Full terms and conditions for provision of fixed line communication services provided by Cellular Solutions Network Services Ltd

Part 1 – General definitions

ADSL Asymmetric digital subscriber line; meaning that upload and download speeds are different.
Agreement This Agreement, along with any amendment Agreements and Amendment Notices that are in force as applicable.
Amendment Notice A document that sets out a change to this Agreement that is submitted from Cellular Solutions Network Services Ltd to Customer that does not require the signature of either Party.
Analogue Fixed Line Connection A PSTN line that enables circuit switch calls using an analogue transmission mode.
Authorised Person(s) The named contact(s), acting through or nominated by a statutory director, who has been authorised to receive notices of acceptance or rejection of an Order, as notified to Cellular Solutions Network Services Ltd by Customer in writing, from time to time.
Business Broadband The supply by Cellular Solutions Network Services Ltd of a Data Fixed Line Connection that enables data usage over an Analogue Fixed Line Connection.
BT British Telecommunications PLC whose registered office is 81 Newgate
Street, London, EC1A 7AJ company number 01800000.
Call A signal, message or communication that can be silent, visual or spoken.
Calls & Line Rental The supply by Cellular Solutions Network Services Ltd of an Analogue Fixed Line Connection or a Digital Fixed Line Connection with supply of Calls over such connection.
Charge all fees payable by Customer for use of the Services at the rates set out in this Agreement or if not specified then at Cellular Solutions Network Services Ltd's Standard List Prices.
Commencement Date The date that the Agreement shall commence.
Connection Fee The fee payable by Customer to Cellular Solutions Network Services Ltd for enabling the Fixed Line Solutions Product(s) for use on the Fixed Line Network.
Content Digitally stored and transmitted material such as text, pictures, images, audio, video, games, graphics, software (desirable or undesirable) or services incorporating any of these things.
Contract Term The minimum term specified on the Order Form. The Contract Term shall be automatically extended so that it covers the Term per Connection of the last Connection added under this Agreement.
CPS Carrier pre selection; technology used to transfer calls from the Fixed Line Network Provider's Fixed Line Network to another Fixed Line Network.
Customer's Group Customer's parent company and any company in which Customer's parent company holds, directly or indirectly, 50% or more of its issued share capital or has the right to exercise, directly or indirectly 50% or more of the voting rights.
Customer Site The place at where Cellular Solutions Network Services Ltd agree to supply the Fixed Line Solutions Product to Customer enabling service subject to availability.
Data Protection Legislation The Data Protection Act 1998 and the Privacy and Electronic Communications (EC Directive) Regulations 2003, any amendments or replacements to them, and any other legislation implementing Directive 95/46/EC 2002/58/EC
Delivery Note The document provided by Cellular Solutions Network Services Ltd setting out relevant Equipment dispatch information.
Digital Fixed Line Connection Either an ISDN2 connection or ISDN30 line as applicable.
Effective Date The date that each individual Fixed Line Connection commences which shall be the date of activation by Cellular Solutions Network Services Ltd.
End User a person using a Service, who is an employee of Customer.
Equipment Any tangible material supplied by Cellular Solutions Network Services Ltd to Customer.
Equipment Fee Fees payable by Customer to Cellular Solutions Network Services Ltd for Equipment that is supplied to Customer by Cellular Solutions Network Services Ltd.
Fixed Line Connection A Fixed Line Broadband Connection, Analogue Fixed Line Connection or Digital Fixed Line Connection as applicable.
Fixed Line Network The fixed line telecommunication systems utilised by Cellular Solutions Network Services Ltd in providing the Products.
Fixed Line Network Provider The company acting on Cellular Solutions Network Services Ltd's behalf and selected by Cellular Solutions Network Services Ltd as the Network supplier of the Fixed Line Solutions Product. This shall be an entity, authority or enterprise which (i) is empowered to own/lease and operate telecommunications circuits or other capacities and to lease these circuits or capacities to parties such as Cellular Solutions Network Services Ltd and Customer and/or (ii) is empowered with the administrative or jurisdictional powers necessary for regulating the telecommunications market.
Insolvency Event A Party shall be treated as being insolvent in the event that such Party:
(a) is unable to pay its debts (within the meaning of Section 123 of the
Insolvency Act 1986); or
(b) makes or offers to make any arrangement or composition with any one or
more of its creditors; or
(c) commits any act of bankruptcy or if any petition or receiving order in
bankruptcy is presented or made against it; or
(d) any resolution or petition to wind up it up (being a limited company) is issued
or passed or presented otherwise than for reconstruction or amalgamation; or
(e) has had a receiver appointed to it.
Line Rental Fee The monthly or other periodic fee payable by Customer for use of the Services.
Non Geographic Numbers A number provided for the purpose of receiving inbound calls terminated up to a CLI UK phone number.
NTP Network termination point; the point at which a Customer's equipment connects to the Fixed Line Network that is installed by a Fixed Line Network Provider.
OFCOM The UK communications industry regulator appointed and empowered under the provisions of the Communications Act 2003, or any appointment that replaces it.
Order A request made by Customer for Cellular Solutions Network Services Ltd to supply Equipment or Services.
Order Acceptance The time that an Accepted Order is communicated to Customer as being accepted by Cellular Solutions Network Services Ltd.
Order Form The order form set out on the first page of this Agreement.
Party Customer and Cellular Solutions Network Services Ltd
Redcare Service means the "Redcare" alarm monitoring service made available by BT.
Standard List Price(s) Cellular Solutions Network Services Ltd's standard unsubsidised Charges for Services and Equipment as: (1) set out on any Cellular Solutions Network Services Ltd Website; and/or (2) advised to Customer by Cellular Solutions Network Services Ltd; and/or (3) as are available on request from Cellular Solutions Network Services Ltd, as amended by Cellular Solutions Network Services Ltd from time to time.
Telecommunications Operator or Telco An entity, authority or enterprise which (i) is empowered to own/lease and operate telecommunications circuits or other capacities and to lease these circuits or capacities to parties such as Cellular Solutions Network Services Ltd and Customer.
Term Per Connection The minimum period of time to which Customer shall commit to receiving the fixed line Product for each Fixed Line Connection which shall be a minimum period of 24 months from the Effective Date unless set out otherwise within this Agreement.
Termination Date The date on which any notice of termination of the Agreement served by either Party takes effect.
The Act The Communications Act 2003 and amendments to it that may be made from time to time. Cellular Solutions Network Services Ltd The organisation listed on the signature page of this Agreement.
Cellular Solutions Network Services Ltd Cellular Solutions Network Services Ltd and any company in which Cellular Solutions Network Services Ltd holds, directly or indirectly, 50% or more of its issued share capital or has the right to exercise, directly or indirectly 50% or more of the voting rights.

