Terms & Conditions

Effective from 1^st February 2019 RHM Telecommunications Ltd will be increasing its min call charge to 0.85 pence. This is a result of industry price increases from BT Openreach through to our primary Wholesale call routing suppliers Gamma Telecom and Talk Talk Business. Note this will not affect any customers on a fixed call bundle tariff or with free call allowances.

The way we work

We believe that the prices we quote and recommendations we make should be clear and transparent. We follow Ofcom’s General Condition 24 on Sales and Marketing of Fixed-Line Telephony Services, closely.

We identify the best communications services for our customers. We search prices from a wide range of suppliers, and then assess a best fit based on our customers’ requirements. We make sure that when we provide these quotes to you that you know who the underlying provider is, whether that is Gamma, TalkTalk, BT, or our own billing services.

We actively make sure that we don’t:

engage in dishonest, misleading or deceptive conduct
engage in aggressive conduct
contact you in an inappropriate manner
engage in Slamming

We’ve been in business since 1992, and have built our business by providing good value services and operating in a way that our clients trust.

For specific terms and conditions, please choose from the right hand menu.

Terms & Conditions: SMS Services

Please take a moment to read these terms before registering with the services that RHM Telecommunications Limited provides. These terms are an agreement between you and RHM Telecommunications Limited. It is important that you understand this agreement before you register for our Text services.

RHM Telecom and you

1.1 Your use of RHM Telecom SMS Marketing services and websites (referred to collectively as the “Services” in this document and excluding any services provided to you by RHM Telecom under a separate written agreement) is subject to the terms of a legal agreement between you and RHM Telecommunications Ltd. “RHM-Text Services” means RHM Telecommunications Limited. This document explains how the agreement is made up, and sets out some of the terms of that agreement.

1.2 Unless otherwise agreed in writing with RHM Telecom, your agreement with RHM Telecom will always include, at a minimum, the terms and conditions set out in this document. These are referred to below as the “Standard Terms”.

1.3 Your agreement with RHM Telecom will also include the terms of any Legal Notices applicable to the Services, in addition to the Standard Terms. All of these are referred to below as the “Further Terms”. Where Further Terms apply to a Service, these will be accessible for you to read either within, or through your use of, that Service.

1.4 The Standard Terms, together with the Further Terms, form a legally binding agreement between you and RHM Telecom in relation to your use of the Services. It is important that you take the time to read them carefully. Collectively, this legal agreement is referred to below as the “Terms”.

1.5 If there is any contradiction between what the Further Terms say and what the Standard Terms say, then the Further Terms shall take precedence in relation to that Service.

1.6 Definitions In these terms and conditions, certain words have defined meanings which are set out in this Section 1 as follows: “Customer”, “user” and “you” means the person, firm or company who purchases Services provided by RHM Telecommunications Ltd; “Agreement” means the Customer’s agreement to use the services provided by RHM Telecom and to pay the Charges subject to these conditions or as otherwise agreed in writing. “Charges”, “payment” means the charges for the Services provided by RHM Telecom, either posted on the RHM Telecom website or agreed between parties. “Data” means the personal data provided to RHM Telecom and updated from time to time by the Customer (which may include sensitive personal data). “Intellectual Property Rights” means all patents, rights to inventions, utility models, copyright and related rights, trademarks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.“Material” includes, in addition to a document in writing, the Data, databases, computer software (including the Software), designs, drawings, pictures or other images (whether still or moving), the Site, sounds or any other record of any information in any form.“Site” means RHM Telecom’s web site from which the Services can be accessed. “Subscriber” means each person for whom RHM Telecom holds Data on for the Customer. “Subscription” is the monthly duration from the last Billing Date. “Billing Date” means the date in the month, or the closest date in the month of which payment was first received for use of the Services. “Payment” means money received in return for using our services. “Handset” means the mobile device used by you to access and use the Service. “RHM-Text”, “we”, “us” and “our” means RHM Telecommunications Limited registered at 8 Wheatstone Court, Waterwells Business Park, Quedgeley, Gloucester GL2 2AQ.“Offers” means a discount offer on a Product sent to users;“Privacy Policy” means the policy which governs our collection and use of your personal data which can be found on our website;“Service” and “Services” means the website and SMS services provided by us to you; “SMS” means Short Messaging Service.

1.7 Condition, schedule and paragraph headings shall not affect the interpretation of these conditions.

1.8 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality) and that person’s legal and personal representatives, successors and permitted assigns.

1.9 Words in the singular shall include the plural and vice versa.

1.10 A reference to a statute or statutory provision is a reference to it as it is in force for the time being, taking account of any amendment, extension, or re-enactment and includes any subordinate legislation for the time being in force made under it.

1.11 A reference to writing or written includes faxes and e-mail.

1.12 Where the words include(s), including or in particular are used in these terms and conditions, they are

deemed to have the words without limitation following them and where the context permits, the words other

1.13 Any obligation in this Agreement on a person not to do something includes an obligation not to agree, allow, permit or acquiesce in that thing being done.

1.14 References to conditions and schedules are to the conditions and schedules of this Agreement.

Accepting the Terms

2.1 In order to use the Services, you must firstly agree to the Terms. You may not use the Services if you do not accept the Terms.

2.2 You can accept the Terms by:

(A) clicking to accept or agree to the Terms, where this option is made available to you by RHM Telecom in

the user interface for any Service; or

(B) by actually using the Services. In this case, you understand and agree that RHM Telecom will treat your use of the Services as acceptance of the Terms from that point onwards.

2.3 The Services supplied under this Agreement shall be provided by RHM Telecom to the Customer from the date the Customer signs up to the Services online.

2.4 The Customer may request that the Services be varied but any such variation shall be subject to RHM Telecom’s prior written consent and the written agreement of both parties, which shall set out any new, or variation of, the Charges.

2.5 Unless the parties have agreed an annual or quarterly contract for the supply of the Services, the Services supplied under this Agreement shall continue to be supplied for successive three (3) month periods unless and until this Agreement is terminated by one of the parties giving to the other not less than one months’ notice, unless this Agreement is terminated in accordance with condition 10.

2.6 You may not use the Services and may not accept the Terms if (a) you are not of legal age to form a binding contract with RHM Telecom, or (b) you are a person barred from receiving the Services under the laws of England and Wales or other countries including the country in which you are resident or from which you use the Services.

2.7 Before you continue, you should print off or save a local copy of the Standard Terms for your records.

2.8 By accepting these terms you agree to adhere by our Anti-Spam Policy.

Services provided by RHM Telecom

3.1 In order to use the services provided you must register with RHM Telecom. By registering with RHM Telecom you agree to all of these terms (including the Anti-Spam Policy). These terms may be updated from time to time and these updates will be presented here. Your continued use of the service constitutes acceptance of these changes. If you do not agree with any of these changes you agree to discontinue use of our services.

3.2 Our charges are posted on our price book and may be changed from time-to-time. Payments are due for the full month for which any part of the month is included in the Subscription. Charges are due for any month on the same date, or the closest date in that month, to the date of the month you signed up with us and made your first monthly payment (the Billing Date) unless agreed in writing between you and RHM Telecom.

3.3 For any month for which you have already paid, and then choose to increase your usage (and therefore accepting a higher pricing subscription), you will be required to pay the full difference to upgrade your account to the higher level. Upon successful receipt of this payment, a new full Subscription will commence and the Billing Date will be the same date or the closest date in that month, to the date this new Subscription started.

3.4 Any cancellations or downgrades to your subscription (and therefore accepting a lower pricing subscription), will be processed in the following month (the next Billing Date). All subscription services (including, but not limited to, remaining messages and use of keywords) will remain available until the next Billing Date.

3.5 RHM Telecom may alter the level of Charges or the Charges payment terms from time to time on not less than 30 days’ written notice and shall notify the Customer of the changes to the Charges. If the Customer does not wish to accept the altered Charges, the Customer shall notify RHM Telecom of this and shall terminate this Agreement on one (1) month’s notice or as otherwise agreed with RHM Telecom.

3.6 If a Subscription is cancelled, Accounts will remain active for a duration of 3 (three) months from the last Billing Date. After this period, we will close the account and permanently delete any Data associated with this account.

3.7 The number of messages purchased in a Subscription period (12 month) cannot be rolled over and any messages not used will not be refunded and otherwise are illustrative and shall not limit the sense of the words preceding them.

3.8 RHM Telecom shall store Customer’s Data securely and the Customer should note that: RHM Telecom does not buy, sell or rent any of the Customer’s Data nor will RHM Telecom disclose any Data to any business, organization or individual without the Customer’s prior express consent.

3.9 RHM Telecom uses a third party to host the application servers and to provide communication services. That third party undertakes to provide its services at or above industry standards. RHM Telecom uses a separate third party to provide SMS text messaging services. Both third parties rely upon the services of other telecommunications operators. Accordingly, RHM Telecom does not warrant that the Services will be uninterrupted or error free or that the delivery of SMS text messages will be without delay. RHM Telecom will endeavour to ensure that any third parties involved in the supply of the Services take appropriate security measures to protect Data.

3.10 It may be necessary to temporarily suspend the Services from time to time to carry out maintenance of equipment; such suspensions will be limited. However, the Services may also be suspended (in whole or part) where RHM Telecom or the third party host is obliged to comply with an order, instruction or request of government, a court or other competent administrative authority or an emergency service organisation.

3.11 RHM Telecom may at any time without notifying the Customer make any changes to the Services which are necessary to comply with any relevant statutory, regulatory or similar requirements which do not materially affect the nature or quality of the Services.

3.12 RHM Telecom reserves the right to gather process and publish anonymous statistics on aggregate delivery and other campaign statistics. These statistics are produced on an aggregate basis across all clients, for the purposes of quality control and allowing clients to compare their performance across their particular industry. The gathering of these statistics will not require processing of any personal data.

3.13 RHM Telecom respects your privacy and enforces a strict privacy policy. You can view this privacy policy by visiting www.firetext.co.uk at any time. The complete terms of our privacy policy are part of this agreement and hence you are encouraged to read them before you register for our services. The personal information you provide enables us to provide the services to you. We may also record some aspects of your pattern of use of the services, which among other things as detailed in section 6 of these terms and as set out in the privacy policy may be anonymously aggregated together with that of other users and analysed to make improvements to the quality and function of the services. We will hold your data securely and will not contact you for purposes other than running the services without your explicit permission.

3.14 You may end your use of the services at any time by contacting us or cancelling your Account online. Upon confirmation of your request your account will be cancelled. Some of your information regarding use and activity of the services may be retained for a period of time in order to improve the quality and function of services; however this will be kept anonymously. Extended periods of inactivity may result in your account being terminated. From time to time we may contact you to ask you to confirm that you still wish to receive the services. If a response is not received we may choose to terminate your account.

3.15 For the benefit and security of our users, and to comply with applicable laws the following guidelines dictate the basic use of our services. If there is any reason to believe that these rules have been violated at any time we reserve the right to terminate your account. If any applicable laws have been broken we reserve the right to report these incidents to appropriate authorities, providing supporting information if required.

(a) Providing Accurate Information: You agree to provide true, accurate and complete information about yourself, as requested in the Service registration form and account set-up forms and you agree not to misrepresent your identity or your account information. Accurate personal details including email, telephone numbers and routes enable us to provide the correct Services to you. You agree to keep your registration and account information up to date and accurate. You will validate your email and SMS number by responding to a message we send to each address: this protects you from any other user inadvertently (or even maliciously) entering your contact details and causing the system to send you unwanted alerts.

(b) Guard Your Password: You will be asked to choose a password when registering to use the Service. You are responsible for maintaining the confidentiality of your password and account. You are fully responsible for all activities that occur using your password or account. Please notify the Service Providers immediately of any unauthorised use of your password or account or any other breach of security. The Service Providers will not be liable for any loss that you may incur as a result of someone else using your password or account, either with or without your knowledge. You may not use anyone else’s password at any time.

(c) Obey the Law: You agree not to use the Service for illegal purposes or for the transmission of material that is unlawful, harassing, libellous (untrue and damaging to others), invasive of another’s privacy, abusive, threatening, or obscene, or that infringes the rights of others.

(d) Restrictions on Commercial Use or Resale: Your right to use the Service is personal to you; therefore, you agree not to resell or make any commercial use of the Service.

(e) Proprietary Rights: You acknowledge and agree that the Service Providers and their Licensors own all rights to this Website and the content displayed on the site. You are only permitted to use this content as expressly authorised by the Service. You may not copy, reproduce, distribute, or create derivative works from this content other than for your own use. Further, you agree not to reverse engineer or reverse compile any of our technology, including but not limited to, any Java client-side programs associated with the Service.

3.16 Legal Disclaimers

The use of the services provided by Fire Text is subject to the legal disclaimers specified, but not limited to those specified, in these terms.

3.17 Provision of the Services by RHM Telecom

3.17.1 RHM Telecom may affiliate itself with legal entities around the world (“Subsidiaries and Affiliates”). Sometimes, these companies will be providing the Services to you on behalf of RHM Telecom itself. You acknowledge and agree that Subsidiaries and Affiliates will be entitled to provide the Services to you.

3.17.2 RHM Telecom is constantly innovating in order to provide the best possible experience for its users. You acknowledge and agree that the form and nature of the Services which RHM Telecom provides may change from time to time without prior notice to you.

3.17.3 As part of this continuing innovation, you acknowledge and agree that RHM Telecom may stop (permanently or temporarily) providing the Services (or any features within the Services) to you or to users generally at RHM Telecom’s sole discretion, without prior notice to you. You may stop using the Services at any time, if you want to remove yourself from the services provided by RHM Telecom you should suspend, cancel or delete your account as appropriate and/or contact us. If you have signed up to our SMS services you will only stop receiving SMS when you have adjusted your account as appropriate.

3.17.4 You acknowledge and agree that if RHM Telecom disables access to your account, you may be prevented from accessing the Services, your account details or any files or other content which is contained in your account.

3.17.5 You acknowledge and agree that while RHM Telecom may not currently have set a fixed upper limit on the number of transmissions you may send or receive through the Services or on the amount of storage space used for the provision of any Service; such fixed upper limits may be set by RHM Telecom at any time, at RHM Telecom’s discretion.

3.18 Limitations of the services provided

The availability of the services depends upon your possession of a handset and a mobile network service which allows you to receive SMS text messages. RHM Telecom do not charge for the use of our services, however depending on your network, your handset and the tariff that you have you may be charged by your network to send/receive SMS on your handset.

Use of the Services by you

4.1 In order to access certain Services, you may be required to provide information about yourself (such as identification or contact details) as part of the registration process for the Service, or as part of your continued use of the Services. You agree that any registration information you give to RHM Telecom will always be accurate, correct and up to date.

4.2 You agree to use the Services only for purposes that are permitted by (a) the Terms and (b) any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions (including any laws regarding the export of data or software to and from England and Wales or other relevant countries).

4.3 You agree not to access (or attempt to access) any of the Services by any means other than through the interface that is provided by RHM Telecom, unless you have been specifically allowed to do so in a separate agreement with RHM Telecom.

4.4 You agree that you will not engage in any activity that interferes with or disrupts the Services (or the servers and networks which are connected to the Services).

4.5 Unless you have been specifically permitted to do so in a separate agreement with RHM Telecom, you agree that you will not reproduce, duplicate, copy, sell, trade or resell the Services for any purpose.

4.6 You agree that you are solely responsible for (and that RHM Telecom has no responsibility to you or to any third party for) any breach of your obligations under the Terms and for the consequences (including any loss or damage which RHM Telecom may suffer) of any such breach.

4.7 The Customer shall obtain and maintain all necessary licences and consents and comply with all relevant legislation, including Data Legislation, in relation to the Services, before the date on which the Services are to start. The Customer shall comply, and ensure that all of the Data and all use of the Services complies, in all respects, with all regulations, directions, codes of practice and other rules and guidelines, mandatory or otherwise, promulgated from time to time by regulators (collectively, “Codes”) including, without limitation, those of the Mobile Marketing Association (available atwww.mmaglobal.com).

4.8 Customers must agree to the anti-spam policy.

4.9 The Customer acknowledges that RHM Telecom will monitor and record each account’s usage of the Services, to include any campaigns sent or data processed, for the purposes of ensuring legal compliance and anti-spam measures.

4.10 If RHM Telecom’s performance of its obligations under this Agreement is prevented or delayed by any act or omission of the Customer, its agents, sub-contractors or employees, RHM Telecom shall not be liable for any costs, charges or losses sustained or incurred by the Customer arising directly or indirectly from such prevention or delay.

