Sales and Service Terms and Conditions

20 TERMS APPLICABLE TO FIXED NETWORK SERVICES 
20.1 Subject to clause 3.2 and clause 20.5, the supply of the Fixed Network Services shall commence on the Commencement Date and shall continue for the Minimum Term. 
20.2 If the Commencement Date for the provision of Fixed Network Services has not occurred prior to the first anniversary of the Contract Date for the Fixed Network Services then the Contract in respect thereof shall be deemed to have terminated unless otherwise agreed between Airacom and the Customer. The rights of the parties that have accrued prior to such termination shall not be affected by such termination. 
20.3 Subject to clause 20.5, the Fixed Network Services Contract shall automatically extend for three years (Extended Term) at the end of the Minimum Term and at the end of each Extended Term. A party may give notice in writing to the other party no less than 90 days before the end of the Minimum Term or the relevant Extended Term to terminate the Fixed Network Services Contract at the end of the Minimum Term or the relevant Extended Term, as the case may be. 
20.4 In the event that clause 20.3 is deemed to be unreasonable and unenforceable by way of a final court judgment then this clause 20.4 shall apply. Subject to clause 20.5 the Fixed Network Services Contract shall automatically extend for 12 calendar months (Extended Term) at the end of the Minimum Term and at the end of each Extended Term. A party may give notice in writing to the other party no less than 90 days before the end of the Minimum Term or the relevant Extended Term to terminate the Fixed Network Services Contract at the end of the Minimum Term or the relevant Extended Term, as the case may be 
20.5 Where the Customer is a Small Business Customer, the Customer may terminate the Fixed Network Services Contract by giving no less than 90 days notice in writing to Airacom, such notice to expire no earlier than the end of the Minimum Term.
20.6 The provision of any Fixed Network Services by Airacom under a Fixed Network Services Contract is conditional on: 
(a) Airacom carrying out such surveys as it deems necessary to satisfy itself that it is possible for it to supply the Fixed Network Services; 
(b) the installation of the lines over which the Fixed Network Services are to be provided and such lines being fully operational; and 
(c) the Customer providing to Airacom to its satisfaction accurate information and data to enable Airacom to calculate the Charges and to carry out a site survey. 
20.7 Airacom warrants to the Customer that Fixed Network Services will be provided using reasonable care and skill. The Customer agrees that Airacom cannot guarantee that the Fixed Network Services will work without interruption and will be fault or error-free. Any interruption, 
fault or error with the Fixed Network Services must be notified to Airacom in accordance with clause 20.8. 
20.8 The Customer shall notify Airacom of any interruption, fault or error with the Fixed Network Services in accordance with Airacom’ Fault Handling Policy (available at www.airacom.com) as amended from time to time. Airacom shall use reasonable endeavours to correct or cure any interruption, fault or error with the Fixed Network Services in accordance with Airacom’s Fault Handling Policy. 
20.9 Notwithstanding any other provision of these Conditions, Airacom shall not be liable to the Customer in contract, tort (including negligence) or otherwise for any acts or omissions of Carriers that may (wholly or partially) cause, impact or result in any interruption, fault error with or withdrawal of (temporarily or permanently) the Fixed Network Services. 

20.10 All and any telephone numbers allocated to the Customer in connection with the Fixed Network Services may be withdrawn by OFCOM and accordingly, Airacom does not warrant or represent that such telephone numbers can be provided to the Customer. The Customer acknowledges and agrees that any telephone numbers allocated to it are allocated on the basis of a license and the Customer agrees not to sell or transfer any telephone number provided to it (except where the Customer has a right to port that telephone number).
20.11 In relation to the use of the Fixed Network Services the Customer agrees: 
(a) to ensure that the Fixed Network Services are not used to make offensive, indecent, menacing, nuisance or hoax calls; 
(b) not to use the Fixed Network Services in any way that may, in Airacom’s reasonable opinion, damage its reputation 
(c) not to contravene any laws, regulations or codes of conduct that may, from time to time, be applicable to the use or supply of the Fixed Network Services; 
(d) to implement and maintain appropriate security and control over its networks, equipment and business to prevent fraud and to prevent calls being generated by third parties; 
(e) to maintain adequately all equipment utilised in connection with the Fixed Network Services and ensure its compatibility in terms of technical specification; 
(f) not to use nor permit the Fixed Network Services to be used in any way that would constitute or contribute to the commission of any crime, tort, fraud or other unlawful activity; 
(g) not to allow any unauthorised use of the Fixed Network Services and to take all reasonable security measures to prevent such use; 
(h) not to sell or resell the Fixed Network Services in whole or in part; 
(i) not to misuse the Fixed Network Services in any way, including without limitation causing the volume of calls made to the telephone numbers allocated to the Customer to significantly exceed that which can be answered by the Customer where this would cause congestion to a network; 
(j) that Airacom may publish details of the Customer’s name, address and telephone number(s) in the Directory Enquiries Service, unless the Customer expressly confirms to Airacom in writing that it would like a special entry to be made, for which Airacom may make an additional charge; 
(k) that to the extent the Fixed Network Services contain VOIP services, clause 21.12 shall also apply save that references in that clause to Data Services shall be deemed to be references to Fixed Network Services; and 
(l) in order to protect the Customer against the unauthorised transfer of Fixed Network Services, in the event that the Customer fails to contact Airacom no less than 48 hours prior to any transfer date in accordance with Airacom’s Customer Transfer Preference Policy, Airacom may cancel any order made with a third party supplier. 
20.12 Any equipment installed or supplied by Airacom to the Customer in connection with the Fixed Network Services (including but not limited to handsets) shall, except for equipment purchased by the Customer under clause 19, at all times remain the property of Airacom. Clause 19.3(d) shall apply to such equipment as if it were deemed to be Equipment. The Customer shall return such equipment to Airacom immediately on request and shall be liable for costs, losses, damages and expenses incurred by Airacom for the repair, recovery and replacement of such equipment. 
20.13 Upon termination of the Fixed Network Services Contract (for whatever reason), the Customer shall return any handsets installed or supplied by Airacom to the Customer in connection with the Fixed Network Services at the Customer’s cost. If such handsets are not returned within seven days following the termination of the Fixed Network Services Contract, Airacom reserves the right to charge the Customer a fee in respect of each handset, as specified in the Tariff. 
20.14 Airacom shall be entitled to make additional charges in the event that the Customer supplies inaccurate or misleading information to Airacom or if the results of any survey reveal additional construction work is required in order for Airacom to supply the relevant Fixed Network Services. 
20.15 Where the transfer of lines and services of another supplier occurs, then the provision of any and all relevant existing services supplied to the Customer by such supplier will automatically transfer to Airacom and will be charged for by Airacom in accordance with the Tariff. 
20.16 The Customer acknowledges and accepts that it is liable for any charges (including without limitation any early termination charges) made by third party suppliers for any transfer of lines and services or otherwise unless it is clearly stated on the Sales and Service Agreement that Airacom will pay for such charges in which case Airacom will pay for such charges but limited to those specifically as set out on the Sales and Service Agreement. 
