Terms & Conditions
Legal Notice
1823 Group Limited Standard Terms and Conditions
1. Definitions
‘Acceptable Use Policy’ means 1823’s acceptable use policy (as updated and/or amended from time to time) and can be found at https://www.1823group.com/terms-conditions/#aup
‘Agreement’ means the Terms and Conditions and all Service Agreements together (including, for the avoidance of doubt, the terms of any relevant Service Schedules).
‘1823’ means 1823 Group Limited, a company registered in England and Wales under company number 08153619.
‘1823 Equipment’ means the items of hardware leased or rented from 1823 to the Customer under this Agreement as specified on the Order Sheet, such as, for example and without limitation, a router.
‘Charges’ means any sums payable to 1823 under this Agreement for any of the Services provided, as further set out in Clause 4.1.
‘Confidential Information’ has the meaning set out in Clause 17.1.
‘Customer’ means the customer of 1823 which enters into one or more Service Agreements.
‘Customer Group’ means the Customer, any subsidiary company of Customer for the time being, Customer’s holding company for the time being and/or any holding company or subsidiary of the Customer’s holding company for the time being. A reference to a holding company or a subsidiary means a holding company or a subsidiary (as the case may be) as defined in section 1159 of the Companies Act 2006.
‘Data Protection Legislation’ means the Data Protection Act 1998 (as amended or replaced from time to time) and any related legislation, regulations or guidance from time to time.
‘Equipment’ means 1823 Equipment and Purchased Equipment.
‘Force Majeure’ means any cause not within the reasonable control of a party and which that party cannot reasonably prevent or overcome, as a result of which such party is unable to perform its obligations under this Agreement and shall include, in the case of 1823, any delay or failure caused by 1823’s contractors or Infrastructure Provider but shall exclude any failure to pay the Charges.
‘Infrastructure Provider’ means a third party provider of Service Infrastructure, including network operators and infrastructure carriers, and third party providers of data centres and software.
‘Intellectual Property Rights’ means any and all intellectual property rights including patents, trademarks, design rights, copyright, rights in databases, domain names, topography rights, and all similar rights (whether or not registered or capable of registration and whether subsisting in the United Kingdom or any other part of the world) together with any and all goodwill relating or attached thereto and the right to apply for registration of and/or register such rights and all extensions and renewals thereof.
‘IP Address’ means an IP address allocated to the Customer for the use of one or more Products.
‘Hardware Fund’ means an amount of funds put aside for the subsequent drawdown against telecommunications hardware equipment purchased from 1823. The term hardware fund and kit fund have the same definition and are interchangeable terms.
‘Legislation’ means any statute, statutory provision or subordinate legislation as amended or re-enacted from time to time whether before or after the date of the coming into effect of these Terms and Conditions and, in the case of a statute, includes any subordinate legislation made under that statute whether before or after the coming into effect of these Terms and Conditions.
‘Losses’ means losses, damages, costs, claims, proceedings, expenses and liabilities (including reasonable legal fees).
‘Minimum Term’ means the term specified on the Order Form which commences on the Service Commencement Date.
‘Network’ means a telecommunications network run by an Infrastructure Provider in respect of which 1823 is providing wholesale or resale services.
‘Number’ means a telephone number used for receiving the Services, when a telephone number is required for use of the Services, whether or not allocated by 1823.
‘Order Sheet’ means the form completed by 1823 specifying, amongst other things the order sheet, Price, Minimum Term, the Equipment, Customer details and which becomes a Service Agreement once signed by both parties.
‘Purchased Equipment’ means the items of hardware purchased from 1823 to the Customer under this Agreement as specified on the Order Sheet.
‘Service Agreement’ means the Order Sheet which is subject to these Terms and Conditions and the relevant Service Schedule.
‘Service Commencement Date’ has the meaning given to it in clause 3.6 in these Terms and Conditions.
‘Service Levels’ means the service levels in respect of the Services which are set out in the Service Schedule.
‘Service Schedule’ means the special terms in relation to a Service including the Service Levels.
‘Service Infrastructure’ products and/or services which 1823 is reselling as part of a Service, and/or the infrastructure on which such products and/or services depend, including without limitation any Network and the internet.
‘Services’ means the provision of any services provided by 1823,1823 Equipment, Purchased Equipment or other goods or services by 1823 to the Customer under a Service Agreement, as specified on the Order Sheet.
‘Terms and Conditions’ means Clauses 1 to 18 of this document.
‘User’ means each user within the Customer Group who is provided or to be provided with Services under the terms of this Agreement.
‘User Details’ means in respect of each User, that User’s full name, number and any specific billing requirements.
‘Working Day’ means a day which is not a Saturday, Sunday or a public holiday in the United Kingdom or in the country (or countries) where Services are provided.
‘Year’ means, in respect of any Service Agreement, any twelve-month period ending on an anniversary of the date on which 1823 first began to provide Services under that Service Agreement.
2. Structure and Duration
2.1 Terms and Conditions: These Terms and Conditions shall apply to any Service Agreement that the Customer enters into. These Terms and Conditions shall have effect on and from the from the date of signature by both parties of the Customer’s Service Agreement, up to and including the date that all the Customer’s Service Agreements are no longer in force, whether through expiry or termination. Each Service Agreement shall also be subject to the provisions of any relevant Service Schedule, which are deemed incorporated into such Service Agreement on signature of the same.