4.11 The Customer shall be liable to pay to RHM Telecom, on demand, all reasonable costs, charges or losses sustained or incurred by RHM Telecom (including any direct, indirect or consequential losses, loss of profit and loss of reputation, loss or damage to property and those arising from injury to or death of any person and loss of opportunity to deploy resources elsewhere) arising directly or indirectly from the Customer’s fraud, negligence, failure to perform or delay in the performance of any of its obligations under this Agreement, subject to RHM Telecom confirming such costs, charges and losses to the Customer in writing. The Customer shall indemnify RHM Telecom against any losses, claims, fines, damages and expenses (including legal expenses) arising from any breach of this clause 4.

4.12. Uploading Subscriber Data

4.12.1 You should never attempt to upload any mobile numbers that you do not have permission to use.

4.12.2 It is your responsibility to obtain the express written permission from subscribers to add them to your group SMS list. If we receive any complaints about usage of this feature then we will notify you about this. If the data uploader is persistently abused then we will shut down your account. If we receive 2 or more separate complaints during any 12-month period then this will be regarded as persistent abuse.

4.12.3 If you have not obtained express written permission to add these members to your group SMS list then you should not add them to your club.

4.12.4 A subscriber who has previously unsubscribed from your club then will not be able to be added via the data uploader, they will need to re-subscribe on their own accord.

Your passwords and account security

5.1 You agree and understand that you are responsible for maintaining the confidentiality of passwords associated with any account you use to access the Services.

5.2 Accordingly, you agree that you will be solely responsible to RHM Telecom for all activities that occur under your account.

5.3 If you become aware of any unauthorised use of your password or of your account, you agree to notify RHM Telecom immediately.

Privacy and your personal information

6.1 For further information about RHM Telecom’s data protection practices, please read RHM Telecom’s privacy policy. This policy explains how RHM Telecom treats your personal information, and protects your privacy, when you use the Services. The privacy policy can be found on the website or can be obtained by contacting us.

6.2 You agree to the use of your data in accordance with RHM Telecom’s privacy policy.

Content in the Services

7.1 You understand that all information (such as data files, written text, computer software, music, audio files or other sounds, photographs, videos or other images) which you may have access to as part of, or through your use of, the Services are the sole responsibility of the person from which such content originated. All such information is referred to below as the “Content”.

7.2 RHM Telecom reserves the right (but shall have no obligation) to pre-screen, review, flag, filter, modify, refuse or remove any or all Content from any Service. For some of the Services, RHM Telecom may provide tools to filter out any discriminatory content or profanity.

7.3 You understand that by using the Services you may be exposed to Content that you may find offensive, indecent or objectionable and that, in this respect, you use the Services at your own risk.

7.4 You agree that you are solely responsible for (and that RHM Telecom has no responsibility to you or to any third party for) any Content that you create, transmit or display while using the Services and for the consequences of your actions (including any loss or damage which RHM Telecom may suffer) by doing so.

Proprietary rights

8.1 You acknowledge and agree that RHM Telecom own all legal right, title and interest in and to the Services, including any intellectual property rights which subsist in the Services (whether those rights happen to be registered or not, and wherever in the world those rights may exist). You further acknowledge that the Services may contain information which is designated confidential by RHM Telecom and that you shall not disclose such information without RHM Telecom’s prior written consent.

8.2 Unless you have agreed otherwise in writing with RHM Telecom, nothing in the Terms gives you a right to use any of RHM Telecom’s trade names, trademarks, service marks, logos, domain names, and other distinctive brand features.

8.3 If you have been given an explicit right to use any of these brand features in a separate written agreement with RHM Telecom, then you agree that your use of such features shall be in compliance with that agreement.

8.4 RHM Telecom acknowledges and agrees that it obtains no right, title or interest from you (or your licensors) under these Terms in or to any Content that you submit, post, transmit or display on, or through, the Services, including any intellectual property rights which subsist in that Content (whether those rights happen to be registered or not, and wherever in the world those rights may exist). Unless you have agreed otherwise in writing with RHM Telecom, you agree that you are responsible for protecting and enforcing those rights and that RHM Telecom has no obligation to do so on your behalf.

8.5 You agree that you shall not remove, obscure, or alter any proprietary rights notices (including copyright and trade mark notices) which may be affixed to or contained within the Services.

8.6 Unless you have been expressly authorised to do so in writing by RHM Telecom, you agree that in using the Services, you will not use any trade mark, service mark, trade name, logo of any company or organisation in a way that is likely or intended to cause confusion about the owner or authorised user of such marks, names or logos.

Licence from RHM Telecom

9.1 RHM Telecom gives you a personal, worldwide, royalty-free, non-assignable and non-exclusive licence to use the software provided to you by RHM Telecom as part of the Services as provided to you by RHM Telecom (referred to as the “Software” below). This licence is for the sole purpose of enabling you to use and enjoy the benefit of the Services as provided by RHM Telecom, in the manner permitted by the Terms.

9.2 You may not (and you may not permit anyone else to) copy, modify, create a derivative work of, reverse engineer, decompile or otherwise attempt to extract the source code of the Software or any part thereof, unless this is expressly permitted or required by law, or unless you have been specifically told that you may do so by RHM Telecom, in writing.

9.3 Unless RHM Telecom has given you specific written permission to do so, you may not assign (or grant a sub-licence of) your rights to use the Software, grant a security interest in or over your rights to use the Software, or otherwise transfer any part of your rights to use the Software.

Ending your relationship with RHM Telecom

10.1 The Terms will continue to apply until terminated by either you or RHM Telecom as set out below.

10.2 If you want to terminate your legal agreement with RHM Telecom, you may do so by (a) notifying RHM Telecom at any time and (b) closing your accounts for all of the Services which you use, where RHM Telecom has made this option available to you. Your notice should be sent, in writing, to RHM Telecom’s address which is set out at the beginning of these Terms.

10.3 RHM Telecom may at any time, terminate its legal agreement with you if:

(a) you have breached any provision of the Terms (or have acted in manner which clearly shows that you do not intend to, or are unable to comply with the provisions of the Terms); or

(b) RHM Telecom is required to do so by law (for example, where the provision of the Services to you is, or becomes, unlawful); or

(c) the partner with whom RHM Telecom offered the Services to you has terminated its relationship with RHM Telecom or ceased to offer the Services to you; or

(d) RHM Telecom is transitioning to no longer providing the Services to users in the country in which you are resident or from which you use the service; or

(e) the provision of the Services to you by RHM Telecom is, in RHM Telecom’s opinion, no longer commercially viable.

10.4 RHM Telecom shall have the right to either suspend or terminate this Agreement with immediate effect if it should be discovered, through third party complaints or through RHM Telecom internal monitoring procedures, if Customer is sending any SPAM messages through the Services. If RHM Telecom suspends a Customer’s account then the Customer will have to rectify any damage caused, either to RHM Telecom ‘s reputation or to a third party, and will have to commit to not sending any further SPAM through the Services. If RHM Telecom terminates a Customer’s account under this clause 10.4, RHM Telecom’s decision will be final.

10.5 Nothing in this Section shall affect RHM Telecom’s rights regarding provision of Services under Section 4 of the Terms.

10.6 When these Terms come to an end, all of the legal rights, obligations and liabilities that you and RHM Telecom have benefited from, been subject to (or which have accrued over time whilst the Terms have been in force) or which are expressed to continue indefinitely, shall be unaffected by this cessation, and the provisions of paragraph 16.6 shall continue to apply to such rights, obligations and liabilities indefinitely.

Exclusion of Warranties

11.1 The Services are provided “as is” and RHM Telecom, its Subsidiaries and Affiliates, and its licensors give you no warranty with respect to them.

11.2 In particular, RHM Telecom, its Subsidiaries and Affiliates, and licensors do not represent or warrant to you that:

(A) your use of the Services will meet your requirements,

(B) your use of the Services will be uninterrupted, timely, secure or free from error,

(C) any information obtained by you as a result of your use of the Services will be accurate or reliable, and defects in the operation or functionality of any Software provided to you as part of the Services will be corrected.

11.3 No conditions, warranties or other terms (including any implied terms as to satisfactory quality, fitness for purpose or conformance with description) apply to the Services except to the extent that they are expressly set out in the Terms.

11.4 Nothing in the Terms shall affect those statutory rights which you are always entitled to as a consumer and that you cannot contractually agree to alter or waive.

Limitation of Liability

12.1 Nothing in these Terms shall exclude or limit RHM Telecom’s liability for losses which may not be lawfully excluded or limited by applicable law.

12.2 Subject to overall provision in paragraph 12.1 above, RHM Telecom, its Subsidiaries and Affiliates, and its licensors shall not be liable to you for:

(A) any indirect or consequential losses which may be incurred by you. This shall include any loss of profit (whether incurred directly or indirectly), any loss of goodwill or business reputation, or any loss of data suffered by you;

(B) any loss or damage which may be incurred by you as a result of:

(i) any reliance placed by you on the completeness, accuracy or existence of any advertising, or as a result of any relationship or transaction between you and any advertiser or sponsor whose advertising appears on the Services;

(ii) any changes which RHM Telecom may make to the Services, or for any permanent or temporary cessation in the provision of the Services (or any features within the Services);

(iii) the deletion of, corruption of, or failure to store, any Content and other communications data maintained or transmitted by or through your use of the Services;

(iv) your failure to provide RHM Telecom with accurate account information;

(v) your failure to keep your password or account details secure and confidential;

12.3 The limitations on RHM Telecom’s liability to you in paragraph 12.2 above shall apply whether or not RHM Telecom has been advised of or should have been aware of the possibility of any such losses arising.

Other content

13.1 The Services may include hyperlinks to other web sites or content or resources. RHM Telecom may have no control over any web sites or resources which are provided by companies or persons other than RHM Telecom.

13.2 You acknowledge and agree that RHM Telecom is not responsible for the availability of any such external sites or resources, and does not endorse any advertising, products or other materials on or available from such web sites or resources.

13.3 You acknowledge and agree that RHM Telecom is not liable for any loss or damage which may be incurred by you as a result of the availability of those external sites or resources, or as a result of any reliance placed by you on the completeness, accuracy or existence of any advertising, products or other materials on, or available from, such web sites or resources.

Changes to the Terms

14.1 RHM Telecom may make changes to the Standard Terms or Further Terms from time to time. When these changes are made, RHM Telecom will make a new copy of the Standard Terms available on www.rhmtelecom.co.uk and any new Further Terms will be made available to you from within, or through, the affected Services.

14.2 You understand and agree that if you use the Services after the date on which the Standard Terms or Further Terms have changed, RHM Telecom will treat your use as acceptance of the updated Standard Terms or Further Terms.

General legal terms

15.1 Sometimes when you use the Services, you may (as a result of, or through your use of the Services) use a service or download a piece of software, or purchase goods, which are provided by another person or company. Your use of these other services, software or goods may be subject to separate terms between you and the company or person concerned. If so, the Terms do not affect your legal relationship with these other companies or individuals.

15.2 The Terms constitute the whole legal agreement between you and RHM Telecom and govern your use of the Services (but excluding any services which RHM Telecom may provide to you under a separate written agreement), and completely replace any prior agreements between you and RHM Telecom in relation to the Services.

15.3 You agree that RHM Telecom may provide you with notices, including those regarding changes to the Terms, by SMS, email, regular mail, or postings on the Services.

15.4 You agree that if RHM Telecom does not exercise or enforce any legal right or remedy which is contained in the Terms (or which RHM Telecom has the benefit of under any applicable law), this will not be taken to be a formal waiver of RHM Telecom’s rights and that those rights or remedies will still be available to RHM Telecom.

15.5 If any court of law, having the jurisdiction to decide on this matter, rules that any provision of these Terms is invalid, then that provision will be removed from the Terms without affecting the rest of the Terms. The remaining provisions of the Terms will continue to be valid and enforceable.

15.6 The Terms, and your relationship with RHM Telecom under the Terms, shall be governed by English law. You and RHM Telecom agree to submit to the exclusive jurisdiction of the courts of England to resolve any legal matter arising from the Terms. Notwithstanding this, you agree that RHM Telecom shall still be allowed to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.

Terms and conditions: supply of goods

1. Interpretation

“the Company”	means RHM Telecommunications Limited a company registered in England under number 03771726
“the Contract”	means the contract for the sale and purchase of the Goods;
“the Customer”	means the person firm or company or any other entity named as such on the order form to which these Terms are annexed;
“BT”	means British Telecommunications plc whose registered office is at 81 Newgate Street, London EC1A 7AJ
“the Terms”	means the standard terms and conditions of sale set out in this document; and
“Writing”	any similar expression includes facsimile transmission and comparable means of communication, but not electronic mail.

Basis of the sale

2.1 The Company shall sell and the Customer shall purchase the Goods in accordance with the Company’s written quotation (if accepted by the Customer) or the Customer’s written order (if accepted by the Company) subject in either case to these Terms, which shall govern the Contract to the exclusion of any other terms, conditions or warranties whatsoever subject to which any such quotation is accepted or purported to be accepted, or any such order is made or purported to be made by the Customer.

2.2 No variation to these Terms shall be binding unless agreed in Writing in accordance with Clause 10 of these Terms.

2.3 The Company’s employees or agents are not authorised to make any representations concerning the Goods unless confirmed by the Company in Writing. In entering into the Contract the Customer acknowledges that it does not rely on any such representations which are not so confirmed but nothing in these Terms affects the liability of either party for fraudulent misrepresentation.

2.4 The information contained in the advertising sales and technical literature issued by the Company may be relied upon to be accurate at the time of print in the exact circumstances in which it is expressed otherwise any illustrations performance details examples of installations and methods of assembly and all other technical data in such literature are based on experience and form trials under test conditions. Accordingly the information contained in the Company’s publications is provided for general guidance only and forms no part of the Contract unless expressly agreed in Writing in accordance with Clause 10. Customers should obtain specific recommendations and advice from the Company in Writing (in accordance with Clause 10) regarding the uses and attributes of the Company’s products.

2.5 Any typographical, clerical or other error or omission in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by the Company shall be subject to correction without any liability on the part of the Company.

Prices

3.1 The price of the Goods shall be the price stated overleaf, or the Company’s quoted price at the date of acceptance of the order. Where the Goods are supplied for export from the United Kingdom, the Company’s published export price list shall apply. All prices quoted are valid for 60 days and may be withdrawn by the Company within such period at any time by written or oral notice, and are subject to the provisions of Clause 3.2 below.

3.2 The Company reserves the right by giving notice in Writing to the Customer at any time before delivery to increase the price of the Goods to reflect any increase in the cost for the Company which is due to any factor beyond the control of the Company (such as, without limitation any foreign exchange fluctuations, currency regulation, import duty or other like taxation or charge, alteration of duties, significant increase in the costs of labour, material or other costs of manufacture or supply), any change in delivery dates, quantities or specifications for the Goods which is requested by the Customer, or any delay caused by any instructions of the Customer or failure of the Customer to give the Company adequate information or instructions.

3.3 All prices quoted are unless otherwise stated on an ex-works basis unless otherwise agreed in Writing between the parties.

3.4 The price is exclusive of any applicable value added tax, which the Customer shall be additionally liable to pay to the Company.

Terms of payment

4.1 Subject to any special terms agreed overleaf or subsequently in Writing between the parties (in accordance with Clause 10 below), the Customer’s terms of payment are as follows:

4.1.1 The Company may invoice the Customer for the price of the Goods on or at any time after delivery of the Goods, unless the Goods are to be collected by the Customer or the Customer wrongfully fails to take delivery of the Goods, in which event the Company shall be entitled to invoice the Customer for the price at any time after the Company has notified the Customer that the Goods are ready for collection or (as the case may be) the Company has tendered delivery of the Goods.

4.1.2 The Customer shall pay the price of the Goods in accordance with the payment terms detailed overleaf or where no payment terms are detailed overleaf, within 30 days of the date of the Company’s invoice, and the Company shall be entitled to recover the price, notwithstanding that delivery may not have taken place and the property in the Goods has not passed to the Customer. The time of payment of the price shall be of the essence of the Contract. Receipts for payment will be issued only on request.

4.2 For the avoidance of doubt no dispute arising under the Contract or delays beyond the control of the Company shall interfere with prompt payment in full by the Customer in accordance with these Terms.

