever although any deposit (or part thereof) which is held by PC for over one year and which is subsequently repaid to the Customer may, at PC’s discretion, attract interest at an amount determined by PC.
10. DATA
10.1 In this clause:
10.1.1 Controller, Data Subject, Personal Data, Processor and processing shall have the respective meanings given to them in applicable Data Protection Laws from time to time (and related expressions, including process, processed, processing, and processes shall be construed accordingly) and international organisation and Personal Data Breach shall have the respective meanings given to them in the GDPR;
10.1.2 Data Protection Laws means, as binding on either party or the Services:
- the Directive 95/46/EC (Data Protection Directive) and/or Data Protection Act 1998 or the GDPR;
- any laws which implement any such laws; and
- Any laws that replace, extend, re-enact, consolidate or amend any of the foregoing.
10.2 GDPR means the General Data Protection Regulation (EU) 2016/679;
10.2.1 Protected Data means Personal Data received from or on behalf of the Customer in connection with the performance of PC’s obligations under this Agreement; and
10.2.2 Sub-Processor means any agent, subcontractor or other third party (excluding its employees) engaged by PC for carrying out any processing activities on behalf of the Customer in respect of the Protected Data.
Compliance with Data Protection Laws
10.3 The parties agree that the Customer is a Controller and that PC is a Processor for the purposes of processing Protected Data pursuant to this Agreement. The Customer shall at all times comply with all Data Protection Laws in connection with the processing of Protected Data. The Customer shall ensure all instructions given by it to PC in respect of Protected Data (including the terms of this Agreement) shall at all times be in accordance with Data Protection Laws.
10.4 PC shall process Protected Data in compliance with the obligations placed on it under Data Protection Laws and the terms of this Contract.
Instructions
10.5 PC shall:
10.5.1 only process (and shall ensure PC personnel only process) the Protected Data in accordance with this Agreement (and not otherwise unless alternative processing instructions are agreed between the parties in writing) except where otherwise required by applicable law (and shall inform the Customer of that legal requirement before processing, unless applicable law prevents it doing so on important grounds of public interest); and
10.5.2 If PC believes that any instruction received by it from the Customer is likely to infringe the Data Protection Laws it shall promptly inform the Customer and be entitled to cease to provide the relevant Services until the parties have agreed appropriate amended instructions which are not infringing.
Security
10.6 Taking into account the state of technical development and the nature of processing, PC shall implement and maintain the technical and organisational measures to protect the Protected Data against accidental, unauthorised or unlawful destruction, loss, alteration, disclosure or access.
Sub-processing and personnel
10.7 PC shall:
10.7.1 not permit any processing of Protected Data by any agent, subcontractor or other third party (except its or its Sub-Processors’ own employees in the course of their employment that are subject to an enforceable obligation of confidence with regards to the Protected Data) without the prior written authorisation of the Customer;
10.7.2 prior to the relevant Sub-Processor carrying out any processing activities in respect of the Protected Data, appoint each Sub-Processor under a written contract containing materially the same obligations as under this clause 10 that is enforceable by PC and ensure each such Sub-Processor complies with all such obligations;
10.7.3 remain fully liable to the Customer under this Agreement for all the acts and omissions of each Sub-Processor as if they were its own; and
10.7.4 ensure that all persons authorised by PC or any Sub-Processor to process Protected Data are subject to a binding written contractual obligation to keep the Protected Data confidential.
Assistance
10.8 PC shall (at the Customer’s cost):
10.8.1 assist the Customer in ensuring compliance with the Customer’s obligations pursuant to Articles 32 to 36 of the GDPR (and any similar obligations under applicable Data Protection Laws) taking into account the nature of the processing and the information available to PC; and
10.8.2 taking into account the nature of the processing, assist the Customer (by appropriate technical and organisational measures), insofar as this is possible, for the fulfilment of the Customer’s obligations to respond to requests for exercising the Data Subjects’ rights under Chapter III of the GDPR (and any similar obligations under applicable Data Protection Laws) in respect of any Protected Data.
International transfers
10.9 PC shall not process and/or transfer, or otherwise directly or indirectly disclose, any Protected Data in or to countries outside the United Kingdom or to any international organisation without the prior written consent of the Customer.
Audits and processing
10.10 PC shall, in accordance with Data Protection Laws, make available to the Customer such information that is in its possession or control as is necessary to demonstrate PC’s compliance with the obligations placed on it under this clause 10 and to demonstrate compliance with the obligations on each party imposed by Article 28 of the GDPR (and under any equivalent Data Protection Laws equivalent to that Article 28), and allow for and contribute to audits, including inspections, by the Customer (or another auditor mandated by the Customer) for this purpose (subject to a maximum of 1 audit request in any 12 month period under this clause 10.10).
Breach
10.11 PC shall notify the Customer without undue delay and in writing on becoming aware of any Personal Data Breach in respect of any Protected Data.
