1. INTRODUCTION

1.1. In these Terms the following definitions apply:

Annual Service Charge: the sum stipulated in the Agreement;

Call Charges: charges levied upon the Customer for use of the Services described in the Service

Company : Budget Numbers Limited;

Connection Charge : the sum stipulated in the Agreement;

Customer : the person(s), firm or company who enters into the Agreement;

Customer Information : the information that the Customer should provide to the Company in relation to the Services and the Customer’s requirements;

Event of Default:

- any breach by the Company of its contractual obligations arising under the Agreement (other than a breach arising from wilful default or recklessness);

- any misrepresentation by the Company in connection with (whether or not contained in the Agreement) the Company or the Services (other than a fraudulent misrepresentation);

- any tortious, act or omission, including negligence, arising in connection with the Company’s performance under the Agreement (other than any act or omission which is fraudulent or dishonest); and/or

- any other act giving rise to a liability in respect of the Agreement.

Force Majeure : circumstances beyond the reasonable control of a party which prevents such party from performing its obligations under the Agreement including but not limited to strikes, lock-outs or other industrial disputes (whether involving the work force of the party or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or government order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors.

ICSTIS : the Independent Committee for the Supervision of Standards of Telephone Information Services;

Intellectual Property Rights : any and all of the proprietary rights, utility models, copyright and related rights, trade marks, service marks, trade, business and domains names, patents, rights to inventions, 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 renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world subsisting or used in or in connection with the telephone numbers allocated to the Customer as part of the Services including all documentation and manuals relating thereto.

OFcom : the Office of Communications;

OLO : Official Licensed Operator;

OLO Licence : the licence granted to the Company’s service provider to enable the Company to supply the Services (including any amendments or modifications);

Operator : the provider of access to the Telecommunications Network;

Order : a Customer’s order for the Services as set out in the Agreement signed by the Customer;

Preferred Number : the telephone number(s) the Customer requests the Company allocate to the Customer;

Price : the charges payable by the Customer in accordance with clause 5 including but not limited to the Connection Charge, the Annual Service Charge and the Call Charges as detailed on the Company’s Website or, in the case of calls transferred to mobile telephones, at the rate of £0.20 per minute;

PTO : public telecommunications operator;

PTO Licence : the licence granted to a PTO under Section 7 of the Telecommunications Act 1984 and includes any amendments or modifications;

Agreement: the agreement between the Customer and the Company for the Services incorporating these Terms and Conditions;

Services : the services as set out in the Agreement or otherwise notified in writing by the Company to the Customer;

Service Location : the premises in which the Services are provided;

Telecommunications Network: the public and private telecommunications systems accessed by the Preferred Number or by which the Services are made available.

Terms: these terms and conditions as amended from time to time in accordance with clause 20;

2. APPLICATION OF TERMS

2.1. Each Order constitutes an offer by the Customer to purchase Services subject to these Terms. Subject to any variation under clause 2.2 the Agreement will be on these Terms to the exclusion of all other terms and conditions that the Customer seeks to impose or incorporate, or which are implied by trade, custom practice or course of dealings.

2.2. These Terms apply to all the Company’s sales and any variation to these Terms and any representations about the Services shall have no effect unless expressly agreed in writing and signed by a Director of the Company.

2.3. The Order shall only be deemed accepted by the Company when the Agreement is signed by the Customer and returned to the Company and a written acknowledgement of order is issued by the Company or (if earlier) starts to provide the Services.

3. SERVICES

3.1. The Company will provide the Services to the Customer in accordance with these Terms.

3.2. The Customer acknowledges that only one Agreement shall apply per Preferred Number and each Order for a Preferred Number will comprise a separate agreement.

3.3. Upon written request from the Customer, the Company may at its sole discretion offer to the Customer reasonable assistance to secure any licence, way?leave and/or PTO line required under the Agreement.

