Terms & Conditions

Agreements

Our General Terms and Conditions apply to any Service the Customer buy from Next Communications & Security Ltd (“Next Comms”) and should be read in conjunction with the agreed Schedule(s), Order Form, and Variations, if any, which together forms the Agreement.

The separate terms and conditions for particular services or products are in the Schedule(s) and should be read in addition to the General Terms.

The Customer can read our Agreement by clicking on the product or service the Customer have with Next Comms below:

• General Terms & Conditions
• Schedule 1 Purchase Equipment Terms & Conditions
• Schedule 2 Maintenance Terms & Conditions

Privacy Policy

Our Privacy Policy covers how we collect and use the Customers personal information. The Customer can read our Privacy Policy here.

Acceptable Use Policy

Our Customers should be able to use our services to express themselves and share information, however, we also believe that there should be certain rules on how our services are used to protect the safety and rights of other users.

Our Acceptable Use Policy explains what those rules are and what action we may take if the Customer breach them.

Updates to Agreements

From time to time Next Comms may make changes to our terms and conditions. When we do, we’ll let the Customer know.

General Terms & Conditions

These are the General Terms and Conditions (“General Terms”) that apply to any Service the Customer buy from Next Communications & Security Ltd (“Next Comms”) and should be read in conjunction with the agreed Schedule(s), Order Form, and Variations, if any, which together forms the Agreement.

1. Definitions

1.1. In these General Terms, the following terms shall have the below meanings:

a) “Agreement” means the contract between the Customer and Next Comms that is made of these General Terms, Schedule(s), Order Forms and any agreed variations;

b) “Customer” (including all Users of the Services) means the person or entity entering into this Agreement with Next Comms;

c) “Next Comms” means Next Communications & Security Ltd registered in England & Wales (No. 02223343) with registered address: Unit 3, Old Farm Court, Nursling Street, Southampton, SO16 0AJ;

d) “Acceptable Use Policy” means Next Comms policy on Acceptable Use which can be viewed at www.NextComms.co.uk (or at any other online address that Next Comms advises) detailing the rules which should be followed when using the Service;

e) “Applicable Law” means all laws of England and Wales (or as maybe amended from time to time) that apply to the provision or receipt of the Services;

f) “Privacy Policy” means the policy that Next Comms has implemented and may update from time to time on how it processes and protects personal data;

g) “Business Day” means Monday to Friday excluding weekends and public bank holidays;

h) “Termination Charges” means any compensatory charges payable by the Customer to Next Comms on cancellation or termination of the Services and/or this Agreement; i) “Charges” means the fees and charges that the Customer must pay to Next Comms in relation to the Services;

j) “Claim” means any legal claims, actions, or proceedings against a Party under this Agreement, whether threatened or actual;

k) “Confidential Information” means confidential information either of us (or each of our officers, employees, agents, subcontractors, suppliers, advisers or affiliates) gives the other after the date of the Contract, no matter how it is recorded, stored or disclosed and includes: (a) the Agreement, (b) information about technical or commercial know-how, specifications, inventions, processes or initiatives; or (c) any information a reasonable business person would see as confidential about: (i) the business, affairs, customers, clients, subcontractors, suppliers, plans or strategy of either of us or our Affiliates; and (ii) the operations, processes, product information, know-how, designs, trade secrets or software of either of us or our affiliates;

l) “Customer Personal Data” means Personal Data provided by the Customer that Next Comms needs to process in providing the Services under the Agreement;

m) “Data Protection Legislation” means the Data Protection Act 2018 and any subsequent amendments and or guidance;

n) “Force Majeure Event” means any event that is considered beyond a parties control and that stops delays one or both parties from performing under the Agreement, including: (a) natural event including a flood, a storm, lightning, a drought, an earthquake or seismic activity; (b) an epidemic or a pandemic; (c) a terrorist attack, civil war, civil commotion or riots, war, the threat of war, preparation for war, an armed conflict, an imposition of sanctions, an embargo or a breaking-off of diplomatic relations; (d) any law made or any action taken by a government or public authority, including not granting or revoking a licence or a consent; (e) collapsing buildings, a fire, explosion or accident; or (f) any labour or trade dispute, a strike, industrial action or lockouts.

o) “Insolvency Event” means any of the following events that occurs where one party: (a) becomes the subject of a bankruptcy order: (b) becomes insolvent; (c) makes any arrangement or composition with its creditors, or assignment for the benefit of its creditors; (d) goes into voluntary or compulsory liquidation, except for reconstruction or amalgamation purposes; (e) stops trading or operating; (f) owns any assets that are material to the operations of all or substantially all of its business that are seized or have a receiver or administrator appointed over them; or (g) faces any of these situations because a notice is given, a petition is issued, a resolution is passed, or any other step is taken in their jurisdiction.