4.3 If for any reason the Customer fails to make payment on the due date then, without prejudice to any other right or remedy available to the Company in respect of this Contract or such other contracts or any or all of them, the Seller may do all or any of the following:

4.3.1 terminate the Contract forthwith by notice in Writing; or

4.3.2 postpone the fulfilment of its own obligations and suspend work and deliveries;

4.3.3 appropriate any payment made by the Customer to such of the Goods (or the goods supplied under any other contract between the Customer and the Company) as the Company may think fit (notwithstanding any purported appropriation by the Customer); and

4.3.4 charge the Customer interest (both before and after any judgment) on the amount unpaid, at the rate of 4% per annum above Lloyds Bank plc’s base rate from time to time, until payment in full is made (a part of the month being treated as a full month for the purpose of calculating interest)

Risk and title

5.1 Risk shall pass to the Customer so that the Customer is responsible for all loss or damage or deterioration to the Goods as follows:

5.1.1 if the Company delivers the Goods or a relevant part thereof by its own transport, at the time of delivery or, if the Customer wrongfully fails to take delivery of the Goods or a relevant part thereof, the time when the Company has tendered delivery of the Goods;

5.1.2 in the case of Goods to be delivered at the Company’s premises, at the time when the Company notifies the Customer that the Goods are available for collection; or

5.1.3 in all other circumstances at the time when the Goods or a relevant part thereof leave the premises of the Company whether or not the Company arranges transport and, for the avoidance of doubt, where the Goods are delivered by carrier any claims of damage in transit must be made by the Customer against the carrier directly.

5.2 Notwithstanding delivery and the passing of risk in the Goods, or any other provision of these Terms, the property in the Goods shall not pass to the Customer until the Company has received in cash or cleared funds payment in full of the price of the Goods and all other goods agreed to be sold by the Company to the Customer for which payment is then due.

5.3 Until such time as the property in the Goods passes to the Customer (and provided the Goods are still in existence and have not been resold), the Company may at any time require the Customer to deliver up the Goods to the Company and, if the Customer fails to do so forthwith, enter on any premises of the Customer or any third party where the Goods are stored and repossess the Goods.

5.4 Until such time as the property in the Goods passes to the Customer, the Customer shall hold the Goods as the Company’s fiduciary agent and bailee, and shall keep the Goods separate from those of the Buyer and third parties, and properly stored, protected and insured and identified as the Company’s property; but the Customer may resell or use the Goods in the ordinary course of its business.

5.5 The Customer shall only be at liberty to sell the Goods purchased from the Company prior to the passing of title on the understanding that the Customer will hold on trust for the Company so much of the proceeds of sale received by the Customer under contracts which include all or any of the Goods either in their original or altered states as are necessary to discharge payment in full to the Company.

5.6 The Customer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Goods which remain the property of the Company, but if the Customer does so all monies owing by the Customer to the Company shall (without limiting any other right or remedy of the Company) forthwith become due and payable.

Delivery

6.1 Any dates quoted for delivery of the Goods are approximate only and the Company shall not be liable for any delay in delivery of the Goods howsoever caused. Time for delivery shall not be of the essence of the Contract unless previously agreed by the Company in Writing in accordance with Clause 10 below. The Goods may be delivered by the Company in advance of the quoted delivery date on giving reasonable notice to the Customer.

6.2 The date of delivery shall in every case be dependent upon prompt receipt of all necessary information final instructions or approvals from the Customer. Alterations by the Customer in design specifications or quantities required may result in delay in delivery.

6.3 The Company will endeavour to comply with reasonable requests by the Customer for postponement of delivery but shall be under no obligation to do so. Where delivery is postponed otherwise than due to default by the Company the Customer shall pay all costs and expenses including a reasonable charge for storage and transportation including insurance occasioned thereby and the Company shall be entitled to invoice the Goods in accordance with these Terms.

Warranties and liabilities

7.1 Subject as expressly provided in these Terms, and except where the Goods are sold to a person dealing as a consumer (within the meaning of the Unfair Contract Terms Act 1977), all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.

7.2 Where the Goods are sold under a consumer transaction (as defined by the Consumer Transactions (Restrictions on Statements) Order 1976) the statutory rights of the Customer are not affected by these Terms.

7.3 A claim by the Customer which is based on any defect in the quality or condition of the Goods or their failure to correspond with specification shall (whether or not delivery is refused by the Customer) be notified to the Company within seven days from the date of delivery or (where the defect or failure was not apparent on reasonable inspection) within a reasonable time after discovery of the defect or failure. If the delivery is not refused, and the Customer does not notify the Company accordingly, the Customer shall not be entitled to reject the Goods and the Company shall have no liability for such defect or failure, and the Customer shall be bound to pay the price as if the Goods had been delivered in accordance with the Contract.

7.4 Where a valid claim in respect of any of the Goods which is based on a defect in the quality or condition of the Goods or their failure to meet specification is notified to the Company in accordance with these Terms, the Company may replace the Goods (or the part in question) free of charge or, at the Company’s sole discretion, refund to the Customer the price of the Goods (or a proportionate part of the price), in which case the Company shall have no further liability to the Customer.

7.5 Except in respect of death or personal injury caused by the Company’s negligence, or liability for defective products under the Consumer Protection Act 1987, the Company shall not be liable to the Customer by reason of any representation (unless fraudulent), or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the Contract, for loss of profit or for any indirect, special or consequential loss or damage, costs, expenses or other claims for compensation whatsoever (whether caused by the negligence of the Company, its employees or agents or otherwise) which arise out of or in connection with the supply of the Goods (including any delay in supplying or any failure to supply the Goods in accordance with the Contract or at all) or their use or resale by the Customer and the entire liability of the Company under or in connection with the Contract shall not exceed the price of the Goods, except as expressly provided in these Terms.

7.6 The Company shall not be liable to the Customer or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of the Company’s obligations in relation to the Goods, if the delay or failure was due to any cause beyond the Company’s reasonable control. Without limiting the foregoing, the following shall be regarded as causes beyond the Company’s reasonable control:

7.6.1 act of God, explosion, flood, tempest, fire or accident:

7.6.2 war or threat of war, sabotage, insurrection, civil disturbance or requisition;

7.6.3 acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any

governmental, parliamentary or local authority;

7.6.4 import or export regulations or embargoes;

7.6.5 strikes, lock-outs or other industrial actions or trade disputes (whether involving employees of the Company or of a third party);

7.6.6 difficulties in obtaining raw materials, labour, fuel, parts or machinery;

7.6.7 power failure or breakdown in machinery;

7.6.8 any findings of BT (or any other relevant third party) subsequent to any survey deemed necessary by BT or such other relevant third party;

7.6.9 failure of BT (or any other third party) to install, complete, make provision for or carry out other necessary works to include (but not limited to) duct work, line plant, delayed surveys or insufficient equipment in exchange

Cancellation

8.1 Cancellation of the Contract will only be agreed by the Company on the condition that all costs and expenses incurred by the Company up to the time of cancellation and all loss of profits and other loss or damage resulting to the Company by reason of such cancellation will be paid forthwith by the Customer to the Company.

8.2 In the event that a machine is ordered and installed and either subsequently cancelled by the Customer, or the Customer is not approved by any person supplying credit to the Customer, then the Company (in accordance with Clause 8.1 above) reserves the right to charge the Customer the higher of:

8.2.1 a daily charge for hire of the equipment in accordance with the Company’s current tariff; or
8.2.2 the diminution of the value of the machine by reason of it being not a new machine but a second-hand machine.

Jurisdiction

The contract shall be governed and interpreted exclusively according to the law of England and the parties

hereto agree to submit to the exclusive jurisdiction of the English courts.

Entirety of contract

These Terms embody the entire Contract between the parties and they shall govern the Contract to the entire exclusion of any other express or implied conditions, representations, various exclusions, additions and amendments unless agreed in Writing and signed by an authorised representative of the Company. A list of authorised representatives is available from the Company on request.

Terms and conditions: support agreement

This is a maintenance agreement (hereinafter referred to as the “Agreement”) made between the persons or Company named overleaf(hereinafter referred to as the “Customer”) and RHM Telecommunications Ltd, 8 Wheatstone Court, Waterwells Business Park, Gloucester, GL2 2AQ (registered in England under number 03771726) (hereinafter referred to as the “Company”) where the Company has agreed to provide to the Customer certain services in respect of the maintenance of the equipment detailed overleaf and identified by type and serial number (the “Equipment”).

Company’s Undertaking

In consideration of the payment by the Customer from time to time of the maintenance charges prescribed overleaf (the “Charges”) in accordance with the provisions of this Agreement the Company undertakes to provide the maintenance services detailed in Clause 3 (“the Services”) in respect of the Equipment upon the terms and conditions of this Agreement.

Charges

2.1 The Charges shall be levied by the Company annually in advance and shall be payable by the Customer within 30 days of receipt of an invoice therefore.

2.2 RHM Telecommunications Ltd reserve the right to increase prices annually in line with the Consumer Price Index as published by the UK Office of National Statistics. The first 12 months of any contract will be exempt for this increase.

2.3 The Charges shall not include the cost of any Excepted Service (as defined in Clause 5.2)

2.4 Additional Charges (as defined in Clause 5.2) shall be levied by the Company on completion of an Excepted Service and shall be payable by the Customer within 30 days of receipt of an invoice thereafter.

2.5 The charges quoted are exclusive of any applicable value added tax, which the Customer shall be additionally liable to pay to the Company.

2.6 Payment is due within fourteen (14) days from the date of issue of the invoice and collected via Direct Debit on the due date. Late payment of invoices will result in interest being charged at 2% above the then current Handelsbanken Bank base rate. Any clients who do not pay via Direct Debit will be subject to a payment handling fee of £5.00 plus vat per invoice.

Maintenance Services

The Services to be provided by the Company are as follows:

3.1 To maintain the Equipment at the installation address detailed overleaf or other sit agreed in writing between the parties (“the Installation Address”) in efficient working order and throughout the term of this Agreement to execute by its servants agents or contractors all repairs and replacements to the Equipment if necessitated (in the sole opinion of the Company) by fair wear and tear and or faulty workmanship and or faulty materials provided that the Customer shall have duly notified the Company of such fault or necessary repair in accordance with Clauses 6.2 and 6.3 hereof.

3.2 The Company shall as soon as is reasonably practical after notification in accordance with Clauses 6.2 and 6.3 and subject to Clause 4provide:

3.2.1 either a maintenance engineer to carry out during its normal hours any maintenance of and repairs and replacements to the Equipment that may reasonably be required by the Customer and shall carry out any maintenance repairs and replacements (including the provision of any materials and spare parts) as shall be necessary as a result of fair wear and tear arising from the proper operation of the Equipment

3.2.2 or, where appropriate at the discretion of the Company, provide remote technical support.

3.3 For the avoidance of doubt any maintenance repairs or replacements or visits caused by other than (in the sole opinion of the Company) fair wear and tear arising from the proper operation of the Equipment or telecommunications network may be carried out at the Customer’s expenses in accordance with Clause 5.2. All maintenance repairs or replacement may be carried out at the premises where the Equipment is installed or elsewhere at the discretion of the Company.

Times for Maintenance Services

Save where otherwise agreed between the parties in writing the Services shall be carried out during normal working hours which means Monday to Friday, 9.00 am to 5.00 pm (excluding public holidays).

Excepted Services

5.1 The Services shall not include:

5.1.1 electrical work external to the Equipment and including without limitation power supply or maintenance of accessories, attachments, machines or other devices not furnished by the Company;

5.1.1 the painting or refinishing of the Equipment;

5.1.2 the relocation or transportation of the Equipment;

5.1.3 the provision of supplies for use in association with the Equipment;

5.1.4 the replacement of Equipment of parts and other accessories necessitated by fair wear and tear which in the sole opinion of the Company, can no longer be economically maintained;

5.1.5 repair of any wiring external to the Equipment cabinets and enclosures;

5.1.6 battery maintenance or replacement of batteries of individual cells;

5.1.7 failure of the Equipment which is subsequently found (in the sole opinion of the Company)to be mis-operation or failure of BT Equipment and or host PBX systems and or electricity supply services;

5.1.8 the corrections of any fault due to:

5.1.8.1 any accident or disaster affecting the Equipment including without limitation fire, flood, water, wind, lightning, transportation, vandalism or burglary;

5.1.8.2 the Customer’s failure inability or refusal to afford the Company’s personnel proper access to the Equipment;

5.1.8.3 programming error affected by the Customer (in the sole opinion of the Company) resulting in the need for re-programming and or service visits;

5.1.8.4 the Customer’s failure to maintain a suitable environment for the Equipment at the Place of Use in accordance with the Company’s or manufacturer’s written specification or otherwise including without limitation failure to maintain a constant power supply, air conditioning or humidity control;

5.1.8.5 the Customer’s neglect or misuse of the Equipment or its failure to operate the Equipment in accordance with the Company’s or the manufacturer’s instruction manuals or for the purposes for which it was designed;

5.1.8.6 the alteration modification or maintenance of the Equipment by any party other than the Company without the Company’s prior written consent;

5.1.8.7 the transportation or relocation of the Equipment save where the same has been performed by or under the directions of the Company;

5.1.8.8 the use of defective or inappropriate supplies with the Equipment;

5.1.8.9 any other abnormal physical or electrical stress affecting the Equipment;

5.1.8.10 any failure of British Telecommunications plc (or any other third party) to install, complete, make provision for or carry out any actions or obligations whatsoever.

5.2 The Company shall upon request of the Customer provide all or any (in its sole discretion)of the services referred to in this Clause 5 (“the “Excepted Services”) but shall be entitled to charge for the same by levying additional charges to be calculated by the Company on a time and materials basis at its then prevailing rate and terms in the manner described in Clause 2.4 (the “Additional Charges”).

5.3 Without prejudice to Clause 5.2 above the Company shall be entitled to levy Additional Charges in the manner described in Clause 2.4 if Services are provided in circumstances where any reasonably skilled and competent customer would have judged the Customer’s request to have been unnecessary.

Customer’s Obligations

The Customer undertakes to the Company throughout the term of this Agreement:

6.1 to pay the Charges and Additional Charges in accordance with the terms of this Agreement;

6.2 to give the Company fourteen days written notice of any work required so far as possible;

6.3 to notify the Company immediately of any fault in the Equipment or any repairs which might be necessary;

6.4 to grant the Company such access to the Equipment and the place of use of the Equipment (“the Place of Use”) as the Company shall from time to time reasonably require in order to discharge its obligations hereunder;

6.5 to make available at the Place of Use such facilities as the Company shall reasonably require in order to discharge its obligations hereunder including without limitation adequate work space storage and office furniture and equipment;

6.6 to take all reasonable precautions to protect the health and safety of the Company’s employees agents and subcontractors while on the Customer’s premises;

6.7 to make available the Equipment and supply all documentation and other information necessary for the Company to diagnose any fault in the Equipment;

6.8 not to maintain service, repair, adjust, tamper with, alter or expand the Equipment or any part thereof or allow any work to be affected by an agent not appointed by the Company;

6.9 in the event that the Equipment to be connected is British Telecom (BT) or such other Public Switched Telephone Network (PSTN) operators’ apparatus to comply with all BT and PSTN requirements and at the Customer’s sole expense to arrange the provision of any BT or PSTN equipment specially required for the Customer’s purpose;

6.10 to ensure that the environmental conditions at the Installation Address of the Equipment(approved by the Company or BT or other “PSTN” operator) are maintained at all times;

6.11 in the event of a modem or other equipment being provided to the Customer the modem or other equipment shall remain at the Installation Address for the duration of this Agreement. If at any time the Agreement with the Company is terminated the Company has the right to gain access to the Installation Address to remove the modem from the premises.

Limitation of Liability

7.1 In this Agreement “Liability” means any liability arising by reason of any representation (unless fraudulent), or any breach of any implied term or any duty at common law, or under any statue, or under any express term of this Agreement.

7.2 The Company shall have no Liability to the Customer for loss of profit or any indirect, special or consequential Loss (as defined in Clause7.3) of the Customer arising out of or in connection with the provision of any goods or services pursuant to this Agreement (except in respect of death or personal injury resulting from negligence) and the total Liability of the Customer so arising in any year of this Agreement in respect of any one event or series of connected events shall not exceed the Charges payable by the Customer in respect of that year.

7.3 In the context of this Clause 7 “Loss” means, in relation to the Customer, loss of profit or any other loss, damages, costs or other compensation and any legal or other expenses awarded against or incurred by or paid or agreed to be paid in settlement of any claim by the Customer, however the same may arise and whether occasioned by the negligence of the Company, its employees or agents or otherwise.

