These 01T General Terms and Conditions (“GTC”) shall apply to any provision of service and/or sale of equipment (the “Service”)in accordance with the Sales Order Form (“SOF”) by 01 Telecom Ltd (“01T”) to the customer (“Customer”). The Customer’s business terms are expressly excluded.

1.1 The order (“Order”) comprises the Sales Order Form (“SOF”), the Technical Order Form (“TOF”), the Service Description, the Service Level Agreement (“SLA”), the applicable Process Documents and these GTC, collectively referred to herein as the “Documentation”. In case of conflict between documents, they shall take precedence in the order listed above.
‍
1.2  An Order Confirmation means either (a) a notice from 01T confirming that it accepts the relevant Order, or (b) a notice communicating the expected installation date, or (c) the Sales Order Form itself with 01T’s counter- signature.

1.3  The Order takes effect on the date of Order Confirmation. Unless stipulated differently in the Order, the initial term of the Service shall be 12 months from the date that the Service is ready for use as communicated by 01T to the Customer in the Service Delivery Handover document (“Handover”) stating the “Bill from” date of the Service (“Initial Term”). After expiry of the Initial Term, the Order shall be automatically renewed to the end of each successive calendar month (each, a “Monthly Extension Period”) until terminated in accordance with clauses 9 or 2.4.

2.1 Charges will be set out in the Order; if not, the current standard charges of 01T will apply. If a third party is required for the delivery of a Service, the third party costs, which are incorporated in the charges, are subject to a survey of the relevant site or review or confirmation by the third party. Such survey, review or confirmation may result in a change to the costs. Any such change will be passed on to the Customer in its entirety as part of the charges.

2.2  All charges stated on the Order will be exclusive of VAT, national and state taxes and any regulatory, government or universal service fund levies unless specified otherwise.

2.3  01T may charge the Customer interest on overdue sums not paid 30 days from the date of invoice at the monthly rate of 5%,such interest to accrue daily.
‍
2.4  01T may revise the charges for the provision of services agreed in the Order at any time after the expiry of the Initial Term after providing the Customer with 30 days’ notice prior to the revision taking effect. The Customer shall be deemed to have accepted the revised charges unless, in case of an increase, the Customer has terminated the affected Order(s) by giving 01T notice, to expire at the end of that 30 day period. 

2.5  Unless specifically stated otherwise in the Order, the monthly recurring charges for a service may be subject to indexation during the Initial Term and thereafter on the following basis:
‍
a) utility costs - the Customer and 01T jointly acknowledge that wholesale utility costs can vary, and 01T reserves the right to make annual adjustments in respect of the cost of the Services inline with utility cost fluctuations. However, should utility costs fluctuate more than 5%from the most recent adjustment under this clause or if none then the start of the relevant Term, 01T may make an adjustment provided the frequency of this adjustment does not exceed once a quarter;
b) inflation - in this clause "RPI" is defined as Retail Prices Index published by the Office for National Statistics or any successor body. 01T reserves the right to apply annual price increases at any time during the relevant term, but no more than once a year, at the level of RPI plus five per cent giving not less than 30 days’ notice to the Client.

2.6  Charges may be changed at any time in order to comply with any change of mandatory law or regulations.

3.1  Payment shall be due 30 days after the date of invoice by Direct Debit or BACS payment as agreed between 01T and the Customer.  

3.2  01T will send invoices to the Customer by email in an electronic format. The format of the invoice shall not affect the Customer’s obligation to make payment under clause 3.1 or 01T’s rights under clauses 2, 3and 5.  

3.3  Invoices are deemed accepted if not disputed, with detailed evidence of the dispute, within 30 days of the date of the invoice. If disputed, the Customer must still pay the undisputed portion of the invoice by the due date.
‍
3.4  01T may from time to time limit how much the Customer can, in total, be in debt to 01T (“Credit Limit”). 01T will inform the Customer what its Credit Limit is. 01T may change it from time to time. If 01T has not told the Customer what its Credit Limit is, it is nil and all charges must be paid in advance.

