Terms & Conditions

YOUR AGREEMENT WITH US IS MADE UP OF THE FOLLOWING DOCUMENTS:
(i) THESE CONDITIONS FOR COMMUNICATIONS SERVICES;
(ii) THE SERVICE AGREEMENT;
(iv) THE RELEVANT TARIFF(S) FOR THE SERVICES WE AGREE TO PROVIDE TO YOU;
(v) SUPPLEMENTARY CONDITIONS RELATING TO SPECIFIC SERVICES, WHERE APPLICABLE; AND
(vi) THE RELEVANT SERVICE DESCRIPTIONS RELATING TO SPECIFIC SERVICES.
(this “AGREEMENT”).

THE SERVICES AND USE OF THE SERVICES

1. Provision of the Services

1.1 The Services we supply to you are those Services which: (a) you have ordered by telephone and are set out in the Service Agreement attached to these Conditions confirming your order; or (b) you have elected to receive as set out in the Service Agreement; or (c) have been ordered via our website on your behalf by a third party (details of such Services will be set out in a letter to you from us) or as otherwise set out in a Service Agreement and which you have subsequently confirmed that you wish to receive; or (d) which you have subsequently ordered in writing, by fax, by email or by telephone, and in each case which we have agreed in writing or by email to supply to you. These may include (but are not limited to):
i. The ability to make or receive a Call (“telephone service”);
ii. The provision of a Line or Lines for a rental charge (“line rental service”);
iii. The provision of broadband internet access (“Broadband service”);
iv. The provision of inbound telephony services (“Inbound service”);
v. The provision of mobile telephony services (“Mobile service”);
vi. The provision of IP (internet protocol) telephony services (“IPT service”);
vii. The provision of data services (“Data service”);
viii. Any other Services which we may offer for sale from time to time.

1.2 Notwithstanding that your agreement with us starts on the date specified in the Service Agreement (or if none is specified, the date it is signed by you), the service commencement date for each Service will be the date the Services (or the relevant part of them) go-live (the “Service Commencement Date”). You accept that this may mean you will have multiple Service Commencement Dates however each Service Commencement Date will be subject to the Minimum Term.

1.3 All Services allow access to UK emergency services and caller location information (when based in the UK) unless specifically advised otherwise within this Agreement. Such access may be subject to the availability of a power supply to the line and alternative arrangements are your responsibility in the event of a power failure.

1.4 We will use reasonable endeavours to provide you with the Services by the date(s) we agree with you and to continue to provide the Services until this Agreement is terminated. However we will not be liable for any loss or damages should the Services not commence on the date agreed with you.

1.5 All Services will be provided in accordance with our Customer Support Plan. In providing the Services we shall use the reasonable skill and care that may be expected from a competent communications service provider. For the avoidance of doubt, the Services may be utilised by your Associated Companies provided that you shall remain fully liable for any such use, however, you may not resell the Services to any third party.

1.6 Following the expiry of the Minimum Term, we may notify you of a change to these Conditions, by giving you at least 30 days’ notice in accordance with 19.2. If you do not accept the changes to the Conditions, you may terminate the Agreement in accordance with clause 17. If you do not terminate the contract in accordance with clause 17 or if you continue to use the Service, then you are deemed to accept the changes to the Conditions. Where there is any conflict regarding your Service Commencement Date, then unless otherwise agreed, you agree the actual Service Commencement Date will be the date the Service(s) go-live.

1.7 Broadband service:
1.7.1 If we consider that your bandwidth usage profile is abnormal or out of the ordinary (including without limitation extremely high levels of bandwidth use in a given period), we have the right to take such action as we deem appropriate which may include, without limitation, restricting or suspending your use of the broadband service, or increasing the charges you pay for the broadband service as set out in your Service Agreement or as otherwise notified to you.
1.7.2 We will make reasonable endeavours to inform you in advance if we impose any restrictions on your use of the broadband service.
1.7.3 Your use of the broadband service is entirely at your own risk. We will not be liable for any loss or damage arising from any virus, Trojan horse, spam or other malicious content that you may receive while using the broadband service notwithstanding that there may be a firewall contained in equipment supplied in connection with the broadband service.
1.7.4 To ensure the quality of our broadband service we have a traffic prioritisation process to prioritise business critical applications in the event of exceptional demand, and normally only during business hours 08.00 to 18.00 Monday to Friday. However, it is unlikely that this will impact the quality of your broadband service.

1.8 Outbound service:
1.8.1 All calls are to be routed over our chosen network. Should any calls be routed over any other network with or without your knowledge, other than during a service failure or network outage that we have notified you of or for any other reason we may agree with you, then we reserve the right to bill you at your Tariff as set out in your Service Agreement.
1.8.2 Where you use a call forwarding feature on any of our Services, you agree and accept that such forwarded calls will be chargeable at the rate applicable on your Tariff at the time.

1.9 Inbound service:
1.9.1 We reserve the right to apply a monthly charge for each inbound number which does not carry any traffic for any period of 3 consecutive months. Where this charge has been applied and a number subsequently carries traffic in any month then this charge will not apply to the months where there is traffic.
1.9.2 We reserve the right to apply a nominal monthly charge for each inbound number where the only Service you take from us is the Inbound Service.
1.9.3 If an inbound number is withdrawn by Ofcom or PhonepayPlus or any of our suppliers for reasons beyond our control we reserve the right to recover the number(s) from you immediately. We will use our reasonable endeavours to supply you with another number which is acceptable to you.
1.9.4 Where you take an international number as part of the Inbound Service, in addition to the above, the following shall apply:
(a) we cannot guarantee call quality and shall not be liable for service incompatibility. It is recommended that you perform full compatibility tests prior to publishing any international number(s) provided by us;
(b) we cannot guarantee support for calls from mobile numbers unless otherwise specified and in these cases there will be an additional charge;
(c) you accept that restrictions to the service may apply in certain countries;
(d) we are reliant on third parties for delivery of your billable call records so there may be a delay in us billing you for your international inbound calls and, as such, there will be no time limit on us billing you for these calls. In some cases calls will be logged in two parts and we may bill these parts in different months.

1.9.5 All Services may be subject to Acceptable Use Policies and Fair Use Policies which is available on request. Where any fair usage is exceeded, additional charges will apply as set out in the Service Agreement. Service level agreements and service credit information in respect of our Services are also found here, although we may vary these for you in which case these will be confirmed in writing.

1.9.6 You agree and acknowledge that your use of a Service must comply with all relevant legislation, regulations, guidelines and codes of practice and that we will not be liable where your use of this Service fails to comply. Should we reasonably suspect that your use of a Service is in breach of any applicable legislation, regulation, guidelines or codes of practice or any other reasonably suspected abuse or bad practice then we reserve the right to suspend or terminate such Service with immediate effect.

1.9.7 You agree that some Service variant may be subject to availability and where an ordered Service is not available for any reason we reserve the right to provide an alternative Service variant for which you may incur different charges as agreed with at the time of order. Where a Service variant is not available we will make reasonable endeavours to advise you of this before progressing with your order.