p) “Intellectual Property Rights” means any trademark, service mark, trade and business name, patent, petty patent, copyright, database right, design right, community design right, semiconductor topography right, registered design, right in Confidential Information, internet domain name, moral right and know-how, or any similar right in any part of the world. Any applications for registering any of these rights that can be registered in any part of the world are also included.

q) “Minimum Term the minimum initial period of service for each Service as shown on the Order Form, such period to start on the Effective Date. The Customer cannot terminate the Agreement during this time period;

r) “Renewal Period” means any period of Service after the Minimum Term has automatically been renewed unless terminated in accordance with this Agreement;

s) “Minimum Call Spend” means the minimum monthly call spend the Customer must achieve and is £0 unless otherwise agreed in the Order Form;

t) “Notice” means any notice given to a party in accordance with the Agreement

u) “Order” or “Order Form” means the document provided to the Customer detailing the Services agreed under the Agreement;

v) “Purchased Equipment” means any equipment, including any software, that Next Comms sells or licenser the Customer;

w) “Schedule(s)” means the Maintenance Schedule and/or Purchase Equipment Schedule

x) “Services” means the services that Next Comms provides the Customer under the Agreement (as detailed in the Order Form); y) “Service Equipment” means any equipment or software provided by Next Comms to the Customer for the provision of the Service(s);

z) “Service Start Date” means the date that Next Comms first makes the Services available to the Customer;

aa) “Site” means any place identified in the Order Form or to which Next Comms provides the Services;

bb) “User” means any person the Customer allows to use the Services;

cc) “Maintenance” means any work on the Next Comms network, Service Equipment or Purchased Equipment including to maintain or repair the Next Comms Network, Service Equipment or Purchased Equipment.

dd) “Customer Target Date” means the date provided by Next Comms on which delivery of the Service (or each part of the Service, including to each Site) is estimated to start.

2. Order of Documents

2.1. If there is a conflict between any of the documents, the order or priority shall be (highest first):

a) Any variations

b) Order Form

c) Schedule(s) (where the Schedule Service(s) are being provided)

d) These General Terms

3. Acceptance & Term

3.1. These General Terms are deemed accepted upon the Customer signing the Order Form and upon Next Comms confirming receipt of the signed Order Form.

3.2. The Service(s) shall commence (the “Effective Date”) upon the Delivery and/or installation of the Service or Purchased Equipment.

3.3. The Agreement shall continue until the Agreement is terminated under these General Terms (however so arising)

3.4. Minimum Term and Renewal Periods

a) Unless the Customer gives Notice of an intention to terminate the Service at least 30 days before the end of the Minimum Term or a Renewal Period (“Notice of Non-Renewal”), at the end of the Minimum Term or any subsequent Renewal Period, the Service will automatically extend for the Renewal Period, and both Parties will continue to perform their obligations in accordance with the Agreement.

b) In the event that the Customer gives a Notice of Non-Renewal, Next Comms will cease delivering the Service at the time of 23:59 on the last day of the Minimum Term or subsequent Renewal Period.

4. The Services

4.1. Next Comms agrees to provide the Services and the Customer agrees to use and pay for the Services as per the Agreement.

4.2. The Customer may request, by giving Next Comms Notice, a change to:

a) an Order for the Service (or part of an Order) at any time before the applicable Service Start Date; or

b) the Service at any time after the Service Start Date, and where Next Comms agrees to the change the Customer will pay any additional Charges.

4.3. Next Comms has no obligation to proceed with any change that the Customer request.

4.4. If Next Comms changes a Service prior to the Service Start Date because the Customer has given Next Comms incomplete or inaccurate information, Next Comms may, acting reasonably, apply additional Charges.

Next Comms Obligations

4.5. Next Comms will:

a) Provide the Customer with a Customer Target Date and will use reasonable endeavours to meet this Customer Target Date.

b) Provide the Services with the care and skill that would reasonably be expected of a competent telecommunications service provider in the circumstances.

c) Comply with all Applicable Law

d) Provide information relating to the Customers usage of the Services, to authorities, regulators, and law enforcement agencies, if it is legally required to; and

e) If applicable to the Services, take reasonable steps to ensure security of the Services

4.6. Ensure that it responds to any reported Fault or error with the Services as soon as reasonably practicable during Next Comms usual business hours and shall use all reasonable endeavours to correct any reported Fault or error within Next Comms control.

4.7. Next Comms may change the Services so long as the performance of the Services are not materially adversely affected. These changes may include introducing or removing features of the Services, or replacing the Services with a materially equivalent service.

