Gotschna - Empowering Your Business

General Terms

1. The Parties

1.1. “We”, “us”, and “our” means Gotschna Limited, a company registered in England and Wales with company number 13958570
1.2. “You” and “your” means the person who has ordered equipment or services from us or, if you ordered on behalf of a company or other entity for which you are authorised to do so, that company or other entity.
1.3. Our “web site” is https://gotschna.com

2. Our agreement with you

2.1. If you order equipment or services from us, your order, and your use of our services, is subject to these general terms and all applicable schedules. Schedules supplement these general terms. These, together, form our agreement with you.
2.2. These terms, and the applicable schedules, apply to the exclusion of any terms you supply us, or which accompany or are referenced in or linked from any purchase order or communication you send us. They supersede all previous negotiations, understandings and representations. If you do not agree to this, you do not have the authority to access our services or systems.
2.3. This agreement is governed by English law.
2.4. Any provision of this agreement which refers to a charge or fee which we may levy on you confers an obligation on you to pay those charges or fees.

3. Your general obligations

3.1. You must:
3.1.1. Tell us if you act as a consumer, or are a small business customer or a communications provider as defined by Ofcom’s General Conditions of Entitlement, and, in each case, notify us promptly if your status changes;
3.1.2. Behave at all times politely and professionally towards us and our staff;
3.1.3. Maintain such backups, disaster recovery, and resiliency, plans, as are appropriate to your situation;
3.1.4. Comply with all applicable law; and
3.1.5. Ensure that your users (and anyone else who may use the equipment or services) comply with all the obligations under this agreement which are imposed on you (except for obligations to pay). You are liable to us for their breach or non-compliance.
3.2. You warrant that you have the full power and authority to enter into this agreement.
3.3. You agree that any breach of this clause 3 is a material breach of this agreement.

4. Technical support and fixing faults

4.1. For as long as you are a customer, and provided that you are up to date with all payments to us, we will provide you with reasonable technical support, during our normal working hours, for our services or equipment we have sold to you.
4.2. Customer service is excluded from this agreement, and you agree that you are not entitled to, and shall not accept, any compensation in relation to customer service, even before you have purchased from us.
4.3. We may help you with the configuration of your services or equipment, but you are responsible for and are liable for, ensuring that any configuration is suitable for your purposes, and is appropriately secure.
4.4. You must promptly provide all reasonable assistance to our staff (and, where applicable, our suppliers’ staff) when they are attempting to diagnose or fix problems with your services or equipment. If you do not do this, the fault repair process pauses.

5. Pricing

5.1. Unless otherwise stated, prices exclude VAT.
5.2. We will verify pricing when processing your order and before we take payment. If we have made a mistake and a price is higher than the price we have stated, we may either contact you to confirm if you want to proceed at the correct price or cancel your order. If the correct price is lower than our stated price, we will charge the lower amount.

6. Payments and invoicing

6.1. You must read any invoices we issue you, and notify us of any error within 14 days of the invoice date. You must identify the disputed charges, and explain why they are in dispute, and you must provide any relevant supporting documentation. After that time, you agree that you will not bring any dispute or claim relating to an incorrect invoice. You must still pay any undisputed part of the invoice in accordance with this agreement. On receipt of a notification of dispute, we will contact you, and you must work reasonably with us to resolve the dispute.
6.2. Unless we agree otherwise, you must pay our invoices in full immediately on issue. We will allow 5 working days from the invoice date for your payment to arrive.
6.2.1. send you reminders by email and post, or contact you by phone or other communications channel, at regular intervals. We may charge you an admin fee for each reminder, by way of liquidated damages;
6.2.2. if you are not a consumer, charge you penalties and interest as specified in the Late Payment of Commercial Debts (Interest) Act 1998;
6.2.3. if you are a consumer, charge you interest on the overdue amount at a rate of 8% plus the Bank of England base rate from the due date up to the date of actual payment (whether before or after any court judgement); and
6.2.4. charge you our reasonable costs and expenses (including legal costs) for seeking payment of the overdue amount.
6.3. If we extend your credit terms, you must ensure that we receive your payment for the invoice amount within the credit period. We may withdraw or change credit terms for future invoices on notice to you. Each invoice shows the due date for payment.
6.4. If, for any reason, we do not receive your payment in full by the due date, we may do any or all of the following:
6.5. You agree not to cancel, reverse, revoke, or do anything similar, any payment you make to us. If any payment you make is cancelled, reversed, revoked, or similar (including any claim under the Direct Debit Guarantee), that payment shall be deemed as having never been made to us.

