Ecotalk business terms and conditions

Ecotalk B2B Terms and Conditions

1. Definitions

The following definitions and rules of interpretation apply to the Agreement:

Applicable Data Protection Laws: all Applicable Laws relating to the protection of personal data and the privacy of individuals, including the UK GDPR, the Data Protection Act 2018 and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426)

Authorised User: means an individual permitted to use a SIM Card as agreed between the Supplier and Customer from time to time

Agreement: means the binding agreement entered into by the Customer and Supplier that comprises the Terms and an Order Form

Applicable Laws: all applicable laws, statutes, regulations and codes from time to time in force including but not limited to the Communications Act 2003 and OFCOM’s General Conditions of Entitlement and Investigatory Powers Act 2016

Business Day: a day, other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.

Business Hours: the period from 9.00 am to 5.00 pm on any Business Day.

Change: a change to the scope, nature, volume or execution of the Available Services or Services under this agreement.

Contract: means the agreement between the Customer and the Supplier for the provision of the Services incorporating these Conditions and the Order Form;

Connection Date: means the date on which a SIM is activated and connected to the Network.

Charges: the fees payable for the Services, as described in each Order Form

Conditions: The terms and conditions contained herein as amended from time to time

Confidential Information: all information (however recorded or preserved) that one party (discloser) discloses or makes available to the other party (recipient) in connection with this agreement and which would be regarded as confidential by a reasonable business person. It includes but is not limited to a party’s financial data business data, products, processes, trade secrets or know-how. It does not include information that:

(a ) is or becomes generally available to the public (other than as a result of the recipient's breach);

(b) was available to the recipient on a non-confidential basis before disclosure by the discloser;

(c) was, is or becomes available to the recipient on a non-confidential basis from a person who, to the recipient's knowledge, is not bound by a confidentiality agreement with the discloser or otherwise prohibited from disclosing the information to the recipient;

(d) is developed by or for the recipient independently of the information disclosed by the discloser; or

(e) the parties agree in writing is not confidential or may be disclosed.

Customer Materials: all documents, information, software, items and materials in any form (whether owned by the Customer or a third party), which are provided by the Customer to the Supplier in connection with the Services

Effective Date: means the Connection Date

Extended Term: has the meaning set out clause 2.2

General Conditions: Ofcom's General Conditions of Entitlement made under sections 45 to 52 of the Communications Act 2003, as amended from time to time.

Intellectual Property Rights: patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how [and trade secrets]) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted renewals or extensions of, or to claim priority from, those rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

Losses: all liabilities, damages, losses (including loss of profits, loss of business, loss of reputation, loss of savings and loss of opportunity), fines, awards, expenses and costs (including all interest, penalties, legal costs (calculated on a full indemnity basis) and reasonable professional costs and expenses).

Minimum Term: the fixed period during which the Supplier will provide the Services set out on the Order Form and beginning on the Connection Date

Network: means the third-party telecommunications network over which the Services are provided;

Network Operator: means the operator of the relevant Network to which the Sum Card is connected;

Ofcom: means the Office of Communications and any successor body;

Out of Bundle Rates: the charges payable if the Customer exceeds their Tariff Allowance

Order Form: means the order form which sets out the Services to be provided by the Supplier and which incorporates these Conditions;

Services: means the mobile telecommunication services including telephone calls, voice and text messaging provided by the Supplier as set out in an Order Form.

Personal Data: any personal data which the Supplier receives from the Customer, or otherwise collects, in connection with the performance of this agreement and processes in the capacity of a controller

Privacy Regulations: the Privacy and Electronic Communications (EC Directive) Regulations 2003 (SI 2003/2426).

Qualifying End-User: a Customer which is an individual acting other than for business purposes, a business for which no more than 10 individuals work, or a not-for-profit body for which no more than 10 individuals work, within the meaning of section 51(9) of the Communications Act 2003.