Customer Obligations

4.8. The Customer will:

a) Provide Next Comms with the information required to set up and provide the Services. The Customer shall ensure that the information provided is accurate and complete and provided without undue delay. Next Comms shall have no liability for any delays to the commencement of the Services or the Customer Target Date where the Customer has not provided the information required in a timely manner, is inaccurate, or incomplete.

b) Comply with all Applicable Law

c) Ensure that where required, they will get all consents, licences, permissions and authorisations for Next Comms to provide the Services to the Site(s), including:

i. Making alterations to buildings

ii. Access to the premise(s)

iii. Dealing with local authorities, landlords, or owners

iv. Installing Service Equipment or Purchased Equipment

v. Using the Service(s) over the Customer network or at a Site

d) The Customer shall ensure that the Customer Equipment is in proper working order and complies with all applicable standards and approvals for network connection.

5. Access & Service Equipment

5.1. The provision of the Service(s) may require the implementation of an access code(s):

a) By reprogramming the Customers equipment (by the Customer) where the Customer has least cost routing employed;

b) By the implementation of the Purchased or Service Equipment;

c) Via Carrier Pre-Selection;

5.2. Next Comms (or its authorised agent) shall provide and install any Service Equipment required for the provision of the Service(s) at the Customer’s site.

5.3. Next Comms shall advise the Customer of an estimated installation or delivery date but Next Comms shall accept no liability for failure to meet this estimated date.

5.4. The Service Equipment shall at all times remain the property of Next Comms and shall be provided to the Customer for no longer than the duration of this Agreement.

5.5. The Customer warrants that it shall not (nor shall it allow any other person) to:

a) Add to, modify, disassemble, or any way interfere with the Service Equipment; and

b) the Customer accepts that it shall be liable for any loss or damage to the Service Equipment howsoever caused, except where such loss or damage is due to either wear and tear or by Next Comms or their authorised agent.

6. Acceptable Use

6.1. The Customer shall ensure that the Service(s) are used in accordance with the Acceptable Use Policy and at no time are used either by the Customer or any third party for any fraudulent, criminal, defamatory, offensive, obscene or abusive purpose or so as to constitute a violation or infringement of the rights of Next Comms or any third party.

6.2. The Customer hereby undertakes to comply with all Applicable Laws and regulations and all reasonable instructions of Next Comms in relation to its use of the Service(s) and the Service Equipment (if any).

6.3. If the Customer does not comply with the Acceptable Use Policy, they will be liable for any Claims, losses, costs or liabilities that Next Comms incurs as a result.

6.4. Next Comms, when there is a serious breach of the Acceptable Use Policy, will report the Customer and provide relevant personal information, including Personal Data, to the relevant law enforcement agency.

7. Payment

7.1. The Customer shall pay the Charges for the Services as set out on the Order Form (or subsequent Variations). This includes all Charges resulting from unauthorised access or fraudulent use.

7.2. Charges payable shall be calculated in accordance with Next Comms records and logging system.

7.3. If the Customer fails to meet the Minimum Call Spend each month, Next Comms shall charge the Customer for any shortfall.

7.4. The Customer will pay all Charges to Next Comms by direct debit unless otherwise agreed by Next Comms.

7.5. Where the Customer do not pay by direct debit, Next Comms will:

a) Charge a processing fee of £5 per invoice; and

b) Deduct the payment processing fee from any money received before any payment is allocated against the Charges for the Services.

7.6. Unless the invoice is disputed under the clause, the Customer will pay each invoice via direct debit within 10 Business Days of the invoice date. The Customer will pay the amount in full to Next Comms bank account, without any set-off, counterclaim, deduction or withholding.

7.7. If payment is not received by the due date and the invoice is not disputed in accordance with these General Terms, Next Comms shall reserve the right to:

a) charge late payment fee of 1.5% per month on any unpaid overdue balance; or

b) charge interest on the unpaid amount at an annual rate of 4% above the Bank of England’s base lending rate at the date of calculation, or at the maximum rate applicable by law, whichever is less. The interest will build up and be compounded each day, from the date the invoice was due to the date it is paid to Next Comms; and

c) restrict or suspend the Services as per clause 10.

7.8. The Customer will pay Next Comms any reasonable costs that Next Comms incurs when recovering any amount the Customer owes Next Comms, including debt collection agency and legal costs.

7.9. Next Comms reserve the right to reduce the number of days the Customer have to pay from 10 Business Days where the Customer has been issued a profit warning, a previous Late Payment warning from Next Comms, or any Credit Agency reduces the Customer credit rating, and Next Comms reasonably considers that this will affect the Customers ability to pay invoices.