7. Overpayments and credit balances

7.1. If you send us money that you do not owe us, such as an overpayment or a payment when there are no outstanding invoices, we will hold this as money on your account. You can ask for that money back at any time and you agree that that money is not an advance payment in respect of specific future equipment or services. We do not pay interest on this money. If we invoice you for any equipment and services then we will, at that point in time, apply this money towards paying that invoice.
7.2. If we ask for a deposit with your order and you pay it, this is placed on your account as an advance payment. If the order cannot be completed and your deposit is refundable, we will return it to you promptly following your request, less any amounts you owe us.
7.3. If you have a credit balance for a period of 6 years and we have not received from you a request for the return of that balance, we will write off the balance, and you agree the sum is a gift to us.

8. Varying this agreement

8.1. We can vary this agreement at any time. You cannot.
8.2. If we wish to make a variation other than prices or service functionality, we will give you at least one month's notice by email or on your invoice. If you do not accept the variation, you must notify us of your objection by following our customer complaints process. You must ensure that we receive your notice of objection within one month of our notice to you. If we do not receive your notice of objection within this time, you are deemed to have agreed to the variation.
8.3. Clauses 8.4 - 8.5 apply to:
8.4. If we wish to make a variation, we will give you at least one month's notice by email or on your invoice. If you do not accept the variation, you must notify us of your objection by following our customer complaints process. You must ensure that we receive your notice of objection within one month of our notice to you. If we do not receive your notice of objection within this time, you are deemed to have agreed to the variation.
8.5. Provided that we receive your notice of objection in accordance with clause 8.4 we will:
8.6. if the variation relates to price, reissue the relevant invoice using the price in effect immediately before the variation; and
8.7. either (at our discretion) terminate some or all of your services (with no early termination fees, but you will still need to return any equipment we have loaned you), or agree to provide the affected services at the price and on the terms in effect immediately before the variation, for the remainder of any minimum term commitment that applies to that service.
8.8. Nothing in this clause affects your right to terminate the agreement, at any time, under clause 13.1 of the services (general) schedule.

9. Indemnities

9.1. Where, in this agreement, we say that you will indemnify us from something, it means that you agree to fully indemnify and keep us fully indemnified from and against all actions, demands, costs (on a full indemnity basis), losses, penalties, damages, liability, claims and expenses (including legal fees) whatsoever incurred by us and arising from that thing.
9.2. You will indemnify us from:
9.2.1. Your breach of this agreement, non-compliance with the terms of this agreement (other than in respect of payment) by your users, and your negligence, or other act, omission or default;
9.2.2. The operation or breakdown of any equipment or software owned or used by you;
9.2.3. Any claim brought against us by any third party alleging that its intellectual property rights are infringed by the use by you of the services, equipment, or any software we provide to you; and
9.2.4. Your use or misuse of the services, equipment, or any software we provide to you.
9.3. In clauses 9.2.1 - 9.2.4, references to “you” and “your” include your users, and anyone else who makes use of the equipment or services.

10. Limits on liability

10.1. If you are not a consumer, and unless we have said differently elsewhere in this agreement, all conditions, warranties or terms which might have effect between you and us, or be implied or incorporated into this agreement (whether by statute, common law or otherwise) are excluded to the extent permitted by law, including the implied conditions, warranties or other terms as to satisfactory quality, fitness for purpose or the use of reasonable skill and care.
10.2. Neither party limits or excludes its liability to the other for personal injury or death caused by its negligence, for fraud or fraudulent misrepresentation, or for any matter for which, at law, a party cannot limit or exclude its liability.
10.3. You do not limit or exclude your liability for any indemnities in this agreement, or for sums due under it.
10.4. Subject to clauses 10.1 - 10.3, neither party shall be liable to the other for special, indirect, or consequential losses, nor for the following types of loss, whether direct, indirect, special or consequential, in each case however caused:
10.4.1. financial loss (other than in respect of sums due from you to us under this agreement), including loss of profits, earnings, business, goodwill, or business interruption;
10.4.2. expected or incidental losses; loss of expected savings; loss of sales; failure to reduce bad debt; reduction in the value of an asset; and
10.4.3. loss of, or corruption to, data.
10.5. You agree that the limits of liability in this agreement are fair and reasonable.

11. Events outside reasonable control

11.1. Neither party will be liable to the other for any delay or failure in the performance of that party’s obligations caused by events outside that party’s reasonable control, but only if that party promptly notifies the other of the circumstances of the event. This clause 11.1 does not apply to your obligation to pay any sums due under this agreement.
11.2. We may notify you by email, posting an update on our website or status pages.
11.3. If the event persists for 28 days or more, the party not affected by the event may give notice to the other to terminate this agreement with effect from a date specified in the notice without penalty or other liability (except for any liability on your part to pay any sums due under this agreement).

