Terms and Conditions of Supply

These General Terms of Supply, together with:

• our Product/Service Specific Terms,
• Privacy Statement,
• Terms of Website Use, and
• Website Acceptable Use Policy,
  (together “Terms”)

tell you, the Customer, information about us, 24 Seven Cloud Communications Limited, and the legal terms and conditions on which we sell the Goods and Services listed on the 24 Seven Cloud Website, as well as the basis on which you are entitled to interact with the 24 Seven Cloud Website.

These Terms will apply to any Contract between us for the sale of Goods and Services where you act as a business. Please read them carefully and make sure that you understand them, before ordering any Products from the 24 Seven Cloud Website.

Please note that before placing an order you will be asked to agree to these Terms. If you do not agree to them you will not be able to place an Order.

You should print a copy of these Terms or save them to your computer for future reference.

We amend these Terms from time to time. Every time you wish to order Products, please check the Terms to ensure you understand the Terms which will apply at that time. These Terms were most recently updated on 19th April 2018.

These Terms, and any Contract between us, are only in the English language.

The Customer’s attention is particularly drawn to the provisions of clause 13 (Limitation of liability).

1. Interpretation
The following definitions and rules of interpretation apply to the Contract.

2. Definitions:
24 Seven Cloud: 24 Seven Cloud Communications Limited a company registered in England and Wales with company number 4468566, whose registered office is at Novis and Co, Chartered Accountants, 1 Victoria Court Bank Square, Morley, Leeds, West Yorkshire, LS27 9SE and whose main trading address is Telecoms House, 4 Sheepscar Court, Leeds, LS7 2BB (registered VAT number GB 797 1451 92).

24 Seven Cloud Website: www.24sevencloud.co.uk
Act: the Communications Act 2003 to include any subordinate legislation made pursuant to such Act.

AIT: means the artificial inflation of traffic as defined and scoped in Annex E of the Standard Interconnect Agreement (SIA), and as applied by Paragraph 14A of the main body of the SIA or any situation where the volume or duration of voice calls, SMS and/or data services, is purposefully generated and/or prolonged by any entity (including a natural person) operating, hosting or otherwise connected with that telecommunication service and which results in the artificial inflation of usage volumes and/or durations which are disproportionate to the overall amount, duration and/or extent of usage which would be expected from:

• a good faith usage of that telecommunication service; or,
• an acceptable and reasonable commercial practice relating to the operation of telecommunications systems.

BDA: Business Development Agreement.

Business Day: a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
Charge: the charge made by 24 Seven Cloud for providing the relevant Goods or Services to the Customer.
Commencement Date: has the meaning given in clause 2.2.
Conditions: these terms and conditions as amended from time to time in accordance with clause 17.9.
Confidential Information: all information (including all oral and visual information, and all information recorded in writing or electronically, or in any other medium or by any other method) disclosed to, or obtained by one party from, the other party or a third party acting on that other party’s behalf.
Contract: the contract between 24 Seven Cloud and the Customer for the supply of Goods and/or Services in accordance with these Conditions, the relevant Product/Service Specific Terms and (where applicable) any BDA.
Control: has the meaning given in section 1124 of the Corporation Tax Act 2010, and the expression change of control shall be construed accordingly.
Core Subscription Price: the amount or amounts which the Customer agrees and is bound to pay each month (or other recurring period) for Services 24 Seven Cloud are bound to provide and being a Non-Subscription Price.
Customer: the person or firm who purchases the Goods and/or Services from 24 Seven Cloud.
Data Protection Legislation: up to but excluding 25 May 2018, the Data Protection Act 1998 and thereafter (i) unless and until the GDPR is no longer directly applicable in the UK, the GDPR and any national implementing laws, regulations and secondary legislation, as amended or updated from time to time, in the UK and then (ii) any successor legislation to the GDPR or the Data Protection Act 1998.
Delivery Location: has the meaning given in clause 4.2.
Domain: any domain owned or controlled by the Customer in connection with the Services including sub-levels of that domain.
Fair Usage Policy: a term used to protect the mobile originating network against unfair usage.
Fees: as per “Charge” above.
First & Second-line Diagnostics: defines that the customer should ensure that the equipment is fully functional prior to raising a support services query.
Force Majeure Event: has the meaning given to it in clause 16.
Fraudulent Act: any act or omission whether by the Customer or a third party (known or unknown) which constitutes a commercial fraud and/or involves dishonest or criminal conduct.
GDPR: General Data Protection Regulation ((EU) 2016/679).
General Condition 9: General Condition 9 of the General Conditions of Entitlement as published by Ofcom.
General Condition 17: General Condition 17 (“Allocation, Adoption and Use of Telephone Numbers”) set by the Director General of Telecommunications by way of a publication of a notification pursuant to section 48(1) of the Act on 22 July 2003 and contained in the Schedule to that notification as modified by Ofcom from time to time.
Goods: the goods (or any part of them) set out in the Order.
Goods Specification: the description or specification for the Goods as set out on the 24 Seven Cloud Website on the date and time of the Customer submitting the Customer’s Order.
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.
Interest: 5% per annum above the HSBC Bank base rate from time to time.
Material Breach: means a breach (including an anticipatory breach) that is serious in the widest sense of having a serious effect on the benefit which the Party would otherwise derive from a substantial portion of the Contract; or any act or omission by either Party which the other Party in good faith has reasonable cause for believing is or is likely to be substantially damaging to it.

Material Detriment: a modification that is of, or is likely to be of, material detriment to the Customer for the purposes of General Condition 9.6 but excluding where applicable increases to a Non-Subscription Price or those increases that are limited to 24 Seven Cloud passing on to the Customer an amount equal to any increase in VAT or any other directly and specifically applicable taxation charge or regulatory levy, imposed by changes in mandatory provisions laid down by Government or regulatory authorities, payment of which is compulsory.

