Global Service Agreement for Businesses (GSA-B)

The GSA is used in conjunction with regional terms of use (RTOU), and shall be held paramount to any regional terms and conditions, should any conflict exist.


Effective as of 20th June 2016

1. Definitions and interpreting theses terms
  1. These standard terms and conditions apply to the agreement between:
    1. you, the customer named on the Offer for Service; and
    2. us, Terrible Talk / RTTP;
    3. for the service set out in the Offer for Service

  2. The agreement between you and us is made up of:
    1. these Global Service Agreement (for business);
    2. the special terms, if any;
    3. the service level agreement, where required;
    4. the price guide;
    5. the data sheet; and/or
    6. the Offer for Service.

  3. The service will start on:
    1. the date you use the service; or
    2. the date our acceptance tests are passed at the site; whichever is earlier.

  4. Where the following words are printed in bold in the agreement, they have the meanings set out below.
    1. acceptance tests means the standard tests we carry out to check that the service is ready for use.

    2. agreement has the meaning set out in clause 1.2.

    3. law means any relevant law, regulation, guideline or code of conduct (whether or not they are legally binding) which applies to you or us in any jurisdiction.

    4. materials means any material, in whatever form, including service literature, the data sheet, OFS, processes, reports, manuals, drawings, information and instructions.

    5. minimum period means the period stated on the Offer for Service, starting on the service start date. If no period is set out on the Offer for Service, the minimum period is 48 months starting on the service start date.

    6. Offer for Service or OFS means our formal offer for service.

    7. our website means terrible.org.nz/talk or any other web address we tell you about from time to time.

    8. price guide means information about charges for the service.

    9. purchased equipment means any equipment you buy from us in connection with the service.

    10. rental means the rental for the service as set out in the Offer for Service or as otherwise agreed in writing.

    11. service means the service we provide to you under this agreement.

    12. service credits means any amount, as set out in the service level agreement, we will credit against the charges if we fail to meet the levels of service set out in the service level agreement.

    13. service equipment means the equipment (other than any purchased equipment) and associated materials (including software forming part of the equipment) we provide to allow you to receive or use the service.

    14. service level agreement means our service level agreement applying to the service.

    15. service literature means any up-to-date specifications, brochure, user guide, instructions or other information that we publish in connection with the service.

    16. service start date means the date the service starts, as explained in clause 1.3.

    17. site means your site where we provide the service to you.

    18. special terms means any extra terms and conditions specific to the service.

    19. survey means any survey or other investigations we believe we need to carry out at the site.

    20. working day means 9am to 5.30pm Monday to Friday, except bank holidays and public holidays in the relevant part of the country your services are provided in.

    21. call charges means our charges for calls made using the service. They are based on the length of the call as set out in the price guide, or as we otherwise agree in writing.

    22. cancellation charges means the charges that apply if the service is cancelled or ends, as set out in clause 9.17.
    23. communications network means the communications network which we and our group companies run.

    24. connection charges means our charges for installing and connecting the service , as set out in the Offer for Service or as otherwise agreed in writing.
    25. customer promise date means the date, as given to you in writing, by which we aim to have finished installing the service equipment, any purchased equipment and the service.

    26. accepted service request means your own Offer for Service which we have accepted.

    27. data sheet means the document which describes the service.

    28. intellectual property rights means any rights and interest in patents, trademarks, service marks, trade and business names, rights in design, copyright, database rights, know-how and any other similar right (whether existing or applied for, or there is a right to apply to be registered) and any similar rights to those rights under any other jurisdiction.

    29. your apparatus means any apparatus (other than service equipment) used to receive or use the service, including purchased equipment, cabling, wiring and personal computers and any software incorporated in them.

    30. RTTPThe limited company, or other registered organisation for regional services, As explained in regional terms

    31. group company means, for the purposes of this agreement, a group undertaking undertaking a collective activity

  5. In the agreement, any reference to:
    1. ‘person’ includes any person, partnership, firm, company, business, government, organisation, government agency, trust, association;
    2. ‘you’ includes your employees and agents, any person who takes over your business, and any person who we reasonably believe is acting for you; and
    3. ‘we’ includes our employees and agents, any person acting for us, and any person who takes over our business.

  6. In the agreement, general words introduced or followed by ‘other’, ‘including’ or ‘in particular’ do not have a restrictive meaning because examples are also used.

  7. The headings of clauses are for convenience only and do not affect the meaning of the clauses.

  8. Where these terms and conditions say that you must not do something, you must not allow any other person to do it either. You must do everything reasonably possible to prevent any other person doing it.

  9. If there are any inconsistencies between the documents making up the agreement, unless we state otherwise, the documents will take priority in the following order.
    1. The special terms
    2. these Global Service Agreement (for business)
    3. The service level agreement
    4. The Offer for Service
    5. The price guide
    6. The data sheet

2. Requesting our our services
  1. To request our services you must provide your details, and enter a discussion to enable our RTTP to create a Offer for Service.

  2. If we agree to provide the service without an accepted service request, we will provide the service in line with these standard terms and conditions.

  3. If their is an accepted service request, the agreement between you and us will incorporate any information contained in that accepted service request which would also have been in our Offer for Service. No terms and conditions set out on the accepted service request will be incorporated into the agreement.

3. Duration of the agreement
  1. The agreement will come into force when:
    1. you and we have both signed the Offer for Service, or we have accepted your Offer for Service;
    2. we have sent you an email accepting an Offer for Service you have signed and sent to us
    3. you start using the Service; or
    4. we make the Service available to you;
    whichever is earlier.

  2. Unless you or we end the agreement early (in the way allowed under the agreement), it will stay in force for the minimum period (see clause 3.3 below) and then continue until you or we end it by giving the other at least 90 days' notice in writing. If you or we do not want the agreement to continue beyond the minimum period, written notice must be given at least 90 days before the end of the minimum period.

  3. The minimum period is:
    1. the period stated on the Offer for Service starting on the service start date; or
    2. if no period is set out on the Offer for Service, 24 months starting on the service start date.
    If the service involves installing equipment at more than one site, the minimum period will start on the service start date of the last site equipment is installed at, unless the special terms say otherwise

4. Installing the service equipment, purchased equipment, responsibility for it
  1. We will only provide the service if:
    1. our survey of the site is satisfactory;
    2. we have the access we need to the site (see clause 8);
    3. we are happy with the credit check we carry out (see clause 9.10); and
    4. we are satisfied with the identity checks we carry out (see clause 24.5).

  2. If we ever reasonably believe that you are not meeting the requirements of clause 4.1, we may end the agreement (or any part of it) immediately by giving you written notice. We will not be liable for any consequences of doing this.

