Terms and Conditions for telecoms

1.1.

These Conditions apply from the Contract Agreed Date. They then continue until the Contract End Date in accordance with Condition 4.

1.2.

 In the event that there is any conflict or inconsistency between your Contract and these Conditions then these Conditions shall have precedence.

1.3.

You acknowledge and agree that we are entitled to amend the terms of any of the ContractDocuments at any time provided that we give at least one months’ notice of any material changes subject to Condition 13.4 . Our notice to you will specify the effective date of the relevant amendment(s), and you will be deemed to have accepted any such amendment(s) on the effective date unless you tell us otherwise.

1.4.

A Contract may only apply to a single distinct Property and a Contract will not apply to multiple Properties.  Where you have multiple Properties for which you require the Services, then you will need to enter into a separate Contract per Property.

2.1.

2.2.

2.3.

All our Charges will also have UK tax or duty charged on them, including VAT at the current rate, where applicable.

2.4.

The Charges for each Call will be calculated by multiplying the period of the Call, rounded up to the nearest whole second, by the relevant per minute rate and rounding the results up to 3 decimal places of a pound. Calls which extend over more than one time band will be charged at the rate appropriate to the time band (defined below) in which the Call commenced.

2.5.

2.6.

2.7.

2.8.

2.9.

2.10.

2.11.

2.12.

In addition to our Charges, we may also recover our reasonable costs incurred by us if you fail to meet your obligations under these Conditions. These may include, but are not limited to, costs in connection with:

2.12.1.    Recovering unpaid Charges;

2.12.2.    Failing to allow individuals access to a Property set out in these Conditions; or

2.12.3.    Recovering from you any unpaid delivery cost owed to us.

3.1.

You agree to pay us for the Services you receive and to pay any other Charges properly due in connection with these Conditions. Your Contract or Price Plan specifies the payment terms for the Services including when and at what frequency your payments must be made.

3.2.

Your billing date will initially be based on your Services Start Date and your first bill will be for 1 months’ service in advance and/or subject to any advance charges, unless stated by us.

3.3.

After your first bill has been issued your billing date may be subject to change at our sole discretion.

3.4.

Your bills will be sent via email. If you want paper bills, just ask us and we'll send them to you.  There will be a reasonable surcharge per bill.  Surcharges can be found here.

3.5.

All bills must be paid by Direct Debit, unless previously agreed by us in writing.

3.6.

If your Direct Debit is cancelled and not reinstated within 5 Business Days without our express permission in writing, we can require you to pay using another payment method. The amounts charged in accordance with your Contract will be increased by 5%, or £10 per month, whichever is greater, to cover the additional administrative costs incurred by accepting payment by a method other than Direct Debit.

3.7.

Unless we have agreed otherwise in writing, all invoices must be paid by you in full within 10 Business Days of the date of the invoice. 

3.8.

Without limiting any of our remedies under these Conditions:

3.8.1.    We reserve the right to suspend the Services if you fail to make any payment due to us by the payment due date;

3.8.2.    If you fail to make a payment within a further 10 days of the due date we may terminate the Contract in accordance with Condition 4 below and take all necessary actions to pursue any Outstanding Debt owing to us.

3.9.

Notwithstanding our rights in Conditions 3.8.1 and 3.8.2 if you do not pay by the invoice due date, we will charge you a late payment fee of 5% of the bill or £10, whichever is greater.

3.10.

If you disagree with your bill you must contact us immediately and provide details of why you disagree and/or any complaint before your invoice is due for payment. Where there is evidence that your bill was incorrect at the time of issue we will agree that you do not need to pay the Charges until we have investigated and corrected any error. If we do not agree that you have a valid reason for withholding payment then you will be liable to pay 5% of the outstanding Charges under the disputed invoice or £10, whichever is greater, to cover additional administrative costs incurred due to payment being withheld and any investigation, reissue of invoice or similar.

3.11.

Charges which can be found here will be adjusted to reflect any additional costs set out in this Condition 3. We do not have to give you notice to do this and the change will take place immediately.

3.12.

If your bank fails to honour a payment for any reason, we will attempt to represent our Direct Debit request to your bank, which will incur an additional surcharge.