1.9.8 If you have an IPT Service and it is to be used principally in a fixed location, you must register that address with us prior to activation. Furthermore, if you have a reasonable expectation that the IPT Service is to be used in multiple locations, we recommend that you update the location information associated with it whenever accessing the IPT Service from a new location. You can update this information either using the portal or by notifying us of any change in address. For the avoidance of doubt, it is your responsibility to maintain an accurate record of this address information so that we can supply the information to the Emergency Organisation(s). We are not liable for any consequences of your failure to do this.

1.10 Fibre to the Premises (FTTP) activations
1.10.1 In relation to FTTP activations:
(a) If, following your request, we move you from your existing broadband to FTTP, we will provide you with a provisional timeline regarding the move. Please note, we are reliant on third parties to allow us to install FTTP (including OpenReach to carry out surveys) and therefore this timeline this will be an estimate only and will not be binding on us.
(b) We recommend that your new FTTP is fully functional prior to you cancelling, and us removing, your existing line and broadband. As such, during this time, you will be liable to pay the charges for you existing line and broadband as well as the charges for the new FTTP activation.
(c) The new FTTP contract term shall begin upon the live date of the service. as set out in the Service Agreement.

2. Phone Numbers

2.1 You accept that you do not own the number(s) provided to you and that this agreement is personal to you. Therefore, you have no right to sell or to agree to transfer the number(s) provided to you for use with the Services and you must not do so or try to do so.
2.2 You also accept that we have the right to reallocate to a third party any numbers that are provided to you for use with the Services but that you do not use for a period of six (6) months. However, if you continue to pay any recurring rental charges for those numbers, we shall not exercise this right.
2.3 You do have the right to request to migrate numbers to another provider subject to your remaining contractual obligations contained within this Agreement.
2.4 For the avoidance of doubt, you shall not be permitted to place diverts onto third party systems unless an authorised individual from within your organisation (and not a third party supplier) requests a number port.

Please now include the below information –

3. Directory Listings and Associated Charges

3.1 Customer Responsibility- It is your sole responsibility to verify whether any telephone number(s) being ported to or newly provided by Simplicity Group have existing directory listings, including but not limited to the BT Phone Book.
3.2 Cancellation of Existing Directory Listings- Simplicity Group does not have control over third-party directory listings. You are responsible for cancelling any existing directory listing services associated with your telephone number(s) before porting or initiating new services with us.
3.3 Charges for Directory Listings- Simplicity Group may incur charges from third-party providers, such as BT Wholesale, for directory listings. Any such charges incurred on your behalf will be passed directly to you. By proceeding with a number port or new service, you acknowledge and accept that any applicable directory listing charges are your responsibility.
3.4 Directory Listings Liability- Simplicity Group shall not be liable for any errors, omissions, or delays related to third-party directory listings, including but not limited to listings in the BT Phone Book. You agree to indemnify and hold Simplicity Group harmless against any claims, losses, or damages arising from your failure to manage directory listings, including the cancellation of existing services.

4. Service Disruption

4.1 We may have to do some things that could affect the Services. Some of these things are listed in paragraph 4.2. If we have to interrupt the Services we will restore them as quickly as we reasonably can.
4.2 Occasionally we may have to:
4.2.1 change the code or phone number or the technical specification of the Services for operational reasons;
4.2.2 interrupt the Services for operational reasons or because of an emergency;
4.2.3 give you instructions that we believe are necessary for health or safety or to maintain the quality of the Services that we supply to you or to our other customers.
4.3 Should the change we make have a material adverse effect on you or the Services we provide then you have the right to terminate the Agreement under the terms of paragraph 19.3.
4.4 We cannot guarantee and do not warrant that the Services will be free of interruptions or will be fault-free and we will not be liable for any loss or damages should the Services be interrupted from time to time. You accept that there may also be degradations of the quality of the Service from time to time due to matters beyond our control (see paragraph 14 below), and that we will not be liable for any loss or damages should the quality of the Service we provide be affected by such matters.

5. All Services:

5.1 Services with Call Recording:
Where you take a service which includes call recording of inbound and/or outbound calls you confirm that you have read our Call Recording Legal Requirements Guidance document (which is available on request) and acknowledge that the guidance should not be relied upon in isolation and hereby accept that it is your responsibility to obtain legal advice to ensure you are fully compliant before recording any calls. You further confirm that you will comply with all legal requirements when using any call recording product, including all data protection laws, and agree that we shall have no liability for any costs or claims which may be incurred as a result of any failure by you to comply with any legal requirements whether or not you were aware of the requirement.
5.2 Services with Music On Hold:
Where you take a service which permits you to upload music files for a music on hold feature, you agree to obtain any necessary licences and consents (and be responsible for payment of same) as may be required and agree to indemnify us from any direct or indirect claims, loss or expense (howsoever suffered or incurred) where you fail to do so.
5.3 SIP trunk and Horizon Services:
Where you utilise software licensed by a third party you accept and shall strictly comply with such third parties end user licence agreement a copy of which we will either send to you, be made available to you by the third party directly or which must be accepted by you before using the software. You will allow installs of new versions of such software and ensure your network and systems comply with the relevant specifications in any third party design documentation which we will provide to you from time to time.

6. EQUIPMENT

6.1 The quantity, quality and description of and any specification for the Sale Equipment shall be those set out in the Service Agreement or product service descriptions as may be amended from time to time.

6.2 We shall deliver the Sale Equipment to your address as specified in the Service Agreement, and time shall not be of the essence for delivery.

6.3 Risk in the Sale Equipment will pass to you on delivery of the Sale Equipment. Therefore, it is your responsibility to look after the Sale Equipment and you will have to pay if you wish to replace or repair the Sale Equipment or if it is lost, stolen.

6.4 To the extent possible, we shall use reasonable endeavours to pass on to you the benefit of any manufacturers’ warranties in relation to equipment supplied by us in connection with the Services.

6.5 You will not own the Sale Equipment until you have paid us in full for the Sale Equipment and we reserve the right to require you to return to us, or for us to collect (at your cost), the Sale Equipment if you do not pay us in full for the Sale Equipment by the due date for payment (in accordance with paragraph 10 below). Subject to the foregoing, you will be entitled to continue to use the Sale Equipment after expiry or termination of this Agreement.

6.6 You will be responsible for installing the Sale Equipment. We will not be liable for any loss, costs, damages or faults caused by, or repairs required as a result of, installation or misuse of, or damage to, any Sale Equipment. You agree to indemnify us for all claims, losses, damages and expenses that are brought against us, incurred by us, or arising as a result of the same.

7. Rental Equipment

7.1 We will at all times own all Rental Equipment supplied to you. The Rental Equipment includes, but is not limited to, the Cisco equipment. Details of any other Rental Equipment may be set out in your Service Agreement.

7.2 You will not let, sell, charge, assign, sub-license or allow a third party to use the Rental Equipment nor remove any labels, and shall not prejudice our rights in the Rental Equipment in any way. We may replace the Rental Equipment from time to time either with your prior consent or provided that the replacement Rental Equipment is of a specification that is at least equal to the Rental Equipment originally supplied and such change does not materially disrupt the provision of the Services.

7.3 Subject to the other terms of this paragraph 7, we (or our authorised representative) shall, during our usual working hours:
7.3.1 where necessary install the Rental Equipment at your premises at a time and date agreed with you; and
7.3.2 use our reasonable endeavours to repair any faults to the Rental Equipment in accordance with our standard procedures (which are available on request).