12. Co-dependency

12.1. If we fail to do something that we are required to do under this agreement, and this directly causes you to fail to do something that you are required to do under these terms, we will not treat your failure as a breach of this agreement in those circumstances. You will treat us in the same way.

13. Notices

13.1. Any notice (except for the service of court proceedings) shall be sent to the other party’s nominated email address for service. This includes communications relating to service migration. In your case, this is the email address which you have provided to us for sending invoices.
13.2. If you want to change this email address, you must notify us and the change will take effect from the date on which we confirm that we have changed your email address.
13.3. Both parties consider that notice has been given:
13.3.1. in the case of us notifying you, one clear day after the time at which we sent the email; and
13.3.2. in the case of you notifying us, one clear day after you receive confirmation from us that we received such notification.
13.4. Notice for the service of court proceedings shall be by a signed-for postal service which provides proof of delivery, or by courier, and such notice shall be addressed:
13.4.1. to us, addressed to the Managing Director, and sent to our registered office address; and
13.4.2. to you, to the most recent address which we have on file for you or, where no such address exists, to an address which we reasonably believe is linked with you. We may instead serve you by email if we are not reasonably able to serve notice to you by post or courier.

14. Dispute Resolution Procedure

14.1. Each party shall deal with any disputes or claims arising out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims) as follows:
14.1.1. the issue in dispute shall be referred for discussion to, in your case, the main account holder, and in our case, our support team ([email protected]); and
14.1.2. if the dispute is not resolved, your general manager (or equivalent) shall discuss the dispute with our general manager.
14.4. Subject to clause 14.3, if, after exhausting the procedure set out in clause 14.1, the dispute is still not resolved, you, or we, may bring a claim before the courts of England and Wales. Each party agrees to the exclusive jurisdiction of the courts of England and Wales in respect of any claim, dispute or matter arising out of or in connection (including non-contractual claims) with this agreement. If you are a consumer, you may instead bring a claim before the courts of the part of the United Kingdom in which you reside.
14.5. Clauses 14.1 and 14.2 do not affect our, or your, ability to seek an injunction, or other appropriate interim relief, from the courts of England and Wales (or, if you are a consumer, from the part of the United Kingdom in which you reside). Either party may do this without exhausting the dispute resolution procedure.
14.6. You must bring any claim within 12 months of the date on which the cause of action accrued. If you are a consumer, we will only bring a claim against you within 12 months of the date on which the cause of action accrued.
14.7. Each party shall bear its own costs for this dispute resolution procedure, up to the involvement of the courts. Costs related to the involvement of the courts shall be at the court’s discretion.
14.8. You agree that the allocation of risk in this clause 14 is fair and reasonable having regard to all the circumstances.

15. Miscellaneous Terms

15.1. A person who is not a party to this agreement has no rights under this agreement. This includes any users you may have.
15.2. If any part of this agreement is found to be invalid or unenforceable by any court, this shall not affect the other provisions of this agreement and those provisions shall remain in full force and effect.
15.3. If a party fails to exercise a right or remedy, this failure shall not prevent that party from exercising that right or remedy subsequently for that or any other incident.
15.4. A waiver of any breach or provision of this agreement shall only be effective if made by email or in other writing.
15.5. We may assign, transfer, charge, sub-contract or deal in any other manner with any of our rights or obligations under this agreement. You may not do these things without our prior written consent.
15.6. Nothing in this agreement establishes any partnership, joint venture, or agency. You shall not hold yourself out as being an agent, partner, representative or otherwise being entitled to bind us.

Schedule: Services (general)

1. Applicability

1.1. This schedule applies to all services, including the rental or loan of equipment.

2. Definitions

2.1. “Acceptable Use Policy” means the acceptable use policy set out in our Acceptable Use Policy.
2.2. “Cancelling” an order means asking us not to give effect to an order you have placed before we have made that service available to you (even if you have not yet used that service).
2.3. “Restricting” a service means that we make some parts of the service unavailable or operate at a lower speed.
2.4. “Suspending” a service means that we stop your service from working, but keep it in a state from which we can resume it quickly. Suspension does not affect your obligations under this agreement and does not terminate this agreement.
2.5. "Terminating" a service means that we stop supplying your service completely and terminate this agreement in respect of those services. At this point, you are no longer liable for further ongoing charges, but must still pay any outstanding invoices, minimum term charges and any termination charges that apply. For some services, such as domains, termination may allow others to take the domain from you. If you wish to reconnect after termination, you will have to ensure your account is up to date and pay any connection charges that apply and may have to wait for several days before service can be reconnected.
2.6. Any reference in the description of a service to a “kilobyte” is to 1000 bytes, a “megabyte” is 1000 kilobytes, a “gigabyte” is 1000 megabytes, and so on.

