Terms and Conditions

Cleartone Communications Limited Terms and Conditions for Telecommunications and Other Related Business Services

1. Definitions and Interpretations

1.1 In the contract, unless the context otherwise:

“Access Numbers” also referred to as “Virtual Numbers” or “Numbers”, means any geographic (0208, 0161 etc) and /or non-geographic numbers (0800, 0845, 0333, 090 etc.) or international (outside UK) phone numbers and / or service allocated to the customers account for the purpose of inbound and outbound calls.

“Additional Service(s)” shall have the meaning given to them in clause 4.1.

“Administration Charge” means any charge we levy for administrative costs as determined by us from time to time or as specified within a tariff or otherwise notified to you.

“Charges” means connection charges, usage charges, fixed charges, rental charges, set up charges, installation charges, activation charges, engineers charges, disconnection charges, reconnection charges, cancellation charges, administration charges periodic charges and other charges to be paid by you for the services calculated in accordance to the pricing and rates set out in our tariff or otherwise notified to you.

“Commencement Date” shall have the meaning ascribed to it in clause 16.1.

“Company”, “Cleartone” “we” and “us” refers to Cleartone Communications Limited.

“Conditions” means these Conditions for Terms and Conditions of communication services.

“Contract” means the contract for the supply of services made between us and you, subject to these conditions.

“Customer”, “you” and “your” refers to the person with whom we contract to supply the services and whose details are set out on the order confirmation email.

“Customer Equipment” means any equipment, including any communications apparatus, system or software, which is owned or controlled by you.

“Customer System” means any communications and/or other equipment operated by you and used in connection with the services and/or service equipment, whether supplied by us or a third party.

“Initial Connection” means the time and date when the services are first made available to you.

“IPR” means any and all intellectual property rights whether existing now or in the future, including but not limited to all patent rights, trademarks, copyright, design rights, database rights, rights in inventions, semiconductor topography rights, know-how, or any similar rights exercisable in any part of the world (whether registered or unregistered).

“Minimum Spend” in relation to services provided before 2008, means in relation to each service, the periodic minimum spend commitment as outlined in the order confirmation agreement, constituting the minimum amount you agree to pay to us within the period set out in the applicable order confirmation agreement for that service regardless of your actual use of the service.

“Minimum Term” means the minimum initial period of service provision for each service, as set out in the order confirmation agreement for each service.

“Network” means electronic communications systems run by or on behalf of us, or procured by us for the purpose of providing the service.

“OFCOM” means the Office of Communications.

“Off-Peak” means calls between 18:01 to 07:59 Monday to Friday and Weekends (including bank and public holidays.)

“Order Confirmation” means the confirmation email send by Cleartone Communications to you for acceptance of the supply of all of the listed products and services from us.

“Parties” means both Cleartone and You – the customer, client, partner or other relevant persons or entity

“Peak” means calls between 08:00 to 18:00 Monday to Friday (excluding bank and public holidays.)

“Privacy Policy” means the Cleartone Communications Limited Privacy Policy, found here – https://cleartonecommunications.co.uk/gdpr/

“PSA” means Phone-paid Services Authority

“Premium Rate Service” means telephone services providing information, advice, entertainment or any other services defined from time to time by PSA as being Premium Rate Service.

“Service” or “Services” means all or part of the services identified in the order confirmation agreement or order form and any related services that we agree to provide to you under the contract. This includes virtual number services, Voice Over Internet Protocol (“VoIP”) and all other services provided by Us

“Service Agreement” means (i) where you place an order with us by telephone, the confirmation of order email as we as these conditions, or (ii) where you place a written order, the confirmation of order email when you become our customer, in most cases detailing, amongst other things, the services you wish to receive, the minimum period you wish to receive the services for and the tariff at which you will be charged and which forms part of this contract.

“Service Equipment” means the equipment supplied to you by Cleartone Communications

“Site” means your premises where the Services are to be provided, as set out in the order confirmation agreement.

“Special Number” means a phone number issued by Cleartone to a customer which – in Cleartone’s sole discretion – is defined as easy to remember.

“Tariff” means our tariff/package referred to in the order confirmation agreement and as amended and notified to you from time to time.

“We / Us” means Cleartone Communications Limited

“WLR” (Wholesale Line Rental) means that we will invoice you for the line rental and outbound calls of your outbound line(s). Openreach will continue to maintain your line and fix any faults that may occur.

“Working Hours” means Monday to Thursday 09:00 – 17:30 and Friday 09:00 – 17:00, excluding any public or bank holidays.

“You” means the customer, client, partner or other relevant persons or entity

1.2. In the Contract, unless the context otherwise requires:

1.2.1. Words in the singular include the plural and vice versa and words in one gender include any other gender;

1.2.2. A reference to:
(a) Any party includes its successors in title and permitted assigns;

(b) A “person” includes any individual, firm, body corporate, association or partnership, government or state (whether or not having a separate legal personality);

(c) Clauses, paragraphs and schedules are to clauses and schedules of these Conditions; and

1.2.3. The headings are for convenience only and shall not affect the interpretation of these Conditions.

2. Provision of the Services

2.1. We will provide, and you will use, the Services in accordance with these Conditions.

2.2. We will exercise the reasonable care and skill of a competent telecommunications service provider in the performance of our obligations under the Contract and will use reasonable endeavours to supply the Services to you and where necessary, to deliver and install the Service Equipment by any date agreed between the parties. All dates are estimates only and we will not be liable for any failure to provide a Service or to install any Service Equipment by any agreed date.

2.3. We will be entitled at any time and without liability to modify, expand, improve, maintain or repair the Services or any of its systems, including suspension of the same in whole or in part pursuant to clause 15, provided that we use reasonable endeavours to notify you in advance and to minimise any disruption to the Services.

2.4. It is impossible to provide the Services free from faults or interruptions and we do not undertake to do so. For services which are affected by a fault, this does not void any agreed contract terms for the service. Faults must be reported to the Support Team and will be managed from the date reported to us.

2.5 From time to time we may need to substitute an ordered Number for an alternative Number prior to the Initial Connection and will advise you accordingly before the Initial Connection. You must not market any ordered Number before the Initial Connection. We will not be responsible for any marketing costs whatsoever, should an ordered Number need to be substituted.

2.6. Our delivery times for inbound services are up to 5 working days. Our delivery times for outbound inbound services are up to 21 working days and delivery times or VoIP services are up to 14 working days. The port of a number/s and or services can complete within 14 days.

