GENERAL TERMS AND CONDITIONS FOR THE SUPPLY OF GOODS AND SERVICES

1. GENERAL

1.1 These general terms and conditions for the supply of goods and services (General

Conditions) shall be incorporated into all contracts made by Elite Telecommunications Ltd

(Company Number 07311724) for the supply of any goods and/or services and are

available online at https://www.elitetechgroup.co.uk/terms-and-conditions

2. INTERPRETATION

2.1 Definitions

In these General Conditions, the following definitions apply:

Business Day a day (other than a Saturday, Sunday or public holiday) when

banks in London are open for business.

Charges the charges payable by the Customer for the supply of the

Services in accordance with the provisions of the Contract

(including but not limited to the charges described on the

relevant Charges Sheet and Tariff Sheet).

Charges Sheet means the Supplier’s list of charges for the Services to be

provided and included in the Contract provided to the

Customer.

Connection Point any piece of equipment fixed at the Customer’s premises to

enable the connection to the Network and provision of the

Services.

Content all pages, screens, layouts, information and materials

included in or accessible through the Service.

Contract any contract between the Supplier and the Customer for the

supply of Goods and/or Services in accordance with these

General Conditions, the applicable Specific Conditions and

any relevant Service Level Agreement agreed in writing

between us.

Customer the person or firm who purchases Services from the Supplier

who is not an individual consumer and who is subscribing for

the purposes of a business and having a legal identity

separate from the persons (if any) of which it is composed,

including but not limited to, a company, a body corporate, a

corporation sole, a charity, a partnership, a government

body and a public authority.

Customer Default has the meaning set out in clause 9.3.

Delivery Location has the meaning set out in clause 6.1.

Equipment has the meaning set out in clause 9.1.7.

Exchange Lines any apparatus or equipment used to connect the

Customer’s premises to any communications exchange as

part of the Services.

Fair Usage Policy The Supplier’s fair usage policy which can be found at

https://www.elitetechgroup.co.uk/terms-and-conditions and is amended

from time to time which sets out the parameters of the

Customer’s use of Services.

Fixed Charges any Charges that are expressed to be fixed throughout the

Minimum Period or any Subsequent Period.

Force Majeure Event has the meaning given to it in clause 23.

General Conditions these terms and conditions as amended from time to time in

accordance with clause 24.10.

Goods the goods (or any part of them) as set out in any Order.

Intellectual Property

Rights

patents, rights to inventions, copyright and related rights,

trade marks, business names and domain names, rights in

get-up, goodwill and the right to sue for passing off, rights in

designs, database rights, rights to use, and protect the

confidentiality of, confidential information (including knowhow),

and all other intellectual property rights, in each case

whether registered or unregistered and including all

applications and rights to apply for and be granted, renewals

or extensions of, and rights to claim priority from, such rights

and all similar or equivalent rights or forms of protection

which subsist or will subsist now or in the future in any part

of the world.

Minimum Period the period of 36 months from the Start Date unless agreed

otherwise in writing with the Supplier.

Network any telecommunications network which the Supplier may

use to provide the Services.

Order the Customer's order for the Goods and/or Services as set

out in the Supplier’s order form.

Relevant Legislation means the Communications Act 2003 as amended or

replaced from time to time together with any other relevant

legislation, regulation or guidance from government or

other competent authority.

Service or Services the various services provided by the Supplier to the

Customer from time to time including but not limited to: the

Fixed Line and SIP Trunks Services, Hosted Phone Systems

Services, Broadband Services and EFM, Leased Line and Fibre

Optic Network Connection Services, Mobiles Services,

Support Services, Cloud Services or any other Services

agreed in writing between the parties from time to time (or

any combination of them) pursuant to the Contract.

Service Levels the agreed service levels for the relevant Services provided

by the Supplier to the Customer pursuant to the Contract.

Small Business

Customer

means a Customer that would constitute a small business

customer under General Condition 9 of Ofcom’s General

Conditions.

Specific Condition means the relevant specific terms and conditions in respect

of any specific Service provided by the Supplier to the

Customer in respect of any Contract.

Specification the description or specification of the Services provided in

writing by the Customer under General Condition 9 of

Ofcom’s General Conditions and incorporated into the

Contract.

Start Date has the meaning set out in clause 3.3.

Subsequent Period has the meaning set out in clause 21.1.

Supplier Elite Telecommunications Limited registered in England and Wales

(company number 16026481) with its registered address at 4 Office Village, Forder Way, Peterborough, England, PE7 8GX

Supplier Equipment means all materials, equipment, documents and other

property of the Supplier provided to the Customer from time

to time in respect of the Contract.

Tariff Sheet the Supplier’s list of tariffs and other charges applicable to a

Contract as amended by the Supplier from time to time.

Warranty Period has the meaning set out in clause 7.1.

2.2 In these General Conditions, the following rules apply:

2.2.1 a person includes a natural person, corporate or unincorporated body (whether

or not having separate legal personality);

2.2.2 a reference to a party includes its successors or permitted assigns;

2.2.3 a reference to a statute or statutory provision is a reference to such statute or

statutory provision as amended or re-enacted. A reference to a statute or

statutory provision includes any subordinate legislation made under that

statute or statutory provision, as amended or re-enacted;

2.2.4 any phrase introduced by the terms including, include, in particular or any

similar expression, shall be construed as illustrative and shall not limit the sense

of the words preceding those terms; and

2.2.5 subject to clause 24.5, a reference to writing or written includes faxes and

emails.