The Customer shall not use the Service for any fraudulent or unlawful purposes, and shall ensure there are adequate safeguards in place to prevent others from doing so, whether arising in connection with the Customer’s equipment or otherwise. The Customer is solely responsible for any fraud that occurs and any charges arising as a result. 01T has no responsibility or liability over the configuration, use or operation of the Customer’s equipment unless 01T has expressly agreed otherwise in writing.

01T may, without prejudice to any other right or action it might have, suspend the Services: (a) on giving 14 days prior notice (or longer if required by law) if the Customer does not pay an invoice when due or is in breach of any other term of the Order, or (b)immediately if the Customer’s Credit Limit is exceeded or 01Treasonably suspects the Service is being used for fraudulent or unlawful purposes.

6.1 The Service will be deemed to be accepted starting from the “Bill from date” in the Service Delivery Handover document, unless the Customer notifies 01T in writing within 5 working days of receiving the Service Delivery Handover document with reasons explaining why the Service is not ready for use.

6.2  Customer shall provide 01T with access and reasonable cooperation and/or make sure that third parties provide 01T access to all sites and reasonable co-operation, on reasonable terms in each case, necessary for 01T to provide the Services, including to install any 01T or Customer equipment. 01T may require the Customer to provide written evidence of its right to access such sites.

6.3  If 01T accepts within its sole discretion to defer the delivery of a Service upon the Customer’s request, there shall be no change in the installation and Service charges, which will commence from the “Bill from date” in the Service Delivery Handover document for the deferred Service.
‍
6.4  Property and title to 01T’s equipment installed at the Customer’s or third party’s site for the provision of Service remain with 01T and the Customer shall apply, and shall ensure any such third parties apply, reasonable care and comply with any reasonable instructions which 01T may issue in relation to it.

6.5 Where equipment is sold, risk shall pass to the Customer on delivery. 01T retains property and title until it receives full payment of the due purchase price.

7.1 01T warrants that the Service shall be provided in accordance with the Order using reasonable skill, diligence and care.  

7.2  In case of the Service not fulfilling the contractually agreed requirements: (a) 01T shall remedy the Service for the future in accordance with the SLA or, in the absence of an SLA, within a reasonable period, and (b)the Customer may claim Service credits in accordance with the SLA.

7.3 Where equipment is sold, 01T will ensure the Customer benefits from the warranty (if any) that 01T receives from its supplier of the equipment.

Neither party is granted any Intellectual Property Rights unless expressly agreed in writing by the other party.  “Intellectual Property Rights” means any and all intellectual property rights or analogous intangible rights, including all patents, utility models, trademarks, service marks, business names, tradenames, domain names, logos, design rights, rights in inventions, rights in get-up, copyrights, moral rights, topography rights, database rights and rights in data, trade secrets and know-how, in all cases whether or not registered or registrable and including registrations and applications for registration of any of these and rights to apply for the same, and all rights and forms of protection of a similar nature or having equivalent or similar effect to any of these anywhere in the world.

9. TERMINATION

9.1 Unless stipulated differently in the Order, either party may terminate the Service by giving three months written notice to take effect no earlier than the end of the Initial Term or the end of a subsequent Monthly Extension Period. The Customer shall pay the charges due until the end of the Initial Term or to the end of that subsequent Monthly Extension Period.

9.2  Either party may terminate the Service in whole or in part immediately by giving notice in writing: (a) if the other party breaches any material term of the Order (including non-payment of charges by the Customer when due) and, if the breach is capable of remedy, fails to remedy the breach within 14 calendar days upon written notice to do so, or (b) if the other party is threatened to become insolvent, becomes insolvent or ceases business.
‍
9.3  The accrued rights and liabilities of either party at termination and the continuation of any provision expressly stated to survive or implicitly surviving termination, shall not be affected. On termination, sections 2, 3, 8, 9, 10, 12 and 13 shall survive for a period of two years thereafter.

