Sales and Service Terms and Conditions

Airacom Limited Sales and Service Terms and Conditions

Your Agreement to These Terms

Welcome to our Sales and Service Terms and Conditions page. Here, we outline the essential guidelines and policies that govern the purchase and use of our products and services. These terms are designed to ensure a clear and fair understanding between our company and our valued customers. By engaging with our offerings, you agree to adhere to these terms, which cover various aspects such as order processing, payment terms, delivery, returns, warranties, and customer support. We encourage you to read through these terms carefully to fully understand your rights and obligations. Thank you for choosing our company; we are committed to providing you with exceptional service and quality products.

GENERAL TERMS AND CONDITIONS
The Customer’s attention is particularly drawn to the provisions of clauses 20.3, 21.3, 22.3, 23.3 and 24.3 (Contract Extended Term), and clause 16 (Limitation on Airacom’s Liability).
Interpretation/s
1.1 Definitions. In these Conditions, the following definitions apply:
Airacom: or “ARCL” means Airacom Limited, a company registered in England and Wales with company number 07675722 and having its registered office at 3rd Floor, 207 Regent Street, London, England, W1B 3HH, UK.
ARCL Customer Transfer Preference Policy: as set out at www.airacom.com as varied from time to time.
Business Day: is a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business.
Carrier: the relevant third party telecommunications operator or network service provider.
Customer: means the party that has contracted with Airacom for the equipment and services which are the subject of these terms.
Equipment: means the equipment supplied by Airacom to the Customer under these terms of the Sales and Service Agreement.
Services: means the services provided by Airacom to the Customer under these terms of the Sales and Service Agreement.
Charges: The applicable charges payable by the Customer for the supply of any Services and/or Equipment in accordance with the Sales and Service Agreement.
Commencement Date: Means the date on which Airacom shall start to provide the Service which shall mean in the case of:
(a) Maintenance Services: the Installation Date or where Airacom has not contracted with the Client to install Equipment in connection with the Maintenance Services, the date specified as the Commencement Date for the Maintenance Services;
(b) Fixed Network Services: the Handover Date in respect of those Fixed Network Services;
(c) Data Services: the relevant Handover Date in respect of those Data Services;
(d) IT Support Services: the Handover Date in respect of those IT Support Services;
(e) Mobile Services: the Handover Date in respect of those Mobile Services;
(f) Managed Print Services: the date specified as the Commencement Date in respect of those Managed Print Services
Conditions: these terms and conditions as amended from time to time in accordance with clause 27.7.
Connection Date: In the case of the provision of any Services, the date when Airacom commences the provisioning of the Services to the Customer.
Contract: The contract between Airacom and the Customer for the supply of any Services and/or goods (including where appropriate Equipment) in accordance with these Conditions, the Order and any Sales and Service Agreement specific conditions.
Contract Date: the date on which a contract between the Customer and Airacom is formed and comes into existence as determined pursuant to the provisions of clause 2.2.
Data Services: the data services to be provided by Airacom to the Customer as described in the Order, together with such other data services that Airacom agrees to supply to the Customer from time to time.
Data Services Contract: Where applicable, the Contract for the supply of Data Services.
Delivery: has the meaning given to in clause 19.3.
DFE: A DFE or Digital Front End is a hardware and software component that controls the printing process.
Due Date: The date 30 calendar days after the date of the relevant invoice.
EEA: The European Economic Area
Equipment: The equipment as set out in the Order Form or Sales and Service Agreement or the Hire Agreement as the case may be.
Estimated Installation Date: the date on which Airacom estimates that the Equipment will be installed, as advised by Airacom to the Customer.
Extended Term: in relation to:
(a) A Contract for the supply of Fixed Network Services has the meaning given to it in clause 20.3 or if applicable, clause 20.4; and
(b) A Contract for the supply of Data Services has the meaning given to it in clause 21.3 or if applicable, clause 21.4.
(c) A Contract for the supply of IT Support and Data Services has the meaning given to it in clause 22.3 or if applicable, clause 22.4.
(d) A Contract for the supply of Mobile Services has the meaning given to it in clause 23.3 or if applicable, clause 23.4.
(e) A Contract for the supply of Managed Print Services has the meaning given to it in clause 24.3 or if applicable, clause 24.4.
EULA: The end user licence agreement applicable to the relevant Product, as stipulated by the Manufacturer of that Product.
Fixed Network Services: the voice services to be provided by airacom to the Customer as specified in the Order Form.
Fixed Network Services Contract: where applicable, the Contract for the supply of Fixed Network Services specified in the Sales and Service Agreement.
Fees: The sums payable by the Customer to Airacom pursuant to a Contract.
Good Industry Practice: The degree of skill and care which it is reasonable to expect of a typical provider of services similar to the Services being provided under the relevant Contract.
Governing Law: This Agreement will be governed by and construed in accordance with the laws of the United Kingdom and Wales
Handover Date: means;
(a) In the case of the provision of Fixed Network Services the date when the Fixed Network Services are available for use by the Customer with Airacom as the supplier of the Fixed Network Services.
(b) In the case of Data Services, the date when the Data Services are available for use by the Customer with Airacom as the supplier of the Data Services.
(c) In the case of Mobile Services, the date when the Mobile Services are available for use by the Customer with Airacom as the supplier of the Mobile Services.
(d) In the case of the Managed Print Services the date when the Managed Print Services are available for use by the Customer with Airacom as the supplier of the Managed Print Services.
Hardware: Any information technology and/or computer, communications or printer and photocopier hardware to be supplied to the Customer by Airacom pursuant to a Contract.
Installation Date: the date on which the Equipment is installed.
Installation Services: the services relating to the installation by Airacom (or its duly authorised agents) of the Equipment (where applicable).
Interest on Late Payment: If a payment is more than 30 days late, you will be liable to pay interest on the outstanding amount at a rate of 8% per annum. This interest will be payable until the full amount is paid in full.
Intellectual Property Rights: Rights of any nature whatsoever, whether registered or unregistered, including any patent, right in a design, copyright, trademark, utility model, design right, service mark, database right and other intellectual property right whether or not capable of registration as may exist anywhere in the world, now or in the future.
IT Support Services: the IT support services to be provided by Airacom to the Customer as specified in the Order.
IT Support Services Contract: where applicable, the Contract for the supply of IT Support Services.
Licence: a sub licence granted by Airacom to the Customer for a hosted product for use in connection with Fixed Network Services.
Managed Print Services (MPS): the Managed Print Services to be provided by Airacom to the Customer as specified in the Order.