7.4 It is your responsibility to look after the Rental Equipment that is in your possession or custody and you agree to pay for the Rental Equipment to be replaced or repaired if it is lost, stolen or damaged.

7.5 You will notify us promptly of any faults which occur, any repairs which become necessary, and of any loss, theft or damage to the Rental Equipment.

7.6 You agree that you will only use the Rental Equipment in conjunction with the relevant Services and shall comply with our reasonable instructions in relation to its use.

7.7 You shall be responsible for maintaining adequate cover in place to insure the Rental Equipment while it remains in your possession and custody. You will also be responsible for obtaining and, where appropriate, paying for all necessary licences, consents and approvals required for the installation and use of the Rental Equipment.

7.8 You will not (and you will ensure that no-one else will) repair, alter, modify or maintain, or make any additions or attachments to, or otherwise alter, the Rental Equipment without our prior written consent. We will not be liable for any costs or charges incurred, faults caused by, or repairs required as a result of, installation or programming of Rental Equipment that is carried out by any other person (other than our employees or agents). You agree to indemnify us for all losses, damages, costs and expenses that are brought against or incurred by us, arising as a result of the same.

7.9 On expiry or termination of the Agreement or the relevant Service, all Rental Equipment must be returned to us at your own cost in reasonable condition, subject to reasonable wear and tear. If you fail to return or make available for collection the Rental Equipment in a reasonable condition or at all we may, at our option, invoice you for a sum equal to the original cost of the Rental Equipment less any depreciation together with any costs reasonably incurred by us.

7.10 In the event that you return Rental Equipment to us and it is not received by us, in the absence of reasonable evidence that the Rental Equipment has been delivered to us you accept that you shall remain liable for the Rental Equipment.

YOUR INFORMATION

8. Call monitoring

We may occasionally monitor and record calls made to or by us relating to customer services and telemarketing calls, for the purpose of training and improving customer care services, including complaint handling. We and/or our suppliers may also record Emergency Calls.

9. Data protection and use of your information

9.1 Each party shall comply at all times with its respective obligations under the provisions of the Applicable Data Protection Legislation and shall not perform its obligations under this Agreement in such a way as to cause the other to breach any of its applicable obligations under Applicable Data Protection Legislation.

9.2 In the event we provide a service listed in www.simplicity.group/privacy (“Product Related Privacy Notice”) then we process Personal Data on your behalf as described in the Product Related Privacy Notice and for such purposes we are the Data Processor and you are the Data Controller. In connection with such processing we shall:
9.2.1 process the Personal Data only on documented instructions from you and in accordance with this Agreement;
9.2.2 ensure that persons authorised to process the Personal Data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality and take steps to ensure that such persons only act on our instructions in relation to the processing;
9.2.3 implement appropriate technical and organisational measures to protect the Personal Data against unauthorised or unlawful processing and against accidental loss, destruction, damage, alteration or disclosure. These measures shall be appropriate to the harm and risk which might result from any unauthorised or unlawful processing, accidental loss, destruction or damage to the Personal Data and having regard to the nature of the Personal Data which is to be protected (and you shall notify us immediately if the nature of such Personal Data changes in a material way);
9.2.4 remain entitled to appoint third party sub-processors. Where we appoint a third party sub-processor, we shall, with respect to data protection obligations: (a) ensure that the third party is subject to, and contractually bound by, at least the same obligations as we are; and (b) remain fully liable (subject to the liability cap set out in clause 13 of this Agreement) to you for all acts and omissions of the third party;
9.2.5 in addition to the sub-processors engaged pursuant to paragraph 9.2.4 above, be entitled to engage additional or replacement sub-processors, subject to (a) the provisions of paragraph 9.2.4 above being applied, and (b) we notifying you of the additional or replacement sub-processor, and where you object to the additional or replacement sub-processor, the parties shall discuss the objection in good faith;
9.2.6 not transfer Personal Data outside of the UK except where such transfer is made in such a way as to ensure that the level of protection offered to natural persons by the Applicable Data Protection Legislation is not undermined;
9.2.7 assist you to respond to requests from Data Subjects who are exercising their rights under the Applicable Data Protection Legislation;
9.2.8 notify you without undue delay after becoming aware that we have suffered a Personal Data breach and shall not inform any third party of the Personal Data breach without first obtaining your prior written consent, except when law or regulation requires it;
9.2.9 on your reasonable request, assist you to comply with your obligations pursuant to Articles 32-36 of the GDPR (or such corresponding provisions of the Applicable Data Protection Legislation), comprising (if applicable): (a) notifying a supervisory authority that we have suffered a Personal Data breach; (b) communicating a Personal Data breach to an affected individual; (c) carrying out an impact assessment; and (d) where required under an impact assessment, engaging in prior consultation with a supervisory authority;
9.2.10 unless applicable law requires otherwise, upon termination of the Agreement, at your option, comply or procure compliance with the following (i) delete all personal data provided by you to us and/or (ii) return to you all Personal Data provided by you to us; and
9.2.11 not more than once in any 12 month period and on reasonable notice, of at least twenty (20) business days, permit you (subject to reasonable and appropriate confidentiality undertakings), to inspect and audit our data processing activities to enable you to verify and/or procure that we are complying with our obligations under this paragraph 9.2.

9.3 Each party may collect, store and process contact Personal Data (such as name, work email address, telephone/mobile work number, and work address) of the other party and/or its employees for the purposes of the performance of this Agreement, and such collection and/or processing shall be carried out in accordance with such party’s privacy policy.

YOUR OBLIGATIONS

10. Paying our charges for the Services

10.1 Charges
You must pay the charges for the Services according to the applicable Tariff(s). This applies whether you or someone else use the Services and whether the Services are used with your full knowledge and consent or otherwise. (This means by way of example, but not by way of limitation, that you are liable to pay for all calls made as a result of “rogue diallers”, unbarred premium rate numbers and calls made by any third party gaining unauthorised access to your telephony systems). We may vary the charges set out in the Tariff as explained in paragraph 19.2.

10.2 Installation and Connection charges
The Service Agreement and Tariff(s) set out whether installation costs are payable for the Services we have agreed to supply to you. However, we may be unable (due to third party constraints) to tell you when you place, or we confirm, your order for the Services how much these installation costs will be. If this is the case, we will give you an estimate of how much the installation costs will be prior to commencement of the installation work, but there may be supplementary excess construction charges. You agree to pay all installation costs actually incurred. In the event of an installation being cancelled before being completed you agree to pay all of the installation costs actually incurred to the point of cancellation which will be notified to you at the time.

10.3 Equipment
We shall notify you in advance of delivery of the Services, the system requirements that are needed in order for the Services to function fully. We shall not be liable if the Services do not fully function as a result of your systems failing to meet the requirements as notified by us to you. In the event that you fail to update your systems to meet the system requirements, we shall endeavour to find a solution, however, we shall not be liable to the extend a solution cannot be found or for any costs that you may incur in replacing your systems.
You must pay the charges for any Sale Equipment that we supply to you. We will invoice you for the Sale Equipment in the next invoice that we send to you (in accordance with paragraph 10.4) following the date on which we dispatch the Sale Equipment to you. You shall also pay the rental charges for any Rental Equipment that we supply to you, and we shall invoice you for this on a monthly basis in accordance with paragraph 10.4.