8 Customer’s Warranty

8.1 The Customer warrants and undertakes to the Company that it is the owner chargor or lessor of the Equipment and that it has full power and authority to enter into this Agreement and permit the Company to perform the Services.

8.2 The Customer undertakes to indemnify and hold harmless the Company against any loss or damage that the Company may suffer as a result of a breach by the Customer of Clause 8.1 above and against all claims from third parties in the event that the Company is unable to keep the Equipment in good working order due to matters which (in the sole opinion of the Company) are in the control of the Customer or the Customer allows the Equipment to be altered adjusted or interfered with by persons other then the Company’s authorised engineers or agents or other apparatus is fitted without the Company’s agreement thereto.

8.3 In the case of line wiring, the Customer shall obtain and retain any necessary licenses way leaves of permission for attachment for supporting wiring and shall pay any rent and expenses in connection with the same and be responsible for any damage that maybe done to property of persons by such wiring.

9 Duration of Agreement

9.1 This Agreement shall commence on the date set out overleaf (the “Commencement Date”) and continue until terminated by either party in accordance with the provisions of Clause 10, but subject to the provisions of Clause 9.2 below.

9.2 This Agreement shall continue for a minimum period of [sixty months], payable in annual increments and continue thereafter from year to year until either party gives the other notice to terminate in accordance with the provisions of Clause10.

10 Termination

10.1 This Agreement may be terminated:

10.1.1 by the Customer upon giving to the Company not less than 90 days’ notice in writing, sent by recorded delivery to expire at the end of the Initial Period or any anniversary thereafter at any time after the expiry of the Initial Period;

10.1.2 forthwith by the Company if the Customer fails to pay the Charges or any Additional Charges due hereunder within 14 days of the due date therefore;

10.1.3 forthwith by either party if the other commits any material breach of any term of this Agreement (other than one falling within Clause 10.1.2 above) and which (in the case of a breach capable of being remedied) shall not have been remedied within 21 days of a written request by the other party to remedy the same;

10.1.4 forthwith by either party if the other shall convene a meeting of its creditors or if a proposal shall be made for a voluntary arrangement within Part I of the Insolvency Act 1986 or a proposal for any other composition scheme or arrangement with (or assignment for the benefit of) its creditors or if the other shall be unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1986 or if a trustee receiver administrative receiver or similar officer is appointed in respect of all or any part of the business or assets of the other party or if a petition is presented or a meeting is convened for the purpose of considering a resolution or other steps are taken for the winding up of the other party or for the making of an administration order (otherwise than for the purpose of an amalgamation or reconstruction).

10.2 If the Company terminates the contract in accordance with Clauses 10.1.2 to 10.1.4then without prejudice to any other rights that the Company may have, it shall be entitled:

10.2.1 to retain any advance payment made by the Customer;

10.2.2 to suspend or determine any unfulfilled part of the Agreement;

10.2.3 to halt any goods in transit; and

10.2.4 either by an agent or itself to have access to the Customer’s premises for the protection, removal, realisation and disposal of any products at any time and from time to time in which the property shall not have been passed from the Company to the Customer.

10.3 In the event of the Customer requiring new or different Equipment during the currency of this Agreement, provided that the value of which is not less than the capital value of the Equipment (at the time of the purchase or acquisition), and on the Company agreeing to sell or supply the new Equipment to the Customer, then this Agreement will be waived by the Company without any penalty to the Customer.

10.4 In the event of the Customer being in material breach of the terms of this Agreement, the parties agree that:

10.4.1 the Customer will pay all monies due and owing under this Agreement up to the end of the annual Charge period in which the said breach occurred;

10.4.2 the Customer will pay liquidated damages calculated at the rate of 70% of the current Charges multiplied by the whole number of annual maintenance charge periods remaining under this Agreement;

10.4.3 the Customer recognises that the said percentages represent a fair measure of the losses and damages to the Company as would be calculated by a Court of Law;

10.4.4 this Agreement shall terminate immediately upon the payments referred to in sub-Clause 10.4.2 above, have been made by the Customer to the Company.

10.5 The waiver by the Company of a breach order fault of any of the provisions of this Agreement by the Customer shall not be construed as a waiver of any succeeding breach of the same or other provisions nor shall any delay on the part of the Company to exercise or avail itself of any right power or privilege that it has or may have hereunder operate as a waiver of any breach or default by the Customer.

11 Right to Sub-Contract or Assign

11.1 The Company shall have the right to sub-contract all or any part of the services provided under this contract and reserves the right to assign this Agreement by written notice to the Customer.

11.2 The Customer shall not be entitled or have the right to assign this Agreement nor all or any of their rights and obligations hereunder without the prior written consent of the Company.

12 Force Majeure

The Company shall not be liable to the Customer or be deemed to be in breach of this Agreement by reason of any delay in performing, or any failure to perform, any of the Company’s obligations in relation to the services, if the delay or failure was due to any cause beyond the Company’s reasonable control. Without limiting the foregoing, the following shall be regarded as causes beyond the Company’s reasonable control:

12.1 act of God, exclusion, flood, tempest, fire or accident;

12.2 war or threat of war, sabotage, insurrection, civil disturbance or requisition;

12.3 acts, restrictions, regulations, bye-laws, prohibition or measures of any kind on the part of any governmental, parliamentary or local authority;

12.4 import or export regulations or embargoes;

12.5 strikes, lock-outs or other industrial action or trade disputes (whether involving employees of the Company or of a third party);

12.6 difficulties in obtaining raw materials, labour, fuel, parts or machinery;

12.7 power failure or breakdown in machinery.

13 Unauthorised use of the Services by Third Parties

13.1 RHM’s customers will be liable for all charges incurred for the use of the Services, irrespective of whether the Services have been used by the Customer, its employees, agents or representatives and any Unauthorised Third Party.

13.2 The Customer will be responsible for:

(a) preventing unauthorised use of the Services;

(b) maintaining the security of all systems, network elements and equipment within it’s (or its employees’, agents’ or contractors’) control; and

(c) maintaining (and ensuring that each of its authorised users maintains) the integrity and secrecy of all passwords, log-in details and access codes used for the purposes of accessing or using the Services or any systems, network elements or equipment.

13.3 Without limiting clause 13.3, the Customer will (or will procure that appropriately qualified third parties will) put in place and comply at all times with the following security measures:

Remove all default password settings when deploying the PBX and limit access to any maintenance ports.
Passwords and access codes should be changed regularly and if possible be alpha/ numeric and as many digits as the system allows. Avoid 000, 1234, extension number=PIN passwords
Delete/change passwords for ex-employees
Consider limiting call types by extension, if an extension user has no requirement to ring international/premium rate numbers then bar access to these call types.
DISA – (Direct Inwards System Access) is typically used to allow employees to dial in from home and make outbound calls (usually high value call types, ie mobile, international etc) via the company PABX. Your maintainer has deactivated this; if reactivated it should be closely controlled.
Secure the system physically, site it in a secure comms room and restrict access to that area
Regular reviews of calls should be carried out to cover analysis of billed calls by originating extension also to identify irregular usage and unexpected traffic
Ensure you fully understand your system’s functionality and capabilities and restrict access to those services which you do not use.
Mailboxes – block access to unallocated mailboxes on the system, change the default PIN on unused mail boxes
Be vigilant for evidence of hacking – inability to get an outbound line is usually a good indicator of high volumes of traffic through your system. Check for calls outside business hours.
Assess security of all PBX peripherals/applications: platform, operating system, password and permissions scheme. Carefully evaluate the security of any onboard remote management utility (eg. PC Anywhere) for possible holes.
Check firewall logs weekly
If relevant set access PIN on smart phones that will use VOIP
Limit VOIP registrations to office network
For SIP systems, set credit limits per phone per day

13.4 RHM will only be responsible for providing the following security measures relating to the provision of the Services (and no others). Customers by not adopting RHM’s standard procedure will by default be opting out of these protection measures at their own risk:

For SIP trunks set usage limits per day and per week at carrier level
Bar all premium rate calls at line, carrier and telephone system level
Bar all international calls line, carrier and telephone system level

13.5 The Customer will notify RHM immediately of any illegal, fraudulent or unauthorised use of the Services. On receipt of such a notice, RHM shall use reasonable efforts to suspend or prevent such use by the Unauthorised Third Party pursuant to clause 13.5.

13.6 RHM will be entitled to suspend or terminate the provision of the Services [(excluding access to the emergency services)] upon receiving the notice required from the Customer under clause 13.4. RHM will lift its suspension or recommence its provision of the Services within a reasonable timescale after the Customer demonstrates to the Supplier’s reasonable satisfaction that appropriate technical, organisational, security or other measures have been put in place to prevent any further unauthorised use of the Services. The Customer will remain liable for the payment of the charges for the Services whilst the Service is suspended or terminated in accordance with this clause 13.5.

13.7 Where RHM has the right to suspend or terminate the Services under clause 13.5 and the conditions in which RHM is required to lift its suspension or recommence its provision of the Services under clause 13.5 have not been met within [30] days’ of the date on which RHM has received the relevant notice under clause 13.4, RHM will be entitled to terminate this agreement immediately or on such other notice as RHM may consider appropriate in the circumstances.

14 Jurisdiction

14.1 This Agreement shall be governed by and construed in accordance with English law and the parties hereto agree to submit to the exclusive jurisdiction of the English courts.

15 Entirety of Contract

15.1 The terms of this Agreement embodies the entire agreement between the parties and they shall govern the contract to the entire exclusion of any other express or implied conditions, promise, representations, various exclusions, additions and amendments unless agreed in writing and executed jointly by the Customer and a Director of the Company.

15.2 If any provision of this Agreement is held by a court or other competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of the Agreement and the remainder of the provision in question shall not be affected.

15.3 A person who is not a party to this Agreement obtains no benefit from this Agreement and has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement but this does not affect any right or remedy of a third party which exists or is available apart from that Act.

16 Headings

Headings to clauses in this Agreement are for the purpose of information and identification only and shall not be construed as forming part of this Agreement.

Terms and Conditions: RHM Broadband

Interpretation

us, our or we” means RHM Telecommunications (company number 03771726) whose registered office is at 8 Wheatstone Court, Waterwells Business Park, Gloucester, GL2 2AQ customer means the person who places the Order and uses the Services.

“Telephone Line” means the telecommunications circuit that the Customer uses to obtain telecommunications services over the public switched telephone network at the Site as notified by the Customer to RHM Telecommunications.

“Agreement” means these Terms, together with the order form.

“BT” means British Telecommunications plc.

“Installation date” means the date when ADSL service is installed in the site.

“Consumer” means a person who enters into a contract other than in the course of a business

“Customer Equipment” means apparatus belonging to the Customer not forming part of the Broadband Equipment but which may be connected to the Broadband Equipment.

“Order Form” means the Broadband application request, written customer order or e-mailed customer order. “Broadband Price List” means the RHM Telecommunications Broadband Price List

Broadband Equipment” means any apparatus or equipment provided by RHM Telecommunications or any third party to the Customer at the Site to enable provision of the Service under this Agreement.

“Site” means the Customer Site where the Service is to be received.

“Service” means the installation, connection and supply of a telecommunications circuit capable of supporting ADSL services at the Site and the provision of telecommunication services over such circuit.

Commencement and Duration

This Agreement will commence on the Commencement Date and shall continue for an initial primary period of 1, 12 or 24 months dependant on which option is selected and will automatically renew for a subsequent period subject to termination under Clause 12.

Please note autorenewal of contract term to a subsequent committed period will not apply to the following organisations. A Microenterprise or Small Enterprise Customer’: a business (that is not a communications

provider) for which no more than 10 individuals work, whether as employees, volunteers or otherwise. A ‘Not-For-Profit Customer’: a body for which no more than 10 individuals work (whether as employees or otherwise but excluding volunteers), whose income is applied solely for charitable or public purposes and which may not distribute its assets to its members.

Provisions of the Service

3.1 RHM Telecommunications shall provide or procure the provision of the Service to the Customer in accordance with the terms of this Agreement. The Customer acknowledges that it is technically impracticable to provide a fault free Service and RHM Telecommunications does not undertake to do so.

3.2 The provision of the Service to the Customer will be subject to the characteristics of the Customers Access Connection and BT may determine that it is not possible to supply the Service over the Customers Access Connection. Where this is the case, RHM Telecommunications will immediately terminate this Agreement and will not be liable to the Customer for such termination.

3.3 The Customer acknowledges that during the installation of the Broadband Equipment for the provision of the Service the Customer Access Connection may suffer a temporary loss of telephone service, and /or interference to any other Access Connection services, which shall be reinstated following installation RHM Telecommunications, will not be liable for any loss, interruption or interference during installation. The Customer also acknowledges that any telephone socket extensions that are incorrectly wired may be disconnected during installation, without liability to RHM Telecommunications.

3.4 Occasionally RHM Telecommunications and/or BT may have to interrupt the Service or change the technical specification of the Service for operational reasons (such as maintenance or Service upgrades) or because of an emergency. In these circumstances where possible RHM Telecommunications will give notice to the Customer of any such interruption however, the Customer shall have no claim against RHM Telecommunications for any such interruption.

3.5 Except as otherwise expressly permitted under this Agreement, the Customer may not: • modify the Service without RHM Telecommunications’ prior written consent;

redistribute copy or use the Service, or transfer rights to the use of the Service to any third party;
disclose details of the Service, to any third party without RHM Telecommunications’ prior written consent;
use the Service except in conjunction with RHM Telecommunications’ recommended operating guidelines;

3.6 RHM Telecommunications shall use its reasonable endeavours to comply with the Customer’s reasonable requests in respect of installation but RHM Telecommunications or BTs decision on the routing of cables and wires and the positioning of outlets and other apparatus constituting the Broadband Equipment shall be final and binding.

3.7 RHM Telecommunications shall use all reasonable endeavours to provide and install or procure the provision and installation of the Broadband Equipment at the Site so that the Service can be provided on or before any installation date specified or agreed to by RHM Telecommunications. Any installation date is an estimate only and RHM Telecommunications shall not be liable for any failure to meet such installation date.

3.8 Installation of the Service may be subject to a survey carried out by RHM Telecommunications or BT and the Service may not be provided where the survey carried out, is incomplete or unsatisfactory.

3.9 The customer accepts that the service is rate adaptive and will run at the most reliable speed available up to 8Mbit/s. Speed can be affected by external conditions.

3.10 The customer accepts that peak and sustained throughput rates may be reduced by contention within the network the BT central or BT Central plus (as applicable) other components sourced by the customer to provide the customer service, end user speed control systems and the internet and by rate adaptation of modems and Line Rate for Max products.

Acceptable use of the Service

4.1 General. This Acceptable Use Policy (AUP) is intended to help protect our customers, and the Internet community, from the inappropriate use of the Internet. This AUP sets out the rules which apply to the use of our internet connection services including your responsibilities, and permitted and prohibited uses of those services. We remind customers that when they are connected to the internet via our service they must comply with the law. Customers must not use our service:

a) for the improper use of a public electronic communications network which is or would be an offence under Section 127 of the Communications Act 2003; or
b) any unauthorised access or denial of service attack which is or would be an offence under Sections 1, 2 or 3 of the Computer Misuse Act 1990; or
c) to commit an offence under the Regulation of Investigatory Powers Act 2000; or
d) to commit an offence under any other relevant UK legislation;

A customer’s use of our service constitutes acceptance of this AUP and we reserve the right to revise and update this AUP from time to time.