20.17 The Customer accepts and acknowledges that Airacom will prior to the Handover Date have spent a significant amount of time and incurred expense in preparation for the provision of the Fixed Network Services to the Customer. In the event that the Customer terminates the Contract for Fixed Network Services prior to the Handover Date, it shall pay to Airacom £500 plus vat. This clause 20.17 shall not apply where the Customer is a Small Business Customer. Where the Customer is a Small Business Customer, the Customer may terminate a Contract for Fixed Network Services at any time prior to commencement of the supply of such services. 
20.18 The following provisions of this clause 20.18 shall apply in the event that after the Handover Date the Customer terminates the Contract for Fixed Network Services in breach of contract prior to the expiry of the Minimum Term or the Extended Terms as the case may be: 
(a) In this clause 20.18 Remainder of the Term means (where the Customer terminates or is deemed to have terminated the Contract in breach of contract) the period that the Contract would have had left to run if the Customer had instead terminated it at the earliest following opportunity without being in breach of contract. 
(b) Where the Customer has contracted for the supply of line rental only, a Customer agrees that it shall not operate lines contracted to be billed by Airacom use those lines for calls charged for or by another supplier. If in breach of this clause the Customer does use lines supplied by Airacom for the carriage of calls charged for by another supplier the Customer shall be deemed to be in breach of the Contract for the supply of Fixed Network Services and at Airacom’s option the Customer shall be deemed to have terminated the Contract for Fixed Network Services in breach of contract and the provisions of this clause 20.18 shall apply.
(c) If in breach of contract the Customer terminates a Contract for Fixed Network Services before the end of the Minimum Term or where applicable the end of anExtended Term (as the case may be), the Customer shall be liable to pay to Airacom an amount calculated in the following manner: 
(i) (by reference to line rental) the sum that it would have paid to Airacom for the rental of the lines for the Remainder of the Term calculated at the rate then applying at the time of termination; plus 
(ii) (by reference to call charges) either the sum of £500 or if greater the average of the monthly charges for calls incurred by the Customer for the three whole months prior to the termination of the contract multiplied by the period of the Remainder of the Term (expressed in months). 
20.19 The Customer agrees not to use in connection with the Fixed Network Service provided by Airacom any telephone number that the Customer does not have the legitimate right to use. In this regard, the Customer shall not “present out” any telephone number that it does not have the right to use; such as a telephone number of a competitor. 
20.20 Where Airacom grants to the Customer a Hosted Sub Licence it shall terminate at the point when Airacom ceases to provide to the Customer the Fixed Network Services in respect of which the Hosted Sub Licence was granted and the Hosted Sub Licence and all rights in the Hosted Sub Licence shall revert to and be owned in their entirety by Airacom. 
20.21 The Charges for the Fixed Network Services and the Data Services shall be as detailed in the Order Form (subject always to clause 11.7) and as otherwise determined in accordance with the Contract.
20.22 Charges for line rental are payable from the Handover Date monthly in advance by direct debit, or such other method as is specified in the Order.
20.23 The Customer shall pay for all Charges for calls whether made by the Customer or any third party. Subject to clause 20.24, Airacom shall invoice the Customer monthly in arrears for all call Charges and the Customer shall pay such invoice within 14 days of the date of the relevant invoice by direct debit.
20.24 Notwithstanding clause 20.22 and clause 20.23, Airacom reserves the right to invoice the customer for Charges at any time.
20.25 If Airacom supplies the Customer with any temporary Data Services and/or Fixed Network Services, it may charge the Customer in advance for the whole period during which the temporary services are to be provided.
20.26 Airacom shall have the right to charge a minimum fee for calls of no less than £4.50 per month in the event that the Customer’s call charges do not exceed this sum in any month.

21.TERMS APPLICABLE TO DATA SERVICES 
21.1 Subject to clause 21.6, the supply of the Data Services shall commence on the Commencement Date and shall continue for the Minimum Term. 
21.2 Subject to the remaining provisions of this clause if the Commencement Date for the provision of Data Services has not occurred prior to the first anniversary of the Contract Date for the Data Services then the Contract in respect thereof shall be deemed to have terminated. Airacom may by giving written notice to the Customer extend the period referred to in this clause by six months if the reason why the Commencement Date has not occurred is outside of the control of Airacom. Further, the period may be extended in by such period as Airacom and the Customer agree. The rights of the parties that have accrued prior to such termination shall not be affected by such termination. 
21.3 Subject to clause 21.5 the Data Services Contract shall automatically extend for three years (Extended Term) at the end of the Minimum Term and at the end of each Extended Term. Either party may give notice in writing to the other party no less than 90 days before the end of the Minimum Term or of the end of the relevant Extended Term, to terminate the Data Services Contract at the end of the Minimum Term or the relevant Extended Term, as the case may be.
21.4 If for any reason clause 21.3 is deemed to be unreasonable and unenforceable by way of a final court judgment then this clause 21.4 shall apply. Subject to clause 21.5 the Data Services Contract shall automatically extend for 12 calendar months (Extended Term) at the end of the Minimum Term and at the end of each Extended Term. Either party may give notice in writing to the other party no less than 90 days before the end of the Minimum Term or of the end of the relevant Extended Term, to terminate the Data Services Contract at the end of the Minimum Term or the relevant Extended Term, as the case may be. 
21.5 Where the Customer is a Small Business Customer, the Customer may terminate the Data Services Contract by giving not less that 90 days notice in writing to Airacom, 
such notice to expire no earlier than the end of the Minimum Term. 
21.6 The provision of any Data Services by Airacom under a Data Services Contract is conditional on: 
(a) Airacom carrying out such surveys as it considers necessary to satisfy itself that that it is feasible for it to supply the Data Services and Airacom being satisfied with the results of such surveys; 
(b) Airacom not being prevented by circumstances and factors outside of its control from being able to supply the Data Services. Examples of such circumstance and factors include (without limit) the infrastructure not being able to support the Data Services, the Customer not obtaining the necessary permission from third parties such as a landlord to install the necessary infrastructure, or a public body such as a local authority or highways authority withholding consent to the installation of the infrastructure where such consent is required; 
(c) the installation of the lines over which the Data Services are to be provided and such lines being fully operational; and 
(d) the Customer providing to Airacom to its satisfaction accurate information and data to enable Airacom to calculate the Charges and to carry out or commission a site survey. 
21.7 Airacom warrants to the Customer that Data Services will be provided using reasonable care and skill. The Customer agrees that Airacom cannot guarantee that the Data Services will work without interruption and will be fault or error free. Any interruption, fault or error with the Data Services must be notified to Airacom in accordance with clause 21.8. 
21.8 The Customer shall notify Airacom of any interruption, fault or error with the Data Services in accordance with Airacom’ Fault Handling Policy (available at www.airacom.com) as amended from time to time. Airacom shall use reasonable endeavors to correct or cure any interruption, fault or error with the Data Services in accordance with Airacom’ Fault Handling Policy, save that time shall not be of the essence. 
