Sales and Service Terms and Conditions

Airacom Limited Sales and Service Terms and Conditions v12

Your Agreement to These Terms

Welcome to our Terms and Conditions. These guidelines outline your rights and responsibilities when purchasing our solutions. By using our products and services, you agree to these terms. We’re committed to providing exceptional service and quality deliverables.

1.0 AIRACOM TERMS & CONDITIONS

1.0A Business-to-Business Status

1.0A.1 This Agreement is a Business-to-Business (B2B) contract. The Customer warrants that it enters the Agreement solely for its business or commercial purposes and never as a consumer.

1.0A.2 The Customer acknowledges that no consumer legislation applies, including:

(a) Consumer Rights Act 2015;
(b) Consumer Contracts Regulations 2013;
(c) Any cooling-off or cancellation rights;
(d) Any consumer protection implied by statute, custom or practice.

All consumer-related rights are excluded to the fullest extent permitted by law.

1.0A.3 The Customer may not claim or rely upon consumer status in any dispute, complaint or legal proceedings. Any such attempt constitutes a material breach.

1.0A.4 Airacom relies on the Customer’s B2B declaration. If inaccurate, Airacom may:

(a) terminate immediately without liability; and

(b) recover all losses, costs and legal fees arising from any false, misleading or inaccurate declaration of the Customer’s B2B status.

1.0A.5 All businesses—including micro-businesses, sole traders, freelancers, partnerships, charities, schools, limited companies and public-sector bodies—are treated as B2B Customers under this Agreement.

1.0A.6 This Clause prevails over any conflicting wording in the Contract Summary Page, Order Form, Notes Section or any Schedule and survives termination.

1.0A.7 Where any ambiguity or incomplete entry exists in the Contract Summary Page or Order Forms, the B2B declaration in this clause prevails conclusively.

1.0A.8 Small Business Contracts: To the fullest extent permitted by law, the Customer agrees that any statutory rights available to “small business contracts” under telecoms or related regulation do not apply. The Customer accepts that this Agreement is negotiated and enforced strictly as a B2B contract.

1.1 Definitions

“Additional Services Order Form” or “ASOF”: A written order form used exclusively for ordering Additional Services. An ASOF is valid only when signed by the Customer’s authorised signatory and countersigned by a director of Airacom. Each executed ASOF forms part of this Agreement and carries the same contractual force as the Order Form.

“Additional Services”: Any additional users, licences, SIMs, ports, numbers, devices, software, capacity, features or services requested by the Customer after the Commencement Date, and which are only valid when documented in a signed ASOF.
“Airacom”, “we”, “us”, “our”: Airacom Limited (Company No. 07675722), including its group companies, agents and subcontractors.
“Business Day”: A day (other than a Saturday, Sunday or public holiday) when banks in London are open.
“Carrier”: Any third-party telecommunications, network or infrastructure provider used by Airacom.
“Charges”: All fees, MMCs, usage, rentals, set-up fees and any sums payable under the Agreement.
“Commencement Date”: The earliest date a Service is made available for use, whether or not the Customer uses it.
“Connection Date”: The date Airacom begins provisioning or enabling the Service.
“Contract”: These Conditions, the Sales & Service Agreement, Order Form, Schedules and Addenda.
“Customer”: The contracting entity receiving Services.
“Data Services”: Connectivity or related digital services supplied by Airacom.
“Delivery”: Physical or deemed delivery under clause 19.3.
“Due Date”: 14 days from invoice unless otherwise stated.
“Equipment”: Any hardware supplied, loaned, leased or financed.
“Extended Term”: Automatic 12-month renewal period under clause 17.7.
“Fees”: Charges shown in the Order or applicable schedules.
“Fixed Network Services”: VOIP, SIP, numbering, call routing and related services.
“Handover Date”: The date a Service is made available for Customer use.
“Installation Date”: The scheduled installation date, even if delayed by the Customer.
“Minimum Monthly Commitment (MMC)”: A non-cancellable minimum recurring charge for the full Minimum Term.
“Minimum Usage Commitment”: The higher of (a) the amount stated in the Order; (b) the average of the highest three months of the past year; or (c) Airacom’s standard minimum usage.
“Minimum Term”: The minimum contractual period or 60 months where none is stated.
“Mobile Services”: Mobile airtime, SIMs, data and related services.
“Order”: An accepted request for Services.
“Particular Losses”: Indirect or consequential losses, including economic loss.
“Sales & Service Agreement”: The commercial summary forming part of the Contract.
“Services”: All services supplied by Airacom.
“Site”: The Customer’s premises or delivery location.
“Tariff”: Pricing published by Airacom, as updated.
“Working Hours”: 09:00–17:30 UK time on a Business Day.

1.2 Interpretation

1.2.1 Headings are for convenience only and do not affect interpretation.

1.2.2 References to legislation include amendments, re-enactments and subordinate legislation.

1.2.3 “including” means “including without limitation”.

1.2.4 References to any document include updates, amendments or replacements.

1.2.5 An obligation not to do something includes an obligation to prevent it being done.

1.2.6 Where Airacom has discretion, it shall exercise that discretion acting reasonably, while being entitled to take into account its own commercial, operational and technical requirements.

1.2.7 Order of Precedence:

(a) Clauses 17.6–17.11;
(b) Clauses 9 and 10;
(c) these Master Terms;
(d) Service-Specific Conditions;
(e) any executed ASOF;
(f) Schedules 1–7;
(g) the Contract Summary Page;
(h) the Order Form;
(i) the Notes Section.

In the event of any ambiguity or conflict between the provisions above, the interpretation that best preserves Airacom’s commercial position and enforceability shall prevail.

1.2.8 This Agreement shall be interpreted to uphold the commercial purpose of the Minimum Terms, Charges and Airacom’s contractual rights wherever legally permissible.

1.3 Hierarchy of Documents

If any conflict, ambiguity, missing entry or inconsistency arises between the Contract documents:

(a) these Master Terms prevail;
(b) the interpretation that best preserves Airacom’s commercial position and enforceability applies. Provided that such interpretation remains within the range of meanings reasonably open to the contractual wording;
(c) any blank or unclear entry defaults to the corresponding provision in these Master Terms or applicable Schedule;
(d) Airacom’s written interpretation applies unless a director states otherwise.
(e) any executed ASOF, which forms part of this Agreement and prevails over any conflicting pricing, term, renewal, quantity or service entry.

2.0 Scope of Work

2.1 Contractual Documents and Priority

2.1.1 The Agreement consists only of the following documents, in this strict order of precedence:

(a) these Master Terms (Clauses 1–34);
(b) the Service-Specific Conditions;
(c) any executed ASOF, including all Additional Services ordered under it;
(d) the Schedules referenced in the Order Form;
(e) the executed Order Form (Part 1 and Part 2); and
(f) any written variation signed only by a director of Airacom.

2.1.2 No other document forms part of this Agreement. All Customer terms—whether contained in purchase orders, procurement systems, onboarding portals or other communications—are rejected unless expressly agreed in writing by a director of Airacom. ASOFs are binding contractual instruments and shall prevail over any inconsistent Customer purchase order or procurement documentation. No Additional Service is valid unless documented in a signed ASOF. No email, PO, ticket, portal request or verbal approval constitutes an ASOF or binds Airacom.

2.2 Prevailing Terms

2.2.1 The following Clauses prevail over all other terms:
(a) Clauses 11.0–11.15 (Charges & Payment);
(b) Clauses 17.6–17.11 (Minimum Terms, Renewal & Add-Ons);
(c) Clause 9.0 (Cancellation);
(d) Clause 10.0 (Non-Proprietary Equipment Charges).
2.2.2 These Clauses override any Customer procurement terms or automated conditions.

2.3 Additional Services Order Form (“ASOF”)

2.3.1 Requirement for ASOF

All Additional Services must be set out in a written ASOF. No Additional Service is valid unless the ASOF is:

(a) signed by the Customer’s authorised signatory; and
(b) countersigned by a director of Airacom.

2.3.2 Effect of a Signed ASOF

Each executed ASOF:

(a) forms part of this Agreement automatically;
(b) has the same contractual force as an Order Form;
(c) supersedes any conflicting term regarding price, quantity, Minimum Term, renewal or cancellation; and
(d) is non-cancellable for its Minimum Term.

2.3.3 No Other Method Creates Additional Services

No Additional Service is binding unless documented in a signed ASOF. Customer purchase orders, emails, verbal requests, online approvals, portal submissions and support tickets do not amend this Agreement and do not authorise Airacom to deliver chargeable Additional Services.

2.4 Independent and Non-Severable Services

Each Service is a separate binding commitment with its own Minimum Term. Issues affecting one Service do not affect any other Service or Charges.

2.5 Automatic Incorporation of Future Additions

Any additional users, licences, ports, numbers or bolt-ons requested or used by the Customer shall:

(a) form part of this Agreement;
(b) carry a Minimum Term equal to the longest of: the remaining Minimum Term, thirty-six (36) months, or any supplier-mandated term;
(c) commence billing upon activation or allocation;
(d) be governed by the terms of the executed ASOF;
(e) be non-cancellable for the entire Minimum Term.

2.6 Authority to Bind the Customer

Any person requesting, approving or authorising an Order or activation warrants full authority to bind the Customer. Airacom may rely on such authority without enquiry, and the Customer may not later dispute such authority. Where the Customer signs an ASOF, Airacom may rely on that signature as conclusive evidence of authority.

3.0 Basis of Contract

3.1 Invitations to Treat

All quotations, proposals and Order Forms issued by Airacom are invitations to treat unless expressly identified as a “binding offer” and signed by a director. For the avoidance of doubt, this Clause 3.1 does not apply to Additional Services, which may only be ordered through a signed ASOF.

3.2 Contract Formation

A binding Contract is formed upon the earliest of:

(a) signature of the Order Form;
(b) electronic acceptance;
(c) provision of configuration or porting data;
(d) use or attempted use of any Service;
(e) Airacom commencing provisioning, installation or activation;
(f) scheduling of installation or survey;
(g) allocation of numbers, licences, SIMs or resources; or
(h) any conduct indicating an intention to proceed.

Contract formation does not depend on internal Customer approvals or procurement processes. For the avoidance of doubt, any formation event in this Clause 3.2 is deemed to occur only where it arises from, or is performed at, the Customer’s request, instruction or approval. For clarity, the formation events in this Clause 3.2 apply only to the principal Agreement and do not apply to Additional Services, which shall only be contracted through a written ASOF executed in accordance with Clause 2.3.

3.2A Errors, Omissions & Conflicts

Any omission, clerical error or inconsistent entry does not invalidate Contract formation or reduce Charges.

3.2B Customer Readiness Presumption

The Customer is deemed ready to proceed upon any Formation Event. Customer-side delays do not delay the Commencement Date or Charges.

3.2C Purchase Orders, Funding & Finance

Contract formation is not conditional on purchase orders or funding approvals and this is customary within the telecommunications and managed services industry.

3.2D Formation of ASOFs

Each ASOF is a separate contractual extension and becomes binding only upon signature by both Parties. No Customer purchase order, email, verbal request, support ticket, system submission or conduct shall constitute, replace or imply an ASOF or authorise Airacom to supply chargeable Additional Services.

3.2E ASOF Errors, Omissions & Conflicts

Where any ASOF contains a blank, incomplete, illegible, overwritten or contradictory entry, the corresponding provision of this Agreement (Clauses 1–34 and the relevant Schedule) shall apply automatically. No incomplete field in an ASOF shall waive, reduce or limit any Charge, Minimum Term or obligation.

3.3 Default Minimum Term

Where no Minimum Term is stated, a default Minimum Term of sixty (60) months applies. The Customer expressly acknowledges and agrees that this default Minimum Term is reasonable and forms a core commercial basis of Airacom’s pricing.

3.4 Renewal & Termination

Renewal and termination are governed solely by Clauses 17.6–17.11 and Clause 10.

3.5 Entire Agreement; No Reliance

This Agreement, together with any executed ASOFs, is the entire agreement between the parties and, to the fullest extent permitted by law, the Customer acknowledges that it has not relied on any statement not expressly included and signed by a director. Nothing in this Clause shall limit either party’s liability for fraudulent misrepresentation.

3.6 Variations

Variations must be in writing and signed by a director. Airacom may update these Conditions by publication, and continued use constitutes acceptance. No ASOF may be amended except by a further ASOF signed by both Parties.

3.7 Notices

Legal notices must be sent by Recorded or Special Delivery. Operational notices may be sent by email. Notices sent elsewhere are invalid.

3.8 Assignment

Airacom may assign or subcontract rights at any time. The Customer may not assign without written consent.

3.9 Waiver

Failure to enforce a right does not constitute a waiver.

3.10 Severance

Unenforceable provisions shall be modified only to the extent necessary to make them enforceable.

3.11 Quotation Validity

Quotations are valid for 20 Business Days unless withdrawn.

3.12 Independent Services

Each Service is an independent contractual commitment.

3.13 Marketing Materials

Marketing materials are non-contractual and do not create warranties.

3.14 Equipment Return

Airacom-owned Equipment must be returned immediately on termination. Failure to return results in liability for replacement costs and continuing rental.

3.16 Survival

This Clause survives termination. All Charges relating to any ASOF survive termination for the full Minimum Term of that ASOF.

4.0 Supply of Services

4.1 Standard of Performance

4.1.1 Airacom shall perform the Services with reasonable skill and care in accordance with Good Industry Practice, subject at all times to:

(a) the limitations and exclusions in this Agreement;
(b) reliance on third-party carriers, suppliers, licensors and manufacturers; and
(c) full and timely Customer compliance with Clause 17.

4.1.2 No service level, uptime commitment, availability target or performance standard applies unless expressly set out in a separate written SLA signed by a director of Airacom.

4.1.3 Any advice, design input, recommendations or examples provided by Airacom are non-contractual unless purchased as paid professional services and expressly confirmed in writing. This Clause does not exclude liability for fraudulent or negligent misrepresentation.

4.1.4 Additional Services & ASOF Requirement

No advice, configuration, site work, engineering activity, professional service or service variation constitutes a chargeable Additional Service unless documented in a signed Additional Services Order Form (ASOF). No Additional Service is valid, authorised or binding unless set out in a written ASOF signed by the Customer’s authorised signatory and countersigned by a director of Airacom.

4.2 Estimated Dates Only

All dates for delivery, installation, provisioning, activation, porting or migration are non-binding estimates. Time is not of the essence. Airacom has no liability whatsoever for any delay, regardless of cause or whether attributable to Airacom, the Customer, or any third party.

4.3 Right to Modify Services

Airacom may modify, update, adjust, replace or discontinue any element of the Services where required by:

(a) law, regulation or OFCOM;
(b) carriers, licensors, suppliers or manufacturers;
(c) operational, platform, technical or security requirements.

Provided core functionality is not materially degraded, such changes:

(i) do not constitute breach;
(ii) do not entitle the Customer to terminate, withhold payment or seek any refund.

Airacom will notify the Customer where reasonably practicable.

4.4 Customer Dependencies

4.4.1 The Customer must provide, when requested:

(a) full access, power, connectivity and site readiness;
(b) accurate configuration, numbering and technical data;
(c) all credentials and permissions required;
(d) timely decisions and internal resources.

4.4.2 Airacom is not liable for any delay, cost, failure or deficiency caused directly or indirectly by the Customer or its agents.

4.4.3 Additional work arising from Customer delay, inaccuracy or non-compliance shall be chargeable at Airacom’s prevailing rates.

4.4.4 Customer-Driven Additional Work. Any additional engineering work, configuration, re-visit, re-provisioning, re-installation, re-survey, bandwidth increase, feature activation or any activity generating additional Charges must be documented in a signed ASOF. No request, instruction, email, support ticket or on-site verbal approval shall constitute authorisation for Airacom to deliver or charge for Additional Services unless formalised in an ASOF.

4.5 Suspension of Services

Airacom may suspend all or part of the Services immediately and without liability where:

(a) maintenance, upgrades or supplier works are required;
(b) fraud, security risk, cyber-attack or misuse is suspected;
(c) required by OFCOM, law enforcement or any regulator;
(d) any invoice is overdue;
(e) the Customer breaches this Agreement or creates network risk;
(f) a supplier, carrier or licensor requires suspension;
(g) Airacom reasonably assesses increased credit risk.

Suspension does not:

(i) relieve the Customer of any payment obligation;
(ii) constitute breach by Airacom;
(iii) create any termination right.

4.5.4 Reinstatement Following Suspension. Any reinstatement, reactivation, reconfiguration, engineering work or recovery activity required following a suspension constitutes an Additional Service and requires a signed ASOF. No reinstatement work is carried out, and no Service is restored, until the relevant ASOF is signed by the Customer’s authorised signatory and countersigned by a director of Airacom.

4.6 Personal Information & Privacy

4.6.1 Airacom processes only business-related personal data necessary to perform this Agreement.

4.6.2 Data is retained only for the duration required by law or legitimate interests relating to audit, security or legal claims.

4.6.3 Processing is limited to service delivery, security, billing, administration, fraud prevention and compliance.

4.6.4 Airacom may share data with carriers, operators, suppliers and subcontractors required for service performance.

4.6.5 Data subjects retain rights under UK GDPR. Airacom may amend this clause to reflect legal changes.

4.7 Equipment: Ownership, Risk & Insurance

4.7.1 Title to Purchased Equipment transfers only upon receipt of all sums due (including VAT, delivery and installation).

All rented, leased or loaned Equipment remains Airacom property.

4.7.2 Risk transfers to the Customer on the earliest of: (a) delivery; (b) installation; (c) collection.

Risk transfers irrespective of title.

4.7.3 Until title passes:

(a) Airacom retains ownership;
(b) Airacom may enter any premises to repossess Equipment;
(c) the Customer grants an irrevocable licence for access;
(d) Equipment must not be sold, disposed of, charged or encumbered;
(e) the Customer must pay all recovery, engineering, legal and enforcement costs;
(f) the Customer shall pay rental value for any wrongful retention.

4.7.4 Upon any Customer breach, non-payment or insolvency, Airacom may:

(a) repossess Equipment;
(b) suspend or terminate Services;
(c) accelerate all Charges for the remaining Minimum Term;
(d) demand immediate payment of all outstanding sums;
(e) recover replacement, damage and enforcement costs.

4.7.5 Unauthorised returns may be refused or incur restocking fees up to 25% of retail value.

4.7.6 The Customer must insure all Equipment at full replacement value from the moment risk transfers.

4.7.7 Airacom may apply statutory interest and late-payment costs under the Late Payment of Commercial Debts (Interest) Act 1998.

4.8 Delivery & Administration

4.8.1 A signed delivery note, courier scan or tracking confirmation constitutes conclusive evidence of delivery.

4.8.2 Delivery issues must be reported within 24 hours or Equipment is deemed accepted.

4.8.3 Airacom is not liable for failures or delays caused by carriers, manufacturers, third-party dependencies, corrupted Customer data or compatibility issues with Customer systems.

4.8.4 The Customer must maintain accurate billing and contact information and ensure correct site conditions.

4.8.5 All delivery dates are estimates only. Time is not of the essence.

4.8.6 Airacom’s liability for delivery or administration issues is capped at the lower of:

(a) 25% of Charges paid in the relevant 12-month period; or
(b) £1,000.

4.8.7 Delivery or Installation Variations. Any variation to delivery, logistics, installation scope, scheduling or hardware requirements that results in additional Charges must be documented and agreed only through a signed ASOF.

4.9 Suitability

4.9.1 The Customer is solely responsible for verifying suitability, compatibility and fitness-for-purpose of all Services and Equipment.

4.9.2 Airacom has no advisory or consultancy obligation unless expressly purchased as a paid professional service and confirmed in writing.

4.9.3 Airacom has no liability where any Service or Equipment is unsuitable or incompatible with Customer systems, third-party equipment, unsupported software or Customer operating environments.

4.9.4 No Implied Additional Services: No Additional Service, upgrade, licence, equipment change, configuration or professional service shall be implied from suitability discussions, installation works or support interactions. All Additional Services require a signed ASOF.

5.0 Personal Information & Privacy

5.1 Scope and Categories of Data

Airacom processes only the business-related personal data reasonably required to perform this Agreement, including:

(a) names, business contact details and role information;
(b) authorised user details and login credentials;
(c) billing, account management and authentication data;
(d) technical and security-related identifiers necessary to operate the Services.

Airacom does not require or intentionally process special category data.

5.2 Purpose and Lawful Basis

Personal data is processed strictly for:

(a) service delivery, provisioning, configuration and support;
(b) billing, account administration and contract management;
(c) security, fraud prevention and misuse detection;
(d) regulatory compliance and lawful requests;
(e) service monitoring, improvement and continuity.

Processing is undertaken on the basis of:

(i) performance of the Contract;
(ii) Airacom’s legitimate business interests; and
(iii) legal obligation.

Where the Customer provides lawful written processing instructions, Airacom shall process personal data in accordance with those instructions unless legally prohibited.

5.3 Duration and Retention

Personal data shall be processed for the duration of the Agreement and retained afterwards only:

(a) as required by applicable law or regulation; or
(b) where necessary for audit, security, fraud prevention, dispute resolution or the establishment, exercise or defence of legal claims.

5.4 Security Measures

Airacom shall implement appropriate and proportionate technical and organisational measures to secure personal data, taking into account:

(a) the nature of the data;
(b) the Service being provided; and
(c) the risks associated with processing.

No guarantee of absolute security is given or implied.

5.5 Sharing with Third Parties

Airacom may share personal data with:

(a) carriers, network operators and telecommunications partners;
(b) suppliers, licensors, manufacturers and hosted-service providers;
(c) subcontractors and service partners engaged in service delivery;
(d) auditors, regulators or authorities where legally required.

All such parties shall be bound by confidentiality and appropriate data-protection obligations equivalent to those required under UK GDPR.

5.6 International Transfers

Where data is transferred outside the UK or EEA, Airacom shall ensure that appropriate safeguards are applied in accordance with UK GDPR, including adequacy regulations, approved standard contractual clauses, or other legally recognised transfer mechanisms.

5.7 Customer Obligations

The Customer shall:

(a) ensure all personal data it provides to Airacom is accurate, current and lawfully obtained;
(b) ensure it has provided all required privacy notices to relevant data subjects;
(c) not provide any special category data or unnecessary personal data;
(d) comply with all applicable data-protection laws in its use of the Services.

Airacom shall have no liability for any breach arising from the Customer’s non-compliance.

5.8 Data Subject Rights

Data subjects may exercise rights under UK GDPR (including access, rectification, erasure, restriction, portability and objection). Airacom shall respond in accordance with applicable law. Airacom may decline requests where legally permitted, including where requests relate to business data not directly linked to an identifiable individual.

5.9 Incident Notification

Airacom shall notify the Customer without undue delay upon becoming aware of a personal-data breach relating to Customer data which is likely to result in a risk to the rights of individuals, in accordance with UK GDPR requirements.

5.10 Amendments

Airacom may amend this Clause 5 to reflect legal, regulatory or industry-standard changes. Continued use of the Services constitutes acceptance of such amendments.

5.11 Default Rule Where Contract Documents Are Incomplete

If any Contract Summary Page, Order Form (Part 1 or Part 2) or Notes Section contains omissions, blank fields, errors or incomplete entries relating to personal-data processing, the provisions of Clause 5.0 of these Master Terms shall automatically prevail and apply in full.

5.12 ASOF Incorporation: All data-processing obligations in this Clause 5 apply equally to all Services ordered under the Master Agreement and to any Additional Services ordered under a signed ASOF. Each ASOF is deemed to incorporate, and be governed by, the data-processing terms in this Clause 5 without exception.

6.0 Ownership, Risk and Insurance

6.0A Additional Equipment Ordered Under an ASOF

6.0A.1 Any additional Equipment supplied as part of Additional Services ordered under a signed ASOF shall be governed by this Clause 6 in full.

6.0A.2 All title, risk, insurance, repossession and enforcement provisions of this Clause apply automatically to any Equipment added through an ASOF, irrespective of whether such Equipment is listed on the original Order Form.

6.0A.3 Where an ASOF includes additional Equipment, each ASOF constitutes a separate contractual commitment for that Equipment and is non-cancellable for its Minimum Term.

6.1 Title and Ownership

6.1.1 Title to any Purchased Equipment transfers to the Customer only when Airacom receives full and cleared payment of all sums due, including Charges for delivery, installation, configuration, VAT and any other related fees. Title shall not pass until the Customer has paid all sums owing to Airacom under this Agreement and under any other contract between the Parties, whether invoiced or not, and whether or not such sums relate to the Equipment.

6.1.2 All rented, leased, financed, loaned, swap-out or replacement Equipment remains at all times the exclusive property of Airacom or its leasing provider. The Customer obtains no title, interest or proprietary right in such Equipment.

6.1.3 Where any field in the Contract Summary Page, Order Form (Part 1 or Part 2) or Notes Section relating to ownership, leasing status or Equipment class is blank, incomplete, overwritten or inconsistent, the Equipment shall automatically be treated as Airacom-owned and subject to full retention-of-title protections under this Clause 6.

6.1.4 ASOF Controls for Additional Equipment. Any additional Equipment supplied under Additional Services ordered through a signed ASOF shall be treated as Equipment under this Clause 6, and the ownership provisions in Clauses 6.1.1–6.1.3 apply regardless of any differing Customer purchase order or instruction.

6.2 Risk Transfer

Risk in the Equipment passes to the Customer upon the earliest of:

(a) delivery;
(b) installation; or
(c) collection by or on behalf of the Customer.

Risk transfers regardless of whether title has passed, whether the Equipment is in use, or whether the Customer is ready to receive or install it.

6.3 Retention of Title and Repossession Rights

Until title transfers under Clause 6.1:

(a) Airacom retains full legal and beneficial ownership of the Equipment;
(b) Airacom may, without notice, enter any premises where Equipment is located to recover it;
(c) the Customer grants Airacom an irrevocable licence of access for repossession, de-installation and removal;
(d) the Customer must not sell, dispose of, relocate, pledge, hire, charge or encumber the Equipment;
(e) the Customer shall bear all costs of tracing, de-installation, recovery, transport, enforcement and engineering time;
(f) the Customer shall pay mesne profits representing the rental value of Equipment wrongfully retained beyond demand;
(g) Airacom’s repossession rights survive any insolvency, administration or creditor action affecting the Customer.
(h) The Customer shall keep all Airacom-owned Equipment separate, identifiable and in good condition, and shall hold it as fiduciary bailee for Airacom until title passes.

6.4 Customer Default

Upon any breach, non-payment, missed invoice, suspected insolvency or failure to comply with this Agreement, Airacom may, without prejudice to any other right:

(a) repossess any Airacom-owned or financed Equipment;
(b) suspend or terminate any Service;
(c) accelerate and immediately invoice all Charges for the full remaining Minimum Term;
(d) demand immediate payment of all overdue or outstanding sums;
(e) enforce any personal guarantee or security;
(f) invoice replacement value, repair costs, loss of value and all recovery costs;
(g) report non-payment to commercial credit reference agencies;
(h) refuse to reconnect or re-provide Services until all sums are paid in full. All acceleration and enforcement rights under this Clause constitute a reasonable and proportionate remedy reflecting Airacom’s legitimate commercial interests.

No action taken under this Clause shall constitute a waiver of Airacom’s rights.

6.4.1A Additional Equipment Under ASOF. Where Equipment has been supplied under any executed ASOF, all Charges for such Equipment for the full remaining Minimum Term of the relevant ASOF become immediately due upon any Customer Default.

6.5 Unauthorised Returns

No Equipment may be returned without Airacom’s prior written consent.

Unauthorised returns may be:

(a) refused; or
(b) subject to restocking fees up to 25% of the retail value, together with all associated transport and handling costs.
(c) ASOF Returns. No Equipment supplied under an ASOF may be returned except in accordance with the signed ASOF and this Clause 6. Any attempted return outside a written ASOF procedure is an unauthorised return.

6.6 Supply Constraints

Airacom shall have no liability for delays, shortages, stock allocation decisions, discontinued components, supplier restrictions, manufacturer delays or global supply-chain issues.

All pre-paid or supplier-committed charges remain payable.

6.7 Enforcement and Recovery Costs

The Customer shall pay, on demand, all enforcement, repossession and recovery costs, including:

enforcement-agent and bailiff fees;
engineering and de-installation time;
solicitor–client legal costs;
debt-collection agency fees;
tracing, transport, storage and refurbishment costs.

These costs are recoverable as a primary contractual payment obligation.

6.8 Insurance Requirement

6.8.1 The Customer must insure all Equipment—whether owned, rented, leased or loaned—for its full replacement value against loss, theft, fire, damage, power surge, flood, accidental damage and all customary business risks from the moment risk passes.

6.8.2 Failure to insure does not reduce the Customer’s liability. The Customer remains fully liable for the full replacement value irrespective of cause.

6.8.3 Upon request, the Customer shall provide proof of insurance. Failure to provide proof constitutes a material breach.

6.8.4 ASOF-Supplied Equipment. All additional Equipment provided pursuant to an ASOF must be insured under Clause 6.8 from the point at which risk transfers, irrespective of whether the Customer has requested, received or installed such Equipment.