3.4. In the event that the Company is aware of or reasonably believes that the Customer is misusing the Services as set out in clause 4.2 or otherwise and as such that the Services may conflict in any way with OFCOM and/or ICSTIS guidelines, the Company reserves the right to suspend the Service, and any related rebate pursuant to clause 8 pending a thorough investigation. For the avoidance of doubt, the Customer hereby agrees that if after investigation the Service is deemed by the Company to conflict in any way with OFCOM and/or ICSTIS guidelines the Company may terminate the service and withhold any payments that may be considered due.

3.5. During the continuance of the Agreement the Customer shall be entitled to have the Services transferred, at the Customer’s expense, to any other premises within the area operated by the Company.

3.6. The Company shall have the right to make any changes to the Services which are necessary to comply with any applicable law or safety requirement, and the Company shall notify the Customer in any such event.

3.7. The Company shall have the right but not the obligation from time to time to improve or alter the Services as it deems appropriate, provided that such changes do not materially change the nature of the Services.

4. CUSTOMER obligations

4.1. The Customer shall:

4.1.1. ensure that the terms of the Order are complete and accurate;

4.1.2. supply to the Company the Customer Information and any other information required by the Company, prior to the provision of the Services;

4.1.3. arrange for the Agreement to be signed by an authorised party on behalf of the Customer and returned to the Company, prior to the commencement of the Services, as confirmation that it wishes to proceed with the provision of the Services by the Company and that the Agreement accurately sets out the Customer’s requirements;

4.1.4. prior to the commencement of the Services, procure that all licences, way?leaves and PTO lines necessary for the provision of the Services have been secured and paid for by the Customer and shall be maintained.;

4.1.5. provide to the Company without charge or delay on request from the Company all reasonable assistance as may be so requested by the Company for the purpose of enabling the Company to carry out the Services;

4.1.6. cooperate with the Company in all maters relating to the Services;

4.1.7. comply with any reasonable directions or instructions (including requests for assistance or information) made by the Company in connection with the Services;

4.1.8. indemnify and hold harmless the Company against all liabilities, claims, damages, losses, costs and proceedings howsoever arising from any:

4.1.8.1. improper use of the Services; and

4.1.8.2. claim by a third party where the third party claims it has the right to prevent the Customer from using the Preferred Number.

4.2. The Customer shall not use the Services to:

4.2.1. communicate for a purpose other than that for which the Services are provided; or

4.2.2. transmit any material which is intended to be a hoax call to emergency services or is of a defamatory, offensive, immoral, abusive or of an obscene or menacing character; or

4.2.3. violate or infringe any rights of or to cause unwanted inconvenience or anxiety to any third party; or

4.2.4. violate any laws or regulations of any country; or

4.2.5. transmit any material which is unlawful, fraudulent, harmful, threatening, abusive, indecent, defamatory, vulgar, obscene, libellous, hateful, or racially, ethnically or otherwise objectionable; or

4.2.6. directly or indirectly, harm minors in any way or allow or permit such harm to occur; or

4.2.7. “stalk” or otherwise harass another.

5. PRICE

5.1. In consideration of the provision of the Services the Customer shall pay to the Company the Price for the Services.

5.2. For 5 years from the Connection Date the Annual Service Charge shall be the fixed amount specified in the Agreement, after which time it shall increase in line with the RPI (Retail Price Index).

5.3. Unless otherwise specified in the Agreement the Price is exclusive of any value added tax of which amounts the Customer will pay in addition when the Customer is due to pay for the Services.

5.4. The Customer will pay any additional costs and/or charges that the Company incurs in supplying the Services to the Customer including, but not limited to, travelling expenses, hotel costs, subsistence and any associated expenses, and for the cost of services provided by third parties and required by the Company for the performance of the Services, and the cost of any materials. Any additional cost will be charged to the Customer on a time and materials basis unless otherwise agreed between the parties and shall be payable when it is due to pay for the Services.

