Master Services Agreement

MASTER SERVICES AGREEMENT TERMS & CONDITIONS

CONDITIONS

1. Definitions

The following terms used in these terms and conditions have the meanings given below:

“Acts” means the Wireless Telegraphy Act 2006, the Communications Act 2003 and any amendments or re-enactments to the same that may be made from time to time;

“Additional Order” means an additional order for Services under a Product Agreement;

“SS-ICT” means Single Source ICT Ltd;

“Credit Limit” means any financial limit applied to unpaid charges under the MSA and/or a Product Agreement as notified by SS-ICT to the Customer from time to time;

“Customer” means the company, partnership, organisation or individual stated on the order form (and for the purposes of clause 3 includes a

“Small Customer”, which is any business that employs no more than ten people);

“Equipment” means any equipment which is supplied by or on behalf of SS-ICT to the Customer or placed at the Customer’s premises for the purpose of providing any of the Services;

“Indemnify SS-ICT against” means indemnify and keep SS-ICT indemnified against all liabilities, claims, actions, proceedings, losses, damages and/or expenses which are brought against and/or incurred by SS-ICT as a result (whether directly or indirectly) of any acts or omissions (whether by the Customer or otherwise) under any of clauses 4.2, 5.6 and 5.7;;

“MSA” means the Master Services Agreement (this document) between SS-ICT and the Customer on these terms and conditions, including the order form;

“Product Agreement” means an agreement between SS-ICT and the Customer for specific products or services that incorporates these terms and conditions in whole or in part. In the event of a conflict, the following (decreasing) order of precedence applies in a Product Agreement: pricing schedule, order form, continuation sheets, Additional Order, terms and conditions (including the terms and conditions of the MSA);

“Services” means the provision of telecommunications services and/or products as detailed in a Product Agreement. Terms in the singular include the plural and vice versa. Headings are for convenience only and do not affect interpretation.

2. The Services

2.1 Subject to these terms and conditions, SS-ICT will take all reasonable steps to provide, operate and maintain the Services, and to restore the Services in the event of failure.

2.2 The Customer warrants that it has the right to enter into the MSA and each Product Agreement and that in doing so it does not breach any other agreement to which it is a party.

3. Duration

3.1 The MSA begins from the date of acceptance by SS-ICT and continues unless and until each Product Agreement is terminated in accordance with its terms (whereupon the MSA will lapse) or the MSA is terminated by SS-ICT under clause 11.

3.2 SS-ICT reserves the right to cancel this agreement before it has begun to provide any of the Services.

3.3 For the avoidance of doubt, the minimum duration (see clause 3.4) of the Customer’s liability for all service or rental charges is calculated from the date of installation or commencement of the service (which may be later than the date on which this MSA is signed).

3.4 The minimum duration (except where otherwise stipulated in specific product terms under the relevant Product Agreement) is 24 months from the signing date of the MSA or the date on which the services commence (whichever is the later) except where the Customer is a Small Customer, in which case the minimum duration is 24 months.

3.5 Subject to clause 3.6, this agreement will automatically renew at the end of the minimum duration (whether 24 months or otherwise) unless written notice is provided to SS-ICT on or before 90 days prior to the end of the minimum duration.

3.6 Where this agreement is with a Small Customer, it will not renew at the end of the minimum duration except with the customer’s express consent given after the customer has been enabled to make an informed choice in the matter.

3.7 Cancellation of a payment schedule will not constitute cancellation or notice to cease any services

4. Use of the Services

4.1 The Customer agrees and undertakes:

4.1.1 to use the Services in accordance with the relevant provisions of the Acts, all other relevant laws and regulations from time to time, the terms of any licence between SS-ICT and its suppliers, any direction of the Director General of Telecommunications or other competent authority, and any licence granted there under which governs the running of a telecommunications system by SS-ICT, its suppliers or its sub-contractors;

4.1.2 to use the Services in accordance with these terms and conditions and the relevant Product Agreement, and such other conditions or instructions as may be notified to it in writing by SS-ICT from time to time;

4.1.3 not to cause any attachments other than those approved for connection under the Acts to be connected to the Services;

4.1.4 not to use the Services as a means of communication for a purpose other than that for which the Services are provided and as may be set out from time to time in SS-ICT’s Service literature. SS-ICT will provide the Customer with as much notice as reasonably practicable should there be any change to SS-ICT’s Service literature and SS-ICT will not make any such change as would materially affect the parties’ obligations;

