Terms & Conditions

Terms and Conditions for the Supply of Services — Your Communications Ltd

Circa 2026

1. Interpretation

The following definitions and rules of interpretation apply in these Conditions.

1.1 Definitions

Business Day a day, other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.

Business Hours the period from 9.00 am to 5.00 pm on any Business Day.

Commencement Date has the meaning given in clause 2.2.

Conditions these terms and conditions as amended from time to time.

Contract has the meaning given to it in the Contract Details.

Control has the meaning given in section 1124 of the Corporation Tax Act 2010, and the expression change of control shall be interpreted accordingly.

Customer the person or firm who purchases the Services from the Supplier.

Deliverables the deliverables set out in the Network Service Agreement, Maintenance Agreement and/or Network Services Line Rental Agreement (as applicable).

Delivery Location has the meaning given in clause 5.2.

Force Majeure Event an event, circumstance or cause beyond a party's reasonable control.

Funder a third party finance provider who supplies the Goods to the Customer and who enters into a Rental Agreement with the Customer.

Goods the goods (or any part of them) set out in the Order Form to be rented by the Customer from the Funder under the Rental Agreement. For the avoidance of doubt the Supplier shall not be responsible for the supply of the Goods to the Customer and the Funder's terms and conditions shall apply in relation to the supply of Goods from the Funder to the Customer.

Intellectual Property Rights patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

Losses all liabilities, damages, losses (including loss of profits, loss of business, loss of reputation, loss of savings and loss of opportunity), fines, expenses and costs (including all interest, penalties, legal costs (calculated on a full indemnity basis) and reasonable professional costs and expenses).

Maintenance Agreement the Maintenance Agreement entered into between the Supplier and the Customer.

Minimum Term the minimum term as set out in the Order Form.

Network Service Agreement the Network Service Agreement entered into between the Supplier and the Customer.

Network Services Line Rental Agreement the Network Services Line Rental Agreement entered into between the Supplier and the Customer.

Order the Customer's order for the supply of Services, as set out in the Order Form.

Order Form the order form signed by the Customer in relation to the Services.

Pre-Installation Services the Services to be provided by the Supplier pursuant to condition 4 below together with all other services which the Supplier deems is required in readiness for installation of the Goods which shall include without limitation order administration, the booking of engineers and site surveys.

Previously Paid Termination Charges means any early termination charges paid by the Supplier on behalf of the Customer to the Customer's previous network provider at any time before or after the Commencement Date.

Rental Agreement means the agreement for the rental of the Goods in the standard form produced by the Funder to be entered into between the Funder and the Customer.

Services the services, including any Deliverables, supplied by the Supplier to the Customer as set out in the Service Specification.

Service Specification the description or specification for the Services set out in the Network Service Agreement, the Maintenance Agreement and/or the Network Services Line Rental Agreement (as applicable).

Supplier YOUR COMMUNICATIONS LIMITED registered in England and Wales with company number 15568035.

Supplier Materials has the meaning given in clause 9.1.14.

Supplier's Website www.yourcomm.co.uk

Toll Fraud any interference or access to the Customer's phone system or the Customer's telephone lines and/or the making of calls by any third party utilising the Customer's telephone lines whether fraudulent or otherwise. For the avoidance of doubt, fraudulent activity includes but is not limited to: (i) calls made from the Customer's PBX without their knowledge; (ii) calls made utilising the Customer's authentication details; and (iii) calls made from an authenticated IP address.

Interpretation

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

A reference to a party includes its successors and permitted assigns.

A reference to legislation or a legislative provision is a reference to it as amended or re-enacted. A reference to legislation or a legislative provision includes all subordinate legislation made under that legislation or legislative provision.

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

A reference to writing or written excludes fax but not email.

2. Basis of Contract

2.1 The Order constitutes an offer by the Customer to purchase Services from the Supplier in accordance with these Conditions.

2.2 The Order for the supply of Services, shall only be deemed to be accepted when the Supplier signs the Order Form, at which point and on which date the Contract shall come into existence (Commencement Date) and shall continue, unless terminated earlier in accordance with these Conditions, until the end of the Minimum Term.

2.3 Any samples, drawings, descriptive matter or advertising issued by the Supplier and any descriptions of the Services contained in the Supplier's catalogues or website are issued or published for the sole purpose of giving an approximate idea of the Services described in them. They shall not form part of the Contract nor have any contractual force.

2.4 These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or that are implied by law, trade custom, practice or course of dealing.

2.5 Any quotation given by the Supplier shall not constitute an offer, and is only valid for a period of 31 days from its date of issue.

2.6 The Customer waives any right it might otherwise have to rely on any term endorsed upon, delivered with or contained in any documents of the Customer that is inconsistent with these Conditions.

3. Rental Agreement in Relation to the Goods (If Applicable)

3.1 The Supplier will initiate a finance application for the Customer from its partnered Funder. If accepted, a Rental Agreement will begin as soon as possible after installation of the goods.

3.2 The Supplier shall provide reasonable assistance to the Customer in relation to the finance application where required. The Supplier shall have no liability to the Customer if any application is rejected.

3.3 The Customer will make available all information reasonably requested by either the Supplier or the Funder in relation to the finance application.

3.4 By signing the Order Form the Customer expressly acknowledges and authorises the Supplier to immediately commence the Pre-Installation Services.

3.5 The Customer agrees to use all reasonable endeavours to assist the Supplier to enable the Pre-Installation Services to be carried out (including without limitation providing access to any property reasonably required by the Supplier) notwithstanding they are carried out prior to the entry into a Rental Agreement.

3.6 The Customer expressly acknowledges and agrees that they are liable for payment in respect of such Pre-Installation Services in the event the Customer cancels the Order at such rates as set out in condition 3.8 below or if they otherwise fail to enter into a Rental Agreement.

3.7 If, after signing the Order Form, and before entry into a Rental Agreement, the Customer wishes to cancel the Order for the Goods, then the Customer is permitted to do so by giving the Supplier 5 Business Days' notice in writing, subject to the payment of a cancellation fee equal to:

• 3.7.1 Costs Incurred: the costs incurred in carrying out the Pre-Installation Services. The costs of the Pre-Installation Services will be calculated by reference to the time incurred by the Supplier's employees or contractors in carrying out the Pre-Installation Services multiplied by the Supplier's standard rates for such services in force at the relevant time. In this respect the current rate for half day surveys is £375 plus VAT and for a full day survey is £550 plus VAT; or
• 3.7.2 Funder Payment: the aggregate fee and commission that would have been received by the Supplier from a Funder in the event the Customer entered into the Rental Agreement with the Funder, it being acknowledged that such fee and commission represents payment to the Supplier for introducing the Customer to the Funder and undertaking Pre-Installation Services in relation thereto. The Supplier agrees that notwithstanding the above in no circumstances will the Customer be liable for a cancellation fee which exceeds a sum equal to the aggregate of three (3) quarterly rental payments that would have been charged had the Customer entered into the Rental Agreement.

3.8 If, after signing the Order Form the Customer fails for any reason to enter into a Rental Agreement you will be liable to pay a cancellation fee calculated in accordance with condition 3.8.

3.9 Any cancellation of the Order of the Goods for any reason shall be, without prejudice to any other Services that the Customer has ordered from the Supplier which shall remain in full force and effect in accordance with the applicable Conditions for that Service. For example, if the Customer has entered into a Network Services Agreement, Maintenance Agreement and/or Network Services Line Rental Agreement, those Services will continue notwithstanding termination of the Order of the Goods and nothing in the Order for Goods will operate to give either party any rights to terminate those Services.

3.10 By entering into the Rental Agreement, the Customer warrants that they are a body corporate and not an individual for the purposes of the Consumer Credit Act 1974.