6.9 Statutory Interest

Airacom may charge statutory interest, late-payment compensation and recovery costs under the Late Payment of Commercial Debts (Interest) Act 1998, in addition to all other Charges and recovery rights.

7.0 Delivery and Administration

7.1 Delivery Acceptance

7.1.1 A signed delivery note, electronic confirmation, courier photograph, timestamped delivery scan or tracking confirmation shall be conclusive evidence of delivery.

7.1.2 The Customer must report any delivery discrepancy or damage in writing within 24 hours of delivery. Notification within this period is a strict condition precedent to any claim, and failure to do so constitutes final and irrevocable acceptance.

7.1.3 Where any field in the Contract Summary Page, Order Form (Part 1 or Part 2) or Notes Section relating to delivery method, delivery address or acceptance procedure is blank, incomplete or inconsistent, Airacom’s standard delivery and acceptance procedures automatically apply.

7.2 No Liability for External or Third-Party Faults

Airacom shall have no liability whatsoever for any delay, fault, failure or issue arising from or caused by:

(a) any network, carrier, ISP or telecommunications provider;
(b) any manufacturer, vendor, distributor or logistics provider;
(c) third-party delays, shortages, handling errors or failed appointments;
(d) corrupt, missing or incomplete Customer data, backups or configuration;
(e) any interoperability or compatibility issue arising from Customer systems, software, infrastructure or third-party equipment. Such issues do not relieve the Customer of payment obligations, do not constitute breach by Airacom, and do not permit termination or withholding of Charges.

7.2.1 Any additional engineering, replacement equipment, repeat delivery, reconfiguration or corrective work required due to third-party issues constitutes an Additional Service and requires a signed ASOF.

7.3 Customer Administration Obligations

The Customer must:

(a) maintain accurate, current billing, contact and site information;
(b) provide full and uninterrupted access to all sites, systems, premises, comms rooms and secure areas required for delivery, installation or configuration;
(c) ensure all sites are ready, including correct cabling, power, ventilation, network connectivity, firewall configuration, required permissions and safe working conditions.

Any additional work or delay caused by Customer non-compliance is chargeable at Airacom’s prevailing rates.

7.3.1 Where additional access visits, re-attendance, repeat installations, configuration work or site-readiness remediation are required due to Customer non-compliance, such work constitutes Additional Services and must be documented in a signed ASOF before work is carried out.

7.4 Estimated Delivery and Installation Dates

All dates for delivery, installation, provisioning, activation, porting or migration are non-binding estimates only. Time is not of the essence. Airacom shall have no liability for any delay or change in scheduling, whether caused by Airacom, the Customer, suppliers, carriers, manufacturers or any third party. Delays do not alter any Minimum Term, Charges or contractual obligations.

7.4.1 Any rescheduling, additional attendance or alternative delivery method required due to Customer-initiated changes or delays is treated as an Additional Service and must be agreed in a signed ASOF.

7.5 Liability Cap for Delivery and Administration

Airacom’s total aggregate liability for all delivery, installation and administration-related claims arising in any 12-month period shall not exceed the lower of:

(a) 25% of the total Charges paid by the Customer in that period; or
(b) £1,000.

This cap applies to all claims relating to delivery, acceptance, installation, administration errors, site readiness, access delays, scheduling, logistics or third-party coordination.

Nothing in this Clause limits liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation. The Parties agree that this limitation is reasonable and reflects the nature and pricing of the Services.

8.0 Suitability

8.1 Customer Responsibility for Suitability

8.1.1 The Customer is solely responsible for verifying the suitability, compatibility, capacity, and fitness-for-purpose of all Services, Software and Equipment for its business, systems, environment, security requirements, operational practices and intended use.

8.1.2 Unless expressly purchased as a paid professional design or consultancy service and documented in a signed ASOF countersigned by a director of Airacom:

(a) Airacom provides no design, consultancy, specification, suitability analysis or solution-architecture obligations;
(b) no advice, example, guidance, demonstration, proposal, illustration or representation (whether written, verbal or implied) constitutes a warranty or assurance of suitability;
(c) the Customer must not rely on any pre-contract discussions, marketing material, demonstrations or indicative configurations.

8.1.3 Where any suitability-related entry or field in the Contract Summary Page, Order Form (Part 1 or Part 2) or Notes Section is blank, incomplete, unclear, overwritten or contradictory, Airacom’s Master Terms (Clauses 1–34) and relevant Schedules (1–7) automatically apply, and the Customer shall be deemed wholly responsible for suitability.

8.1.4 The Customer acknowledges that no statement or representation made by Airacom (whether pre-contract or otherwise) shall be relied upon, and Airacom excludes all liability for negligent misrepresentation to the fullest extent permitted by law.

8.2 No Liability for Suitability, Compatibility or Integration

Airacom shall have no liability whatsoever where any Equipment, Software or Service is unsuitable for or fails to operate with:

(a) Customer systems, networks, infrastructure or architecture;
(b) third-party equipment, software, hardware, cloud platforms or carriers;
(c) legacy platforms, end-of-life systems or unsupported environments;
(d) Customer-configured firewalls, security tools, policies or access controls;
(e) Customer operating practices, internal processes or business workflows;
(f) any configuration, installation, modification or integration performed by the Customer or third parties.

These exclusions apply regardless of whether Airacom was aware of, informed of, or advised on the Customer’s environment, and regardless of any delay, cost, fault, migration failure or impact on business operations.

8.3 No Performance Guarantee Without Paid Professional Service

Airacom does not warrant or guarantee that any Service or Equipment:

(a) will meet the Customer’s specific performance outcomes or business needs;
(b) will be compatible with third-party or legacy systems;
(c) will operate uninterrupted or error-free except where expressly provided in a formal SLA;
(d) can achieve throughput, capacity, call quality, coverage, device behaviour or print output as demonstrated in any pre-sales example.

Any performance expectations must be expressly documented in a paid design specification, signed by a director of Airacom, to form a binding contractual commitment.

8.4 Customer Liability for Incorrect Specification

If the Customer orders, requests, configures or selects:

(a) inappropriate Services, licences, bandwidth, capacity, print volumes, configurations or Equipment; or
(b) any solution incompatible with its own systems or operating environment,

the Customer remains fully liable for all Charges, Minimum Terms, installation fees and related costs, and shall not be entitled to any refund, reduction, cancellation or remedy.

Any corrective work, redesign, reconfiguration or replacement arising from the Customer’s incorrect specification constitutes an Additional Service and requires a signed ASOF.

9.0 Cancellation

9.1 Exclusive and Mandatory Method of Cancellation

9.1.1 All cancellation requests must be submitted in writing by the Customer’s authorised signatory only.

9.1.2 A cancellation request has no legal effect whatsoever unless and until Airacom issues both:

(a) written acknowledgment of receipt; and
(b) written confirmation expressly accepting the cancellation.

9.1.3 Airacom may withhold acceptance at its sole and absolute discretion. No cancellation is valid, effective or binding unless expressly confirmed in writing by a director of Airacom.

9.1.4 The Customer acknowledges that:

(a) issuing a purchase order cancellation, raising a ticket, emailing staff, or ceasing use of the Services does not constitute cancellation;
(b) no Customer portal, procurement system, auto-generated PO term or third-party framework agreement can terminate this Agreement.

9.1.5 The Customer shall have no right to rescind this Agreement for misrepresentation unless such misrepresentation was fraudulent.

9.2 Pre-Provisioning Cancellation

Where the Customer requests cancellation after Contract formation but before any of the following has occurred:

provisioning, configuration or activation
engineering or survey booking
number allocation or porting
SIM allocation
supplier order, reservation or commitment
dispatch or preparation of Equipment

the Customer shall immediately pay:

(a) all supplier charges, deposits, carriage fees and committed third-party costs;
(b) a fixed administration fee of £495 + VAT;
(c) the full cost of all Equipment, licences, numbers, ports, software or materials ordered, reserved, allocated, configured or customised for the Customer.
(d) Where any Additional Services have been ordered under a signed ASOF, all related Charges, supplier commitments, licences, configuration work, engineering time and materials become immediately payable in full. No ASOF may be cancelled once signed by both Parties.

All sums under this Clause become due within seven (7) days of invoice. Cancellation before provisioning is not free under any circumstance.

9.3 Post-Provisioning / Non-Cancellable Stage

Once any of the following has occurred:

Equipment delivered, dispatched or prepared
any provisioning, configuration, installation, porting or activation
any supplier order or commitment placed
any number allocation, licence allocation, SIM allocation or engineering booking
any access circuit ordered, committed or surveyed
any Service made available, even if unused

the Contract and all executed ASOFs become strictly non-cancellable for their respective Minimum Terms.

The Customer remains fully liable for:

(a) all Charges for the full remaining Minimum Term;
(b) all recurring charges, MMCs and usage, whether used or not;
(c) all Early Termination Charges under Clause 10.0;
(d) all Charges for all Additional Services ordered under any signed ASOF, each of which is non-cancellable for its Minimum Term and survives any attempted cancellation or reduction of the Master Agreement.
(e) Each ASOF is a standalone contractual extension. Cancellation, suspension, termination or reduction of any other Service under this Agreement does not cancel, reduce or affect any ASOF or the Charges payable under it.
(f) Every ASOF forms part of this Agreement and inherits all Master Terms (Clauses 1–34) and applicable Schedules. No ASOF may be withdrawn, revoked, disputed or re-negotiated due to internal Customer approvals, funding delays, procurement errors or incomplete internal processes.

No Customer delay, internal issue, third-party dependency, staged rollout, or supplier lead time permits cancellation, reduction, set-off or non-payment.

9.4 No Cancellation for Multi-Site, Partial or Staggered Delivery

For multi-service, multi-site or staged deployments:

(a) delays or issues affecting one site, component or Service do not affect any other;
(b) no cancellation, reduction, suspension or withholding of payment is permitted;
(c) Airacom may deliver in stages, and such phased delivery is deemed valid and enforceable;
(d) the Customer’s obligations and Charges continue in full regardless of partial or delayed delivery.
(e) Any Additional Services required for staged, multi-site or phased delivery must be documented in a signed ASOF and shall be non-cancellable irrespective of any delay or sequencing in deployment.

9.5 No Cancellation Effective Until All Sums Are Paid in Full

Even where Airacom accepts a cancellation request:

(a) cancellation does not take effect until the Customer has paid in full:

) all outstanding invoices;
i) all Early Termination Charges;
ii) all recovery, enforcement and legal costs;
v) all Charges arising under this Clause 9.

(b) until all sums are paid in full:

the Agreement remains active;
Charges continue to accrue;
the Customer remains fully liable.

(c) No cancellation of the Master Agreement takes effect unless and until all Charges under every ASOF have been paid in full.

No partial payment or ongoing dispute suspends these obligations.

9.6 No Refunds Under Any Circumstances

All Charges relating to any cancelled, unused, partially used, suspended, inactive or downgraded Services, Equipment or subscriptions are strictly non-refundable, including but not limited to:

MMCs
Minimum Usage Commitments
licence fees
porting charges
airtime/data
installation and engineering fees
third-party charges
SIM rentals
software subscriptions

No refund applies regardless of usage, performance, internal changes, business conditions or subsequently-abandoned systems. Charges for any Additional Services ordered under an ASOF remain strictly non-refundable in all circumstances.

9.7 Fundamental Commercial Basis

The Customer acknowledges and agrees that:

(a) the non-cancellable Minimum Term is a core commercial basis of all pricing;
(b) all discounts, subsidies, free Equipment, promotional pricing and supplier-funded allowances rely on strict enforcement of this Clause;
(c) any attempt to avoid, frustrate or challenge this Clause would result in material financial loss to Airacom;
(d) this Clause is reasonable, proportionate and enforceable under English law.
(e) the Customer acknowledges that Additional Services ordered under any ASOF form part of the commercial structure relied upon by Airacom, and that the pricing of both core Services and ASOF-based Services depends on strict enforcement of the Minimum Terms and non-cancellable nature of all ASOFs.

This Clause prevails over any conflicting term in any document, Customer PO, procurement platform or onboarding system.

10.0 Non-proprietary Equipment Charges

10.1 Scope and Applicability

10.1.1 This Clause applies to all non-proprietary or third-party hardware, software, licences, integrations, APIs, connectors, peripherals, firmware, accessories, agents, modules, feature activations, and any custom or semi-custom development supplied, installed, configured, provisioned or used in connection with the Services.

10.1.2 Where any relevant field on the Contract Summary Page, Order Form (Part 1 or Part 2), ASOF, or Notes Section is left blank, incomplete or contains conflicting entries, the charges and rules in this Clause 10 apply automatically and conclusively. Any installation, configuration or technical work relating to non-proprietary items constitutes an Additional Service and requires a signed ASOF unless already itemised in the original Order Form.

10.2 Installation, Provisioning and Integration Charges

10.2.1 All installation, provisioning, configuration, testing, integration, API linking, migration, firmware uplift, platform alignment, or compatibility work relating to non-proprietary items is chargeable at 75% of the prevailing retail value of the relevant item.

10.2.2 These charges apply whether or not the Customer ultimately uses the item, and regardless of any subsequent change in requirement, performance, compatibility or cancellation attempt.

10.2.3 The Parties agree that these charges represent a genuine pre-estimate of Airacom’s loss and are commercially reasonable given supplier commitments.

10.2.4 Where such work is not included in the original Order Form, it must be documented in a signed ASOF prior to commencement.

10.3 Development, Customisation and Specialist Work Charges

10.3.1 All development, scripting, customisation, template adjustments, workflow design, platform alignment, coding, or specialist engineering work is chargeable at 75% of the prevailing retail value of all relevant software, tools, licences, labour and development components.

10.3.2 All design, consultancy or scoping associated with such work is chargeable at Airacom’s prevailing professional-services rates.

10.3.3 All development or customisation work constitutes an Additional Service and requires a signed ASOF unless expressly included in the original Order Form.

10.4 Usage-Based and Consumption Charges

10.4.1 All usage-based, metered, licence-consumption, API-call, resource-consumption, storage, processing or similar elements associated with non-proprietary items are chargeable at 75% of the prevailing retail rate, unless otherwise stated in writing and signed by a director of Airacom.

10.5 Immediate Invoicing Trigger Events

Airacom may issue invoices immediately upon the earliest of:

(a) delivery or dispatch;
(b) installation, provisioning or configuration;
(c) activation or allocation of any licence, feature, API or component;
(d) first actual or attempted use;
(e) reservation, allocation or commitment of any supplier resource;
(f) any supplier invoice being raised to Airacom.

All invoices issued under this Clause are due within seven (7) days of the invoice date. No dispute, delay, readiness issue, onboarding step, internal approval, or Customer procurement process suspends payment obligations.

10.6 Strictly Non-Refundable

All sums charged under this Clause are strictly non-refundable, including but not limited to: Installation fees, configuration or provisioning charges, development or customisation fees, licence or activation fees, usage-based charges, supplier pass-through costs, integration or API-linking charges, any sunk cost, labour cost or third-party cost.

No refund is payable regardless of: Non-use or partial use, delay or dissatisfaction, incompatibility with Customer systems, changes in Customer requirements any subsequent cancellation or termination.

10.7 Customer Responsibility for Compatibility

The Customer is solely responsible for verifying suitability and compatibility of all non-proprietary items with its systems, infrastructure, policies, data environment and third-party services. Airacom has no liability for incompatibility, unless expressly agreed as a paid design service.

10.8 Supplier and Third-Party Cost Pass-Through

Airacom may pass through, without markup, any cost, fee, licence, uplift, surcharge, price increase or withdrawal notification imposed by a supplier, carrier, vendor, manufacturer or licensing body in relation to non-proprietary items. Such charges form part of the Charges and are payable within seven (7) days.

10.9 No Cancellation or Removal Rights

Non-proprietary items are non-cancellable and non-downgradeable once: Ordered, allocated, provisioned, activated, or reserved with a supplier. Charges continue for the full Minimum Term regardless of use or subsequent Customer decisions. Where such items were ordered under an ASOF, the ASOF remains non-cancellable for its Minimum Term.

10.10 Survival

This Clause 10 survives termination, expiry, suspension or cancellation of the Agreement for any reason and remains fully enforceable until all related Charges have been paid in full.

11.0 Charges and Payments for Services

11.0A Default Pricing, Corrections & Priority

11.0A.1 If any Charge, tariff, rental, licence fee or line item on the Contract Summary Page, Order Form (Part 1 or 2) or Notes Section is blank, incomplete, illegible, overwritten, inconsistent, disputed, or missing, the corresponding Charge in these Master Terms and/or applicable Schedule applies automatically and conclusively.

11.0A.2 Airacom may correct any manifest error or omission at any time. Such correction is binding unless the Customer provides clear documentary evidence within five (5) Business Days.

11.0A.3 Where conflicting prices appear, the value most protective of Airacom prevails unless a director of Airacom expressly agrees otherwise in writing.

11.0A.4 No blank or incomplete field reduces, suspends or waives any Charge or Minimum Term commitment.

11.1 Priority, Precedence & Absolute Payment Obligations

11.1.1 This Clause 11 applies to all Charges, including recurring, one-off, usage-based, pass-through, regulatory, third-party and supplier-driven Charges.

11.1.2 This Clause prevails over any conflicting provision in any Order Form, Customer PO, onboarding portal, procurement system or correspondence.

11.1.3 Minimum Monthly Commitment (MMC) amounts are absolute, non-cancellable, non-refundable, take-or-pay Charges, payable in full for the entire Minimum Term irrespective of: Usage, performance, suspension, delayed readiness, part delivery, migration issues, customer operational changes. These MMCs form a core commercial basis of pricing and are reasonable and enforceable under English law.

11.1.4 All MMCs remain payable even where the Service is unused, inaccessible, impaired, suspended or subject to dispute.

11.2 Equipment, Installation Charges & Deposits

11.2.1 Charges for all Equipment, installation, engineering, cabling, provisioning, configuration, staging, survey work, or migration services become due upon Delivery unless expressly stated otherwise in the Order Form.

11.2.2 Deposits are payable within 7 days and are strictly non-refundable, except where required by mandatory law.

11.2.3 Any allocation, ordering, reservation, customisation or supplier commitment constitutes full Customer liability for all associated Charges.

11.2.4 Additional installation, configuration, engineering or provisioning work requested by the Customer constitutes an Additional Service and requires a signed ASOF. No such work is binding or chargeable unless documented in a duly executed ASOF.

11.3 Maintenance, IT Support & Ad-Hoc Charges

11.3.1 Maintenance Charges are payable in advance (monthly, quarterly or annually as determined by Airacom).

11.3.2 IT Support Charges are payable monthly in advance.

11.3.3 Ad-Hoc engineering work (including out-of-hours, emergency, onsite, remote, reinstatement after suspension, or “no-fault-found” work) constitutes an Additional Service and must be documented in a signed ASOF unless expressly included in a fixed-price support plan.

11.4 Variations & Increases to Charges

11.4.1 All recurring Charges increase automatically by 8% annually on the anniversary of the Commencement Date.

11.4.2 Airacom may adjust Charges at any time to reflect increases from suppliers, carriers, licensors or manufacturers.

11.4.3 Regulatory, statutory, compliance or security-driven cost increases may be passed through immediately on notice (email sufficient).

11.4.4 Any Customer-requested variation, upgrade, reconfiguration, expansion or change that results in additional Charges constitutes an Additional Service and requires a signed ASOF. No variation is effective unless documented in an ASOF.

11.5 Customer-Induced Additional Charges and ASOF Requirement

The Customer shall pay all additional amounts arising from: incorrect or incomplete information, missed appointments, denied access, Customer-caused onsite call-outs, non-Direct-Debit payments, paper billing, invoice reproduction requests, or any work arising from Customer variations or supplier re-billing. Any such additional work constitutes an Additional Service and must be documented in a signed ASOF.

11.6 Billing, Acceptance & Payment Rules

11.6.1 Invoices are payable within 14 days unless otherwise stated.

11.6.2 An invoice is deemed accepted unless disputed in writing within 14 days, with full supporting evidence.

11.6.3 Time for payment is of the essence.

11.6.4 VAT and taxes are payable in addition.

11.6.5 Undisputed amounts must be paid in full even where part of an invoice is disputed.

11.7 Late or Non-Payment Consequences

If the Customer fails to pay any sum when due, Airacom may:

(a) charge interest at 8% above the Bank of England base rate, accruing daily;
(b) apply a late-payment fee of 10% of the overdue sum or £25 + VAT, whichever is higher;
(c) suspend any Services immediately;
(d) withdraw numbering, credentials, access or support;
(e) declare all Charges for the full remaining Minimum Term immediately due;
(f) enforce any personal guarantee;
(g) recover all enforcement and legal costs (solicitor–client basis);
(h) pass the debt to enforcement agents;
(i) require advance payment before reinstatement.

11.8 No Set-Off; Airacom Set-Off and Lien Rights

11.8.1 The Customer must pay all sums in full without any deduction, set-off, abatement or counterclaim.

11.8.2 Airacom may set off any sums owed to the Customer against sums owed by the Customer.

11.8.3 Airacom has a general lien over all Customer property, data, equipment and materials in its possession until all outstanding amounts are paid in full.

11.9 Delayed, Omitted or Corrected Invoicing

11.9.1 Failure to issue an invoice does not waive Airacom’s entitlement to recover Charges.

11.9.2 Airacom may issue back-dated, supplementary or corrected invoices at any time for previously unbilled or underbilled Charges.

11.10 Billing Cycles & Partial Billing

Airacom may bill:

(a) one or more billing cycles in advance;
(b) for partial service periods before the first billing date;
(c) using any billing frequency required for regulatory or operational reasons;
(d) partial Charges within 30 days of the period end.

11.11 Enforcement Costs

The Customer shall pay all enforcement, legal, administrative, recovery, tracing and collection costs incurred by Airacom on demand, whether or not legal proceedings are issued.

11.12 Continuity of Invoicing

Changes to billing method or frequency do not entitle the Customer to dispute, delay, withhold or terminate the Agreement.

11.13 Additional Services Ordered via ASOF

11.13.1 Charges for Additional Services commence immediately upon activation, configuration, allocation or reinstatement work following suspension.

11.13.2 Each ASOF carries its own Minimum Term.

11.13.3 ASOF Services are strictly non-cancellable.

11.13.4 All ASOF Charges attract the same late-payment and enforcement rights as all other Charges. ASOF Charges form part of the Charges and attract all enforcement, recovery and acceleration rights under this Agreement.

11.14 No Withholding in Disputes

The Customer shall not withhold, defer or reduce payment due to any actual or alleged: Service issue, ticket or complaint, credit request, fault, performance concern, dispute.

11.15 Waiver of Equitable Set-Off

The Customer expressly waives any right of equitable set-off.

All payments must be made in full regardless of any claim or alleged breach.

11.16 Survival

The Customer’s payment obligations, all Minimum Term Charges, all enforcement rights and all liens survive termination until Airacom is paid in full.

11.17 Finality of Invoices

Invoices not disputed within 14 days of the invoice date are deemed irrevocably accepted, final and binding.

11.18 No Suspension of Payment

Under no circumstances may the Customer suspend, delay or reduce payment of any invoice due to any dispute, fault report, complaint, credit request or dissatisfaction. This includes Charges arising under any ASOF, which remain fully payable irrespective of any dispute or pending ticket.

12.0 Response Times

12.1 Non-Contractual Nature of Response Times

All response times stated in this Agreement (or in any proposal, email, support process, or document) are targets only and provided strictly on a reasonable-endeavours, non-binding, non-contractual basis. They do not constitute and must never be interpreted as:

(a) a service level agreement (SLA);
(b) a guarantee, warranty, condition, undertaking or representation;
(c) a contractual obligation; or
(d) a basis for damages, service credits, refunds, set-off, termination, suspension or compensation.

No failure by Airacom to meet any response time—however described—shall constitute a breach of contract.

12.1.2 To the fullest extent permitted by law, all implied terms relating to performance, reasonable care and skill or time for performance are excluded.

12.2 Indicative Response Windows Only

Airacom shall use reasonable endeavours to begin responding within the indicative response windows applicable to the relevant Service. All stated times are estimates, not binding commitments.

12.3 Method of Response

Airacom may respond in whatever manner it considers appropriate, including:

(a) remote diagnostics;
(b) telephone or email support;
(c) written instructions;
(d) dispatch of an engineer;
(e) requiring the Customer to perform tests or actions.

The Customer must follow all instructions immediately. The method of response is determined solely by Airacom.

12.3.1 Chargeable Work Following a Response. Any onsite attendance, engineering time, configuration, reconfiguration, reinstatement, upgrade, repair, cabling, or remedial work arising from a response is treated as an Additional Service and requires a signed ASOF before commencement. No such work is included within any response time or support expectation unless expressly set out in a written ASOF.

12.4 Definition of “Response”

For clarity, a response means only the initiation of contact or action by Airacom. It does not mean, nor imply:

• fault resolution
• restoration of service
• repair, fix, replacement, or final outcome
• engineer arrival
• site attendance

12.5 Customer Dependencies

Target response times apply only where the Customer:

(a) provides accurate, complete and timely information;
(b) provides full remote and onsite access;
(c) maintains safe, compliant and obstruction-free access;
(d) follows all Airacom instructions and advice;
(e) ensures all Equipment is powered, connected and maintained.

Failure to meet any dependency voids any applicable response time expectation.

12.6 Exclusions

Response targets shall not apply in the event of:

(a) Customer misuse, negligence or unauthorised work;
(b) any overdue invoice or Customer breach;
(c) delayed, denied, unsafe or restricted access;
(d) third-party carrier, ISP, network or supplier faults;
(e) Force Majeure events;
(f) firewall, VPN, password, routing or security issues preventing access;
(g) incorrect or incomplete fault reporting by the Customer.

12.7 Variation or Withdrawal

Airacom may amend, suspend or withdraw any response target at any time.

Such changes do not give rise to:

termination rights
refunds or credits
compensation
breach claims

12.8 No Implied SLA

No SLA, uptime commitment, availability standard or fix time applies unless set out in a separate written SLA signed by a director of Airacom.

No implied or industry-standard SLA applies.

12.9 Limitation of Liability for Response Times

Airacom shall have no liability whatsoever for:

missed response times;
delayed or incomplete responses;
Customer dependencies not met;
third-party delays;
inaccurate fault reports;
issues not reproducible or not within Airacom’s control.

This Clause prevails over any conflicting term in any document.

12.9.1 No Implied Inclusion of Additional Services. Nothing in this Clause 12 obliges Airacom to provide any Additional Service, engineering visit, configuration, upgrade, recovery, or reinstatement work without a signed ASOF. No response, advice or diagnostic activity creates any entitlement to free or included remedial work.

12.10 Conclusive Technical Records

Airacom’s logs, telemetry, diagnostics, call records and engineering notes are conclusive evidence of:

(a) the existence or non-existence of any fault;
(b) the cause, timing, classification and duration of any issue;
(c) whether and when Airacom responded;
(d) the method and outcome of the response.

These records prevail unless the Customer provides verifiable, reproducible, independent technical evidence within 3 Business Days. Unsupported or anecdotal evidence is not sufficient. This Clause applies regardless of any missing, incomplete, blank, ambiguous or overwritten information in the Contract Summary Page, Order Form (Part 1 or 2) or Notes Section.

13.0 Service Charge Increases

13.1 Annual CPI+/8% Adjustment (Automatic, Mandatory, Non-Negotiable)

13.1.1 All recurring Charges shall automatically increase once per calendar year by the higher of (i) 8% or (ii) the published CPI rate (“CPI+”).

This increase applies:

(a) automatically, without notice;
(b) whether CPI is positive, zero or negative;
(c) in addition to any other increases permitted under this Agreement;
(d) to all Services, Equipment rentals, licences, MMCs and Additional Service Items.

13.1.1A For the avoidance of doubt, the CPI+8% adjustment is a clear, transparent and objectively calculated formula and shall not be treated as a discretionary or variable increase. The Customer acknowledges that the calculation method is fair, reasonable and in line with standard telecommunications and managed-service industry practice in the United Kingdom.

13.1.2 The Customer may not terminate, suspend, dispute, reduce, offset or withhold payment as a result of any CPI+ increase.

13.1.3 This clause is a core commercial term and a fundamental pricing mechanism relied upon by Airacom.

13.1.4 Where any conflict exists between this Clause 13 and any Order Form pricing, this Clause 13 prevails.

13.1.5 CPI+8% and all other price adjustments apply equally to all ASOF Services.

13.1.6 All CPI+8% increases apply equally and automatically to all Additional Services ordered under any signed ASOF, irrespective of the ASOF’s date, pricing, quantities or stated rates. No ASOF may exclude or override annual CPI+ adjustments unless expressly signed by a director of Airacom.

13.2 Supplier, Carrier, Regulatory & External Cost Increases

13.2.1 Airacom may vary Charges at any time to reflect increases imposed by third-party suppliers, carriers, licensors, manufacturers, networks or regulatory bodies, or increases arising from statutory, compliance, legal or operational requirements. This includes all Additional Services ordered under any ASOF.

13.2.2 Such increases may take effect immediately upon notification (email sufficient) and shall not constitute a breach.