Mangaed Print Services Contract: where applicable, the Contract for the supply of Managed Print Services (MPS) and related document solutions.
Maintenance Services: the maintenance services to be provided by Airacom to the Customer as described in the Order, together with such other maintenance services that Airacom agrees to supply to the Customer from time to time.
Maintenance Services Contract: where applicable, the Contract for the supply of Maintenance Services..
MFDs: MFDs are multi-function devices that combine the functionality of a printer, scanner, and copier. MFDs can be used to print, scan, and copy documents.
Mobile Services: the mobile services to be provided by ARCL to the Customer as specified in the Order.
Mobile Services Contract: where applicable, the Contract for the supply of Mobile Services.
Notes Section: the section of the order form marked “Notes Section”.
OFCOM: the Office of Communications or any equivalent successor body.
Order: The Customer’s order for Services as set out in the Order Form; such Order being subject to these Conditions.
Order Form: the document which sets out amongst other things the Services which the Customer would like Airacom to provide to it and certain details in respect thereof including when read in conjunction with these Conditions the basis on which the charges for providing the Services will be calculated. The Order Form shall be prepared by Airacom and sent to the Customer for signature by or on behalf of the Customer and re-turned to Airacom. The Order Form may be prepared, sent, signed or returned either electronically or physically.
Partial Charge: Airacom will bill you in advance for one billing cycle, plus the current billing cycle and any time between signing the agreement and the billing date (partial charge). The prorated amount will be calculated based on the number of days in the current month and the remaining days in the billing cycle. Meaning given to it in clause 11.26 (a-d).
Particular Losses: Without limitation, pure economic loss, loss of profit, loss of revenue, loss of data, loss of business and/or depletion of goodwill or anticipated savings, legal costs and any indirect, consequential, special or punitive loss
Party: Either of Airacom or the Customer, together the Parties
Personal Data: Has the meaning given to it in the Data Protection Act 1998 or, after 25 May 2018 the General Data Protection Regulation.
Services: The services to be supplied by Airacom to the Customer, which may include Installation Services, Maintenance Services, Fixed Network Services, Data Services, IT Support Services, Mobile Services and/or Managed Print Services as the case may be, and Service shall be construed accordingly but shall exclude the provision of DNS servers and mail servers.
Service Specific Conditions: any policies, terms or procedures that apply to and shall be incorporated into the Contract, as specified in the notes section of the Order Form.
Site: The Customer’s place of business where Services are to be provided or carried out, and/or (where applicable) Equipment is to be delivered and Installation is to take place.
Small Business Customer: A Customer identified on the Order Form as not being a communications provider and who has 10 or fewer individuals working for that Customer (whether as employees, volunteers or otherwise).
Specification: Of the description or specification of the relevant Services and/or Equipment provided in writing by Airacom to the Customer as set out in the Order Form.
Tariff: The standard tariff as set out at www.airacom.com and as varied in the Notes Section of the Order Form. The tariff may be amended or notified to the Customer from time to time.
VOIP: Voice Over Internet Protocol being the use of the Internet as the transmission medium for telephone calls by digital means (rather than the traditional telephone system based on copper wires carrying analogue data).
Section 1: The minimum term of this contract is the term selected by Airacom in Section 1 of the Sales and Service Agreement within the Summary Page. This means that both parties are obligated to fulfill their obligations under this contract for a period of the minimum term selected by Airacom and agreed by the Customer.
Section 2: Service Fees and Period of Term Payment Term is the amount and billing frequency of payments due to Airacom from the Customer for the products and/or services provided to the customer.
Working Hours: The hours of 9.00 a.m. to 5.30 p.m. during a Working Day.
1.2 Construction, In these Conditions, the following rules apply
(a) a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality);
(b) a reference to a party includes its personal representatives, successors or permitted assigns;
(c) a reference to a statute or statutory provision is a reference to such statute or statutory provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted;
(d) any phrase introduced by the terms including, include, in particular or any similar expression, shall be construed as illustrative and shall not limit the sense of the words preceding those terms; and
(e) a reference to writing or written includes e-mails but excludes faxes.
2.0 Scope of Work
2.1 Airacom agrees to supply the Equipment and/or Services to the Customer in accordance with these terms of the Sales and Service Agreement in reference to Section 1 ‘Minimum Term’, Section 2 ‘Service Fees & Period of Term’, Section 3 ‘Services’, Section 4 ‘Hardware & Equipment’ and Section 5 ‘Sales and Service Agreement Notes, detailed in the Summary Page above.
3.0 Basis of Contract
3.1 The sending of the Order Form by Airacom to the customer constitutes an offer by Airacom to the Customer to provide services and/or Equipment in accordance with these conditions, the Order and any service specific conditions (“the Offer”). The Offer may be withdrawn at any point by Airacom prior to it being accepted by the Customer.
(a) You agree to contract/hire/rent/buy the Equipment and/or Services from us for at least the Minimum Period which starts on the date of this Agreement (Contract) in accordance with clause 3.1(b). The Agreement continues unless terminated earlier by you in accordance with clause 25.5 or by us under clause 25, provided that under clause 25.5 you:
(i) Give us at no less than 90 days notice to expire at the end of the Minimum Period; or
(ii) Give us no less than 90 days notice to expire after the end of the Minimum Period
(b) You must inspect the Equipment and notify us of any apparent problems within 5 days from the date of delivery as otherwise you will be deemed to be completely satisfied with the Equipment whether or not you have also signed a written acceptance certificate.
3.2 The offer shall be accepted and the Contract shall be formed and come into existence at the point when Airacom receives the Sales and Service Agreement and/or Order Form, either electronically or physically, duly signed (either electronically or physically) by or on behalf of the Customer at which point and on which date the Contract shall come into existence (subject where applicable to clauses 19.2, 20.6, 21.6, 22.5, 23.5 and 24.6). If Airacom has not received the Order Form duly signed for or on behalf of the Customer within 2 weeks from the date on which it is sent by Airacom to the Customer, then the offer to contract with the Customer shall be deemed to have been withdrawn unless otherwise agreed between Airacom and the Customer.
3.3 Authority: The person signing this Agreement is deemed to have the authority to bind you to its terms. If signing on behalf of a company, you confirm you have the authority to do so and are binding the company to the Agreement’s terms
3.4 Changes to Terms: This Agreement can only be modified in writing, signed by a director of Airacom and your authorised representative. Airacom is not liable for any representations or statements unless confirmed in writing by an authorised officer of Airacom..