4.1.5 not to use the Services for receipt or transmission of any material or message which is intended to be a hoax call to emergency services or is of a defamatory, offensive, abusive, indecent, obscene, or menacing character, or which causes annoyance, inconvenience, or needless anxiety;

4.1.6 not to use the Services in a manner which constitutes a violation or infringement of the rights of any third party, or which is a breach of any statutory obligation or duty in contract, tort, or otherwise;

4.1.7 not to make or attempt to make fraudulent, illegal, unlawful, improper, or immoral use of the Services, nor to use or attempt to use the Services with intent to avoid the payment, in whole or in part, of any charges;

4.1.8 to maintain its telecommunications apparatus at all times during the term of the MSA in good working order and in compliance with the relevant standards or approvals for the time being designated under the Acts;

4.1.9 to provide SS-ICT with all such information as it reasonably requests relating to the Customer’s telecommunications apparatus;

4.1.10 to immediately notify SS-ICT of any fault with the Services upon becoming aware of it;

4.1.11 to keep secure any Customer password provided by SS-ICT. The Customer acknowledges that any instruction given to SS-ICT by a person possessing this password will be deemed to have been made by the Customer;

4.1.12 to implement adequate security measures to prevent unauthorised access to the Services, the Equipment, and the Customer’s equipment and premises; and

4.1.13 that it has no rights in any intellectual property rights in the Services, or arising in the Services as a result of their use, and to assign (and hereby does assign) any such rights to SS-ICT.

4.2 The Customer shall Indemnify SS-ICT against any fraud, negligence, or default by the Customer, or any breach of the MSA or a Product Agreement, or any improper or unauthorised use of the Services.

5. Equipment and repairs

5.1 The Equipment will at all times remain the property of SS-ICT. The Customer will not let, sell, charge, assign, sub-license, or allow a third party to use the Equipment, and will not prejudice SS-ICT’s rights in the Equipment in any way. SS-ICT may substitute, renew, or add to the Equipment from time to time at its absolute discretion.

5.2 In the event that the Customer returns Equipment to SS-ICT under the MSA or a Product Agreement, the Customer must obtain valid evidence of receipt of the Equipment by SS-ICT. In the absence of such evidence, the Customer accepts that it will remain liable for the Equipment.

5.3 Equipment must be surrendered in re-saleable condition, subject to reasonable wear and tear, together with all manuals and packaging, upon termination of the relevant Product Agreement. Where the Customer fails to surrender the Equipment, the Customer grants SS-ICT and its agents an irrevocable licence at any time to retrieve the Equipment directly from the Customer’s premises. If SS-ICT fails to recover the Equipment it may, at its option, invoice the Customer for a sum equal to the original cost of the Equipment together with any costs reasonably incurred by SS-ICT under this clause 5.3.

5.4 Time will not be of the essence in any delivery, repair, installation, maintenance, or other work carried out by SS-ICT under a Product Agreement or the MSA, and any specified dates are estimates only. SS-ICT accepts no liability for any failure to meet the relevant date.

5.5 Subject to the other terms of this clause 5, SS-ICT (or its authorised representative) will, during SS-ICT’s working hours without charge, take all reasonable steps:

5.5.1 where necessary, to install the Equipment at the Customer’s premises; and

5.5.2 to carry out all repairs to the Equipment that are caused by reasonable wear and tear.

5.6 SS-ICT will not be liable for any faults caused by, or repairs required as a result of, installation or programming carried out by any other person (including without limitation the Customer) and the Customer shall Indemnify SS-ICT against the same.

5.7 The Customer will be responsible for the Equipment while it is in the Customer’s custody and will notify SS-ICT immediately of any faults which occur, of any repairs which become necessary, and of any loss or damage to the Equipment. The Customer will insure the Equipment against loss or damage from all risks for an amount equal to the full replacement value of the Equipment, and will Indemnify SS-ICT against any loss or damage to the Equipment.

5.8 The Customer will not repair, alter, modify, or maintain, or make any additions or attachments to or otherwise alter, the Equipment without the prior written consent of SS-ICT, and will ensure that no other person does any of those things without such consent. The Customer will only use the Equipment in conjunction with the relevant Services and will comply with any reasonable instructions given by SS-ICT in relation to its use.

