1. Definitions

a) “Additional Term” means any renewal period following expiry of the Initial Fixed Term in accordance with this Agreement.

b) “Agreement” means this Telecom Service Agreement together with all schedules, appendices, application forms, order forms and documents expressly incorporated into it.

c) “Appointed Provider” means any telecommunications carrier, network operator, wholesale supplier or third-party service provider appointed by BSG to supply or facilitate the Services.

d) “Business Day” means any day other than a Saturday, Sunday or public holiday in England on which banks are open for business.

e) “Charges” means all fees, recurring charges, installation charges, administration charges, cancellation charges, early termination charges, engineer charges, equipment charges, interest and any other sums payable under this Agreement.

f) “Commencement Date” means the date upon which this Agreement is executed by both Parties.

g) “Confidential Information” means all commercial, technical, financial or operational information disclosed by one Party to the other.

h) “Customer”, “You” and “Your” means the business entering into this Agreement.

i) “Equipment” means all hardware, routers, telephones, handsets, accessories, SIM cards or other equipment supplied or arranged by BSG or an Appointed Provider.

j) “Initial Fixed Term” means the minimum contractual period specified within the Order Form.

k) “Provider”, “BSG”, “We”, “Us” and “Our” means BSG Utilities Limited (or the relevant contracting BSG Group company identified in the Agreement).

l) “Remaining Contract Value” means the aggregate of all recurring Charges which would have become payable from the date of termination until expiry of the relevant Initial Fixed Term or Additional Term.

m) “Services” means the telecommunications products and services supplied under this Agreement.

n) “Start Date” means the date on which billing for the Services commences.

o) “Trigger Event” means any act or omission by the Customer which constitutes a breach of this Agreement, the Appointed Provider’s terms and conditions, applicable law, or any misuse or fraudulent use of the Services.

2. Commencement and Term

2.1. This Agreement constitutes a legally binding contract between BSG and the Customer for the provision and management of the Services described in the applicable Order Form.

2.2. This Agreement shall commence on the Commencement Date and shall continue in force until terminated in accordance with its terms.

2.3. The Customer acknowledges that this Agreement is entered into wholly for the purposes of its trade, business, profession or commercial activities and confirms that it is not acting as a consumer.

2.4. This removes any ambiguity around consumer cancellation rights and reinforces the business-to-business nature of the relationship.

2.5. The Customer warrants that:

a) the individual signing this Agreement has full authority to bind the Customer;
b) all information supplied to BSG is complete, accurate and not misleading;
c) the Customer has obtained all necessary internal approvals to enter into this Agreement; and
d) BSG is entitled to rely upon the information supplied by the Customer without further verification.

2.6. If any information supplied by the Customer is materially inaccurate or misleading, BSG may suspend or terminate the Agreement immediately without prejudice to any other rights or remedies.

3. Services

3.1. BSG may provide the Services directly or through one or more Appointed Providers, subcontractors or members of the BSG Group.

3.2. The Customer acknowledges that the Services may rely upon third-party telecommunications networks, infrastructure, software, equipment and support services which are outside BSG’s direct control.

3.3. BSG may change any Appointed Provider where reasonably necessary for operational, commercial, regulatory or technical reasons without affecting the validity of this Agreement.

3.4. Where reasonably practicable, BSG shall provide prior written notice of any material change to an Appointed Provider.

3.5. The Customer agrees to comply with:

a) this Agreement;
b) the applicable Appointed Provider’s terms and conditions;
c) all applicable laws;
d) all acceptable use policies.

3.6. Failure to comply with the above constitutes a material breach.

3.7. The Customer acknowledges that BSG acts as an intermediary, broker, reseller or service manager (as applicable), and that responsibility for network operation, engineering works, installation, porting, maintenance, service availability and fault resolution may rest wholly or partly with the relevant Appointed Provider.

4. Telecom Service Charges

4.1. Charges

a) The Customer shall pay all Charges specified in the applicable Order Form, together with any additional Charges properly incurred under this Agreement.

b) Unless otherwise expressly stated, all Charges shall apply throughout the Initial Fixed Term and any Additional Term.

4.2. Payment Obligations

The Customer shall pay all Charges in full, without deduction, withholding, counterclaim or set-off, unless required by law.