3.5 Application of Terms: This Agreement applies to each piece of Equipment and each Service individually.
3.6 Disputes: If there is a dispute about some of the Equipment or Services, it will not affect the Agreement for other pieces of Equipment and/or other Services. The Agreement for some of the Equipment or Individual Service can be cancelled without affecting the other Equipment and/or other Services.
3.7 Notices: Breach or cancellation notices must be sent via prepaid recorded delivery. Other notices, like price increases, can be sent via ordinary first-class post. Notifications will be sent to your billing address unless you provide written instructions otherwise. All notices must be sent to Airacom’s head office and are considered served four working days after posting.
3.8 Effect of Non-Enforcement: Your rights and our rights under this Agreement will not be affected if either of us does not enforce, or delays enforcing, any of these Terms.
3.9 Assignment: Airacom may assign this Agreement, wholly or partly, to subsidiaries, associated companies, manufacturers, or other parties. If so, Airacom will notify you in writing. Airacom may also engage subcontractors to fulfill services under this Agreement.
3.10 Independent Contractors: You and Airacom are independent contractors under this Agreement and cannot act on behalf of the other party.
3.11 Unenforceable Terms: If any term is deemed illegal or unenforceable by agreement or court decision, it will not affect the other terms. The term will be modified to be legal and binding, or if not possible, it will be excluded from the Agreement. Changes take effect from the date of agreement or decision.
3.12 Entire Agreement: This agreement is the complete agreement between the parties. Any terms or representations which are not in this agreement are ineffective. Variations must be in writing and signed by Airacom.
3.13 Governing Law: This Agreement is governed by and construed in accordance with the laws of England and Wales.
3.14 Jurisdiction: Both parties agree that the courts of England and Wales have exclusive jurisdiction to settle any disputes related to the Contract or its formation, including non-contractual claims.
3.15 Minimum Term: This agreement has a minimum term of thirty-six months. The customer may terminate it early by giving no less than ninety days written notice to Airacom. If the customer terminates early for reasons other than Airacom’s material breach, they must pay an early termination fee equal to the remaining balance of the minimum term plus ninety days. If no minimum term is specified or ‘other’ is highlighted, the default is thirty-six months. If a different term is selected in ‘Section 1’ of the Summary Page above, that term will be the minimum term.
3.16 Offer and Withdrawal: Sending the Sales and Service Agreement by Airacom to the customer constitutes an offer to provide services and/or Equipment according to these conditions, the ‘Sales and Service Agreement’, and, where applicable, the ‘Order Form’ and any service-specific conditions. (“this Offer”) can be withdrawn by Airacom before being accepted by the Customer.
3.17 Contract Formation: The offer is accepted and the Contract is formed when Airacom receives the duly signed Sales and Service Agreement, either electronically or physically, by or on behalf of the Customer. If Airacom hasn’t received the signed Agreement within 30 days from sending, it may cancel the order, notifying the Customer in writing.
3.18 Entire Agreement: This contract is the complete agreement between the parties, replacing all prior or contemporaneous communications, oral or written. The parties acknowledge that they haven’t relied on any statements or promises not included in this contract.
3.19 Quotations: Any quotation from Airacom is not an offer and remains valid for 20 Business Days from its date of issue.
3.20 Customer Warranty: The Customer assures Airacom that it is entering the Contract for business, trade, or professional purposes, not as a consumer.
3.21 Tailored Service Terms: This agreement incorporates distinct terms and conditions specific to the services selected, including but not limited to Fixed Network Services, Data Services, IT Support Services, Mobile Services, and Managed Print Services.
3.22 Non-Supply of Services: If Airacom fails to supply a particular Service, this does not give the Customer the right to terminate the Contract for any other Service provided under the Contract.
3.23 Illustrative Material Disclaimer: Samples, drawings, descriptive matter, or advertising from Airacom are solely for illustration and are not contractually binding. They do not guarantee the quality, quantity, or suitability for any specific purpose of the goods or services described.
3.24 Customer Breach: In case of Customer breach, the Customer must promptly return the Equipment to Airacom at their own expense. They must also allow Airacom or its agents access to any premises where the Equipment is located for its retrieval. If you fail to return the Equipment to us when the Agreement ends we or our appointed representatives or agents may enter any premises where we reasonably believe the Equipment to be located and remove it and you must pay us all the costs and expenses we incur in doing so; in the alternative and at our discretion only, you agree to pay us a sum equal to the Equipment’s reasonable retail cost.
4.0. SUPPLY OF SERVICES
4.1 Airacom shall supply the Services to the Customer in accordance with the Contract in all material respects. In the event that the Order Form specifies:
(a) the supply by Airacom to the Customer of Equipment and Installation Services and/or Maintenance Services, clause 19 of these Conditions shall also apply to the Contract;
(b) the supply by Airacom to the Customer of Fixed Network Services, clause 20 of these Conditions shall also apply to the Contract;
(c) the supply by Airacom to the Customer of Data Services, clause 21 of these Conditions shall also apply to the Contract; and
(d) the supply by Airacom to the Customer of IT Support Services, clause 22 of these Conditions shall also apply to the Contract.
(e) the supply by Airacom to the Customer of Managed Print Services (MPS), clause 24 of these Conditions shall also apply to the Contract.
4.2 Airacom shall use all reasonable endeavours to deliver any Services on or by any date or dates specified in the Order Form, but any such dates shall be estimates or for guidance only and time shall not be of the essence for the performance of the Services.
4.3 Airacom shall have the right to make any changes to any Services which are necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the relevant Services. Airacom shall notify the Customer of any such change.
4.4 Airacom warrants to the Customer that the relevant Services will be provided using reasonable care and skill, subject to clauses 19, 20, 21, 22, 23 and 24 of these Conditions.
5.0 Personal Information and Privacy
5.1 Subject matter of processing. Information being processed as part of the agreement includes:
(a) Contact(s) name
(b) Business address(es)
(c) Contact(s) email address
(d) Contact(s) telephone/fax number
(e) Signatory name
(f) Banking information, such as account number and sort code, per the direct debit agreement.
5.2 Processing Duration: Information processing under the lawful basis will occur throughout the contract duration or as mandated by legislation, up to a maximum of five years. Data unnecessary for legislative purposes will not be retained beyond 5 years of a contract’s fulfillment and termination.
5.3 Nature and purpose of processing. Information gathered as part of this contract shall be used to:
(a) Formally identify a site-based contact to fulfil the contracted requirement for the service(s) and/or product(s) being provided
(b) Communicate with the customer regarding the service(s) and/or product(s) being provided
(c) Provide customer support
(d) Improve the service(s) and/or product(s) being provided
5.4 Personal Data Processing: Only personal data will be processed under this agreement. No sensitive personal information will be collected as part of this agreement or regular business operations.