3. Duration

3.1. This agreement lasts:
3.1.1. in respect of services with a fixed term (as renewed or extended), until the expiration of that term;
3.1.2. in respect of other services, until the earlier you or we terminate it (as permitted elsewhere in this agreement).

4. Dates and times are estimates

4.1. Any date or time we communicate to you in respect of the services, including installation or activation, is an estimate.

5. Service access, suspension, and maintenance

5.1. While we will use our reasonable efforts to maintain and operate the services, we make no promises that they will always be available or functioning, nor that they will be fault-free.
5.2. We may restrict or suspend all or part of the services if, in our reasonable opinion, you fail to comply with your obligations under this agreement, or if we consider it necessary to do so:
5.2.1. to stop or mitigate any security or integrity incident, threat or vulnerability, or problem or attack affecting our network, equipment, or services (including any network, equipment, or services provided to another customer);
5.2.2. to deal with behaviour which, in our reasonable opinion, amounts to misuse of the services or breach of our Acceptable Use Policy;
5.2.3. to comply with a legal obligation.
5.3. We will try to make available to you notice of planned maintenance activity

6. Your obligations

6.1. You must:
6.1.1. comply with our reasonable instructions, guidelines and directions about the use of the services, including our Acceptable Use Policy;
6.1.2. co-operate with us in all matters relating to the services, and do so in a timely manner;
6.1.3. provide any information required by us accurately, comprehensively, in good faith, and in a timely manner;
6.1.4. ensure that all equipment which is used in conjunction with the services conforms to all relevant standards or approvals;
6.1.5. keep your account credentials secret, and secure your network and equipment. If you become aware of a compromise, you must immediately change your account password(s) and other security devices and notify us.

7. Payments and invoicing

7.1. You must pay the fees for the services (including any fees such as setup or installation fees, excess construction charges, fees associated with Special Fault Investigations, or charges which are levied against us by a third party arising from your conduct, such as a failure to be present for a scheduled engineer appointment or faults related to your own equipment), in each case as described or notified to you, and all other sums due under this agreement.
7.2. You must comply with any payment requirements specified for the services, such as maintaining a valid Direct Debit arrangement.
7.3. For services which are billed periodically, unless otherwise agreed, payment is due on the first day of each new period, for that next period’s services.
7.4. We may also charge you at other times:
7.4.1. for one-off charges, equipment or other services;
7.4.2. for usage-based services, based on your usage.
7.5. If, for any reason, we do not receive your payment in full by the due date, in addition to the remedies available to us under clause 6.4 of the general terms, we may restrict or suspend the services.
7.6. If, for any reason, we do not receive your payment in full within 30 days of the due date, we may terminate this agreement or the services.
7.7. If we restrict, suspend, or terminate the services or the agreement in accordance with clauses 7.5 or 7.6 of this schedule:
7.7.1. we shall not be liable for any losses to you arising from this; and
7.7.2. in the case of termination, we are not obliged to reactivate those services. If you wish us to reactivate the services, and we are willing to do so, we will notify you of the costs associated with doing so, and you can decide at that point whether you wish to proceed.

8. Bills and records

8.1. We provide bills by email and online access. We do not normally provide printed bills. You can request a printed bill for a fee.

9. Complaints

9.1. Our Customer Complaints Code is available on request. If you wish to complain, you must follow the Customer Complaints Code.

10. Service level agreement (SLA)

10.1. Unless we agree otherwise in writing with you, we will use reasonable efforts to remedy things which go wrong. Sometimes it can take several days to rectify a fault.
10.2. If we are able to arrange a specific SLA with a third party, and you choose to purchase that SLA, we will make use of that SLA to try and fix any fault with the relevant service.
10.3. If we are provided with compensation above a nominal amount by a third party, because of its failure to fix a fault relating to your service, we will pass on that compensation to you if you ask us to. In some cases, compensation may also be passed on automatically.

