Terms and Conditions

1. TERMS

1.1 The Customer Terms cover the following Services:

    a. Business Broadband Bundles; and
    b. Calls and Line Rental.

2. ORDERING SERVICES

2.1 Customer may submit a Service Order either electronically via Turtle Technology Website or orally by telephone. No terms Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing will apply to any Contract.

2.2 Turtle Technology may accept a Service Order by approving the Service Order, either electronically or orally. Nothing in these Customer Terms will oblige Turtle Technology to accept any Service Order, nor to provide any Service, until Turtle Technology accepts a Service Order. Upon acceptance by Turtle Technology, a Service Order will become the Contract which commences on the date of acceptance by Turtle Technology.

3. INSTALLATION AND SUPPLY OF SERVICE AND EQUIPMENT

3.1 Upon commencement of the Contract in accordance with Clause 2.2, Turtle Technology will use reasonable endeavours to provision and/or install the Service and will inform Customer when the Service is connected ready for use.

3.2 Turtle Technology will supply the Service to Customer from the Connection Date with reasonable skill and care and in all material respects in accordance with the Contract, but Turtle Technology cannot, given the nature of the Service, guarantee that the Service will be continuously available or error free.

3.3 Turtle Technology reserves the right to cancel the Contract prior to the Connection Date or within a reasonable period of time thereafter where:

    a. it becomes apparent that the Service cannot be delivered to or installed at the Site due to a geographic, practical or technical restraint; or
    b. the cost of providing or installing the Service at the Site is materially higher than the usual cost of providing Service to a customer and Customer does not agree to pay any additional Charges requested by Turtle Technology.

3.4 Customer must report Incidents using the telephone number on the Turtle Technology Website or as otherwise provided by Turtle Technology.

3.5 Before contacting Turtle Technology about an Incident, Customer should make all reasonable efforts to rule out the possibility that it is caused by Customer Equipment.

4. USE OF THE SERVICES

4.1 The Services are provided for use by Customer and End Users in the course of Customer’s business and on the condition that Customer does not resell or otherwise make the Service available to any other person.

4.2 Customer undertakes to use the Service, and to procure that each End User uses the Services, in accordance with:
a. the terms and conditions of the Contract and any Legislation applicable to Customer’s use of the Service; and
b. any reasonable operating instructions as may be notified in writing to Customer by Turtle Technology from time to time.

4.3 Without limiting Clause 4.2, Customer will not, and will procure that each End User will not use a Service to:

    a. send, communicate, knowingly receive, upload, download or use any material or make any calls that are offensive, abusive, indecent, defamatory, obscene, menacing, cause annoyance, inconvenience, needless anxiety or are intended to deceive;
    b. download, possess or transmit in any way, illegal material;
    c. engage in criminal, illegal or unlawful activities;
    d. violate or infringe the rights or property of any person, including rights of copyright and any other intellectual property rights, privacy or confidentiality;
    e. intentionally impair or attempt to impair, without authorisation, the operation of any computer, prevent or hinder access to any program or data held in any computer or to impair the operation of any such program or the reliability of any such data; or
    f. send, communicate, knowingly receive, upload or download data or make any calls in such a way or in such amount that Customer knows or ought reasonably to know will have a material adverse effect on the Turtle Technology Network (or any part of it) or Turtle Technology’ customers.

4.4 Customer indemnifies and promises to pay on demand Turtle Technology and its Affiliates for any settlement paid by, damages awarded against and reasonable legal costs and expenses suffered or incurred by Turtle Technology or its Affiliates arising out of or in connection with any claim made or threatened against Turtle Technology or an Affiliate of Turtle Technology by a third party arising out of or in connection with Customer’s or End User’s breach of this Clause 4.

5. MAINTENANCE AND SERVICE MANAGEMENT

5.1 Turtle Technology will use reasonable endeavours to carry out any Maintenance during the Maintenance Window.

5.2 Turtle Technology will have the right to withdraw or change a Service and to terminate or vary the Contract for all customers to:

    a. comply with any Legislation or safety requirement; or
    b. take into account the withdrawal of or a significant change to the technology used to provide the Service.

5.3 In relation to any withdrawal or change under Clause 5.2, Turtle Technology will:

    a. give Customer as much notice as reasonably practical, and in any event not less than three months’ notice; and
    b. use reasonable endeavours to avoid any material adverse impact on the nature or quality of the Services or any material increase in the Charges.