21.9 Notwithstanding any other provision of these Conditions, Airacom shall not be liable to the Customer in contract, tort (including negligence) or otherwise for any acts or omissions of suppliers that may (wholly or partially) cause, impact or result in any interruption, fault or error with, or withdrawal of (temporarily or permanently), the Data Services 
21.10 In relation to the use of the Data Services the Customer agrees and where appropriate accepts: 
(a)to comply with the obligations in clauses 20.11(a) to 20.11(i) (inclusive) as ifreferences in those clause to Fixed Network Services were references to Data Services; 
(b) not to misuse the Data Services in any way, including sending or receiving data in such a manner or volume so as to exceed agreed usage limits or so as to adversely affect the network, Airacom or its other customers; 
(c)that the speed of any Data Services or connection depends on a number offactors beyond Airacom’ control (including external factors and physical factors) (such as local availability, the distance from the exchange and peak traffic volume) and that Airacom does not warrant or represent that the Customer’s connection(s) will produce the maximum advertised speed; 
(d) that except where stated otherwise in the Order Form, the Data Services do not include the supply by Airacom of lines, modems and other equipment that might be required by the Customer to utilise the Services nor advice on these unless Airacom is specifically engaged to do so under a separate contract which shall be in addition to the provision of Data Services under the Data Services Contract; 
(e) to comply with Airacom’ Fair Use Policy (available at www.airacom.com) as amended from time to time; 
(f)provide suitable space and environment at the Site for the equipment used inthe provision of the Data Services (such as sufficient cooled space on a rack) and to do so in a timely manner. Compliance by the Customer with this clause shall be entirely at the Customers cost. 
(g)In respect of any router supplied by or on behalf of Airacom for a managed Internet Ethernet circuit unless otherwise specifically agreed with Airacom: 
(i) the router will be provided in a routed IP configuration and its sole purpose is to create an interface for the Customer to plug equipment into and it is not to be used for any other purpose; 
(ii) the router is the demarcation point at which the responsibility for the provision of Data Services by Airacom ends; 
(iii) access to the command interface of the router (which would be required to configure the router) will not be provided to the Customer, nor will other functions that the router may be capable be enabled such as wireless connectivity and firewall functionality; 
(iv) Airacom is not responsible for the configuration of the router other than to an IP configuration; and 
(v) Airacom is not responsible for installing firewalls or plugging in the router; if the Customer requires firewalls, the Customer is responsible for processing their installation. 
(h) Unless otherwise agreed, a router supplied by or on behalf of Airacom for an internet broadband service will be provided in a NAT (Network Address Translation) configuration with DHCP Scope enabled. 
21.11 Airacom is obliged to all its customers to preserve network integrity and capacity and avoid degradation. The Customer agrees that: 
(a) if in Airacom’ reasonable opinion the Customer’s use of Data Services is adversely affecting, or may adversely affect, integrity and capacity of networks, Airacom may take such steps as it deems appropriate to manage the Customer’s Data Services; 
(b) Airacom and/or the Carrier may take such steps as it deems necessary to stop emails that appear to be bulk emails or which appear to be or of an unsolicited nature from entering networks an this may including blocking access to or delivery of any such emails; and 
(c) Airacom and/or the Carrier may operate virus screen technology, which may result in the deletion or alteration of emails or their attachments. 
21.12 Where the Data Services involve the supply of VOIP services, then it is agreed that the following shall apply and the Customer accepts that: 
(a) the Customer’s ability to make emergency calls and their priority treatment can not be guaranteed and that any suspension or interruption of the VOIP service may result in the Customer being unable to make emergency calls; 
(b) the VOIP services are generally not considered to be as reliable as calls made over conventional telephone lines and Customers are advised to maintain the ability to make telephone calls other than as through a VOIP system, such as by maintaining a conventional telephone line; 
(c) the Customer acknowledges that the VOIP service may sometimes be limited, unavailable or interrupted due to events beyond Airacom’ control, such as those specified in clause 15.1 (force majeure); and 
(d) the VOIP services may not offer all of the features or resilience that the Customer may expect from a conventional telephone line. 
21.13 Other than Equipment purchased by the Customer, any equipment installed or supplied by Airacom to the Customer in connection with the Data Services (including but not limited to routers) shall at all times remain the property of Airacom. The provisions of clauses 19.3 (a) to (d) shall apply to all such equipment. The Customer shall return such equipment to Airacom immediately on request or cessation of the provision of Data Services and the Customer shall be liable for all costs, losses, damages and expenses incurred by Airacom for the repair, recovery and replacement of such equipment.
21.14 Upon termination of the Data Services Contract (for whatever reason), the Customer shall return any routers installed or supplied by Airacom to the Customer in connection with the Data Services at the Customer’s cost. If such routers are not returned within seven days following the termination of the Data Services Contract, Airacom reserves the right to charge the Customer a fee in respect of each router, as specified in the Tariff. 
21.15 Where the Customer wishes to transfer the provision of any lines or services from another supplier to Airacom, the Customer shall:
(a)provide to Airacom such accurate information as is required by Airacom to enable the migration from the current supplier; and
(b) be responsible for all costs, charges and penalties that may arise as a result of or in connection with such transfer. 
21.16 The Customer acknowledges and accepts that it is liable for all cancellation or termination payments and charges (including without limitation any early termination charges) levied by a previous supplier for the transfer of the provision of services and lines to Airacom unless it is stated on the Order Form that Airacom will be responsible for the payment of such Charges. 
21.17 The Customer accepts and acknowledges that Airacom will prior to the Connection Date have spent a significant amount of time and incurred expense in preparation for the provision of the Data Services to the Customer. In the event that the Customer terminates the Contract prior to the Connection Date it shall pay to Airacom: 
(a) £495 plus vat in respect of the time spent by Airacom in preparation for the provision of the Data Services to the Customer; and
(b) an amount equal to the direct expenses (plus vat) incurred by Airacom to its supplier(s) in the preparation of Data Services to the Customer limited to £2,000. This clause 21.17 shall not apply where the Customer is a Small Business Customer. 
21.18 Where the Customer is a Small Business Customer, the Customer may terminate a Contract for Data Services at any time prior to commencement of the supply of such Data Services.
21.19 The following provisions of this clause 21.19 shall apply in the event that after the Connection Date the Customer terminates the Contract for Data Services in breach of contract prior to the expiry of the Minimum Term or the Extended Terms as the case may be 
(a) In this clause 21.19 Remainder of the Term means (where the Customer terminates or is deemed to have terminated the Contract in breach of contract) the period that the Contract would have had left to run if the Customer had instead terminated it at the earliest following opportunity without being in breach of contract. Where the Customer terminates the Contract for Data Services in breach of contract after the Connection Date but before the Handover Date then the Remainder of the Term shall be deemed to have commenced on the Connection Date. 
(b) The Customer acknowledges and accepts that to enable Airacom to provide the Data Services to the Customer, Airacom will enter into a contract for a fixed term with its supplier at the Connection Date. As is common with such contracts Airacom may remain liable to its supplier whether or not the Contract for Data Services with the Customer terminates prior to the end of the Minimum Term or the Extended Term as the case may be. 
