Landline Rate Card

Our Landline Rate Card outlines the charges applicable outside what is normally included with your line rental. Calls to standard UK landlines are normally included, sometimes up to a defined call volume threshold. Access charges to call nongeographic and premium services are typically much lower than calls from mobiles. International call rates vary by destination and type with some carriers including some calls depending on tariff type. Details by carrier below.

8x8 

Calls to UK landlines and mobiles are included for all X1 licences and above. International call rates vary by X-Series licence the higher the licence the more countries are included:

Licence	Calls Included
Lobby	Internal Calling Only
X1	Unlimited UK including landlines (01,02, & 03) & UK mobiles
X2	Unlimited calling within 14 countries: Australia*, Canada, France*, Germany*, Italy*, Ireland*, Netherlands*, New Zealand*, Puerto Rico, Spain*, Sweden*, Switzerland*, UK & USA
X3	Unlimited calling within 32 countries: Australia, Belgium, Brazil*, Canada, China, Denmark, France, Germany, Guam, Hong Kong, Hungary, Ireland, Israel, Italy*, Luxembourg*, Malta, Mexico, Netherlands, New Zealand, Norway, Poland*, Portugal*, Puerto Rico, Romania, Slovakia, South Korea, Spain, Sweden, Switzerland*, Taiwan*, UK & USA
X4 X6 X7 X8	Unlimited calling within 47 countries: Australia, Argentina*, Belgium, Brazil*, Canada, China, Chile, Cyprus*, Denmark, Dominican Republic, Finland, France, Germany, Greece, Guam, Hong Kong, Hungary, India, Indonesia, Ireland, Israel, Italy*, Japan*, Luxourg*, Malaysia, Malta, Mexico, Netherlands, New Zealand, Norway, Peru, Poland*, Portugal*, Puerto Rico, Romania, Singapore, Slovakia, South Africa, South Korea, Spain, Sweden, Switzerland*, Taiwan*, Thailand, Turkey, UK & USA

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

*Landline only. Excludes calls to Mobile, Special and Premium Numbers

 

Out of Bundle Call Rates

Destination	In Bundle	Rate
UK Local and National Geographic 01 / 02	Y	£0.052
UK Wide 03	Y	£0.060
UK Mobiles	Y	£0.074
Non-Geo and Premium Access Charge	N	£0.040
Non-Geographic calls e.g. 0844/0845	N	Varies
International Landlines & Mobiles	Varies	Varies
Premium Rate	N	Varies

Rates are charged per minute. Please contact us for any rates not listed.

 

3CX

There are no inclusive bundles with 3CX but certain call types are not charged.

Call Type	Rate
UK National 01 / 02 / 07	£0.000
UK Wide 03	£0.024
UK Channel Islands Landline	£0.056
UK Jersey Mobile	£0.294
UK Guernsey / IoM Mobile	£0.340
Non-Geo and Premium Access Charge	£0.040
Non-Geographic calls e.g. 0844/0845	Varies
International Landlines & Mobiles	Varies
Premium Rate	Varies

Rates are charged per minute. Please contact us for any rates not listed.

 

Cisco Webex

Calls to UK Landlines 01, 02, 03 and UK mobiles are free of charge up to a threshold:

• Up to 2,000 minutes per subscription per month of calls to 01, 02 and 03* are free. *The number of calls to 03 must not exceed 15% of the total number of calls made by the user.
• Up to 2,000 minutes per subscription per month of calls to UK mobiles are free.
• The threshold is applied at the Horizon company level, not at the level of the individual subscriptions. For example, if a Horizon company has 4 subscriptions, it will get up to 8,000 free minutes which can be pooled across any of the individual subscriptions.

 

Out of Bundle Call Rates

Destination	In Bundle	Rate
Non-Geo and Premium Access Charge	N	£0.040
Non-Geographic calls e.g. 0844/0845	N	Varies
International Landlines & Mobiles	N	Varies
Premium Rate	N	Varies

 

 

Mobile Rate Card

BSL-IT’s mobile rate card outlines the charges applicable outside what is normally included in your tariff bundle for O2, Vodafone, EE and Three (Gamma). Most tariffs will include unlimited UK calls to geographic landlines and UK mobiles, but charges will apply for non-geographic, premium rate and international calls. Contact us for details of international calling bolt-ons. Standard UK text messages (SMS) are usually free, but picture messages (MMS) are chargeable. Using your UK mobile abroad normally attracts additional charges and extended foreign use is capped by fair usage policies.

UK to UK

Rates are standard across all four networks.

UK to UK - O2, Vodafone, EE, & Three (Gamma)	Included in Tariff	Out of Bundle Rate
Calls to UK Local & National (01, 02, 03)	Y	£0.64
Calls to UK mobiles	Y	£0.64
Calls to Voicemail	Y	£0.64
Standard message (SMS)	Y	£0.64
Data (per MB)	Y	£0.05
Access Charge (for Non-Geo, Premium, 118 etc.)	N	£0.60
Picture message (MMS)	N	£0.64
Voicemail Call Return / Call Forwarding	N	£0.64

 

UK to International Calls / SMS

Rates vary by network see individual tables below. Calls prices per minute. SMS prices per SMS.

UK to International	Calls	SMS
Channel Isles & IoM (Zone 0)	£0.81	£0.36
Ireland (Zone 1)	£0.54	£0.30
Europe, USA/Canada & Asia Pac (Zones 2 – 5)	£1.25	£0.30
Rest of World (Zone 6)	£1.67	£0.30

 

UK to International - Vodafone	Calls	SMS
Europe	£0.20	£0.50
USA/Canada	£1.25	£0.50
Rest of World	£2.50	£0.65

 

UK to International - Three (Gamma)	Calls	SMS
Europe, USA/Canada, American Samoa (Zones 1,2,5)	£0.096	£0.094
Albania, Bosnia Herzegovina, Faroe Islands (Zone 3)	£0.272	£0.160
Asia Pacific (Zone 4)	£0.400	£0.160
Rest of World (Zone 6)	£0.560	£0.160

 

UK to Internatioanl - EE	Calls	SMS
IDD Zone 1 – See International Zones below	£0.16	£0.14
IDD Zone 2 – See International Zones below	£0.24	£0.20
IDD Zone 3 – See International Zones below	£0.40	£0.24
IDD Zone 4 – See International Zones below	£0.60	£0.30
IDD Zone 5 – See International Zones below	£1.20	N/A
IDD Zone 6 – See International Zones below	£2.40	N/A
IDD Zone 7 – See International Zones below	£3.60	N/A
IDD Zone 8 – See International Zones below	£7.50	N/A

EU Roaming

EU 'roam like at home' allows users on most networks to access their UK bundle while travelling within the EU. Fair Usage Policy applies see below. Vodafone and Three (Gamma) have a fixed charge of £2.50 per day. O2 currently have no charge for EU Roaming. EE Europe Zone charge £2.50 per day for a fixed allowance of 2GB data plus unlimited voice/SMS.
 

International Roaming

O2 and Vodafone both offer a World Traveller Service (WTS) which allows users to access their UK allowance when travelling abroad. EE and Three (Gamma) have a fixed daily allowance. Certain countries are not included, in which case all usage will be charged at per minute / SMS / MB / event rates. O2, EE and Three (Gamma) have tiered pricing dependant on country visited. See International Zones grid below.

Vodafone World Traveller Service	£5.00 per day UK Allowance
O2 World Traveller Service Tier 1	£5.00 per day UK Allowance
O2 World Traveller Service Tier 2	£10.00 per day UK Allowance
Three Business Traveller Zone B	£7.50 per day - 1GB data / 200 SMS / 200 mins
Three Business Traveller Zone C	£15.00 per day - 50MB data / 10 SMS / 20 mins
Three Business Traveller Zone D	£15.00 per day - 5MB / 5 SMS / 5 mins
EE Business Zone	£10.00 per day - 1GB data / unlimited SMS / unlimited mins
EE World Zone	£15.00 per day - 1GB data / 60 SMS / 60 mins

See International Zones below for a list of applicable countries. Further charges will apply if travelling to excluded countries or exceeding daily allowances.

PLEASE NOTE: All rates listed are a selection of services and deemed correct to the best of our knowledge at the time of going to print. Further charges may apply for non-listed services and / or where allowances are exceeded. Rates are charged per minute / SMS / MB / event. See International Zones below for detailed list of countries by network. Please contact us to query any rates not listed.

 

Fair Usage Policy – All Networks

You must only use the services for private, personal and legitimate business purposes.

What to avoid: You must not use your SIM card to support any connection where the SIM card is fitted into equipment for use with applications that primarily transfer information between fixed systems and remotely located handsets/assets or any other remote computer systems.

• Customer shall not connect or continue connection by or on behalf of itself or any End User of any GSM Gateway(s) to the Network without our prior written consent, which may be withheld at our absolute discretion. What to avoid: You must not establish, install or use a gateway device, application or SIM box (including devices tethered via cable, Bluetooth or Wi-Fi, to a computer or the internet) for the purposes of making large volumes of calls or sending large volumes of texts. Don’t use gateway devices, applications, or SIM boxes to send automated messages or to make automated calls.
• You must not use our services or SIM cards to generate artificially inflated traffic or to persistently send automated or unsolicited text messages. What to avoid: Sending unusually high volumes of SMS messages or sending SMS messages to an unusually large number of recipients or distribution groups in a short space of time or sending any automated or unsolicited SMS messages.
• You must not use our services or a SIM card in such a way that in our reasonable opinion we believe adversely impacts ours or our suppliers’ network or the service(s) to our other customers. What to avoid: Using our services to do anything which slows down the performance of the network or prevents other customers from using the network as intended because of congestion caused by your usage of the services.
• You must not use our services fraudulently, in connection with a criminal offence, in breach of any law or statutory duty, to make a call or send a message or to take pictures or video or send, upload, download, use or re-use any material, which is offensive, abusive, indecent, defamatory, obscene or menacing, a nuisance (including to our staff) or a hoax in breach of any rights or anyone's privacy or is otherwise unlawful. What to avoid: Making nuisance phone calls, unlawful file sharing, and sharing, downloading or viewing inappropriate or illegal content.
• You may use our services in our Europe Zone for periodic travel only, like business travel, holidays or short breaks. If you're not genuinely using our services for periodic travel, we may have to charge you for, or suspend you from, using our services in our Europe Zone. What to avoid: Using our services for the first time outside of the UK or using our services within our Europe Zone for prolonged periods which don't follow reasonable business holiday or travel patterns and behaviour. If you use our services in our Europe Zone for 60 days or more in any four-month period, this is likely to be deemed to be an unfair use of our services and you will be in breach of this Fair Usage Policy.

We reserve and maintain the right at all times to charge for excessive roamed usage and/or to restrict the bandwidth of any data connection in the event that in its sole opinion, the usage is high.

Furthermore, we may also disconnect a user either temporarily or permanently for excessive continued use.

Examples of excessive roamed usage may include:

• Prolonged video streaming
• Multiple users connecting to a wireless router
• Downloading large files over an extended period
• High volumes of SMS messaging
• Use of virtual SIM servers

 

O2 Fair Usage

O2 Individual & Aggregated Tariffs

Roaming in World Traveller Service (WTS) countries is subject to fair usage. O2 will deem users that roam in WTS Tier 1 countries and consume more than 25GB of data usage in a calendar month (per connection) as in breach of our fair usage policy and reserve the right to charge for excessive roamed usage and/or to restrict the bandwidth of any data connection. WTS Tier 2 countries have a fair usage allowance of 2GB per calendar month (per connection) and Zest4 reserve the right to charge for excessive roamed usage.

O2 Unlimited Tariffs

Unlimited data is subject to a fair usage policy of 650GB per calendar month (per connection) and any user exceeding 650GB will be charged. Unlimited tariffs have a fair usage policy of 25GB in Roam Like at Home countries and will be charged if they exceed 25GB. In addition, Unlimited tariffs have a fair usage policy of 25GB in World Traveller Service (WTS) countries and we reserve the right to charge for excessive roamed usage.

O2 Unlimited UK Minutes and SMS

Unlimited Minutes and SMS are subject to a fair usage policy. The fair usage per SIM on unlimited tariffs is set at 3000 minutes and 3000 SMS per monthly billing cycle. Any user going over this fair usage policy will be charged for usage over 3000 minutes and/or SMS. If the usage continues to exceed the fair usage policy terms, we reserve the right to bar or disconnect the services.

Vodafone Fair Usage

Minutes and SMS are subject to a fair usage policy. The fair usage per SIM on unlimited tariffs is set at 3000 minutes and 3000 SMS per monthly billing cycle. Any user going over this fair usage policy will receive communication requesting them to moderate their usage. If the usage continues to exceed the fair usage policy terms, Zest4 reserve the right to charge for this usage or bar the services.

Users cannot exceed 500GB data usage per month twice or more in a 6 month period. Connections breaching the policy will be flagged and ask to change their usage profile. Failure to do so may result in termination by Vodafone. If 25GB is exceeded whilst roaming in RLAH (Roam Like At Home) or any WTS (World Traveller Service) countries then a charge of £4.10 per GB (charged per MB) will apply.

Three (Gamma) Fair Usage

Subject to fair usage policy of 4,000 minutes and 2,000 SMS per month. Our fair usage policy for unlimited data tariffs is 650GB per month after which speeds can be throttled, and 20 GB when roaming in the regulated EU zone after which usage is charged at out-of-bundle rates. Where the fair use limit is exceeded more than twice in a 3-month period Gamma reserves the right to move the user to a more suitable plan

EE Fair Usage

Unlimited calls and texts are from within the UK, to UK mobile numbers, and to UK landlines (excluding Jersey, Guernsey, and the Isle of Man). Unlimited applies only for normal person to person calls from a standard mobile telephone handset used by consumers and excludes (without limitation) non-person to-person devices such as machine-to-machine devices or any other device that in the reasonable opinion of EE is considered to be non-standard consumer device.

If in a billing month a Subscriber on UK tariffs:

• Texts or calls more than 300 different numbers: or generates 3,000 minutes, or
• Sends more than 3,000 SMS or
• Uses more than 600GB data on a voice plan or more than 1000GB data in a mobile broadband plan, or d) tethers 12 or more devices to the Subscription

We will charge for any usage in excess of our Fair Usage Policy at standard overage rates, and we may:

• Cotact you and ask you to take action with your end-user;
• Move the Subscription to a rate plan or product suitable for the usage profile of the Subscription;
• Reduce the service to the Subscription or a group or related Subscriptions; or 
• Disconnect the Subscription or group of related Subscriptions from the Network

This is intended as a guide and doesn’t constitute an exhaustive list of how you could be breaching this Fair Usage Policy. If we reasonably suspect end users of breaching this policy, we reserve the right to impose further charges and / or disconnect SIM card(s).

International & EU Zones listed by country by network on the following pages:

Country	O2 Int Call Zone	O2 EU RLAH	O2 WTS Tier 1 (£5 per day)	O2 WTS Tier 2 (£10 per day)	O2 WTS UNTIERED	Voda RoW Zones	Voda Euro Zone	Voda RLAH (£5 per day)	Voda WTS (£5 per day)	Gamma Three Int Call Zone	Gamma Three Roaming Zone	EE Europe Zone	EE Business Zone	EE World Zone	EE Rest of World Zone	EE IDD Voice Zone	EE IDD SMS Zone
Abkhazia	6									6	D
Afghanistan	6		Y			1			Y	6	C				3	3	1
Alaska	4									6	D		Y			1	4
Albania	3		Y			1			Y	3	B				2	4	3
Alderney	0	Y					2		Y	6	E
Algeria	3			Y		2				6	D				6	5	2
American Samoa	6				Y	2				5	D
Andorra	2		Y			3			Y	2					2	3	1
Angola	6			Y		4				6	D				8	3	1
Anguilla	6		Y			1			Y	6	C				1	3	4
Antarctica	6				Y					6	D
Antigua and Barbuda	6		Y			1			Y	6	C				1	4	4
Argentina	6		Y			1			Y	6	B			Y		2	3
Armenia	6		Y			1			Y	6	B			Y		3	4
Aruba	6		Y			1			Y	6	D				2	3	3
Ascension Islands						4				6	D				8	6	1
At SEA					Y	4					D
Australia	5		Y			1			Y	4	B		Y			1	4
Australian Ext. Territories						4				6	D
Austria	2	Y					1	Y		1	E	Y				1	4
Azerbaijan	6			Y		1				6	C				2	4	3
Azores		Y						Y		6	D
Bahamas	6			Y		1				6	D				2	4	1
Bahrain	6		Y			1			Y	6	C				6	2	2
Balearic Islands		Y					1	Y		6	D
Bangladesh	6		Y			1			Y	6	C			Y		1	2
Barbados	6		Y			1			Y	6	C				1	3	4
Belarus	6			Y		2				6	C				1	4	1
Belgium	2	Y					1	Y		1	E	Y				1	4
Belize	6			Y		4				6	D				6	3	1
Benin	6			Y		1				6	D				3	4	2
Bermuda	6		Y			1			Y	6	C			Y		1	1
Bhutan	6				Y	4				6	D				4	1	1
Bolivia	6			Y		2				6	D				8	3	3
Bonaire						1			Y	6	D
Bora Bora	6									6	D
Bosnia and Herzegovina	3		Y			1			Y	3	C				7	4	1
Botswana	6			Y		1				6	C				1	3	1
Brazil	6		Y			1			Y	6	B			Y		1	4
Brunei Darussalam	6				Y	1				6	B				2	1	1
Bulgaria	2	Y					1	Y		1	E	Y				1	2
Burkina Faso	6				Y	1				6	D				4	4	4
Burundi	6			Y		4				6	D				8	5	2
Cambodia	6		Y			1			Y	6	D				3	1	1
Cameroon	6			Y		1				6	D				1	4	2
Canada	4		Y			1			Y	5	B		Y			1	4
Canary Islands	2	Y					1	Y		6	D	Y				1	4
Cape Verde	6			Y		2				6	D				3	4	2
Cayman Islands	6		Y			1			Y	6	C				1	3	3
Central African Republic	6				Y	1				6	D				8	5	1
Chad	6			Y		1				6	D				4	6	2
Chile	6		Y			1			Y	6	B			Y		1	3
China	6		Y			1			Y	4	B		Y			1	3
Christmas Island	5				Y					6	D
Cocos Islands	4				Y					6	D
Colombia	6		Y			1			Y	6	B			Y		1	3
Comoros	6				Y	4				6	D				8	5	4
Congo	6			Y		1			Y	6	C				4	5	2
Congo (Dem. Republic of)	6		Y			1			Y	6	D
Cook Islands	6				Y	4				6	D				8	7	1
Costa Rica	6		Y			1			Y	6	B				2	1	3
Croatia	3	Y					1	Y		1	E	Y				1	3
Cuba	6			Y		4				6	D				8	5	4
Curacao	6					1			Y	6	D
Cyprus	2	Y					1	Y		1	E	Y				1	4
Czech Republic	2	Y					1	Y		1	E	Y				1	4
Denmark	2	Y					1	Y		1	E	Y				1	1
Diego Garcia	6					4				6	D				8	6	4
Dijibouti	6				Y	4				6	D				8	4	1
Dominica	6		Y			1			Y	6	C
Dominican Republic	6		Y			1			Y	6	C				2	2	3
East Timor	6				Y	4				6	D				8	3	1
Ecuador	6		Y			1			Y	6	B			Y		3	3
Egypt	6		Y			1			Y	6	C				1	2	1
El Salvador	6		Y			1			Y	6	B			Y		3	3
Equatorial Guinea	6			Y		4				6	D				8	5	1
Eritrea	6				Y	4				6	D				8	3	1
Estonia	2	Y					1	Y		1	E	Y				1	1
Ethiopia	6				Y	4				6	D				7	3	4

 

Country	O2 Int Call Zone	O2 EU RLAH	O2 WTS Tier 1 (£5 per day)	O2 WTS Tier 2 (£10 per day)	O2 WTS UNTIERED	Voda RoW Zones	Voda Euro Zone	Voda RLAH (£2.50 per day)	Voda WTS (£5 per day)	Gamma Three Int Call Zone	Gamma Three Roaming Zone	EE Europe Zone	EE Business Zone	EE World Zone	EE Rest of World Zone	EE IDD Voice Zone	EE IDD SMS Zone
Falkland Islands	6			Y		4				6	D				8	6	1
Faroe Islands	2	Y					2		Y	3	B			Y		1	4
Fiji	6		Y			1			Y	6	C				8	4	1
Finland	2	Y					1	Y		1	E	Y				1	3
France	2	Y					1	Y		1	E	Y				1	4
French Guiana	6	Y					1	Y		6	E				2	1	4
French Polynesia	6			Y		1	1			6	D				4	4	1
French West Indies	6						1			6	D
Gabon	6			Y		1				6	B				1	5	4
Gambia	6			Y		2				6	D				3	5	2
Georgia	6		Y			1			Y	6	B				2	4	1
Germany	2	Y					1	Y		1	E	Y				1	4
Ghana	6		Y			1			Y	6	C				1	4	2
Gibraltar	2	Y					1	Y		1	E		Y			2	1
Greece	2	Y					1	Y		1	E	Y				1	4
Greenland	6			Y		4				6	C				7	1	1
Grenada	6		Y			1			Y	6	C				1	3	4
Guadeloupe	6	Y					2	Y	Y	1	E			Y		3	4
Guam	6				Y	1			Y	6	C				8	1	4
Guatemala	6		Y			1			Y	6	B				4	2	3
Guernsey	0	Y					2		Y	6	E		Y			N/A	N/A
Guinea				Y		2				6	D				1	4	1
Guinea-Bissau	6			Y		2				6	D				1	5	1
Guyana	6		Y			1			Y	6	D				2	3	3
Haiti	6		Y			1			Y	6	C				2	4	1
Hawaii	4									6	D		Y			1	4
Honduras	6		Y			1			Y	6	B				4	3	3
Hong Kong	5		Y			1			Y	4	B		Y			1	4
Hungary	2	Y					1	Y		1	E	Y				1	3
Iceland	3	Y					1	Y		1	E	Y				1	4
In AIR					Y	4					D
India	6		Y			1			Y	4	B				1	1	2
Indonesia	6		Y			1			Y	6	B				2	1	4
Iran	6				Y	1				6	D				3	2	4
Iraq	6			Y		1				6	C				1	3	2
Ireland	1	Y					1			1	E	Y				1	3
Isle of Man	0	Y					2		Y	6	E		Y			N/A	N/A
Israel	6		Y			1			Y	6	B			Y		1	4
Italy	2	Y					1	Y		1	E	Y				1	4
Ivory Coast	6			Y		1				6	C				1	5	4
Jamaica	6		Y			1			Y	6	C				2	3	3
Japan	5		Y			1			Y	4	B				1	1	3
Jersey	0	Y					2		Y	6	E		Y			N/A	N/A
Jordan	6		Y			1			Y	6	C				6	3	1
Kazakhstan	6		Y			1			Y	6	B				1	3	1
Kenya	6		Y			1			Y	6	C				1	3	2
Kiribati	6				Y	4				6	D				8	7	1
Kosovo	3							Y		6	C				1	5	2
Kyrgyzstan	6				Y	2				6	B				4	3	1
Kuwait	6		Y			1			Y	6	B				1	1	2
Lao People's Dem. Repubic			Y							6	D
Laos	6					1			Y	6	D				8	1	2
Latvia	2	Y					1	Y		1	E	Y				1	3
Lebanon	6			Y		4				6	D				8	3	4
Lesotho	6		Y			1			Y	6	D				4	5	2
Liberia	6			Y		2				6	D				1	4	2
Libya	3					4				6	D				8	4	4
Libyan Arab Jamahiriya					Y					6	D
Liechtenstein	2	Y					1	Y		1	E	Y				1	1
Lithuania	2	Y					1	Y		1	E	Y				1	3
Luxembourg	2	Y					1	Y		1	E	Y				1	4
Macau	6		Y			1			Y	6	C				1	2	2
Macedonia	3		Y			1			Y	6	C			Y		4	4
Madagascar	6			Y		4				6	D				1	5	1
Madeira		Y					1	Y		6	D
Malawi	6			Y		2				6	D				8	5	2
Malaysia	5		Y			1			Y	6	B				5	2	2
Maldives	6				Y	4				6	D				7	6	1
Mali	6			Y						6	D				1	4	2
Malta	2	Y					1	Y		1	E	Y				1	1
Marshall Islands	6				Y	4				6	D				8	3	1
Martinique	6							Y		1	E				8	1	4
Mauritania	6			Y		2				6	D				8	5	1
Mauritius	6			Y		2				6	D				2	2	2
Mayotte	2	Y					1	Y		6	E				8	2	4
Mexico	6		Y			1			Y	6	B			Y		1	4
Micronesia	6				Y	4				6	D				8	5	1
Midway Island					Y	4				6	D
Moldova	6		Y			1			Y	6	C			Y		4	3