5.5 Data Subject Categories: Categories of data subjects about which the data relates. The category of the data subject under this agreement shall be “customer” and data held will be limited to a business and contractual basis only.
5.6 Data Protection Measures: Airacom will employ reasonable measures to safeguard the personal data processed under this agreement. This includes using suitable technical and organisational methods to prevent unauthorised or unlawful processing, accidental loss, destruction, or damage to personal data.
5.7 Personal Data Sharing: Airacom will not sell, rent, or trade personal data to third parties for marketing. Personal data may be shared with service providers, or suppliers or subcontracting companies as needed and are bound by strict confidentiality rules.
5.8 Customer Rights: The customer can access, correct, delete, restrict, port, or object to their personal data processing. They also have the right to complain to the Information Commissioner’s Office if they believe their personal data has been processed unlawfully.
5.9 Clause Amendment: Airacom reserves the right to change this clause at any time. Changes become effective immediately upon posting on the Airacom website. The customer is responsible for regularly checking the website for updates to this clause.
6.0 Ownership and Insurance
6.1 Ownership Transfer:
(a) Purchased Equipment: Ownership transfers to you upon full payment.
(b) Leased or Hired Equipment: Airacom or the leasing provider retains the ownership of equipment unless otherwise stated in this agreement, including all consumables and parts supplied by Airacom.
6.2 Risk of Loss or Damage: Once delivered, you assume all risks of loss or damage to the items. We advise you to insure against any potential loss or damage. If the items are lost or damaged while in your possession, you are responsible for the full replacement cost. We are not liable for any loss or damage, regardless of cause.
6.3 Conditions Before Full Payment: Until paid in full, Airacom retains ownership of the items. You must not alter, sell, or dispose of them and must ensure they can be identified as Airacom’s property. If you fail to pay in full, Airacom may repossess the items at your cost, including storage and legal fees. You are liable for any damage due to your negligence.
6.4 Non-Payment or Insolvency: If you do not pay on time, enter liquidation/receivership, or commit an act of bankruptcy, we may enter your property without notice to repossess the items and claim any money owed. We may also:
(a) Seek a court order to compel you to pay your debts;
(b) Take possession of any other goods that you own that are not subject to this agreement;
(c) Report your default to a credit reference/reporting agency.
6.5 Unauthorised Returns: You cannot return items instead of paying without our written consent. Unauthorised returns may be refused, and we may take legal action to recover any monies due to Airacom for contractual time and service charges remaining. A restocking fee of up to 20% may apply for items not meeting our return policy, such as used or damaged items, missing parts or accessories, or lack of original packaging. Contact customer service for return policy questions. The following are examples of conditions that may not be met:
(a) The item has been used or damaged;
(b) The item is missing any parts or accessories;
(c) The item does not have the original packaging;
6.6 Shortages: In case of shortages beyond our control, we will distribute available items based on availability. We are not liable for any damages or losses due to shortages and may cancel or modify the contract if the shortage is severe. We will notify you of any changes as soon as possible.
7.0 Delivery and Administration
7.1 You agree that an employee or you will sign the delivery note to confirm receipt of the listed items. Airacom will not accept claims for shortages if the delivery is not verified according to this clause and is not liable for shortages, regardless of cause.
8.0 Suitability
8.1 You agree that the sale items are suitable for your needs and meet your requirements. You are responsible for evaluating and ensuring that the sale items are compatible with any software, network, or other items to which they are to be linked.
9.0 Cancellation
9.1 Cancellation requests must be submitted in writing and acknowledged by Airacom to be effective. If you cancel your order for any reason, you will be liable for the following:
(a) If you cancel after signing but before service/s or equipment delivery, you will be responsible for any non-refundable deposits and setup fees. In addition, any purchased peripherals, and a £495 administration fee (excluding VAT) will be charged and become payable within seven days.
(b) If the equipment has already been delivered to your premises, or your service specific services (Equipment Maintenance and Installation Services, Fixed Network Services, IT Support Services, Data Services, Mobile Services and Managed Print Services, or any other Business Services) have been installed or provisioned to/at or for your premises, including all ported and/or migrated services from the losing provider to Airacom. Then your order is non-cancellable and the minimum term (Section 1) along with the service fees and period of term (Section 2) within the Summary Page will be enforceable and subject to clause 25 and 26.
9.2 Early Termination Reference: Refer to the early termination terms (Section 25 and 26) for charges applicable if the agreement is cancelled after services have commenced or equipment has been ordered or delivered. Clauses 20.16, 21.16, 23.23 and 24.16 will also apply.
10.0 Non-proprietary Equipment Charges
10.1 For any non-proprietary equipment provided by Airacom, the following charges will apply:
(a) Installation and Connectivity: You will be charged 75% of the retail value of the software for the installation of the product and related connectivity.
(b) Development Costs: All development costs associated with the installation will be charged at 75% of the retail value of the software.
(c) Transactions: A charge equivalent to 75% of the retail value of the software will apply to all transactions.
(d) An invoice will be issued, and payment is required within seven days.
11.0 Charges and payments for services
11.1 The Charges for the Services and/or the Equipment shall be charged to and payable by the Customer in accordance with this clause 11 and in the case of Equipment, Maintenance and Installation Services, Fixed Network Services, Data Services, IT Support Services, Mobile Services and Managed Print Services in accordance with this clause 11 and clause/s 19, 20, 21, 22, 23 and 24.
11.2 The Charges for the Equipment and Installation Services shall be as specified in the Order Form and calculated in accordance with these Conditions. Except as otherwise specified in the Order Form, Charges for Equipment and Installation Services shall be payable on Delivery.
11.3 The Customer shall pay any deposit specified in the Order Form within seven days of submitting the Order Form to Airacom.
11.4 The Charges for the Maintenance Services shall be as specified in the Order Form and calculated in accordance with these Conditions. Except as otherwise specified in the Order Form, Charges for Maintenance Services shall be payable monthly, quarterly or annually in advance as specified in the Order Form with the first payment due on the Commencement Date, and continuing to be payable thereafter on each anniversary of the Commencement Date either monthly, quarterly or annually.
11.5 Where clause 19.9 applies in relation to Maintenance Services, Airacom shall be entitled to make such additional charges as are calculated in accordance with the Tariff.10.6 Airacom may charge the Customer a call out fee where such a call out occurs based on incorrect information being provided to Airacom or where a call out occurs but the operative is unable to gain access to the premises within the times notified to the Customer for the call out.