2.7 All operations, services and these Terms are operated in conjunction with our Privacy Policy

3. Use of the Services

3.1. You must (a) promptly provide us free of charge with all information and co-operation that we may reasonably require and (b) comply with our reasonable instructions regarding the use of the Services and/or Service Equipment.

3.2. You must not use or permit anyone else to use the Services:

3.2.1. For any unlawful, fraudulent, illegal or immoral purpose;

3.2.2. To cause annoyance, inconvenience or nuisance;

3.2.3. To send, knowingly receive, upload, download, use or re-use any material, message or communication which is offensive, abusive, indecent, defamatory, obscene or menacing;

3.2.4. To spam, send or knowingly receive unsolicited advertising or promotional material;

3.2.5. In contravention of any legislation, licence, code of practice, instructions or guidelines issued by any regulatory authority or in contravention of a third party rights;

3.2.6. In a way which we, acting reasonably, consider is, or is likely to be, detrimental to the provision of the Services to you or to other customers or to customers of our suppliers, or in a way which could adversely affect the Network;

3.2.7 In a way that does not comply with any instructions given by us to you under sub-clause 3.1 – 3.2.8. To obtain access, through whatever means, to restricted areas of the Network; or

3.2.8. In a way which (in our reasonable opinion) brings our name into disrepute, or which places us in breach of our legal or regulatory obligations.

3.2.9 To use any of our services, you must be a Charity, Business or Sole Trader in the jurisdiction you operate, and proof that the service provided is used for the Business may be requested at any time. Failure to provide sufficient proof (which is solely at the discretion of Cleartone – proof not unreasonably denied) will result in your services being disconnected and you agree that you will forfeit your rights to any refund for any unused product or service.

3.2.10 Restricted uses of service, where you agree we will disconnect services immediately and not provide retrospective or prospective refunds are those who use our service to connect with people who are in police custody and / or those those who use our service to speak with or connect with people who are in HM Prison Service. Any calls which originates from or terminates at any location deemed by Cleartone to be part of HM Prison Service will result in immediate cease of service with no refunds given

3.2.11 Cleartone give no guarantees that our Service will operate at all times without fault, and You agree that Cleartone shall not be liable for any failure of their Services or for any financial, consequential or indirect damages or other losses, of whatever nature, as a result.

You agree to fully and promptly indemnify Cleartone, its officers, employees, agents and other contractors against all liabilities, damages, costs, losses, claims, expenses, demands and proceedings whatsoever and however so arising, whether in contract, tort or otherwise, directly or indirectly, out of or in the course of, or in connection with the provisions of our Service and in this instance – in the unlikely event of a failure of the Services provided.

Cleartone can only guarantee that We will react quickly and work on any Service issue, and You agree that as there may be are several providers in the supply chain of Services, it is impossible to guarantee a resolution time and You agree that Cleartone will not offer and form of compensation to You.

3.2.12 Other Restricted uses of the service where you agree we will disconnect services immediately and not provide retrospective or prospective refunds includes customers who receive calls from one number only or mainly one number. In this instance, you will be asked to prove (within a reasonable time period) that you are a genuine business operating in the market, and you agree that until such time as this reasonable proof has been supplied, your service will continue to be disconnected.

3.3. You accept that you do not own any telephone number(s) provided to you and that the Contract is personal to you. Therefore, you have no right to sell or to agree to transfer the number(s) provided to you for use with the Services and you must not do so or attempt to do so without authorisation from us. Authorisation will not be unnecessarily withheld.

3.4. You also accept that we have the right to reallocate to a third party any numbers that are provided to you for use with the Services but that you do not pay for or use for a period of three (3) months.

3.5. If you wish to cancel your number, that number will be put in quarantine for a period of 1 week during which time it may not be used by anybody and the number will thereafter be re- advertised. We request that all marketing campaigns using the number and be ended and promotion materials disposed of.

3.6. Openreach line installations placed through Cleartone Communications will be added to the telephone book published by BT for your local area, and your phone number will be made available to BT directory enquiries database. We will place your name, address and the telephone number(s) for your business into the British Telecoms systems at the time of installation. If you do not want us to list your business or have preferences on the information given; please call 0207 101 4045.

3.7. If you want a special entry in the telephone book you must let us know. Where we agree to a special entry you will be liable to pay an extra charge and sign a separate agreement for that special entry.

3.8. It is your responsibility to verify that all directory entries are correct and remain correct. Other than where the error is as a result of our negligence, we accept no liability for any errors, nor are we liable for any costs, financial losses or disputes that may arise from any omission or inaccuracy in the entry.

3.9. Prior to providing the Premium Rate Service, you must ensure that you obtain all necessary licenses, authorities and approvals from PSA, OFCOM and any other regulatory body relevant to the Premium Rate Service and thereafter maintain such licenses, authorities and approvals throughout the Contract.

3.10. We have the right to suspend services, or withhold rebates if a customer does not comply with the PSA, OFCOM or any other authorities relating to the service.

3.11. We operate a Fair Use policy on our tariffs – including any “UNLIMITED” package – which is no more than 5000 minutes per month for diverts to standard UK landline or mobile phones, unless detailed otherwise in writing. Fair Use policy when calls are diverted to any phone outside of standard UK landline or mobile phones offers a much reduced amount of included minutes, please contact your Account Manager for more information. Any minutes used above the fair-use amount will be charged at £0.04 + VAT per minute when diverted to a standard UK landline or mobile phone, and more to other numbers. Please contact your Account Manager for more pricing information. Please note, minutes are considered to have started the moment the call hits the Cleartone network. This means, once the call rings on the callers phone, the minutes count begins.

3.12. Your online dashboard at https://clients.cleartoneholdings.co.uk/ service is provided under the agreement that you abide by the specific terms and conditions which are designed to ensure use of this information as per the Data Protection Act. Any data Cleartone Communications provides you in relation to the Calling Line Identity (CLI) of the dialling party on any CDR files linked with the service you agree to not utilise this CLI data for marketing purposes or attempt to contact any caller to sell or promote any service or product. Furthermore you will not make this CLI data available to any third-party outside of your organisation.

3.13 The contract for any Service commences from the date that the number has gone live. Once the number has gone live, any agreed contract terms automatically begin.