10.1 Nothing in these GTC shall limit or exclude either party’s liability:

10.1.1  for any loss to the extent it is caused by fraud, fraudulent misrepresentation, wilful misconduct, wilful default or negligence;

10.1.2 for death or personal injury caused by its (or its agents’)negligence;

10.1.3 for any breach of the terms implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982; or

10.1.4 that may not otherwise be limited or excluded by law.  

10.2  01T’s annual aggregate liability for all claims, losses, expenses or damages arising from breaches of this Order, statutory breaches, tortious acts or otherwise, in a Contractual Year (as defined below) shall be limited to the charges actually paid to 01Tunder this Order in that Contractual Year. Contractual Year means the period of time starting from the date of the Order Confirmation or its anniversary and ending 12 months later (or, if earlier, on the date of expiry or termination of the Order).  

10.3  01T shall not be liable whether based on a claim in contract, tort (including negligence), breach of statutory duty or otherwise arising out of, or in relation to, these GTC:  

10.3.1  for any direct: (i) loss of profits; (ii) loss of revenue; (iii) loss of anticipated savings; (iv) loss of business opportunity; (v) loss of goodwill or injury to reputation; (vi) or loss of, damage to, or corruption of data ; or

10.3.2  for any consequential loss.

11.1  Neither party shall be liable for any event or sequence of events beyond its reasonable control such as, but not limited to, act of God, fire, flood, unusually severe weather or other natural disaster, war, warlike circumstances, civil or military authority, strikes, lockouts, general network outage, any government or public action or civil emergency, virus outbreak, epidemic or pandemic or any other event beyond the reasonable controls of the parties and /or considered to be force majeure under law (“Force Majeure”).

11.2 If either party is prevented, hindered or delayed from or in performing any of its obligations under the Order by a Force Majeure event, such obligation will be suspended while the Force Majeure event continues and neither party will be deemed to be in breach of its obligations.  For the avoidance of doubt, a Force Majeure event does not allow a party to suspend or delay its payment obligations for services actually supplied.

12.1 12.1 The 01T Data Protection and Privacy Statement can be viewed at www.01t.co.uk/privacy. 01T shall take appropriate technical, security and organisational measures against unauthorised access to, or unlawful processing or a Data Breach of Personal Data (as defined by law) and shall comply with all applicable Data Protection Legislation as may be in force in each relevant jurisdiction at the time. “Data Protection Legislation” means as they apply to each of us: (a) any data protection legislation from time to time in force in the UK including the Data Protection Act 1998 or 2018 or any success or legislation and the Directive 2002/58/EC (ePrivacy Directive)and/or the Privacy and Electronic Communications (EC Directive) Regulations 2003, (b) from and including 25 May 2018,the General Data Protection Regulation (Regulation (EU)2016/679) (“GDPR”), until such time as it might cease to apply in the UK; (c) any legislation ratifying or otherwise adopting, replacing or supplementing the GDPR in the UK and laws that replace, extend, re-enact, consolidate or amend any of the foregoing; and (d) any other applicable laws and regulations relating to privacy and/or the processing of data relating to natural persons relevant to our respective obligations in any other jurisdiction. For the avoidance of doubt, the terms “Data Controller”, “Data Processor”, “Data Subject”, “Personal Data”, “Data Breach”, “process”, “processing”, “transfer” and “appropriate technical and organisational measures” shall be interpreted in accordance with the applicable Data Protection Legislation or any other applicable law relating to privacy and data protection.

12.2  01T may use affiliated companies and third parties located outside the European Economic Area (“EEA”)to deliver the Service for the Order.

12.3  The Customer hereby authorises 01T: (a) to process Personal Data obtained from the Customer; and(b) where applicable to export such Personal Data outside the EEA and to sub-contract affiliated companies or third parties located outside the EEA for processing such Personal Data, in order to fulfil its obligations under the Order and only to the extent necessary to complete the Service.