2.2 Service Agreements: Each validly executed Service Agreement shall constitute a separate binding contract, subject to these Terms and Conditions and the relevant Service Schedule(s). Each Service Agreement shall have effect on and from the date that it is executed by both parties and shall continue for the Minimum Term and thereafter subject to Clauses 2.3 and 2.4.
2.3 Unless otherwise expressly stated in the Service Agreement or relevant Service Schedule, the Customer may give not less than 90 days’ written notice to 1823 to terminate a Service Agreement and Services, such notice to expire on expiry of the Minimum Term. If the Customer fails to give notice to terminate, the Service Agreement and Services shall be deemed to continue for successive periods of 90 days until terminated by the Customer upon 90 days’ written notice, such notice to expire at the end of a successive 90 day period.
2.4 Any request for additional Services and any change to an existing Service (including an upgrade or re-sign) is subject to agreement between the parties and additional Charges may be applicable.
2.5 Customer’s Group: The Customer may enter into a Service Agreement for the benefit of any company in the Customer Group however the Customer will remain responsible for payment of invoices for the Customer Group. The Customer will ensure that each such company complies with the Terms and Conditions of this Agreement as if it were named in this Agreement in place of the Customer and shall enforce the terms of this Agreement against such company if requested by 1823.
3. Services
3.1 Supply of Services: All Services are supplied as set out in the relevant Service Agreement.
3.2 Purchased Equipment: All Purchased Equipment is supplied by 1823 on an ‘as is’ basis, and with the benefit of the relevant manufacturer’s warranty (if applicable and to the extent freely transferable). 1823 accepts no liability for failure, loss or damage outside of The Sales of Goods Act 1979 and/or Distance Selling Regulations 2000. Risk shall pass in the Purchased Equipment when delivered. Title shall pass when the Customer has paid 1823 in full in respect of the Purchased Equipment.
3.3 Delivery of Purchased Equipment shall be completed when 1823 places the Purchased Equipment at the Customer’s disposal at the delivery point. The Customer shall arrange for the Purchased Equipment to be signed for on delivery.
3.4 In respect of 1823 Equipment, the Customer must:
3.4.1 hold the 1823 Equipment on a fiduciary basis as 1823’s bailee:
3.4.2 store the Equipment (at no cost to 1823) separately from all other goods of the Customer and/or any third part in such a way that it remains readily identifiable at 1823’s property;
3.4.3 not remove, destroy, deface or obscure any identifying mark or packaging on or relating to the 1823 Equipment;
3.4.4 notify 1823 within 2 Working Days of receipt of the 1823 Equipment if it is damaged otherwise it will be deemed to be useable. 1823 will request the Customer to immediately return the damaged 1823 Equipment to 1823 or its supplier; and
3.4.5 maintain the 1823 Equipment in satisfactory condition and keep it insured on 1823’s behalf for its full price against all risks to the reasonable satisfaction of On request the Customer shall immediately produce the full policy of insurance to 1823, and shall allow 1823 entry to the Customer’s property to inspect the Equipment.
3.5 Time of supply: The desired commencement date for the supply or completion of any Services or the delivery of any Equipment is date set out in the Order Sheet. Subject to survey, 1823 may amend the desired commencement date on notice to the Customer. Once the Service successfully installed in 1823’s reasonable opinion, or if the Customer uses the Services prior to them being successfully installed, whichever is the earlier, this shall be the Service Commencement Date. No date specified by 1823 shall be contractually binding on 1823 and 1823 shall have no liability if Services are not ready for use by such dates.
3.6 Resale: The Customer undertakes that it will not offer any of the Services for resale or re-supply or otherwise make Services available to any third party.
3.7. If before title to Purchased Equipment passes to the Customer, the Customer becomes subject to any of the events listed in Clauses 10.3.1 to 10.3.5 inclusive then without limiting any other right or remedy 1823 may retract:
3.7.1 the Customer’s right to use the Purchased Equipment immediately, save for any Purchased Equipment where payment has been received in full; and
3.7.2 1823 may at any time:
(i) require the Customer to deliver up all Purchased Equipment in its possession, save for any Purchased Equipment where payment has been received in full; and
(ii) if the Customer fails to do so promptly, without notice, enter any premises of the Customer or of any third party where the relevant Purchased Equipment are used or stored to recover them.
3.8 From time to time 1823 will provide the Customer with alerts in relation to usage of the Services. The Customer acknowledges and agrees that the Service usages are for guidance purposes only, and 1823 has no obligation for, or responsibility to despatch the alerts, or for their accuracy or timing.
4. Pricing
4.1 Charges for Equipment and Services: The Charges for any Equipment or Services shall be as set out in the relevant Service Agreement and/or Order Sheet.
4.2 Calculation of Charges: Save in the case of manifest error, 1823’s calculation of charges, rebates and discounts shall be final and reference will not be had to any of the Customer’s data records or logs.