7.10. As part of Next Comms credit management procedures, Next Comms may at any time:

a) Require the Customer to pay a deposit, pay the Charges in advance, or provide a guarantee as security for payment of future invoices by the means requested by Next Comms;

b) place a limit on the Customers account for accumulated Charges which if reached, would enable Next Comms to suspend the Services (under clause 10) until payment is received in full; and

c) Carry out a credit check on the Customer. The Customer will provide Next Comms or its agents with any information it or they may reasonably require for this. In doing so, Next Comms may register information about the Customer and the Customers account with credit reference agencies. This information may then by used by Next Comms and other lenders to make credit decisions about the Customer and may be used to prevent fraud and to trace debtors.

7.11. If any invoice is disputed, the Customer must notify Next Comms within 5 days of the invoice date. Any undisputed amount shall be paid in accordance with these General Terms.

7.12. Upon reaching a settlement for the disputed amount, the Customer will pay the settlement amount within 7 days of agreement.

7.13. Where the supplier has increased its fees and prices, Next Comms reserve the right to increase all affected prices giving not less than 30 days prior written notice to the Customer.

7.14. Annual Price Increase

a) Next Comms reserves the right to include an annual increase to Recurring Charges (rounded up to the nearest whole pence) by a percentage comprised of i) the annual percentage increase in the Consumer Price Index (CPI) rate figure published by the Office for National Statistics in January of that year (ignoring any negative figures) plus ii) 3.9% (“Annual Price Increase”).

b) If applicable the Annual Price Increase will take effect on bills dated on or after 1st April of each year beginning on 1st April 2022. If the CPI figure is negative in the relevant year, Next Comms will only increase Recurring Charges by 3.9%. The change to Recurring Charges as a result of the Annual Price Increase will not cause the Customer material detriment and will not give the Customer the right to terminate the Agreement without paying Termination Charges.

8. Data Protection, Confidentiality & Intellectual Property

Intellectual Property

8.1. Intellectual Property Rights will remain the original owner’s property whether the rights existed before the Agreement or came after it.

8.2. If Next Comms provides the Customer with Software so the Customer can use the Services, Next Comms gives the Customer a non-transferable and nonexclusive licence to use the Software only for the purposes and in the manner set out in the Order Form. As well as any terms of the Agreement, the Customer will also comply with any third party terms that Next Comms make known to the Customer that apply to the use of the Software or Services.

8.3. The Customer will not and will ensure that their Users do not, copy, decompile, modify or reverse engineer any Software, or let anyone else do that, unless it is allowed by law or Next Comms has given the Customer permission in writing.

8.4. The licence Next Comms gives the Customer above will continue as long as Next Comms provides the Customer with the relevant Services.

8.5. If the Customer uses of the Services infringes, or allegedly infringes, someone else’s Intellectual Property Rights, Next Comms will indemnify the Customer for Claims, losses, costs or liabilities brought against the Customer as long as the Customer:

a) tells Next Comms promptly about the Claim;

b) give Next Comms complete control of the Claim straightaway;

c) do not say anything publicly about the Claim, or do anything that harms Next Comms’ defence of it; and

d) do what the Customer can to help Next Comms with the Claim.

8.6. The indemnity above will not apply to any part of a Claim that results from or is connected with:

a) The Customers use of any of the Services with equipment, software or another service Next Comms has not supplied;

b) The Customer modifying the Services without Next Comms’ permission;

c) any content, designs or specifications that have not been supplied by Next Comms or on Next Comms’ behalf; or

d) The Customer using the Services in a way Next Comms has not agreed or not in accordance with the Acceptable Use Policy.

8.7. The Customer will indemnify Next Comms for any Claims, losses, costs or liabilities brought against Next Comms that results from or is connected with:

a) The Customers use of the Service with equipment, software or another service Next Comms has not supplied;

b) the Customer modifying the Service, without Next Comms’ permission;

c) any content, designs or specifications that have not been supplied by Next Comms or on Next Comms’ behalf; or

d) the Customer using any of the Service in a way not permitted by this Agreement or not in accordance with the Acceptable Use Policy.

8.8. The Customer will stop any activity that led to the Claim against Next Comms as soon as Next Comms gives the Customer Notice or the Customer become aware, or should reasonably have become aware, that the Customer activity was causing a Claim against Next Comms, and Next Comms may ask the Customer to actively defend or settle the Claim.