3.13.

Should the Direct Debit fail on multiple occasions we may change the payment arrangements immediately (e.g. from Direct Debit to BACS) and or suspend the Services and or vary your Price Plan, which may include backdated Charges. You will then be responsible for paying all Services supplied in line with the new payment arrangements, together with all other costs we must pay in connection with the new arrangements.

4.1.

The Contract can only be ended in accordance with this Condition 4.

4.2.

After the Contract End Date, the Contract will roll onto our standard rates which can be found here, which may be more expensive than your current prices. You must give us a minimum of 30 days’ notice that you wish to exit or enter into a new contract with us prior to the Contract End Date. Such notice cannot be given until you are within 120 days from the Contract End Date.

4.3.

If you end the Contract before the end of your Contract End Date, for any other reason than that you have gone into administration, or we have notified you of a contractual change in accordance with Condition 1.3, then you will be liable to pay a fee. The fee will be the remaining Charges for the Services for the remainder of the contract term set out in the Contract Schedule. If there is a Network Provider charge for the removal of any rented hardware at this time this charge will be passed to you. All relevant Charges can be found here.

4.5.

Without prejudice to any of our other rights or remedies, we reserve the right to terminate your Contract if you fail to make payment within the timescales set out in Condition 3 and/or you fail to ensure that we and/or our Network Suppliers have access to the premises to supply the Services.  In these circumstances fees will apply; please see here.

4.6.

We reserve the right to terminate the Contract for any other reason. We will provide you written notice at which time any Services that you have paid for in advance will be refunded to you, and you shall pay to us all arrears or outstanding Charges due to us.

4.7.

Any outstanding payments or Charges including backdated call Charges as described in Condition 3.12 must be paid in full as due under this Contract.

4.8.

The accrued rights and obligations of the parties at the date of termination shall survive the termination of this Contract.

4.9.

We recognise the importance of ensuring continued service, if we serve notice to terminate this Contract pursuant to Condition 4.5.  Where applicable we will work with a third party on a reasonable endeavours basis with a view to continue the supply of the Services to you.

4.10.

Notwithstanding this Condition 4, we may terminate the Contract immediately if our Network Supplier ceases to be authorised to provide the Services under the Communications Act 2003 or is obliged to terminate their agreement with us in order to comply with an order, instruction or request of Government, an emergency services organisation, a court of law, tribunal or other competent administrative or regulatory body, including Ofcom and Phone-paid Services Authority.

4.11.

We recognise the importance of ensuring continued service to you.  If the Network Supplier serves notice on us to terminate their agreement with us, we may be required to request certain information from you if a Third-Party Network Supplier chooses to offer, contract with, and provide such services to you directly.  In such circumstances, you agree to provide us with relevant information on behalf of the Third-Party Network Supplier so that they can offer, contract with, and provide such services to you directly in such circumstances.

4.12.

If the Contract is assigned to a third party as described under Condition 8, the Contract shall remain unchanged unless otherwise notified by the third party.

4.13.

If we are suspending the services temporarily in line with Condition 5, we will explain this to you. If we need to permanently stop supplying the services, we may cancel this Contract immediately.

4.14.

We may cancel this Contract immediately if you are no longer the owner or occupier of the Property or if Ofcom or another relevant authority instructs another supplier to supply the Services to the Property.

4.15.

If we lose our licence to supply the Services to you, either you or we can cancel this Contract immediately.

4.16.

We reserve the right to terminate this Contract immediately and withdraw any telephone numbers that are allocated to you should you appear on any lists that may at any time in the future be compiled and published by Ofcom of companies and individuals that have caused serious or repeated harm to consumers or of companies and individuals that are under assessment.

5.1.

We work with Network Suppliers that use network providers (such as BT) who are authorised under the Communications Act 2003 to operate electronic communications networks and systems in the UK to provide the Services to you.

5.2.

At our discretion we may choose to work with other Network Suppliers during the term of your Contract to perform the Services. We will confirm the same to you where such a change occurs.

5.3.