Minimum Period: means in respect to all phone numbers (including Digital Faxing) and unless otherwise agreed in writing, twelve (12) months from and including the Service Start Date as may be further extended in accordance with the terms of this Agreement or by agreement between the parties.

Network: 24 Seven Cloud’s electronic communications network used for the routing and termination of fixed line, mobile and voice over internet protocol telephone calls.

Non-Subscription Price: the Charge applicable to Services that fall outside of the relevant inclusive package or Core Subscription Price, and which are billed incrementally when such Services are used by the Customer.

Order: the Customer’s order for the supply of Goods and/or Services.
Product: Goods or Services as advertised on the most updated version of the 24 Seven Cloud Website
Product/Service Specific Terms: the terms that are specific to the supply of a particular Good or Service.
Regulatory Body: Ofcom and all other applicable regulatory authorities.
Services: means the services provided to the Customer and described in more detail in the Product/Service Specific Terms, Service Specification, or (where applicable) the BDA, or those services ordered from time to time by the Customer.
Service Confirmation: the confirmation from 24 Seven Cloud that it has accepted the Customer’s order and specifying the Service Start Date for the relevant Service(s).
Service Specification: the description or specification for the Services as set out on the 24 Seven Cloud Website on the date and at the time of the Customer submitting the Customer’s Order.
Service Start Date: the date of the Service Confirmation, or if later, the date specified in the Service Confirmation as the Service Start Date.

SIM Card: Subscriber Identity Module, a smart card that stores data and enables authorisation onto mobile telephony networks.

Supplier: 24 Seven Cloud Communications Limited registered in England and Wales with company number 4468566.
Supplier Materials: has the meaning given in clause 8.1 (h).
Third Party Network Operator: any operator of an electronic communications network other than that owned, run, leased or managed by 24 Seven Cloud.
VAT: value added tax chargeable under English law for the time being and any similar additional tax.
WLR3 Documents: the WLR3 service including Service Level Agreement and related conditions: http://www.openreach.co.uk/orpg/home/products/wlr3/contracts/contracts.do

1.2 Interpretation:
(a) A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
(b) A reference to a party includes its [personal representatives,] successors and permitted assigns.
(c) A reference to a statute or statutory provision is a reference to it as amended or re-enacted. A reference to a statute or statutory provision includes all subordinate legislation made under that statute or statutory provision.
(d) Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
(e) A reference to writing or written includes fax and email.
(f) In the event of a conflict between these Terms and any Product Specific Terms, the latter are to prevail.

1.3 Conflicts
In the event of a conflict between these General Terms of Supply, any Product / Service Specific Terms and a BDA, the order of priority shall be firstly the BDA, then the Product/Specific Terms and lastly the General Terms of Supply.

2. How the Contract is formed between 24 Seven Cloud and a Customer
2.1 The Order constitutes an offer by the Customer to purchase Goods and/or Services in accordance with these Conditions, the relevant Product/Service Specific Terms and (where applicable) any BDA.
2.2 The Order shall only be deemed to be accepted when 24 Seven Cloud issues written acceptance of the Order at which point and on which date the Contract shall come into existence (Commencement Date).
2.3 Any samples, drawings, descriptive matter or advertising issued by 24 Seven Cloud and any descriptions of the Goods or illustrations or descriptions of the Services contained in 24 Seven Cloud’s catalogues or brochures or appearing on the 24 Seven Cloud Website are issued or published for the sole purpose of giving an approximate idea of the Services and/or Goods described in them. They shall not form part of the Contract or 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 which are implied by trade, custom, practice or course of dealing.
2.5 Any quotation given by 24 Seven Cloud shall not constitute an offer and is only valid for a period of 20 Business Days from its date of issue.
2.6 All of these Conditions shall apply to the supply of both Goods and Services except where application to one or the other is specified.

3. Goods
3.1 The Goods are described in the Goods Specification.
3.2 24 Seven Cloud reserves the right to amend the Goods Specification if required by any applicable statutory or regulatory requirement, and 24 Seven Cloud shall notify the Customer in any such event.

4. Delivery of Goods
4.1 24 Seven Cloud shall ensure that each delivery of the Goods is accompanied by a delivery note which shows the date of the Order and, if the Order is being delivered by instalments, the outstanding balance of Goods remaining to be delivered.
4.2 24 Seven Cloud 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 24 Seven Cloud notifies the Customer that the Goods are ready.
4.3 Any dates quoted for delivery of the Goods are approximate only, and the time of delivery is not of the essence. 24 Seven Cloud 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 24 Seven Cloud with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
4.4 If 24 Seven Cloud 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. 24 Seven Cloud 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 24 Seven Cloud with adequate delivery instructions for the Goods or any relevant instruction related to the supply of the Goods.
4.5 If the Customer fails to take delivery of the Goods within three Business Days of 24 Seven Cloud notifying the Customer that the Goods are ready, then except where such failure or delay is caused by a Force Majeure Event or by 24 Seven Cloud’s failure to comply with its obligations under the Contract in respect of the Goods:
(a) 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 24 Seven Cloud notified the Customer that the Goods were ready; and
(b) 24 Seven Cloud shall store the Goods until delivery takes place and charge the Customer for all related costs and expenses (including insurance).
4.6 If ten Business Days after 24 Seven Cloud notified the Customer that the Goods were ready for delivery the Customer has not taken delivery of them, 24 Seven Cloud may resell or otherwise dispose of part or all of the Goods.
4.7 24 Seven Cloud 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.
4.8 24 Seven Cloud does not deliver to addresses outside the UK.