5.4 Where a change to a Service under Clause 5.3(b) results in a material adverse impact on the nature or quality of the Service or a material increase in the Charges, Customer may terminate the Contract in accordance with Clause 10.2 without incurring any Cancellation Charges.

5.5 Where a Service is withdrawn, Turtle Technology may offer an equivalent or better Service with the same Charges. Turtle Technology will be obliged to do so in respect of the Contract within its Contract Term where a Service is withdrawn under Clause 5.2(b) and pay Customer’s reasonable demonstrable third party costs of moving to the replacement service, up to a maximum of the Recurring Charges payable in respect of the remainder of the Contract Term. Where such equivalent or better Service has lower Charges, Turtle Technology may allow Customer to benefit from such reduction, if Customer agrees to pay the costs of moving to the equivalent Service.

6. SPECIFIC PROVISIONS RELATING TO BROADBAND SERVICES

6.1 Upon activation of a Broadband Service, Customer accepts it may experience a temporary loss of Customer’s existing line.

6.2 Turtle Technology cannot guarantee the quality on the local loop section provided by any Third Party Operator and, therefore, cannot guarantee that a Connection can support the Transmission Speed specified in the Service Order.

6.3 To prevent spam from entering and affecting the operation of Turtle Technology systems and the Broadband Service, Turtle Technology may take any reasonable measures or actions necessary to block access to or delivery of any e-mail which appears to be of an unsolicited nature or part of a bulk e-mail transmission. Turtle Technology may also use within its systems virus screening technology that may result in the deletion or alteration of e‐mail and or e-mail attachments. However, Turtle Technology does not warrant that such technology will be effective against all virus attacks or unsolicited e-mails.

6.4 All Broadband Services are governed by the Customer Terms and any supplementary terms on Turtle Technology’ Website.

7. SPECIFIC PROVISIONS OF TELEPHONY SERVICES

7.1 Nothing in the Contract gives Customer ownership of any CLI, dialling code or static IP address provided by Turtle Technology as part of the Service.

7.2 Customer may port CLIs to Turtle Technology and may also port CLIs from Turtle Technology to other Third Party Operators with whom Turtle Technology has a relevant porting agreement.

7.3 Customer must notify Turtle Technology five Business Days before any significant increase in traffic across the Turtle Technology Network will arise as a result of the use of the Telephony Service by Customer (for example ticket sales, marketing promotions, etc). For the purposes of this Clause, a significant increase will mean more than 5,000 calls in a 15 minute period to one phone number (or the aggregate of non-geographic numbers if they point to one number).

7.4 If a Telephony Service is subject to line rental, which is the provision of rented access to a telephone line and such ancillary extras as provided by Turtle Technology pursuant to the Contract, Customer will not divert calls from travelling across the Turtle Technology Network. The provisions of this Clause 7.4 will not apply where Turtle Technology is not currently able to provide the applicable Telephony Service, or as required by Legislation.

7.5 Turtle Technology cannot guarantee the correct function of any service not provided by Turtle Technology but which operates across a Telephony Service. A list of services as identified by Turtle Technology or any Third Party Operator as known to be incompatible with the provision of the applicable Telephony Service, is available from Turtle Technology but Customer acknowledges this is for illustrative purposes only as third party services are constantly changing.

7.6 If Customer takes a Telephone Preference Service Service, Turtle Technology will provide Customer with the facility to bar any calls made to CLIs that appear on the latest Telephone Preference Service Service data file made from each line connected to the Telephone Preference Service Service.

7.7 Turtle Technology accepts no responsibility arising from mistakes or omissions in data supplied to Turtle Technology by the Telephone Preference Service or any of its agents.

8. CHARGES AND PAYMENT

8.1 Turtle Technology will invoice Customer electronically for the Charges payable under the Contract and Customer will pay all invoices by direct debit within 14 days of the date of the invoice, subject to Clause 8.5.

8.2 Customer may request a paper invoice as opposed to an electronic invoice, subject to payment of a reasonable administration charge.