13.2.3 These increases do not give rise to any Customer right to cancel, terminate, downgrade or dispute the Service.

13.3 Tariff & Pricing Amendments

13.3.1 Airacom may amend, replace, withdraw or restructure any Tariff, price schedule, usage rate or billing method at any time.

13.3.2 Revised Tariffs take effect immediately upon publication or use.

13.3.3 Continued use of the Services constitutes irrevocable acceptance of revised Charges. Tariff amendments apply equally to all ASOF Services without requiring amendment of the ASOF.

13.4 Priority & Application of Adjustments

Price adjustments under this Clause apply regardless of:

(a) conflicting pricing in the Contract Summary Page, Order Form (Part 1 or 2) or Notes Section;
(b) handwritten amendments not countersigned by a director of Airacom;
(c) Customer expectations of fixed, capped or guaranteed pricing;
(d) any pricing stated in an ASOF;
(e) any blank, incomplete or missing entries on the Order Form.

All adjustments are automatic, binding, immediate and non-revocable.

13.5 Finality of Pricing Decisions

13.5.1 Airacom’s pricing decisions, CPI calculations, Tariff revisions and supplier-cost interpretations are final and binding, except in cases of manifest arithmetic error.

13.5.2 The Customer waives all rights to challenge the proportionality, fairness or reasonableness of any increase validly applied under this Clause.

This mirrors UK telecom/MSP precedent and case law regarding B2B commercial uplift clauses.

13.6 Invoice Finality

13.6.1 The Customer must raise any pricing or invoice dispute within 7 days of the invoice date.

13.6.2 After this period the invoice is deemed irrevocably accepted and may only be corrected for arithmetic error.

13.6.3 All undisputed sums must be paid in full by the Due Date. This includes all Charges arising under any ASOF.

13.7 No Termination Right for Price Increases

13.7.1 No increase made under this Clause—whether CPI+, supplier-driven, regulatory or Tariff-related—shall grant the Customer:

any right to terminate;
any right to suspend Services;
any right to downgrade or reduce Services;
any withholding or set-off right.

13.7.2 Any Customer termination attempt motivated by a price increase is invalid and constitutes a Customer Default.

13.7.3 No ASOF may be cancelled, amended or withdrawn due to any increase under this Clause 13. All ASOF Minimum Terms continue unaffected.

13.8 Enforcement & Consequences of Non-Payment

Failure to pay any adjusted Charge constitutes a payment default under Clause 11, enabling Airacom to:

(a) charge statutory and contractual interest;
(b) suspend Services immediately;
(c) withhold support, numbering or credentials;
(d) accelerate all Minimum Term Charges;
(e) enforce liens;
(f) recover all legal, enforcement and collection costs on a solicitor–client basis.
(g) suspend or withhold any Additional Services ordered under any ASOF.

13.9 No Set-Off or Reduction: The Customer must pay all Charges in full, without: Deduction, Withholding, Abatement, Counterclaim, Set-Off. Except where required by mandatory law. No obligation exists for Airacom to reduce, cap, absorb or limit any Charge.

13.10 Survival: This Clause 13 survives termination or expiry of the Agreement and continues until all Charges have been paid in full.

14.0 Exclusions

14.1 General Exclusions

14.1.1 Unless expressly agreed in a written variation signed by a director of Airacom, the Services expressly exclude and Airacom shall have no liability for any fault, failure, degradation, delay, outage, performance issue, cost, interruption or security incident arising in whole or in part from:

(a) misuse, neglect, accidental damage, physical damage, abuse, improper handling or operation;
(b) use of counterfeit, non-genuine, non-approved, modified or incompatible parts, peripherals or consumables;
(c) any work, maintenance, repair, relocation, alteration or configuration performed by the Customer or any unauthorised third party;
(d) interaction with, reliance on, or issues caused by any external, Customer-owned or third-party system, software, network, infrastructure or cloud platform not supplied by Airacom;
(e) burglary, theft, vandalism, fire, flood, environmental incidents, electrical issues, power fluctuations or any Force Majeure event;
(f) viruses, malware, ransomware, cyber-attacks, compromised credentials, weak passwords, or any security incident caused by Customer actions or inaction;
(g) unsupported, obsolete, legacy, beta, trial or non-approved software or hardware;
(h) loss, corruption, unavailability or recovery of data, backups, logs or configurations;
(i) failure to follow Airacom instructions, recommendations, prerequisites or configuration requirements;
(j) incomplete, inaccurate, outdated or missing information supplied by the Customer;
(k) faults attributable to carriers, ISPs, telecoms networks, WANs or connectivity not provided under this Agreement;
(l) wear-and-tear, consumables, batteries, print media, replaceable components or end-of-life items;
(m) “no fault found” engineer attendance or faults not reproducible on inspection;
(n) Customer-imposed firewall, VPN, routing or security restrictions preventing access;
(o) environmental, physical or site-related issues including inadequate power, cabling, ventilation, rack space or operating conditions.

14.1.2A Nothing in this Clause excludes or limits liability that cannot lawfully be excluded under English law. All exclusions apply only to the extent permitted by statute and shall be read down accordingly.

14.1.3 Additional Work on Excluded Issues Requires a Signed ASOF. Where any issue falls within an exclusion under Clause 14.1, all remedial, reinstatement, engineering, configuration, reconfiguration, replacement, diagnostic or recovery work constitutes an Additional Service and shall only be performed under a signed ASOF.

No request, ticket, email, phone call or onsite attendance authorises any chargeable work unless documented in an executed ASOF.

14.2 Consequences of Excluded Issues

Where any issue falls within Clause 14.1:

(a) all work is fully chargeable at Airacom’s prevailing rates, including abortive visit fees, wasted engineering time and supplier pass-through costs;
(b) no response target, SLA, uptime commitment, credit or compensation applies;
(c) Airacom may require the Customer to remedy the underlying condition before further work continues;
(d) Airacom may suspend any affected Service without liability where an excluded condition presents a technical, operational or security risk;
(e) Airacom may charge additional recovery, remediation, reinstatement or reconfiguration costs arising from the excluded condition.
(f) all remediation, reinstatement, configuration or recovery tasks arising from an excluded condition are Additional Services requiring a signed ASOF.

14.2A Mandatory ASOF for Chargeable Work. No chargeable work arising from an excluded condition shall be carried out, and no Charges shall become payable, unless such work is expressly set out in a signed ASOF. Any Customer attempt to request or authorise work outside an ASOF is void and non-binding.

14.3 Finality of Airacom’s Determination

14.3.1 Airacom shall determine, acting reasonably but at its sole discretion, whether any issue falls within Clause 14.1.

14.3.2 Airacom’s engineering notes, diagnostic logs, network telemetry, supplier reports and technical records shall be conclusive evidence unless the Customer provides independent, reproducible technical evidence within 3 Business Days.

14.3.3 In the absence of such evidence, Airacom’s determination is final, binding and non-negotiable. Any remediation, recovery or reinstatement work following such determination shall require a signed ASOF.

14.4 Customer Acknowledgement

The Customer acknowledges that:

(a) unauthorised changes, incorrect configurations, environmental issues and third-party interference are leading causes of faults;
(b) these exclusions are a material commercial basis of Airacom’s pricing;
(c) the Service pricing assumes full Customer compliance with Airacom’s configuration, security and access requirements.

14.5 Enforcement & Charges

14.5.1 All charges arising under this Clause 14 are subject to Clause 11 (Charges & Payments), including all late-payment remedies.

14.5.2 Repeated excluded faults, or refusal to remedy an excluded condition, constitutes a material breach of the Agreement.

14.5.3 No Further Work Without ASOF. Where Airacom identifies an excluded condition, no further engineering, diagnostic, reinstatement or corrective activity will be undertaken until an ASOF is signed.

Delays caused by the Customer’s failure to sign an ASOF do not constitute breach by Airacom and do not suspend Charges.

14.6 Entire Warranty and Exclusion of Implied Terms

14.6.1 The Customer acknowledges that it has not relied on, and shall have no remedy for, any warranty, representation or assurance not expressly set out in this Agreement and signed by a director of Airacom.

14.6.2 To the fullest extent permitted by English law, all implied warranties, conditions and terms (including those relating to quality, fitness-for-purpose or performance) are excluded.

This mirrors standard UK B2B limitation of implied terms (UCTA-compliant).

14.7 Protection Where Order Form Sections Are Blank or Incomplete Where the Contract Summary Page, Order Form (Part 1 or 2), or Notes Section is incomplete, blank or contains errors, omissions or conflicting entries:

(a) this Clause 14 shall apply in full;
(b) no omission or blank field limits, restricts or reduces the scope of these exclusions;
(c) the Customer may not rely on any absence of written details as grounds to claim coverage.

14.8 Survival

This Clause 14 survives termination or expiry of the Agreement and continues to apply to any claim, issue or dispute arising after the end of the Contract.

14.9 ASOF Priority Where Contract Documents Are Incomplete. If the Contract Summary Page, Order Form (Part 1 or 2) or Notes Section is blank, incomplete, inconsistent or contains omissions relating to excluded conditions, chargeable work or reinstatement activity:

(a) Airacom’s ASOF requirements apply automatically;
(b) no omission limits Airacom’s right to require a signed ASOF;
(c) the Customer may not rely on any omission to avoid ASOF-based Charges.

15.0 Force Majeure

15.1 Definition of a Force Majeure Event

A “Force Majeure Event” means any event, circumstance or cause beyond Airacom’s reasonable control which prevents or delays performance, including without limitation:

(a) war, terrorism, civil unrest, riot or military action;
(b) natural disaster, fire, flood, explosion, subsidence or severe weather;
(c) epidemic, pandemic, public health emergency, quarantine or government restrictions;
(d) industrial action, strikes, lockouts or labour shortages;
(e) utility, power, cooling, building, environmental or infrastructure failure;
(f) cyber-attacks, DDoS attacks, security breaches, ransomware, zero-day exploits or systemic vulnerabilities;
(g) carrier, network, ISP or telecommunications outage, degradation or failure (including Openreach, BT Wholesale, Tier-1 carriers, cloud or hosted platforms);
(h) failures or withdrawal of service by manufacturers, suppliers, licensors or wholesalers;
(i) supply-chain disruption, sanctions, export restrictions or component shortages;
(j) changes in law, regulation, compliance requirements, tax or government orders.

A Force Majeure Event exists whether it affects Airacom directly or affects any carrier, licensor, platform provider, supplier or wholesaler relied upon for any Service or Additional Service.

15.2 Effect of Force Majeure

15.2.1 Airacom’s obligations are suspended for the duration of the Force Majeure Event.

15.2.2 All timeframes, delivery dates, SLAs, response times and milestones are extended automatically by the duration of the event plus any reasonable reinstatement period required by Airacom.

15.2.3 The Customer shall not be entitled to:

(a) terminate the Agreement;
(b) suspend, refuse or withhold payment;
(c) claim a refund, credit or price reduction;
(d) challenge Charges or Minimum Term commitments;
(e) assert breach of contract.

15.2.4 This Clause 15 operates alongside and reinforces Clauses 9 (Cancellation), 10 (Non-Proprietary Equipment Charges), 11 (Charges & Payments), 13 (Service Charge Increases) and 17 (Term & Renewal), all of which continue to apply in full during a Force Majeure Event.

15.2.5 Each Party shall use reasonable endeavours to mitigate the effect of the Force Majeure Event. Airacom is not required to incur additional costs, supply substitutes, or provide workarounds.

15.3 Additional and Pass-Through Costs

Airacom may pass through to the Customer all additional costs, surcharges, supplier charges, emergency works, regulatory fees, increases or third-party charges arising from or relating to a Force Majeure Event.

All such Charges are payable in accordance with Clause 11.

15.4 Third-Party Claims and Indemnity

To the fullest extent permitted by English law:

(a) Airacom shall have no liability for any third-party claim arising from or connected with a Force Majeure Event;

(b) the Customer shall indemnify Airacom against all such claims to the extent they arise from the Customer’s systems, staff, environment or actions.

15.5 Carrier, Supplier and Platform Failures

15.5.1 Any failure, withdrawal, suspension, degradation or outage by any carrier, network operator, telecommunications provider, cloud/hosted platform, wholesaler, manufacturer or licensor constitutes a Force Majeure Event.

15.5.2 Airacom shall have no liability for:

(a) delays, outages or failures caused by such third parties;
(b) any resulting degradation in performance or availability;
(c) any associated or consequential cost, delay or loss.

15.5.3 All Charges remain fully payable notwithstanding such events, including all Charges for Additional Services under any ASOF.

15.6 Exclusion of Economic, Consequential and Indirect Loss

Airacom shall not be liable for any indirect, consequential, special, economic or business-interruption loss, including loss of profit, revenue, opportunity, contract, goodwill or anticipated savings, arising from or connected with a Force Majeure Event.

15.7 Customer Responsibilities During Force Majeure

The Customer shall:

(a) continue paying all Charges when due;
(b) follow all reasonable instructions issued by Airacom;
(c) take all necessary measures to mitigate the effects of the Force Majeure Event;
(d) maintain its own continuity, redundancy, contingency and backup arrangements.

Failure to comply with this Clause 15.7 disapplies any Force Majeure protections otherwise available to the Customer.

15.8 Protection Where Order Forms Are Blank or Incomplete

Where the Contract Summary Page, Order Form (Part 1 or 2) or Notes Section is incomplete, ambiguous or blank, this Clause 15 applies in full.

No omission or absence of detail restricts or limits Airacom’s protection under this Clause.

15.9 Survival

This Clause 15 survives termination or expiry of the Agreement and continues to apply to any Force Majeure event, claim or liability arising thereafter.

16.0 limitation of Liability

16.1 Non-Excludable Liability

Nothing in this Agreement excludes or limits Airacom’s liability for:

(a) death or personal injury caused by its negligence;
(b) fraud or fraudulent misrepresentation; or
(c) any liability which cannot lawfully be excluded under English law.

All other liability is excluded or limited strictly in accordance with this Clause 16.

16.1.1A All limitations and exclusions in this Agreement apply to liability arising in contract, tort (including negligence), misrepresentation, breach of statutory duty or otherwise, and apply regardless of the cause of action, except to the extent such liability cannot be excluded under English law.

16.2 Excluded Types of Loss

To the fullest extent permitted by English law, Airacom shall have no liability whatsoever for any:

(a) loss of profit, revenue, business, opportunity or contract;
(b) loss of anticipated savings or operational efficiencies;
(c) loss of goodwill or reputation;
(d) loss, corruption or restoration of data, backups or configurations;
(e) indirect, special, incidental or consequential loss;
(f) toll fraud, hacking, cyber-attack, malware, ransomware, security breach or compromised credentials;
(g) Customer misconfiguration, misuse, environmental conditions, operator error or unauthorised third-party changes;
(h) faults arising from unsupported, legacy, third-party or non-Airacom systems, software or networks;
(i) losses arising from any act or failure of a carrier, network operator, platform provider, licensor, supplier, cloud service or wholesaler (including Openreach, BT Wholesale, Tier-1 carriers, hosting providers and SaaS vendors).

These exclusions apply whether foreseeable or not, and regardless of whether Airacom has been advised of the possibility of such losses.

16.3 Aggregate Financial Cap

16.3.1 Airacom’s total aggregate liability for all claims arising in any 12-month period in relation to a specific Service shall not exceed the Charges paid by the Customer for that specific Service in the same 12-month period.

16.3.2 Liability caps apply per Service, assessed individually. Liability shall not aggregate across:

(a) multiple Services,
(b) multiple Order Forms,
(c) multiple Schedules,
(d) multiple incidents.

For the avoidance of doubt, no liability arising in relation to an ASOF may be aggregated with liability arising from the Master Agreement or any other ASOF. Each ASOF is treated as a standalone contractual extension with its own independent liability cap.

16.3.3 Where the Contract Summary Page or Order Form omits, misstates or leaves blank any Charge, the corresponding Charge set out in these Master Terms or relevant Schedule shall apply for the purpose of calculating the liability cap and for ASOFs the applicable Charges are those listed in the executed ASOF.

16.3.4 For all Additional Services ordered under a signed ASOF, the liability cap under this Clause 16 shall be calculated solely by reference to the Charges payable for that ASOF. No Charges or values relating to the original Order Form or any other Service shall be aggregated for the purpose of determining Airacom’s liability for ASOF Services.

16.4 Exclusion of Implied Terms

All warranties, conditions and terms implied by statute, common law or otherwise are excluded to the fullest extent permitted by English law, including without limitation those relating to quality, performance, merchantability, fitness for purpose or correspondence with description.

16.5 Delivery, Timelines and Performance Dates

All dates stated by Airacom for delivery, installation, provisioning, activation, configuration, migration or response are estimates only. Airacom shall have no liability for any delay, missed date or slippage.

16.6 Third-Party Providers, Carriers and Suppliers

Airacom is not liable for any act, omission, delay, outage, degradation, withdrawal or failure by any:

(a) carrier or network operator;
(b) manufacturer, distributor or vendor;
(c) cloud, hosted or SaaS provider;
(d) software or hardware licensor; or
(e) wholesaler or supplier.

This includes all Openreach / BT Wholesale incidents and all third-party platform failures.

16.7 Software and Hardware Operation

Airacom does not warrant that any software, hardware, platform or system:

(a) will be uninterrupted or error-free;
(b) will remain compatible with Customer environments; or
(c) will be free from obsolescence or supplier withdrawal.

Airacom shall have no liability for any loss arising from such limitations.

16.8 Customer Data Responsibility

The Customer is solely responsible for data integrity, security, storage, retention and backup. Airacom accepts no liability for loss, corruption, unavailability or restoration of any Customer data, regardless of cause.

16.9 No Broader Liability

Airacom shall have no liability except as expressly set out in this Agreement. No representation, warranty, affirmation or statement—whether oral, written or implied—creates any additional liability beyond this Clause.

16.10 Airacom Set-Off; Customer No Set-Off

(a) Airacom may set off any sums owed by the Customer against any sum owed to the Customer.

(b) The Customer has no right of set-off, deduction, abatement or withholding, whether statutory, legal, equitable or otherwise.

16.11 Blank Fields or Order Form Errors

Where the Contract Summary Page, Order Form (Part 1 or Part 2) or Notes Section contains omissions, blanks, inconsistencies or overwritten entries, the liability restrictions in this Clause 16 apply in full without reduction or modification. Where the relevant ASOF contains omissions, blanks, inconsistencies or overwritten entries, the liability restrictions in this Clause 16 shall be determined by reference to these Master Terms and the applicable Schedule, and shall not be reduced or displaced by any incomplete ASOF entry.

16.12 Survival

This Clause 16 survives termination or expiry of the Agreement and continues indefinitely in respect of any claim, loss or liability arising thereafter.

17.0 Customer’s General Obligations (Applies to All Services)

The Customer shall, at all times and at its own cost:

17.0.1 Provide complete, accurate, truthful, current and non-misleading information, instructions, access credentials, technical data, numbering details and specifications required by Airacom.

17.0.2 Co-operate fully and promptly with Airacom and comply with all operational, technical, regulatory, legal, security, design and implementation instructions issued by Airacom.

17.0.3 Provide safe, unrestricted, continuous and timely access (onsite and remote) to all premises, systems, devices, networks, power, cabling, firewalls, VPNs, servers, cloud systems and infrastructure required for delivery, troubleshooting, provisioning or maintenance.

17.0.4 Ensure all passwords, credentials, authentication, routing, firewall rules, SIP details and access materials are correct, promptly provided and continuously maintained in accordance with Airacom’s security requirements.

17.0.5 Prepare and maintain the Customer’s premises, network environment, systems and infrastructure in accordance with all dependencies, prerequisites, security standards and instructions specified by Airacom.

17.0.6 Obtain and maintain all licences, consents, approvals, permits, landlord permissions and regulatory authorisations required for installation, use and operation of the Services and Equipment.

17.0.7 Permit Airacom to monitor, log, capture diagnostics, metadata, traffic patterns and system information for security, support, compliance, fraud prevention and operational purposes.

17.0.8 Acknowledge that Airacom has no liability for delays, faults, outages, degradation or failures caused by third-party carriers, ISPs, public networks, power issues, environmental factors, cyber events or external platforms outside Airacom’s control.

17.0.9 Comply with all applicable laws, standards, emergency-services obligations, police or regulatory directions, OFCOM requirements and any carrier-imposed rules.

17.0.10 Ensure all information supplied to Airacom is correct and kept up-to-date. Any omission, ambiguity, incorrect detail or outdated information constitutes Customer Default.

17.0.11 Comply with all Service-Specific Conditions, manufacturer rules, product limitations, operational guidelines, acceptable-use policies and configuration requirements.

17.0.12 Maintain robust and industry-standard security measures including encryption, firewalls, intrusion detection, credential controls, firmware updates, patching and access policies.

Failure of any item in this Clause 17.0 constitutes an immediate Customer Default.

17.0.13 The Customer shall ensure that all premises, plant, equipment and environments made available to Airacom personnel are safe, compliant and suitable for work in accordance with the Health and Safety at Work Act 1974. Airacom may suspend any activity immediately where any unsafe condition exists, without liability and without affecting the Customer’s payment obligations.

17.1 Customer Liability for Use, Misuse, Fraud and Security

17.1.1 The Customer is fully liable for all use of the Services whether authorised, unauthorised, fraudulent, accidental, negligent or malicious.

17.1.2 The Customer shall pay all Charges arising from toll fraud, PBX fraud, SIP fraud, SIM misuse, hacking, credential compromise, phishing, unauthorised access or misconfiguration.

17.1.3 The Customer must implement strong-password policies, multi-factor authentication where available, firewall and ACL protection, SIP lockdown, role-based access controls and secure remote-access controls.

17.1.4 Airacom has no liability for any fraud, cyber-attack, security breach or compromised credentials, regardless of cause.

This clause survives termination.

17.2 Customer Default

Where a Customer Default occurs, Airacom may, without liability:

17.2.1 Suspend any or all Services immediately.

17.2.2 Have no liability for any delay, failure, degradation, cost or loss caused by the Customer Default.

17.2.3 Invoice and the Customer shall pay all additional costs arising including engineering time, diagnostics, wasted resources, abortive visits, supplier charges and remediation work.

17.2.4 Be relieved of all performance obligations affected by the Customer Default.

17.2.5 Disapply all Response Times, SLAs or fix targets until the Customer Default is remedied. Airacom may require written confirmation of remediation before resuming Services.

17.3 Suspension and Compliance Rights

Airacom may suspend, throttle, restrict or terminate any Service immediately, without liability, where:

(a) required by law or any authority;
(b) any carrier or supplier suspends or restricts service;
(c) fraudulent, illegal or unauthorised use is detected or suspected;
(d) maintenance, security work or repairs are required;
(e) there is any threat to network integrity, security or safety;
(f) the Customer has overdue invoices or is in Customer Default.

Suspension does not stop Charges accruing.

17.4 Fraud, Security and Unlimited Indemnity

The Customer shall indemnify Airacom on a full, unlimited and continuing indemnity basis against all costs, losses, supplier charges, liabilities, penalties and legal fees arising from:

(a) fraudulent, negligent, improper or unauthorised use;
(b) cyber-attack, hacking or compromised credentials;
(c) inadequate or failed Customer security;
(d) any breach of this Clause 17.

This indemnity survives termination.

17.5 No Waiver of Customer Obligations

No act, delay or omission by Airacom waives or reduces any Customer obligation.

17.6 Term, Renewal and Termination Framework

All Services:

(a) begin on their Commencement Date;
(b) continue for the Minimum Term stated in the Order Form;
(c) default to a Minimum Term of 60 months where no term is stated or where fields are blank or incomplete;
(d) cannot be terminated early except in accordance with this Agreement.

17.6A Minimum Term for Radio & Hardware Hire Services

For Services delivered under Schedule 7 (Radio & Hardware Hire), the Minimum Term may be expressed in days, weeks or any other period explicitly stated on the Contract Summary Page, Order Form or ASOF. Such periods shall override any default monthly interpretation in Clauses 17.6–17.11.

17.7 Automatic Rolling Renewal

Services renew automatically for 12-month Extended Terms unless 90 days’ written notice is given, expiring at the end of the Minimum or Extended Term.

Mid-term termination is prohibited.

Failure to give valid notice results in automatic renewal.

17.8 30-Day / Monthly Rolling Services

Where designated as monthly or 30-day rolling, the Customer must give 90 days’ written notice expiring at the end of a billing cycle.

17.9 Non-Payment: Suspension, Withholding and Recovery Rights

If the Customer fails to pay any sum when due, Airacom may:

(a) suspend any or all Services;
(b) repossess Equipment;
(c) block, deactivate or restrict numbers, SIP credentials, routing tables, licences, call flows, configurations and system access (subject to OFCOM rules);
(d) refuse or delay porting codes until all sums are paid;
(e) apply a lien over Customer property, data and configurations;
(f) accelerate all Minimum Term Charges and demand immediate payment.

Suspension does not stop Charges accruing.

17.10 Liquidated Damages for Breach

For each breach of Clause 17, the Customer shall pay Airacom liquidated damages representing reasonable engineering time, supplier charges, wasted resources, administrative time and remediation costs. The Parties agree this is a genuine pre-estimate of loss and enforceable

17.11 Additional Services via ASOF

17.11.1 Additional Services (including users, licences, features, numbers, ports, upgrades, equipment or capacity) must be ordered through an executed ASOF.

17.11.2 Each ASOF sets its own Minimum Term, which shall be the greater of the remaining Minimum Term or 36 months.

17.11.3 Charges begin immediately upon activation or allocation.

17.11.4 ASOF Services are non-cancellable.

17.11.5 Early termination of the Agreement triggers immediate payment of all outstanding Charges for all ASOFs.

17.11.6 This clause prevails over any conflicting term or Addendum.

17.12 Survival

All obligations in Clause 17 survive termination or expiry.

17.13 Verification of Customer-Supplied Information

17.13.1 The Customer warrants the accuracy and completeness of all information in the Contract Summary Page, Order Form (Part 1 and 2) and Notes Section.

17.13.2 The Customer must verify all information within 2 Business Days of signature. Failure to do so constitutes conclusive acceptance.

17.13.3 Where information is blank, contradictory, overwritten or ambiguous, Airacom’s interpretation applies unless a director agrees otherwise in writing.

18.0 Software Licences, Intellectual Property & Data Handling

18.0A Additional Software Licences Ordered via ASOF

18.0A.1 All additional Software licences, modules, users, capacity, features, add-ons, API activations, upgrades or expansions must be ordered exclusively through a properly executed Additional Services Order Form (ASOF). No other method is valid.

18.0A.2 An ASOF is valid only when:

(a) signed by the Customer’s authorised signatory; and
(b) countersigned by a director of Airacom.

18.0A.3 Each executed ASOF:

(a) forms part of this Agreement automatically;
(b) carries the same contractual force as the original Order Form;
(c) prevails over any conflicting term relating to price, quantity, licence limits, Minimum Term or renewal;
(d) is strictly non-cancellable for its entire Minimum Term.

18.0A.4 No additional Software licence shall be supplied, enabled, provisioned, activated or made available unless included in a signed ASOF.

Emails, POs, support tickets, portal changes or verbal requests have no contractual effect.

18.0A.5 Charges for any Software provided under an ASOF commence on the earliest of allocation, activation, configuration or first attempted use and are payable in accordance with Clause 11.

18.1 Licence Grant (Non-Exclusive, Revocable, Restricted Use)

(a) Airacom grants the Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable licence to use the Software solely for the Customer’s internal business operations.

(b) The Software is licensed, not sold. No ownership, title, intellectual property right or proprietary interest passes to the Customer.

(d) The licence terminates automatically and immediately upon any breach of this Agreement. Termination of the licence does not reduce, waive or cancel any Charges, all of which remain payable for the full Minimum Term.

(e) Where the Customer requires additional Software licences, modules, users or features beyond the quantities stated in the Order Form, these must be procured solely through a signed ASOF in accordance with Clause 18.0A.

18.2 Definition of “Software”

“Software” means all software, applications, modules, code (source or object), scripts, firmware, APIs, connectors, tools, documentation, updates, telemetry, usage data, logs, metrics, AI/ML components and derivative works supplied or made available by Airacom or its licensors, whether cloud-hosted, embedded, on-premise, virtualised or accessed remotely.

All telemetry, diagnostic data, logs, usage outputs and derived data remain the exclusive property of Airacom.

18.3 Licence Term

(a) The licence commences on the Effective Date and continues for the Minimum Term.
(b) If no Minimum Term is specified, a default Minimum Term of 36 months applies.
(c) Where Software is required for or forms part of a Service, the licence is strictly co-terminous with that Service and non-cancellable during the Minimum Term.
(d) Charges remain payable in full irrespective of usage, suspension, withdrawal or Customer breach.

18.3(e) Where Software is added via an ASOF, the licence term is co-terminous with the Minimum Term specified in that ASOF, which shall be the greater of (i) the remaining Minimum Term or (ii) thirty-six (36) months.

18.4 Data Removal, Privacy & Risk

(a) Before returning any equipment, the Customer must remove all personal, confidential or business data and perform secure erasure.
(b) Airacom accepts no liability for any data disclosure, loss, corruption or compromise arising from returned, exchanged or replaced equipment.
(c) Failure to remove data constitutes a material breach.
(d) Airacom may charge for data removal, secure wiping, destruction or related supplier costs caused by Customer failure to remove data.