Part 2 General Terms and Conditions

1.1. Cellular Solutions Network Services Ltd undertakes to provide Customer with the Services detailed on the Agreement and in all other supporting documents that relate to the Agreement.
1.2. This Agreement provides a framework setting out the terms and conditions under which the Customer is able to order Services from Cellular Solutions Network Services Ltd. The ordering and supply of Services under this Agreement will be authorised by, and commence under Order Forms signed by Customer and approved by Cellular Solutions Network Services Ltd. Where the Customer wishes to order Services, Cellular Solutions Network Services Ltd and the Customer will execute an Order Form. When the Order Form is signed by Customer and approved by Cellular Solutions Network Services Ltd, it will form a binding contract between Cellular Solutions Network Services Ltd and the Customer, incorporating the Terms and Conditions of this Agreement.
1.3. Cellular Solutions Network Services Ltd undertakes to exercise appropriate care in the provision, operation and maintenance of the Service(s).

2. Products and Services
2.1. The products and services covered by this Agreement include, but are not limited to, low cost calls, low cost Calls & Line Rental, business numbers, and data connectivity (together "the Services"). For the avoidance of doubt the Fixed Line Connection provided by Cellular Solutions Network Services Ltd has the facility to support the Redcare Service, however, Cellular Solutions Network Services Ltd does not provide the Redcare Service and Customer will need to arrange for provision of the Redcare Service from its existing service provider. Cellular Solutions Network Services Ltd shall have no liability whatsoever in relation to the provision of the Redcare Service.
2.2. Subject to payment of the applicable Charges, Cellular Solutions Network Services Ltd may provide a Line Safe Service to the Customer whereby if the Customer experiences a line fault in relation to numbers registered on their account and provided that Cellular Solutions Network Services Ltd bill the line rental, Cellular Solutions Network Services Ltd will:
2.2.1. log each call received by Cellular Solutions Network Services Ltd from the Customer with Openreach; and
2.2.2. cover the cost of call out charges generated by the attendance of an Openreach engineer to the Customer's Site when it becomes evident that the fault is not related to Openreach's network or infrastructure where most commonly in this instance the fault relates to Customer own wiring or equipment.
2.3. The Charges for the Line Safe Service will be in accordance with Clause 10. The number of lines per telephone number will be calculated by the number of live lines associated to the service/telephone number where the line rental is billed by Cellular Solutions Network Services Ltd.
2.4. The Customer acknowledges and agrees that the Line Safe Service will not cover the following costs and charges:
2.4.1. Charges for missed appointments where an Openreach engineer has attended site and has not been able to gain access for any reason and this may relate to a line fault or provision of new and additional service; or
2.4.2. any Openreach engineering call out charges in relation to the provision or rearrangement of new or existing services; or
2.4.3. any charges in relation to broadband faults and broadband SFI engineering visits; or
2.4.4. any call out charges related to line faults and will not cover call out charges related to telephone systems and / or telephony equipment; or
2.4.5. any Openreach engineering charges in relation to malicious or accidental damage caused to Openreach's network or infrastructure by the Customer or any third party, and the Customer will be responsible for all such costs and charges
2.5. The Customer is entitled to make a maximum of 2 legitimate claims in any calendar year.