Supplier: means Ecotalk Limited whose company number is 07442414 and whose registered office address is Lion House, Rowcroft, Stroud, England, GL5 3BY

SIM Card: means a subscriber identity module supplied by the Network Operator containing data enabling use of certain Equipment on the Network;

Supplier Equipment: any equipment, including but not limited to SIM Cards, hardware, tools, systems, cabling or devices, owned by the Supplier that is used in the supply of the Services, including any items specified in an Order Form including but not limited to SIM Cards

Tariff Allowance: the specific number of minutes, texts and volume of data provided by the Supplier as set out in the Order Form

Third Party Equipment: all documents, information, software, items and other materials in any form belonging to a third party which the Supplier uses in connection with the Services including but not limited to SIM Cards

Third Party Provider: a third party that is sub-contracted by the Supplier to provide the Services and or that supplies Third Party Equipment

Term: the Minimum Term and any Rolling Term

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

VAT: value added tax or any equivalent tax chargeable in the UK or elsewhere

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

1.1 Unless the context otherwise requires, words in the singular include the plural and in the plural include the singular.

1.2 Unless expressly provided otherwise in this agreement, a reference to legislation or a legislative provision:

( ) is a reference to it as amended, extended or re-enacted from time to time; and

(a) includes all subordinate legislation made from time to time under that legislation or legislative provision.

1.3 A reference to writing or written excludes fax but not email.

1.4 Any obligation on a party not to do something includes an obligation not to allow that thing to be done.

1.5 Any words following the terms including, include, in particular, for example or any similar expression shall be interpreted as illustrative and shall not limit the sense of the words preceding those terms.

2. Term

2.0 The Supplier shall provide the Services from the Connection Date (the Effective Date) for the Term unless terminated earlier by the Supplier in accordance with these Conditions

2.1 On expiry of the Minimum Term the Agreement shall continue on a rolling monthly basis (Rolling Term) unless either party gives at least 30 days' notice. The Customer may terminate at any time after the Minimum Term on 30 days' notice without penalty. The Supplier shall notify Customer that qualifies as a Qualifying End User before the end of the Minimum Term of the date the Minimum Term ends and of the Customer's right to terminate.

3. Order Form

3.0 These Conditions together with an Order Form for Services constitute the Agreement between the Supplier and the Customer. In the event of any conflict or inconsistency the Order Form will take precedence over these Conditions.

3.1 Each Order Form shall be agreed in the following manner:

(a) the Customer shall request that the Supplier provide any or all of the Services and provide the Supplier with as much information as the Supplier reasonably requests to prepare a draft Order Form for the Services requested;

(b) following receipt of the information requested from the Customer, the Supplier shall, as soon as reasonably practicable either:

(d) provide the Customer with a draft Order Form

(e) For a Qualifying End-User the Order From shall be accompanied by a summary of the principal Services (Contract Summary), the Charges, the Minimum Term, the conditions for renewal and termination, and how to complain. Where there is any inconsistency between that contract information and these Conditions, the position more favourable to the Customer shall prevail to the extent required by the General Conditions.

(f) If the Supplier provides the Customer with a draft Order Form the Customer may sign the Order Form which shall constitute an offer to purchase the Services.

3.2 A binding Agreement shall be formed between the Supplier and the Customer;

(a) when an authorised representative of the Supplier signs the Order Form or in the absence of that, the Supplier commences provision of the Services; and

(b) the credit status of the Customer is satisfactory to the Supplier (in the Supplier’s sole and absolute discretion)

3.3 The Customer and the Supplier may, from time to time, execute Order Forms. Each Order Form will refer to and be subject to these Conditions

3.4 Once an Order Form has been agreed and signed by the parties, no amendment shall be made to it unless agreed in writing by authorised representatives of the parties

3.5 The terms of an Order Form only apply to the Services performed under that Order Form and not to Services performed under any other Order Form

4. Supplier Services

4.0 In consideration of the Customer’s payment of the Charges, the Supplier shall use reasonable endeavours to provide the Services to the Customer.

4.1 Any performance dates specified in an Order From provided by the Supplier shall be estimates only and the right to make time of the essence shall be excluded

4.2 The Customer acknowledges and agrees that it is technically impracticable to provide the Services fault free or on an uninterrupted basis, and neither the Supplier nor any Network Operator undertakes to do so.The Supplier shall, however, perform the Services with reasonable care and skill and shall use reasonable endeavours to restore the Services promptly following an interruption.

4.3 The Suppler shall obtain and maintain all licences, consents and permissions in accordance with Applicable Law needed to supply the Services in accordance with this agreement, excluding any licences, consents and permissions that the Customer is responsible for obtaining or maintaining under this Agreement or should reasonably be responsible for obtaining and maintaining.

