TMC TELECOM LIMITED

General Conditions for Communications Services

DEFINITIONS

“Call” means a signal, message or communication which is silent, spoken or visual on each Telephone Line that we agree to provide to you under this Agreement.

“Conditions” means these General Conditions for Communications Services and any other Conditions specific to other Services.

“Equipment” shall mean Leased Equipment and/or Sale Equipment.

 “Leased Equipment” means any equipment leased by you from a third party leasing company whether identified on the Order Form or otherwise that you lease as part of the provision of the Services;

“Minimum Spend” means in relation to each Service the monthly minimum spend commitment as outlined in the Order Form, or the Tariff or otherwise in any agreed tariff plan referred to in the Order Form constituting the minimum amount you agree to pay to us each month for that Service regardless of your actual use of the Service.

“Minimum Term” means the minimum initial period of service for each Service as shown on the Order Form, such period to start on the date on which the relevant Service is first made available to you for use. For the avoidance of doubt, unless otherwise agreed in writing or on the Order Form the minimum term will be [24 months] from your Contract Commencement Date or other such date as may be notified to you in accordance with paragraph 19.2.

“Mobile Intermediary Schedule” means the schedule annexed hereto being an additional set of terms applicable to the type of Services provided by TMC Telecom as set down at clause 1.4

 “Order Form/s” means (i) where you place an order with us by telephone, the confirmation of order accompanying these General Conditions for Communications Services, or (ii) where you place a written order, the document you sign when you become our customer, in each case detailing, amongst other things, the Services you wish to receive, the minimum period you wish to receive the Services for and the Tariff at which you will be charged and which forms part of this Agreement.

“Sale Equipment” means the equipment identified on the Order Form or otherwise notified to you in writing that we will sell to you, subject to the provisions of this Agreement.

“Service” or “Service” means all or part of the Services explained in paragraph 1 or identified in the Order Form and any related services that we agree to provide to you under this Agreement.

 “Tariff” means the TMC Telecom tariff of charges referred to in these General Conditions for Communications Services and as set out in or referenced in the Order Forms and/or the TMC Telecom website (www.tmc-telecom.co.uk) or otherwise notified to you and as amended from time to time under paragraph 19.2 below.

“Telephone Line” means a connection to our network or any other network we arrange

 “We” and “us” and “TMC Telecom” and “our” mean TMC Telecom Limited (Co. Registration Number 07932414 whose Registered Office is situated at Unit 21 Stockwood Business Park, Stockwood, Redditch, Worcestershire B96 6SX

 “You” and “your” means the customer we make this Agreement with. It includes a person who we reasonably believe is acting with the customer’s authority or knowledge.

Contract Documents

Your agreement with us (“this Agreement”) is made up of the following documents: (i) these General Conditions for Communications Services; (ii) the Order Form; (iii) the relevant tariff(s) for the Services we provide to you; and (iv) any supplementary conditions relating to specific services (where applicable).

SERVICES

1. Provision of the Services

1.1 The Services we supply to you are those Services which (a) you have ordered by telephone and are set out in the Order Forms attached to these Conditions confirming your order, or (b) you have elected to receive as set out in the Order Forms, or (c) have been ordered via our website on your behalf by a third party (details of such Services will be set out in a letter to you from us) and which you have subsequently confirmed that you wish to receive, or (d) which you have subsequently ordered in writing, by fax, by email or by telephone, and in each case which we have agreed in writing or by email to supply to you. These may include (but are not limited to): (i) The ability to make or receive a Call (telephone service); (ii) The provision of a Telephone Line or Telephone Lines for a rental charge (telephone line rental service); (iii) The provision of Broadband internet access (Broadband service); (iv) The provision of Inbound telephony services (Inbound service); (v) The provision of Mobile telephony services (Mobile service); (vi) The provision of IP telephony services (IPT service); and (vii) The provision of Data services (Data service)

1.1.1 Your contract commencement date (the “Contract Commencement Date”) will be based on one of the following: For orders placed with a signed Order Form the Contract Commencement Date will be the date of the signed Order Form. For orders placed on our website or by telephone the Contract Commencement Date will be the date you confirm the order by email or in writing. Should you fail to confirm your order in writing the contract will commence from the date advised to you in our correspondence unless we have advised you that your order will be cancelled without your confirmation. Where you are not currently in a contract we may notify you of a change to these Conditions, by giving you at least 14 days’ notice in accordance with 19.2, then your new Contract Commencement Date will be the date the new Conditions came into effect. Where there may be any conflict regarding your Contract Commencement Date, then you agree the actual Contract Commencement Date will be the date you first used the Service(s).