5. Quality of Goods
5.1 24 Seven Cloud warrants that on delivery and for a period of 12 months from the date of delivery (warranty period),] the Goods shall:
(a) conform in all material respects with their description and any applicable Goods Specification;
(b) be free from material defects in design, material and workmanship.
5.2 Subject to clause 5.3, 24 Seven Cloud shall, at its option, repair or replace the defective Goods, or refund the price of the defective Goods in full if:
(a) the Customer gives notice in writing during the warranty period within a reasonable time of discovery that some or all of the Goods do not comply with the warranty set out in clause 5.1;
(b) 24 Seven Cloud is given a reasonable opportunity of examining such Goods; and
(c) the Customer (if asked to do so by 24 Seven Cloud) returns such Goods to 24 Seven Cloud’s place of business at the Customer’s cost.
5.3 24 Seven Cloud shall not be liable for the Goods’ failure to comply with the warranty in clause 5.1 if:
(a) the Customer makes any further use of such Goods after giving a notice in accordance with clause 5.2;
(b) the defect arises because the Customer failed to follow 24 Seven Cloud’s oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Goods or (if there are none) good trade practice;
(c) the defect arises as a result of 24 Seven Cloud following any drawing, design or Goods Specification supplied by the Customer;
(d) the Customer alters or repairs such Goods without the written consent of 24 Seven Cloud;
(e) the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal working conditions; or
(f) the Goods differ from their description as a result of changes made to ensure they comply with applicable statutory or regulatory standards.
5.4 Except as provided in this clause 5, 24 Seven Cloud shall have no liability to the Customer in respect of the Goods’ failure to comply with the warranty set out in clause 5.1.
5.5 The terms of these Conditions shall apply to any repaired or replacement Goods supplied by 24 Seven Cloud.

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 until the earlier of:
(a) 24 Seven Cloud receives payment in full (in cash or cleared funds) for the Goods and any other goods that 24 Seven Cloud has supplied to the Customer in which case title to the Goods shall pass at the time of payment of all such sums.
6.3 Until title to the Goods has passed to the Customer, the Customer shall:
(a) store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as 24 Seven Cloud’s property;
(b) not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
(c) maintain the Goods in satisfactory condition and keep them insured against all risks for their full price on 24 Seven Cloud’s behalf from the date of delivery;
(d) notify 24 Seven Cloud immediately if it becomes subject to any of the events listed in clause 14.2 (b) to clause 14.2 (d); and
(e) give 24 Seven Cloud such information relating to the Goods as 24 Seven Cloud may require from time to time.
6.4 If before title to the Goods passes to the Customer the Customer becomes subject to any of the events listed in clause 14.2 (b) to clause 14.2 (d), then, without limiting any other right or remedy 24 Seven Cloud may have:
(a) the Customer’s right to resell Goods or use them in the ordinary course of its business ceases immediately; and
(b) 24 Seven Cloud may at any time:
(i) require the Customer to deliver up all Goods in its possession which have not been resold, or irrevocably incorporated into another product; and
(ii) if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Goods are stored in order to recover them.

7. Supply of Services
7.1 24 Seven Cloud shall supply the Services to the Customer in accordance with the Service Specification in all material respects.
7.2 24 Seven Cloud shall use all reasonable endeavours to meet any performance dates for the Services specified agreed in writing with the Customer but any such dates shall be estimates only and time shall not be of the essence for the performance of the Services.
7.3 24 Seven Cloud 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 24 Seven Cloud shall notify the Customer in any such event.
7.4 24 Seven Cloud warrants to the Customer that the Services will be provided using reasonable care and skill.

8. Customer’s obligations
8.1 The Customer shall:
(a) ensure that the terms of the Order are complete and accurate;
(b) co-operate with 24 Seven Cloud in all matters relating to the Services;
(c) provide 24 Seven Cloud, its employees, agents, consultants and subcontractors, with access to the Customer’s premises, office accommodation and other facilities as reasonably required by 24 Seven Cloud to provide the Services;
(d) provide 24 Seven Cloud with such information and materials as 24 Seven Cloud may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects;
(e) prepare the Customer’s premises for the supply of the Services;
(f) obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start;
(g) comply with all applicable laws, including health and safety laws;
(h) keep all materials, equipment, documents and other property of 24 Seven Cloud (Supplier Materials) at the Customer’s premises in safe custody at its own risk, maintain 24 Seven Cloud Materials in good condition until returned to 24 Seven Cloud, and not dispose of or use 24 Seven Cloud Materials other than in accordance with 24 Seven Cloud’s written instructions or authorisation; and
(i) comply with any additional obligations as set out in the Service Specification or, as applicable, Goods Specification.
8.2 If 24 Seven Cloud’s performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (Customer Default):
(a) without limiting or affecting any other right or remedy available to it, 24 Seven Cloud shall have the right to suspend performance of the Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations in each case to the extent the Customer Default prevents or delays 24 Seven Cloud’s performance of any of its obligations;
(b) 24 Seven Cloud shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from 24 Seven Cloud’s failure or delay to perform any of its obligations as set out in this clause 8.2; and
(c) the Customer shall reimburse 24 Seven Cloud on written demand for any costs or losses sustained or incurred by 24 Seven Cloud arising directly or indirectly from the Customer Default.