3. BASIS OF CONTRACT

3.1 The Order constitutes an offer by the Customer to purchase Goods and/or Services in

accordance with the Contract.

3.2 Notwithstanding that an Order may contain multiple Goods and/or Services, each Good

and/or Service ordered shall be treated as a distinct and separate contract between the

Supplier and the Customer.

3.3 The Order shall only be deemed to be accepted when the Supplier issues written

acceptance of the Order at which point and on which date the Contract shall come into

existence (Start Date) and, subject to the provisions in clause 21, shall continue for the

Minimum Period unless terminated earlier in accordance with these General Conditions

or relevant Specific Conditions.

3.4 Continued use of any goods and/or services is deemed acceptance of our terms and

conditions which may change time to time and can be found as per clause 1.1

3.5 The Contract constitutes the entire agreement between the parties. The Customer

acknowledges that it has not relied on any statement, promise, representation,

assurance or warranty made or given by or on behalf of the Supplier which is not set out

in the Contract.

3.6 Any samples, drawings, descriptive matter or advertising issued by the Supplier, and any

descriptions or illustrations contained in the Supplier's brochures, are issued or

published for the sole purpose of giving an approximate idea of the Services and/or

Goods described in them. They shall not form part of the Contract or have any

contractual force.

3.7 The Contract applies to the parties in respect of the Good and/or Services to the

exclusion of any other terms that the Customer seeks to impose or incorporate, or

which are implied by trade, custom, practice or course of dealing.

3.8 Any quotation given by the Supplier shall not constitute an offer, and is only valid for a

period of 20 Business Days from its date of issue.

3.9 The Supplier may take instructions from a person if it has a good reason to think that he

or she is acting with the Customer’s permission.

4. SUPPLY OF SERVICES

4.1 The Supplier shall supply the Services to the Customer in accordance with the provisions

of the Contract.

4.2 The Supplier shall use all reasonable endeavours to meet any performance dates agreed

in writing, but any such dates shall be estimates only and time shall not be of the

essence for performance of the Services.

4.3 The Supplier shall have the right to make any changes to the Services which are

necessary to comply with any applicable law or safety requirement, or which do not

materially affect the nature or quality of the Services, and the Supplier shall, where it is

reasonable and practicable, notify the Customer in any such event.

4.4 The Supplier warrants to the Customer that the Services will be provided using

reasonable care and skill.

4.5 The Supplier will use its reasonable endeavours to provide the Customer with the

quality and coverage of Service that the Supplier is able to provide to its customers

generally but the Customer acknowledges that no service similar to the Services can be

fault free all of the time and may be affected by things outside the Supplier’s control

such as faults in other telecommunications networks, in respect of which the Supplier

accepts no liability.

4.6 The Supplier may have to temporarily suspend all or part of the Services for operational

reasons or in the event of an emergency or for the Customer’s security or if repairs

to/and maintenance of the Network is required. The Supplier will try to give the

Customer notice of any such suspension.

4.7 The Supplier may have to re-program any Customer Equipment or the Supplier

Equipment in order that the Services can be provided and the Supplier may charge for

any additional time, costs or resources involved.

4.8 The Supplier will install any necessary Connection Points, Exchange Lines and other

ancillary equipment in order to connect the Supplier Equipment to the

Network/Customer Equipment.

4.9 Where, as part of the Services, the Supplier provide the Customer with any hardware,

this shall remain the property of the Supplier unless agreed otherwise in writing

between the Supplier and the Customer.

5. SUPPLY OF GOODS

5.1 Where the supply of the Services also includes the supply of Goods, the supply of those

Goods shall be governed by these General Conditions.

5.2 Any samples, drawings, descriptive matter, or advertising produced by the Supplier and

any descriptions or illustrations contained in the Supplier's catalogues or brochures are

produced for the sole purpose of giving an approximate idea of the Goods described in

them. They shall not form part of the Contract or have any contractual force.

5.3 The Supplier reserves the right to amend the specifications of the Goods as set out in

the Order if required by any applicable statutory or regulatory requirements.

6. DELIVERY

6.1 The Supplier shall deliver the Goods to the location set out in the Order or such other

location as the parties may agree in writing (Delivery Location) at any time after the

Supplier notifies the Customer that the Goods are ready.

6.2 Delivery of the Goods shall be completed on the Goods' arrival at the Delivery Location.

6.3 Any dates quoted for delivery are approximate only, and the time of delivery is not of

the essence. The Supplier shall not be liable for any delay in delivery of the Goods that

is caused by a Force Majeure Event or the Customer's failure to provide the Supplier

with adequate delivery instructions or any other instructions that are relevant to the

supply of the Goods.

6.4 If the Supplier fails to deliver the Goods, its liability shall be limited to the costs and

expenses incurred by the Customer in obtaining replacement goods of similar

description and quality in the cheapest market available, less the price of the Goods.

The Supplier shall have no liability for any failure to deliver the Goods to the extent that

such failure is caused by a Force Majeure Event or the Customer's failure to provide the

Supplier with adequate delivery instructions or any other instructions that are relevant

to the supply of the Goods.