4. Supply of Services

4.1 The Supplier shall supply the Services to the Customer in accordance with the Service Specification in all material respects.

4.2 The Supplier shall use all reasonable endeavours to meet any performance dates for the Services specified in the Network Service Agreement, the Maintenance Agreement and/or the Network Services Line Rental Agreement (as applicable), but any such dates shall be estimates only and time shall not be of the essence for the performance of the Services.

4.3 The Supplier reserves the right to amend the Service Specification if necessary to comply with any applicable law or regulatory requirement, or if the amendment will not materially affect the nature or quality of the Services, and the Supplier shall notify the Customer in any such event.

4.4 The Supplier warrants to the Customer that the Services will be provided using reasonable care and skill.

5. Customer's Obligations

5.1 The Customer shall:

• 5.1.1 ensure that the terms of the Order are complete and accurate;
• 5.1.2 co-operate with the Supplier in all matters relating to the Services;
• 5.1.3 provide the Supplier, its employees, agents, consultants and subcontractors, with access to the Customer's premises, office accommodation and other facilities as reasonably required by the Supplier to provide the Services;
• 5.1.4 provide the Supplier with such information and materials as the Supplier may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects;
• 5.1.5 prepare the Customer's premises for the supply of the Services;
• 5.1.6 permit or procure permission for the Supplier to freely and safely access its premises and service connection points;
• 5.1.7 ensure that only attachments approved for connection under the Telecommunications Act 1984 are connected with the Service;
• 5.1.8 use the Service in accordance with such instructions/conditions as may be notified in writing by the Supplier from time to time;
• 5.1.9 not use the Service in a manner which constitutes a violation or infringement of the rights of any other party and in this respect the Customer shall, without limitation, (i) secure implementation and management of their systems including any hardware not provided by the Supplier such as Firewalls or PBX; (ii) maintain security and confidentiality of authentication details for online service portals and other services; (iii) mitigate exposure to any suspected or known security breach by resetting passwords, requesting that accounts are disabled and reporting the incident to the Supplier; and (iv) report the incidents to the police;
• 5.1.10 in the event the Contract includes broadband services, obtain and install at its own cost such equipment as the Supplier advises is required for the provision of the broadband;
• 5.1.11 be solely liable for any costs arising as a result of Toll Fraud;
• 5.1.12 obtain and always maintain all necessary licences, permissions and consents that may be required for the Services before the date on which the Services are to start;
• 5.1.13 comply with all applicable laws, including health and safety laws; and
• 5.1.14 keep all materials, equipment and tools, documents, data and other property of the Supplier (Supplier Materials) at the Customer's premises in safe custody at its own risk, maintain the Supplier Materials in good condition until returned to the Supplier, and not dispose of or use the Supplier Materials other than in accordance with the Supplier's written instructions or authorisation.

5.2 The Customer acknowledges that the Service known as 'fraud monitor' is not a fraud prevention system and does not prevent unauthorised access to the Equipment. It is the sole responsibility of the Customer to setup and maintain their own security independently of the Supplier and therefore the Supplier accepts no liability whatsoever for any costs incurred as a result of a breach of security. The Supplier reserves the right to invoice the Customer for any fraudulent activity made.

5.3 The Customer shall indemnify and keep indemnified the Supplier completely and in full against all costs and losses (including loss of liabilities, damages, claims, charges, damage to property, call costs charged by BT or others and expenses) incurred by the Supplier as a result of or in connection with:

• 5.3.1 any breach of the Customer's obligations under the Contract;
• 5.3.2 the death of any of the Supplier's employees caused by the negligence or wilful misconduct of the Customer;
• 5.3.3 Toll Fraud or other fraudulent activity; and
• 5.3.4 investigations into Toll Fraud or other fraudulent activity.

5.4 The Customer shall reimburse the Supplier on written demand for any such costs and losses sustained by the Supplier pursuant to this condition 8. The Supplier recommends the Customer obtains professional security advice with regard to PBX, trunking or other equipment or resource.

5.5 If the Supplier'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 (Customer Default):

• 5.5.1 without limiting or affecting any other right or remedy available to it, the Supplier may suspend performance of the Services until the Customer remedies the Customer Default, and rely on the Customer Default to relieve it from the performance of any of its obligations in each case to the extent the Customer Default prevents or delays the Supplier's performance of any of its obligations;
• 5.5.2 the Supplier shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from the Supplier's failure or delay to perform any of its obligations as set out in this clause 9.2; and
• 5.5.3 the Customer shall reimburse the Supplier on written demand for any costs or losses sustained or incurred by the Supplier arising directly or indirectly from the Customer Default.

6. Charges and Payment

6.1 The charges for the Services shall be as set out in the Order Form (and the Maintenance Agreement if applicable).

6.2 Some call tariffs may be subject to a connection or minimum call – as set out in the Order Form.

6.3 The Supplier reserves the right to:

• 6.3.1 increase the charges for the Services stated in the Network Service Agreement, the Maintenance Agreement and/or the Network Services Line Rental Agreement (as applicable), from time to time by giving not less than three months written notice to the Customer;
• 6.3.2 increase the charges for the Services on an annual basis with effect from each anniversary of the Commencement Date in line with the percentage increase in the Consumer Prices Index in the preceding 12-month period and the first such increase shall take effect on the first anniversary of the Commencement Date and shall be based on the latest available figure for the percentage increase in the Consumer Prices Index.

6.4 The Supplier reserves the right to change any term of the Contract (including the charges) at any time. This includes the ability to separately charge for Services which may be initially included in the Service as free. The Supplier will give the Customer reasonable notice of any variation to the Contract.

6.5 In respect of Services, the Supplier shall collect the charges via Direct Debit on the 15th of every month of the Term.

6.6 The Customer shall pay each invoice submitted by the Supplier:

• 6.6.1 within 30 days of the date of the invoice or in accordance with any credit terms agreed by the Supplier and confirmed in writing to the Customer; and
• 6.6.2 in full and in cleared funds to a bank account nominated in writing by the Supplier,

and time for payment shall be of the essence of the Contract.

6.7 All amounts payable by the Customer under the Contract are exclusive of amounts in respect of value added tax chargeable from time to time (VAT). Where any taxable supply for VAT purposes is made under the Contract by the Supplier to the Customer, the Customer shall, on receipt of a valid VAT invoice from the Supplier, pay to the Supplier such additional amounts in respect of VAT as are chargeable on the supply of the Services, as applicable, at the same time as payment is due for the supply of the Services.

6.8 If the Customer fails to make a payment due to the Supplier under the Contract by the due date, then, without limiting the Supplier's remedies under clause 14, the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause will accrue each day at 4% a year above the Bank of England's base rate from time to time, but at 4% a year for any period when that base rate is below 0%.

6.9 The Supplier reserves the right to charge an administration fee and reserves the right to withhold any Services, if the Customer has cancelled its Direct Debit instruction or has insufficient funds in its bank account on the Direct Debit due date, without informing the Supplier in advance.

6.10 All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

6.11 The Customer agrees that any dispute relating to an invoice (including the calculation of any amounts payable) must be notified to the Supplier within six months of the date of the invoice and the Customer shall not be entitled to any credit or refund relating to disputes raised after the expiry of this.

6.12 In the case of termination charges incurred to settle a Customer's existing contract with an outgoing Supplier, Your Communications will cover the amount agreed as per the terms of the contract. Your Communications will ensure payment is made within 90 days of the porting date and initiation of services.

7. Intellectual Property Rights

7.1 All Intellectual Property Rights in or arising out of or in connection with the Services (other than Intellectual Property Rights in any materials provided by the Customer) shall be owned by the Supplier.