9. Charges and payment
9.1 The price for Goods:
(a) shall be the price set out in the Order or, if no price is quoted, the price set out in 24 Seven Cloud’s published price list as at the date of delivery; and
(b) shall be exclusive of all costs and charges of packaging, insurance, transport of the Goods.
9.2 The charges for Services shall be as described on the 24 Seven Cloud Website on the date and at the time the Order is accepted by 24 Seven Cloud.
9.3 24 Seven Cloud reserves the right to:
(a) 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 24 Seven Cloud that is due to:
(i) any factor beyond the control of 24 Seven Cloud (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);
(ii) any request by the Customer to change the delivery date(s), quantities or types of Goods ordered, or the Goods Specification; or
(iii) any delay caused by any instructions of the Customer in respect of the Goods or failure of the Customer to give 24 Seven Cloud adequate or accurate information or instructions in respect of the Goods.
9.4 In respect of Goods, 24 Seven Cloud shall unless otherwise agreed, invoice the Customer on or at any time after completion of delivery. In respect of Services, 24 Seven Cloud shall invoice the Customer in the manner agreed in writing with the Customer.
9.5 The Customer shall pay each invoice submitted by 24 Seven Cloud:
(a) within 30 days of the date of the invoice or in accordance with any terms agreed by 24 Seven Cloud and confirmed in writing to the Customer; and
(b) in full and in cleared funds to a bank account nominated in writing by 24 Seven Cloud, and
time for payment shall be of the essence of the Contract.
9.6 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 24 Seven Cloud to the Customer, the Customer shall, on receipt of a valid VAT invoice from 24 Seven Cloud, pay to 24 Seven Cloud such additional amounts in respect of VAT as are chargeable on the supply of the Services or Goods at the same time as payment is due for the supply of the Services or Goods.
9.7 If the Customer fails to make a payment due to 24 Seven Cloud under the Contract by the due date, then, without limiting 24 Seven Cloud’s remedies under clause 14 (Termination), 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 9.7 will accrue each day at 5% a year above the Bank of England’s base rate from time to time, but at 5% a year for any period when that base rate is below 0%.
9.8 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).

10. Intellectual property rights
10.1 All Intellectual Property Rights in or arising out of or in connection with the Services shall be owned by 24 Seven Cloud.

11. Data protection and data processing
11.1 Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 11 is in addition to, and does not relieve, remove or replace, a party’s obligations under the Data Protection Legislation.]
11.2 The parties acknowledge that for the purposes of the Data Protection Legislation, the Customer is the data controller and 24 Seven Cloud is the data processor (where Data Controller and Data Processor have the meanings as defined in the Data Protection Legislation).
11.3 Without prejudice to the generality of clause 11.1, the Customer will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the Personal Data (as defined in the Data Protection Legislation) to 24 Seven Cloud for the duration and purposes of the Contract.
11.4 Without prejudice to the generality of clause 11.1, 24 Seven Cloud shall, in relation to any Personal Data processed in connection with the performance by 24 Seven Cloud of its obligations under the Contract:
(a) process that Personal Data only on the written instructions of the Customer unless 24 Seven Cloud is required by the laws of any member of the European Union or by the laws of the European Union applicable to 24 Seven Cloud to process Personal Data (Applicable Data Processing Laws). Where 24 Seven Cloud is relying on laws of a member of the European Union or European Union law as the basis for processing Personal Data, 24 Seven Cloud shall promptly notify the Customer of this before performing the processing required by the Applicable Data Processing Laws unless those Applicable Data Processing Laws prohibit 24 Seven Cloud from so notifying the Customer;
(b) ensure that it has in place appropriate technical and organisational measures, reviewed and approved by the Customer, 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 or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting Personal Data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to Personal Data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it);
(c) ensure that all personnel who have access to and/or process Personal Data are obliged to keep the Personal Data confidential; and
(d) not transfer any Personal Data outside of the European Economic Area unless the prior written consent of the Customer has been obtained and the following conditions are fulfilled:
(i) the Customer or 24 Seven Cloud has provided appropriate safeguards in relation to the transfer;
(ii) the Data Subject (as defined in the Data Protection Legislation) has enforceable rights and effective legal remedies;
(iii) 24 Seven Cloud complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any Personal Data that is transferred; and
(iv) 24 Seven Cloud complies with reasonable instructions notified to it in advance by the Customer with respect to the processing of the Personal Data;
(e) assist the Customer, at the Customer’s cost, 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, breach notifications, impact assessments and consultations with supervisory authorities or regulators;]
(f) notify the Customer without undue delay on becoming aware of a Personal Data breach;
(g) at the written direction of the Customer, delete or return Personal Data and copies thereof to the Customer on termination of the agreement unless required by Applicable Data Processing Law to store the Personal Data; and]
(h) maintain complete and accurate records and information to demonstrate its compliance with this clause 11.
11.5 The Customer consents to 24 Seven Cloud appointing a third party as a third-party processor of Personal Data under the Contract. 24 Seven Cloud confirms that in the event that it does appoint a third-party processor it will enter with the third-party processor into a written agreement incorporating terms which are substantially similar to those set out in this clause 11. As between the Customer and 24 Seven Cloud, 24 Seven Cloud shall remain fully liable for all acts or omissions of any third-party processor appointed by it pursuant to this clause 11.

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 of the Contract, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by clause 12.2.
12.2 Each party may disclose the other party’s confidential information:
(a) to its employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of carrying out the party’s obligations under the Contract. Each party shall ensure that its employees, officers, representatives, subcontractors or advisers to whom it discloses the other party’s confidential information comply with this clause 12; and
(b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
12.3 Neither party shall use the other party’s confidential information for any purpose other than to perform its obligations under the Contract.

13. Limitation of liability: THE CUSTOMER’S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE.
13.1 Nothing in the Contract limits any liability which cannot legally be limited, including liability for:
(a) death or personal injury caused by negligence;
(b) fraud or fraudulent misrepresentation; and
(c) 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).
13.2 Subject to clause 13.1, 24 Seven Cloud’s total liability to the Customer shall not exceed £1,000. 24 Seven Cloud’s total liability includes liability in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Contract.
13.3 This clause 13 shall survive termination of the Contract.