 

Country	O2 Int Call Zone	O2 EU RLAH	O2 WTS Tier 1 (£5 per day)	O2 WTS Tier 2 (£10 per day)	O2 WTS UNTIERED	Voda RoW Zones	Voda Euro Zone	Voda RLAH (£2.50 per day)	Voda WTS (£5 per day)	Gamma Three Int Call Zone	Gamma Three Roaming Zone	EE Europe Zone	EE Business Zone	EE World Zone	EE Rest of World Zone	EE IDD Voice Zone	EE IDD SMS Zone
Monaco	2	Y					1	Y		1	E				1	4	4
Mongolia	6		Y			1			Y	6	D				8	1	1
Montenegro	3		Y			1			Y	6	C			Y		4	3
Montserrat	6		Y			1			Y	6	C				1	3	4
Morocco	4		Y			1			Y	6	C				6	5	3
Mozambique	6		Y			1			Y	6	D				8	4	3
Myanmar	6		Y			1			Y	6	B				4	4	4
Namibia	6			Y		3				6	D				4	2	1
Naura						4				6	D
Naura	6				Y					6	D				8	6	1
Nepal	6			Y		3				6	D				3	2	4
Netherlands	2	Y					1	Y		1	E	Y				1	3
Netherlands Antilles	6		Y			1			Y	6	D
New Caledonia	6					4				6	D				8	4	4
New Zealand	5		Y			1			Y	4	B		Y			1	4
Nicaragua	6		Y			1			Y	6	B			Y		4	3
Niger	6			Y		1				6	B				1	4	2
Nigeria	6			Y		1				6	B				1	2	4
Niue	6				Y	4				6	D				8	7	1
Norfolk Island	6				Y	4				6	D
Northern Marianna Islands	4					4				6	D
North Korea	6				Y					6	D
North Mariana					Y					6	D				8	1	4
Norway	2	Y					1	Y		1	E	Y				1	4
Oman	6		Y			1			Y	6	C				1	3	3
Pakistan	6		Y			1			Y	6	B			Y		1	1
Palau	6				Y	4				6	D				8	3	1
Palestinian Authority	6			Y		1				6	D
Palestinian Territory	6					1				6	D				8	3	1
Panama	6		Y			1			Y	6	B				2	2	3
Papua New Guinea	6		Y			1			Y	6	D				8	6	1
Paraguay	6		Y			1			Y	6	B				4	1	3
Peru	6		Y			1			Y	6	C			Y		1	2
Philipines	6		Y			1			Y	6	D				2	2	1
Pitcairn					Y					6	D
Poland	2	Y					1	Y		1	E	Y				1	3
Portugal	2	Y					1	Y		1	E	Y				1	4
Puerto Rico	6		Y			1			Y	6	B			Y		1	4
Qatar	6		Y			1			Y	6	B			Y		3	1
Reunion	6			Y			2		Y	1	E			Y		2	2
Romania	2	Y					1	Y		1	E	Y				1	3
Russia	6		Y			1			Y	6	B			Y		4	4
Russian Federation										6	D
Rwanda	6			Y		1				6	C				1	4	2
Saba						1			Y	6	D
Saint Batholomew										6	E
Saint Helena	6				Y	4				6	D				8	7	4
Saint Kitts and Nevis	6		Y			1			Y	6	C				8	3	4
Saint Lucia	6		Y			1			Y	6	C				1	3	3
Saint Martin	6	Y				1		Y	Y	1	E
Saint Pierre and Miquelon	6				Y	4				6	D
Saint Vincent and Grenadines	6		Y			1			Y	6	C				8	3	4
Samoa			Y			1				6	D				8	7	1
San Marino	2	Y					2		Y	1		Y				2	4
San Tome and Principe	6				Y	4				6	D				8	6	1
Saudi Arabia	6		Y			1			Y	6	C		Y			2	3
Senegal	6			Y		2				6	C				1	4	2
Serbia	3		Y			1			Y	6	C			Y		4	3
Seychelles	6			Y		1				6	D				1	5	4
Sierra Leone	6			Y		2				6	D				3	5	2
Singapore	5		Y			1			Y	4	B		Y			1	2
Sint Eustatius						1			Y	6	D
Sint Maarten			Y			1			Y	6	D
Slovakia	2	Y					1	Y		1	E	Y				1	3
Slovenia	2	Y					1	Y		1	E	Y				1	3
Solomon Islands	6				Y	4				6	D				8	8	1
Somalia	6				Y	4				6	D				8	5	1
South Africa	5		Y			1			Y	4	B		Y			3	3
South Korea	6					1			Y	6	B				6	1	2
South Sudan			Y			1			Y	6	D				8	5	1
Spain	2	Y					1	Y		1	E	Y				1	4
Sri Lanka	6		Y			1			Y	6	B				2	2	1
State of Palenstine										6	D
Sudan	6					1				6	D				1	2	1
Suriname	6		Y			1			Y	6	D				4	4	1
Svalbard and Jan Mayen Isl.		Y								6	D
Swaziland	6		Y			1			Y	6	D				4	2	4
Sweden	2	Y					1	Y		1	E	Y				1	4
Switzerland	2	Y					1		Y	2	E		Y			3	4

 

Country	O2 Int Call Zone	O2 EU RLAH	O2 WTS Tier 1 (£5 per day)	O2 WTS Tier 2 (£10 per day)	O2 WTS UNTIERED	Voda RoW Zones	Voda Euro Zone	Voda RLAH (£2.50 per day)	Voda WTS (£5 per day)	Gamma Three Call Zone	Gamma Three Roaming Zone	EE Europe Zone	EE Business Zone	EE World Zone	EE Rest of World	EE IDD Voice Zone	EE IDD SMS Zone
Syria	6					4				6	D				8	4	4
Syrian Arab Republic					Y					6	D
Tahiti	6									6	D
Taiwan	6		Y			1			Y	4	B				1	2	2
Tajikistan	6			Y						6	C				4	3	1
Tanzania	6		Y			1			Y	6	D				1	4	2
Thailand	6		Y			1			Y	4	B			Y		1	2
Togo	6			Y		1				6	D				8	4	1
Tokelau	6				Y	4				6	D				8	8	4
Tonga	6		Y			1			Y	6	D				8	6	1
Trinidad and Tobago	6		Y			1			Y	6	D				2	3	3
Tunisia	3			Y		3				6	C				1	5	2
Turkey	3	Y					2		Y	2	B		Y			3	4
Turkmenistan	6			Y		4				6	D				8	2	1
Turks and Caicos Islands	6		Y			1			Y	6	C				1	3	4
Tuvalu	6				Y	4				6	D				8	7	1
Uganda	6			Y		1				6	D				1	4	2
Ukraine	6		Y			1			Y	6	B			Y		3	4
United Arab Emirates	6		Y			1			Y	6	C				1	2	3
United States of America	4		Y			1			Y	5	B		Y			1	4
Uraguay	6		Y			1			Y	6	B				1	2	3
Uzbekistan	6		Y			1			Y	6	C			Y		2	1
Vanuatu	6		Y			1			Y	6	D				4	7	4
Vatican City	2	Y					1	Y		6					8	1	4
Venezuela	6			Y		1				6	D			Y		2	3
Vietnam	6		Y			1			Y	6	C			Y		1	1
Virgin Islands (British)	6		Y			1			Y	6	C				2	3	4
Virgin Islands (US)	6		Y			1			Y	6					8	1	4
Wallis and Futuna Islands	6				Y	4				6	D
Western Samoa	6					1				6	D
Yemen	6			Y		1				6	C				8	2	1
Zambia	6			Y		1				6	D			Y		5	3
Zimbabwe	6			Y		2				6	D				8	5	3

 

 

MASTER SERVICES AGREEMENT 

1. This Master Services Agreement (the “Agreement”) sets out a framework pursuant to which BSL-IT Ltd can provide certain Services, Equipment and/or Leased Equipment (as the case may be) to the Client.
2. The Agreement comprises of the following documents and any reference to this Agreement shall include each of these documents:
3. Schedule 1: General Terms and Conditions
4. Services Schedule(s) specific terms that relate to services taken
5. Appendix 1: Acceptable Use Policy
6. Appendix 2: Privacy & Data Policy

In the event of an inconsistency in the documents that comprise the Agreement, the documents shall be given the order of precedence set out above.

 

Schedule 1  

General Terms and Conditions

1 INTERPRETATION

1.1 The definitions and rules of interpretation in this condition apply in these terms and conditions (“Conditions”). Acceptable Use Policy  means BSL-IT Ltd’s acceptable use policy concerning use of the Services set at Appendix 1 to this Agreement as may be updated from time to time in accordance with condition 18.1;

Act	means the Communications Act 2003 (as amended);
Agreement	means the execution page; these Conditions, any Service Schedules, the Acceptable Use Policy and BSL-IT Ltd's privacy and data policy set out at Appendix 2 to this Agreement taken together;
Additional Charges	means Charges which may be made (in addition to the Annual Support Charge) for additional services supplied pursuant to condition 7.3.3;
Airtime	means wireless airtime and network capacity procured from the Carrier in relation to the Mobile Services;
Annual Support Charge	means the support charge for the Managed Services Support Services as set out on the Order Form;
Anti-Bribery Laws	means any and all statutes, statutory instruments, bye-laws, orders, directives, treaties, decrees and laws which relate to the anti-bribery and/or anti-corruption, including the Bribery Act;
Associated Company	means any holding company or subsidiary company, each of shall have the meanings given to them as in section 1162 of the Companies Act 2006;
Bribery Act	means the Bribery Act 2010;
Business Day	means any day which is not a Saturday or Sunday or a bank or public holiday in England;
Carrier	means the relevant third party public telecommunications operator or third party network service provider including but not limited to any network operator who operates the wireless network or networks to which SIM cards are connected and from whom Airtime is procured for the Client;
Charges	means the charges payable by the Client for use, installation and/or delivery of Services and any Equipment and/or Leased Equipment as specified in the Service Schedule, the Order Form and/or as otherwise agreed in writing from time to time;
Client	means the person, firm or company identified in the Order Form;
Client Information	means the information that the Client should provide to BSL-IT Ltd in relation to the Services (including all relevant details which relate to the Client’s requirement for the provision of the Services and information more particularly described in the Service Schedule);
Client Review Meeting	means a meeting attended by a representative of the Client and a representative of BSL-IT Ltd where BSL-IT Ltd reviews the services supplied to the Client and makes an offer to extend the term of the Contract;
Code	means any code of practice published by PSA (or equivalent) from time to time;
Commission Clawback	means any request for repayment of funds by the Carrier associated with this Agreement;
Conditions	means these general terms and conditions set out in this Schedule 1 (as amended from time to time;
Confidential Information	means all confidential information or data (whether oral, visual, recorded in writing, in any other medium or by any other method) disclosed to or obtained by one party from the other or from a third party, including any information relating to a party's operations, processes, plans, intentions, price lists, pricing structures, knowhow, design rights, trade secrets, software, market opportunities, clients and business affairs;
Connection Date	means the date when the Carrier having received the relevant information from BSL-IT Ltd is in a position to and has agreed to commence provision of the Network Services to the Client;
Contract	means the agreement between the Client and BSL-IT Ltd for the provision of the Equipment, Leased Equipment and/or Services (or any of them) incorporating these Conditions, the Order Form, any other Service Specific Conditions, the Acceptable Use Policy and BSL-IT Ltd’s privacy and data policy set out at Appendix 2 to this Agreement;
Contract Spend	means the amount spent by the Client in a Year;
Contractor	means any person who, on or prior to the commencement of the Contract (and/or the transfer of such services to BSL-IT Ltd), supplied services to the Client which were the same as or similar to those provided or to be provided by BSL-IT Ltd to the Client under the Contract;
Default Charging Account	means thirty (30) days following the date the Client signed the Order Form;
Delivery	means the point that the Equipment and/or Leased Equipment arrives at the Client’s Sites before (where applicable) the unloading of Equipment and/or Leased Equipment from the delivery vehicle and ”Delivered” shall be construed accordingly;
BSL-IT Ltd	means BSL-IT Ltd. (incorporated in England and Wales under company number 10301732);
BSL-IT Ltd Network	means the system for the conveyance, through the agency of electric, magnetic, electro-magnetic, electro-chemical or electromechanical energy of (i) speech, music and other sounds, (ii) visual images signals serving for the impartation (whether as between persons and persons, things and things or persons and things) of any matter otherwise than in the form of sounds or visual images or (iii) signals serving for the actuation or control of machinery or apparatus which BSL-IT Ltd operates in connection with the provision of the Services;
BSL-IT Ltd Address	means The Old Pump Station, Furnace Lane, Finedon, Northamptonshire NN9 5NZ
Early Termination Charges	means the charges that shall apply where a Client seeks to terminate a Contract before the end of the Minimum Term; such charges to cover the remainder of the Minimum Term and shall be based on an average of the monthly payments plus a fifty pound (£50) disconnection fee per line/seat;
Emergency Call	means a call to the numbers “112” or “999”;
Employee	means any employee, former employee, consultant, former consultant, contractor, former contractor, agent or former agent of the Client or any Contractor or Subcontractor;
Employment Regulations	means any laws in any country in the world implementing the provisions of EC Directives No. 77/187 dated 14 February 1977, 2001/23 dated 12 March 2001 or equivalent or similar regulations that protect the rights of employees on a transfer of a business or undertaking or any laws providing for the automatic transfer of employees on transfer of the whole or part of an undertaking, business or service provision change, including in the United Kingdom the Transfer of Undertakings (Protection of Employment) Regulations 2006 as amended or replaced from time to time;
End User Service	means such entertainment, live or recorded information or other service (including Premium Rate Services) made available by the Client from time to time for itself or any Information Provider
Equipment	means any equipment and/or software related products which is not Leased Equipment;
Future Contract Spend	means the amount set out on the Order Form which the Client agrees relates to future Services that it wishes BSL-IT Ltd to provide;
General Conditions	means the general conditions of entitlement set out in the notification issued by the Director General For Telecommunications, in accordance with section 48(1) of the Act, pursuant to section 45 of said Act, as may be amended, modified or replaced from time to time;
Go-Live Data	means the date when BSL-IT Ltd notifies the Client that the Service is ready for use by the Client, or if earlier and at BSL-IT Ltd election the date when the Client or User starts to use the Service or the Default Charging Date;
Group	means BSL-IT Ltd, any subsidiary or holding company from time to time of BSL-IT Ltd, and any subsidiary from time to time of a holding company of BSL-IT Ltd;
Holding Company	has the meaning given in condition 1.11;
Information Provider	means any organisation or person providing information or with whom the Client contracts in respect of the provision of Premium Rate Services;
Initial Consultancy Fee	means the fee payable by the Client to BSL-IT Ltd for the Initial Proposal of £500 or 15% of the amount specified in the Initial Proposal as the amount that the Client would save over the Minimum Term if the Client had followed BSL-IT Ltd’s recommendations in that report, whichever is the greater;
Initial Proposal	means the document setting out what BSL-IT Ltd recommends including the appropriate services and/or equipment for the Client;
Installation	means the physical installation of Equipment and/or Lease Equipment at the Client’s Sites;
Installation Services	means services relating to the supply and Installation (where applicable);
Intellectual Property Rights	means all intellectual property belonging to or licensed by BSL-IT Ltd and includes without limitation, trade marks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in confidential information (including know-how and trade secrets) in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world;
Leased Equipment	means any equipment and/or software related products to be supplied under the Contract as set out in the Order Form (and also has extended meanings under condition 6.4.2 and condition 7 in the case of and for the purposes of those conditions only) including, but not limited to, any equipment provided “free on connection” and any Switching Equipment which shall be leased to the Client;
Loss or Losses	means any and all losses, damages, costs, expenses (including court or legal expenses) or other liabilities of whatever nature (whether foreseeable or not);
Managed Servies Suport Services	means the Managed Services Support Services more particularly detailed on the Order Form (as modified or substituted from time to time) to be provided hereunder by BSL-IT Ltd to the Client;
Minimum Contract Spend	means the minimum sum of money (if applicable) as set out on the Order Form that will be spent by the Client on Charges commencing on the Connection Date (or, if earlier and at BSL-IT Ltd’s election, the Default Charging Date) or, where no minimum sum of money is set out in the Order Form, the total sum of money set out in the Order Form, together with the Future Contract Spend;
Minimum Term	means the initial minimum contract period applying to each of the Services as specified in the Order Form (which shall be a minimum of twenty-four (24) months and which, in the absence of a period being specified in the Order Form, shall be twenty-four (24) months) which shall, unless otherwise stated by BSL-IT Ltd, start on the Go-Live Date;
Mobile Services	means the mobile services to be provided by BSL-IT Ltd in accordance with the terms and conditions set out in the Services Schedule;
Network Services	means any use to which any telecommunications or data services could be put more particularly detailed on the Order Form (as modified or substituted by BSL-IT Ltd from time to time) to be provided by BSL-IT Ltd to the Client subject to these Conditions, including but not limited to Carrier pre-selection (CPS), analogue lines, ISDN 2, ISDN 30, SIP, Voice over Internet Protocol (VOIP), hosted switches, Wide Area Network (WAN), Local Area Network (LAN) and Microsoft 365;
Normal Working Hours	means 9am to 5pm on any Business Day;
Number	means either (i) such telephone number from within a national number group range (used by the Client in connection with an End User Service) as may be allocated by BSL-IT Ltd to the Client from time to time (“Company Number”) or (ii) such telephone number not being a Company Number from within a national number group range (used by the Client in connection with an End User Service) and as may be programmed by BSL-IT Ltd for the purposes of making available a Network Service in respect of such telephone number;
Order Form	means the order form which is expressed to be subject to these Conditions which sets out the details of the order, including (without limitation) the Client’s details and the Equipment, Leased Equipment and/or Services (as the case may be) to be supplied under the Contract, and constitutes the Client’s order;
Phone-paid Services Authority or PSA	means the regulatory agency for Premium Rate Services or any similar body which may be appointed in addition to or in substitution of PSA by any competent authority;
Premium Rate Service	means any service comprising live or recorded telephone information and/or entertainment and similar services which would be defined as such in the Code;
Price	means the price for the Equipment, Leased Equipment and Installation Services (where applicable);
Professional Services	means any additional services including, but not limited, to IT support which are provided and managed by BSL-IT Ltd to the Client at their request and which are subject to the terms and conditions set out in the Order Form and/or Services Schedule;
Recommended Retail Price or RRP	means the price which the manufacturer recommends that the retailer sells the product;
Relevant Laws	means any statute, regulation, bylaw, ordinance or subordinate legislation which is in force for the time being to which a party is subject; the common law as applicable to the parties (or any one of them); any binding court order, judgment or decree applicable to the parties (or any one of them); and any applicable industry code, policy, guidance, standard or accreditation terms (i) enforceable by law which is in force for the time being, and/or (ii) stipulated by any regulatory authority to which a party is subject, in each case, for the time being;
Services	means any of the services supplied by BSL-IT Ltd including but without limitation the Installation Services, the Mobile Services, the Network Services,  the Professional Services and the Managed Services Support Services (as applicable) as specified in the Order Form and/or Service Schedule;
Services Agreement	means an agreement between BSL-IT Ltd and the Client for specific products or services that incorporates these Conditions in whole or in part and any Service Specific Conditions;
Service Credit	means any credit offered by BSL-IT Ltd for any failure by BSL-IT Ltd to perform the Services in accordance with any Service Levels as more particularly described in the Service Schedule;
Service Levels	means the service levels (if applicable) in respect of certain Services and specified in the Service Schedule;
Service Provider	means any person providing underlying or network facilities in connection with the Services;
Service Specific Conditions	means any additional terms and conditions set out in the Service Schedules which are to apply to certain Services as specified in the Order Form which shall be subject to the terms of this Agreement in respect of specific Services;
Service(s) Schedules	means the Service Specific Conditions as agreed between the parties stated as being subject to the terms of this Agreement;
Site	means a place of business at which the Services and/or Equipment and/or Leased Equipment are to be provided as specified in the Order Form;
Subsequent Term	means subsequent periods of Six (6) months following expiry of the Minimum Term;
Subcontractor	means any subcontractor of a Contractor;
Subsidary	has the meaning given in condition 1.11.;
Switching Equipment	means a switch or other fixed telephony equipment that is financed as confirmed on the Order Form;
Tariff	means BSL-IT Ltd’s tariff for each of the Services as is notified to the Client by BSL-IT Ltd from time to time;
Trade Names	means BSL-IT Ltd together with such other trade names and/or logos as BSL-IT Ltd may adopt in connection with the operation of its business from time to time;
User	means any user of the Services, Equipment and/or Leased Equipment;
VAT	means value added tax chargeable under English law for the time being and any similar additional tax; and
Year	means the period of twelve (12) months from the date of the Agreement and each consecutive period of twelve (12) months thereafter.

 

1.2 The clause headings in these Conditions are for convenience and shall not affect the interpretation of this Agreement.

1.3 References to the singular include the plural and vice versa, and references to one gender include the other gender.

1.4 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).

 1.5 A reference to a party includes its  successors or permitted assigns.

1.6 Any phrase introduced by the terms including, include, in particular or any similar expression, shall be construed as illustrative and shall not limit the sense of the words preceding those terms.

1.7 A reference to a statute or statutory provision is a reference to it as it is in force for the time being, taking account of any amendment, extension, or re-enactment and includes any subordinate legislation for the time being in force made under it.

1.8 Unless specifically provided to the contrary all notices under this Agreement shall be in writing. A reference to writing or written includes faxes but not e-mail unless specifically provided to the contrary under this Agreement.

1.9 Any obligation in these Conditions on a person not to do something includes, without limitation, an obligation not to agree, allow, permit or acquiesce in that thing being done.