4.3 Price changes: 1823 may change the Charges within the Minimum Term to reflect any increase in the amount it is charged by the relevant Infrastructure Provider by giving the Customer (if reasonably possible) 30 days’ written notice. If the Charges are increased under this clause 4.3, the Customer may request termination with 30 days’ written notice.
4.4 In the event of any increase to retail price increase 1823 shall give the Customer written notice of an increase in the Charges payable and the Customer shall have 30 days from receipt of such notice to accept the increase or tender notice of termination. If the Customer fails to provide 1823 with written notice of termination within such 30 day period it shall be deemed to have accepted the increase in Charges. Continuation provision of Services after such 30 day period shall be at the increased Charges.
4.5 Credit limit: The Customer agrees that 1823 may search the files of credit reference agencies for information on the Customer. 1823 may, on 14 days’ notice to the Customer, specify a reasonable monetary limit that will apply to all or any of the Charges due or which will become due to 1823 and require a particular payment method or period for the Charges. If any monetary limit set by 1823 is exceeded, 1823 reserves the right to suspend provision of the Services. If 1823 forecasts that such limit may be exceeded, the Customer shall deposit, within 7 days of being given a notice to this effect, the amount by which 1823 forecasts the limit will be exceeded in the relevant billing period. 1823 may retain any amount deposited until the end of this Agreement and no interest will be paid on this sum.
4.6 Tax: All Charges are exclusive of any value added, sales, withholding or other tax (other than any tax based on 1823’s income) which shall be charged in addition.
4.7 Payment terms: Where payment is made by bank transfer all invoices shall be due and payable 10 days after receipt of the invoice. Where payment is made by direct debit all invoices shall be due and payable 14 days after receipt of the invoice. Payments are received only on receipt by 1823 of cleared funds.
4.8 Payment method: the Customer must arrange to make payment in the form of direct debit, this must be arranged prior to the first payment becoming due under clause 4.7 and the Customer must use this method of payment for the duration of the Service Agreement. If the Customer fails to make arrangements for payment by direct debit at any time, 1823, on 7 days’ notice, will charge an administration fee to the amount of 5% of the Service Agreement price as an administration fee for the manual handling of Charges. The Customer is not entitled to termination of the Service Agreement or any other remedy for an administration fee charged under this clause.
4.9 Dispute: In the event the Customer in good faith reasonably disputes any portion of the Charges contained in an invoice, Customer will pay the undisputed portion of the invoice on the due date in full and submit a documented claim for the disputed amount. As a minimum, such documented claim shall set out the amount in dispute, the reason for such dispute and provide such evidence as shall be reasonably necessary to support the claim. The parties shall negotiate in good faith in an attempt to resolve the dispute, provided that if the dispute cannot be resolved within 30 days of the date of the invoice, either party may refer the case to an independent arbitrator. If the Customer does not submit a documented claim prior to the due date for payment of the invoice, the Customer waives all rights to dispute or query the invoice. All or part of any invoice shall cease to be disputed when the disputed amount is agreed between the parties or is settled in court.
4.10 Set-off and interest: Subject to Clause 4.7, the Customer shall make all payments under this Agreement without any deduction whether by way of set-off, counterclaim or otherwise. In the event of any late payment, Customer shall be liable to pay interest on the amount of the late payment from the due date to the date of receipt by 1823 at the annual rate of the higher of 3% above the base rate of HSBC from time to time and the maximum rate permitted by applicable law. Such interest shall accrue on a daily basis both before and after any judgment.
4.11 Costs of recovery: The Customer will pay all legal fees and other costs incurred by 1823 (on a full indemnity basis) in connection with collecting or recovering amounts owed by the Customer under this Agreement or otherwise in connection with the enforcement of any term of this Agreement. During any period of suspension, charges for Services shall continue to accrue.
5. Fraud
The Customer shall be liable for all Charges incurred and other sums owed under this Agreement regardless of the identity of the person using the relevant Services, whether incurred in the course of the Customer’s business or any other use (including fraudulent or improper use) save where such use arises out of the fraudulent actions of 1823 or its agents.
6. Suspension
6.1 1823 shall be entitled in its sole discretion to elect to suspend any or all of the Services until further notice with as much notice as is possible in the circumstances, unless otherwise stated, in the event that:
6.1.1 1823 is entitled to terminate all or any part of this Agreement, without prejudice to 1823’s right subsequently to terminate all or any part of this Agreement; or
6.1.2 if an Infrastructure Provider ceases to supply 1823 or suspends provision of Service Infrastructure to 1823 for whatever reason; or
6.1.3 if 1823 is obliged to comply with an order, instruction or request of Government, an emergency service organisation or other competent administrative authority; or
6.1.4 if any amounts due to 1823 are not paid when due, where 10 days’ notice shall be provided; or
6.1.5 if 1823’s equipment for administering the Services fails for whatever reason or maintenance is required on such equipment; or
6.1.6 if there is, or 1823 reasonably suspects there is, a breach of the Acceptable Use Policy.