10.4 Invoices
We will send you your first invoice at the beginning of the month after the Services commence and thereafter on a monthly basis, but we shall be entitled to send you an invoice at a different time, which you shall pay in each case in accordance with paragraph 10.7. We will send all invoices and other correspondence to the address set out in the Service Agreement or otherwise the address you ask us to. We will show on the invoice which charges are payable in advance or in arrears, as referred to in paragraph 10.5. We will include all charges on the next invoice where possible, and in any event as soon as we can. Invoices shall be deemed to have been accepted by you if you do not present a written objection, identifying clearly the disputed invoice and the reasons why it is challenged, to us within six (6) months of the date of the invoice. If such objection is made we shall both make all reasonable efforts to resolve such dispute promptly. Provided you comply with these requirements in presenting your objection, if we fail to respond to that objection within thirty (30) days after its receipt by us, the objection will be deemed to have been accepted by us. We will accordingly amend the relevant invoice either with an appropriate credit to you or you shall be liable to pay the balance (if any) of the amended invoice within seven (7) days of its receipt by you.

10.5 Rental and Call charges
You will incur charges from the time any part of a Service is used or received except in the case of Services subject to a periodic rental, in which case you will incur charges from the date the Service is made available for use. We will usually ask you to pay the rental in advance and your first invoice will include both one month’s rental in advance and a charge for a part month’s rental from the Service Commencement Date up to the beginning of the first complete month, where appropriate, and then monthly in advance thereafter. Call and other charges will be invoiced in arrears. We will calculate the charges for Calls using the details recorded by our network.

10.6 Payments in advance and deposits

10.6.1 We may ask you for a payment in advance before payment would normally be due, which you shall pay in accordance with paragraph 10.7. This advance payment will not be more than our best estimate of your following month’s invoice. Should your advance payment exceed your actual invoice then any surplus will be credited to your account to be offset against subsequent invoices, should there be no further invoices and your account is not in debit then we will refund to you any surplus after deducting any cancellation or termination charges as set out in this Agreement and the Service Agreement.
10.6.2 We may ask for a deposit at any time, as security for payment of your invoices if it is reasonable for us to do so, which you shall pay in accordance with paragraph 10.7. Our procedures for deposits will be explained to you at the relevant time.

10.7 Terms of payment
Our standard credit terms are payment within fourteen (14) days of date of invoice by direct debit and these are the credit terms which will apply to this Agreement unless we have agreed otherwise in writing. You must pay all charges and rental within the credit terms which we have agreed and any advance payments and deposits when we ask for them. We reserve the right to apply a nominal monthly charge for non direct debit payment methods. Where payment is arranged through a finance provider payment shall be in accordance with the terms of the finance agreement. Unless otherwise stated all charges exclude VAT which is chargeable at the applicable rate. If you pay us from a non UK bank account which means we incur costs for receiving international payments, then we shall pass these costs on to you.

10.8 Tariff

10.8.1 You hereby acknowledge and agree that we have agreed to supply the Services to you at the agreed Tariff and charges on the basis that you have committed to the Minimum Spend and Minimum Term commitments.
10.8.2 Our call rates for outbound calls to UK non-geographic numbers are charged according to the banding used by BT. You hereby acknowledge and agree that there may be occasions where a call type moves from one band to another band or BT change their charging structure and subsequently the charges for some of these call types may change, we will apply this change from the 1st of the month following the change and you acknowledge that we may not always be able to give you notice of such changes.
10.8.3 Where you take any bundled service you agree to pay for all chargeable items which are excluded from or exceed the allowance of the bundle.
10.8.4 Unless otherwise agreed with you in writing all call costs in our Tariff are displayed in pence per minute. All billing is per second, call durations are measured up to the whole second and the call charges rounded up to a penny.
10.8.5 Inbound bundles include calls which terminate to UK landline numbers only, unless specified otherwise in writing. Should you terminate your calls to a mobile, a non-geographic or an international number then standard call charges will apply and are available on request.
10.8.6 You accept there may be charges for elements of a Service (such as additional features, regrades, moves or ceases) that you may incur which may not be detailed in your Service Agreement but you accept responsibility for these charges should they occur.

10.9 Finance and Credit

10.9.1 You hereby consent to and shall procure that your owners, directors, officers and assigns consent to, us carrying out searches with credit reference agencies relating to the credit worthiness of your company and/or your owners, directors, officers and assigns and you undertake to supply or procure the supply of all information requested for a credit search with a credit reference agency, who will add to your records and/or those records of your directors, officers and assigns details of the searches and these will be seen by other organisations that make searches.
10.9.2 It is agreed that where we approach a finance provider to arrange finance for the purchase of Equipment then we are acting as an agent for you and not for the finance provider.
10.9.3 In the event that we are unable to obtain finance on the terms originally proposed or on other terms acceptable to you then we shall return any deposit received from you without further liability to you. Where third party indemnities are required by the finance provider failure to provide such indemnities shall constitute a breach of these Conditions and shall entitle us to retain any deposit paid by you.
10.9.4 After delivery and installation (where applicable) is completed any failure by you to complete the finance agreement documentation and/or commence payment in accordance with the terms of the finance agreement shall render you liable to pay to us the full value of the order (plus VAT) within seven (7) days of presentation of an invoice.

10.10 Inbound Rebates
We reserve the right to offset any inbound rebates which may be due to you against any amounts you may owe to us. We reserve the right not to pay any inbound rebates until such rebates total a cumulative minimum of £5 in any month.

10.11 Offsetting
Where we owe you any monies, you agree that we may offset this against any monies you may owe us before we make any payment to you.

10.12 Online Orders and Payments
Where you place an order and make a payment online for that order and we accept your order, we will confirm your order and receipt of payment by email at which point your contract will be binding. You may also get a payment confirmation from the third party payment processing company. Where we do not accept your order we reserve the right to return a payment to you. You should contact us immediately if you have any concerns regarding the order or payment. Where you fail to advise us of any issues regarding your online payment we are not liable for any consequences of any such payment but will make reasonable endeavours to rectify any of your concerns.

10.13 Trial Periods
Where you take a product or service on a trial basis for a full, reduced or zero charge for a fixed period, unless otherwise advised to you in writing, you need to give us notice in writing if you wish to cancel the Service at the end of the trial. If you fail to give us notice then we will automatically invoice you for the product or service at the end of the trial for the remainder of the agreed contract term (or where there is no agreed term, for a minimum of twelve months). For the avoidance of doubt, unless otherwise agreed in writing you will be liable for all usage charges during the trial period. Should you wish to cancel after the trial then you agree to return, at your own cost, any equipment to us in full working order.

10.14 Other Charges
We reserve the right to make a nominal monthly charge for paper itemised billing; our basic online billing is provided as standard to all customers free of charge. We also reserve the right to apply a £20 per month minimum charge if your monthly invoice would be less than £20.

10.15 Credit Limit
We may apply a credit limit to your account and if you exceed this credit limit we reserve the right to suspend Services until you have paid a deposit (as notified to you).

10.16 Unusual Call Profile
If in our reasonable opinion your call profile is indicative of fraudulent activity we reserve the right to suspend Service immediately without notice.