11.7 The Charges for the Maintenance Services, Fixed Network Services, Data Services, IT Services, Mobile Services, Managed Print Services and any other Business Services supplied and/or provided by Airacom shall increase on each anniversary of the Commencement Date by 8%.
11.8 The Charges for the IT Support Services shall be as specified in the Order Form and calculated in accordance with these Conditions. Except as otherwise specified in the Order Form or these Conditions, Charges for IT Support Services shall be payable monthly in advance with the first payment due on the Commencement Date, and continuing to be payable each month thereafter on the anniversary of the Commencement Date.
11.9 Where IT Support Services are provided during Out of Hours or at the Customer’s premises (or such location as is required by the Customer), the Charges shall be calculated by reference to the applicable hourly rates specified in the Order Form, or, if not stated in the Order Form, such hourly rates as specified in the Tariff. Airacom may invoice the Customer in respect of such services rendered, immediately after their provision.
11.10 Where clause 22.11 applies in relation to the IT Support Services, Airacom shall be entitled to make such additional charges as are calculated in accordance with or stipulated in the Tariff.
11.11 Airacom shall not increase the monthly charge or its hourly rates in respect of the IT Support Services unless the Customer’s network or user count has increased and at which point, any increase would need to be agreed by both parties prior to any increase being applied. The Customer’s network and user count will be reviewed by Airacom every six months from the Commencement Date.
11.12 The provisions of this clause apply to any proposed increase in the Charges other than those referred to in clause 11.14 below (which reflect an increase caused by regulatory changes in respect of which the provisions of clause 11.14 apply). Airacom reserves the right to increase its Charges for any Service (including without limitation by revising any Tariff). Airacom will give the Customer written notice of any such increase no less than 30 days before the pro-posed date of the increase. If such increase is not acceptable to the Customer, it shall notify Airacom in writing within 14 days of the date of Airacom’ notice that the Client wishes to terminate the Contract, failing which the Customer shall be deemed to have accepted the changes.
11.13 Subject to applicable regulations, Airacom reserves the right to increase its Charges for any Service (including without limitation by revising any Tariff) as a result of any increase in charges made to Airacom by third party providers to it by a sum equal to any such increase. In such circumstances the Customer shall not have the right to cancel the Contract.
11.14 Where Airacom proposes to increase its Charges for any Service (including by revising without limitation any Tariff) as a consequence of a regulatory change and that the increase is no greater than the additional cost to Airacom caused by the regulatory change, it will give the Customer written notice of any such increase no less than 30 days before the proposed date of the increase. In such circumstances the Customer shall not have the right to cancel the Contract.
11.15 Except where otherwise specified in these Conditions or the relevant Order for any Service, the Customer shall pay each invoice submitted by Airacom:
(a) within 14 days of the date of the invoice; and
(b) in full and in cleared funds to a bank account nominated in writing by Airacom.
11.16 Time for payment of all Charges shall be of the essence of the Contract.
11.17 All amounts payable by the Customer under the Contract are exclusive of amounts in respect of value added tax chargeable for the time being (VAT). The Customer shall pay to Airacom such additional amounts in respect of VAT as are chargeable on the supply of the Services at the same time as payment is due for the supply of the Services.
11.18 Invoices shall be deemed to have been accepted if the Customer does not present a written objection, identifying clearly the disputed invoice and the reasons why it is challenged, to Airacom within 30 days of the date of the invoice.
11.19 If the Customer fails to make any payment due to Airacom under the Contract by the due date for payment, then the Customer shall pay interest on the overdue amount at the rate of 8% per cent per annum above the Bank of England Base Rate from time to time. Interest shall accrue daily from the due date until actual payment of the overdue amount, whether before or after judgment. The Customer shall pay the interest together with the overdue amount.
11.20 The Customer shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law). Airacom may at any time, without limiting its other rights or remedies, set off any amount owing to it by the Customer against any amount payable by Airacom to the Customer.
11.21 Airacom may exercise a lien over any equipment or goods in Airacom’ possession belonging to the Customer, for all monies payable by the Customer to Airacom.
11.22 Airacom delay in Airacom raising an invoice for any Charges shall not prohibit Airacom from raising an invoice for the applicable Charges at a later date and the Customer shall pay such Charges.
11.23 Airacom reserves the right to make additional charges for paper billing, late payment, reconnection, non-direct debit payment methods and incorrect fault reporting by the Customer. Such charges are as published by Airacom from time to time and are published at www.airacom.com.
11.24 You agree to pay all invoices in full within 30 days of the date of invoice unless otherwise specified. If you do not make payments on time, you may be subject to the following:
(a) If a customer does not pay their bill within 30 days, Airacom may suspend service/s and charge interest at a rate of 8% above the Bank of England base rate.
(b) If you continue to fail to pay your invoices, Airacom may take any or all of the following actions:
(i) Suspend or terminate your services;
(ii) Withdrawal of maintenance: Airacom may withdraw maintenance on any equipment that is not paid for in full.
(iii) Charge late payment fees at 10% of the amount due or £25.00 ex vat, whatever figure is greater.
(iv) Take legal action against you to recover the outstanding amount, plus interest and any legal costs; and/or
(v) Take any other action that Airacom deems appropriate to recover the outstanding monies owed to Airacom.
(c) Termination of Contract: If you fail to make payments on time, Airacom reserves the right to terminate this contract. Upon termination, any outstanding payments for the remaining contractual term become due within seven days, in addition to the 90-day notice period required for termination and an administration fee of £99 ex vat.
(d) Any payment missed or not made on time will attract interest, compensation and our reasonable costs in collecting such payment pursuant to the Late Payment of Commercial Debts (Interest) Act 1998 as amended from time to time.
11.25 Disputed Invoices If you dispute an invoice, you must notify Airacom in writing or via email billing@airacom.com within 30 days of the date of the invoice.
11.26 Airacom will invoice you for the charges set out in this/the Sales and Service Agreement in accordance with Section 1 Minimum Term and Section 2 Service Fees and Period of Term in the Sales and Service Agreement for the duration and billing/invoice frequency. Or if we deem it necessary at any other frequency at our sole discretion.
11.25 We are entitled to charge you for the costs and expenses we may incur in enforcing this Agreement following breach by you and these charges must be paid by you on demand.
11.26 Airacom will bill you in advance for one billing cycle, plus the current billing date (Partial Charge).
(a) Billing Cycle: Airacom will bill the Customer in advance for one billing cycle, plus the current billing cycle, and any time between signing the agreement and the billing date (partial charge).