(c) In the event that the Customer is in breach of contract by terminating the Contract for Data Services otherwise than in accordance with clause 21.3 or 21.4 if applicable (and/ or 21.5 where the Customer is a Small Business Customer) before the end of the Minimum Term or where applicable the end of an Extended Term (as the case may be) the Customer shall pay to Airacom (subject to the provisions of clause (d)) as liquidated damages an amount equal to the sum that the Customer would have been liable to pay to Airacom for the Remainder of the Term for the Data Services (calculated at the rate which applied at the time of termination) less any reduction that may apply pursuant to the provisions of clause 6.19 (d) below. Where such termination occurs after the Connection Date but before the Commencement Date then the rate shall be 
the rate that would have applied at the Commencement Date had the Contract not been terminated.
(d) If the provisions of clause 21.19(c) apply and in the event that a supplier used by Airacom to provide the Data Services to the Customer reduces the amount that it charges to Airacom from that which it is contractually entitled to charge in respect of the Remainder of the Term Airacom shall advise the Customer of the amount of the reduction and that reduction shall be deducted from the amount payable under clause 21.19(c). 

22.0 TERMS APPLICABLE TO IT SUPPORT SERVICES
22.1 For the purpose of the IT Support Services, the following terms shall have the following meanings: 
Service Level Agreement: the service levels for the provision of IT Support Services as set out at www.airacom.com as varied from time to time 
System: the hardware, operating systems and software listed in the Order Form. 
Support Hours: the hours listed on the Order Form.
Out of Hours: such hours and times that not within the Support Hours.
Support Request: includes the following: a request submitted by the Customer via telephone or email for support by Airacom under the IT Support Services; and automated messages for support generated by the System and sent directly to Airacom for attention.
22.2 Subject to clause 3.2, the supply of the IT Support Services shall commence on the Commencement Date and continue for the Minimum Term. 
22.3 The IT Support Services Contract shall automatically extend for three years (Extended Term) at the end of the Minimum Term and at the end of each Extended Term. Either party may give notice in writing to the other party no less than 90 days before the end of the Minimum Term or the relevant Extended Term, to terminate the IT Support Services Contract at the end of the Initial Period or the relevant Extended Term, as the case may be.
22.4 If for any reason clause 22.3 is deemed to be unreasonable and unenforceable by way of a final court judgment then this clause 22.4 shall apply. The IT Support Services Contract shall automatically extend for 12 calendar months (Extended Term) at the end of the Minimum Term and at the end of each Extended Term. Either party may give notice in writing to the other party no less than 90 days before the end of the Minimum Term or of the end of the relevant Extended Term, to terminate the IT Support Services Contract at the end of the Minimum Term or the relevant Extended Term, as the case may be. 
22.5 The provision of any IT Support Services by Airacom under an IT Support Services Contract is conditional on:
(a) Airacom carrying out such surveys as it deems necessary to satisfy itself that it is possible for it to supply the ITSupport Services; and
(b) the Customer providing to Airacom to its satisfaction accurate information and data to enable Airacom to provide IT Support Services.
22.6 Subject to the Customer’s payment of the Charges, Airacom will provide the IT Support Services to the Customer: 
(a) during Support Hours, unless support during Out of Hours is requested by the Customer and this is agreed to beprovided by Airacom;
(b) meeting or exceeding the service levels referred to in the Service Level Agreement;
(c) remotely, unless otherwise agreed between Airacom and the Customer.
22.7 In relation to the use of the IT Support Services the Customer agrees: 
(a) that the IT Support Services shall be provided by Airacom remotely, unless otherwise agreed;
(b) to permit Airacom remote access to its System and inform Airacom of any changes to passwords or other security devices to enable Airacom to access the System;
(c) to keep backup copies of its operating systems and software;
(d)to keep backup copies of its data in line with recommendations made by the relevant software providers or Airacom from time to time;
(e) to make available such personnel of the Customer with appropriate skills, knowledge and authority to assist Airacom in the diagnosis of faults and the implementation of reasonable instructions intended to rectify or prevent recurrence of faults;
(f) to promptly check that files have been restored from back-up when restoration from back-up has been tested.
22.8 Airacom shall prioritise all Support Requests based on its reasonable assessment of the severity level of the problem reported and use its reasonable endeavours to respond to all Support Requests with a break fix in accordance with the response times set out in the Service Level Agreement.
22.9 Airacom will seek to acknowledge all Support Requests within one working office hour of being logged.
22.10 The Customer acknowledges and agrees that:
(a) in the event that a fault in the System is caused by an error or defect in the operating system or software, the sole responsibility of Airacom will be to notify the Customer of the issue and to devise (where possible) a workaround for the Customer;
(b)the sole responsibility of Airacom in respect of any hardware issues shall be to diagnose faults in the hardware. The correction of any faults in the hardware shall be undertaken in accordance with the manufacturer’s warranty;
(c) Airacom will not be liable for any loss of data, loss of productivity or financial losses incurred due to incomplete or corrupt back-ups of data or back-up procedures.
22.11 In the event that the Customer requests and Airacom provides IT Support Services in excess of the Customer’s allocated allowance, Airacom shall be entitled to charge additional fees for such services in accordance with clause 11.10. 
22.12 Airacom shall, at the request and cost of the Customer, provide the Customer with a report summarising the Support Requests received, the time of receipt, the time of response and the time the Support Request is cleared. Any such request must be made in writing to Airacom and the Customer acknowledges and agrees that reports can only be provided by Airacom in respect of the month or months following the receipt of the request.
22.13 Airacom warrants to the Customer that the IT Support Services will be rendered by personnel with appropriate skills and experience to provide the IT Support Services. The Customer agrees that Airacom cannot guarantee that the provision of the IT Support Services will cause the System to work without interruption or error. The warranties provided by Airacom in clause 3.4 and this clause 22.13 shall be in lieu of and shall operate to exclude any other condition or warranty whether express or implied by law as to the provision of the IT Support Services.
22.14 The Customer warrants to Airacom that it owns or has the benefit of a valid and subsisting licence to use every element of the System and it has full authority to permit Airacom to perform the IT Support Services hereunder.
22.15 The Customer will fully indemnify and hold harmless Airacom against all costs, expenses, liabilities, losses, damages and judgments that Airacom may incur or be subject to as a result of a breach of clause 22.14. 

23.0 TERMS APPLICABLE TO MOBILE SERVICES 
23.1 For the purpose of the Mobile Services, the following terms shall have the following meanings: 
Airtime Provider: the relevant mobile network operator or wireless communications service provider. 
Connection: connection to any Airtime Provider’s network. 
Hardware Fund: the fund allocated to the Customer to allow it to purchase equipment in connection with the Mobile Services. 
Retail Mobile Services: the mobile services to be provided by Airacom to the Customer, where the Customer is directly contracted with an Airtime Provider. 
Support Hours: 9 am to 5.30 pm (GMT). 
Wholesale Mobile Services: the mobile services to be provided by Airacom to the Customer, where the Customer is directly contracted with Airacom and not an Airtime Provider. 
23.2 Subject to clause 3.2, the supply of the Mobile Services shall commence: 
(a) In the case of Wholesale Mobile Services on the Commencement Date and continue for the Minimum Term; 
(b) In the case of Retail Mobile Services on the date the contract between the Customer and the Airtime Provider is signed by the Customer and continue until it expires, is terminated by the Airtime Provider, or the Customer is otherwise released from the contract by the Airtime Provider. 