  3. We will estimate our costs for installing and connecting the service, and those estimated costs will be covered by our charges set out in the Offer for Service. When the agreement has come into force we may also carry out a survey of the site where we provide the service. If:
    1. when we carry out a survey of the site our survey indicates that there will be extra costs (above our estimated costs) for us to provide the service, we will tell you;
    2. when we are installing and connecting the service, we discover something which was not highlighted by the survey, and this results in there being extra costs (above our estimated costs as confirmed or as changed as a result of any extra costs arising from our survey) we will tell you; or
    3. when we are installing and connecting the service, you or the landlord of your site asks us to (and we agree to) make a change to the service, and this results in there being any extra costs, we will tell you.

  4. In these circumstances we can, after giving you written notice, increase our charges by the amount of the extra costs. You will have the right to cancel the agreement by giving us written notice within seven days of receiving our written notice. If you exercise this right to cancel, we may charge you a cancellation charge (see clause 9.17). If you do not exercise this right to cancel you must pay the increased charges.

  5. We will use our reasonable efforts to install and connect the service equipment, and any purchased equipment, so that the service is available by the customer promise date. We may change the customer promise date as set out in clause 4.5. If the service is not available by the customer promise date, you may be entitled to claim service credits as set out in clause 10.3 Any lead times specified in the order form (other than any customer promise date), data sheet or service literature are estimates only and are not binding on us.

  6. We may change the customer promise date by the length of any delay resulting from
    1. your intentional actions, neglect or failure to meet your obligations under the agreement; or
    2. any of the circumstances set out in clause 19;
    or if we both agree in writing to change the customer promise date.
  7. You must provide (at your own expense) appropriate space, power, ducting and environment for us to install and maintain the service equipment and purchased equipment at the site. You must make sure that you make any necessary preparations before the service equipment and purchased equipment is connected, and you must follow any instructions we give you on making those preparations.

  8. If you do not keep an agreed appointment for us to enter the site in connection with carrying out a survey, we may charge you a call-out fee.

  9. If, on any agreed date, you fail to:
    1. take delivery of, or allow us to install, the service equipment and purchased equipment; or
    2. allow us to carry out work;
    we may arrange storage for the service equipment and purchased equipment at your risk (meaning that we will not be liable for any loss or damage arising while the equipment is in storage). You will have to pay the reasonable costs of the storage.

    We may also charge you a call-out fee and any reasonable costs arising as a result of your failure

  10. Unless we agree otherwise with you in writing, there must be a secure electricity supply available at the site, at the points and with the connections we specify, for installing, using and maintaining the service equipment and purchased equipment. If you would need the service to continue uninterrupted in a power failure, you must provide back-up power which meets the requirements of the relevant standards of your country. We will not be liable for faults arising in the service, service equipment and purchased equipment as a result of a power failure.

  11. We will use our reasonable efforts to put the service equipment and purchased equipment where you want it, but our decision on where to put them will be final and binding.

  12. The service equipment will remain our property at all times. You agree to make our ownership of the service equipment clear to all third parties. We will own the purchased equipment until you have paid us the full purchase price.

  13. We may alter or replace the service equipment from time to time as long as the altered or replacement equipment does not have a significant negative effect on the service.

  14. You are responsible for always making sure that the service equipment is kept safe and used properly at the site. Unless the loss or damage results just from our negligence, actions or failings, we will not have any liability for loss of or damage to the service equipment (including lightning or electrical damage) and you must indemnify (fully compensate) us for any such loss or damage. Things you must and must not do under this clause include, but are not limited to, the following.

    4.14.1 You must not do the following.
    1. Sell, let, transfer, dispose of, repair, service, tamper with, remove or interfere with the service equipment, use it as security for borrowing, or do anything else which would affect our rights over the service equipment.
    2. Add to, alter or in any way interfere with the service equipment, including connecting it to any equipment or device designed to divert electronic communications services to a different provider.
    3. Allow the service equipment to be repaired, serviced or otherwise attended to by any person other than our authorised representative.
    4. Anything which is likely to damage the service equipment or reduce its performance or operation.
    5. Remove, tamper with, change or mask any words or labels on the service equipment or any part of it.


    4.14.2 You must do the following.
    1. Keep the service equipment at the site and not move it at any time.
    2. Protect, keep and use the service equipment:
      1. in line with any written instructions we may give you from time to time; or
      2. if we do not give you such instructions, to the same standard as a reasonable owner of service equipment would keep it.
    3. In an emergency, take whatever steps as are reasonably necessary to protect the service equipment, and tell us about the emergency as soon as possible.
    4. Allow us to inspect, test and maintain the service equipment at all reasonable times and after giving you reasonable notice.
    5. Prevent any circumstance or thing which is likely to damage the service equipment or reduce its performance or operation.

  15. You must immediately tell us of any loss of or damage to the service equipment. We will not have any liability for loss or damage arising as a result of you not keeping to clause 4.14.

  16. Clauses 4.14 and 4.15 will also apply to the purchased equipment if breaking the clause in connection with purchased equipment would or could affect our ability to provide the service under the agreement.

5. Accepting the service
  1. After installing the service equipment and any purchased equipment we will carry out acceptance tests to make sure that the service is ready for use at the site. If the service is not ready for use, we will carry out any necessary work and repeat the acceptance tests.

  2. You can ask for all acceptance tests to be carried out in the presence of your representative, as long as they are available at reasonable times, as specified by us. When the acceptance tests have been passed, we may ask you to sign a form confirming this. If your representative then does not sign the form within five working days of being asked to do so, the service equipment and purchased equipment will be considered to have been installed successfully from the date of the acceptance tests.

6. Your apparatus
  1. If we agree to use any cabling or wiring already installed at the site, you must have full rights for the cabling or wiring to be used for the purpose of us providing the service, and you guarantee that it meets all relevant standards and any specifications we tell you

  2. We will not be liable for any loss or damage arising directly or indirectly from any use of your apparatus in connection with the service. You are entirely responsible for the security of your apparatus.

  3. You are entirely responsible for:
    1. the security of your information technology systems and network; and
    2. the accuracy, reliability and stability of stored information.

    3. Before we install the service equipment and purchased equipment you must take all necessary steps to back up your information and data, and make sure it is secure. You must follow all our reasonable instructions on preparing your apparatus and the site. We will not be liable for any loss or damage arising from you failing to follow our instructions.
    4. You are responsible for making sure that your apparatus is appropriately programmed, equipped, compatible and connected for use with the service equipment, in line with our reasonable instructions (if any) and any other instructions or procedures that apply to using your apparatus or the service. Unless we agree to help you (see clause 6.8), you are responsible for connecting your apparatus to our communications network.

    5. Unless we agree otherwise in writing, we are not responsible for repairing and maintaining your apparatus

    6. You must make sure that your apparatus is in good working order and meets all standards, approvals and laws that apply. We may disconnect, or instruct you to disconnect, any of your apparatus if, in our reasonable opinion it:
      1. does not meet any standard, approval or law that applies at the time;
      2. may cause injury to any person or significant damage to property; or
      3. may reduce the quality of any service we provide.

