Network-Billed Terms & Conditions

1. About Us

These Terms and Conditions govern the supply of Goods and Incentives by:

Comms Protect Ltd, 1 Evans Way, Deeside, CH5 1QJ, United Kingdom

Email: hello@commsprotect.co.uk | Telephone: 01244 835330

All Goods and Incentives are supplied strictly to business customers. By accepting a Purchase Order, the Customer confirms it is acting in the course of business and not as a consumer.

1.1 Under these Terms, the Supplier acts as an independent introducer of Network Provider Agreements. Where specified in a Purchase Order, the Supplier may also supply Goods (including handsets) to the Customer for a one-off Charge, and/or provide an Incentive (a Buyout, Hardware Fund or Line Rental Subsidy). Airtime, data and other Services are supplied and billed directly by the Network Provider under the Network Provider Agreement; the Supplier does not charge the Customer for Services.

1.2 Scope: these Terms apply only where the Supplier issues a Purchase Order to the Customer for Goods and/or an Incentive. Where the Customer enters into a Network Provider Agreement without a Purchase Order from the Supplier, no Contract is formed between the Customer and the Supplier and these Terms do not apply. Where the Order states that Comms Protect bills the Customer directly for Services, the Supplier's separate 'Direct-Billed Terms and Conditions' apply instead.

2. Interpretation

In these Terms:

• "Business Day" means any day other than a Saturday, Sunday or public holiday in England.
• "Buyout" means a sum paid or reimbursed by the Supplier to the Customer, on receipt of a valid invoice, towards early termination charges owed by the Customer to its previous telecommunications supplier, as specified in the Purchase Order.
• "Charges" means the one-off fee(s) payable by the Customer to the Supplier for Goods specified in a Purchase Order. The Supplier does not charge the Customer for Services under this Contract.
• "Contract" means the agreement formed between the Supplier and the Customer when the Supplier issues, and the Customer accepts, a Purchase Order in accordance with these Terms.
• "Customer" means the business purchasing Goods and/or receiving an Incentive.
• "Goods" means devices, hardware, equipment and related products supplied by the Supplier.
• "Hardware Fund" means a credit balance made available by the Supplier to the Customer, to be drawn down only against future Goods purchased from the Supplier, up to the value specified in the Purchase Order. It is not payable to the Customer in cash.
• "Incentive" means a Buyout, Hardware Fund and/or Line Rental Subsidy provided by the Supplier to the Customer as specified in a Purchase Order.
• "Line Rental Subsidy" means a sum paid by the Supplier to the Customer, on receipt of a valid invoice, towards the line rental charged to the Customer by the Network Provider, payable as a single sum or in instalments over the period specified in the Purchase Order.
• "Manufacturer's RRP" means the recommended retail price for the relevant Goods published by the original manufacturer, as at the date of the Purchase Order.
• "Minimum Term" means any agreed contract duration or commitment period stated in the Purchase Order or the Network Provider Agreement.
• "Network Provider" means a telecommunications operator including, but not limited to, EE, O2, Vodafone and Three.
• "Network Provider Agreement" means the separate contract entered into directly between the Customer and a Network Provider, under which the Network Provider bills the Customer directly for Services.
• "Purchase Order" means the order document issued by the Supplier to the Customer specifying the Goods and/or Incentive to be provided, which forms the Contract between the parties. Where no Purchase Order is issued, no Contract is formed between the Customer and the Supplier under these Terms.
• "Services" means telecommunications, data and related services supplied by the Network Provider under the Network Provider Agreement. The Supplier does not supply or charge for Services.
• "Supplier" means Comms Protect Ltd.

3. Basis of Contract

• 3.1 These Terms apply only where the Supplier issues a Purchase Order to the Customer.
• 3.2 A Contract is formed when the Supplier issues, and the Customer accepts, a Purchase Order. Where the Customer enters into a Network Provider Agreement without a Purchase Order from the Supplier, no Contract is formed between the Customer and the Supplier, and these Terms do not apply.
• 3.3 These Terms prevail over any terms provided by the Customer.
• 3.4 The Contract constitutes the entire agreement between the parties in respect of the Goods and/or Incentive supplied by the Supplier. It does not form part of, and does not vary, the separate Network Provider Agreement between the Customer and the Network Provider.
• 3.5 The Customer acknowledges that it has not relied on any representation not expressly contained in the Contract.