7.2 The Supplier grants to the Customer, or shall procure the direct grant to the Customer of, a fully paid-up, worldwide, non-exclusive, royalty-free licence during the term of the Contract to copy the Deliverables (excluding materials provided by the Customer) for the purpose of receiving and using the Services and the Deliverables in its business.

7.3 The Customer shall not sub-license, assign or otherwise transfer the rights granted by clause 11.2.

7.4 The Customer grants the Supplier a fully paid-up, non-exclusive, royalty-free non-transferable licence to copy and modify any materials provided by the Customer to the Supplier for the term of the Contract for the purpose of providing the Services to the Customer.

8. Data Protection

8.1 The following definitions apply in this clause:

• 8.1.1 Agreed Purposes: sharing of information in relation to: customers, activity in North American market, sales successes, shows attended, competitors' activity, potential additional product requirements.
• 8.1.2 Controller, processor, data subject, personal data, personal data breach, processing and appropriate technical and organisation measures: as set out in the Data Protection Legislation.
• 8.1.3 Data Protection Legislation: all applicable data protection and privacy legislation in force from time to time in the UK including the UK GDPR; the Data Protection Act 2018 (DPA 2018) (and regulations made thereunder); the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of personal data (including the privacy of electronic communications).
• 8.1.4 Permitted Recipients: the parties to this Agreement, the employees of each party, any third parties engaged to perform obligations in connection with this Agreement.
• 8.1.5 Shared Personal Data: the personal data to be shared between the parties under this Agreement.
• 8.1.6 UK GDPR: has the meaning given to it in section 3(10) (as supplemented by section 205(4)) of the DPA 2018.

8.2 This clause sets out the framework for the sharing of personal data between the parties as controllers. Each party acknowledges that one party (the Data Discloser) will regularly disclose to the other party Shared Personal Data collected by the Data Discloser for the Agreed Purposes.

8.3 Each party shall comply with all the obligations imposed on a controller under the Data Protection Legislation.

8.4 Each party shall:

• 8.4.1 ensure that it has all necessary notices and consents and lawful bases in place to enable lawful transfer of the Shared Personal Data to the Permitted Recipients for the Agreed Purposes;
• 8.4.2 give full information to any data subject whose personal data may be processed under this Agreement of the nature of such processing. This includes giving notice that, on the termination or expiry of this Agreement, personal data relating to them may be retained by or, as the case may be, transferred to one or more of the Permitted Recipients, their successors and assignees;
• 8.4.3 process the Shared Personal Data only for the Agreed Purposes;
• 8.4.4 not disclose or allow access to the Shared Personal Data to anyone other than the Permitted Recipients;
• 8.4.5 ensure that all Permitted Recipients are subject to written contractual obligations concerning the Shared Personal Data (including obligations of confidentiality) which are no less demanding than those imposed by this Agreement;
• 8.4.6 ensure that it has in place appropriate technical and organisational measures, reviewed and approved by the other party, to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data;
• 8.4.7 not transfer any personal data received from the Data Discloser outside the UK unless the transferor ensures that: (a) the transfer is to a country approved under the applicable Data Protection Legislation as providing adequate protection; or (b) there are appropriate safeguards or binding corporate rules in place pursuant to the applicable Data Protection Legislation; or (c) the transferor otherwise complies with its obligations under the applicable Data Protection Legislation by providing an adequate level of protection to any personal data that is transferred; or (d) one of the derogations for specific situations in the applicable Data Protection Legislation applies to the transfer.

8.5 Each party shall assist the other in complying with all applicable requirements of the Data Protection Legislation. In particular, each party shall:

• 8.5.1 consult with the other party about any notices given to data subjects in relation to the Shared Personal Data;
• 8.5.2 promptly inform the other party about the receipt of any data subject rights request;
• 8.5.3 provide the other party with reasonable assistance in complying with any data subject rights request;
• 8.5.4 not disclose, release, amend, delete or block any Shared Personal Data in response to a data subject rights request without first consulting the other party wherever possible;
• 8.5.5 assist the other party, at the cost of the other party, in responding to any request from a data subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, personal data breach notifications, data protection impact assessments and consultations with the Information Commissioner or other regulators;
• 8.5.6 notify the other party without undue delay on becoming aware of any breach of the Data Protection Legislation;
• 8.5.7 at the written direction of the Data Discloser, delete or return Shared Personal Data and copies thereof to the Data Discloser on termination or expiry of this Agreement unless required by law to store the Shared Personal Data;
• 8.5.8 use compatible technology for the processing of Shared Personal Data to ensure that there is no lack of accuracy resulting from personal data transfers;
• 8.5.9 maintain complete and accurate records and information to demonstrate its compliance with this clause and allow for audits by the other party or the other party's designated auditor; and
• 8.5.10 provide the other party with contact details of at least one employee as point of contact and responsible manager for all issues arising out of the Data Protection Legislation, including the joint training of relevant staff, the procedures to be followed in the event of a data security breach, and the regular review of the parties' compliance with the Data Protection Legislation.

8.6 Each party shall indemnify the other against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by the indemnified party arising out of or in connection with the breach of the Data Protection Legislation by the indemnifying party, its employees or agents, provided that the indemnified party gives to the indemnifier prompt notice of such claim, full information about the circumstances giving rise to it, reasonable assistance in dealing with the claim and sole authority to manage, defend and/or settle it. The liability of the indemnifying party under this clause shall be subject to the limits set out in clause 9.

9. Limitation of Liability

9.1 The limits and exclusions in this clause reflect the insurance cover the Supplier has been able to arrange. The Customer is responsible for making its own arrangements for the insurance of any excess liability.

9.2 References to liability in this clause include every kind of liability arising under or in connection with the Contract including liability in contract, tort (including negligence) or otherwise.

9.3 Nothing in the Contract limits any liability for:

• 9.3.1 death or personal injury caused by negligence;
• 9.3.2 fraud or fraudulent misrepresentation;
• 9.3.3 breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession);
• 9.3.4 defective products under the Consumer Protection Act 1987;
• 9.3.5 any liability that legally cannot be limited; or
• 9.3.6 the Customer's payment obligations under the Contract.

9.4 Subject to clause 9.3, the Supplier's total liability to the Customer shall not exceed the amount equal to the aggregate price paid by the Customer to the Supplier in the three month period immediately preceding the matter giving rise to the liability.

9.5 Subject to clause 9.3, the following types of loss are wholly excluded:

• 9.5.1 loss of profits (including loss of anticipated savings);
• 9.5.2 loss of sales or business;
• 9.5.3 loss of agreements or contracts;
• 9.5.4 loss of use or corruption of software, data or information;
• 9.5.5 loss of or damage to goodwill; and
• 9.5.6 indirect or consequential loss.

9.6 The Supplier shall have no liability for any breach of the Customer's security.

9.7 The Supplier shall have no liability whatsoever if any sum owing by the Customer to the Supplier is due and outstanding for more than 30 days. In this instance, in addition to its other rights under these Conditions, the Supplier reserves the right to suspend the Services until all outstanding sums are paid by the Customer to the Supplier.

9.8 The Supplier has given commitments as to compliance of the Services with relevant specifications in clause 6 and clause 8. In view of these commitments, the terms implied by sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.

9.9 The Supplier's employees or agents are not authorised to make any representations concerning the Service unless confirmed by the Supplier in writing.