    7. We will have no liability resulting from you not being able to use the service if this is due to:
      1. your apparatus not being compatible with the service equipment, the service, our communications network or any third party’s communications network; or
      2. your apparatus failing or breaking down.

    8. If we agree to help you to prepare your apparatus or its connection to our communications network, you must pay our charges for our help, as set out in the price guide or agreed with you.

    7. Phone numbers
    1. Any phone numbers we allocate to you do not belong to you. You do not have any rights in the phone numbers. You must not try to register any of our phone numbers as a trademark, service mark or web address, whether on its own or with some other words or trading style

    2. You are not entitled to sell or transfer any phone number allocated to you, except where allowed by law.

    3. If necessary for commercial, operational or technical reasons, or in order to meet the requirements of any relevant authority, we can change or withdraw any phone number or code, or group of phone numbers or codes, allocated to you. We will not be liable for any costs, inconvenience or losses (including marketing and stationery costs) you suffer as a result of any such change or withdrawal. We will use our reasonable efforts to give you reasonable notice of the change or withdrawal.

    4. If we allocate you a number which falls within a range of numbers which the relevant authority for your RTTP classifies as being for a particular type of service, you must make sure that any service you provide on that number is in line with its classification.

    5. Where we provide you with phone lines and numbers, each number is associated with a particular site. Such phone numbers have a ‘calling line identity’ (CLI) identifying that site. The CLI is given to the emergency services so they can find the location of anyone who calls an emergency services from the line. If you move the phone number to another site, the CLI the emergency services get when anyone calls an emergency services from that number will be that of the original site and so the emergency services will not know the caller’s correct location and may go to the wrong location. If you move the phone number, you must provide a phone facility with a CLI for the site the number has been moved to. We will not be responsible for any loss, damage or injury caused as a result of the phone number being moved from the original site.

    8. Access to the site
    1. In order to meet our obligations under the agreement, after giving you reasonable notice (except in an emergency, when we do not have to give notice), you must let us do the following.
      1. Enter those parts of the site, your other premises or your land (as necessary) in connection with providing the service.
      2. Carry out work in connection with installing, maintaining, adjusting, repairing, moving, replacing, renewing or removing the service equipment at or on the site, premises or land.
      3. Install the service equipment and any other equipment that is reasonably necessary for the service or the work set out in clause 8.1.2.

      4. You must, at your own expense, get or provide any permission or wayleave (written authority) we may need to exercise our rights under clause 8.1 or to enable us to provide the service. We will have no liability to you if you cannot get the necessary permission or wayleaves.

      5. You must make sure that your employees and authorised representatives follow all our or a third party’s reasonable instructions in connection with any permission and wayleaves given in line with this clause 8. We will have the same responsibility to make sure that our employees and authorised representatives follow all your or a third party’s reasonable instructions in connection with any permission and wayleaves given in line with this clause 8.

      6. Any person who allows us to enter the site or other premises or land, as referred to in clause 8.1 will be considered to have your authority to grant us entry.

      7. You must not use the site, other premises or land in any way that would make it significantly more difficult or expensive for us to exercise any of the rights we have under clause 8.1.

      8. When exercising any of our rights under clause 8.1 we will cause as little damage as reasonably possible and will make good any damage that we cause at the site.

      9. You must provide a safe and suitable working environment for us at the site, other premises or land referred to in clause 8.1.

      10. This clause 8 will apply for as long as necessary for us to exercise our rights to disconnect any service equipment and remove it from the site, other premises or land, even if the agreement has ended.

      11. If the terms of any site-access agreement you have entered into with us or any of our group companies is inconsistent with clause 8.1, the terms of the site-access agreement will take priority.

      9. Paying for the service
      1. Charges for the service are as set out in the price guide or as otherwise agreed in writing (including in the Offer for Service). All payments (except any deposit we charge under clause 9.11) you owe us under the agreement must be paid in full without you deducting or withholding any amount or setting any restriction or condition.

      2. You must pay our charges by the method of payment set out in the relevant invoice or Offer for Service. If you make a payment by a different method, we may refuse to accept it or charge an extra administration fee. If we ask you to pay by direct debit and you pay by another method, we will charge you a fee as set out in the Offer for Service or the price guide.

      3. As well as our right to increase charges or make new ones under clauses 4.3 and 11.5 we may also increase our charges or make new ones as set out below.
        1. We can make one-off charges at any time after giving you 30 days’ notice in writing.
        2. We can increase the rental, and increase or introduce other recurring charges, on or after the end of the minimum period by giving you 30 days’ written notice. However, if an increase is due to an increase in the charges we have to pay to a third-party communications operator, we can increase the charges where necessary during the minimum period after giving you 30 days’ notice in writing.

      4. We can increase call charges by:
        1. giving you seven days’ notice in writing or publishing the revised call charges on our website at least seven days in advance; or
        2. if the increase is a material detriment to you (that is, you are significantly worse off), by giving you 30 days’ notice in writing or by publishing the revised call charges on our website at least 30 days in advance

      5. Within seven days of us giving notice of increased or new charges as set out in clause 9.3 (but not for an increase under clause 4.3 or 11.5 or when we change our price guide), you can give us written notice to end the agreement, without paying cancellation charges, on the date the increased or new charge becomes effective, or at any later date you specify in your notice. If you do not give us notice within seven days, you are considered to have accepted the increased or new charge.

      6. We may reduce charges at any time without giving you notice, and this would not give you the right to end the agreement.

      7. Unless the relevant special terms or the Offer for Service states otherwise, or we have agreed otherwise in writing, we (or one of our group companies, acting on our behalf) will invoice charges on or after the dates set out below.
        1. Connection charges or other one-off charges – the service start date for the relevant site
        2. Rental or other recurring charges – the service start date and then monthly in advance (for the month ahead)
        3. Call charges – monthly in arrears (for the previous month) from the service start date

      8. Unless we have agreed otherwise in writing, you must pay us (or any of our group companies appointed by us) all charges within 10 days of the date of the relevant invoice.

      9. Regardless of any other term or condition in the agreement, we may delay sending invoices, or bring forward the date we send invoices, to coincide with our billing cycles. The first and last invoice relating to the service may include charges due for more or less than one complete billing cycle depending on when the service starts or ends.

      10. If you pay the charges by direct debit we may alter your direct debit instruction to reflect the charges for the service at that time. When the agreement ends, you will be responsible for cancelling any direct debit instruction or other payment arrangement. If you cancel any direct debit instructions in any circumstance other than when the agreement ends, you must tell us immediately. We may then suspend the service or end the agreement without giving notice

      11. We can carry out credit checks on you. We accept no liability for the accuracy of information we receive from credit-reference agencies. If, at any time before or during the term of the agreement, you do not meet the standard of creditworthiness we consider to be acceptable, we can:
        1. immediately end all or part of the agreement by giving you written notice;
        2. require you to pay regular instalments towards future charges;
        3. set limits on the charges you can owe us, and suspend the service from the time you reach the limits until you have paid the charges due; and
        4. apply any other restrictions on your right to use the service, as we consider appropriate.