4.4 The following non-exhaustive list of technical limitations and restrictions may affect certain parts of the Services and the Supplier will not be liable to the Customer for any failure to notify of the same (except notice shall be provided to the extent commercially practicable), nor for the Supplier’s inability to supply the Services (or any part of them) as a result of the occurrence of any such circumstance:

(a) technical limitations within a Network, which may affect a part of the Services or the interoperability between certain parts of the Services;

(b) there may be technical or geographical limitations that inhibit or prevent provision of the Services or part of them in the Customer’s area;

(d) any change in Applicable Law

4.5 The Supplier shall be entitled to upgrade, replace or improve elements of the Service where required including as required by Network Operator, technology change or Applicable Law.

4.6 Where a material change to the Services materially adversely affects the Customer's use of the Services, the Supplier will provide such notice or rights as are required by applicable law or, where no requirement is stipulated, as determined by the Supplier.

4.7 The Supplier shall to the extent supported by the Network Operator, provide the Customer and its Authorised Users with access without charge to emergency call services (including 999 and 112). The Customer acknowledges that access to emergency services over the Services depends on network availability and power and may be unavailable during a network or power failure, and shall inform its Authorised Users accordingly.

5. Credit Checks

5.1 At any time whether before or during the term of the Agreement, the Supplier may undertake searches with credit reference agencies relating to the creditworthiness of the customer, to ensure the Customer does not pose a financial risk.

5.2 The Customer shall promptly provide 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.

5.3 The Supplier may, at its sole discretion;

(a) reject any application for the Services if the Customer’s credit status or information provided by the Customer is unsatisfactory

(b) impose further terms on the Customer including any parent company guarantee or directors guarantee to mitigate any risk

6. SIM Cards

6.1 The Supplier agrees to provide the quantity of SIMs stated in the Order Form for the duration of the Minimum Term (the Minimum SIM Commitment).

6.2 The Customer shall remain liable for the Charges in respect of the Minimum SIM Commitment regardless of whether the Services are suspended

6.3 The Customer shall pay the cost of delivering the SIM Cards to the delivery address stated on the Order Form

6.4 The Customer may request additional SIMs during the Term via the Customer’s online account . Each additional SIM Card shall form part of the Minimum SIM Commitment. The Customer shall be charged the prevailing rate for such additional SIM Cards from the date the SIM is activated until expiry or termination of the Contract.

6.5 The Supplier may at its discretion replace a lost, stolen or damaged SIM Card the cost of which shall be charged to the Customer.

7. Customer responsibilities

7.0 The Customer shall:

(a) co-operate with the Supplier in all matters relating to the Services including any instructions for ensuring security of the Services;

(b) provide the Supplier, in a timely manner, with all information and materials reasonably required by the Supplier to provide the Services, including the items specified in an Order Form, and ensure that they are accurate and complete;

(d) Ensure security and confidentiality of account credentials received from the Supplier or generated by the Customer

(e) provide any Customer Materials specified in the Order Form by the dates and in the manner prescribed in that Order Form

(f) ensure that all the Customer Materials are in good working order (if applicable) and suitable for the purposes for which it is used in relation to the Services and complies with Applicable Law;

(g) obtain and maintain all licences, consents and permissions that are necessary to enable the Supplier to provide the Services, including all licences, consents and permissions:

(i) needed to allow the Supplier to use the Customer Materials in connection with the performance of the Services; or

(ii) otherwise stated as being the Customer's responsibility in the Order Form;

(h) maintain in good condition any Supplier Equipment or Third Party Equipment in the Customer's possession or control and in accordance with the Supplier's instructions from time to time and shall not dispose of or use the Supplier Equipment and Third Party Equipment other than in accordance with the Supplier's written instructions or authorisation;

(i) respond promptly to any reasonable requests from the Supplier for instructions or approvals required to provide the Services

(j) comply with any additional obligations of the Customer set out in the relevant Order Form.

7.2 The Customer shall not;

(a) use the Services for fraudulent, unlawful, abusive, threatening or harmful purposes;

(b) resell or redistribute the Services

(d) introduce any virus or malware to the Supplier’s network systems or compromise Network security

(e) circumvent usage limits or security controls;

(f) interfere with, damage or lose any Supplier Equipment or Third Party Equipment

(g) use the Services in a manner that could reasonably cause damage to the Supplier, Network Operator or another customer

(h) use the Services for anything other than for business purposes

7.3 The Supplier may monitor usage patterns to the extent reasonably necessary to detect fraud, abuse, network misuse or security threats

7.4 The Customer shall notify the Supplier immediately of any breach or suspected breach of this clause 7

7.5 The Customer warrants that it is entering into this Agreement wholly or mainly for purposes relating to its trade, business, craft or profession and is not a "consumer". If and to the extent any Customer is nonetheless a consumer, nothing in this Agreement excludes or limits any right or remedy that cannot lawfully be excluded or limited as against a consumer.