9.10 This clause 9 shall survive termination of the Contract.

10. Termination

10.1 Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if:

• 10.1.1 the other party takes or has taken against it (other than in relation to a solvent restructuring) any step or action towards its entering bankruptcy, administration, provisional liquidation or any composition or arrangement with its creditors, applying to court for or obtaining a moratorium under Part A1 of the Insolvency Act 1986, being wound up (whether voluntarily or by order of the court), being struck off the register of companies, having a receiver appointed to any of its assets or its entering a procedure in any jurisdiction with a similar effect to a procedure listed in this clause; or
• 10.1.2 the other party suspends or ceases, or threatens to suspend or cease carrying on business.

10.2 Without affecting any other right or remedy available to it, the Supplier may terminate the Contract with immediate effect by giving written notice to the Customer if:

• 10.2.1 the Customer fails to pay any amount due under the Contract on the due date for payment;
• 10.2.2 the Customer at any time does not have the necessary valid licence or Consents to run its telecommunications system;
• 10.2.3 the Customer's financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of the Contract is in jeopardy; or
• 10.2.4 the Customer commits a material breach of any term of the Contract and (if such breach is remediable) fails to remedy that breach within a period of 14 days after being notified in writing to do so.

10.3 Without affecting any other right or remedy available to it, the Supplier may suspend the supply of Services under the Contract or any other contract between the Customer and the Supplier if the Customer fails to pay any amount due under the Contract on the due date for payment, the Customer becomes subject to any of the events listed in clause 10.1.1 or 10.1.2, or the Supplier reasonably believes that the Customer is about to become subject to any of them.

10.4 Without affecting any other right or remedy available to it, the Supplier may terminate the Contract for convenience without liability at any time by giving 30 days written notice to the Customer.

10.5 The Customer may terminate the Contract by giving 90 days written notice to the Supplier prior to the expiry of the Minimum Term, subject to payment by the Customer of an early termination fee equal to the average of the price paid by the Customer to the Supplier in the three months immediately preceding the notice of termination multiplied by the number of months remaining within the Minimum Term at termination. If less than three months has elapsed prior to the date of the notice of termination an average of the price paid by the Customer from the Commencement Date to the date of the termination notice shall be used multiplied by the number of months remaining within the Minimum Term (Early Termination Fee).

10.6 In the event the Contract is terminated prior to the expiry of the Minimum Term due to any act or omission of the Customer, the Customer shall on demand, in addition to its payment obligations under condition 10.5, reimburse to the Supplier the Previously Paid Termination Charges.

11. Consequences of Termination

11.1 On termination or expiry of the Contract, the Customer shall:

• 11.1.1 immediately pay to the Supplier all of the Supplier's outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, the Supplier shall submit an invoice, which shall be payable by the Customer immediately on receipt; and
• 11.1.2 return all of the Supplier Materials and any Deliverables which have not been fully paid for. If the Customer fails to do so, then the Supplier may enter the Customer's premises and take possession of them. Until they have been returned, the Customer shall be solely responsible for their safe keeping and shall not use them for any purpose not connected with the Contract.

11.2 Termination or expiry of the Contract shall not affect the parties' rights and remedies, that have accrued as at termination or expiry, 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.

11.3 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Contract shall remain in full force and effect.

11.4 In the event the Supplier terminates the Contract in accordance with condition 10.5 prior to the expiry of the Minimum Term, the Customer shall be liable to pay an Early Termination Fee calculated in accordance with the provisions of condition 10.5.

12. Confidentiality

12.1 Each party undertakes that it shall not at any time during the Contract and for a period of five years after termination or expiry of the Contract, disclose to any person any confidential information concerning the business, assets, affairs, customers, clients or suppliers of the other party or of any member of the group of companies to which the other party belongs, except as permitted by clause 12.2.

12.2 Each party may disclose the other party's confidential information:

• 12.2.1 to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of exercising the party's rights or carrying out its obligations under or in connection with the Contract. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party's confidential information comply with this clause 12; and
• 12.2.2 as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

12.3 No party may use any other party's confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with the Contract.

13. Force Majeure

Neither party shall be liable for any delay or failure in the performance of its obligations for so long as and to the extent that such delay or failure results from a Force Majeure Event (including but not limited to, default of any supplier of services to the Supplier). If the period of delay or non-performance continues for 60 days, the party not affected may terminate the Contract by giving not less than 10 days' written notice to the affected party.

14. General

14.1 Assignment and other dealings

• 14.1.1 The Supplier may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract, provided that it gives prior written notice of such dealing to the Customer.
• 14.1.2 Your Communications therefore reserves the right to sell and transfer a Customer contract to another Supplier during any point of the contract term. In the event of this occurrence, Your Communications will ensure full transparency and assistance is provided to the Customer during the process.
• 14.1.3 The Customer shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract.

14.2 Notices

• 14.2.1 Any notice given to a party under or in connection with the Contract shall be in writing and shall be: (a) delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or (b) sent by email to the email address as set out in the Order (or an address substituted in writing by the party to be served).
• 14.2.2 Any notice shall be deemed to have been received: (a) if delivered by hand, at the time the notice is left at the proper address; (b) 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; or (c) if sent by email, at the time of transmission, or, if this time falls outside Business Hours in the place of receipt, when Business Hours resume.
• 14.2.3 This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
• 14.2.4 Any notice of termination of the Contract served by the Customer must be marked for the attention of the Managing Director of the Supplier and sent by recorded delivery.

14.3 Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Contract. If any provision or part provision of the Contract is deemed deleted under this clause the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the commercial result of the original provision.

14.4 Waiver. A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A delay or failure to exercise, or the single or partial exercise of, any right or remedy does not waive that or any other right or remedy, nor does it prevent or restrict the further exercise of that or any other right or remedy.

14.5 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, constitute either party the agent of the other, or authorise either party to make or enter into any commitments for or on behalf of the other party.

14.6 Entire agreement. The Contract constitutes the entire agreement between the parties. Each party acknowledges that in entering into the Contract it does not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it has no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.

14.7 Third party rights. Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract. The rights of the parties to rescind or vary the Contract are not subject to the consent of any other person.

14.8 Dispute. If any dispute arises in connection with the Contract, then the parties will attempt to settle it. If the parties are unable to reach an agreement, then either party may refer the dispute to any recognised dispute resolution service. Details of these and how to refer a dispute are set out within the Supplier's Website.

14.9 Variation. Except as set out in these Conditions, no variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

14.10 Governing law. The Contract and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.

14.11 Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.

Terms and Conditions for the Supply of Goods & Services — Your Communications Ltd

Circa 2026

1. Interpretation

The following definitions and rules of interpretation apply in these Conditions.

1.1 Definitions

Business Day a day, other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.

Business Hours the period from 9.00 am to 5.00 pm on any Business Day.

Commencement Date has the meaning given in clause 2.2.

Conditions these terms and conditions as amended from time to time.

Contract has the meaning given to it in the Contract Details.

Control has the meaning given in section 1124 of the Corporation Tax Act 2010, and the expression change of control shall be interpreted accordingly.

Customer the person or firm who purchases the Goods or Services or Goods and Services from the Supplier.

Deliverables the deliverables set out in the Network Service Agreement, Maintenance Agreement and/or Network Services Line Rental Agreement (as applicable).

Delivery Location has the meaning given in clause 5.2.

Force Majeure Event an event, circumstance or cause beyond a party's reasonable control.

Goods the goods (or any part of them) set out in the Order Form to be rented by the Customer from the Supplier or a Funder.

Goods Specification any specification for the Goods as set out in the Order Form.

Intellectual Property Rights patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

Losses all liabilities, damages, losses (including loss of profits, loss of business, loss of reputation, loss of savings and loss of opportunity), fines, expenses and costs (including all interest, penalties, legal costs (calculated on a full indemnity basis) and reasonable professional costs and expenses).

Maintenance Agreement the Maintenance Agreement entered into between the Supplier and the Customer.

Minimum Term the minimum term as set out in the Order Form.