1.2 We will use reasonable endeavours to provide you with the Services by the date(s) we agree with you and to continue to provide the Services until this Agreement is terminated. However we will not be liable for any loss or damages should the Services not commence or restart on the agreed date.

1.3 In providing the Services we shall use the reasonable skill and care that may be expected from a competent communications service provider.

1.4 Whereby TMC Telecom are acting as a third party mobile telephone services dealer / intermediary between you and a network provider, rather than as a wholesaler, the terms of the Mobile Intermediary Schedule shall also apply.  In the event of conflict between these terms and those in the Mobile Intermediary Schedule then in respect of Services of the type referred to in this clause 1.4 the terms of the Mobile Intermediary Schedule shall prevail.  The terms of the Mobile Intermediary Schedule do not apply to any other Services provided by TMC Telecom as set out in clause 1.1. 

1.4 Broadband service:

(a) If we consider that your bandwidth usage profile is abnormal or out of the ordinary (including without limitation extremely high levels of bandwidth use in a given period), we have the right to take such action as we deem appropriate which may include, without limitation, restricting or suspending your use of the broadband service, or increasing the charges you pay for the broadband service in accordance with paragraph 19.2.

(b) Your use of the broadband service is entirely at your own risk. We will not be liable for any loss or damage arising from any virus, Trojan horse, spam or other malicious content that you may receive while using the broadband service notwithstanding that there may be a firewall contained in equipment supplied in connection with the broadband service.

1.5 Outbound service:

All calls are to be routed over our chosen network. Should any calls be routed over any other network with or without your knowledge, other than during a service failure or network outage that we have notified you of or for any other reason we may agree with you, then we reserve the right to bill you at that a higher price based on that network tariff.

1.6 Inbound service:

(a) We reserve the right to apply a monthly charge for each inbound number which does not carry any traffic for any period of 3 consecutive months. Where this charge has been applied and a number subsequently carries traffic in any month then this charge will not apply to the months where there is traffic.

(b) We reserve the right to apply a nominal monthly charge for each inbound number where the only Service you take from us is the Inbound Service.

(c) Where you take a premium rate inbound Service you agree and acknowledge that use of this Service must comply with all relevant legislation, regulations, guidelines and codes of practice and that we will not be liable where use of this Service fails to comply.

1.7 If an inbound number is withdrawn by Ofcom or any of our suppliers for reasons beyond our control we reserve the right to recover the number(s) from you immediately. We will use our reasonable endeavours to supply you with another number which is acceptable to you.

1.8 Acceptable Use Policies

All Services may be subject to such acceptable use policies as we may from time to time put in force.

1.9 Call Recording:

(a) Where you take a service which includes call recording of inbound and/or outbound calls you hereby accept that it is your responsibility to obtain legal advice to ensure you are fully compliant with all applicable laws relating to call recording before recording any calls.

(b) You further confirm that you will comply with all legal requirements when using any call recording product and agree that TMC Telecom shall have no liability for any costs, claims, expenses, penalties, fines or fees or regulatory action or any other liability which may be incurred as a result of any failure by you to comply with any legal requirements whether or not you were aware of the same.

1.10 Other Terms relating to our mobile telephone Services:

(a) Where you request for us to add ‘bolt-ons’ in respect of mobile telephony Services, we shall require an absolute minimum of two working days’ notice to ensure that they are applied correctly.

(b) Where mobile telephony Services are purchased on a ‘SIM-only’ basis, we may elect at our discretion to offer you a discount of upto 50% on our standard rates set down in the Tariff.  Notwithstanding this discretionary discount in the event that you wish to terminate this Agreement prior to end of the Minimum Term pursuant to clause 17.2 then the full standard monthly Tariff rate will apply to calculate the termination charges rather than the reduced rate applied.

(c) We offer no warranty whatsoever as to the suitability of the particular Services and Equipment selected by you, nor as to whether there is adequate network coverage in your region/s for your requirements.  It is for you to satisfy yourselves as to these matters.