(b) Prorated Amount: The prorated amount for the partial charge will be calculated based on the number of days in the current month and the remaining days in the billing cycle. This calculation will be performed using a daily rate derived from the total cost of the billing cycle.
(c) Payment: The Client agrees to pay the prorated amount for the partial charge within 30 days of receipt of the invoice. Failure to make payment within this period may result in late fees or suspension of services as outlined in this agreement.
(d) Adjustment: Subsequent billing cycles will be adjusted accordingly to reflect the partial charge made at the commencement of this agreement. Any overpayment or underpayment resulting from the partial charge will be reconciled in the following billing cycle.
12.0 Response Times
12.1 We will use our best efforts to respond to service requests within an average of twelve working hours (unless otherwise stated in this/the Sales an Service Agreement for the Maintenance Services, Fixed Network Services, Data Services, Mobile Services, Managed Print Services and any other Business Services supplied and/or provided by Airacom. We may respond by sending a trained technician to your site, connecting to the device remotely, or resolving the issue over the phone. Only our technicians or our appointed subcontractors may perform service on the equipment. If you submit a service request during our working hours for a device that has broken down, we will endeavor to respond as follows:
13.0 Service Charge Increases
13.1 Charges for services may be increased at least once per year by an increase in the CPI as published by the Office for National Statistics. If charges are increased by more than 10%, the customer may terminate the agreement upon 90 days’ written notice.
13.2 We may increase charges at any time if we experience any cost increases due to events beyond our reasonable control, including but not limited to:
(a) Natural disasters;
(b) Government action;
(c) Strikes or lockouts;
(d) Pandemics;
(e) War
(f) And any other event that is not reasonably within our control.
This will not be a breach of this agreement.
14.0 Exclusions
14.1 Unless agreed otherwise in writing, services do not include work needed because:
(a) You have misused, stored improperly, or handled improperly the equipment;
(b) You have used replacement parts that are not approved by us;
(c) You have installed or connected unauthorised accessories to the equipment;
(d) The disconnection or movement of the equipment;
(e) The installation, damage, or modification of the equipment by you or someone else;
(f) Any malfunction or specific requirement of any other item of equipment that is linked to our equipment or any network to which our equipment is connected;
(g) External causes, including accidents, disasters, or burglaries;
(h) Errors in non-manufacturer proprietary software or other software that was not supplied by us;
(i) The loss or damage of data;
(j) Your failure to specify an item in the appropriate sections of the schedules;
(k) Network or fax interface failures;
15.0 Force Majeure
15.1 We will not be liable for any delay or failure to perform our obligations under this Agreement if such delay or failure is caused by an event beyond our reasonable control, including but not limited to:
(a) War, terrorism, or other civil unrest;
(b) Natural disasters, such as earthquakes, floods, or hurricanes;
(c) Government actions, such as embargoes, sanctions, or changes in law;
(d) Strikes or other labor disruptions;
(e) Acts of God.
15.2 Liability for Third-Party Claims: We will not be liable for any claims made by third parties against you arising out of or in connection with this Agreement. You will be solely responsible for defending and settling any such claims.
15.3 Liability for Consequential Damages: We will not be liable for any consequential, indirect, or incidental damages arising out of or in connection with this Agreement.
16.0 limitation of Liability
16.1 Nothing in the Contract shall limit or exclude Airacom’ liability for:
(a) death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;
(b) fraud or fraudulent misrepresentation by Airacom; or
(c) breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
16.2 Subject to clause 16.1, Airacom shall not be liable to the Customer, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Contract for:
(a) loss of profits;
(b) loss of sales or business;
(c)l oss of agreements or contracts;
(d ) loss of anticipated savings;
(e) loss of or damage to goodwill;
(f) loss of use or corruption of software, data or information;
(g) any indirect or consequential loss.
(h) any loss or consequential loss as a result of Toll Fraud, attack, viruses, interference, hacking, or other security intrusion and disclaims any liability relating thereto.
16.3 Subject to clause 16.1 and clause 16.2, Airacom’s total liability to the Customer, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with this agreement shall, in respect of all claims (connected or unconnected) in any consecutive 12 (twelve) month period, be limited to the equivalent of the total Charges paid by the Customer in that period for the Equipment and/or the relevant Service in respect of which the claim arose.
16.4 The terms implied by sections 4, 19, 20, 21, 22 23 and 24 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from this agreement.
16.5 If the Customer is a consumer, nothing in these Conditions shall prejudice its statutory rights.
16.6 This clause 16 shall survive termination of the Contract.
16.7 Delivery and Installation Dates: Unless otherwise agreed in writing, all delivery and installation dates are estimates and Airacom is not liable for any loss of expense, liability, or damages that you or someone else suffers because Airacom did not meet these estimated dates. In this respect, time is not of the essence of this contract.
16.8 Third-Party Suppliers Airacom may from time to time deliver equipment, software, and other items to you that you obtain on lease. Airacom may also facilitate the placing of orders between you and third-party suppliers and/or contractors. You acknowledge that Airacom is not the agent of any leasing company or other third parties and that Airacom has no liability in respect of such orders or for the acts or omissions of any third party, including any finance or leasing company.
16.9 Operation of Software/Hardware: Airacom does not represent that the operation of any software/hardware will be uninterrupted or error-free. For the avoidance of any doubt, Airacom does not represent that any specific requirements you may have informed us of will continue to be met should your operating system or network operating system alter after the date of initial installation.
16.10 Confidential Information: Airacom will not accept liability for any loss or distribution of confidential information held on the device or any of its components. It remains the sole responsibility of the customer to ensure that information of this nature is deleted before the removal of the device or its components.
16.11 Other Limitations of Liability: Nothing in these terms shall exclude Airacom’s liability for death or personal injury. You agree that except to the extent prohibited by law, you will not otherwise hold Airacom liable for any other claims, actions, costs, loss, damages, or expenses whatsoever. In particular, Airacom will not be liable under any circumstances for indirect or consequential losses or any loss of business/profit by you or anyone else.
16.12 Set-Off: Without prejudice to any other right or remedy, Airacom reserves the right to set off any amount owing at any time from the customer to Airacom against any amount payable by Airacom to the customer under the contract or otherwise.