11. Data protection

11.1. References in this clause 11 to a Regulation are to regulation 2016/679/EC as incorporated into English law by the Data Protection Act 2018. References to an Article are to an Article of the Regulation. Capitalised terms in this clause have the meaning defined by the Regulation unless otherwise defined in this agreement.
11.2. You warrant that:
11.2.1. any instructions you give us with respect to the Processing of Personal Data are lawful and will not cause us to breach any law; and
11.2.2. you have complied with, and will, for the duration of our Processing of Personal Data on your behalf, comply with, all applicable data protection laws.
11.3. In the course of providing the services, you are a Controller and we are your Processor in respect of any Personal Data, we will:
11.3.1. Process Personal Data in accordance with all applicable law;
11.3.2. Process the Personal Data only on your documented instructions as set out in this Agreement, including with regard to transfers of Personal Data to a third country or an international organisation;
11.3.3. unless prohibited by law, notify you if we are required by any law of the European Union or the law of one of the Member States of the European Union to act other than in accordance with your instructions or if, in our opinion, any of your instructions infringes the Regulation or other Union or Member State data protection provisions;
11.3.4. have your general authorisation to obtain other Processors (“Sub-processors”) and shall respect the conditions referred to in paragraphs 2 and 4 of Article 28 for any such engagement. Subject to the limitations of liability in this agreement, we shall be liable for the acts and omissions of our Sub-processors, and we shall ensure that the Sub-processor contract (as it relates to the Processing of Personal Data) is on terms which are substantially the same as, and in any case no less onerous than, this clause 11;
11.3.5. ensure that persons authorised to Process the Personal Data have committed themselves to confidentiality;
11.3.6. take all measures required pursuant to Article 32;
11.3.7. taking into account the nature of the Processing, assist you, at your cost, by appropriate technical and organisational measures, insofar as this is possible, for the fulfilment of your obligation to respond to requests for exercising the Data Subject's rights laid down in Chapter III of the Regulation;
11.3.8. .provide, at your cost, reasonable assistance on written request by you in ensuring compliance with your obligations pursuant to Articles 32 to 36, taking into account the nature of Processing and the information available to us;
11.3.9. at your choice and cost, delete or return all the Personal Data to you after the end of the provision of the services relating to the Processing, and delete existing copies unless UK or European Union law requires storage of the Personal Data;
11.3.10. at your cost and following written agreement as to the details, make available to you all information necessary to demonstrate compliance with the obligations laid down in Article 28, and allow for and contribute to audits, including inspections, conducted by you or another auditor mandated by you; and
11.3.11. notify you without undue delay if we become aware of a Personal Data Breach for which we are responsible.
11.4. Notwithstanding this clause 11, you are responsible for ensuring that your configuration and use of the services complies with your obligations under data protection law.

12. Cancellation

12.1. This clause 12 only applies if you are a consumer.
12.2. You have statutory rights to cancel an order (and this agreement, as it applies to that order or the services) soon after entering into it. Your cancellation period for services ends at the end of 14 days after the day on which you order the services.
12.3. If you wish to cancel during this period, you must inform us of your decision to do so. You may do so, if you wish, using the model cancellation form.
12.4. We are not permitted to provide services to you within the cancellation period unless you have made an express request for us to do so. You acknowledge that one order may comprise multiple separate services, which may be performed at different times.
12.5. If you wish to cancel a service having asked us to provide it within the cancellation period, you must pay us for the services we have provided. Where a service has an installation fee, you must pay the full installation fee if we are unable to cancel the installation. You must also return any equipment provided as part of your order.

13. Termination

13.1. You may terminate this agreement at any time by notifying us.
13.2. If the service has a minimum term and you wish to terminate within that minimum term, you must pay an early termination charge.
13.3. If there is a charge for disconnecting or terminating a service, you must pay all such charges.
13.4. We may terminate this agreement immediately by notifying you if:
13.4.1. we are entitled to do so under this agreement;
13.4.2. you commit a material breach of an obligation under this agreement; or
13.4.3. we reasonably suspect that you cannot, or are not required to, pay your invoices.
13.5. We may terminate this agreement and/or any services at any time and for any reason by giving you reasonable notice of such termination. If we choose to terminate a service under this clause 13.5, we will not charge you a disconnection fee and, if you are within that service’s minimum term, we will not charge you an early termination fee.
13.6. We will refund any credit balance relating to or resulting from the services which are terminated if we receive notice from you asking for this.
13.7. Termination or expiration of this agreement or any services shall not affect any rights, obligations or liabilities of either party that have accrued before termination or that are intended to continue to have effect beyond termination or expiration.
13.8. The following clauses of this schedule shall survive termination or expiration of this schedule: 7.7, 13.6 - 13.8, and 14.

14. Limitation of liability

14.1. In addition to the limits of liability in clause 10 of the general terms, you agree that our total liability to you in respect of all breaches of this agreement by us relating to services is a “money back guarantee”, meaning the lesser of:
14.1.1. a pro-rata sum of the price you paid for the service(s) to which the breach relates, for the period in which we were in breach of this agreement; and
14.1.2. the amount you paid for those services for the month in which you notified us of the breach, excluding any installation, setup, fault-repair, engineer fees, or other non-recurring charges.
14.2. You agree that:
14.2.1. this limitation of liability applies to any compensation or damages awarded through our alternative dispute resolution scheme, or any other basis;
14.2.2. you must will not seek, or accept, or look to recover from us, any compensation or damages above this limit of liability; and
14.2.3. you will neither ask for nor accept compensation for any matter which is not a breach of this agreement.