18.5 Removal, Transport & Storage of Existing Equipment

(a) The Customer authorises Airacom to remove, disconnect, transport or store existing equipment at the Customer’s sole risk.
(b) Airacom shall have no liability for any resulting loss, damage, interruption, incompatibility or failure.
(c) The Customer shall indemnify Airacom for all claims, losses or charges arising from such removal.

18.6 Automatic Licence Renewal

(a) All Software licences automatically renew for successive 36-month terms unless either party provides no less than 90 days’ written notice expiring strictly at the end of the then-current term.
(b) Renewal is automatic, binding and non-cancellable.
(c) No verbal, informal or implied notice is valid.
(d) The Customer acknowledges that renewal is irrevocable unless notice is served strictly in accordance with this clause.
(e) Software licences ordered via ASOFs automatically renew in accordance with this Clause 18.6, unless stated otherwise in the executed ASOF.

18.7 Permitted Use & Prohibited Actions

The Customer shall not:

(a) modify, copy, reverse engineer, decompile, disassemble or create derivative works;
(b) sub-license, rent, lease, loan, sell, transfer or provide access to any third party;
(c) bypass or interfere with any licensing, metering or security controls;
(d) use the Software for unlawful, harmful or non-business purposes;
(e) exceed any user/device/usage limit;
(f) integrate the Software with other systems without written approval;
(g) use automated tools to test, benchmark or scan without consent;
(h) conduct penetration testing, vulnerability scanning or security assessment without prior written consent.

Any breach immediately terminates the licence without refund and without affecting the Customer’s obligation to pay all Charges for the Minimum Term.

18.7.1 Notwithstanding Clause 18.7, penetration testing or any form of security assessment may only be carried out where (a) the Customer has made a written request in advance, and (b) Airacom has expressly approved the request in writing through a director-level authorisation. Airacom may impose any conditions, restrictions, scheduling requirements or Charges it considers necessary. No testing is permitted without such written approval.

18.7.2 Any installation, activation, reconfiguration, module enablement or capacity increase performed without a signed ASOF shall be treated as unauthorised use. Airacom may immediately invoice all corresponding Charges and Minimum Term commitments as if a valid ASOF had been executed.

18.8 Security, Confidentiality & Protection

The Customer must:

(a) maintain strict confidentiality of the Software and all related materials;
(b) implement robust access controls, encryption, passwords and firewalls;
(c) restrict access to authorised personnel only;
(d) notify Airacom immediately of any suspected misuse, breach or compromise;
(e) retain all proprietary notices.

Failure to maintain adequate security constitutes a material breach.

18.9 Maintenance, Updates & Support

(a) Airacom shall provide reasonable support during the Minimum Term, including updates issued at its discretion.
(b) Airacom is not required to:
- i. develop new features;
- ii. maintain backwards compatibility with Customer systems;
- iii. provide on-site support unless separately contracted.
(c) Enhanced support requires a separate contract and attracts additional Charges.
(d) Airacom may suspend access for maintenance, security, licence compliance or non-payment without reducing or waiving Charges.

18.10 Third-Party Software

(a) Third-party software is supplied subject to its own licence terms.
(b) Airacom is not liable for defects, outages, bugs or manufacturer end-of-life decisions.
(c) The Customer must comply fully with all third-party licence obligations.

18.11 Warranties & Maximum Lawful Limitations

(a) Airacom warrants only that the Software will substantially conform to published documentation when used correctly.
(b) The Customer’s sole remedies are limited to:
- repair or replacement; or
- i. refund of licence fees paid in the previous 12 months.
(c) This Clause 18.11 applies equally to all Software supplied or activated under any ASOF.
(d) All other warranties are excluded to the fullest extent permitted by law, including fitness for purpose, uninterrupted availability, future compatibility, accuracy of outputs and immunity from cyber-events.
(e) Airacom is not liable for faults caused by Customer systems, networks, misconfiguration, third-party software or cyber-events.

18.12 Customer Indemnity

18.12 The Customer shall, to the fullest extent permitted by law, indemnify Airacom on a full and unlimited indemnity basis against all claims, losses, damages, penalties, fines, supplier charges and legal fees arising from:

(a) misuse, unlawful use or unauthorised access;
(b) breach of licence restrictions or IP rights;
(c) inadequate security or access controls;
(d) third-party access through the Customer;
(e) modification, integration or use without consent;
(f) regulatory, compliance or GDPR breaches;
(g) data loss, compromise or disclosure.

This indemnity is unlimited, primary, continuing, and survives termination.

18.13 Director’s Personal Guarantee

(a) Airacom may require one or more directors of the Customer to execute a Personal Guarantee (as a deed).

(b) Each Guarantor personally and irrevocably guarantees all sums due and all obligations under this Agreement.

(c) The Guarantee is continuing security and remains valid despite variations, extensions, indulgences, partial payments or insolvency.

(d) Airacom may refuse to supply Services until a Guarantee is executed.

18.13.5 The Guarantor’s obligations shall continue in full notwithstanding any variation, extension, renewal, assignment or other change to this Agreement, unless expressly released in a deed executed by Airacom.

18.14 Audit & Licence Compliance Suspension

Airacom may suspend Software access temporarily for audit, licence verification, usage validation or security assessment. Such suspension does not reduce or waive Charges or Minimum Term obligations.

19.0 Termination by Airacom

19.1 Termination for Convenience

Airacom may terminate the Agreement, any Service, or any part of a Service, at any time for any reason by giving the Customer not less than 30 days’ written notice.

Termination under this Clause:

(a) is at Airacom’s absolute discretion;
(b) does not require justification; and
(c) creates no liability whatsoever for Airacom.

The Customer shall have no right to any refund, credit, rebate, damages, compensation or reimbursement of any kind, including for:

(i) sunk or committed costs;
(ii) reliance or expectation loss;
(iii) loss of profit, revenue or business;
(iv) early termination of Customer contracts or leases;
(v) Customer internal costs or investments.

Nothing in this Clause 19.1 shall operate as a waiver of any other right or remedy available to Airacom.

19.2 Immediate Termination for Cause

Airacom may terminate the Agreement (in whole or in part) immediately by written notice, without liability, if any event under Clause 20.0 occurs or is reasonably suspected, including without limitation:

(a) Customer breach of contract;
(b) Customer Default under Clause 17;
(c) non-payment or late payment of any sum;
(d) fraud, misuse, illegal activity or security breach;
(e) refusal to provide access, information or cooperation;
(f) insolvency events, administration, liquidation or winding-up;
(g) material risk to network, security or regulatory compliance;
(h) breach of licence, IP rights or third-party terms;
(i) failure to execute a Director’s Personal Guarantee when required.
(j) the Customer attempts to order, amend, vary or request any Additional Service without a signed ASOF, or attempts to rely on an unsigned, incomplete or informal request to obtain Additional Services.

Airacom shall owe the Customer no refund, no damages and no compensation for any termination under this Clause.

19.3 No Refunds Under Any Termination Scenario

Where Airacom terminates either under Clause 19.1 (convenience) or Clause 19.2 (cause):

(a) all Charges, MMCs and Minimum Term Charges remain payable in full;

(b) all prepayments, deposits and upfront Charges are strictly non-refundable. All such sums are payable as primary contractual payment obligations and not as penalties. This includes all Charges for any Additional Services ordered via an ASOF, which remain fully payable for the entire Minimum Term set out in each executed ASOF.;

reimbursement of costs;
damages;
credits;
replacement services; or
loss of bargain.

19.4 Survival of Customer Obligations on Termination

Termination by Airacom under this Clause does not relieve the Customer of:

(a) any payment obligation up to the termination date;
(b) all Minimum Term Charges for all active Services;
(c) all Charges and all Minimum Term Charges relating to any Additional Services documented in an executed ASOF, all of which remain fully payable irrespective of termination.
(d) all enforcement costs under Clause 11;
(e) all indemnities, which remain fully enforceable;
(f) Equipment return obligations under Clause 6.0.
(g) where any ASOF contains blank, incomplete or contradictory entries, the terms in Clauses 1–34 and the applicable Schedule(s) apply automatically and conclusively.

19.5 Effect of Incomplete or Incorrect Order Forms

Where the Contract Summary Page, Order Form (Part 1 or Part 2), Notes Section or any ASOF is incomplete, contains omissions, contradictory entries, overwritten fields or blank fields, then:

(a) termination rights default strictly to this Clause 19;
(b) pricing, terms, Minimum Terms and obligations default automatically to Clauses 1–34 and Schedules 1–7;
(c) no omission or error may be interpreted as reducing, waiving or limiting Airacom’s rights;
(d) for Additional Services, any missing or incomplete ASOF field defaults to:
- i) the relevant Master Term;
- ii) the relevant Schedule(s); or
- iii) Airacom’s standard commercial terms;

whichever is most protective of Airacom.

19.6 No Restriction on Airacom’s Other Rights

The rights under this Clause are in addition to and do not limit any other termination or suspension rights under this Agreement, including Clauses 17, 20 and 21.

Airacom may exercise termination and suspension rights in any order and at any time.

20.0 Immediate Termination Events

Airacom may terminate the Agreement, any Service, or any part of a Service immediately on written notice, without liability, where any of the following events occur or are reasonably suspected to have occurred:

20.0A ASOF-Specific Termination Events

Airacom may terminate immediately under this Clause 20.0 where:

(a) the Customer fails to pay any Charge relating to an Additional Service ordered under an executed ASOF by the Due Date;
(b) the Customer disputes, withholds or delays any ASOF Charge for any reason;
(c) the Customer uses, activates or attempts to use Additional Services without a signed ASOF;
(d) the Customer refuses to sign an ASOF for Additional Services already requested, provisioned, allocated or used;
(e) any ASOF contains false, misleading, incomplete or inaccurate information;
(f) the Customer breaches any term of an ASOF, including Minimum Term, usage, licence, numbering or capacity restrictions.

Termination under this Clause 20.0A does not relieve the Customer of any ASOF Charges, all of which remain payable for the full Minimum Term.

20.1 Material Breach & Customer Default

(a) Any material breach of this Agreement not remedied within 10 Business Days of written notice.
(b) Any Customer Default under Clause 17, including refusal to provide access, information, credentials, or cooperation.
(c) Any breach of licence, intellectual property, confidentiality, security, or acceptable-use restrictions.

20.2 Financial Instability & Insolvency Events

The Customer:

(d) is unable to pay its debts within the meaning of the Insolvency Act 1986;
(e) enters negotiations with creditors;
(f) becomes subject to any petition, application, notice, intention, order or resolution for administration, winding up, liquidation or bankruptcy;
(g) has a receiver, administrative receiver or administrator appointed;
(h) has assets, equipment or goods seized, distrained, attached or subject to enforcement for more than 10 Business Days;
(i) suffers any analogous insolvency, restructuring or dissolution event in any jurisdiction;
(j) ceases, threatens to cease, or is reasonably expected to cease trading;
(k) in Airacom’s reasonable opinion, presents a material credit risk or financial instability jeopardising contractual performance.

20.3 Failure to Provide Mandatory Information, Access or Security

(l) The Customer fails to provide any required technical, security, access, configuration, numbering, or credential information within 5 Business Days of request.
(m) The Customer fails to maintain accurate billing details or declines to provide updated KYC or AML information when requested.
(o) The Customer fails to supply accurate, complete or timely information required for any ASOF, including user quantities, licence types, numbering details, configuration data or technical prerequisites.

20.4 Payment & Direct Debit Failures

(n) The Customer fails to maintain an active Direct Debit mandate or other approved payment mechanism required for the Charges.
(o) The Customer fails to pay any sum by the Due Date, whether disputed or undisputed, except where a valid dispute exists strictly under Clause 11.

20.5 Insurance, Compliance & Operational Requirements

(p) The Customer fails to maintain any mandatory insurance required by this Agreement.
(q) The Customer fails to implement or maintain required cybersecurity protections, access controls, firewalls, MFA, patching, or other operational prerequisites.
(r) Any action or omission by the Customer poses, in Airacom’s reasonable opinion, a risk to network integrity, security, regulatory compliance, or service continuity.

20.6 Unlawful, Misleading or Fraudulent Activity

(s) Airacom reasonably suspects any fraudulent, unlawful, improper, deceptive or misleading use of the Services.
(t) Any unauthorised access, hacking, credential compromise, toll fraud, SIM misuse or cyber-attack originating from or facilitated by the Customer environment.
(u) The Customer intentionally provides false, misleading or incomplete information.

20.7 Personal Incapacity (Non-Corporate Customer Only)

(v) Where the Customer is an individual or sole trader, the Customer becomes incapacitated or unable to manage their affairs.

20.8 Incomplete or Incorrect Contract Documents

Where the Contract Summary Page, Order Form (Part 1 or Part 2), Notes Section, or any ASOF is blank, incomplete, overwritten, inconsistent or ambiguous:

(a) termination rights default automatically to this Clause 20.0;
(b) all Missing or incomplete ASOF fields default to the applicable terms in Clauses 1–34 and Schedules 1–7;
(c) no omission, error or blank field limits or reduces Airacom’s termination rights;
(d) Airacom’s interpretation of any ambiguous ASOF entry prevails unless a director agrees otherwise in writing.

20.9 Effect of Immediate Termination

Termination under this Clause:

(a) is without liability to Airacom;
(b) does not reduce or waive any of the Customer’s payment obligations;
(c) triggers immediate payment of all Charges for the full remaining Minimum Term;
(d) requires the Customer to return all Airacom Equipment immediately;
(e) does not entitle the Customer to any refund, credit or compensation.
(f) all Charges relating to every executed ASOF become immediately due and payable for the full Minimum Term.

20.10 Additional Missing Protections Added

Explicit inclusion of cyber-security failures
Explicit inclusion of KYC/AML non-compliance
Explicit inclusion of misrepresentation
Explicit cross-default with Customer Default (17)
Automatic protection where documents contain blanks
Alignment with UK telecom/MSP precedent

20.11 Any breach, default or overdue balance under any other agreement between Airacom and the Customer (or any Customer Group Company) shall constitute an immediate termination event under this Agreement.

21.0 Termination for Non-Payment

21.1 Immediate Termination Right

If the Customer fails to pay any amount by the Due Date, Airacom may terminate the Agreement, any Service, or any part of a Service immediately on written notice, without further warning or liability. For the avoidance of doubt, non-payment of any invoice (disputed or undisputed) constitutes grounds for immediate termination, except where a valid dispute has been raised strictly in accordance with Clause 11.

21.2 Material Breach & Customer Default

Non-payment constitutes:

(a) an immediate material breach of this Agreement; and
(b) a Customer Default under Clause 17, triggering all associated suspension, enforcement and recovery rights.

21.3 Continuation of Charges After Termination

Termination for non-payment does not:

(a) reduce, limit or extinguish any liability for Charges;
(b) waive or release the Customer from any Minimum Term commitment;
(c) entitle the Customer to any refund, credit or reduction.

All of the following become immediately due and payable in full upon termination:

all Minimum Term Charges;
all Early Termination Charges;
all recurring Charges to the end of the Minimum Term;
all Charges for any Additional Services ordered under an ASOF;
all Equipment, installation, licence, usage, and third-party pass-through costs.

21.4 Airacom’s Recovery & Enforcement Rights

Upon or following termination for non-payment, Airacom may recover:

(a) statutory interest and late-payment compensation under the Late Payment of Commercial Debts (Interest) Act 1998;
(b) administrative recovery fees;
(c) legal costs on a solicitor–client basis;
(d) enforcement-agent and debt-recovery fees;
(e) reconnection, reinstatement or reactivation charges;
(f) costs of tracing, repossession and recovery of Equipment.

These sums are recoverable as a primary contractual obligation, not damages. Airacom’s lien over Customer property, data or materials shall continue in full until all sums have been paid in cleared funds.

21.4A Reinstatement Following Non-Payment. Any reinstatement, reconnection, reactivation, configuration, reconfiguration, re-provisioning or engineering work following suspension or termination for non-payment constitutes an Additional Service and requires a signed ASOF.

Airacom has no obligation to reinstate any Service until:

(a) all outstanding sums have been paid in cleared funds; and
(b) the Customer has executed a new ASOF covering all reinstatement, engineering, configuration or supplier costs.

No reinstatement work shall occur based on emails, tickets, POs, portal requests or verbal instructions.

21.4B No Automatic Reinstatement. Airacom shall have no obligation to reinstate any suspended or terminated Service. Any reinstatement is at Airacom’s sole discretion and subject to a signed ASOF and advance payment.

21.5 Suspension Prior to Termination

Before or instead of termination, Airacom may immediately:

(a) suspend any Service;
(b) restrict access, credentials, numbering, routing, licences or configuration;
(c) block porting requests;
(d) apply liens over Customer equipment, data or materials in Airacom’s possession. Suspension does not stop Charges accruing.

Failure to sign an ASOF does not relieve the Customer of payment where Services have been activated, provisioned or used at the Customer’s request.

21.6 Payment Method Failures

Failure to maintain an active Direct Debit or other approved payment method constitutes non-payment and entitles Airacom to terminate under this Clause.

21.7 Protection Where Order Forms Are Blank or Incomplete

Where the Contract Summary Page, Order Form (Part 1 or Part 2), or Notes Section contains omissions, blanks, overwriting or inconsistencies, this Clause 21 applies in full.

No absence or ambiguity in those documents shall:

restrict Airacom’s right to terminate for non-payment;
reduce the Customer’s payment obligations;
delay any enforcement right.

21.8 Survival

All Customer payment obligations, Minimum Term commitments, indemnities, recovery rights and liens under this Agreement survive termination under this Clause 21.

22.0 Suspension in Lieu of Termination

22.1 Immediate Suspension Right

Airacom may suspend any Service, or any component of a Service, immediately and without liability, at its sole discretion, where any of the following apply:

(a) any Immediate Termination Event under Clause 20 occurs or is reasonably suspected;
(b) any invoice or part of an invoice remains unpaid after the Due Date;
(c) Airacom reasonably believes the Customer is, or may become, unable to meet its contractual obligations;
(d) a Customer Default exists under Clause 17;
(e) suspension is required for operational, technical, regulatory, legal, compliance, safety or security reasons;
(f) the Customer disputes an invoice outside the permitted dispute window under Clause 11 or 13.6;
(g) the Customer fails to provide access, information, approvals, configuration, permissions, credentials or cooperation required for delivery, support or fault resolution.
(h) any Additional Service, licence, user, number, feature or software module has been activated, allocated, provisioned, configured or supplied following a request from the Customer, whether or not the corresponding ASOF has been fully completed or signed.
(i) Airacom reasonably believes that continued service presents a financial, operational, security or revenue-risk, including excessive, abnormal or suspicious usage patterns.

Suspension may be applied to any or all Services, in whole or in part, regardless of whether the cause relates to a specific Service.

22.2 Consequences of Suspension

Suspension:

(a) does not stop Charges accruing;
(b) does not reduce the Minimum Term;
(c) does not entitle the Customer to any refund, credit or compensation;
(d) does not constitute a breach by Airacom;
(e) does not relieve the Customer from its payment obligations.
(f) all Response Times, SLAs, fix targets and uptime commitments (whether contractual or indicative) are automatically disapplied during suspension.
(g) suspension does not pause, extend, toll or defer the Minimum Term or any ASOF Minimum Term.

Suspension does not reset, restart or reduce any Service levels, timelines or obligations applicable to the Customer. Suspension may also apply to any Additional Services ordered under an ASOF, whether or not the ASOF is fully completed or signed, where activation or provisioning has commenced at the Customer’s request.

22.3 Conditions for Reinstatement

Reinstatement will only occur when:

(a) all outstanding sums (including interest) are paid in full;
(b) all reactivation, administration, engineer, and supplier charges are paid;
(c) any required technical verification, audit, or reconfiguration is completed to Airacom’s satisfaction;
(d) all Customer Defaults have been fully remedied.
(e) where an ASOF is outstanding or incomplete, reinstatement is conditional upon execution of the required ASOF.
(f) all reinstatement, reactivation and supplier charges are strictly non-refundable and must be paid prior to reinstatement.

Airacom has no obligation to reinstate any suspended Service, and reinstatement may be refused at Airacom’s absolute discretion.

22.4 Suspension Does Not Prevent Termination

Suspension under this Clause does not limit or restrict Airacom’s right to:

(a) terminate under Clauses 19, 20 or 21;
(b) suspension of any Service may be applied as a cross-default across all Services, regardless of which Service the issue relates to.
(c) recover all Charges for the full Minimum Term;
(d) exercise any right of repossession, lien or enforcement.
(e) suspension shall not constitute repudiatory breach and shall not entitle the Customer to terminate, challenge Charges, or seek damages.

22.5 Protection Where Contract Documents Are Blank or Incomplete

Where the Contract Summary Page, Order Form (Part 1 or Part 2), or Notes Section contains blanks, omissions, overwritten fields or inconsistencies:

(a) this Clause 22 applies in full;
(b) Airacom’s right to suspend is not restricted or delayed;
(c) no ambiguity or incomplete entry shall benefit the Customer.
(d) any absence, contradiction or blank entry in an ASOF does not delay or restrict reinstatement conditions under Clause 22.3.

22.6 Survival

All obligations relating to Charges, Minimum Term, indemnities, recovery rights and the consequences of suspension survive suspension and continue to apply until all sums have been paid in full. Airacom’s lien over Customer property, data, configurations, numbering and credentials continues throughout suspension.

23.0 Early Termination by Customer

If the Customer terminates the Agreement, or any Service, in whole or in part, the following provisions apply in full.

23.1 Customer Obligations on Early Termination

The Customer shall:

(a) give notice strictly in accordance with Clauses 17.6–17.8 (Term, Renewal & Notice Requirements);
(b) pay all Early Termination Charges, including all remaining Minimum Term Charges, MMCs, usage commitments and any supplier-mandated charges; including all Charges for Additional Services ordered through any ASOF. For the avoidance of doubt, ASOF Minimum Terms are standalone contractual commitments and continue to apply independently of the Agreement’s termination;
(c) pay an administration fee of £495 + VAT per terminated Agreement or Service, in addition to all other Charges;
(d) return all Equipment in full compliance with Clause 6 (Ownership, Risk & Insurance);
(e) pay all costs of recovery, including legal fees on a solicitor–client basis, enforcement-agent fees, tracing costs and engineering charges;
(f) acknowledge that non-use, dissatisfaction, delay, staged delivery, partial installation, migration issues, or internal Customer changes do not create any right to terminate early unless expressly permitted by this Agreement;
(g) pay all Charges, MMCs, usage commitments, licence fees and supplier pass-through costs that would have been due for the remainder of the Minimum Term.

All sums under this Clause become immediately due and payable upon termination.

23.2 No Early Termination Except as Expressly Permitted

The Customer may not terminate the Agreement, or any Service, before expiry of the Minimum Term or any Extended Term except strictly in accordance with this Clause 23. Any attempted early termination made otherwise is invalid, ineffective and constitutes a Customer Default. This prohibition applies equally to all Additional Services ordered via an ASOF, each of which is non-cancellable for its full Minimum Term.

23.3 Enforceability of Early Termination Charges

(a) The Customer acknowledges that the Early Termination Charges represent a genuine pre-estimate of Airacom’s loss, reflecting: Subsidised pricing; supplier commitments; network, licence and platform costs; engineering and operational overheads. The same genuine pre-estimate of loss applies in full to all ASOF-based Additional Services.
(b) The Customer waives any right to argue that Early Termination Charges constitute a penalty.
(c) The Customer further waives any right to rely on: Frustration; repudiation; substantial failure of performance; economic hardship; business change; internal restructuring; procurement policy changes; funding issues; withdrawal of use or partial use; except where such waiver is prohibited by mandatory law.
(d) Early Termination Charges remain fully enforceable irrespective of: Suspension under Clause 22; any Customer breach; reduced usage; partial delivery; delayed delivery; Customer-side dependencies; dissatisfaction with performance; changes in Customer systems, environment or business.

23.4 Protection Where Contract Documents Are Blank or Incomplete

Where the Contract Summary Page, Order Form (Part 1 or Part 2), Notes Section, or any ASOF contains blanks, omissions, overwritten fields, inconsistencies or missing entries:

(a) the Minimum Term defaults to sixty (60) months in accordance with Clause 17.6;
(b) all Early Termination Charges apply in full, including those relating to any Additional Services ordered through an ASOF;
(c) no ambiguity, omission or clerical error limits, waives or reduces Airacom’s rights under this Clause 23 or under any ASOF.

23.5 Survival

All obligations relating to Early Termination Charges, MMCs, usage commitments, indemnities and payment obligations survive termination until all sums are paid in full.

23.6 Airacom shall have no obligation to mitigate any loss arising from early termination, and the Customer acknowledges that all Charges for the remainder of the Minimum Term are fully enforceable without deduction.

24.0 Additional Services (ASOF) on Termination

24.1 All Additional Services ordered through any Additional Services Order Form (ASOF) shall automatically terminate when the Agreement or relevant Service terminates.

24.2 The Customer remains liable for all remaining Minimum Term Charges for each Additional Services ordered under an ASOF. These sums:

(a) become immediately due and payable in full upon termination;
(b) are a primary contractual payment obligation, not damages; and
(c) apply whether or not the Customer has used the Additional Service Item.
(d) Charges for all Additional Service Items begin immediately upon activation, allocation, configuration or provisioning, regardless of signature timing, usage or subsequent termination.

These sums constitute a primary contractual payment obligation and are not capable of reduction, set-off, challenge, dispute or withholding under any circumstances.. For the avoidance of doubt, all ASOF obligations under Clause 17.11 continue to apply in full upon and after termination.

24.3 Failure to pay any such sums constitutes an immediate material breach, triggering Airacom’s enforcement rights under Clauses 11 (Charges & Payments) and 17 (Customer Default, Recovery, Suspension & Acceleration).

24.4 No Reduction or Cancellation

No Additional Service ordered under any ASOF may be cancelled, reduced, suspended or withdrawn during its Minimum Term. Termination of the main Agreement does not extinguish or reduce any Charges due for Additional Services ordered through an ASOF.

24.5 Protection Where ASOF or Contract Documents Are Blank or Incomplete

Where any field in an ASOF relating to Additional Services, or any corresponding section of the Contract Summary Page, Order Form (Part 1 or Part 2), or Notes Section, is blank, incomplete, ambiguous, overwritten or inconsistent:

(a) the Minimum Term for each Additional Service defaults automatically to 36 months or the remaining Minimum Term of the Agreement, whichever is greater;
(b) all Charges for the Additional Services remain fully enforceable for the entire Minimum Term;
(c) Airacom’s written interpretation shall prevail unless expressly overridden in a written variation signed by a director of Airacom; and
(d) where the ASOF is silent or incomplete, all applicable terms under Clauses 1–34 and Schedules 1–7 apply automatically and conclusively.

24.6 Survival

This Clause 24 survives termination or expiry of the Agreement until all Charges, Minimum Term Charges and Additional Service Item Charges have been paid in full.

24.7 Where any conflict arises between the ASOF, the Contract Summary Page, the Order Form or any communication, this Clause 24 prevails in respect of all Additional Services, Minimum Term obligations, Early Termination Charges and payment liability.

25.0 Consequences of Termination

For the avoidance of doubt, termination of the Agreement or any Service shall not cancel, waive, reduce or extinguish any Charges or Minimum Term obligations arising under any Additional Services Order Form (ASOF). All ASOF Charges remain fully enforceable for the full Minimum Term of each ASOF.

25.1 Immediate Financial Consequences

Upon termination of the Agreement or any Service, for any reason:

(a) All outstanding invoices become immediately due and payable in full.
(b) Airacom may issue a final invoice for all Charges, usage, Additional Services ordered through an ASOF, Equipment, support or other items supplied but not yet invoiced; such invoice is payable immediately.
(c) The Customer must immediately return all Equipment not fully paid for. Failure to return permits Airacom to enter the Customer’s premises to recover the Equipment in accordance with Clause 6.0, and Airacom may charge rental or daily fees until recovery.
(d) The Customer remains liable for all Minimum Term Charges, Early Termination Charges, Additional Service Item Charges, and all other Charges that would have become due for the remainder of the Minimum Term, including all Charges for any Additional Services ordered via any ASOF under Clause 17.11.
(e) Airacom may withhold, revoke, retain, reassign, suspend or permanently withdraw any numbering resources, SIP credentials, routing tables, licences, configurations, call flows, data, materials and system access until all sums are paid in full, including all Minimum Term Charges, ASOF Charges and Early Termination Charges. Airacom is under no obligation to provide porting, transfer, migration or transition assistance until payment is made in full, subject only to mandatory Ofcom regulations.
(f) Airacom may charge ongoing rental, service or daily fees for any unreturned Equipment until it is returned or recovered.
(g) Partial or selective termination is prohibited. Termination of one Service does not reduce or affect Charges, Minimum Terms or obligations for any other Service.
(h) Any attempt by the Customer to claim partial, selective, or segmented termination is void and unenforceable.
(i) Airacom may condition the release, transfer or porting of any numbering resources on full payment of all outstanding Charges, subject to Ofcom rules.