3. Term
3.1. The Agreement will commence on the date that the services are made available, and, subject to the provisions for earlier termination set out in clause 11, shall continue for the Contract Term mentioned in the Agreement and thereafter unless and until terminated by the Customer or Cellular Solutions Network Services Ltd giving 90 days written notice to the other. The terms of the Agreement will continue to be applicable until such a time as all products stated agreement periods have lapsed. All additional Line Rental Transfers or new installations will automatically enter into a new 24 month agreement with Cellular Solutions Network Services Ltd.
3.2. Cellular Solutions Network Services Ltd is not the owner of the Fixed Line Network and therefore where a Fixed Line Network Provider increases its charges Cellular Solutions Network Services Ltd reserves the right to alter Cellular Solutions Network Services Ltd's usage charges from time to time.
Such changes shall be proportionate to any increase imposed by the Fixed Line Network Provider and shall apply on written notification to Customer
3.3. Cellular Solutions Network Services Ltd and Customer agree to be bound by the terms and conditions of the Agreement.
3.4. All handwritten or manuscript additions, deletions or amendments to the Agreement shall not apply and shall not form part of the Agreement.

4. Use of Services
4.1. Customer apparatus shall at all times conform to the relevant standard or standards designated under The Act and Cellular Solutions Network Services Ltd shall not be under any obligation to connect or keep connected any Customer apparatus if it does not conform or if, in the reasonable opinion of Cellular Solutions Network Services Ltd, it is liable to cause death, personal
injury, damage to or impair the quality of any services provided by Cellular Solutions Network Services Ltd. Cellular Solutions Network Services Ltd shall, free of charge, confirm whether or not Customer's apparatus is compatible.
4.2. The Customer undertakes to use the Services in accordance with The Act and any license granted there under. Without limitation the Customer undertakes to use its reasonable endeavours to ensure that it or any other End User does not use the Service(s):
4.2.1. as a means of communication for a purpose other than that for which the Service(s) are provided;
4.2.2. for the transmission of any material which is abusive, improper, immoral, offensive or illegal;
4.2.3. for or in connection with any fraudulent, illegal or criminal purposes;
4.2.4. to make calls that in Cellular Solutions Network Services Ltd's reasonable opinion are a nuisance, hoax, menacing, indecent, racist, obscene or defamatory;
4.2.5. unlawfully or fraudulently breach any relevant regulations or legislation.
4.3. The Customer shall not assign or delegate or otherwise deal with all or any of its rights and obligations under this Agreement without Cellular Solutions Network Services Ltd's prior written consent (such consent will not
be unreasonably withheld).
4.4. In the event that the Customer or End Users use the service to access the internet, other data networks, web sites or other resources Customer shall be responsible for all charges that result and such access shall be at the Customer's own risk.