Network Service Agreement the Network Service Agreement entered into between the Supplier and the Customer.

Network Services Line Rental Agreement the Network Services Line Rental Agreement entered into between the Supplier and the Customer.

Order the Customer's order for the supply of Goods and Services, as set out in the Order Form.

Order Form the order form signed by the Customer in relation to the Goods and Services.

Previously Paid Termination Charges means any early termination charges paid by the Supplier on behalf of the Customer to the Customer's previous network provider at any time before or after the Commencement Date.

Services the services, including any Deliverables, supplied by the Supplier to the Customer as set out in the Service Specification.

Service Specification the description or specification for the Services set out in the Network Service Agreement, the Maintenance Agreement and/or the Network Services Line Rental Agreement (as applicable).

Supplier YOUR COMMUNICATIONS LIMITED registered in England and Wales with company number 15568035.

Supplier Materials has the meaning given in clause 9.1.14.

Supplier's Website www.yourcomm.co.uk

Toll Fraud any interference or access to the Customer's phone system or the Customer's telephone lines and/or the making of calls by any third party utilising the Customer's telephone lines whether fraudulent or otherwise. For the avoidance of doubt, fraudulent activity includes but is not limited to: (i) calls made from the Customer's PBX without their knowledge; (ii) calls made utilising the Customer's authentication details; and (iii) calls made from an authenticated IP address.

Interpretation

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

A reference to a party includes its successors and permitted assigns.

A reference to legislation or a legislative provision is a reference to it as amended or re-enacted. A reference to legislation or a legislative provision includes all subordinate legislation made under that legislation or legislative provision.

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

A reference to writing or written excludes fax but not email.

2. Basis of Contract

2.1 The Order constitutes an offer by the Customer to purchase Goods or Services or Goods and Services from the Supplier in accordance with these Conditions.

2.2 The Order for the supply of Services, shall only be deemed to be accepted when the Supplier signs the Order Form, at which point and on which date the Contract shall come into existence (Commencement Date) and shall continue, unless terminated earlier in accordance with these Conditions, until the end of the Minimum Term.

2.3 The Order for the supply of Goods, shall only be deemed to be accepted when the Supplier signs the Order Form, as which point and on which date the Contract shall come into existence (Commencement Date).

2.4 Any samples, drawings, descriptive matter or advertising issued by the Supplier and any descriptions of the Goods or illustrations or descriptions of the Services contained in the Supplier's catalogues or website are issued or published for the sole purpose of giving an approximate idea of the Goods and Services described in them. They shall not form part of the Contract nor have any contractual force.

2.5 These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or that are implied by law, trade custom, practice or course of dealing.

2.6 Any quotation given by the Supplier shall not constitute an offer, and is only valid for a period of 31 days from its date of issue.

2.7 All of these Conditions shall apply to the supply of both Goods and Services except where the application to one or the other is specified.

2.8 The Customer waives any right it might otherwise have to rely on any term endorsed upon, delivered with or contained in any documents of the Customer that is inconsistent with these Conditions.

3. Supply of Goods

3.1 The Goods are described in the Goods Specification.

3.2 The Supplier reserves the right to amend the Goods Specification if required by any applicable law or regulatory requirement, and the Supplier shall notify the Customer in any such event.

4. Delivery of Goods

4.1 The Supplier shall ensure that:

• 4.1.1 each delivery of the Goods is accompanied by a delivery note that shows the date of the Order, all relevant Customer and Supplier reference numbers, the type and quantity of the Goods (including the code number of the Goods, where applicable), special storage instructions (if any) and, if the Goods are being delivered by instalments, the outstanding balance of Goods remaining to be delivered; and
• 4.1.2 if the Supplier requires the Customer to return any packaging material to the Supplier, that fact is clearly stated on the delivery note. The Customer shall make any such packaging materials available for collection at such times as the Supplier shall reasonably request. Returns of packaging materials shall be at the Supplier's expense.

4.2 The Supplier shall deliver the Goods to the location set out in the Order or such other location as the parties may agree (Delivery Location) at any time after the Supplier notifies the Customer that the Goods are ready.

4.3 Delivery of the Goods is completed on the completion of unloading of the Goods at the Delivery Location.

4.4 Any dates quoted for delivery of the Goods are approximate only, and the time of delivery is not of the essence. The Supplier shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event or the Customer's failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.

4.5 If the Supplier fails to deliver the Goods, its liability shall be limited to the costs and expenses incurred by the Customer in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods. The Supplier shall have no liability for any failure to deliver the Goods to the extent that such failure is caused by a Force Majeure Event or the Customer's failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.

4.6 If the Customer fails to accept delivery of the Goods within three Business Days of the Supplier notifying the Customer that the Goods are ready for delivery, then except where such failure or delay is caused by a Force Majeure Event or by the Supplier's failure to comply with its obligations under the Contract in respect of the Goods:

• 4.6.1 delivery of the Goods shall be deemed to have been completed at 9.00 am on the third Business Day following the day on which the Supplier notified the Customer that the Goods were ready; and
• 4.6.2 the Supplier shall store the Goods until actual delivery takes place, and charge the Customer for all related costs and expenses (including insurance).

4.7 If ten Business Days after the day on which the Supplier notified the Customer that the Goods were ready for delivery the Customer has not accepted actual delivery of them, the Supplier may resell or otherwise dispose of part or all of the Goods and, after deducting reasonable storage and selling costs, charge the Customer for any shortfall below the price of the Goods.

4.8 The Supplier may deliver the Goods by instalments, which shall be invoiced and paid for separately. Each instalment shall constitute a separate contract. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.

5. Quality of Goods

5.1 The Supplier warrants that on delivery, the Goods shall:

• 5.1.1 conform in all material respects with the Goods Specification;
• 5.1.2 be free from material defects in design, material and workmanship.

5.2 Subject to clause 6.3, if:

• 5.2.1 the Customer gives notice in writing to the Supplier within a reasonable time of discovery that some or all of the Goods do not comply with the warranty set out in clause 6.1;
• 5.2.2 the Supplier is given a reasonable opportunity of examining such Goods; and
• 5.2.3 the Customer (if asked to do so by the Supplier) returns such Goods to the Supplier's place of business at the Supplier's cost,

the Supplier shall, at its option and to the extent that it agrees that such Goods do not comply with the warranty set out in clause 6.1, repair or replace the defective Goods, or refund the price of the defective Goods in full.

5.3 The Supplier shall not be liable for the Goods' failure to comply with the warranty set out in clause 6.1 if:

• 5.3.1 the Customer makes any further use of such Goods after giving a notice in accordance with clause 6.2;
• 5.3.2 the defect arises because the Customer failed to follow the Supplier's oral or written instructions as to the storage, commissioning, installation, use or maintenance of the Goods or (if there are none) good trade practice regarding the same;
• 5.3.3 the defect arises as a result of the Supplier following any drawing, design or specification supplied by or on behalf of the Customer;
• 5.3.4 the Customer alters or repairs such Goods without the written consent of the Supplier;
• 5.3.5 the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or
• 5.3.6 the Goods differ from the Goods Specification as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.

5.4 Except as provided in this clause 6, the Supplier shall have no liability to the Customer in respect of the Goods' failure to comply with the warranty set out in clause 6.1.

5.5 The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.

5.6 These Conditions shall apply to any repaired or replacement Goods supplied by the Supplier.

6. Title and Risk

6.1 The risk in the Goods shall pass to the Customer on completion of delivery.

6.2 Title to the Goods shall not pass to the Customer and shall remain at all times with the Supplier or the Funder (as applicable).