 

(d) In the event you seek to carry over your mobile telephone number/s from your previous network it is your obligation to ensure that you provide all relevant ‘PAC Codes’ to us as soon as possible (and in any event within 30 days of the commencement of this Agreement).  We will use reasonable endeavours to transfer any such mobile telephone numbers but we offer no further warranty in this regard.  In the event that the PAC Codes are not supplied by you within the requisite timeframe or that the transfer of the number/s is not possible for any reason whatsoever, you shall be provided with alternative telephone numbers which you shall be required to use.

(e) If a third party access form is completed and accepted, TMC Telecom offer an account management service free of charge to all network direct customers.  As above, where you request for us to add ‘bolt-ons’ in respect of mobile telephony Services, we shall require an absolute minimum of two working days’ notice to ensure that they are applied correctly.  

2. Ownership of the Telephone numbers

2.1 You accept that you do not own the number(s) provided to you and that this agreement is personal to you. Therefore, you have no right to sell or to agree to transfer the number(s) provided to you for use with the Services and you must not do so or try to do so.

2.2 You also accept that we have the right to reallocate to a third party any numbers that are provided to you for use with the Services but that you do not use for a period of six (6) months. However, if you continue to pay any recurring rental charges for those numbers, we shall not exercise this right.

3. Directory enquiries

We may put your name, address and the telephone number(s) for the Services in the telephone book published by British Telecom for your area and make your phone number available to the British Telecom directory enquiries database. However, we will not do so if you ask us not to do so in writing promptly following the Contract Commencement Date. It is your responsibility to verify that all directory entries are correct and remain correct. We accept no liability for any errors nor are we liable for any costs, financial losses or disputes that may arise from any omission or inaccuracy in the entry.

4. Interruptions to the Services

4.1 From time to time we may have to: (a) change the specification of the Services for operational reasons; (b) interrupt the Services for operational reasons or because of an emergency; (c) give you instructions that we believe are necessary for health or safety or to maintain the quality of the Services that we supply to you or to our other customers. If we have to interrupt the Services in order to carry out these aspects we will restore them as quickly as we reasonably can.

4.2 Should the change we make have a material and adverse effect on you or the Services we provide you have the right to terminate the Agreement under the terms of paragraph 19.3.

4.3 We cannot guarantee and do not warrant that the Services will be free of interruptions or will be fault-free and we will not be liable for any loss or damages should the Services be interrupted from time to time.

4.4 You accept that there may also be degradations of the quality of the Service from time to time due to matters beyond our reasonable control (see paragraph 14 below), and that we will not be liable for any loss or damages should the quality of the Service we provide be affected by such matters.

5. Warranties on Equipment and Repairs

5.1 To the extent possible, we shall pass on to you the benefit of any manufacturers’ warranties in relation to equipment supplied by us in connection with the Services.  Usually these range between 12 and 24 months.

5.2 All new ‘Apple’ products come with a 12 month warranty which is available via Apple direct.  Although we can supply Apple equipment we are not able to action any warranty repairs or exchanges.

5.3 TMC Telecom offer a 24-month repair or replacement warranty on most mobile telephone handset ranges (but not all).  To benefit from the repair or replacement warranty, you must complete our warranty check form and agree to the terms of the replacement. 

5.4 We reserve all rights to decline the request where we consider that the equipment has been misused in any way or if in our opinion (acting reasonably) you have otherwise invalidated our warranty.

5.5 If a handset is exchanged under our warranty and any of the following is found to be the case in respect of the handset:-

  • not faulty
  • water damaged
  • physically damaged
  • has not been hard reset
  • has not had the latest software updated
  • any of the required and advised steps have not been taken in respect of the care of the handset or its recovery

Then, TMC Telecom will charge the cost of the replacement handset to you (at the time of exchange) plus £100 administration charge plus £10 delivery charge (or such charges as are set out in the Order Form of Tariffs

5.6 If we decide that it is not possible or economically feasible to repair the mobile telephone handset then we will supply a replacement of the same or similar model subject always to equipment availability at the relevant time.  The replacement equipment may be reconditioned or remanufactured.

5.7 If a replacement handset is provided under warranty it is your responsibility to retain the SIM card and any accessories as additional, replacement accessories will not be provided with the replacement handset.