We do not allow or permit you to use any of the Services in the manner below, failure to comply may result in termination of the Contract by notice as outlined Condition 4.5:

5.3.1.    In a way that does not comply with the terms of any legislation or any codes of practice, regulations or any licence or authorisation applicable to you or that is in any way unlawful or fraudulent or to the knowledge of us has any unlawful or fraudulent purpose or effect;

5.3.2.    In connection with (without prejudice to the generality of Condition 5.3.1 above) the carrying out of fraud or a criminal offence against any other public electronic communications operator;

5.3.3.    In any way that constitutes Artificial Inflation of Traffic;

5.3.4.    To engage in conduct which amounts to improper or persistent misuse of a public electronic communications network or service within the meaning of sections 127 to 128 of the Act;

5.3.5.    In a way that (in our reasonable opinion) could materially affect the quality of any electronic communications service or other service provided by us, our Network Supplier or any third party;

5.3.6.    To use the Services to make nuisance calls or deliver Spam;

5.3.7.    To threaten, harass, stalk, abuse, disrupt or otherwise violate or infringe the rights (including but not limited to copyright, rights of privacy and publicity) of others;

5.3.8.    To send and receive data or call traffic in such a way or in such amount so as to adversely affect the network (or any part of it) which underpins any Service or to adversely affect other customers of our Network Supplier or its suppliers;

5.3.9.    In a way which (in our reasonable opinion) brings our name into disrepute, or which puts us in breach of the Communications Act 2003.

5.3.10.  To obtain access, through whatever means, to notified restricted areas of the underlying network;

5.4.

As a provider of outbound voice over IP (VOIP) services we recommend that you register and update your location services to make accurate and reliable caller location information available to emergency organisations when using our Services. VOIP services support 999/112 public emergency call services and such Calls will be routed to the national emergency call handling agents. However these services do not operate in the same way as public switched telephone network (PSTN) fixed line 999/112 public emergency call services and connection to such services may not be possible in the event of a service outage caused by loss of your connectivity to the internet for whatever reason. In such circumstances, you should use your PSTN line to make the emergency call. Furthermore, it may on occasions not be possible for emergency services personnel to identify your location and telephone number so this information should be stated promptly and clearly by you to the call operator when making such a call.

5.5.

The Services may be suspended if:

5.5.1.    Work needs to be carried out by our Network Supplier, the Network Supplier (including but not limited to BT) relating to the upgrading or maintenance of the Services.    

5.5.2.    We have reason to believe the Service is being used in a manner which breaches or may breach the provisions of Condition 5.3;

5.5.3.    The Company is in breach of any of the material terms of this Contract;

5.5.4.    In case of emergency;

5.5.5.    If you have failed to make payment outlined in Condition 3; or

5.5.6.    Our Network Supplier is required to suspend their services in order to comply with an order, instruction or request of the Government, an emergency services organisation, a court of law, tribunal or other competent administrative or regulatory body, including Ofcom and Phone- paid Services Authority.

5.6.

You undertake that all apparatus which is attached (directly or indirectly) to the Services will conform to all applicable laws and to the relevant standard or approval for the time being designated under the Act or the Radio Equipment and Telecommunications Terminal Equipment Regulations 2000 (as may be subsequently amended and extended) and any requirements or standards set out in the relevant service literature.

5.7.

You shall comply with all applicable laws (including, without limitation, data protection laws and laws relating to the provision of VOIP services) and all codes of conduct, decisions, directions or recommendations issued by Ofcom and/or the Phone-paid Services Authority and/or any other competent regulatory body when using the Services.

6.1.

This Condition 6 applies when you purchase the Broadband Service from us.

6.2.

The Broadband Service will only be available if you have and maintain a contract with BT for the use of a BT provided analogue direct exchange line which terminates on a master socket forming part of the BT Network. You agree to indemnify us against any claims or legal proceedings which are brought or threatened against us as a consequence of you not having a contract for the use of a BT provided analogue direct exchange line.

6.3.

For any equipment you purchase from us, the risk will pass on delivery to you but title will only pass once full payment for the equipment has been received by us.  You must notify us within 28 days of delivery of any faults or damage to equipment on delivery after which date it will be deemed that you have accepted the equipment as being satisfactory.