5.5. The Company shall be entitled to review and vary from time to time the Price. The Company shall notify the Customer in writing in advance of any increase or decrease in the Price.

5.6. The Company shall be entitled to issue invoices in respect of the Price and any additional costs and/or charges for the provision of the Services on a monthly basis.

5.7. All payments shall be in pounds sterling. If pounds sterling cease to be used as a currency and the government of England and Wales recognises a currency other than pounds sterling (the New Currency) as the lawful currency of England and Wales then:

5.7.1. all payments shall be in the New Currency from the date of its adoption by England and Wales;

5.7.2. (unless prohibited by law) any conversion from pounds sterling to the New Currency shall be at the official rate of exchange recognised by the government of England and Wales; and

5.7.3. these Terms shall be subject to such reasonable changes in interpretation as may be appropriate to minimise the economic effect on the parties to this agreement of the adoption by the government of England and Wales of the New Currency.

6. PAYMENT & REFUNDS

6.1. The Connection Charge is due in full without any deductions (whether by way of set-off, counterclaim, discount, abatement or otherwise) prior to the connection of the Services and shall be non?refundable.

6.2. Unless otherwise agreed in writing payment of the Price shall be made:

6.2.1. within 14 days of each invoice submitted by the Company

6.2.2. in full cleared funds without any deductions (whether by way of set-off, counterclaim, discount, abatement or otherwise).by credit / debit card, BACS, or cheque in accordance with the Agreement;

And time for payment shall be of the essence of the Contract.

6.3. No payment shall be deemed to have been received until the Company has received cleared funds.

6.4. All payments payable to the Company under the Agreement shall become due immediately upon termination of the Agreement.

6.5. If the Customer fails to pay the Company any sum due pursuant to the Agreement the Customer will be liable to pay interest to the Company on the overdue amount at the annual rate of 8% above the base lending rate from time to time of the Bank of England accruing on a daily basis from the due date for payment until the actual payment of the overdue amount, whether before or after judgement, and compounding quarterly.

6.6. The Company may disconnect, suspend or cancel the provision of the Services or may at its discretion request security for payment from the Customer in the event of late payment.

6.7. The Company shall be entitled to charge additional sums if the Customer is in breach of any of the Agreement and/or any of these Terms.

6.8. REFUND POLICY: Budget Numbers provides business products to UK businesses. We aim for 100% satisfaction with any purchase made and the services we provide. If you are not entirely satisfied, a refund will be considered at the discretion of the management.

6.9. PRICING AND CURRENCY: All prices exclude VAT unless otherwise stated. All prices on this website are quoted in British Pounds (GBP) and this is the only currency accepted when making a purchase.

7. CONNECTION

7.1. Upon receipt of payment in full of the Connection Charge by the Company from the Customer the Services will be connected electronically to a Telecommunication Network within a reasonable time.

7.2. The Company will use reasonable endeavours to connect the Services within 48 hours of receiving payment in full for the Connection Charge.

7.3. Any connection dates (if any) shall be estimates only and time shall not be of the essence. If no connection dates are specified, connection to the Services will be within a reasonable time.

7.4. Any liability of the Company for non-connection of the Services shall be limited to connecting the Services within a reasonable time or issuing a credit note at the pro rata Agreement rate against any invoice raised for such Services.

8. REBATES

8.1. Subject to clause 8.2 below the Company will pay a rebate at the rate determined on the Agreement to the Customer on a monthly basis. Whilst the Company shall endeavour to make payment on the same day each month the Company reserves the right to pay the rebate on such date each month as the Company shall reasonably determine.

8.2. The Company shall be under no obligation to pay any rebate to the customer until the rebate due equals or exceeds the minimum threshold of £10.00. Any rebate unpaid in any month shall be carried forward and shall become payable at the end of the month in which the rebate due equals or exceeds the minimum threshold.

8.3. Payments of rebates shall be made by BACS or by such alternative method that the Company may reasonably stipulate from time to time.