14. Termination
14.1 Contracts are subject to an Initial Term, and Services shall continue from the date of the commencement of the supply of services until the expiry of the Initial Term, subject to clause 14.5.
14.2 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:
(a) the other party commits a material breach of its obligations under the Contract and (if such breach is remediable) fails to remedy that breach within 30 days after receipt of notice in writing to do so;
(b) the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
(c) the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or
(d) the other party’s financial position deteriorates to such an extent that in the terminating party’s opinion the other party’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.
14.3 Without affecting any other right or remedy available to it, 24 Seven Cloud may terminate the Contract with immediate effect by giving written notice to the Customer if:
(a) the Customer fails to pay any amount due under the Contract on the due date for payment; or
(b) there is a change of control of the Customer.
14.4 Without affecting any other right or remedy available to it, 24 Seven Cloud may suspend the supply of Services or all further deliveries of Goods under the Contract or any other contract between the Customer and 24 Seven Cloud 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 14.2(b) to clause 14.2(d), or 24 Seven Cloud reasonably believes that the Customer is about to become subject to any of them.
14.5 Subject to clause 14.6, the Contract shall automatically extend for 2 years (Extended Term) at the end of the Initial Term and at the end of each Extended Term. The Customer may give notice in writing to the other party no later than 90 days before the end of the Initial Term or the relevant Extended Term to terminate the Contract at the end of the Initial Term or the relevant Extended Term, as the case may be. For agreements signed before 1/1/2022 this clause replaces any Initial Term which may have included a shorter rolling agreement after the expiry of the first part of the Initial Term.
14.6 Where the Customer is a Small Business Customer, the Customer may terminate the Contract by giving not less than 90 days’ notice in writing to 24 Seven Cloud Communications Ltd, such notice to expire no earlier than the end of the Initial Term.

15. Consequences of termination
15.1 On termination of the Contract:
(a) the Customer shall immediately pay to 24 Seven Cloud all of 24 Seven Cloud’s outstanding unpaid invoices and interest and, in respect of Services and Goods supplied but for which no invoice has been submitted, 24 Seven Cloud shall submit an invoice, which shall be payable by the Customer immediately on receipt;
(b) the Customer shall return all of 24 Seven Cloud Materials and any Deliverables or Goods which have not been fully paid for. If the Customer fails to do so, then 24 Seven Cloud 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 will not use them for any purpose not connected with this Contract.
15.2 Termination of the Contract shall not affect any rights, remedies, obligations and liabilities of the parties that have accrued up to the date of 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.
15.3 Any provision of the Contract that expressly or by implication is intended to have effect after termination or expiry shall continue in full force and effect.

16. Force majeure
Neither party shall be in breach of the Contract nor liable for delay in performing or failure to perform, any of its obligations under the Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control.

17. General
17.1 Assignment and other dealings
(a) 24 Seven Cloud 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.
(b) 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 without the prior written consent of 24 Seven Cloud.
17.2 Complaints
24 Seven Cloud complies with procedures that conform to the Ofcom Code of Practice for Complaints Handling and complies with the Ombudsman Services scheme in this regard – https://www.ombudsman-services.org/ – see our Complaints Policy for further details.
17.3 Notices.
(a) Any notice or other communication given to a party under or in connection with this agreement shall be in writing and shall be:
(i) 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
(ii) sent by fax to its main fax number or sent by email to the customer service address specified on the 24 Seven Cloud Website.
(b) Any notice or communication shall be deemed to have been received:
(i) if delivered by hand, on signature of a delivery; and
(ii) if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting or at the time recorded by the delivery service; and
(iii) if sent by fax or email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this clause 17.3(b)(iii), business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.
(c) 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.
17.4 Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.
17.5 Waiver. A waiver of any right or remedy under the Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy.
17.6 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.
17.7 Entire agreement
(a) The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
(b) Each party acknowledges that in entering into the Contract it does not rely on, and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misrepresentation based on any statement in the Contract.
(c) Nothing in this clause shall limit or exclude any liability for fraud.
17.8 Third parties rights.
(a) 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.
(b) The rights of the parties to rescind or vary the Contract are not subject to the consent of any other person.
17.9 Variation. Except as set out in these Conditions, no variation of the Contract shall be effective unless it is agreed in writing.
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.

 

Product/Service Specific Terms

Chapter 1 PRIORITY AND DEFINED TERMS

1.1. The following Terms are to be construed having regard to the General Terms of Supply and (where applicable) provisions of the relevant BDA.

1.2. In construing these Terms reference should be made to the interpretation and definition provisions set out in the General Terms of Supply.

1.3. Descriptions of each of the Products and Services may be found on the 24 Seven Cloud Website.

1.4. For all Services, paragraph 8 of these Product/Service Specific Terms will apply.

1.5. In construing these Product/Specific Terms regard should be had to clause 1.3 of the General Terms of Supply (“Conflicts”).

Chapter 2 PRODUCTS

Jump® Sim

2.1 24 Seven Cloud will provide Customer with SIM Cards in order for Customer or Customer’s customers to utilise the following services:

2.1.1. Make and receive voice calls. The Customer will be charged for outbound calls based on the destination number dialed and according to the BDA issued to and signed by the Customer.

2.1.2. Send and receive text messages. The Customer will be charged for mobile originated and mobile terminated text messages on a per message basis as set out in the BDA.

2.1.3. Initiate and operate data sessions. The Customer will be charged for data usage on a per Kilobyte basis and also in minimum increments according to the BDA issued to the Customer.

2.1.4. To perform other operations as agreed between the Parties from time to time a software application may be provided on the SIM Card that allows users of the SIM Card access to different mobile networks. The Fees for the Services may differ depending on the mobile network being used and are detailed in the BDA issued to and signed by the Customer.

