Direct-Billed Terms & Conditions

1. About Us

These Terms and Conditions govern the supply of Goods and Services, including mobile airtime and data Services which are billed directly by the Supplier, by:

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

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

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

1.1 The Supplier is the Customer's sole contracting party and biller for both the Goods and the Services. The Customer does not enter into, and has no direct contractual relationship with, any Network Provider or Wholesale Supplier.

1.2 Scope: these Terms apply only where the Purchase Order states that Comms Protect bills the Customer directly for Services. Where the Purchase Order states that Services are provided under a Network Provider Agreement billed by the Network Provider, the Supplier's separate 'Network-Billed Terms and Conditions' apply instead of these Terms. The Purchase Order will identify which set of terms governs each Line or Contract.

2. Interpretation

In these Terms:

• "Account" means the Customer's account with the Supplier for the provision of Goods and/or Services under the Contract.
• "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 all fees payable by the Customer for Goods and/or Services, including Tariff charges, usage charges, and any fees set out in these Terms or the Purchase Order.
• "Connection Date" means the date on which a Line is first activated and capable of use on the Network.
• "Contract" means the agreement formed between the Supplier and the Customer in accordance with these Terms and the relevant Purchase Order.
• "Customer" means the business purchasing Goods and/or Services.
• "Early Termination Fee/Termination Fee" means the sum payable in accordance with clause 16.
• "Fair Usage Policy" means the fair usage terms applicable to each Tariff, as set out in the Supplier's published rate card at www.commsprotect.co.uk/rates, as amended from time to time.
• "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" means a mobile communications telephone number supplied to the Customer under the Contract.
• "Line Rental Subsidy" means a sum paid by the Supplier to the Customer, on receipt of a valid invoice, towards the monthly line rental Charge for a Line, 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 the contract term for the relevant Line(s), as stipulated in the Purchase Order. Different Contracts may have different Minimum Terms.
• "Network" means the mobile telecommunications radio access network(s) of the underlying UK mobile network operator(s) used to provide the Services.
• "PAC" means a porting authorisation code used to transfer a Line to another provider.
• "Purchase Order" means any accepted quotation, proposal, order form or instruction for Goods, Services and/or an Incentive.
• "Services" means mobile telecommunications, data, consultancy, provisioning, licensing, deployment, support and related services supplied and billed directly by the Supplier.
• "Supplier" means Comms Protect Ltd.
• "Tariff" means the airtime, data and/or messaging package described and labelled by the Supplier in the Purchase Order, which may be built using a different underlying wholesale allowance purchased by the Supplier — see clause 13.
• "Wholesale Supplier" means the third party from whom the Supplier procures underlying network capacity for onward supply to the Customer as part of the Services. The Customer has no contract, and no direct relationship, with the Wholesale Supplier or the Network.

3. Basis of Contract

• 3.1 These Terms apply to all Purchase Orders and Contracts unless agreed otherwise in writing.
• 3.2 A Contract is formed when the Supplier accepts a Purchase Order or begins supplying Goods or Services.
• 3.3 These Terms prevail over any terms provided by the Customer.
• 3.4 The Contract, together with the Purchase Order and the Fair Usage Policy, constitutes the entire agreement between the parties for the Goods and Services. No separate agreement exists, or is required, between the Customer and any Network Provider or Wholesale Supplier.
• 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 is a reseller of mobile Services: it procures underlying network capacity from a Wholesale Supplier and supplies the Services to the Customer under its own brand, on its own Tariffs, and bills the Customer directly for all Charges.
• 4.2 The Supplier does not own or operate the Network. The Supplier does not guarantee Network coverage, capacity, or uninterrupted availability, and shall not be liable for outages or faults originating on the Network or with the Wholesale Supplier, save that this does not affect the Supplier's obligation under clause 9 to provide the Services with reasonable skill and care.
• 4.3 The Supplier is the Customer's sole point of contact for all matters relating to the Goods and Services, including billing, faults, complaints and porting. The Customer shall not need to, and should not attempt to, contact any Network Provider or Wholesale Supplier directly.
• 4.4 The Supplier's pricing, discounts and hardware terms may depend on the Supplier's own arrangements with its Wholesale Supplier and on the Customer maintaining its Services for the Minimum Term — see clauses 14, 15 and 16.

