Trading Terms and Conditions

DEFINITIONS

"Customer equipment or equipment" means the telecommunications equipment, telephone system or computer equipment that the customer uses to connect to the telecommunications service provided by Lines&Calls, whether this service is a telephone line, internet connection or a telephone call or data call routing service, carried over a telephone line or internet connection at the customers premises.

"Lines&Calls" or "The Company" or "us" or "we" is Midland Telecommunications Management Limited, Company Registration number 03655811 registered in England at 255 Hospital Street, Birmingham. B19 2YF "Customer", "You" or "Your" means the person(s), company or organisation with whom Lines&Calls contracts to provide the service.

"Service" means the telephone line, phone call, internet connection, equipment maintenance and reprogramming and any other services provided by Lines&Calls.

"BT" means British Telecom Plc a Network Service Provider or any of the BT group of businesses including BT Wholesale and BT Openreach.

"Soft terms policy" – a set of terms in the agreement that is advantageous to the customer by adding more flexibility to change their services without paying any financial penalties or repaying any discounts.

"Conditions" these terms and conditions for Lines&Calls service

"Agreement" is the contract.

"Free connection or connected for free" this is where Lines&Calls waive (partially or wholly) the connection charges that would normally have been payable by the customer for the provision of new or upgraded telephone lines at the customers premises, in lieu of an extended contract term and/or lesser discount from the standard list prices.

"Service Provider" is a business that administers and charges for the telecommunication and internet services to customers but may not provide the service directly.

"Network Services" are telecommunication services that can include lines, calls and features such a call diversion, call barring and caller identification that are provided to the customer at their places of business either directly by cables or indirectly by wireless radio connections.

"Network Service Provider" is the telecommunications or internet Service Provider that provides the connection of the telecommunication service to the customer premises and carries the call or data traffic across it either partially or wholly.

"The commencement date" of this contract is the date that it was agreed by the customer on the web site order or by their signature on a printed description of the contract or by verbal agreement to the contract.

"The effective date" is the date that the network services were connected by Lines&Calls on behalf of the network services provider and were declared operational by the network services provider. Where multiple services are provided each one shall have its own effective date

"Anniversary renewal period" is an additional twelve month term automatically added to the original contract or agreement term because Lines&Calls had not received notification from the customer within the specified notice period that they wanted to end the agreement.

"Hacking" is an intrusion into the customer’s equipment by an unauthorised third party through electronic means. Typically the customer’s telecommunication or computer equipment could be manipulated by remote access to make unauthorised calls or internet connections.

"Telecommunication ACT" is any law passed in the UK that dictates the use of telecommunication services.

"Code of practice" is an OFCOM requirement that a Service Provider has a code of conduct for resolving disputes and sales and marketing practices. These Codes are available on request and at our website.

"Schedule of services" is a list of all the telephone numbers that represent each of the services included in this agreement and any description of a none numbered service such as maintenance or broadband.

"Bundles" is a package of time in minutes of calls or connected time to a telecommunication service purchased in advance, which can be of various types of services.

"Service Provider Gateway" is an internet based order placing and transfer system provided by BT Openreach to control the ordering of telecommunication services by service providers.

"Check box" or "check tick box" are computer software displayed switches appearing upon a computer screen at the customer’s location that are visually displayed upon a display screen broadcast from the Line&Calls web site. Such switches enabled by the customer by keyboard stroke or mouse click will select the choice of products from displayed lists or descriptions. These selections are displayed on various screens within the web site pages and summarised in a conventional manner, displayed on the screen as if written upon paper and headed "order summary". The order summary allows the customer to make a final decision to confirm the order selections they have made throughout the web site and as per the selected products added to their virtual "shopping basket". An e-mail is sent to the customers e-mail address as per the e-mail address requested while the customer was filling in the "contact form" details requested by the web site’s displayed pages.