8. Suspension

The Supplier may suspend in whole or part any of the Services with immediate effect if one or more until further notice and without liability to the Customer if the following occur:

(a) any breach or breach reasonably suspected by the Supplier of clause 6 by the Customer

(b) the Network and other infrastructure in place supporting the Services fails or if modification or maintenance work is being carried out in respect of the same

(d) the Supplier does not receive full payment of any Charges due pursuant to the Agreement in accordance with the payment terms set out in clause 9;

(e) the Customer is otherwise in material breach of the terms of the Agreement; or

(f) compliance with any order of government or competent authority

(g) in relation to SIM Card(s) if it suspects that they have been interfered with in any way which could render billing information inaccurate.

8.2 If the Services are suspended pursuant to clause 8.1 (c) for more than three (3) consecutive days, the Supplier shall suspend the Charges for the period of unavailability.

8.3 Subject to clause 8.2, during the period of suspension the Customer shall remain liable for the Charges

8.4 The Customer shall reimburse the Supplier for all reasonable costs and expenses incurred arising from the Supplier's right to suspend under clause 8.1 except where clause 8.1 (b) and clause 8.1 (f) apply

8.5 The Supplier shall where lawful and commercially practicable provide notice of any suspension exercised pursuant to clause 8.1.

9. Charges and payment

9.0 In consideration of the provision of the Services by the Supplier, the Customer shall pay the Charges as set out in the Order Form

9.1 The Supplier shall issue invoices for Charges at the beginning of each month. . The Customer shall pay each invoice by direct debit within fourteen days of the date of the invoice. Each invoice shall comprise;

(a) Charges payable for the Tariff Allowance

(b) Charges for any use that exceeds the Tariff Allowance at the prevailing Out of Bundle Rates

9.2 Any additional costs incurred by the Supplier shall be charged to the Customer in arrears. The Supplier shall issue an invoice at the end of a month for such costs that shall include but not be limited to the replacement of any lost, damaged, destroyed or stolen SIM Cards

9.3 Unless any other method of payment is agreed with us in writing, the Charges shall be paid by direct debit

9.4 In the event an invoice is not paid by the due date, the Supplier is entitled to charge the Customer all costs incurred in pursuance of any debt owed to it by the Customer.

9.5 Any increase in the Charges during the Minimum Term of a Customer who is a Qualifying End-User shall be set out in the Order Form and Contract Summary referred to at clause 3.2, together with the date the increase takes effect. For all other Customers, the Supplier may inc [WP3] rease the Charges on an annual basis with effect from each anniversary of the Connection Date to reflect the percentage increase in the Consumer Price Index in the previous 12-month period. The Supplier shall give the Customer not less than one months' prior notice of each increase in Charges.

9.6 Without prejudice to any other right or remedy that the Supplier may have, if the Customer fails to pay the Supplier any sum due under this Agreement on the due date:

(a) the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment on any overdue sum from the due date until payment, whether before or after judgment, at the rate and on the terms provided by the Late Payment of Commercial Debts (Interest) Act 1998, together with the fixed sum and reasonable recovery costs provided by that Act. The parties agree that this clause provides a substantial remedy for late payment.

(b) the Supplier may suspend all or part of the Services until payment has been made in full.

9.7 All undisputed sums payable to the Supplier under this agreement:

(a) are exclusive of VAT, and the Customer shall, in addition, pay an amount equal to any VAT chargeable on those sums on delivery of a VAT invoice; and

(b) shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

9.8 In the event that any invoice that the Supplier sends to the Customer contains an error (howsoever arising) such that the Customer is invoiced less or more than they owe, then the Supplier may issue the Customer with a further invoice for the difference between the erroneous amount invoiced and the amount that ought to have been invoiced had the error not been made, and the Customer agrees to pay any such invoice on demand.