8.4. Prior to payment of the first rebate the customer shall provide the Company with evidence of VAT status. The customer shall notify the Company of any change in VAT status as soon as reasonably practicable in advance of any such change.

8.5. The Company shall be entitled to vary the rate of rebate payable to the customer from time to time in line with any of its carriers (e.g.BT) to their outpayments.

8.6. In the event for whatever reason that the Company fails to receive from the Carriers any outpayment properly due in respect of the Preferred number allocated to the Customer the Company shall have no liability to pay such monthly rebate, unless and until the Carriers pay such outpayment.

8.7. In the event of the Carriers making retrospective amendments to their monthly outpayment to the Company, the Company shall be entitled to make similar retrospective amendments to the customer.

9. TERM AND TERMINATION

9.1. The Agreement will commence on the Connection Date for an initial period of 12 months (the “Initial Term”) and shall continue thereafter on a rolling 12 month contract unless terminated by either party giving to the other party not less than 1 month’s written notice to expire on the relevant anniversary of the Connection Date.

9.2. Without limiting its other rights or remedies, the Company may terminate the Agreement with immediate effect by giving written notice to the Customer and may disconnect the Services if:

9.2.1. the Customer fails to make any payment when it becomes due including but not limited to the Annual Service Charge; or

9.2.2. the Customer commits a material breach of any term of the Agreement or under any other agreement between the Company and the Customer; or

9.2.3. the Customer suspends, or threatens to suspend, payment of its debts or ceases trading or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the definition of section 268 of the Insolvency Act 1986 or (being a partnership) has any partner to who any of the foregoing apply; or

9.2.4. the Customer repeatedly breaches any of the terms of the Agreement or any other agreement between the Company and the Customer in such a manner as to reasonably justify the opinion that the Customers conduct is inconsistent with it having the intention or ability to give effect to the terms of the Agreement; or

9.2.5. the Customer commences negotiations with all, or any class of, its creditors with a view to rescheduling any of its debts, or makes a proposal for, or enters into any compromise or arrangement with, its creditors; or

9.2.6. a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the Customer; or

9.2.7. the other party (being an individual) is the subject of a bankruptcy petition or order; or

9.2.8. an application is made to court, or an order is made, for the appointment of an administrator, a notice of intention to appoint an administrator is given, or an administrator is appointed over the Customer; or

9.2.9. a floating charge holder over the assets of the Customer has become entitled to appoint, or has appointed, an administrative receiver; or

9.2.10. a person becomes entitled to appoint a receiver over the assets of the Customer, or a receiver is appointed over the assets of the Customer; or

9.2.11. a creditor or encumbrancer of the Customer attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within [14] days; or

9.2.12. any event occurs, or proceeding is taken, with respect to the Customer in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 9.2.1 to clause 9.2.12 (inclusive); or

9.2.13. the Customer suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of its business; or

9.2.14. the Customer (being an individual) dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his own affairs or becomes a patient under any mental health legislation; or

9.2.15. there is a change of control of the Customer (as defined in [section 574 of the Capital Allowances Act 2001]); or

9.2.16. the Customer misuses and/or the Company acting reasonably believes that the Customer has misused the Services as specified in clause 4.2 and/or is in breach of the ICSTIS guidelines; or

9.2.17. any licence, permission, agreement or authorisation granted to the Operator or to the Company necessary for the provision of the Services is suspended, revoked or terminated.

9.3. On termination, howsoever arising, the Customer shall:

9.3.1. cease to use the Services; the Company shall be at liberty to re-allocate the Preferred Number as in its absolute discretion it thinks fit.

9.3.2. immediately pay to the Company all arrears and all other costs and expenses, including legal and other fees incurred under the Agreement;

9.4. The Customer may at any time within the contract period request that the Preferred Number be ported to another telecommunications supplier with whom the Company has porting agreements being a minimum of BT.

9.5. For the avoidance of doubt the Customer shall not be entitled to a refund in the event that the Customer terminates the Agreement prior to the expiry of the contract Term.