23.3 In the case of Wholesale Mobile Services, the Mobile Services Contract shall automatically extend for three years (Extended Term) at the end of the Minimum Term and at the end of each Extended Term. Either party may give notice in writing to the other party no less than 90 days before the end of the Minimum Term or the relevant Extended Term, to terminate the Mobile Services Contract at the end of the Initial Period or the relevant Extended Term, as the case may be. 
23.4 If for any reason clause 23.3 is deemed to be unreasonable and unenforceable by way of a final court judgment then this clause 23.4 shall apply. The Mobile Services Contract shall automatically extend for 12 calendar months (Extended Term) at the end of the Minimum Term and at the end of each Extended Term. Either party may give notice in writing to the other party no less than 90 days before the end of the Minimum Term or of the end of the relevant Extended Term, to terminate the Mobile Services Contract at the end of the Minimum Term or the relevant Extended Term, as the case may be. 
23.5 The provision of any Mobile Services by Airacom under a Mobile Services Contract is conditional on: 
(a) the Customer providing to Airacom to its satisfaction accurate information and data to enable Airacom to provide Mobile Services; 
(b) Network coverage; 
(c) Availability of equipment. 
23.6 Subject to the Customer’s payment of the Charges, Airacom will provide support for the Mobile Services to the Customer as follows: 
(a) In the case of Wholesale Mobile Services, remote support during Support Hours, unless otherwise agreed between Airacom and the Customer with on-site support being chargeable; 
(b) In the case of Retail Mobile Services, limited support during Support Hours in accordance with the Airtime Provider’s terms. 
23.7 Ashall operate and maintain a telephone helpdesk to receive and process any requests for support in respect of the Mobile Services. 
23.8 In relation to the use of the Mobile Services the Customer agrees: 
(a) that any support for the Mobile Services shall be provided by Airacom remotely, unless otherwise agreed; 
(b) to keep their data backed-up and ensure that software updates are maintained; 
(c) to make available such personnel of the Customer with appropriate skills, knowledge and authority to assist Airacom in the diagnosis of faults and the implementation of reasonable instructions intended to rectify or prevent recurrence of faults. 
23.9 The Customer acknowledges and agrees that: 
(a)Airacom bears no responsibility for and will not be liable for any loss suffered by theCustomer as a result of any fault that is caused by an error or defect in the network or software; 
(b) the sole responsibility of Airacom in respect of any issues with hardware supplied under or in connection with the Mobile Services shall be to diagnose faults in the hardware. The 
correction of any faults in the hardware shall be undertaken in accordance with the manufacturer’s warranty; 
(c) Airacom will not be liable for any loss of data, loss of productivity or financial losses incurred due to incomplete or corrupt backups of data or back-upprocedures, network outages, or errors, failures, or defects in the operating system; 
(d) in recognition of the fact that Airacom may be entitled to receive payments from the Airtime Provider as a result of the Customer taking up the Mobile Services, the Customer will remain liable to Airacom and shall not avoid liability to Airacom if the Airtime Provider releases the Customer from its contract for any reason, Including (without limitation) the Customer is released due to an error on the part of the Airtime Provider where the Customer has signed for 2 years. 
23.10 Airacom warrants to the Customer that the Mobile Services will be dered by personnel with appropriate skills and experience to provide the Mobile Services. The Customer agrees that Airacom cannot guarantee that the Mobile Services will work without interruption or error. Any interruption, fault or error must be notified to Airacom using the telephone helpdesk referred to in clause 23.7. The warranties provided by Airacom in clause 3.4 and clause 23.10 shall be in lieu of and shall operate to exclude any other condition or warranty, whether express or implied by law, as to the provision of the Mobile Services. 
23.11 The Customer warrants to Airacom that, where Airacom provides the Mobile Services and the Customer uses equipment it owns or has the benefit of using, the Customer either owns such equipment or has a valid right to use it, and the Customer further warrants that it is the Customer’s responsibility to ensure any such equipment works and is suitable as is for the Customer to receive and/or use the Mobile Services. By way of example and without limitation, the Customer must check and ensure that any SIM it proposes to use is unlocked and this shall not be Airacom’s responsibility. 
23.12 Notwithstanding any other provision of these Conditions, Airacom shall not be liable to the Customer in contract, tort (including negligence) or otherwise for any acts or omissions of the Airtime Provider that may (wholly or partially) cause, impact or result in any interruption, fault error with or withdrawal of (temporarily or permanently) the Mobile Services. 
23.13 The Customer will fully indemnify and hold harmless Airacom against all costs, expenses, liabilities, losses, damages and judgments that Airacom may incur or be subject to as a result of a breach of clause 23.11. 
23.14 Any equipment supplied or installed by Airacom to the Customer in connection with the Mobile Services (including but not limited to SIMs and handsets) shall, except for equipment purchased by the Customer under clause 19 which shall not include handsets obtained by the Customer as a result of being subsidised by Airacom, at all times remain the property of Airacom. Clause 19.3(d) shall apply to such equipment as if it were deemed to be Equipment. The Customer shall return such equipment to Airacom immediately on request and shall be liable for costs, losses, damages and expenses incurred by Airacom for repairing, recovering and replacing such equipment. 
23.15 Upon termination of the Mobile Services Contract (for whatever reason), the Customer shall return any handsets and SIMs installed or supplied by Airacom to the Customer in connection with the Fixed Network Services at the Customer’s cost. If such handsets and SIMs are not returned within seven (7) days following the termination of the Mobile Services Contract, Airacom reserves the right to charge the Customer a fee in respect of each handset, such fee being the full market value of the handset(s) at the time of being supplied to the Customer. 
23.16 In relation to any equipment that is supplied or installed by Airacom to the Customer in connection with the Mobile Services hereunder, except for equipment purchased by the Customer under clause 19, the following shall apply: 
(a) The Customer shall notify Airacom in writing within three (3) Business Days of receipt if the any of the equipment is damaged, or if the order has been incorrectly fulfilled; 
(b) Airacom is not obliged to offer the Customer a refund, exchange or credit to the Hardware Fund in the event that equipment is ordered by the Customer in error; 
(c) Airacom is not obliged to agree to any upgrades to the equipment it supplies to the Customer at any time, including during or after the Minimum Term (if applicable) but if it does, Airacom shall be entitled to extend the Minimum Term; 
(d) The supply of equipment by Airacom to the Customer shall be subject to availability.
23.17 Any Hardware Fund and any equipment supplied that has been charged to a Hardware Fund, are supplied by Airacom in return that the Customer completes the Minimum Term or the minimum period of the corresponding contract with the Airtime Provider, as applicable. 
23.18 Where the Mobile Services Contract is completed, then full title of any handsets supplied by Airacom shall transfer to the Customer, along with the right for the Customer to claim any outstanding amounts held by Airacom in the Hard-ware Fund. 
