Terms & Conditions

Legal Notice

1823 Group Limited Standard Terms and Conditions

1. Definitions

‘Acceptable Use Policy’ means 1823 Group Limited’s acceptable use policy (as updated and/or amended from time to time).

‘Agreement’ means the Terms and Conditions and all Product Agreements together (including, for the avoidance of doubt, the terms of any relevant Product Schedules).

‘1823 Group Limited’ means a company registered in England and Wales under company number 08153619 (trading as “1823 Group Limited”).

‘Charges’ means any sums payable to 1823 Group Limited 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 Group Limited which enters into one or more Product 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.

‘Direct Loss’ means any loss characterised at law as direct loss and excludes all indirect, special or consequential loss.

‘Equipment’ means the items of hardware leased, rented or purchased from 1823 Group Limited to the Customer under this Agreement.

‘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 Group Limited, any delay or failure caused by 1823 Group Limited’s contractors or Network Operator but shall exclude any failure to pay the Charges.

‘Infrastructure Provider’ means a third party provider of Service Infrastructure, including Network Operators and Cloud Service Providers, 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 Group. The term hardware fund and kit fund have the same definition and are interchangeable terms.

‘Legislation’ means any statute, statutory provision or subordinate legislation in force from time to time.

‘Liability’ means all liability including liability for breach of contract, negligence, breach of statutory duty and/or tort, any liability in relation to any indemnity and any other liability howsoever arising.

‘Losses’ means losses, damages, costs, claims, proceedings, expenses and liabilities (including reasonable legal fees).

‘Minimum Term’ means the term specified on the Order Sheet.

‘Network’ means a telecommunications network run by a Network Operator in respect of which 1823 Group Limited is providing wholesale or resale services.

‘Network Operator’ means an organisation operating a telecommunications network or hosted services environment, which has in each case been duly authorised to do so.

‘Number’ means a telephone number used for receiving the Services, whether or not allocated by 1823 Group Limited.

‘Order Sheet’ means the form completed by 1823 Group Limited specifying the order form, the Customer’s minimum spend, minimum term, the Product, the Customer details and the Product Agreement start date.

‘Product’ means one of 1823 Group Limited’s standard products from time to time, which may consist of a combination of Equipment, software and other goods and services.

‘Product Agreement’ means the Order Sheet for a Product entered into between 1823 Group Limited and the Customer for the purchase and provision of a Product, subject to these Terms and Conditions and the relevant Product Schedule, and validly executed by duly authorised representatives of both parties ‘Product Schedule’ means (if applicable) the Schedule setting out specific terms and conditions in relation to the provision of a particular Product.

‘Service Infrastructure’ products and/or services which 1823 Group Limited is reselling as part of a Product, 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 Product, Equipment or other goods or services by 1823 Group Limited to the Customer under a Product Agreement.

‘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.

‘Year’ means, in respect of any Product Agreement, any twelve-month period ending on an anniversary of either (i) the date that the Product Agreement is duly executed, or (ii) if earlier, the date on which 1823 Group Limited first began to provide Services under that Product Agreement.

2. Structure and Duration

2.1 Terms and Conditions: These Terms and Conditions shall apply to any Product 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 Product Agreement, up to and including the date that all the Customer’s Product Agreements are no longer in force, whether through expiry or termination. Each Product Agreement shall also be subject to the provisions of any relevant Product Schedule, which are deemed incorporated into such Product Agreement on signature of the same.

2.2 Product Agreements: Each validly executed Product Agreement shall constitute a separate binding contract, subject to these Terms and Conditions and the relevant Product Schedule(s). Each Product Agreement shall have effect on and from the date that it is executed by both parties. The duration (including any minimum period), renewal, termination and expiry of each Product Agreement shall, subject to Clauses 2.3 and 2.4, be as set out in such Product Agreement.