9.6. On termination, howsoever or whenever occasioned:

9.6.1. the accrued rights and remedies of the Company as at termination shall not be affected, including the right to claim damages in respect of any breach of the Agreement which existed before or after the date of termination or expiry; and

9.6.2. clauses which expressly or by implication have effect after termination shall continue in full force and effect.

10. WARRANTY

10.1. The Company shall use reasonable care and skill to provide the Services in accordance with industry standards.

10.2. The warranty under this clause 10 shall not apply in the event that the Customer or any third party on the Customer’s behalf repairs, adapts, tests, make additions or attachments to the Services. Any alterations or extensions necessary or requested under this clause 10.2 by the Customer shall only be carried out by the Company at the Customer’s expense.

10.3. The Company does not guarantee:

10.3.1. the supply of the Preferred Number(s) stated in the Agreement as the Preferred Number; and/or

10.3.2. the preferred service Connection Date as stated in the Agreement.

10.4. The Customer acknowledges that the Services are supplied subject to all limitations of the Telecommunications Network including the risk of imposed prefix or number changes. In particular the Company is unable to guarantee that all overseas systems will be able to access the Customer using the Preferred Number or that telephone keypads will use the same alphanumeric combinations as are currently used in the UK.

10.5. The Customer shall only use the Services in accordance with such conditions as the Company may from time to time notify to the Customer in writing and/or in accordance with the relevant provisions of the Telecommunications Act 1984 (or any modification or re?enactment thereof) and/or in accordance with the terms of any PTO or OLO licence subject to which the Company and the Company’s service provider operate any direction of the Director General of Telecommunications or other competent authority and any licence granted thereunder which governs the running of a telecommunications system by the Customer.

10.6. The Customer shall indemnify and keep the Company indemnified against all liabilities, claims, damage, losses and costs howsoever arising from any use of the Services in breach of clause 10.5 above.

11. LIMITATION OF LIABILITY

11.1. Nothing in these Terms shall limit or exclude the Company’s liability to the Customer for:

11.1.1. death or personal injury by its negligence, or the negligence of its employees’, agents’ or sub-contractors’;

11.1.2. fraud or fraudulent misrepresentation;

11.1.3. breach of the terms implied by Section 2 of the Supply of Goods and Services Act 1982;

11.2. Subject to clause 11.1 it is expressly agreed that the Company’s aggregate liability to the Client for any indirect or consequential loss or damage (whether for loss of profit, business, revenue, goodwill or anticipated savings) costs, expenses or other claims for consequential compensation whatsoever (howsoever caused) which arise out of Events of Default, will be limited to 20% of the total fee paid by the Client under the Agreement.

11.3. Subject to clause 11.1 the Company’s aggregate liability to the Customer in relation to all claims arising out of Events of Default will be limited to the greater of £1,000 (One Thousand Pounds) or any payment the Customer may receive under clause 11.6 below).

11.4. No claim shall be brought by the Customer for any Event of Default relating to a breach of any provision of the Agreement unless notice in writing of such claim (specifying in reasonable detail with supporting evidence the event, matter or default which gives rise to the claim and an estimate of the amount claimed) has been given to the Company within 1 month of the Customer becoming aware of the circumstances which give rise to such claim provided that without prejudice to their rights, the Customer and the Company agree that if they have reason to believe that they may have a cause of action hereunder, they shall liaise with the other in an open and co?operative way with a view to rectifying the reason for such cause of action whenever practicable.