7. Acceptable Use Policy and Service Levels
7.1 Acceptable Use Policy: The Customer shall use and ensure that the Services are only used in compliance with the Acceptable Use Policy. The Customer shall provide such assistance as 1823 reasonably requires in relation to the Acceptable Use Policy and shall indemnify and keep the 1823 free from and indemnified against all Losses whatsoever arising out of, brought or threatened against the 1823 by any person in connection with any breach of the Acceptable Use Policy.
7.2 1823 shall use reasonable endeavours to comply with Service Levels , the sole and exclusive remedy for breach of Service Levels are service credits as set out in the Service Schedule.
8. Ownership and Content
8.1 Intellectual Property: Intellectual Property Rights in all materials (including software) supplied to the Customer in connection with this Agreement shall remain the property of 1823 or its relevant licensor. The Customer will comply with (and where reasonably required, execute) any agreement required by the owner or licensor of such Intellectual Property 1823 and its licensors expressly reserve all Intellectual Property Rights not expressly granted to the Customer under this Agreement.
8.2 Software: Software is licensed to the Customer not sold and is provided on the terms of the relevant software manufacturer’s licence. The Customer shall sign and return such licence and/or registration card relating to the software by return or as otherwise specified. If the Customer fails either to communicate its acceptance of the terms of the software licence in accordance with this clause or to pay any relevant licence fee for the software, the Customer’s right to use the software shall immediately cease, and 1823 may be unable to provide the related Services. Upon the termination or expiry of the relevant Service Agreement, or of the Customer’s right to use the software ceases in accordance with the foregoing, the Customer shall remove the software from its computer systems and return all physical copies thereof to 1823 and will upon request provide a signed declaration that this clause has been complied with. The Customer shall indemnify 1823 in respect of all Losses incurred by the 1823 as a result of a breach by the Customer of this Clause 2.
8.3 Numbers and IP Addresses: The Customer shall not, under this Agreement, acquire any right, title or interest in any Numbers or IP Addresses or be entitled to sell or transfer Numbers or IP Addresses without 1823’s prior consent (such consent not to be unreasonably withheld.) 1823 reserves the right to modify any telephone numbers or IP Addresses allocated or introduce additional codes if this is required for operational or technical reasons or by an Infrastructure Provider or government authority.
9. Alterations
1823 may from time to time without notice change or alter the Service Infrastructure (including Fixed Networks or the Mobile Networks) which it uses and the technical functionality or configuration of the Services provided that no such changes or alterations shall result in any increase in the Charges or any material adverse change to the Services.
10. Termination
10.1 This Agreement may be terminated by either party if the other party commits any material breach of any provision of the Agreement (other than the Customer’s failure to make payment when due) and, where the breach is capable of remedy, the party fails to remedy it to the other party’s reasonable satisfaction within 30 days of requesting remedy in writing.
10.2 The Customer may terminate this Agreement in accordance with Clause 2.3.
10.3 1823 may terminate the Agreement on immediate notice to the Customer if any of the following events occur:
10.3.1 If the Customer makes, offers to make or attempts to make any arrangements or composition with creditors or commits any acts which may render the Customer liable to proceedings under the Insolvency Act 1986 or where proceedings are commenced against the Customer under that Act or any similar act; or
10.3.2 The Customer has in the reasonable opinion of 1823 ceased or threatened to cease trade; or
10.3.3 If the Customer fails to comply with any of the terms of this Agreement including failure to pay any Charge when due; or
10.3.4 Any authorization from OFCOM held by the Infrastructure Provider to operate or use the System is revoked or terminated for any reason, or if the operation of the System is terminated or if the provision of the Services by the Service Provider is discontinued for any reason; or
10.3.5 If the Customer does or allows to be done anything which in 1823’s or the Infrastructure Provider’s opinion will or may have the effect of jeopardising the operation of the Services.
10.4 Upon the termination of this Agreement the Service Provider shall disconnect the Customer Apparatus from the System and the Network.
10.5 After disconnection of the Customer Apparatus from the System consequent upon termination of this Agreement, the Customer shall pay to 1823 on demand all charges and any interest outstanding at the time of disconnection prior to the final cancellation of the contract including any legal or debt collection fees incurred by 1823 on collecting any payments due.
10.6 If the Customer is deemed to be in breach of any of the provisions of this Agreement, or attempts to prematurely terminate this Agreement1823 may charge the Customer for the Minimum Term (as specified on the Order Sheet) and more particularly set out at clause 10.8, with any associated Minimum Call Spend Commitments and all discounts will be terminated and for any outstanding liabilities incurred.
10.6.1 If termination is within the Minimum Term any Equipment supplied at a subsidised rate will be charged for at the full RRP, as detailed on the Equipment & Service Details form, pro-rated by the remaining months.
10.7 The termination of the Agreement howsoever arising is without prejudice to the rights duties and liabilities of either party accrued prior to The clauses in these Terms and Conditions which expressly or impliedly have effect after termination shall continue to enforceable notwithstanding termination.
10.8 Where the Customer terminates a Service Agreement or party of a Service Agreement after the Service Commencement Date, the Customer shall pay early termination fee to 1823 comprising: (i) all Charges payable that would have been payable up to expiry of the Minimum Term or where the Minimum Term has expired, 90 days successive period under clause 2.3; and (ii) any other Charges outstanding and due under the Service Agreement.