2.3 Should the Customer fail to give notice to renew a Product Agreement and subsequently continues to use the relevant Services beyond the end of the notice period (or current term of the Product Agreement, as the case may be), the Product Agreement shall be deemed to continue for an indefinite period with a minimum of 12 months. 1823 Group Limited shall be entitled to charge the Customer for the full price of the relevant Product without any previously applied discount.

2.4 If a Product Agreement contains a minimum spend commitment from the Customer and, at the intended date of termination or expiry of such Product Agreement, such spend commitment has not been reached, then the term of the Product Agreement shall be extended on the same terms until

such time as the minimum spend commitment has been satisfied. In the event of such an extension, the Product Agreement will automatically terminate at the end of the month in which the minimum spend commitment has been satisfied. 1823 Group Limited reserves the right to demand payment from the Customer of any shortfall in the minimum spend commitment agreed by the Customer and specified in the Order Sheet, at any time during the term of the Agreement.

2.5 Any request for additional Services and any change to an existing Product (including an upgrade or re-sign) will be made by way of the issue of a new Order Sheet or the production of a ticket in 1823 Group Limited’s email ticketing system following the receipt from the Customer of an email requesting such a change. Subject to Clause 2.2, an Order Sheet is accepted by 1823 Group Limited and the Customer and becomes part of the relevant Product Agreement on the date when 1823 Group Limited has agreed to it. Until an Order Sheet is accepted, it does not form part of the relevant Product Agreement. 1823 Group Limited reserves the right to reject any Order Sheet submitted by the Customer. No Order Sheet submitted to 1823 Group Limited may be cancelled by the Customer except with the agreement in writing of 1823 Group Limited (which agreement may be given subject to conditions). All Order Sheets will be deemed to be issued under and invoking these Terms and Conditions and the relevant Product Agreement.

2.6 Customer’s Group: The Customer may enter into a Product Agreement for the benefit of any company in 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 Group Limited.

3. Services

3.1 Supply of Services: All Services are supplied as set out in the relevant Product Agreement, Product Schedule and these Terms and Conditions.

3.2 Title to the Equipment shall not pass to the Customer until:

3.2.1 1823 Group Limited receives in full (in cleared funds) the minimum spend commitment from the Customer for all of the Products; and

3.2.2 the Product Agreement has terminated.

3.3 Equipment: All Equipment is supplied by 1823 Group Limited on an ‘as is’ basis, and with the benefit of the relevant manufacturer’s warranty (if applicable and to the extent freely transferable). 1823 Group Limited 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 Equipment when delivered. Title shall pass when the Customer has paid 1823 Group Limited in full in respect of (i) the Equipment and
(ii) all other sums which are or which become due to 1823 Group Limited from the Customer on any account. When Equipment is purchased and the purchase price is less than the published list price, title will only pass on completion of the minimum period as specified in the relevant Product Agreement. Delivery of Equipment shall be completed when 1823 Group Limited places the Equipment at the Customer’s disposal at the delivery point. The Customer shall arrange for the Equipment to be signed for on delivery. Until title in the Equipment has passed to the Customer in accordance with this clause 3.3, the Customer must:

3.3.1 Hold the Equipment on a fiduciary basis as 1823 Group Limited’s bailee;

3.3.2 Store the Equipment (at no cost to 1823 Group Limited) separately from all other goods of the Customer and/or any third party in such a way that it remains readily identifiable as 1823 Group Limited’s property;

3.3.3 Not remove, destroy, deface or obscure any identifying mark or packaging on or relating to the Equipment;

3.3.4 Maintain the Equipment in satisfactory condition and keep it insured on 1823 Group Limited’s behalf for its full price against all risks to the reasonable satisfaction of 1823 Group Limited. On request the Customer shall immediately produce the full policy of insurance to 1823 Group Limited, and shall allow 1823 Group Limited to inspect the Equipment.
3.3.5 Purchase of equipment using a Hardware Fund: Where you are offered a Hardware Fund as part of your tariff or contract, such fund shall only be available for the duration of the Minimum Term. Your Hardware Fund may only be used to purchase equipment from 1823 Group, and you may only take some or all of your allocated Hardware Fund as a credit against your account only if

agreed with you in writing in advance. Should you fail to use your Hardware Fund within the Minimum Term, and remaining balance will not be carried forward.