      12. We can charge a deposit as security for amounts that will become due to us under the agreement. We may use the deposit to cover any overdue charges at any time. Any deposit will not earn interest. We will refund the deposit (or remaining part of it if we use it to pay overdue charges) when the agreement ends, as long as the service equipment (if any) is returned to us in good condition (except for fair wear and tear) and you have paid all amounts you owe us.

      13. If you do not make a payment when it is due, we may, without affecting our other rights, charge you:
        1. a late-payment administration fee; and
        2. interest at 10% above HSBC Bank plc’s base rate for lending, We will charge this on the overdue amount from the date the payment became due until the date it is paid in full, even if the agreement ends before then

      14. You must pay us all our costs and expenses (including legal costs) of collecting any overdue amounts. Our costs and expenses will continue to build up until you have paid us all amounts you owe us, even if the agreement ends before then.

      15. All charges set out in the agreement do not include any tax that applies. You must pay any such taxes we include in our invoice.

      16. If at any time you do not meet any usage or take-up levels you have indicated to us (before the agreement started or during its term), we may, without affecting any other rights under the agreement, apply revised charges. Clauses 9.4, 20.1 or 20.2 will not apply to the revised charges.

      17. If you ask us to delay the service start date or customer promise date for a site, or they are delayed because you have failed to meet your obligations under the agreement, you must pay any connection charges and rental that has been delayed as a direct result by the customer promise date, unless we have agreed otherwise with you in writing.

      18. If you have to pay cancellation charges under clauses 4.3, 17.4, 17.6 and 21.2, they will be equal to the following.
          9.17.1 For ending or cancelling the service after the relevant service start date:
        1. all overdue charges for the service at the date the service is ended or cancelled; plus
        2. an amount equal to the rental for the service for the rest of the minimum period, less any rental you have already paid for that period; plus
        3. our reasonable costs of removing, storing and decommissioning service equipment or any other equipment (unless we agree otherwise); plus
        4. any other cancellation or termination charges referred to in the special terms for the service, the price guide or as otherwise agreed by you and us in writing.
          9.17.2 For ending or cancelling the service before the relevant service start date:
        1. the amount referred to in the price guide (or as otherwise agreed by you and us in writing), which varies depending on when the service is ended or cancelled; plus
        2. any amount we have to pay to a third party in connection with the service; and
        3. any other cancellation or termination charges referred to in the special terms for the service, the price guide or as otherwise agreed by you and us in writing.

      19. Call charges will be based on your use of the service, as recorded by us (not your own records).

      20. When we change the service, after you have asked us to, we aim to reflect the effect of the change in the next invoice we send you. If this is not possible, we will try to make sure the effect will be shown no later than the third invoice after the change. If you have any questions about your invoice, or think that it is wrong, we will try to correct any mistakes we find no later than the third invoice after you contact us.

      21. If you ask us to carry out any work at a time which is not entirely during a working day, you must pay our charges for the work, calculated at our standard hourly rate at the time, as set out in the price guide or otherwise communicated to you.

      22. If you ask us to carry out billing administration work (including changing how and when we invoice you and providing extra invoice details, reports or copies of bills) and we agree to your request, you must pay our charges for the work, as set out in the price guide or specified by us.

      23. If, as part of the service, we provide you with an electronic invoice, we may charge you for providing a paper invoice, as set out in the Offer for Service or in the price guide.

      24. The account holder, is a personal guarantor to any and all amounts owed to Terrible Talk or the RTTP, when the account holder is a limited liability company the Director(s) and shareholder(s) are deemed to be the guarantors

      10. Service levels
      1. When providing the service, we will use the reasonable skill and care expected of a competent electronic communications service provider. However, it is practically impossible to provide the service entirely free of faults, and we do not guarantee to do so.

      2. We will meet our obligations set out in the service level agreement. If we fail to meet those obligations we will be liable to you as set out in the v but not otherwise. If we fail to meet any service levels set out in the service level agreement, you may be entitled to claim Service credits. These would be calculated in the way set out in the service level agreement. Service credits, if any, are your only financial remedy if we fail to meet service levels.

      3. Service credits will not be available to you if our failure to meet any service levels is a result of
        1. us suspending or ending the agreement under clause 11.4, 16 or 17;
        2. any circumstances beyond our control, as described in clause 19; or
        3. anything you have done, or have failed to do properly.

      11. Using the service
      1. You must not re-sell the service or service equipment or any part of them without our permission in writing.

      2. You must only use the service and service equipment in line with:
        1. any conditions and instructions we give you in writing from time to time; and
        2. any relevant laws.

      3. You must not use the service:
        1. to send or receive any communications if doing so would be an offence under any act government in your RTTP country of registration ;
        2. in any way that goes against our acceptable use policy as specified in the special terms;
        3. to infringe (break, limit or undermine) the legal rights of any person (including copyright and rights of privacy or confidentiality); or
        4. in any way that breaks the law

      4. If you break clauses 11.1, 11.2 or 11.3, we may immediately suspend the service or end the agreement once we have told you that we will do this. You must indemnify us against any liabilities, claims, damages, losses and proceedings arising out of or in connection with any use of the service that breaks the law or this clause 11.

      5. You must not change the settings of the service equipment or use the service in excess of any capacity or other restriction under the agreement or otherwise agreed in writing. If you break this clause 11.5, we may, without affecting our other rights, increase the charges as we reasonably think fit. Clause 9.4 will not apply to such an increase in charges.

      6. We may give you a password (which may be a code, PIN number, user ID, account number, smart card or other security device), to allow you to use the service. You must keep the password safe and confidential, and tell us immediately if anyone else finds it out. You must not copy or try to copy any smart card or other security device. We can change the password without giving you notice. If we think you have broken this clause 11.6, we can cancel the password or end the agreement (or both).

      7. We may (but do not have to) agree to any request you make to alter a password. You may need to pay a charge for this.

      8. If you need to open an account with us in connection with the service, you must complete the registration process by giving us complete and accurate information we ask for at any time.

      9. You are responsible for the use of the service (whether by you or by any other person, even without your permission), including all charges that arise and any use that breaks the agreement .

      12. Intellectual property rights
      1. If, as a result of any service we provide to you, we or any of our employees or agents create any materials, we will own all legal and beneficial rights to them. This includes intellectual property rights. If we provide materials to help you use the service, we will grant you a non-exclusive licence to use the materials for that purpose only. You cannot transfer the licence.

      2. Intellectual property rights in all software (in whatever form) we provide you with in connection with the service or service equipment will remain our property, or the property of the person who has granted us a licence for that software (our licensor). We will grant you a non-exclusive licence to use the software for the purpose of using the service or service equipment and for no other purpose. You cannot transfer the licence. You agree to keep to our licensor’s terms and conditions relating to your use of the software.