11. Your other responsibilities

11.1 You agree to comply with our reasonable instructions relating to the Services and any equipment we supply to you in connection with the Services.

11.2 Entry to your premises
11.2.1 If our engineers or sub-contractors have to enter your premises you agree to let them do so within normal working hours (Monday to Friday, 9am to 5pm) or such other times as agreed with you in advance. We will meet your reasonable requirements regarding the safety of people on your premises and you must do the same for us.
11.2.2 If we need someone else’s permission to cross, or put our equipment in, or make an installation on their premises, you must get that permission for us and make any necessary arrangements. We will not be liable for any loss or damage where this permission is not obtained by you and you agree to pay any costs actually incurred.
11.2.3 When our work is completed, you will be responsible for putting items back and for any necessary re-decorating.

11.3 Misuse of the Services
11.3.1 Nobody must use the Services:
(a) to make abusive, defamatory, obscene, offensive, indecent, menacing, disruptive, nuisance or hoax Calls, emails or other communications or Calls, emails or other communications in breach of privacy or any other rights;
(b) to send, knowingly receive, upload, display, download, use or re-use material which is abusive, defamatory, obscene, offensive, indecent or menacing or in breach of copyright, privacy or any other rights;
(c) to send and receive data in such a way or in such amount so as to adversely affect the network (or any part of it) which underpins any Service or to adversely affect our other customers or customers of our suppliers;
(d) for the carrying out of fraud, an unlawful activity or a criminal offence or in a way which does not comply with the terms of any legislation;
(e) in a way that does not comply with any instructions given by us to you under paragraph 11.1;
(f) to obtain access, through whatever means, to restricted areas of the underlying network; or
(g) in a way which (in our reasonable opinion) brings our name into disrepute, or which places us in breach of our legal or regulatory obligations,
and, for each of the above, you must make sure that this does not happen. The action we can take if this happens is explained in paragraph 15. If a claim is made against us because the Services are misused in these ways, you must indemnify us in respect of any sums we are obliged to pay and/or costs we incur.

11.4 Indemnity
11.4.1 If you use the Services for business purposes, you must indemnify us against any claims that anyone (other than you) threatens or makes against us because the Services are faulty or cannot be used by them.
11.4.2 Where you take any product or service via Simplicity Group for which you are billed by us but where you are directly contracted to third party for that product or service, including but not limited to maintenance and insurance, you agree to indemnify us from any direct or indirect claims in relation to this product or service. You also agree not to make any deduction from any monies owed to us as a result of any dispute you may have with any such third party.

11.5 Line rentals
11.5.1 When we provide your Line rentals, we will route your Calls through our network. No other service provider may route these Calls or attempt to, and if they do we reserve the right to bar these calls.
11.5.2 Where your lines are transferred to us on a like for like basis, you agree to pay for any additional services which may exist on your lines that you may not have made us aware of at the time of ordering regardless of when these services are billed to us by the underlying supplier (including but not limited to telephone book entries that may be billed to us annually by BT).

11.6 Call charges
We will bill you for all Calls that are routed over our chosen network provider. Any Calls that are routed by other means for any reason beyond our control and for which you are invoiced by another provider will remain your responsibility. It is your responsibility to advise us if you receive invoices from other providers for services you believe to be with us and you should advise us as soon as you receive these invoices. We shall not be liable for any loss or damages as a result of you being invoiced by other providers (including but not limited to any perceived loss of savings).

11.7 Existing Contractual Obligations
It is your responsibility to ensure that signing a contract with us does not breach any existing contractual obligations you may have with any other suppliers and you should give any other suppliers notice as may be required by them. We are not responsible or liable for any costs, financial losses or disputes that may arise from any such breach of contract or your failure to give the correct notice. We recommend that you review these commitments before transferring any Services to us so that you understand the impact such transfer may have prior to transferring any such services.

11.8 Resilience
It is your responsibility to ensure you have adequate resilience in place to protect against any loss of data, service or connectivity; this includes a separate power supply for IPT phones. In accordance with paragraph 13.2, we will not be liable for any loss or damage (financial or otherwise) where you fail to do so.

11.9 Emergency Calls
IP Phones need an additional power supply to operate. In the event of a power failure it is your responsibility to ensure you have the means to make Emergency Calls. In accordance with paragraph 13.2, we will not be liable for any loss or damage (financial or otherwise) where you fail to do so.

11.10 User Names, Passwords and Pin Codes
It is your responsibility to keep private any user names, passwords or pin codes that we may provide you with to use any of our Services. You are liable for all charges associated with the use of such user names, passwords and pin codes to access our Services unless you advise us that the security of any of the user names, passwords or pin codes may have been compromised and we confirm back to you that we have disabled the access. Should you fail to notify us of any such compromise in security then you will remain liable for all charges incurred in accessing the Services. Where we disable any access following a compromise in security, we shall provide you with new user names, passwords or pin codes as appropriate which are subject to the terms of this paragraph.

11.11 Your Details
It is your responsibility to inform us of any changes to any of your personal details including but not limited to contact names, telephone numbers, email addresses, site addresses or billing addresses. We shall not be liable for any consequence of us having any incorrect details unless due to our negligence.

11.12 Outbound Calling Number Presentation
Where you are able to nominate a telephone number as your outbound calling presentation number you agree to comply with all applicable laws and regulations that may be relevant at the time. Where our Service offers number presentation options, we cannot guarantee consistent presentation of the intended number for calls made to mobile or international carriers as successful presentation of the number is entirely dependent on the carriers use of these numbers. We shall have no liability to you should your nominated number fail to present at any time.

REPAIRING FAULTS
12. Repairing faults

12.1 We will investigate any fault that is reported to us according to our standard procedures for the Service in question (which are available on request). We will use reasonable endeavours to repair any fault that is reported to us and which is directly caused by us or our employees or agents according to our standard procedures for the Service in question.

12.2 When we agree to work on a fault outside the hours covered by our standard procedures, you will be liable to pay us an extra charge at the applicable rate set out in our Tariffs in force at the time.

12.3 If you tell us there is a fault in a Service and we find either that there is not or that you, someone at your premises or a third party (including, without limitation, another network operator or communications supplier) has caused the fault or the interruption in service, we may charge you for any work we have done to try to find the fault or to repair it. We are not liable for any loss or damages arising from a fault or interruption in service caused by someone other than us, and we are not responsible for fixing any faults not caused by us.

12.4 During any fault investigations, we may require you to carry out tests and we will require you to feedback any results of these tests to allow us to follow our standard procedures and conclude our investigations.

12.5 Where Call routing utilises IP, you acknowledge that call quality and availability can be subject to factors outside of our control e.g. bandwidth contention or quality of service (QoS). We shall not be liable to you in respect to any quality or availability issues with such a Service.

12.6 Where a fault reported is deemed to be caused by a router provided by Simplicity Group, we will replace this as long as the current router is within its warranty period. We will ship a new router to you as soon as possible, pre- configured with the username and password and any IP address requested on the original order. At this point a charge for the new router will be raised and only credited back on receipt of the original faulty router. If the router is outside of the 12-month warranty period, the new router is chargeable and will show on the next invoice.