5.9 SS-ICT will not be responsible for faults or necessary repairs arising from the Customer’s breach of the MSA or a Product Agreement, or any circumstance referred to in clause 9.5.

5.10 If under the MSA or a Product Agreement SS-ICT carries out repairs, maintenance, or other work, or requires access to the Customer’s premises or the Services connection points, outside its normal working hours, SS-ICT will be entitled to raise a reasonable charge.

5.11 The Customer will be responsible for obtaining and, where appropriate, paying for all necessary licences, consents, and approvals required by third parties for the installation and use of the Equipment.

5.12 The Customer warrants that any equipment supplied or used by the Customer in conjunction with the Equipment is in good working order and complies with all applicable legislation and standards.

6. Access to premises, information and assistance

6.1 The Customer will permit or obtain permission for SS-ICT (and its authorised representatives) to have reasonable and safe access to the Customer’s premises and the Services connection points. Such access may (on reasonable notice except in the case of emergency) be outside the Customer’s normal working hours.

6.2 The Customer will provide SS-ICT, free of charge, with all information and assistance reasonably required by SS-ICT to perform its obligations under the MSA and each Product Agreement.

6.3 The Customer permits SS-ICT to use information about the use of the Services by the Customer (including but not limited to the origin, destination, duration, route, and time of calls) in order to enable SS-ICT to perform its obligations under the MSA and each Product Agreement, maintain or upgrade the Services, or produce statistics to assist SS-ICT or SS-ICT’s suppliers in their network and business planning. SS-ICT may also share such information with its suppliers for fraud prevention purposes.

7. Additional Orders placed by electronic mail

7.1 The Customer may place an Additional Order via electronic mail to the account specified by SS-ICT from time to time. SS-ICT will notify the Customer, which may be via electronic mail, if it accepts the Additional Order.

7.2 Each accepted Additional Order will be subject to, and form part of, the relevant Product Agreement.

7.3 SS-ICT will have no obligation to confirm whether the electronic mail was validly sent by the Customer if it appears to originate from the Customer’s Internet domain name.

8. Charges and payments

8.1 Subject to the rest of this clause 8, payment for the Services is due within fourteen (14) days of the date of the invoice. All charges must be paid in full without deduction, set-off, or withholding.

8.2 The Customer will be invoiced charges monthly in accordance with the relevant pricing schedule.

8.3 All sums referred to in the Product Agreement are exclusive of Value Added Tax and any taxes of a similar nature that may from time to time be introduced.

8.4 Usage charges payable will be calculated by reference to data recorded or logged by SS-ICT and not by reference to any data recorded or logged by the Customer.

8.5 If SS-ICT continues to provide the Services, at its sole discretion, where a receiver or administrator is appointed over any of the Customer’s assets in accordance with clause 11.1.3, or if the Customer breaches any term of the MSA or a Product Agreement, SS-ICT reserves the right to withdraw any discounts and charge the Customer at SS-ICT’s standard tariff sheet rates (available upon request) and to invoice the Customer for any discount previously applied.

8.6 SS-ICT may ask for a deposit as reasonable security for payment in respect of the Services or additional services, which is to be paid to SS-ICT by the Customer within seven (7) days of SS-ICT’s written request. The Customer may request the return of any deposit at the end of twelve (12) months from the date of payment of the deposit, but the decision to return any money prior to termination of the MSA is at the discretion of SS-ICT.

8.7 SS-ICT reserves the right to set off the deposit against any amount due and owing by the Customer to SS-ICT under the MSA, a Product Agreement, or any other agreement between the parties.

8.8 If the Customer fails to pay any charges (in whole or in part)

within twenty-eight (28) days of the invoice date, SS-ICT reserves the right to charge interest at the rate of five per cent (5%) a year above the Barclays Bank plc base lending rate from time to time calculated from the invoice date until the date on which payment is made, whether before or after judgement.

8.9 SS-ICT reserves the right to reclaim from the Customer all costs and expenses (including legal costs) reasonably incurred in the collection of overdue amounts from the Customer.

8.10 The Customer will not cancel any direct debit arrangement with SS-ICT until all amounts payable under the MSA or a Product Agreement have been paid.