      3. You must:
        1. treat the materials described in clause 12.1 and software referred to in clause 12.2 as confidential information, as defined in clause 23;
        2. keep to clause 23 in connection with any materials and software; and
        3. when the agreement ends, for whatever reason, immediately return all copies of the materials and software to us and delete any copies from any computer, word processor or other storage device you have control over.

      4. You must not:
        1. reproduce the software, except for archiving or back-up purposes (and in those circumstances you must make sure that each copy contains all of the original software’s proprietary notices);
        2. adapt, modify, translate, reverse engineer, decompile, alter or otherwise tamper or interfere with the software (except where the law allows this); or
        3. create work derived from or based on any of the software or any document accompanying it.

      5. Except where clause 12.7 below applies, we will indemnify you against any damages (including costs) awarded against you or agreed to be paid to a third party in connection with any claim or action against you as a result of the service infringing the intellectual property rights of a third party (an intellectual property rights claim against you), as long as you do the following.
        1. Give us notice of any such claim or action as soon as possible after you become aware of it (and in any event no later than seven days after becoming aware of it).
        2. Give us, and only us, authority to defend the claim or action, and at no time admit liability or otherwise try to settle the claim or action (unless we have given you written instructions to do so).
        3. Follow our reasonable instructions and give us any help we may reasonably need with the defence, including completing and filing court papers and providing relevant documents

      6. We will refund reasonable costs you have to pay in order to keep to clause 12.5.

      7. We will have no liability to you in connection with an intellectual property rights claim against you if it has resulted from:
        1. your negligence or misconduct;
        2. you failing to meet any of your obligations under the agreement;
        3. you combining, operating or using the service or the service equipment with services, content, designs, specifications, software, devices or equipment we have not supplied or authorised;
        4. you using the service or the service equipment for a purpose other than that which the service or the service equipment were provided for;
        5. any alteration or adjustment to the service or the service equipment if the alteration or adjustment was not made or authorised by us; or
        6. you breaking the law.

      8. If there is an intellectual property rights claim against you, we will be entitled, at our own expense, to:
        1. gain the right for you to continue using the service; or
        2. alter or adjust the service so it no longer infringes the third party’s intellectual property rights, as long as the alteration or adjustment does not significantly reduce the effectiveness or performance of the service; or
        3. replace the service or particular services with substitutes that do not infringe the third party’s intellectual property rights, as long as the substitutes do not significantly reduce the effectiveness or performance of the service.

      9. If we reasonably believe that we cannot exercise any of the options set out in clause 12.8, we will be entitled to end the agreement by giving you 30 days’ notice in writing.

      10. You must indemnify us against any damages (including costs) awarded against us or which we agree to pay in connection with any claim or action against us as a result of the service infringing the intellectual property rights of a third party (an intellectual property rights claim against us) if that claim or action arose from:
        1. work we carried out in line with instructions or specifications you gave us; or
        2. you connecting or using your own apparatus (except purchased equipment) with the service.

      11. We will contact you within seven days of us becoming aware of an intellectual property rights claim against us which you are liable for under clause 12.10, and we will:
        1. not admit anything relating to the intellectual property rights claim against us;
        2. allow you to conduct or settle all negotiations and proceedings, as long as you provide us with reasonable security for all associated costs and damages; and
        3. give you all reasonable help in handling the intellectual property rights claim against us.

      12. You must refund reasonable costs we have to pay in order to keep to clause 12.11.

      13. The service may involve software, services, technical information, training materials or other technical data which the United States of America Export Control Regulations, or the laws or regulations of another country, apply to. You must not download or export the software, or any underlying information or technology except in keeping with all United States laws and other laws that apply.

      13. Preventing bribery
      1. You and we must not pay, offer, promise to pay or authorise the payment of any money or other advantage which breaks anti-corruption laws, including the UK Bribery Act 2010, the US Foreign Corrupt Practices Act 1977 and any laws intended to bring into force the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions. Also, you and we must not take any action that would cause either of us to break anti-corruption laws.

      14. Maintenance
      1. We are responsible for repairing and maintaining our communications network, the service equipment and the service, and will provide a facility for your authorised staff to report faults. When you report a fault we will use our reasonable efforts to restore the service.

      2. We can charge, and you must pay, a service fee (at our charging rates at that time) if any repair or maintenance work is needed because of:
        1. you misusing, neglecting or damaging the service equipment, purchased equipment or the service;
        2. a power failure;
        3. you accidentally or intentionally disconnecting the service equipment, purchased equipment or the service;
        4. you failing to keep to any part of the agreement; or
        5. a fault in, or other problem associated with, your own equipment or any electronic communications system not run by us.

      3. If you do not allow us to attend the site on any agreed date to repair or maintain the service equipment or the service, we may charge you a call-out fee.

      15. Limits of liability
      1. Nothing in the agreement will limit or exclude your or our liability for:
        1. fraud or fraudulent misrepresentation;
        2. death or personal injury resulting from your or our own negligence (as defined in section 1 of the Unfair Contract Terms Act 1977) or the equivanlent laws for the RTTP;
        3. not meeting the requirements of section 12 of the Sale of Goods Act 1979 ( or the equivalent laws for the RTTP); or
        4. matters which cannot, by law, be restricted or excluded.

      2. Except where the agreement states otherwise all warranties, guarantees, assurances, conditions, undertakings and terms (whether expressed or implied) relating to the service, service equipment or purchased equipment, (including any software used in them) are excluded to the fullest extent allowed by law. Where we are allowed to do so, we will pass on to you any manufacturer's warranty for the purchased equipment.

      3. Except as set out in clauses 15.4 and 15.6, we accept liability for direct physical damage to your property and the site only if the damage arises solely and directly from our negligence or the negligence of our employees, agents or contractors acting in the course of their employment.

      4. Except in connection with indemnifying us for any amounts under clauses 4.14, 11.4 or 12.10, and except where clause 15.1 applies, during any agreement year (the 48-month period starting on the date of the agreement and each anniversary of it) your or our total liability to the other (except for charges), whatever the type of claim (including in respect of contract, negligence or otherwise), for that agreement year will be limited to:
        1. 150% of the total charges you have paid us during that agreement year; or
        2. £10,000 (or the local equivalent for your RTTP)
        whichever is greater.

      5. Despite the above, you and we will not have any liability (except under clause 15.1) arising out of or in connection with the agreement, for the following.
          15.5.1 Any direct or indirect loss of or damage to:
        1. business, production, working time, data or expected savings; or
        2. goodwill, opportunity or contracts; or
        3. revenue; or
        4. profits;
        whether or not that loss or damage could have been anticipated.
          15.5.2 Any direct or indirect loss or damage arising from:
        1. data being destroyed or corrupted; or
        2. business interruption; or
        3. increased staff time; or
        4. wasted expense; or
        5. liability to third parties
        whether or not that loss or damage could have been anticipated.
        Any indirect, special or consequential loss or damage, whether or not that loss or damage could have been anticipated.