12.7 Where a fault is reported and is deemed to be caused by something you have done or failed to do, we shall endeavour to repair the fault and you will be liable for our costs incurred in repairing the fault, such costs to be charged at our Tariffs in force from time to time.

LIMITATION OF LIABILITY
13. Liability

13.1 We accept liability for personal injury or death as a result of our negligence. We also accept liability for fraud or fraudulent misrepresentation. We do not limit that liability, and, for the avoidance of doubt, paragraphs 13.2 and 13.3 do not apply to that liability.
13.2 We have no liability (howsoever caused including (without limitation) by negligence) for any loss of business, profits, revenue or savings you expected to make, wasted expense, financial loss, data being lost or damaged, lack of availability of IT and/or communications systems not provided by us, damage to reputation or for any liability for any loss that is not reasonably foreseeable or for any indirect or consequential loss.
13.3 Any liability we have of any sort (including any liability because of our negligence) is limited to £100,000 for any one event or any series of related events, and in any twelve (12) month period to £500,000 in aggregate.
13.4 Except as expressly set out in this Agreement, all conditions, warranties, terms, undertakings and obligations implied by statute, common law, custom, trade usage or otherwise are hereby excluded to the maximum extent permitted by law.
13.5 Each part of this Agreement that excludes or limits our liability operates separately. If any part is disallowed or is not effective, the other parts will continue to apply.
13.6 We are not responsible for any pricing, typographical, or other errors and reserve the right to reject any orders where such an error may have occurred.
13.7 The provisions of this paragraph 13 shall continue to apply notwithstanding termination of this Agreement.

14. Matters beyond our reasonable control

If we cannot fulfil, or are delayed in fulfilling, or are interrupted in continuing to fulfil, our obligations under this Agreement because of something beyond our reasonable control such as, without limitation, lightning, flood, or exceptionally severe weather, fire or explosion, civil disorder, war, or military operations, national or local emergency, anything done by government or other competent authority, acts or omissions of other communications suppliers or network operators, or industrial disputes of any kind, (including those involving our employees or suppliers), we will not be liable for this.

CHANGING AND TERMINATING THE AGREEMENT

15. Breach of the Agreement

15.1 We may suspend any or all of the Services or terminate the Agreement immediately at any time by notifying you in writing if:
(a) you commit a material breach of this Agreement or any other agreement you have with us and fail to remedy the breach within a reasonable time of being asked to do so;
(b) we believe that the Service(s) are being used in a way forbidden by paragraph 11.3. This applies even if you do not know that the Service(s) are being used in such a way;
(c) bankruptcy or insolvency proceedings are brought against you, or if you do not make any payment under a judgment of a court on time, or (if you are a business) you make an arrangement with your creditors, or a receiver or administrator is appointed over any of your assets, or you go into liquidation.

15.2 If you fail to pay any charges due to us by the due date we may (without losing or reducing any other right or remedy) suspend any Service (in whole or in part) or terminate the Agreement without notice if;
(a) you fail to make any payment requested within seven (7) days of the date of a letter, e-mail or other appropriate correspondence requesting such payment;
(b) two (2) consecutive direct debit requests are rejected; and/or
(c) you fail to make any payment on the due date where there have been two (2) preceding failures which were remedied within the seven (7) day period.

15.3 We reserve the right to charge interest at the rate of five percent (5%) above the bank of England base rate per annum on any charges not paid by the due date for payment until the date when they are received by us.

15.4 If we suspend any Services, we will not provide them again until you rectify the situation that caused us to suspend the Services or you have satisfied us that you will do so

15.5 Notwithstanding clause 15.4, if we suspend any Services because you breach this Agreement, the Agreement will still continue and you must still pay us any rental charges as and when they arise unless and until the Agreement is terminated.

15.6 If this Agreement or any of the Services are terminated in accordance with this paragraph 15 during the Minimum Term or any agreed term applicable to each of the Services, we will levy a cancellation charge in relation to each relevant Service calculated in accordance with the following:-
15.6.1 Following a suspension of services, we will only re- activate your services after you have paid the re-activation charges as may be advised at the time.
15.6.2 Each Service for which a monthly rental charge is payable – number of months remaining of Minimum Term for that Service multiplied by the monthly rental; and/or
15.6.3 Call Spend – number of months remaining on Minimum Term multiplied by the monthly Minimum Spend (or the average of your last three months call spend where there is no Minimum Spend) and/or
15.6.4 Repayment of any subsidisied charges or any other contribution we may have made towards any other costs, as described in paragraph 18.2.
15.6.5 Repayment of any discount or other benefit you may have received which was based on a minimum contract term commitment,
15.6.6 A fixed administration charge of £200; and
15.6.7 Any applicable cease charges as may be detailed in the tariff.

16. Cancelling the Services before they are provided (domestic users only)

16.1 If you are a domestic user, you may cancel the Services or an individual Service without giving any reason at any time up to fourteen (14) calendar days after either the date on which you accepted these Conditions (and the Service Agreement and other documents comprising this Agreement) or, if earlier, the date on which we commenced our supply of the Services to you, provided that you notify us clearly in writing of such cancellation within such period and return any equipment that we may have sent to you, undamaged and in its original packaging by sending it special delivery to us at The Port House, Marina Keep, Port Solent, Portsmouth PO6 4TH. You will be deemed to have accepted these Conditions at the time you sign our Service Agreement. These Conditions are available for download from www.simplicity.group/legal. Please note that if you have commenced using any Service or equipment after receiving these Conditions, you will also be deemed to have accepted these Conditions. If you cancel the Services or an individual Service, we will reimburse to you all payments received from you, including the costs of delivery of any equipment (except for the supplementary costs arising if you choose a type of delivery other than the least expensive type of standard delivery offered by us), and we will make the reimbursement using the same means of payment as you used for the initial transaction but in any event you will not incur any fees as a result of the reimbursement. No cancellation charge or other charge will be payable for the Services although if you do not return any equipment that we may have sent to you, we shall be entitled to charge you or withhold reimbursement for the costs we incur in collecting it from you. This does not affect your statutory rights. For the avoidance of doubt, this cancellation right does not apply to business users.

17. Terminating the Agreement after the Services are provided

17.1 Termination at end of Contract Term Expiry
17.1.1 Either party may terminate this Agreement in respect of a Service by giving the other party not less than thirty (30) days’ notice in writing to take effect at the end of either the first or any subsequent Minimum Term for the relevant Service.
17.1.2 Where a Service has a notice period of greater than thirty (30) days as specified in a Service Agreement then this amount of notice must be provided on that Service.
17.1.3 If you terminate the contract in accordance with this clause 17.1, you will be required to pay:
17.1.4 all charges due or incurred during this notice period;
17.1.5 a fixed administration charge of £200; and
17.1.6 any third party or other fees associated with cancelling the services, which will be notified when you terminate the Agreement.