23.19 At the end of the Minimum Term or the minimum period of the corresponding contract with the Airtime Provider, as applicable, should the Customer’s Hardware Fund be in a negative position then the Customer acknowledges and agrees to Airacom invoicing the balance of the negative amount, and to pay that amount in line with Airacom’ standard payment terms. 
23.20 Where the Customer terminates any Connection prior to the expiry of that Connection’s minimum period, the Customer shall pay to Airacom a lump sum termination payment calculated as the total amount of the Hardware Fund initially provided to the Customer at the point of connection or renewal, as applicable, minus any unspent amount currently held by Airacom. 
23.21 Where the Customer terminates any Connection prior to the expiry of that Connection’s minimum period and the Hardware Fund has been fully utilised by the Customer, the Customer shall pay to Airacom a lump sum equal to the Hardware Fund provided for the Connection(s) in question, based on the value of the Hardware Fund provided at the commencement of the current minimum period. 23.22 Where the Customer terminates any Connection prior to the expiry of that Connection’s minimum period and equipment has been supplied either free of charge or at a reduced rate, the Customer shall pay to Airacom a lump sum equal to the equipment provided for the Connection(s) in question, based on the market value of the equipment provided at the commencement of the current minimum period. 
23.23 The sums stipulated in clauses 23.20, 23.21 and 23.22 will be charged in addition to any contractual early termination fees imposed by either Airacom, or the applicable Airtime Provider in relation to the contract with said Airtime Provider. 
23.24 In respect of Wholesale Mobile Services the Customer acknowledges and agrees that, in calculating its Charges for line rental Airacom has assumed that during the term of the Mobile Services Contract the retail prices index will remain the same as applicable at the commencement of the contract. The Customer agrees that, if there are any increases to the retail prices index which decreases Airacom’ after tax rate of return, Airacom may at its discretion, increase the Charges for line rental to preserve its after tax return provided that Airacom provides the Customer with no less than 30 days’ written notice of the increase, such increase to be capped at 5% in any one year. 
23.25 Charges in respect of calls are subject to fluctuation or change by Airacom without notice to the Customer.

24.0 TERMS APPLICABLE TO MANAGED PRINT SERVICES (MPS)
24.1 Subject to clause 24.6, the supply of the Managed Print Services shall commence on the Commencement Date and shall continue for the Minimum Term. 
24.2 Subject to the remaining provisions of this clause if the Commencement Date for the provision of Managed Print Services has not occurred prior to the first anniversary of the Contract Date for the Managed Print Services then the Contract in respect thereof shall be deemed to have terminated. Airacom may by giving written notice to the Customer extend the period referred to in this clause by six months if the reason why the Commencement Date has not occurred is outside of the control of Airacom. Further, the period may be extended in by such period as Airacom and the Customer agree. The rights of the parties that have accrued prior to such termination shall not be affected by such termination. 
24.3 Subject to clause 24.5 the Managed Print Services Contract shall automatically extend for three years (Extended Term) at the end of the Minimum Term and at the end of each Extended Term. Either party may give notice in writing to the other party no less than 90 days before the end of the Minimum Term or of the end of the relevant Extended Term, to terminate the Data Services Contract at the end of the Minimum Term or the relevant Extended Term, as the case may be.
24.4 If for any reason clause 24.3 is deemed to be unreasonable and unenforceable by way of a final court judgment then this clause 24.4 shall apply. Subject to clause 24.5 the Managed Print Services Contract shall automatically extend for 12 calendar months (Extended Term) at the end of the Minimum Term and at the end of each Extended Term. Either party may give notice in writing to the other party no less than 90 days before the end of the Minimum Term or of the end of the relevant Extended Term, to terminate the Data Services Contract at the end of the Minimum Term or the relevant Extended Term, as the case may be. 
24.5 Where the Customer is a Small Business Customer, the Customer may terminate the Managed Print Services Contract by giving no less than 90 days notice in writing to Airacom, such notice to expire no earlier than the end of the Minimum Term. 
24.6 The provision of any Managed Print Services by Airacom under a Managed Print Services Contract is conditional on: 
(a) Airacom carrying out such surveys as it considers necessary to satisfy itself that it is feasible for it to supply the Managed Print Service and Airacom being satisfied with the results of such surveys; 
(b) Airacom not being prevented by unforeseen circumstances outside of its reasonable control from being able to supply the Managed Print Services. Examples of such circumstances include (without limitation) the existing infrastructure not adequately supporting the Managed PrintServices or the Customer not obtaining necessary permissions from third parties (such as a landlord) to install required equipment; 
(c) The Customer providing Airacom with accurate information and data to enable Airacom to calculate the charges and to carry out or commission a site survey, all to Airacom’s satisfaction. 
24.7 Airacom warrants to the Customer that Managed Print Services will be provided using reasonable care and skill. The Customer agrees that Airacom cannot guarantee that the Managed Print Services will work without interruption and will be fault or error free. Any interruption, fault or error with the Managed Print Services must be notified to Airacom in accordance with clause 24.8. 
24.8 The Customer shall notify Airacom of any interruption, fault or error with the Managed Print Services in accordance with Airacom’ Fault Handling Policy (available at www.airacom.com) as amended from time to time. Airacom shall use reasonable endeavours to correct or cure any interruption, fault or error with the printer/s and/or copier/s and/or Managed Print Services in accordance with Airacom’ Fault Handling Policy, but any such dates shall be estimates or for guidance only and time shall not be of the essence for the performance of the Managed Print Services. 
24.9 Notwithstanding any other provision of these Conditions, Airacom shall not be liable to the Customer in contract, tort (including negligence) or otherwise for any acts or omissions of suppliers that may (wholly or partially) cause, impact or result in any interruption, fault or error with, or withdrawal of (temporarily or permanently), the Managed Print Services. 
24.10 In relation to the use of the Managed Print Services the Customer agrees and where 
appropriate accepts: 
(a) They will be charged for the number of A4 prints/copies/scans registered on the meter(s). This is a common way to charge for equipment maintenance services. It is based on the actual usage of the equipment, which is fair to both the customer and the company.
(b) As part of our Managed Print Service (MPS), a minimum charge of £29.00 (ex VAT) per month per printer/copier/scanner will apply. This fee includes a specified number of prints, copies, and scans per month, regardless of usage. Additional charges for consumable deliveries may apply. The minimum charge will be waived if the billable number of prints exceeds £29.00 (ex VAT) per month, based on the rates detailed in the Sales and Service Agreement tariff.
(c) They will be charged at the current cost per print/copy/scan as set out in the Sales and Service Agreement, as may be varied by us under Clause 13. 
(d) Where applicable, meters will count twice for prints, copies, or scans on paper larger than A4 or in the landscape orientation. This is because these types of prints, copies, and scans require more ink or toner than portrait A4 prints, copies, or scans. The customer will be charged at the current cost per print, copy, or scan as set out in the Sales and Service Agreement, as may be varied by us under Clause 13. 
(e) The customer is responsible for providing meter readings on a monthly or quarterly basis, as per their billing frequency. This is necessary so that the company can accurately calculate the charges.