8.9. If using the Services leads to a Claim against the Customer as above, or Next Comms believes it is likely to lead to one, Next Comms may, at Next Comms’ expense:

a) Obtain the Customers the right to continue to use the Services; or

b) modify or replace the relevant parts of the Services so that using the Services no longer infringes someone else’s Intellectual Property Rights, as long as the performance of the relevant parts of the Services is not materially affected.

8.10. The indemnity and the actions above are the only remedies the Customer will have for Claims that the Customers use of the Software infringes someone else’s Intellectual Property Rights.

Confidentiality

8.11. Both Parties will both keep all Confidential Information confidential and neither Party will disclose it, unless required:

a) to meet responsibilities or to receive any benefit under the Agreement, and then only to employees, agents, Affiliates, officers, directors, advisers, subcontractors and suppliers, who need to know;

b) because Applicable Law, a government or regulatory authority, or court of competent jurisdiction requires it and the party disclosing it will give the other as much notice as reasonably possible before any disclosure.

8.12. The party disclosing the Confidential Information under this Agreement will ensure that the people receiving it comply with these obligations.

8.13. Each Party will return or destroy any of the other’s Confidential Information within a reasonable time of the other requesting this by giving Notice.

8.14. These Confidentiality clauses will stay in place for a period of three years following the end of this Agreement.

Data Protection

8.15. In this Agreement, the following terms each have the meaning given to it in the GDPR: “Binding Corporate Rules”, “Controller”, “Data Subject”, “Personal Data”, “Personal Data Breach”, “Processing”, “Processor” and “Supervisory Authority”.

8.16. Under this Agreement, for Next Comms to provide a Services, Personal Data may be:

a) used, managed, accessed, transferred or held on a variety of systems, networks and facilities (including databases) worldwide; or

b) transferred by Next Comms worldwide to the extent necessary to allow Next Comms to fulfil its obligations under this Agreement and the Customer appoint Next Comms to perform each transfer in order to provide the Services provided that Next Comms will rely on appropriate transfer mechanisms permitted by Data Protection Legislation.

8.17. Next Comms will be either Controller, Processor or both under the Agreement depending on the type of Personal Data Processed and the purpose of the Processing.

8.18. If Next Comms acts as a Controller:

a) Next Comms may collect, Process, use or share Personal Data with Next Comms affiliates and sub- processors, within or outside the country of origin in order to do any or all of the following:

i. administer, track and fulfil Orders for the Service;

ii. implement the Service;

iii. manage and protect the security and resilience of any Service Equipment, the Network and the Services;

iv. manage, track and resolve Faults (as defined in the Schedule(s)) with the Services as set out in the Order Form;

v. administer access to online portals relating to the Service;

vi. compile, dispatch and manage the payment of invoices;

vii. manage the Agreement and resolve any disputes relating to it;

viii. respond to general queries relating to the Service or Agreement; or

ix. comply with Applicable Law;

b) Next Comms will Process the Personal Data in accordance with applicable Data Protection Legislation and as set out in the Next Comms Privacy Policy; and

c) Next Comms may, from time to time, contact the Customer to provide additional information concerning the Service or other similar services.

8.19. If Next Comms acts as a Processor:

a) the subject-matter, duration, nature and purpose of the Processing, the type of Customer Personal Data and categories of Data Subjects will be agreed;

b) in order to perform its obligations under the Agreement, Next Comms will:

i. Process the Customer Personal Data on the Customer behalf in accordance with the Customer documented instructions, except where:

a. Applicable Law requires Next Comms to Process the Customer Personal Data otherwise, in which case, Next Comms will notify the Customer of that requirement before Processing, unless to do so would be contrary to that Applicable Law on important grounds of public interest;

b. in Next Comms’ reasonable opinion an additional instruction or a change to the instructions provided by the Customer infringes the Data Protection Legislation and Next Comms will inform the Customer of its opinion without undue delay and will not be required to comply with that instruction;

ii. to protect the Customer Personal Data against a Personal Data Breach, implement technical and organisational security measures, including those that may be set out in the Schedule(s), that are appropriate to the risk represented by Next Comms’ Processing and the nature of the Customer Personal Data being Processed;

iii. provide Notice to the Customer without undue delay after becoming aware of a Personal Data Breach affecting the Customer Personal Data;

c) unless Applicable Law requires Next Comms to store a copy of the Customer Personal Data, upon expiry or termination of the Agreement and at the Customer option, Next Comms will delete or return the Customer Personal Data within a reasonable time period;

d) Next Comms will not disclose Customer Personal Data to a third party unless required for the performance of the Service, permitted under the Agreement or otherwise required by Applicable Law;

e) Next Comms will ensure that persons authorised by Next Comms to Process the Customer Personal Data will be bound by a duty of confidentiality;

8.20. the Customer will comply with applicable Data Protection Legislation and will fulfil all the requirements necessary for the provision of the Service by Next Comms, including providing any notifications and obtaining any regulatory approvals or consents required when sharing Personal Data with Next Comms; and the Customer will only disclose to Next Comms the Personal Data that Next Comms requires to perform the Service.