      6. If a number of claims give rise to what is essentially the same loss, they will be considered together as only one claim under the agreement.

      7. Unless the relevant special terms state otherwise, clauses 15.1 to 15.7 set out your and our entire liability to the other in connection with the agreement.

      8. You agree that the limits of our liability under the agreement are reasonable.

      9. This clause 15 will stay in force after the agreement ends for any reason.

      16. Suspending the service
      1. We can suspend all or part of the service:
        1. if you fail to make any payment to us when it becomes due;
        2. if we have good reason to suspect that you may have committed, or may be committing, any fraud against us;
        3. if you have broken the agreement; or
        4. in any circumstance where we are entitled to end the agreement.

      2. In an emergency, we can suspend all or part of the service in order to provide or protect a service to a hospital or other emergency organisation or essential service.

      3. We can temporarily suspend all or part of the service in order to:
        1. change the technical specification of the service;
        2. carry out repairs, maintenance work or improvements; or
        3. prevent injury to people or damage to property.

      4. We can suspend all or part of the service, or take any other action we reasonably believe is necessary, to keep to any instructions issued by the Government, a regulatory authority, an emergency service or other relevant authority.

      5. Except in an emergency or where we suspect you have committed or may be committing fraud against us, if we are going to suspend all or part of the service we will give you as much notice as is reasonably possible. You will have no claim against us for suspending all or part of the service under clauses 16.1 to 16.4. If we exercise our right to suspend all or part of the service, this will not affect our right to end the agreement.

      6. If we suspend all or part of the service because you have failed to make any payment due to us, you will continue to be liable for (and must continue to pay) our charges during the period of the suspension. You must also refund our reasonable costs and expenses involved in suspending the service and all overdue amounts you owe us under the agreement. If we agree to start providing the agreement again, you must pay our reasonable charges of doing so, and any reasonable deposit we ask for.

      17. Ending the agreement
      1. Without affecting any other rights we have to end the agreement, (whether set out in other parts of this agreement or otherwise) we may end the agreement immediately, by giving you written notice, if any of the following has happened.
        1. You have failed to meet a material obligation (a significant requirement) of the agreement and the matter cannot be put right.
        2. You have failed to meet a material obligation of the agreement and the matter could have been put right but you failed to do so within 30 days of us instructing you to.
        3. You have:
          1. had a liquidator, administrative receiver, administrator, receiver, bankruptcy trustee or similar officer appointed over all or some of your assets or business (other than for the purposes of a genuine amalgamation, reorganisation or reconstruction);
          2. entered into an arrangement with your creditors; or
          3. become unable to pay your debts, as described in section 123 of the Insolvency Act 1986. Or the relevant laws for your Country of Incorporation.
        4. Any licence, permission or other approval you or we need to connect to our communications network or provide the service has ended, been withdrawn, been restricted or has stopped being valid, and has not been immediately replaced by a new licence, permission or approval giving you or us the necessary rights.
        5. The details you gave us to enable us to provide the service were significantly wrong or incomplete.
        6. You have broken or may be breaking, or we reasonably believe that you have broken or may be breaking, any law in connection with the service.
        7. You have committed or may be committing, or we reasonably believe that you have committed or may be committing, any fraud against us.
        8. All or part of any contract between us and another provider of telecommunications services ends and this affects the provision of the service.

      2. You may end the agreement immediately, by giving us written notice, if any of the following have happened.
        1. We have failed to meet a material obligation of the agreement and the matter could have been put right but we failed to do so within 90 days of you instructing us to. Excluding the provisioning of services/customer promise date.
        2. We have:
          1. had a liquidator, administrative receiver, administrator or receiver appointed over all or some of our assets or business (other than for the purposes of a genuine amalgamation, reorganisation or reconstruction);

      3. If you end the agreement under clause 17.2 you must send written notice of this to us at the address set out in clause 22.1.

      4. Despite clause 3.1, you can end the agreement before the end of the minimum period, for any reason, by giving us written notice. If you do this you must pay our cancellation charges as set out in clause 9.17.

      5. When the agreement ends, any licence we have granted you will also end immediately. You must immediately stop using the service and pay us all amounts you owe us in connection with the service.

      6. If we end the agreement because you have not met your obligations under it, you must pay our cancellation charges in line with clause 9.17. We will send you an invoice when the agreement ends, and you must pay that invoice in line with clause 9.7. We do not have to refund any charges you have paid in advance.

      7. When the agreement ends you must allow us to remove the service equipment . If you cause a delay in us removing the service equipment , we can continue to charge you until such removal is completed, and you must pay those charges and any extra costs and expenses arising as a result of the delay.

      8. The right to end the agreement will not affect any rights, obligations or liabilities that arose before the agreement ended.

      18. Assignment and subcontracting
      1. You must not assign (transfer), delegate or otherwise pass on any or all of your rights or obligations under the agreement without our permission in writing, which we will not unreasonably refuse to give.

      2. We may subcontract our obligations under the agreement. This will not release us from our obligations under the agreement, and we will still be responsible for making sure the obligations are met.

      3. Except where clause 18.4 applies, if you give us written permission (which you must not refuse to give, or delay in giving, without good reason), we may transfer or otherwise dispose of any or all of our rights and obligations under the agreement.

      4. We do not need your written permission to transfer or otherwise dispose of any or all of our rights and obligations under the agreement to:
        1. any member of our group companies at the time; or
        2. any person buying all or substantially all of our business which the agreement relates to.

      5. When asked, you must fill in and sign all necessary paperwork to complete the transfers in clauses 18.3 and 18.4.

      19. Events outside your or our control
      1. You or we will not be liable to the other for any failure or delay in meeting the obligations under the agreement (other than paying any amounts owed) if this is due to any circumstance outside your or our reasonable control. If the circumstance beyond your or our control continues for more than three months, you or we may end the agreement, without any additional liability, by giving the other notice in writing.

        Circumstances beyond your or our control include extreme weather conditions, power failures, natural disaster, fire, subsidence, epidemic, strike or labour disturbance, the actions (or failure to act) of local, regional or central government, highways authorities or other official authorities, legal or regulatory restrictions, terrorism, war or civil disturbance, and a third party’s delay in supplying, or failure to supply, any service, equipment or purchased equipment (where their actions or failures resulted from circumstances beyond their reasonable control).

      20. Changing the agreement or service
      1. Except where clause 20.2, 20.4 or 20.5 applies, any change to the agreement must be agreed in writing by you and us.