"radio button" or "quantity selections" are computer software displayed selections appearing upon a computer screen at the customer’s location that are visually displayed upon a display screen projected or displayed upon the Line&Calls web site or computers visiting that site via the internet or other remote means. Typically a tick appears next to the selection chosen or a button shaped circle is switched dark in the centre to indicate an agreement or selection by the customer. When selecting quantities a drop down box allowing the customer to select from a list of displayed quantities or the customer types in a number from their keyboard to indicate the quality or the product or service required.

"Order Summary" is a displayed web page that the customer has the opportunity to read from their visual display and confirm as acceptable as an order from them and subject to these standard terms and conditions. The customer is given the opportunity to read and print off these terms and conditions and confirms that they agree to them or not agree to them by activating the relevant radio button.

"Payment gateway" is a computer software displayed screen projected by a web site that the customer can receive upon their screen at their location and accepts payment from credit cards, debit cards or paperless direct debit.

"Paperless Direct Debit" is a bank automated payment service allowing the customer to enter their bank details into a payment gateway to facilitate the payment to Lines&Calls for a product or service provided by Lines&Calls.

1. THIS AGREEMENT

i. This agreement covers all services provided by Lines&Calls. It replaces any other oral or written agreement we have with you for the services. Any alterations to this agreement can be made and set out in a separate schedule (or statement if agreed verbally) in writing and signed by the customer and agreed by a Director of Lines&Calls.

ii. This agreement will start from the commencement date that the customer signed the Lines&Calls paper order form, schedule, contract or agreement and the minimum term or period of the contract shall start on the effective date our services were first made available for to you to use by the Network Service Provider or other Service Provider or Lines&Calls.

iii. This agreement can also be authorised by the customer to order the services or products mentioned verbally over the telephone while the speech was being recorded electronically and stored by Lines&Calls.

iv. This agreement may also be activated by agreeing to order the services or products displayed by computer software upon various computer screens broadcast from within the Lines&Calls web site pages and summarised in a conventional manner, displayed on the screen as if written upon paper and headed "order summary". The order summary displayed upon the screen at the customer’s location allows the customer to make a final decision to confirm the order selections they have made throughout the web site and as per the selected products added to their virtual "shopping basket". The order summary may be printed by the customer at their location. An e-mail is sent to the customers e-mail address as per the e-mail address requested while the customer was filling in the "contact form" details requested by the web site’s displayed pages. By completion of the order summary process broadcast by enabling various on screen selections on the Lines&Calls web site, the customer agrees that the commencement date is that date the on-line order was completed and the minimum term or period of the contract shall start on the effective date our services were first made available for to you to use by the Network Service Provider or other Service Provider or Lines&Calls.

v. By completing the on-line payment gateway process the customer agrees to pay for the services described in the order summary and subject to these terms and conditions herein.

vi. Either party may end this agreement if the other breaks the terms of this agreement and after written notice does not remedy the breach within 14 days. If the other is unable to pay its debts as stated in section S123 of the insolvency act 1986. If a liquidator (or professional relevant to bankruptcy) is appointed to manage all or some of the others assets or operations (other than for the purpose of amalgamation or reconstruction). If the other enters into an arrangement or composition with its creditors or a court or creditor appoints a receiver, administrator or makes a winding up or bankruptcy order against the other

vii. Where multiple services are contained within this agreement, each service shall have its own effective date.

viii. Lines&Calls may vary the terms of this agreement by writing to you at your premises giving not less than twenty eight days notice. In such cases you have the right to cancel the agreement by writing to us as per section 5 of this agreement.

ix. Failure by either party to exercise or enforce any right conferred by this agreement shall not be deemed to be a waiver of any such right nor operate so as to bar the exercise nor enforcement thereof, or any other right on any later occasion.

x. Any provision of this agreement which is declared void or unenforceable by any competent authority or court shall to the extent of such invalidity or unenforceability be deemed severable and shall not effect the other provisions of this agreement which shall continue unaffected.

xi. Lines&Calls’s Soft Terms Policy applies to this agreement where indicated. This allows the customer to cease a telephone line they no longer require due to redundancy of need, transfer their services to new premises or upgrade their services to a new type and transfer the balance of the term of the agreement without terminating the agreement and paying a penalty. New connection charges my apply to the new services.

