1. This Agreement

a) This agreement is the Telecom Service Agreement between the Provider and You (“Agreement”).

b) In this Agreement, “Party” means BSG or You (as the case may be) and “Parties” shall be interpreted accordingly.

c) In this Agreement references to “Sections 1, 2, 3 and 4” are references to those sections on the Page 1 of this Agreement.

d) This Agreement will commence on the date of signature “commencement Date”.

e) You will begin making payments in accordance with the agreement on the date provided by the Provider “Start Date”.

f) The Provider will provide you with a Start Date within 10 working days of your Commencement Date.

g) The Appointed Provider(s) mentioned herein, is the provider outlined on Page 2 of this Agreement.

h) You agree to comply with the terms & conditions of your Appointed Provider(s).

h(i) If there is any non-compliance or breach by You of the term set out in the terms and conditions of the Appointed Provider(s), BSG will have the right to suspend or terminate this Agreement with immediate effect, all rights inferred in clause (4). Early Termination will remain unaffected.

i) The Services referenced on Page 2 can only be used with the Provider and the Appointed Provider(s). Should BSG wish to change the Appointed Provider(s) BSG will give You no less than 2 weeks’ notice in writing

j) BSG reserves the right to change the Appointed Provider(s) at its sole discretion.

k) For the purposes of this Agreement, a Trigger Event “TE” is a course of action that may be deemed unlawful, or violates the Term of Service, or Conditions of the Provider, or Appointed Provider(s).

l) The term Remaining Contractual Value “RMC”, within this Agreement means the number of months left outstanding on the contract, multiplied by the monthly reoccurring charge.

m) The Agreement will continue from the Start Date for the Term as specified in Section 2 (“Initial Fixed Term”)

n) Provided that, unless not less than 90 days prior written notice of termination is given by either Party to the other, expiring at the end of the Initial Term, this Agreement shall continue in force for a further period of the same Term specified in section 3 from the date of expiry of the Initial Term (“the Additional Term”), and such Additional Term (and subsequent Additional Terms) shall similarly renew in the manner set out in this clause unless not less than 90 days prior written notice of termination is given by either Party.

2. Telecom Service Charges

a) The payments You are legally obliged to pay relating to this Agreement are set out in the section 2 (“Telecom Service Charges”). These Telecom Service Charges apply to the Initial Fixed Term and will be replicated for any Additional Fixed Term(s).

b) The Provider will charge You a fee for any cancelled direct debit returned by the Provider’s BACS service provider of £50.00 each time a Direct Debit is cancelled or You fail to make at the time the Direct Debit is due (“Cancelled Direct Debit Fee”), to cover Provider’s reasonable administration costs. Provider will have the sole right to waive any Cancelled Direct Debit Fees.

c) The Provider will charge You an additional late payment fee of £40.00 for each payment You fail to make at the time the Direct Debit is due (“Late Fee”), to cover Provider’s reasonable administration and/or recovery costs. The Provider will have the sole right to waive any Late Fees.

d)All amounts in this Agreement are exclusive of VAT, which shall, where applicable, be payable in addition.

3. Payment

a) All Terminal Rental Charges and any Late &/or Cancelled Direct Debit Fees are to be paid by Direct Debit.

b) The Provider will notify You of any Late Fees not less than 3 days prior to the Direct Debit being taken.

c)You must complete and sign a Direct Debit form, provided by Provider.

d)All monies paid to Provider will be non-refundable.

4. Early Termination

a) Provider has the sole right to allow You to terminate this Agreement before the end of the Initial Term or any Additional Terms. If the Provider permits You to terminate this Agreement before the end of an Initial Term or an Additional Term, You must first pay the full RMC and all outstanding Fees including Late Fees, relating to the relevant term to the Provider before this Agreement can be terminated.

b) The Provider has the right to terminate this Agreement at any time by giving You not less than 30 calendar days written notice.

c)If this Agreement is terminated by the Provider as per the above clause 4(b) then You will only pay to the Provider any Fees and Late Fees outstanding at the date this Agreement is to be terminated.

d) The Provider may terminate this Agreement with immediate effect if You materially breach this Agreement.

e) The Provider reserves the right to terminate the Agreement with immediate effect, and charge the RMC should the Appointed Provider terminate the contractual relationship due to misuse or improper conduct.

f) If this Agreement is terminated by the Provider as per clause4(d) then You will pay all outstanding Fees and Late Fees relating to the relevant term to the Provider within 7 calendar days of the notice having been given by the Provider.

g) The Provider reserves the right to terminate the Agreement with immediate effect should your account remain in arrears for a period of over 2 months.

h) If this agreement is terminated as per clause 5(g), the RMC plus all outstanding fees, including late fees shall become immediately payable.

i) Should a TE occur during the term or any subsequent terms of this Agreement the RMC, plus all outstanding fees, including late fees shall become immediately payable.

j) Should payment of the whole RMC to be made to the Appointed Provider, the obligation to pay BSG shall be discharged.

j(i) All other outstanding fees, such as Late Fess and Cancelled Direct Debit Fees, shall remain payable

5. Service

a) Services for the purposes of this clause relate to the operational service provided by the Appointed Provider.

i) The Provider does not give any warranties regarding specific service supplied from the Appointed Provider.

ii) Any service changes are at the discretion of the Appointed Provider and bear no relevance to the terms of the Agreement.

iii) The Provider will use reasonable endeavours to resolve any issue regarding the supply of the services from the Appointed Provider. However, responsibility falls with the Third-Party Provider, and substandard service is not deemed a material breach for the purposes of this agreement.