      2. Despite clause 20.1, we can change the agreement (other than in relation to charges which are governed by clauses 9.3 and 9.4) by giving you 30 days’ written notice. If you do not agree with the change, and the change is not required by law, you have the right to end the agreement which you can do by giving us at least 14 days’ written notice. You must do this within 14 days of the date we gave you notice of the change. If you do not give us that notice, you will be considered to have accepted the change.

        You will not have to pay cancellation charges if you end the agreement under this clause 20.2.

        If the change is required by law, you do not have the right to end the agreement.

      3. If you ask us to:
        1. change the service (including moving, adding or swapping a service); or
        2. provide services at a different site;
        and we agree to your request, you must do everything we need you to do for us to make the change. You must also pay us our charges that apply at the time for the change. You may have to pay the charges before we make the change. We may, without giving you notice, amend our charges to reflect the change, and clause 9.4 will not apply to the amendment.

      4. We may at any time improve or change the service if any of the following apply.
        1. Our suppliers’ services have changed and this affects the service we provide to you.
        2. We have reason to believe that the change is needed to maintain or improve quality or to benefit customers as a whole;
        3. The change is necessary for technical reasons.
        4. We have to make the change by law.

      5. We may also change the service at any time (other than for the reasons set out in clause 20.4), including as a result of a change of name, a change in how we provide services, a change in technology or an upgrade to or substitution of an alternative service, as long as:
        1. the functions and service levels of the changed service are equivalent to or better than the previous service;
        2. you will not be charged for the change; and
        3. the charges and minimum period will not be affected by the change.

      6. Nothing written on the Offer for Service (particularly in the section headed ‘Notes and comments’) will change any of these Global Service Agreement (for Business or any special terms.

      7. Clause 20.2 will not apply to any change made under clause 20.4, 20.5 or 25.1 of these standard terms and conditions except where a change made under clause 20.4.1 or clause 20.4.3 is to your material detriment (that is, you are significantly worse off).

      8. You may ask us in writing to make a change to the service (including moving the service equipment or purchased equipment). We will try to meet any such request. You must pay our charges for making any change you have asked for. If we ask you to, you must pay our charges before we make the change.

        If we instruct you to carry out any work in connection with the change, you must carry out the work in line with our instructions.

        Any change in the service or the service equipment may increase our charges for the service. This would not give you the right to end the agreement under clause 9.4.

      21. Cancelling part of the service
      1. You are entitled at any time to cancel part of the service, including cancelling a circuit or service to a site, by giving us 90 days’ notice in writing. You must send this notice to us at the address set out in clause 22.1 or our cease team’s email address or web portal address that we give you in writing. For us to deal with your request efficiently we may need you to fill in a form. Our ceases team will then send you a notice to confirm the relevant details, including any cancellation charges that you must pay us.

      2. If you cancel part of the service within the minimum period, you must pay us the cancellation charges relating to the cancelled part of the service, as set out in clause 9.17. We will send you an invoice on or following the cancellation, and you must pay the invoice as set out in clause 9.6.

      3. If you want to cancel part of the service after the end of the minimum period, you must give us 90 days’ notice in writing (unless the special terms say otherwise) and pay all charges due under the agreement in connection with the cancelled part of the service during the 90 day notice period.

      22. Written notices
      Unless the special terms say otherwise, the following will apply.
      1. Any written notice you send us must be delivered by hand or sent by post to the postal details provided by your RTTP or any other address we give you in writing.

      2. Any written notice we send you will be:
        1. delivered by hand or posted to your billing address shown on the Offer for Service or to your registered office;
        2. faxed to your fax number shown on the Offer for Service or given to us in writing;
        3. emailed to your email address shown on the Offer for Service or given to us in writing; or
        4. sent by text message to your mobile phone number shown on the Offer for Service or given to us in writing.

      3. Written notice delivered by hand will be considered to have been received on that day. Written notice sent by post will be considered to have been received three days after the date it was posted. Written notice sent by fax will be considered to have been received when it is sent, as long as the sender receives a transmission report confirming that the fax has been sent correctly. Written notice sent by email will be considered to have been received on the working day it is first stored in the email inbox of the person the notice was emailed to. Written notice sent by text message will be considered to have been received on the working day the notice is first stored in the message inbox of the person the notice was texted to.

      4. If you send us written notice to end the agreement or cancel any part of the service you must make sure that you keep a copy of the notice and proof of delivery.

      23. Confidentiality
      1. When you or we provide confidential information (information which you or we mark as confidential or which is clearly confidential) to the other, the person receiving the confidential information (the receiver) gives the person providing the confidential information (the provider) the following assurances.
        1. The receiver will keep confidential information the provider gives in discussions leading to the agreement, and then in connection with the agreement, private.
        2. The receiver can give the provider’s confidential information, to the extent necessary and in strict confidence, to their employees, agents and subcontractors involved in providing or using the service, as the case may be. The receiver will not release all or some of the provider’s confidential information to any other person without the provider’s permission in writing.
        3. The receiver will only use the provider’s confidential information in connection with providing or using the service, as the case may be, and not for their own benefit or the benefit of anyone else.

      2. You must not reveal the terms of the agreement to any third party, or make any announcements about its contents, without our permission in writing. We may tell others that you are a customer of ours and issue agreed press releases, promotional material and case studies in line with clause 24.13, but we will not otherwise reveal the terms of the agreement to any third party without your permission in writing.

      3. The confidentiality obligations in clauses 23.1 and 23.2 will not apply if any court, government or regulator requires the receiver to reveal the confidential information (but only to the extent required by law). Unless the law does not allow this, the receiver will give the provider written notice, as soon as reasonably possible, about their confidential information being released.

      4. The confidentiality obligations in clauses 23.1 and 23.2 will not extend to confidential information which:
        1. became available to the public in a way other than through the receiver’s negligence or failure to meet an obligation under this agreement;
        2. the receiver already knew before the provider gave it them; or
        3. was given by a third party who did not receive it in confidence.

      5. Clause 23 will stay in force after the agreement or any part of it ends.

      24. Data protection and marketing
      1. When you ask for our services, we will check the following records about you, your group companies and your business partners.
        1. Our own records.
        2. Personal and business records at credit-reference agencies. When credit-reference agencies receive a search from us they will note this on your business credit file, and this may be seen by other companies. The credit-reference agencies will give us both public records (including the electoral register) and shared credit and fraud-prevention information
        3. Records held by fraud-prevention agencies.
        4. If you are a director, we will get confirmation from credit-reference agencies that the residential address you have given us is the same as that shown on the restricted register of directors’ usual addresses at Companies House.

      2. We will make checks such as assessing your application for the service and confirming identities to prevent and detect crime and money laundering. We may also make occasional searches with credit-reference agencies and fraud-prevention agencies to manage your account with us.

      3. We will send credit-reference agencies information you give us, including information on your business and its owners. The credit- reference agencies will record the information and may create a record of the name and address of your business and its owners (if there is not one already).