8.21. If permitted by Applicable Law:

a) a party in breach of the Data Protection Legislation or this Clause will be liable to the other for any losses, costs and liabilities (including those arising from Claims) incurred or suffered by the other party where those losses, costs and liabilities are caused by, or in connection with, that breach including where the parties are jointly and severally liable; and

b) where the parties are jointly and severally liable for a Claim caused by Processing neither party will make any payment or any offer of payment to any Data Subject (including third parties acting on behalf of any Data Subject) in response to any Claim caused by or relating to the Processing of Personal Data, without the prior written agreement of the other party.

9. Liability

9.1. The Agreement excludes, as far as the law allows, any warranties, conditions or other terms that might be implied by statute or common law.

9.2. Nothing in the Agreement excludes or limits the liability of either Party for:

a) death or personal injury caused by either Party being negligent;

b) fraud or fraudulent misrepresentation; or

c) any other liability that cannot be excluded or limited under Applicable Law.

9.3. Other than for those matters set out above, neither Party will be held liable, regardless of how that liability arose, under or in connection with the Agreement, and whether in contract, tort (including negligence or breach of statutory duty), misrepresentation (whether innocent or negligent), restitution, or in any other way, for:

a) any of the following losses, no matter if those losses are direct or indirect:

i. loss of profit, revenue or anticipated savings;

ii. loss of business or contracts;

iii. loss of goodwill;

iv. loss from wasted expenditure, wasted time, or business interruption;

v. loss, destruction or corruption of data;

vi. liability to any third parties unless a Clause in the Agreement says something different; and

vii. any special, indirect or consequential loss or damage.

d) Other than for those matters set out above, the total liability of either Party, regardless of how that liability arose and regardless of the number of claims, under or in connection with the Agreement, and whether in contract, tort (including negligence or breach of statutory duty), misrepresentation (whether innocent or negligent), restitution, or in any other way, will be limited to the greater of:

i. £20,000, and

ii. an amount equal to:

a. where the first incident occurs in the first 12 months of the Agreement, the Charges that were paid or payable by the Customer, or would have been paid or payable by the Customer had the incident not occurred, for the first 12 months from the Effective Date; or

b. where the first incident occurs at any other time, 125% of the total annual Charges that were paid or payable by the Customer, from the Effective Date to the date when the first incident occurred.

9.4. The Customer is liable to:

a) pay any Charges including any interest payable under these General Terms and any taxes due in connection with the Charges, together with any interest, fines and penalties payable due to the Customer failure to correctly withhold and pay the taxes where applicable;

b) refund any Service Credits; or

c) pay any Termination Charges, are in addition to and will not be counted towards the limitations set out in herein

9.5. Both Parties will take reasonable steps to mitigate each other’s losses, even where that loss occurs as a result of anything that may give rise to a Claim under an indemnity.

9.6. Next Comms recommends that the Customer obtain business continuity (or other) insurance that is appropriate for the nature of their business.

10. Suspension & Termination

10.1. Next Comms may at its sole discretion elect to suspend or restrict the Service(s) until further notice without liability upon notifying the Customer in writing under the following circumstances:

a) If Next Comms needs to carry out maintenance;

b) If the Customer prevents or repeatedly delays any prearranged maintenance from being carried out;

c) If the Customer is suspected (in Next Comms reasonable opinion) of involvement with fraud or attempted fraud, or any other criminal activity, in connection with this use of the Service(s);

d) To implement an agreed change to the Services;

e) If the Customer is in breach of the terms of this Agreement;

f) If the Customer does not pay Next Comms in accordance with these General Terms;

g) If Next Comms if required by law, instruction, order or request given by any government body or emergency service agency;

h) If the Customer has reached the maximum call limit agreed (in the Order Form); and/or i) If Next Comms reasonably believes:

i. The Customer has not complied with the Acceptable Use Policy; or

ii. It needs to in order to protect the integrity or security of the Next Comms network

10.2. If Next Comms restricts or suspends the Services because of one or more of the above reasons: a) The Customer will still have to pay the Charges that are payable for the Services until the Services are terminated under these General Terms; b) Next Comms may apply a re-activation Charge of £25 + VAT per line to re-commence the Services.

Cancelling prior to the Commencement Date

10.3. The Customer may cancel an Order by giving Next Comms Notice, as long as the Notice reaches Next Comms prior to the Service Start Date.