8.11 Without prejudice to any of SS-ICT’s other rights and remedies, SS-ICT will be entitled to deduct from, or set-off against, any debts or other sums owed by SS-ICT to the Customer, or any debts or other sums owed by the Customer to SS-ICT. Without prejudice to the foregoing, such deduction or set-off will be allowable under any other agreements between SS-ICT and the Customer (or any parent, subsidiary, or associated company of the Customer) and will continue to operate despite any receivership or fixed or floating charge. Without prejudice to the foregoing, the Customer will not dispose in any way (whether by assignment, charge, declaration of trust, or in any other manner without limitation) of all or any part of its interest in any debts or other sums owed by SS-ICT without the prior written approval of SS-ICT, and any purported disposal without such consent will be void.

8.12 SS-ICT may arrange for invoices to be issued by a third party on its behalf and these will be binding on the Customer. The Customer will discharge its liability to SS-ICT in respect of such invoices by paying them in full.

 

9. Limitation of liability

9.1 Except as expressly provided in the MSA or a Product Agreement, all warranties, conditions, or other terms (whether expressed or implied by statute or common law or otherwise) as to the quality of the Services or their fitness for any particular purpose are hereby excluded to the fullest extent permitted by law.

9.2 SS-ICT will not be liable for any loss (whether direct or indirect) of profit, revenue, business opportunity, or anticipated savings, nor for loss or destruction of data or files, nor for any indirect or consequential costs, claims, damages, or expenses arising out of any negligent or tortuous act or omission or any breach of contract or statutory duty.

9.3 Nothing in the MSA or a Product Agreement has the effect of excluding or restricting the liability of SS-ICT (and its employees, agents, or sub-contractors) for death or personal injury resulting from its negligence or that of its employees, agents, or sub-contractors, or for fraud.

9.4 SS-ICT will not be liable for any cost arising from fraudulent use of the Services, and the Customer will be liable for any costs relating to any use of the Services (including without limitation telephone calls) either from or within the Customer’s premises or via external means.

9.5 SS-ICT will not be liable for any loss, damage, cost, expense, downtime, or service credit relating to anything that SS-ICT cannot reasonably control, including without limitation

(i) acts of God,

(ii) weather, flood, drought, lightning, or fire,

(iii) failure or shortage of power supplies,

(iv) civil disorder, war, military operation, or national or local emergency,

(v) acts or omissions of government, highway authorities, other public telecommunication operators, or other competent authorities, (vi) acts or omissions of SS-ICT’s suppliers, (vii) network, software, facilities, or other equipment failures, errors, or incompatibilities,

(viii) industrial disputes of any kind,

(ix) denial of service attacks, hacking, spamming, viruses, or other hostile computer programs, or

(x) acts or omissions of any person or body for whom SS-ICT is not responsible (including without limitation the Customer or users of the Services), in all cases whether caused within or outside the United Kingdom.

9.6 Subject to clause 9.3, SS-ICT’s (including its employees, agents, or sub-contractors) total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution, or otherwise, arising in connection with the performance or contemplated performance of a Product Agreement or the MSA will be limited to the higher of either twenty-five thousand pounds (£25,000), or a sum equal to the Customer’s aggregate charges paid to SS-ICT in the preceding twelve month period, in respect of any one incident or series of connected incidents, and five hundred thousand pounds (£500,000) in the aggregate.

9.7 Subject to clause 9.3, any service credit specified in the Product Agreement is the Customer’s sole remedy for and is in full and final settlement of the relevant failure to provide the Service.

10. Suspension of Services

10.1 SS-ICT may, where reasonable, from time to time and without notice suspend the Services and suspend performance of its obligations under the MSA or a Product Agreement or any other agreement between SS-ICT and the Customer (including any parent, subsidiary, or associated company of the Customer) in any of the following circumstances without liability:

10.1.1 if SS-ICT is obliged to comply with an order, instruction or request of government, an emergency services organisation, or other competent administrative authority;

10.1.2 during any technical failure, modification, repair, testing, or maintenance of the telecommunications network or other equipment (including Equipment) by which the Services are provided, or in the case of emergency;

10.1.3 if the operation of the telecommunications network is suspended or if the provision of the Services to SS-ICT is interrupted or suspended for any reason;

10.1.4 if SS-ICT reasonably believes that the Customer (or any parent, subsidiary or associated company of the Customer) will not, or is unable to, make any payment which is due or is to fall due to SS-ICT under the MSA, a Product Agreement, or any other agreement between SS-ICT and the Customer (including any parent, subsidiary, or associated company of the Customer); or

10.1.5 a Credit Limit is exceeded in respect of the relevant Services.