3.14. Use of the Services shall be subject to these Terms and Conditions and our Code of Practice. Please see https://www.cleartonecommunications.co.uk/code-of-practice

3.14.1 The minimum period for service is 1 month from the Initial Connection. Your Agreement will continue over to another 6, 12, 24 or 36 month contract, dependent on your initial Contract term, after the expiry of the Initial Connection unless and until:

3.14.2 It is terminated by either Cleartone Communications giving written notice to terminate the Agreement or by you sending an email to info@Cleartoneholdings.co.uk to cease the services. In the case of notice given by the Customer, the notice shall not become effective until the Customer receives, by way of acknowledgement, a cancellation acceptance communication by an officer of Cleartone Communications. Depending on when cancellation notice is given, any remaining line rental and fees will be due up until the end of the Contract term. Upon receipt of a cancellation acceptance from Cleartone Communications, all services will be disconnected and closed within 7 days or at month or payment period end, whichever is sooner.

3.15 Cleartone Communications cannot guarantee preservation of any call recordings made, and these may be deleted without notice, subject to conditions of applicable law and our Privacy Policy. It is recommended that you immediately download any call recordings you wish to save to a local device once the call has terminated from your online dashboard at https://clients.cleartoneholdings.co.uk/. Cleartone Communications will not be held liable for any cost or expenses incurred as a result of lost, damaged or missing call recordings

3.15.1 Your cloud service will store call recordings on our dedicated server until it is close to its global maximum capacity. At this point, we delete some of them to free up space.

3.15.2 Whilst our Cloud Storage servers for the call recordings have great tech, on rare occasions they can fail, resulting in complete loss of call recordings data.

3.15.3 In order to protect your call recordings, you must download all recording to a device local to you immediately upon finishing each call through your online portal https://clients.cleartoneholdings.co.uk/ and for Cleartone Outbound at https://outbound.cleartonecommunications.co.uk/login/.

3.16 You must test your service thoroughly before you commit to any printing or publish the number(s) Cleartone Communications issue you or your business, ensuring the phone rings in the right location(s) and voicemails come through via the correct email. Should any service not be working totally as desired, please use the instructions provided to verify set-up and then contact Cleartone Communications prior to committing anything or publishing these numbers in any way. Cleartone will NOT be liable due to any losses incurred where the proper checks have not been carried out. Cleartone must be informed prior to customers incurring any costs, that the service is not working as requested.

3.17 There are a number of ways of accessing your messages over the phone, by email and on the website. It is recommended you periodically check all different ways as no one way is the only way. This will ensure you do not miss any messages, and by using our service, you agree Cleartone will not be held liable in any way for messages not delivered at all or to any of your desired point of access

3.18 It is your responsibility to contact us when any email address we have for you is no longer is used, or a new email address is more suitable for communications. Cleartone will not be held responsible where service interruption results from us communicating with you via an email address which is no longer used.

3.19 You may have been issued a “recycled number”. We will endeavour to remove all traces of the old customer, but will not be held responsible for any legacy (i.e incoming calls) on that number. If this is not acceptable please contact your account manager urgently before you commence publishing and using that number to ensure number(s) issued are not recycled. Whilst no refund will be offered, we will endeavour to find a suitable replacement.

3.20 Certain number prefixes (i.e. ’08’ numbers) are specifically designed for callers phoning from the UK only. Callers from outside the UK are not guaranteed to be able to connect to an ’08’ number. Please ask your advisor if you expect any calls from outside the UK, as we cant offer a refund for services given where callers from outside the UK are having trouble connecting with your services.

3.21 The cost to call Cleartone numbers is based on the network from which it is called (including 0800 numbers). Please make yourself aware of these charges – BT information, can be found on https://www.gov.uk/call-charges – other mobile networks especially will vary.

3.22 There is now a legal obligation on businesses who promote certain phone numbers (for example 070 or 0871 numbers) for customers to call, to inform those customers of the costs associated with calling this number. Please see http://www.phonepayplus.org.uk in order for you to ensure your business is wholly compliant with the regulations.

3.23 Diverting Cleartone Communications numbers internationally or to a mobile carries charges and a £50+VAT pre-pay top-up which must be paid prior to linking your Cleartone number to a mobile phone or abroad. Costs can range from 15p to much more, so please contact your Account Manager for associated costs.

3.24 By publishing the phone number(s) supplied by Cleartone Communications and / or receiving or accepting calls on that number, you are agreeing to all Cleartone terms and conditions. By not publishing your phone number and / or accepting calls on that number does not automatically mean you are not accepting the terms. Payment for these services must be made at least one month in advance. Please note, overdue accounts will be subject to late payment charges and interest, calculated for the period the account is due until the date it is paid. In the event where your overdue account is referred to a debt collection agency and/or law firm, you will be liable for all costs which would be incurred as if the debt is collected in full, including all other legal and demand costs. If you have any questions on this, please do not hesitate to contact your account manager.

3.25 You may well need to withhold the number you are calling from to protect your landline number and ensure customers call you on your Cleartone Communications number, unless you choose to use ‘Cleartone Outbound’, which is an extra service at an extra cost. Your account manager can advise you.

3.26 You will be issued with a default PIN for accessing your online dashboard on https://clients.cleartoneholdings.co.uk/. You agree that you will change your PIN immediately to a different PIN to stop abuse and save incurring additional costs or losing control of your service.

3.26.1 You agree that whether you do or do not immediately change the default PIN for accessing your online dashboard on https://clients.cleartoneholdings.co.uk/, Cleartone will not in any way be held liable for any unauthorized access to your online dashboard or the data held within, and Cleartone will not be held liable for any damages or equivalent that may occur as a result.

3.27 You agree that by using our service, you give express permission for Cleartone to use your Company logo should we wish to promote the service.

3.28 Where a customer requires the porting away from Cleartone of any Number issued or managed by Cleartone, whether it is originally ported in to Cleartone, sold or given away by Cleartone as part or not part of a package, the price of porting Number(s) away from Cleartone will be a minimum of £45 per number.

3.29 Where a customer requires the porting away from Cleartone of a Special Number or Numbers issued or managed by Cleartone, whether it is originally ported in to Cleartone, sold or given away by Cleartone as part or not part of a package, the price of porting the Special Number(s) away from Cleartone will be 36 times the monthly price of the service currently paid by the customer – equating to 3 years line rental.

4. Additional Services

4.1. You may order new Services and/or request us to expand any existing Services (the “Additional Services”) at any time. Subject to clause 4.2, any order for Additional Services will be deemed accepted by us and be incorporated into the Contract on the earlier of: (i) the date on which you are notified in writing that the order has been accepted by us; or (ii) the date on which the Additional Services are first made available to you.

4.2. Prior to the Additional Services being made available to you, you must accept an Order Confirmation and/or complete such other documentation as may be required by us relating to the Additional Services. Alternatively, you must tick the box to accept these Terms and Conditions. Customers may cancel or cease additional services within 14 days.