4.3. Additional Charges

The Customer shall also be responsible for paying any additional Charges reasonably incurred under this Agreement, including but not limited to:
a) installation charges,
b) call-out charges,
c) hardware or replacement equipment costs,
d) delivery charges,
e) administration charges,
f) early termination charges,
g) recovery costs where recoverable under this Agreement or applicable law, and
h) any other Charges expressly agreed between the Parties.
4.4. Failed Direct Debits

a) Where any Direct Debit is rejected, cancelled or returned unpaid, the Provider may charge an administration fee of £50.00 in respect of each failed collection to cover its reasonable administrative costs.

b) The Provider reserves the right, at its sole discretion, to waive such fee.

4.5. Late Payment Charges

a) Where any payment is not received on or before the due date, the Provider may charge a late payment administration fee of £40.00 for each missed payment.

b) The Provider may, at its sole discretion, waive any such fee.

4.6. Interest on Late Payments

Without prejudice to any other rights or remedies, the Provider reserves the right to charge interest on overdue sums at the rate permitted under the applicable law or as otherwise agreed in writing between the Parties.

4.7. Taxes

All Charges are exclusive of VAT and any other applicable taxes or duties, which shall be payable by the Customer at the prevailing rate.

4.8. Pricing Adjustments

a) The Provider may adjust Charges where reasonably necessary as a result of:

i. changes imposed by an Appointed Provider;
ii. changes in applicable law or regulation;
iii. changes to taxes, duties or levies;
iv. changes to third-party wholesale costs; or
v. any other circumstances outside the Provider’s reasonable control.

a) Where such adjustment materially affects the Charges payable by the Customer, the Provider shall provide reasonable prior written notice.

4.9. Payment Not Conditional

a) The Customer’s obligation to pay Charges shall not be affected by:

i. delays in installation caused by third parties;
ii. faults or outages attributable to an Appointed Provider;
iii. the Customer’s failure to use the Services;
iv. any complaint or dispute being investigated; or
v. any other matter which does not constitute a material breach by the Provider.

5. Payment

5.1. Payment Method

a) Unless otherwise agreed in writing by the Provider, all Charges payable under this Agreement shall be paid by Direct Debit in accordance with the payment details provided by the Customer.

b) The Customer shall ensure that a valid Direct Debit instruction remains in place throughout the Term of this Agreement.

5.2. Direct Debit Authority

a) The Customer shall complete and maintain a valid Direct Debit mandate in favour of the Provider and shall promptly notify the Provider of any changes to its banking details.

b) The Customer shall ensure that sufficient cleared funds are available in the nominated account on each payment due date.

5.3. Payment Due Date

a) All Charges shall become due and payable on the dates specified by the Provider or otherwise notified to the Customer in writing.

b) Where payment is to be collected by Direct Debit, the Provider shall provide any advance notice required by the Direct Debit Scheme.

5.4. Failed or Cancelled Direct Debits

a) The cancellation of a Direct Debit instruction, or the Customer’s failure to maintain a valid Direct Debit mandate, shall not affect the Customer’s obligation to pay any Charges due under this Agreement.

b) Where a Direct Debit is cancelled without the Provider’s prior written agreement, the Provider may exercise any rights available under this Agreement, including suspension of the Services, termination where applicable or debt recovery proceedings.

5.5. Allocation of Payments

a) The Provider may apply any payment received from the Customer in such order as it reasonably determines, including towards:

i. outstanding interest;
ii. administration fees;
iii. recovery costs;
iv. overdue Charges; and
v. current Charges.

5.6. No Refunds

Except where expressly provided for in this Agreement or required by applicable law, all payments made by the Customer shall be non-refundable.

5.7. Disputed Charges

a) If the Customer disputes any invoice or Charge, it shall notify the Provider in writing as soon as reasonably practicable, providing full details of the dispute.

b) The existence of a dispute shall not entitle the Customer to withhold payment of any undisputed Charges or suspend its obligations under this Agreement.

5.8. Recovery of Outstanding Sums

a) Where the Customer fails to make payment when due, the Provider may, without prejudice to any other rights or remedies:

i. suspend the provision of the Services;
ii. recover any applicable late payment charges and interest in accordance with this Agreement;
iii. instruct third-party debt recovery agents, solicitors or enforcement agents to recover the outstanding sums; and
iv. commence legal proceedings to recover any amounts due.