6.5 If the Customer fails to take delivery of the Goods within three Business Days of the

Supplier notifying the Customer that the Goods are ready, then, except where such

failure or delay is caused by a Force Majeure Event or the Supplier's failure to comply

with its obligations under the Contract:

6.5.1 delivery of the Goods shall be deemed to have been completed at 9.00 am on

the third Business Day after the day on which the Supplier notified the

Customer that the Goods were ready; and

6.5.2 the Supplier shall store the Goods until delivery takes place, and charge the

Customer for all related costs and expenses (including insurance).

6.6 If 10 Business Days after the day on which the Supplier notified the Customer that the

Goods were ready for delivery the Customer has not taken delivery of them, the

Supplier may resell or otherwise dispose of part or all of the Goods and, after deducting

reasonable storage and selling costs, account to the Customer for any excess over the

price of the Goods or charge the Customer for any shortfall below the price of the

Goods.

7. QUALITY

7.1 The Supplier warrants that on delivery, and for a period of 30 days from the date of

delivery (Warranty Period), the Goods shall:

7.1.1 conform in all material respects with their description; and

7.1.2 be free from material defects in design, material and workmanship.

7.2 Subject to clause 7.3, if:

7.2.1 the Customer gives notice in writing to the Supplier during the Warranty Period

within a reasonable time of discovery that some or all of the Goods do not

comply with the warranty set out in clause 7.1;

7.2.2 the Supplier is given a reasonable opportunity of examining such Goods; and

7.2.3 the Customer (if asked to do so by the Supplier) returns such Goods to the

Supplier's place of business at the Supplier's cost, the Supplier shall, at its

option, repair or replace the defective Goods, or refund the price of the

defective Goods in full.

7.3 The Supplier shall not be liable for the failure of the Goods to comply with the warranty

set out in clause 7.1 in any of the following events:

7.3.1 the Customer makes any further use of such Goods after giving notice in

accordance with clause 7.2;

7.3.2 the defect arises because the Customer failed to follow the Supplier's oral or

written instructions as to the storage, commissioning, installation, use and

maintenance of the Goods or (if there are none) good trade practice regarding

the same;

7.3.3 the defect arises as a result of the Supplier following any drawing, design or

Specification supplied by the Customer;

7.3.4 the Customer alters or repairs such Goods without the written consent of the

Supplier;

7.3.5 the defect arises as a result of fair wear and tear, wilful damage, negligence, or

abnormal storage or working conditions; or

7.3.6 the Goods differ from their description as a result of changes made to ensure

they comply with applicable statutory or regulatory requirements.

7.4 Except as provided in this clause 7, the Supplier shall have no liability to the Customer in

respect of the Goods' failure to comply with the warranty set out in clause 7.1.

7.5 The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest

extent permitted by law, excluded from the Contract.

7.6 These General Conditions shall apply to any repaired or replacement Goods supplied by

the Supplier.

8. TITLE AND RISK

8.1 The risk in the Goods shall pass to the Customer on completion of delivery.

8.2 Title to the Goods shall not pass to the Customer until the Supplier receives payment in

full (in cash or cleared funds) for the Goods and any other Services that the Supplier has

supplied to the Customer, in which case title to the Goods shall pass at the time of

payment of all such sums.

8.3 Until title to the Goods has passed to the Customer, the Customer shall:

8.3.1 store the Goods separately from all other goods held by the Customer so that

they remain readily identifiable as the Supplier's property;

8.3.2 not remove, deface or obscure any identifying mark or packaging on or relating

to the Goods;

8.3.3 maintain the Goods in satisfactory condition and keep them insured against all

risks for their full price from the date of delivery; and

8.3.4 give the Supplier such information relating to the Goods as the Supplier may

require from time to time.

8.4 The Customer may use the Goods in the ordinary course of its business (but not

otherwise) before the Supplier receives payment for the Goods.

9. CUSTOMER'S OBLIGATIONS

9.1 The Customer shall:

9.1.1 ensure that the terms of the Order and any information it provides to the

Supplier are complete and accurate;

9.1.2 co-operate with the Supplier in all matters relating to the Services;

9.1.3 provide the Supplier, its employees, agents, consultants and subcontractors,

with access to the Customer's premises, office accommodation and other

facilities as reasonably required by the Supplier and in particular to install, test,

operate, inspect, maintain, adjust, repair, remove and ensure the security of the

Network and Services;

9.1.4 provide the Supplier with such information and materials as the Supplier may

reasonably require in order to supply the Services, and ensure that such

information is accurate in all material respects;

9.1.5 prepare the Customer's premises for the supply of the Services (which as a

minimum shall include an uninterrupted electricity supply) and otherwise in

accordance with the reasonable instructions of the Supplier;

9.1.6 obtain and maintain all necessary licences, permissions and consents which may

be required before the Start Date;

9.1.7 keep and maintain the Supplier Equipment at the Customer's premises in safe

custody at its own risk, maintain the Supplier Equipment in good condition until

returned to the Supplier, and not dispose of or use the Supplier Equipment

other than in accordance with the Supplier's written instructions or

authorisation;

9.1.8 ensure that any the Customer Equipment used in connection with the Services

is in good working order and conforms to the relevant standard or approval for

the time being designated under the Relevant Legislation or otherwise and is

suitable for use within the Services;

9.1.9 comply with any obligations set out in any Service Levels agreed between the

Supplier and the Customer;

9.1.10 provide information concerning the specifications of any end user apparatus

and any other information the Supplier requires in order to carry out its

obligations;

9.1.11 be responsible for insuring any of the Goods and the Customer confirms and

acknowledges that the Supplier shall not be liable for insuring any part of the

Goods and/or Services; and

9.1.12 obtain all consents or approvals of any third party necessary to enable the

Supplier to provide the Services at the Customer’s premises.