2. THE SERVICE

i.We will make every effort to make the services available to you, but owing to the nature of telecommunications networks, it is impossible to provide a fault free or un-interrupted service and the quality of the services depends on the network provided by the Network Service Provider to which you are connected. It is agreed that Lines&Calls will not be liable for any losses for interruption to the service where caused by the Network Service provider or other third party. If an interruption to the service was in breach of the service level agreement provided by the network service provider or service provider, Lines&Calls will apply for compensation from the said Service Provider and pay any sums due in full to the customer, any failure to obtain a compensation payment by Lines&Calls shall be deemed that none was due. In all cases it is agreed that the compensation shall be relevant to the value of the service provided by Lines&Calls and not to the value of any consequential losses, loss of opportunity, goodwill or other compensation and in all cases shall not exceed the sum of £1500 for any fault or series of faults reported promptly during any twelve month period. Where the interruption or disruption to the service is due to the negligence of Lines&Calls, the limitation of liability shall be limited to the value of that specific interrupted service for one month’s charges levied by Lines&Calls for that service for any fault or series of faults, whether intermittent or constant. In all cases this liability will be limited to £1500 and any customer requiring greater levels of compensation shall apply to Lines&Calls for an amendment to this agreement to be scheduled to allow for a greater level of compensation and subsequent increase in service charges.

ii. All requested delivery dates for the effective date of the service are provisional and subject to survey and final confirmation. The Network Service Providers cannot guarantee the delivery date of the service until it is actually brought into effective service.

iii. All numbers issued to you in advance of the effective service date are provisional and cannot be guaranteed until the service has become effective. Lines&Calls is not liable for any costs of reprinting literature or other forms of media planned in advance of the effective date of the service.

iv. You are required to inform us of any potential hazards that are present on site prior to the arrangement of a Network Service Provider’s Engineers appointment.

v. Upon notification of a fault by you, we will use the procedures laid down in the Network Service Providers, service level agreement to report and rectify the fault.

vi. If your service fails and this is subsequently found to be due to your equipment or error in using the service, then you agree to pay for any costs that may arise or from calling out the Service Provider’s Engineers to remedy the suspected fault. Lines&Calls may at a Manager’s discretion or promotional service level agreement, waive certain Service Provider’s or Network Service Provider’s engineering charges.

vii. You agree that Lines&Calls has the authority to arrange the transfer of line rentals and call services from other Service Providers to Lines&Calls upon agreeing to these terms and conditions.

viii. Where phone numbers are allocated to you, you have no right to sell or to agree to transfer the number provided to you for use with the service. The Service Provider may change your telephone number for technical or regulatory reasons and it is agreed that Lines&Calls have no liability for costs arising from any such changes.

ix. Each telephone line can be entered into the national phone book and into various directory enquiry services. Unless otherwise stated, all telephone numbers provided will be ex-directory. You must notify us of any directory entries you require and the style in which they are to be displayed. We may ask the phone book administrators to contact you directly in connection with these services should you have specific requirements.

x. You agree that Lines&Calls has the authority to represent you when dealing with your current Network Service Providers for the purpose of transferring any services in connection with this agreement.

xi. Lines&Calls accepts no responsibility or liability for the customer being in breech of contract or for administration or termination charges and penalties levied by other Service Providers to you, as a direct result of the transfer of your services to Lines&Calls. In the event of you not wanting to proceed with this agreement because you are in breach of contract or will incur substantial termination charges or penalties by existing Service Providers, Lines&Calls will suspend the commencement of the agreement for up to twelve months so that you can terminate the said agreements by giving the appropriate notice. Where the existing agreements have longer than twelve months to run you agree to pay Lines&Calls marketing and administrative expenses of five hundred pounds plus the cost of any transfer fees levied by Service Providers in transferring the services to Lines&Calls.