4.3 ‘Cleartone Outbound’ – By using the ‘Cleartone Outbound’ service, you agree to the following terms and conditions:

4.3.1 ‘Cleartone Outbound’ is a paid-for service allowing Cleartone Communications customers to call out through a third-party app showing their Cleartone Communications phone number.

4.3.2 ‘Cleartone Outbound’ allows users to make calls from their mobile phones or other devices (where relevant) presenting their Cleartone phone number to the call recipient

4.3.3 ‘Cleartone Outbound’ may not support calls to any emergency service whatsoever

4.3.4 ‘Cleartone Outbound’ is available to most, but not all call destinations

4.3.5 All usage of any Cleartone service, including ‘Cleartone Outbound’ is governed by our Terms and Conditions which can be found at www.cleartonecommunications.co.uk/terms

4.3.6 Minimum credit deposit into your account is £10

4.3.7 All calls are pre-paid and non-refundable. You may add to your account balance at any time on the ‘Cleartone Outbound’ Website https://outbound.cleartonecommunications.co.uk/login/. When a call is charged against your account, we will charge against available balance purchased by you. You acknowledge that calls in progress may be terminated if your account balance is insufficient to cover the cost of continuing the call. Calls are charged on a per second basis

4.3.8 The user understands that the app through which ‘Cleartone Outbound’ is used is a 3rd party app and Cleartone Communications Ltd will not be held liable in any way for its performance

4.3.9 Credit will expire after one year from date of deposit

4.3.10 When the calls are made in the UK, Call costs for ‘Cleartone Outbound’ is £0.03 per minute to call a standard UK mobile phone, £0.015p per minute to call a standard UK landline phone. International and other UK destination calling costs are available on request

4.3.11 Pricing for other prefixes and destinations are available on request,the rates and charges depend on several factors, including, but not limited to, location and type of destination phone number

4.3.12 Cleartone Communications Ltd (the Provider) will not be responsible for any of your actions in connection with ‘Cleartone Outbound’

4.3.13 You are prohibited from using ‘Cleartone Outbound’ for any use not explicitly stated in this document

4.3.14 Cleartone Communications Limited reserve the right to change calling costs. Should this happen, ‘Cleartone Outbound’ users will be notified in advance

4.3.15 Refunds will not be available from top-up credit deposits made on the ‘Cleartone Outbound’ service

4.3.16 We reserve the right to terminate this service at any time. Should this happen, a full refund will be given on any related services or top-ups that are outstanding. Absolute exceptions to the clause include clauses 3.2.9, 3.2.10 and 3.2.11.

4.3.17 You understand that ‘Cleartone Outbound’ cannot guarantee preservation of records and may delete or modify information without notice, subject to conditions of applicable law and our Privacy Policy;

4.3.18 You understand that Cleartone Communications cannot guarantee preservation of any call recordings made, and these may be deleted without notice, subject to conditions of applicable law and our Privacy Policy. It is recommended that you immediately download any call recordings you wish to save to a local device once the call has terminated. Cleartone Communications will not be held liable for any cost or expenses incurred as a result of lost, damaged or missing call recordings

4.3.19 We give no guarantees that this service will work across all devices. Please check with us before committing to the service

4.3.20 Switching internet connection (for example from being on 4G to being on a home or office WIFI) whilst on an outbound call may well result in calls being disconnected

4.3.21 Most call quality issues will be down to the internet connection being used. If users are connecting over a 3G connection outside, or a poor home or office Wi-Fi connection there will likely be quality issues. The quality of the voice you hear is directly related to the quality and stability of the internet connection being used

4.3.22 Any monies owed to Cleartone on any inbound or outbound service aspect will result in inbound and outbound services being cancelled until full payment is made

4.3.23 The user and their Company and all associated people and organisations agree to indemnify Cleartone against any loss resultant from this service provision. Cleartone shall not be liable whether in contract, tort (including negligence), for breach of statutory duty, or otherwise for any costs, charges or losses sustained or incurred by the user that arise directly or indirectly from this service. This includes

5.1. If it is necessary to install Service Equipment to facilitate provision of the Services you must, at your own expense and in accordance with any instructions given to you by us, in advance of installation:

5.1.1. Obtain all necessary consents and licences including consents for any alterations to buildings to allow the installation of the Service Equipment;

5.1.2. Provide a suitable environment including all necessary floor space, trunking, conduits, cable ducts, utility supply and the provision of sufficient electrical connection points in close proximity to the Service Equipment;

5.1.3. Ensure that all devices, equipment or plant necessary to connect the Service Equipment to the Customer System are provided and after installation operate and maintain such devices, equipment or plant.

5.1.4. Carry out all necessary preparatory work and make good any such work after installation.

5.2. All Customer Equipment and/or the Customer System must be:

5.2.1. Technically compatible with and must not interfere with the Services, the Service Equipment, the Network, or another customers equipment;

5.2.2. In proper working order;

5.2.3. Compliant with all applicable standards and approvals for network connection; and

5.2.4. Used in compliance with and approved under all relevant instructions, safety and security procedures, standards or laws.

5.3. All Rental Equipment supplied to you will remain our property at all times. You must not add to, modify or in any way interfere with the Rental Equipment, nor allow anyone else to do so, other than someone authorised by us. You will be liable for any loss or damage to the Rental Equipment however incurred, other than normal wear and tear or if caused by us or anyone acting on our behalf.

5.4. With respect to any Sale Equipment supplied to you, we will use reasonable endeavours to pass on the benefit of any manufacturers warranty to you.

5.5. You must notify us within 14 days of delivery of any faults in or damage to the Sale Equipment, after which date you will be deemed to have accepted the Sale Equipment as being satisfactory.

5.5.1 For equipment related faults, there are no set SLAs for arranging replacement equipment. Time guidelines are subject to stock availability and time restrictions for delivery.

5.5.2 For routers which are in warranty, a free replacement can be arranged. For those out of warranty, a charge for a replacement would be applicable. The SLA for a replacement router is 1 working day when ordered before 13.00pm, after this time it is 2 working days.

5.6. Risk in the Sale Equipment will pass to you on delivery of the Sale Equipment. Therefore, it is your responsibility to look after the Sale Equipment and you will have to pay if you wish to replace or repair the Sale Equipment if it is lost, stolen or damaged.

5.7. You will not own the Sale Equipment until you have paid us in full in cleared funds for the Sale Equipment and we reserve the right to require you to return to us, or for us to collect (at your cost), the Sale Equipment if you do not pay us in full for the Sale Equipment by the due date for payment. Subject to the foregoing, you will be entitled to continue to use the Sale Equipment after expiry or termination of the Contract.