5. Fixed Line Solutions
5.1. Cellular Solutions Network Services Ltd shall not be liable for any anticipated savings not realised by Customer as a consequence of switching to Cellular Solutions Network Services Ltd from another Telecommunications Operator.
5.2. In order to ensure the efficient provision of the Services Cellular Solutions Network Services Ltd or a Fixed Line Network Provider may need to carry out routine and/or emergency maintenance on the Fixed Line Network. Cellular Solutions Network Services Ltd shall perform any routine or emergency maintenance as required and shall, where possible use, all reasonable efforts to provide notice to Customer of such maintenance, as such maintenance may limit or suspend the availability of the Services to Customer.
5.3. The following conditions apply in relation to the supply of Fixed Line Equipment and installation:
5.3.1. Any Fixed Line Equipment provided under this Agreement that is not purchased by the Customer or an End User shall remain the property of Cellular Solutions Network Services Ltd or the relevant Fixed Line Network Provider.
5.3.2. If Customer site is situated upon, or in land, not owned by Customer then Customer shall ensure that it has permission from any third party for a Service to install equipment required as part of providing the Fixed Line Solution Product including compliance with any planning permission requirements.
5.3.3. Customer shall provide suitable place and conditions for fixed line equipment installation including NTP'S as required.
5.3.4. Only persons authorised by the Fixed Line Network Provider may add to, modify, or alter in anyway fixed line equipment provided by the Fixed Line Network Provider. Customer shall be liable for any loss or damage to fixed line equipment provided by a Fixed Line Network Provider except where such loss or damage is due to reasonable wear and tear, or is caused by the Fixed Line Network Provider.
5.3.5. Customer shall not harm the Fixed Line Network or any other fixed line equipment, and shall use all fixed line equipment in line with any relevant instructions, standards or laws.
5.3.6. The Customer shall ensure that fixed line equipment shall only be connected to the Fixed Line Network using an approved NTP. Cellular Solutions Network Services Ltd shall, on request, advise Customer which NTP's are approved.
5.3.7. If Customer cancels any installation work that has been ordered Customer shall be liable for the total cost of such Order.
5.3.8. Customer shall ensure that any person attending Customers site from Cellular Solutions Network Services Ltd or on behalf of Cellular Solutions Network Services Ltd have a safe and suitable working environment
5.3.9. Where, for the purposes of fulfilling Cellular Solutions Network Services Ltd's obligations under this Agreement, Cellular Solutions Network Services Ltd requires entrance to the Customer's premises Customer shall not unreasonably withhold entrance.
5.3.10. If a third party's permission to cross or put a Fixed Line Network Provider's telecommunication apparatus on Customer's premises is required, Customer shall obtain such consent and pass it to Cellular Solutions Network Services Ltd.
5.4. Where Customer elects to receive and Cellular Solutions Network Services Ltd supplies Business Broadband this clause 5.4 shall apply and Cellular Solutions Network Services Ltd shall:
5.4.1. use all reasonable efforts to secure domain names and assign internet address space (subject to reasonable availability) for the benefit of Customer during the term of this Agreement; and
5.4.2. not guarantee that Customer's domain name(s) or internet address space does not infringe any trademarks, trade names, service marks or other proprietary rights owned by a third party; and
5.4.3. have no liability or responsibility for the failure of Customer to receive the internet address space requested or for any infringement of domain names of the proprietary rights of third parties by Customers; and
5.4.4. have no liability or responsibility for the content of any communications transmitted by Customer; and
5.4.5. have no liability or responsibility for the content and security of the Internet.
5.5. Customer shall:
5.5.1. be solely responsible for any fees relating to internet address space and shall comply with any legal, technical, administrative, billing or other requirements imposed for the relevant domain names if Customer changes to another network operator. Customer shall not have the right to route internet address space; and
5.5.2. not use Business Broadband to violate any applicable law, rule or regulation or send any obscene or defamatory material; and
5.5.3. not send material that contains any content that infringes the rights of others, including without limitation, any copyright, patent, trademark, trade secret, privacy or proprietary right; and
5.5.4. be responsible for implementing any desired security mechanisms.
5.6. The Customer shall be responsible for the safe custody and safe use of the Services and any related equipment after installation of the Service and in particular the Customer undertakes:
5.6.1. not to allow any attachments other that those approved for connection under The Act to be connected to the Services.
5.6.2. not to contravene The Act or any other relevant regulations or licences.
5.6.3. not to do anything nor to allow to subsist any circumstance, matter or thing which is likely to damage the apparatus or detract from or impair its performance or operation; and
5.6.4. to permit Cellular Solutions Network Services Ltd to inspect or test the apparatus remotely or otherwise at such times as may be agreed between the parties, such agreement not to be unreasonably withheld or delayed.
5.7. For all Services that Cellular Solutions Network Services Ltd supplies to Customer under this Agreement Customer shall route all fixed line traffic via Cellular Solutions Network Services Ltd exclusively unless otherwise agreed by Cellular Solutions Network Services Ltd. If the Customer does re-route fixed line traffic, Cellular Solutions Network Services Ltd shall not be responsible for Charges in respect of such re-routed traffic from the relevant Fixed Line Network provider to Customer and such re-routing shall constitute a material breach of this Agreement.
5.8. Business Broadband shall only be provided on Analogue Fixed Line Connections that have been installed and are in active use.
5.9. If Customer selects Business Broadband that utilises ADSL technology the Line Rental Fee for the Analogue Fixed Line Connection shall not be included in the Line Rental Fee for the Business Broadband Connection.
5.10. If Customer selects Business Broadband that utilises SDSL technology the Line Rental Fee for the Analogue Fixed Line Connection shall be included in the Line Rental for the Business Broadband Connection.
5.11. Customer shall ensure it has fulfilled the terms of any contracts entered into with incumbent suppliers. Cellular Solutions Network Services Ltd shall not be liable for any early termination fees incurred by Customer as a result of moving fixed line services to Cellular Solutions Network Services Ltd from such suppliers.
5.12. The following Services shall only be provided on lines originally installed by BT, or installed by BT on behalf of a Telecommunications Operator: Carrier Pre Selection from Cellular Solutions Network Services Ltd, Calls and Line Rental from Cellular Solutions Network Services Ltd, Business Broadband from Cellular Solutions Network Services Ltd. Where a BT line does not exist Cellular Solutions Network Services Ltd can arrange for the necessary line to be installed as part of the Calls and Line Rental Product options.
5.13. Cellular Solutions Network Services Ltd shall only supply the Services subject to site survey and Fixed Line Network availability.