xii. Where the telephone number given by the customer describing the service (written on the schedule of services on the front pages of this agreement) is only one of the numbers associated with that service, it is deemed that all the other numbers associated with that service are included in this agreement. When transferring a service from another Service Provider or upgrading a Service that is currently in service, to Lines&Calls, it is agreed than any unlisted, unknown or undisclosed services that already exist are to be transferred and charged as per Lines&Calls current price list. Unless otherwise informed Lines&Calls will transfer any services "Like for Like" and retain any services to be charged at the current price list for the agreed term of the minimum term of the agreement.

xiii. Where a Network Service Provider carries out an installation or provides a service to the customer (that the customer ordered from Lines&Calls) that causes disruption to the customer’s business or damage to other services or equipment the customer is using, it is agreed that Lines&Calls cannot be held liable for any consequential losses or damages caused by the Network Service Provider beyond the level of compensation offered by the Network Service Provider and their Service Level Agreements with Lines&Calls.

xiv. Where a service is provided by a Service Provider and that Service Provider has a service level agreement, the service will be deemed to be subject to the service guarantees contained within it. Lines&Calls will provide the customer with all such documents upon request. Unless stated otherwise in the appropriate Service Level Agreements, the service will normally be repaired within forty eight hours commencing the day after the fault was reported, acknowledged and accepted by the Service Provider and a fault reference given. Where the fault was not recognised or rejected by the Service Provider, the fault will be deemed to have commenced at the time the fault reference was actually given. Where the fault is deemed beyond the reasonable control of the Service Provider the customer accepts that the fault will be fixed in an indefinite time period and no compensation for loss of service or business will be due.

xv. Where new services are to be provided by a Service Provider on behalf of Lines&Calls the customer accepts that all new installations are subject to survey by the Network Service Provider and there may be unforeseen delays in providing the Network Service and Lines&Calls are not responsible for loss of business or any liability for compensating the customer. Where the Service Provider offers compensation for the loss, delay or interruption of the service, upon request by the customer, Lines&Calls will claim any compensation due and pay to the customer in full. The maximum liability in all cases for delayed installations is limited to one thousand five hundred pounds for any one or series of delays and interruption in service.

3. PROVISION OF EQUIPMENT AT NO CHARGE

i. Where Lines&Calls provides the customer with invoice credits covering the partial or entire cost of telecommunication equipment and telephone systems in favour of an extended term maintenance and call service, the equipment shall remain the property of Lines&Calls until all the payments due under the extended term are received. The customer must pay all maintenance contract and call charges due over the full minimum term to avoid paying the normal charges listed for the equipment that were subsequently credited on the agreement.

ii. Not withstanding any other term under this agreement, it is agreed that the customer will pay Lines&Calls for the cost of the equipment even if they no longer require the equipment or maintenance services.

iii. The customer must insure the equipment at the value indicated upon the agreement. Lines&Calls will offer insurance for the equipment and charge accordingly if the customer does not offer an alternative policy showing Lines&Calls that the equipment is fully covered as a item upon the customers own insurance at full value.

4. CHARGING AND BILLING

i. We will send our first invoice shortly after providing the service and then at regular intervals, usually monthly, sometimes we may send an invoice at a different time.

ii. We will calculate your monthly invoice using the prices/tariff agreed on the tariff sheet prevailing at the time the agreement was signed and the services we provide to you. Unless other wise stated all calls are rounded up to the nearest second and all charging is rounded up to the nearest full penny. Where bundles of minutes of calls are pre-purchased for a fixed monthly fee the use of those minutes by the customer and any subsequent minutes used beyond the bundle minutes, shall be in full minute increments.

iii. We reserve the right to increase or decrease our charges and/or introduce new charges from time to time. If we increase any of our charges we will give you at least fourteen days prior notice and in such circumstances you may cancel this agreement with immediate effect by notifying us before any increase takes place. Where a free connection of a line service has been provided to the customer and the connection charges waived at the time of connection, the waived connection charges must be paid in full if the cancellation of the agreement is before the end of the minimum terms agreed as part of that service. Where the customer has had equipment provided at no charge the equipment provided must be paid for at the value indicated on the agreement should the customer wish to cancel the agreement.