9.2 The Customer shall not:

9.2.1 move, modify, relocate or otherwise interfere with any of the Supplier

Equipment which is installed at the Customer’s premises and shall not allow the

Supplier Equipment to be repaired, serviced or maintained by anyone other

than the Supplier’s authorised representative;

9.2.2 sell, assign, mortgage, charge, underlet or part with possession of the Supplier

Equipment or any interest the Customer may have in it and the Customer will

not permit anyone else to do so.

9.2.3 connect any Customer Equipment to the Network/Supplier Equipment without

the prior written consent of the Supplier and then the Customer Equipment

shall only be connected by means of a Connection Point provided by the

Supplier and shall not be connected to the Network/Supplier Equipment

directly or indirectly.

9.2.4 other than expressly set out in these General Conditions, acquire any rights in

the Supplier Equipment and/or telephone numbers or other code or number

supplied as part of the Services.

9.2.5 alter, adjust or interfere in any way with the Network unless the Supplier has

given its prior written consent to do so.

9.3 If the Supplier's performance of any of its obligations under the Contract is prevented or

delayed by any act or omission by the Customer or failure by the Customer to perform

any relevant obligation (Customer Default):

9.3.1 the Supplier shall without limiting its other rights or remedies have the right to

suspend performance of the Services until the Customer remedies the

Customer Default, and to rely on the Customer Default to relieve it from the

performance of any of its obligations to the extent the Customer Default

prevents or delays the Supplier's performance of any of its obligations;

9.3.2 the Supplier shall not be liable for any costs or losses sustained or incurred by

the Customer arising directly or indirectly from the Supplier's failure or delay to

perform any of its obligations as set out in this clause 9.3; and

9.3.3 the Customer shall reimburse the Supplier on written demand for any costs or

losses sustained or incurred by the Supplier arising directly or indirectly from

the Customer Default.

9.4 The Supplier shall not be obliged to connect or keep connected any of the Customer’s

Equipment which, in the Supplier’s reasonable opinion, is liable to cause death or

personal injury to any person, damage or disruption to the Supplier Equipment or is

likely to impair the quality of the service the Supplier offers its customers.

10. CONDITIONS TO CONNECTION

10.1 The Supplier may refuse to connect the Customer to the Network/Supplier Equipment if

any of the information which the Customer has provided is or turns out to be inaccurate

or misleading.

10.2 Connection to the Network/Supplier Equipment is conditional upon the Customer

satisfying any financial and other reasonable requirements notified to the Customer

from time to time.

10.3 Where the Supplier does not connect the Customer to the Network/Supplier Equipment

the Supplier will inform the Customer in writing and this contract shall automatically

terminate.

10.4 Connection to the Network/Supplier Equipment will be by either supply and installation

of the Supplier Equipment or reprogramming the Customer Equipment and this will be

agreed with the Customer in advance.

11. ACCEPTABLE USE

11.1 The Customer must not:

11.1.1 use the Services:

11.1.1.1 for sending any messages or communications which are immoral,

indecent, offensive, obscene, defamatory, menacing or for any

malicious purpose;

11.1.1.2 for any illegal or unlawful purpose;

11.1.1.3 to harass, annoy, inconvenience or cause needless anxiety to any

person and the Customer must not encourage, request or permit

anyone else to use the Service in this way; or

11.1.1.4 in a way that does have, or is likely to have, an adverse effect on the

reputation of the Supplier.

11.1.2 allow the Services to be used by anyone other than permitted users;

11.1.3 charge, rent, sell or otherwise encumber or dispose of the whole or any part of

the Network or Services.

11.2 The Customer must use the Services in accordance with:

11.2.1 the Supplier’s Fair Usage Policy;

11.2.2 all reasonable instructions which the Supplier may give from time to time;

11.2.3 the Relevant Legislation;

11.2.4 any direction or guidance of the Director General of Telecommunications or

other competent authority and any licence applicable to the operation of the

Customer’s own telecommunications system;

11.2.5 If the Customer uses any Services from a country outside the United Kingdom,

the use of such Service may also be subject to laws and regulations that apply in

that other country. The Supplier accepts no liability for the Customer’s failure

to comply with those laws or regulations and the Customer shall indemnify the

Supplier against any loss which it may suffer or incur as a result of the

Customer’s failure to comply with those laws or regulations.

11.3 The Customer must immediately notify the Supplier if it becomes aware of a breach or a

suspected breach of clauses 11.1 and 11.2.

11.4 The Customer shall ensure that any of the Customer Equipment used in connection with

the Services is in good working order and conforms to the relevant standard or approval

for the time being designated under the Relevant Legislation and is suitable for

connection to the Network/Supplier Equipment.

11.5 The Customer acknowledges that the Supplier may co-operate with the police and any

other relevant authorities or other telecommunications operators in connection with

any misuse or suspected misuse of the Service or other telecommunications services

and the Customer consents to the Supplier providing such cooperation.