6. Termination

6.1. The Customer shall not be entitled to terminate this Agreement before the expiry of the Initial Fixed Term or any Additional Term unless:

a) the Provider has expressly agreed in writing to such early termination; or
b) the Customer has another contractual or statutory right to terminate this Agreement.

6.2. Where the Provider agrees to an early termination, the Customer shall pay:

a) the Remaining Contract Value;
b) all outstanding Charges;
c) any accrued interest;
d) any applicable administration charges;
e) any other sums due under this Agreement,
f) before the termination takes effect.

6.3. The Provider may terminate this Agreement for any reason by giving the Customer not less than thirty (30) calendar days’ written notice.

6.4. Where the Provider terminates this Agreement under this clause other than as a result of the Customer’s breach, the Customer shall remain liable only for Charges properly incurred up to the effective date of termination.

6.5. The Provider may terminate this Agreement immediately by written notice where:

a) the Customer commits a material breach of this Agreement;
b) the Customer breaches the terms and conditions of an Appointed Provider;
c) the Customer commits a Trigger Event;
d) the Customer misuses the Services;
e) the Appointed Provider terminates or suspends the Services as a result of the Customer’s conduct or breach;
f) the Customer fails to remedy a remediable breach within any reasonable period specified by the Provider.

6.6. Without prejudice to any other rights or remedies, where any payment remains overdue the Provider may:

a) suspend all or part of the Services;

b) suspend support or administration services;

c) refuse further orders or requests;

d) require payment before restoring the Services.

6.7. If the Customer remains in arrears for more than two (2) months, the Provider may terminate this Agreement immediately.

6.8. The Provider may terminate this Agreement immediately if the Customer:

a) enters administration;

b) enters liquidation (other than for the purpose of a solvent reconstruction);

c) proposes or enters into a voluntary arrangement with its creditors;

d) has a receiver, administrator or similar office-holder appointed;

e) ceases or threatens to cease trading; or

f) is unable to pay its debts as they fall due.

6.9. The Provider may terminate this Agreement immediately where it reasonably believes that the Customer has:

a) used the Services fraudulently;
b) used the Services for unlawful purposes;
c) breached applicable laws or regulations;
d) acted in a manner that may expose the Provider or an Appointed Provider to regulatory action or reputational harm.

6.10. The Provider may terminate this Agreement where the Customer persistently fails to:

a) provide information reasonably requested;
b) provide access for installation or maintenance;
c) cooperate with the onboarding process;
d) comply with reasonable operational instructions.

Where appropriate, the Provider may first suspend the Services and allow a reasonable opportunity to remedy the failure.

6.11. Termination of this Agreement shall not affect:

a) any rights or liabilities accrued before termination;

b) any provision expressly or by implication intended to survive termination; or

c) the Provider’s right to recover any outstanding Charges, interest, administration charges, recovery costs or other sums due under this Agreement.

6.12. Early Termination Charges

Where this Agreement is terminated by or as a result of the Customer before expiry of the Initial Fixed Term or any Additional Term (other than where the Customer has a lawful right to terminate), the Customer shall immediately pay:

a) the Remaining Contract Value;

b) all outstanding Charges;

c) all accrued interest;

d) all applicable administration charges;

e) any debt recovery costs recoverable under this Agreement or applicable law.

For the avoidance of doubt, payment of the Remaining Contract Value to an Appointed Provider shall discharge only that element of the Customer’s liability where the Appointed Provider is contractually entitled to receive it. Any outstanding Charges owed directly to the Provider, including administration fees, late payment charges and other sums due under this Agreement, shall remain payable.

6.13. Any suspension of the Services under this Agreement shall not:

a) relieve the Customer of its obligation to pay any Charges;

b) extend the Initial Fixed Term or any Additional Term;

c) constitute a waiver of any breach by the Customer; or

d) prejudice the Provider’s right to terminate this Agreement.

7. Liability

7.1. Nothing in this Agreement shall exclude or limit either Party’s liability for:

a) death or personal injury caused by its negligence;
b) fraud or fraudulent misrepresentation;
c) any other liability which cannot lawfully be excluded or limited under applicable law.