9.9 If the Agreement or an Order Form is terminated before the end of the Minimum Term (other than by the Customer for the Supplier's uncured material breach or under clause 20.1), the Customer shall pay, as a debt, the Charges that would have become payable for the remainder of the Minimum Term in respect of the Minimum SIM Commitment, less any net costs the Supplier reasonably saves as a result of early termination.

10. Supplier and Third Party Equipment

10.0 The Supplier Equipment and Third Party Equipment necessary to provide the Services shall be delivered the address stated in the Order Form. If the Customer fails to accept delivery of the Supplier Equipment or Third Party Equipment, the Supplier shall be entitled without prejudice to any other rights it may have to store the Supplier Equipment and Third Party Equipment at the cost and risk of the Customer. Any costs arising in respect of such re-supply shall be paid in full by the Customer.

10.1 The Customer shall comply with the terms (including any usage restrictions) that apply to the Third Party Equipment and which have been provided to the Customer in writing.

10.2 The Customer shall be liable to the Supplier for the cost of any Supplier Equipment or Third Party Equipment that is damaged or lost. The Supplier may at its discretion provide replacement Supplier Equipment or Third Party Equipment to the Customer the cost of which shall be borne by the Customer

10.3 Risk in the Supplier Equipment and Third Party Equipment shall transfer to the Customer on delivery. The Customer shall insure the Supplier Equipment and Third Party Equipment from the date of delivery .

11. Intellectual Property Rights

11.1 The Supplier and its licensors shall retain ownership of all Intellectual Property Rights in the Services and title to the Supplier Equipment. Title to the Third Party Equipment supplied by the Supplier shall remain with the Third Party Provider

11.2 The Supplier grants or shall procure the grant to the Customer of a non-exclusive, non-transferable licence for the term of this agreement to use the Supplier Equipment and Third Party Equipment (excluding the Customer Materials) for the purpose of receiving and using the Services

11.3 The Customer and its licensors shall retain ownership of all Intellectual Property Rights in the Customer Materials. The Customer grants to the Supplier a non-exclusive, royalty-free, non-transferable licence to use, copy and modify the Customer Materials during the term of this agreement for the purpose of providing the Services to the Customer. The Supplier may grant sublicences of the Customer Materials to its subcontractors and other suppliers where necessary for the performance of the Services.

11.4 The Customer warrants that the supply, receipt and use of the Customer Materials in the performance of this agreement shall not infringe the Intellectual Property Rights of any third party.

11.5 The Customer grants the Supplier a non-exclusive non-transferrable licence for the duration of the Contract to use the Customer’s trademark or brand solely to advertise the Customer as a recipient of the Services

12. Supply and transfer of Telephone Numbers

12.1 The Supplier shall not be liable for any costs incurred by the Customer in relation to any telephone number (including, without limitation, in the advertising of such telephone number) which is withdrawn by Ofcom and/or the Network Operator (save where and to the extent that such withdrawal is due to the negligence of the Supplier).

12.2 The Supplier shall not charge the Customer any costs for the transfer of a telephone number to another provider (Porting)

12.3 The Customer shall provide information requested by the Supplier to transfer a telephone number to another provider within a timeframe reasonably requested by the Supplier. Once the Supplier has received any information requested from the Customer the Supplier shall complete the Porting in accordance with the General Conditions

12.4 The Supplier will use all reasonable endeavours to transfer the Customer's telephone number provided that there are no technical or regulatory reasons preventing the Supplier from doing so

12.5 Where the Customer has requested the transfer of a telephone number from their previous provider to the Supplier, the Supplier shall use reasonable endeavours to facilitate the transfer and if the Supplier is unable to secure a number transfer from your previous supplier, the Supplier will provide the Customer with a new number provided that the Customer pay any associated charges.

13. Data protection

13.1 Each party shall comply with all Applicable Data Protection Laws in its processing of personal data under or in connection with this agreement. This clause 13 is in addition to, and does not relieve, remove or replace, a party's obligations or rights under Applicable Data Protection Laws.

13.2 The Supplier shall process the Customer’s personal data in accordance with the Supplier’s privacy policy.

13.3 The Supplier may be required by law to intercept communications or to retain communications data, and to disclose data, under the Applicable Laws. The Supplier shall comply with any lawful requirement to that effect and such compliance shall not be a breach of this Agreement.