25.2 Accrued Rights and Continuing Obligations

Termination does not affect any rights, remedies, liabilities or obligations that have accrued prior to termination.

All clauses relating to Charges, Minimum Terms, liability, indemnity, confidentiality, intellectual property, recovery, enforcement, Customer Default and survival continue in full force.

25.3 Small Business Customers (Statutory Carve-Out)

Where mandatory law grants early-termination rights to Small Business Customers, such rights apply only to the minimum extent required by law and only where Services have not commenced. For all other circumstances, the Customer remains fully liable for all Minimum Term Charges.

25.4 Aggregation of Remaining Minimum Term Charges

For early termination purposes, all remaining Minimum Term Charges across all Services, including those under Clause 17.11 (Additional Services ordered through an ASOF), shall be aggregated and treated as a single enforceable contractual debt, due immediately upon termination.

25.5 Protection Where Contract Summary/Order Forms Contain Errors or Blanks

Where any term, pricing, duration, Minimum Term or Service detail in the Contract Summary Page, Order Form (Part 1 or Part 2) or Notes Section is blank, inconsistent, overwritten, ambiguous or missing:

(a) the corresponding term in these Conditions or in the Schedules automatically applies;
(b) the Customer remains liable for all aggregated Minimum Term Charges, including all Minimum Term Charges and ASOF Minimum Term Charges as determined under Clauses 17.11 and 24.; and
(c) no omission, blank field or clerical error reduces, waives or limits the Customer’s payment obligations.

25.6 Survival

This Clause 25 survives termination or expiry until all sums payable to Airacom have been paid in full.

25.7 No Defence Based on Non-Use or Dissatisfaction

Termination does not entitle the Customer to argue non-use, part-use, under-use, dissatisfaction, delay, staged delivery, migration issues, compatibility issues, internal changes or operational shifts as a defence to the payment of any Charges, Minimum Term Charges or ASOF Charges.

26.0 Assignment and Dealings

26.1 Airacom’s Assignment Rights

Airacom may at any time assign, transfer, novate, subcontract, mortgage, charge or otherwise deal with any or all of its rights or obligations under this Agreement, in whole or in part, without the Customer’s consent. The Customer irrevocably consents in advance to any novation required by Airacom, any Group Company, or any successor, assignee, or acquiring entity.

26.1A Any assignment, transfer or novation by Airacom applies automatically to all Additional Services ordered under any ASOF, and the Customer remains fully liable for all ASOF Charges for the full Minimum Term. No assignment or novation affects the enforceability of ASOF obligations.

26.2 Customer Assignment Restrictions

The Customer shall not assign, transfer, novate, charge, subcontract or otherwise deal with any right or obligation under this Agreement without Airacom’s prior written consent, which may be withheld or conditioned at Airacom’s sole discretion. For the purposes of this Clause, any change of control, ownership, shareholding or management of the Customer shall be deemed an attempted assignment and requires Airacom’s prior written consent. For the purposes of this Clause, any merger, consolidation, corporate restructuring, change in beneficial ownership, transfer of assets, rebranding or business-successor arrangement shall constitute an assignment requiring Airacom’s prior written consent.

26.2A Airacom shall not be required to provide consent to any assignment where, in its reasonable opinion, the proposed assignee presents a credit risk or may be unable to fulfil the Customer’s payment obligations.

26.3 Void Assignments

Any assignment, transfer, novation, declaration of trust or other dealing attempted by the Customer without Airacom’s prior written consent is void, unenforceable and of no effect, and constitutes a material breach.

26.3A Any unauthorised assignment does not release any Guarantor from obligations under any Personal Guarantee executed pursuant to this Agreement.

26.4 Protection Against Order Form Errors

Where any Contract Summary Page, Order Form (Part 1 or Part 2) or Notes Section contains a blank, error, omission or inconsistency concerning assignment restrictions, this Clause 26.0 automatically applies in full and prevails.

26.4A Where any ASOF contains omissions, blanks, inconsistencies or overwritten fields, all assignment and non-assignment protections under this Clause 26 apply automatically and conclusively.

26.5 Survival

This Clause continues in force after termination or expiry.

26.5A All liabilities, Charges, Minimum Term commitments and ASOF obligations survive any Customer restructuring, merger, demerger, asset transfer or change in control. Airacom may treat any successor entity as the Customer for enforcement purposes.

26.5B Any unauthorised assignment constitutes an immediate Customer Default under Clause 17 and an Immediate Termination Event under Clause 20.

27.0 Notices

27.1 Valid Methods of Service

All notices under this Agreement must be served only by the following methods:

(a) hand delivery;
(b) first-class post or next-day delivery;
(c) commercial courier;
(d) email (billing and general notices only) to accounts@airacom.com;
(e) email (legal notices only) to legal@airacom.com.
(f) Notices submitted via portals, procurement systems or automated platforms are invalid and deemed not served.
(g) Any notice relating to an Additional Services Order Form (ASOF), including amendments, cancellations, Minimum Term queries or disputes, must also be served strictly in accordance with Clause 27.1. Any ASOF notice served by any other method is invalid.

Any Customer legal notice not sent to legal@airacom.com is invalid and deemed not served.

27.2 Deemed Receipt

Unless proven otherwise by Airacom, notice is deemed received:

(a) hand delivery – at the time of delivery;
(b) first-class post – 09:00 on the second Business Day after posting;
(c) courier – when signed for;
(d) email – one Business Day after transmission, provided it is sent to the correct email in Clause 27.1. Email transmission logs, postal receipts or courier confirmations are conclusive evidence of service.

27.3 Invalid Service

Notices sent to any Airacom address, email, department, employee or mailbox other than those listed in Clause 27.1 are invalid, ineffective and deemed not served.

27.4 Exclusion for Proceedings

This Clause does not apply to service of legal proceedings, which must be served in accordance with Civil Procedure Rules.

27.5 No Effect of Internal Issues

Receipt is not affected by internal routing delays, spam filters, security controls, staff absence, system filtering or technical issues within Airacom’s environment.

27.6 Protection Against Order Form or Notes Section Errors

Where any notice-related field in the Contract Summary Page, Order Form (Part 1 or Part 2), Notes Section, or any ASOF is blank, incomplete, ambiguous, overwritten or inconsistent, the requirements of this Clause 27 apply automatically and conclusively. No omission or clerical error limits or alters notice requirements.

28.0 Severance

28.1 Invalid or Unenforceable Provisions

If any provision of this Agreement is found by any court or competent authority to be invalid, unlawful or unenforceable, that provision shall be interpreted, modified or reduced only to the minimum extent necessary to render it valid and enforceable while preserving, to the fullest extent possible, Airacom’s original commercial intent and economic position.

28.2 Deletion Where Modification Is Impossible

Where modification under Clause 28.1 is not legally possible, the invalid or unenforceable provision shall be deemed deleted, but only to the extent required.

28.3 Agreement Remains Fully Effective

All remaining provisions shall continue in full force and effect and shall not be affected, impaired or invalidated.

28.4 Protection Against Order Form or Notes Section Errors

If the severed provision relates to any term that appears incomplete, ambiguous or omitted on the Contract Summary Page, Order Form (Part 1 or Part 2) or Notes Section, then the corresponding provisions in these Master Terms (Clauses 1–34 and Schedules 1–7) shall automatically apply and prevail. Where any ambiguity arises from blank, inconsistent, overwritten or incomplete fields in the Contract Summary Page, Order Form (Part 1 or Part 2), Notes Section or any ASOF, Airacom’s written interpretation shall apply conclusively unless expressly varied in a written agreement signed by a director of Airacom.

28.4A Where any ASOF is incomplete, ambiguous or contains conflicting entries, the corresponding term in Clauses 1–34 and Schedules 1–7 shall apply automatically. No ASOF omission limits Airacom’s rights.

28.5 No Impact on Airacom’s Rights

The severance of any provision shall not affect:

(a) Airacom’s rights, remedies or ability to enforce any surviving term; or
(b) the Customer’s obligations, which remain binding to the fullest extent permitted by law, including all Minimum Term obligations relating to any Additional Services ordered through an ASOF, which remain fully enforceable notwithstanding any severance.

29.0 Survival of Key Terms

29.1 Surviving Provisions

The following provisions survive termination or expiry of this Agreement for any reason and remain fully binding until all obligations are satisfied in full:

(a) Charges, Payment and Debt Recovery (Clause 11);
(b) Minimum Terms, Early Termination, Add-Ons and Renewal (Clause 17 including 17.11);
(c) Customer Indemnities and Security Obligations (Clauses 17 & 18);
(d) Limitation of Liability (Clause 16);
(e) Exclusions (Clause 14);
(f) Force Majeure (Clause 15);
(g) Software Licensing, IP Rights, all licence restrictions, auto-renewal terms and all data-ownership rights (Clause 18).
(h) Termination Consequences (Clause 25);
(i) Assignment and Dealings (Clause 26);
(j) Director’s Personal Guarantee (Clause 18.13);
(k) Confidentiality and Intellectual Property (whether within this Agreement or any Schedule).
(l) The ASOF Minimum Term, ASOF pricing, ASOF interpretation and ASOF default-term rules (including all provisions requiring 36-month or coterminous terms where ASOF fields are blank).
(m) All lien, repossession, withholding, retention, port-blocking, acceleration and enforcement rights (Clauses 6, 11, 17, 21, 22 and 25).

29.2 Continuing Financial Obligations

All payment obligations survive termination in full, including:

(a) all outstanding Charges and invoices;
(b) all Minimum Term Charges;
(c) all Early Termination Charges;
(d) all Additional Services Charges under any ASOF;
(e) all interest, costs, fees, enforcement fees, legal fees (solicitor–client basis) and recovery expenses.

29.3 No Release Upon Termination

Termination does not release, reduce, waive or extinguish any accrued obligation. All surviving obligations remain enforceable as primary obligations, not secondary or contingent obligations. All such obligations continue as independent and primary payment obligations.

29.4 Protection Against Order Form or Notes Section Errors

If any term relating to survival is absent, incomplete, ambiguous or omitted from the Contract Summary Page, Order Form (Part 1 or Part 2) or Notes Section, this Clause 29.0 prevails automatically, and the survival of all listed clauses applies in full.

29.5 Duration of Survival

All surviving clauses continue indefinitely to the extent necessary for:

(a) enforcement, recovery and protection of Airacom’s rights;
(b) compliance with law;
(c) preservation of liabilities, indemnities, guarantees and IP rights.

30.0 No Partnership or Agency

30.1 Status of the Parties

Nothing in this Agreement shall be interpreted as creating or implying any partnership, joint venture, agency, fiduciary duty, employment relationship or franchise between the Parties. Each Party contracts as an independent business acting on its own behalf.

30.2 No Authority to Bind Airacom

The Customer has no authority, whether actual, implied or apparent, to:

(a) bind Airacom;
(b) incur liability on Airacom’s behalf;
(c) make representations, warranties or commitments in Airacom’s name.

Any attempt to do so is void and of no effect. For the avoidance of doubt, the Customer has no authority to order, amend, vary or commit Airacom to any Additional Service, Software licence or commercial change except through an ASOF validly executed by a director of Airacom.”

30.3 No Reliance on Implied Relationships

No course of dealing, cooperation, assistance, shared resources, joint meetings, branding, integrations, instructions or combined efforts shall create or imply any partnership, agency or joint venture.

30.4 No Effect of Order Form or Document Omissions

If the Contract Summary Page, Order Form (Part 1 or Part 2) or Notes Section is incomplete, ambiguous or omits status language, this Clause 30.0 applies automatically and conclusively, and any contrary or implied interpretation is expressly excluded. Where any ASOF contains omissions, blanks, ambiguities or contradictory entries, this Clause 30.0 applies in full and conclusively. No ASOF omission creates or implies any partnership, agency or authority.

30.5 Customer Indemnity for Misrepresentation of Authority

The Customer shall indemnify Airacom on a full, primary, unlimited and continuing indemnity basis against all losses, liabilities, damages, penalties, enforcement costs and solicitor–client legal fees arising from any actual or alleged representation, warranty, commitment, promise or action by the Customer purporting to bind Airacom. This indemnity survives termination.

31.0 Third-Party Rights

31.1 No General Third-Party Rights

Except as expressly stated in this Clause 31, no third party shall have any rights to enforce any term of this Agreement under the Contracts (Rights of Third Parties) Act 1999.

No consent from any third party is required for any amendment, variation or termination of this Agreement, including any ASOF.

31.2 Permitted Third-Party Beneficiaries

Airacom’s licensors, suppliers, finance providers and Airacom Group Companies may enforce the following obligations as third-party beneficiaries:

(a) all intellectual property protections;
(b) all licensing restrictions and Software terms (Clause 18);
(c) confidentiality and data-protection obligations;
(d) payment obligations relating to pass-through, supplier, licence or platform fees;
(e) indemnities which expressly benefit such third parties.

These rights apply equally to all Additional Services ordered under any ASOF.

31.3 No Expansion of Rights

Nothing in this Clause creates any additional rights for third parties beyond those expressly stated.

No implied or incidental third-party rights arise from usage, integrations, shared systems, cooperation with suppliers, or joint service delivery.

31.4 Protection Where Contract Documents Are Blank or Incomplete

Where the Contract Summary Page, Order Form (Part 1 or Part 2), Notes Section or any ASOF contains blanks, omissions, overwritten fields, inconsistencies or missing entries:

(a) no additional third-party rights arise;
(b) this Clause 31 applies automatically and conclusively;
(c) the Customer may not rely on any incomplete documentation to assert, imply or create any third-party benefit.

31.4A ASOF Non-Creation of Third-Party Rights

No ASOF — whether complete, incomplete, unsigned, partially signed or containing ambiguous fields — grants any third-party rights unless expressly stated in this Agreement and signed by a director of Airacom.

31.5 Airacom’s Reserved Rights

Airacom may add, remove or amend the list of third-party beneficiaries (including licensors and Airacom Group Companies) without the Customer’s consent where required for legal, licensing, supplier, operational or compliance reasons.

Such amendments do not give rise to any Customer termination right, refund request or reduction of Charges.

32.0 Variation

32.1 Formal Variations

No variation, amendment or modification of this Agreement is valid unless:

(a) it is in writing; and
(b) it is expressly issued and signed by a director of Airacom.

No email, verbal communication, draft, proposal, support ticket, or communication from any Airacom personnel below director level constitutes a valid variation. Each ASOF constitutes a formal variation and is only valid when signed by the Customer’s authorised signatory and by a director of Airacom. No Additional Service, licence, user, feature, number, upgrade, module or configuration shall constitute a valid variation unless ordered through a fully executed ASOF.

32.2 Unilateral Variation by Airacom

Airacom may update, revise, amend or replace these Conditions, any Schedule, Tariff, price list, technical specification or operational policy at any time. Such updates shall take effect:

(a) immediately upon publication on Airacom’s website; or
(b) immediately upon written or email notice to the Customer, at Airacom’s discretion.

32.3 Irrevocable Acceptance by Continued Use

Continued use of any Service following the effective date of any update constitutes the Customer’s irrevocable and binding acceptance of the updated terms. The Customer shall have no right to reject, refuse, dispute or withhold payment on the basis of any update permitted under this Clause.

32.4 Customer Responsibility to Monitor Updates

The Customer is solely responsible for reviewing and monitoring the most current version of Airacom’s Conditions. Lack of awareness, failure to check for updates, or internal oversight shall not invalidate any update or relieve the Customer of any obligation.

32.5 No Customer Variation Rights

The Customer may not propose or impose any variation (including via purchase order terms, procurement portals, onboarding systems, or internal policy documents). All such variations are expressly rejected unless signed by a director of Airacom under Clause 32.1.

32.5A Any Customer purchase order terms, email footers, portal conditions or system-generated text are expressly excluded and have no contractual effect. Any system requirement to ‘click to accept’, upload a file, select a box, or proceed through an automated workflow does not vary or amend this Agreement.

32.6 Protection Where Order Form Is Incomplete

Where the Contract Summary Page, Order Form (Part 1 or Part 2) or Notes Section is incomplete, ambiguous, overwritten, missing required entries, or contains conflicting wording, this Clause 32 applies automatically and conclusively. No defect or omission in any Order Form shall delay, suspend, modify or limit Airacom’s rights to update, revise or replace Conditions under this Clause.

32.7 No Requirement for Customer Consent

To the fullest extent permitted by law, Airacom’s right to update or amend these Conditions under this Clause does not require, and is not contingent upon, any Customer approval, countersignature, acknowledgement or confirmation.

33.0 Governing Law & Jurisdiction

33.1 Governing Law

This Agreement and all non-contractual obligations arising out of or in connection with it shall be governed exclusively by the laws of England and Wales.

33.2 Exclusive Jurisdiction

The Parties submit irrevocably and unconditionally to the exclusive jurisdiction of the courts of England and Wales. The Customer waives irrevocably any objection to jurisdiction on the grounds of inconvenient forum, conflict of laws, or that proceedings have been brought in an inappropriate forum. The Customer acknowledges that it is contracting strictly on a business-to-business basis and waives any right to refer disputes to any consumer, ombudsman, ADR or regulatory dispute-resolution body.

33.3 No Alternative Forums

No other jurisdiction, court, tribunal, arbitration body, online dispute portal, consumer forum, procurement platform, or foreign authority shall have jurisdiction over any dispute, unless expressly agreed in writing and signed by a director of Airacom. For the avoidance of doubt, no foreign court, data-protection authority, ombudsman, card-scheme dispute process, online dispute mechanism, procurement portal or automated dispute platform shall have any jurisdiction or authority over this Agreement.

33.4 Order Form Incompleteness Protection

If any Order Form (including the Contract Summary Page, Part 1, Part 2, or Notes Section) is incomplete, unclear, missing information, or contains conflicting entries, this Clause 33 applies automatically and conclusively. No defect in any Order Form limits or modifies Airacom’s Governing Law or Jurisdiction rights.

33.5 Multi-Entity Structures

Where the Customer operates through group companies, subsidiaries or affiliated entities, the Customer warrants that all such entities agree to this exclusive jurisdiction. All disputes shall be brought solely in the courts of England and Wales, irrespective of the Customer’s country of registration or operational location. Where Services are used by or delivered to any Customer Group Company, each such entity is deemed to have accepted this Clause 33 as if it were an original contracting party.

33.6 Preservation of Airacom Enforcement Rights

Airacom may pursue debt recovery, enforcement, asset recovery, injunctive relief or emergency relief in any jurisdiction where Customer assets are located. This does not create reciprocal rights for the Customer, nor does it constitute submission by Airacom to any foreign jurisdiction. This Clause does not restrict Airacom’s right to enforce judgments internationally, pursue asset recovery in any jurisdiction, or register English judgments abroad for enforcement.

34.0 Company Information

34.1 The contracting entity under this Agreement is:

Airacom Limited
Company Number: 07675722
Registered Office: 3rd Floor, 207 Regent Street, London, W1B 3HH, United Kingdom
VAT Registration Number: GB 118 9417 95
Ofcom RID Code: QBA
Website: www.airacom.com

34.2 The Customer acknowledges and agrees that:

(a) Airacom Limited is the sole contracting entity, irrespective of any trading styles, brand names, websites, marketing materials, portals or documentation used;
(b) no other Airacom group company, affiliate or trading name is a party to this Agreement unless expressly stated and signed by a director of Airacom Limited;
(c) any incomplete or inconsistent entity details on the Contract Summary Page, Order Form (Part 1 or Part 2), or Notes Section default automatically to the entity listed in Clause 34.1;
(d) any clerical, formatting or administrative errors shall not affect or limit the enforceability of this Agreement;
(e) the Customer waives any right to dispute the identity of the contracting entity once Services have commenced or any Charges have been incurred.
The Customer shall not dispute the identity of the contracting entity once any Service has been delivered, activated or used.

34.3 Airacom may update its registered office, trading address or corporate details by notice or publication on its website. Such update does not constitute a variation of this Agreement.

SCHEDULE 1 — FIXED NETWORK SERVICES

This Schedule forms part of the Airacom Master Services Agreement. Clauses 1–34 apply in full and prevail over any conflicting wording unless expressly amended herein.

1. DEFINITIONS

Fixed Network Services: All fixed-line, SIP, VoIP, hosted telephony, PSTN/ISDN replacement, FTTC/FTTP/SOGEA/SOGFast broadband, DIA, leased lines, Ethernet, MPLS, SD-WAN, SIP trunks, call bundles, and any fixed voice/data service delivered or billed by Airacom.

Access Circuit: The physical or virtual medium (copper, fibre, bearer, Ethernet tail, duct, local loop, or equivalent) used to deliver connectivity.

Carrier Network: Any third-party network or infrastructure used by Airacom to provide the Services.

Service Activation Date – The earliest of:

(a) Access Circuit installation,
(b) router/CPE dispatch,
(c) activation on the Carrier Network,
(d) SIP/VoIP routing enabled,
(e) number port initiated or completed,
(f) configuration/provisioning completed — whether or not the Customer is ready to use the Service.

CPE (Customer Premises Equipment): Any router, firewall, handset, ONT, modem or network device supplied, installed or supported by Airacom.

1A. CONTRACTUAL INTERPRETATION & DEFAULT RULE

1A.1 If any field, price, quantity, allowance, term, service description or other entry on the Order Form (Part 1 or Part 2) is: Blank, incomplete, illegible, ambiguous, overwritten, inconsistent, marked “TBA”, “0”, “N/A”, a dash “–”, left for later completion, or disputed after signature—then the corresponding term in this Schedule and/or Clauses 1–34 shall apply automatically and conclusively.

1A.2 No blank or incomplete field removes, reduces, waives or invalidates: (a) any Minimum Term, (b) any Charge, (c) any Minimum Term Charge, (d) any rental, usage, ECC, bearer, licence or access fee.

1A.3 Where conflicting values exist, the value most protective of Airacom applies to the extent permitted by law and unless manifestly unreasonable, unless a director of Airacom expressly agrees otherwise in writing.

1A.4 This clause survives termination and applies in all invoicing, debt recovery, litigation and enforcement proceedings.

1A.5 Where any Additional Service relating to Fixed Network Services is ordered via an ASOF and any field in the ASOF is blank, incomplete, overwritten, ambiguous or inconsistent, the corresponding term in Clauses 1–34 or this Schedule shall apply automatically and conclusively. No ASOF omission limits, suspends or reduces any Charge or Minimum Term obligation.

2. SCOPE OF FIXED NETWORK SERVICES

2.1 Airacom shall deliver the Services listed on the Order Form, subject to surveys, feasibility, and Carrier Network acceptance.

2.2 All Services are supplied on a non-cancellable, non-refundable, take-or-pay basis for the full Minimum Term (Clauses 11, 13, 17, 25, 26).

2.2A These obligations are commercially necessary due to supplier-committed costs incurred upon order placement, and are reasonable and proportionate in the context of business-to-business fixed network services.

2.3 Each Service operates independently. A delay or issue with one Service does not affect Charges for others.

2.4 No dependency on Customer systems or third-party providers suspends, waives or reduces any Charge.

3. PRE-PROVISIONING, SURVEYS & FEASIBILITY

3.1 Surveys may change price, term, or specification.

3.2 If a Carrier rejects the order, Airacom may amend or cancel without liability.

3.3 All ECCs, duct remediation, civil works, wayleave or planning costs are fully chargeable.

3.4 Customer refusal to accept ECCs does not cancel the Order.

3.4A The Customer acknowledges that ECCs reflect third-party carrier costs and that refusal of such costs does not negate or extinguish Airacom’s supplier-committed liabilities. All Minimum Term Charges remain payable.

3.4B Where ECCs relate to Additional Services ordered via an ASOF, the Customer remains fully liable for all such ECCs and associated Minimum Term Charges, regardless of whether the Customer proceeds with installation or utilisation of the relevant Service.

4. INSTALLATION & ACTIVATION

4.1 Installation dates are estimates only (Clause 16.5).

4.2 Customer must provide access, cabling, power, racks, LAN readiness and building access.

4.3 Partial or staged delivery does not delay Charges.

4.4 A Service is deemed delivered and chargeable on the earliest of: Access Circuit installation, CPE dispatch, Carrier activation, SIP/VoIP routing enabled, number port actioned; configuration completed.

4.5 Customer LAN/firewall readiness does not affect the Activation Date.

5. NUMBER PORTING

5.1 Porting subject to Carrier rules and losing provider cooperation.

5.2 Airacom is not liable for delays, downtime, or Customer-caused errors.

5.3 Charges apply per attempted or completed port.

5.4 Porting may be withheld until all undisputed charges are paid, except where Ofcom General Conditions prohibit withholding for reasons of debt, in which case Airacom shall comply with all mandatory regulatory requirements.

6. SERVICE PERFORMANCE & AVAILABILITY

6.1 No guarantee of speed, uptime or quality unless in a signed SLA (Clause 12.8).

6.2 Performance may vary due to exchange distance, congestion, LAN/Wi-Fi, or third-party networks.

6.3 No performance metric forms a warranty or condition of the Contract.

7. CUSTOMER RESPONSIBILITIES – Customer must:

7.1 Provide internal wiring, power, racks and LAN infrastructure.

7.2 Maintain security, firewall and anti-fraud protection.

7.3 Prevent third-party modification of circuits or CPE.

7.4 Provide safe access.

7.5 Notify Airacom of faults or suspected fraud.

7.6 To the extent permitted by law, Airacom has no liability for Customer-side LAN, Wi-Fi, internal wiring, switching, firewall, or electrical infrastructure, or for any fault, delay or degradation arising from such infrastructure. Airacom has zero liability for Customer-side infrastructure. To the fullest extent permitted by law, Airacom shall have no liability for any delay, degradation, outage or fault arising from Customer LAN, Wi-Fi, internal wiring, environmental or third-party conditions, and all such issues are classed as excluded conditions under Clause 14.

8. FAULTS, REPAIRS, EXCLUSIONS & ENGINEER CHARGES

8.1 Response times are targets only.

8.1.4 To the fullest extent permitted by law, all implied terms relating to response times, reasonable time for performance, or satisfactory quality of response are excluded.

8.2 No liability for faults caused by Customer LAN, Wi-Fi, power, misuse or third-party interference.

8.3 Faults beyond demarcation are chargeable.

8.4 “No fault found” engineer visits are fully chargeable.

8.5 Abortive visits are chargeable.

9. FRAUD, SECURITY & TOLL ABUSE

9.1 Customer is fully liable for all fraudulent or unauthorised use (Clause 17.2).

9.2 Airacom has no liability for fraud or cyber compromise.

10. CHANGES, UPGRADES & DOWNGRADES

10.1 Downgrades are not permitted during the Minimum Term.

10.2 Upgrades may require new ECCs and restart Minimum Term.

10.3 Any change is a contractual amendment under Clause 17.11 and must be documented in a signed Additional Services Order Form (ASOF).

10.4 Upgrades restart the Minimum Term unless Airacom agrees otherwise in the ASOF.

10.4A This requirement reflects new supplier-committed costs arising from upgrades and is standard industry practice for fixed network services. All upgrades or additional Services must be agreed and signed in an ASOF.

10.4B Where an ASOF is incomplete, blank or inconsistent, the Minimum Term for the upgrade or additional Service defaults to the greater of (i) 36 months or (ii) the remaining Minimum Term of the primary Service, in accordance with Clause 17.11.

11. MINIMUM TERMS, RENEWAL & TERMINATION

11.1 Each Service, including Additional Services ordered under any ASOF, has its own Minimum Term. If blank or unclear, 60 months applies automatically (Clause 17.6 + Clause 1A).

11.2 Auto-renewal for 12-month Extended Terms unless 90-day notice given (Clause 17.7).

11.3 Early termination prohibited except per Clauses 25–26.

11.4 Early Termination Charges include:

(a) All remaining Minimum Term Charges
(b) all rental, usage, licence, bearer charges
(c) outstanding ECCs
(d) carrier termination fees
(e) £495 + VAT admin fee
(f) all Additional Services Charges under any ASOF.

Early Termination Charges are enforceable in accordance with Clauses 23, 24 and 25.

11.4A The Customer acknowledges that Early Termination Charges represent a genuine pre-estimate of Airacom’s likely loss, including supplier-committed charges, network costs and lost revenue, and do not constitute a penalty. This applies equally to all Additional Services ordered under any ASOF.

11.5 Charges continue whether the Service is used or not.

12. SUSPENSION RIGHTS

Airacom may suspend under Clauses:

17.4 (Compliance/illegal use)
17.9 (Non-payment)
25.4 (suspension events)

Charges continue during suspension.

12.1A Any suspension shall be exercised proportionately and only where Airacom reasonably considers it necessary to protect network integrity, comply with law, or mitigate financial or security risk.

12.2 Suspension may apply to the whole or any part of a Fixed Network Service, irrespective of whether the cause relates to that specific Service.

13. PRICE ADJUSTMENTS

Applies as per:

13.1 Annual CPI + up to 8% (Clause 13.1)

13.2 Carrier rises passed through immediately (Clause 13.2)

13.3 Tariff changes without notice (Clause 13.3)

13.4 Where any pricing field on the Order Form is blank, incomplete or inconsistent, CPI+8% and all other cost adjustments apply automatically and conclusively.