2.1.5. The SIM cards shall at all times remain the property of 24 Seven Cloud and shall be returned to 24 Seven Cloud on termination of the Contract at the Customer’s cost and risk. On termination of the Contract the Customer will return all SIM cards provided by 24 Seven Cloud to the Customer in an undamaged condition. 24 Seven Cloud shall be entitled to charge the Customer £20 for each SIM card that is not returned to 24 Seven Cloud in an undamaged condition on the termination of the Contract.

Wholesale Line Rental Services:

24 Seven Cloud shall, unless agreed otherwise with the Customer, use all reasonable endeavours to provide the Services to the Customer from the Service Start Date provided always that 24 Seven Cloud shall be entitled, from time to time, to vary the Services on giving the Customer not less than one months prior written notice to the Customer. In the event that such variation represents a Material Detriment, the Customer shall be entitled at any time within one month of the date on which the Customer receives notice of the proposed variation, to withdraw from the Contract, without penalty, by giving written notice to that effect to 24 Seven Cloud.

2.1.5.1. 24 Seven Cloud will use all reasonable endeavours to afford the Customer a level of Service provision which is compatible with the standards set out in the WLR3 Documents which are available upon request.

2.1.5.2. 24 Seven Cloud may on notice to the Customer immediately suspend or terminate provision of any Service in the event that it has reason to believe the Customer has been the victim of a Fraudulent Act provided always that the continued provision by 24 Seven Cloud of a Service notwithstanding the existence of a Fraudulent Act shall not be regarded as a waiver of any right or entitlement which 24 Seven Cloud may have under the Contract including without limitation its right to receive payment of all sums due to it under the terms of the Contract.

2.2. Subject always to the provisions of the Contract, 24 Seven Cloud shall make the Services available to Customer from the Service Start Date.

2.3. Subject to paragraphs 6.2, 6.3, and 6.4 and the provisions of the BDA, the Minimum Period of the Contract shall be 12 months from and including the Service Start Date.

2.4. On expiry of the Minimum Period, the Contract shall, subject to paragraphs 6.2, 6.3 and 6.4, continue in force for a further period of 12 months…

2.5. In consideration of 24 Seven Cloud making the Services available to Customer for the purposes of enabling Customer to use the Services or provide services to its customers Customer hereby undertakes to pay the Fees to 24 Seven Cloud in accordance with the terms hereof and as specified in the BDA .

Chapter 3 CUSTOMER OBLIGATIONS

3.1. Customer may represent to third parties that it has a commercial relationship with 24 Seven Cloud provided that Customer undertakes at all times that in any written or verbal communication:

3.1.1. it will not represent itself as 24 Seven Cloud or an agent of 24 Seven Cloud at any time; and,

3.1.2. it will comply with the obligations of confidentiality that it owes to 24 Seven Cloud including, but not limited to, such obligations provided in Clause 19 of the General Terms of Supply.

3.2. Customer warrants that it will only use the Services to support Customer’s services and, in any event, only in accordance with the Contract.

3.3. In the event that any activity relating to the Contract creates a position where 24 Seven Cloud’s contracts or services with third parties (including Partner Networks) are, in 24 Seven Cloud’s reasonable opinion, in danger of suspension as a direct result of Customer activity or user activity then Customer will at 24 Seven Cloud’s instruction, suspend such parts of Customer’s Services as are directly related to the activity causing the problem. In addition, 24 Seven Cloud shall have the right to immediately suspend such parts of the Services directly related to the activity causing the problem, in the event that a suspension timescale with Customer cannot be agreed. In this event, 24 Seven Cloud will re-commence the provision of any suspended Services to Customer only when in 24 Seven Cloud’s reasonable opinion the situation has been rectified.

3.4. The Customer shall have the following obligations with regard to AIT:

3.4.1. shall not knowingly engage in, assist or allow others to engage in AIT;

3.4.2. shall use reasonable endeavours, including the use of reasonably appropriate measures, to detect, identify, notify and prevent AIT.

3.5. In addition to those obligations provided in the Contract, Customer is responsible for the contents exchanged during the use of the Service by its users, even if it has been transmitted through the parties’ respective networks.

3.6. The Services are not to be used to send, upload, download or otherwise facilitate any material which is offensive, indecent, defamatory, of a menacing nature, a nuisance, a breach of privacy, an infringement of copyright or any other intellectual property right or otherwise unlawful.

3.7. The customer shall comply with the relevant Fair Usage policy relevant to the Services provided. 24 Seven Cloud reserve the right to manage customer’s use of 24 Seven Cloud’s network to protect it for the use of all 24 Seven Cloud’s customers.

3.8. The customer must not operate whether directly or indirectly or through a 3rd party any device to route or re-route voice, data or other services on, from or to the network including but not limited to:

3.8.1. a GSM Gateway

3.8.2. a device used to forward or divert calls with the intention of reducing your charges for that call; or

3.8.3. Illegal repeaters (unlicensed device to boost coverage) without our express permission.

3.9 Mobile Services:

3.9.1. The customer instructs 24 Seven Cloud to disconnect/port/migrate/upgrade existing mobile numbers from existing service provider and/or network and to transfer them to the new system as detailed on the sales order, in addition to adding any new connections/numbers if required.

3.9.2. The customer understands that if they cancel the Contract they will be liable to pay 24 Seven Cloud a cancellation fee of £150 for each new mobile phone number and any phone number which was intended to be transferred in accordance with the terms of the Contract.