10.9 Where the Customer cancels a Service Agreement or part of a Service Agreement prior to the Service Commencement Date, any Charges incurred by 1823 as a result of such cancellation will be passed through to the Customer which include, without limitation, any agreed excess construction charges and any other charges or liabilities agreed between 1823 and its suppliers.
10.10 Where applicable, upon termination of this Agreement the Customer telephone number shall immediately revert to the Service Provider.
10.11 Upon termination of this Agreement the Customer shall immediately return the 1823 Equipment to 1823 and if such 1823 Equipment is not received within 5 Working Days of such termination, 1823 shall invoice the Customer for the replacement value of the non-returned 1823 Equipment. The Customer is liable to pay such invoice.
11. Provision of Information
11.1 As a consequence of the existence of this Agreement We may hold personal data relating to You and/or Your business. We confirm this will not be used by Us, other than as may be necessary for the purpose of this Agreement, without Your consent.
11.2 The parties acknowledge that, for the purposes of General Data Protection Regulation (GDPR), 1823 is the Data Processor and the Customer is the Data Controller of any Personal Data.
11.3 Each party confirms that it holds, and during the term of this Contract will maintain, all registrations and notifications required in terms of the Data Protection Laws which are appropriate to its performance of its obligations under this Agreement.
11.4 Each party confirms that, in the performance of this Contract, it will comply with the Data Protection Laws.
11.5 1823 will:
11.5.1 In accordance with Article 28.3(a) of the GDPR, process Personal Data only on written instructions from the Customer or as set out in the Particulars and as necessary for the performance of a contract Article 6 (1) (b), unless required to do so by Data Protection Laws or any other applicable law to which 1823 is subject; in such a case, 1823 shall inform the Customer of that legal requirement before Processing, unless that law prohibits 1823 to so inform the Customer;
11.5.2 ensure that persons authorised to Process the Personal Data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality, as per article 3 of GDPR;
11.5.3 take all measures required pursuant to Article 32 of the GDPR in respect of security of Processing;
11.5.4 ensure that any sub-contractor or sub-processor We use in respect of this Contract complies with the provisions of this clause 11.5 as if it was a party to this Contract;
11.5.5 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 obligation to respond to requests for exercising the Data Subject’s rights laid down in Data Protection Laws, to the extent that such requests relate to this Contract and 1823’s obligations under it;
11.5.6 assist the Customer in ensuring compliance with the Customer’s obligations pursuant to Articles 32 to 36 of the GDPR taking into account the nature of processing and the information available to 1823;
11.5.7 at the Customer’s option, delete or return all the Personal Data to the Customer after termination of this Contract or otherwise on the Customer’s request, and delete existing copies unless applicable law requires 1823’s ongoing storage of the Personal Data;
11.5.8 make available to the Customer all information necessary to demonstrate 1823’s compliance with this clause 11.5, and allow for and contribute to audits, including inspections, conducted by the Customer or another auditor mandated by the Customer (any such audit must be carried out in accordance with 1823’s Information Security Management System and Policy and any such auditor must be bound by an appropriate Non-Disclosure Agreement); and
11.5.9 inform the Customer as soon as is reasonably practicable if, in 1823’s opinion, an instruction from the Customer infringes, or, if complied with, might cause the infringement of, Data Protection Laws.
11.6 Each party will notify the other party as soon as is reasonably practicable if it becomes aware of a Personal Data Breach relating to either party’s obligations under this Contract.
11.7 The Customer shall undertake appropriate data protection impact assessments to ensure that Processing complies with Data Protection Laws. 1823 will provide the Customer with reasonable assistance, where necessary and upon the Customer’s request, in carrying out any data protection impact assessment and undertaking any necessary prior consultation of the Supervisory Authority.
11.8 It is the Customer’s responsibility to ensure that Personal Data is dealt with in a way that is compliant with Article 1(1) of the GDPR.
11.9 It is the Customer’s responsibility to ensure that:
11.9.1 it has obtained any and all consents of Data Subjects required in order to commence the Processing in accordance with the GDPR, and that it has recorded or documented these in accordance with the record keeping requirements of the GDPR;
11.9.2 where Personal Data falls within the Special Categories of Personal Data, Article 9(2) applies to that Personal Data before Processing takes place (any request by the Customer to process Special Categories of Personal Data, will be considered by 1823 on a case by case basis and 1823 have no obligation to accept such a request and process such data); and
11.9.3 where Article 9(2) of the GDPR does not apply to any Personal Data falling within the Special Categories of Personal Data, no such data will be sent to 1823.
11.10 In the event that 1823 complies with the Customer’s instructions, 1823 shall not have any Liability to the Customer for any damage caused by Processing or for any consequences in the event that Processing otherwise infringes Data Protection Laws.
11.11 Each party agrees to indemnify, and keep indemnified and defend at its own expense, the other party, against all costs, claims, damages or expenses incurred by the other party or for which the other party may become liable, due to any failure by the first party or its employees or agents to comply with this clause 11. This indemnity is subject to the exclusions and limitations of Liability set out in clause 13.