10.2 The Customer will reimburse SS-ICT for all reasonable costs and expenses incurred by the implementation of any suspension of the Services under the MSA or a Product Agreement or by the recommencement of the Services following their suspension, and will remain liable for any applicable charges for the duration of any such suspension.

10.3 SS-ICT will not be liable to the Customer for any charges incurred by the Customer for the use of other telecommunications services whether provided by SS-ICT or any other person during any period of suspension of the Services under the MSA or a Product Agreement.

11. Suspension and termination

11.1 Without prejudice to any other claims or remedies which SS-ICT may have against the Customer, SS-ICT may suspend performance of its obligations under, or terminate, the MSA, a Product Agreement, or any other agreement between SS-ICT and the Customer (including any parent, subsidiary, or associated company of the Customer) by giving notice to the Customer with immediate effect in any of the following circumstances:

11.1.1 if the Customer fails to comply with the terms of the MSA, or of a Product Agreement, or with any reasonable instruction issued by SS-ICT, after being given written notice of its failure to comply (including but not limited to failure to pay any sums due);

11.1.2 if the Customer ceases to carry on business or is or becomes unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986;

11.1.3 if the Customer makes or offers to make any arrangement or composition (including any voluntary arrangement) with any one or more of its creditors, or commits any act or acts of bankruptcy, or if any petition or receiving order in bankruptcy is presented or made against the Customer, or if any resolution or petition to wind up the Customer is issued or passed or presented (other than for reconstruction or amalgamation), orif a receiver is appointed over any of the Customer’s assets;

11.1.4 if sums are overdue to SS-ICT under the MSA, a Product Agreement, or any other agreement between SS-ICT and the Customer (including any parent, subsidiary, or associated company of the Customer);

11.1.5 if there is a change of control or ownership of the Customer;

11.1.6 if the performance of the MSA or a Product Agreement is prevented in circumstances beyond SS-ICT’s reasonable control as detailed in clause 9.5;

11.1.7 if the Customer does or allows to be done anything which in SS-ICT’s opinion will or may have the effect of jeopardising the operation of the Services or the telecommunications network;

11.1.8 if, in the reasonable opinion of SS-ICT, it suspects that the Services are being used for any illegal, improper, immoral, fraudulent, or unlawful purpose, or in a manner prejudicial to the interests of the Customer or SS-ICT, or the Customer acts in a threatening or abusive manner;

11.1.9 if any licence or permission to operate or use the telecommunications network or any part of it is revoked or terminated for any reason;

11.1.10 if the operation of the telecommunications network is terminated or if the provision of the Services to SS-ICT is discontinued for any reason;

11.1.11 if any information supplied to SS-ICT by the Customer is false or misleading; or

11.1.12 if the Customer’s billing falls below ten pounds sterling (£10) per month per account as connected under the MSA or a Product Agreement, or if no traffic is carried for a period of one hundred (100) consecutive days.

11.2 SS-ICT may require an acceptable assurance from the Customer that there will be no further contravention prior to the ending (at SS-ICT’s absolute discretion)of any suspension.

11.3 Despite termination of the MSA or a Product Agreement, the Customer will be liable for any call charges, line rental, and other charges incurred in the event of the Customer’s continued use of the Services after the date of termination.

11.4 Termination of a Product Agreement or the MSA for any reason will be without prejudice to the rights of either party accrued as at the date of termination.

11.5 Upon termination of a Product Agreement in whole or in part, the Customer will pay SS-ICT on demand all sums due to SS-ICT under the Product Agreement.

12. Assignment

12.1 SS-ICT may at any time assign its rights and obligations under the MSA or a Product Agreement to any third party.

12.2 The Customer will not (without the prior written consent of SS-ICT) assign, transfer, or delegate or otherwise deal with all or any of its rights and obligations under the MSA or a Product Agreement.

13. Variation

13.1 SS-ICT may vary all or any of its charges by giving the Customer written notice.

13.2 SS-ICT may vary the conditions of the MSA or a Product Agreement to take account of the requirements of new legislation, statutory instruments, government regulations, licences, or similar matters provided that the Customer is notified of any such variation.