8.3 All amounts payable by Customer under the Contract are exclusive of Value Added Tax.

8.4 Unless otherwise stated in the Contract, Charges for the Service will be charged in accordance with the Price List.

8.5 If Customer in good faith disputes an invoice, Customer must notify Turtle Technology in writing of the dispute not more than 14 days after the date of the invoice providing reasonable details of the dispute to allow Turtle Technology to investigate. Customer must make payment in full of the invoice notwithstanding the dispute raised. If Turtle Technology finds that the invoice is incorrect, Turtle Technology will apply a credit to Customer’s account.

8.6 Without limiting any other right or remedy of Turtle Technology:

    a. if Customer fails to make any payment due to Turtle Technology under the Contract by the due date for payment, Turtle Technology will have the right to charge interest on the overdue amount at the rate of 4% per cent per annum above the then current Santander base rate accruing on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgment, and compounding quarterly;
    b. if a direct debit is dishonoured or cancelled, Turtle Technology will have the right to make a reasonable administration charge; and
    c. Turtle Technology may set off any amount owing to it or its Affiliates by Customer against any amount payable by Turtle Technology to Customer.

8.7 Except where otherwise agreed in the Contract, Turtle Technology may vary the Charges at any time by giving Customer notice to reflect changing arrangements with any Third Party Operator or changing legal, regulatory or business requirements. The revised Charges will apply to all Services provided after the effective date of the notice of change. Where such change is to Customer’s material detriment, Turtle Technology will give Customer not less than one month’s notice in writing and Customer may terminate the Contract in accordance with Clause 10.2.

9. CREDIT LIMIT/SECURITY

9.1 Turtle Technology may perform a credit check on Customer at any time prior to or following acceptance of the Service Order and may impose a Credit Limit on Customer’s account proportionate to the amount of Charges payable under the Contract. Any Credit Limit imposed can be amended without prior notice. If Customer exceeds such Credit Limit:

    a. Turtle Technology may demand immediate payment of all unpaid Charges (whether invoiced or not); and
    b. Customer will remain responsible for all Charges incurred including those exceeding the Credit Limit.

9.2 Turtle Technology may require Customer to provide it with a deposit or other security as a condition of providing the Services. Turtle Technology may hold this deposit or security until Customer has paid all sums due to Turtle Technology under the Contract. No interest is payable on any deposit held by Turtle Technology.

10. TERMINATION

10.1 A Party may terminate the Contract by providing the other Party with no less than 30 days’ notice. In the case of Turtle Technology, such notice must expire on or after the end of the Contract Term.

10.2 Customer may terminate the Contract, by giving notice in writing to Turtle Technology if:

    a. Turtle Technology is in material breach of the Contract, which if capable of remedy has not been remedied within 30 days of receipt of written notice specifying the breach in reasonable detail and requiring its remedy; or
    b. the circumstances in Clauses 5.4, 8.7 or 16.2 arise.

10.3 Turtle Technology may terminate the Contract by giving notice in writing to Customer if:

    a. Customer fails to pay any sums due to Turtle Technology within 14 days of the date of the invoice;
    b. Customer is in material breach of the Contract, which if capable of remedy has not been remedied within 30 days of receipt of written notice specifying the breach in reasonable detail and requiring its remedy;
    c. Customer makes any voluntary arrangements with its creditors or becomes subject to an administration order or goes into liquidation, whether voluntary or compulsory (other than for the purposes of a solvent reconstruction or amalgamation), or an encumbrancer takes possession of or a receiver is appointed in respect of any of its assets;
    d. Customer fails to give any deposit or security required by Turtle Technology under Clause 9.2; or
    e. the circumstances in Clause 16.2 arise.

10.4 If the Contract is terminated by Customer within the Contract Term other than under Clause 10.2, Turtle Technology may invoice Customer the Cancellation Charges. Customer agrees that the Cancellation Charges are a fair assessment of the losses and damage that Turtle Technology will suffer as a result of the termination.
10.5 If the Contract is terminated outside of the relevant Contract Term Turtle Technology will either:

    a. refund any amount in credit on Customer’s account after Turtle Technology has deducted any amount owed to it by Customer; or
    b. issue an invoice for the amount owed to Turtle Technology by Customer as at the date of termination.