11.12 In the event that the Customer requires a copy of the Customer Personal Data being held by 1823, they shall make such a request of 1823 which must be in writing. Upon receipt of the request and subject to Customer’s payment of any applicable Fees, 1823 will as soon as is reasonably practicable ordinarily within 30 days of receipt of the request, provide a copy of the Customer Data in a CSV format only.
12. Warranties
12.1 Execution: Each party warrants to the other that each accepted Service Agreement and Order Sheet represents a binding commitment on it, and that it has full capacity and authority to enter into and to perform this Agreement.
1.2.2 Quality of Services: The Customer acknowledges that, save as otherwise agreed in a Service Agreement (or Order Sheet), 1823 provides the Services (including any Equipment) on a resale 1823’s role is to use its reasonable efforts to manage the provision of the Services in its capacity as a telecommunication service provider acting as a reseller and not to manage or run a network or other Service Infrastructure (which is the relevant Infrastructure Provider’s responsibility). The Customer acknowledges that the Services are provided on an “as is” basis and that it is not possible to offer fault or interruption-free Services. 1823 will use its reasonable endeavours to keep and maintain complete and accurate records of data to ensure accurate billing and to operate a helpdesk.
12.3 Customer Users: The Customer shall be responsible for all Customer Users’ compliance with the terms of this Agreement.
12.4 Equipment: 1823 warrants that it has title to any 1823 Equipment or Purchased Equipment it sells or leases to the Customer.
12.5 Interception: Neither 1823 nor the Infrastructure Providers can guarantee protection of telecommunications against unauthorised interruption or interception by third parties.
12.6 Data loss: In the event of any failure in the equipment, service or power supply then 1823 shall not be responsible for restoration of Customer data. The Customer is responsible for taking backups of any configuration settings, user data or dynamic data held within the system to protect itself in the event of failure.
12.7 No other provisions: Except for the express provisions of this Agreement and to the maximum extent permitted by applicable law 1823 disclaims and excludes all warranties, terms and other conditions, including but not limited to any warranty, term or other condition of merchantability, satisfactory quality, fitness for a particular purpose or non-infringement, relating to the ownership of the Services or the Equipment or as to price in every case whether implied by statute, common law, custom, collaterally or otherwise.
13. Limitation of Liability
13.1 Execution: Each party warrants to the other that each accepted Product Agreement and Order Sheet represents a binding commitment on it, and that it has full capacity and authority to enter into and to perform this Agreement.
13.2 Quality of Services: The Customer acknowledges that, save as otherwise agreed in a Product Agreement (or Order Sheet), 1823 Group Limited provides the Services (including any Equipment) on a resale basis. 1823 Group Limited’s role is to use its reasonable efforts to manage the provision of the Services in its capacity as a telecommunication service provider acting as a reseller and not to manage or run a network or other Service Infrastructure (which is the relevant Infrastructure Provider’s responsibility). The Customer acknowledges that the Services are provided on an “as is” basis and that it is not possible to offer fault or interruption-free Services. 1823 Group Limited will use its reasonable endeavours to keep and maintain complete and accurate records of data to ensure accurate billing and to operate a helpdesk.
13.3 Customer Users: The Customer shall be responsible for all Customer Users’ compliance with the terms of this Agreement.
13.4 Equipment: 1823 Group Limited warrants that it has title to any Equipment it sells to the Customer.
13.5 Interception: Neither 1823 Group Limited nor the Infrastructure Providers can guarantee protection of telecommunications against unauthorised interruption or interception by third parties.
13.6 Data loss: In the event of any failure in the equipment, service or power supply then 1823 Group Limited shall not be responsible for restoration of Customer data. The Customer is responsible for taking backups of any configuration settings, user data or dynamic data held within the system to protect themselves in the event of failure.
13.7 No other provisions: Except for the express provisions of this Agreement and to the maximum extent permitted by applicable law 1823 Group Limited disclaims and excludes all warranties, terms and other conditions, including but not limited to any warranty, term or other condition of merchantability, satisfactory quality, fitness for a particular purpose or non-infringement, relating to the ownership of the Services or the Equipment or as to price in every case whether implied by statute, common law, custom, collaterally or otherwise.
14. Force Majeure
Neither party shall be liable for any delay or failure to carry out its obligations under any Service Agreement caused by Force Majeure provided that it gives notice of the occurrence of the Force Majeure relied upon to the other party and it uses its reasonable endeavours to remove or avoid such Force Majeure as promptly as practicable. If any Force Majeure event is relied on for longer than 60 days by either party the other party shall be entitled to terminate that part of the Service Agreement in relation to which Force Majeure has occurred forthwith on written notice.
15. Changes to the Agreement
1823 may change their Terms and Conditions and / or any Service Schedule at any time by giving notice of such change in writing and by updating the 1823 website. Any change which is required to comply with any Legislation, regulation or code of practice (on 1823, an Infrastructure Provider or otherwise) or as a result of a direction by an Infrastructure Provider or is made to the Data Protection Policy or Acceptable Use Policy, will not give the Customer a right to terminate this Agreement or any part of it.