4.2 Your responsibilities

You are responsible for your actions when connected to our network and the systems you access through your internet connection. If you act without care or irresponsibly in using your internet connection or your actions put at risk the integrity or security of our network, systems or equipment, your access may be restricted, suspended or terminated, without prior notice, .In particular, you agree that you will not use, attempt to use or allow your internet connection to be used to:

a) store, send or distribute any content or material which is restricted, prohibited or otherwise unlawful under any applicable law or which is likely to be offensive or obscene to a reasonable person;
b) store, send or distribute confidential information, copyright material or other content which is subject to third party intellectual property rights, unless you have a lawful right to do so;
c) do anything which defames, harasses, threatens, abuses, menaces, offends, violates the privacy of, or incites violence or hatred against, any person or class of persons, or which could give rise to civil or criminal proceedings ;
d) do any other act or thing which is illegal, fraudulent or otherwise prohibited under any applicable law or which is in breach of any code, standard or content requirement of any other competent authority;
e) do anything which interferes with other users or restricts or hinders any person from accessing or using our internet connection service or systems including the excessive usage of bandwidth under section 5 below
f) forge header information, email source address or other user information;
g) access, monitor or use any data, systems or networks, including another person’s private information, without authority or attempt to probe, scan or test the vulnerability of any data, system or network;
h) deliberately compromise the security or integrity of any network or system including our network
i) knowingly access, download, store, send or distribute any viruses or other harmful programs or material
j) send or distribute unsolicited advertising, bulk electronic messages or otherwise breach your spam obligations set out below, or overload any network or system including our network and systems (including the excessive usage of bandwidth under section 5 below)
k) invade anyone’s privacy by attempting to harvest, collect, store, or publish private or personally identifiable information, such as passwords, account information, credit card numbers, addresses, or other contact information without their knowledge and consent ;
l) tamper with, hinder the operation of or make unauthorised modifications to any network or system; or
m) authorise, aid, abet, encourage, conspire with or incite any other person to do or attempt to do any of the above acts .In addition you may not use our network to create, transmit, distribute, or store content that:
violates a trademark, copyright, trade secret or other intellectual property rights of others
violates export control laws or regulations ,
violates the privacy, publicity or other personal rights of others,
d)impairs the privacy of communications,
constitutes deceptive online marketing, causes technical disturbances to our network (including excessive usage of bandwidth under section 5 below), its affiliated networks, or the network used by customers to access the Email service, or violates the policies of such networks by, including, but not limited to, the intentional introduction of any viruses, Trojan horses, worms, time bombs, cancel bots or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system or data, or

vi) assists, encourages or permits any persons in engaging in any of the activities described in this section. If you become aware of any such activities, you are obligated to immediately notify us and take all other appropriate actions to cause such activities to cease.

4.3 Use of email with particular regards to SPAM

Also known as junk mail or unsolicited commercial email, the term “spam” refers to submitting a commercial email to a large number of recipients who have not requested or opted to receive it and have no reasonable expectation of receiving email from the sender. Email sent by a company or an organisation with whom the recipient has established a relationship or which was requested or accepted (opt-in requirement) by the recipient is not considered spam. Spamming is not only harmful because of its negative impact on consumer attitudes toward businesses that supply Email and interconnection services, but also because it can overload our network and disrupt service to other customers. As a user of our email service platforms sending direct marketing emails: You must:

a) include a conspicuous notice identifying the message as an advertisement or a commercial solicitation;
b) provide a valid physical postal address in each email your send;
c) include a valid email address or an unsubscribe link allowing the recipient to opt-out, either by replying to a valid return address, or by using an Internet-based unsubscribe mechanism
d) process opt-out requests for at least 30 days after the sending of the commercial email and stop sending email to the requestor within 10 business days upon request;
e) comply with any regulation in force that covers direct marketing regulations.

You may not:

a) include false, deceptive or misleading header information, including a false domain name or address;
b) send emails with a false, deceptive or misleading subject line;
c) include sexually explicit content in your email;
d) add an address into your list without the subscriber’s permission;
e) maintain an email address in your list for which an opt-out request has been received;
f) use lists older than 6 months without obtaining a confirmation of the subscriber’s permission;
g) harvest email addresses from websites or web services;
h) generate an email address by using a dictionary attack combining letters and numbers into multiple permutations;
i) use scripts or automated ways to register for multiple email or user accounts to send commercial emails
j) relay emails through a computer or network without permission;
k) use your subscription form to subscribe users for an unrelated list or to send them content differing from the one they have agreed to
l) send emails with added words/characters in an attempt to bypass Bayesian filters;
m) send, or attempt to send, Spam of any kind from third-party networks using a return email address that is hosted on our network, or referencing an email address hosted on our network;
n) send email messages which result in complaints from the recipient or from the recipient’s email provider, or which result in blacklisting of the sender’s email address or mail server;
o) send email messages which are excessive and/or intended to harass or annoy others
p) continue to send email to a recipient who has indicated that he/she does not wish to receive it;
q) take any actions intended to cloak your identity or contact information, including but not limited to intentionally omitting, deleting, forging or misrepresenting message headers or return addresses; or
r) take any other action that results in the blacklisting of the sender’s email address or mail server, or negatively impacts other customers who use the Email service. In the absence of positive, verifiable proof to the contrary from you we will consider complaints by recipients of emails to be conclusive that the recipient did not subscribe or otherwise request the email(s) about which a complaint was generated.

4.4 Bulk email

The use of our network to send bulk email whether opt-in or otherwise, and the use of bulk email to promote a site on our network is strictly forbidden. Bulk mailing is defined as:

E-mails with more than 50 recipients per email
Sending E-mails at a rate of over 5 emails per minute – If bulk mailing attempts are detected the relevant ports may be blocked with immediate effect.

4.5 Excessive use of bandwidth

The use of bandwidth which is inappropriate for a particular service is to be avoided. In the event that excessive usage of bandwidth on a consistent basis is detected we will contact you to propose a more suitable service as a replacement. If you decline to accept the suggested replacement service and the excessive usage continues we reserve the right to restrict, suspend or terminate your access, at our discretion.

Examples of excessive bandwidth usage are:

A circuit that uses in excess of 100GB of bandwidth in a 24 hour period
A group of circuits (as part of the same company or end user group) that consumes bandwidth in excess of 100GB at each site on the same day(s). Large bandwidth requirements across numerous sites would be better suited by a solution that does not have the potential to impact other users.

in a way that in RHM Telecommunications’ reasonable opinion could a affect the experience of other users on the network; including but not limited to; persistent heavy users of the service, who in RHM Telecommunications’ reasonable opinion could be seen to be over-using their contended service, may at RHM Telecommunications discretion have their contention ratio increased without notice.

4.6 RHM Telecommunications will be entitled to suspend the Service or terminate the Agreement where RHM Telecommunications, in its absolute discretion, believes the Customer is in breach of any provisions of Clauses 4.1 – 4.5

4.7 The Customer acknowledges and accepts the following technical limits relating to the Service:

transmission performance of some metallic local loops will mean it is technically impracticable to provide Service to all Customers within the Service Availability Area;
currently, until such time as RHM Telecommunications advises otherwise, the Service cannot be provided over the same Access Connection as certain other telecommunications services.
the Service is not available to Sites where all or part of the Access Connection is provided over fibre optic cable or radio systems.
that the Service may also affect the performance of some PSTN customer premises equipment.
that some technical limitations may not become apparent until after the Service has been installed and working for some time. In such circumstances the Service for some individual may need to be withdrawn.

that in the case of any rate-adaptive product, including Homeworker and Office products and MAX ADSL services, upload speeds (and download speeds for MAX services) are dependent on distance from the exchange, atmospheric conditions and quality of the metallic path and may vary without notice to the customer.
Rate adaptation can occur several times a day and may cause the link to the DSLAM to reset.
that in the case of any rate adaptive product, such as ADSL MAX services, throughput guarantees will relate only to the actual rated speed of an individual connection, not any implied speed of service.

4.8 In the circumstances referred to in Clause 4.7 RHM Telecommunications will have no liability to the Customer relating to the provision of the Service (or RHM Telecommunications’ inability to provide the Service), the performance of the Service, its effect on other services or equipment or the withdrawal of the Service.

4.9 The Customer will co-operate with RHM Telecommunications’ reasonable requests for information regarding the Customer use of the Service and supply such information without delay

Charges

5.1 The charges for the Service will be calculated in accordance with the RHM Telecommunications Price List. Charging will begin on the Commencement Date for the Service. Charges will be calculated in accordance with details recorded by, or on behalf of, RHM Telecommunications.

5.2 Payment is due within fourteen (14) days from the date of issue of the invoice and collected via Direct Debit on the due date. Late payment of invoices will result in interest being charged at 2% above the then current Handelsbanken Bank base rate. Any clients who do not pay via Direct Debit will be subject to a payment handling fee of £5.00 plus vat per invoice.

5.3 All charges exclude Value Added Tax (VAT) at the applicable rate, unless stated otherwise.

5.4 Capped products. RHM provide many Broadband and Fibre to the cabinet products with a usage cap. If the cap for the product is exceeded in any given month RHM reserve the right to charge excess usage at the rate of £1.00 per gigabyte

5.5 RHM Telecommunications may also make an additional charge (on the basis of additional charges detailed in the RHM Telecommunications Price List), on its own behalf or on behalf of a BT in the following circumstances: –

an abortive visit charge may be incurred where incorrect information supplied by the Customer means it is technically impractical to provide the Service over the Customers Access Connection;
where it is necessary to relocate the existing telephone master socket to provide the Service;
where RHM Telecommunications or BT are unable to gain access to the Site to carry out installation of the Service or the installation is aborted an abortive visit charge may be payable;
where certain order information provided by the Customer is illegible, inaccurate or incomplete an administration fee will be charged;
where RHM Telecommunications or BT provide the support to the Customer outside its normal support times in supply of the Service;
where a fault relates to equipment other than the supplied Equipment.

5.6 RHM Telecommunications Ltd reserve the right to increase prices annually in line with the Consumer Price Index as published by the UK Office of National Statistics plus 3.9%. In addition RHM reserves the right to pass through any wholesale price increase from its suppliers at any time. Any price increase will be notified in writing with 30 days’ notice usually via your monthly RHM invoice.

Customer Obligations

6.1 To allow the installation and use of the RHM Telecommunications Equipment at the Site, the Customer will at the Customer’s own expense

obtain all necessary consents, including consents for any necessary alterations to buildings;
take up or remove, any fitted or fixed floor coverings, ceiling tiles, suspended ceiling and partition covers, as RHM Telecommunications or BT advises are necessary, and carry out afterwards any making good or decorator’s work required; and
provide any electricity and connection points required by RHM Telecommunications or BT.

The criteria above must be completed in advance of any installation work.

6.2 The Broadband Equipment shall remain the property of RHM Telecommunications or the supplier of such equipment (including BT) and the Customer shall at all times make clear to third parties that the same is the property of RHM Telecommunications or a third party supplier of such equipment. RHM Telecommunications may modify, substitute, renew or add to the Broadband Equipment from time to time at its absolute discretion. Where RHM have provided a FREE CISCO router as part of 3 year managed service contract the device must be returned to RHM upon termination of the contract. A one off charge of £275.00 plus vat will be raised if the device is not returned within 30 days.

6.3 RHM Telecommunications shall supply the Customer with the relevant information to enable the Customer suitably to prepare the Site for delivery and installation of the Broadband Equipment. The Customer shall at their own expense provide suitable accommodation, assistance, facilities and environmental conditions for the Broadband Equipment and all necessary electrical and other installations and fittings.

6.4 A secure electricity supply is required at the Premises for the installation, operation and maintenance of the Broadband Equipment at such points and with such connections as specified by RHM Telecommunications. Unless otherwise agreed, this power supply is to be provided by the Customer. RHM Telecommunications shall not be responsible for interruption or failure of the Services caused by a failure of such power supply.

6.5 The Customer is responsible for the Broadband Equipment and must not add to, modify or in any way interfere with it nor allow anyone else (other than someone authorised by RHM Telecommunications) to do so. The Customer will be liable to RHM Telecommunications for any loss of or damage to the Broadband Equipment, except where such loss or damage is due to fair wear and tear or is caused by RHM Telecommunications, or anyone acting on RHM Telecommunications’ behalf.

6.6 Any Customer Equipment connected to or used with the Service must be connected and used in accordance with any instructions, safety and security procedures applicable to the use of that equipment. Any equipment which is attached (directly or indirectly) to the Service must be technically compatible with the Service and approved for that purpose under any relevant legislation or telecommunications industry standards.

6.7 To enable RHM Telecommunications to carry out its obligations under this Agreement, the Customer will at all reasonable times provide RHM Telecommunications employees, and anyone acting on RHM Telecommunications’ behalf including BT, who produces a valid identity card, with access to any Site and any other premises outside of RHM Telecommunications’ control. RHM Telecommunications will normally only require access during its usual working hours but may, on reasonable notice, require the Customer to provide access at other times. RHM Telecommunications may agree to work outside its usual working hours, but the Customer must pay RHM Telecommunications’ additional charges for doing so as detailed in Clauses and the RHM Telecommunications Price List.

6.8 If through no fault of RHM Telecommunications, RHM Telecommunications is unable to carry out an installation at, or gain access to, the Site or the installation is aborted, RHM Telecommunications will notify the Customer Nominated Contact and may raise an abortive visit charge.

6.9 The Customer hereby irrevocably gives permission to RHM Telecommunications or BT and its employees, agents or contractors to:

execute any works on the Premises for, or in connection with, the installation, maintenance, or removal of the Broadband Equipment;
keep and operate telecommunication apparatus installed on, under or over the Premises;
enter the Premises to inspect any telecommunication apparatus kept on, the Site or elsewhere for the purposes of providing the Service. Where this Agreement or the Service is terminated for any reason RHM Telecommunications or BT will be entitled to enter the Site to remove Broadband Equipment installed there.

6.10 The Customer undertakes

to comply with all instructions RHM Telecommunications may notify to the Customer for use of the Broadband Equipment;
not to allow the Broadband Equipment to be repaired or maintained other than by an authorised representative of RHM Telecommunications;
not to damage the Broadband Equipment and not to add modify or in any way interfere with the performance of the Broadband Equipment;
not to attempt to sell the Broadband Equipment;
not to remove any identification mark affixed to the Broadband Equipment showing that it is the property of RHM Telecommunications or other third party supplier of such equipment.

6.11 The Customer shall be responsible for the repair and maintenance of any Customer Apparatus used in order to obtain or use the Service.

Support of the Service

Technical support for the Service is available by telephoning RHM Telecommunications or by sending e-mail RHM Telecommunications. Technical support is available during normal RHM Telecommunications office hours.

Intellectual Property Rights

8.1 The Customer acknowledges that the Customer shall have no rights to any intellectual property rights arising as a result of any use of the Service.

8.2 Any and all intellectual property rights used or embodied in or in connection with the Service shall be and remain the sole property of RHM Telecommunications or RHM Telecommunications’ licensors. No title or intellectual property rights therein or in any modification or extension thereof shall pass to the Customer unless specifically stated under the Agreement.

8.3 The Customer acknowledges such title, interest and rights and the Customer shall not take any action to jeopardize, limit or interfere in any manner with RHM Telecommunications’ (or any third party suppliers’) title, interests or rights with respect to the Service, including but not limited to, using RHM Telecommunications or BTs trademarks or trade name.

8.4 Where software is provided to enable the Customer or to use the Service, RHM Telecommunications grants the Customer, for the duration of this Agreement, a non-exclusive, non-transferable license to use the software for that purpose.

Warranties

9.1 The service will be provided without warranty or representation of any kind, whether express or implied RHM Telecommunications disclaims and excludes all such warranties and representations including without limitation any warranty or representation that the Service is free of defects, of satisfactory quality, fit for a particular purpose or non-infringing of third party rights. The Customer accepts all risks and liabilities associated with the use of the Service.

Limitation of Liability

10.1 Nothing in this Agreement shall exclude or limit liability for death or personal injury resulting from the negligence of either party or their servants, agents or employees.

10.2 Neither party shall be liable in contract, tort, pre-contract or other representations (other than fraudulent or negligent misrepresentations) arising out of or in connection with this Agreement for:

any economic losses (including, without limitation, loss of revenues, profits, contracts, or business); or
any special, indirect or consequential losses or any destruction of data, arising out of or in connection with the provisions of this Agreement.

10.3 Subject to clauses 10.1 and 10.2 RHM Telecommunications’ liability to the Customer in contract, tort, negligence, pre-contract or other representations arising out of or in connection with this Agreement or the performance or observation of its obligations under this Agreement shall be limited in aggregate to the charges paid, by the Customer under this Agreement.

10.4 Each provision of this Agreement, excluding or limiting liability, operates separately. If any part is held by a court to be unreasonable or inapplicable, the other parts shall continue to apply.

10.5 The Customer indemnifies RHM Telecommunications and its suppliers including any BT against any claims or damages arising from the Customers access to or use of the Service and any information, data or material produced, transmitted or downloaded on the Service.

11. Force Majeure

11.1 If either party is unable to perform any obligation under this Agreement because of a matter beyond that party’s reasonable control such as lightning, flood, exceptionally severe weather, fire, explosion, war, civil disorder, industrial disputes (whether or not involving that party’s employees), or acts of local or central Government or other Competent authorities or events beyond the reasonable control of that party’s suppliers, the party will have no liability to the other for that failure to perform.