13.3 If SS-ICT provides the Customer with a revised version of SS-ICT’s terms and conditions of the MSA or a Product Agreement, together with a notice stating when such revised terms and conditions will come into force, and the Customer continues to make use of the Services after such date, the Customer will be deemed to have accepted such revised terms with effect from such date and such revised terms and conditions will be deemed to constitute part of the MSA or the Product Agreement (as appropriate) in place of the previous terms and conditions.

13.4 Any other variation to the MSA or a Product Agreement will be in writing and signed by a duly authorised representative of each party.

14. Data protection

14.1 In so far as required, both parties agree that they will comply with all applicable requirements of the Data Protection Legislation. This clause 14.1 is in addition to, and does not relieve, remove or replace, a party’s obligations under the Data Protection Legislation.

14.2 The Company shall hold all Personal Data (as defined in the Data Protection Legislation) made available to it in the course of this agreement securely. The Company will not process, disclose or transfer any Personal Data held in relation to the Customer unless it is necessary to fulfil the obligations under this agreement. The Company will not transfer any Personal Data outside of the European Economic Area unless the Customer’s prior written consent has been obtained and the conditions set out in the Data Protection Legislation have been met.

14.3. The Company will ensure that it has in place appropriate technical and organisational measures to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of or damage to Personal Data appropriate to the harm that might result from the unauthorised processing or accidental loss, destruction or damage and the nature of the data to be protected. The Company will ensure that all staff who have access to and/or process Personal Data are obliged to keep the Personal Data confidential.

15 Internet access and software

15.1 The Services may be used by the Customer to link into web sites, resources, and networks worldwide. SS-ICT neither accepts responsibility for the content, services, or otherwise in respect of such links, nor endorses their content. The Customer agrees to comply with the terms and conditions and acceptable use policies of such web sites, resources, and networks.

15.2 Where Internet access forms part of the Services, the Customer further agrees that:

15.2.1 all the visual, textual, or other information, whether publicly posted or privately transmitted (“Information”), is the sole responsibility of the person from whom such Information originated;

15.2.2 the Customer is entirely responsible for all Information that is uploaded, downloaded, emailed or otherwise transmitted via Internet access;

15.2.3 all dealings with, and interests in, promotions, services, or merchants found by the Customer using the Services, unless otherwise stated, are solely between the Customer and the person with whom the Customer is dealing; and

15.2.4 access to secure financial transactions will be dependent on the type of hardware and the third party supplier of content.

15.3 SS-ICT will not be liable for advice, instructions, or directions which it gives to the Customer where the Services are used to link into web sites, resources, or  networks worldwide. Such advice, instructions, and directions may relate, without limitation, to configuration of the Services on hardware of the Customer.

15.4 Any software provided as part of the Service is the property of the licensor and (if no licence is provided in conjunction with the software) the Customer is granted a non-exclusive, non-transferable licence to use the software solely in conjunction with the relevant product. The Customer will not copy the software, make modifications to, or attempt to reverse engineer or decompile the software, except to the extent permitted by law, and will comply with the relevant licence.

16. Miscellaneous

16.1 Subject to clause 13.3, the Customer agrees that these terms and conditions, and the terms  and conditions of a Product Agreement, govern the MSA and the Product Agreement between SS-ICT and the Customer and supersede and replace any prior terms and conditions, oral or written, and all representations or communications between the parties relating to the subject matter of the MSA and the Product Agreement (except that nothing herein can limit or exclude either party’s liability in fraudulent misrepresentation). The Customer acknowledges that no representation has been made by SS-ICT or on behalf of SS-ICT in relation to the Services which has induced the Customer to enter into the MSA or a Product Agreement.

16.2 In the event of any conflict between these terms and conditions and the terms and conditions of the Product Agreement prior to incorporation of these terms and conditions, the latter shall prevail.

16.3 Any notice given under the MSA or a Product Agreement will be in writing and will be served by delivering it personally or sending it:

(a) by first class post or fax to SS-ICT at Customer Services at SS-ICT’s registered office, or

(b) by first class post, fax, or e-mail to the Customer at any address of the Customer, unless otherwise notified by the relevant party. Any such notice will be deemed to have been received:

(a) if delivered personally, at the time of delivery;

(b) in the case of first class post, 48 hours from the date of posting;

(c) in the case of fax, at the time of transmission and subject to receipt of the appropriate “clear” transmission report;

(d) in the case of e-mail, at the time of transmission. The Customer will immediately notify SS-ICT of any changes (such as a change of address) relevant to the provision of the Services.