6. Access to premises and provision of information
6.1. The Customer shall provide Cellular Solutions Network Services Ltd with all reasonable information as is required for the connection of the Service(s). This may include historical bill information for telecommunications services, telephone line and account information with previous suppliers and details of current telecommunications infrastructure and hardware.
6.2. If the Customer requests maintenance or repair works, if appropriate, any charges will be agreed in advance. If Cellular Solutions Network Services Ltd agree to and carry out work free of charge that is subsequently found to be unnecessary, the Customer will be charged for the work and the costs incurred. Cellular Solutions Network Services Ltd will give notice that the work is considered unnecessary prior to completion and raising charges.
6.3. To enable Cellular Solutions Network Services Ltd to exercise its obligations under this Agreement the Customer shall permit or procure permission for Cellular Solutions Network Services Ltd and any other person(s) authorised by Cellular Solutions Network Services Ltd to have reasonable access to the premises and services connection points and shall provide such reasonable assistance as Cellular Solutions Network Services Ltd shall request.

7. Suspension of Services
7.1. Cellular Solutions Network Services Ltd shall, at its sole discretion having given the Customer 14 days written notice, elect to suspend forthwith provision of the Service(s) until further notice without compensation on notifying the Customer either orally (confirming such notification in writing) or in writing in the event that:
7.1.1. The Customer is in breach of the material terms of this Agreement; or
7.1.2. Cellular Solutions Network Services Ltd is obliged to comply with an order, instruction or request of the government or emergency service organisation or other competent administrative authority.
7.2. The Customer shall reimburse Cellular Solutions Network Services Ltd for all reasonable costs and expenses incurred by the implementation of such suspension and/or recommencement of the provision of Service(s) as appropriate. This shall not apply where the suspension is implemented otherwise than as a consequence of breach, fault or omission of the Customer.

8. Repairing Faults
8.1 We cannot guarantee that the Service will work without interruption or that it will be error-free. If you do experience a fault, you must register it with us, and we will use our reasonable and commercially prudent endeavours to correct or cure any faults in accordance with the procedures and time limits
set out by the relevant network provider or call carrier. Time is not of the essence in relation to this clause. Where applicable, we may, at our sole discretion, claim compensation on your behalf and pass any compensation we receive to you.
8.2 If you tell us there is a fault in the Service and we find either that there is not or that someone at your premises has caused the fault, we may charge you for any work we have done to try to find the fault or to repair it. Details of
these charges can be provided upon request.