11.2 If any of the events detailed in paragraph 11.1 continue for more than 3 months either party may serve notice on the other terminating this Contract.

12. Termination

12.1 The Customer may terminate this agreement by giving a minimum of 30 days written notice to RHM Telecommunications prior to the end of the primary or secondary contract term. A one off fee of £35.00 applies. If a contract is terminated early, RHM Telecommunications will charge a £50 administration fee and 100% of the value of the monthly payments for the remainder of the contract term if in primary. In a secondary term 20% of outstanding rental will be charged if the contract is terminated early.

12.2 Either party may terminate this Agreement or the Service provided under it immediately, on notice, if the other: • commits a material breach of this Contract, which is capable of remedy, and fails to remedy the breach within 15 days of a written notice to do so;

commits a material breach of this Contract which cannot be remedied;
is repeatedly in breach of this Contract; or
Is the subject of a bankruptcy order, or becomes insolvent, or makes any arrangement or composition with or assignment for the benefit of their creditors, or goes into voluntary (otherwise than for reconstruction or amalgamation), or compulsory liquidation or a receiver or administrator is appointed over their assets.

12.3 If any of the events detailed in 12.2 occur as a result of Customer default, RHM Telecommunications may suspend the Service without prejudice to its right to terminate this Contract. Where the Service is suspended under this paragraph 12.3 the Customer must pay the charges for the Service until this Contract is terminated.

12.4 RHM Telecommunications may terminate this Agreement immediately upon written notice to the Customer if: RHM Telecommunications is informed by BT supporting the Service that BT is required to cease the Service by a competent regulatory authority; or

BT supporting the Service ceases to do so for whatever reason or changes the terms its provision of telecommunications services to RHM Telecommunications for the Service beyond the reasonable control of RHM Telecommunications;
the Customer fails to comply with any of the material terms or conditions of the Agreement and the Customer does not remedy such failure within 15 days of a request to do so.

12.5 Upon termination of this Agreement the Customer shall immediately stop using the Service and the Customer right to use the Service shall immediately terminate.

12.6 If either party delays in acting upon a breach of this Agreement that delay will not be regarded as a waiver of that breach. If either party waives a breach of this Agreement that waiver is limited to that particular breach.

13. Confidentiality

13.1 The parties will keep in confidence any information (whether written or oral) of a confidential nature (including software and manuals) obtained under or in connection with this Agreement or the Service and will not without the written consent of the other party disclose that information to any person (other than their employees or professional advisers, or in the case of RHM Telecommunications the employees of a RHM Telecommunications Group Company or their suppliers, who need to know the information).

13.2 This Clause 13.1 will not apply to:

any information, which has been, published other than through a breach of this Agreement;
information lawfully in the possession of the recipient before the disclosure under this Agreement took place;
information obtained from a third party who is free to disclose it; and
information, which a party is, requested to disclose and, if it did not, would be required by law to do so.

13.3 This Clause 13.1 will remain in effect for 2 years after the termination of this Agreement

14. Data Protection

14.1 RHM Telecommunications and the Customer each agree to comply with their respective obligations under applicable data protection legislation and maintain all relevant registrations, including (in relation to the Customer) such registrations and consents as the Customer should obtain and maintain to enable RHM Telecommunications to process personal data in connection with the performance by RHM Telecommunications of its obligations under this Contract.

14.2 The Customer agrees that RHM Telecommunications may put their name and other details obtained from the Order Form into a computerized directory for internal use and to enable RHM Telecommunications to provide the Service.

14.3 Rights of subject access will be in accordance with the Data Protection Act 1998 and upon request in writing and payment of the appropriate fee.

14.4 Any and all data supplied by Customers is held in accordance with RHM Telecommunications current Privacy Policy.

Consumers

Where you are purchasing the Service as a Consumer the exclusion of the implied terms in Clause 9 and the provisions of Clause 14.1 will not apply.

16. Notices

16.1 Notices given under this Agreement must be in writing and may be delivered by hand, or by courier or first class post to the following addresses:

16.1.1 To RHM Telecommunications at the address of the RHM Telecommunications office shown on the Order Form or any alternative address which RHM Telecommunications notifies to the Customer;

16.1.2 To the Customer at the address to which the Customer asks RHM Telecommunications to send invoices, the address of the Customer’s premises, or, if the Customer is a limited company, its registered office.

General Provisions

17.1 The Agreement will constitute the entire agreement between the parties and will supersede all prior and contemporaneous agreements, communications and representations (except for fraudulent or negligent misrepresentations) whether oral or written, between the parties.

17.2 A person who is not party to this Contract has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Contract, but this does not affect any right or remedy of a third party which exists or is available apart from that Act

17.3 In the event of a dispute between the parties, the parties will attempt in good faith to resolve the dispute or claim arising out of or relating to the Agreement promptly through negotiations between the respective representatives of the parties who have authority to settle the same.

17.4 If any provision of the Agreement (whether in part or in whole) is held by a court of competent jurisdiction to be illegal, invalid or unenforceable the remaining provisions of the Agreement shall remain in full force and effect.

17.5 Any waiver of any breach of any provision of the Agreement will not constitute a waiver of any prior, concurrent or subsequent breach of the same or any other provisions of the Agreement.

17.6 The Customer may not assign or otherwise transfer, by operation of law or otherwise, the Agreement or any rights or obligations therein without the prior express written consent of RHM Telecommunications.

17.7 The headings to the sections of this Agreement are for convenience only.

Law

The Agreement shall be governed by the laws of England and the parties submit to the non-exclusive jurisdiction of the C

Terms and Conditions: RHM Call Plan

Interpretation

1.1 In these Conditions:

“Acceptable Use Policy” means our policy for the use of the Services which is available upon request and which may be revised from time to time;

“Additional Services” means any services not included in the Services;

“Agreed Usage” means the monthly minimum call traffic, if any, specified on the Service Application Request;

“Authorisation” means the authorisation to act as a public telecommunications operator or to operate a telecommunications system under the Legislation;

“Cancellation Charges” means the cancellation charges specified on the Service Application Request;

“Committed Period” means the period, if any, specified on the Service Application Request and commencing on the Start Date;

“Confidential Information” shall include all business and trade secrets, methods of doing business, customer lists, tariffs and pricing information and other confidential information and material disclosed by or obtained from the other party in connection with this Contract;

“Contract” means these Terms, the Service Application Request and any other document where expressly incorporated;

“Documents” includes, in addition to a document in writing, a map, plan, design, drawing, picture or other image, or any other record of any information in any form;

“Devices” means any hardware and/or software used by us in the provision of the Services;

“Equipment” means all hardware, software, network facilities and telecommunications services provided by you;

“Facility Limit” means the usage, web space, band width or other capacity or volume measure indicated on the Service Application Request;

“Helpdesk” means the helpdesk facility for the reporting of any and all Service Failures by telephone on 0345 33 77 373 or by e-mail to faults@rhmtelecom.com

“Input Material” means any Document or other materials, and any data or other information provided by you in relation to the Services;

“Intellectual Property Rights” means all or any of, and in relation to all and any of the countries of the

world: trade and service marks, trade names, patents, know-how (being confidential technical and other information or experience or trade secrets devised developed or acquired by or for the party), copyright in any written, artistic, photographic, cinematic, film, televisual, multimedia or video material, plans, designs, models, sets, mouldings, patterns, software programs or work (whether or not wholly or partly in machine readable form), and designs whether or not registered or protected by copyright;

“Legislation” means any applicable legislation, authorisations, permissions, rules, regulations, orders and guidelines relating to the provision and/or marketing of the Services and includes without limitation the Communications Act 2003, the Telecommunications Act 1984, the ICSTIS Code and/or any directives or other requirement issued by OFCOM from time to time;

“Normal Office Hours” means Monday to Friday from 0900 to 1700 but excluding Bank Holidays; “Output Material” means any Document or other materials, and any data or other information provided by us in relation to the Services; “Service Application Request” means the sheet to which these Terms are appended;

“Rebate Service” means a service in respect of which rebates are payable by us to you;

“Services” means the services to be provided by us for you and referred to in the Specification Sheet; “Service Credit” means the amount payable, if any, by us to you in accordance with Clause 3 and the Service application request;

“Service Failure” means any failure, error or defect arising as a result of causes beyond our reasonable control or any delay, interruption or fault in the provision of the Services;

“Service Level” means the performance level set out in the Service Application Request;

“Site” means the location detailed in the Service Application Request where the Services shall be carried out;

“Specification Sheet” means CLI build hereto;

“Standard Charges” means the charges shown in our brochure or other published literature from time to time relating to the Services;

“Start Date” means the start date set out on the Service Application Request;

“Subsequent Committed Period” means a further period of identical length and on identical terms to the Committed Period;

“us”, “our”, “we” means RHM Telecommunications Limited (Company number 3771726).

whose registered office is at 8 Wheatstone Court, Waterwells Business Park, Quedgeley, Gloucester GL2 2AQ, and “you” and “your” means the person named on the Service Application Request for whom we have agreed to provide the Services in accordance with these Terms.

1.2 The headings in these Terms are for convenience only and shall not affect their interpretation.

1.3 A reference in these Terms to a provision of a statute shall be construed as a reference to that provision as amended, re-enacted or extended at the relevant time.

1.4 A reference to anybody is:

1.4.1 if it is replaced by another organisation, deemed to refer to that organisation; and

1.4.2 if that body ceases to exist, deemed to refer to the organisation which most nearly or substantially serves the same purposes as that body.

1.5 Words in the singular shall include the plural and vice versa, references to any gender shall include the others and references to legal persons shall include natural persons and vice versa.

2 The Service

2.1 We shall use all reasonably endeavours to provide the Services to you in accordance with the Contract and the standards of service set out in our Service Level Agreement.

2.2 The Services shall be provided in a fair and professional manner, and we shall exercise reasonable skill and care in the provision thereof.

2.3 Any changes or additions to the Services or these Terms must be agreed in writing by us.

2.4 You shall at your own expenses supply us with all necessary Input Material relating to the Services, within sufficient time to enable us to provide the Services in accordance with the Contract. You shall ensure the accuracy of all Input Material.

2.5 You shall at your own expense retain duplicate copies of all Input Material and insure against its accidental loss or damage. We shall have no liability for any such loss or damage, however caused.

2.6 Where appropriate, you authorise us, our agents, employees and other authorised personnel, to reprogram your Equipment and/or install Devices in order to provide the Services.

2.7 All Output Material shall be at your sole risk from the time of delivery to you or to your order.

2.8 Any dates and times given for the provision of the Services are estimates only and whilst all reasonable steps will be taken to ensure compliance with such dates and times we shall not be responsible for any delay or any loss suffered as a result of such delay. Time shall not be of the essence.

2.9 We may correct any typographical or other errors or omissions in the Contract relating to the provision of the Services without any liability to you.

2.10 We may at the time without notifying you make any changes to the Services which are necessary to comply with any applicable safety or other statutory requirements, or which do not materially affect the nature or quality of the Services.

2.11 We reserve the right upon 45 days written notice to vary the technical specification of the Services.

2.12 If you should request us to provide any Additional Services then we may, at our sole discretion, do so. However we shall not do so until and unless the exact nature of the Additional Services is agreed in writing. Any Additional Services so provided will form part of the Contract and are subject to these Terms.

3 Service Levels

3.1 We do not guarantee that the Services will be continuously available to you nor that they will be free from Service Failures.

3.2 If you believe that you are experiencing an actual or potential Service Failure you must immediately report this to us at the Helpdesk providing us with sufficient information to enable us to investigate the problem. We shall record the date and time of any such report.

3.3 Where we investigate a problem reported to us under Clause 3.2 above and we conclude that there has been no Service Failure, we reserve the right to charge you for all reasonable costs and expenses incurred in investigating the problem.

3.4 We are not responsible for the maintenance of, or for dealing with or responding to any fault with, your Equipment.

3.5 Where, as a result of a Service Failure, any applicable Service Level is not achieved we may, subject to Clause 8.8 below, pay to you a Service Credit by issuing a credit note to you for a sum equivalent to the amount of the Service Credit.

3.6 The duration of any Service Failure, for the purpose of calculating any Service Credit, will be measured from the time that we record that the fault was reported to us in accordance with Clause 3.2 above to the time we can demonstrate that the Services have been restored.

3.7 Service Credits will be the maximum extent of our liability and your exclusive remedy in respect of any failure on our part to achieve the Service Levels, and all other rights, remedies and liabilities are excluded to the maximum extent permitted by law.

3.8 If there should be any Service Failure, then we acknowledge that you shall have the right to arrange for traffic to be redirected to another licensed operator, and you acknowledge that it is not our responsibility to arrange for the provision of an alternative service.

4 Your use of our Services

4.1 You agree that you will not use the Services in any way that would:

4.1.1 contravene or cause us to contravene any Legislation;

4.1.2 contravene our Acceptable Use Policy;

4.1.3 compromise the security of our Devices or other systems including by introducing viruses or failing to employ appropriate security procedures;

4.1.4 enable or permit unauthorised access by you or third parties to data stored on our network;

4.1.5 cause a degradation of Services to any of our other customers;

4.1.6 involve the sending of unsolicited marketing or advertising materials;

4.1.7 result in the transmission, storage, reproduction or receipt of any material of a pornographic, obscene, abusive, defamatory, menacing or offensive nature or which would constitute a criminal offence or which would result in the breach of any rights of a third party including, but not limited to, contractual rights, intellectual property rights, confidentiality and privacy;

4.1.8 breach or cause us to breach any applicable data protection legislation including, but not limited to, the Data Protection Act 1998;

4.1.9 exceed your Facility Limit or cause an overload of our network;

4.1.10 lose or cause us to lose or breach or cause us to breach our Authorisation; or

4.1.11 any other reason that we notify to you from time to time in writing.

4.2 You will indemnify us and keep us indemnified against any claims, proceedings or threatened claims or proceedings from third parties and against any loss or damage suffered by us arising from any breach of your obligations under this Contract, and for all costs and expenses reasonably incurred by us in investigating and defending ourselves in relation to any such claims, proceedings or threatened claims or proceedings.

4.3 You will ensure that your usage of the Services does not exceed the Facility Limit or cause congestion or otherwise disrupt our network. You will give us not less than 2 days written notice of any advertising promotion or other campaign which may result in abnormal demands being placed on our network.

4.4 You are solely responsible for safeguarding your data. Such safeguards should include, but not be limited to, the taking of backup copies, maintaining a disaster recovery process and any other means you consider to be appropriate.

4.5 To enable us to perform our obligations under this Contract, you will:

4.5.1 obtain and keep in force all requisite authorisations, licences, consents and permissions;

4.5.2 permit or procure permission for us, our agents or our employees to have access to the Site as reasonably requested;

4.5.3 provide such reasonable assistance and information as we shall reasonably request from time to time; and

4.5.4 take all such steps as are reasonably necessary to co-operate with and assist us in the provision of the Services.

4.6 We will carry out any work that is necessary to maintain the provision of the Services during Normal Office Hours. Any request by us to carry out the work outside Normal Office Hours can be refused by you. Any request by you that we carry out the work outside Normal Office hours can be refused by us.

4.7 You will observe and comply with any and all rules, notices, orders, instructions and procedures that we notify to you in writing from time to time in connection with your use of the Services.

5 Our Devices

5.1 Our Devices are owned by us, our suppliers or our licensors and no title in any of them shall pass to you under this Contract. We grant to you a non-exclusive licence to use the Devices at the Site during the duration of this Contract.

5.2 Where our Devices are being provided for use at your Site you will be responsible for their installation and maintenance. If we agree to install the Devices on your behalf, you grant us, our agents and employees a right of access to the Site to install the Devices and, upon the provision of reasonable written notice, in all cases to inspect, test, maintain or otherwise deal with our Devices and to recover them in the event that you fail to return them.

5.3 The risk in the Devices shall pass to you on delivery of the Devices to you (or upon installation if we are to install them on your behalf) and you will obtain and maintain all risks insurance cover sufficient to protect our interests in relation to the Devices.

5.4 On the termination of this Contract for whatever reason you shall promptly return the Devices to us in good condition. If at any time during the term of the Contract we request the return of the Devices then you shall promptly return the Devices to us in good condition.

5.5 You will indemnify us against any claims, proceedings or threatened claims or proceedings from third parties (including your customers) and against any loss or damage suffered by us arising from your use of the Devices where such claims and/or losses arise from the acts or omissions of you or your agents or subcontractors and for all costs and expenses reasonably incurred by us in investigating and defending ourselves in relation to any such claims, proceedings or threatened claims or proceedings.