5.8. Once a contract with Cleartone Communications has been cancelled, any hardware supplied by Cleartone Communications, which remains in your possession, is no longer on our network and will not be supported by us in any way. This includes, but not limited to, any changes or configurations. Unlocking of devices is not supported at any time, within or out of contract.

6. Site access and repairing faults

6.1. You must grant us and our sub-contractors access to the Site during Working Hours upon request. We may, on reasonable notice, require access to the Site outside Working Hours. Where a third parties permission is required in order to facilitate access to the Site, you must obtain such permission.

6.2. You must provide a suitable and safe working environment for us and our sub-contractors. We and our sub-contractors will comply with your reasonable requirements as to safety on the Site to the extent that such requirements are communicated to us prior to any visit.

6.3. In the event of a fault affecting a Service you should report the fault to us by email or phone. We will use reasonable endeavours to respond to you and rectify the fault. Any work carried out by us outside Working Hours shall be subject to additional charges.

6.4. If you report a fault which cannot be rectified remotely we may arrange for an engineer to attend the Site. We reserve the right to charge you an additional sum for this visit, in particular, but without limitation, if the visit is made outside Working Hours, if the engineer is refused access to the Site, or if the engineer finds that there is no fault with the service and located with the customer equipment.

6.5. During any fault investigations, we may require you to carry out tests and we will require you to provide us with the results of those tests to allow us to follow our standard procedures and conclude our investigations.

6.6. We will have the right to recover all reasonable costs incurred in investigating or remedying any fault with a Service where it is caused by your negligence or default, by your Equipment or where the fault does not lie with us or any Service Equipment.

6.7. You will be responsible for all Charges incurred whilst any Service is unavailable due to any fault.

7. Charges

7.1. You will be liable for all Charges incurred for each Service from the Commencement Date, whether the Services are used by your employees or by any other person with or without your permission or knowledge and notwithstanding that they may have arisen from unauthorised, fraudulent, or illegal use, subject to the provisions of clause 9.1.

7.2. The frequency with which we will bill you for the Services and your payment responsibilities are set out in the welcome email we send upon you taking a service with us.

7.3. Annual service charges will apply to all services without a monthly or quarterly rental charge.

7.4. The Charges will be calculated by reference to the Tariff provided to you. You acknowledge that we have agreed to supply the Services to you at the agreed Tariff on the basis that you have committed to abide by the Minimum Spend and Minimum Term requirements.

7.5. All calls generated outside a bundle are subject to a connection charge per call unless otherwise stated or your order confirmation.

7.6. Unlimited broadband packages are all subject to a 50GB cap. Excess usage is charged at £1.50 per GB.

7.7 Left intentionally blank

7.8. Where Periodic Charges are incurred for a period less than the relevant charging period, they will be pro-rated. This does not apply to any Administrative Charge or to any other charges.

7.9. Where any Services are provided to you on a trial basis for a reduced or zero charge for a fixed period, unless otherwise advised to you in writing, you must give us notice in writing if you wish to cancel the Services at the end of the trial. If you fail to give us notice, then we will automatically invoice you for the Services at the end of the trial for the remainder of the Minimum Term. Cancellations are only accepted when received in writing as detailed in clause 3.14.2

7.10. Where you fail to comply with clause 5.1 and/or clause 5.2, or if we are unable to access the site to carry out any work, we may charge you for an aborted visit.

7.11. You will be billed for the full market value of any handset, headset or Power Over Ethernet equipment that is damaged or lost at any stage of the Contract.

7.12. If you miss an arranged appointment for an Openreach line installation, you will have to pay a missed appointment fee. This can be approximately £99 per line.

7.13. Free connection may be available in respect of outbound products and services if you enter into a 36 month Contract.

7.14. If we agree to change a Tariff the Term of your Contract will be renewed.

7.15. All Charges are subject to change by our giving not less than 30 days prior written notice to you.

7.16. With respect to IP Phones-

7.16.1. You will incur a minimum charge of £49.00 per professional recorded message;

7.16.2. Set-up assistance, training and support will be offered free of charge for up to one month after you have received your phone. We may impose a minimum Administrative Charge of £25.00 for webinar training or setup assistance beyond that point depending on the level of service you require.

7.16.3. A notice period of 1 month applies to any cancellation received for any service that is out of a contracted period.

7.16.5. Notice of cancellation will only be accepted by submitting it in writing to info@cleartonecommunications.co.uk

7.16.6. Acceptance of notice to cancel all or type of any service/s provided by Cleartone Communications will be sent within 5 working days in writing. If acceptance is not received by the account holder then the request has not successfully been received and will not be processed.

7.16.7. For any numbers still live and able to receive calls, the cancellation will be processed immediately but line rental for the remainder of the contract will be payable.

7.17. Late or non-paying accounts;

7.17.1. A charge of 10% will be added to any account with invoices unpaid after 14 days of the invoice date, minimum charge of £5.00.

7.17.2. Should your services be suspended for non-payment you will incur a £75.00 administration fee.

7.17.3. An administration fee of £7.50 will be applied to accounts where Direct Debit has been returned unpaid.

7.17.4. Non Direct Debit customer will incur a monthly fee of £2.99.

7.17.5. Paper billing is chargeable £2.99 per month.

7.17.6. Ethernet connectivity is subject to the full installation charge if cancelled within 36 months. This would apply to 12 and 24 month contracts also.

7.17.7. Ethernet connectivity is subject to a 90-day cancellation period, the 90 days will start from the 1st of the following month from cancellation form completed.

7.18. IVR and Bespoke Announcements include a connection charge of 2p.

7.18.1. Voice to email is charged at a rate of 4.25ppm.

7.18.2. Transfer of any Cleartone Telephone Number to another provider (minimum £50)

7.18.3. Mobile Networks Included in our Packages are O2, Vodafone, Orange, T-Mobile, EE, Virgin mobile and Three.

7.18.4. Excess Construction Charges (ECCs) are applied where additional infrastructure is required to provide service to site. If ECCs have been identified from the site survey the order will be placed on hold until the charges have been accepted, at this point you have the option to cancel the order. Upon acceptance of ECCs any required permissions will be applied for and once received work will commence; all work undertaken under ECCs is considered to be outside of the standard lead time.

7.18.5. If NO Excess Construction Charges (ECCs) have been identified from the site survey the order work will commence to installation, at this point you cannot cancel the order.