(f) If the customer does not provide a meter reading, Airacom will estimate the charges based on the customer’s previous meter reading, plus 10%. Airacom can also charge an additional non-refundable administration fee of £29 ex VAT per estimated meter reading per machine. The customer may request a meter reading from Airacom at any time. Airacom will provide a meter reading within ten working days of the request.
(g)Airacom’s standard method for obtaining meter readings is via remote print management software. However, the customer may choose not to install this software. If they do not install the print management software, they may be charged an additional £12.00 ex vat fee per printer, photocopier, or multifunction device (MFD) per month as an administration charge in order for Airacom to collect a meter reading. 
(h) Depending on your contract type, the customer will be billed monthly or quarterly in arrears. This is the standard practice for most equipment maintenance services. 
(i) Customers must pay their bills in full within 30 days of the invoice date. If a customer does not pay their bill within 30 days, Airacom may suspend the Managed Print Services and charge interest at a rate of 8% above the Bank of England base rate. Airacom may at its discretion withhold toner deliveries until the outstanding balance is paid.
(j) Airacom may use manufacturer-genuine consumables where possible. However, we reserve the right to use non-branded (other) consumable products and parts if necessary.
(k) The customer is responsible for the service credit in respect of the period it lasts. This is because the customer’s workload may increase and the availability of additional devices may affect their volumes.
(l) The service credit on the Sales and Service Agreement does not form part of the finance agreement. This is because the service credit is a separate benefit that is not related to the financing of the equipment.
(m) We will provide maintenance and repair to the equipment between 9.00 in the morning and 17.00 Monday to Friday (not including Bank Holidays).
(n) If we undertake to supply toner within this agreement, it will be delivered to you upon request.
(o) If any item of equipment covered by this agreement is in our opinion unrepairable due to non availability of spare parts we may give you 7 days notice to terminate this agreement. Under such circumstances no refund is applicable.
(p)As long as this agreement lasts, you must provide a location with an operating temperature of a minimum temperature between 10o and 25o centigrade.
(q) Make all payments in full and on time and pay for any callout, parts and labour that in the opinion of us is required due to your neglect or misuse of the equipment or the use of compatible parts and consumables (i.e. not manufacturers brand).
(r) not to allow any company or person other than our employees to carry out any work on the equipment.
(s) pay for callout, parts and labour for which in the opinion of us is related to software or network connection. Callout charges, parts and labour costs are available on request.
(t) pay for all consumables including toner, drums, fuser oil, maintenance kits, memory cards etc, unless included in Sales and Services Agreement. 
(u) If you do not meet any of your duties on time we will either suspend the Managed Print Services maintenance or we may end the agreement (see Clause 25)
(v)on written demand to pay for or return all unused consumables supplied byAiracom within 7 days.
(w) where equipment is provided by us as detailed overleaf as part of this agreement, then you will insure it against all risks to the value detailed overleaf.
24.11 Other than Equipment purchased by the Customer, any equipment installed or supplied by Airacom to the Customer in connection with the Managed Print Services (including but not limited to routers) shall at all times remain the property of Airacom. The provisions of clauses 24.10 (a) to (w) shall apply to all such equipment. The Customer shall return such equipment to Airacom immediately on request or cessation of the provision of Managed Print Services and the Customer shall be liable for all costs, losses, damages and expenses incurred by Airacom for the repair, recovery and replacement of such equipment. 
24.12 Upon termination of the Managed Print Services Contract (for whatever reason), the Customer shall return any printers, photocopiers, plotters, large format printers or printing/copying equipment installed or supplied by Airacom to the Customer in connection with the Managed Print Services at the Customer’s cost. If such printers, photocopiers, plotters, large format printers or printing/copying equipment are not returned within seven days following the termination of the Managed Print Services Contract, Airacom reserves the right to charge the Customer a fee in respect of each printer, photocopier and/or printing/copying device, as specified in the Tariff. 
24.13 The Customer acknowledges and accepts that it is liable for all cancellation or termination payments and charges (including without limitation any early termination charges) levied by a previous supplier for the transfer of the provision of Managed Print Services and Printer/Photocopier Leasing Agreements to Airacom unless it is stated on the Order Form that Airacom will be responsible for the payment of such Charges. 
24.14 The Customer accepts and acknowledges that Airacom will prior to the Installation Date have spent a significant amount of time and incurred expense in preparation for the provision of the Managed Print Services to the Customer. In the event that the Customer terminates the Contract prior to the Installation Date it shall pay to Airacom: 
(a) £495 plus vat in respect of the time spent by Airacom in preparation for the provision of the Managed Print Services and/or Printer/Photocopier Lease Agreement to the Customer; and
(b) an amount equal to the direct expenses (plus vat) incurred by Airacom to its supplier(s) in the preparation of Managed Print Services and/or Printer/Photocopier Lease Agreements to the Customer limited to £2,000. This clause 21.14 shall not apply where the Customer is a Small Business Customer. 
24.15 Where the Customer is a Small Business Customer, the Customer may terminate a Contract for Managed Print Services at any time prior to commencement of the supply of such Managed Print Services.
24.16 The following provisions of this clause 24.16 shall apply in the event that after the Contract/Connection Date the Customer terminates the Contract for Managed Print Services in breach of contract prior to the expiry of the Minimum Term or the Extended Terms as the case may be; 
(a) In this clause 24.16 Remainder of the Term means (where the Customer terminates or is deemed to have terminated the Contract in breach of contract) the period that the Contract would have had left to run if the Customer had instead terminated it at the earliest following opportunity without being in breach of contract. Where the Customer terminates the Contract for Managed Print Services in breach of contract after the Contract/Connection Date but before the Installation Date, then the Remainder of the Term shall be deemed to have commenced on the Contract/Connection Date. 
(b) The Customer acknowledges and accepts that to enable Airacom to provide the Managed Print Services to the Customer, Airacom will enter into a contract for a fixed term with its supplier at the Contract/Connection Date. As is common with such contracts Airacom may remain liable to its supplier whether or not the Contract for Managed Print Services with the Customer terminates prior to the end of the Minimum Term or the Extended Term as the case may be. 
(c) In the event that the Customer is in breach of contract by terminating the Contract for Managed Print Services otherwise than in accordance with clause 24.3 or 24.4 if applicable (and/ or 24.5 where the Customer is a Small Business Customer) before the end of the Minimum Term or where applicable the end of an Extended Term (as the case may be)the Customer shall pay to Airacom (subject to the provisions of clause (d)) as liquidated damages an amount equal to the sum that the Customer would have been liable to pay to Airacom for the Remainder of the Term for the Managed Print Services (calculated at the rate which applied at the time of termination) less any reduction that may apply pursuant to the provisions of clause 24.16 Where such termination occurs after the Contract/Connection Date but before the Installation Date then the rate shall be the rate that would have applied at the Contract/Connection Commencement Date had the Contract not been terminated.
(d) If the provisions of clause 24.16(c) apply and in the event that a supplier used by Airacom to provide the Managed Print Services to the Customer reduces the amount that it charges to Airacom from that which it is contractually entitled to charge in respect of the Remainder of the Term Airacom shall advise the Customer of the amount of the reduction and that reduction shall be deducted from the amount payable under clause 24.16(c). 