3.4 Time of supply: The desired commencement date for the supply or completion of any Services or the delivery of any Equipment is the date (if any) specified in the relevant Product Agreement (or Order Sheet, as the case may be). No date specified by 1823 Group Limited shall be contractually binding on 1823 Group Limited. The Customer acknowledges that the supply of Equipment is subject to availability.

3.5 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 person on an arm’s-length commercial basis.

3.6 If before title to Products passes to the Customer, the Customer becomes subject to any of the events listed in Clauses 11.1.1 to 11.1.3 inclusive or fails to comply with the requirements in Clause 2.4, then without limiting any other right or remedy 1823 Group Limited may have:

3.6.1 the Customer’s right to use the Products in the ordinary course of its business ceases immediately; and

3.6.2 1823 Group Limited may at any time:

(i) require the Customer to deliver up all Products in its possession; 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 Products are used or stored to recover them.

3.7 From time to time 1823 Group Limited 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 Group Limited has no obligation for, or responsibility to despatch the alerts, or for their accuracy or timing.

4. Pricing

4.1 Charges for Products, Equipment and Services: The Charges for any Product, Equipment or services shall be as set out in the relevant Product Agreement. Where the Product Agreement does

not specify a price for any Product, Equipment or services required, the price will be as set out in 1823 Group Limited’s current price lists, unless otherwise quoted by 1823 Group Limited in writing (any such quotation being valid for 30 calendar days from the date of issue). A quotation will not be an offer capable of acceptance.

4.2 Calculation of Charges: Save in the case of manifest error, 1823 Group Limited’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 Group Limited will use its reasonable endeavours to ensure that the Charges remain competitive and reflect any increase in business volumes. If requested, 1823 Group Limited will meet the Customer to review the Charges no more frequently than once every 6 months. 1823 Group Limited may change the Charges to reflect any increase in the amount it is charged by the relevant Infrastructure Provider by giving the Customer (if reasonably possible) 30 calendar days’ written notice. If the total cost to the Customer of the Services is increased as a result of such a notice, the Customer may request (in respect of the Services in respect of which the increase has occurred) that the Charges for the provision of those Services are reviewed. This request must be made within 14 calendar days of the Customer being given notice of the change to the Charges. 1823 Group Limited will have no obligation to alter such Charges unless it is practical to do so.

4.4 Credit limit: The Customer agrees that 1823 Group Limited may search the files of credit reference agencies for information on the Customer. 1823 Group Limited may, on 14 calendar 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 Group Limited and require a particular payment method or period for the Charges. If any monetary limit set by 1823 Group Limited is exceeded,

1823 Group Limited reserves the right to suspend provision of the Services. If 1823 Group Limited forecasts that such limit may be exceeded, the Customer shall deposit, within 7 calendar days of being given a notice to this effect, the amount by which 1823 Group Limited forecasts the limit will be exceeded in the relevant billing period. 1823 Group Limited may retain any amount deposited until the end of this Agreement and no interest will be paid on this sum.

4.5 Tax: All Charges are exclusive of any value added, sales, withholding or other tax (other than any tax based on 1823 Group Limited’s income) which shall be charged in addition.

4.6 Payment terms: All invoices shall be due and payable 14 calendar days after the date of the invoice where payment is made by Direct Debit; otherwise payment shall be due 14 days after the invoice date. On the expiry or termination of any Product Agreement, the payment due date shall be earlier of this payment date and the date of termination or expiry of such Product Agreement. Payments are received only on receipt by 1823 Group Limited of cleared funds.

4.7 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 calendar 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.

4.8 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 Group Limited at the annual rate of the higher of 2% 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.