iv. We reserve the right to make changes to these terms and/or introduce new terms from time to time if there are changes to the law or amendments to the terms and conditions upon which we are able to obtain services from Network Service Providers.

v. The charges for the services contained in your monthly statement are calculated using call records provided by the Network Service Providers. In the event of any dispute the call data provided by the Network Service Provider will be audited by them and upon that audit confirming the data as accurate, the Network Service Providers records shall be deemed accurate to produce an interim bill until such times that the call records can subsequently proven to be inaccurate. The timed and dated call records produced by the Network Service Provider, deemed to be made from the customers premises because the customers telephone number is recorded as the source of the call, shall be conclusive evidence that call has been made by the customers equipment, and the customer shall pay Lines&Calls for the calls until such times that the customer can prove otherwise.

vi. Lines&Calls may decide to set a credit limit on your account at anytime. It may be possible for you to pay a deposit should you wish this limit to be increased; this will be the sole discretion of a Lines&Calls director.

vii. If Lines&Calls only provide a calls service then you are liable to pay other service charges to your Network Service Provider.

viii. Invoices will be sent to the address the lines are provided unless requested otherwise.

ix. You are liable to pay the cost of calls made on this service howsoever initiated whether voluntarily or automatically made by a computer or customer equipment. This includes unauthorised calls made on your services without your consent by means of faulty equipment, fraud, theft, malicious use by an authorised or unauthorized person or by hacking.

x. It is agreed that any dispute or query about the charges made under this agreement must be made in writing within thirty days of the date of the invoice. Any dispute or query lodged thereafter must be made in wiring to us and no sums may be offset against money owing to us under this agreement.

xi. Where the customer disputes any charges on the bill they may not offset any amount greater than the sum of the disputed overcharge and all other amounts must be paid by the due date.

xii. Where a billing dispute cannot be resolved the customer should refer to Lines&Calls’s Code of Practice for dispute resolution available on our web site at www.midland-telecom.com or available in writing from our offices upon request.

xiii. Where the customer has been given a discount for a service based upon BT’s or other Service Providers list prices for the service and BT or other Service Provider raise the charges associated with that service, it is agreed that the same discount will apply throughout the agreement and the increased charges will automatically apply from the date of the increase. Furthermore it is agreed where BT or other Service Provider decrease the list price of the service the charges will reduce by the same.

xiv. If the customer does not make a payment for an invoice within sixty days of the date of the invoice and the invoice is not the subject of any dispute between the customer and Lines&Calls, it is agreed that a late payment charge of ten pounds may be added to the customer’s following month’s invoice.

xv. The normal method of payment under this agreement is by direct debit. With the exception of public sector customers all other customers agree to pay Lines&Calls by this method or pay a surcharge of 3% on all billed services or a payment fee of £4.50 per bill whichever is the greater amount.

xv. If the Service Provider who provides the customers line service raises the wholesale price of that line service it is agreed that the customer will pay Lines&Calls an increase of an equivalent amount in percentage terms. Lines&Calls will write to the customer informing them of the increase in charges within twenty eight days of the planned increase. If the customer refuses to accept the increase in charges within fourteen days of the planned increase date, then the customer has the right to cancel the agreement repaying any line connection charges and equipment provided at no charge or for free.

xvi. Where the customer uses an on-line payment gateway to pay for the products or services supplied within this agreement it is agreed Line&Calls cannot be held responsible for losses arising from fraud or unauthorised use of customers credit cards, debit or payment cards or bank details which may have been assisted by the use of the Lines&Calls web site, e-mail or other electronic communication or by the unauthorised use of recordings taken from telephone conversations with customers ordering from Lines&Calls.