1.10 References to conditions are to the conditions of the Contract.

1.11 A reference to a holding company or a subsidiary means a holding company or a subsidiary (as the case may be) as defined in section 1159 of the Companies Act 2006 and a company shall be treated, for the purposes only of the membership requirement contained in sections 1159(1)(b) and (c), as a member of another company even if its shares in that other company are registered in the name of (a) another person (or its nominee) by way of security or in connection with the taking of security, or (b) its nominee. 

 

2  CONTRACT FORMATION

2.1 The Client shall submit a request to BSL-IT Ltd for each Service required by the Client via the Order Form. The Order Form constitutes the Client's offer to BSL-IT Ltd to purchase the relevant Equipment, Leased Equipment and/or Services (as the case may be) on and subject to the terms of the Order Form, these Conditions, and any other Service Specific Conditions referred to as being applicable.

2.2 If BSL-IT Ltd is prepared to provide those Services to the Client under this Agreement and such offer is accepted by an authorised representative of BSL-IT Ltd signing the Order Form (or should BSL-IT Ltd commence supply to the Client after having made an offer to do so to the Client which the Client has accepted without objection expressly or by conduct), a Contract shall come into effect and the Client shall not be permitted to cancel the Order Form (the Order Form, in the case of BSL-IT Ltd commencing supply to the Client after having made an offer to do so to the Client which the Client has accepted without objection expressly or by conduct, being the terms of BSL-IT Ltd’s offer and it being open to BSL-IT Ltd to not rely on the terms of conditions 2.1 to 2.4 or otherwise in such circumstances in respect of the formation of a contract between the parties). In such circumstances, BSL-IT Ltd shall become the exclusive provider of those Services to the Client for the Minimum Term and any Subsequent Term and the Client shall purchase those Services only from BSL-IT Ltd. The details recorded on the Order Form, together with these Conditions and any other Service Specific Conditions referred to as being applicable to the relevant Contract, shall be the exclusive terms and conditions of the Contract between the parties (to the fullest extent permitted by law) and any such Contract shall be conditional upon the credit status of the Client being to the satisfaction of BSL-IT Ltd (in its sole and absolute discretion) and, in respect of a Contract which provides for the supply of: 

2.2.1 each individual Service is subject to its own Minimum Term and notice period but, in the absence of a specified notice period for a Service, the default notice period shall be six (6) months, such notice not to expire until the end of the Minimum Term or the relevant Subsequent Term. Failure to provide such notice before the end of the Minimum Term or any Subsequent Term shall result in the individual Service automatically renewing for a Subsequent Term or a further Subsequent Term (as the case may be) following expiry of the Minimum Term or the then current Subsequent Term (as the case may be); and/or

2.2.2 Equipment and/or Leased Equipment and/or Installation Services, (without limitation) is subject to the condition in condition 5.1.1 being met; and/or 

2.2.3 Network Services, (without limitation) is subject to the conditions in condition 6.2.1 being met; and/or 

2.2.4 Managed Services Support Services, (without limitation) is subject to the condition in condition 7.1.1 being met. 

2.3 All quotations, estimates and tenders are given and contracts are made by BSL-IT Ltd subject to and only upon these Conditions which cannot be varied unless agreed in writing by BSL-IT Ltd and these Conditions supersede and override all other terms and conditions appearing elsewhere including (without limitation) any terms and conditions of the Client referred to on any website or which the Client may purport to apply under any purchase order or acknowledgement of delivery or similar document; and/or established between BSL-IT Ltd and the Client by course of dealing. 

2.4 Any quotations, estimates or tenders are given by BSL-IT Ltd on the basis that no Contract shall come into existence except in accordance with condition 2.1. Any quotation is valid for a period of 30 days from its date, provided that BSL-IT Ltd has not previously withdrawn it and provided that the Carrier does not change its terms and conditions or any other offer available to BSL-IT Ltd.

2.5 These Conditions apply to the Contract to the exclusion of any other terms that the Client seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

2.6 Any illustrations, samples or descriptive material provided by BSL-IT Ltd shall not form part of the Contract but shall be treated as approximate only unless specifically stated otherwise. Any savings quoted are estimates and illustrative only. All documents containing such illustrative or descriptive material (as well as the copyright therein) shall remain the exclusive property of BSL-IT Ltd and must not be copied or loaned or transferred. The Client acknowledges and agrees that in entering into the Contract, it has not relied on any such illustrations, samples or descriptive material. 

2.7 No variation of the terms of the Contract however notified will be accepted by BSL-IT Ltd unless authorised by notice in writing by a director of BSL-IT Ltd. 

2.8 Each order for Equipment and/or Leased Equipment and/or Services (except in the case of Installation Services which will form part of the contract for the supply of Equipment and/or Leased Equipment) shall (for the purposes of this condition 2.8) be deemed (subject to condition 2.1) a separate Contract (whether or not included on the same Order Form) to the effect that any delay or failure to supply Equipment and/or Leased Equipment and/or Services shall not entitle the Client (to the extent that any such entitlement exists) to terminate the Contract for other Equipment and/or Leased Equipment and/or Services or any other contract entered into under these Conditions. 

2.9 Any undertaking by the Client not to do any act or thing shall be deemed to include an undertaking that the Client shall procure that any User to include (without limitation) any employee, agent or contractor, shall not do such act or thing. 

2.10 The Client warrants and undertakes to BSL-IT Ltd that it is entering into the Contract for the purposes of its trade, business and/or profession. 

 

3 COMMENCEMENT AND DURATION

3.1 The Services, Equipment and/or Leased Equipment supplied under the Contract shall be provided by BSL-IT Ltd to the Client for the Minimum Term and, after that, shall continue to be supplied unless the Contract is terminated in accordance with these Conditions.

 

4 CLIENT’S ORDER AND SPECIFICATIONS

4.1 The Client shall be responsible for providing BSL-IT Ltd with all information relevant to the supply of the Equipment and/or Leased Equipment and the provision of Services (as the case may be) within sufficient time to enable BSL-IT Ltd to perform its obligations.

4.2 Without limitation to the generality of condition 4.1, the Client shall be responsible for ensuring that the details set out on the Order Form and any drawings, sketches, specifications, descriptions or other instructions supplied by the Client or any agent or representative of the Client in connection with the supply of any Equipment and/or Leased Equipment and/or the supply of any Services (as the case may be) by BSL-IT Ltd are accurate and fully describe the Client’s requirements and the Client shall be liable in respect of any liability, Loss, injury, damage, demand, claim, cost, charge or expense which may be incurred or sustained by BSL-IT Ltd by reason of or arising directly or indirectly out of or in respect of any inaccuracy in respect of any such drawings, sketches, specifications, descriptions or other instructions in relation thereto, or where the compliances with any such drawings, sketches, specifications, descriptions or other instructions by BSL-IT Ltd constitutes the infringement of the intellectual property or other rights of another person.

 

5 SUPPLY OF EQUIPMENT AND INSTALLATION SERVICES

In the event that the section related to Equipment and/or Leased Equipment is completed on the relevant Order form, this condition 5 shall apply to the Contract. 

5.1 DELIVERY

5.1.1 Any Contract including the provision of Equipment and/or Leased Equipment and/or Installation Services based on an order which is accepted by BSL-IT Ltd pursuant to condition 2.1 is, until the delivery of the Equipment and/or Leased Equipment, conditional upon the availability of the relevant Equipment and/or Leased Equipment and BSL-IT Ltd providing confirmation by email to the Client that the terms stated on the Order Form of the applicable Contract for Equipment, Leased Equipment and/or Installation Services do not contain any errors or omissions.  

5.1.2 In consideration of payment of the Price pursuant to condition 10.1 BSL-IT Ltd shall (subject to condition 5.3.9) supply the Equipment and/or Leased Equipment, and shall take reasonable steps to deliver the Equipment and/or Leased Equipment and where applicable supply the Installation Services within an estimated period for delivery and such period shall (unless otherwise specified) commence from the date of receipt by BSL-IT Ltd of all instructions and information for the execution of the Contract, but such time is not guaranteed nor deemed to be of the essence of the Contract. 

5.1.3 Without prejudice to the generality of condition 4, the Client shall be responsible for providing BSL-IT Ltd with any necessary instructions for delivery of the Equipment and/or Leased Equipment within a reasonable period prior to the estimated delivery date advised by BSL-IT Ltd to the Client.

5.1.4 If the Client fails to take delivery of the Equipment and/or Leased Equipment or through instructions or lack of instructions from the Client the delivery of any Equipment and/or Leased Equipment in accordance with the Contract is delayed for more than fourteen days after BSL-IT Ltd has given notice in writing to the Client that the Equipment and/or Leased Equipment is ready for delivery the Equipment and/or Leased Equipment shall be deemed to have been Delivered in accordance with the Contract and thereafter the Equipment and/or Leased Equipment shall be deemed to be at the risk of the Client. The Client shall pay to BSL-IT Ltd the reasonable costs of storing, protecting and preserving such Equipment and/or Leased Equipment after the expiry of such  period of fourteen days.

5.1.5 If by reason of refusal or delay of delivery or installation the Equipment and/or Leased Equipment shall be deemed to have been Delivered in accordance with condition 5.1.4 above then payment shall be made by the Client to BSL-IT Ltd of the balance of the Price within seven days of such deemed delivery date.

5.2 CONNECTION

5.2.1 The Client is responsible for the cost of connection to the public switch network and/or the provision of additional lines to the public telephone system.

5.2.2 The Client shall (if appropriate for the Services) ensure that a suitable earthed mains electricity supply of 240 volts ac to the Institution of Engineering and Technology’s IEE Wiring Regulations in force at the date of Delivery is available for each piece of Equipment and/or Leased Equipment within 3 metres of such pieces of Equipment and/or Leased Equipment.

5.2.3 The Client shall prepare the Site(s) in accordance with BSL-IT Ltd’s instructions so that any necessary Equipment and/or Leased Equipment can be installed. The Client will meet the costs of preparing the Site(s).

5.2.4 In the event that the Client is not able to procure the necessary consent to provide the Services or fails to proceed within 3 months from the Connection Date BSL-IT Ltd will be able to terminate the Contract forthwith by giving the Client written notice without any liability. If BSL-IT Ltd has commenced work, without prejudice to any other remedies BSL-IT Ltd has against the Client, the Client shall refund to BSL-IT Ltd the cost of all such work (including, without limitation, staff costs and equipment costs) to an amount no less than £500.00 as Early Termination Charges. 

5.3 PROPERTY AND RISK

5.3.1 Unless otherwise agreed in writing, the Equipment and/or Leased Equipment shall at all times remain the property of BSL-IT Ltd or, if provided by a Service Provider, that Service Provider.

5.3.2 The Equipment and/or Leased Equipment shall be at the Client’s risk from the moment of Delivery or deemed Delivery (as described in condition 5.1.4) whether or not property in the Equipment and/or Leased Equipment has passed or payment or part payment made, and thereafter the Client shall be responsible for insuring the Equipment and/or Leased Equipment for its full replacement value.

5.3.3 Notwithstanding Delivery and the passing of risk, the property and the legal and beneficial title in the Leased Equipment supplied under the Contract shall not pass to the Client until the end of the Minimum Term, at which point BSL-IT Ltd shall have the discretion whether to transfer full title to the Leased Equipment to the Client or not. Until BSL-IT Ltd has received in cash or cleared funds payment in full for the Leased Equipment and Installation Services (where applicable) and all other equipment and/or services agreed to be sold by BSL-IT Ltd to the Client for which payment is then due, title shall not transfer to the Client.  For the avoidance of doubt, the property and the legal and beneficial title in the Switching Equipment shall not pass to the Client in any circumstances.

5.3.4 Until such time as the property in the Equipment and/or Leased Equipment has passed to the Client, the Client shall hold such Equipment and/or Leased Equipment as BSL-IT Ltd’s fiduciary agent and bailee, and keep such Equipment and/or Leased Equipment properly stored, protected and insured and identified as being BSL-IT Ltd’s property until title passes. Until such time as the property in the Equipment and/or Leased Equipment passes to the Client, BSL-IT Ltd shall be entitled at any time to require the Client (at the Client’s cost) to deliver up the Equipment and/or Leased Equipment to BSL-IT Ltd to its nominated location and, if the Client fails to do so forthwith, to enter upon any premises of the Client or any third party where the Equipment and/or Leased Equipment is stored and repossess such Equipment and/or Leased Equipment.

5.3.5 Title to the Equipment will pass to the Client once BSL-IT Ltd has received in cash or cleared funds payment in full for the Equipment and Installation Services (where applicable).

5.3.6 The Client shall not, without the written consent of BSL-IT Ltd, be entitled to pledge or in any way charge by way of security for intedbtedness, or alter or modify, any Equipment and/or Leased Equipment which remains the property of BSL-IT Ltd or any Equipment and/or Leased Equipment supplied by BSL-IT Ltd which remains the property of any other organisation, but if the Client does so all monies owing by the Client to BSL-IT Ltd shall (without prejudice to any right or remedy of BSL-IT Ltd) forthwith become due and payable.  The Client shall ensure that any Equipment and/or Leased Equipment provided by BSL-IT Ltd which remains the property of BSL-IT Ltd or any Equipment and/or Leased Equipment provided by BSL-IT Ltd which remains the property of any other organisation shall remain identifiable and shall be kept free from any loss, damage, and/or deterioration and insured against all risks for its full reinstatement value.

5.3.7 The Client grants BSL-IT Ltd, its agents and employees an irrevocable licence at any time to enter any premises where the Equipment and/or Leased Equipment is or may be stored in order to inspect it, or, where the Client’s right to possession has terminated, to recover it. BSL-IT Ltd will ensure that any such employee, agent or other person in possession of Equipment and/or Leased Equipment will return the same to BSL-IT Ltd.

5.3.8 Promptly after expiry or earlier termination of any Contract or this Agreement, the Client will use its reasonable endeavours to provide BSL-IT Ltd and Service Providers with access to the Equipment and/or Leased Equipment and all reasonable assistance in the removal of the same.

5.3.9 The Client shall: 

5.3.9.1 ensure that the Equipment and/or Leased Equipment is used only for the purposes of the Services;

5.3.9.2 not connect any other equipment to the Equipment and/or Leased Equipment except as expressly authorised in writing by BSL-IT Ltd;

5.3.9.3 not tamper with or remove any label on any Equipment and/or Leased Equipment;

5.3.9.4 not (and procure that the Users do not) open, disconnect, repair, maintain, modify or remove the Equipment and/or Leased Equipment; and

5.3.9.5 permit BSL-IT Ltd and/or any Service Provider to modify, change, add or replace the Equipment and/or Leased Equipment or any part of the Equipment and/or Leased Equipment.

5.3.10 The Client is responsible for, and will, subject to condition 12, indemnify BSL-IT Ltd in respect of all Losses that BSL-IT Ltd incurs as a result of any loss of or damage to the Equipment and/or Leased Equipment caused by the Client other than where the damage or loss has been caused as a result of the Client acting in accordance with instructions issued by BSL-IT Ltd.

5.4 LIABILITY FOR REPLACEMENT OR REPAIR

5.4.1 Subject to the following sub-clauses of this condition 5.4 BSL-IT Ltd shall, for a period of twelve months from the date of Delivery or Installation (where applicable) whichever is the earlier, at its option and without cost to the Client either arrange repair or replace any defective Equipment and/or Leased Equipment to make good any defect which shall be proved to the satisfaction of BSL-IT Ltd to be the result of faulty design, materials or manufacture or Installation (only where BSL-IT Ltd supplies Installation Services under the Contract) provided that BSL-IT Ltd shall have no liability for any such defects unless the Client notifies BSL-IT Ltd, within three Business Days from Delivery or Installation (where applicable) whichever is the earlier, of any defect arising prior to and/or on Delivery or Installation (as the case may be) and (subject to condition 5.4.2) within twenty four hours of any latent defect arising within such twelve (12) month period. 

5.4.2 Where the Client enters into an agreement for maintenance of the Equipment and/or Leased Equipment with a third party, BSL-IT Ltd’s liability for repair, replacement, renewal shall be transferred to the relevant third party maintenance provider on Delivery. Where BSL-IT Ltd is to supply Managed Services Support Services in respect of the relevant Equipment and/or Leased Equipment under the Contract, condition 7 shall apply and in the event of any conflict between this condition 5.4 and condition 7, the provisions in condition 7 shall prevail.

5.4.3 The liability of BSL-IT Ltd shall apply only to defects that appear under proper use and under conditions of operation not more onerous than those declared to BSL-IT Ltd by the Client prior to entering into the Contract, and in particular shall not apply to defects which arise from the neglect, misuse or faulty maintenance of the Client or any of its other contractors or from alterations carried out without the prior written consent of BSL-IT Ltd or from repairs carried out improperly by the Client or its servants or agents or arising from normal wear and tear.

5.4.4 Any Equipment (or part) and/or Leased Equipment (or part) which has been returned to BSL-IT Ltd and replaced by BSL-IT Ltd shall become the property of BSL-IT Ltd.

5.4.5 BSL-IT Ltd reserves the right to charge on a quantum meruit basis for the costs of repairs and/or call-outs where the damage has resulted from misuse or unauthorised repair or alteration of the Equipment and/or Leased Equipment by the Client, or from normal wear and tear.

5.4.6 Neither acknowledgement of receipt nor investigation by BSL-IT Ltd of any claim hereunder or consent given hereunder shall consitute or imply admission by BSL-IT Ltd of any liability in respect of such claim.

5.4.7 Save where the Client has purchased Managed Services Support Services in respect of the relevant Equipment and/or Leased Equipment (in which case condition 7 shall apply) the Client acknowledges and agrees that, subject to condition 12.5, the rights and remedies provided to the Client (in connection with any defect in the Equipment and/or Leased Equipment resulting from faulty design, materials or manufacture or installation) under this condition 5.4 shall be the Client’s sole and exclusive remedies in respect of any defect in the Equipment and/or Leased Equipment resulting from faulty design, materials or manufacture or installation.

5.5 INTELLECTUAL PROPERTY, TRADE NAMES AND BRANDING

5.5.1 All Intellectual Property Rights in the Services shall be owned by BSL-IT Ltd or any Associated Company and Service Providers save to the extent that any of the same contain Intellectual Property Rights owned by third parties.

5.5.2 BSL-IT Ltd grants to the Client a non-exclusive, royalty free licence to use BSL-IT Ltd’s Intellectual Property Rights in the Services, strictly for the purpose of receiving the Service(s) in accordance with the provisions of the Service Schedule.

5.5.3 The Client hereby acknowledges that it has no right, title or interest in the Trade Names and it is only a licensee of the Trade Names in accordance with the terms of the Agreement.

5.5.4 BSL-IT Ltd shall be entitled to fix Trade Names to any Equipment and/or Leased Equipment.

5.5.5 The Client shall ensure that no Trade Names affixed to the Equipment and/or Leased Equipment are removed or defaced at any time.

5.5.6 Except with the prior written consent of the other party, neither party shall use any trade marks or identifying logos owned or licensed to any member of the other party in any manner.

 

6 NETWORK SERVICES

In the event that the section(s) relating to Network Services is completed on the relevant Order Form this condition 6 shall apply to the Contract.

6.1 DURATION

Subject to earlier termination under condition 14 or as otherwise stated in this condition 6:

6.1.1 The Network Services will commence on the Connection Date and continue for the Minimum Term.

6.1.2 Subject to condition 6.1.3, upon the expiry of the Minimum Term or the relevant Subsequent Term, the Contract will renew automatically for a Subsequent Term or a further Subsequent Term (as the case may be) in line with condition 2.2.1 following expiry of the Minimum Term or the then current Subsequent Term (as the case may be).

6.1.3 In line with condition 2.2.1, the Client may terminate the Contract by giving six (6) months’ notice in writing to BSL-IT Ltd, such notice to become effective no earlier than the day after the last day of the Minimum Term or the relevant Subsequent Term (as the case may be).

6.2 SUPPLY OF NETWORK SERVICES

6.2.1 Any Contract for Network Services based on an order which is accepted by BSL-IT Ltd pursuant to condition 2.1 is (prior to the Connection Date) conditional on the following:

1. BSL-IT Ltd carrying out a survey which reveals to BSL-IT Ltd’s satisfaction that it is possible for BSL-IT Ltd to supply the Network Services and that any details or information used by BSL-IT Ltd to determine the Charges applicable or any other terms of the Contract, whether supplied by the Client or otherwise, are accurate and not misleading. The Charges may change depending on the results of such survey; and
2. that the Network Services can be provided, and BSL-IT Ltd makes no warranty that the Network Services can be provided until lines have been installed and are operational.

6.2.2 BSL-IT Ltd shall use its reasonable endeavours to meet any performance dates specified on the Order Form, but any such dates shall be estimates only and time shall not be of the essence for performance of the Network Services or supply of Equipment and/or Leased Equipment.

6.2.3 BSL-IT Ltd undertakes to use reasonable endeavours to supply the Network Services to the Client and to provide the Network Services with due skill and care as from the Connection Date subject to these Conditions. The Client acknowledges that the Network Services cannot be provided fault free and BSL-IT Ltd does not warrant error free or uninterrupted use of the Network Services. Notwithstanding any other provision of these Conditions, BSL-IT Ltd shall not be liable to the Client in contract, tort, or otherwise for any acts or omissions of Carriers which affect or otherwise impact the Network Services.

6.2.4 Subject to the continuing supply of the service by the relevant Carrier, in the event of a fault occurring in the Network Services BSL-IT Ltd will use reasonable endeavours to rectify the fault as soon as practicable.

6.2.5 In providing the Network Services, the Client agrees that BSL-IT Ltd may use any Carrier.  BSL-IT Ltd may from time to time and in providing the Network Services change Carrier provided:

1. the Client is given reasonable notice of such change; and
2. there is no material decline in the then current level of Network Services or functionality.

6.2.6 Except where stated on an Order Form, the broadband element (if any) of any Network Services does not include any modems or other equipment that BSL-IT Ltd may supply to the Client under a separate contract.

6.2.7 The Client acknowledges that the speed of any broadband element (if any) of the Network Services depends on a number of factors including, but not limited to, distance from the exchange, local availability and line test. BSL-IT Ltd gives no warranty or guarantee that the Client’s line(s) will produce top speeds of up to the maximum speed advertised (as the final speed is governed by factors that are beyond BSL-IT Ltd’s reasonable control).

6.2.8 The Client warrants, represents and undertakes that it is the owner of, or that it is authorised by the owner of, (and has the right to use) any trade mark or name that the Client wishes to use as its registered domain name (or any of them) (“Domain Names”) and/or as part of the Client’s uniform resource locator (“URL”).

6.2.9 If BSL-IT Ltd undertakes Domain Names and/or URL registration on behalf of the Client, the Client will reimburse BSL-IT Ltd for any registration fees paid by BSL-IT Ltd to the internet registration authorities. BSL-IT Ltd does not guarantee that any Domain Names or URL requested by the Client will be available.

6.2.10 BSL-IT Ltd may require the Client to select replacement Domain Names or URL and may either refuse to provide or may suspend the Network Services if BSL-IT Ltd reasonably believes that the Domain Names or URL is, or is likely to be, offensive, abusive, defamatory, obscene, or an infringement of the rights of a third party.