14. Confidentiality

14.1 Each party shall keep the other party's Confidential Information secret and confidential and shall not:

(a) use that Confidential Information except for the purpose of exercising or performing its rights and obligations under or in connection with this agreement (Permitted Purpose); or

(b) disclose that Confidential Information in whole or in part to any person, except as permitted by clause 14.2

14.2 Each party may disclose the other party's Confidential Information:

(a) to those of its employees, officers, representatives, independent contractors, subcontractors and advisers who need to know that information for the Permitted Purpose (Representatives). Each party shall ensure that its Representatives comply with confidentiality obligations which are substantially equivalent to those in this clause 13; and

(b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

14.3 The provisions of this clause 13 shall continue to apply for a period of five years after termination or expiry of this agreement

15. Limitation of liability

15.1 The following definitions apply in this clause 15

(b) default: any act or omission resulting in one party incurring liability to the other; and

(c) liability: every kind of liability arising under or in connection with this agreement including liability in contract, tort (including negligence), or otherwise.

15.2 Nothing in this agreement limits or excludes:

(d) liability for deliberate default;

(e) liability for death or personal injury caused by negligence to the extent preserved by section 2(1) of the Unfair Contract Terms Act 1977;

(f) liability for fraud or fraudulent misrepresentation;

(g) liability for breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982.

(h) any liability that cannot legally be limited;

(i) the Customer's liability for its payment obligations under this agreement;

15.3 Notwithstanding any other clause of this Agreement, the Supplier's total liability shall not exceed the Charges paid by the Customer in the 12 months prior to the date on which the cause of action arose.

15.4 The Supplier excludes any loss, liability, cost, damages or expenses suffered by a Customer that is caused by a Third Party Provider to the extent beyond the Supplier's reasonable control.

15.5 The Supplier shall not be liable for any

(j) loss of profits (including loss of savings);

(k) loss of business or business opportunity;

(l) loss of use or corruption of software, data or information;

(m) loss of or damage to goodwill;

(n) indirect or consequential loss.

15.6 Except for the terms implied by section 13 of the Supply of Goods and Services Act 1982 and section 14 of the Sale of Goods Act 1979 (which apply so far as they cannot reasonably be excluded), all other terms implied by statute or common law are excluded to the fullest extent permitted by law.

15.7 Unless the Customer notifies the Supplier that it intends to make a claim in connection with this agreement within the notice period (the Notice Period), the other party shall have no liability for that claim. The Notice Period shall start on the day on which the party wishing to make a claim became, or ought reasonably to have become, aware of its having grounds to make a claim and shall expire six months from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.

16. Customer Indemnities:

16.1 Without prejudice to the rights and remedies of the Supplier, the Customer shall indemnify the Supplier for all Losses suffered by the Supplier arising from;

(a) breach of the Customer obligations at clause 6.2

(b) any claim or action brought by a third party against the Supplier that the supply, receipt or use of the Customer Materials infringes the Intellectual Property Rights of any third party

(c) any Supplier Equipment and Third Party Equipment that is damaged, lost or stolen or is not returned upon termination of this Agreement

17. Termination

17.1 Without affecting any other right or remedy available to it, either party may terminate this agreement with immediate effect by notifying the other party if:

(a) the other party commits a material breach of any term of this agreement that:

(i) is not capable of remedy; or

(ii) if capable of remedy, is not remedied within a period of fourteen days after being notified to do so;

(b) the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 (IA 1986) as if the words "it is proved to the satisfaction of the court" did not appear in section 123(1)(e) or 123(2) of the IA 1986;

(c) the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with any of its creditors other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;

(d) the other party applies to court for, or obtains, a moratorium under Part A1 of the IA 1986;

(e) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the other party other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;

(f) an application is made to court, or an order is made, for the appointment of an administrator, or a notice of intention to appoint an administrator is given or an administrator is appointed, over the other party;

(g) the holder of a qualifying floating charge over the assets of that other party has become entitled to appoint or has appointed an administrative receiver;

(h) a person becomes entitled to appoint a receiver over all or any of the assets of the other party or a receiver is appointed over all or any of the assets of the other party;

(i) a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the other party's assets and that attachment or process is not discharged within 14 days;

(j) any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in 07.1 (c) to clause 17.1 (j) (inclusive);

(k) the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business; or

(l) the other party's financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of this agreement is in jeopardy.