9. Liability
9.1. Nothing in this Agreement restricts or excludes our liability for death or personal injury caused by our negligence. Subject to clause 9.2 we accept liability for direct losses caused by our negligence. Our liability is limited as set out in this paragraph.
9.2. Subject to clause 9.1, we shall not be liable for any losses, whether they are direct, indirect or consequential, arising in contract or tort, including, but not limited to, loss of profits, revenue, anticipated savings, data, expense or office time.
9.3. We shall not be liable for any fraud committed with or in relation to the Service by you or any third party.
9.4. In any event, our total liability shall be limited to the value of this Agreement in the preceding 12 month period.
9.5. In the event that you wish to make a claim against us you must notify us within 7 days of you becoming aware of the breach and such notice shall be in writing and sent to our registered address.
9.6. Nothing in this agreement shall be taken as in any way reducing or affecting a general duty to mitigate loss suffered by you.

10. Charges and Payment
10.1. The Customer agrees to pay all charges and any other sum due from the Customer to Cellular Solutions Network Services Ltd by direct debit or such other method that Cellular Solutions Network Services Ltd may allow, within 14 days of the date of Cellular Solutions Network Services Ltd's invoice.
10.2. Charges will be charged at the rates agreed in the Annex that forms part of this Agreement and associated addendum unless Cellular Solutions Network Services Ltd deem it necessary to alter specific prices.
10.3. Cellular Solutions Network Services Ltd shall prepare and send bills for Charges in such form and manner as shall be agreed for the Service(s) by Cellular Solutions Network Services Ltd. Charges shall be calculated by reference to data recorded or logged by Cellular Solutions Network Services Ltd and not by reference to data recorded or logged by the Customer.
10.4. Cellular Solutions Network Services Ltd reserves the right to charge daily interest on amounts outstanding 14 days after invoice date until payment in full is received at the highest rates permissible by law and subject to first complying with the escalation procedure set out at clause 10.5 below. Interest shall continue to accrue notwithstanding the termination of this Agreement.
10.4.1. Late payment, non direct debit, paper billing, reconnection charges
(a)Late payments may be subject to a late payment fee.
(b)All non-direct debit payments may be subject to an administrative charge.
(c)Unless otherwise agreed, we do not send out paper bills. All paper bills are subject to an administration charge reasonably determined by us.
(d)Re-connection of services that have been suspended due to a late payment are subject to a £50.00 reconnection fee.
10.4.2. Minimum invoice policy
Due to the level of administration required to create, process and dispatch each invoice, we may choose to implement a 'minimum invoice policy'. This may apply to you if your total monthly invoice is less than £4.25 Ex.Vat.
10.4.3. We may conduct a rate review of the Service with your agreement, and we will notify you of such a review by giving you 1 month's written notice.
10.4.5. Subject to clause 10.4.6, where you do not agree to an increase in fees, you may cancel this Agreement by giving us 1 month's written notice.
10.4.6. Where we increase the fees for Call charges or line rental due to an increase in underlying costs to us, you shall not have the right to cancel this Agreement. If you request us to do so, we shall provide you with reasonable evidence of such increases in underlying costs.
10.4.7. Where you agree to a rate review, the Minimum Term or applicable Renewal Term will commence from the date of the rate review.
10.5. The procedure ('Escalation Procedure') that Cellular Solutions Network Services Ltd shall take where payment for undisputed charges is not received by Cellular Solutions Network Services Ltd from Customer by the due date; or where Cellular Solutions Network Services Ltd has investigated disputed Charges and these remain unpaid 14 calendar days after Cellular Solutions Network Services Ltd has notified Customer that these were due, Cellular Solutions Network Services Ltd will take the following action:
10.5.1. contact Customer to request payment within 7 calendar days of that date. If payment is not received within 7 days;
10.5.2. contact Customer again to request payment within 7 calendar days of that date. If payment is not received in cleared funds within 7 days;
10.5.3. contact Customer by telephone and advise that unless payment is made by CHAPS or BACS transfer within 3 Business Days of that date; Cellular Solutions Network Services Ltd will take action using any or all of its rights under clause 10.6. Cellular Solutions Network Services Ltd may also suspend telephone numbers if it considers the outstanding sum to be substantial.
10.6. Where the Customer is late paying or does not pay any undisputed sums
by the due date Cellular Solutions Network Services Ltd may, in addition to the other rights set out in this Agreement:
10.6.1. Withdraw any discount in relation to the products or services used by the Customer and charge the Customer Cellular Solutions Network Services Ltd's Standard List Price;
10.6.2. Withhold any sums currently owing to Customer by Cellular Solutions Network Services Ltd;
10.6.3. Prohibit the Customer from extending the Agreement;
10.6.4. Suspend the Customer's use of the Service(s); and/or
10.6.5. Subject to Cellular Solutions Network Services Ltd first invoking the Escalation Procedure in clause 10.5 and at least one of the remedies set out above. Cellular Solutions Network Services Ltd shall be entitled to terminate the Agreement in accordance with clause 11.
10.7. If the Customer disputes that an invoice, or any part of it, is payable by it the Customer shall notify Cellular Solutions Network Services Ltd within 21 days of receipt of the invoice, including the reason why the invoice is disputed and, if possible, how much the Customer considers is due. All charges not related to the disputed shall be paid in full by the due date. Where applicable, we will only give credits against costs incurred by you in the same month of the relevant credits. We will not provide a cash refund for the value of the credits.
10.8. All sums referred to in this Agreement are exclusive of Value Added Tax and any other taxes of a similar nature which may, from time-to-time, be introduced.
10.9. Cellular Solutions Network Services Ltd reserves the right to charge for any costs incurred in the collection of overdue amounts