17.0 Customer’s General Obligations and terms applicable to all services
17.1 In relation to the Services, the Customer:
(a) Shall ensure that the terms of the Order and any information it provides in the Specification are complete and accurate;
(b) Shall co-operate with Airacom in all matters relating to the relevant Services;
(c) Shall provide Airacom, its employees, agents, consultants and subcontractors, with access to the Customer’s premises, office accommodation and other facilities as reasonably required by Airacom;
(d) Shall provide Airacom with such information and materials as Airacom may reasonably require in order to supply the relevant Services and/or Equipment, and ensure that such information is accurate in all material respects;
(e) Shall prepare its premises for the supply of the relevant Services (where applicable);
(f) Shall obtain and maintain all necessary licences, permissions and consents which may be required before the date on which the Services are to start (where applicable);
(g) Agrees that Airacom may from time to time monitor or record calls made to Airacom or by Airacom to improve customer service, for training or for marketing purposes;
(h) Agrees that Airacom shall not be liable or responsible for any failure or delay in the Services due to or in connection with any third party infrastructure applicable to the supply of any Services;
(i) Agrees to co-operate with any criminal investigations or any investigation of any regulatory body that is applicable to the supply of any of the Services;
(j) Be responsible for ensuring the accuracy of all specifications, drawings, sketches, plans, descriptions and instructions provided to Airacom in connection with the supply of any Services and/or Equipment; and
(k) Shall comply with all Service Specific Conditions.
17.2 The Customer is responsible and shall be liable to Airacom for the use of the Services (including for any Charges incurred) by the actions of any of its employees and any other person who has been given access to use the Services by the Customer and any person who gains access to use the Services for fraudulent purposes including in each case where such use was not authorised by the Customer. The Customer is strongly advised to install robust and effective security provisions to prevent unauthorised and/or fraudulent use.
17.3 If Airacom’s performance of any of its obligations under the Contract is prevented or delayed by any act or omission of the Customer or failure by the Customer to perform any relevant obligation or comply with any obligation or policy under the Conditions (Customer Default):
(a) Airacom shall without limiting its other rights or remedies have the right to suspend performance of any Service until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations to the extent that the Customer Default prevents or delays Airacom’ performance of any of its obligations;
(b) Airacom shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from Airacom’ failure or delay to perform any of its obligations as set out in this clause 17.3; and
(c) The Customer shall reimburse Airacom on written demand for any costs or losses sustained or incurred by Airacom arising directly or indirectly from the Customer Default.
17.4 Without prejudice to clause 17.3 or any other remedy available to Airacom shall be entitled to suspend the performance of any Service or terminate the Contract relating to the relevant Service without further liability to the Customer in the event that Airacom:
(a) Is obliged to comply with any order, instruction or request of any competent governmental body;
(b) Terminates the provision of telecommunications services;
(c) In its reasonable opinion, Airacom or the Carrier believes the Service are being used fraudulently or unlawfully; or
(d) In its reasonable opinion Airacom or the Carrier needs to carry out improvements or repairs to any networks or equipment relating to the applicable Services.
17.5 Airacom shall not be liable for any charges resulting from or in connection with fraudulent or unauthorised use of a Service and/or Equipment and the Customer shall be responsible for and pay all charges, costs, fees, and expenses resulting from or in connection with any fraudulent or unauthorised use of any Service and/or Equipment.
18.0 Software
18.1 Software License: Airacom grants you a non-exclusive, non-transferable, and limited license to use the software (as defined below) for your internal business purposes only. The software is licensed to you, not sold. You do not own any intellectual property rights in the software.
18.2 Software: The software includes all software programs, documentation, and data (including but not limited to source code, object code, object libraries, executable files, data files, and user manuals) that are provided to you by Airacom or its licensors.
18.3 License Term: The license granted under this clause 3 will commence on the Effective Date and will continue for thirty-six months, unless otherwise stated in this/the Sales and Service Agreement in Section 1.
18.4 Returning Equipment/Devices: You agree that the removal of all confidential information held within the equipment/device remains your responsibility. Airacom will not assist in the removal of such information without prior written agreement.
18.5 You have given Airacom permission to remove and store your current equipment without liability to Airacom.
18.6 You agree that all software and/or application licenses detailed within this Sales and Service Agreement will automatically renew at the end of the stated term (Section 1) minimum term for an additional thirty-six months unless either party gives written notice of termination at least thirty (90) days prior to the end of the current term.
18.7 Permitted Uses: You may use the software for your internal business purposes only. You may not:
(a) modify, adapt, or translate the software;
(b) reverse engineer, decompile, or disassemble the software;
(c) create derivative works of the software;
(d) rent, lease, or sub-license the software;
(e) use the software for any commercial purposes other than your internal business purposes; or
(f) use the software in any way that violates any applicable law or regulation.
18.8 Restrictions: You agree to:
(a) keep the software confidential;
(b) use reasonable security measures to protect the software from unauthorised access, use, or disclosure;
(c) promptly notify Airacom of any unauthorised access, use, or disclosure of the software; and
(d) not remove any copyright, trademark, or other proprietary notices from the software.
18.9 Maintenance and Support: Airacom will provide you with maintenance and support for the software for the minimum term specified in the Service Agreement. This maintenance and support will include:
(a) responding to your questions about the software; and
(b) providing you with updates to the software.
If you wish to extend the maintenance and support period beyond the minimum term, you may do so by contacting Airacom and agreeing to a new maintenance and support agreement.
18.10 Third party software, including but not limited to software that is not developed by Airacom, is not covered by this maintenance and support agreement. Any bugs or defects in third party software will be the responsibility of the software manufacturer.
18.11 Warranties: Airacom warrants that the software will:
(a) be free from defects in material and workmanship;
(b) substantially conform to the documentation provided to you; and
(c) perform substantially in accordance with its specifications. Airacom’s entire liability under this warranty will be limited to, at Airacom’s option, either
(i) repairing or replacing the software; or
(ii) refunding the purchase price of the software.
18.12 Indemnity: You agree to indemnify and hold Airacom harmless from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or in connection with your use of the software.
19.0 Terms applicable to Equipment, Installation Services and Maintenance Services
19.1 We will install and/or maintain the equipment and services as specified in the Sales and Service Agreement for a minimum term of 36 months (or the minimum term stated in Section 1 Minimum Term). The minimum term commences on the date of the signed agreement. If the Sales and Service Agreement specifies a different minimum term, then that term shall supersede this clause. After the minimum term, either party may terminate the contract by providing no less than 90 days written notice to the other party.
19.2 Any Order for Equipment is conditional on the availability of such Equipment prior to the Estimated Installation Date. Airacom shall use reasonable endeavors to deliver the Equipment and supply the Installation Services with reasonable care and skill in accordance with the estimated period for delivery and installation. Installation within such a period is not guaranteed and time shall not be of the essence.