17.2 Without affecting any other right or remedy available to it, the Supplier may terminate this agreement with immediate effect by notifying the Customer if the Customer fails:

(a) to pay any amount due under this agreement by the due date for payment

(b) breaches the Customer obligations at clause 6.2

17.3 The Customer may terminate the Agreement or any Order Form;

(a) for convenience by giving the Supplier not less than 30 days' written notice expiring on or at any time after the end of the Minimum Term; or

(b)on not less than 30 days' written notice (or immediately where required by law or by the Network Operator) if the Network Operator withdraws or materially restricts wholesale access to the Network; or

18. Obligations on termination and survival

18.1 Obligations on termination

On termination of this agreement:

(o) the Customer shall immediately pay to the Supplier all of the Supplier's unpaid invoices and interest and, where no invoice has been submitted for Services supplied, the Supplier may submit an invoice, which shall be payable in accordance with clause 9;

(p) the Customer shall return all Supplier Equipment and Third Party Equipment to the Supplier at its own cost and risk within seven days of the date of termination

(c ) the Supplier shall comply with the requirements of clause 13 in relation to Customer Personal Data.

18.2 Survival

(a) On termination of this agreement, all existing Order Forms shall terminate automatically. However, the termination of any individual Order Form only will not affect the operation of this agreement or any other Order Form.

(b) Any provision of this Agreement that expressly or by implication is intended to come into or continue in force on or after termination of this agreement shall remain in full force and effect, including clause 9, clause 11, clause 13, clause 14, clause 15, clause 16 and clause 17

(c) Termination of this agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of this agreement which existed at or before the date of termination.

19. Force majeure

19.1 Force Majeure Event means any circumstance not within a party's reasonable control including:

(a) acts of God, flood, drought, earthquake or other natural disaster;

(b) epidemic or pandemic;

(c) terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations;

(d) nuclear, chemical or biological contamination, or sonic boom;

(e) any law or action taken by a government or public authority, including imposing an export or import restriction, quota or prohibition, or failing to grant a necessary licence or consent;

(f) collapse of buildings, fire, explosion or accident;

(g) any labour or trade dispute, strikes, industrial action or lockouts; and

(h) interruption or failure of utility service.

19.2 A party (Affected Party) shall not be liable for any failure or delay in performing any of its obligations under this agreement for so long as, and to the extent that, its performance is prevented, hindered or delayed by a Force Majeure Event.

19.3 The Affected Party shall;

(a) promptly notify the other party of the start of a Force Majeure Event and

(b) use reasonable endeavours to limit the effect of the Force Majeure Event on the performance of its obligations.

19.4 If the Affected Party has not resumed full performance of any of its obligations suspended under clause 19.2 within 14 days after giving notice of the start of the Force Majeure Event, either party may terminate this agreement by giving not less than thirty days' notice to the other party

20. Assignment and other dealings

20.1 The Customer shall not assign, novate, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under this Agreement .

20.2 The Supplier may at any time assign, novate, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under this agreement, provided that the Supplier gives prior notice to the Customer.

21. Variation

21.1 The Supplier may amend these Conditions on not less than one month's written notice. Where an amendment is likely to be of material detriment to a Customer who is a Qualifying End-User, the Supplier shall give that Customer notice of the change and of its right to terminate the Agreement without penalty within one month of the notice.

21.2 The Supplier may amend the Conditions without notice to the Customer where such changes are administrative, imposed by law or solely to benefit the Customer. For all other amendments, the Supplier shall provide one months written notice.

21.3 No variation of any Order Form shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

22. Waiver

22.1 A waiver of any right or remedy under this agreement or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.

22.2 A failure or delay by a party to exercise any right or remedy provided under this agreement or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under this agreement or by law shall prevent or restrict the further exercise of that or any other right or remedy.

23. Severance

If any provision or part-provision of this agreement is or becomes invalid, illegal or unenforceable, it will be deemed deleted, but that will not affect the validity and enforceability of the rest of this agreement.

24. Entire agreement

24.1 This agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous and contemporaneous agreements, promises, assurances, and understandings between them, whether written or oral, relating to its subject matter.

24.2 Each party acknowledges that in entering into this agreement it does not rely on and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement.

24.3 Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.

25. No partnership or agency

25.1 Nothing in this agreement is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, constitute either party as the agent of the other party, or authorise any party to make or enter into any commitments for or on behalf of the other party.