12. FAULTS

12.1 The Customer shall notify any faults with the Services to the Supplier as soon as

reasonably practicable and in any event within 48 hours of becoming aware of the fault.

If no faults are reported within that period, then the Supplier shall be entitled to

assume that Services are fault free at that point. Subject to the Service Levels agreed

between the parties, the Supplier will use its commercially appropriate reasonable

endeavours to either correct the fault or to make arrangements for the fault to be

corrected by an appropriate third party.

12.2 If applicable, the Supplier will carry out work to correct a fault reported by the

Customer or which the Supplier deems necessary by appointment during normal

working hours which are 9.00 am to 5.00 pm Mondays to Fridays excluding Bank or

other Public Holidays. If the Customer requires work outside of these hours it will pay

any charges which the Supplier may charge in accordance with its usual.

12.3 The Supplier reserves the right to charge the Customer for any costs incurred in carrying

out any maintenance or repair work which the Supplier considers (in its absolute

discretion) unnecessary or where the Supplier does not find any fault in the Services or

the fault was caused by an action or omission of the Customer.

13. ALTERATIONS TO THE SERVICES

13.1 If the Supplier has to alter the Services as a result of regulatory or technical changes, the

Customer will be responsible for any changes needed to the Customer Equipment;

13.2 The Supplier may replace the Supplier Equipment or alter any telephone number or any

other code or number allocated by the Supplier in connection with the Services.

13.3 The Customer may request the relocation of any Connection Point within the

Customer’s premises or the installation of additional Exchange Lines at the Customer’s

Premises but any such change will be at the Supplier’s absolute discretion. If the

Supplier agrees to a change, the Customer shall pay any relevant additional Charges and

any other costs or expenses incurred by the Supplier.

14. INDEMNITY

14.1 The Customer shall indemnify and keep indemnified the Supplier against all costs

(including the costs of enforcement) expenses, liabilities (including any tax liability),

injuries, losses, damages (including damage to or loss or theft of the Supplier

Equipment) claims, demands or legal costs (on a full indemnity basis) and judgements

which the Supplier suffers or incurs from or in any way connected with any use of the

Services and/or Goods in breach of this Contract or in connection with the misuse of the

Supplier Equipment or Customer Equipment by the Customer, its officers, employees or

agents.

14.2 Without limitation to clause 14.1, the Customer will indemnify the Supplier against all

third party claims for infringement of copyright or other intellectual property rights

which may arise in respect of the Customer’s use of any of the Services including but

not limited to the use of or dealings with any software provided by the Supplier to the

Customer.

15. CHARGES AND PAYMENT

15.1 The Charges for the Services shall be as set out in the relevant Charges Sheet and Tariff

Sheet relating to the supply of Fixed Line and SIP Trunks Services, Phone Systems

Services, Broadband and EFM, Leased Lines and Fibre Optic Network Connection

Services, Mobile Services, IT Maintenance Services or Cloud Services, or other Services

proved to the Customer as applicable.

15.2 The Supplier reserves the right to reasonably increase the Charges provided that such

Charges from time to time. The Supplier will give the Customer written notice of any

such increase 30 days before the proposed date of the increase.

15.3 The Customer shall be liable for all Charges from the Start Date whether or not it makes

use (whether in part or in full) of the Good and/or the Services from the Start Date.

15.4 Any Services which are supplied on an unlimited basis are supplied subject to the

Supplier’s Fair Usage Policy. Where the Customer’s use falls outside of the Fair Usage

Policy, the Customer shall be liable for any further charges and costs for any additional

use in addition to the Charges at such rates as are set out in the Tariff Sheet and/or the

Charges Sheet.

15.5 The Customer acknowledges and confirms that it may not be notified in real time when

it has breached the Fair Usage Policy and that the Customer shall take responsibility for

monitoring its own usage of data and/or calls in respect of its use of the Services

15.6 Subject to clause 15.8, the Customer shall pay each invoice submitted by the Supplier:

15.6.1 within 7 days of the date of the invoice; and

15.6.2 in full and in cleared funds to a bank account nominated in writing by the

Supplier, and time for payment shall be of the essence for the Contract.

15.7 The Supplier reserves the right to require that payment of the Charges is made by direct

debit as a condition to the commencement or continuing supply of the Services and to

charge an administration charge for payments made by the Customer other than by

direct debit.

15.8 Unless agreed otherwise in writing between the parties, in respect of a single or ‘oneoff’

purchase of Goods and/or Services, the Customer shall pay all Charges for such

Goods and/or Services immediately before receiving such Goods and/or Services.

15.9 Where the Supplier disconnects the Customer from the Services as a result of the

Customer’s breach of any Contract between the parties, then the Customer may be

liable to a disconnection and/or reconnection fee which will be notified to the Customer

and payable immediately.

15.10 The Supplier reserves the right to make a reasonable charge where the Customer

requests that invoices are sent in a form other than by means of electronic invoicing.

15.11 An invoice raised and the Charges referred to shall be deemed accepted by the

Customer if no query is raised within 30 days of the date of the invoice.

15.12 It is the Customer’s responsibility to notify the Supplier of any changes to the invoicing

information of the Customer.

15.13 All amounts payable by the Customer under the Contract are exclusive of amounts in

respect of value added tax chargeable for the time being (VAT). Where any taxable

supply for VAT purposes is made under the Contract by the Supplier to the Customer,

the Customer shall, on receipt of a valid VAT invoice from the Supplier, pay to the

Supplier such additional amounts in respect of VAT as are chargeable on the supply of

the Services at the same time as payment is due for the supply of the Services.