11. SUSPENSION

11.1 Turtle Technology may, without prejudice to any other right which it might have, elect to suspend the provision of Services under the Contract until further notice on notifying Customer either orally (confirming such notification in writing) or in writing if:

    a. Turtle Technology is entitled to terminate the Contract;
    b. Turtle Technology has reasonable grounds to believe that Customer or an End User is using the Service in breach of Clause 4;
    c. Turtle Technology or any third party providing equipment or services to Turtle Technology in connection with the provision of the Service is obliged to comply with an order, instruction or request of government, regulatory authority, emergency services organisation or other competent authority; or
    d. Customer exceeds the Credit Limit under Clause 9 and has not remedied this situation within 5 Business Days of receiving written notice from Turtle Technology requiring Customer to do so.

11.2 If Turtle Technology exercises its rights under Clause 11.1 as a consequence of the breach, fault, act or omission of Customer or an End User, the Charges will be continue to be payable and Customer will pay to Turtle Technology all reasonable costs and expenses incurred by the implementation of such suspension and any recommencement of the provision of Service.

12. LIABILITY

12.1 Nothing in the Contract will exclude or limit a Party’s liability arising from or in connection with:

    a. any death or personal injury caused by the negligence of such Party, its agents, subcontractors, officers, directors or employees;
    b. any fraudulent acts or omissions of or fraudulent representations made by such Party, its agents, subcontractors, officers, directors or employees;
    c. any breach of statutory implied terms as to title;
    d. any other liability which cannot be excluded or limited by law;
    e. any indemnity given by such Party in the Contract unless otherwise expressly agreed in writing;
    f. any breach of Clauses 17 or 18; and
    g. any liability to pay the Charges.

12.2 Subject to Clause 12.1, a Party will not be liable to the other Party in contract, tort (including negligence), breach of statutory duty or otherwise for:

    a. indirect, consequential or special loss or damage;
    b. loss of opportunity (whether direct or indirect);
    c. loss of anticipated savings (whether direct or indirect);
    d. loss arising from or damage to a brand, reputation or goodwill (whether direct or indirect);
    e. loss of profit or anticipated profit (whether direct or indirect);
    f. loss of business or contracts (whether direct or indirect);
    g. loss of revenue or anticipated revenue (whether direct or indirect);
    h. loss arising from the loss or degradation of data (whether direct or indirect); and
    i. subject to Clause 21.1, claims brought by or ex-gratia payments made to Customer’s customers or any other third party (whether direct or indirect).

12.3 Subject to Clauses 12.1 and 12.2, a Party’s total liability to the other Party in respect of all Losses arising under or in connection with the Contract in contract, tort (including negligence), breach of statutory duty or otherwise, will in no circumstances exceed the greater of:

    a. the Recurring Charges paid by Customer under the Contract during the 12 months preceding the claim; and (b) one thousand pounds (£1,000).

12.4 Where the provisions of the Contract are inconsistent with any rights or remedies Customer has under any Legislation because it is a Small Business Customer which cannot be varied, Customer’s rights under such Legislation will apply instead of the provisions of the Contract to the extent they are inconsistent.

12.5 Turtle Technology will not be liable to Customer for any failure of the Service as a result of:

    a. any act or omission of Customer, End Users or Customer’s employees, agents or subcontractors; (b) any Customer Equipment;
    b. failure by Customer to implement any reasonable instructions issued by Turtle Technology; or
    c. any suspension of the Service under Clause 11.

12.6 Except as expressly set out in the Contract and to the extent permissible by law all other warranties, terms and conditions, guarantees as to quality or fitness for a particular purpose of the Services or any other conditions or guarantees whether express or implied by law, custom or otherwise are excluded.

13.EQUIPMENT

13.1 Property in and ownership of:

    a. the Turtle Technology Equipment remains the property of Turtle Technology or its suppliers at all times; and
    b. the Customer Equipment remains the property of Customer at all times. Customer must clearly identify any Turtle Technology Equipment at the Site.

13.2 Risk in and liability for Turtle Technology Equipment passes to Customer on delivery of each item thereof. Customer must insure the Turtle Technology Equipment in respect of all relevant risks from delivery. Customer will provide a copy of the insurance policy to Turtle Technology upon request.