6.3 TELEPHONE NUMBERS

6.3.1 The Client hereby acknowledges and accepts that under the General Conditions the Director General for Telecommunications has the power to withdraw an allocation of telephone numbers and the Carrier may withdraw an allocation of telephone numbers to BSL-IT Ltd and therefore any new telephone numbers provided to the Client under the Contract, prior to their connection, cannot be guaranteed as available and therefore BSL-IT Ltd shall not be liable for any costs or loss or damage incurred by the Client in the use of any such telephone number (including, without limitiation, in the advertising of the telephone number) which is withdrawn by the Director General for Telecommunications and/or the relevant Carrier prior to connection (save where and to the extent that such withdrawal is the fault of BSL-IT Ltd). 

6.3.2 Without prejudice to any rights the Client may have to port a number allocated to it, the Client acknowledges it does not own or have any right to sell any number provided to it by BSL-IT Ltd.  Where the Client has a number from a national numbering plan, the charges for porting such number shall be as set out in the Tariff.

6.4  USE OF THE NETWORK SERVICES

6.4.1 The Client shall be responsible for the safe custody and safe use by it of the Network Services and without prejudice to the generality of the foregoing the Client agrees and undertakes:

1. to use the Network Services in accordance with such additional and/or replacement Conditions as may be notified to it in accordance with condition 18 from time to time;
2. not to cause any apparatus, other than that which meets the essential requirements of regulation 4 of the Radio Equipment and Telecommunications Terminal Equipment Regulations 2000 (as from time to time amended) and any other requirements under the General Conditions and all other Relevant Laws, to be connected to the Network Services and BSL-IT Ltd shall not be under any obligation to connect or keep connected any Client apparatus if it does not so conform or if in the reasonable opinion of BSL-IT Ltd it is liable to cause death, personal injury or damage or to impair the quality of the Network Services;
3. not to contravene the General Conditions or any other relevant regulations or licences granted thereunder and otherwise not to contravene, and not by any act or omission cause BSL-IT Ltd to contravene, any Relevant Laws or General Conditions;
4. not to use the Network Service as a means of communication for a purpose other than that for which the Network Service is provided and as may be set out in any relevant literature supplied by BSL-IT Ltd from time to time;
5. not to use the Network Service to make, provide, communicate, deliver, knowingly post, receive, distribute, upload, download, use or re-use any material or information which is intended to be a hoax call to emergency services or is of a defamatory, offensive, abusive, indecent, obscene or menacing character or other unlawful material or information, or which does, or is intended to, cause annoyance, nuisance, inconvenience or worry to any person or which in BSL-IT Ltd’s opinion brings BSL-IT Ltd’s name into disrepute or which in any way causes or is reasonably likely to damage or disruption to the Network Services;
6. not to engage in illegal or unlawful activities through the BSL-IT Ltd Network;
7. not to knowingly make available or upload files that contain a virus or corrupt data;
8. not to use the Network Services in a manner which constitutes a violation or infringement of the rights of any other person;
9. to maintain its telecommunications apparatus at all times during the period of the Contract in good working order and in conformity with any relevant regulatory standards or approvals and Relevant Laws as from time to time applicable;
10. to provide BSL-IT Ltd with all such information it reasonably requests relating to the Client’s telecommunciations apparatus;
11. to implement adequate control and security over the Network Services provided to the Client including but not limited to the prevention of viruses, worms, Trojan horses and/or any calls generated by rogue diallers or hackers;
12. not to use the Network Services in a way that breaches any terms of any contract the Client has entered into with a Carrier;
13. not to “spam” or otherwise deliberately abuse any part of BSL-IT Ltd’s Network;
14. not to act in a manner which restricts or inhibits any other user from using or enjoying BSL-IT Ltd’s or a Service Provider’s products or services;
15. not to obtain access, through whatever means, to notified restricted areas of BSL-IT Ltd Network;
16. not to use the Network Services in a way that breaches any Relevant Laws (including without limitation the Code or any guidelines, regulations or instructions of PSA) or any licence applicable to the Client or that is in any way unlawful or fraudulent; and
17. not to send or procure the sending of any unsolicited advertising or promotional material.

6.4.2 Any Leased Equipment installed or provided by or on behalf of BSL-IT Ltd for the purposes of providing the Network Services (excluding for the avoidance of doubt any Equipment purchased under a Contract by the Client) shall at all times remain the property of BSL-IT Ltd or a Service Provider (as the case may be) and shall be returned to BSL-IT Ltd or the Service Provider forthwith in good condition complete with any accessories and original packaging upon request. 

6.4.3 If the Client takes a line rental from BSL-IT Ltd, the Client is also committed to using BSL-IT Ltd for the supply of Network Services over that line. Should the Client (during the applicable Minimum Term) use an alternative carrier for Network Services once the Contract for the provision of the Network Services has commenced, or prevent BSL-IT Ltd from carrying calls or data services in any monthly period so that the call or data charges are significantly reduced in comparison to the Client’s previous average invoicing profile, the Client agrees that BSL-IT Ltd may charge the Client the differential between the average monthly spend on calls or data services prior to such commencement or prevention and the subsequent monthly spend on calls or data services (if any).

6.4.4 The Client acknowledges that if it uses a different Carrier to the Carrier specified on the Order Form, before the expiry of the Minimum Term, BSL-IT Ltd will be subject to Commission Clawbacks.  The Client shall immediately pay to BSL-IT Ltd an amount representing the Commission Clawbacks which are attributable to the Client’s use of a different Carrier.  The Client irrevocably agrees that the amount to be reclaimed by way of Commission Clawbacks are reasonable in the circumstances and represent a genuine pre-estimate of BSL-IT Ltd’s loss.  For the avoidance, of doubt, no amount shall be payable pursuant to this condition 6.4.4 where the Contract is terminated before the end of the Minimum Term due to any breach of contract by BSL-IT Ltd.

6.4.5 Without prejudice to condition 6.4.4, BSL-IT Ltd may at any time require the Client to pay to BSL-IT Ltd Commission Clawbacks if the Carrier imposes any such requirements on BSL-IT Ltd.

6.4.6 The Network Services are provided solely for the Client’s use and the Client cannot resell or attempt to resell the Network Services (or any part of them) to any third party.  In addition, if the Client has a mail server, the Client must not allow relay emails from outside its domain from the Client’s mail server.

6.4.7 BSL-IT Ltd does not warrant or guarantee the accuracy or completeness of any of the information, sound, software and/or any other materials (in whatever form) which may be accessible by the Client from any other person once it has the Network Services (the “Content”) or any further information or results which may be derived from it.  The Client acknowledges that the Content is outside the control of BSL-IT Ltd and the Client will not rely on any Content in making any business or other decision and that the Client’s use of the Content is at its sole risk.

6.4.8 The Client acknowledges that the Content may be protected by copyright, trademark and other intellectual property rights, as applicable.  The Client will not and will not permit anyone else to copy, store, modify, distribute externally, broadcast or publish any part of the Content, and the Content may only be used for the Client’s own purposes.

6.4.9 The Client is entirely responsible for evaluating any goods or services offered by third parties via the Services or on the internet.  BSL-IT Ltd will not be a party to or in any way be held responsible to the Client for any transaction between the Client and third parties.

6.4.10 The Client warrants, represents and undertakes that any information the Client makes available on their website, both the Client’s (“Client Information”) or that of a third party (“Third Party Content”), is and will remain wholly accurate and will not include any information or material, any part of which, or the accessing of which or use of which, would be a criminal offence or is otherwise unlawful. 

6.4.11 The Client also warrants, represents and undertakes that it will comply with all consumer and other legislation, instructions or guidelines issued by regulatory authorities and relevant licences which relate to the provision of the information on the Client’s website (both Client Information and Third Party Content) including those notified by BSL-IT Ltd to the Client. 

6.4.12 Both parties agree to fully co-operate with the Police and any other relevant authorities (including but not limited to HMRC, Trading Standards, the Information Commissioner and/or OFCOM and their successors from time to time) in connection with any misuse or suspected misuse of the Network Services and the Client consents to BSL-IT Ltd cooperating with any such authority and with any other telecommunications operators in connection with any misuse or suspected misuse related to or connected with the Network Services and agrees, without prejudice to the generality of the foregoing, that BSL-IT Ltd will be entitled to divulge the name and address and account information relating to the Client to such third parties.

6.4.13 The Client acknowledges that the broadband element (if any) of the Network Services is provided to other users and BSL-IT Ltd owes a duty to these users as a whole to preserve its network integrity and avoid network degradation. 

If, in BSL-IT Ltd’s reasonable opinion, BSL-IT Ltd believes that the Client’s use of the Services has or may adversely affect such network integrity or may cause network degradation, BSL-IT Ltd may change the Client’s chosen access rate or manage the Client’s Services as BSL-IT Ltd sees fit in the circumstances.

6.4.14 To prevent spam from entering and affecting the operation of BSL-IT Ltd’s systems and the Network Services, BSL-IT Ltd may take any reasonable measures or actions necessary to block access to, or delivery of, any e-mail which appears to be of an unsolicited nature and/or part of a bulk e-mail transmission. BSL-IT Ltd may also use virus screening technology that may result in the deletion or alteration of e-mail and/or e-mail attachments. BSL-IT Ltd gives no warranties whatsoever that such technology will be effective in any way, including against unsolicited emails or against any viruses, worms, Trojan horses or other programs or devices that are apparently intended to access and modify, delete or damage data file(s) or computer program(s).

6.4.15 To enable clients (including the Client) to have a better understanding of what is and is not acceptable when using broadband products, and to help them get the best out of the internet, BSL-IT Ltd has developed a broadband acceptable use policy relating to the broadband element of the Network Services. The Client shall comply with the broadband acceptable use policy. BSL-IT Ltd may change the broadband acceptable use policy at any time by publishing the changes on its website www.bsl-it.com or such other URL as is notified to the Client by BSL-IT Ltd from time to time) 30 days before the change is to take effect.

6.4.16 The Client acknowledges that, in order to use the broadband element (if any) of the Network Services, the Client needs an existing telephone line (if not provided under the Contract) and a personal computer (“PC”) of a minimum specification suitable for the application. The Client must also ensure that compatible cables and extension leads are used to and from their telephone socket, modem and PC in order to use the Service.

6.4.17 In circumstances where the Client receives the broadband element of the Network Services, the Client remains responsible for all rental charges made by the Client’s line rental provider relating to the Client’s telephone line (together with any repair and maintenance charges (unless the relevant damage was caused by BSL-IT Ltd’s negligence)) and all call charges from the Client’s fixed line telephony service provider.

6.4.18 The Client agrees that PSA may monitor any End User Service at any time.

6.4.19 In respect of each End User Service which requires the approval of PSA pursuant to any regulation or code of practice, the Client shall, before such End User Service (or any change thereto) is made available to callers, submit to BSL-IT Ltd written evidence of such approval.

6.4.20 The Client will not misuse the Network Services in any way and will use all reasonable endeavours to ensure that the number of telephone calls made to the Number(s) do not significantly exceed the Client’s capability to answer such calls or cause congestion (the existence of congestion to be reasonably determined by BSL-IT Ltd taking into account normal levels of traffic on the network).  Where BSL-IT Ltd notifies the Client of the occurrence of any such congestion or misuse, then the Client shall immediately take all reasonable steps (which shall include, but not be limited to, arranging additional network capacity, adjusting the Client’s promotional activities or using call bureau, for the relevant period) to prevent such congestion and/or misuse continuing.

6.5 TRANSFER FROM THIRD PARTY SUPPLIERS

6.5.1 Where the transfer of lines and services from third party suppliers is selected by the Client then the provision of any and all existing services supplied to the Client by such third party supplier will be automatically transferred to BSL-IT Ltd and charged for in BSL-IT Ltd’s invoices in accordance with the Tariff.

6.5.2 Where BSL-IT Ltd needs to liaise with any third party supplier to provide the Services to the Client, the Client irrevocably authorises BSL-IT Ltd to deal and manage such third party supplier for and on behalf of the Client. 

6.5.3 The Client acknowledges and accepts that it is the Client and not BSL-IT Ltd who is liable for any charges (including without limitation any early termination charges) made by third party suppliers for any transfer of lines and services or otherwise, unless it is clearly identified and agreed in writing on the Order Form, at the time of BSL-IT Ltd formally accepting such Order Form, that BSL-IT Ltd will pay for specified charges.

6.5.4 If BSL-IT Ltd has agreed to pay for specified charges in accordance with condition 6.5.3, any such payment is limited only to the termination fee and is subject to the Client providing evidence of the charges by way of a termination bill and/or final bill.  BSL-IT Ltd will in no circumstances agree to pay more than the termination fee and will not pay for the Client’s use of the third party supplier’s services prior to termination.

6.5.5 If the Client is migrating to the broadband element of the Network Services from a third party provider of an alternative broadband service, the Client will need to obtain a Migration Authorisation Code (“MAC”) from that service provider. This MAC will be valid for thirty days from the date of issue and can only be used once. It is the Client’s responsibility to obtain this code and to ensure that the Client provides it to BSL-IT Ltd in sufficient time to process the Client’s migration. BSL-IT Ltd will not be responsible for any delay, costs, expenses, loss or damage arising or incurred by the Client through failure to connect the Client to the broadband element of the Network Services as a result of the Client’s failure to provide the MAC as required by this condition.

6.6 SUSPENSION AND/OR TERMINATION OF NETWORK SERVICES

6.6.1 Without prejudice to any other right of BSL-IT Ltd to suspend or terminate the Services under these Conditions, BSL-IT Ltd may at its sole discretion elect to suspend or block forthwith provision of the Network Services until further notice without further liability to the Client having given the Client reasonable notice either orally (confirming such notification in writing) or in writing in the event that:

1. the Client is in breach of a material term of these Conditions including but not limited to the Client’s failure to pay the Price and/or the Charges (or any of them) to BSL-IT Ltd on the due date (which shall include, without limitation, where cancellation of a direct debit instruction results in payment not being made on the due date) or to comply with BSL-IT Ltd’s broadband acceptable use policy;
2. if the Client exceeds any credit limit agreed with BSL-IT Ltd and does not remedy the situation within fourteen (14) days of receiving a written notice to do so;
3. if the Client fails to comply with any of its obligations set out in this Agreement and/or any Contract which directly prevents BSL-IT Ltd from delivering the Services;
4. BSL-IT Ltd is obliged to comply with any law, regulation, court order or request order, instruction, direction, determination or consent by or of a governmental or regulatory authority or body or an emergency services organisation;
5. BSL-IT Ltd has reasonable grounds to believe that the Network Services are being used fraudulently or unlawfully;
6. any licence under which the Client has the right to run its telecommunications system and connect to the Network Services is revoked, amended or otherwise ceases to be valid;
7. where a Service is no longer provided by the applicable Service Provider and the same has been notified by BSL-IT Ltd to the Client at least thirty (30) days prior to the date of suspension and notwithstanding such notice, the Client has not contracted with BSL-IT Ltd for an alternative service or served fourteen (14) days’ notice to terminate the Service the subject of the suspension;
8. BSL-IT Ltd is entitled to suspend provision of any other telecommunications service under the terms of any other agreement with the Client; 
9. if BSL-IT Ltd or any third party providing equipment or services to BSL-IT Ltd in connection with the provision of the Services requires to carry out any emergency maintenance or repair, which will include any necessary action to prevent interference with, damage to or degradation of the BSL-IT Ltd Network (in which case BSL-IT Ltd will give the Client, where practicable, a minimum of forty-eight (48) hours advance notice of such emergency maintenance or repair);
10. to carry out planned maintenance or upgrade of the BSL-IT Ltd Network or the Services in which BSL-IT Ltd will provide not less than forty-eight (48) hours prior notice of the suspension and, where practicable, will agree with the Client when the Services will be suspended and for how long;
11. the Client’s access to the Switching Equipment is withdrawn by the organisation financing such equipment; or
12. the Client purchases similar equipment to the Equipment and/or Leased Equipment from a supplier other than BSL-IT Ltd which interferes with the Contract either by disruption or a reduction in the use of the Services or which has any other material effect on the performance of the Contract.

6.6.2 The Client shall reimburse to BSL-IT Ltd all reasonable costs and expenses incurred by the implementation of a suspension pursuant to condition 6.6.1 and/or the recommencement of the provision of the Network Services as appropriate, save in the case of a suspension pursuant to condition 6.6.1(j).

6.6.3 BSL-IT Ltd will restore suspended Services as soon a reasonably practicable after the cause of the suspension has been rectified and/or has ceased to exist. In the event of any suspension pursuant to conditions 6.6.1 (i) and 6.6.1 (j) (and where the issue giving rise to the suspension has not been caused by and/or arisen from an act or omission of the Client) BSL-IT Ltd will use all reasonable endeavours to limit the amount of time for which the Services are suspended.

6.6.4 BSL-IT Ltd shall not be liable to the Client for any charges incurred by the Client for the use of other telecommunications services whether provided by BSL-IT Ltd or any other person during any period of unavailability resulting from suspension of the Network Services by BSL-IT Ltd in accordance with this condition 6. 

6.6.5 Without prejudice to any other right of termination under these Conditions, BSL-IT Ltd may terminate the Contract for Network Services forthwith in the event that its right or the right of the relevant Carrier to provide the Network Services is withdrawn by the Director General for Telecommunications pursuant to the General Conditions or otherwise.

6.6.6 On termination of the Contract for any reason the Client shall permit the disconnection of any Number from the Network Services. 

6.7 VOICE OVER INTERNET PROTOCOL (VOIP) NETWORK SERVICES

6.7.1 Any order for VOIP services which is accepted by BSL-IT Ltd is conditional on the Client accepting and acknowledging that:

1. the VOIP service may not offer all the features or resilience the Client may expect from a conventional phone line;
2. the VOIP service may sometimes be limited, unavailable or disrupted due to events beyond BSL-IT Ltd’s control e.g. power disruptions, failures or the quality of any connection;
3. wherever possible, alternative arrangements should be made by the Client and a primary telephone line maintained;
4. if the Client uses the VOIP service to make Emergency Calls, the location information received by the emergency services will be limited to the installation address of the Site, which may not be the location from which the call originated;
5. Emergency Calls made using the VOIP service may fail if there is a power faiure or connection failure;
6. the ability for the Client to make Emergency Calls cannot be guaranteed;
7. it will not be possible to make Emergency Calls if BSL-IT Ltd has suspended or interrupted the VOIP service for any reason;
8. the Client shall be required to provide/confirm its location when making a VOIP originated Emergency Call to enable the correct emergency organisation to respond; and
9. a VOIP originated Emergency Call will not receive the same network priority at all points over non-emergency calls as an Emergency Call made on a mobile network or on a circuit-switched fixed line.

6.8 DISPUTE RESOLUTION

6.8.1 BSL-IT Ltd will attempt to resolve any dispute that the Client may have with BSL-IT Ltd. If the dispute cannot be resolved within eight (8) weeks of the Client raising the dispute with BSL-IT Ltd, then the Client may refer the matter to:

1. the Ombudsman Services Communication, via the website (www.ombudsman-services.org) or by telephone on 0330 440 1614 or 01925 430 049; or
2. OFCOM, the communications regulator, via the website www.ofcom.org.uk or by telephone on 020 7981 3040 or 0300 123 333.

6.8.2 Any dispute must be submitted in writing to BSL-IT Ltd at the BSL-IT Ltd Service Address. 

6.8.3 Nothing in this condition 6.8 shall prevent the Client or BSL-IT Ltd from exercising any rights and remedies that may be available in respect of any breach of the provisions of the Contract.

6.9 KIT FUND

6.9.1 The Client may from time to time be allocated a credit limit by BSL-IT Ltd (the “Kit Fund”) which is set out in the Order Form. 

6.9.2 Subject to the written approval of a director of BSL-IT Ltd, BSL-IT Ltd may at its sole discretion allocate an amount equivalent to the value in the Kit Fund for the Client to purchase Equipment through BSL-IT Ltd from a network distributor or to offset Charges. 

6.9.3 BSL-IT Ltd reserves the right to refuse a Client’s request to purchase Equipment.

6.9.4 BSL-IT Ltd will not agree to purchase Equipment for the Client’s use following the 12th month after the Go-Live Date unless a Client Review Meeting has taken place between the Client and BSL-IT Ltd.

6.9.5 The Kit Fund remains the property of BSL-IT Ltd at all times.

6.9.6 BSL-IT Ltd reserves the right to reduce and/or apply a charge to the Kit Fund in any of the following circumstances:

1. the Client is in breach of a material term of these Conditions including but not limited to the Client’s failure to pay the Price and/or the Charges (or any of them) to BSL-IT Ltd on the due date (which shall include, without limitation, where cancellation of a direct debit instruction results in payment not being made on the due date);
2. BSL-IT Ltd has reasonable grounds to believe that the Network Services are being used fraudulently or unlawfully; 
3. any licence under which the Client has the right to run its telecommunciations system and connect to the Network Services is revoked; 
4. BSL-IT Ltd is entitled to suspend provision of any other telecommunications service under the terms of any other agreement with the Client;
5. BSL-IT Ltd reasonably suspects that the Client is in breach of its obligations under the Contract;
6. BSL-IT Ltd reasonably suspects that the Client is intending to terminate the Contract in breach of its obligations; or
7. the Carrier charges BSL-IT Ltd as a result of the Client’s conduct, including if the Client pays a Carrier’s bill late or does not use the Network Services.

6.9.7 Any Kit Fund remaining at the expiry of the Minimum Term or the termination of the Contract will not be paid to the Client but will be retained by BSL-IT Ltd.

 

7 MANAGED SERVICES SUPPORT SERVICES

In the event that the section relating to Managed Services Support Services is completed on the relevant Order Form, this condition 7 shall apply to the Contract.

7.1 DURATION OF MANAGED SERVICES SUPPORT SERVICES

7.1.1 Any Contract including the provision of Managed Services Support Services based on an order which is accepted by BSL-IT Ltd pursuant to condition 2.1 is, until the Go-Live Date, conditional on BSL-IT Ltd providing confirmation by email to the Client that the terms stated on the Order Form of the applicable Contract for Managed Services Support Services do not contain any errors or omissions.  Subject to this condition 7.1.1 and in consideration of (and subject to) the payment of the Annual Support Charge each year by the Client, BSL-IT Ltd shall supply to the Client the Managed Services Support Services in accordance with the Contract.

7.1.2 Subject to earlier termination in accordance with its terms, the Contract for Managed Services Support Services shall run for the Minimum Term.  Subject to condition 7.1.3, upon the expiry of the Minimum Term or the relevent Subsequent Term, the Contract in relation to the Managed Services Support Services will renew automatically for a Subsequent Term or a further Subsequent Term (as the case may be) in line with condition 2.2.1 following expiry of the Minimum Term or the then current Subsequent Term (as the case may be).

7.1.3 In line with condition 2.2.1, the Client may terminate the Contract by giving six (6) months’ notice in writing to BSL-IT Ltd, such notice to become effective no earlier than the day after the last day of the Minimum Term or the relevant Subsequent Term (as the case may be).

7.2 PROVISION OF MANAGED SERVICES SUPPORT SERVICES

7.2.1 The Managed Services Support Services shall apply only in respect of Equipment as set out in the Order Form and any other equipment which it is agreed between the parties in writing shall be included under the Contract for Managed Services Support Services, which for the purposes of this condition 7 shall be deemed Equipment.