7.2. To the fullest extent permitted by law, the Provider shall not be liable to the Customer for any:

a) loss of profit;

b) loss of revenue;

c) loss of business;

d) loss of contracts;

e) loss of anticipated savings;

f) loss of goodwill or reputation;

g) loss of data;

h) business interruption;

i) indirect loss; or

j) consequential loss,

whether arising in contract, tort (including negligence), breach of statutory duty or otherwise.

7.3. Subject to Clause 7.1, the Provider’s total aggregate liability arising out of or in connection with this Agreement, whether in contract, tort (including negligence), breach of statutory duty or otherwise, shall not exceed the total Charges paid by the Customer under this Agreement during the twelve (12) months immediately preceding the event giving rise to the claim.

7.4. The Customer acknowledges that the Services may be provided wholly or partly through Appointed Providers and other third parties. The Provider shall not be liable for any act, omission, delay, interruption or failure of an Appointed Provider or other third party, except where caused directly by the Provider’s own breach of this Agreement.

7.5. The Provider shall not be liable for any failure or delay in performing its obligations where such failure or delay arises from circumstances beyond its reasonable control, including any Force Majeure Event.

7.6. The Customer shall be responsible for all Equipment supplied under this Agreement while it is in its possession or control. The Customer shall take reasonable care of the Equipment and shall be liable for any loss, theft, damage or destruction (other than fair wear and tear).

7.7. Where Equipment is lost, damaged or not returned in accordance with this Agreement, the Provider may recover the reasonable cost of repair or replacement, together with any applicable administration or restocking charges specified in the Order Form or Charges Schedule.

7.8. The Customer shall indemnify and keep indemnified the Provider against all losses, liabilities, claims, damages, costs and expenses reasonably incurred by the Provider arising from:

a) the Customer’s breach of this Agreement;

b) the Customer’s misuse of the Services;

c) any negligent or unlawful act or omission of the Customer;

d) any claim brought by a third party arising from the Customer’s use of the Services; or

e) damage to any equipment or property caused by the Customer.

7.9. Each Party shall take reasonable steps to mitigate any loss or damage arising from a breach of this Agreement.

8. Data Protection

8.1. Each Party shall comply with all applicable Data Protection Laws in connection with the performance of this Agreement.

8.2. For the purposes of this Agreement, Data Protection Laws means all applicable legislation relating to the processing of personal data, including the UK General Data Protection Regulation (UK GDPR), the Data Protection Act 2018 and the Privacy and Electronic Communications (EC Directive) Regulations 2003 (PECR), as amended or replaced from time to time.

8.3. The Customer authorises the Provider to collect, use, store and otherwise process personal data supplied by or on behalf of the Customer where necessary to:

a) perform this Agreement;

b) provide the Services;

c) communicate with the Customer;

d) administer the Customer’s account;

e) comply with legal or regulatory obligations; and

f) exercise the Provider’s rights under this Agreement.

8.4. The Customer acknowledges and agrees that the Provider may disclose personal data where reasonably necessary to:

a) an Appointed Provider;

b) members of the BSG Group;

c) subcontractors and service providers;

d) professional advisers;

e) debt recovery agents or solicitors;

f) regulatory authorities or law enforcement agencies where required by law.

8.5. All such disclosures shall be made only where necessary and in accordance with applicable Data Protection Laws.

8.6. The Customer warrants that it has obtained all necessary rights, permissions and lawful authority to provide any personal data to the Provider under this Agreement.

8.7. The Customer acknowledges that the Provider’s Privacy Policy explains how personal data is collected, processed, stored and shared. The Privacy Policy may be updated from time to time and is available on the Provider’s website.

8.8. The obligations contained in this Clause shall continue after termination of this Agreement for so long as either Party continues to process personal data obtained under this Agreement.

9. Confidentiality

9.1. Each Party shall keep confidential all Confidential Information received from the other Party in connection with this Agreement and shall not disclose such Confidential Information to any third party except as permitted by this Agreement or required by law.

9.2. Each Party shall use the other Party’s Confidential Information solely for the purposes of:

a) performing its obligations under this Agreement;

b) exercising its rights under this Agreement; or

c) complying with applicable legal or regulatory obligations.