13.3 Customer must:

    a. not, nor permit any other person, to sell, let, transfer, dispose of, mortgage, charge, modify, repair, service, tamper with, remove or interfere with the Turtle Technology Equipment or suffer any distress, seizure or execution to be levied against any Turtle Technology Equipment;
    b. keep the Turtle Technology Equipment at the Site and stationary at all times;
    c. house, keep and use any Turtle Technology Equipment in accordance with any written instructions notified to Customer by Turtle Technology from time to time or, in the absence of such instructions, to the same standard as a reasonable owner of the Turtle Technology Equipment would if it were their property;
    d. in the case of an emergency, take whatever steps as are reasonably necessary to safeguard the Turtle Technology Equipment and notify Turtle Technology as soon as possible of the circumstances of such emergency;
    e. not remove, tamper with or obliterate any words or labels on the Turtle Technology Equipment or any part thereof; and
    f. permit Turtle Technology or its agent to inspect, test and maintain the Turtle Technology Equipment at all reasonable times and on reasonable notice.

13.4 Customer must immediately notify Turtle Technology of any loss or damage to any Turtle Technology Equipment. Without prejudice to Turtle Technology’ other rights and remedies, where Customer breaches the provisions of this Clause 13:

    a. Customer indemnifies and promises to pay on demand Turtle Technology for the costs of repairing or replacing any Turtle Technology Equipment damaged by Customer’s or End User’s breach of this Clause 13; and
      b. Turtle Technology will not be liable to Customer for any failure to provide the Service as a result thereof.

13.5 Turtle Technology does not provide any warranty in respect of any Turtle Technology Equipment but, where possible, will provide Customer with the benefit of any manufacturer’s warranty.

13.6 Customer is responsible for the compatibility of the Service with Customer Equipment. Turtle Technology will not be liable to Customer where any Customer Equipment warranties become invalidated as a result of work carried out by Customer, Turtle Technology or its agents in order to provide the Service.

13.7 Turtle Technology will be entitled, after termination (for any reason whatsoever) of the Contract by giving notice of its intention to repossess the Turtle Technology Equipment, to:

          a. require Customer (at Customer’s cost and risk) to immediately return the Turtle Technology Equipment to Turtle Technology; or
          b. enter upon any premises with such transport as may be necessary and repossess any Turtle Technology Equipment.

14. SITES AND ACCESS

14.1 Customer must procure at its own expense all permissions, licences, waivers, consents, registrations and approvals necessary for Turtle Technology to deliver, install and provide the Services at the Site.

14.2 Where Turtle Technology Equipment is required to be installed at the Site, Customer must prepare the Site in accordance with Turtle Technology’ reasonable instructions.

14.3 To enable Turtle Technology to carry out its obligations and exercise its rights under the Contract, Customer must upon request of Turtle Technology permit or procure permission for Turtle Technology or anyone acting on Turtle Technology’ behalf to access the Site at all reasonable times. Turtle Technology will not be liable for any failure to provide the Service to the extent caused by Customer’s failure to comply with this Clause 14.3.

14.4 Customer will provide or procure a safe working environment at the Site for Turtle Technology employees and anyone acting on Turtle Technology’ behalf. Turtle Technology employees or anyone acting on Turtle Technology’ behalf will observe the reasonable regulations affecting the Site as previously advised in writing to Turtle Technology.

15. SECURITY AND PASSWORDS

15.1 Customer is responsible for the security of the use of the Service including protecting all passwords, backing-up all data, employing appropriate security devices, including virus checking software, and having disaster recovery processes in place.

15.2 Where Customer is or becomes aware of any matters which it knows or ought to reasonably be expected to know constitute a threat to the security of the Service will immediately advise Turtle Technology of such matters.

16. EVENTS OUTSIDE THE PARTIES’ REASONABLE CONTROL

16.1 A Party will be not liable for any delay in performing or failure to perform any of its obligations under the Contract (other than Customer’s obligation to pay the Charges) which occurs as a result of a Force Majeure Event.

16.2 In the event that a Force Majeure Event continues for a period of 60 days, the other Party will have the right to terminate in accordance with Clause 10.2.

17. CONFIDENTIALITY

17.1 Neither Party will disclose to any third party without the prior written consent of the other Party any Confidential Information which is received from the other Party as a result of the Contract. Both Parties agree that any Confidential Information received from the other Party will only be used for the purposes of performing its obligations under the Contract. These restrictions will not apply to any information which:

          a. is or becomes generally available to the public other than as a result of a breach of an obligation under this Clause 17; or
          b. is acquired from a third party who owes no obligation of confidence in respect of the information; or
          c. is or has been independently developed by the recipient without use of the other Party’s Confidential Information.