11.5. The Company shall not be liable for any delay or failure to provide the Services and/or loss or damage suffered by the Customer as a result of:

11.5.1. any act or omission of the Customer which is relative to its obligations under the Agreement; and/or

11.5.2. any failures of any third parties to provide their Services;

11.5.3. the Customer failing to test the Services within 14 days of the Connection Date;

11.5.4. the failure of the Customer’s equipment or of any independent contractors’ service equipment including any software applicable thereto;

11.5.5. the Customer’s negligence or default;

11.5.6. a fluctuation in mains voltage;

11.5.7. a fault of any PTO’s line or equipment;

11.5.8. electrical interference generated in or radiated by electric, electronic or other similar equipment or materials not supplied by us;

11.6. The Company will use its reasonable endeavours to maintain suitable professional indemnity insurance cover in an amount of £5 million (or such other amount as may from time to time be agreed between the Company and the Customer) and will on request notify the Customer of the details thereof. The Company accepts that if they can make a claim under their insurance then the Customer shall be entitled to receive the sums received by the Company from its insurers under such claim. The Customer accepts such amount of insurance cover as an upper limit of liability in respect of the aggregate of all claims made during or in respect of the term of the Agreement between the parties. The Company will use reasonable endeavours to pursue any such claim under any such policy of insurance. The Customer expressly accepts that in all circumstances and in respect of any or all claims it shall be entitled to receive only those sums which are received by the Company from its insurers.

11.7. The Company may upon reasonable notice withdraw the Preferred Number allocated to the Customer and change the same in order to comply with any requirements of a competent authority. Without prejudice to the generality of this clause 11 the Company shall not be liable for claims arising from the Customer’s inability for whatever reason to use or continue to use a particular telephone number(s).

11.8. The Company is not responsible for the inclusion of the Customer’s Preferred Number(s) in any telephone directory and the Company has no liability for any errors or omissions in any directory listing published by a third party.

11.9. The Customer is advised not to incorporate the Preferred Number in any advertising material or directory prior to connection and the Company shall have no liability for any losses or expenses which the Customer incurs by acting in disregard of the above advice.

11.10. In the event that statutory provisions or regulations shall require portability of supply of telephone numbers and subject to full compliance with the terms and conditions of the Agreement and in particular the payment in full of all charges and fees payable thereunder by the Customer together with an administration fee of £25 plus VAT payable to the Company and any charges payable to any PTO the Company will facilitate the transfer of the supply of the Services.

11.11. Except as set out in these Terms, all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.

11.12. This clause 11 shall survive termination of the Agreement.

12. COPYRIGHT, PATENTS, TRADE MARKS AND OTHER INTELLECTUAL PROPERTY RIGHTS

12.1. Subject to any statutory or licence provisions relating to telephone number portability, the Customer acknowledges that all Intellectual Property Rights in or arising out of or in connection with the Services are legally and or beneficially owned by the Company. For the avoidance of doubt, the Customer shall not during or at any time after the completion, expiry or termination of the Agreement in any way question or dispute such ownership thereof by the Company.

12.2. For the avoidance of doubt the provisions of clause 12.1 shall not be interpreted as granting the Customer any rights in any third party manufacturer’s Intellectual Property Rights or any development or enhancement by a third party manufacturer.

13. DATA PROTECTION ACT

13.1. Information provided by the Customer will be stored within the Company’s computer system and manually and is covered by the Data Protection Act 1998.

13.2. The Company will act in accordance with the Seventh Data Principle under the Act (data security) with regards to information supplied by the Customer.

14. ASSIGNMENT and subcontracting

14.1. The Supplier may at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights under the Agreement and may subcontract or delegate in any manner any or all of its obligations under the Agreement to any third party.

14.2. The Customer shall not be entitled to assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Agreement without the prior written consent of the Company.

15. FORCE MAJEURE

15.1. If the Company is affected by Force Majeure it shall notify the Customer of the nature and extent of the circumstances in question.

15.2. Notwithstanding any other provision of the Agreement, the Company shall not be deemed to be in breach of the Agreement, or otherwise be liable to the Customer, for any delay in performance or the non-performance of any of its obligations under the Agreement, to the extent that the delay or non-performance is due to any Force Majeure of which it has notified the Customer, and the time for performance of such obligations shall be extended accordingly.