15.14 If the Customer fails to make any payment due to the Supplier under the Contract by

the due date for payment, then the Customer shall pay (a) an additional administration

charge at the prevailing rate and (b) interest on the overdue amount at the rate of 3%

per cent per annum above Barclays Bank Plc's base rate from time to time. Such

interest shall accrue on a daily basis from the due date until actual payment of the

overdue amount, whether before or after judgment. The Customer shall pay the

interest together with the overdue amount.

15.15 The Supplier, at its discretion, may appoint a debt collection agency to collect amounts

owing from the Customer to the Supplier. The Customer agrees to reimburse the

Supplier for all reasonable costs that the Supplier incurs in enforcing its collection of

the Customer’s unpaid amounts owed pursuant to any Contract, including debt

collection agency fees, reasonable legal fees and court costs.

15.16 The Customer shall pay all amounts due under the Contract in full without any set-off,

counterclaim, deduction or withholding (except for any deduction or withholding

required by law). The Supplier may at any time, without limiting its other rights or

remedies, set off any amount owing to it by the Customer against any amount payable

by the Supplier to the Customer.

15.17 Save as a result of the Supplier’s negligence, the Customer shall be liable for all Charges

incurred as part of the Services, whether or not incurred by the Customer or a third

party and whether or not incurred with or without the permission or knowledge of the

Customer.

16. SECURITY DEPOSITS

16.1 The Supplier may request a security deposit from the Customer:

16.1.1 before connecting the Customer to the Network/Supplier Equipment or

providing any other Goods and/or Services;

16.1.2 if as a result of a breach of the Contract, the Supplier suspends the Services,

before recommencing the supply of the Services;

16.1.3 if at any time the Customer exceeds the Customer’s average monthly spending

pattern for any specific aspect of the Charges; or

16.1.4 if at any time the Customer breaches the Fair Usage Policy; or

16.1.5 before supplying any additional Goods and/or Services.

16.2 Where a security deposit has been requested by the Supplier, the Supplier reserves the

right to suspend or restrict the provision of the Goods and/or Services until such time as

the Customer has complied with the request.

16.3 If the Customer has paid a security deposit the Supplier may retain this for all or part of

the term of the Contract and shall be entitled to use any part or all of the security

deposit to satisfy any outstanding or anticipated Charges.

17. INTELLECTUAL PROPERTY RIGHTS

17.1 All Intellectual Property Rights in or arising out of or in connection with the Goods

and/or Services shall be owned by the Supplier.

17.2 The Customer acknowledges that, in respect of any third party Intellectual Property

Rights, the Customer's use of any such Intellectual Property Rights is conditional on the

Supplier obtaining a written licence from the relevant licensor on such terms as will

entitle the Supplier to license such rights to the Customer.

18. CONFIDENTIALITY

A party (receiving party) shall keep in strict confidence all technical or commercial know-how,

specifications, inventions, processes or initiatives which are of a confidential nature and have

been disclosed to the receiving party by the other party (disclosing party), its employees,

agents or subcontractors, and any other confidential information concerning the disclosing

party's business, its products and services which the receiving party may obtain. The receiving

party shall only disclose such confidential information to those of its employees, agents and

subcontractors who need to know it for the purpose of discharging the receiving party's

obligations under the Contract, and shall ensure that such employees, agents and

subcontractors comply with the obligation set out in this clause 18 as though they were a

party to the Contract. The receiving party may also disclose such of the disclosing party's

confidential information as is required to be disclosed by law, any governmental or regulatory

authority or by a court of competent jurisdiction. This clause 18 shall survive termination of

the Contract.

19. DATA PROTECTION

19.1 The Supplier may monitor and record calls relating to customer services and

telemarketing. The Supplier does this for training purposes and to improve the quality

of its services.

19.2 The Supplier may contact the Customer before, during and after the term of the

Contract in order to administer, evaluate, develop and maintain the Services.

19.3 The Supplier operates in accordance with the Data Protection Act 1998. The Customer

is also required to comply with all data protection legislation. In addition, the Customer

must maintain all required registrations, including those reasonably requested by the

Supplier to enable it to process the Customer’s personal data in connection with the

Supplier’s performance of its obligations under the Contract.

19.4 By registering for the Goods and/or Services the Customer consents to the Supplier

using and/or disclosing the Customer’s personal information for the following purposes:

19.4.1 processing the Customer’s application (which may involve credit checking by a

licensed credit reference agency who may record that a credit check has been

made and disclosing certain personal and account details to a bank for the

purposes of setting up a direct debit account);

19.4.2 providing or arranging for third parties to provide customer care/help desk

facilities and billing the Customer for the Services (which may involve disclosing

the Customer’s information to third parties solely for those purposes).

19.4.3 to maintain quality and for training purposes, the Supplier may monitor and

record telephone conversations with the Customer.

19.4.4 to inform the Customer about other products or services from the Supplier,

unless the Customer opted out during the application process or the Customer

notifies customer services in writing, signifying that it does not wish to receive

this information from the Supplier.

19.4.5 to disclose all or part of the Customer’s personal data to a regulator (i.e. Ofcom,

the Information Commissioner Office), a court, or to a public body to comply

with any regulatory, government or legal requirement.