7.18.6. From date of order and receipt of signed agreement you are entering into a legal agreement committing to installation. Therefore, any leased line orders on a special free installation subsequently cancelled by the customers before or during the 36-month period are then subject to pay the full cost of installation.

8. Payment

8.1. You must pay the Charges in full by payment card, electronic or bank transfer or direct debit on the date agreed between us (without deduction or set off). Time for payment of the Charges shall be of the essence. If you do not pay the Charges by direct debit, a monthly charge of £12.99 will be added to your account.

8.2. If a direct debit is dishonoured or cancelled, we will charge you an Administrative Charge for any third-party charges and internal costs we incur as a result.

8.3. In the event that payment cannot be made by direct debit, you must pay the Charges in full (without deduction or set off) within 14 days of the date of any invoice issued by us. If you fail to make any payment within 14 days of the payment due date, you will be liable to pay a late charge of 10% of the total amount outstanding.

8.4. In the event that the customer wishes to dispute an invoice or any part of an invoice issued by Cleartone Communications, the customer must do so within 30 days of the date of the invoice after which time it shall be deemed that the customer has accepted the invoice and shall be precluded from raising disputes thereafter. Payment for sums not in dispute shall be made at or prior to the due date.

8.5. We reserve the right to claim statutory interest in accordance with the Late Payment of Commercial Debts (Interest) Act 1998 as amended and supplemented by the Late Payment of Commercial Debts Regulations 2002.

8.6. If you do not pay any amount due by the due date for payment, we may instruct a debt collection agency to collect payment (including any interest charges) on our behalf.

8.7. We may at any time:

8.7.1. Carry out a credit check on you and you agree to provide us with any and all information reasonably required for this purpose;

8.7.2. Reduce your credit limit;

8.7.3. Require you to pay a deposit, make payments on account or provide some other form of guarantee as security for future charges; and/or

8.7.4. Register information about you and your account with credit reference agencies.

8.7.5. Change your Direct Debit, monthly or annual charges. Where this happens, we will contact or write to you to inform you of the price changes. From the date we contact or write to you about the change in charges, you have 28 days to cancel the service and/or port your number to another provider. Cancellation requests must be made in writing to info@cleartoneholdings.co.uk only. Cancellation requests will only be acknowledged and actioned if there are no outstanding fees or balances on any of your accounts or services with Cleartone.

8.8. If we agree to approach a finance provider on your behalf to arrange finance for the purchase of Service Equipment, then you acknowledge that we will be acting as your agent and not as an agent for the finance provider.

8.9. In the event that we are unable to obtain finance on the terms originally proposed or on other terms acceptable to you, then we will return any deposit received from you without further liability to you. Where third party indemnities are required by the finance provider, any failure to provide such indemnities will constitute a breach of the Contract and will entitle us to retain any deposit paid by you.

8.10. Any failure by you to complete the finance agreement documentation and/or commence payment in accordance with the terms agreed or the finance agreement will render you liable to pay to us the full value of the order (plus VAT) within seven (7) days of presentation of an invoice to you.

8.11. We reserve the right at any time to set off any sums owing from you to us against any sums owing from us to you.

8.12. Should you cancel your service or not keep up to date with payments, we reserve the right to disconnect any services once payment is 7 days overdue, and to then place any phone numbers in quarantine for 48 hours, and then resell that number immediately after.

8.13 All prices quoted for any service are excluding VAT unless advised otherwise.

8.14 Should the Customer request cancellation of any Service and / or a refund for payments made to Us, no refunds will be given once payment has been received by Cleartone. For the avoidance of any doubt, this includes when a payment has been made in advance of the due or renewal date of any service.

9. Security

9.1 It is your responsibility to keep confidential and secure any user names, passwords or pin codes that we may provide you with to access any of our Services. You must notify us immediately if any such user names, passwords or pin codes are, or may have been, disclosed to any unauthorised person, so that we may immediately disable access to the Services. Should you fail to notify us of any such compromise in security pursuant to the terms of this clause 9, then you will remain liable for all Charges incurred in accessing the Services. Where we disable any access following a compromise in security, we will provide you with new user names, passwords or pin codes as appropriate, the use of which will also be subject to the terms of this clause 9. Cleartone Communications recommends the use of a dedicated email for the setup of your admin account.

9.2. You acknowledge and warrant that the Services are for your use and you will not re-supply or resell or otherwise make the Services available to any person on a commercial basis or any other basis.

9.3. You are responsible for ensuring that only those persons you authorise use the Services and you agree to pay all Charges relating to use of the Services.

9.4. If you do not comply, or any other person whom you allow to use the Services does not comply with any provision of this clause 9, you will indemnify and hold us harmless against all liabilities, claims, losses, damages or expenses arising directly or indirectly or in any way associated or suffered as a result of such non-compliance.

10. Intellectual Property Rights
10.1. Except as expressly set out in these Conditions, the parties will not acquire any rights or licences to the other parties IPR.

10.2. All IPR in anything provided to you as part of the Services will remain the property of us or our licensors.

10.3. Where software is supplied to enable you to use a Service, we grant you a non-exclusive, non-transferable licence to use such software for that purpose only. Unless otherwise agreed in writing, any licence granted by us will expire on termination of the Contract or of the relevant Service.

10.4. You must not, and must not permit anyone else to, copy, modify, reverse engineer, decompile or otherwise endeavour to obtain the source code of such software, except to the extent permitted by law.

10.5. If requested by us, you must sign any agreement which is reasonably required by the owner of the IPR in such software to protect its rights or interests therein and you acknowledge that failure to do so may result in our being unable to supply such software.

11. Indemnity
You will fully and promptly indemnify and hold us harmless against any claims or legal proceedings (including damages, loss, costs and expenses) which are brought or threatened against us or our subcontractors by any third party as a result of you entering into the Contract, or arising directly or indirectly from your fraud, negligence, failure to perform or delay in the performance of any of your obligations under the Contract, or from your use of the Services otherwise than in accordance with the Contract.

12. Provision of information

12.1. The parties will keep in confidence any information of a confidential nature obtained under the Contract (whether written or oral) including the Charges and will not disclose such confidential information to any person (other than their employees and professional advisers who need to know the same for the purpose of the Contract and who are under a duty of confidentiality equivalent to this clause 12.1) without the prior written consent of the other party.