11. Suspension/Disconnection/Termination
11.1. For the purposes of this contract this document is deemed to have been received by the Customer on the working day following that on which the agreement is posted to the Customer's last known address OR on the day on which this agreement is sent by facsimile to the Customer's last known facsimile number.
11.2. The Customer is required to inform Cellular Solutions Network Services Ltd of its intention to terminate this agreement in writing, directed to Cellular Solutions Network Services Ltd's headquarters.
11.3. The Customer is obliged to take reasonable care of all Equipment that has been provided by Cellular Solutions Network Services Ltd for use in conjunction with the agreement until such time as it is returned. The Customer will be held responsible for any losses or damage sustained to the equipment whilst it is in his/her care.
11.4. The Customer is responsible for ensuring the timely and safe return of all equipment that has been provided by Cellular Solutions Network Services Ltd for use in conjunction with the agreement at his/her own cost.
11.5. Notwithstanding anything to the contrary expressed or implied in this Agreement, either party (without prejudice to its other rights) may terminate this Agreement forthwith in the event that:
11.5.1. A liquidator (other than for the purposes of amalgamation or reconstruction), trustee in bankruptcy, administrator, receiver, or receiver and manager is appointed in respect of the whole or part of the assets and/or undertaking of the Customer or the Customer enters into an arrangement or composition with its creditors or if the Customer becomes unable to pay its debts within the meaning of s.123 of the Insolvency Act 1986, or other circumstances arise which entitle a court or creditor to appoint a receiver or administrator or to a winding up order; or
11.5.2. The other party is in breach of a material term of this Agreement and upon being given notice of that breach, in writing, fails to remedy that breach within 14 days.
11.6. If the Customer wishes to cancel this Agreement, in whole or in part, at any time prior or subsequent to connection, Cellular Solutions Network Services Ltd will agree to accept such cancellation upon a minimum of 90 days written notice on the basis that the Customer shall pay the relevant cancellation charges detailed in clause11.7; and all outstanding charges owed on their accounts.
11.7. In the event that the customer wishes to terminate the agreement before the end of the Minimum Term and/or does not wish to serve out its notice obligation in accordance with Clause 11.6. the Customer shall be obliged to pay to Cellular Solutions Network Services Ltd, a "Termination Charge". Such Termination Charge shall be equal to the aggregate of all arrears of charges due but not paid at the date of the early termination; plus any interest charges for late payment; plus a lump sum which shall be the total of the full line rental in relation to any unexpired part of the relevant term, as well as the Call charges based on the average Calls invoiced during the previous 6 months, subject to a minimum charge of £500.
11.7.2. You may cancel the Service any time up to 7 days before the agreed date of provision, subject to a payment of a £500 arrangement and administration fee.
11.8. Line Rental Fees shall be invoiced monthly in advance and all other Charges shall be invoiced monthly in arrears except where specifically set out otherwise in this Agreement. Where a one off Charge is payable for installation of a Fixed Line Connection and any associated Equipment purchased by Customer then this shall be charged on Customers' first monthly invoice.
11.9. By agreeing to these terms and in the interests of protecting you against slamming, you agree to our Customer Transfer Preference policy which gives us the right to cancel orders made by other operators on lines in our control unless you contact us by telephone at least 48 hours before the proposed transfer date.

12. Assignment
12.1. You must not assign or delegate or otherwise deal withal or any of your rights or obligations under the agreement without the prior written consent of Cellular Solutions Network Services Ltd.
12.2. Cellular Solutions Network Services Ltd may assign or otherwise delegate all or any of its rights or obligations under the agreement to any person or entity.