10.4. If the Customer cancel an Order in accordance with the above clause then the Customer will pay any Termination Charges that are described in the Schedule(s). If there are none but Next Comms has incurred any costs in order to prepare provide the Customers Service, including cancellation charges from a Next Comms Subcontractor or other costs payable to a third party, the Customer will pay Next Comms those costs that are reasonable.

Mutual Termination & Breaches

10.5. Either Party at any time on or after the relevant Service Start Date can terminate the Agreement in whole or in part by giving Notice in accordance with these General Terms and pay any Termination Charges due.

10.6. The Customer may terminate the Services by giving 30 days written Notice prior to the end of the Minimum Term or any subsequent Renewal period.

10.7. The required Notice period for terminating above is:

a) As set out in the Schedule(s); or

b) If it is not set out in the Schedule(s), 30 days.

10.8. As long as the Termination Charges have been paid, Next Comms may agree to a shorter Notice Period.

10.9. Either Party may terminate the Agreement in whole or in part with immediate effect by giving the other party Notice to terminate if:

a) The other materially breaches the Agreement and, where it is possible, they do not put the situation right within 30 days after Notice of their breach;

b) The other party materially breaches the Agreement and the situation cannot be put right within 14 days; or

c) An Insolvency Event applies to the other;

And each Party will each have to pay the other the amounts referred to in clause 10.

10.10. Next Comms may terminate the Agreement, if the Customer fails to make payment of invoices due under this Agreement.

10.11. Upon Termination of this Agreement, the Customer shall allow prompt access to Next Comms for the removal of any Service Equipment supplied under the Service(s).

10.12. If the Agreement is terminated under clause 10.9 prior to the end of the Minimum Term (save where Next Comms is in breach), the Customer shall pay any de-installation and collection costs of the Service Equipment, as well as £200 for the de-installation of each multi-line auto dialler (if any).

10.13. Any consequential re-programming of the Customer Equipment shall be the Customers responsibility and at the Customers expense.

10.14. In the event of the Customer seeking to cancel or terminate this Agreement in circumstances when it is not entitled to do so then the Customer shall be liable to pay Next Comms:

a) all loss of profit from the date of the purported termination/cancellation until the expiry of the Minimum Term or the relevant Renewal Term;

b) all expenses incurred by Next Comms as a result of such purported termination or cancellation;

c) all costs and expenses (including any reasonable legal costs and disbursements) arising out of the Customers breach of this Agreement.

11. Force Majeure

11.1. If there is a Force Majeure Event the party whose performance is affected by the Force Majeure Event will:

a) Take all reasonable steps to find a solution by which the Agreement may be performed despite the continuance of the Force Majeure Event;

b) Inform the other party as soon as it reasonably can on the nature and extent of the Force Majeure Event affecting the Service and the reasonable steps which are being taken to find a solution by which the Agreement may be performed despite the continuance of the Force Majeure Event

c) Not be liable for failing to do something they should have done, or for not doing it completely or on time to the extent that this is caused by the Force Majeure Event

d) Get a reasonable amount of extra time to perform the obligation that is affected by the Force Majeure Event; and

e) Still be liable for any breaches of Agreement prior to the Force Majeure Event where the other party has used their rights under clause 10.

11.2. Nothing in this clause affects the Customers obligation to pay Next Comms any amounts payable under the Agreement on time and in accordance with these General Terms.

11.3. Subject to the occurrence of a Force Majeure Event, Next Comms will not be liable if it fails to provide carry out any obligations under this Agreement to the extent that Next Comms failure is due to:

a) The Customers failure to carry out any of the Customers responsibilities under the Agreement, or not carrying them out in a timely manner, in which case the Customer will pay Next Comms for any reasonable costs incurred as a result of the Customers failure.

b) Anyone other than Next Comms, our Affiliates, subcontractors or suppliers (a third party) failing under to provide a service required for Next Comms to provide the Services.

c) Restriction or prevention by Applicable Law, a court order, an application for interlocutory relief or injunction.

11.4. If a Force Majeure Event means that the Services are completely and continuously unavailable for more than 30 consecutive days, either Party can terminate the Agreement straightaway by giving the other Notice, as long as the Force Majeure Event is still having an effect when the Notice is received, and each Party will each have to pay the other and Termination Charges detailed in in the clause 10.

12. Service Availability & Access

12.1. While Next Comms will use reasonable endeavours to ensure that the Services are available for use by the Customer, the Customer accepts that a fault-free service is not guaranteed and the quality of the Services may depend on the availability, level of usage, and location of the Customers network.