17.2 Notwithstanding Clause 17.1, either Party will be entitled to disclose the Confidential Information of the other Party to a third party to the extent that this is required by any court of competent jurisdiction or by a governmental or regulatory authority, or where there is a legal duty or requirement (other than a contractual duty or requirement) to disclose such Confidential Information.

18. INTELLECTUAL PROPERTY

18.1 All Intellectual Property Rights in the Services will be owned by Turtle Technology and its Affiliates save to the extent that any of the same contain Intellectual Property Rights owned by third parties.

18.2 Turtle Technology grants to Customer a non-exclusive, royalty free, licence to use Turtle Technology’s Intellectual Property Rights within the United Kingdom, for the purpose of utilising the Service in accordance with the terms of the Contract and any usage guidelines that Turtle Technology may provide from time to time.

18.3 Customer grants to Turtle Technology and its Affiliates a non- exclusive, royalty free, licence to use, copy and interface with any Intellectual Property Rights within the United Kingdom in any Customer Equipment and the information and data in the Service for the purpose of performing Turtle Technology’s obligations under the Contract.

18.4 Notwithstanding Clause 18.2, Customer will not be entitled to use the name, trade mark, trade name, or other proprietary identifying marks or symbols of Turtle Technology or its Affiliates without Turtle Technology’s prior written consent.

18.5 In the event that the Service contains Intellectual Property Rights owned by third parties which Turtle Technology is not entitled to sub-licence to Customer, Turtle Technology will use reasonable endeavours to assist Customer, at Customer’s cost and expense, in obtaining a licence to use those Intellectual Property Rights owned by third parties on terms that are acceptable to Customer.

18.6 In the event that Customer Equipment contains Intellectual Property Rights owned by third parties which Customer is not entitled to sub- licence to Turtle Technology, Customer will use reasonable endeavours to assist Turtle Technology, at Turtle Technology’s cost and expense, in obtaining a licence to use those Intellectual Property Rights owned by third parties on terms that are acceptable to Turtle Technology.

18.7 Customer will not, and will procure that its personnel and, where used, its sub-contractors and their personnel do not, do anything (whether by omission or commission) during the Contract or at any time thereafter to affect or imperil the validity of any Intellectual Property Rights belonging to Turtle Technology or its Affiliates.

18.8 Customer will not obtain any rights in respect of any of Turtle Technology’s Intellectual Property Rights by virtue of the Contract.

19. ASSIGNMENT AND SUBCONTRACTING

19.1 Subject to Clause 19.2, neither Party will assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract without the prior written consent of the other Party.

19.2 Turtle Technology may assign, transfer or subcontract any or all of its rights and obligations under the Contract a third party provided that Turtle Technology remains primarily liable for the acts and omissions of such third party subject to the terms and conditions of the Contract.

19.3 Turtle Technology may at its sole discretion provide the Services to Customer directly and/or through its Affiliates, agents and subcontractors, provided that Turtle Technology remains primarily liable for the acts and omissions of its Affiliates, agents and subcontractors subject to the terms and conditions of the Contract.

20. WAIVER

20.1 A waiver of any right or remedy under a Contract or by law is only effective if given in writing and will not be deemed a waiver of any subsequent breach or default, except as set out in Clause 20.3.

20.2 A failure or delay by a Party to exercise any right or remedy provided under a Contract or by law will not constitute a waiver of that or any other right or remedy, nor will it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Contract or by law will prevent or restrict the further exercise of that or any other right or remedy, except as set out in Clause 20.3.

20.3 Customer must bring any dispute or claim arising out of or in connection with the Contract or its subject matter or formation (including non-contractual disputes or claims) within 12 calendar months of the date it first became aware or ought reasonably to have become aware of the facts giving rise to the liability or alleged liability or within the relevant statutory limitation period, whichever is the earlier or such dispute or claim will be barred.

21. THIRD PARTY RIGHTS

21.1 The Contract will inure for the benefit of Turtle Technology and its Affiliates from time to time.

21.2 Except as expressly provided in Clause 21.1, a person who is not a Party to a Contract will not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.

21.3 The rights of the Parties to terminate, rescind or agree any variation, waiver or settlement under the Contract are not subject to the consent of any other person.