13.1 “Confidential Information" means any and all information in any media of a confidential nature including the Order Documentation, Intellectual Property, Personal Data and all information relating to business affairs or plans, products and services, know-how, technical information, processes, suppliers, service providers, customers and clients, information systems, development, data storage, retrieval and support services and any information marked or indicated as confidential or proprietary, or which would be regarded as confidential by a reasonable business person, except that which: (a) is or comes into the public domain through no fault of the receiving party, and/or (b) was contained in documents rightfully known to the receiving party prior to receiving the same from the disclosing party, and/or (c) the receiving party lawfully received from a third party without that third party's breach of the agreement, and/or(d) is independently developed by either party without access to or use of any confidential information. 

13.2 The receiving party shall not disclose, or permit access to, any portion of the Information to any person except: (a) if such person is an agent, sub-contractor, affiliate, auditor, or professional advisor of the receiving party and has a reasonable need to know the Information and such person is legally bound by substantially similar confidentiality provisions to those contained in these GTC, or (b) if necessary to comply with legal or regulatory obligations and where practical and permissible after promptly notifying the other party before any such disclosure.

13.3 This clause 13 shall continue to apply for a period of two years after expiry or termination of the Order.

14.1  Any notice given in connection with these GTC and/or the Order Documentation shall be served inwriting by hand, or sent by pre-paid first-class post, recorded delivery, commercial courier or by e-mail as follows: 

To 01T: 
01 Telecom Ltd
Plus-X Innovation Hub
Lewes Road
Brighton,
BN4 0GLUnited Kingdom
Email: finance@01t.co.uk 

To Customer: to the invoicing postal or email address stated on the Order, or as otherwise advised by the Customer in writing.

14.2  Any notice shall be deemed to have been duly received if delivered personally when left at the address or, if sent by pre-paid first-class post or recorded delivery, at 9.00am on the second working day after posting, or if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed. 

14.3  No variation of the Documentation or any of the documents referred to in them, shall be valid unless it is in writing and signed by or on behalf of each of the parties. 

14.4  A waiver of any right under the Documentation is only effective if it is in writing and  it applies only to the circumstances for which it is given.  No failure or delay by a party in exercising any right or remedy under the Documentation or by law shall constitute a waiver of that (or any other) right or remedy, nor preclude or restrict its further exercise.  No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that (or any other) right or remedy. 

14.5  If any provision of the Documentation (or part of any provision) is found by any court or other authority of competent jurisdiction to be invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed not to form part of the Documentation and the validity and enforceability of the other provisions of the Documentation shall not be affected. 

14.6  The Documentation constitutes the whole agreement between the parties and supersedes  all previous agreements between the parties relating to its subject matter. 

14.7  Each party acknowledges that, in entering into the Documentation, it has not relied on, and shall have no right or remedy in respect of any statement, representation, assurance or warrant (whether made negligently or innocently) other than as expressly provided in the Documentation. 

14.8  Neither party shall, without the prior written consent of the other party, assign (other than to an Affiliate which shall not require consent), transfer, charge, mortgage,  subcontract other than to service providers in the service delivery chain, or deal in any other manner with all or any of its rights or obligations under the Documentation.  An Affiliate means any person that directly or indirectly controls, is controlled by or is under common control with a party, where control means fifty percent (50%) or greater ownership of a company or ownership of fifty percent (50%) of the voting rights to elect the directors of a company. 

14.9  Nothing in the Documentation is intended to, or shall be deemed to constitute a partnership or joint venture of any kind between any of the parties, nor constitute any party as the agent of another party for any purpose.  No party shall have the authority to act as agent for, or to bind, the other party in any way. 

14.10  A person who is not a party to the Documentation shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of these GTC and /or the Documentation in connection with it. 

14.11  The Documentation shall be executed by duly authorised signatures of the parties on the Sales Order Form(SOF) in any number of counterparts and by the parties on separate counterparts, but shall not be effective until each party has executed at least one counterpart.  Each counterpart, when executed, shall be an original and all counterparts shall together constitute one instrument. 

14.12  The Documentation and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England and Wales.  The parties irrevocably agree that the courts of England and Wales have exclusive jurisdiction to settle any dispute or claim(including non-contractual disputes or claims) that arise out of or in connection with the Documentation or its subject matter or formation, with any such dispute or claim being settled exclusively in the English courts.