4. Role of the Supplier

• 4.1 The Supplier acts as an independent reseller and intermediary.
• 4.2 Airtime and network Services are supplied by Network Providers under the separate Network Provider Agreement, billed directly by the Network Provider to the Customer.
• 4.3 The Supplier shall not be liable for: (a) network performance, coverage or availability; (b) network outages or faults; (c) charges billed by Network Providers; (d) tariff or contract changes imposed by Network Providers; (e) acts or omissions of Network Providers.
• 4.4 The Customer acknowledges that pricing, Goods terms and any Incentive offered by the Supplier may depend on the Customer maintaining the Network Provider Agreement.
• 4.5 Where authorised by the Customer, the Supplier may act as the Customer's agent in dealings with the Network Provider, including managing and monitoring the Network Provider Agreement on the Customer's behalf. The Customer authorises the Network Provider to disclose to the Supplier information relating to the Network Provider Agreement, including usage and account status, for this purpose.

5. Purchase Orders

• 5.1 All Purchase Orders are subject to acceptance by both the Supplier and the Customer.
• 5.2 Quotations are valid for 30 days unless otherwise stated.
• 5.3 Once accepted, a Purchase Order may not be cancelled or amended without written agreement.
• 5.4 The Supplier reserves the right to charge for any costs incurred due to cancellation or changes.

6. Goods

• 6.1 Goods will be supplied as described (including make and model) in the Purchase Order.
• 6.2 The Customer is responsible for ensuring suitability for its intended use.
• 6.3 All implied warranties are excluded to the fullest extent permitted by law.

7. Delivery

• 7.1 Delivery dates are estimates only.
• 7.2 The Supplier is not liable for delays caused by third parties, including the Network Provider.
• 7.3 Risk passes to the Customer upon delivery.

8. Title to Goods

• 8.1 Ownership of Goods remains with the Supplier until full payment of the Charges is received.
• 8.2 Until ownership passes, the Customer shall: (a) store Goods separately; (b) maintain insurance; (c) not dispose of Goods without consent.
• 8.3 The Supplier may recover Goods where payment is outstanding.

9. Services

• 9.1 Any Services supplied directly by the Supplier (as opposed to the Network Provider under the Network Provider Agreement) are provided free of charge, as part of introducing the Network Provider Agreement, and will be provided with reasonable skill and care.
• 9.2 Services may depend on third-party systems or providers, including the Network Provider.
• 9.3 No guarantee is given that Services will be uninterrupted or error-free.

10. Device Configuration and Management

• 10.1 Devices may be pre-configured or enrolled prior to delivery.
• 10.2 The Customer is responsible for ongoing management and compliance.
• 10.3 The Supplier is not liable for issues arising from: (a) removal or alteration of configurations; (b) misconfiguration by the Customer; (c) third-party platform issues.

11. Customer Obligations

The Customer shall:

• Provide accurate information.
• Comply with all laws and Network Provider terms.
• Use Goods and Services lawfully.
• Secure devices and access credentials.
• Notify loss or misuse.
• Enter into, and maintain, the Network Provider Agreement where introduced by the Supplier.
• Where the Supplier is acting on the Customer's behalf under clause 4.5, authorise the Network Provider to disclose to the Supplier information relating to the Network Provider Agreement.

12. Charges and Payment

• 12.1 Charges are limited to the one-off fee(s) for Goods specified in the Purchase Order, and are exclusive of VAT.
• 12.2 Payment for Goods must be made in accordance with the terms stated in the Purchase Order.
• 12.3 Time for payment is of the essence.
• 12.4 All payments must be made without deduction or set-off.
• 12.5 Late payment may result in: (a) interest charges; (b) the Supplier withholding delivery of any outstanding Goods; (c) recovery costs; (d) legal action.
• 12.6 The Customer shall be responsible for all reasonable recovery and legal costs.
• 12.7 For the avoidance of doubt, charges for airtime, data and other Services are billed directly by, and payable directly to, the Network Provider under the Network Provider Agreement. The Supplier does not charge the Customer for Services, and no such charges are Charges under this Contract.

13. Incentives: Buyout, Hardware Fund and Line Rental Subsidy

• 13.1 Where specified in a Purchase Order, the Supplier may provide the Customer with one or more of a Buyout, Hardware Fund or Line Rental Subsidy (each an Incentive), on the terms set out in the Purchase Order and this clause.
• 13.2 Buyout: the Supplier shall pay the Buyout amount specified in the Purchase Order upon receipt of a valid invoice from the Customer evidencing the early termination charges owed by the Customer to its previous supplier. Where those charges are less than the amount specified in the Purchase Order, the Supplier's liability is limited to the lower amount.
• 13.3 Hardware Fund: the Hardware Fund may only be drawn down by the Customer against future Goods ordered from the Supplier, up to the value specified in the Purchase Order. It is not payable in cash. Any unused balance expires on the date specified in the Purchase Order or, if none is specified, at the end of the Minimum Term.
• 13.4 Line Rental Subsidy: the Supplier shall pay the Line Rental Subsidy specified in the Purchase Order upon receipt of a valid invoice from the Customer, as a single sum or in instalments over the period specified in the Purchase Order.
• 13.5 Entitlement to any Incentive is conditional on the Customer complying with its obligations under the Contract and the Network Provider Agreement, and not being in breach of either. Clause 15 sets out the Supplier's right to reclaim an Incentive where the Customer ends the Network Provider Agreement early or is otherwise in breach.