        We will give credit-reference agencies details of your account with us and how you manage it.

      4. If you do not pay amounts you owe us, in full and on time, credit-reference agencies will record the debt. Credit-reference agencies and fraud-prevention agencies may supply this information to other organisations so they can carry out checks, trace where you are and recover debts that you owe. Such records stay on file for six years after the relevant account is closed, whether or not you have cleared the debt. If you do not make payments that you owe us, we will trace you to recover the debt.

      5. We will carry out a search to check your identity. This involves checking the details you give us against those held on databases which credit-reference agencies and fraud- prevention agencies have access to, including the electoral register. A record of this search will be kept, and other companies may use it to help them check your identity. We may also pass information to financial institutions and other organisations involved in preventing fraud, to protect us and our customers from theft and fraud.

      6. If you give us false or inaccurate information and we suspect or identify fraud, we will record this and may pass this information to fraud-prevention agencies and other organisations involved in investigating crime and preventing fraud. We and organisations from other countries can see and use, in other countries, the information recorded by fraud- prevention agencies.

      7. We may monitor and record our telephone conversations with you in order to maintain the quality of our customer services and for training purposes.

      8. We can pass on information that describes the habits, usage patterns and characteristics of all or groups of our customers (including you). However, the information is anonymous and does not describe or reveal the identity of any particular customer.

      9. Unless you have ticked the relevant boxes on the Offer for Service, or you have told us otherwise in writing, we may:
        1. use your information to send you information about other products or services we or our group companies has available; and
        2. provide your information to third parties so they can give you information about their products or services.

      10. You authorise us to give your name and other contact details to the emergency services. Unless you tell us in writing that you withdraw that authorisation, we will also be authorised to provide those details to other communications operators and providers of directories. We will have no liability for any publication made by the emergency services or communications operators.

      11. By ordering the service from us you are giving us permission to use your personal information, together with other information from you, for the purposes of:
        1. providing you with the service, service information and updates;
        2. administration;
        3. credit scoring;
        4. carrying out identity checks;
        5. preventing fraud;
        6. monitoring and improving customer services;
        7. training; and
        8. tracking and assessing the use of our services (which includes processing call, usage , billing and interactive information);
        for as long as we need to for these specified purposes, which may be after the agreement ends. Occasionally, we may use third parties to process your personal information in the ways set out above. These third parties can only use the information in line with our instructions.

      12. We may use any information you provide for the purposes set out in this clause 24, for other purposes you give permission for, or for any other purpose required by law. We can pass your information to any of our group companies, debt-collection agencies, credit- reference agencies, credit- or fraud- monitoring schemes, security agencies or credit providers. We can also provide such information to other providers of electronic- communications services.

      13. Unless you have ticked the relevant box on the Offer for Service, or you have told us otherwise in writing, you agree to be involved in any press release, promotional material or case studies relating to the agreement which we reasonably request.

      25. Test or trial services and promotional offers
      1. We may from time to time provide test services, trial services or promotional offers to some or all of our customers. Any separate terms and conditions we specify will apply to those services and offers. Unless those separate terms and conditions state otherwise, we will not have any liability under the agreement in connection with test or trial services or promotional offers. The terms and conditions of any test or trial services or promotional offers may require a change to the agreement. In this case, by accepting the services or offer you will be considered to have accepted the change to the agreement. Unless the terms and conditions of a test or trial service or promotional offer state otherwise, we may withdraw or change the service or offer for some or all of our customers at any time and without giving notice.

      26. Test or trial services and promotional offers
      1. The agreement between you and us, together with any document referred to in it, is the whole agreement between you and us and replaces any previous drafts, agreements, and arrangements relating to the service.

      2. You and we agree that neither of us has been encouraged to enter into the agreement by any representation or promise other than those contained in the agreement, and cannot take any action in respect of any other representation or promise, except in the case of fraud or a representation or promise that is central to the agreement. (However, clauses 15.4 and 15.5 will apply to any representation or promise that is central to the agreement.)

      27. Miscellaneous
      1. Except where the agreement states otherwise, the rights and remedies under the agreement are in addition to, and do not overrule, any other legal rights and remedies.

      2. If we do not exercise, or delay in exercising, any right or remedy we have under the agreement, this does not mean we have given up that right, and so we may exercise it in the future.

      3. If we exercise all or part of any right we have under the agreement, this will not prevent us from exercising that or any other right in the future.

      4. If any court or other relevant authority finds that any part of the agreement is illegal or cannot be enforced, this will not affect the rest of the agreement. In these circumstances, you and we will discuss the affected part of the agreement to find a substitute that, as far as possible, results in the same economic effects and is legally binding.

      5. If any part of the agreement is intended to stay in force after the agreement ends, that part will stay in force after the agreement ends for any reason.

      6. Unless there are any relevant restrictions in the agreement, at any time after the date of this agreement, you or we may ask the other to complete any necessary paperwork, and take any action reasonably necessary, for the purpose of giving you or us (as appropriate) the full benefit of your or our rights under the agreement. The one asking for the paperwork to be completed, or action carried out, will pay the reasonable costs that result from completing the paperwork or carrying out the action.

      7. Nothing in the agreement forms a partnership between you and us, or makes you an agent of ours (or vice versa).

      8. You and we agree that the agreement cannot be enforced by anyone (other than you and us) under the Contracts (Rights of Third Parties) Act 1999 or any amendment to it (or the applicable law in the jurisdictions of your RTTP

      28. Settling disputes
      1. If there is a dispute between you and us in connection with the agreement, and you and we cannot settle the dispute between ourselves within 30 days of giving the other notice of the dispute, you or we may refer the dispute for arbitration, or to the courts of England, in line with clause 29.

      2. While the procedure set out in this clause 28 is being followed, and during any legal proceedings which may be ongoing or pending, you and we will both continue to meet our obligations under the agreement, but nothing in this clause prevents you or us from ending the agreement in line with these standard terms and conditions or any special terms that apply.

      3. Nothing in this clause 28 prevents you or us from applying to a court for equitable relief (a range of remedies that a court has the power to grant) if damages alone would not be an adequate remedy for breaking the agreement.

      29. Test or trial services and promotional offers
      1. The agreement and any obligations arising from or connected with it will be governed by, and interpreted according to, English law.

      2. Any dispute arising under the agreement which does not involve:
        1. a complicated issue of law; or
        2. an amount of more than £2,000 (or the equivalent in the currency of your RTTP);
        3. may be referred to arbitration or other appropriate method of dispute resolution.
        4. If any legal action or proceedings arise in connection with the agreement (whether arising out of contractual or non-contractual obligations), you and we accept that only the English courts (or the courts whereby a RTTP exists) have the power to decide on such action or proceedings.

        5. We are fully committed to dealing with all complaints, fully and fairly, and within a reasonable time. If you’d like to find out how we deal with complaints, please request our Complaint Resolution Code of Practice