15. Varying this agreement

15.1. We will post a notification to you if we vary the functionality of a service or withdraw a service. If we withdraw a service, we will not charge you any early termination fee or disconnection charge in respect of that service.
15.2. We will update the you if we increase:
15.2.1. a "list price", such as the price for making a call
15.2.2. the price of a service (other than connectivity, telephony or mobile data SIMs); or
15.2.3. any price which is limited to us passing on an amount equal to any increase in the rate of Value Added Tax or any other directly and specifically applicable taxation charge or regulatory levy imposed by mandatory provisions laid down by government or regulatory authorities, payment of which is compulsory.
15.2.4. We will give you at least one month’s notice by email or on your invoice if we increase the price of a recurring connectivity, telephony, or mobile data SIM service, other than an increase which falls within clause 15.2. If you do not accept the variation, you must notify us of your objection by following our customer complaints process. You must ensure that we receive your notice of objection within one month of our notice to you. If we do not receive your notice of objection within this time, you are deemed to have agreed to the variation.

Schedule: Equipment sales and supply

1. Applicability

1.1. This schedule applies to the Sale of equipment.

2. Sales: your right to cancel if you are a consumer

2.1. This clause 2 only applies if you are a consumer.
2.2. You have the right to cancel any order you place for equipment.
2.3. Your cancellation period ends at the end of 14 days after the day on which the equipment come into your, or your nominated person’s, physical possession. If you have ordered multiple pieces of equipment in one order and they come into your, or your nominated person’s, physical possession on different days, your cancellation period is linked to your, or your nominated person’s, receipt of the last of the equipment.
2.4. If you wish to cancel during this period, you must inform us of your decision to do so. You may do so, if you wish, using the model cancellation form available on request.
2.5. It is your duty to return any equipment to us. You must return them to our registered office address. You must return it to us without undue delay. You are responsible for the costs associated with returning the equipment. Risk in the equipment remains with you until we receive it, so we suggest that you use an appropriately insured method of returning it to us.
2.6. We will reimburse you for the following:
2.6.1. The price you paid for the equipment.
2.6.2. Any payment for delivery received from you, unless you chose a more expensive delivery option than the least expensive common and generally acceptable kind of delivery offered by us. In such cases, we will reimburse you up to the amount you would have paid for the least expensive common and generally acceptable kind of delivery we offer.
2.6.3. However, we will deduct any sum related to the decrease in the value of the equipment due to your handling beyond what is necessary to establish its nature, characteristics, and functioning. This includes handling that goes beyond what is reasonably allowed in a shop.
2.6.4. We will reimburse you within 14 days of receipt of the returned equipment, or the day on which you show us evidence that you have sent it back.
2.7. We will reimburse you within 14 days of receipt of the returned equipment, or the day on which you show us evidence that you have sent it back.

3. Sales: no right to cancel if you are not a consumer

3.1. If you are not a consumer, we are not required to accept cancellations or returns of equipment. If you wish to cancel or return equipment, please contact us.

4. Payments and invoicing

4.1. If, for any reason, we do not receive your payment in full within 30 days of the due date, in addition to the remedies available to us under clause 6 of the general terms:
4.1.1. you must promptly return the equipment to us;
4.1.2. we may limit or disable the equipment’s functionality.
4.2. If, at any time before we receive your payment in full for the equipment, we reasonably suspect that you will not be able to, or will not be required to, pay any invoices relating to equipment, you agree that we may enter the premises in which the equipment is located (or in which we reasonably believe the equipment to be located) to locate and remove the equipment. You will obtain all necessary permissions and access rights, as well as all keys, security devices, codes, and other entry mechanisms, and will provide us with all reasonable assistance, to enable us to do this.

5. Title and risk

5.1. For equipment we are selling to you, or have sold to you, the equipment remains our property, and title remains with us, until we have received your payment in full for it.
5.2. You must not permit a bailiff, or other similar person, to take, or make part of a controlled goods agreement or similar, any equipment which we own. You must make them aware that we, and not you, owns the equipment. If they attempt to take, or take control over, the equipment, you must notify us immediately.
5.3. Risk passes to you when the equipment is handed over to the courier or postal services provider, of you or your nominated agent.