7.2.2 Unless it is otherwise stated on the Order Form that a different level of Service (in terms of response times and hours of attendance) will apply, BSL-IT Ltd will use its reasonable endeavours to, within two Business Days of receipt of notification from the Client of a request for the provision of Managed Services Support Services and the Equipment being made available, commence during Normal Working Hours all adjustments, repairs and replacements of defective components resulting from fair wear and tear and/or faulty workmanship of BSL-IT Ltd and/or materials which in the opinion of BSL-IT Ltd are necessary for the proper functioning of the Equipment.  Any time period stated in respect of BSL-IT Ltd’s obligations under a Contract is not guaranteed nor deemed to be of the essence of the Contract.

7.2.3 Where BSL-IT Ltd replaces defective Equipment or part thereof, it shall be entitled to supply serviceable reconditioned items in substitution thereof. These Conditions shall continue to apply to the Equipment embodying such substituted items.

7.2.4 BSL-IT Ltd does not warrant that the provision of Managed Services Support Services (or any additional services supplied pursuant to conditions 7.3.1 and 7.3.2) will ensure that the Equipment and/or Leased Equipment operates without interruption or error.

7.2.5 Subject to spare part availability, BSL-IT Ltd shall provide all necessary spare parts (in the reasonable opinion of BSL-IT Ltd) required to keep the Equipment and/or Leased Equipment in satisfactory operation. All replaced parts shall become the property of BSL-IT Ltd.

7.2.6 Subject to condition 7.3.1, Managed Services Support Services shall not include the following (the “Excepted Services”):

1. the repair of damage to the Equipment and/or Leased Equipment resulting from accident, neglect or causes other than ordinary use (including failure to observe any instructions supplied by BSL-IT Ltd regarding the operation of the Equipment and/or Leased Equipment);
2. repair, labour or materials required as a result of theft, vandalism, fire, lightning, water damage, fluctuations in electrical power supply, unsatisfactory environmental conditions, telephone line conditions, the connection of unapproved accessories, attachments or other devices or as a result of breach by the Client of any of the terms of condition 7.5.;
3. the alteration, modification or maintenance of the Equipment and/or Leased Equipment by any person other than BSL-IT Ltd without BSL-IT Ltd’s prior written consent;
4. the transportation or relocation of the Equipment and/or Leased Equipment save where the same has been performed at the request of BSL-IT Ltd;
5. the maintenance or repair of any extension wiring (after the initial twelve month warranty period under condition 5.4.1 has passed), any Equipment and/or Leased Equipment not at the Site or of anything other than the Equipment and/or Leased Equipment;
6. any defect or error in any software used upon or in association with the Equipment and/or Leased Equipment;
7. the supply of replacement cassettes, aerials, aerial systems and batteries;
8. the reprogramming of the Equipment and/or Leased Equipment to provide improved or modified service or facilities;
9. Equipment and/or Leased Equipment faults caused by telephone area code changes or changes in Carriers;
10. ancillary items including but not limited to answer phones, analogue and digital phones or devices, call loggers, payphones, computers, servers, uninterruptible power supplies, batteries, fax machines, public address systems, printers, cabinets, external music on hold sources, any cabling and/or consumables unless otherwise agreed in writing;
11. maintenance arising from loss of Equipment and/or Leased Equipment as the Managed Services Support Services are limited to repair or replacement of faulty Equipment and/or Leased Equipment on a like-for-like exchange basis; and
12. a dedicated helpdesk.

7.3 ADDITIONAL CHARGES

7.3.1 BSL-IT Ltd may, in its discretion, upon request by the Client provide all or any of the Excepted Services (as referred to in condition 7.2.6 above) but shall be entitled to charge for the same by levying Additional Charges in the manner described in condition 7.3.3 below.

7.3.2 Without prejudice to condition 7.3.1 above BSL-IT Ltd shall be entitled to levy (and receive from the Client) Additional Charges in the manner described in condition 7.3.3 below if:

1. Managed Services Support Services are provided in circumstances where any reasonably skilled and competent person would have judged the Client’s request to have been unnecessary; and/or
2. the Client reports an apparent fault of the Equipment and/or Leased Equipment to BSL-IT Ltd and upon investigation by BSL-IT Ltd the Equipment and/or Leased Equipment and/or its Installation is found not to be defective (in respect of a charge for the investigation and/or for any call-out including Equipment and/or Leased Equipment changed in a postal exchange where BSL-IT Ltd reserves the right to make a charge up to the replacement value of the item in question); and/or
3. where a fault that has been reported to BSL-IT Ltd has been a non-Equipment and/or non-Leased Equipment fault but instead one of the Carrier (in respect of a charge for the call-out in accordance with BSL-IT Ltd’s then current Tariff); and/or
4. time and/or resources are required to be deployed by BSL-IT Ltd in circumstances where, in BSL-IT Ltd’s reasonable opinion, the level of support required by the Client is either unreasonable or unecessary. 

7.3.3 Additional Charges shall be levied by BSL-IT Ltd as follows:

1. following completion of the work in respect of additional services supplied under condition 7.3.1 and 7.3.2(a);
2. following completion of the investigation and/or call out in respect of condition 7.3.2(b) and 7.3.2(c); and 
3. such Additional Charges (calculated in accordance with the Tariff prevailing at the time) shall be payable by the Client within ten days of the date of an invoice.

7.3.4 In respect of a fault which is a failure by the Carrier as referred to in condition 7.3.2(c) BSL-IT Ltd will provide to the Client a Carrier fault reference number that may be used by the Client to recharge the cost BSL-IT Ltd has charged on to the Carrier, however this does not constitute any acceptance of liability for such costs by BSL-IT Ltd and, for the avoidance of doubt, BSL-IT Ltd is not liable to the Client where the Carrier refuses to cover such costs (or any of them).

7.4 DISCONTINUED SERVICES

7.4.1 Without prejudice to condition 14 or any other right of suspension or termination of Services under these Conditions, BSL-IT Ltd shall have the right to discontinue the Managed Services Support Services in respect of specified Equipment and/or Leased Equipment (without further liability to the Client) in the event that BSL-IT Ltd’s supplier and/or the manufacturer has ceased to supply such Equipment and/or Leased Equipment PROVIDED THAT BSL-IT Ltd shall notify the Client as soon as reasonably possible after it is aware of any cessation in supply of the Equipment and/or Leased Equipment and shall arrange with the Client to either terminate the Contract or replace or upgrade the affected Equipment and/or Leased Equipment at the Client’s expense.

7.4.2 Without prejudice to condition 14 or any other right to terminate or suspend any Services under these Conditions, BSL-IT Ltd shall have the right to terminate forthwith the supply of the Managed Services Support Services (without further liability to the Client) in the event that any necessary approvals required by BSL-IT Ltd to maintain any of the Equipment and/or Leased Equipment are disallowed or revoked by any government or regulatory agencies or any third party.

7.5 The Client undertakes that:

7.5.1 it shall ensure that the Equipment and/or Leased Equipment is used in a normal and proper manner;

7.5.2 it will carry out such routine day-to-day preventive maintenance measures as may be recommended in the operating instructions and manufacturer’s written recommendations supplied with the Equipment and/or Leased Equipment (“User Instructions”);

7.5.3 it will carry out minor maintenance adjustments suggested by BSL-IT Ltd which includes minor programming changes with telephone support and replacement of handsets and cords which are relayed by courier or post;

7.5.4 it will not permit alteration to call routing apparatus or extension wiring except by BSL-IT Ltd, or by BSL-IT Ltd’s authorised agents, save that in relation to the connection of other apparatus to the Equipment and/or Leased Equipment, such connection may be performed by another person at the Client’s expense if either:

1. BSL-IT Ltd so agrees in writing; or 
2. BSL-IT Ltd fails to carry out the connection itself within twenty-eight days after receiving written notice from the Client stating that the Client wishes specified apparatus to be so connected and naming that other person by whom the Client wishes the connection to be performed;

7.5.5 it will appoint at least one member of its staff as a “Principal Operator”, who will be trained in the use of the Equipment. The Client will ensure that such Principal Operator is available to carry out the instructions in the User Instructions and to liaise on Managed Services Support Services matters with BSL-IT Ltd;

7.5.6 it will not employ a third party to make any alterations to the programming or physical structure of the Equipment and/or Leased Equipment;

7.5.7 it will ensure that the environmental conditions for the Equipment are maintained in accordance with the User Instructions; and 

7.5.8 if the Equipment and/or Leased Equipment is not (immediately prior to the Go-Live Date) either already maintained by BSL-IT Ltd or within the scope of an express warranty given by BSL-IT Ltd thereof, then BSL-IT Ltd may at its discretion inspect the Equipment and/or Leased Equipment and undertake such repair work as may be necessary to put the Equipment and/or Leased Equipment in good working order. The Client shall pay for such inspection and repair at BSL-IT Ltd’s then current charge rates applying at that time, and such payment shall be in addition to the Annual Support Charge.

7.6 CHANGE OF LOCATION

7.6.1 The Client will not move any of the Equipment and/or Leased Equipment, nor remove the Equipment and/or Leased Equipment from its location as at the Go-Live Date without the prior written consent of BSL-IT Ltd (such consent not to be unreasonably withheld). Where BSL-IT Ltd consents to such relocation, BSL-IT Ltd shall provide a relocation and installation service, the cost of which shall be paid by the Client in accordance with BSL-IT Ltd’s then current Charges applying at that time, and such payment shall be in addition to the Annual Support Charge.

 

8 FINANCE AND CREDIT

8.1 The Client hereby consents to and shall procure that its owners, directors, officers and assigns consent to, BSL-IT Ltd carrying out searches with credit reference agencies relating to the credit worthiness of the Client and/or its owners, directors, officers and assigns and the Client undertakes to supply or procure the supply of all information requested for a credit search with a credit reference agency, who will add to the Client’s records and/or those records of its directors, officers and assigns details of the searches and these will be seen by other organisations that make searches.

8.2 The Client undertakes to supply all information requested by any finance provider(s) who will register searches with one or more credit agencies, who will add to the person’s records details of the searches and these will be seen by other organsiations that make searches.

8.3 Where third party indemnities are required by a relevant finance provider, failure to provide such indemnities shall constitute a breach of these Conditions by the Client and shall entitle BSL-IT Ltd to retain any deposit paid by the Client.

8.4 After Delivery and Installation (where applicable) is completed any failure by the Client to complete any relevant finance agreement documentation shall render the Client liable to pay to BSL-IT Ltd the whole of the Price as defined in condition 9.1 within seven days of presentation of an invoice. 

 

9 PRICE AND CHARGES

9.1 EQUIPMENT AND/OR LEASED EQUIPMENT

9.1.1 The Price is as stated on the Order Form and is exclusive of VAT or any other tax or duty payable. The amount of such taxes or duties shall be added to the Price and shall be payable by the Client in the same manner as the Price.  Any invoices issued by BSL-IT Ltd in respect of the Price shall, save in the case of manifest error, be final, conclusive and binding on the Client.

9.1.2 Unless otherwise specified the Price is based on the assumption that the Equipment and/or Leased Equipment and (where applicable) Installation Services will be completed in one continuous visit to the site agreed with the Client and accordingly BSL-IT Ltd may at its discretion at any time increase the Price to take account of any additional costs to BSL-IT Ltd (including but not limited to storage and delivery costs) by reason of Delivery and/or the Installation Services taking more than one visit.

9.2 NETWORK SERVICES

9.2.1 The Charges will be as detailed in the Tariff unless, and as, stated on the Order Form.

9.2.2 BSL-IT Ltd shall have the right to alter the Charges from time to time by publishing changes to the Tariff at www.bsl-it.com (or at such other URL as is notified to the Client by BSL-IT Ltd from time to time) or notifying the Client in writing (which may be by email) and such changes shall take effect:

1. no earlier than thirty days after such publication in the event of changes which may be of material detriment to the Client; and
2. no earlier than one day after such publication for all other changes,  and if the Client wishes to object to any proposed change which is of material detriment to the Client, then the Client must notify BSL-IT Ltd in writing (addressed to Client Services, BSL-IT Ltd Group,at the address set out in the Notices clause) within thirty days of publication of the proposed change, otherwise the Client will be deemed to have accepted the proposed change. For the avoidance of doubt, the service by BSL-IT Ltd of any notice in accordance with condition 9.2.2(a) shall not constitute either acceptance of or an admission by BSL-IT Ltd that any proposed change is of material detriment to the Client, nor shall the service of notice by the Client under this condition constitute or be deemed to constitute evidence that the relevant change is of material detriment to the Client.  For the purposes of this condition 9.2.2, any proposed change shall not be considered as being of material detriment to the Client where it is in line with any increase in the Retail Prices Index over the previous 12 months. 

9.2.3 Usage charges payable shall be calculated by reference to data recorded or logged by BSL-IT Ltd and not by reference to any data recorded or logged by the Client.  Any invoices issued by BSL-IT Ltd shall, save in the case of manifest error, be final, conclusive and binding on the Client.

9.2.4 Line rental is payable from the Connection Date.

9.2.5 If the Client has agreed to a Minimum Contract Spend and at the end of the Minimum Term, the Client has not incurred the Minimum Contract Spend, or if the Client terminates the Contract in any way other than pursuant to condition 14, the Client will be liable to pay to BSL-IT Ltd (i) the difference between the Charges incurred during the period of the Contract and the Minimum Contract Spend plus (ii) in relation to Future Contract Spend the full RRP of the Services that BSL-IT Ltd would have charged for over the Minimum Term together with applying any discount that BSL-IT Ltd allowed the Client over the Minimum Term on the proviso of the Client fulfilling the Future Contract Spend.

9.2.6 BSL-IT Ltd reserves the right to apply a monthly minimum threshold of at least £10.00 per Client account (or such other sum as notified to the Client by BSL-IT Ltd in writing from time to time) to keep the account operating at a viable level. 

9.3 MANAGED SERVICES SUPPORT SERVICES

9.3.1 The Client shall pay to BSL-IT Ltd the Annual Support Charge in accordance with condition 10.3.  Any invoices issued by BSL-IT Ltd in respect of the Charges for Managed Services Support Services shall, save in the case of manifest error, be final, conclusive and binding on the Client.

9.3.2 BSL-IT Ltd shall have the right to alter the Annual Support Charge from time to time by giving the Client not less than 14 days notice.

9.4 Value added tax

All sums referred to under these Conditions, the Order Form and any Service Specific Conditions are (unless otherwise stated) exclusive of VAT and any taxes of a similar nature which may from time to time be introduced, which will be payable at the rates ruling at the date of invoice.

9.5 Temporary Services

If the client orders a temporary Service, BSL-IT Ltd may charge the Client for any supplementary charges incurred, plus the line rental (if any) in advance for the whole period of the Temporary Service. Other Charges as detailed in the Contract still apply as appropriate.

9.6 Increase to Charges

Without prejudice to its other rights to increase Charges under these Conditions, BSL-IT Ltd may increase the Charges once in any 12 month period to reflect any percentage increase in the Retail Prices Index in the preceding 12-month period based on the latest available figure for the percentage increase in the Retail Prices Index and/or any actual increase in the direct cost to BSL-IT Ltd for supplying the Services (offset by any efficiencies, improvements or investments that BSL-IT Ltd may implement in relation to the Services) provided that BSL-IT Ltd provides at least 14 days’ notice of the increase to the Client (which may be by email) and, subject to the remainder of this clause 9.6, the increase in any Charges does not exceed 10% of the value of these Charges in effect immediately prior to the increase. Where BSL-IT Ltd is able to provide evidence as to it suffering any actual increase in the direct cost to it for supplying the Services in excess of 10%, it may increase the Charges by more than 10% to account for this.

 

10 PAYMENT

10.1 EQUIPMENT 

A deposit equal to the amount set out on the Order Form is required at the time of the placing of the relevant order. The balance of the Price as defined in condition 9.1.1 is payable immediately upon completion of Delivery (subject to condition 5.1.5).

10.2 NETWORK SERVICES

10.2.1 Subject to condition 10.2.2, the Client shall be invoiced monthly in arrears by BSL-IT Ltd and shall pay the Charges by direct debit within ten days of the date of the invoice (unless otherwise expressly agreed with BSL-IT Ltd and set out on the Order Form).

10.2.2 Line rental is payable monthy or quarterly in advance as specified on the Order Form, unless expressly agreed in writing by BSL-IT Ltd.

10.2.3 Where BSL-IT Ltd is notified by PSA that:

1. any sums payable by the Client to PSA or to any compensation fund or bond established by PSA have not been paid; and/or
2. the Client or any Information Provider is in breach of the Code, 

BSL-IT Ltd may withhold all sums due to the Client until BSL-IT Ltd has been notified by PSA that all such sums, fines, administrative charges or other sums payable to PSA under the Code have been paid in full or any breach has been remedied, and if requested by PSA BSL-IT Ltd may pay such sums to PSA in settlement of amounts owed to PSA. In the event that amounts are paid by BSL-IT Ltd to PSA to settle amounts owed by the Client then such amounts shall be deducted from any amounts owed by BSL-IT Ltd to the Client.

10.3 MANAGED SERVICES SUPPORT SERVICES

10.3.1 Unless otherwise agreed, the Client will pay the Annual Support Charge to BSL-IT Ltd by direct debit in advance of the relevant period as set out in the Order Form.

10.3.2 Where BSL-IT Ltd has agreed to raise an Annual Support Charge annually the Client will pay the charge in advance of the Go-Live Date and annually thereafter upon each anniversary of that date.

10.4 ALL SERVICES

10.4.1 If payment of any sum payable to BSL-IT Ltd is not made on or before the due date BSL-IT Ltd shall be entitled to charge interest thereafter on such sum at either the rate of 4% per annum above the current base rate of The Royal Bank of Scotland plc from time to time or, if higher, such rate as BSL-IT Ltd would be entitled to claim under the Late Payment of Commercial Debts (Amendment) Regulations 2018 (such interest being deemed to accrue from day to day and being compounded on the last day of each calendar month) from the due date until the date of payment whether before or after judgement.

10.4.2 Unless e-billing is expressly not required on the Order Form, invoices may be made available for download by Client.  If invoices are made available for download by the Client, the Client will be notified at the email address set out on the Order Form that the invoice is ready for downloading.  Where e-billing is expressly not required on the Order Form or if BSL-IT Ltd elects to do so, the invoice may be sent to the registered address of the Client (or the address of the Client).

10.4.3 A Service Credit shall not be payable unless the Client requests it within sixty (60) days from the date of the service affecting event.

10.4.4 BSL-IT Ltd may at any time or times, with prior written notice to the Client, set off any liability against amounts due by BSL-IT Ltd to the Client. Any exercise by BSL-IT Ltd of its rights under this clause shall be without prejudice to any other rights or remedies available to it under this Agreement or otherwise.

10.4.5 If BSL-IT Ltd is unable, for whatever reason, to recover the sums due under the Client’s account within 4 days following the due date for payment, BSL-IT Ltd reserves the right to suspend all or any of the Services.

10.4.6 If the Client’s account remains unpaid (in any part) BSL-IT Ltd may require a security deposit of three times the average monthly invoice or payment in full for the next 12 months before BSL-IT Ltd will reinstate the Services.

10.4.7 If the Client’s account remains unpaid (in any part) for a period of 30 days after the original due date for payment, the Services may then be terminated by BSL-IT Ltd.

10.4.8 Without prejudice to the Supplier’s other remedies, if the Client’s account remains outstanding for any reason after the original due date for payment, then:

1. the Client will be charged an administration fee for each piece of correspondence in connection with the recovery of the overdue amount.  BSL-IT Ltd may also charge the Client a fee where it suspends a Network Service for nonpayment; and
2. BSL-IT Ltd reserves the right to refer the outstanding account to a debt collection agency or firm of solicitors. If BSL-IT Ltd is required to instruct a debt collection agency or firm of solicitors to collect payment (including interest and late payment charges) on its behalf the Client must pay BSL-IT Ltd’s costs payable to the agency or firm of solicitors, who will add the sum to the Client’s outstanding debt.

10.4.9 The Client will ensure that the name of the account holder is the same as the name on the payment details provided.

10.4.10 If the Client cancels an active direct debit instruction once a Contract has commenced or elects not to pay by way of an active direct debit instruction, an additional administration fee will be added to the monthly invoice of £50 (or such other amount as may be notified to the Client by BSL-IT Ltd from time to time) until the direct debit is reinstated or commenced (as the case may be).  BSL-IT Ltd also reserves the right to charge the Client a direct debit cancellation fee at its then applicable rate.

10.4.11 BSL-IT Ltd may, without notice, withhold any payments due to the Client under the Contract or any other agreement between BSL-IT Ltd and the Client if:

1. BSL-IT Ltd has reason to believe the Client is in breach of the Contract;
2. the Client is (or BSL-IT Ltd reasonably believes that the Client is) conducting its business or using a Service illegally (including in breach of the Code or any OFCOM requirements) or for an illegal or unlawful purpose; and/or
3. BSL-IT Ltd has received notice from another Carrier that payment will be withheld in respect of calls and BSL-IT Ltd has satisfied itself on reasonable grounds that such event has occurred. 

10.4.12 If any sum owed by the Client to BSL-IT Ltd under the Contract or any Contract with BSL-IT Ltd is not paid by the due date, BSL-IT Ltd may deduct this sum from any payment or credit due to the Client under the Contract or any other contract with BSL-IT Ltd.

10.4.13 Payment of all sums due to BSL-IT Ltd shall be made without any set-off or deduction whatsoever.

10.4.14 If the Client intends to dispute any charge on an invoice the Client must do so in writing to BSL-IT Ltd within 14 days of the date of the invoice and provide BSL-IT Ltd with all relevant information in support of the disputed charge, otherwise an invoice is deemed to be accepted by the Client. Where the disputed charge(s) amount to:

1. less than 5% of the total charges listed on the invoice, the Client will pay the full amount of the invoice; or
2. more than 5% of the total charges listed on the invoice, the Client must pay the remaining amount of the invoice that is not in dispute.

10.4.15 Where BSL-IT Ltd is unable to complete installation or “make live” any part of the Services contemplated by the Order Form as a consequence of any act or inaction of the Client (including, without limitation, the Customer not providing any Customer Information reasonably required by BSL-IT Ltd and/or being unable to make itself, its premises or any other access rights reasonably required by BSL-IT Ltd available), BSL-IT Ltd shall be entitled to invoice the Price and/or Charges in respect of those Services and associated Equipment and/or Leased Equipment from the Default Charging Date. 

10.4.16 The Client acknowledges and accepts that it shall be liable for any charges incurred by BSL-IT Ltd with third party suppliers in respect of the supply of the Services, Equipment and/or Leased Equipment not set out in the Order Form. 

10.4.17 The Client acknowledges and accepts that any change in the then current volume of a type of Service which is provided by BSL-IT Ltd (excluding termination of the Service) actioned by BSL-IT Ltd at the request of the Client during the term of the Agreement will be covered by the terms of the Agreement and will be subject to the applicable Minimum Term or Subsequent Term (as the case may be) for the Service. 

 

11 SITES

11.1 To enable BSL-IT Ltd to fulfill its obligations under any Contract:

11.1.1 the Client shall permit or procure permission for BSL-IT Ltd and any other person(s) authorised by BSL-IT Ltd to have reasonable access to the Client’s Sites, Equipment and/or Leased Equipment and any other relevant telephone system and other equipment and shall provide such reasonable assistance as BSL-IT Ltd requests.