14. CPE (Routers, Firewalls, ONTs, Modems)

14.1 Purchased CPE transfers only on full payment (Clause 6).

14.2 Loaned/leased CPE remains Airacom property.

14.3 Loss/theft/damage is fully chargeable.

14.4 Must be returned within 7 days or full retail replacement cost applies.

14.5 Where CPE is supplied as part of an upgrade or Additional Service, all CPE obligations, replacement costs, and Minimum Term commitments apply in accordance with Clause 17.11 and this Schedule regardless of whether the ASOF contains blanks or omissions.

15. LIABILITY (FIXED NETWORK SPECIFIC)

15.1 No liability for:

internet speed, downtime, porting issues, number loss, third-party outages, data loss, or indirect loss (Clause 16).

15.1A Nothing in this Schedule excludes or limits liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any liability which cannot lawfully be excluded under English law. All other liability is excluded or limited strictly in accordance with Clause 16 of the Master Terms.

15.2 Liability is strictly capped under Clause 16.3.

16. SURVIVAL & PRECEDENCE

16.1 Charges, Minimum Term Charges, Additional Services Charges under any ASOF, fraud liabilities and indemnities survive termination.

16.2 To the extent permitted by law, in the event of conflict between this Schedule, any Order Form, proposal, Customer PO or Customer document, Clauses 1–34 prevail, followed by this Schedule, unless expressly varied in writing by a director of Airacom.

16.3 Where any ASOF relating to Fixed Network Services contains blanks, ambiguous entries or omissions, this Schedule and Clauses 1–34 apply automatically and conclusively.

SCHEDULE 2 — DATA SERVICES

Forms part of the Airacom Master Services Agreement (Clauses 1–34 apply in full).

Where conflict exists, Clauses 1–34 prevail unless expressly amended in this Schedule.

1. DEFINITIONS Additional for Data Services – In addition to Clause 1 of the Master Terms:

Data Services: All data connectivity services including—but not limited to—Leased Lines, DIA, FTTP, SOGEA, FTTC, Ethernet (Layer-2/Layer-3), MPLS, SD-WAN, Broadband, EoFTTC, VPN, WAN, 4G/5G Ethernet, Backup/Resilience Circuits, and any successor technology.

Service Provider Network: Any carrier, wholesale operator, or infrastructure provider used by Airacom.

Customer Premises Equipment (CPE): Routers, NTUs, ONTs, firewalls, switches, access devices provided or supported by Airacom.

Committed Bandwidth: The contracted guaranteed bandwidth for DIA/Leased Line services.

Access Circuit: The physical/virtual bearer and final-mile infrastructure used to deliver connectivity.

Demarcation Point: The boundary where Airacom’s responsibility ends—normally the CPE handoff.

2. SCOPE OF DATA SERVICES

2.1 This Schedule applies to all Data Services identified on the Order Form Part 1 or delivered by Airacom.

2.2 Each Data Service is a separate contract with its own Minimum Term (Clause 17.6).

2.3 All services depend on third-party carriers. Airacom is responsible only up to the Demarcation Point.

2.4 No failure, delay, or limitation in the Customer’s network, PBX, firewall, router, LAN, Wi-Fi, or internal infrastructure reduces or waives any Airacom Charges.

3. PROVISIONING, INSTALLATION & DELIVERY

3.1 Provisioning dates are estimates only (Clause 16.5). Time is not of the essence.

3.2 Delays caused by carriers, landlords, permit bodies, wayleave providers, utilities, or third parties are not Airacom’s responsibility.

3.3 Customer must provide full access, permissions, power, LAN readiness, safe environment (Clause 17.1).

3.4 Access refusal, unsafe conditions, or Customer delay:

(a) incurs abortive fees,
(b) does not delay the Minimum Term,
(c) does not permit cancellation. Any refusal, unavailability or failure to provide access shall be deemed a Customer-caused delay and a chargeable abortive visit.

3.5 Excess construction charges (ECCs), wayleaves, duct remediation, civils and all carrier-applied charges are passed through at cost and are always payable, even if Customer cancels or refuses to proceed. All such charges remain fully payable in every case, including where the Customer declines to proceed or where the circuit cannot be delivered due to Customer-side constraints.

3.6 A Data Service is deemed delivered—and billing begins—on the earliest of:

(a) carrier handover,
(b) Airacom activation notification,
(c) any traffic crossing the circuit.

Billing commences irrespective of the Customer’s internal readiness, LAN/Wi-Fi configuration or ability to utilise the Service.

4. PERFORMANCE, SPEED & BANDWIDTH

4.1 ADSL/FTTC/FTTP/SOGEA speeds are targets only. DIA/Leased Lines provide committed bandwidth. Speed estimates do not form part of the Contract and shall not constitute a representation, condition or warranty.

4.2 No speed, latency or throughput objective is a guarantee, condition, or representation (Clause 16.4).

4.3 SLA credits apply only where a separate SLA is signed by an Airacom Director (Clause 12.8).

4.4 SLA failures do not permit termination, set-off, or withholding of Charges.

5. EQUIPMENT, DEMARCATION POINT & RESPONSIBILITIES

5.1 CPE is governed by Clauses 6.0 and 14.0 (ownership, risk, repossession).

5.2 Airacom is responsible only up to the Demarcation Point.

5.3 Customer is responsible for everything beyond the Demarcation Point, including LAN, Wi-Fi, switches, internal cabling, PBX, firewalls, unmanaged routers.

5.4 Engineer visits identifying no fault within the Airacom or Service Provider Network are fully chargeable, including where the issue is intermittent, Customer-side, environmental, or caused by third-party equipment.

6. MONITORING, MAINTENANCE & REPAIRS

6.1 Airacom may perform remote tests, resets, diagnostics and configuration adjustments.

6.2 Carrier repair targets are not guaranteed unless set out in a fully executed SLA. No SLA applies unless expressly stated in a separate written SLA signed by a director of Airacom.

6.3 On-site visits where no fault is found with the Access Circuit are fully chargeable.

7. FAULT REPORTING & CUSTOMER OBLIGATIONS

7.1 Customer must log faults using Airacom’s support channels.

7.2 Customer must follow all diagnostic procedures requested by Airacom and carriers.

7.3 Failure to comply with any diagnostic/engineering instruction suspends all SLAs.

8. UNAUTHORISED CHANGES & INTERFERENCE

8.1 Customer must not modify, reset, relocate, reconfigure or replace CPE without written permission.

8.2 Any unauthorised change voids all warranties, SLAs and repair obligations.

8.3 Remedial work due to such changes is fully chargeable.

8.4 Any unauthorised change or interference shall be deemed a Customer-caused fault, and all resulting delays, outages, losses or costs shall be the sole responsibility of the Customer.

9. SECURITY, FRAUD & ABUSE

9.1 Customer is responsible for maintaining security per Clause 17.2.

9.2 Airacom is not liable for hacking, malware, DDoS, credential breaches or internal compromise.

9.3 All usage and charges resulting from security failures are payable by the Customer. Such charges remain payable irrespective of when the fraud is detected or reported.

10. TRAFFIC MANAGEMENT, RESTRICTIONS & COMPLIANCE

10.1 Airacom may apply traffic management, routing changes, QoS, or restrictions required by carriers, regulators, or for security. Such measures may be applied without notice where required by the Service Provider Network.”

10.2 Services may be suspended immediately where malicious traffic or illegal use is detected.

10.3 Suspension does not reduce or remove any Charges.

11. PRICE CHANGES & PASS-THROUGH COSTS

11.1 Clause 13 applies:

annual CPI + up to 8% increase
carrier cost increases
regulatory/industry charges
immediate pass-through

11.2 No termination right arises from price changes (Clause 13.7).

12. MINIMUM TERM, RENEWAL & TERMINATION

12.1 Minimum Terms follow Clauses 17.6–17.11. If the Order Form is blank or unclear, a 60-month Minimum Term applies. Where conflicting Minimum Terms appear, the longest applicable Minimum Term shall apply. Where an ASOF does not specify a Minimum Term, the Minimum Term shall default to 36 months or the remaining Minimum Term of the Agreement, whichever is greater.

12.2 Mid-term termination is not permitted except under Clause 25.

12.3 Early Termination Charges include:

(a) all remaining Minimum Term Charges,
(b) all carrier cease/migration fees,
(c) all Additional Services ordered through any executed Additional Services Order Form (ASOF) under Clause 17.11,
(d) full enforcement costs (Clause 11).

13. CEASE ORDERS, MIGRATIONS & PORTING

13.1 Cease/migration requests must be submitted in writing and comply with Clauses 17.7–17.8.

13.2 Carrier cease/migration fees are passed through.

13.3 Early cease always triggers Early Termination Charges.

14. LIABILITY (Schedule-Specific Enhancements)

14.1 Clause 16 applies fully.

14.2 Airacom shall have no liability for any outage, degradation or failure caused by or attributable to carriers, external fibre breaks, civil works, utilities, power, Customer equipment, or any network or infrastructure outside Airacom’s direct control.

14.3 No delay or outage entitles the Customer to dispute, withhold or delay payment.

15. CHANGES, UPGRADES & REGRADE REQUESTS

15.1 Any upgrade, regrade, relocation or bandwidth change shall constitute a new contract for Minimum Term purposes and shall restart the Minimum Term for that Service.

15.2 All engineering and carrier charges are payable immediately.

15.3 Bandwidth decreases are not permitted mid-term.

16. SUSPENSION & ENFORCEMENT

16.1 Airacom may suspend Data Services under Clauses 17.4, 17.9 and 25.

16.2 Suspension does not pause, reduce or remove Charges.

17. SURVIVAL: All obligations relating to Charges, Minimum Terms, Early Termination, indemnities and liabilities remain enforceable after termination.

18. CONTRACTUAL INTERPRETATION & DEFAULT RULE

18.1 If any field, charge, bandwidth, speed, allowance or value on the Order Form is blank, incomplete, overwritten, illegible, ambiguous or inconsistent, the corresponding provision in this Schedule and Clauses 1–34 shall apply automatically. Where any field in an ASOF is blank, incomplete, ambiguous, overwritten or inconsistent, the corresponding term in this Schedule and Clauses 1–34 applies automatically and conclusively.

18.2 No blank or incomplete field shall remove, waive or reduce any Minimum Term, Minimum Charge, price, or payment obligation.

18.3 Where conflicting values appear, the value most protective of Airacom applies unless a Director of Airacom agrees otherwise in writing.

18.4 This clause survives termination and applies in all billing, enforcement and legal proceedings.

SCHEDULE 3 — IT SUPPORT SERVICES

This Schedule forms part of the Agreement and is governed by Clauses 1–34 of the Master Terms. Where there is any inconsistency, this Schedule shall prevail for IT Support Services only.

3.0 CONTRACTUAL INTERPRETATION & DEFAULT RULE

3.0.1 If any field, charge, quantity, SLA level, plan type, number of devices/users, support level, fee, or description on the Order Form (including Part 1 and Part 2) is: Blank, incomplete, illegible, ambiguous, overwritten, contains “TBA”, “0”, “N/A”, “included”, “–” , inconsistent with another field, left for later completion or disputed after signature. Then the corresponding term in this Schedule and/or Clauses 1–34 shall apply automatically, conclusively, and without the need for further agreement.

3.0.1A No Customer purchase order, procurement platform entry, onboarding portal requirement or auto-generated document shall vary, reduce or override any provision of this Schedule unless expressly agreed in a written variation signed by a director of Airacom. Any ambiguity or inconsistency shall not reduce any Charge, Minimum Term or obligation.

3.0.2 No blank or incomplete field shall remove, reduce, waive, delay or invalidate any Minimum Term, Minimum Charge, onboarding fee, monthly recurring support charge, or any Additional Services ordered under an ASOF pursuant to Clause 17.11, and no omission shall transfer responsibility or liability to Airacom.

3.0.3 Where different values appear on documents, the value most protective of Airacom shall prevail, unless overridden only by a director of Airacom in signed writing. For avoidance of doubt, ‘the value most protective of Airacom’ means the highest applicable Charge, the longest applicable Minimum Term, or the most restrictive applicable obligation.

3.0.4 This clause survives termination and applies in any billing, dispute, enforcement or legal proceedings.

3.1 Definitions – In addition to Clause 1 (Definitions), the following shall apply:

IT Support Services: means all technical support, maintenance, monitoring, engineering, remediation, configuration, patching, upgrades, helpdesk services, field services, and IT professional services supplied by Airacom.

Managed Endpoint: means any device, workstation, server, virtual server, cloud instance, firewall, switch, router, Wi-Fi controller, or network device onboarded into Airacom’s support systems.

Managed Network: means any network, LAN/WAN infrastructure, switching, routing, firewalling or cloud environment managed or monitored by Airacom.

Incident: means a service-affecting fault or degradation reported by the Customer and validated by Airacom.

Security Event: means any cyber-security related alert, compromise, attempt, intrusion, ransomware event, malware detection, suspicious activity, or unauthorised access.

Change Request: means any Customer-requested alteration, reconfiguration, upgrade, migration or work that is not break–fix Incident work.

Customer Infrastructure: means all systems, hardware, networks, software, cloud services or environments owned, controlled or operated by the Customer or its third parties.

3.2 Scope of IT Support

Airacom shall provide the following (as applicable to the Order Form):

24/7 monitoring of Managed Endpoints and Managed Networks.

Break-fix support for covered devices only.

Remote or onsite engineering (charges apply unless included).

Patch management, firmware updates and best-practice recommendations.

Configuration backups for managed firewalls, switches and routers.

Helpdesk access during Working Hours for Incident reporting.

Optional extended-hours support if purchased.

Preventative maintenance where feasible.

Nothing in this Schedule creates any SLA, guarantee, fix time, uptime commitment or implied performance level unless expressly set out in a separate SLA signed by a director of Airacom (ref. Clause 12). Nothing in this clause excludes any liability that cannot legally be excluded under English law.

3.3 Conditions of Service

The Customer must at all times comply with:

Clause 17 (Customer Obligations)

Clause 14 (Exclusions)

All security and technical requirements defined by Airacom

The Customer must ensure:

(a) all systems remain supported, licensed and up-to-date;
(b) all equipment is genuine, authorised and not end-of-life;
(c) no unauthorised party attempts repairs, configuration or access;
(d) no changes are made without Airacom’s prior written approval;
(e) all required ports, VPNs, credentials and access routes are maintained.

Failure to comply voids all support and permits suspension under Clause 17 & 24. Airacom may assess compliance and security posture in its reasonable opinion when determining whether support may be suspended or withdrawn.

3.4 Onboarding & Acceptance

(a) Airacom may require an onboarding audit before providing support.
(b) Unsupported, undocumented, end-of-life or insecure systems may be refused support.
(c) Airacom may require mandatory remediation at the Customer’s cost before acceptance.
(d) All onboarding costs are payable in accordance with Clause 11.
(e) Any delay to onboarding caused by missing information, lack of access, incomplete credentials or Customer-side dependencies shall constitute a Customer-caused delay and shall not defer any Charge, Minimum Term or liability.

Until onboarding is complete, Airacom has no liability for any Incident, fault or downtime. All onboarding, audit, remediation and preparatory work remains fully chargeable even if the Customer cancels, delays or fails to proceed with the IT Support Services for any reason.

3.5 Incident Reporting & Process

All Incidents must be logged via Airacom’s support portal, phone or email as specified.Incident response is governed exclusively by Clause 12 (Response Times): All response times are targets only, no fix times apply, no credits, refunds or termination rights arise for delays. Airacom may categorise an Incident in its sole discretion based on impact and risk. No Incident, delay, response time, technical issue or dissatisfaction gives the Customer any right to withhold, delay, dispute, offset or reduce any Charges. Airacom shall determine Incident priority and classification acting reasonably and based on technical evidence.

3.6 Customer-Caused Issues

Any Incident, degradation or fault directly or indirectly caused by the Customer shall fall entirely outside the scope of support. Any fault directly or indirectly caused by the Customer – including but not limited to: misconfiguration, hird-party interference, unsupported software, incorrect credentials, unauthorised network changes, malware/virus/ransomware, end-of-life hardware, faulty Customer infrastructure shall fall under Clause 14 (Exclusions) and is billable at Airacom’s prevailing rates.

For the avoidance of doubt, chargeability under this Clause 3.6 applies only where Airacom can demonstrate, through technical evidence, that the Customer’s actions or environment materially contributed to the Incident.

3.7 Cyber Security & Fraud Prevention

(a) Airacom is not liable for any Security Event or cyber-attack.
(b) Customer must maintain full security controls (Clause 17.2).
(c) All work relating to cyber events is fully chargeable.
(d) Customer indemnifies Airacom under Clause 17.5 for all losses resulting from any cyber event, breach, compromise, or unauthorised access—including third-party claims.
(e) The indemnity in this Clause 3.7 applies to the extent that the Security Event originates from, or is materially contributed to by, the Customer’s infrastructure, credentials, systems, policies, users, or third-party suppliers.

3.8 Remote Access Requirements

The Customer must provide and maintain: Full administrator-level access, remote VPN, RDP, SSH, portal or console access, all passwords, MFA, API keys and credentials required. Failure to provide uninterrupted access pauses all response time targets (Clause 12.5) and may constitute a Customer Default (Clause 17.3).

Failure to provide the required access under this Clause 3.8 suspends all Airacom obligations for the duration of the access limitation.

3.9 Changes, Projects & Out-of-Scope Work

The following are always chargeable unless specifically included: Migrations, projects, upgrades, server installs, cloud builds, firewall, VLAN, routing or architecture changes, large-scale deployments, onsite attendance, third-party coordination, reconfigurations after Customer changes, work outside Working Hours. All such work is invoiced under Clause 11 at Airacom’s prevailing rates. Airacom may reasonably refuse any Change Request which, in its technical judgment, would compromise security, stability, compliance or service integrity.

3.10 Replacement Hardware & Consumables

Unless included in a separate hardware support plan: Replacement parts, consumables, batteries, disks, memory, PSUs, peripherals, end-of-life or manufacturer failuresare not included and are payable by the Customer. Risk, title and insurance provisions follow Clause 6. Airacom’s support obligations under this Schedule do not include any manufacturer warranty process or replacement entitlement unless expressly stated in the Order Form.

3.11 No Guarantee of Fix, Recovery or Compatibility

Airacom does not warrant or guarantee: (a) any Incident will be fixed; (b) data will be recoverable; (c) corrupted systems can be restored; (d) third-party platforms will remain compatible; (e) legacy systems can be supported; (f) Customer backups are usable or complete. Liability is excluded under Clause 16. These exclusions apply only to the extent permitted by law and are considered reasonable given the inherent limitations of IT systems and third-party platforms.

3.12 Suspension of IT Support Services

Airacom may suspend IT Support immediately under:

Clause 17.9 (Non-payment)
Clause 24 (Suspension Rights / Compliance)
Security threats or Customer-caused risks
Unauthorised third-party interference

Suspension does not relieve the Customer of payment obligations (Clause 11). Suspension gives no right to any refund, credit, service extension or withholding of payment. Suspension shall apply only for the duration of the relevant event and shall be proportionate to the associated risk or breach.

3.13 Minimum Term and Renewal

IT Support Services follow:

Clause 17.6 (Global Term)
Clause 17.7 (Automatic 12-Month Rolling Renewal)
Clause 17.8 (90-Day Notice Rule)

Loss of access, loss of monitoring visibility, non-use of the Service, or the Customer ceasing to engage with Airacom shall not delay, pause, waive, reduce or invalidate the Minimum Term or any renewal term. All Charges continue in full for the entire contractual period.

Mid-term cancellation is strictly prohibited.

3.14 Early Termination Charges

3.14.1 Upon any Customer termination or any Customer Default, the following sums become immediately due and payable as a primary contractual payment obligation:

(a) all remaining Minimum Term Charges for the IT Support Services;
(b) all Charges for all Additional Services ordered under any ASOF pursuant to Clause 17.11, each of which carries its own Minimum Term;
(c) all onboarding, audit, project, remediation and engineering work already performed or committed;
(d) all third-party licensing, subscription, platform and supplier charges incurred or committed by Airacom for the remainder of the Minimum Term.

3.14.2 No refund, credit or reduction applies under any circumstances, including non-use, dissatisfaction, delays, partial delivery, security events, Customer-side issues or withdrawal from service.

3.14.3 Early Termination Charges are not a penalty, are enforceable as a primary payment obligation, and the Customer waives any right to challenge their enforceability, including under the doctrines of penalty, frustration, repudiation or substantial non-performance.

3.14.4 The parties agree that Early Termination Charges represent a genuine and reasonable pre-estimate of Airacom’s loss in a business-to-business contract, reflecting supplier commitments, licensing costs, engineering resources and lost revenue, and are therefore fully enforceable under UK law.

3.15 Liability

Liability is governed by Clause 16, including: Aggregate cap. exclusion of indirect and economic loss, no liability for cyber events, no liability for third-party failures, no liability for downtime. Airacom’s logs and technical findings constitute conclusive evidence under Clause 14.3. No failure, delay, outage, Incident, data loss or inability to fix any issue gives the Customer any right to set-off, dispute or withhold payment of any Charges.

3.15.3 Airacom shall have no liability where the Customer fails to implement recommended remediation, updates, patches, security measures or configuration changes. Airacom has no obligation to identify vulnerabilities or risks unless expressly purchased as a separate paid security service.

3.16 Survival

All indemnities, payment obligations, security obligations, renewal provisions, Minimum Term commitments and liability limitations survive termination of this Schedule.

3.17.1 Upon any Customer Default (as defined in Clause 17), Airacom may immediately accelerate all remaining Charges for the entire Minimum Term, and these shall become due as a primary payment obligation.

3.17.2 Acceleration also applies to:

(a) all Additional Services ordered under any ASOF pursuant to Clause 17.11
(b) all onboarding, audit, remediation or project work already performed
(c) all support incidents, callouts or engineering time incurred but not yet invoiced
(d) all third-party licensing, subscription and software costs committed by Airacom

3.17.3 The Customer waives any right to dispute, withhold, set-off, reduce or delay payment of accelerated Charges.

3.17.4 All accelerated Charges constitute a contractual debt immediately due and payable and may be enforced by Airacom by court action, statutory demand or insolvency proceedings without further notice.

3.18 TECHNICAL EVIDENCE & AUTHORITATIVE DETERMINATION

3.18.1 Airacom’s monitoring logs, diagnostics, ticketing records, security alert reports, system data, and engineering notes constitute conclusive evidence of: (a) cause of any Incident, (b) source of any fault, (c) duration of any outage, (d) Customer-caused issues, (e) security events, (f) misuse or unauthorised interference.

3.18.2 Airacom may determine, in its sole technical discretion, whether any Incident is: In-Scope, Out-of-Scope, Customer-caused, Security-related, Change Request, Chargeable

3.18.3 The Customer agrees that such determinations are binding and may be relied upon by Airacom in billing, enforcement, or legal proceedings.

3.18.4 The Customer must retain all relevant system logs and evidence. Failure to do so shall not invalidate or diminish the evidential weight of Airacom’s records, which shall prevail.

3.19 NO THIRD-PARTY DEPENDENCE OR PERFORMANCE WARRANTY

3.19.1 IT Support Services do not depend on: (a) Customer infrastructure, networks, or cloud systems, (b) third-party platforms (Microsoft 365, Azure, AWS, Google, others), (c) ISP or carrier performance, (d) Customer IT staff, administrators or consultants, (e) any hardware or software not supplied and managed by Airacom.

3.19.2 Any degradation, unavailability, outage, breach or performance issue caused directly or indirectly by these third parties: Does not constitute breach by Airacom, does not entitle the Customer to any refund, credit, suspension or withholding of payment, remains fully payable.

3.19.3 No fix-time, solution, remediation, data recovery, patch compatibility, or restoration outcome is guaranteed.

3.19.4 Airacom has no liability whatsoever for any failure, outage, security event or performance issue arising from third-party vendors, cloud platforms, software licensing, credentials, MFA, expired subscriptions, account lockouts or vendor-side changes. All such events remain fully chargeable.

SCHEDULE 4 — MOBILE SERVICES

This Schedule governs the provision of Mobile Airtime, Mobile Data, SIMs, eSIMs, Mobile Device Management (MDM), IoT SIMs, 5G/4G connectivity, mobile voice, SMS and all mobile-related services supplied by Airacom Limited (“Airacom”). This Schedule forms part of, and is governed by, the Master Agreement (Clauses 1–34) and is subject to all obligations, liabilities, restrictions and enforcement mechanisms contained therein. Where there is any conflict between this Schedule and the Master Agreement, this Schedule shall prevail for Mobile Services.

4.1 Definitions

For the purposes of this Schedule:

Airtime: means mobile network usage including voice minutes, SMS, MMS, mobile data, roaming traffic and any other chargeable mobile events.

SIM / eSIM: means the subscriber identity module, embedded SIM or digital SIM profile supplied by Airacom for use with the Mobile Services.

Device: means any handset, smartphone, tablet, mobile router, MDM-enrolled device, IoT module or other equipment used with the Mobile Services.

MDM: means Mobile Device Management or Unified Endpoint Management solutions, including remote wipe, tracking, configuration and security enforcement.

IoT SIM: means a machine-to-machine SIM used for telemetry, sensors, data collection, tracking or automated communication.

Tariff: means the mobile price plan, allowance bundle, roaming pack or usage pricing applicable to the SIM.

4.1A Additional Mobile Services via ASOF (Mandatory Rule)

4.1A.1 All additional SIMs, eSIMs, IoT SIMs, Data Bundles, Tariffs, Bolt-Ons, MDM licences, roaming packs, upgrades, replacements, migrations, or any other Mobile Services must be documented in a separate Additional Services Order Form (ASOF).

4.1A.2 No additional Mobile Service is valid, enforceable or billable unless the ASOF is signed by:

(a) an authorised signatory of the Customer, and

(b) a director of Airacom.

4.1A.3 Any verbal approval, email instruction, purchase order, ticket request, employee request, or informal communication shall have no contractual effect unless incorporated into a signed ASOF.

4.1A.4 Each ASOF constitutes a separate contractual commitment with its own Minimum Term and Charges, unless expressly stated as co-terminus on the ASOF itself.

4.1A.5 Any SIM, bundle or service activated following Customer request shall be deemed accepted and payable from the Activation Date, even if the signed ASOF is received afterwards. Carrier/platform activation logs shall be conclusive evidence of activation and liability.

4.1.1 CONTRACTUAL INTERPRETATION & DEFAULT RULE

4.1.2 If any field, tariff, bundle, allowance, charge, fee, SIM quantity, contract term, or Mobile Service detail on the Order Form is left blank, incomplete, illegible, ambiguous, overwritten, inconsistent, stated as “0”, “TBA”, “N/A” or is disputed after signature, then the corresponding term in this Schedule and/or Clauses 1–34 shall apply automatically and conclusively.

4.1.3 No blank or incomplete field shall remove, reduce, waive or invalidate any Minimum Term, Tariff, Charge or payment obligation.

4.1.4 Where conflicting values appear, the value most protective of Airacom shall prevail unless expressly amended in writing by a director of Airacom.

4.1.5 This clause survives termination and applies in all billing, enforcement and legal proceedings.

4.1.6 No verbal statement, email, purchase order, Customer document or informal communication shall amend, vary or override any term of the Order Form or this Schedule unless expressly agreed in a written variation signed by a director of Airacom. Any conflicting Customer document is automatically disapplied.

4.2 Provision of Mobile Services

4.2.1 Airacom shall provide Mobile Services using its own network relationships with O2, Vodafone and other carriers or wholesale providers.

4.2.2 All Mobile Services are provided strictly on a business-only basis and may not be used for consumer or residential traffic.

4.2.3 Airacom may switch, re-route or migrate the Customer’s SIMs between carriers, platforms or wholesale partners at any time without notice. Such changes do not constitute a variation, degradation, breach or give rise to any right of termination, credit, refund or withholding of payment, regardless of any resulting change in performance, coverage or functionality.

4.2.4 The Customer acknowledges that mobile network performance, coverage, throughput and availability are not guaranteed, and are subject to third-party carrier conditions. Airacom may implement network routing changes, carrier migrations, traffic management or service adaptations at any time without notice where required for operational, commercial, technical or regulatory reasons. Coverage maps, predicted performance, signal strength tools or marketing materials do not form part of the Contract and shall not be relied upon by the Customer for any purpose.

4.2.5 The Customer acknowledges that all Mobile Services rely on third-party carrier networks. Airacom’s obligations are strictly limited to provisioning and billing through its wholesale agreements.

4.2.6 No carrier fault, outage, congestion, maintenance, downtime, degradation or roaming limitation shall constitute breach by Airacom.

4.2.7 Airacom may apply fair use, fraud-prevention, usage filtering, IMEI locking, traffic shaping, geographical restrictions and anti-abuse enforcement at any time without notice. Any such restrictions or controls shall not constitute a fault, degradation, breach or ground for withholding, disputing or delaying payment of any Charges.