6.4.

You must use the Broadband Service in accordance with the acceptable use policy which can be found here.

6.5.

The Captive Portal allows our Network Supplier to identify circuits that are under an external attack, for example by DDoS(distributed denial of service), that could impact on other users or to recognise that a circuit has an open DNS (domain name server) relay which is known to be a security threat. Where such cases are identified our Network Supplier or the Network Supplier (including but not limited to BT) shall be entitled to move the affected circuits into an enclosed environment on its network to prevent such attacks from affecting you or other users and to minimize any impact on your wider network. Our Network Supplier and the network supplier (including but not limited to BT) (as applicable) shall have the sole responsibility for deciding whether or not any such circuit shall be released from the Captive Portal.

6.6.

We shall not be responsible for any losses arising out of or incurred by you as a result of the transfer of any circuit as set out in Condition 6.4 above.

6.7.

You accept that Spam and virus filters are not 100% effective and that the use of Spam filters includes a small risk of loss of wanted messages. We shall not be liable for any losses incurred by you connected with Spam, viruses, worms or the use of Spam or virus filters, however caused.

6.8.

Use of the internet (which is separate from the Broadband Service) is at your own risk and subject to any applicable laws. We will not be liable for any goods, services, information, software, or other materials that the you may obtain when using the internet or newsgroups, nor for any consequences resulting from viewing, downloading or any interaction whatsoever with the internet or with newsgroups.

6.9.

Our Network Supplier and the Network Supplier (including but not limited to BT) (as applicable) can keep a record of websites visited, URLs, duration of visits, and bandwidth used, among other things. They retain this data for several reasons to comply with UK law. 

6.10.

Without prejudice to any other rights or remedies that we have, we may terminate the provision of the Broadband Service on not less than 1 months’ notice in writing to you if you breach the terms of the Contract in which case you shall pay to us all arrears of Charges in respect of the Broadband Service up to the date of its termination.

7.1.

Our operational hours for notifying us of a fault are between 9.00 – 17.00 UK time, Monday-Friday excluding UK public holidays (“Working Hours”). We reserve the right to vary these at any time without prior notice.

7.2.

We do not warrant to you that the Services will be fault free or free of interruptions.  We will use reasonable endeavours to rectify the fault reported to us within 72 working hours of notification from you of the fault. If an engineering visit to a Property is required, this will take place during Working Hours.

7.3.

A fault will be considered rectified if it has been corrected by us and we have confirmed the same to you. If we are prevented from rectifying a fault which has been reported to us due to circumstances outside of our reasonable control the period of time for rectifying the fault shall be waived and extended accordingly and we shall incur no liability for any delay in performing or failure to perform our obligations under this Contract.  Such circumstances shall include, but shall not be limited to:

7.3.1.    An appointed sub-contractor not having access to your Property at the agreed appointment time or within 22 hours of receipt of the fault report, as the case may be;

7.3.2.    If you fail to respond to reasonable enquiries from us in connection with the fault;

7.3.3.    In the case of an engineering visit to a Property, you failing to accept the first available appointment time offered by us; or

7.3.4.    Any action or failure to act by you, as a direct result of which we are unable to comply with their obligations.

7.4.

If you have chosen to use your own equipment, we will not be responsible for any faults or failures of service directly attributable to it and we will be unable to support repairs or configuration of it.  You will be asked to use the equipment supplied by us to diagnose any faults. If you have not taken any equipment from us, you will be required to purchase it in order for us to provide support.

8.1.

You agree that we may transfer Charges, credit, or information relating to your Services including your Direct Debit information to a new provider in line with all laws and regulations that apply, including to allow us to manage any payments you owe us.

8.2.

You agree that the terms of this Contract can be assigned to another Network Supplier or network provider of our choice or the choice of Ofcom or any other relevant authority, at which time the provider may make variations to the Contract.

10.1.

You warrant to us (such warranty being deemed to be repeated on each and every day during the term of this Contract) that you have the unimpaired right and authority to enter into and perform this Contract which shall constitute a binding obligation on you.