3.9.3. The customer understands that if they cancel the Contract with 24 Seven Cloud, or move their numbers to any other supplier, or Mobile Solutions Provider, at any time during the term of the Contract they shall be liable to reimburse 24 Seven Cloud, in full, for any cash back, rebate or equipment received at RRP in addition to paying a termination charge of £20 per number.

3.9.4. The customer understands that all supplied equipment remains the property of 24 Seven Cloud until the end of the Contract. All costs exclude VAT. Replacement SIM Cards will be charged at £5.00 + VAT. Carriage for initial order with be charged at FOC and additional orders will be charged at £6.00 up to 1Kg, £8.00 up to 5Kg.

Chapter 4 24 SEVEN CLOUD OBLIGATIONS

4.1. Where practicable, 24 Seven Cloud will notify Customer in advance of any proposed changes to its network infrastructure which may affect the Services.

Chapter 5 FEE CALCULATION, PURCHASING AND PAYMENT TERMS

5.1. Fee calculations and payment terms will apply to the Services. This should be read in conjunction with paragraph 7 below.

5.2. The Customer shall have the following obligations with regard to AIT:

5.2.1. Shall not knowingly engage in, assist or allow others to engage in AIT.

5.3. Invoicing Customer for any Fees under this Agreement

5.3.1. Subject to paragraph 5.6.3 and paragraph 5.6.4 and unless otherwise agreed in writing, 24 Seven Cloud will at the beginning of each month invoice Customer for the Fees related to the previous month’s usage of the Services and rental for the following month. The invoices will be due and payable in cleared funds by the due date specified on the invoice which is no sooner than seven days from date of invoice.

5.3.2. Any usage fees relating to a previous period that have not been invoiced may be raised in subsequent periods up to a maximum period of three calendar months following the calendar month in which the charges were incurred. This also applies to charges received subsequent to the Contract termination.

5.3.3. A monthly SIM service charge applies for each active SIM Card as stated in the BDA and/or the Contract (an active SIM is defined as one that has made or received a call/SMS/data event during the relevant month).

5.3.4. O2 Business Connections Only – 24 Seven Cloud will change the price of mobile tariffs in April of each year in line with the previous February RPI Increases.

5.3.5. In the event that the Customer has agreed with 24 Seven Cloud that the Customer will be supplied with a specific number of SIM Cards in each month of the Contract and through no fault on the part of 24 Seven Cloud the Customer fails to take the number of SIM Cards agreed to be taken in any month of the Contract the Customer shall nevertheless remain liable to pay 24 Seven Cloud on demand the Fees that have been agreed with 24 Seven Cloud on the assumption (if not a fact) that the Customer has taken the full number of SIM Cards agreed to be provided by 24 Seven Cloud to the Customer in each month of the Contract.

5.3.6. For the avoidance of doubt the fact that the Customer fails to take the number of SIM Cards it has agreed to take from 24 Seven Cloud in respect of any period of the Contract will not release the Customer from its’ obligation to pay the full amount of the Fees agreed to be paid by the Customer to 24 Seven Cloud for the SIM Cards that it has previously ordered and agreed to take from 24 Seven Cloud.

5.4. Delivery of Invoices

5.4.1. Invoices will be delivered by e-mail to the specified Customer addresses first mentioned on the Contract and will be deemed delivered.

5.5. Payments by Customer

5.5.1. All payments made by Customer to 24 Seven Cloud in relation to the Contract shall be made by Direct Debit or as Customer has provided herein. Payments not made by Direct Debit will incur a surcharge of £2.50 plus VAT per each payment.

5.5.2. All purchases of equipment are subject to cash on delivery unless otherwise agreed in writing.

5.5.3. All payments that re-present, or fail to be honoured, will incur an admin fee of £15 ex VAT.

5.5.4. Account customers payment terms are as described in para 5.5.1) whilst purchase orders are accepted, the terms of the Contract override any terms of purchase stated therein.

5.5.5. 24 Seven Cloud reserves the right to charge interest for any monies due after 30 days.

5.5.6. 24 Seven Cloud retain title of goods until all monies due are paid in full.

5.5.7. All prices are subject to VAT unless otherwise specified.

5.5.8. It is the customer’s responsibility to check all equipment and contracts are as requested, and to notify 24 Seven Cloud within 7 days of any hardware irregularities and 14 days for any contractual irregularities.

5.5.9. 24 Seven Cloud cannot be held liable for any loss of business or inconvenience caused due to a handset or network malfunction.

5.5.10. Any goods delivered by 24 Seven Cloud that are faulty or damaged must be reported to 24 Seven Cloud within 7 days in writing.

5.5.11. These Product/Service specific terms and conditions override any terms and conditions stipulated and referred to by the customers purchasing conditions.

5.6. Fees & Equipment Costs

All Fees incurred by Customer in relation to its use of the Services shall be as provided in the BDA and the provisions of the Contract.
5.6.1. Any equipment required by Customer from 24 Seven Cloud (including, but not limited to SIM Cards) shall be ordered by Customer from
24 Seven Cloud by means of the BDA.
5.6.2. Customer shall be liable to pay to 24 Seven Cloud all costs arising in relation to any equipment in accordance with the terms of the relevant BDA and the Contract.
5.6.3. Inclusive minutes in call packages start as soon as the call is connected on the inbound number.

5.6.4. Line rental monthly fees are payable one month in advance with the initial payment including any pro-rated charges. Pro-rated charges apply in respect of the period between activation and the next following payment date (ie: the 1st day of the month next following activation). Reference should be made to the FAQ’s on the 24 Seven Cloud Website for further information.

5.6.5. 24 Seven Clouds’ Roaming Jump® SIM Costs will cover only Zones 1 and 2 (EU Zone Countries). Any charges incurred outside Zones 1 and 2 will be treated as out of bundle charges. Price list available upon request.