17.2 Termination before end of Contract Term Expiry
17.2.1 If you want to terminate this Agreement after the date on the signed Service Agreement in respect of a Service prior to the end of any Minimum Term for the relevant Service (other than because we have materially altered the conditions of this Agreement under paragraph 19.3) you must give us at least thirty (30) days notice in writing and we will levy a cancellation charge calculated in accordance with the following:-
a) Each Service for which a monthly rental charge is payable – number of months remaining of Minimum Term for that Service multiplied by the monthly rental; and/or
b) Call Spend – number of months remaining on Minimum Term multiplied by the monthly Minimum Spend (or the average of your last three months call spend where there is no Minimum Spend); and/or
c) Pro-rata or full repayment of any subsidised installation or any other contribution to upfront or ongoing costs paid by us as described in paragraph 18.3 and in accordance with the terms of the subsidised installation, and/or
d) A fixed administration charge of £200; and
e) The appropriate notice period charge for each Service, and/or
f) Repayment of any discount or other benefit you may have received which was based on a minimum contract term commitment, and/or
g) Any applicable cease charges as may be detailed in the Tariff; and/or
h) Third party or other fees associated with cancelling the services, which will be notified when you terminate the Agreement
i) If you have paid any rental in respect of a Service for a period after this Agreement has ended in respect of that Service, we will either repay it or off set towards any money you owe us.

17.2.2 You must pay all charges for the Services until the date on which we stop providing the Services to you and any applicable notice period.

17.2.3 Should you fail to pay the early termination cancellation charges with 10 days (or 5 days for non direct debit payment) of the date of invoice we reserve the right to suspend your Services.

17.2.4 We also have the right to terminate this Agreement or any of the Services immediately on notice to you in accordance with paragraph 15 and in these circumstances the thirty (30) day notice period will not apply.

17.3 Additional Termination Provisions
17.3.1 The provisions of this paragraph 17.3 shall be without prejudice to the other provisions of this Agreement.
17.3.2 At the end of this Agreement, you shall be responsible for arranging for the Services to be provided by another supplier (“the New Supplier”).
17.3.3 In the event that we terminate this Agreement pursuant to the provisions of paragraphs 15.1 or 15.2, the provision of Services shall end with immediate effect upon the service of notice to you, in accordance with the provisions of those paragraphs.
17.3.4 If we terminate this Agreement pursuant to paragraph 17.1.1 or if you terminate this Agreement for any reason whatsoever, on receipt of your notice of termination we will apply Standard rates, applicable at the time, to all Services on your account to take effect following expiry of your notice period.
17.3.5 Once you have served your minimum notice requirement we may serve you a minimum of 48 hours notice to suspend your Services. Following suspension of your Services under this paragraph you may request that Services are reconnected and agree these will be subject to a reconnection charge and a new minimum contract period. We will notify you of this charge and contract period at the time.
17.3.6 Should you serve your required notice and fail to move your Services to a new supplier then you accept and agree that you will remain liable for all charges at our Standard rates at that time, until such time that the Services are transferred to a new supplier.

18. Minimum Term, Minimum Spend and Contract Renewal

18.1 The Minimum Term and Minimum Spend will be as specified on the Service Agreement or Tariff(s) for each Service, or as otherwise agreed with you in writing. In the event that the Minimum Term is not on the Service Agreement then the Minimum Term will be 12 months from your Service Commencement Date. In the event that the Minimum Spend is not on the Service Agreement then the Minimum Spend applicable will be the sum of any fixed rental charges plus the value of your call usage on your second bill from Simplicity. The Minimum Term for any new installation will be at least twelve (12) months or greater as may be specified in the Service Agreement.
18.2 If you fail to reach the annualised Minimum Spend commitment in respect of a Service over the initial Minimum Term and any renewal Minimum Term for such Service then we reserve the right to bill you the difference between the actual amount you spent and the amount you committed to spend pursuant to the Minimum Spend over the Minimum Term.
18.3 If this Agreement or any individual Services are terminated during the Minimum Term or any agreed term for the relevant Service(s) and you received free or subsidised installation or activation or any other contribution towards costs of any Services, Products, Equipment, Lines or third party termination charges as part of the Tariff or otherwise, then we reserve the right to impose a termination charge equal to the original cost divided by the number of the months in the relevant term, multiplied by the number of months remaining in the relevant term.
18.4 After the expiry of the initial and each subsequent Minimum Term, unless otherwise agreed with you in writing, your contract will automatically renew for a further period of 12 months. This automatic renewal reoccurs on each 12 month anniversary until the Agreement is terminated by either party by giving 30 days written notice to expire no earlier than the end of the then current Minimum Term in accordance with paragraph 17, subject to paragraph 15. Such automatic contract renewal will be on the same terms and, unless otherwise agreed in writing, the same Minimum Spend will apply. For the avoidance of doubt, you shall be responsible for cancelling any third party lease agreements (including in respect of Grenke) in accordance with their terms. If you fail to terminate such lease agreements, those lease agreements may roll over and continue for an additional term. We shall have no liability if you fail to terminate any such lease agreements.
18.5 Paragraph 18.4 shall not apply to you if your business meets criteria as defined by Ofcom which would classify you as a residential or small business Customer unless you have opted in to the automatic contract renewal at the point of placing your order by ticking the applicable box on the Service Agreement. For the avoidance of doubt, should you not tick this box and your company does not meet the Ofcom criteria which would classify your company as residential or small business then automatic contract renewal and paragraph 18.4 will apply.

19. Changing the Agreement

19.1 If you ask us to make any change to the Services or Rental Equipment we will ask you to confirm your request in writing. No action will be taken by us to carry out the change until we have received your written confirmation. If we agree to a change, this Agreement will be changed when we confirm the change to you in writing.

19.2 We may change the terms and conditions of the Agreement (or any document comprising part of the Agreement, including the Tariff for any Service) at any time on giving you no less than 30 days’ notice. We will notify you of any changes on your monthly invoice and will post any changes or new terms and conditions on our website (www.simplicity.group/legal). You agree that if you continue to use the Services following receipt of such notice you will be bound by the new/revised Conditions. We reserve the right to pass on any increase in our costs for the Services we provide to you at any time by no less than one (1) month’s notice, the only exception being that detailed in 10.8.2.

19.3 Material Adverse Effect
Other than in the case of passing on cost increases, if a change has a material adverse effect on you or the Services we provide then the termination charges detailed in paragraph 17.2 will not be payable by you if you wish to terminate the Agreement or any of the Services before the end of the Minimum Term applicable to each of the Services. Termination charges for any subsidised installation as described in paragraph 17.2.1(c), 17.2.1(e), 17.2.1(f) and 17.2.1(g) will remain in effect and will be payable by you.

20. Transferring the Agreement

You cannot, and cannot try to, assign or transfer (in whole or in part) this Agreement or the benefit of or the rights under this Agreement to anyone else. We may assign or transfer (in whole or in part) this Agreement to any Associated Company.

GENERAL CONDITIONS
21. Giving notice

21.1 Any notice given under this Agreement must be delivered by hand or sent by email or prepaid post as follows:
21.1.1 to us at the address or email address shown on the Service Agreement or on your last invoice, or at any other address or email address we give you;
21.1.2 to you at the address you have asked us to send invoices to or to the email address you have given us.

21.2 Any notices that we may send to you from time to time concerning your account, shall be sent to the main contact we have registered on your account. It is your responsibility to inform us of any changes to your nominated contact. We shall not be liable for any consequence of sending such notices to the incorrect contact unless due to our negligence.