4.9 Costs of recovery: The Customer will pay all legal fees and other costs incurred by 1823 Group Limited (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.

4.10 User awareness of data charges: The Customer shall be responsible for making its Customer Users aware of the potential for high data charges resulting from misuse or from data usage whilst outside the UK. The Customer acknowledges and agrees that no data caps (bandwidth caps) are to be imposed on the amount of data transferred by a Customer User. The Customer may upon written notice, request a data cap to be imposed by 1823 Group Limited.

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 Group Limited or its agents. Customer further acknowledges that in no circumstances shall 1823 Group Limited have any liability to the Customer or any third party in respect of any fraud perpetrated by the Customer Group or any third party howsoever occurring, including any access gained through fraudulent access to the Services. The Customer shall immediately notify 1823 Group Limited if it becomes aware of or suspects any fraudulent use of the Services. Where 1823 Group Limited is providing maintenance services only, 1823 Group Limited shall use reasonable endeavours to secure the Customer’s equipment against fraudulent access, however 1823 Group Limited shall not be responsible for any sums due to third party suppliers for any fraudulent misuse of the Services.

6. Suspension

6.1 1823 Group Limited shall be entitled in its sole discretion to elect to suspend any or all of the Services until further notice in the event that:

6.1.1 1823 Group Limited is entitled to terminate all or any part of this Agreement, without prejudice to 1823 Group Limited’s right subsequently to terminate all or any part of this Agreement; or

6.1.2 if an Infrastructure Provider ceases to supply 1823 Group Limited or suspends provision of Service Infrastructure to 1823 Group Limited for whatever reason; or

6.1.3 if 1823 Group Limited 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 Group Limited are not paid when due; or

6.1.5 if 1823 Group Limited’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 Group Limited reasonably suspects there is, a breach of the Acceptable Use Policy.

6.2 Where Services are suspended, other than as a result of any breach, fault or omission of the Customer, 1823 Group Limited shall use its reasonable efforts to procure that recommencement occurs as soon as is practicable and that the Services are only suspended to the extent required in the circumstances. In the event that Services are suspended as a result of any breach, fault or omission of the Customer, it will pay all 1823 Group Limited’s reasonable costs, charges and expenses in connection with any recommencement.

7. Authorised Representative

Each party shall, as soon as practicable, nominate an individual (or individuals) (‘Authorised Representative(s)’) to manage their relationship under this Agreement. Order Sheets placed or purported to be placed by a Customer Authorised Representative will, without prejudice to the validity of any other Order Sheet, be binding on the Customer. Each party will be entitled to change their Authorised Representatives by written notice to the other.

8. Acceptable Use Policy

8.1 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 Group Limited reasonably requires in relation to the Acceptable Use Policy and shall indemnify and keep the 1823 Group Limited free from and indemnified against all Losses whatsoever arising out of, brought or threatened against the 1823 Group Limited by any person in connection with any breach of the Acceptable Use Policy.

8.2 Faults: If 1823 Group Limited determines in its reasonable opinion that a defect, fault or impairment to the Services results directly or indirectly from: (i) the negligence, act, omission, or default of the Customer; (ii) the Customer’s breach of this Agreement; (iii) the operation, failure or

malfunction of any network, equipment or software owned or controlled by the Customer other than equipment provided by 1823 Group Limited and used in accordance with its instructions; or (iv) any third party action in response to an act or omission of the Customer or any person given access to the Services by the Customer, then 1823 Group Limited may recover in arrears or advance from the Customer all reasonable costs incurred or to be incurred by it or on its behalf in connection with the remedy of such defect, fault or impairment.

9. Ownership and Content

9.1 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 Group Limited 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 Rights. 1823 Group Limited and its licensors expressly reserve all Intellectual Property Rights not expressly granted to the Customer under this Agreement.