25.0 TERMINATION
25.1 Without limiting its other rights or remedies, Airacom may terminate the Contract (in whole or in part) without further liability to the Customer by giving the Customer no less than 30 days written notice. 
25.2 Without limiting its other rights or remedies, Airacom may terminate the Contract (in whole or in part) with immediate effect by giving written notice to the Customer if: 
(a) the Customer commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 10 Business Days of the Customer being notified in writing to do so;
(b) the Customer suspends or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company or limited liability partnership) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986 or (being a partnership) has any partner to whom any of the foregoing apply;
(c) the Customer commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts or makes a proposal for or enters into any compromise or 
arrangement with its creditors other than (where a company) for the sole purpose of a scheme for a solvent amalgamation of the Customer with one or more other companies or the solvent reconstruction of the Customer; 
(d) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the Customer (being a company) other than for the sole purpose of a scheme for a solvent amalgamation of the Customer with one or more other companies or the solvent reconstruction of the Customer;
(e) the Customer (being an individual) is the subject of a bankruptcy petition or order; 
(f) a creditor or encumbrancer of the Customer attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 10 Business Days; 
(g) an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the Customer (being a company); 
(h) the holder of a qualifying floating charge over the assets of the Customer (being a company) has become entitled to appoint or has appointed an administrative receiver;
(i) a person becomes entitled to appoint a receiver over the assets of the Customer or a receiver is appointed over the assets of the Customer;
(j) any event occurs or a proceedings are taken with respect to the Customer in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 25.2(b) to clause 25.2(i) (inclusive); 
(k) the Customer suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of its business;
(l) the Customer’s financial position deteriorates to such an extent that in Airacom’ opinion the Customer’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy; or
(m) the Customer (being an individual) dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his own affairs or becomes a patient under any mental health legislation.
25.3 Without limiting its other rights or remedies, Airacom may terminate the Contract (in whole or in part) with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under the Contract on the due date for payment and fails to pay all outstanding amounts within 30 Business Days after being notified in writing to do so.
25.4 Without limiting its other rights or remedies, Airacom may suspend provision of the Services under the Contract or any other contract between the Customer and AiracomL if the Customer becomes subject to any of the events listed in clause 25.2(b) to clause 25.2(m), or Airacom reasonably believes that the Customer is about to become subject to any of them, or if the Customer fails to pay any amount due under this Contract on the due date for payment.
25.5 EARLY TERMINATION BY YOU
(a) If you wish to terminate this Agreement you must give us notice of termination in accordance with clause 1(a) and you must pay us without deduction the sums set out in clause 11. In addition to the sums pursuant to clause 11, you agree to pay us a reasonable administration charge not to exceed £495. Upon termination the Equipment must be returned to us as set out in clause 8.
(b) All requests for a quotation of the sum required must be made to us by you in writing

26.0 CONSEQUENCES OF TERMINATION
26.1 On termination of the Contract for any reason:
(a) the Customer shall immediately pay to Airacom all of Airacom’s outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, Airacom shall submit an invoice, which shall be payable by the Customer immediately on receipt;
(b) the Customer shall return any Equipment which has not been fully paid for. If the Customer fails to do so, then Airacom may enter the Customer’s premises and take possession of the Equipment. Until it has been returned, the Customer shall be solely responsible for the safe keeping of such Equipment and will not use it for any purpose not connected with the Contract;
(c) the accrued rights, remedies, obligations and liabilities of the parties as at expiry or termination of the Contract shall be unaffected, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry; and
(d) clauses which expressly or by implication survive termination shall continue in full force and effect.
26.2 Where the Customer is a Small Business Customer, the Customer may terminate a Contract for Fixed Network Services or Data Services or Managed Print Services at any time prior to commencement of the supply of such Services. 

27.0 GENERAL
27.1 ASSIGNMENT AND OTHER DEALINGS:
(a) Airacom may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights under the Contract (in whole or in part) and may subcontract or delegate in any manner any or all of its obligations under the Contract to any third party or agent.
(b) The Customer shall not, without the prior written consent of Airacom, assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract.
27.2 NOTICES: 
(a) Any notice or other communication given to a party under or in connection with the Contract shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, sent by pre-paid first class post or other next working day delivery service, commercial courier, or e-mail. (Emails to Airacom must be sent to accounts@airacom.com).
(b) A notice or other communication shall be deemed to have been received:
(i)if delivered personally, when left at the address referred to in clause 27.2(a);
(ii) if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second Business Day after posting;
(iii) if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed; or
(iv) if sent by e-mail, one Business Day after transmission.
(c)A notice or other communication sent by email to Airacom must be sent to accounts@airacom.com and if sent to a different email address shall not be deemed to have been received.
(d)The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
27.3 SEVERANCE:
(a) If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.
(b) If any provision or part-provision of this Contract is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and,to the greatest extent possible, achieves the intended commercial result of the original provision.
27.4 WAIVER: 
A waiver of any right under the Contract or law is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict its further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
27.5 NO PARTNERSHIP OR AGENCY: Nothing in this Contract is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, nor constitute either party as an agent of the other for any purpose. Neither party shall have the authority to act as an agent for, or to bind, the other party in any way.

27.5 (a) THIRD PARTIES: A person who is not a party to this Contract shall have no rights to enforce any of its terms under the Contracts (Rights of Third Parties) Act 1999 or otherwise.

27.5 (b) VARIATION: Except as set out in these Conditions, no variation of this Contract, including the introduction of any additional terms and conditions, shall be effective unless it is agreed in writing and signed by both parties. Airacom reserves the right to make changes to these Conditions from time to time.

27.6 THIRD PARTIES: 
A person who is not a party to the Contract shall not have any rights to enforce its terms.
27.7 VARIATION: 
Except as set out in these Conditions, no variation of the Contract, including the introduction of any additional terms and conditions, shall be effective unless it is agreed in writing and signed by Airacom reserves the right to make changes to these Conditions from time to time.
27.8 INFORMATION: 
Airacom operates the website www.airacom.com. ARCL is Airacom Limited, a company registered in England and Wales under company number 07675722 with its registered office at 3rd Floor, 207 Regent Street, London, England, W1B 3HH, UK. Airacom’ VAT number is 118941795. Please refer to the Airacom website at www.airacom.com for information about how to contact us. 
27.9 DISPUTE RESOLUTION: 
The Customer must notify any complaints or disputes to Airacom in accordance with its Complaints and Dispute Resolution Procedure available at www.airacom.com. Airacom shall use reasonable endeavors to resolve any complaint or dispute. Further information concerning the Customer’s rights in relation to any dispute or complaint are specified in the Complaints and Dispute Resolution Procedure.
27.10 GOVERNING LAW: 
The Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with the law of England and Wales.
27.11 JURISDICTION: 
Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with the Contract or its subject matter or formation (including non-contractual disputes or claims).
27.12 RESELLER IDENTIFICATION (RID) CODE
Airacom Limited, your communications provider, is providing you with our Reseller Identification Code (RID) which is QBA. This code identifies us with the regulatory body Ofcom and ensures transparency in our operations. You may require this code if you wish to contact Ofcom to inquire about our services or make a complaint.