6.3 The Customer shall:

• 6.3.1 not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
• 6.3.2 maintain the Goods in satisfactory condition and keep them insured against all risks for their full price on the Supplier's behalf from the date of delivery;
• 6.3.3 notify the Supplier immediately if it becomes subject to any of the events listed in clause 14.1.1 to clause 1.1.1; and
• 6.3.4 give the Supplier such information as the Supplier may reasonably require from time to time relating to: (a) the Goods; and (b) the Customer's ongoing financial position.

6.4 In the event of a breach of the Contract by the Customer or upon termination or expiration of the Contract, the Supplier may require the Customer to deliver up all Goods in its possession and control and if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Goods are stored, to recover them. The Customer shall procure entry to any such third party's premises if requested to do so by the Supplier.

7. Supply of Services

7.1 The Supplier shall supply the Services to the Customer in accordance with the Service Specification in all material respects.

7.2 The Supplier shall use all reasonable endeavours to meet any performance dates for the Services specified in the Network Service Agreement, the Maintenance Agreement and/or the Network Services Line Rental Agreement (as applicable), but any such dates shall be estimates only and time shall not be of the essence for the performance of the Services.

7.3 The Supplier reserves the right to amend the Service Specification if necessary to comply with any applicable law or regulatory requirement, or if the amendment will not materially affect the nature or quality of the Services, and the Supplier shall notify the Customer in any such event.

7.4 The Supplier warrants to the Customer that the Services will be provided using reasonable care and skill.

8. Customer's Obligations

8.1 The Customer shall:

• 8.1.1 ensure that the terms of the Order are complete and accurate;
• 8.1.2 co-operate with the Supplier in all matters relating to the Services;
• 8.1.3 provide the Supplier, its employees, agents, consultants and subcontractors, with access to the Customer's premises, office accommodation and other facilities as reasonably required by the Supplier to provide the Services;
• 8.1.4 provide the Supplier with such information and materials as the Supplier may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects;
• 8.1.5 prepare the Customer's premises for the supply of the Services;
• 8.1.6 permit or procure permission for the Supplier to freely and safely access its premises and service connection points;
• 8.1.7 ensure that only attachments approved for connection under the Telecommunications Act 1984 are connected with the Service;
• 8.1.8 use the Service in accordance with such instructions/conditions as may be notified in writing by the Supplier from time to time;
• 8.1.9 not use the Service in a manner which constitutes a violation or infringement of the rights of any other party and in this respect the Customer shall, without limitation, (i) secure implementation and management of their systems including any hardware not provided by the Supplier such as Firewalls or PBX; (ii) maintain security and confidentiality of authentication details for online service portals and other services; (iii) mitigate exposure to any suspected or known security breach by resetting passwords, requesting that accounts are disabled and reporting the incident to the Supplier; and (iv) report the incidents to the police;
• 8.1.10 in the event the Contract includes broadband services, obtain and install at its own cost such equipment as the Supplier advises is required for the provision of the broadband;
• 8.1.11 be solely liable for any costs arising as a result of Toll Fraud;
• 8.1.12 obtain and at all times maintain all necessary licences, permissions and consents that may be required for the Services before the date on which the Services are to start;
• 8.1.13 comply with all applicable laws, including health and safety laws; and
• 8.1.14 keep all materials, equipment and tools, documents, data and other property of the Supplier (Supplier Materials) at the Customer's premises in safe custody at its own risk, maintain the Supplier Materials in good condition until returned to the Supplier, and not dispose of or use the Supplier Materials other than in accordance with the Supplier's written instructions or authorisation.

8.2 The Customer acknowledges that the Service known as 'fraud monitor' is not a fraud prevention system and does not prevent unauthorised access to the Equipment. It is the sole responsibility of the Customer to setup and maintain their own security independently of the Supplier and therefore the Supplier accepts no liability whatsoever for any costs incurred as a result of a breach of security. The Supplier reserves the right to invoice the Customer for any fraudulent activity made.

8.3 The Customer shall indemnify and keep indemnified the Supplier completely and in full against all costs and losses (including loss of liabilities, damages, claims, charges, damage to property, call costs charged by BT or others and expenses) incurred by the Supplier as a result of or in connection with:

• 8.3.1 any breach of the Customer's obligations under the Contract;
• 8.3.2 the death of any of the Supplier's employees caused by the negligence or wilful misconduct of the Customer;
• 8.3.3 Toll Fraud or other fraudulent activity; and
• 8.3.4 investigations into Toll Fraud or other fraudulent activity.

8.4 The Customer shall reimburse the Supplier on written demand for any such costs and losses sustained by the Supplier pursuant to this condition 8. The Supplier recommends the Customer obtains professional security advice with regard to PBX, trunking or other equipment or resource.

8.5 If the Supplier'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 (Customer Default):

• 8.5.1 without limiting or affecting any other right or remedy available to it, the Supplier may suspend performance of the Services until the Customer remedies the Customer Default, and rely on the Customer Default to relieve it from the performance of any of its obligations in each case to the extent the Customer Default prevents or delays the Supplier's performance of any of its obligations;
• 8.5.2 the Supplier shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from the Supplier's failure or delay to perform any of its obligations as set out in this clause 9.2; and
• 8.5.3 the Customer shall reimburse the Supplier on written demand for any costs or losses sustained or incurred by the Supplier arising directly or indirectly from the Customer Default.

9. Charges and Payment

9.1 The price for the Goods is the price set out in the Order Form.

9.2 The charges for the Services shall be as set out in the Order Form (and the Maintenance Agreement if applicable).

9.3 Some call tariffs may be subject to a connection or minimum call – as set out in the Order Form.

9.4 The Supplier reserves the right to:

• 9.4.1 increase the charges for the Services stated in the Network Service Agreement, the Maintenance Agreement and/or the Network Services Line Rental Agreement (as applicable), from time to time by giving not less than three months written notice to the Customer;
• 9.4.2 increase the charges for the Services on an annual basis with effect from each anniversary of the Commencement Date in line with the percentage increase in the Consumer Prices Index in the preceding 12-month period and the first such increase shall take effect on the first anniversary of the Commencement Date and shall be based on the latest available figure for the percentage increase in the Consumer Prices Index;
• 9.4.3 increase the price of the Goods, by giving notice to the Customer at any time before delivery, to reflect any increase in the cost of the Goods to the Supplier that is due to: (a) any factor beyond the control of the Supplier (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs); (b) any request by the Customer to change the delivery date(s), quantities or types of Goods ordered, or the Goods Specification; or (c) any delay caused by any instructions of the Customer in respect of the Goods or failure of the Customer to give the Supplier adequate or accurate information or instructions in respect of the Goods.

9.5 The Supplier reserves the right to change any term of the Contract (including the charges) at any time. This includes the ability to separately charge for Services which may be initially included in the Service as free. The Supplier will give the Customer reasonable notice of any variation to the Contract.

9.6 In respect of the Goods, the Supplier shall invoice the Customer on or at any time after completion of delivery. In respect of Services, the Supplier shall collect the charges via Direct Debit on the 15th of every month of the Term.

9.7 The Customer shall pay each invoice submitted by the Supplier:

• 9.7.1 within 30 days of the date of the invoice or in accordance with any credit terms agreed by the Supplier and confirmed in writing to the Customer; and
• 9.7.2 in full and in cleared funds to a bank account nominated in writing by the Supplier,

and time for payment shall be of the essence of the Contract.

9.8 All amounts payable by the Customer under the Contract are exclusive of amounts in respect of value added tax chargeable from time to time (VAT). Where any taxable supply for VAT purposes is made under the Contract by the Supplier to the Customer, the Customer shall, on receipt of a valid VAT invoice from the Supplier, pay to the Supplier such additional amounts in respect of VAT as are chargeable on the supply of the Goods or Services or both, as applicable, at the same time as payment is due for the supply of the Goods or Services.