19.3 Delivery of Equipment shall be deemed to take place when the relevant Equipment arrives at the Customer’s Site (prior to unloading or unpacking) as specified in the Order (Delivery) (and Delivered shall be construed accordingly). In relation to Delivery of any Equipment:
(a) The Customer shall be responsible for checking that all details specified in the Order are correct;
(b) If the Customer fails to take Delivery of any Equipment within 10 Business Days of Airacom notifying the Customer that the Equipment is capable of being delivered, the Equipment shall be deemed to have been Delivered in accordance with the Contract and the Equipment shall be at the risk of the Customer and thereafter clause shall apply to the Equipment;
(c) If any Equipment is to be Delivered in instalments, any delay in the Delivery of one instalment shall not entitle the Customer to reject the other instalments or to terminate the Contract; and
(d) The risk in any Equipment shall pass to the Customer on Delivery (or deemed delivered in accordance with clause 19.3(b) and the Customer shall be responsible for insuring the Equipment from that time.
19.4 If the Customer is in breach of the Contract the Customer shall return the Equipment at the Customer’s cost to Airacom immediately on request and permit Airacom or its agents to enter any premises of the Customer or of any third party where the Equipment is located in order to recover it.
19.5 Subject to clause 3.2, supply of the Maintenance Services shall commence on the Commencement Date and shall continue for the Minimum Term and thereafter the Maintenance 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 Maintenance Services Contract at the end of the Minimum Term or the relevant Extended Term, as the case may be.
19.6 If for any reason clause 19.5 is deemed to be unreasonable and unenforceable by way of a final court judgment then this clause 19.6 shall apply. Subject to clause 3.2, supply of the Maintenance Services shall commence on the Commencement Date and shall continue for the Minimum Term and thereafter the Maintenance 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 Maintenance Services Contract at the end of the Minimum Term or the relevant Extended Term, as the case may be.
19.7 The Maintenance Services shall only be supplied by Airacom in relation to the Equipment and to any other equipment agreed by Airacom in writing from time to time. Unless agreed otherwise in writing Airacom shall supply the Maintenance Services in accordance with the Maintenance Service Levels (a copy of which is available at www.airacom.com) as amended from time to time.
19.8 The Maintenance Services shall not include or be deemed to include repair or maintenance to:
(a) equipment that is faulty or has failed due (in whole or in part) to or caused by:
(i) Fair wear and tear;
(ii) The Customer’s (including its agents or workers) acts, operating errors, omissions, or default;
(iii) Failure in air-conditioning or fluctuations in electrical power;
(iv) Any failure of equipment or software attached to or integrated to the Equipment where such equipment or software was not supplied by Airacom;
(v) Vandalism, fire, theft, water, or lightening;
(vi) Any defect or error in software loaded on to the Equipment;
(vii) Any defect or fault in connection with services supplied to Airacom by any Carrie or third party supplierr;
(viii) Failure by the Customer (including its agents or workers) to adequately maintain any Equipment or operate it in accordance with the manufacturer’s specifications, guidelines, or recommendations; or
(ix) Any attempt by the Customer or any third party other than Airacom or its duly authorised agents to repair, reconfigure, re-program or otherwise alter the Equipment or any equipment or cabling attached to it.
(b) Ancillary items, including but not limited to, answerphones, analogue and digital phones or devices, call loggers, payphones, computers, servers, uninterruptible power supplies, batteries, fax machines, public address systems, two-way radio communications, printers, cabinets, external music on hold sources, any cabling and/or consumables unless otherwise agreed in writing;
(c) The maintenance or repair of any extension wiring, any Equipment not at the Site, or of anything other than the Equipment; or
(d) The reprogramming of the Equipment to provide improved or modified services or facilities.
19.9 In the event that Airacom carries out Maintenance Services to any Equipment which has, in its reasonable opinion failed or become faulty due (wholly or partially) to any of the circumstances described in clause 19.8, Airacom shall be entitled to charge additional fees for such services calculated in accordance with clause 17.5.
19.10 In carrying out the Maintenance Services Airacom shall not (subject to clause 16) be liable for the loss of any data or information stored on the Equipment or any other equipment that may be affected by the carrying out of the Maintenance Services and the Customer shall ensure that appropriate backups of all data and information are maintained.
19.11 In rectifying any fault with Equipment it may be necessary for Airacom to reset the Equipment’s software. In such cases, Airacom shall not be responsible for resetting or reloading equipment programming and user profiles.
19.12 The Maintenance Services are limited to the provision and repair of the Equipment by Airacom on a like for like basis, which may include Airacom supplying reconditioned parts for Equipment and reconditioned Equipment. Any Equipment that is removed or replaced and any parts that are removed or installed in Equipment in the carrying out of the Maintenance Services shall become or shall remain (as the case may be) the property of Airacom.
19.13 Subject to clause 16, Airacom shall not be liable for any delay in the performance of the Maintenance Services where such delay is attributable to no or poor or delayed availability of spare parts for any item of Equipment.
19.14 If the Customer terminates a Contract (in whole or in part) for Maintenance Services before the end of any applicable Minimum Term or Extended Term, the Customer shall pay to Airacom all charges that would have accrued during the period from the expiry of the Customer’s notice to terminate (or where no notice is given the date of indication by the Customer of an intention to no longer be bound by the Contract (in whole or in part)) to the end of the Minimum Term or Extended Term (as the case may be).
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 an Extended 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 if references 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 of factors 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 in the 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 configuration of the router other than to an IP configuration; and
(v) Airacom shall not be responsible for installing firewalls or plugging in the router and if the Customer requires firewalls the Customer shall be responsible for processing their installation.
(h) In respect of a router supplied by or on behalf of Airacom for an internet broadband service it will be provided in a NAT (Network Address Translation) configuration with DHCP Scope enabled unless otherwise agreed.
21.11 Airacom is under a duty to all of 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 ofemails 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 thatany 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 back-up copies of its operating systems and software;
(d) to keep back-up 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 thehardware. 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 warran-ty 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 the Customer 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-up procedures, 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 this 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 the responsibility of Airacom.
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 permanent-ly) 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, damag-es and expenses incurred by Airacom for the repair, recovery and replacement of 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 Print Services 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 endeavors 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 is also allowed to 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 10 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) The customer will be billed monthly or quarterly in arrears, dependent on your contract type. 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 by Airacom 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 the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, nor constitute either party the agent of the other for any pur-pose. Neither party shall have authority to act as agent for, or to bind, the other party in any way.18.6 Third parties: A person who is not a party to the Contract shall not have any rights to enforce its terms.18.7 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.
27.6 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 accord-ance 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.

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