5. TERM and ENDING THIS AGREEMENT

i. There is a minimum term set out on the front page of this agreement marked "Minimum Term" or period or a tick box that the customer has chosen dictating the minimum term in box B,C or D in four, twelve or twenty quarters of a year. In the case of verbal orders or web site based orders the minimum term has been verbally given or you have been displayed the minimum term on our web site order summary page. The agreement commences from the commencement date. The minimum term will commence on the effective date of the service being provided and will continue until terminated in writing giving the appropriate notice period see 5 ii herein.

ii. This agreement provides a continuous service and will automatically renew for another twelve months on the completion of the initial minimum period unless the customer writes to Lines&Calls giving at least thirty days notice (in writing, by recorded delivery to our offices) expiring upon the anniversary of the effective date of the service commencing.

iii. Without prejudice to the rights of the parties under this agreement, either party may end this agreement by giving a minimum of thirty days written notice before the expiry of the anniversary of the effective date and have completed the agreed minimum contract term. All outstanding line rental charges and call usage must be paid.

iv. If the customer wishes to have a continuous service after the expiry of the agreement they hereby agree to pay any costs to re-programme their equipment and for any calls made over our network and any line service rental charges due until the new provider has reprogrammed your equipment and transferred any lines involved in the service to the chosen Network Service Provider.

v. If you cancel any of the services within this agreement before they are made available to you on the effective date, because you have changed your order and do not require them in the first place and are not planning to source similar services from another Service Provider, you may still be liable to pay cancellation charges if you do not give sufficient notice. You must give at least fourteen days notice in writing to cancel any of the services under this agreement prior to the effective date to avoid cancellation charges. If you have permitted any Network Service Providers to connect any cabling or equipment to your premises after the agreement has been signed you will be liable to pay cancellation charges up to the value of the normal connection charges levied by the Network Service Provider and one year’s service rental charges due under the agreement.

vi. Some forms of telecommunication service cannot easily be terminated for retention or transfer to another service provider (currently, broadband, ISDN, Alarm, Direct Dial and numbers ported between network service providers, e.g. between BT and Virgin Media) whereupon these services could be permanently and irrecoverably lost (other than a complete re-order from new) if terminated at the customer’s request. Where a service is irrecoverably lost, LinesandCalls will accept no responsibility for any consequential losses arising from such an instruction. Customers leaving LinesandCalls should liaise with their new service provider to arrange the transfer of the service on the requested termination date. Failure to transfer a service by an agreed date that was not terminated thereafter, will result in the charges for that service being renew for another year. Linesandcalls will normally permit a service to renew unless the customer has expressed a wish to terminate the services forthwith on the termination date.

6. TRANSFER OF THE SERVICE TO ANOTHER SERVICE PROVIDER

i. If you decide to transfer any of the call and line services within this agreement to another Service Provider before the end of the minimum term that has been agreed or before the end of an annual renewal period, you will be liable to pay all the line rental that would have been due until the end of the minimum or revised minimum term, furthermore the customer will pay Lines&Calls an administration fee of three hundred pounds and forty percent of the estimated call spend for the remaining term of the agreement, based upon the average spend in the last three months of the services involved prior to the requested termination date.

ii. Lines&Calls may require a deposit from the customer prior to transferring the service to another Service Provider to cover the cost of telephone calls and line rental not yet billed to the customer. It is agreed that Lines&Calls may prevent the customer from calling expensive premium rate services until the transfer is complete. Unused deposits will be refunded within ninety days of the final bill issued to the customer from Lines&Calls.

iii. The customer authorises Lines&Calls to refuse any transfer of the services under this agreement to another Service Provider by rejecting any orders placed upon the BT Openreach Service Provider Gateway unless the customer notifies Lines&Calls in writing (described in section 15 herein) that this transfer has been agreed and Lines&Calls has been paid all sums and deposits due under this agreement.

iv. Where the customer partially transfers the call element of this service to another Service Provider (after previously using services supplied by Lines&Calls), the customer must compensate Lines&Calls for forty percent of the lost call revenue that would have been due under the remaining term of the agreement (based upon the average of the last three months call revenue prior to the call traffic being switched to the other Service Provider).