16.4 Any concession or waiver allowed by SS-ICT to the Customer will neither prevent SS-ICT from exercising any of its rights nor prejudice SS-ICT’s rights to take any subsequent action.

16.5 If the Customer is entitled to give notice of termination under a Product Agreement, it may do so in writing and by means of registered post to SS-ICT’s commercial trading address.

16.6 If any provision (or part thereof) of the MSA or a Product Agreement is deemed to be invalid for any reason then the remainder shall be read as if the invalid provision (or part thereof) had to that extent been deleted, and the validity of the remaining provisions will not be affected.

16.7 Nothing in the MSA or a Product Agreement creates a partnership or joint venture between the parties, nor does the Customer have any authority to bind or commit SS-ICT or to act as SS-ICT’s agent.     

16.8 Except for SS-ICT’s employees, agents, sub-contractors, or suppliers, nothing in the MSA or a Product Agreement confers any rights or benefits on any third party under the Contracts (Rights of Third Parties) Act 1999 or otherwise.

16.9 Any dispute under or arising out of the MSA or a Product Agreement may be referred to the Ombudsman for Telecommunications, or the recognised arbitration service.

16.10 The MSA and each Product Agreement are governed by English law and both parties agree to submit to the exclusive jurisdiction of the courts of England.

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Schedule 1 Processing, Personal Data and Data Subjects

1. The reason for this policy

1. You have legal rights with regard to the way your personal data is handled.

2. In the course of our business activities we collect, store and process personal data about our customers, suppliers and other third parties and therefore, in order to comply with the law and to maintain confidence in our business, we acknowledge the importance of correct and lawful treatment of this data.

3. All people working in or with our business are obliged to comply with this policy when processing personal data.

2. Introduction

1. This policy and any other documents referred to in it sets out the basis on which we will process any personal data we collect from data subjects, for example, customers and business contacts, or that is provided to us by data subjects or other sources.

2. In this policy when we say “you’ or “your” we are generally referring to the data subjects unless the context requires otherwise.

3. It also sets out our obligations in relation to data protection under the General Data Protection Regulation 2016 (“the GDPR Rules”).

4. This policy sets out rules on data protection and the legal conditions that must be satisfied when we obtain, handle, process, transfer and store personal data.

5. We agree to ensure that all of our directors, employees, consultants and agents comply with this policy.

6. We aim to ensure the correct, lawful, and fair handling of your personal data and to respect your legal rights.

3. The meaning of key Data Protection terms

1. data is information which is stored electronically, on a computer, or in certain paper-based filing systems.

2. data subjects for the purpose of this policy include all living individuals about whom we hold personal data. A data subject need not be a UK national or resident. All data subjects have legal rights in relation to their personal information.

3. personal data means data relating to a living individual who can be identified from that data (or from that data and other information in our possession). Personal data can be factual (for example, a name, address or date of birth) or it can be an opinion about that person, their actions and behaviour.

4. data controllers are the people who or organisations which determine the purposes for which, and the manner in which, any personal data is processed. They are responsible for establishing practices and policies in line with the Act. We are the data controller of all personal data used in our business for our own commercial purposes.

5. processing is any activity that involves use of personal data. It includes obtaining, recording or holding the data, or carrying out any operation or set of operations on the data including organising, amending, retrieving, using, disclosing, erasing or destroying it. Processing also includes transferring personal data to third parties.

4. Summary of the Data Protection Principles

This Policy aims to ensure compliance with the GDPR Rules.  The GDPR Rules sets out the following principles with which any party handling personal data must comply.  All personal data must be:

a) Processed fairly and lawfully – it must be processed fairly and lawfully and it must be processed – in relation to you as the data subject – in a transparent manner

b) Processed for limited purposes and in an appropriate way –  the purposes for which it is collected must be explicit, specified and legitimate

c) Adequate, relevant and not excessive for the purpose

d) Accurate – as well as being accurate it must be kept up to date with inaccurate data deleted

e) Not kept longer than necessary for the purpose

f) Processed in line with data subject’s rights

g) Security – there must appropriate technical or organisational measures to ensure appropriate security

In addition, personal data must not be transferred outside the European Economic Area (the “EEA”) without adequate protection.