15.3. If an event of Force Majeure continues in existence for an aggregate period of three months within any period of twelve consecutive calendar months then the parties shall meet to agree suitable means of alleviating the effects of the Force Majeure. If the parties cannot reach such agreement within one month of the date of the first such meeting and such Force Majeure continues, then either party shall be entitled to terminate the Agreement by immediate written notice to the other.

16. CONFIDENTIALITY

16.1. Both parties shall treat Confidential Information obtained from the other as confidential and shall not without the prior written agreement of the other at any time hereafter (save as required by law or any regulatory organisation with authority over it) disclose such information to any third party (other than those of its officers, employees advisers and agents whose responsibilities require them to know the same) or use it for any purposes other than for the performance of its obligations pursuant to the Agreement (unless such information is in the public domain or is already known to the non-disclosing party otherwise than as a result of a breach of any duty of confidentiality owed in respect of such information).

16.2. This clause 16 shall survive termination of the Agreement.

17. NOTICES

17.1. Any notice or other communication required to be given to a party under or in connection with the Agreement shall be in writing and shall be delivered to the other party personally or sent by first-class post, recorded delivery or telex or facsimile transmission. The address for service of each party shall be its address stated on the Agreement or any other address for service previously notified in writing to the other party or (in the absence of any such notification) its last known place of business. Any notice or other communication shall be deemed to have been served as follows:

17.1.1. if personally delivered, at the time of delivery;

17.1.2. if posted, at the expiration of 48 hours after the envelope containing the same was delivered into the custody of the postal authorities; and

17.1.3. if sent by facsimile during normal business, two hours after the time of transmission.

17.2. In proving such service it shall be sufficient to prove that personal delivery was made or that the envelope containing such notice was properly addressed and delivered into the custody of the postal authority as a prepaid first class recorded delivery letter or that the telex or facsimile (as the case may be) was transmitted to the correct number.

18. ENTIRE AGREEMENT

18.1. It is acknowledged and agreed that these Terms (including the documents and instruments referred to herein) (the “Documents”) constitute the entire complete and exclusive agreement and understanding between the parties hereto, and supersede all previous representations arrangements understandings and agreements between the parties relating to the subject matter hereof;

18.2. It is further acknowledged and agreed that no representations arrangements understandings or agreements (whether written or oral) made by or on behalf of any of the other parties have been relied upon, other than those expressly set out or referred to in the Documents, and the parties shall have no right or remedy in respect of, any statement, representation, assurance or warranty (whether negligently or innocently made) other than as expressly set out in the Documents.

18.3. Nothing in this clause shall limit or exclude any liability for fraud.

19. GENERAL

19.1. Failure or delay by the Company in enforcing or partially enforcing any provision of the Agreement will not be construed as a waiver of any of its rights under the Agreement.

19.2. If any provision of the Agreement shall be found by any Court or administrative body of competent jurisdiction to be invalid, illegal or unenforceable the invalidity, illegality or unenforceability of such provision shall not affect the other provisions. The provision found to be invalid, illegal or unenforceable shall be amended to such an extent as is necessary to make that provision valid, legal and enforceable. Any provisions not affected by such invalidity, illegality or unenforceability shall remain in full force and effect.

19.3. Nothing within the Agreement is intended to create third party rights pursuant to the Contracts (Rights of Third Parties) Act 1999.

20. VARIATION

20.1. The Company may require and accordingly reserves the right to modify these Terms at any time so as to comply with the Operator, OFcom, ICSTIS or any similar authority or to comply with any regulations or other requirements applicable to or imposed upon the Company subject to which the Company operates or by any competent authority.

20.2. Subject to clause 21.1 no purported variation, change or modification of these Terms shall be valid unless confirmed in writing in a document signed by an authorised representative both the Company.

21. GOVERNING LAW AND JURISDICTION

The Agreement, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by and construed in accordance with English law and each party hereby irrevocably submits to the exclusive jurisdiction of the Courts of England and Wales.