9.2 Software: Software is licenced 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 Group Limited may be unable to provide the related Services. Upon the termination or expiry of the relevant Product Agreement, or of the Customer’s right to use the software in accordance with the previous sentence, the Customer shall remove the software from its computer systems and return all physical copies thereof to 1823 Group Limited and will upon request provide a signed declaration that this clause has been complied with. The Customer shall indemnify 1823 Group Limited in respect of all Losses incurred by the 1823 Group Limited as a result of a breach by the Customer of this Clause 9.2.

9.3 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 Group Limited’s prior consent (such consent not to be unreasonably withheld.) 1823 Group Limited 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.

10. Alterations

1823 Group Limited 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.

11. Termination

11.1 Without prejudice either Party may terminate this Agreement on not less than 90 days notice in writing to expire at the end of minimum term or on each anniversary thereof, save that 1823 Group Limited may terminate the Agreement on immediate notice to the Customer if any of the following events occur.

11.1.1 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

11.1.2 The Customer has in the reasonable opinion of 1823 Group Limited ceased or threatened to cease trade; or

11.1.3 If the Customer fails to comply with any of the terms of this Agreement including failure to pay any Charge when due; or

11.1.4 The Customer commits any breach of any provision of the Agreement (other than a failure to make payment when due) and, where the breach is capable of remedy, the Customer fails to remedy it to 1823 Group Limited’s reasonable satisfaction within 14 days of 1823 Group Limited requesting remedy in writing; or

11.1.5 Any licence held by the Service Provider to operate or use the System whether under the Wireless Telegraphy Acts 1949 to 1967 or the Telecommunications Act 1984 or otherwise 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

11.1.6 If the Customer does or allows to be done anything which in 1823 Group Limited’s or the Service Provider’s opinion will or may have the effect of jeopardising the operation of the Services.

11.2 Upon the termination of this Agreement the Service Provider shall disconnect the Customer Apparatus from the System and the Network.

11.3 After disconnection of the Customer Apparatus from the System consequent upon termination of this Agreement, the Customer shall pay to 1823 Group Limited 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 Group Limited on collecting any payments due.

11.3.1 If the Customer is deemed to be in breach of any of the provisions of this Agreement, or attempts to prematurely terminate this Agreement, 1823 Group Limited may charge the Customer for the Minimum Term (as specified on the Order Sheet) at the RRP of your Tariff, with any associated Minimum Call Spend Commitments and all discounts will be terminated and for any outstanding liabilities incurred.

11.3.2 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-rata’d by the remaining months.

11.4 The termination of the Agreement howsoever arising is without prejudice to the rights duties and liabilities of either party accrued prior to termination. The clauses in these Terms and Conditions which expressly or impliedly have effect after termination shall continue to enforceable notwithstanding termination.

11.5 The early termination fee will be determined at the absolute discretion of the Service Provider and notified to the Customer following early termination, but will not exceed (a) the Rental for the balance of the Minimum Term that remains outstanding plus (b)a sum equal to the arithmetic

average of the Customer’s monthly invoices prior to termination and based upon the last three full calendar month’s invoices, multiplied by the number of complete calendar months left in the Minimum Term after the date of termination (but including the month in which the date of termination falls)

11.6 Upon termination of this Agreement the Customer telephone number shall immediately revert to the Service Provider;

11.6.1 1823 Group Limited shall be entitled to charge the Customer an Administration Fee of £21.27 per Mobile telephone number for the provision of a PAC (Port Authorisation Code); an Administration Fee of £15.00 per DSL connection for the provision of a MAC (Migration Access Code) and may decline any request to do so until the Customer has complied with all its outstanding obligations under this Agreement

12. Provision of Information

12.1 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.

12.2 The parties acknowledge that, for the purposes of General Data Protection Regulation (GDPR), 1823 Group is the Data Processor and the Customer is the Data Controller of any Personal Data.

12.3 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.