5. Purchase Orders

• 5.1 All Purchase Orders are subject to acceptance by the Supplier.
• 5.2 Quotations are valid for 30 days unless otherwise stated.
• 5.3 Once accepted, Purchase Orders 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 requested by the Customer prior to Connection Date.

6. Goods

• 6.1 Goods will be supplied as described 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, save that the Supplier will pass on the benefit of any manufacturer's warranty it receives.

7. Delivery

• 7.1 Delivery dates are estimates only and time of delivery is not of the essence.
• 7.2 No Goods will be dispatched until the Customer has provided any porting authorisation or account information required to activate the associated Line.
• 7.3 The Supplier is not liable for delays caused by third parties, including a manufacturer, courier, or the Wholesale Supplier.
• 7.4 Risk passes to the Customer upon delivery.

8. Title to Goods

• 8.1 Ownership of Goods remains with the Supplier until full payment is received, including any Charges due under clause 16.
• 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 Services will be provided with reasonable skill and care.
• 9.2 Services depend on the Network and on the Wholesale Supplier's own systems; no guarantee is given that Services will be uninterrupted or error-free.
• 9.3 The Supplier will bill, support, and be the Customer's point of contact for the Services for the duration of the Contract, as set out in clause 4.3.

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, including for Purchase Order and porting purposes.
• Comply with all applicable laws and with the Fair Usage Policy.
• Use the Goods and Services lawfully and only as described in the Purchase Order.
• Secure devices, SIMs and access credentials.
• Notify the Supplier promptly of loss, theft or misuse of any Line or device.
• Be responsible for all usage on its Lines, including data, calls and messages, whether used by the Customer or a third party, save as set out in clause 12.8.

12. Charges and Payment

• 12.1 All Charges are exclusive of VAT.
• 12.2 Charges comprise the monthly Tariff charge for each Line, plus any usage outside the Tariff allowance, charged at the Supplier's published out-of-bundle rates (available at www.commsprotect.co.uk/rates, as amended from time to time on reasonable notice). Where the Purchase Order specifies different or discounted out-of-bundle rates for a Line, those rates apply instead of the Supplier's published rate card for that Line. Changes to out-of-bundle rates under this clause are governed solely by this clause 12.2, and do not give rise to any right to terminate under clause 12.9.
• 12.3 Recurring Charges are payable monthly in advance; usage-based Charges are payable monthly in arrears. Payment shall be made by direct debit unless otherwise agreed in writing.
• 12.4 Each invoice is payable within 14 days of its date. Time for payment is of the essence.
• 12.5 Late payment may result in: (a) interest, accruing daily at 4% per year above the Bank of England base rate; (b) suspension of Services under clause 25; (c) recovery costs; (d) legal action.
• 12.6 An invoice is deemed accepted and undisputed unless the Customer notifies the Supplier in writing, clearly identifying the reason for the dispute, within 30 days of the invoice date.
• 12.7 All Charges shall be paid in full without deduction, set-off or counterclaim.
• 12.8 The Customer is liable for all Charges arising from use of its Lines, including unauthorised or fraudulent use, save that the Supplier will act reasonably and promptly to help the Customer prevent and limit loss once notified under clause 11.
• 12.9 The Supplier may increase Charges on no less than 30 days' written notice. This clause 12.9 does not apply to, and no right to terminate arises under this clause in respect of, changes to out-of-bundle rates made under clause 12.2. Where an increase to which this clause 12.9 applies is not made under clause 12.10 (annual RPI adjustment), the Customer may, within 30 days of that notice, terminate the affected Line(s) without an Early Termination Fee by written notice to the Supplier; otherwise the increase will take effect.
• 12.10 In addition to clause 12.9, the Supplier may increase the recurring Tariff charge for each Line automatically on 1 April each year, by no more than the increase (if any) in the Retail Prices Index (RPI) published by the Office for National Statistics in the preceding February, plus 3%. The Supplier will confirm the new monthly Tariff charge to the Customer in writing before the increase takes effect. The Customer does not have a right to terminate a Line without an Early Termination Fee as a result of an increase made under this clause.