7. CEASING THE SERVICE DUE TO REDUNDANCY OF NEED AND SOFT TERMS POLICY

i. Without prejudice to the rights of the parties under this agreement, where a customer has not had a free connection of their lines and has no further use of a service because they no longer require it and are not moving premises to another location whereupon they could continue the use of the service with Lines&Calls, Lines&Calls allows the customer the option to cease the line and call service at any time during the minimum term of the agreement.

ii. Without prejudice to the rights of the parties under this agreement, where a customer has had a free connection of their lines and has no further use of a service because they no longer require it and are not moving premises to another location whereupon they could continue the use of the service with Lines&Calls, Lines&Calls allows the customer the option to cease the line and call service at any time during the minimum term of the agreement providing they repay a proportion of the connection charges waived at the time of connection of the service, aggregated over the term of the free connection agreement .

8. MOVING THE SERVICE TO ANOTHER PREMISES AND SOFT TERMS POLICY

i. You are permitted to transfer your lines to another premise and transfer the agreement to provide the services in your new premises with Lines&Calls, at any time before the expiry date of your agreement (see IV herein) except where you have taken a free connection and had the connection charges waived in favour of an extended minimum term, whereby you will be required to settle the agreement by repaying a fair proportion of the connection charges.

ii. Where the customer requested the transfer of the services with Lines&Calls, all the services transferred or connected to the new premises by Lines&Calls shall be deemed to be covered by this agreement. If the customer elects not to use Lines&Calls for any the services at the new premises that are the equivalent service that they had at their current premises, then the parties agree that this constitutes transferring the service to another Service Provider as detailed in section 5 of this agreement.

ii. Where the services vary from the original services in the telephone numbers used, quantity and type, the new services shall be discounted at the same level as the previous services until the expiry of the minimum term of the agreement.

iii. You will have to pay Lines&Calls for the connection charges for the services at your new premises at the Network Service Providers published rates. These charges will be quoted to you well in advance of your move.

iv. If you have an unexpired "free connection agreement" and wish to move before the end of the minimum term and take out equivalent services at your new premises, then all you will have to repay is a fair proportion of the waived connection charges that were given as free. You can then take out a new free connection agreement at the new premises.

9. UPGRADING THE SERVICE TO A NEW TYPE AND SOFT TERMS POLICY

i. Where the customer wishes to upgrade their services to a new type they may do so at anytime. The customer must pay any connection charges due on the new service. The agreement will transfer to the new upgraded service until the expiry date or for twelve months whichever is the greater.

ii. Where the customer has had the service connected and in service in total for less than twelve months by any Service Provider(s), they will have to pay the remaining rentals to the end of the twelve months if they wish to upgrade before then.

10. USING THE SERVICES

i. You must use the services in accordance with the Law relating to any Telecommunications Acts and within the terms of the Network Service Providers operators licence of any Network Service Provider that provides these services indirectly to you.

ii. You must inform us of any changes or proposed changes in your address, telephone, fax or any other lines provided.

iii. You must agree NOT to use the services as means of transmitting any material that is offensive, defamatory or of an abusive, obscene or menacing nature.

11. PAYMENT OF BILL

i. You must pay Lines&Calls for any invoices raised for line rental and call charges by the due date. By signing a direct debit form or on-line paperless direct debit you agree to pay charges in connection with the services by direct debit and authorise Lines&Calls to deduct each month sufficient funds from a nominated bank account to pay for these services. In the event that our request is rejected due to insufficient funds or cancellation we will apply a charge of twenty five pounds to cover administration costs and apply a three percent surcharge to your invoice thereafter, or until a new direct debit is enabled.

ii. We may charge interest on overdue, outstanding balances calculated daily at a rate of five percent above the current base rate of Natwest Bank PLC on any amount you fail to pay by the due date whether before judgement or after until we receive payment of the amount in question. You will agree to pay any fees or expenses incurred by Lines&Calls in collecting the overdue amounts.