16. Miscellaneous
16.1 Confidentiality: 1823 and the Customer each agree to keep confidential and use only for the purpose of exercising and performing their respective rights and obligations under this Agreement all plans, trade secrets, business and other confidential information that is disclosed or made available by one party to the other, and including the existence and terms of this Agreement (“Confidential Information”). Each of 1823 and the Customer undertakes not to disclose to any third party such Confidential Information without the express written consent of the other. No obligation of confidentiality under this Clause 17.1 shall apply to Confidential Information which is: (i) already in the possession of the disclosing party without obligation of confidentiality owed to the other; or (ii) has been developed by the disclosing party independently without access to any of the relevant Confidential Information; or (iii) the disclosing party rightfully receives free of any obligation of confidentiality from a third party; or (iv) enters the public domain other than by reason of any breach of this Agreement; or (v) is required by any competent regulatory authority or by an Infrastructure Provider. However, 1823 shall have the right to publicise that the Customer is a party to this Agreement in any advertising or promotion.
16.2 Notices: Any notice given to a party under or in connection with this Agreement shall be in writing and shall be:
16.2.1 delivered by hand or by pre-paid first-class post or other next Working Day delivery service at its registered office (if a company) or its principal place of business (in any other case); or
16.2.2 sent by email to the address specified in the Order Sheet.
16.3 Any notice shall be deemed to have been received:
16.3.1 if delivered by hand, on signature of a delivery receipt (or at the time the notice is left at the proper address);
16.3.2 if sent by pre-paid first-class post or other next Working Day delivery service, at 9.00 am on the second Working Day after posting or at the time recorded by delivery service; or
16.3.3 if sent by email at 9.00 am on the next Working Day after transmission
16.4 Assignment: The Customer may not assign, transfer, delegate or otherwise deal with its rights or obligations under this Agreement without the prior written consent of 1823 (which consent may be given subject to such conditions as 1823 considers appropriate). 1823 may assign or delegate all or any of its rights or obligations under this Agreement at any time without notice to any third party and may appoint a third party to collect the For the avoidance of doubt, 1823 may assign, grant security over, or assign by way of security, any or all of its rights under this Agreement for the purposes of, or in connection with, any financing arrangements or any of its working capital or other requirements.
16.5 Entire agreement: This Agreement sets out the entire agreement and understanding between the parties and supersedes any previous agreement between the parties relating to its subject matter. Unless otherwise expressly agreed in writing this Agreement applies in place of and prevails over any terms or conditions contained in or referred to in correspondence or elsewhere or implied by trade custom or course of In entering into this Agreement and each Service Agreement and/or Order Sheet each party acknowledges and agrees that it has not relied on any representations (whether made innocently or negligently) made by the other. Any such representations are excluded. The parties hereby agree that their only rights and remedies arising out of or in connection with any misrepresentation shall be for breach of contract. Nothing in the clause shall limit or exclude any Liability for fraud or fraudulent misrepresentation.
16.6 Severance: If any provision of this Agreement is determined to be illegal or unenforceable by any court of competent jurisdiction it shall be deemed to have been deleted without affecting the remaining provisions.
16.7 Partnership etc: Nothing in this Agreement shall constitute or be deemed to constitute a partnership, joint venture or agency between the parties and, save as to the extent required by 1823 to give effect to a Service Agreement, neither party shall have any authority or power to bind, contract in the name of or create a liability for or against the other.
16.8 Third party rights: No provision of this Agreement shall be enforceable by any third party under the Contracts (Rights of Third Parties) Act 1999.
16.9 Waiver: No failure or delay by a party in exercising its rights or remedies shall operate as a waiver unless made by written notice. No single or partial exercise of any right or remedy of a party shall preclude any other or further exercise of that or any other right or remedy.
16.10 Arbitration: 1823 may implement an arbitration or similar complaints procedure as required by the applicable Infrastructure Provider(s), Legislation or applicable code of practice. The Customer and 1823 will comply with such procedure(s) as varied from time to time from the date the Customer is notified of the implementation of the procedure (or its variation) in respect of all applicable complaints. Further details of the dispute resolution process (if any) are available from 1823 on request in writing.
16.11 Law: This Agreement shall be governed and construed in accordance with the laws of England. The parties irrevocably submit to the exclusive jurisdiction of the English courts in respect of any matter, claim or dispute arising under, out of or in connection with this Agreement (including as to its validity) or the legal relationships established by this Agreement.
16.12 Trial services or promotional offers: 1823 may from time to time supply trial services and/or promotional offers (“Offers”) to some or all of its customers. Such offers may be subject to additional terms and conditions notified by 1823 to its customers. Unless otherwise stated 1823 shall not incur any liability under the Agreement in relation to such Offers. Promotional terms and conditions may require a variation to the Agreement in which case the Customer shall be deemed to have accepted in writing such a variation to the Agreement on acceptance of the Offer. Unless otherwise stated in the promotional terms and conditions an Offer may be amended or withdrawn by 1823 (in relation to some or all of its customers) at any time and without notice. For the avoidance of doubt 1823 is not obliged to include the Customer in any Offers it Liability for excessive charges will be levied against the Customer and any minimum terms exceeded will result in any trial equipment being charged for in full.