11.1.2 BSL-IT Ltd will normally carry out work by appointment and during Normal Working Hours but may request the Client to (and the Client shall) provide access at other times.  In the event that the Client cancels, reschedules or misses any pre-arranged appointment, it shall be liable to BSL-IT Ltd for any costs and expenses which BSL-IT Ltd incurs as a result of such cancellation, rescheduling and/or missed appointment.

11.2 At the Client’s request, BSL-IT Ltd may agree (at its sole discretion) to work outside Normal Working Hours and the Client shall pay BSL-IT Ltd’s reasonable charges for complying with such a request.

11.3 The Client warrants, represents and undertakes that it has adequate health and safety provisions in place at its Sites.

11.4 The Client shall procure all consents, licences and permissions necessary from landlords or other third parties for the carrying out of preparation work, installation of Equipment and/or Leased Equipment and for the provision, use and operation of the Equipment and/or Leased Equipment and/or Services at the Sites (save to the extent BSL-IT Ltd has agreed in writing to do it).

11.5 In the event that the Client is not able to procure the necessary consent to provide the Services within ninety days of the Connection Date BSL-IT Ltd will be able to terminate the Contract forthwith by giving the Client written notice without any liability. If the Client has not managed to procure the necessary consents and BSL-IT Ltd has commenced work the Client shall, on request by BSL-IT Ltd, refund to BSL-IT Ltd the cost of all such work (including, without limitation, staff costs and equipment costs) of an amount no less than £500 as Early Termination Charges.

11.6 The Client shall provide BSL-IT Ltd with the site and building plans (to include full details of all internal cabling runs) of the Sites and provide BSL-IT Ltd with full details of all other services in the vicinity of the proposed works.

11.7 The Client is responsible for making the Site good after any work undertaken by BSL-IT Ltd at a Site, including without limitation replacing and re-siting items and for re-decorating.

11.8 If the Client is moving a Site, BSL-IT Ltd must be informed as soon as is reasonably practicable so that suitable arrangements can be made to transfer the Client’s Services and Equipment and/or Leased Equipment. Unless otherwise requested, BSL-IT Ltd, in addition to moving the Service and Equipment and/or Leased Equipment, will also endeavour (but cannot guarantee that it will be able, for example where the Client moves to a different exchange) to retain the Client’s relevant existing telephone number(s). If BSL-IT Ltd can transfer the Client’s existing number(s) to the new Site the existing Contract will continue under the same terms and conditions. If BSL-IT Ltd cannot transfer the Client’s existing number(s) to the new Site, installation of a new line will be required at the new Site, or if the Client requires any additional new lines, this will attract new line connection charges and a new Contract.

11.9 If the new installation or moving Site involves the visit of an engineer to facilitate the new installation the Client will be responsible for the costs incurred by BSL-IT Ltd for the appointment together with an administration fee in respect of any additional works required to be undertaken by BSL-IT Ltd to complete the transfer of the Services and Equipment and/or Leased Equipment.

11.10 If the Client moves Sites and leaves the Equipment and/or Leased Equipment for the new owner/tenant the Client is required to inform them that the Service will be discontinued if BSL-IT Ltd is not contacted by the new owner/tenant within 72 hours for the purpose of entering into a new contract with BSL-IT Ltd for such services and subject in any event to the agreement of such a contract.

11.11 If at the new Site the Client receives services from an alternative supplier the Client is responsible for any contractual agreement the Client has with them and any liabilities the Client may incur for terminating such agreement.

 

12 WARRANTIES AND LIMITATION OF LIABILITY

12.1 Unless otherwise stated in these Conditions (or any relevant Service Specific Conditions) BSL-IT Ltd makes no warranty in respect of the supply of Equipment and/or Leased Equipment and/or Services and all other warranties which by reason of statute or other direction, regulation or governmental authority may be implied into a Contract for the supply of Equipment and/or Services are hereby excluded to the fullest extent possible, save for, and to the extent of, those warranties which cannot be lawfully excluded.  

12.2 Subject to conditions 5.4.7, 12.3 and 12.5:

12.2.1 in no circumstances shall BSL-IT Ltd’s liability, arising under or in connection with the Contract and whether in contract, tort (including without limitation negligence), breach of statutory duty or otherwise, to the Client in respect of one incident or series of connected incidents in any Year shall be limited to the lesser of the Contract Spend in a Year or £100,000 (one hundred thousand pounds); and

12.2.2 the Service Credits shall be the Client’s sole and exclusive financial remedy for any failure by BSL-IT Ltd to comply with any applicable Service Levels.  

12.3 Subject to condition 12.5, under no circumstances shall BSL-IT Ltd be liable in any event under or in connection with the Contract and whether in contract, tort (including negligence) or otherwise for any of the following losses whether or not they are incurred directly or indirectly:

12.3.1 loss of revenue;

12.3.2 loss of business;

12.3.3 loss of contracts;

12.3.4 loss of, damage to or corruption of data;

12.3.5 loss of anticipated savings;

12.3.6 loss of profits; or

12.3.7 any indirect, consequential or special losses; whether or not BSL-IT Ltd knew or ought to have known that such losses or damages might be incurred.

12.4 Neither party shall be liable to the other party for any breach of any provision of the Contract caused by any reason outside the control or responsibility of that party including, without limitation, in respect of Network Services supplied by BSL-IT Ltd, the failure of any Carrier to provide network capacity (or any element thereof) to BSL-IT Ltd on which it was reliant for the purposes of the Contract, any act of God, terrorist attacks, inclement weather, accidental damage, vandalism, failure or shortage of power supplies, flood, drought, lightning or fire, strike, lock-out, trade dispute or labour disturbance, any act or omission of Government, epidemic or pandemic, highways authorities, or other competent authorities.

12.5 Nothing in these Conditions excludes or restricts either party’s liability for:

12.5.1 death or personal injury resulting from that party’s negligence or its employee’s, agent’s or subcontractor’s negligence (while acting in the course of their employment);

12.5.2 any fraud, fradulent  misrepresentation or fraudulent misstatement;

12.5.3 any indemnity given under the Contract; and/or

12.5.4 for anything for which the parties cannot at law limit or exclude their liability.

12.6 The Client agrees that any cause of action that it may have against BSL-IT Ltd (including its affiliates, directors, officers, agents, consultants and employees) must commence within one (1) year after the cause of action arose, otherwise, the Client’s cause of action is permanently barred.

 

13 CLIENT’S INDEMNITY

13.1 Without prejudice to any other rights of BSL-IT Ltd, the Client shall indemnify and hold harmless BSL-IT Ltd against all Losses arising from or in connection with: 

1. any use or misuse of the Services by the Client in breach of condition 6.6; and/or
2. any breach by the Client of any warranties, undertakings and/or representations given under the Contract and/or any failure to comply with any responsibilities and/or liabilities of the Client set out in the Contract; and/or
3. any injury and/or damage suffered or incurred by or to any of BSL-IT Ltd’s (or any of its contractor’s) employees and/or equipment whilst on the Site.

 

14 TERMINATION AND CONSEQUENCES OF TERMINATION

14.1 On termination of any Service Schedule for whatever reason the Client will cease to have the Services provided thereunder.

14.2 Subject to conditions 14.3, 14.4 and 14.6 below and without prejudice to any specific termination rights set out elsewhere in these Conditions, the Client shall not be entitled (once an order has been accepted by BSL-IT Ltd) to change or cancel an order:

14.2.1 at all in respect of Equipment and/or Leased Equipment; or

14.2.2 except for termination in accordance with the conditions relating to the serving of notice to terminate the relevant Services and in particular conditions 6.1.3 and 7.1.3 (which shall take effect in accordance with the applicable conditions), unless otherwise agreed in writing with BSL-IT Ltd.

14.3 Termination (General): Subject to condition 14.6, in the event of any termination by the Client of the Contract (in whole or in part) or any Service Schedule (in whole or in part), the Client shall indemnify BSL-IT Ltd in full against all Losses including, but not limited to, all Losses incurred by BSL-IT Ltd as a result of the Client terminating the Contract before the end of the Minimum Term or where the Contract has continued beyond the Minimum Term before the end of the relevant Subsequent Term, which will include a minimum payment to BSL-IT Ltd of the amount of the outstanding line rental charges, the Initial Consultancy Fee, any Minimum Contract Spend, Annual Support Charges, contracted call bundles, subscriptions or otherwise that would have been paid by the Client had the Contract continued for the Minimum Term and/or the relevant Subsequent Term (as the case may be), costs, damages, charges (including, but not limited to, any liability for Network Services transferred from third parties) and administration charges (of a minimum of £300 in respect of the termination of the supply of any or all of the Equipment and/or Leased Equipment which is the subject of a Contract) and expenses incurred by BSL-IT Ltd as a result of such changes or cancellation.

14.4 Early Termination: Without prejudice to the generality of condition 14.3, in the event of any termination by the Client of the Contract before the end of the Minimum Term, the Client shall immediately pay to BSL-IT Ltd an amount representing the Commission Clawbacks which are attributable to the Network Services being terminated and the Initial Consultancy Fee and the Early Termination Charges set out in these Conditions.  The Client irrevocably agrees that the amount to be reclaimed by way of Commission Clawbacks and the Initial Consultancy Fee and the Early Termination Charges are reasonable in the circumstances and represent a genuine pre-estimate of BSL-IT Ltd’s loss arising from the Client’s early termination of the Contract.  For the avoidance of doubt, no amount shall be payable pursuant to this condition 14.4 where the Contract is terminated before the end of the Minimum Term due to any breach of contract by BSL-IT Ltd.

14.5 Without prejudice to any other rights of BSL-IT Ltd under these Conditions or otherwise, BSL-IT Ltd shall be entitled at any time and for any reason whatsoever to terminate any and/or all Contracts for Services on the giving of not less than thirty days’ written notice to the Client, without further liability to the Client. For the avoidance of doubt, in the event that BSL-IT Ltd terminates a Contract under this condition 14.5, the Client’s liability to pay the Charges for Services shall end on the date of termination of the relevant Contract and the Client shall not be liable to pay for the Charges applicable for the remainder of any Minimum Term applicable in respect of that Contract.

14.6 A Contract may be terminated forthwith by either party by notice in writing if the other party materially breaches its obligations under these Conditions (including non-payment of charges due) or any Service Specific Conditions and in the case of breaches which are capable of remedy such party fails to remedy such breach within 30 days of written notice by the other party of what the breach is and requesting that the breach is remedied.  Without prejudice to the generality of the foregoing, BSL-IT Ltd shall be permitted to terminate the Contract forthwith on notice to the Client in the event that the Client is in material breach of any other contract under these Conditions (as in force from time to time) and which breach, if capable of remedy, has not been remedied within fourteen days of written notice by BSL-IT Ltd of what the breach is and requesting that the breach is remedied.

14.7 Notwithstanding anything to the contrary expressed or implied in these Conditions, either party (without prejudice to its own rights) may terminate all Contracts forthwith in the event that a liquidator (other than for the purpose of a solvent amalgamation or reconstruction), trustee in bankruptcy, administrator or receiver is appointed in respect of the whole or part of the assets and/or undertaking of the other party or the other party enters into an arrangement or composition with its creditors, or other circumstances arise which entitle a court or creditor to appoint a receiver or administrator or to make a winding up order (save as in respect of a solvent reconstruction of such relevant party’s group of companies).

14.8 BSL-IT Ltd shall be entitled to terminate the Contract forthwith in circumstances where it also has a right to suspend the provision of the Services pursuant to condition 6.6 and, in the event of such termination, save if such termination is pursuant to condition 6.6.1(j), the Client shall indemnify BSL-IT Ltd in full against all Losses as set out in condition 14.3, including, but not limited to, all Losses incurred by BSL-IT Ltd as a result of terminating the Contract before the end of the Minimum term or where the Contract has continued beyond the Minimum Term before the end of the relevant Subsequent Term.

14.9 The termination or expiry of the Contract shall be without prejudice to any rights or liabilities which have accrued prior to such expiry or termination.  Any provision of this Agreement which expressly or by implication is intended to survive, shall survive the termination or expiry of the Contract.

14.10 Any implied right to terminate for convenience that the Client may have under applicable law is hereby expressly excluded.

 

15 SOFTWARE

15.1 Where BSL-IT Ltd provides software to the Client to enable the Client to use the Services (“Software”), BSL-IT Ltd will grant the Client a non-exclusive, non-transferable licence to use the Software solely for the term and purposes of the Contract (and to the extent necessary to use the relevant Services).  If required by BSL-IT Ltd, the Client shall sign such end user licence agreement as may be reasonably required by the owner of the copyright in the Software to protect the owner’s interest in that Software and for the Client to be able to use the Software.  Such licence shall terminate immediately on the cessation of the provision of the applicable Services by BSL-IT Ltd.

15.2 BSL-IT Ltd shall, as soon as is reasonably practicable (after becoming aware) notify the Client in the event that any use of the Services by the Client causes BSL-IT Ltd to be in breach of any software licence which BSL-IT Ltd has in place with any third party licensor in order to provide the Services (or any part thereof). The Client shall, as soon as is reasonably practical after such notification cease to use the Services in such manner.

15.3 Except as permitted by applicable law or as expressly permitted under the Contract the Client shall not de-compile, reverse-engineer or modify the Software, or copy the relevant manuals or documentation.

 

16 CALL MONITORING

16.1 The Client agrees that BSL-IT Ltd may monitor and record calls made to or by BSL-IT Ltd by or to the Client (and/or any of their employees or personnel), for training purposes, to improve the quality of its client services and to assist with complaint handling.  The Client undertakes to make its employees and personnel aware of the rights reserved by BSL-IT Ltd under this condition.

 

17 CONFIDENTIAL INFORMATION AND DATA PROTECTION 

17.1 BSL-IT Ltd and the Client may be given access to Confidential Information from the other party in order to perform its obligations under this Agreement. 

17.2 Each party will keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and any other Confidential Information, whether written or oral, concerning the other party’s business or its products or its services which the other party may obtain, except to the extent any disclosure is required by law. This condition 17 shall survive termination of the Agreement.  The Client and BSL-IT Ltd will not, without the consent of the other, disclose such information to any person other than:

17.2.1 their employees, contractors or professional advisers who shall require the information in order for the Client or BSL-IT Ltd to fulfill its obligations under the Agreement; or 

17.2.2 in the case of the Client, its Users to the extent that they are required to use or access the Services.

17.3 Information shall not be treated as confidential if it is: 

17.3.1 lawfully in the public domain;

17.3.2 lawfully in the possession of the Client or BSL-IT Ltd before disclosure from the other has taken place;

17.3.3 obtained from a third person who is entitled to disclose it; or 

17.3.4 replicated independently by someone without access or knowledge of the information.

17.4 If the Client receives a request under the Freedom of Information Act 2000 which encompasses any information provided to the Client by BSL-IT Ltd in connection with the Contract the Client will notify BSL-IT Ltd immediately of the request and give BSL-IT Ltd at least ten Business Days to make representations before releasing the requested information (save to the extent otherwise required by law).

Data Protection

The following terms shall mean:

Data Controller	shall take the meaning as defined in the Data Protection Legislation;
Data Processor	shall take the meaning as defined in the Data Protection Legislation (“Process” or “Processing” shall be construed accordingly);
Data Protection Legislation	means the UK Data Protection Legislation and any other European Union Legislation relating to personal data and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of Personal Data (including, without limitation, the privacy of electronic communications);
Data Subject	shall take the meaning as defined in the Data Protection Legislation;
GDPR	means EU Regulation 2016/679 General Data Protection Regulation;
Personal Data Breach	means unauthorised or unlawful Processing of Personal Data or accidental loss or destruction of, or damage to, Personal Data; and
UK Data Protection Legislation	means all applicable data protection and privacy legislation in force from time to time in the UK including the GDPR; the Data Protection Act 2018; the Privacy and Electronic Communications Directive 2002/58/EC (as updated by Directive 2009/136/EC) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended.

 

17.5 This clause only applies to the extent that BSL-IT Ltd is Processing Personal Data on behalf of the Client.

17.6 Both Parties will comply with all applicable requirements of the Data Protection Legislation.

17.7 The Parties acknowledge that for the purposes of the Data Protection Legislation, the Client is the Data Controller and BSL-IT Ltd is the Data Processor.

17.8 The Privacy & Data Policy sets out the scope, nature and purpose of Processing by BSL-IT Ltd, the duration of the Processing, the types of Personal Data and the categories of Data Subject.

17.9 Without prejudice to the generality of condition 17.6:

17.9.1 The Client will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the Personal Data to BSL-IT Ltd for the purposes of this Agreement; and

17.9.2 BSL-IT Ltd will:

17.9.2.1 Process Personal Data only on the written instructions of the Client, including regarding transfers of Personal Data outside of the European Economic Area, unless BSL-IT Ltd is required to do so by a legal obligation and, if so, BSL-IT Ltd will notify Client of this before such Processing, unless a legal obligation prohibits this;

17.9.2.2 ensure that all personnel authorised by BSL-IT Ltd to Process Personal Data are obliged to keep the Personal Data confidential;

17.9.2.3 ensure that it has in place appropriate technical and organisational measures designed to protect against a Personal Data Breach, appropriate to the harm that might result from such Personal Data Breach and the nature of the Personal Data to be protected where BSL-IT Ltd shall have regard to the state of technological development and the cost of implementing any measures, including, where appropriate:

1. pseudonymising and encrypting Personal Data;
2. ensuring confidentiality, integrity, availability and resilience of its systems and services;
3. ensuring that availability of and access to Personal Data can be restored in a timely manner after an incident; and
4. regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it; 

17.9.2.4 notify the Client without undue delay if it becomes aware of a Personal Data Breach;          

17.9.2.5 assist the Client in responding to any requests from Data Subjects and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators, save that if this is not within the reasonable remit of the Services, this will be at Client’s cost;

17.9.2.6 at Client’s written direction, delete (or put Beyond Use) or return Personal Data to Client once provision of the Services has ceased, unless required by a legal obligation tostore the Personal Data; and

17.9.2.7 maintain records and information to demonstrate it compliance with this condition 10 and, where this is  not sufficient, allow for audits by Client or Client’s auditor solely to demonstrate compliance, at Client’s cost, provided that the Client:

1. will not exercise its audit rights more than once in any three (3) year period, save where Client reasonably believes that a further audit is required due to Personal Data Breach;
2. gives at least thirty (30) days’ written notice of its intention to audit, including specific details on the scope of the audit and any required evidence;
3. conducts its audit during normal business hours and limits it audit to a maximum of 2 Business Days; and
4. takes all reasonable measures to prevent material business interruption to BSL-IT Ltd.

17.10 BSL-IT Ltd retains all administration and executive password and access privileges for all its clients. Passwords and secure information are stored in a multi-level encrypted enterprise environment, backed up across multiple datacentres globally, with full redundancy. As an additional layer of security passwords are changed regularly and never shared outside our organisation. Within BSL-IT Ltd only specific accredited users have access via additional levels of MFA access and all access is monitored, time, data and user stamped.

17.10.1 From time to time clients ask that an additional layer of security is provided to remit against a scenario where BSL-IT Ltd is compromised and unable to operate or continue to service its clients infrastructure as a result of being forced into administration. This is catered for by BSL-IT Ltd’s client escrow / holding service which is subject to scoping, setup, registration and delivery. All pricing is POA. 

 

18 CHANGES TO THE CONDITIONS, SERVICE SPECIFIC CONDITIONS AND CONTRACT

18.1 BSL-IT Ltd may change the Conditions and/or Service Specific Conditions and/or policies at any time and will publish any change in line with condition 18.2.

18.2 BSL-IT Ltd will publish any changes to the Conditions and/or Service Specific Conditions (including any of BSL-IT Ltd’s policies) online at www.bsl-it.com (or at such other URL as is notified to the Client by BSL-IT Ltd from time to time) or notify the Client in writing (which may be by email):

18.2.1 at least 30 days before the change is to take effect for changes that may be of material detriment to the Client; and

18.2.2 at least one day before the change is to take effect for all other changes.

18.2.3 If the Client wishes to object to any proposed change which is of material detriment to the Client, the Client must notify BSL-IT Ltd in writing (addressed to the BSL-IT Ltd Service Address) within 14 days of publication of the proposed change, otherwise the Client will be deemed to have accepted the proposed change.  For the avoidance of doubt, the service by BSL-IT Ltd of any notice in accordance with condition 18.2.1 shall not consitute either acceptance of or an admission by BSL-IT Ltd that any proposed change is of material detriment to the Client, nor shall the service of notice by the Client under this condition 18.2.3 constitute or be deemed to constitute evidence that the relevant change is of material detriment to the Client.

18.3 Without liability to the Client, in order to reduce the risk of fraud or for any commercial purpose, the Client acknowledges that on capped price call tariffs (if any) BSL-IT Ltd may at its sole discretion on not less than 7 days’ notice:

18.3.1 limit call price caps to the first four hours of calls per day; and/or

18.3.2 remove the relevant call price caps from the Client’s pricing and Tariff should call profile deviate significantly from BSL-IT Ltd’s standard call profiles and notify the Client of the new pricing to apply in respect of the relevant Network Services.

18.4 In order to reduce the risk of fraud or for any commercial purpose, the Client acknowledges that on bundled minute call packages (if any) BSL-IT Ltd may at its sole discretion on not less than 7 days’ notice remove the relevant bundled minute call package from the Client’s pricing and Tariff should the Client’s call profile deviate significantly from BSL-IT Ltd’s standard call profile and over seventy five per cent of the Client’s bundled minutes be used in any month.

18.5 BSL-IT Ltd may, if requested by the Client, provide additional services to be included within the Services under such additional terms and conditions as may be notified from time to time.

 

19 SECURITY

19.1 The Client must ensure that user names and passwords used by it and/or its personnel and/or Users in connection with the Services are kept confidential and are only used by authorised Users. The Client will inform BSL-IT Ltd immediately if the Client knows or suspects (or ought reasonably to know or suspect) that a user name or password has been disclosed to an unauthorised user or is being used in an unauthorised way. The Client must not change or attempt to change a user name without BSL-IT Ltd’s written consent.

19.2 BSL-IT Ltd reserves the right (at BSL-IT Ltd’s sole discretion):

19.2.1 to suspend user names and password access to the Services if at any time BSL-IT Ltd thinks that there has been or is likely to be a breach of security; and

19.2.2 to ask the Client to (in which case, the Client shall) change any or all of the passwords the Client uses in connection with the Services.

19.3 The Client will inform BSL-IT Ltd immediately of any subsequent changes to the information the Client supplies to BSL-IT Ltd in connection with the Contract.

19.4 The Client accepts and acknowledges that the Services are not guaranteed to be secure and BSL-IT Ltd does not guarantee the prevention or detection of any unauthorised attempts to access the Services.

19.5 The Client acknowledges that BSL-IT Ltd has no control of a Client’s PABX/switch configuration, voice mail security or other feature services enabled, except where BSL-IT Ltd agrees to be contractually responsible under management services.

19.6 BSL-IT Ltd shall not be responsible for call charges or other charges resulting from fraudulent and/or unauthorised use of the Equipment and/or Leased Equipment or Services by the Client or any third parties (who are not employees of BSL-IT Ltd) and the Client agrees to pay all additional charges related to such fraudulent and/or unauthorised use. Clients are therefore urged to verify with their equipment provider that all necessary steps to combat fraudulent and/or unauthorised use have been taken.