Deletion/return
10.12 On the end of the provision of the Services relating to the processing of Protected Data, at the Customer’s cost and the Customer’s option, PC shall either return all of the Protected Data to the Customer or securely dispose of the Protected Data (and thereafter promptly delete all existing copies of it) except to the extent that any applicable law requires PC to store such Protected Data. This Condition 10 shall survive termination or expiry of this Agreement.
11. VARIATION
11.1 With the exception of changes contemplated by this Condition 11, any amendment or variation to the Contract shall be in writing and executed by both PC and the Customer.
11.2 Further to Condition 4.8, PC shall be entitled to vary this Contract (including changing or introducing new charges or changing or withdrawing some or all of the Services):
11.2.1 where required to comply with any applicable laws or regulations;
11.2.2 due to a change in PC’s, or a third party provider’s charges); or
11.2.3 where PC reasonably determines the change is needed to maintain or improve quality of the Services.
11.3 If a variation to this Contract under Conditions 11.2.2 or 11.2.3 is materially detrimental to the Customer (in the case of charges, any increase shall be measured on a cumulative basis per calendar year), the Customer shall be entitled to terminate the effect part of this Contract by giving written notice, within 30 days of being notified of the change, such notice to be effective only if PC cannot resolve the concern to the Customer’s reasonable satisfaction within 30 days of receipt of the termination notice in question. For the purposes of this Condition 11.3, an increase to the Customer’s overall monthly invoice of more than 10% (excluding any annual increase as provided for under Condition 4.8) in a 12 month period, shall amount to a material detriment. Where roaming charges are increased (excluding any increase in the CPI Rate plus an additional 3.9% as per Condition 4.8), the Customer will not be considered to be at a material detriment if they have not visited any such country within the preceding 12 months. The Customer shall not be entitled to any compensation as a result of exercising its rights under this Condition 11.3.
11.4 Where PC makes a variation to the Services under Condition 11.2.1, PC shall not be obliged to provide the Customer with any notice, but will make reasonable efforts to do so.
11.5 Where PC makes a variation to the Services under Conditions 11.2.2 or 11.2.3:
11.5.1 where such variation (in PC’s reasonable opinion) is materially detrimental to the Customer and the Customer regularly uses the relevant part of the Services that are being affected by such variation, PC shall provide the Customer with as much advance notice as is reasonably practicable but, in any event, no less that 30 days’ notice prior to PC implementing the variation; or
11.5.2 where such variation (in PC’s reasonable opinion) is not materially detrimental to the Customer, or where the Customer does not regularly use the relevant part of the Services that are being affected by such variation, PC may update or withdraw its Services without notice of such variation.
12. ASSIGNMENT
12.1 The Customer shall not assign, transfer, sub-contract, delegate or otherwise deal with all or any of its rights under the Contract.
12.2 PC shall have the right to assign or otherwise transfer, sub-contract, delegate all or any of its rights and obligations hereunder to an Associated Company or other person.
13. FORCE MAJEURE
Neither PC or the Customer shall be liable to the other for any loss or damage which may be suffered by the other party due to any cause beyond the first party’s reasonable control including without limitation any act of God, inclement weather, failure or shortage of power supply, flood, drought, lightning or fire, strike, lock-out, trade dispute or labour disturbance, the act or omission of Government. highway authorities, public telecommunication operators or other competent authority, war, military operations, or riot, difficulty, delay or failure in manufacture, production or supply by third parties of the Services or any part thereof.
14. NO WAIVER
Failure by either PC or the Customer to exercise or enforce any right conferred by this Contract shall not be deemed to be a waiver of any such right nor operate so as to bar the exercise or enforcement thereof or of any other right on any later occasion.
15. ENTIRE CONTRACT
The Contract represents the entire understanding between the parties in relation to the subject matter of the Contract and supersedes all other agreements and representations made by either party, whether oral or written.
16. SERVICE OF NOTICE
14.1 All notice to PC herein provided shall be sent by the Customer in writing by 1st Class Recorded Delivery post and the Customer must retain the relevant receipt as proof.
17. GENERAL
17.1 Reference to any statute or statutory provision includes a reference to that statute or statutory provision us from time to time amended, extended or re-enacted, with or without amendment.
17.2 Unless there is something inconsistent in the subject or contest, words denoting the singular number only include the plural and vice versa; words denoting one gender only include the other genders.
17.3 Unless the context otherwise requires, a reference to a Condition is to a condition of the Contract.
17.4 The headings in the Contract are inserted for convenience only and do not affect its interpretation.
17.5 If any provision of the Contract is held invalid, illegal or unenforceable for any reason, such provision shall be severed and the remainder of the provisions hereof shall continue in full force and effect as if the Contract had been entered into with the invalid provision eliminated.
17.6 A person who is not a party to this Contract has no right under the Contracts (Rights of Third parties) ACT 1999 to enforce any provisions of this Contract.
18. GOVERNING LAW
The Contract shall be governed, construed and interpreted is accordance with English law and the parties submit to the exclusive jurisdiction of the English courts as regards any claim, matter or dispute arising out of or relating to the Contract or any document entered into pursuant to the Contract.