Schedule: Connectivity

1. Applicability

1.1. This schedule applies to our connectivity services, including our Internet / broadband, ethernet and mobile data.

2. Service requirements

2.1. You are responsible for ensuring that you have the necessary equipment to make use of the services, and that it is connected and configured correctly.
2.2. If our service relies on a service provided to you by someone else, we are not liable if our service is inhibited because of a function of, failure of, or fault with, that other service. You agree that, in this situation, our service is working as intended and has not failed, and that you will not seek or accept any compensation from us.

3. IP addresses

3.1. You do not own any IP addresses which we allocate to you. Any IP addresses we allocate to you remain our property.
3.2. We reserve the right to change (including reduce) any IP address assignment. We shall use reasonable efforts to give you reasonable advance notice of a change.
3.3. We may register you as the contact for the IP address range in RIPE, or other relevant IP management authority.
3.4. You must comply with any terms imposed by Internet registries, including RIPE, for IP addresses.

4. We do not filter Internet access

4.1. We do not provide a filtering service to restrict or limit access to anything on the Internet. You agree that you do not require any filtering services from us.

5. Usage allowance

5.1. If your service has a usage allowance, that usage allowance will reset at the start of each billing period or, where a billing period is based on multiple months, at the start of each calendar month.
5.2. We may allow you to carry forward all or some of your usage allowance, but we are not required to do so.
5.3. If you reach your usage allowance before the end of a billing period, we will attempt to take the action that you have specified in your account settings for that service.
5.4. Some of our services will automatically slow down when you reach your usage allowance and it will continue to work at that slower speed for the remainder of that billing period. We will deduct this excess usage from your next billing period’s usage allowance.
5.5. We may offer you the ability to increase your usage allowance by purchasing top-ups. You may carry forward any unused portion of a top-up into your next billing period.

6. Fault fixing and right to terminate

6.1. You must notify our support team promptly of any fault or suspected fault with your services. Posting on social media does not constitute notice.
6.2. As long as you comply with clause 4.4 of the general terms, if you have notified us of a fault which stops your overall service working and we have confirmed receipt of your notification, and we are unable to rectify the fault after ten working days, you may terminate the service to which the fault relates, as long as you do so in line with clause 6.3 of this schedule. You must, however, cooperate fully with support staff to help investigate the fault. Delays whilst staff wait for your action, or for postal delivery of equipment, do not count towards those ten working days.
6.3. Provided that you have complied with clause 6.2:
6.3.1. if we have not fixed the fault after 10 working days, you can exercise the right to terminate up until the point at which the fix the fault; or
6.3.2. if we fix the fault after 10 working days, and we have not received notice that you have exercised your right to terminate under clause 6.3.1, you can exercise the right to terminate, but only if you do so within one month of the date on which we fixed the fault.
6.3.3. and, in each case, we will not charge you in respect of any notice period, cease charge, or early termination or disconnection fee. This is your full recourse for us failing to fix the fault.
6.4. Clauses 6.2 and 6.3 of this schedule do not apply if the service is suspended for a breach of this agreement, or if we have suspended all or part of that service under clause 5.2 of the “services (general)” schedule.

7. Termination

7.1. The following clauses of this schedule shall survive termination or expiration of this schedule: 6.3, and 12.2.

8. Traffic shaping

8.1. Information on traffic shaping is provided on request.

9. Scanning

9.1. We may scan for open DNS servers or vulnerabilities on endpoints which you connect to our network.
9.2. You agree that this access is authorised, and warrant that you have obtained the authorisation of all users whose equipment is connected to the services.

10. Free ancillary services

10.1. We may, from time to time, provide free ancillary services, such as DNS resolvers, outgoing mail smart hosts, or a NAT64 gateway.
10.2. We may vary, suspend, or terminate these services at any time, without notice.
10.3. If you use these services, you do so at your own risk, and, subject to clause 10.2 of the general terms, we are not liable to you for any losses you may suffer as a result of your use of them.

11. Alternative dispute resolution

11.1. In addition to your rights under clause 14 of the general terms, you may refer a dispute to our alternative dispute resolution scheme, of which details are available on request, if:
11.1.1. you are a domestic or small business customer, as defined in Ofcom’s General Conditions of Entitlement;
11.1.2. the dispute is in connection with our provision of services to you under this schedule; and
11.1.3. you are entitled to refer the dispute to our alternative dispute resolution scheme.
11.2. If you are not entitled to refer the dispute to our alternative dispute resolution scheme, you must not to do so or attempt to do so. If you breach this clause, you shall be liable for any costs we incur (including our legal fees, and any compensation the alternative dispute resolution scheme requires us to pay to you) as a result of your breach.