12.2. In the event of failure of the Service(s) under this Agreement, Next Comms shall not be liable to the Customer for any costs incurred should the Customer divert its telecoms to another provider.

13. Governance & Jurisdiction

13.1. The laws of England and Wales will apply to the Agreement and any disputes or Claims in connection with or arising from the Agreement.

13.2. Only the courts of England and Wales will be able to rule on any disputes or Claims in connection with or arising from the Agreement.

14. Dispute Resolution

14.1. Both Parties will reasonably endeavour to settle any dispute or claim that occurs under or in relation to this Agreement.

14.2. The Parties will try to resolve any complaint or dispute that the other may have in accordance with the procedure set out below. If the matter is not resolved through that procedure, then it may be referred to adjudication, where appropriate.

14.3. Both Parties will use the following dispute resolution process:

a) the affected Party will provide Notice of the complaint that clearly sets out the full facts and includes relevant supporting documents;

b) Both Parties will use reasonable endeavours to settle the dispute within 14 days of getting the complaint and will make sure to give regular updates to the other during the 14 days;

c) if the dispute is not settled after 14 days (or any other period agreed by both Parties in writing), the dispute can be escalated to a senior executive level; and

d) if the dispute is still not settled 14 days after it is escalated, the Parties will consider mediation as set out below.

14.4. Either Party may, by giving Notice to the other, propose a mediator, in which case:

a) unless both Parties agree to another date, the other party will either confirm their acceptance of the mediator or propose another mediator within 7 days of the date of the Notice;

b) if both Parties cannot agree on the choice of mediator within a further 15 days, the mediator will be appointed by the London Court of International Arbitration or an equivalent independent body;

c) unless both Parties agree otherwise, any mediation will happen in London, in English; and

d) unless both Parties agree otherwise, they will both share the costs of mediation equally.

14.5. Nothing in this Clause stops either Party:

a) seeking interlocutory or other immediate relief if a Party is at risk of imminent harm;

b) going to a court of competent jurisdiction if either Party considers it reasonable; or

c) applying any other remedy available under this Agreement or by law.

15. Notices

15.1. If a Party needs to give the other Notice, they will do it in writing, in English and:

a) deliver it by hand; or

b) send it by first class post, recorded delivery or courier.

15.2. Notices need to be sent to:

a) Next Comms, at the postal address shown on the invoice or any other address that Next Comms tells the Customer to send Notices to; or

b) The Customer, at the address that Next Comms is asked to send invoices to, the address of the Customer Site, the Customer’s primary email address, or, if the Customer is a limited company, the registered office address as of the date of the Notice or any other address or email address that the Customer informs Next Comms to use by giving Notice to Next Comms.

15.3. The recipient is deemed to have received the Notice on the date (or if the date is not a Business Day, then on the next Business Day):

a) of transmission, if it is an email;

b) the Notice is left at the address or someone signs for it on behalf of the addressee, if it is delivered by hand or sent by courier; or

c) three days after posting, if it is sent by first-class post or recorded delivery.

16. Miscellaneous

16.1. The Customer may assign the benefit of the Agreement to a Third Party with prior written consent of the Next Comms (which shall not be unreasonably withheld).

16.2. A person who is not a party to the Agreement will not have any right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Agreement, even if a term seems to give the party a particular benefit.

16.3. Unless otherwise agreed, the Agreement does not:

a) set up any partnership, exclusive arrangement or joint venture between the Parties;

b) make a Party the agent of the other; or

c) authorise either Party to enter any commitments for, or on the behalf of, the other.

16.4. Failure to exercise, or any delay in exercising, any right or remedy provided under this Agreement or by law shall not constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy.

16.5. If any court of competent jurisdiction finds that any part of the Agreement is illegal, invalid or unenforceable, that part will be considered removed, but no other part of the Agreement will be affected.

16.6. If any illegal, invalid or unenforceable part of the Agreement would be legal, valid or enforceable if part of it were removed, both Parties will negotiate in good faith to change the Agreement so it reflects what was originally intended as much as possible.

16.7. The Agreement sets out the whole agreement between both Parties and replaces any previous communication between them.

16.8. The Customers own standard terms are not part of the Agreement even if they are provided to Next Comms before signing the Agreement, or if sent to Next Comms or referred to them in an Order.

16.9. By agreeing the Agreement, each Party acknowledges they have not relied on any representation, warranty, collateral contract or other assurance (made negligently or innocently) except for the ones in the Agreement. Each Party also waives all rights and legal remedies they might have had if it were not for this Clause.

16.10. The Agreement can be signed on one or more copies. Any single counterpart, or a set of counterparts signed, in either case, by both Parties will constitute a full original of the Agreement for all purposes.