22. NOTICES

22.1 All notices to be given to a Party under the Contract will be in writing in English and will be marked for the attention of the person, and delivered by hand, or sent by first class prepaid post, or by email, as detailed for the Party below:

          a. in the case of Turtle Technology:

Address: 4 Royal London Park, Flanders Road, Hedge End, Southampton, Hampshire, SO30 2LG
Attention: Managing Director
Email: contracts@weareturtle.com; and

          b. in the case of Customer: using the details set out on the Service Order.

22.2 A Party may change the details recorded for it in this Clause 22 by notice to the other in accordance with Clause 22.1.
22.3 A notice will be treated as having been received:

          a. if delivered by hand during Office Hours on a Business Day, when so delivered; and if delivered by hand outside Office Hours, at the start of Office Hours on the next Business Day;
          b. if sent by first class post, at the start of Office Hours on the second Business Day after posting if posted on a Business Day and at the start of Office Hours on the third Business Day after posting if not posted on a Business Day;
          c. if sent by email, at the time of receiving a successful delivery receipt, provided a confirmatory copy of the notice is sent by first class post within 24 hours of sending the email, and
          d. for the purposes of Clause 10.3(a), at the time of a verbal notification to Customer’s finance department.

23. VARIATIONS

Subject to Clauses 5.2 and 8.7, no variation of the Contract will be effective unless it is in writing and signed by the Parties or their authorised representatives.

24. ENTIRE AGREEMENT

24.1 The Contract constitutes the entire agreement between the Parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

24.2 Each Party acknowledges that in entering into the Contract it does not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract.

24.3 Each Party agrees that it will have no claim for innocent or negligent misrepresentation or misstatement based on any statement in the Contract.

25. SURVIVAL OF CLAUSES

The expiry or termination of the Contract will not affect any provisions of it as are expressed to operate or have effect after its termination and will be without prejudice to any right of action already accrued to either Party in respect of any breach of the Contract by the other Party.

26. GOVERNING LAW AND JURISDICTION

26.1 The Contract is governed by and will be interpreted in accordance with the laws of England and Wales.

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

27. DEFINITIONS AND INTERPRETATION

27.1 In the Contract:

          a. words and phrases used with capital letters have the meanings given in the glossary at the end of these Customer Terms, unless otherwise defined in a Service Order;
          b. references to:
          i. Clauses are to Clauses in these Customer Terms and to Paragraphs are to paragraphs of any supplementary terms agreed by the Turtle Technology;
          ii. a person includes a corporate or unincorporated body (whether or not having a separate legal personality);
          iii. one gender will include a reference to any other gender;
          iv. a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time and will include all subordinate legislation made from time to time under that statute or statutory provision;
          v. writing or written does not include faxes;
          vi. the Contract or to any other agreement or document referred to in the Contract is a reference to the Contract or such other agreement or document as varied or novated (in each case, other than in breach of the provisions of the Contract) from time to time;
          c. words in the singular will include the plural and vice versa;
          d. other than Customer’s obligation to pay the Charges in accordance with Clause 8.1, time will not be of the essence and any dates given are estimates only;
          e. the words “include(s)”, “including” or “in particular” are deemed to have the words “without limitation” following them; and
          f. any obligation on a Party not to do something includes an obligation not to allow that thing to be done.

27.2 In the case of conflict or ambiguity, the order of precedence for a Contract and any documents attached to or referred to in it will be as follows, in descending order of importance:

          a. the Service Order; then
          b. any supplemental terms agreed by Turtle Technology; then
          c. these Customer Terms; then
          d. documents attached or referred to in the Contract.