13. Tariffs and Fair Usage

• 13.1 The data, minute and message allowances described in the Purchase Order (including any Tariff labelled 'Unlimited' or similar) are the Supplier's own branded description of the Tariff and may be built using a different, smaller underlying wholesale allowance purchased by the Supplier from its Wholesale Supplier.
• 13.2 The Fair Usage Policy sets out the usage levels the Supplier considers reasonable for each Tariff, and the action the Supplier may take — including reducing speed, applying additional charges at the rates in clause 12.2, or moving the Customer to a different Tariff — where usage on a Line materially and repeatedly exceeds those levels.
• 13.3 The Customer acknowledges that a Tariff labelled 'Unlimited' or similar is descriptive branding only, is subject to the Fair Usage Policy, and is not a guarantee of usage without any limit.
• 13.4 Save where usage indicates fraud or a material and imminent cost risk to the Supplier, the Supplier will give the Customer reasonable notice and an opportunity to reduce usage before taking action under this clause.

14. Commercial Basis of Pricing

• 14.1 Pricing, discounts and hardware terms may be based on: (a) Minimum Term commitments; (b) expected revenue from the Tariff over the Minimum Term; (c) the Customer maintaining active Lines and Services.
• 14.2 Where Goods or commercial terms are subsidised or discounted, or an Incentive is provided, this is conditional on the Customer maintaining its Services for the Minimum Term. If the Customer ends a Line early, the Supplier may also invoice for: (a) the Manufacturer's RRP, as at the date of the Purchase Order, of any subsidised or discounted Goods; (b) the amount of any Buyout or Line Rental Subsidy already paid; (c) the value of any Hardware Fund balance used — in each case in addition to the Termination Fee under clause 16.
• 14.3 The Customer acknowledges that early cancellation or reduction of Services may cause the Supplier financial loss, recoverable under clause 16.

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

• 15.1 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.
• 15.2 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.
• 15.3 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.
• 15.4 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.
• 15.5 Entitlement to any Incentive is conditional on the Customer complying with its obligations under the Contract, and not being in breach of it. Clause 16 sets out the Supplier's right to reclaim an Incentive where the Customer ends a Line early or is otherwise in breach.

16. Minimum Term, Early Termination and Disconnection Charges

• 16.1 Each Line or Contract has a Minimum Term as stipulated in the Purchase Order. Minimum Terms may differ between Contracts and between Lines within the same Contract.
• 16.2 The Customer may terminate a Line or the Contract by giving the Supplier not less than 90 days' written notice. Notice may be given to expire at or after the end of the Minimum Term without charge under this clause; notice given to take effect before the end of the Minimum Term is subject to clause 16.3. For the avoidance of doubt, the Contract does not automatically renew for a further Minimum Term on expiry of the Minimum Term. Where the Customer has not given notice to terminate by the end of the Minimum Term, the Line and the Contract continue on a rolling basis, with no new Minimum Term and no further Termination Fee arising under clause 16.3, until terminated by the Customer giving not less than 90 days' written notice.
• 16.3 Termination Fee: if a Line is terminated, disconnected, ported away, or the Contract otherwise ends in respect of that Line (other than as a result of the Supplier's uncured material breach) before the end of its Minimum Term, the Customer shall pay the Supplier a Termination Fee equal to 100% of the monthly line rental Charge for that Line, multiplied by the number of complete and partial months remaining between the effective date of termination and the end of the Minimum Term.
• 16.4 Administration Fee: in addition to the Termination Fee, an administration fee of £30 per connection is payable where a Line is disconnected, terminated or ported away during its Minimum Term.
• 16.5 Where clause 14.2 applies, sums due under that clause are payable in addition to the Termination Fee and Administration Fee.
• 16.6 Amounts due under this clause will be invoiced on or after the effective date of termination or disconnection and are payable immediately on receipt. The Customer acknowledges these sums are a genuine pre-estimate of the Supplier's loss and are not a penalty.
• 16.7 This clause survives termination of the Contract.