5.8 Where a faulty handset is exchanged for a replacement handset, any personal data on the handset must be removed by you prior to collection.  You are also responsible for ensuring that all data is backed up and removed along with passwords and PIN codes.  TMC Telecom cannot be held liable for any loss of personal data (including photographs, videos, text, contacts, diary entries and personal information etc) of any kind, or for loss of SIM cards or accessories. 

5.9 You acknowledge that we reserve the right to elect between repair, replacement, substitution of substantially equivalent goods and credit in respect of any warranty claim.

5.10 You further acknowledge that any warranty claim will be refused if we find that any of the following apply:-

5.10.1 the Equipment has been altered in any way whatsoever or has been subjected to misuse or unauthorised repair; or

5.10.2 the Equipment has been improperly installed or connected (unless we carried out such installation and connection); or

5.10.3 you have failed to observe any maintenance requirements relating to the Equipment; or

5.10.4 the Equipment has been expressly provided on a “no warranty” basis or in respect of any promotional items supplied from time to time with or in connection with the Equipment.

5.11 Save as expressly provided in this Agreement, we hereby exclude all conditions, warranties and stipulations express or implied, statutory, customary or otherwise which but for such exclusion would or might subsist in your favour.

5.12 We offer no warranty as to the success of the overall porting process (including mobile telephone number transfer, service, data and contacts etc) and these risks are borne by you. 

6. Sale Equipment

6.1 The quantity, quality and description of and any specification for the Sale Equipment shall be those set out in the Order Form.

6.2 We shall deliver the Sale Equipment to your address as specified in the Order Forms, and time shall not be of the essence for delivery. Risk in the Sale Equipment will pass to you on delivery of the Sale Equipment. Therefore, it is your responsibility to take good and proper care of the Sale Equipment and you will have to pay if you wish to replace or repair the Sale Equipment if it is lost, stolen or damaged.

6.3 We will not be liable for any loss, costs, damages or faults caused by, or repairs required as a result of installation or misuse of, or damage to, any Sale Equipment. You agree to indemnify us for all claims, losses, damages and expenses that are brought against us, incurred by us, or arising as a result of the same.

6.4 You will not own the Sale Equipment until you have paid us in full for it and we reserve the right to require you to return to us, or for us to collect (at your cost), the Sale Equipment if you do not pay us in full for the Sale Equipment by the due date for payment (in accordance with paragraph 10 below). Subject to this, you will be entitled to continue to use the Sale Equipment after expiry or termination of this Agreement.

6.5 You undertake to notify us as to any alleged defect, shortage or discrepancy in any Sale Equipment within 3 days of delivery of the Sale Equipment to you. In the event that you fail to notify us within this period then you will be deemed to have accepted the Sale Equipment and we shall have no liability to you whatsoever in respect of such Sale Equipment.

6.6 The specification and suitability of equipment you order are your sole responsibility; If the item has been used, the manufacturers packaging has been opened or any of the security seals have been broken an exchange or refund of the equipment will not be possible.

7. Leased Equipment

7.1 You will be wholly liable for payment of all the lease payments and/or finance payments and/or credit facilities of any kind whatsoever in place between you and any third party supplier/s of all Leased Equipment and any other equipment owned by a third party supplier irrespective of any introduction or referral that we may have made in respect of the same.

7.2 It is your responsibility to take good and proper care of the Leased Equipment that is in your possession or custody.

7.3 You shall be responsible for maintaining adequate cover in place to insure the Leased Equipment while it remains in your possession and custody. You will also be responsible for obtaining and, where appropriate, paying for all necessary licences, consents and approvals required for the installation and use of the Leased Equipment.

7.4 We will not be liable for any costs or charges incurred, faults caused by, or repairs required as a result of, installation or programming of Leased Equipment that is carried out. You agree to indemnify us for all losses, damages and expenses that are brought against or incurred by us, arising as a result of the same.

7.5 The suitability and compatibility of the Leased Equipment for use with our Services is entirely a matter between you and the third party equipment supplier.  We may make recommendations or suggestions regarding the choice of Leased Equipment, but we cannot be held liable in any way as a result of incompatibility of the Leased Equipment or any damage or loss of service howsoever caused as a result.

7.6 Where you have Leased Equipment in your possession in respect of a lease arranged by TMC Telecom then title in that Leased Equipment does not automatically vest in you at the end of the lease.  TMC Telecom may offer you the option to purchase the Leased Equipment outright in exchange for a final payment which shall be calculated by us and will be based on a percentage of the original lease payment amount subject to a minimum payment of £100 (or such amount as may be set out in the Order Form, or applicable Tariff, if higher).