19.4.6 to communicate information that describes the habits or usage patterns and/or

demographics of the whole or a part of the Supplier’s customer base but which

is anonymous and does not describe or reveal the identity of any particular

customer to any third party.

19.5 The Supplier shall be entitled to make the Customer’s name, address and telephone

number available to the emergency services.

20. WARRANTIES AND LIMITATION OF LIABILITY: THE CUSTOMER'S ATTENTION IS

PARTICULARLY DRAWN TO THIS CLAUSE

The Supplier warrants to the Customer that any Services will be provided using reasonable

care and skill and, as far as reasonably possible and at the intervals and within the times

referred to in the relevant Contract. Where the Supplier supplies in connection with the

provision of Services any goods supplied by a third party, the Supplier does not give any

warranty, guarantee or other term as to their quality, fitness for purpose or otherwise, but

shall, where possible, assign to the Customer the benefit of any warranty, guarantee or

indemnity given by the person supplying the Goods to the Supplier.

20.1 Nothing in these General Conditions shall limit or exclude the Supplier's liability for:

20.1.1 death or personal injury caused by its negligence, or the negligence of its

employees, agents or subcontractors;

20.1.2 fraud or fraudulent misrepresentation; or

20.1.3 breach of the terms implied by section 2 of the Supply of Goods and Services

Act 1982 (title and quiet possession).

20.2 Subject to clause 20.1:

20.2.1 the Supplier shall under no circumstances whatever be liable to the Customer,

whether in contract, tort (including negligence), breach of statutory duty, or

otherwise, for any loss of profit, loss of use, loss of anticipated savings loss or

corruption of data or any indirect or consequential loss arising under or in

connection with the Contract;

20.2.2 the Supplier shall have no liability to the Customer for any loss, damage, costs,

expenses or other claims for compensation arising from any instructions

supplied by the Customer which are incomplete, incorrect, inaccurate, illegible,

out of sequence or in the wrong form, or arising from their late arrival or nonarrival,

or any other fault of the Customer;

20.2.3 the Supplier shall not be liable or responsible in any way to the Customer where

any fault, maintenance or support of any Services and/or Goods are the

responsibility of a third party (such as a network provider); and

20.2.4 the Supplier's total liability to the Customer in respect of all other losses arising

under or in connection with the Contract, whether in contract, tort (including

negligence), breach of statutory duty, or otherwise, shall in no circumstances

exceed the Charges for the previous 6 month period.

20.3 The terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982 are,

to the fullest extent permitted by law, excluded from the Contract.

20.4 This clause 20 shall survive termination of the Contract.

21. TERMINATION

21.1 The initial fixed term of any Contract shall be the Minimum Period. If the Contract is not

terminated in accordance with the notice provisions in the Contract, then the Contract

shall continue for a 12 month period from the expiry of the Minimum Period and for

subsequent 12 month periods upon every subsequent anniversary of the Minimum

Period (each 12 month period being a Subsequent Period).

21.2 Without limiting its other rights or remedies, either party may terminate the Contract

by giving the other party not less than 90 days’ written notice to expire at the end of the

Minimum Period or any Subsequent Period.

21.3 The Customer may terminate the Contract at any time on 90 days’ written notice to the

Supplier save that the Customer shall be liable to pay to the Supplier any Charges for

the remaining part of the Minimum Period or (subject to the remainder of this clause

21.3) a Subsequent Period (as the case may be) for the period between the date of

termination and the end of the Minimum Period or Subsequent Period.

21.4 Where a Customer is a Small Business Customer:

21.4.1 the Small Business Customer may, prior to the Start Date, request in writing to

the Supplier to be offered a Contract which shall have a maximum initial term of

12 months, however, the Customer acknowledges that the Charges may be

significantly different for such Contract and that any other advertised or

promoted offers may not be available for such Contract.

21.5 Without limiting its other rights or remedies, the Supplier may terminate the Contract

with immediate effect by giving written notice to the Customer if:

21.5.1 the Customer commits a material breach of any term of the Contract and (if

such a breach is remediable) fails to remedy that breach within 14 days of that

party being notified in writing to do so;

21.5.2 the Customer suspends, or threatens to suspend, payment of its debts or is

unable to pay its debts as they fall due or admits inability to pay its debts or

(being a company or limited liability partnership) 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 meaning of section 268 of the

Insolvency Act 1986 or (being a partnership) has any partner to whom any of

the foregoing apply;

21.5.3 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;

21.5.4 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 (being a company)

other than for the sole purpose of a scheme for a solvent amalgamation of that

other party with one or more other companies or the solvent reconstruction of

the Customer;

21.5.5 the Customer (being an individual) is the subject of a bankruptcy petition or

order;

21.5.6 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;

21.5.7 an application is made to court, or an order is made, for the appointment of an

administrator or if a notice of intention to appoint an administrator is given or if

an administrator is appointed over the Customer (being a company);

21.5.8 the holder of a qualifying floating charge over the assets of the Customer (being

a company) has become entitled to appoint or has appointed an administrative

receiver;

21.5.9 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;

21.5.10 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 21.5.2 to clause 21.5.9 (inclusive);

21.5.11 the Customer suspends or ceases, or threatens to suspend or cease, to carry on

all or a substantial part of its business;

21.5.12 the Customer’s financial position deteriorates to such an extent that in the

Supplier's opinion the Customer's capability to adequately fulfil its obligations

under the Contract has been placed in jeopardy; or

21.5.13 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.