6 Your Equipment

6.1 Except as expressly set out in this Contract, you are responsible for providing all necessary Equipment to access and make use of the Services provided by us.

6.2 You will ensure that your Equipment conforms in all respects and at all times with the Legislation. If your Equipment does not so conform then we shall be under no obligation to provide the Services.

6.3 If in our reasonable opinion your Equipment is liable to cause death, personal injury or damage to property or to impair the quality of the Services provided by us or to cause us to lose our Authorisation or to put us in breach of our obligations to any third party then we shall be under no obligation to provide the Services.

6.4 Where your Equipment is located at our premises you will remain fully responsible for it and shall maintain at all times the following insurance:

6.4.1 cover in an amount equal to the full replacement value of your Equipment for fire, theft, accidental damage and all and any other risks; and

6.4.2 public liability insurance in the sum of at least £10,000,000 (ten million pounds) per annum.

6.5 Upon request you shall provide us with documentary evidence of cover in respect of the insurance required under Clause 6.4, and documentary evidence that the premiums are paid in full to date.

6.6 You are responsible for:

6.6.1 ensuring that the Equipment meets the minimum technical specifications as notified by us as required to be compatible with the Services;

6.6.2 ensuring that the Equipment is supplied and maintained in a safe condition, in good working order and that it complies with all Legislation;

6.6.3 obtaining all required licenses or consents necessary to enable us to have access to and use of the Equipment for the purposes of providing the Services including, but not limited to, any license rights in respect of software which forms a part of the Equipment. You are solely responsible for any costs associated with obtaining such licenses and consents; and

6.6.4 delivering the Equipment to such of our premises as we shall advise in writing prior to the Start Date and promptly removing it from such premises on the termination of this Contract. You are solely responsible for the transportation, installation and de- installation costs associated with the Equipment.

6.7 You acknowledge that we have a lien over your Equipment to secure all sums due from you and that you will not be entitled to remove the Equipment from our premises unless and until we have received all outstanding sums owing to us.

6.8 We reserve the right to relocate your Equipment to other of our premises without prior notice.

6.9 You will indemnify and keep indemnified us against any claims, proceedings or threatened claims or proceedings from third parties and against any loss or damage suffered by us arising from our possession or use of your Equipment or from the location of your Equipment at our premises, and for all costs and expenses reasonably incurred by us in investigating and defending ourselves in relation to any such claims, proceedings or threatened claims or proceedings.

7 Allocation and use of Telephone Numbers

7.1 Where we allocate to you any telephone numbers or codes as part of the Services, you acknowledge that you will not acquire any legal, equitable or other rights in relation to those numbers or codes. We reserve the right, on giving you reasonable notice in writing, to withdraw or change any such numbers or codes. You may not sell or transfer or seek to sell or transfer any numbers or codes allocated by us to you. You may port numbers to us and may also port numbers to other carriers with whom we have porting agreements. All Intellectual Property Rights or other rights in any numbers or codes allocated by us shall at all times as between ourselves and you remain vested in us.

7.2 Without prejudice to any other right or remedy available to us, in relation to any number allocated to you in connection with the provision of the Services where calls to that number amount to 5 minutes or less in any calendar month or any average of 5 minutes or less in any three consecutive calendar months, we may immediately either:

7.2.1 remove any such number; or

7.2.2 charge for the retention of such number.

7.3 Without prejudice to any other right or remedy available to us, if any number allocated to you in connection with the Services remains inactive for four consecutive calendar months, we may immediately remove such number.

8 Charges and Payment

8.1 Subject to any special terms agreed, you shall pay our Standard Charges and any additional sums which are agreed between us for the provision of the Services or which, in our sole discretion, are required as a result of your instructions or lack of instructions, the inaccuracy of any Input Material or any other cause attributable to you.

8.2 RHM Telecommunications Ltd reserve the right to increase prices annually in line with the Consumer Price Index as published by the UK Office of National Statistics plus 3.9%. In addition RHM reserves the right to pass through any wholesale price increase from its suppliers at any time. Any price increase will be notified in writing with 30 days’ notice usually via your monthly RHM invoice.

8.3 The Standard Charges shall be calculated with reference to the data recorded or logged by us and such calculations, in the absence of any manifest error shall be final and binding.

8.4 All charges quoted to you for the provision of the Services are exclusive of any Value Added Tax and any other applicable taxes, for which you shall be additionally liable at the applicable rate from time to time.

8.5 We may invoice you following the end of each month in which the Services is first provided, or at other agreed intervals.

8.6 Payment is due within fourteen (14) days from the date of issue of the invoice and collected via Direct Debit on the due date. Late payment of invoices will result in interest being charged at 2% above the then current Handelsbanken Bank base rate. Any clients who do not pay via Direct Debit will be subject to a payment handling fee of £5.00 plus vat per invoice.

8.7 Where under this Contract a Service Credit or other sum of money becomes payable by us to you, we shall deduct that sum from any amount due to us from you from time to time. We shall show any such deductions as a credit on the invoice issued by us. Any balance due on such invoices shall be paid in accordance with this Clause 8.

8.8 Where the Services include a Rebate Service we shall notify you of the amount of rebate due for each calendar month or other applicable billing period within 15 days of the end of such billing period. It is then your responsibility to issue an invoice to us for payment of the rebate. We shall pay the rebate 45 days following the date of your invoice or (if later) within 7 days of the date of receipt by us of the sums from British Telecommunications plc

(“BT”) (or other relevant carrier). You do not have the right to deduct or set off any rebates payable by us to you from the payment of Standard Charges due from you to us.

8.9 Following a decision or request from ICSTIS we reserve the right to withhold from any rebate payable to you, or demand payment by you, of such sums as are sufficient to meet in full any fines, administrative charges or other sums payable by us to ICSTIS and to which ICSTIS claims entitlement under the ICSTIS code and which we, in our sole discretion, consider are payable by you.

8.10 Where a network operator (including, without limitation, BT) withholds payment of any sum (in whole or in part) due to us in relation to a Rebate Service or subsequently claims repayment of any sum (in whole or in part) paid to us in relation to a Rebate Service, we may deduct the same from any rebate payable to you and keep or demand payment by you of a sum equal to the amount delayed, withheld or claimed until such network operator makes payment of the same in full to us.

8.11 You shall not be entitled by reason of any set-off, counter-claim, abatement or analogous deduction to withhold payment of any amount due to us without our prior written consent.

8.12 We shall be entitled to deduct any sum owed by us to you under this or any other Contract from any sum payable to you by us under this or any other Contract.

9 Security & Backup Services

9.1 You are responsible for the security of your use of the Services including, but not limited to, protecting all passwords, backing up all data, employing appropriate security devices, including virus checking software, and having disaster recovery processes in place.

9.2 Where, as part of the Services, we provide Devices or services which have the principal purpose of safeguarding the security of the Services received by you, we will use reasonable efforts to ensure that, as at the date of installation of the Devices or the provision of the services, the Devices and/or services comply with the approved specifications for the Devices and/or services. However, we provide no guarantee or warranty with respect to the security of the Devices and/or Services.

9.3 Where you are or become aware of any matters which you know or ought reasonably to be expected to know constitute a threat to the security of the Services then you will immediately advise us of such matters.

10 Rights in Input Material and Output Material

10.1 The property and any copyright or other Intellectual Property Rights in:

10.1.1 any Input Material, shall belong to you; and

10.1.2 any Output Material shall, unless otherwise agreed in writing between us, belong to us, but you shall be entitled to use the Output Material for the purposes of utilising the Services by the way of a non-exclusive licence, subject to payment in full of all sums payable under the Contract.

10.2 Any Input Material or other information provided by you, and which is so designated by you, shall be kept confidential by us. All Output Material or other information provided by us shall be kept confidential by you. However, the foregoing shall not apply to any Documents or other materials, data or other information which are public knowledge at the time when they are so provided by either party, and shall cease to apply at any future time they become public knowledge through no fault of the other party.

10.3 You warrant that any Input Material and its use by us for the purpose of providing the Services will not infringe the copyright or other rights of any third party, and you shall indemnify us against any costs, expenses or other claims arising from any such infringement.

10.4 Subject to Clause 10.1.2, we warrant that any Output Material and its use by you for the purposes of utilising the Services will not infringe the copyright or other rights of any third party, and we shall indemnify you against any loss, damages, costs, expenses or other claims arising from any such infringement.

11 Term and Termination

11.1 This Contract shall commence on the Start Date and will continue for the Committed Period and thereafter until terminated in accordance with these Terms.

11.2 At the end of the Committed Period you may elect not to enter a Subsequent Committed Period. Such election must be made in writing to us within 30 days of the end of the Committed Period. If you do not make such an election, then the Contract will automatically be extended for the Subsequent Committed Period. At the end of any Subsequent Committed Period this Clause 11.2 shall apply as if the Subsequent Committed Period was a Committed Period.

11.3 Either party shall be entitled to terminate this Contract by giving to the other party not less than thirty days’ notice in writing.

11.4 We may terminate the Contract by notice in writing with immediate effect and without limiting any other remedy, if:

11.4.1 you fail to pay any sums due to us for 7 days following the due date for payment;

11.4.2 you fail to reach the Agreed Usage for a period of 60 consecutive days, save that the provisions of this Clause

11.4.2 shall not apply for the first 60 days following the Commencement Date;

11.4.3 you are in material breach of this Contract which breach is capable of remedy and you fail to remedy that breach within 30 days of receiving the notice specifying the breach;

11.4.4 you are in material breach of this Contract and that breach cannot be remedied;

11.4.5 you commit persistent breaches of the Contract;

11.4.6 you have any Authorisation under which you have the right to run your telecommunication systems and connect it to our system removed, revoked or amended;

11.4.7 your use of the Services is likely to cause damage to, interrupt or otherwise prevent us from supplying the Services to other customers or from complying with our obligations to other customers;

11.4.8 we are requested by ICSTIS or any other regulatory authority or required by any Legislation to terminate the provision of the Services;

11.4.9 we cease to be authorised or if our Authorisation is revoked or modified in any way which has a material impact on our ability to provide the Services or any of them or if we are prohibited from providing or restricted in our entitlement to provide the whole or any part of the Services

11.4.10 we have reasonable grounds to suspect that you are involved in fraudulent or other unlawful activity;

11.4.11 we consider that any breach, act, omission or default on your part may result in our failure to comply with any applicable Legislation or may place us in breach of any agreement between ourselves and any third party telecoms provider.

11.5 For the purposes of Clause 11.4.3 above failure to comply with your payment obligations under Clause 8 above will be deemed to be a material breach.

11.6 In the event of a termination by you in accordance with clause 11.3 or by us in accordance with clause 11.4, during the Committed Period, you will, in addition to paying any unpaid Charges due as at the date of termination, be liable to pay us the Cancellation Charges.

11.7 Either party may terminate the Contract with immediate effect by notice in writing in the event that:

11.7.1 the other party ceases to carry on business or suspends all or substantially all of its operations or suspends payment of its debts or is or becomes unable to pay its debts (within the meaning of s.123 of the Insolvency Act 1986);

11.7.2 a winding-up petition is presented in respect of the other party and is not set aside within 14 days;

11.7.3 the other party goes into liquidation either compulsory or voluntary (save for the purposes of reconstruction or amalgamation);

11.7.4 notice of intention to appoint an administrator is served in respect of the other party or a petition or an application for an administration order is presented;

11.7.5 an administrator, administrative receiver or receiver is appointed in respect of the whole or any part of the assets of the other party;

11.7.6 the other party proposes to enter or enters into any composition or arrangement with its creditors or generally or any class of creditors;

11.7.7 any other steps are taken to enforce any encumbrance over all or part of the assets and/or undertaking of the other party;

11.7.8 being an individual, the other party is the subject of a bankruptcy petition or bankruptcy order.

11.8 Without prejudice to clauses 11.3, 11.4 and 11.7 above either party may cancel the Additional Services by ten days notice in writing.

11.9 On termination of the Contract:

11.9.1 each party shall immediately discontinue the use of and as soon as possible destroy or deliver up (at the other party’s discretion) all Confidential Information which it has in its possession, erase from any computer under its control any documents or files containing or reflecting that Confidential Information in a manner that makes the erased date irrecoverable;

11.9.2 you will forthwith return to us any of our Devices in your possession;

11.9.3 we shall return to you any of your Equipment in our possession; and

11.9.4 you shall immediately pay to us all outstanding Charges and Cancellation Charges.

12 Cancellation and Suspension

12.1 Subject to Clause 11.1 above you may cancel any individual Service or the Contract at any time by giving us thirty days’ written notice of cancellation.

12.2 If you cancel the Contract during the Committed Period, or cancel any Service during the Committed Period, you will still be liable to pay the Cancellation Charges applicable to the unexpired portion of the Committed Period. If you cancel during the subsequent period you will be liable to 20% early termination calculated on your last quarter’s spend.

12.3 Without prejudice to any other rights under this Contract, we may immediately suspend the provision of all or any of the Services without any liability whatsoever if the right for us to terminate this Contract has arisen.

12.4 We reserve the right to suspend the provision of all or any of the Services if:

12.4.1 you fail to meet any of your obligations under this Contract including your obligations in relation to the Facility Limit and notice requirements concerning abnormal demands on our network;

12.4.2 we have reasonable cause to believe that you or any third party is acting in breach of the Acceptable Use Policy;

12.4.3 to the extent that in our opinion your conduct is likely to result in the breach of any law or is otherwise prejudicial to our interests;

12.4.4 technical limitations exist or arise which make the provision of the Services impossible or materially limit the functionality or performance of the Services;

12.4.5 it is necessary for operational reasons such as upgrades to the Services or regular or emergency maintenance; or

12.4.6 we are obliged to comply with any order, instruction or request of a competent governmental, regulatory or other authority or organisation.

12.5 We shall, where practical, give you notice of our intention to suspend all or any of the Services and, in relation to suspension for the reasons stated in Clauses 12.4.4 to 12.4.6 above (inclusive), shall restore the affected Services as soon as we are reasonably able to do so.

12.6 Where the Services or any of them are suspended under Clauses 12.4.1 to 12.4.3 above (inclusive) you shall reimburse us for all costs and expenses incurred by us in implementing such suspension and in the recommencement of the provision of the Services as appropriate.

12.7 Where the circumstances giving rise to the suspension of Services pursuant to Clauses 12.3 or 12.4 cease to subsist we shall have the right to re-commence the provision of the Services.

12.8 If we exercise our right to suspend the Services this will not restrict our rights to terminate the Contract.

13 Warranties & Liability

13.1 Except as expressly stated in this Contract all warranties, terms and conditions whether oral or written, express or implied, by law, custom or otherwise including, but not limited to, warranties as to description, fitness for purpose, quality or otherwise are hereby excluded to the fullest extent permissible by law.

13.2 Where we supply, in connection with the provision of the Services, any goods (including Output Material and Devices) or services supplied by a third party, we do not give any warranty, guarantee, indemnity, representation or undertaking as to their quality, fitness for purpose or otherwise, but shall, where possible, assign to you the benefit of any warranty, guarantee or indemnity given by the person supplying us with the goods or services.

13.3 We shall not be liable to you for any loss, damage, cost, expenses or other claims for compensation arising from any information that is incomplete, incorrect, inaccurate, illegible, out of sequence or in the wrong form, or which arises from its late arrival or non-arrival, or any other fault of yours.

13.4 We shall be under no liability:

13.4.1 in respect of any defect in the Services arising from any drawing, design or specification supplied by you;

13.4.2 in respect of any defect arising from fair wear and tear, wilful damage, negligence, abnormal working conditions, failure to follow our instructions (whether oral or in writing), misuse or alteration or repair of the Services or Devices carried out without our prior written approval;

13.4.3 for any corruption or destruction of your data howsoever caused; or

13.4.4 if the total price for the Services has not been paid by the due date for payment.

13.5 Except in respect of death or personal injury caused by our negligence, or as expressly provided in these Terms, we shall not be liable to you by reason of any representation (unless fraudulent), or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the Contract, for any loss of profit, revenue, anticipated saving, business, reputation or goodwill or any direct, indirect, special or consequential loss, damages, costs, expenses or other claims (whether caused by our negligence, or that of our servants, agents or otherwise) including, but not limited to, claims against you from third parties and loss of or damage to your data even if such loss was reasonably foreseeable or we had been advised of the possibility of your incurring the loss, which arose out of or in connection with the provision of the Services (including any delay in the providing or failure to provide the Services) or their use by you.