4.3 Minimum Terms & Renewals (Mobile Services) – Integrated with Clauses 17.6–17.8

4.3.1 Unless expressly stated otherwise, all Mobile Services have a Minimum Term of 36 months per SIM.

4.3.2 SIM activations, replacements, migrations or number ports each start a new 36-month Minimum Term.

4.3.3 At expiry, each SIM automatically renews for 12-month Extended Terms, unless 90 days’ prior written notice is given in accordance with Clauses 17.7–17.8.

4.3.4 No SIM, bundle, tariff, bolt-on or MDM subscription may be cancelled, downgraded or removed during its Minimum Term or Extended Term (see Clauses 17.6–17.11).

4.3.4A Each SIM, Tariff, bundle and MDM licence constitutes a separate contractual commitment. Any attempted downgrade, removal or reduction shall be treated as an early termination of that commitment and shall trigger Early Termination Charges in full. Internal staffing changes, device replacements or operational requirements do not reduce or waive any Minimum Term obligations.

4.3.5 Any reduction in the number of SIMs, connections, tariffs, bundles or services during the Minimum Term is expressly prohibited.

4.3.6 A disconnected, barred, suspended or unused SIM remains chargeable in full until the end of its Minimum Term or Extended Term.

4.3.7 Minimum Term obligations apply per SIM irrespective of the Customer’s internal user allocation, staffing levels, device replacement or operational decisions.

4.4 SIM Activation, Number Porting & Service Start

4.4.1 A SIM is deemed activated on the earliest of: (a) first use, (b) port completion, (c) profile download (eSIM), (d) configuration, or (e) 7 days after dispatch.

4.4.2 Porting is subject to network acceptance. Airacom is not liable for: (a) PAC delays, (b) donor network issues, (c) downtime during port windows.

4.4.3 The Minimum Term begins at activation regardless of whether the Customer chooses to use the SIM.

4.4.4 Any activation recorded in the carrier’s or platform’s systems shall be conclusive evidence of activation and shall bind the Customer to the Minimum Term.

4.4.5 The Customer acknowledges that carrier records, activation logs, profile allocations, routing tables, and platform timestamps constitute conclusive evidence of SIM activation and Service Start. No delay, failure to install a SIM, failure to use an eSIM, device incompatibility, or Customer readiness issue shall delay or negate the Activation Date or the commencement of any Minimum Term.

4.5 Roaming, International & Out-of-Bundle Usage

4.5.1 All roaming and international charges are billed at the prevailing wholesale rates plus Airacom’s margin.

4.5.2 Out-of-bundle charges apply where allowances are exceeded.

4.5.3 Roaming is subject to partner carrier availability and may be suspended or withdrawn without notice.

4.5.4 Airacom may impose spend caps, block roaming or apply additional security controls at its discretion. Roaming availability, speed and coverage vary by country and partner network and do not constitute grounds for withholding payment, disputing invoices or terminating any Service.

4.5.5 All roaming usage is governed by partner-carrier rating intervals that may be delayed by up to 180 days. Such delayed charges remain fully payable.

4.5.6 Airacom may immediately restrict roaming where spend exceeds thresholds, where fraud is suspected or where the Customer fails any credit risk assessment.

4.5.6A Delayed roaming or international usage charges, including usage rated up to 180 days after the event, shall remain fully payable. The Customer shall have no right to dispute, delay, set-off or withhold payment on the basis that such charges were invoiced after the billing month in which the usage occurred.

4.6 Customer Security, Usage & Fraud Liability – Integrated with Clause 17.2

4.6.1 The Customer is fully liable for all Airtime usage generated on any SIM, whether: Authorised, unauthorised, fraudulent, due to theft, due to compromised devices, due to cyber-attack or SIM cloning.

4.6.2 Airacom has no liability for toll fraud, roaming abuse, premium-rate usage or unauthorised calls/data.

4.6.3 All charges generated before a SIM is reported lost/stolen are payable in full.

4.6.4 Airacom may suspend SIMs immediately where fraud is suspected (Clause 17.4). The Customer shall have no right to set-off, withhold, dispute or delay payment of any Airtime or usage charges arising from fraudulent, unauthorised or unexpected usage.

4.6.5 Mobile Service Events logged by carriers are deemed accurate and are conclusive evidence of usage, charges and liability.

4.6.6 The Customer must maintain adequate internal security controls including PINs, device passwords, MDM enforcement, user access controls and roaming restrictions.

4.6.7 Airacom is not liable for any failure by the Customer to implement adequate device or SIM security.

4.6.8 The Customer acknowledges that all Devices, SIMs and user environments are under the Customer’s exclusive control. Accordingly, all Airtime and usage (including fraudulent or unauthorised usage) is generated from systems outside Airacom’s control. This is the basis on which fraud liability is allocated entirely to the Customer.

4.7 Mobile Device Management (MDM)

4.7.1 Where MDM is supplied, the Customer must ensure all Devices remain enrolled, compliant and monitored.

4.7.2 Unauthorised removal of MDM: (a) voids all warranties; (b) suspends all support obligations; (c) constitutes a material breach (Clauses 17.3 and 20.x).

4.7.3 Airacom may remotely lock, wipe or restrict Devices where: (a) charges are overdue; (b) fraud is suspected; (c) security risk is detected; (d) termination has occurred (supporting Clauses 26.1–26.4). The Customer irrevocably consents to all such remote actions and acknowledges that Airacom shall have no liability for any data loss, access restriction or operational impact resulting from MDM enforcement.

4.7.3A Any remote lock, wipe, restriction or enforcement action carried out under Clause 4.7.3 is a lawful and proportionate security measure. The Customer is solely responsible for maintaining full data backups for all Devices. Airacom shall have no liability for any data loss, access restriction or operational interruption resulting from any MDM enforcement action.

4.7.4 Airacom may deny support to any Device that is unenrolled, non-compliant, jailbroken, rooted, insecure or running unsupported software.

4.7.5 The Customer indemnifies Airacom for all losses arising from unenrolled or non-compliant Devices, including any Security Event, compromise or misuse.

4.8 SIM Replacement, Swap & Suspension

4.8.1 SIM replacements are chargeable at Airacom’s prevailing rate.

4.8.2 A replacement, reissued, migrated or swapped SIM automatically triggers a new 36-month Minimum Term unless expressly waived in writing by a director of Airacom. No replacement, migration or reissue shall reduce, postpone, extinguish or limit any existing Minimum Term, Charge or liability relating to the original SIM.

4.8.3 Airacom may suspend or deactivate any SIM under:

Clause 17.4 (compliance / security),
Clause 17.9 (non-payment),
Clause 25.2 (insolvency),
Clause 25.4 (suspension rights).

4.8.4 SIM replacement does not reset, limit or extinguish any Airtime, usage, roaming, fraud-related or out-of-bundle charges incurred on the original SIM, all of which remain fully payable.

4.8.5 Suspended SIMs continue to accrue Minimum Term Charges.

4.9 Mobile Devices / Handsets (if supplied and Cross-linked with Equipment Clauses 6, 7, 8, and Schedule 5)

4.9.1 Devices supplied by Airacom are governed by: Clause 6 (title, risk, repossession), Clause 8 (suitability), Clause 14 (exclusions), Schedule 5 (if leased or maintained).

4.9.2 If Devices are financed, the finance provider retains title and may enforce recovery. Faults, failures or incompatibilities of Customer-owned Devices do not affect any Minimum Term or payment obligations. Any Device failure, damage or incompatibility shall not entitle the Customer to withhold, delay or dispute any Charges or Minimum Term obligations.

4.10 Tariff Amendments, Migration & Price Adjustments (Integrated with Clause 13)

4.10.1 Airacom may amend Tariffs at any time in accordance with Clause 13.1–13.5.

4.9.3 Any damage, loss, theft or failure of a Device does not affect: (a) any Minimum Term, (b) any payment obligations, or (c) any Airtime liability.

4.10.2 Tariff migration does not shorten any Minimum Term or Extended Term.

4.10.3 Price increases do not give rise to any termination right (Clause 13.7).

4.10.4 Tariffs may be amended to reflect regulatory, wholesale, carrier or currency-driven cost increases at any time, without creating any right of cancellation.

4.10.5 The Customer acknowledges that tariff, allowance and pricing amendments made under Clause 13 do not constitute a variation requiring Customer approval and shall not provide any right to cancel, terminate or withhold payment.

4.11 Faults, Coverage & Performance (Complementing Clauses 12 & 16)

4.11.1 Coverage, signal strength and throughput vary by location and environment.

4.11.2 All response times for mobile faults are non-contractual and governed by Clause 12.

4.11.3 Airacom is not responsible for: (a) carrier outages, (b) mast failures, (c) blackspots or indoor coverage, (d) third-party network limitations.

4.11.4 Variations in coverage, signal strength, speed, quality, indoor penetration or network configuration shall not constitute a material breach by Airacom and shall not give rise to any credit, refund, offset, withholding, dispute, termination right or relief from any Minimum Term or payment obligation.

4.11.5 Indoor coverage, basement areas, steel-frame buildings, remote or rural areas are outside Airacom’s control and are excluded from any guarantee.

4.11.6 No fault, outage or performance variation shall suspend or postpone the Customer’s payment obligations. Payment obligations remain in full force irrespective of the duration, frequency or severity of any outage or performance issue.

4.12 Acceptable Use Restrictions

4.12.1 The Customer shall not use the SIM for: (a) SIM-boxing, (b) PBX refiling, (c) bulk SMS, (d) high-volume automated outbound traffic, (e) non-human call generation, (f) fraudulent or illegal activity.

4.12.2 Breach constitutes a material breach under Clause 17.3.

4.12.3 Airacom may apply automatic blocks, filters or traffic restrictions without notice. All costs, charges or penalties arising from misuse, prohibited activity or breach of this Clause shall be payable by the Customer in full.

4.12.4 All costs, penalties, surcharges or clawbacks imposed by carriers due to misuse, prohibited activity, SIM-boxing or fraudulent activity are payable immediately upon invoice.

4.12.5 All carrier-imposed penalties, clawbacks, surcharges or compliance charges arising from the Customer’s misuse, prohibited activity or breach of this Clause shall be payable by the Customer as a primary contractual debt. Such sums are a reasonable pre-estimate of loss and shall remain payable even after termination of the Mobile Services.

4.13 Charges & Billing (Mobile Services) – Integrated with Clause 11

4.13.1 All Airtime is billed monthly in arrears.

4.13.2 The Customer must pay all Charges in full without deduction or set-off (Clause 11.0).

4.13.3 Usage rated after billing cycles may be retrospectively invoiced (Clause 13.4). Roaming, international and fraud-related usage may be invoiced retrospectively and shall remain fully payable irrespective of when such usage is rated by the carrier.

4.13.4 Failure to pay constitutes a payment default under Clauses 11 and 25.3.

4.13.5 Wholesale-rated usage may be invoiced at any time up to 12 months after the event.

4.13.6 Billing disputes do not permit withholding of payment (Clause 11).

4.13.7 Failure to pay any invoice in full constitutes a material breach and triggers Airacom’s rights under Clauses 11, 17.9, 25 and 26.

4.13.8 Carrier and wholesale platform rating records shall be conclusive evidence of all Airtime and usage incurred. To the fullest extent permitted by law, all implied terms relating to billing accuracy, timing or rating methodology are excluded.

4.14 Termination (Mobile Services) – Integrated with Clauses 17, 25, 26

4.14.1Termination for any reason triggers payment of: (a) all remaining Minimum Term Charges per SIM, (b) all Airtime incurred but not yet billed, (c) all Early Termination Charges (Clauses 17.6–17.11).

4.14.2 SIMs must be disconnected by Airacom only; Customer disconnection is invalid.

4.14.3 Airacom may retain numbers, SIMs, data and configurations until payment is made (Clause 26.1(e)). The Customer acknowledges it has no property rights in any numbers, SIM profiles or mobile identifiers, all of which may be withdrawn or reassigned until all Charges are fully paid.

4.14.4 Termination by the Customer is ineffective unless acknowledged in writing by a director of Airacom.

4.14.5 Any attempt by the Customer to port numbers away prior to paying all outstanding Charges constitutes a repudiatory breach and Airacom may block, withhold or reclaim such numbers.

4.14.6 Early Termination Charges are a primary debt and constitute a liquidated and ascertained sum, representing a genuine pre-estimate of loss. The Customer waives any right to dispute, challenge or recharacterise them as a penalty.

4.14.7 The Customer waives any right to seek injunctive relief, equitable relief, or any remedy intended to circumvent the Minimum Term, Early Termination Charges or Airacom’s right to block ports prior to settlement of all outstanding Charges.

4.15 Survival

Clauses relating to: Charges, fraud liability, security obligations, Minimum Term, termination, MDM restrictions, indemnities, all survive termination and remain binding.

4.15.1 Airacom’s rights to recover Charges, Airtime, usage, Early Termination Charges and fraud-related costs survive termination for six years from the termination date.

4.15.2 All Airtime, roaming, international, premium-rate, fraud-related and carrier-imposed clawback charges shall remain payable after termination and shall survive for as long as such charges may be lawfully raised by any carrier, platform or wholesale partner.

SCHEDULE 5 — EQUIPMENT, INSTALLATION & MAINTENANCE

5.1 Scope and Application

(a) This Schedule governs all Equipment supplied, installed, maintained, repaired, configured or supported by Airacom.
(b) It applies to purchased, leased, rented, financed, loaned, replacement, swap-out and temporary Equipment.
(c) This Schedule must be read together with Clauses 6 (Ownership & Risk), 7 (Delivery), 8 (Suitability), 14 (Exclusions), 16 (Liability) and 17 (Customer Obligations) of the Master Terms.
(d) In the event of any conflict, this Schedule prevails over the main Agreement for all Equipment-related matters. Any Customer purchase order, acceptance form, supplier terms, or third-party document shall have no effect on the Equipment terms unless expressly accepted in a written document signed by a director of Airacom.

5.1A Additional Equipment, Services & Changes

5.1.A1 All additional Equipment, hardware items, accessories, licences, configuration work, installation work, maintenance services or any other Equipment-related services not expressly included in the original Order Form must be documented in a separate Additional Services Order Form (ASOF).

5.1.A2 No additional Equipment or service is valid, binding or chargeable unless the ASOF is signed by: an authorised signatory of the Customer; and a director of Airacom.

5.1.A3 No email, purchase order, verbal approval, onsite request, engineer instruction, or informal communication shall constitute approval for additional Equipment or additional services. Only a signed ASOF creates a binding contractual commitment.

5.1.A4 Each ASOF forms a separate contractual commitment with its own Minimum Term, Charges and obligations in accordance with Clause 17.11. No ASOF is co-terminous with the main Agreement unless expressly stated in the ASOF.

5.1.A5 If any ASOF is blank, incomplete or unclear, the corresponding provisions of Clauses 1–34 and this Schedule apply automatically and conclusively, and Airacom’s interpretation prevails unless a director agrees otherwise in writing.

5.1.A6 All Charges under a signed ASOF constitute a primary contractual payment obligation under Clause 11 and are enforceable in full irrespective of use, readiness, delay or dependency on Customer systems.

SECTION A — EQUIPMENT SUPPLY

5.2 Title, Ownership & Retention of Title

(a) Purchased Equipment: Title transfers only upon Airacom receiving cleared funds for:
- the full purchase price,
- all delivery/installation charges, and
- all other sums owed by the Customer (Clause 6.1).
(b) Leased, rented or financed Equipment remains the property of Airacom or the finance provider at all times.
(c) Until title passes:

Airacom may enter any site and recover Equipment (Clause 6.3),

Equipment must be kept separate, identified and fully insured by the Customer, the Customer holds all Equipment as fiduciary bailee.

(d) Until title passes, the Customer shall not sell, dispose of, encumber, pledge, transfer, or grant any interest or security over the Equipment. Any attempt to do so is void and constitutes an immediate material breach.
(e) Airacom’s rights under this Clause survive insolvency, administration, liquidation or any creditor action affecting the Customer.
(f) The Customer shall provide Airacom with immediate, unhindered access to any premises, cabinet, data centre, comms room or third-party location where Equipment is stored or installed for the purpose of inspection, verification or recovery. Failure to provide such access within 24 hours constitutes a material breach.

5.3 Risk & Insurance

(a) Risk passes on delivery, collection, or installation, whichever occurs first (Clause 6.2).
(b) The Customer must insure all Equipment at full replacement value against loss, theft, fire, flood, damage and business interruption.
(c) Failure to insure is a material breach giving rise to suspension and termination under Clauses 17.9 and 25.
(d) The Customer’s failure to insure does not limit its liability; the Customer remains fully liable for the full replacement value, irrespective of cause. The Customer’s liability under this Clause applies irrespective of whether any insurance claim is accepted, rejected or delayed by the Customer’s insurer.

5.4 Supply Constraints & Availability

(a) All Equipment is subject to availability, supplier allocation and global supply constraints (Clause 6.6).
(b) Airacom is not liable for delays caused by supply chain issues, manufacturer shortages, customs, carrier delays, or regulatory restrictions.
(c) Any pre-paid or committed supplier or carrier charges, including ECCs, remain fully payable even if the Customer cancels, refuses delivery, alters the specification, or fails to proceed for any reason.
(d) Pre-paid supplier charges are payable even where Airacom has not yet supplied the Equipment, including where delays are attributable to global supply chain constraints.
(e) The Customer agrees that supplier, manufacturer or global supply-chain delays shall not constitute frustration of the Contract and shall not relieve the Customer of any Charges, obligations or Minimum Term commitments.

5.5 Configuration, Provisioning & Acceptance

(a) Equipment is deemed accepted upon the earliest of: delivery, installation, configuration, first use, or the expiry of 24 hours from delivery (Clause 7.1).
(b) Any issues must be reported in writing within 24 hours. The Customer is deemed to have had full opportunity to test the Equipment within this period, and failure to perform such testing shall not extend or delay acceptance.
(c) Any failure to report issues within 24 hours constitutes deemed acceptance, waiving all rights to reject, withhold payment or claim non-delivery.

SECTION B — INSTALLATION SERVICES

5.6 Installation Appointments

(a) Installation dates are estimates only; time is not of the essence (Clause 16.5).
(b) The Customer must: Provide full access, ensure readiness, provide power, network points, cabling, and environmental conditions.
(c) Missed appointments or site not ready: Chargeable at standard engineering rates + travel + wasted resources.
(d) The Customer acknowledges that any rebooking may extend installation timelines, and such delay does not alter the Minimum Term for any associated Services.
Delay to any installation date, whether caused by the Customer, supplier or external factors, shall not give the Customer any right to cancel or withhold payment for the Equipment or related Services.
(e) Any delay, refusal of access, site non-readiness, or missed appointment caused by the Customer shall not pause, delay, reduce or suspend any Charges or the commencement of any Minimum Term for any associated Services. All abortive visits, wasted engineering time, travel, carrier charges and rebooking costs are fully chargeable and may not be withheld or disputed.

5.7 Installation Standards

Airacom shall install Equipment in accordance with:

(a) manufacturer requirements;
(b) safety and regulatory requirements;
(c) Airacom’s internal engineering standards.

Airacom may refuse to install Equipment if the site is unsafe, non-compliant or inaccessible.

5.8 Pre-Existing Customer Equipment

(a) Airacom is not liable for the performance, configuration, compatibility or faults of any Customer-supplied equipment.
(b) Integration with existing systems is chargeable and not guaranteed.
(c) Any fault arising from Customer systems voids all SLAs, response times and warranties under Clause 12 and Clause 14.
(d) Where Customer equipment prevents successful installation, the installation shall be deemed completed for all billing, acceptance and Minimum Term commencement purposes, and all related Charges remain fully payable.

SECTION C — MAINTENANCE & SUPPORT

5.9 Included Maintenance

Included maintenance consists only of:

(a) reasonable assistance for Airacom-supplied Equipment;
(b) replacement of manufacturer-defective parts (subject to exclusions);
(c) remote diagnostics and fault triage;
(d) onsite engineering where deemed necessary by Airacom.

Airacom determines the required method of response (Clause 12.2).

5.10 Excluded Maintenance (Fully Chargeable)

The following are always chargeable, regardless of warranty:

(a) Customer misuse, damage, negligence, or improper storage.
(b) Third-party interference, unsupported changes, tampering or relocation.
(c) Environmental issues: power, cabling, overheating, ingress, humidity, surges.
(d) Cyber-attacks, malware, compromised credentials.
(e) “No fault found” callouts.
(f) Work required due to Customer Default (Clause 17.3).
(g) Obsolescence, EOL hardware, or manufacturer product retirement.
(h) Consumables, wear-and-tear or periodic replacement components.
(i) Any failure or degradation caused by Customer-installed software, updates, firmware, drivers, or third-party remote access tools.
(j) Any fault not replicated during diagnostic testing or caused by environmental or electrical instability shall be treated as “No fault found”.
(k) All excluded maintenance activities are treated as Additional Services ordered under a signed ASOF pursuant to Clause 17.11 and are payable as a primary payment obligation under Clause 11. The Customer shall have no right to dispute, set-off, withhold or delay payment for any excluded maintenance work, irrespective of dissatisfaction, recurrence of faults or any alleged failure of performance.

All excluded maintenance activities listed in this Clause 5.10 are fully chargeable and may not be disputed, withheld or reduced for any reason, including dissatisfaction, delay or repeated faults.These align with Clause 14 (Exclusions) and are enforced as such.

5.11 Replacement, Swap-Out & RMA Equipment

(a) Replacements may be new, refurbished, or functionally equivalent, at Airacom’s discretion.
(b) Faulty units must be returned within 7 days; otherwise, full replacement charges apply.
(c) Any withheld, damaged or missing items are charged at full replacement value.
(d) Airacom may invoice a temporary loan unit if not returned.
(e) Airacom’s engineering logs, diagnostics and RMA test results shall be conclusive evidence of fault, condition, misuse or damage unless the Customer provides clear and irrefutable technical evidence to the contrary.
(f) Loan or RMA Equipment remains the property of Airacom at all times; failure to return is treated as a purchase at full replacement value plus administrative charges.
(g) The Customer is responsible for backing up all data; replacement processes may wipe or overwrite data without liability.
(h) All courier, carriage, logistics and handling costs relating to any replacement, swap-out, loan or RMA Equipment are payable by the Customer. Failure to return any Equipment within the permitted timeframe constitutes an immediately payable primary debt and may not be disputed, withheld or delayed.

5.12 Preventative Maintenance

Routine maintenance, firmware upgrades, proactive health checks or optimisation tasks are not included unless part of a paid plan. All preventative or proactive maintenance activities are fully chargeable at Airacom’s prevailing rates and do not form part of any included service; the Customer has no right to dispute, withhold or offset such charges.

SECTION D — CUSTOMER OBLIGATIONS

5.13 Customer Responsibilities

The Customer shall:

(a) Maintain suitable environmental conditions (power, ventilation, rack space, security).
(b) Protect Equipment against theft, damage, interference and cyber intrusion.
(c) Follow all Airacom instructions, policies, technical requirements (Clause 17.1).
(d) Use only approved accessories, software, consumables and power supplies.
(e) Not move, relocate, alter or modify Equipment except with written permission.
Failure to comply constitutes Customer Default (Clause 17.3).
(f) Customer must ensure that only authorised personnel operate or interface with the Equipment.
(g) Customer must maintain stable electrical supply including surge protection; damage arising from electrical faults is fully chargeable.
(h) Any failure by the Customer to comply with this Clause 5.13 shall immediately void all warranties, SLAs and response obligations, and Airacom may treat such failure as a Customer Default under Clause 17.3.

5.14 Unauthorised Work

Any third-party work voids all warranties, support obligations and SLAs (Clauses 12.3 and 14.1). All remedial work required as a result of any unauthorised work is fully chargeable, and Airacom shall have no liability for any resulting fault, instability or failure.

5.15 Fraud, Misuse & Security

The Customer is fully liable for:

(a) toll fraud, hacking, cyber compromise,
(b) fraudulent use of telephony, SIP or network services,
(c) misuse or unauthorised access.
(d) Airacom may immediately disconnect or isolate affected Equipment where fraud or compromise is suspected, without liability and without affecting any Charges payable.

Airacom has no liability under Clause 16.2(f). Liability for all usage, charges and losses arising from any fraud, misuse or security compromise remains with the Customer irrespective of cause or fault.

SECTION E — CHARGES

5.16 Equipment Charges

(a) All Equipment Charges are non-refundable (Clause 10).
(b) Configuration, installation, remote work, site surveys and call-outs are chargeable.
(c) Usage-based or consumption-based elements apply at prevailing rates.
(d) The Customer shall have no right of set-off, deduction, abatement or withholding in respect of any Equipment Charges, installation charges or maintenance fees, all of which are payable in full under Clause 11.
(e) All installation, configuration and engineering work performed—even partially—remains fully chargeable regardless of subsequent cancellation or Customer non-readiness.
(f) All Equipment Charges remain payable in full irrespective of whether the Equipment is used, usable, or affected by Customer systems, infrastructure, environment or third-party platforms.

5.17 Missed Appointment Charges

If the Customer is not ready, denies access, or fails to attend, Airacom may charge: Full engineering fee, travel time, wasted labour/resources, supplier penalties. Such charges represent a genuine pre-estimate of Airacom’s loss and are recoverable as a primary payment obligation, not a penalty.

5.18 Annual Price Increases

All maintenance and rental Charges increase annually under Clause 13 (CPI or 8%, whichever is higher). Annual price increases do not give rise to any right to terminate, cancel or reduce any Minimum Term or Charge.

SECTION F — SUSPENSION, TERMINATION & RECOVERY

5.19 Suspension

Airacom may suspend Equipment Services immediately and without liability where:

(a) the Customer is in breach or in Customer Default (Clause 17.3),
(b) any invoice is overdue,
(c) Equipment presents a safety or network risk,
(d) unauthorised work or interference occurs.

Suspension does not pause, reduce or remove any Charges, all of which remain payable in full during any period of suspension, and the Customer shall have no right to any refund, credit, extension or set-off arising from such suspension.

5.20 Recovery of Airacom-Owned Equipment

Upon termination (Clauses 25–26):

(a) Airacom may enter any premises and recover Equipment,
(b) the Customer must provide full access within 24 hours of request,
(c) refusal of access is a material breach,
(d) recovery and enforcement costs are payable by the Customer (Clause 6.7).
(e) The Customer expressly waives any right to object to repossession, levy set-off, or withhold access, and acknowledges that all Equipment owned by Airacom or its finance provider must be surrendered immediately upon demand.
(f) If Equipment is not returned within 7 days of request, Airacom may charge full replacement value plus enforcement costs.
(g) Where recovery is delayed, obstructed or refused, Airacom may immediately invoice the full replacement value of the Equipment together with all enforcement, legal, recovery and administration costs, all of which shall become immediately due as a primary payment obligation.

5.21 Early Termination

If the Customer terminates early:

(a) all Minimum Term Charges remain payable in full,
(b) all rented/leased Equipment must be returned at Customer cost,
(c) all swap-out/loan units must be returned immediately,
(d) Airacom may charge Early Termination Charges under Clauses 10 and 25.
(e) Early Termination Charges are a primary payment obligation, not a penalty, acknowledged as reasonable and proportionate under UK contract law. The Customer waives any right to challenge enforceability. The Customer acknowledges that Equipment return does not reduce, waive or extinguish any Early Termination Charges, which remain payable in full irrespective of the condition, return, reuse or resale of any Equipment.

SECTION G — WARRANTIES & LIABILITY

5.22 Warranty

(a) Airacom warrants manufacturer defects only.
(b) Warranty is void if exclusions apply (Clause 14).
(c) Software warranties are governed by Clause 18.
(d) To the fullest extent permitted by law, all implied terms, warranties or conditions relating to quality, fitness for purpose, performance or reasonable skill and care are excluded.

5.23 Liability

Airacom’s liability regarding Equipment is strictly limited under Clause 16:

(a) no liability for indirect loss, data loss, business interruption,
(b) aggregate liability capped at Charges paid in the last 12 months.
(c) Airacom is not liable for manufacturer recalls, known defects, or supply chain defects; Customer claims must be made directly to the manufacturer where applicable. Airacom has no liability for any manufacturer defect, recall, firmware issue or inherent design fault, and the Customer’s sole remedy for such matters lies directly with the manufacturer.

SECTION H — MISCELLANEOUS

5.24 Data Responsibility

Customer must back up all data before collection, repair or replacement. Airacom has zero liability for any data loss (Clause 16.8). No data loss, corruption, failure or recovery issue shall entitle the Customer to dispute, delay, withhold or set-off any Charges.

5.25 Survival

This Schedule survives termination to the extent required to recover Equipment, Charges, or liabilities.

5.26 Contractual Interpretation & Default Rule (Equipment)

(a) If any field, value, Equipment description, model number, price, installation fee, configuration detail or quantity in the Order Form is: Blank, incomplete, illegible, ambiguous, overwritten, inconsistent, stated as “TBA”, “0”, “N/A”, a dash, left for later completion, or disputed after signature — then Airacom’s corresponding standard specification and/or the most protective version for Airacom shall apply automatically and conclusively.
(b) No blank or incomplete field reduces, waives or extinguishes any Charges or Minimum Term obligations.
(c) If conflicting values appear, the value most protective of Airacom prevails unless a director expressly waives this in writing.
(d) This clause survives termination and applies in all billing, enforcement and legal proceedings.
(e) Where any Equipment specification, model, configuration, licence, accessory or installation requirement is blank or unclear, Airacom’s standard specification and prevailing commercial rates shall apply automatically and conclusively.