9.3. Each Party shall use the other Party’s Confidential Information solely for the purposes of:

a) performing its obligations under this Agreement;

b) exercising its rights under this Agreement; or

c) complying with applicable legal or regulatory obligations.

9.4. The obligations contained in this Clause shall not apply to information which:

a) is or becomes publicly available other than through a breach of this Agreement;
b) was lawfully in the receiving Party’s possession before disclosure;
c) is lawfully received from a third party without restriction;
d) is independently developed without reference to the Confidential Information; or
e) is required to be disclosed by law, regulation or court order.

9.5. The obligations contained in this Clause shall continue indefinitely following termination of this Agreement, or for so long as the Confidential Information remains confidential, whichever is longer.

10. Assignment

10.1. The Provider may, at any time, assign, transfer, novate, subcontract or otherwise deal with any of its rights or obligations under this Agreement to any member of the BSG Group, successor in title, purchaser of its business or assets, Appointed Provider or other third party. Where reasonably practicable, the Provider shall provide the Customer with prior written notice of such assignment.

10.2. The Customer may not assign, transfer, novate or otherwise dispose of any of its rights or obligations under this Agreement without the Provider’s prior written consent.

10.3. The Provider may assign or transfer any debt or other sums due under this Agreement to a third-party debt recovery agency, debt purchaser or financing provider without the Customer’s consent, provided that such assignment does not increase the Customer’s obligations under this Agreement.

11. Non-Circumvention

11.1. The Customer shall not, whether directly or indirectly, circumvent or attempt to circumvent the Provider in relation to the Services, any Appointed Provider, or any transaction introduced or arranged by the Provider for the purpose of avoiding the payment of Charges or otherwise depriving the Provider of the benefit of this Agreement.

11.2. Nothing in this clause shall prevent the Customer from exercising any rights expressly granted under this Agreement or by applicable law.

12. Force Majeure

12.1. Neither Party shall be liable for any failure or delay in performing its obligations under this Agreement where such failure or delay is caused by a Force Majeure Event beyond its reasonable control.

12.2. A Force Majeure Event includes, without limitation, acts of God, flood, fire, war, terrorism, civil unrest, epidemic or pandemic, industrial disputes, failure of utilities or telecommunications services, acts or omissions of third-party suppliers or network operators, or any act of government or regulatory authority.

12.3. The affected Party shall use reasonable endeavours to minimise the effects of the Force Majeure Event and resume performance as soon as reasonably practicable. Where the Force Majeure Event continues for more than ninety (90) consecutive days, either Party may terminate this Agreement by written notice without liability, save for any accrued rights or obligations.

13. General

13.1. Entire Agreement

This Agreement constitutes the entire agreement between the Parties in relation to its subject matter and supersedes all previous agreements, representations, negotiations and understandings. Each Party acknowledges that it has not relied on any statement or representation not expressly set out in this Agreement.

13.2. Waiver

No failure or delay by either Party in exercising any right or remedy under this Agreement shall constitute a waiver of that or any other right or remedy.

13.3. Severability

If any provision of this Agreement is held to be invalid, illegal or unenforceable, the remaining provisions shall continue in full force and effect.

13.4. Third Party Rights

A person who is not a Party to this Agreement shall have no right to enforce any of its terms under the Contracts (Rights of Third Parties) Act 1999.

14. Notices

14.1. Any notice or other communication given under this Agreement shall be in writing and delivered by hand, pre-paid first-class post or email to the address or email address last notified by the receiving Party.

14.2. A notice shall be deemed received:

a) if delivered by hand, on delivery;
b) if sent by pre-paid first-class post, on the second Business Day after posting; or
c) if sent by email, at the time of transmission, provided no delivery failure notification is received.

14.3. It is the responsibility of each Party to notify the other promptly of any change to its contact details. A notice sent to the last notified address or email address shall be deemed validly served.

14.4. Notwithstanding any authority or appointment granted by the Customer, the Provider shall be entitled to deal solely with the Customer in relation to this Agreement and shall have no obligation to accept or act upon any notice, instruction, request or communication from any third party unless the Provider expressly agrees otherwise in writing.

15. Jurisdiction and Governing Law

15.1. This Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it shall be governed by and construed in accordance with the laws of England and Wales.

15.2. The Parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales to settle any dispute or claim arising out of or in connection with this Agreement.