19.7 Any assistance given by BSL-IT Ltd in relation to fraudulent and/or authorised use by the Client or third parties (or the prevention of such use) will be on a reasonable endeavours basis only and no liability can be accepted by BSL-IT Ltd for any loss sustained by the Client via fraudulent and/or unauthorised means that are beyond BSL-IT Ltd’s reasonable control (save for any fraud and/or unauthorised use by an employee of BSL-IT Ltd acting in that capacity).

 

20 ANTI-BRIBERY 

20.1 The Client shall, and shall procure that its officers, employees, agents and any other persons who perform the Services for and on behalf of it in connection with a Contract shall:

20.1.1 comply with all applicable Anti-Bribery Laws; 

20.1.2 not offer, promise, give, request, agree to receive, receive or accept a bribe or financial or other advantage or commit any corrupt act; 

20.1.3 comply with BSL-IT Ltd’s Ethics and Anti-bribery Policy (available at www.bsl-it.com or at such other URL as is notified to the Client by BSL-IT Ltd from time to time) as BSL-IT Ltd may update from time to time (“Relevant Policies”); 

20.1.4 have and shall maintain in place throughout the term of all Contracts its own policies and procedures, including adequate procedures under the Bribery Act, to ensure compliance with the Anti-Bribery Laws and the Relevant Policies, and will enforce them where appropriate; 

20.1.5 not do or omit to do any act or thing which constitutes or may constitute an offence under Anti-Bribery Laws; 

20.1.6 not do or omit to do any act or thing which causes or may cause BSL-IT Ltd and/or any member of the Group to be in breach of and/or commit an offence under any Anti-Bribery Laws; 

20.1.7 without prejudice to condition 20.1.6, not do or omit to do any act or thing which causes or may cause BSL-IT Ltd or any member of the Group to be guilty of an offence under section 7 of the Bribery Act (or would or may do so if BSL-IT Ltd was unable to prove that it had in place adequate procedures designed to prevent persons associated with it from undertaking such conduct); and 

20.1.8 provide BSL-IT Ltd and any member of the Group (at the Client’s cost) with such reasonable assistance as it may require from time to time to enable it to perform any activity required by any relevant government or agency in any relevant jurisdiction for the purpose of compliance with any AntiBribery Laws. 

20.2 The Client shall: 

20.2.1 promptly report to BSL-IT Ltd and any member of the Group any request or demand for any financial or other advantage of any kind received in connection with the performance of the Contract by it or by its officers, employees, agents or any other person who performs the services for or on behalf of it in connection with the Contract; and 

20.2.2 upon request, certify in writing signed by a director of the Client that the Client has complied with all of its obligations under this condition 20. The Client shall provide such supporting evidence of compliance as BSL-IT Ltd or any member of the Group may reasonably request. 

20.3 The Client warrants to BSL-IT Ltd and all members of the Group that it has not, and its officers, employees, agents and any other persons who perform the services for or on behalf of it in connection with the Contract have not breached any applicable Anti-Bribery Laws; been convicted of any offence involving bribery, corruption, fraud or dishonesty; offered, promised, given, requested, agreed to receive, received or accepted a bribe or financial or other advantage or committed any corrupt act; done or omitted to do any act or thing which constitutes or may constitute an offence under the Anti-Bribery Laws; done or omitted to do any act or thing which caused or may cause any person to be in breach of and/or commit an offence under any Anti-Bribery Law; done or omitted to do any act or thing which caused or may cause any person to be guilty of an offence under section 7 Bribery Act; or given any financial or other advantage, inducement or reward to any person in connection with the awarding or continuation in force of the Agreement. 

20.4 BSL-IT Ltd and/or any member of the Group may terminate the Contract immediately if the Client is in breach of any of its obligations under this condition 20 or if BSL-IT Ltd or any member of the Group has reasonable cause to believe that such a breach has occurred or may occur. If BSL-IT Ltd or any member of the Group terminates the Contract in accordance with this condition 20.4, the Client shall not be entitled to claim any compensation or any further remuneration from BSL-IT Ltd or any member of the Group. 

 

21 GENERAL

21.1 Subject to any deemed acceptance by the Client under condition 9.2.2 and/or condition 18.2, no forbearance or indulgence shown or granted by BSL-IT Ltd to the Client whether in respect of these Conditions and/or any Service Specific Conditions or otherwise shall in any way affect or prejudice the rights of BSL-IT Ltd against the Client or be regarded as a waiver of any of these Conditions and/or any Service Specific Conditions.

21.2 Force Majeure: Neither Party will be liable for any breach of the Agreement and/or any Contract due to any cause beyond that party’s reasonable control including, but not limited to Act of God; insurrection or civil disorder; war or military operations; national or local emergency; epidemic or pandemic; act or omission of Government, fire, explosion, flood or the act or omission of any party for whom the party affected is not responsible and which is beyond the affected party's reasonable control (including other telecommunications service providers). The affected party will use all reasonable endeavours to bring the event to an end or find a solution by which the Agreement and any affected Services Agreement may be performed despite the event. If the affected party is prevented from performing its obligations for a continuous period in excess of fourteen (14) days either Party may terminate the Agreement and any affected Services Agreement immediately by serving written notice on the other Party in which case neither party has any liability to the other except as regards rights and liabilities which have already accrued which will continue to subsist or are expressed to continue beyond the termination of the Agreement and/or any Services Agreement (as applicable).

21.3 Governing Law and Jurisdiction: The Agreement, any Contract (including in relation to non-contractual disputes or claims) and any disputes or claims arising out of or in connection with it or the subject matter or formation shall be governed by and construed in all respects in accordance with English law. The parties irrevocably submit to the exclusive jurisdiction of the English courts to settle any dispute or claim (including in relation to non-contractual disputes or claims).

21.4 Third Party Rights: Subject to condition 21.5, this Agreement and any Contract are made for the benefit of the parties to it and (where applicable) their successors and permitted assigns and is not intended to benefit, or be enforceable by, anyone else and no third party shall have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Agreement.

21.5 Assignment: BSL-IT Ltd shall be entitled to assign the benefit of the Agreement and/or any Contract and/or any Services Agreement to any Associated Company without the Client’s consent.

21.6 Subcontracting: BSL-IT Ltd may sub-contract all or any part of the Services to a third party without the consent of the Client, providing that BSL-IT Ltd remains liable (subject always to the limitations and exclusions of liability contained in this Agreement) for the acts and omissions of its sub-contractors.

21.7 Notices: Any notice, invoice or other document which may be given by either party under the Contract shall be in writing (except as provided otherwise) sent for the attention of the relevant person, and to the address or fax number given on the Order Form (or such other address as the relevant party may notify to the other party) and shall be delivered personally, sent by fax or sent by pre-paid, first class post or recorded delivery.  

21.8 A notice is deemed to have been received, if delivered personally, at the time of delivery, in the case of fax, at the time of transmission, in the case of pre-paid first class post or recorded delivery, 48 hours from the date of posting or if earlier upon receipt and, if deemed receipt under this condition 21.8 is not within Normal Working Hours, at 9.00am on the first Business Day following delivery.  To prove service, it is sufficient to prove that the notice was transmitted by fax, to the fax number of the party or, in the case of post, that the envelope containing the notice was properly addressed and posted.

21.9 Any director or representative of the Client who signs on behalf of the Client will be deemed an authorised signatory and thereby BSL-IT Ltd shall be entitled to rely on such signatory as binding the Client to the obligations set out in these Conditions and any relevant Service Specific Conditions in all respects.

21.10 Cumulative Rights: Unless specifically provided otherwise, rights arising under the Agreement are cumulative and do not exclude rights provided by law.

21.11 Non-Solicitation: The Client shall not, without the prior written consent of BSL-IT Ltd, at any time from the date of the Contract to the expiry of six months after the termination of the Contract (or in the case of multiple Contracts the last Contract to be terminated or expire), actively solicit or entice away from BSL-IT Ltd or actively employ or attempt to employ (save where the relevant person has responded to a general advertisement by the Client for the relevant job vacancy), any person who is, or has been, engaged as an employee or sub-contractor of BSL-IT Ltd in the provision of the Services to the Client. Any consent given by BSL-IT Ltd in accordance with this condition 21.11 shall be subject to the Client paying to BSL-IT Ltd a sum equivalent to 20% of the then current annual remuneration of BSL-IT Ltd’s employee or sub-contractor or, if higher, 20% of the annual remuneration to be paid by the Client to that employee or sub-contractor.

21.12 TUPE Indemnity: The Client agrees to indemnify and keep indemnified BSL-IT Ltd against all liabilities, Losses, actions, proceedings, damages, costs (including legal and employment costs), claims, demands and expenses brought or made against or suffered or incurred by BSL-IT Ltd arising out of or connected with:

21.12.1 the transfer or alleged transfer of the employment or engagement of any Employee to BSL-IT Ltd pursuant to the Employment Regulations or otherwise; and

21.12.2 the employment or engagement or termination of employment or engagement by the Client or a Contractor and/or any Subcontractor of any Employee.

21.13 The Client acknowledges and agrees that details of the Client’s name, address and payment record may be submitted to a credit reference agency, and Personal Data will be processed by and on behalf of BSL-IT Ltd in connection with the Services.

21.14 Invalidity: If any provision (or part of a provision) of the Contract is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions will remain in force.

21.15 Severance: If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted or amended, that provision will apply with whatever modification is necessary to make it valid, enforceable and legal whilst still giving effect to the commercial intention of the parties.

21.16 Variation: Subject to conditions 9.2.2, 18.1 and 18.2, no variation of this Agreement and/or any Contract shall be valid unless it is in writing and signed by or on behalf of each of the parties.

21.17 No publicity: Except with the prior written consent of the other party, neither party shall make any public statement about the Equipment, the Leased Equipment and/or Services or otherwise publicise the Contract or any information relating to it.

21.18 No partnership or agency: Nothing in the Contract is to be construed as establishing or implying any partnership or joint venture between the parties, or as appointing any party as the agent or employee of any other party.  No party shall hold out any other party as its partner or joint venturer.  Except where, and to the extent that, the Contract expressly states otherwise, no party may incur any expenses or negotiate on behalf of any other party or commit any other party in any way to any person without that other party’s prior written consent.

21.19 Further assurance: Each party shall do and execute, or arrange and procure for the doing and executing of, any act and/or document reasonably requested of it by any other party to implement and give full effect to the terms of the Contract.

21.20 Entire Agreement: This Agreement and any Services Schedules (and documents referred to herein and therein (the “Documents”) constitutes the entire complete and only agreement between the parties in relation to its subject matter, and replaces and extinguishes all prior agreements, undertakings, arrangements, understandings or statements of any nature made by the parties, whether oral or written, with respect to such subject matter.

21.20.1 Each party acknowledges that it has not relied on any statements, warranties or representations, understandings or agreements (whether written or oral) given or made by or on behalf of any other party under or in connection with this Agreement and/or any Services Schedule other than those expressly set out or referred to in the Agreement. Each party further acknowledges that it shall have no rights or remedies with respect to such subject matter other than under this Agreement and any Service Schedule.

21.20.2 The parties irrevocably and unconditionally waive any right they may have to claim damages for any misrepresentation, arrangement, understanding or agreement not contained in the Agreement or for any breach of any representation not contained in the Agreement (unless such misrepresentation or representation was made fraudulently).

21.21 Counterparts: This Master Services Agreement may be executed in any number of counterparts each of which when executed and delivered shall be an original but all the counterparts together shall constitute one and the same instrument. Transmission of an executed counterpart of the signature page of this Master Services Agreement by email (in PDF, JPEG or other agreed format) shall take effect as delivery of an executed counterpart of this Master Services Agreement. No counterpart shall be effective until each party has executed and delivered at least one counterpart.

 

SERVICES SCHEDULES

PART 1: MOBILE SERVICES

1. DEFINITIONS

Capitalised terms used in these terms and conditions for Mobile Services shall have the following meanings:

Actual Spend	means the Client's expenditure with BSL-IT Ltd during the Minimum Agreement Term on the Services excluding purchases of Handsets or Equipment and excluding VAT;
Connection	means connection by BSL-IT Ltd of a Handset to the Network under the Services Agreement via a SIM Card, and “Connect” shall be construed accordingly;
GSM Gateway	means any equipment containing a SIM Card which enables the routing of calls from fixed apparatus to mobile equipment by establishing a mobile to mobile call;
Handset	means any mobile device, telephone handset, tablet or other mobile telecommunications device excluding the SIM Card;
IMEI Number	means the unique identifying number allocated to a Handset;
Industry Price Change	means a variation in charges that occurs during the Minimum Agreement Term as a result of a determination by the regulator or from variations in wholesale passed on to BSL-IT Ltd by wholesale mobile providers; “Migration” means a transfer of a telephone number to BSL-IT Ltd from the same Network to which the number is to be connected under the Services Agreement;
Minimum Agreement Term	means the minimum term that the Client agrees to receive the Services over;
Minimum Spend	means the minimum expenditure that the Client agrees to spend with BSL-IT Ltd on the Services excluding purchases of Handsets or Equipment and excluding VAT within the Minimum Agreement Term;
Minimum Holding or Minimum Number of Connections	means the minimum aggregate number of Connections as specified in the Services Agreement that the Client agrees to connect to the Services within 90 days of the commencement of the Agreement, and to maintain for the balance of the term of the Agreement;
Minimum Term per Connection	means the minimum period as set out in the Services Agreement for each Connection; “MSA” means the version of BSL-IT Ltd Master Services Agreement referenced on the Order Form, or otherwise the applicable master services agreement agreed between the parties;
PAC	means porting authorisation code;
Port	means a transfer of a telephone number to BSL-IT Ltd from a network which is different from the Network to which the number is to be connected under the Services Agreement;
Services Agreement	means an agreement between BSL-IT Ltd and the Client on these terms and conditions and the terms and conditions of the MSA incorporated by clause 2.1, including the Pricing Schedule, the Order Form, any addenda and any Additional Orders accepted by BSL-IT Ltd;
Services	means the provision and maintenance of a Connection enabling the Client to conduct data, SMS and voice communications or any other service provided by means of the Network or in relation to the Equipment, all as specified in the Services Agreement; and
SIM Card	means the subscriber identity module (a card containing identifying information) which enables a Handset to access the Network.

 

2. SERVICES AGREEMENT

2.1 The Services Agreement shall be deemed to incorporate the terms and conditions of the MSA.  In the event of any conflict, the terms and conditions of the Services Agreement prior to such incorporation shall prevail.

 

3. OWNERSHIP OF THE EQUIPMENT

3.1 Title to the Equipment shall only pass to the Client when BSL-IT Ltd has received full payment for the Equipment, provided that no other sums are then overdue to BSL-IT Ltd from the Client on any account.  BSL-IT Ltd shall retain title to all Equipment subject to a Credit.  Title to Handsets provided using a Hardware Account or on a free of charge basis shall pass to the Client once the aggregate Minimum Spend or the Minimum Holding for the entire Minimum Agreement Term has been met and all charges incurred during the Minimum Agreement Term have been paid.

 

4. PAYMENT - IMPORTANT

4.1 The Monthly Charge shall be invoiced in advance, and all other charges for the Services one (1) month in arrears, in accordance with the Pricing Schedule or otherwise as varied from time to time in accordance with the MSA and/or Services Agreement.  If the Services Agreement does not specify a Pricing Schedule for a Connection, the Pricing Schedule specified for the other Connections in the order to be connected to the same Network and service shall apply.

4.2 The Client will pay BSL-IT Ltd’s Fee in relation to access to foreign telecommunications networks (roaming charges) and use of services provided by the foreign network provider, and a Fee in relation to any missed appointment for the installation of Equipment by BSL-IT Ltd.  

4.3 BSL-IT Ltd’s charges for call destinations and Services not stated on the Pricing Schedule, and roaming charges, are available on request and may change from time to time without notice to reflect changes made by the Network.

4.4 Calls to public emergency services via the Services will be free of charge.

4.5 The Client can request a monthly spend limit on the Services provided that it gives written notice to BSL-IT Ltd of any such request at least thirty (30) days prior to when the Client requires any such spend limit to be applied (“Spend Limit”). The Client acknowledges that if it uses the Services outside of the UK, any roaming charges or other charges arising from such use may exceed any Spend Limit put in place due to the delay in such charges being applied by the relevant network providers for nonUK based calls, but agrees that it shall remain liable to pay for any such charges, even if the Spend Limit is exceeded.

 

5. DURATION

5.1 The Services Agreement shall commence on the Agreement Date and shall continue in respect of each Connection unless and until terminated:

5.1.1 by BSL-IT Ltd in accordance with clause 8.6 or the General Terms and Conditions of the MSA; or

5.1.2 by either party giving to the other not less than the notice period set out in condition 2.2.1 of the General Terms and Conditions of the MSA in respect of any individual Connection, subject to any Minimum Usage commitments relating in this Agreement.

 

6. LIABILITY - IMPORTANT

6.1 The Client acknowledges that, owing to the nature of telecommunications equipment and computer software, the Services will not be fault-free and without interruption and that the quality and coverage of the Services may from time to time be adversely affected by local geography, topography and physical features (such as by signal deflection by buildings), atmospheric conditions, the availability and capacity of the Network and/or other networks (which are both shared with other users) or the Client’s (or the users of the Services’) equipment.

6.2 Subject to clause 12.5 of the MSA, BSL-IT Ltd shall have no Liability for any loss or damage sustained by the Client relating to:

6.2.1 the security of the Client’s (or the users of the Services’) equipment, the internet, ‘WAP’ sites, web content servers, applications and/or public networks;

6.2.2 any loss, or lack or failure of security, of data transmitted or received using the Services;

6.2.3 any use of software in relation to the Services which is not approved for use with the Services by BSL-IT Ltd;

6.2.4 any incompatibility of the Client’s (or the Services users’) equipment with the Services, and the Client shall indemnify BSL-IT Ltd against any such incompatibility; and/or 6.2.5 any matter referred to in clause 6.1.

 

7. USE OF HANDSETS AND SIM CARDS

7.1 The Client shall:

7.1.1 notify BSL-IT Ltd as soon as practicable if it is aware that any Handset or SIM Card is lost or stolen;

7.1.2 use the Handsets supplied under a Hardware Account in the Services Agreement only in respect of the Network;

7.1.3 use any Handset and SIM Card provided by BSL-IT Ltd for use together only in conjunction with each other and not with any other SIM Card or Handset; and

7.1.4 not connect, or continue connection, to the Network of any GSM Gateway without BSL-IT Ltd’s prior written consent (at BSL-IT Ltd’s absolute discretion and subject to such terms and conditions as BSL-IT Ltd may in its absolute discretion specify.  BSL-IT Ltd reserves the right to amend any such terms and conditions from time to time on fourteen (14) days’ notice to the Client.)

7.2 The Client accepts that if any allocated telephone number remains unconnected or is disconnected from the Network for any reason for a continuous period of two (2) consecutive months BSL-IT Ltd may withdraw and re-allocate the telephone number without liability, upon notice to the Client, where requested to do so by the Network.

 

8.  MINIMUM USAGE - IMPORTANT

8.1 In consideration of BSL-IT Ltd providing the Services in accordance with the Pricing Schedule, the Client agrees to:

8.1.1 meet or exceed the Minimum Number of Connections; 8.1.2 use the Services until expiry of the Minimum Agreement Term; and 

8.1.3 meet or exceed the Minimum Spend (if applicable) during the Minimum Agreement Term.  For the avoidance of doubt any expenditure after expiry of the Minimum Agreement Term shall not contribute to the Minimum Spend unless agreed in writing otherwise.

8.2 If upon expiry of the Minimum Agreement Term the Actual Spend is less than the Minimum Spend, BSL-IT Ltd shall be entitled to charge the Client the difference between the Minimum Spend and Actual Spend on completion of the Minimum Agreement Term.

8.3 If the Client fails to maintain the Minimum Number of Connections in any month of the Agreement, BSL-IT Ltd shall be entitled to charge the Client a shortfall charge of £7.50 per month for each connection below the Minimum Number of Connections in each month. For example, if the Minimum Number of Connections in a billing month is 100 and the Client has 90 connections then the shortfall charge shall be 10 * £7.50 = £75.00. 

8.4 For the avoidance of doubt, clause 9.1 (if applicable) may be enforced by BSL-IT Ltd concurrently with, and as a separate remedy to, this clause 8.

8.5 The Minimum Spend shall be unaffected by any variation in the charges under the Services Agreement, including by an Industry Price Change.  Following an Industry Price Change, if requested by the Client, BSL-IT Ltd shall:

8.5.1 undertake call analysis of the Client’s usage of the Services by minutes and by cost;

8.5.2 discuss with the Client its telecommunications requirements and usage generally; and

8.5.3 provide to the Client alternative terms for its continued use of the Services, including charges, Credits, Minimum Spend and Minimum Agreement Term.

8.6 If no chargeable traffic is carried by a Connection for a period of sixty (60) consecutive days BSL-IT Ltd may, without prejudice to its other rights and remedies, cancel the Connection and the Client shall pay to BSL-IT Ltd the termination charges specified in clause 9.1 in relation to that Connection.

 

9. FAIR USAGE 

9.1. You must only use the services for private, personal and legitimate business purposes. You must not use your SIM card to support any connection where the SIM card is fitted into equipment for use with applications that primarily transfer information between fixed systems and remotely located handsets/assets or any other remote computer systems.

9.2. You shall not connect or continue connection by or on behalf of itself or any end user of any GSM Gateway(s) to the network without BSL-IT Ltd Solution’s prior written consent, which may be withheld at BSL-IT Ltd Solution’s absolute discretion. You must not establish, install or use a gateway device, application or SIM box (including devices tethered via cable, Bluetooth or Wi-Fi, to a computer or the internet) for the purposes of making large volumes of calls or sending large volumes of texts. Don’t use gateway devices, applications or SIM boxes to send automated messages or to make automated calls.

9.3. You must not use our services or SIM cards to generate artificially inflated traffic or to persistently send automated or unsolicited text messages.

9.4. You must not use our services or a SIM card in such a way that in our reasonable opinion we believe adversely impacts ours or our suppliers’ network or the service(s) to our other customers. This includes using our services to do anything which slows down the performance of the network or prevents other customers from using the network as intended because fo congestion caused by your usage of the services.

9.5. You must not use our services fraudulently, in connection with a criminal offence, in breach of any law or statutory duty, to make a call or send a message or to take pictures or video or send, upload, download, use or re-use any material, which is offensive, abusive, indecent, defamatory, obscene or menacing, a nuisance (including to our staff) or a hoax in breach of any rights or anyone’s privacy or is otherwise unlawful.

9.6. You may use our services in our Europe Zone for periodic travel only, like business travel, holidays or short breaks. If you’re not genuinely using our services for periodic travel, we may have to charge you for, or suspend you from, using our services in our Europe Zone. If you use our services in our Europe Zone for 60 days or more in any four-month period, this is likely to be deemed to be an unfair use of our services and you will be in breach of this Fair Usage Policy. 