12.4 Each party confirms that, in the performance of this Contract, it will comply with the Data Protection Laws.

12.5 1823 Group will:

12.5.1 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 Group is subject; in such a case, 1823 Group shall inform the Customer of that legal requirement before Processing, unless that law prohibits 1823 Group to so inform the Customer;

12.5.2 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 28.3 of GDPR;

12.5.3 take all measures required pursuant to Article 32 of the GDPR in respect of security of Processing;

12.5.4 ensure that any sub-contractor or sub-processor We use in respect of this Contract complies with the provisions of this clause 18 as if it was a party to this Contract;

12.5.5 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 Group’s obligations under it;

12.5.6 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 Group;

12.5.7 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 Group’s ongoing storage of the Personal Data;

12.5.8 make available to the Customer all information necessary to demonstrate 1823 Group’s compliance with this clause 18.4, 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 Group’s Information Security Management System and Policy and any such auditor must be bound by an appropriate Non-Disclosure Agreement); and

12.5.9 inform the Customer as soon as is reasonably practicable if, in 1823 Group’s opinion, an instruction from the Customer infringes, or, if complied with, might cause the infringement of, Data Protection Laws.

12.6 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.

12.7 The Customer shall undertake appropriate data protection impact assessments to ensure that Processing complies with Data Protection Laws. 1823 Group 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.

12.8 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.

12.9 It is the Customer’s responsibility to ensure that:

12.9.1 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;

12.9.2 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 Group on a case by case basis and 1823 Group have no obligation to accept such a request and process such data); and

12.9.3 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 Group.

12.10 In the event that 1823 Group complies with the Customer’s instructions, 1823 Group 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.

12.11 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 18. This indemnity is subject to the exclusions and limitations of Liability set out in clause 14.

12.12 In the event that the Customer requires a copy of the Customer Personal Data being held by 1823 Group, they shall make such a request of 1823 Group which must be in writing. Upon receipt of the request and subject to Customer’s payment of any applicable Fees, 1823 Group 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.

13. Warranties

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. Limitation of Liability

14.1 Neither party limits its Liability for death or personal injury caused by its negligence, or for fraud.

14.2 Subject to Clauses 14.1 1823 Group Limited shall not have any Liability under or in connection with this Agreement:

14.2.1 For any loss or damage other than Direct Loss;

14.2.2 For any loss of profit, goodwill, business, opportunity, revenue, data or potential saving (in every case whether direct or indirect), whether or not such losses were foreseeable by, or the possibility thereof is or has been brought to the attention of 1823 Group Limited. Nothing in this Agreement shall impose any Liability on 1823 Group Limited in respect of non-performance of Services, including delivery of the Equipment, to the extent such non-performance or delivery is due to the Customer’s acts, omissions, negligence or default.

14.3 Other liability: Subject to Clauses 14.1, 14.2 and 14.4, 1823 Group Limited’s aggregate Liability under or in connection with any Product Agreement in any Year shall not exceed the Charges paid or payable under such Product Agreement in the first 6 months of that Year.

14.4 Third parties: Subject to Clause 14.1, in no circumstance will 1823 Group Limited be liable to any third party including any member of the Customer Group other than the Customer. The Customer shall be entitled to treat Losses suffered by other members of the Customer Group as Losses suffered by the Customer itself, but shall ensure that no other member of the Customer Group shall make any claim or demand against any member of the 1823 Group Limited or against 1823 Group Limited itself.

15. Force Majeure

Neither party shall be liable for any delay or failure to carry out its obligations under any Product 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 calendar days by either party the other party shall be entitled to terminate that part of the Product Agreement in relation to which Force Majeure has occurred forthwith on written notice.

16. Changes to the Agreement

1823 Group Limited may change their Terms and Conditions and / or any Product Schedule at any time by giving notice of such change the 1823 Group Limited website. Any change which is required to comply with any Legislation, regulation or code of practice (on 1823 Group Limited, 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.

17. Miscellaneous

17.1 Confidentiality: 1823 Group Limited 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 Group Limited 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 Group Limited shall have the right to publicise that the Customer is a party to this Agreement in any advertising or promotion.