SCHEDULE 6 — MANAGED PRINT SERVICES (MPS)

Forms part of the Airacom Master Services Agreement. Clauses 1–34 apply in full and override any conflicting wording unless expressly amended within this Schedule.

1. DEFINITIONS & INTERPRETATION

Fraudulent Print Activity: means any intentional or negligent action that manipulates, interferes with, bypasses or misrepresents meter readings, toner usage, consumable levels or device telemetry, including but not limited to: deliberate disconnection, disabling monitoring software, manual resets, software resets, firmware manipulation or the use of non-approved consumables. Any Fraudulent Print Activity shall constitute a material breach incapable of remedy, giving rise to immediate suspension and Early Termination Charges.

MPS Equipment: All printers, photocopiers, MFDs, scanners, LFPs, plotters, controllers, and all print-related hardware supplied, installed, supported or monitored by Airacom.

Print Volumes: All device-meter recorded output, counted:

per side
per page size
per orientation
duplex = 2 clicks
A3 = 2 × A4 equivalents
landscape counted per industry standards
Includes meter-based equivalents for LFP.

Where meter data is unavailable, corrupted, inaccessible or inconsistent with expected duty cycles, Airacom’s calculated estimates shall be final and binding.

Minimum MPS Service Fee: The mandatory recurring monthly charge per device type, being:

£39.00 + VAT per A4 device per month, and/or
£49.00 + VAT per A3 device per month,

Unless expressly stated otherwise on the Order Form. If any device information on the Order Form is blank, incomplete, illegible, contradictory or missing, the Minimum MPS Service Fee shall default automatically to these rates for the full Term. The Minimum MPS Service Fee is a fixed recurring charge payable in full irrespective of device use, status, availability, connectivity or operational condition.

CPC (Cost-Per-Click) Rates: Mono and colour CPC rates shown in the Agreement or, if blank, Airacom’s standard CPC tariff applies.

Remote Print Management Software: Any software/agent used for monitoring, diagnostics, telemetry, meter collection or predictive maintenance.

Print-IT Service Fee: Any applicable per-device monthly software management charge.

2. COMMENCEMENT, TERM & RENEWAL

2.1 Commencement of MPS

MPS begins upon the earliest of:

(a) installation or delivery of any MPS Equipment;
(b) delivery of toner or consumables;
(c) activation of monitoring software;
(d) first use of any equipment;
(e) Airacom-completed site survey.

Use or non-use of the MPS Equipment by the Customer does not delay, suspend or otherwise affect the Commencement Date or the start of any Minimum Term. The Commencement Date may not be disputed, withheld or delayed for any reason, and no alleged non-use, installation delay or operational issue shall suspend or postpone the Minimum Term or any Charges.

2.2 Minimum Term

Unless the Order Form expressly specifies otherwise: The Minimum Term is 60 months per device. If any device information is blank, incomplete, unclear or contradictory on the Order Form, the Minimum Term shall default automatically to sixty (60) months per device, and no verbal statement or representation shall vary this requirement. The Customer acknowledges that blank or incomplete device fields default automatically to the sixty (60) month Minimum Term and that no allegation of mis-selling, misunderstanding or undocumented variation shall amend or reduce this Term.

2.3 Renewal: Pursuant to Clauses 17.6 and 17.7:

automatic 12-month rolling renewal;
90-day written notice;
mid-term termination strictly prohibited.

2.4 Lease Independence:

Any lease or finance contract is separate.
Termination or expiry of a lease does not terminate MPS.
Non-availability of equipment does not suspend or reduce Minimum Fees or CPC charges.

Any dispute, delay or non-performance relating to a separate lease or finance agreement shall not suspend, defer or reduce any MPS Charges.

3. CONDITIONS PRECEDENT

3.1 Installation Conditions

MPS depends on: Satisfactory site survey, accurate customer data, required permissions, adequate technical infrastructure. Any failed, aborted or incomplete installation visit caused by the Customer shall be chargeable at Airacom’s prevailing engineering rates.

3.2 Failure of Conditions

If the Customer delays or fails conditions, Airacom may:

(a) Suspend, delay, or cancel MPS with all incurred costs fully chargeable under Clauses 3.3, 3.4 and 17.
(b) Any delay, failure or refusal by the Customer to satisfy the Conditions Precedent shall not suspend, postpone or waive any Minimum Monthly Service Fee, CPC Charge or other payment obligation.

4. SCOPE OF MPS SERVICE

4.1 Standard Hours: 09:00–17:00 Monday–Friday, excluding UK public holidays. Any support or engineering activity outside Standard Hours shall be chargeable at Airacom’s prevailing rates unless expressly included in the Order Form.

4.2 SLAs: All response and fix times are reasonable endeavours only per Clause 12.0. Any failure to meet any response or fix time shall not constitute a breach, shall not entitle the Customer to any refund, credit, suspension, termination or set-off, and shall not reduce or waive any Charges.

4.3 Consumables (unless expressly stated otherwise)

(a) Toner included
(b) All other consumables (drums, fusers, imaging units, waste bottles etc.) chargeable.
(c) Use of non-approved, refilled or third-party consumables voids all support obligations and causes all related faults, repairs, parts and call-outs to be fully chargeable at Airacom’s prevailing rates.

Any consumables supplied but not returned upon request, or consumed due to misuse, incorrect media, poor maintenance or non-compliance with manufacturer guidelines, shall be fully chargeable at Airacom’s prevailing rates.

4.4 Obsolete/Uneconomic Repairs

If spares become unavailable or uneconomic, Airacom may provide 7 days’ notice and cease support with no refund or credit. Cessation of support under this clause does not reduce, waive or suspend any Minimum Monthly Service Fee, CPC Charge or other contractual payment obligation.

5. MPS CHARGES

5.1 Minimum Monthly Service Fee (Per Printer Type – A4 or A3)

The Customer must pay:

A4 devices: £39.00 + VAT per month
A3 devices: £49.00 + VAT per month
unless the Order Form explicitly states a different amount.

If the Order Form: Is blank, unclear, inconsistent, overwritten, illegible, missing device description the default A4/A3 rates apply automatically for the full Term. These charges are: Mandatory, non-refundable, payable regardless of usage, payable even if unused, removed, damaged, lost, unreturned or disconnected, payable even if the Customer refuses monitoring software, payable even if Airacom cannot access the device due to Customer actions.

Minimum Monthly Service Fees remain payable in full irrespective of whether any device is: offline, disconnected, inaccessible, removed, relocated, powered off, out of service, or otherwise unavailable for monitoring or use for any reason attributable to the Customer. Loss of telemetry, blocked monitoring, restricted access or any Customer-controlled condition preventing accurate meter collection shall not suspend or reduce any Minimum Monthly Service Fee.

5.2 CPC (Print/Copy/Scan) Charges

Charged for all meter activity:

(a) If CPC fields are blank, standard Airacom CPC applies.
(b) If meter data is unavailable, Airacom may apply binding estimated usage using: Historical averages, or manufacturer duty cycle.
(c) Where Airacom reasonably suspects or detects Fraudulent Print Activity, disabled monitoring, device tampering or inaccurate meter data, Airacom may apply binding estimated usage based on historical volumes, comparable device averages or manufacturer duty cycle, and such estimates shall be conclusive and fully payable.

5.3 Minimum Billing Rule: The Minimum Monthly Service Fee is waived only where actual CPC usage for that device exceeds the Minimum Fee for the same billing period. Where usage does not exceed the Minimum Fee, the Minimum Fee applies and is fully payable. The Customer shall have no right to dispute, withhold or reduce any Minimum Fee on the basis of low usage, missing meter data, device disconnection, downtime, or any failure by the Customer to provide readings or maintain monitoring connectivity. Airacom’s calculation of Minimum Fee application is final and binding.

5.4 Billing Frequency: Monthly (default) or quarterly if specified. Billing frequency does not affect, suspend or reduce any Minimum Monthly Service Fee or CPC Charge, and the Customer shall not dispute invoices on the basis of billing cycle timing.

6. METER READINGS

6.1 Customer Duty: Monthly (or quarterly) meter readings must be submitted. Failure to submit accurate meter readings constitutes a Customer Default under Clause 17.3.

6.2 Failure to Provide: Airacom may:

(a) estimate usage (+10% uplift) – binding and non-disputable
(b) charge £29 + VAT per device admin fee
(c) suspend toner and maintenance
(d) Any estimated usage and uplift applied under this clause shall be final and binding, even where subsequent meter data differs, and shall not be subject to dispute, reduction or withholding.

6.3 Refusal of Monitoring Software: £12 + VAT per device per month applies. Any refusal, disabling, circumvention or interference with monitoring software constitutes Fraudulent Print Activity and a Customer Default under Clause 17.3.

6.4 All additional MPS devices, Print-IT licences, CPC items, volume increases, consumables, software, new sites, upgrades, maintenance packs, or any added Managed Print Services (“Additional MPS Services”) must be documented in a written Additional Services Order Form (“ASOF”).

6.5 No Additional MPS Services are valid, binding, delivered, supplied, committed, or chargeable unless and until a separate ASOF has been duly signed by:

(a) an authorised signatory of the Customer; and
(b) a director of Airacom.

6.6 No email instruction, purchase order, portal submission, phone request, technician request, user-generated change, or informal communication constitutes a valid request, nor creates any contractual obligation, unless executed in a signed ASOF in accordance with Clause 6.X.2.

6.7 Each ASOF forms a separate binding contractual commitment under Clauses 1–34 and Schedule 6 and inherits all Terms, Charges, CPC rules, Minimum Monthly Service Fees, Meter obligations, Early Termination Charges, and enforcement provisions set out in this Agreement.

6.8 Unless expressly stated otherwise in the ASOF, each Additional MPS Service has its own independent sixty (60) month Minimum Term which runs separately from all other devices and Services.

6.9 Any blank, incomplete or ambiguous field on an ASOF defaults automatically to the corresponding provision in Clauses 1–34 and this Schedule, including the default 60-month Minimum Term, Airacom’s standard CPC tariffs, and the Minimum Monthly Service Fee applicable to the added device type. The value most protective of Airacom shall apply.

6.10 If the Customer uses, deploys, connects, requests support for, receives consumables for, or otherwise benefits from any Additional MPS Service without a signed ASOF, Airacom may (at its sole option):

(a) treat the usage as acceptance of a binding ASOF; and/or
(b) charge the Customer at Airacom’s prevailing commercial rates;

and such charges shall be fully payable as a primary contractual obligation.

7. CUSTOMER OBLIGATIONS

Customer must:

(a) Use correct media,
(b) maintain stable power,
(c) ventilation, temperature (10–25°C),
(d) ensure full internet connectivity for monitoring,
(e) prevent third-party maintenance,
(f) provide unrestricted engineer access,
(g) pay for damage, misuse, networking issues, software interference or environmental conditions,
(h) Any disconnection, obstruction, tampering, or failure to maintain continuous monitoring connectivity constitutes a Customer Default and may be treated as Fraudulent Print Activity. All resulting costs, increased CPC usage, estimated billing and engineering time are fully payable by the Customer.

Failure = Customer Default triggering Clause 17.3 remedies.

8. EARLY TERMINATION

8.1 Prohibited: No termination during the Minimum or Extended Term except under Clause 17.7.

8.2 If Customer Cancels Early

Customer must pay:

All remaining Minimum Monthly Fees (A4 = £39 / A3 = £49 unless stated otherwise)
Remaining term CPC charges using highest of:
12-month historical average
manufacturer duty cycle
All outstanding invoices
Admin fee £495 + VAT

Early Termination Charges constitute a liquidated and ascertained sum and not a penalty. They represent Airacom’s genuine pre-estimate of loss and the Customer acknowledges they are reasonable and proportionate. The Customer has no right to challenge, reduce, mitigate, set-off or withhold any Early Termination Charges.

8.3 Formula

Early Termination Charge =
(Remaining Months × A4/A3 Minimum Fee) +
(Remaining Months × Avg CPC) +
Outstanding invoices +
£495 admin fee

All Early Termination Charges calculated under this clause become immediately due and payable as a primary payment obligation upon termination or Customer Default.

8.4 Lease Irrelevant: Lease termination does not end MPS obligations.

9. OWNERSHIP & RETURNS

All equipment remains Airacom property.Return required within 7 days of termination. Non-return fees apply. Customer pays all costs and risk. Unused consumables must be returned or fully paid for.

9.0A Risk in all MPS Equipment remains with the Customer until the Equipment is physically returned to and accepted by Airacom. The Customer is liable for any loss, theft, damage, destruction or non-return of Equipment, irrespective of cause.

9.1 Until title passes, Airacom may, without notice and without the need for a court order, enter any premises where the MPS Equipment is located and remove the Equipment. This right applies notwithstanding any insolvency event affecting the Customer. The Customer shall provide immediate access and shall not obstruct or delay recovery. Airacom’s retention of title applies on an “all monies” basis and secures all sums owed by the Customer under any agreement with Airacom.

10. LIABILITY & EXCLUSIONS: Airacom is not liable for: Network/firewall/AV faults, user errors, OS updates, manufacturer delays, consumable shortages, downtime or print disruption. Payment cannot be withheld or offset under any circumstances. The Customer shall have no right of abatement, counterclaim, deduction or set-off in respect of any Charges.

10.1 Replacement of Lost Consumables: Where a Consumable (including but not limited to toner) is delivered to the Customer’s Installation Address, and subsequently becomes lost, damaged, stolen, or otherwise unaccounted for prior to its installation and use, and the Company is required to dispatch a replacement, the Company shall be entitled to charge the Customer the Cost of Replacement for the missing item.

10.2 Replacement Cost: The Replacement Cost shall be defined as the current list price or commercial retail selling price for that specific consumable, as published by the Company at the time of invoicing, plus a pre-estimated amount of £39 to cover administrative, logistics, and re-stocking costs.

10.3 Evidence of Delivery: For the purpose of this clause, the Company’s proof of delivery to the Installation Address by a third-party courier shall be sufficient evidence that the Consumable has been delivered and the risk of loss passed to the Customer pursuant to Clause 7.1.1.

11. SUSPENSION & ENFORCEMENT: Upon non-payment or Customer Default, Airacom may: Suspend MPS, remove equipment, withhold toner, accelerate remaining charges, recover enforcement costs, charge interest per Clause 11

11.1A The Customer shall pay Airacom’s full enforcement, recovery, agent and legal costs (on an indemnity basis) arising from any non-payment or Customer Default, including court fees, debt collection fees and professional charges.

12. TRANSITION FROM PRIOR PROVIDER: Customer remains fully liable for all previous provider charges unless expressly stated otherwise.

13. PRE-INSTALLATION TERMINATION

If Customer cancels before installation:

(a) £495 + VAT admin fee
(b) supplier prep costs up to £2,000 + VAT
(c) The Customer remains liable for all supplier, manufacturer or logistics cancellation charges incurred by Airacom, and all preparatory engineering work performed, whether or not the Customer proceeds with installation. (Except Small Business Customers)

14. SURVIVAL

Obligations for: Charges, CPC, minimum fees, meter obligations, ownership, confidentiality continue until all sums paid in full. No refunds apply even if service suspended or equipment unused.

15. CONTRACTUAL INTERPRETATION & DEFAULT RULE

15.1 If any field, charge, CPC rate, term, allowance, fee, description, Service detail or monetary value within the Order Form (including Part 1 and Part 2), or within this Schedule, is: Left blank, incomplete, illegible, ambiguous, overwritten, inconsistent with any other section, stated as “TBA”, “included”, “0”, “N/A”, or a dash “–”, left for later completion, or disputed after signature,

then the corresponding term set out in this Schedule and/or Clauses 1–34 of the Master Terms & Conditions shall apply automatically, conclusively and without further reference to the Customer.

15.2 The Customer agrees that no blank or incomplete field shall: Remove, reduce, waive, delay, or invalidate

any Minimum Term, Minimum Monthly Service Fee, CPC Charge, Meter Obligation, or any other payment or contractual obligation.

15.3 Where contradictory, duplicate or differing values appear on the Order Form, the value most protective of Airacom shall prevail, unless expressly amended in writing and signed by a Company Director of Airacom.

15.4 This clause applies irrespective of: Any sales errors, Omitted fields, handwritten amendments, customer-supplied wording, pre-contractual discussions, internal Customer documentation, or subsequent claims of misunderstanding or mis-selling.

15.5 For the avoidance of doubt, this clause survives termination and applies fully to: Billing, collections, enforcement, early-termination calculations, legal disputes, adjudication, mediation, and court proceedings.

15.6 The Customer acknowledges that it has not relied on any statement, representation or warranty not expressly set out in this Agreement or the Order Form. Any alleged verbal or pre-contractual statement shall not amend or override this Schedule or the Master Terms.

SCHEDULE 7 — RADIO & HARDWARE HIRE SERVICES

This Schedule forms part of the Agreement and is governed by Clauses 1–34 (Master Terms & Conditions). Where conflict exists, this Schedule prevails for all Radio & Hardware Hire Services.

7.0 Additional Services — ASOF Requirement

7.0.1 All additional Hire Equipment, accessories, batteries, chargers, PoC units, ATEX devices, repeaters, audio accessories, infrastructure equipment, extended hire durations, upgraded kits, additional quantities or any other hire-related changes must be documented in a written Additional Services Order Form (ASOF).

7.0.2 No addition, change, extension, variation or new hire shall be valid or binding unless the ASOF is signed by:

(a) an authorised signatory of the Customer; and
(b) a director of Airacom.

7.0.3 No email, telephone call, purchase order, message, portal instruction or verbal request shall constitute a binding amendment. Only a signed ASOF is contractually valid.

7.0.4 Each ASOF forms a separate and independent contractual commitment with its own Minimum Hire Period and Charges, unless expressly stated otherwise in the ASOF.

7.0.5 Where any ASOF field is blank, unclear, illegible, inconsistent or marked “TBA”, “0”, “N/A”, the corresponding term set out in this Schedule and Clauses 1–34 applies automatically and conclusively. The value most protective of Airacom shall prevail.

7.1 Scope & Application

7.1.1 This Schedule governs the hire of two-way radios, PoC devices, walkie-talkies, ATEX radios, repeaters, antennas, chargers, batteries, cases, audio accessories, infrastructure equipment, and all associated hardware supplied by Airacom (“Hire Equipment”).

7.1.2 Applies to Event Hire, Short-Term Hire, Long-Term Hire, Project Hire, Framework Hire, and any hire arrangement represented on Order Form Part 2 or in the Notes Section.

7.1.3 Strict B2B Only. Hire Equipment is supplied solely to business customers. The Customer warrants it is a business entity and not a consumer. All protections of the Consumer Rights Act 2015 are expressly excluded.

7.1.4 All Hire Equipment is provided as-is, subject to fair wear & tear limits determined exclusively by Airacom. All statutory or implied terms as to quality, fitness for purpose or performance are excluded to the fullest extent permitted under UK law.

7.1.5 Airacom may take time-stamped photographs and asset documentation of the Hire Equipment prior to dispatch; such evidence is conclusive proof of the condition and completeness of all items at the commencement of hire.

7.2 Hire Period, Extensions & Holdover Charges

7.2.1 The Hire Period starts when Hire Equipment leaves Airacom’s custody (dispatch or collection), and ends only when all items are… returned, inspected, tested and accepted…

7.2.1A Airacom’s inspection and count of returned Hire Equipment shall be final, binding and conclusive, unless the Customer provides clear and irrefutable contrary evidence within 12 hours of return.

7.2.1B Date-Based Minimum Terms: Where the Minimum Term for Hire Equipment is specified in days or weeks on the Order Form or ASOF, that period shall constitute the binding Minimum Term. Any references in the Master Agreement or any Schedule to monthly, quarterly or annual Minimum Terms shall not apply to Radio & Hardware Hire Services. The Hire Period and Minimum Term for Radio & Hardware Hire may be expressed in days or weeks without affecting enforceability, and all Charges remain fully payable for the entire stated period.

7.2.2 Any late return triggers automatic Holdover Charges at 150% of the daily/weekly hire rate per item, accruing continuously until full return and acceptance.

7.2.3 Hire charges are fully non-cancellable, non-refundable and not subject to abatement from the point of dispatch, irrespective of use, cancellation, operational changes, event changes, weather or any circumstance beyond Airacom’s control.

7.2.4 Early return does not reduce charges unless expressly agreed in writing by a director of Airacom.

7.2.5 Partial returns are invalid. Hire Equipment is charged based on the entire fleet issued unless Airacom agrees otherwise in writing.

7.2.6 If Hire Equipment is returned incomplete, damaged, wet, dirty, or missing accessories, holdover charges continue until: Replacement items are supplied, missing units are located and accepted, or damage/loss charges are paid in full. Hire charges continue to accrue until all loss, damage and replacement charges have been paid in full and cleared funds received by Airacom.

7.3 Risk, Title & Security

7.3.1 Risk transfers to the Customer at the moment of dispatch from Airacom facilities and remains solely with the Customer until written return acceptance.

7.3.2 Title never transfers. All Hire Equipment remains the property of Airacom.

7.3.3 The Customer must:

Keep all Hire Equipment secure at all times,
prevent theft, loss, damage or unauthorised use,
maintain an internal asset register for audit on request.

The Customer is responsible for all loss or damage caused by its employees, subcontractors, agents, temporary staff, event attendees or any third party.

7.3.4 Airacom may require:

a Security Deposit,
Director Personal Guarantee,
Proof of Business Insurance,
or other financial security before releasing Hire Equipment.

Airacom shall have no obligation to dispatch or release Hire Equipment until all requested security, guarantees or insurance evidence has been provided to its satisfaction.

7.4 Mandatory Business Insurance

7.4.1 The Customer must hold valid business insurance covering:

theft, accidental damage, loss, fire, water damage, malicious damage, damage during events, load-in/load-out, and transport. unexplained loss, disappearance or inventory shortage; loss or damage occurring during Customer-arranged transport or courier movements;

7.4.2 The Customer warrants that its insurance expressly covers hired-in equipment at full replacement value.

7.4.3 Airacom does not insure Hire Equipment during the Hire Period.

7.4.4 Any insurance shortfall, excess, exclusion, limitation, or insurer refusal to pay—whether or not caused by the Customer’s acts, omissions or policy wording—must be paid by the Customer immediately on demand.

7.5 Ofcom Licensing & Radio Frequency Compliance

7.5.1 The Customer acknowledges that:

Ofcom regulates UK radio frequencies, and
Airacom has no control over Ofcom licence changes, interference investigations, or spectrum restrictions.

7.5.2 Airacom accepts no liability for:

interference, licensing restrictions, frequency conflicts, no cellular, or WiFi coverage,
revoked permissions, or any limitation imposed by Ofcom or third-party spectrum holders.

7.5.3 Any fines, penalties, enforcement actions or licence violations arising from Customer use are the sole responsibility of the Customer, who shall indemnify Airacom in full.

7.5.4 The Customer is solely responsible for obtaining, maintaining and complying with all required Ofcom licences, permits and spectrum authorisations. Any interruption, restriction, revocation or interference caused by Ofcom or any third-party spectrum holder shall not suspend or reduce any Hire Charges, and Airacom shall have no liability for any resulting downtime, disruption or loss.

7.6 Delivery, Collection & Failure to Return

7.6.1 Delivery and collection are chargeable Services.

7.6.2 Liability for loss, theft, damage, or unpaid charges continues until written acceptance of return.

7.6.3 If any Hire Equipment is not returned by the agreed date, Airacom may:

charge holdover fees,
initiate immediate recovery,
enter Customer premises or event sites (Clause 34),
deem items lost after 7 days, triggering full replacement charges.

Airacom’s right of entry includes any third-party venue, event site, vehicle compound, temporary structure or subcontractor location where Hire Equipment is reasonably believed to be held.

7.7 Maintenance, Condition & Fault Handling

7.7.1 Airacom maintains Hire Equipment for fair wear and tear only.

7.7.2 The Customer is strictly liable for all damage to Hire Equipment, however caused and whether or not arising from negligence, misuse, mishandling, incorrect operation, improper storage or adverse environmental conditions, including but not limited to:

(a) Drops,
(b) impact or crushing,
(c) water or moisture ingress, dust or chemical contamination,
(d) battery or charger misuse,
(e) incorrect cables or accessories,
(f) forced antenna removal,
(g) unapproved modifications.

7.7.3 Airacom may replace or swap-out equipment at its discretion. Hire charges continue in full during: Repairs, Investigations, Replacements, Disputes Regarding Condition.

7.8 Damage, Loss, Theft & Total Failure Liability

7.8.1 The Customer accepts full economic responsibility for all non-wear-and-tear damage, theft or loss. Such liability applies irrespective of cause, including theft, third-party acts, weather, accidental damage, operational use, or failure of the Customer’s insurance.

7.8.2 The Customer must: Report theft/loss within 12 hours, provide a Crime Reference Number, assist with any recovery or insurance actions.

7.8.3 Hire charges continue until: Replacement items are fully paid, and all outstanding charges are settled.

7.8.4 Airacom is not obliged to provide replacement units until all amounts due are paid.

7.8.5 Photographic Evidence Rule: Airacom’s pre-dispatch photos, checklists, and diagnostic records are final, binding and conclusive unless the Customer provides irrefutable technical evidence within 12 hours of delivery.

7.9 Replacement Costs

7.9.1 Replacement charges apply at the higher of: Airacom’s published Replacement List, or the current retail equivalent model + 25% administrative uplift.

7.9.2 For large losses (e.g., full fleet), Airacom may also charge:

lost hire revenue for up to 30 days,
procurement and administration fees,
express sourcing costs.

7.9.3 Damage beyond economic repair is treated as total loss.

7.9.4 7.9.4 Airacom’s valuation of any loss or damage shall be final and binding, absent manifest error, and shall form the basis for all replacement charges and associated costs.

7.10 Payment Terms, Enforcement & Non-Payment

7.10.1 Hire charges may be invoiced in advance or arrears.

7.10.2 All invoices are due within 14 days, payable in full without any deduction, set-off, withholding or counterclaim.

7.10.3 Invoices not disputed within 7 days are deemed fully accepted. Any invoice dispute shall not permit withholding, reduction or delay of payment, and only the disputed element may be reviewed while all undisputed sums remain payable in full.

7.10.4 Late payment triggers:

interest (Clause 11.5),
immediate suspension of Services,
recovery actions (Clause 34),
withholding of deposits,
refusal to supply future hire items.

7.10.5 Airacom may apply any deposit against outstanding hire fees, loss charges, or damages.

7.11 Illegal Use, Misuse & Restricted Activities:

The Customer must not: Use unauthorised frequencies, interfere with other spectrum users, perform SIM-boxing, scanning, frequency monitoring, use equipment for unlawful surveillance. Any breach is a material breach and triggers immediate suspension and recovery. For the avoidance of doubt, liability under this clause applies on a strict basis and is not dependent on intent, negligence or user knowledge.

7.12 Indemnities (Unlimited Liability)

The Customer shall indemnify Airacom on an unlimited basis against all: (a) loss, theft, or damage, (b) regulatory penalties, (c) recovery costs, (d) legal fees, (e) third-party claims, (f) lost hire revenue, (g) business interruption arising from lost fleets, (h) environmental or venue damage caused by equipment use. This clause survives termination indefinitely. This indemnity is a primary obligation and not contingent upon any insurance recovery. It survives termination or expiry of this Schedule for an unlimited duration.

7.13 Termination & Immediate Recovery Rights

7.13.1 Airacom may terminate hire immediately for: non-payment, risk of theft/loss,breach of safety, breach of Ofcom requirements.

7.13.2 Upon termination, all Hire Equipment must be returned within 24 hours.

7.13.3 Failure triggers: Full replacement charges, holdover fees, recovery enforcement under Clause 34.

7.13.4 Airacom may access any Customer or third-party site, venue, depot, vehicle or temporary structure to recover Hire Equipment without notice. The Customer shall ensure all necessary permissions, consents and access rights are in place and irrevocably waives any claim for trespass, disturbance or loss arising from such recovery actions.

7.14 Return Conditions, Inspection & Acceptance

7.14.1 Returned equipment must be: Clean, dry, fully functional, complete with all accessories.

7.14.2 Airacom’s inspection findings and condition reports are final and binding, absent manifest error, and shall determine all damage, loss and replacement charges.

7.14.3 Missing or damaged items are charged at full replacement value.

7.14.4 Missing accessories (including clips, batteries, antennas, chargers, cases) are charged at full replacement value.

7.15 Survival:

The following survive termination without limit:

Full loss/damage liability,
hire charge arrears,
indemnities,
recovery rights,
insurance obligations,
enforcement rights.

Airacom is under no obligation to supply future hire equipment or reinstate Services while any sum remains outstanding.

Sales and Service Terms and Conditions

Airacom Limited Sales and Service Terms and Conditions v12

Critical Comms.

Telecoms.

Connectivity.

Networks.

Airacom Limited

Legal

Resources

Solutions

Managed Services

Sales Support