17. Interpretation
17.1 References to:
17.1.1 Recitals, Clauses, Schedules and Annexes are to recitals, Clauses and sub-Clauses of and schedules and annexes to this Agreement;
17.1.2 A Service Agreement includes any Service Agreement form, these Terms and Conditions, any Service Schedule, other Schedules and Annexes and any other documents explicitly incorporated by reference;
17.1.3 The singular include the plural and vice versa and use of any one gender includes all genders;
17.1.4 A person include a natural person, company, corporation, firm, partnership, co-operative company, unincorporated or incorporated association, government, state, statutory authority, foundation and trust; and
17.1.5 The words “include”, “includes”, “including”, “in particular” or any similar words or any general words introduced by the word “other” do not limit the words preceding or following.
17.2 Any reference to any Legislation shall be interpreted as referring to such Legislation as amended and in force from time to time and/or which replaces, re-enacts or consolidates such Legislation.
17.3 Headings (including clause headings) are for convenience only and shall not affect interpretation.
18. Acceptable Use Policy
This document sets out the Acceptable Use Policy between 1823 defined as the “1823 in 1823’s standard Terms and Conditions (“1823”) and you, the Customer. Capitalised terms in this Acceptable Use Policy shall have the same meaning as set out in 1823’s standard Terms and Conditions.
18.1 The Customer shall only use the Services in accordance with such conditions as 1823 may notify it in writing from time to time and in accordance with the relevant provisions of any legislation, authorisation or licence applicable to the Infrastructure Provider providing the relevant service or any direction, code of practice or regulation of any competent regulatory 1823 may from time to time vary the technical and/or operational procedures for use of the Services.
18.2 The Customer shall not make abusive, threatening or nuisance calls to our contact centre, agents or representatives or to us or use any Equipment for this purpose.
18.3 The Customer must take reasonable care to protect any Equipment at all times until such time as title transfers to the Customer; any negligence may result in the original charge being levied in full.
18.4 1823 may allocate the Customer a password to enable use of the service or for access to the The Customer must keep such passwords safe and confidential and notify 1823 immediately if any third party becomes aware of it. 1823 reserves the right to change the password without notice. The Customer must follow reasonable instructions given by 1823 from time to time regarding the use equipment and services.
18.5 We shall have no liability or responsibility for the contents of any communications transmitted via the Services and the Customer, will hold 1823 harmless from any and all claims related to such content.
18.6 The Customer shall not use any of 1823’s services, or other equipment used in connection with 1823’s services:
(a) As a means of communication for a purpose which is specifically prohibited or unlawful;
(b) For any communication which is or is intended to be a hoax call to emergency services or is of a defamatory, indecent, malicious, immoral, fraudulent, offensive or abusive or of an obscene or menacing character;
(c) To violate or infringe any rights of or to cause unwarranted inconvenience or anxiety to any third party;
(d) In such a way as to constitute a violation of any laws or regulations of any other country;
(e) To make fraudulent offers to sell or buy products, items, or services or to advance any type of financial scam such as “pyramid schemes” and “chain letters”;
(f) To add, remove or modify identifying network header information in an effort to deceive or mislead. Attempting to impersonate any person by using forged headers or other identifying information is prohibited. The use of anonymous remailers or nicknames does not constitute impersonation. Using deliberately misleading headers (“munging” headers) in news postings in order to avoid spam email address collectors is allowed;
(g) To transmit any unsolicited commercial email or unsolicited bulk email. Activities that have the effect of facilitating unsolicited commercial email or unsolicited bulk email whether or not that email is commercial in nature are prohibited;
(h) To access, or attempt to access, the accounts of others, or to penetrate, or attempt to penetrate, security measures of 1823’s or another entity’s computer software or hardware, electronic communications system, or telecommunications system, whether or not the intrusion results in the corruption or loss of data;
(i) To transmit any material (by email, uploading, posting, or otherwise) that infringes any Intellectual Property Rights of any third party, including, but not limited to, the unauthorised copying of copyrighted material, the digitization and distribution of photographs from magazines, books, or other copyrighted sources, and the unauthorised transmittal of copyrighted software;
(j) To collect, or attempt to collect, personal information about third parties without their knowledge or consent;
(k) For any activity which adversely affects the ability of other people or systems to use 1823’s services or the Internet. This includes “denial of service” (DoS) attacks against another network host or individual Interference with or disruption of other network users, network services or network equipment is prohibited. It is the Customer’s responsibility to ensure that their network is configured in a secure manner. A Customer may not, through action or inaction, allow others to use their network for illegal or inappropriate actions. A Customer may not permit their network, through action or inaction, to be configured in such a way that gives a third party the capability to use their network in an illegal or inappropriate manner. 1823 reserves the right to check that Customers using 1823 Services have not left their networks open to abuse by smtp relay checking and sending email through the Customer mail servers; or
(l) To use a personal account for high volume or commercial The Services are intended for active use of email. Customers may stay connected so long as they are actively using that connection for the above purpose. Customers may not use the Services on a standby or inactive basis in order to maintain a connection. Pinging is expressly prohibited. 1823 maintains the right to terminate any Customer connection following any extended period of inactivity as determined by 1823.
(j) A reference to the Customer includes any person using a service in connection with or as a result of any agreement with 1823.