Schedule: Telephony services

1. Applicability

1.1. This schedule applies to telephony services.

2. Emergency services access

2.1. Our telephony services generally permit access to the emergency services. However, they are Internet telephony services, and these are dependent on your connection to a suitable data network, the operation of that data network, and operation of your equipment. If you do not have a connection to a suitable data network, or your data network or equipment is not functioning correctly, you will not be able to use the telephony services, including for the purposes of making calls to the emergency services. You must consider this and made appropriate arrangements.
2.2. We will, where possible, pass your location information to the emergency services. You are responsible for providing us with accurate location information, for onwards provision to the emergency services.
2.3. If you expect to use our telephony service:
2.3.1. principally at a single fixed location, we recommend that you register with us the address of the place where the telephony service is to be used before you activate it, and that you update that address information if there is any change to it;
2.3.2. from multiple locations, we recommend that you register and update the location information associated with it whenever you access the telephony service from a new location.

3. Responsibility for usage

3.1. You are liable for all calls, messages, data, and any other usage, which:
3.1.1. originate from or appear to us to originate from your network;
3.1.2. originate from or appear to us to originate directly from you;
3.1.3. present to us with your identifying data (including, but not limited to, your username and password),
3.1.4. irrespective of whether or not they were generated or authorised by you or your users, and including those generated as a result of fraudulent activity by a third party.
3.2. You are responsible for keeping your account credentials secret and for securing your network and equipment. If you become aware of a compromise, you must immediately change your account password(s) and other security devices and notify us. This does not limit your responsibility and liability under clause 3.1 of this schedule.
3.3. You must comply with the provisions of B1 of Ofcom’s General Conditions of Entitlement, the provisions of the National Telephone Numbering Plan, and the Non-provider Numbering Condition, in each case as defined if Ofcom’s General Conditions of Entitlement.
3.4. We may take steps to identify apparent fraudulent activity on your account and automatically suspend your service for outgoing calls if we find such activity. We will contact you (by email) if this happens.

4. Directories

4.1. Unless compelled to do so, we will not include your personal data in any directory.
4.2. You can request a printed telephone directory from us for any geographic area.

5. Calling line identification facilities (CLI)

5.1. You must not send CLI data that Ofcom would regard as invalid or non-diallable.
5.2. If you send invalid or non-diallable CLI, you indemnify us from this.
5.3. We may attempt to detect invalid or non-diallable CLI data, and we may block calls which appear to us to have invalid or non-diallable CLI data. This may affect incoming and outgoing calls. We are not responsible for any losses which you might suffer as a result of this.

6. Pricing

6.1. Our pricing is set out in our price book or quote to you.
6.2. We may vary our prices from time to time, and we can do this without notice to you.
6.3. You are responsible for checking the charges which apply to any calls which you or your users make.

7. Service limitations

7.1. You agree that we are not required to provide you with access to numbers or ranges, where is it not technically and economically feasible for us to do so.

8. Phone Numbers

8.1. You do not own any phone numbers or other identifiers which we allocate to you.
8.2. While we will use reasonable efforts to avoid doing so, and to give you such notice as is possible and reasonable in the circumstances if we intend to do so, we may change the phone numbers or other identifiers allocated to you. We are not responsible for any costs or losses suffered by you if we do so.

9. Portability

9.1. Our charges for number portability are available on request.
9.2. If you are a communications provider, you are not entitled to number portability and must not request or attempt to request number portability, unless you have received a request from the relevant subscriber to port the relevant number(s).

10. Artificially-inflated traffic

10.1. You must not use the services in a way that constitutes artificial inflation of traffic (as set out in Annex E of BT’s Network Charge Control Standard Interconnect Agreement).
10.2. You indemnify us from any fraud or artificial inflation of traffic.

11. Termination

11.1. On termination of this agreement or these services, you will automatically, immediately, and irrevocably, lose access to (and will not be able to recover) any telephone numbers we have allocated to you.
11.2. We shall not be liable for any losses to you arising from this.
11.3. The following clauses of this schedule shall survive termination or expiration of this schedule: 9.2 and 12.2.

12. Alternative dispute resolution

12.1. In addition to your rights under clause 14 of the general terms, you may refer a dispute to our alternative dispute resolution scheme, of which details are available on request, if:
12.2. you are a domestic or small business customer, as defined in Ofcom’s General Conditions of Entitlement;
12.3. the dispute is in connection with our provision of services to you under this schedule;
12.4. you are entitled to refer the dispute to our alternative dispute resolution scheme; and
12.5. your complaint is not frivolous or vexatious.
12.6. If you are not entitled to refer the dispute to our alternative dispute resolution scheme, you must not do so or attempt to do so. If you breach this clause, you shall be liable for any costs we incur (including our legal fees, and any compensation the alternative dispute resolution scheme requires.