Chapter 6 TERMINATION

6.1. Consequences of Termination

In addition to the Terms of the BDA and the General Terms of Supply, upon the termination of the Contract for any reason:

6.1.1. Customer shall cease to promote, market, advertise or sell any of its services in respect to which the Contract relates and to hold itself out as having any connection with 24 Seven Cloud.

6.1.2. Subject as otherwise provided herein or in the BDA and to any rights or obligations which have accrued prior to termination, neither party shall have any further obligation to the other under the Contract.

6.1.3. Subject as otherwise provided herein and to any rights or obligations which have accrued prior to termination, neither Party shall have any further obligation to the other under the Contract.

6.2. 24 Seven Cloud may terminate the Contract or any and all Services if there is a change in the ownership or corporate holding of the Customer that in 24 Seven Cloud’s reasonable opinion will affect its position, rights or interests.

6.3. Either Party may immediately terminate the Contract upon written notification to the other Party and without becoming liable for damages suffered as a consequence of such termination by the other Party if:

6.3.1. The other Party commits a material breach of its obligations under the Contract and, in case of a breach capable of remedy, such breach is not remedied within fourteen days of that other Party being specifically required to do so; or,

6.3.2. The other Party does not comply with the all relevant laws, regulations and code of conduct.

6.3.3. The other Party is the subject of a bankruptcy order, or becomes insolvent, or makes any arrangement or composition with or assignment for the benefit of its creditors or goes into voluntary or compulsory liquidation (other than for the purpose of amalgamation or reconstruction) or a receiver or administrator is appointed over its assets; or;

6.3.4. The other Party ceases or threatens to cease to carry on all or any substantial part of its business.

6.4. Notice Period

6.4.1. At any time after the expiry of the Minimum Period the Contract can be terminated by either Party by giving the other Party thirty (30) days written notice.

Chapter 7 SUSPENSION OF SERVICE

7.1. If the Customer does not settle any deposit request or Invoice, and 24 Seven Cloud considers in its reasonable opinion that the level of deposit and pre-payments held by 24 Seven Cloud no longer cover Customer liabilities then 24 Seven Cloud reserves the right to:

7.1.1. suspend provision of the Services as stated on the BDA immediately without notice;

7.1.2. continue the suspension of the Services as stated on the BDA until such time that:

7.1.2.1. all outstanding Invoices have been settled in full by the Customer, or

7.1.2.2. 24 Seven Cloud terminates the Contract in accordance with the provisions of Clause

7.2. In the event that the Customer is reconnected following a suspension of service under Clause 7.1, the Customer shall pay a reconnection fee of
£1,000 for each occurrence and this will be invoiced by 24 Seven Cloud and will be due and payable by the Customer in cleared funds within 5 (five) days of the date of the invoice.

7.3. For the avoidance of doubt, the provisions of this paragraph 7 shall not be deemed a 24 Seven Cloud ‘Event of Default’.

Chapter 8 SUPPORT SERVICES

8.1. First and Second line diagnostics support for all problems with the Services reported to Customer by its users shall remain the responsibility of Customer and Customer will use reasonable endeavours to investigate and rectify incidents prior to contacting 24 Seven Cloud.

8.2. 24 Seven Cloud will from time to time issue Customer an updated support document which will specify the process for dealing with Service issues through 24 Seven Cloud.

Chapter 9 REPRESENTATIONS AND WARRANTIES

9.1. Customer acknowledges that the Services have not been specifically designed to meet Customer’s and/or User’s individual requirements.

9.2. Owing to the nature of telecommunications services and internet network, Customer acknowledges that 24 Seven Cloud provides no representations or warranties regarding the quality, reliability, timeliness, or security of any Service given, and does not represent or warrant that its Service respectively will be error-free, uninterrupted, free from unauthorized access (including AIT, party hackers or denial of service attacks), or that all messages will be delivered. Except as stated herein, the Service is provided on an “as is” and “as available” basis.

Chapter 10 FORCE MAJEURE

10.1. In addition, the following additional force majeure events will apply to the Contract. 24 Seven Cloud will not be liable to Customer for failure to fulfil any of its obligations hereunder if such failure is due to causes beyond its reasonable control, including, without limitation, earthquake, embargo, catastrophe, sabotage, utility or transmission failures, governmental prohibitions, decrees or regulations, suspension/termination of service by major roaming partners, national emergencies, insurrections, riots, viruses, epidemics, failure of communication systems and other causes as defined by applicable statutes and case law (“Force Majeure Event”). The time for any performance required hereunder, except for the obligation to pay the Charges, will be extended by the delay incurred as a result of such Force Majeure Event.

10.2. The affected Party shall promptly notify the other Party in writing of the occurrence of a Force Majeure Event and the estimated extent and duration of its inability to perform its obligations.

10.3. Both Parties shall use reasonable commercial efforts to minimise the effects of a Force Majeure Event.

10.4. In the event that such Force Majeure Event continues without interruption for a period of sixty (60) days then either Party may terminate the Contract, effective as of the date of receipt of the notification thereof by the other Party. Neither Party will be entitled to any compensation, damages, expenses etc. from the other party in connection with a Force Majeure Event.

Chapter 11 LIMITATION OF LIABILITY

11.1. Customer understands and agrees that in addition to Clause 10.1 above, with respect to the Service:

11.1.1. 24 Seven Cloud will not be liable, whether in contract, tort, or strict liability, to Customer or users for any Service not delivered, regardless of the reason for non-delivery, including, without limitation, call processing, transmission errors, or networks and/or service failures;

11.1.2. 24 Seven Cloud will not be liable to Customer or users for acts or omissions or for information provided through the Service, or for causes beyond its reasonable control; or for the transmission or reception of the call.