17.2 Notices: Any notice given to a party under or in connection with this Agreement shall be in writing and shall be:

17.2.1 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

17.2.2 sent by fax to its main fax number or sent by email to the address specified in the Order Sheet.

17.3 Any notice shall be deemed to have been received:

17.3.1 if delivered by hand, on signature of a delivery receipt (or at the time the notice is left at the proper address);

17.3.2 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 at the time recorded by delivery service; or

17.3.3 if sent by fax or email at 9.00 am on the next business day after transmission.

17.4 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 Group Limited (which consent may be given subject to such conditions as 1823 Group Limited considers appropriate). 1823 Group Limited 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 Charges. For

the avoidance of doubt, 1823 Group Limited 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.

17.5 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 dealing. In entering into this Agreement and each Product 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.

17.6 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.

17.7 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 Group Limited to give effect to a Product 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.

17.8 Third party rights: No provision of this Agreement shall be enforceable by any third party under the Contracts (Rights of Third Parties) Act 1999.

17.9 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.

17.10 Arbitration: 1823 Group Limited 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 Group Limited 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 Group Limited on request in writing.

17.11 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.

17.12 Trial services or promotional offers: 1823 Group Limited 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 Group Limited to its customers. Unless otherwise stated 1823 Group Limited 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 Group Limited (in relation to some or all of its customers) at any time and without notice. For the avoidance of doubt 1823 Group Limited is not obliged to include the Customer in any Offers it provides. 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.

18. Interpretation

18.1 References to:

18.1.1 Recitals, Clauses, Schedules and Annexes are to recitals, Clauses and sub-Clauses of and schedules and annexes to this Agreement;

18.1.2 A Product Agreement includes any Product Agreement form, these Terms and Conditions, any Product Schedule, other Schedules and Annexes and any other documents explicitly incorporated by reference;

18.1.3 The singular include the plural and vice versa and use of any one gender includes all genders;

18.1.4 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

18.1.5 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.

18.2 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.

18.3 Headings (including clause headings) are for convenience only and shall not affect interpretation.

Acceptable Use Policy

This document sets out the Acceptable Use Policy between 1823 Group Limited defined as the “1823 Group Limited in 1823 Group Limited’s standard Terms and Conditions (“1823 Group Limited”) and you, the Customer. Capitalised terms in this Acceptable Use Policy shall have the same meaning as set out in 1823 Group Limited’s standard Terms and Conditions.

1. The Customer shall only use the Services in accordance with such conditions as 1823 Group Limited 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 authority. 1823 Group Limited may from time to time vary the technical and/or operational procedures for use of the Services.

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.

3. The Customer must take reasonable care to protect any Equipment and SIM at all times until such time as title transfers to the Customer; any negligence may result in the original charge being levied in full.

4. 1823 Group Limited may allocate the Customer a password to enable use of the service or for access to the Equipment. The Customer must keep such passwords safe and confidential and notify 1823 Group Limited immediately if any third party becomes aware of it. 1823 Group Limited reserves the right to change the password without notice. The Customer must follow reasonable instructions given by 1823 Group Limited from time to time regarding the use of mobile devices other equipment and services.

5. We shall have no liability or responsibility for the contents of any communications transmitted via the Services and the Customer, will hold 1823 Group Limited harmless from any and all claims related to such content.

6. The Customer shall not use any of 1823 Group Limited’s services, a mobile device or other equipment used in connection with 1823 Group Limited’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 Group Limited’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 Group Limited’s services or the Internet. This includes “denial of service” (DoS) attacks against another network host or individual user. 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 Group Limited reserves the right to check that Customers using 1823 Group Limited 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 use. 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 Group Limited maintains the right to terminate any Customer connection following any extended period of inactivity as determined by 1823 Group Limited.

7. A reference to the Customer includes any person using a service in connection with or as a result of any agreement with 1823 Group Limited.