13. General Provisions
13.1. This Agreement represents the entire understanding between the parties in relation to the subject matter hereof and supersedes all other Agreements and representations made be either party, whether oral or written and this Agreement may only be modified if such modification is in writing and signed by a duly authorized representative of each party thereto.
13.2. Failure by either party to exercise or enforce any right conferred by this Agreement shall not be deemed to be a waiver of any such right nor operate so as to bar the exercise or enforcement thereof or of any other right on a later occasion.
13.3. Any notice, invoice or other document which may be given by Cellular Solutions Network Services Ltd under this Agreement shall be deemed to have been duly given if left at or sent by post to an address notified to Cellular Solutions Network Services Ltd in writing by the Customer as an address to which notice, or other documents may be sent, or the Customer's usual or last known place of abode or business, or if the Customer is a limited company, its registered office.
13.4. Cellular Solutions Network Services Ltd's address for the service of any notice by the Customer under this Agreement shall be such address as is shown on the last invoice rendered to the Customer or such address as Cellular Solutions Network Services Ltd prescribes for that purpose.
13.5. This Agreement shall be governed by, construed and interpreted in accordance with English law and the parties hereby submit to the jurisdiction of the English courts.
13.6. Wherever appropriate, the Customer duly authorises Cellular Solutions Network Services Ltd, its dealers, agents or personnel, to reprogram and/or remove existing access equipment in order to provide the Service(s). Failure by either party to exercise or enforce any right conferred by this Agreement shall not be deemed to be a waiver of any such right nor operate so as to bar the exercise or enforcement thereof or of any other right on any later occasion.
13.7. Cellular Solutions Network Services Ltd shall be entitled to sub-contract (in whole or in part) Cellular Solutions Network Services Ltd's responsibilities under this Agreement to a third party of Cellular Solutions Network Services Ltd's choice, but Cellular Solutions Network Services Ltd shall remain responsible for Cellular Solutions Network Services Ltd's sub-contractor's actions in carrying out Cellular Solutions Network Services Ltd's obligations under this Agreement
13.8. All information that the parties provide to each other in relation to this Agreement shall be accurate and complete and the Customer shall inform Cellular Solutions Network Services Ltd, in writing, of all changes to information the Customer has provided to Cellular Solutions Network Services Ltd. In particular, if the Customer stops trading, intends to sell their business, changes status, name or business type.
13.9. Termination of this Agreement shall be without prejudice to any other rights or remedies a party may be entitled to at law or under the Agreement and shall not effect any accrued rights or liabilities of either party nor the coming into force or continuance of any provision expressly
or impliedly intended to come into force on or after such termination.
13.10. Every clause within this Agreement is independent from the others, to the extent that, if a provision or part of it is ruled to be illegal or unenforceable by the English courts, that clause (or part thereof) shall be treated as being removed without affecting the remainder of that provision
or the other provisions within the Agreement, which shall still have full effect.
13.11. In the event that a misrepresentation or untrue statement has been made the only remedy available to the parties shall be a claim for damages for breach of this Agreement, unless such misrepresentation or untrue statement was made fraudulently, or unless a provision of the
Agreement was induced by fraud, in which case all remedies under English law shall be available.
13.12. The parties warrant and undertake that they are a business (and not a consumer) and have the authority to enter into this Agreement. This clause applies without prejudice to the Customer's statutory rights.

14. Variation
14.1. Cellular Solutions Network Services Ltd may, from time-to-time, with immediate effect, vary, by written notice, any of the terms and conditions of the Agreement (or introduce new terms and conditions) as a direct result of new legislation, statutory instruments, government regulations or licenses, amendments to the system providers standard terms and conditions, or similar events, providing this shall be limited to the extent deemed by Cellular Solutions Network Services Ltd to be reasonably necessary for compliance therewith, Cellular Solutions Network Services Ltd at its sole discretion may elect to notify the Customer of any such variations in writing or by publishing such variation at its principle place of business.

15. Data Protection
15.1. Cellular Solutions Network Services Ltd is a data controller for the purposes of the Data Protection Act 1998 and processes Customer data for the purposes of administering and managing Customer accounts. This includes, without limitation, carrying out credit checks with credit reference agencies, corresponding with Customers by mail, telephone, e-mail and SMS, taking action necessary to enforce contracts and exchanging information with other companies for credit control purposes. Cellular Solutions Network Services Ltd may also share data with other companies within Cellular Solutions Network Services Ltd's Group, but only for the same purposes