22. Entire Agreement

The Agreement (including these Conditions, the documents referred to in them, the Service Agreement and any conditions relating to specific Services) constitutes the entire agreement between you and us for the Services and supersedes any and all other written, recorded and oral communications between you and us in connection with the Services. In no event shall the pre-printed terms and conditions found on any purchase order, acknowledgement, or other form provided by you be considered an amendment or modification of this Agreement, even if such documents are signed by representatives of both parties and such pre-printed terms and conditions shall be null and void and of no force and effect.

23. Severance

If any of these Conditions or any term or condition of this Agreement is deemed invalid, void, or for any reason unenforceable, that term or condition will be deemed severable and will not affect the validity and enforceability of any remaining term or condition.

24. Reliance

You acknowledge that you have not been induced to enter into this Agreement by, nor have you relied upon, any representation, promise, assurance, warranty or undertaking (whether written or oral) by or on behalf of us or any other person save for those set out in this Agreement, except in the case of fraud.

25. No waiver

If you breach these Conditions and we take no action, we will still be entitled to use our rights and remedies in any other situation where you breach these Conditions.

26. Survival

Any Conditions which are expressed to survive expiry or termination shall survive expiry or termination of the Agreement however caused.

27. Third Party Rights

A person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.

28. Governing Law and Jurisdiction

28.1 Subject to paragraph 28.2, this Agreement shall be governed by and construed in accordance with the laws of Northern Ireland and the parties irrevocably submit to the exclusive jurisdiction of the Northern Ireland courts.

28.2 We are a member of Ombudsman-Services who offer an independent dispute resolution service. You are entitled to refer any complaint to Ombudsman-Services should you deem that we have failed to address a complaint to your satisfaction.

29. Applicable Conditions

29.1 Where we publish separate conditions for specific Services, both conditions will apply but those conditions will take precedence over these Conditions in the event of inconsistencies between them.

29.2 This Agreement will continue in respect of each Service for the Minimum Term applicable to each Service and thereafter unless and until terminated in accordance with this Agreement.

29.3 These Conditions apply to the provision of all Services.

29.4 These Conditions in their entirety shall take precedence over any terms which may form your purchase order for any of the Services.

30. Publicity

If you are a business, we may use your business name and logo in our marketing material. If you do not agree you must notify us accordingly in writing.

31. Definitions

“Applicable Data Protection Legislation” means all applicable data protection and privacy legislation in force from time to time in the UK including the UK GDPR (which has the meaning given to it in section 3(10) (as supplemented by section 205(4)) of the DPA 2018); the Data Protection Act 2018 (DPA 2018) (and regulations made thereunder); the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended 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);
“Associated Company” means, as appropriate, the ultimate holding company of either party or any subsidiary thereof.
“BT” means British Telecommunications plc.
“Call” means a signal, message or communication which is silent, spoken or visual on each Line that we agree to provide to you under this Agreement.
“Conditions” means these Conditions for Communications Services and any other conditions specific to other Services (“Supplementary Conditions”).
“Contract Renewal” means an automatic renewal of your contract for a further 12 months after the initial Minimum Term and each subsequent 12 month renewal thereafter.
“Customer Support Plan” means the provisioning and fault management support processes and escalation paths as may be published and varied by us from time to time.
“Data Controller” shall have the meaning set out in the Applicable Data Protection Legislation.
“Data Processor” shall have the meaning set out in the Applicable Data Protection Legislation.
“Data Subject” shall have the meaning set out in the Applicable Data Protection Legislation.
“Emergency Calls” means calls made to 112, 999 or 18000 numbers.
“Emergency Organisation” means in respect of any locality:
(a) the relevant public police, fire, ambulance and coastguard services for that locality; and
(b) any other organisation, as directed from time to time by Ofcom
as providing a vital service relating to the safety of life in emergencies.
“GDPR” means the General Data Protection Regulation (EU) 2016/679.
“Line” means a connection to our network or that of our suppliers, whether direct or indirect.
“Minimum Spend” means in relation to each Service the monthly minimum spend commitment as outlined in the Service Agreement or the Tariff or otherwise in any agreed tariff plan referred to in the Service Agreement constituting the minimum amount you agree to pay to us each month (or other frequency as specified) for that Service regardless of your actual use of the Service.
“Minimum Term” means each initial and subsequent period of service for each Service as shown on the Service Agreement, the initial period to start on the date on which the relevant Service is first made available to you for use. For the avoidance of doubt, unless otherwise agreed or if not stated on the Service Agreement, the Minimum Term will be 12 months or such other period as may be notified to you in accordance with paragraph 19.2.
“processing” (and other parts of the verb ‘to process’) shall have the meaning set out in the Applicable Data Protection Legislation. “Rental Equipment” means the equipment identified on the Service Agreement or otherwise notified to you in writing that we will rent to you as part of our provision of the Services and which you will return to us after expiry or termination of the Agreement, subject to the provisions of this Agreement.
“Sale Equipment” means the equipment identified on the Service Agreement or otherwise notified to you in writing that we will sell to you, subject to the provisions of this Agreement.
“Service” or “Services” means all or part of the Services explained in paragraph 1 or identified in the Service Agreement and any related services that we agree to provide to you under this Agreement.
“Service Agreement” means (i) where you place an order with us by telephone, the confirmation of order accompanying these Conditions for Communications, or (ii) where you place a written order, the document you sign when you become our customer, in each case detailing, amongst other things, the Services you wish to receive, the minimum period you wish to receive the Services for and the Tariff at which you will be charged and which forms part of this Agreement.
“Tariff” means our tariff referred to in the Service Agreement as amended from time to time under paragraph 19.2 above. For the avoidance of doubt, any tariff sheet provided by you is not a valid Tariff.
“we” and “us” and “Simplicity Group” and “our” means Simplicity Group Ltd, whose place of business is The Port House, Marina Keep, Port Solent, Portsmouth PO6 4TH and includes Simplicity Network Solutions Ltd and Simplicity Telecom Ltd.
“you” and “your” means the customer we make this Agreement with. It includes a person who we reasonably believe is acting with the customer’s authority or knowledge.

Paragraph headings shall not affect the interpretation of this Agreement.

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

A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.

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.

Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.

Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.

This Agreement shall be binding on, and enure to the benefit of, the parties to this Agreement and their respective personal representatives, successors and permitted assigns, and references to any party shall include that party’s personal representatives, successors and permitted assigns.

A reference to legislation or a legislative provision is a reference to it as amended, extended or re-enacted from time to time. A reference to legislation or a legislative provision shall include all subordinate legislation made from time to time under that legislation or legislative provision.

A reference to writing or written includes email but excludes fax.

Any obligation on a party not to do something includes an obligation not to allow that thing to be done.

A reference to this Agreement or to any other agreement or document is a reference to this Agreement or such other agreement or document, in each case as varied from time to time.

Any words following the terms including, include, in particular, for example or any similar expression shall be interpreted as illustrative and shall not limit the sense of the words preceding those terms.

32. Supplementary Conditions

Supplementary Conditions (each as available on request) relating to a specific Service apply to the following products:

(a) Mobile Services
(b) Ethernet Services
(c) Horizon Services
(d) Maintenance Services
(e) PBX Installation Services
(f) Call Guard
(g) Converged Private Networks (CPN)

Where you take any of these Services under this Agreement then all relevant Supplementary Conditions shall be incorporated into this Agreement. We reserve the right to add additional Supplementary Conditions at any time.