9.7. We reserve and maintain the right at all times to charge for excessive roamed usage and/or to restrict the bandwidth of any data connection in the event that in our sole opinion, the usage is high. Futhermore, we may also disconnect a user either temporarily or permanently for excessive continued use. Examples of excessive usage may include prolonged video streaming, multiple users connecting to a wireless router, downloading large files over an extended period, high volumes of SMS messaging and use of virtual SIM servers.

9.8. Roaming in World Traveller Service (WTS) countries is subject to fair usage. We will deem users that roam in WTS Tier 1 countries and consume more than 25GB of data usage in a calendar month (per connection) as in breach of our fair usage policy and reserve the right to charge for excessive roamed usage and/or to restrict the bandwidth of any data connection. WTS Tier 2 countries have a fair usafe allowance of 2GB per calendar month (per connection) and we reserve the right to charge for excessive roamed usage.

9.9. Unlimited data is subject to a fair usage policy of 650GB (O2) or 500GB (Vodafone) per calendar month (per connection) and any user exceeding this usage level will be charged. Unlimited tariffs have a fair usage policy of 25GB in Roam Like at Home countries and will be charged if they exceed 25GB. In addition, Unlimited tariffs have a fair usage policy of 25GB in World Traveller Service (WTS) countries and we reserve the right to charge for excessive roamed usage.

9.10. Unlimited minutes and SMS are subject to a fair usage policy. The fair usage per SIM on unlimited tariffs is set at 3,000 minutes and 3,000 SMS per monthly billing cycle. Any user going over this fair usage policy will be charged for usage over 3,000 minutes and/or SMS. If the usage continues to exceed the fair usage policy terms, we reserve the right to bar or disconnect the services.

 

10. CONSEQUENCES OF TERMINATION - IMPORTANT

10.1 If any Connection is disconnected prior to the Minimum Term per Connection, the Client shall pay to BSL-IT Ltd a termination charge equal to the Monthly Charge that would otherwise be due for the remainder of the Minimum Term per Connection rounded up to the nearest whole month.

10.2 If the Services Agreement is terminated prior to expiry of the Minimum Agreement Term, the Client shall pay to BSL-IT Ltd a termination charge equal to the difference between the Minimum Spend and Actual Spend.

10.3 Upon whole or partial termination of the Services Agreement, the Client’s right to possession of any Handset or Equipment related to such termination which is not paid for, or which is subject to a Credit, shall cease.

 

 

APPENDIX 1

Our Acceptable Use Policy

 

1. What is an Acceptable Use Policy (AUP) and when is it used? 

This Acceptable Use Policy sets out the rules which apply to use of our broadband internet connection services, what your responsibilities are and what activities are permitted and prohibited under this AUP of those services. In general, customers should make sure that they don't use our Internet Services for unlawful or illegal purposes, or to inconvenience other internet users.

Compliance with this AUP ensures you may continue to enjoy and allow others to enjoy optimum use of our Internet Services.   We'll only use our AUP in severe cases of misuse where, for example, a customer's connection is being used for purposes that are illegal, unlawful or inconveniencing other Internet users.

 

2. What are my responsibilities? 

You are responsible for your actions on our network and systems you access through your Internet Service. If you act recklessly or irresponsibly in using your Internet Service or your actions endanger any person or the integrity or security of our Network, systems or equipment, your access may be restricted, suspended or terminated, without prior notice. In particular, you agree that you will not use, attempt to use or allow your Internet Service to be used to:

• store, send or distribute any content or material which is restricted, prohibited or otherwise unlawful under any applicable law or which is likely to be offensive or obscene to a reasonable person; 
• store, send or distribute confidential information, copyright material or other content which is subject to third party intellectual property rights, unless you have a lawful right to do so; 
• do anything, including store, send or distribute material which defames, harasses, threatens, abuses, menaces, offends, violates the privacy of, or incites violence or hatred against, any person or class of persons, or which could give rise to civil or criminal proceedings; 
• do any other act or thing which is illegal, fraudulent or otherwise prohibited under any applicable law or which is in breach of any code, standard or content requirement of any other competent authority;  
• do anything, including store, send or distribute material, which interferes with other users or restricts or hinders any person from accessing, using or enjoying the Internet, our Services, Network or systems;  forge header information, email source address or other user information; 
• access, monitor or use any data, systems or networks, including another person's private information, without authority or attempt to probe, scan or test the vulnerability of any data, system or network;   compromise the security or integrity of any network or system including our Network;  
• deliberately access, download, store, send or distribute any viruses or other harmful programs or material;  send or distribute unsolicited advertising, bulk electronic messages or otherwise breach your spam obligations set out in this AUP, or overload any network or system including our Network and systems;  
• use another person's name, username or password or otherwise attempt to gain access to the account of any other user;  
• tamper with, hinder the operation of or make unauthorised modifications to any network or system; or  authorise, aid, abet, encourage or incite any other person to do or attempt to do any of the above acts.  

 

3. What is SPAM and how does it apply to this AUP? 

Also known as junk mail or Unsolicited Commercial Email (UCE), the term "spam" refers to submitting a commercial email to a large number of recipients who have not requested or opted to receive it and have no reasonable expectation to receiving email from the sender.  

Email sent by a company or an organisation with whom the recipient has established a relationship or which was requested or accepted (opt-in requirement) by the recipient is not considered spam. Spamming is not only harmful because of its negative impact on consumer attitudes toward BSL-IT Ltd, but also because it can overload BSL-IT Ltd’s network and disrupt service to BSL-IT Ltd subscribers. 

As a user of a BSL-IT Ltd email service platforms you must: 

• Include a conspicuous notice identifying the message as an advertisement or a commercial solicitation; 
• Provide a valid physical postal address in each email your send;  
• Include a valid email address or an unsubscribe link allowing the recipient to opt-out, either by replying to a valid return address, or by using an Internet-based unsubscribe mechanism; 
• Process opt-out requests for at least 30 days after the sending of the commercial email and stop sending email to the requestor within 10 business days upon request; 
• Set up and provide BSL-IT Ltd with a valid "abuse" email address in order to process any SPAM positive complaint; and  
• Comply with any law and/or regulation in force that covers direct marketing regulations.

You may not: 

• Include false, deceptive or misleading header information, including a false domain name or address;
• Send emails with a false, deceptive or misleading subject line; 
• Include sexually explicit content in your email;  
• Add an address into your list without the subscriber's permission;  
• Maintain an email address in your list for which an opt-out request has been received;  
• Use lists older than 6 months without obtaining a confirmation of the subscriber's permission; 
• Harvest email addresses from websites or web services; 
• Generate email address by using a dictionary attack combining letters and numbers into multiple permutations; 
• Use scripts or automated ways to register for multiple email or user accounts to send commercial emails; 
• Relay emails through a computer or network without permission; 
• Use your subscription form to subscribe users for an unrelated list or to send them content differing from the one they have agreed to;
• Send emails with added words/characters in an attempt to bypass Bayesian filters;
• Send, or attempt to send, Spam of any kind from third-party networks using a return email address that is hosted on the BSL-IT Ltd Network, or referencing an email address hosted on the BSL-IT Ltd Network; 
• Send email messages which result in complaints from the recipient or from the recipient's email provider, or which result in blacklisting of the sender's email address or mail server; 
• Send email messages which are excessive and/or intended to harass or annoy others; 
• Continue to send email to a recipient that has indicated that he/she does not wish to receive it;
• Take any actions intended to cloak the user's identity or contact information, including but not limited to intentionally omitting, deleting, forging or misrepresenting message headers or return addresses; or
• Take any other action that results in blacklisting of the sender's email address or mail server, or negatively impacts other users who use the email service.  

In the absence of positive, verifiable proof to the contrary by a user, BSL-IT Ltd will consider complaints by recipients of emails to be conclusive that the recipient did not subscribe or otherwise request the email(s) about which a complaint was generated.

 

4. Bulk Email Rules

The use of our Network to send bulk email whether opt-in or otherwise, and the use of bulk email to promote a site on our Network is strictly forbidden. Only users with a valid email account are permitted to send "opt-in" bulk email. If such email is reported to us as being spam, we will take appropriate action as described above.  

Our bulk mail rules also apply to mailing lists or mailing services you may contract with. The policy is stated as follows:   An acceptable mailing list will be focused at a targeted audience that has voluntarily signed up for your e-mail information or that has made their e-mail address available for distribution of information from you. The list must also allow for automatic removal by all end users with non-distribution in the future. 

 

5. What happens if I excessively use the Internet Service?

You must use your Internet Service in accordance with any download or capacity limits stated in the specific plan that you subscribe to for the use of that Service. 

We may limit, suspend or terminate your Internet Service if you unreasonably exceed such limits or excessively use the capacity or resources of our Network in a manner which may hinder or prevent us from providing services to other customers or which may pose a threat to the integrity of our Network or systems. 

If BSL-IT Ltd determines that excessive bandwidth, disk space utilisation or high CPU loads are adversely affecting BSL-IT Ltd’s ability to provide service to other users, BSL-IT Ltd may take immediate action. BSL-IT Ltd will attempt to notify the account owner as soon as possible. 

 

6. What happens if I breach the AUP?

If we find that our Internet Service is being misused, we'll get in touch with you to let you know we're aware of what's going on. If we need to, we'll work with you to resolve the issues without taking any further action as much as possible, but we reserve the right to do so, if necessary.

 

7.Does the AUP ever change and if so, how will I know?

Yes, so we recommend that you visit our website regularly to check for any updates or amendments to the Acceptable Use Policy. We'll make sure that any updates or amendments are clearly signalled at the top of the page.

 

 

APPENDIX 2

Our Privacy & Data Policy 

Protecting your information

At BSL-IT Ltd, the safeguarding of your information is paramount and is something that we take very seriously. One of the ways we do this is by adhering to the requirements of Data Protection legislation in the UK which has changed as part of the General Data Protection Regulation (GDPR for short) in force from 25 May 2018.

Before we get started, here are a few things to keep in mind. When we talk about ‘you’ or ‘your’ we mean the person who is the account holder and has a contract with BSL-IT Ltd Solutions Limited.

Where we talk about BSL-IT Ltd we mean BSL-IT Ltd Solutions Limited that provides your products and services including broadband, landline and mobile services and/or products.

BSL-IT Ltd will be the Controller of the information that we collect about you when you use our online services www.bsl-it.com. We will also collect information when we provide you with, or answer questions about, our products and services, including broadband, landline, mobile. Our contact details are set out below.

This Privacy & Data Policy gives you detailed information on when and why we collect your information, how we use it, and how we keep it secure.  Please take a moment to read it so you know what choices and rights you have about the information we may ask you for or collect about you. This policy may change from time to time so it's a good idea to come back and read through it every now and then. If there’s a significant change to the policy, we’ll let you know straight away.

Now for the legal stuff…

What kind of information do you collect, when and how?

There are a few ways we collect your information. This could be when you:

• Order our products or services (whether via this website, over the phone, in one of our stores or with our field agents)
• Create and log in to your BSL-IT Ltd account on our website
• Use our products or services e.g. mobile
• Contact us by telephone, email, electronic messaging (such as SMS, MMS or live chat tools) or post • Visit this website
• When someone refers you for our products and services
• We also collect information about you from third parties. An example of this could be from members of your household, from content providers and/or delivery service providers

We’ll never keep more information from you than we need to. The types of information we collect will depend upon: (i) whether we collect the information from you or from someone else; and (ii) how / when we collect that information.

When will you collect information from me?

• When you apply for and/or purchase our products or services, create an online account, or contact us with queries we’ll ask you to give us, where necessary, your generic details (i.e. name, surname, date of birth), your contact details (i.e. address, email, phone number), your financial details (i.e. bank account, payment method, credit card number)
• When you talk to us on the phone, email, communicate via electronic messaging (such as SMS, MMS or live chat tools) or write to us in customer surveys from time to time, to help us provide you with improved products and services, we might ask you to fill in a questionnaire, just so you can let us know how we're doing. When sending you a questionnaire we’ll ask you to provide us with the following information: name, account number, email address, telephone number

What information will you collect from me?  

• When you visit this website, we’ll use cookies (which are stored on your device(s) – your laptop, mobile phone, tablet etc.) to collect information about your use of our online services (See our Cookies Policy for more details)
• When you use BSL-IT Ltd services (such as our Broadband, home phone lines, mobile phone lines) we collect information about your use of those services including the following:
  • Call data (i.e. your telephone number, inbound / outbound caller number, time and duration of the call, your device details
  • Usage data (i.e. frequency, time, location and duration of service usage, data traffic (internet / minutes / SMS) used per month)
  • Billing data (your financial details, bills and its components), which may be used to validate your state of residence is the UK, for the purposes of providing you with access to UK-only online content while you are temporarily visiting another EU member state
  • Payment and transaction data
  • Interactive data (apps usage data, websites usage / visits data)
  • Device Data (IP address, device make and manufacturer, browser information and other similar identifying information required from your devices to communicate with websites and applications on the internet)

We may also monitor, record, store and use the communications we have directly with you to improve the quality of our customer service and/or for training, operational and compliance purposes

Information we collect from third parties:

We may supplement the information that we collect from you and about your use of the services as described above, with information that we receive from third parties.

This may include:

• Data we collect from other members of your household
• Data we receive when someone refers you for our products and services
• Data from other organisations who have obtained your permission to share information about you with us
• Information we get from reporting agencies, such as credit reference agencies. They give us information about your financial history so we can assess creditworthiness and product suitability, check your identity, manage your account, trace and recover debts and prevent criminal activity. We’ll continue to exchange information about you with credit reference agencies on an ongoing basis, including about your settled accounts and any debts not fully repaid on time. Credit reference agencies will share your information with other organisations. Your data will also be linked to the data of your spouse, any joint applicants or other financial associates. The identities of the Credit Reference Agencies and the way they operate are explained in more detail via https://www.equifax.co.uk/crain
• Here are a few places third party data comes from:
  • Companies or individuals that introduce you to us
  • Credit Reference Agencies
  • Fraud Prevention Agencies
  • Market Researchers
  • Public Information sources such as the electoral roll

Why do you collect my information?

There are valid reasons why we need information about you and how we hold it:

1. Where it’s necessary to perform our contract with you

• To determine your eligibility for our products and services / whether they’re available in your area
• To process your orders for our products and services and to bill you for the same
• To provide you with the products and services you have ordered from us
• To provide access to privileged areas of our online services 
• To respond to any questions or complaints you may have regarding our products and services

2. Where you’ve given us your consent

• To send you details of products, services, special offers and rewards that we think will be of interest to you. However, we hate junk mail as much as you do so it's up to you to decide whether or not you want to receive this information. We’ll cover more of that further down
• To occasionally carry out market research
• To administer contests and competitions

Where we process your information on the basis of your consent, you’ve got the right to withdraw your consent at any time. You can do this by:

• Accessing Marketing Preferences page, or contacting us via the Contact Us page on the website
• This won’t affect the lawfulness of anything we’ve done with your information on the basis of consent prior to that point

3. Where we’ve got a legitimate interest – which is where we’ve got a good reason to process your data; e.g. situations where BSL-IT Ltd needs to process information to operate its business. However we always do this by considering the safeguards and impact to you. Processing activities based on a legitimate interest are:

• To provide you with service information and updates in relation to the products and services you’ve ordered from us
• To enable us to gain customer insights and to review, develop and improve our products, services and special offers to ensure we are giving customers what they want
• Defining types of customers for new products or services and personalise service offers to you
• To check your credit information with credit rating agencies to guarantee payment of our services
• Complying with laws and regulations that apply to us
• To provide you with access to additional services, such as Virgin Red
• To analyse your telephony and mobile internet data to prevent fraud and warn you about nuisance calls
• To personalise your experience of our services e.g. your interaction with our call centres, digital platforms based on your usage and viewing profile so that we can recommend shows you might enjoy, or tailor advertising contained within our services so that it corresponds with your likely interests
• To provide you with tailored advertising, features and content.  We use the information we hold about you to tailor the adverts, content and features you receive to make them more relevant

4. Where we’ve got a legal obligation to process personal information. BSL-IT Ltd is required to capture, retain and share some personal data for legal reasons such as:

• Where there’s a need to block unauthorised or illegitimate content
• Responding to courts and enforcement authorities
• To help authorities with any security, crime or anti-terrorism enquiries
• To demonstrate compliance with anti-money laundering rules
• To monitor any other regulatory requirements linked with treating customers fairly and processing records properly
• Administering call caps

Who do you share my information with?

Sometimes we’ll need to share the information we hold about you with others. We provide information about you:

• To our employees and field agents so they can administer, and deal with any questions or complaints you’ve got about your account with us and/or the products and services provided to you by BSL-IT Ltd now or in the future
• To search the files of a credit reference agency, which will keep a record of that search, when you apply for our products or services. This is so that we can confirm your eligibility for our products and services and guarantee a regular payment for those
• Additionally, details of how you conduct your account with us may also be disclosed to the credit reference agency. This information may be used by other organisations in assessing applications from you and members of your household
• For the purposes of fraud prevention and screening preventing nuisance calls
• We may use aggregate information and statistics for the purposes of monitoring usage of our services in order to help us develop our services, and may provide such aggregate information to third parties, for example, content partners and advertisers. These statistics do not include information that can be used to identify any individual
• To the marketing agencies we work with when creating marketing campaigns, special offers and promotions targeted for you. We may share your information with our partner companies who provide you with customer service on our behalf or help deliver/provide the product or service you have chosen
• Our service providers in order for us to provide our services to you
• We may share your information to comply with legal and regulatory obligations to protect or enforce our rights or that of a third party such as analysing activity on our network to help block unauthorised or illegal content access or publication; for the purpose of protecting vital interests, national security, statutory obligations or responding to requests from courts and enforcement authorities
• If you use Direct Debits we’ll share your data with the Direct Debit scheme
• If you apply for mobile phone insurance through us we’ll pass your personal details onto the insurer 

Where we share your personal data with another company we make sure that they respect your data protection rights too. We do not share your personal data with some companies that are based outside the European Economic Area.

We only share your data with other controllers if this is directly requested by you, for example for your number porting to a different service provider. We won’t pass on your personal information to third parties except in accordance with this policy and our General Terms and Conditions or where we are required to disclose that information in order to comply with any legal or regulatory requirements.

How do you protect my information?

The security of your information is really important to us. Any information sent to us is protected using robust security methods. The methods we use are industry-standard ensuring data is safeguarded whilst being sent over unprotected communications paths such as the internet. When it reaches us, we store it securely and only provide access to it by those authorised. Although we safeguard your personal information once received, BSL-IT Ltd cannot guarantee the safety of any personal information you transmit to us using online methods.

Our security measures include:

• Encryption of data where appropriate
• Regular penetration testing of systems
• Security controls which protect the entire BSL-IT Ltd Information Technology infrastructure from external attack and unauthorised access
• Regular cyber security assessments of all service providers who may handle your personal data
• Regular scenario planning and crisis management exercises to ensure we are ready to respond to cyber security attacks and data security incidents
• Internal policies setting out our data security approach
• Training for employees on security and privacy

We’ll never ask you for your BSL-IT Ltd identification, on-line passwords or PIN numbers directly associated with your BSL-IT Ltd account in any unsolicited phone calls or unsolicited emails. In accordance with our General Terms and Conditions, you’re responsible for keeping your password and PIN secure and we very strongly recommend you do not disclose them to anyone (unless you wish to authorise them to access your account and potentially incur charges on your account).

How do you keep my information?

We collect and store your data safely and only for the time strictly necessary to operate services provided to you by BSL-IT Ltd and/or based on the reasons that we process your personal data. Afterwards it’ll either be destroyed or anonymised.

When determining the relevant time we store information periods, we take into account factors such as: 

• Legal obligation(s) requiring data to be kept for certain periods of time
• (Potential) disputes
• Guidelines issued by the UK’s data protection authority

A few examples for how long we’ll keep your data:

• Unless you ask us not to, we store your generic details (i.e. name, surname, contact details) for up to two years after you stop being our customer, to contact you just in case you change your mind
• We keep your billing data for 7 years, for tax purposes

What rights do I have about accessing my information?

Here we’ll explain the rights you have regarding your information:

Rights	What does this mean?
1. The right to be informed	You have the right to be provided with clear, transparent and easily understandable information about how we use your information and your rights. This is why we're providing you with the information in this Privacy & Data Policy.
2. The right of access	You're welcome to ask us what information we have about you, any time you like.  You have the right to obtain access to your information (if we're processing it), and certain other information (similar to that provided in this Privacy & Data Policy). This is so you're aware and can check that we're using your information in accordance with data protection law.  We won't charge for this and we'll do our best to get details back within 30 days.  Check out the Contact Us section if you want to find out how to access your information.
3. The right to rectification	You're entitled to have your information corrected if it's inaccurate or incomplete. Just let us know where to make the changes!
4. The right to erasure	This is also known as 'the right to be forgotten' and, in simple terms, enables you to request the deletion or removal of your information where there's no compelling reason for us to keep using it. This is not a general right to erasure; there are exceptions.
5. The right to restrict processing	You have rights to 'block' or suppress further use of your information. When processing is restricted, we can still store your information, but may not use it further. We keep lists of people who have asked for further use of their information to be 'blocked' to make sure the restriction is respected in future.
6. The right to data portability	You have rights to obtain and reuse your personal data for your own purposes across different services. E.g., if you decide to switch to a new provider, this enables you to move, copy, or transfer your relevant information easily between our IT systems and theirs safely and securely, without affecting its usability, such as your name and address.
7. The right to object	You have the right to object to certain types of processing, including processing for direct marketing (which we do only with your consent).
8. Rights in relation to automated decision making and profiting	We sometimes make automated decisions based on personal information you've supplied or we've collected from others about you. This helps us to make sure the decisions we make are quick, fair, and correct based on what we know about you. These automated decisions can affect the products and services that we may offer you. We'll ensure that human intervention is possible where there are any concerns about the decision. We want to ensure that decisions about automated decisions such as credit approval are fair and transparent. We use technology to make decisions automatically or to build profiiles about you. This technology uses logic that analyses your preferences and how you use our products and services, which helps us to improve your customer experience, making it more relevant for you and allowing you to get the most out of our products and services. What this means for you is that you will regularly receive from us personalised content (offers, promotions, etc.).  We also use technology to make decisions automatically based on your credit score analysis, which allows us to guarentee your regular payments for our products and services. What this means for you is that we'll decide your eligibility for our products and services based on your credit history.

To exercise any of these rights at any time, check out the Contact Us section.

How do you market your Products and Services?

• We’ll automatically contact you with regard to your services, for example, with updates to your services, service disruption messages or bill payments.
• We may also, subject to your consent, use your personal information to contact you with information about special offers and rewards. But don't worry, your details won't be shared with other companies for marketing purposes without your consent.
• If you’ve given consent for us to contact you, then from time to time, we may contact you by mail, telephone, email, other electronic messaging services (such as text, voice, sound or image messages including using automated calling systems) with information about our products and services (including discounts and special offers). Managing your Marketing Preferences

If you’d like to change your marketing preferences at any time you can do this in the following ways:

• By clicking on the Unsubscribe link in any marketing email from us
• By replying STOP in reply to a Marketing SMS sent by us
• By calling us. Call our team on 0330 1289 123
• By writing to us at the BSL-IT Ltd Service Address or sending us a message via the Contact Us page on the website.

Please remember that if you say you do not wish to receive any promotional material from us, this will preclude you from receiving any of our special offers or promotions which may be of interest.