14. Commercial Basis of Pricing

• 14.1 Pricing, discounts, Goods terms and any Incentive may be based on: (a) Minimum Term commitments under the Network Provider Agreement; (b) the Supplier's expected commission or revenue from the Network Provider, based on the Customer's ongoing spend and usage under the Network Provider Agreement; (c) the Customer maintaining active Services under the Network Provider Agreement.
• 14.2 The Customer acknowledges that changes to, or early termination of, the Network Provider Agreement may result in financial loss to the Supplier, recoverable under clause 15.

15. Hardware, Subsidy and Early Termination

• 15.1 Where Goods are subsidised or discounted, or an Incentive is provided, this is conditional on the Customer maintaining the Network Provider Agreement and/or agreed Services for the Minimum Term.
• 15.2 If the Customer: (a) terminates the Network Provider Agreement early; (b) reduces or disconnects Services; (c) ports numbers away; (d) breaches the Network Provider Agreement; or (e) otherwise causes commission clawback or financial loss to the Supplier — the Supplier reserves the right to invoice the Customer for: (i) the Manufacturer's RRP, as at the date of the Purchase Order, of any subsidised or discounted Goods; (ii) the amount of any Buyout or Line Rental Subsidy already paid; (iii) the value of any Hardware Fund balance used; (iv) commission clawback or losses incurred by the Supplier; (v) administration and recovery costs.
• 15.3 Any such sums become immediately payable.
• 15.4 This clause survives termination.

16. Service Availability

Services provided under the Network Provider Agreement are provided by the Network Provider on an "as available" basis, without guarantee of uptime or performance by the Supplier.

17. Liability

• 17.1 Nothing excludes liability for death, personal injury or fraud.
• 17.2 The Supplier shall not be liable for: (a) loss of profit or revenue; (b) loss of business; (c) loss of data; (d) indirect or consequential loss.
• 17.3 Total liability is limited to the total amount paid by the Customer to the Supplier for Goods under the Contract.

18. Recommendations

Any recommendations are given in good faith. The Customer is responsible for its decisions, including its decision to enter into any Network Provider Agreement.

19. Confidentiality

Both parties shall keep confidential all commercially sensitive information.

20. Data Protection

Both parties shall comply with UK GDPR and applicable legislation.

21. Termination

Either party may terminate a Contract: (a) upon expiry of any agreed term; (b) for material breach; (c) for non-payment of Charges for Goods; (d) upon insolvency. Termination of this Contract does not, of itself, terminate the separate Network Provider Agreement.

22. Force Majeure

The Supplier shall not be liable for delays caused by events beyond its control.

23. Suspension

The Supplier may withhold delivery of any outstanding Goods, or decline to provide any further Incentive, where: (a) payment for Goods is overdue; (b) misuse or fraud is suspected; (c) required by law. Any such suspension does not affect the Customer's separate Network Provider Agreement.

24. Intellectual Property

All intellectual property remains the property of the Supplier or its licensors.

25. Website Use

Website content is provided for general information only and may change without notice.

26. Indemnity

The Customer shall indemnify the Supplier against losses arising from:

• Breach of these Terms.
• Breach of the Network Provider Agreement.
• Actions resulting in financial loss to the Supplier.

27. Variation of Terms

• 27.1 The Supplier may update these Terms from time to time.
• 27.2 The latest version will be available on the Supplier's website.
• 27.3 The version in force at the time of the Purchase Order shall apply.
• 27.4 Material changes will apply to future Purchase Orders unless agreed otherwise.

28. General

• 28.1 No variation is valid unless agreed in writing.
• 28.2 No partnership or agency is created between the Supplier and the Customer, save that the Supplier may act as agent solely for the limited purpose of introducing or arranging the Network Provider Agreement.
• 28.3 Failure to enforce rights does not waive them.

29. Governing Law

These Terms shall be governed by the laws of England and Wales. The courts of England and Wales shall have exclusive jurisdiction.