17. Porting

• 17.1 Where the Customer requests a PAC to port a number away from the Supplier, the Supplier will provide it within the timeframe required by Ofcom rules.
• 17.2 A request for a PAC during the Minimum Term will be treated as notice to terminate that Line and clause 16 shall apply.

18. Service Availability

Services are provided on an "as available" basis. The Supplier does not guarantee uptime, coverage or performance of the underlying Network, and usage abroad or on out-of-bundle services may incur additional charges under clause 12.2.

19. Liability

• 19.1 Nothing in these Terms excludes liability for death, personal injury or fraud.
• 19.2 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.
• 19.3 Subject to clause 19.1, the Supplier's total liability arising out of or in connection with a Line or Purchase Order shall be limited to the total Charges paid by the Customer under that Line or Purchase Order.

20. Recommendations

Any recommendations are given in good faith. The Customer is responsible for its decisions.

21. Confidentiality

Both parties shall keep confidential all commercially sensitive information of the other party and shall not use it other than to perform the Contract.

22. Data Protection

Both parties shall comply with UK GDPR and applicable data protection legislation.

23. Termination

Either party may terminate the Contract: (a) upon expiry of the Minimum Term in accordance with clause 16; (b) for the other party's uncured material breach; (c) for non-payment; (d) upon the other party's insolvency. Termination does not affect any Charges, Termination Fees or other sums already accrued, which remain payable.

24. Force Majeure

The Supplier shall not be liable for delays or failures caused by events beyond its reasonable control, including failures of the Network or Wholesale Supplier.

25. Suspension

The Supplier may suspend Services where: (a) payment is overdue; (b) misuse or fraud is suspected; (c) required by law or by the Wholesale Supplier/Network. Charges may continue to accrue during suspension caused by the Customer's breach.

26. Intellectual Property

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

27. Website Use

Website content, including the Fair Usage Policy and rate card, is provided for general information and may change from time to time without notice, save where these Terms require prior notice of a change.

28. Indemnity

The Customer shall indemnify the Supplier against losses arising from:

• Breach of these Terms, including the Fair Usage Policy.
• Unauthorised or fraudulent use of the Services.
• Any act or omission causing financial loss to the Supplier.

29. Dispute Resolution

• 29.1 The parties shall use reasonable endeavours to resolve disputes informally in the first instance.
• 29.2 The Supplier is a member of CISAS (the Communications and Internet Services Adjudication Scheme), an Ofcom-approved Alternative Dispute Resolution scheme. Where a dispute cannot be resolved informally under clause 29.1, the Customer may refer it to CISAS for adjudication in accordance with the CISAS scheme rules.
• 29.3 Nothing in this clause prevents either party seeking a remedy through the courts at any time.

30. Variation of Terms

• 30.1 The Supplier may update these Terms from time to time.
• 30.2 The latest version will be available on the Supplier's website.
• 30.3 The version in force at the time of Purchase Order shall apply, save for changes the Supplier is required to make by law or regulation.
• 30.4 Material changes will apply to future Purchase Orders unless otherwise agreed, save as set out in clause 12.9.

31. General

• 31.1 No variation is valid unless agreed in writing.
• 31.2 No partnership or agency is created between the parties, or between the Supplier and any Network Provider or Wholesale Supplier, in each case as against the Customer.
• 31.3 Failure to enforce rights does not waive them.

32. Governing Law

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