Section B:  Data Protection Principles

5. Notifying Data Subjects

1. As part of complying with the principles in para 4 above, if you provide us with personal data we will always try to tell you:

  1. the purpose or purposes for which we intend to process that personal data
  2. the types of third parties, if any, with which we will share or to which we will disclose that personal data
  3. how you can limit our use and disclosure of their personal data
  4. if we receive personal data from other sources.

6. Lawful, Fair, and Transparent Data Processing

The GDPR Rules are not intended to prevent the processing of personal data but to ensure that it is done fairly and without adversely affecting your rights.  The processing of personal data is lawful if one (or more) of the following applies:

a) (consent) the data subject has consented for a specific purpose;

b) (contract) if the data subject requests the processing with a view to entering into a contract or the processing is necessary for the performance of a contract

c) (legal obligation) if the processing is necessary for the compliance with a legal obligation to which the data controller is subject

d) (protection) processing is necessary to protect your vital interests or those of another natural person

e) (public interest) it is in the public interest for a task to be carried out which requires such processing, or the task is to be carried out as a result of the exercise of any official authority held by the data controller;

f) (legitimate interests) for the legitimate interest of the data controller or the party to whom the personal data is disclosed.

7. Processed for limited purposes and in an appropriate way

  1. In the course of our business, we may collect and process the personal data set out above. This may include personal data we receive directly from you (for example, by completing forms or by corresponding with us by mail, phone, email or otherwise) and data we receive from other sources (including, for example, business partners, sub-contractors in technical, payment and delivery services, credit reference agencies and others).

8. We will only process personal data for the specific purposes set out above or for any other purposes specifically permitted by the GDPR Rules. We will notify those purposes to you when we first collect the personal data or as soon as possible thereafter. Adequate, Relevant and not excessive for the purpose

We will only collect and process personal data for the specific purpose(s) set out above.

9. Accuracy of Data and Keeping Data Up To Date

We will keep your personal data accurate and up-to-date.  We will check its accuracy regularly.   When we find inaccurate or out-of-date data we will take reasonable steps to amend or erase that data.

10. Timely Processing

We will only keep your personal data for a period of time which we judge is relevant and necessary taking into account the purpose(s) of collecting the personal data which are specified above.

11. Processing that is secure

In addition to the measures above:

  1. we will make sure that the personal data we collect is securely kept and we stop unauthorised processing and prevent its loss, destruction or damage
  2. we will ensure that only people who are authorised to use personal data can access it and that we have entry controls to our premises and systems, lockable desks and cupboards for confidential personal data and destruction of hard copy documents and digital storage devices
  3. all authorised persons must ensure that individual monitors do not show confidential information to passers-by and that they log off from their PC when it is left unattended.

12. Section C: Data Subject Rights

13. You, as a data subject, have the right to information about:

a) who we are

b) the purpose(s) of collecting your personal data and the legal basis for collecting it and what our legitimate interest is for processing your personal data

c) the categories of personal data collected and where is to be transferred, especially if outside the EEA

d) the length of time we hold personal data (or, where there is no predetermined period, details of how that length of time will be determined)

e) your rights as a data subject including your right to withdraw your consent to processing, the right to complain to the Information Commissioner and also things such as details of any legal requirement for processing personal data that may exist and any automated decision-making that we carry out.

We will try to provide this information when we collect the personal data or, if we collect the personal data from another party, when we communicate with you after the personal data is received.

14. Data Subject Access

  1. You may request access to any data held about you by us (a subject access request (“SAR”)
  2. We reserve the right to charge reasonable fees for onerous or repetitive requests.
  3. Data subjects must make a formal request for information we hold about them. This must be made in writing.
  4. When receiving telephone enquiries, we will only disclose personal data we hold on our systems if the following conditions are met:

          a) we will check the caller’s identity to make sure that information is only given to a person who is entitled to it.

          b) we will suggest that the caller put their request in writing if we are not sure about the caller’s identity and where their identity cannot be checked.

15. Accuracy of personal data  right to rectification

We will do our best to ensure that all personal data held about you is accurate and complete. We ask that you notify us of any changes to information held about you.

You have the right to request that any incomplete or inaccurate information held about you is rectified and to lodge a complaint with us and the Information Commissioner’s Office.

We will respond to requests to rectify within one month.

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