21.6 Without limiting its other rights or remedies, the Supplier may terminate the Contract

with immediate effect by giving written notice to the Customer if the Customer fails to

pay any amount due under this Contract on the due date for payment and fails to pay

all outstanding amounts within 7 days after being notified in writing to do so.

21.7 Without limiting its other rights or remedies, the Supplier may suspend provision of the

Good and/or Services under the Contract or any other contract between the Customer

and the Supplier if the Customer becomes subject to any of the events listed in clause

21.5.2 to clause 21.5.13, or the Supplier reasonably believes that the Customer is about

to become subject to any of them, or if the Customer fails to pay any amount due under

this Contract on the due date for payment.

22. CONSEQUENCES OF TERMINATION

On termination of the Contract for any reason:

22.1 the Customer shall be liable for all outstanding Charges (including but not limited to any

interest or disbursements due) including in respect of the remaining term of either the

Minimum Period or Subsequent Period;

22.2 the Customer shall immediately pay to the Supplier all of the Supplier's outstanding

unpaid invoices and interest and, in respect of Good and/or Services supplied but for

which no invoice has been submitted, the Supplier shall submit an invoice, which shall

be payable by the Customer immediately on receipt;

22.3 in the event that the Contract is terminated before the expiry of a Minimum Period or a

Subsequent Period then the Supplier reserves the right to further charge and the

Customer shall be liable for any such additional charges/costs including but not limited

to:

22.3.1 costs that were originally borne by the Supplier (such as costs relating to the

connection of the relevant Services or any equipment provided such as routers

or mobile handsets);

22.3.2 an amount equal to a genuine pre-estimate of loss of profit in respect of such

Contract suffered by the Supplier as a result of such early termination.

22.4 the Customer shall provide all reasonable assistance and access to the Customer’s

premises to enable the Supplier to retrieve the Supplier Equipment at a time and in a

manner requested by the Supplier. If the Customer fails to do so, then the Supplier may

enter the Customer's premises and take possession of them. Until they have been

returned, the Customer shall be solely responsible for their safe keeping and will not

use them for any purpose not connected with this Contract;

22.5 the accrued rights, remedies, obligations and liabilities of the parties as at expiry or

termination shall be unaffected, including the right to claim damages in respect of any

breach of the Contract which existed at or before the date of termination or expiry; and

22.6 clauses which expressly or by implication survive termination shall continue in full force

and effect.

23. FORCE MAJEURE

23.1 For the purposes of this Contract, Force Majeure Event means an event beyond the

reasonable control of the Supplier including but not limited to strikes, lock-outs or other

industrial disputes (whether involving the workforce of the Supplier 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 governmental order, rule, regulation or

direction, accident, breakdown of plant or machinery, fire, flood, storm or default of

suppliers or subcontractors.

23.2 The Supplier shall not be liable to the Customer as a result of any delay or failure to

perform its obligations under this Contract as a result of a Force Majeure Event.

23.3 If the Force Majeure Event prevents the Supplier from providing any of the Services for

more than 12 weeks, the Supplier shall, without limiting its other rights or remedies,

have the right to terminate this Contract immediately by giving written notice to the

Customer.

24. GENERAL

24.1 Conflict between General Conditions and Specific Conditions

If there is an inconsistency between any of the provisions of these General Conditions

and the provisions of the Specific Conditions, the provisions of the Specific Conditions

shall prevail as between the parties.

24.2 Business users only

The Goods and/or Services provided are solely for business users and are not aimed at

consumers and the Customer warrants that any use of the Goods and/or Services shall

be for business use only.

24.3 Assignment and other dealings

24.3.1 The Supplier may at any time assign, transfer, mortgage, charge, subcontract or

deal in any other manner with all or any of its rights under the Contract and

may subcontract or delegate in any manner any or all of its obligations under

the Contract to any third party or agent.

24.3.2 The Customer shall not, without the prior written consent of the Supplier,

assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in

any other manner with any or all of its rights or obligations under the Contract.

24.4 The Contract constitutes the entire agreement between the parties, supersedes any

previous agreement or understanding and may not be varied except in writing between

the parties. All other terms, express or implied by statute or otherwise, are excluded to

the fullest extent permitted by law.

24.5 Notices

24.5.1 Any notice or other communication given to a party under or in connection with

the Contract shall be in writing, addressed to that party at its registered office

(if it is a company) or its principal place of business (in any other case) or such

other address as that party may have specified to the other party in writing in

accordance with this clause, and shall be delivered personally, sent by pre-paid

first class post or other next working day delivery service, commercial courier,

fax or email.

24.5.2 Unless otherwise notified in writing from the Supplier to the Customer, the

email address for the Supplier for the purposes of this clause 24.5 shall be:

support@elitetechgroup.co.uk

24.5.3 A notice or other communication shall be deemed to have been received: if

delivered personally, when left at the address referred to in clause 24.5.1; if

sent by pre-paid first class post or other next working day delivery service, at

9.00 am on the second Business Day after posting; if delivered by commercial

courier, on the date and at the time that the courier's delivery receipt is signed;

or, if sent by fax or email, one Business Day after transmission.

24.5.4 The provisions of this clause shall not apply to the service of any proceedings or