12.2. Clause 12.1 will not apply to:

12.2.1. Any information which has been published other than through a breach of these Conditions;

12.2.2. Information lawfully in the possession of the recipient before the disclosure under the Contract took place;

12.2.3. Information obtained through a third party who is free to disclose it; 12.2.4. Information which a party is required by law to disclose; and

12.2.5. Any information which we wish to disclose to any company or person as part of a business reorganisation.

12.2. Clause 12.1 will not apply to:

12.2.1. Any information which has been published other than through a breach of these Conditions;

12.2.2. Information lawfully in the possession of the recipient before the disclosure under the Contract took place;

12.2.3. Information obtained through a third party who is free to disclose it;

12.2.4. Information which a party is required by law to disclose; and

12.2.5. Any information which we wish to disclose to any company or person as part of a business reorganisation.

12.3. We may monitor and record calls made to or by us relating to customer services and telemarketing calls made by us, for the purpose of training and improving customer care services, including complaint handling. We and/or our suppliers may also record 999 and 112 calls.

12.4. All information that we hold about you (“Personal Data”) will be held and processed by us strictly in accordance with the provisions of the Data Protection Act 1998, our policy and the General Data Protection Regulation (EU 2016/679). Such data will be used by us to provide you with the Services, for related purposes and for the purposes set out in “Services” paragraph

12.5. We will not, without your consent, supply any Personal Data to any third party except where (1) such transfer is a necessary part of the Services that we undertake, (2) we are required to do so by operation of law, or (3) we share information for the purpose of managing and administering our relationship with any of our designated dealers.

12.6. We would like to use the information we have about you and your use of the Services (this includes information about your bill size, the numbers you call and the times you call) to inform you about the products, services, pricing packages and special offers which we provide and which we believe may be of particular interest to you. We would also like to share this information with our designated team so they may also inform you about their products and services. By accepting these Conditions, you consent to our, and our designated team, sending you such information. However, if you do not wish to receive that information, please advise us, by emailing the customer services department email. You may also contact our designated account manager/dealer directly if you do not wish to continue to receive information from them.

12.7. You have the right under the Data Protection Act 1998 to obtain information, including a description of the data that we hold on you. Should you have any queries concerning this right, please contact us at Cleartone Communications Ltd, C/O Fox Sharer Llp 5 Broadbent Close, Highgate, London, United Kingdom, N6 5JW

12.8. You must inform us immediately if any of the information you have provided to us about you in connection with the contract changes.

12.9. You acknowledge that in connection with the provision of the services, detailed technical information (including by way of example, but without limitation, information as to your existing telecoms suppliers and supplies) as well as your contact details may have been provided on your behalf by our designated dealer with whom you may have had initial discussions and you hereby confirm to us that we may rely on that information.

13. Liability

13.1. Neither party excludes or limits its liability for personal injury or death caused by its negligence or for fraudulent misrepresentation, or to any extent not permitted by law and clauses.

13.2. and 13.3. Will not apply to such liability.

13.2. Subject to clause 13.1. Above, our aggregate liability to you in connection with the Contract whether in contract, tort (including negligence), breach of statutory duty or otherwise is limited to £5 for any one event or any series of related events, and in any twelve (12) month period to £60 in total.

13.3. Subject to clause 13.1 above, we shall not be liable to you in connection with the Service (or any loss thereof) or the Contract whether in contract, tort (including negligence), breach of statutory duty or otherwise for direct, indirect or consequential loss of profit, revenue, business, anticipated savings, opportunity, use, wasted expenditure, loss of or damage to physical property or for any direct, indirect or consequential loss, corruption or destruction of data, whether or not we were advised of or were aware of the possibility of such damages, losses or expenses.

13.4. Except as expressly set out in these Conditions, all conditions, warranties, terms, undertakings and obligations implied by statute, common law, custom, trade usage or otherwise are hereby excluded to the maximum extent permitted by law.

13.5. Each part of these Conditions that excludes or limits our liability operates separately. If any part is disallowed or is not effective, the other parts will continue to apply.

13.6. We are not responsible for any pricing, typographical, or other errors and reserve the right to reject any orders where such an error may have occurred.

13.7. The provisions of this clause 13 shall continue to apply notwithstanding termination of the Contract.

14. Assignment – The Contract is personal to you and therefore it cannot be assigned or transferred by you to any other person without our prior written consent. We have the right to assign both the benefit and burden of the Contract as part of a business reorganisation to any company or person and you hereby consent to such assignment.

15. Suspension

15.1. We may at our sole discretion (without liability and without affecting any other right or remedy that we may have under these Conditions) temporarily suspend the Services either in whole or in part and/or temporarily disconnect any telephone number until further notice, provided that we use reasonable endeavours to notify you in advance, in the event that:

15.1.1. You have failed to pay any sums due to us under the Contract or any other agreement between the parties;

15.1.2. You are in breach of the Contract;

15.1.3. You prevent or delay any prearranged maintenance or other work from being carried out;

15.1.4. The Charges have reached the limit set under sub-clause 8.9.2;

15.1.5. You refuse to give a security deposit or other payment as required under sub-clause 8.9.3;

15.1.6. You damage or anyone who uses the Services we are providing to you damages the Network or puts the Network at risk;

15.1.7. We have reasonable grounds to believe that a Service is being used unlawfully or for criminal or fraudulent purposes, or otherwise in contravention of any provision of clause 3.2;

15.1.8. Operational reasons require it;

15.1.9. There is a case of emergency or we are obliged to do so by an emergency service organisation (in which case no prior notice will be required);

15.1.10. We are required to do so by any competent authority, or by any of our suppliers.

15.2. With respect to any suspension or disconnection under sub-clauses 15.1.1, 15.1.2, 15.1.3, 15.1.4, 15.1.5, 15.1.6, or 15.1.7. We may refuse to restore the Services to you until the breach of any one or more of those sub-clauses has been cured and we receive an acceptable assurance from you that there will be no further breach.

15.3. You will continue to be liable for and to pay the Charges during any period of suspension or disconnection, unless we notify you otherwise.

15.4 We may charge to reconnect you to the Services after any suspension or disconnection

15.5 Subject to and without prejudice to the generality of clause 15.4, if:

15.5.1 Any Service is suspended by us, you will be liable to pay a £75.00 Administrative Charge;

15.5.2 Any Service is suspended by us on more than three occasions, we will not reconnect the Service and you will be liable to immediately pay us all Charges remaining on the Contract;

15.5.3. You fail to make any payment within 8 weeks of the payment due date, the Service will be disconnected (as opposed to suspended) and if you subsequently wish us to reconnect the Service you will be liable to pay any applicable connection and/or installation charges and connection / installation will be subject to a minimum £75 cost and 14-day lead time.