10.2.

You shall indemnify us and hold us harmless from and against all liabilities, actions, losses, damages, judgments, costs, claims or expenses incurred by us or any legal proceedings which are brought against us by a third party (including, without limitation, our Network Supplier) arising out of or in connection with:

10.2.1.    The Services being or having been used in way that breaches Condition 5 except where such breach results from fraud on our part;

10.2.2.    The Broadband Service being or having been used in a way that breaches Condition 6 except where such breach results from fraud on our part;

10.2.3.    Any fraud or Artificial Inflation of Traffic; or

10.2.4.    Any other use of the Services by you in breach of these Conditions.

10.2.5.    You breaching the warranty in Condition 10.1.

11.1.

Except as set out in Condition 11.4, we will not be responsible to you for:

11.1.1.    Loss of revenue (direct or indirect);

11.1.2.    Loss of profit (direct or indirect);

11.1.3.    Loss of contract (direct or indirect);

11.1.4.    Loss of data (direct or indirect);

11.1.5.    Loss of anticipated savings; (direct or indirect);

11.1.6.    Business interruption (direct or indirect);

11.1.7.    Loss of time (direct or indirect); 

11.1.8.    Loss of opportunity (direct or indirect);

11.1.9.    Any special, consequential or indirect loss, however it is caused, even if it could have reasonably been foreseen; or 

11.1.10.  Any other loss or damage

11.2.

Subject to Conditions 11.1 and 11.5, our liability to you in contract, tort (including negligence) or otherwise arising under or in connection with this Contract in any twelve (12) month period starting on the Start Date or any anniversary thereof shall be limited to the lower of £50,000 or the total Charges paid or payable to us by you in such twelve (12) month period,  provided that such limit of liability shall not apply to any Charges duly owed to us for any Services provided or committed.

11.3.

Notwithstanding Condition 11.2, and subject to Conditions 11.1 and 11.5 our liability to you for damage to your property shallbe limited to the lower of £50,000 or 12 months’ chargesfor the duration of this Contract.

11.4

If any act or failure to act by our suppliers causes you any loss or damage, our liability to you (if any) arising out of or in connection with such act or failure to act will be limited to the amount (if any) that we are entitled to recover from those suppliers.

11.5.

Nothing in the Contract excludes or limits our legal responsibility for death or personal injury resulting from our negligence or that of any of our officers, employees or agents, or for fraud or fraudulent misrepresentation or anything else we are not able to legally limit by law.

11.6.

If the Contract ends, this Condition 11 will continue to apply.

12.1.

For the purposes of this Condition 12, the terms commissioner, controller, data subject, Personal Data, personal data breach, processor and processing, shall have the meaning given to them in the UK GDPR, and supervisory authority shall have the meaning given to it in the EU GDPR.

12.2.

We will comply with all the applicable requirements of Data Protection Legislation.  For the purposes of the Data Protection Legislation we are acting as a processor and we may appoint sub processors in order to provide the Services to you.

12.3.

If you require any further information about how we collect, process, share and store your PersonalData, please see our privacy policy which can be found here. 

12.4.

Without prejudice to Conditions 12.2 and12.3, where we act as processor we shall, in relation to any Personal Data:

12.4.1.    Process that Personal Data only on the documented written instructions of you unless we are required by the Data Protection Legislation to otherwise process that Personal Data. Where we are relying on the Data Protection Legislation as the basis for processing Personal Data, we shall promptly notify you of this before performing the processing required by the Data Protection Legislation unless the Data Protection Legislation prohibits us from so notifying you on important grounds of public interest. We shall immediately inform you if, in our opinion, your instructions infringe the Data Protection Legislation;

12.4.2.    Implement appropriate technical and organisational measures to protect against unauthorised or unlawful processing of Personal Data and against its accidental loss, damage or destruction, including inter alia as appropriate:

12.4.2.1.    The ability to ensure the ongoing confidentiality, integrity, availability and resilience of processing systems and Services;

12.4.2.2.    The ability to restore the availability and access to Personal Data in a timely manner in the event of a physical or technical incident; and

12.4.2.3.    A process for regularly testing, assessing and evaluating the effectiveness of technical and organisational measures for ensuring the security of the processing.