13.6 Save in respect of liability for death or personal injury resulting from our negligence or for fraudulent misrepresentation, you agree to indemnify us and keep us indemnified from and against all liability, loss, damage, costs and expenses of any kind whatsoever arising from or in connection with any third party fine, penalty, claim, demand, proceeding, investigation or other action that results directly or indirectly from the breach by you of any of the terms or conditions of this Contract or any act, omission, negligence or otherwise of yours (including your employees, agents and subcontractors).

13.7 Our entire Liability under or in connection with the Contract shall be limited solely to the payment of Service Credits and in any event in each year it shall not exceed the amount of our Charges for the provision of the Services during that year except as expressly provided in these Terms.

13.8 We shall not be liable to you or be deemed to be in breach of the Contract by reason of any delay in performing, interruption in performing or any failure to perform, any of our obligations in relation to the Services, if the delay or failure was due to any cause beyond our reasonable control.

13.9 We are not liable to you in contract or tort (including negligence) for any acts or omissions of you or any third party, including other providers of telecommunications, computer or other equipment or services including internet services.

13.10 Any claim by you which is based on any failure, delay or interruption by us in providing the Services adequately or in accordance with the Contract shall be notified to us in writing within ten days from the failure, delay or interruption. If you do not notify us accordingly, we shall have no liability for such breach, and you shall be bound to pay our Charges as if the Services had been performed in accordance with the Contract.

13.11 You may not withhold payment of any Charges or other amount due to us by reason of any right of set-off, discount, deduction or counterclaim whatsoever which you may have or allege to have or for any reason whatever.

14 Force Majeure

Neither party will be liable to the other for any delay in performing or failure to perform any of its obligations under this Contract (other than the obligations to pay the Charges set out in Clause 8 above) which occurs as a result of circumstances beyond a party’s reasonable control. For the avoidance of doubt, circumstances beyond our reasonable control include but are not limited to power failures, non-availability or failure of any third party telecommunications service, breakdown of any equipment not supplied by us, fires, strikes (of our own or other employees), insurrection or riots, embargoes, container shortages, wrecks or delays in transportation, inability to obtain supplies and raw materials, requirements or regulations of any civil or military authority.

15 Intellectual Property

15.1 Except as expressly set out in this Contract, this Contract does not assign, nor does it constitute an agreement to assign, any Intellectual Property Rights of either party or our suppliers or licensors existing at the Commencement Date.

15.2 You shall not use our Intellectual Property Rights except as expressly permitted in writing by us and only to the extent necessary and for the sole purpose of fulfilling your obligations under this Contract.

15.3 You shall not do anything which may impair our rights, title and interest in and to any of our Intellectual Property Rights or which might prejudice their distinctiveness or validity or the goodwill in relation thereto accruing to us.

15.4 Where software is provided to enable you to make use of the Services, we grant to you a non-exclusive, non-transferable licence to use the software solely for the purpose of receiving the Services. Where any additional terms and conditions apply to your use of the software we shall make these known to you and you will, if requested, sign any agreement reasonably required to protect the owner’s rights in the software.

15.5 You will not copy, decompile or modify the software without our prior written consent (except as permitted by law) and will not distribute or disclose the software to any third party.

15.6 You acknowledge that we have no obligation to review or edit any of your information or third party information which you store on or transmit through our Devices or use in connection with the Services. However we reserve the right to access, retain and disclose copies of such information for the purposes of:

15.6.1 correcting, maintaining and improving the Services;

15.6.2 complying with any Legislation, conditions of our Authorisation or the terms of our contracts;

15.6.3 observing the performance of the Services including for Service Level monitoring;

15.6.4 retaining a record of activity on our Devices or systems;

15.6.5 complying with any order of a Court of competent jurisdiction or any competent judicial, governmental or regulatory body; or

15.6.6 ensuring that you are complying with our Acceptable Use Policy.

16 Confidentiality

16.1 Neither party will disclose to any third party without the prior written consent of the other party any Confidential Information which is received from the other party as a result of this Contract. Both parties agree that any Confidential Information received from the other party will only be used for the purposes of providing or receiving Services. These restrictions will not apply to any information which:

16.1.1 exists within the public domain;

16.1.2 is within the receiving party’s knowledge at the date hereof other than consequent upon disclosure prior to the date hereof by or on behalf of the other party; or

16.1.3 which lawfully becomes available to the recipient other than from the other party.

16.2 The obligations of confidentiality under Clause 16.1 shall continue for a period of 24 months after the termination of this Contract, howsoever affected.

16.3 Notwithstanding Clause 16.1, either party may disclose Confidential Information to the minimum extent required by:

16.3.1 the rules of the London Stock Exchange;

16.3.2 the laws of England or any other laws as apply to us; and

16.3.3 any order of Court of competent jurisdiction or any competent judicial, governmental or regulatory body.

16.4 Both parties shall ensure that their employees, officers, contractors, sub-contractors, agents and all other persons under their control and direction shall comply with the provisions of this Clause 16.

16.5 Both parties acknowledge that a breach of this Clause 16 could cause irreparable damage for which monetary damages would not be an adequate remedy. Accordingly in addition to other remedies that may be available, either party may seek and obtain injunctive relief against such a breach or threatened breach.

17 Use and Disclosure of Information

17.1 We may use any information supplied by you to us to search the files of credit reference agencies which will keep a record of that search. We may also carry out identity and antifraud checks with fraud prevention agencies. If you give false or inaccurate information to us and we suspect fraud, we will record this. Details of how you conduct your account may also be disclosed to those agencies. The information may be used by us and other parties in assessing applications for and making decisions about credit, credit related services and insurance from you and for debt tracing, debt recovery, credit management and crime, fraud and money laundering detections and prevention. Information may be used by us and other parties for checking your identity, statistical analysis about credit, insurance, fraud and to manage account and insurance policies. We may also perform subsequent searches for the purpose of risk assessment, debt collection and fraud prevention with one or more credit reference agencies and/or fraud prevention agencies whilst you retain a financial obligation to us.

17.2 You authorise us to use and disclose, in the UK and abroad, information about you and your use of the Services and how you conduct your account for the purposes of operating the account and providing you with the Services or as required by law to Associated Companies, partners or agents, any telecommunications company, debt collection agency or credit reference agency, fraud prevention agency and other users of these agencies who may use this information for the same purpose as us. You agree to this information being used by us for credit control purposes and fraud and crime detection and prevention. You can obtain further details from public registration held by the Information Commissioner. If you wish to have details of the credit reference or the fraud prevention agencies from whom we obtain and with whom we record information about you or receive a copy (we may charge a fee) of information we hold about you, please contact us in writing. We may also disclose any information about you or your use of Services in order to assist the investigation of any criminal offence, any offence under the Data Protection Act or any offence or contravention of the Legislation to the police, the Information Commissioner, ICSTIS, OFCOM and any other relevant organisations. In this clause “Associated Companies” means any company within the RHM Telecommunications Limited group of companies from time to time.

17.3 You also agree to the information described in Clause 17.2 being used, analysed and assessed by us and the other parties identified in Clause 17.2 and selected third parties for marketing purposes including amongst other things to identify and offer you products, services and offers which we think might interest you. If you do not wish your details to be used for marketing purposes, please inform us in writing.

18 Dispute Resolution

18.1 Any dispute or difference between us arising out of or relating to this Contract (“Dispute”) shall be resolved as provided in this Clause 18.

18.2 Nothing in this Clause 18 precludes legal proceedings by either party in the courts at any time:

18.2.1 for an order (whether interim or final) to restrain the other party from doing any act or compelling the other party to do any act; or

18.2.2 for a judgment for a liquidated sum to which there is no arguable defence; or

18.2.3 the purpose of which is to prevent a claim from becoming time-barred under any statute of limitations. However, Clause 18.2.1 does not apply to any proceedings from the point at which the court orders, or the parties agree, that the defendant should have permission to defend, and Clause 18.2.3 does not apply to any proceedings after they have been commenced and served.

18.3 The parties shall each use reasonable endeavours to resolve any Dispute by prompt discussion in good faith at a managerial level appropriate to the Dispute in question. This discussion shall (except as stated in Clause 18.2) be a pre-condition to the commencement of Mediation in accordance with this Clause 18. This procedure commences when either party gives notice to the other setting out the issues in the Dispute and referring to this Clause and, unless the parties agree otherwise, shall be treated as having been exhausted if the Dispute has not been resolved within 10 Business Days after the giving of the notice.

18.4 Except as stated in Clause 18.2, it is a condition precedent to the commencement of any proceedings before any court in relation to any Dispute that the Dispute has first been referred to mediation under the supervision of the Centre for Effective Dispute Resolution Limited (the “Supervising Body”) in accordance with this Clause 18 (“Mediation”).

18.5 Mediation commences when either party gives the other notice to mediate under this Clause 18 (a “Notice to Mediate”) summarising the issues in the Mediation.

18.6 Mediation shall be conducted using a sole mediator (the “Neutral”) (which expression does not exclude the presence of an unpaid assistant mediator) in or substantially in accordance with the Supervising Body’s then current standard mediation procedure (and standard mediation agreement, if any). The Neutral shall be a registered or panel mediator of the Supervising Body agreed between the parties or, in default of agreement within 5 Business Days after the giving of Notice to Mediate, appointed by the Supervising Body.

18.7 The parties shall co-operate fully, promptly and in good faith with the Supervising Body and/or the Neutral in the performance of their obligations under this Clause 18 including the doing of all acts and the signing of all documents that the Supervising Body or the Neutral may reasonably require to give effect to this Clause 18.

18.8 Unless agreed otherwise, each party shall bear its own costs of the Mediation.

18.9 If and to the extent that the parties do not resolve a Dispute following the application of this Clause 18 either party may commence proceedings in the English courts in relation to the Dispute (or, as applicable, that part of it that is unresolved).

19 Unauthorised use of the Services by Third Parties

19.1 RHM’s customers will be liable for all charges incurred for the use of the Services, irrespective of whether the Services have been used by the Customer, its employees, agents or representatives and any Unauthorised Third Party.

19.2 The Customer will be responsible for:

(a) preventing unauthorised use of the Services;

(b) maintaining the security of all systems, network elements and equipment within it’s (or its employees’, agents’ or contractors’) control; and

19.3 Without limiting clause 19.3, the Customer will (or will procure that appropriately qualified third parties will) put in place and comply at all times with the following security measures:

Remove all default password settings when deploying the PBX and limit access to any maintenance ports.
Passwords and access codes should be changed regularly and if possible be alpha/ numeric and as many digits as the system allows. Avoid 000, 1234, extension number=PIN passwords
Delete/change passwords for ex-employees
Consider limiting call types by extension, if an extension user has no requirement to ring international/premium rate numbers then bar access to these call types.
DISA – (Direct Inwards System Access) is typically used to allow employees to dial in from home and make outbound calls (usually high value call types, ie mobile, international etc) via the company PABX. Your maintainer has deactivated this; if reactivated it should be closely controlled.
Secure the system physically, site it in a secure comms room and restrict access to that area
Regular reviews of calls should be carried out to cover analysis of billed calls by originating extension also to identify irregular usage and unexpected traffic
Ensure you fully understand your system’s functionality and capabilities and restrict access to those services which you do not use.
Mailboxes – block access to unallocated mailboxes on the system, change the default PIN on unused mail boxes
Be vigilant for evidence of hacking – inability to get an outbound line is usually a good indicator of high volumes of traffic through your system. Check for calls outside business hours.
Assess security of all PBX peripherals/applications: platform, operating system, password and permissions scheme. Carefully evaluate the security of any onboard remote management utility (eg PC Anywhere) for possible holes.
Check firewall logs weekly
If relevant set access PIN on smart-phones that will use VOIP
Limit VOIP registrations to office network
For SIP systems, set credit limits per phone per day

19.4 RHM will only be responsible for providing the following security measures relating to the provision of the Services (and no others). Customers by not adopting RHM’s standard procedure will by default be opting out of these protection measures at their own risk:

For SIP trunks set usage limits per day and per week at carrier level
Barr all premium rate calls at line, carrier and telephone system level
Barr all international calls line, carrier and telephone system level

19.5 The Customer will notify RHM immediately of any illegal, fraudulent or unauthorised use of the Services. On receipt of such a notice, RHM shall use reasonable efforts to suspend or prevent such use by the Unauthorised Third Party pursuant to clause 19.5.

19.6 RHM will be entitled to suspend or terminate the provision of the Services [(excluding access to the emergency services)] upon receiving the notice required from the Customer under clause 19.4. RHM will lift its suspension or recommence its provision of the Services within a reasonable timescale after the Customer demonstrates to the Supplier’s reasonable satisfaction that appropriate technical, organisational, security or other measures have been put in place to prevent any further unauthorised use of the Services. The Customer will remain liable for the payment of the charges for the Services whilst the Service is suspended or terminated in accordance with this clause 19.5.

19.7 Where RHM has the right to suspend or terminate the Services under clause 19.5 and the conditions in which RHM is required to lift its suspension or recommence its provision of the Services under clause 19.5 have not been met within [30] days’ of the date on which RHM has received the relevant notice under clause 19.4 , RHM will be entitled to terminate this agreement immediately or on such other notice as RHM may consider appropriate in the circumstances.

20 General

20.1 These Terms (together with the terms, if any, set out in the Order Form) constitute the entire agreement between us, they supersede any previous agreement, arrangement or understanding and may not be varied except in writing between us. All other terms, express or implied by statute or otherwise, are excluded to the fullest extent permitted by law.

20.2 In entering into this Contract each party acknowledges that it does not rely on any representation, warranty, collateral contract or other assurance of any person (whether a party to this Contract or not) that is not set out in this Contract or the documents referred to in it. Each party waives all rights and remedies which, but for this clause, might otherwise be available to it in respect of any such representation, warranty, collateral contract or other assurance. The only remedy available to any party in respect of any representation, warranty, collateral contract or other assurance that is set out in this Contract (or any document referred to in it) is for breach of contract under the terms of this Contract (or the relevant document). Nothing in this Contract shall, however, limit or exclude any liability for fraud.

20.3 may assign, sub-contract, sub-licence or otherwise transfer this Contract or any part of it to any third party at our absolute discretion. You may not assign, sub-licence, subcontract or otherwise transfer this Contract or any of your rights or obligations under it to any third party.

20.4 notice required or permitted to be given by either party to the other under these Terms shall be in writing and delivered by hand or sent by first class post, registered post or recorded delivery and shall be addressed to the other party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice. Notices delivered by hand will be deemed received when so delivered. Notices sent by post will be deemed received on the second day after posting.

20.5 Any failure or delay by us in exercising any of our rights under the Contract shall not be deemed to be a waiver of that right, and no waiver by us of any breach of the Contract by you shall be considered as a waiver of any subsequent breach of the same or any other provision. No waiver in connection with this Contract shall, in any event, be effective unless it is in writing, is signed by or on our behalf and is communicated to you.

20.6 The parties intend each provision of this Contract to be severable and distinct from the others. If any provision of these Terms is held by any court or other competent authority to be illegal, invalid or unenforceable in whole or in part, the legality, validity and enforceability of the other provisions of these Terms and the remainder of the provision in question shall not be affected.

20.7 The rights and remedies of the parties in connection with this Contract are cumulative and, except as expressly state in this Contract, are not exclusive of any other rights or remedies provided by law or equity or otherwise. Except as expressly stated in this Contract (or at law or in equity in the case of rights and remedies provided by law or equity) any right or remedy may be exercised (wholly or partially) from time to time.

20.8 A person who is not a party to this Contract shall have no rights under the Contract (Rights of Third Parties) Act 1999 to enforce any term of this Contract.

20.9 In the event and to the extent of any conflict between these Terms and the Order Form or other documentation, then these Terms will take precedence.

20.10 No variation of this Contract shall be effective unless it is in writing and is signed by or on behalf of each of the parties.

20.11 English law shall apply to this Contract, and the parties agree to submit to the nonexclusive jurisdiction of the English courts.

Terms & Conditions: RHM Line Rental

Interpretation

1.1 In these Conditions:

“Acceptable Use Policy” means our policy for the use of the Services which is available upon request and which may be revised from time to time; “Additional Services” means any services not included in the Services;

“Agreed Usage” means the monthly minimum call traffic, if any, specified on the Service Application Request; “Authorisation” means the authorisation to act as a public telecommunications operator or to operate a telecommunications system under the Legislation;