16. Commencement, cancellation rights prior to the provision of Services and Termination.

16.1. For orders placed , the Commencement Date will be the date of the welcome/ confirmation of service email unless agreed otherwise in writing. For orders placed on the Company’s website or by telephone, the Commencement Date will be the date you confirm the order by email. Should you fail to confirm your order in writing the Contract will commence from the date advised to you in our correspondence unless we have advised you that your order will be cancelled without your confirmation. Where there may be any conflict regarding the Commencement Date, then you agree the Commencement Date will be the date that the Services were first provided to you.

16.2. We may cancel the Contract prior to the first provision of Services to you with no liability if you fail a credit check or if for any other reason we are unable to provide the Services.

16.3. You may cancel the Contract prior to the first provision of Services to you (whether in whole or in part) within any cooling off period – if any cooling off period is specified in writing and by cancelling in writing.

16.4. We may disconnect your Service and/or terminate the Contract (or any Services provided under this Contract) by giving you:

16.4.1. 30 days notice; or

16.4.2. Immediately if:

16.4.2.1. You do not make payments to us when they are due;

16.4.2.2. You do not perform or observe any material obligation under the Contract, whether such obligation is specified in the Contract as material or not (a “material breach”);

16.4.2.3. You do not perform or observe any other obligations under the Contract (a “breach”) and where such breach can be remedied, you fail to remedy the breach within any reasonable time specified by us in a written notice requiring you to do so;

16.4.2.4. A voluntary arrangement is proposed, or a bankruptcy petition is presented or a bankruptcy order is made against you or a receiver or trustee is appointed over your estate or, being a company, you become subject to an administration order (within the meaning of the Insolvency Act 1986) or, being a company, you go into liquidation (except for the purposes of amalgamation or re-construction and in such a manner that the company resulting therefrom effectively agrees to be bound by or assume the obligations imposed on that other party under the Contract);

16.4.2.5. We have reason to believe that you have provided us with false, inaccurate or misleading information either for the purpose of obtaining the Services from us, or during the provision of the Services;

16.4.2.6. We are required to comply with an order, instruction or request of any competent authority;

16.4.2.7. Any contract between us and any of our suppliers which enables us to provide the Services is cancelled or terminated; or

16.4.2.8. Any other authority we have to provide the Services ends.

16.5 Details of your rights to terminate any of the Services both at and prior to the end of the Minimum Term are contained in your welcome email (subject always to any Minimum Spend requirement outlined therein and any cancellation charges which may be payable), together with information regarding the parties respective rights upon and immediately following termination.

16.6 Cisco routers which are provided as part of an Assured or Converged broadband service, are a managed router from the network, and upon the cancellation of this broadband circuit, the router is required to be returned to the network within 28 days of the cancellation. Should a Cisco router not be returned within 28 days a £270.00 charge will be incurred.

16.7 Accordingly, in setting ETCs (Early Termination Charge), we consider a reasonable pre- estimate of the position an account would be in had the customer continued with services as the contract obliged (i.e., the losses it incurs because the contract is not performed for its fixed term).

We will fairly recover in an ETC a sum that reflects that position. Cleartone Communications will make a reasonable pre-estimate of:

16.7.1 the costs it saves because it no longer has to perform the contract; and

16.6.2 the losses caused by the early termination that it can mitigate, and deducting those from the fixed contractual retail payments outstanding on termination.

16.7 That pre-estimate will include, for example, any variable costs Cleartone Communications saves on the particular contract terminated (or, in practice, on contracts for the type of services concerned to the types of customers concerned). Again, the same analysis would apply to a term that provides for a charge where the consumers contract because of the consumer’s breach. We also include a reasonable pre-estimate of any network costs in a particular, reasonable period averaged over the group of consumers terminating contracts early.

16.8 If at Cleartone Communications sole discretion the Service(s) provided becomes commercially unviable

16.9 Where we disconnect any Service and/or terminate any Contract, should You wish to reconnect or reinstate any Service, a reconnection or reinstatement charge will be levied to you, at a cost not exceeding your Annual charge for Our services

17. General

17.1. We reserve the right to change these Conditions and/or the Services at any time. We will notify you of any changes we make to the Conditions either by writing to you or posting the Conditions on our website before the changes come into effect. If a change is likely to be of material detriment to you, we will give you 30 days notice of the change. In the event of a change which is of material detriment to you, you may terminate the Contract (or the part of the Contract that applies to the Services affected by the change) before the change becomes effective by giving us written notice or by contacting our customer services department and by specifying your reason for termination. In this instance, you will not be liable to pay any cancellation charges.

17.2. Neither party will be deemed to be in breach of the Contract or otherwise be liable by reason of any delay in performance or non-performance of any of its obligations under the Contract (other than the obligation to make payments due under it) to the extent that such delay or non-performance is caused by a matter beyond its reasonable control of which it has notified the other party, including but not limited to insurrection or civil disorder, war or military operation, international, national or local emergency, acts or omissions of government, highway authority or other competent authority, failure or delay of a supplier to supply us with the Services, compliance with any statutory or regulatory obligation or constraint, industrial disputes of any kind (whether or not involving our employees), fire, lightning, explosion, flood, subsidence, weather of exceptional severity, or acts or omissions of persons for whom it is not responsible (including in particular other telecommunications service providers). If, pursuant to this clause, either party is unable to perform its obligations under the Contract for a continuous period of 90 days or more, either party may terminate the Contract in whole or in part with immediate effect on giving written notice to the other.

17.3. No single or partial exercise, or failure or delay in exercising any right, power or remedy by any party will constitute a waiver by that party of, or impair or preclude any further exercise of that or any right, power or remedy arising under the Contract or otherwise.

17.4. The Contract sets out the entire agreement and understanding between the parties and supersedes all prior or contemporaneous agreements, understandings or arrangements, whether written or oral, in respect of the subject matter of the Contract.

17.5. Unless expressly provided in these Conditions, no term of the Contract will be enforceable pursuant to the Contracts (Rights of Third Parties) Act 1999 by any person who is not a party to the Contract.

17.6. If any provision of the Contract is found by any court or competent authority to be invalid, unlawful or unenforceable, that provision will be deemed not to be a part of this Contract and it shall not affect the enforceability of the remainder of this Contract.

17.7. Any dispute arising under or in connection with the Contract shall be referred to arbitration by the IDRS. Please see http://www.idrs.ltd.uk.The costs of the arbitrator shall be borne by the parties as he directs and his decision on the issue in dispute shall be final.

17.8. The Contract will be governed by, interpreted and construed in accordance with English law and each of the parties irrevocably submits to the non-exclusive jurisdiction of the courts of England.