9.9 If the Customer fails to make a payment due to the Supplier under the Contract by the due date, then, without limiting the Supplier's remedies under clause 14, the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause will accrue each day at 4% a year above the Bank of England's base rate from time to time, but at 4% a year for any period when that base rate is below 0%.

9.10 The Supplier reserves the right to charge an administration fee and reserves the right to withhold any Services, if the Customer has cancelled its Direct Debit instruction or has insufficient funds in its bank account on the Direct Debit due date, without informing the Supplier in advance.

9.11 All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

9.12 The Customer agrees that any dispute relating to an invoice (including the calculation of any amounts payable) must be notified to the Supplier within six months of the date of the invoice and the Customer shall not be entitled to any credit or refund relating to disputes raised after the expiry of this.

9.13 In the case of termination charges incurred to settle a Customer's existing contract with an outgoing Supplier, Your Communications will cover the amount agreed as per the terms of the contract. Your Communications will ensure payment is made within 90 days of the porting date and initiation of services.

10. Intellectual Property Rights

10.1 All Intellectual Property Rights in or arising out of or in connection with the Services (other than Intellectual Property Rights in any materials provided by the Customer) shall be owned by the Supplier.

10.2 The Supplier grants to the Customer, or shall procure the direct grant to the Customer of, a fully paid-up, worldwide, non-exclusive, royalty-free licence during the term of the Contract to copy the Deliverables (excluding materials provided by the Customer) for the purpose of receiving and using the Services and the Deliverables in its business.

10.3 The Customer shall not sub-license, assign or otherwise transfer the rights granted by clause 11.2.

10.4 The Customer grants the Supplier a fully paid-up, non-exclusive, royalty-free non-transferable licence to copy and modify any materials provided by the Customer to the Supplier for the term of the Contract for the purpose of providing the Services to the Customer.

11. Data Protection

11.1 The following definitions apply in this clause:

• 11.1.1 Agreed Purposes: sharing of information in relation to: customers, activity in North American market, sales successes, shows attended, competitors' activity, potential additional product requirements.
• 11.1.2 Controller, processor, data subject, personal data, personal data breach, processing and appropriate technical and organisation measures: as set out in the Data Protection Legislation.
• 11.1.3 Data Protection Legislation: all applicable data protection and privacy legislation in force from time to time in the UK including the UK GDPR; the Data Protection Act 2018 (DPA 2018) (and regulations made thereunder); the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of personal data (including the privacy of electronic communications).
• 11.1.4 Permitted Recipients: the parties to this Agreement, the employees of each party, any third parties engaged to perform obligations in connection with this Agreement.
• 11.1.5 Shared Personal Data: the personal data to be shared between the parties under this Agreement.
• 11.1.6 UK GDPR: has the meaning given to it in section 3(10) (as supplemented by section 205(4)) of the DPA 2018.

11.2 This clause sets out the framework for the sharing of personal data between the parties as controllers. Each party acknowledges that one party (the Data Discloser) will regularly disclose to the other party Shared Personal Data collected by the Data Discloser for the Agreed Purposes.

11.3 Each party shall comply with all the obligations imposed on a controller under the Data Protection Legislation.

11.4 Each party shall:

• 11.4.1 ensure that it has all necessary notices and consents and lawful bases in place to enable lawful transfer of the Shared Personal Data to the Permitted Recipients for the Agreed Purposes;
• 11.4.2 give full information to any data subject whose personal data may be processed under this Agreement of the nature of such processing. This includes giving notice that, on the termination or expiry of this Agreement, personal data relating to them may be retained by or, as the case may be, transferred to one or more of the Permitted Recipients, their successors and assignees;
• 11.4.3 process the Shared Personal Data only for the Agreed Purposes;
• 11.4.4 not disclose or allow access to the Shared Personal Data to anyone other than the Permitted Recipients;
• 11.4.5 ensure that all Permitted Recipients are subject to written contractual obligations concerning the Shared Personal Data (including obligations of confidentiality) which are no less demanding than those imposed by this Agreement;
• 11.4.6 ensure that it has in place appropriate technical and organisational measures, reviewed and approved by the other party, to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data;
• 11.4.7 not transfer any personal data received from the Data Discloser outside the UK unless the transferor ensures that: (a) the transfer is to a country approved under the applicable Data Protection Legislation as providing adequate protection; or (b) there are appropriate safeguards or binding corporate rules in place pursuant to the applicable Data Protection Legislation; or (c) the transferor otherwise complies with its obligations under the applicable Data Protection Legislation by providing an adequate level of protection to any personal data that is transferred; or (d) one of the derogations for specific situations in the applicable Data Protection Legislation applies to the transfer.

11.5 Each party shall assist the other in complying with all applicable requirements of the Data Protection Legislation. In particular, each party shall:

• 11.5.1 consult with the other party about any notices given to data subjects in relation to the Shared Personal Data;
• 11.5.2 promptly inform the other party about the receipt of any data subject rights request;
• 11.5.3 provide the other party with reasonable assistance in complying with any data subject rights request;
• 11.5.4 not disclose, release, amend, delete or block any Shared Personal Data in response to a data subject rights request without first consulting the other party wherever possible;
• 11.5.5 assist the other party, at the cost of the other party, in responding to any request from a data subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, personal data breach notifications, data protection impact assessments and consultations with the Information Commissioner or other regulators;
• 11.5.6 notify the other party without undue delay on becoming aware of any breach of the Data Protection Legislation;
• 11.5.7 at the written direction of the Data Discloser, delete or return Shared Personal Data and copies thereof to the Data Discloser on termination or expiry of this Agreement unless required by law to store the Shared Personal Data;
• 11.5.8 use compatible technology for the processing of Shared Personal Data to ensure that there is no lack of accuracy resulting from personal data transfers;
• 11.5.9 maintain complete and accurate records and information to demonstrate its compliance with this clause and allow for audits by the other party or the other party's designated auditor; and
• 11.5.10 provide the other party with contact details of at least one employee as point of contact and responsible manager for all issues arising out of the Data Protection Legislation, including the joint training of relevant staff, the procedures to be followed in the event of a data security breach, and the regular review of the parties' compliance with the Data Protection Legislation.

11.6 Each party shall indemnify the other against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by the indemnified party arising out of or in connection with the breach of the Data Protection Legislation by the indemnifying party, its employees or agents, provided that the indemnified party gives to the indemnifier prompt notice of such claim, full information about the circumstances giving rise to it, reasonable assistance in dealing with the claim and sole authority to manage, defend and/or settle it. The liability of the indemnifying party under this clause shall be subject to the limits set out in clause 12.

12. Limitation of Liability

12.1 The limits and exclusions in this clause reflect the insurance cover the Supplier has been able to arrange. The Customer is responsible for making its own arrangements for the insurance of any excess liability.

12.2 References to liability in this clause include every kind of liability arising under or in connection with the Contract including liability in contract, tort (including negligence) or otherwise.

12.3 Nothing in the Contract limits any liability for:

• 12.3.1 death or personal injury caused by negligence;
• 12.3.2 fraud or fraudulent misrepresentation;
• 12.3.3 breach of the terms implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession);
• 12.3.4 defective products under the Consumer Protection Act 1987;
• 12.3.5 any liability that legally cannot be limited; or
• 12.3.6 the Customer's payment obligations under the Contract.

12.4 Subject to clause 12.3, the Supplier's total liability to the Customer shall not exceed the amount equal to the aggregate price paid by the Customer to the Supplier in the three month period immediately preceding the matter giving rise to the liability.