7.7 You undertake to notify us as to any alleged defect, shortage or discrepancy in any Leased Equipment within 3 days of delivery of the Leased Equipment to you. In the event that you fail to notify us within this period then you will be deemed to have accepted the Leased Equipment and we shall have no liability to you whatsoever in respect of such Leased Equipment.

CUSTOMER INFORMATION

8. Call monitoring

We may occasionally monitor and record calls made to or by us relating to customer services and telemarketing calls made by us, for the purpose of training and improving customer care services, including complaint handling. We and our suppliers may also record 999 and 112 calls.

9. Data protection and use of your information

9.1 All information that we hold concerning you as an individual (“Personal Data”) will be held and processed by us strictly in accordance with the provisions of the Data Protection Act 1998. Such data will be used by us to provide you with the Services, for related purposes and for the purposes set out in paragraph 9.2. We will not, without your consent, supply any Personal Data to any third party except where (1) such transfer is a necessary part of the Services that we undertake or (2) we are required to do so by operation of law.

9.2 We would like to use the information we have about you and your use of the Services (this includes information about your bill size, the numbers you call and the times you call) to inform you about the products, services, pricing packages and special offers which we provide and which we believe may be of particular interest to you.

9.3 You have the right under the Data Protection Act 1998 to obtain information, including a description of the data that we hold on you.

9.4 You must inform us immediately if any of the information you have provided to us about you in connection with this Agreement changes.

9.5 You acknowledge that in connection with the provision of the Services detailed technical information (including by way of example, but without limitation, information as to your existing telecoms suppliers and supplies) as well as your contact details may have been provided on your behalf to us during initial discussions and you hereby confirm to us that we may rely on that information.

CUSTOMER OBLIGATIONS

10. Paying our charges for the Services

10.1 Charges

You must pay the charges for the Services according to the applicable Tariff(s). This applies whether you or someone else use the Services and whether the Services are used with your full knowledge and consent or otherwise. (This means by way of example but not by way of limitation that you are liable to pay for all calls made as a result of rogue diallers, unbarred premium rate numbers, calls made by any third party gaining unauthorised access to your telephony systems, calls made accidentally, calls made by any action including hardware or software error and calls that are not terminated correctly for any reason). We may vary the charges set out in the Tariff as set out in paragraph 19.2.

10.2 Installation and Connection charges

The Order Forms and Tariff(s) set out whether installation costs are payable for the Services we have agreed to supply to you. However, we may be unable (due to third party constraints) to tell you when you place, or we confirm, your order for the Services how much these installation costs will be. If this is the case, we will endeavour to give you an estimate of how much the installation costs will be prior to commencement of the installation work, but there may be supplementary excess construction charges. You agree to pay all installation costs actually incurred.  In the event of an installation being cancelled before being completed you agree to pay all of the installation costs actually incurred to the point of cancellation which will be notified to you at the time.

10.3 Equipment

You must pay the charges for any Sale Equipment that we supply to you. We will invoice you for the Sale Equipment in the next invoice that we send to you (in accordance with paragraph 10.4) following the date on which we dispatch the Sale Equipment to you.

10.4 Invoices

We will send you your first invoice after the Services commence and thereafter on a monthly basis, but we shall be entitled to send you an invoice at a different time, which you shall pay in each case in accordance with paragraph 10.7. We will send all invoices and other correspondence to the email address you have supplied and/or to the address set out in the Order Form, or otherwise the address you ask us to. We will show on the invoice which charges are payable in advance or in arrears, as referred to in paragraph 10.5.

10.5 Rental and Call charges

You will incur charges from the time any part of a Service is used or received except in the case of Services subject to a periodic rental, in which case you will incur charges from the date the Service is made available for use. We will usually ask you to pay the rental monthly in advance.  The first invoice may be for more than one month, as it will usually be the balance of the first month following the Contract Commencement Date plus advance payment until the end of the following month. Call and other charges will be invoiced in arrears. We will calculate the charges for calls using the details recorded the carrier network. In the unlikely event of a billing error for services or call charges, please contact us within 30 days of your invoice issue date and we will be happy to recalculate your invoice and make refunds for that billing period via a credit on your next monthly invoice. Invoice errors reported to us after 30 days of your invoice issue date can not be recalculated or refunded.