12.4.3.    Ensure and procure that that all personnel who have access to and/or process Personal Data are obliged to keep the Personal Data confidential;

12.4.4.    Promptly assist you, in responding to any request from a data subject and in ensuring compliance with your obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with the commissioner, supervisory authorities or other regulators and, in particular, we shall promptly notify you if we receive any complaint, notice or communication (whether from the commissioner, any data subject, supervisory authority or other third party) which relates to processing of the Personal Data; 

12.4.5.    Notify you without undue delay after becoming aware of a Personal Data breach;

12.4.6.    At your written direction, delete or return to you the Personal Data and copies thereof on termination or expiry of the Contract; and

12.4.7.    Maintain adequate records, and, on your request, make available such information as you may reasonably request, and allow for and submit its premises and operations to audits, including inspections, by you or your designated auditor, to demonstrate our compliance with the Data Protection Legislation and this Condition 12.

12.5.

We shall not, without written notice to you:

12.5.1.    Appoint or replace (or change the terms of the appointment of) any other processor or sub-processor (other than our Network Supplier) in relation to Personal Data or transfer any Personal Data to the same; or

12.5.2.    Carry out, via ourselves or via any other processor or sub-processing, any processing of Personal Data, or transfer any Personal Data, outside of the UK, including processing Personal Data on equipment situated outside of the UK.

12.6.

We may, at any time on not less than 30 days’ notice, revise this Condition 12 by replacing it with any applicable controller to processor standard clauses or similar terms forming part of an applicable certification scheme (which shall apply when replaced by attachment to the Contract)

13.1.

The Contract and any written variation of the Contract constitute the entire agreement between us and supersedes all previous written and oral communications between us.

13.2.

You may not transfer any of your rights or responsibilities under the Contract to another person without our advance written permission.

13.3.

Except as set out in these Conditions, no variation to the Contract shall be effective unless it is in writing and signed by both parties, or our authorised representatives.

13.4.

Notwithstanding Condition 13.3 we reserve the right to make any written variations to these Conditions without your consent where we are required to make such changes in order to comply with a change of law, regulation or rule, a request by the Government, the emergency services, a court of law, tribunal or other competent administrative or regulatory body, including Ofcom and the Phone-paid Services Authority.  If any changes are required to the Contract, we will discuss them with you and the extent of the amendments necessary for compliance with the change of law, regulation or rule.

13.5.

Neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure results from events, circumstances or causes beyond its reasonable control.

13.6.

Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between us; constitute either of us as the agent of the other; or authorise either of us to make or enter into any commitments for or on behalf of the other.

13.7.

Each party undertakes that it shall not disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except that each party may disclose the other party’s confidential information:

13.8.

To its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of carrying out the party's obligations under the Contract. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party's confidential information comply with this Condition 13; and

13.9.

As may be may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

13.10.

Neither party shall use the other party's confidential information for any purpose other than to perform its obligations under the Contract.

13.11.

The Contract does not give rise to any rights to any party who is not a party to this Contract (Rights of Third Parties) Act 1999.

13.12.

If, at any time, we are informed of a regulatory investigation you will be obliged to provide all documents and take all reasonable steps to assist us in our response at your sole cost and expense.

13.13.

If, at any time, we do not insist that you comply with any part of the Contract, this will not be a waiver of any term of these Conditions and will not prevent us from doing so in the future.

13.14.

If any part of these Conditions cannot be enforced, it will not affect any other part of the Conditions.

13.15.

We may serve any notice in connection with the Contract by leaving it at your last known address or place of business (in the case of a company, at its registered office) or at any Property covered by the Contract, in each case addressed to you, or by post addressed to you at any Property covered by the Contract or by fax to your last known fax number or by email to your last known email address. You may serve any notice in connection with the Contract by leaving it at, or posting it to:

Everflow Limited
Traynor Hub (t2)
Traynor Way
Peterlee
County Durham
SR8 2RU

13.16.

The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by, and construed in accordance with the law of England and Wales.  Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including noncontractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.