25.2 Each party confirms it is acting on its own behalf and not for the benefit of any other person.

26. Third party rights

26.1 This agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement.

26.2 The rights of the parties to rescind or vary this agreement are not subject to the consent of any other person.

27. Notices

27.1 Any notice given to a party under or in connection with this agreement shall be in writing and shall be:

(a) delivered by hand or by pre-paid first-class post or other next working day delivery service to the address given at the start of this agreement (or a substitute address notified by that party to the other party); or

(b) sent by email to an email address as stipulated on an Order Form (or a substitute email address notified by that party to the other party from time to time)

27.2 Any notice shall be deemed to have been received:

(a) if delivered by hand, at the time the notice is left at the proper address;

(b)if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; or

(c) if sent by email, at the time of transmission or, if this time falls outside Business Hours, when business hours resume.

27.3 This clause 27 does not apply to the service of any proceedings or any documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

28. Counterparts

28.1 This agreement may be executed in any number of counterparts, each of which constitutes a duplicate original, but all the counterparts together constitute the one agreement.

28.2 Transmission of an executed counterpart of this agreement (but for the avoidance of doubt not just a signature page) by email (in PDF, JPEG or other agreed format) takes effect as the transmission of an executed "wet-ink" counterpart of this agreement. [If this method of transmission is adopted, without prejudice to the validity of the agreement made, each party shall on request provide the other with the "wet ink" hard copy original[s] of their counterpart.

29. Complaints and alternative dispute resolution

29.1 For a Customer who is deemed a Qualifying End-User, the Supplier operates a customer complaints code of practice. The Complaints Code sets out how to make a complaint, how the Supplier will investigate and resolve it, the applicable time frames, and the Supplier's and its ADR scheme's contact details. It is published on the Supplier's website and provided free of charge on reasonable request.

29.2 The Supplier is a member of an Ofcom-approved alternative dispute resolution scheme, Ombudsman Services: Communications, and complies with that scheme's decisions.

30. Governing law

This agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.

31. Jurisdiction

Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this agreement or its subject matter or formation.

Accessibility

Large Print, Audio or Braille

If you have difficulty reading your bill, we can provide you with a choice of Braille or large print versions on request. You can also get other Ecotalk literature in a choice of alternative formats on request, including Braille, large print, audio tape and electronic text format.

Text Relay

Text relay offers text-to-speech and speech-to-text translation services. A relay assistant in a call centre acts as an intermediary, enabling people with hearing or speech impairments to communicate with other people over the telephone.

Ofcom approves text relay providers and has set out minimum standards for the service to ensure users have a good experience. We use BT, the first provider to have gained Ofcom's approval for its Next Generation Text Service. All other telephone companies currently give their customers access to BT's service.

How do I use text relay?

You can access text relay using a range of equipment including textphones, PCs, laptops and smartphones.

However, you'll need an internet-connected device to benefit from all the improvements delivered by Next Generation Text Service (NGTS).

How do I call someone who is hearing-impaired or speech-impaired?

You don't need any special equipment. You can dial the number they have given you. If you've used text relay before the launch of NGTS you can dial the prefix 18002 before the telephone number in order to bring a relay assistant on to the call.

I'm hearing-impaired and/or or speech-impaired - how do I make a text relay call?

You can make a text-relay call by dialling 18001 followed by the telephone number of the person you’re calling by:

Using a text phone, or
Using a smartphone or computer by using the free Next Generation Text app.

How much does it cost to make a text relay call?

Relay calls are charged at the same rate as a standard telephone call. The exact cost depends on your package. If you have a package with inclusive calls or a call allowance, relay calls fall within this.

Disabled users are also entitled to a special tariff to compensate them for the additional time taken by their relay calls.

You'll also need an internet connection to fully benefit from the text relay service, e.g. fixed broadband/Wi-Fi, 4G or 5G. The NGTS app is designed to be very light on data consumption.

We offer 195 – the Free Directory Enquiries service for Disabled/Vulnerable users. If you'd like to use this service, then please contact us to check your eligibility.

Emergency SMS

Customers who have difficulties hearing or are speech impaired and who need emergency assistance can send an SMS to 999 or the European emergency service, 112. The text will then be converted and passed to the appropriate emergency service. You will need to register your phone before using this service – see www.emergencysms.org.uk for more information on how to register.