10.6 Payments in advance and deposits

(a) We may ask you for a payment in advance before payment would normally be due, which you shall pay in accordance with paragraph 10.7. This advance payment will not be more than our best estimate of your following months invoice. Should your advance payment exceed your actual invoice then any surplus will be credited to your account to be offset against subsequent invoices, should there be no further invoices and your account is not in debit then we will refund to you any surplus after deducting any cancellation or termination charges.

(b) We may ask for a deposit at any time, as security for payment of your invoices if it is reasonable for us to do so, which you shall pay in accordance with paragraph 10.7.

10.7 Terms of payment

(a) Our standard credit terms are payment within five (5) days of date of invoice by direct debit and these are the credit terms which will apply to this Agreement unless we have agreed otherwise in writing. You must pay all charges and rental within the credit terms which we have agreed and any advance payments and deposits when we ask for them.

(b) We reserve the right to apply a nominal monthly charge for non-direct debit payment methods.  This is set down on the Order Form, and is currently 2.7% although we may change this percentage from time to time.

(c) Where payment is arranged through a finance provider payment shall be in accordance with the terms of the finance agreement.

(d) Unless otherwise stated all charges exclude VAT which is chargeable at the applicable rate.

(e) A debt collection agency may be instructed to act on our behalf in cases of non-payment of invoices and in this case additional costs may be incurred for which you shall be liable in addition to the principal debt. In the event that we commence Court proceedings to recover any debt owed to us pursuant to this Agreement, you may be also liable for Court fees and solicitors costs (as the case may be).

(f)  We shall also be permitted to charge all expenses (including delivery, other transport costs and telephone charges etc) together with reasonable administration fees to you in relation to any additional requests made of TMC Telecom during this Agreement.  Non-exhaustive examples of such requests include providing and replacing SIM cards, replacing lost paperwork and documentation, visiting your premises for any reason at your request, and liaising with you for any purpose in connection with the Equipment and/or the Services.  These charges may or may not be set out in the applicable Tariff/s.  Where the charges are not set out in the Tariff, we reserve the right to make a reasonable charge dependent upon the request.

10.8 Tariff

(a) You hereby acknowledge and agree that we have agreed to supply the Services to you at the agreed Tariff and charges on the basis that you have committed to the Minimum Spend and Minimum Term commitments. (b) Our call rates for outbound calls to UK non-geographic numbers are charged according to the banding used by British Telecom (or other supplier of our choosing). You hereby acknowledge and agree that there may be occasions where a call type moves from one band to another band or British Telecom (or other supplier of our choosing) change their charging structure and subsequently the charges for some of these call types may change, we will apply this change from the 1st of the month following the change and you acknowledge that we may not always be able to give you notice of such changes. (c) All calls are subject to a minimum Charge. (d) Where you take any bundled service you agree to pay for all chargeable items which are excluded from or exceed the allowance of the bundle. 

10.9 Finance and Credit (where applicable)

10.9.1 You hereby consent to and shall procure that your owners, directors, officers and assigns consent to, TMC Telecom carrying out searches with credit reference agencies relating to the credit worthiness of your company and/or your owners, directors, officers and assigns and you undertake to supply or procure the supply of all information requested for a credit search with a credit reference agency.

10.9.2 It is agreed that where we approach a finance provider to arrange finance for the purchase of Equipment then we act as an agent for the Customer and not for the finance provider.

10.9.3 In the event that we are unable to obtain finance on the terms originally proposed or on other terms acceptable to you then we shall return any deposit received from you without further liability to you. Where third party indemnities are required by the finance provider failure to provide such indemnities shall constitute a breach of these Conditions and shall entitle TMC Telecom to retain any deposit paid by you.

10.9.4 After delivery and installation (where applicable) is completed any failure by you to complete the finance agreement documentation and/or commence payment in accordance with the terms of the finance agreement shall render you liable to pay to TMC Telecom the full value of the order (plus VAT) within seven (7) days of presentation of an invoice.

10.10 Inbound Rebates

We reserve the right to offset any inbound rebates which may be due to you against any amounts you may owe to us.

10.11 Offsetting

Where we owe you any monies, you agree that we may offset this against any monies you may owe us before we make any payment to you.