6. Liability

a) The Provider are not liable for any losses incurred by You in relation to this Agreement.

b) Nothing in this Agreement shall operate to exclude or limit either Party’s liability for: (1) death or personal injury caused by its negligence; (2) fraud; (3) wilful misconduct; and/or (4) any other liability which cannot be excluded or limited under applicable law.

c) The Provider are not liable for any injuries sustained whilst using any product or their services.

d) Notwithstanding any other provision of this Agreement, the aggregate liability of the Provider, its respective directors and employees, whether in contract, tort or otherwise, shall in no circumstances whatsoever (but to the extent allowed by law) exceed the Fees paid by You to the Provider.

e) The Provider are not responsible for anything they deem outside their control.

f) You are wholly responsible for any loss, damage (including accidental), or defamation of the Equipment whilst it is in your possession and until it has been returned and has been received by the Provider.

g) For any Equipment that has been lost or damaged in any way as pursuant to clause 6c You will be charged a Restocking Fee by the Provider.

7. Data

a) You hereby grant the Provider authority to use any data provided by You to the Provider, for the provision of services by the Provider to You and for the Provider to fulfil its obligations within this Agreement

b) BSG commits that all personal data will be collected, processed, and held in accordance with all applicable data protection legislation including the Data Protection Act 1998, the Privacy and Electronic Communications (EC Directive) Regulations 2003 and any codes of practice or other guidance issued from time to time relating to the processing of personal data;

c) The Parties further agree that all personal information they may each use will be collected, processed, and held in accordance with the provisions of EU Regulation 2016/679 General Data Protection Regulation (“GDPR”) and that they will each comply at all times with their respective obligations under GDPR.

d) By signing this Agreement, you agree that all personal data will be used in accordance with the Provider’s Data Usage Policy.

8. Confidentiality

a) The Parties agree to keep all Confidential Information in relation to the business of the other confidential during and after the term of this Agreement. This Clause 8 will not apply to:

any information which has been published or is in the public domain other than through a breach of this Agreement; information in the possession of the recipient party before the disclosure under this Agreement took place; information obtained from a third party who is free to disclose it; information which a Party is required by law to disclose.

9. Assignment

a) The Provider expressly reserves the right to assign this Agreement, and all its content, to a company of their choosing by providing not less than 30 calendar days written notice.

b) No prior consent is required from You for The Provider to assign this Agreement, provided notice is given as outlined in clause (9a)

10. Non-Circumvention

Both Parties hereby irrevocably agree not to circumvent or attempt to circumvent the provisions of this Agreement, including but not limited to those provisions regarding the calculation and payment of the Fees, and affirm that in every case that they will act with the highest standards of ethics in their dealings with each other.

11. Force Majeure

a) In no event shall The Provider be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services; it being understood that the Trustee shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances.

12. Nature of Agreement

a) This Agreement contains the entire agreement between the Parties with respect to its subject matter and may not be modified except by an instrument in writing signed by the duly authorised representatives of the Parties.

b) Each party agrees that, in entering into this Agreement, it does not rely on any representation, warranty or other provision except as expressly provided in this Agreement, and all conditions, warranties or other terms implied by statute or common law are excluded to the fullest extent permitted by law.

c)No failure or delay by either party in exercising any of its rights under this Agreement shall be deemed to be a waiver of that right, and no waiver by either party of a breach of any provision of this Agreement shall be deemed to be a waiver of any subsequent breach of the same or any other provision.

d)If any provision of this Agreement is held by any court or other competent authority to be invalid or unenforceable in whole or in part, this Agreement shall continue to be valid as to its other provisions and the remainder of the affected provision.

e) If the Provider do not insist immediately that You do anything You are obligated to do under this Agreement, or if the Provider delay in taking steps against You in respect of You breaching this Agreement, then the Provider can still enforce the terms set out in this Agreement at any time.

f) A person who is not Party to this Agreement may not enforce any term of this Agreement under the Contracts (Rights of Third Parties) Act 1999. The Parties may rescind or change any term of this Agreement without the consent of a person who is not Party to this Agreement

13. Notices and Service

a) Any notice or other information required or authorised by this Agreement to be given by either party

to the other shall be given by:

delivering it by hand

sending it by pre-paid registered post; or

iii. sending it by email, facsimile transmission or comparable means of communication to the other party at the address given in Section 1 of this Agreement.

b)Any notice or information given by post in the manner provided by Sub-clause 9(a)(i) which is not returned to the sender as undelivered shall be deemed to have been given on the day after the envelope containing it was so posted; and proof that the envelope containing any such notice or information was properly addressed, pre-paid, registered and posted, and that it has not been so returned to the sender, shall be sufficient evidence that the notice or information has been duly given.

c) Any notice or information sent by email or comparable means of communication shall be deemed to have been duly given on the date of transmission, provided that a confirming copy of it is sent as provided in Sub-clause 11(a)(ii) to the other party at the address given in Section 1 of this Agreement within 24 hours after transmission.

d) Service of any document for the purposes of any legal proceedings concerning or arising out of this Agreement shall be effected by either party by causing it to be delivered to the other party at its registered or principal office, or to such other address as may be notified to it by the other party in writing from time to time.

14. Jurisdiction

a) This Agreement shall be governed and construed in accordance with the Laws of England and Wales.

b) In relation to any legal action or proceedings to enforce this Agreement or arising out of or in connection with this Agreement each of the parties irrevocably submits to the exclusive jurisdiction of the English and Welsh courts and waives any objection to proceedings in such courts.

c) On signing this Agreement, You agree that the information given by You or anyone on behalf of You to BSG relating to this Agreement is correct and accurate and that any person signing this Agreement on behalf of You has the authority of You to sign this Agreement and that they are at least 18 years old.

15.Variation

This Agreement may be varied from time to time by the Company by informing the Service User in writing of any variation 30 days before the variation takes effect. Any variation will be deemed to have been accepted, variations will not and cannot be applied retrospectively.