12.5 Subject to clause 12.3, the following types of loss are wholly excluded:

• 12.5.1 loss of profits (including loss of anticipated savings);
• 12.5.2 loss of sales or business;
• 12.5.3 loss of agreements or contracts;
• 12.5.4 loss of use or corruption of software, data or information;
• 12.5.5 loss of or damage to goodwill; and
• 12.5.6 indirect or consequential loss.

12.6 The Supplier shall have no liability for any breach of the Customer's security.

12.7 The Supplier shall have no liability whatsoever if any sum owing by the Customer to the Supplier is due and outstanding for more than 30 days. In this instance, in addition to its other rights under these Conditions, the Supplier reserves the right to suspend the Services until all outstanding sums are paid by the Customer to the Supplier.

12.8 The Supplier has given commitments as to compliance of the Goods and Services with relevant specifications in clause 6 and clause 8. In view of these commitments, the terms implied by sections 13 to 15 of the Sale of Goods Act 1979 and sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.

12.9 The Supplier's employees or agents are not authorised to make any representations concerning the Service unless confirmed by the Supplier in writing.

12.10 This clause 12 shall survive termination of the Contract.

13. Termination

13.1 Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if:

• 13.1.1 the other party takes or has taken against it (other than in relation to a solvent restructuring) any step or action towards its entering bankruptcy, administration, provisional liquidation or any composition or arrangement with its creditors, applying to court for or obtaining a moratorium under Part A1 of the Insolvency Act 1986, being wound up (whether voluntarily or by order of the court), being struck off the register of companies, having a receiver appointed to any of its assets or its entering a procedure in any jurisdiction with a similar effect to a procedure listed in this clause; or
• 13.1.2 the other party suspends or ceases, or threatens to suspend or cease carrying on business.

13.2 Without affecting any other right or remedy available to it, the Supplier may terminate the Contract with immediate effect by giving written notice to the Customer if:

• 13.2.1 the Customer fails to pay any amount due under the Contract on the due date for payment;
• 13.2.2 the Customer at any time does not have the necessary valid licence or Consents to run its telecommunications system;
• 13.2.3 the Customer's financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of the Contract is in jeopardy; or
• 13.2.4 the Customer commits a material breach of any term of the Contract and (if such breach is remediable) fails to remedy that breach within a period of 14 days after being notified in writing to do so.

13.3 Without affecting any other right or remedy available to it, the Supplier may suspend the supply of Services or all further deliveries of Goods under the Contract or any other contract between the Customer and the Supplier if the Customer fails to pay any amount due under the Contract on the due date for payment, the Customer becomes subject to any of the events listed in clause 14.1.1 or 14.1.2, or the Supplier reasonably believes that the Customer is about to become subject to any of them.

13.4 Without affecting any other right or remedy available to it, the Supplier may terminate the Contract for convenience without liability at any time by giving 30 days written notice to the Customer.

13.5 The Customer may terminate the Contract by giving 90 days written notice to the Supplier prior to the expiry of the Minimum Term, subject to payment by the Customer of an early termination fee equal to the average of the price paid by the Customer to the Supplier in the three months immediately preceding the notice of termination multiplied by the number of months remaining within the Minimum Term at termination. If less than three months has elapsed prior to the date of the notice of termination an average of the price paid by the Customer from the Commencement Date to the date of the termination notice shall be used multiplied by the number of months remaining within the Minimum Term (Early Termination Fee).

13.6 In the event the Contract is terminated prior to the expiry of the Minimum Term due to any act or omission of the Customer, the Customer shall on demand, in addition to its payment obligations under condition 13.5, reimburse to the Supplier the Previously Paid Termination Charges.

14. Consequences of Termination

14.1 On termination or expiry of the Contract, the Customer shall:

• 14.1.1 immediately pay to the Supplier all of the Supplier's outstanding unpaid invoices and interest and, in respect of Goods and Services supplied but for which no invoice has been submitted, the Supplier shall submit an invoice, which shall be payable by the Customer immediately on receipt; and
• 14.1.2 return all of the Supplier Materials and any Deliverables or Goods which have not been fully paid for. If the Customer fails to do so, then the Supplier may enter the Customer's premises and take possession of them. Until they have been returned, the Customer shall be solely responsible for their safe keeping and shall not use them for any purpose not connected with the Contract.

14.2 Termination or expiry of the Contract shall not affect the parties' rights and remedies, that have accrued as at termination or expiry, 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.

14.3 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Contract shall remain in full force and effect.

14.4 In the event the Supplier terminates the Contract in accordance with condition 13.5 prior to the expiry of the Minimum Term, the Customer shall be liable to pay an Early Termination Fee calculated in accordance with the provisions of condition 13.5.

15. Confidentiality

15.1 Each party undertakes that it shall not at any time during the Contract and for a period of five years after termination or expiry of the Contract, disclose to any person any confidential information concerning the business, assets, affairs, customers, clients or suppliers of the other party or of any member of the group of companies to which the other party belongs, except as permitted by clause 15.2.

15.2 Each party may disclose the other party's confidential information:

• 15.2.1 to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of exercising the party's rights or carrying out its obligations under or in connection with the Contract. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party's confidential information comply with this clause 15; and
• 15.2.2 as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

15.3 No party may use any other party's confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with the Contract.

16. Force Majeure

Neither party shall be liable for any delay or failure in the performance of its obligations for so long as and to the extent that such delay or failure results from a Force Majeure Event (including but not limited to, default of any supplier of services to the Supplier). If the period of delay or non-performance continues for 60 days, the party not affected may terminate the Contract by giving not less than 10 days' written notice to the affected party.

17. General

17.1 Assignment and other dealings

• 17.1.1 The Supplier may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract, provided that it gives prior written notice of such dealing to the Customer.
• 17.1.2 Your Communications therefore reserves the right to sell and transfer a Customer contract to another Supplier during any point of the contract term. In the event of this occurrence, Your Communications will ensure full transparency and assistance is provided to the Customer during the process.
• 17.1.3 The Customer shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract.

17.2 Notices

• 17.2.1 Any notice given to a party under or in connection with the Contract shall be in writing and shall be: (a) delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or (b) sent by email to the email address as set out in the Order (or an address substituted in writing by the party to be served).
• 17.2.2 Any notice shall be deemed to have been received: (a) if delivered by hand, at the time the notice is left at the proper address; (b) 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; or (c) if sent by email, at the time of transmission, or, if this time falls outside Business Hours in the place of receipt, when Business Hours resume.
• 17.2.3 This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
• 17.2.4 Any notice of termination of the Contract served by the Customer must be marked for the attention of the Managing Director of the Supplier and sent by recorded delivery.

17.3 Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Contract. If any provision or part provision of the Contract is deemed deleted under this clause the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the commercial result of the original provision.

17.4 Waiver. A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A delay or failure to exercise, or the single or partial exercise of, any right or remedy does not waive that or any other right or remedy, nor does it prevent or restrict the further exercise of that or any other right or remedy.

17.5 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, constitute either party the agent of the other, or authorise either party to make or enter into any commitments for or on behalf of the other party.

17.6 Entire agreement. The Contract constitutes the entire agreement between the parties. Each party acknowledges that in entering into the Contract it does not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it has no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.

17.7 Third party rights. Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract. The rights of the parties to rescind or vary the Contract are not subject to the consent of any other person.

17.8 Dispute. If any dispute arises in connection with the Contract, then the parties will attempt to settle it. If the parties are unable to reach an agreement, then either party may refer the dispute to any recognised dispute resolution service. Details of these and how to refer a dispute are set out within the Supplier's Website.

17.9 Variation. Except as set out in these Conditions, no variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

17.10 Governing law. The Contract and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.

17.11 Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.