10.12 Online Orders and Payments

Where you place an order and make a payment online for that order and we accept your order, we will confirm your order and receipt of payment by email at which point your contract will be binding. Where we do not accept your order we reserve the right to return a payment to you. You should contact us immediately if you have any concerns regarding the order or payment. Where you fail to advise us of any issues regarding your online payment we are not liable for any consequences of any such payment but will make reasonable endeavours to rectify any of your concerns.

10.13 Trial Periods

Where you take a product or service on a trial basis (where applicable) you need to give us notice in writing if you wish to cancel the product or service at the end of the trial. If you fail to give us notice then we will automatically invoice you for the product or service at the end of the trial for the remainder of the agreed contract term.

10.14 Other Charges

(a) We reserve the right to make a nominal monthly charge for paper itemised billing which is set down on the Order Form.  The current charge for paper billing is £3.50 per month however we reserve the right to change this from time to time.  Our basic email and online billing is provided as standard to all customers free of charge.

(b) We also reserve the right to apply a £5 per month minimum charge if your monthly invoice would be less than £5.

(c) We shall charge a connection fee for each connection in the amount of £50 (or such amount set out in the applicable Tariff or Order Form, if higher) which will usually be added to the first invoice.  We may at our entire discretion elect to defer this connection fee until the end of the contract and charge when at the point of disconnection.

11. Your other responsibilities

11.1 Our equipment and instructions

You agree to comply with our reasonable instructions relating to the Services and any equipment we supply to you in connection with the Services.

11.2 Entry to your premises

(a) If our engineers or sub-contractors have to enter your premises you agree to let them do so within normal working hours (Monday to Friday, 9am to 5pm) or otherwise if agreed with you in advance. We will meet your reasonable requirements regarding the safety of people on your premises and you must do the same for us.

(b) If we need someone else’s permission to cross, or put our equipment in, or make an installation on their premises, you must get that permission for us and make any necessary arrangements. We will not be liable for any loss or damage where this permission is not obtained by you and you agree to pay any costs actually incurred.

(c) When our work is completed, you will be responsible for putting items back and for any necessary redecorating.

11.3 Misuse of the Services

Nobody must use the Services:

(a) to make abusive, defamatory, obscene, offensive, indecent, menacing, disruptive, nuisance or hoax Calls, emails or other communications or Calls, emails or other communications in breach of privacy or any other rights;

(b) to send, knowingly receive, upload, display, download, use or re-use material which is abusive, defamatory, obscene, offensive, indecent or menacing or in breach of copyright, privacy or any other rights;

(c) to send and receive data in such a way or in such amount so as to adversely affect the network (or any part of it) which underpins any Service or to adversely affect our other customers or customers of our suppliers;

(d) for the carrying out of fraud, an unlawful activity or a criminal offence or in a way which does not comply with the terms of any legislation;

(e) in a way that does not comply with any Instructions given by us to you under paragraph 11.1;

(f) to obtain access, through whatever means, to restricted areas of the underlying network; or

(g) in a way which (in our reasonable opinion) brings our name into disrepute, or which places us in breach of our legal or regulatory obligations, and you must make sure that this does not happen.

The action we can take if this happens is explained in paragraph 15. If a claim is made against us because the Services are misused in these ways, you must indemnify us in respect of any sums we are obliged to pay and/or costs we incur.

11.4 Indemnity

(a) If you use the Services for business purposes, you must indemnify us against any claims that anyone (other than you) threatens or makes against us because the Services are faulty or cannot be used by them.

(b) Where you take any product or service via TMC Telecom for which you are billed by us but where you are directly contracted to third party for that product or service, including but not limited to maintenance and insurance, you agree to indemnify us from any direct or indirect claims in relation to this product or service. You also agree not to make any deduction from any monies owed to us as a result of any dispute you may have with any such third party.

(c) You hereby indemnify us on a full and continuing basis from and against all liabilities, costs, fees and expenses (whether directly or indirectly and whether arising via the Distributor Agreement referred to in the Mobile Intermediary Schedule or otherwise) incurred by us arising from any failure of yours to comply with the terms of this Agreement and/or the Mobile Network Agreement (as referred to in the Mobile Intermediary Schedule). TMC Telecom may at its sole discretion set off any sums owing to you against any such liability.