GLOSSARY

Affiliate In relation to Turtle Technology, any company which is a supplier to Turtle Technology as well as any company which is a Subsidiary or a Holding Company of Turtle Technology from time to time (where ‘Subsidiary’ and ‘Holding Company’ have the meanings given in section 1159 and Schedule 6 of the Companies Act 2006).
Ancillary Charges Any third party charges incurred by Turtle Technology relating to the provision of a Service that are not Installation Charges, Recurring Charges, Usage Charges or Cancellation Charges.
Broadband Service The broadband services provided by Turtle Technology to Customer, to access the internet using the Turtle Technology Network, pursuant to the Contract.
Business Day A day which is not Saturday, Sunday or a public holiday in England and Wales.
Cancellation Charges The charges (if any) set out in the Price List payable by Customer to Turtle Technology as a result of cancelling the Contract during the Contract Term.
Charges The Installation Charges, the Recurring Charges, the Usage Charges, the Ancillary Charges and the Cancellation Charges.
CLI The telephone number of a calling party.
Confidential Information All business and trade secrets, methods of doing business, customer lists, tariffs and pricing information and all other confidential information and material disclosed by or obtained from the other Party in connection with the Contract.
Connection Date The date Turtle Technology notifies Customer a Service will be ready for use by Customer or, where a Connection will be connected to the Turtle Technology Network or if earlier the date upon which Customer first uses the Service or Connection.
Connection The connection of the Service to the Turtle Technology Network and “Connected” will be construed accordingly.
Contract Service Order and any terms set out in it, which has been accepted by Turtle Technology in accordance with Clause 2.2, incorporating these Customer Terms.
Contract Term The period commencing on the date of the Contract and expiring after the period from the Connection Date specified in the Service Order.
Credit Limit A monthly financial limit on the Charges which may be incurred under the Contract.
Customer Terms These terms and conditions.
Customer Equipment Any equipment, apparatus, software, systems and cabling provided by Customer and used to access the Services.
End User Any person authorised by Customer to use the Service.
Force Majeure Event Any circumstances beyond a Party’s reasonable control including acts of God, theft, war or riot, civil disobedience, national emergency, strikes and other labour disputes (other than concerning the Party affected by the Force Majeure Event), fire, flood, act of terrorism, power failures, non-availability of any third party communication services, or the internet or breakdown of any equipment not supplied under a Contract and acts of government or other competent authority.
Incident An unplanned interruption or a reduction in the quality of a Service.
Installation Charges The charges incurred as a result of or arising from the installation of the Service by Turtle Technology at the Site.
Intellectual Property Rights Patents, rights to inventions, copyright and related rights, trade marks and service marks, business names and domain names, rights in get-­‐up, goodwill and the right to sue for passing off rights in designs, database rights, rights to use, and protect the confidentiality of, Confidential Information, and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
Legislation Any legislation, authorisations, permissions, rules, regulations, codes of practice, orders and guidelines relating to the provision, marketing or use of the Services, including any directives or other requirements issued by any regulator from time to time.
Losses Liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other reasonable professional costs and expenses).
Maintenance Proactive maintenance of a Service to minimise Incidents.
Maintenance Window The hours of 00:00 and 06:00, seven days a week.
Office Hours 9.00am‐5.30pm on any Business Day.
Party Turtle Technology or Customer and together the “Parties”.
Price List The price list of Charges for the Service available on Turtle Technology Website, and as such are periodically updated and made available to Customer from time to time.
Recurring Charges The regular charges for a Service that are incurred periodically in the same amount, such as line rental.
Service Any service, package of services and Turtle Technology Equipment, provided by Turtle Technology to Customer pursuant to the Contract and “Services” will be construed accordingly.
Service Order Each proper request for a Service made pursuant to these Customer Terms.
Site Any premises, not owned or controlled by Turtle Technology or its Affiliates, at which the Service is to be provided.
Small Business Customer A Customer who is neither a communications provider nor a person for which more than ten individuals work (whether as employees, volunteers or otherwise).
Turtle Technology Turtle Technology Limited trading as Turtle and Turtle Technology, a company registered in England and Wales with company number 9224542
Turtle Technology Equipment Any equipment, apparatus, software, systems and cabling provided by Turtle Technology or its Affiliates to provide a Service at the Site. The Turtle Technology Equipment does not include the Turtle Technology Network.
Turtle Technology Network The public electronic communications network operated by Turtle Technology or its Affiliates from time to time.
Turtle Technology Website The website located at www.weareturtle.com as well as specific sites that may be operated in conjunction with partners and as may be amended from time to time.
Telephony Service The services provided by Turtle Technology to enable Customer, to make and receive calls over the Turtle Technology Network, pursuant to the Contract.
Telephone Preference Service The call screening service provided by Turtle Technology as more particularly described in the Contract.
Third Party Operator The operator of any electronic communications network or provider of any electronic communications services over which or through Turtle Technology may provide Services.
Transmission Speed The rate either in Kbps or Mbps that data is transferred between the Turtle Technology Equipment and the Broadband Service.
Usage Charges The charges that are incurred based on use of the Service, such as call charges or bandwidth usage charges. This covers all charges incurred including where the Service is used without Customer’s knowledge, consent or otherwise.