12. LIABILITY AND INDEMNITY

i. Save as expressly provided in this agreement (including any part) there are no other conditions, warranties or representations (express or implied) with respect to the services and any condition or warranty implied by law including by the Sale of Goods Act 1979 and the Supply of Goods and Services Act 1982 are expressly excluded. The customer expressly affirms that it is not relying on any warranty, condition or representation not contained in this agreement.

13. SUSPENDING THE SERVICE

i. Without prejudice we have the right to suspend the provision of services immediately without telling you or without notice if:-

We believe our service is being used in an unauthorised way or for criminal activities or You fail to pay any of our charges when due
Or
You commit a substantive breach of this agreement
Or
Your credit limit is exceeded
Or
We are aware or believe that you have entered into this agreement fraudulently
Or
You cancel or your direct debit instruction is refused without prior written notice from you
Or
You do any thing to affect the operation of our services

ii. If we have not received payment of your bill we may decide to suspend/disconnect your service. Normal monthly rental will continue to be charged during any period of disconnection. You will be charged a fee for reconnection of the service of twenty five pounds plus vat.

14. RESPONSIBILITY AND JURISDICTION

i. This agreement is governed by the laws of England where your principal address is located in England, Wales or Northern Ireland and by Scottish law where your principal address is located in Scotland.

ii. Lines&Calls are liable to you if our negligence causes death or personal injury.

iii. In all other circumstances our maximum liability in respect of any incident or series of incidents under this contract is limited to one thousand five hundred pounds plus vat.

iv. Lines&Calls does not provide any network services directly but acts as a Service Provider. The customer agrees that Lines&Calls cannot be held responsible or liable for the failure of any of the services provided under this agreement as Lines&Calls has no direct control of how the services are provided and is not liable for any consequential losses of profits or revenue, loss of use, lost business or missed opportunities, wasted expenditure or savings you might have made from not being able to use the services normally or from the service not being available. Where there has been an interruption to the service provided and the Service Provider pays compensation for loss of the service, Lines&Calls, at the customer’s request, will recover any such compensation due to the customer and pay it in full. It is agreed that the amount of compensation by participating Service Provider’s is currently limited to £11.75 + vat per line, per working day, that the service is interrupted beyond the Service Level Agreement provided by the Service Provider, which is that the Service Provider repairs the fault currently within forty eight hours after the day the fault was reported and acknowledge by the Service Provider. It is agreed that Compensation is limited to one thousand five hundred pounds for any one incident or related series of incidents. If the customer deems that the service provided to them is more valuable than this level of compensation, then it is agreed that those terms will be negotiated in a separate supplement to this agreement and endorsed by both parties.

v. Matters beyond our reasonable control. If we cannot do what we have promised in this agreement because of something beyond our reasonable control such as lightning, flood, or exceptionally severe weather, line failure, fire or explosion, civil disorder, war, or military operations, national or local emergency, anything done by government or other competent authority (including the Network Service Provider or industrial disputes of any kind,(including those involving our employees), we will not be liable for any consequential losses howsoever incurred..

vi. On occasions we are unable to provide services because of something out of our reasonable control we will not be liable to you. If you choose to use an alternative carrier or network during this time we will not be responsible for their charges and you will remain liable for any charges for services from our company.

15. NOTICES

i. If the parties need to write to each other they must do so as follows: To Lines&Calls at the address quoted on the monthly invoice or to the customer at the address to which the customer asks Lines&Calls to send the invoices or if the customer is a limited company its registered office.

ii. In the event of a notice to terminate or cease or transfer the services in this agreement we require notification in writing by recorded delivery giving the appropriate notice period.

iii. In the event of either party committing a breach of the terms of this contract, the party that has suffered from the breech may inform the offending party that they have fourteen days notice in writing to remedy the said breech. All such notices are to be given in writing.