(d) Under no circumstances shall we be liable for any sums levied upon you by a relevant network/service provider for terminating any previous network agreement and you hereby indemnify us on a full and continuing basis from and against all such liabilities, costs, fees and expenses (whether directly or indirectly incurred). 

11.5 Telephone Line rentals

When we provide your Telephone Line rentals, we will route your Calls through our chosen network. No other service provider may route these Calls or attempt to, and if they do we reserve the right to bar these calls.

11.6 Call charges

We will bill you for all Calls that are routed over our chosen network provider. Any Calls that are routed by other means for any reason beyond our control and for which you are invoiced by another provider will remain your responsibility. It is your responsibility to advise us if you receive invoices from other providers for services you believe to be with TMC Telecom and you should advise us as soon as you receive these invoices. We shall not be liable for any loss or damages as a result of you being invoiced by other providers (including but not limited to any perceived loss of savings).

11.7 Existing Contractual Obligations

It is your responsibility to ensure that signing a contract with TMC Telecom does not breach any existing contractual obligations you may have with any other suppliers and you should give any other suppliers notice as may be required by them. We are not responsible or liable for any costs, financial losses or disputes that may arise from any such breach of contract or your failure to give the correct notice.

11.8 Resilience

It is your responsibility to ensure you have adequate resilience in place to protect against any loss of data, service or connectivity; this includes a separate power supply for IP phones. In accordance with paragraph 13.2, TMC Telecom will not be liable for any loss or damage (financial or otherwise) where you fail to do so.

11.9 Emergency Calls

IP Phones need an additional power supply to operate. In the event of a power failure it is your responsibility to ensure you have the means to make emergency calls. In accordance with paragraph 13.2, we will not be liable for any loss or damage (financial or otherwise) where you fail to do so.

11.10 User Names, Passwords and Pin Codes

It is your responsibility to keep private any user names, passwords or pin codes that we may provide you with to use any of our Services. You are liable for all charges associated with the use of such user names, passwords and pin codes to access our Services unless you advise us that the security of any of the user names, passwords or pin codes may have been compromised and we confirm back to you that we have disabled the access. Should you fail to notify us of any such compromise in security then you will remain liable for all charges incurred in accessing the Services. Where we disable any access following a compromise in security, we shall provide you with new user names, passwords or pin codes as appropriate which are subject to the terms of this paragraph.

REPAIRING FAULTS

12. Repairing faults

12.1 We will investigate any fault that is reported to us according to our standard procedures for the Service in question. We will use reasonable endeavours to repair any fault that is reported to us and which is directly caused by us or our employees or agents according to our standard procedures for the Service in question.

12.2 When we agree to work on a fault outside the hours covered by our standard procedures, you will be liable to pay us an extra charge at the applicable rate set out in our tariffs in force at the time.

12.3 If you tell us there is a fault in a Service and we find either that there is not or that you, someone at your premises or a third party (including, without limitation, another network operator or communications supplier) has caused the fault or the interruption in service, we may charge you for any work we have done to try to find the fault or to repair it. We are not liable for any loss or damages arising from a fault or interruption in service caused by someone other than us, and we are not responsible for fixing any faults not caused by us.

12.4 During any fault investigations, we may require you to carry out tests and we will require you to feedback any results of these tests to allow us to follow our standard procedures and conclude our investigations.

12.5 Where Call routing utilises IP, you acknowledge that call quality and availability can be subject to factors outside of our control e.g. bandwidth contention or quality of service. We shall not be liable to you in respect to any quality or availability issues with such a Service.

12.6 We reserve all rights absolutely to sub-contract any aspect of our Services including any aspects in respect of fault finding, investigations, fault fixing, and general maintenance and any Services related thereto.

LIMITATION OF LIABILITY

13. Liability

13.1 We accept liability for personal injury or death as a result of our negligence. We also accept liability for fraud or fraudulent misrepresentation. We do not limit that liability and paragraphs 13.2 and 13.3 do not apply to that liability.

13.2 We have no liability (howsoever caused including (without limitation) by negligence) for any loss of business, profits, revenue or savings you expected to make, wasted expense, financial loss, data being lost or damaged, lack of availability of IT and/or communications systems not provided by us, damage to reputation or for any liability for any loss that is not reasonably foreseeable or for any indirect or consequential loss.

13.3 Any liability we have of any sort (including any liability because of our negligence) is limited to the sum paid by you to us in respect of this Agreement.

13.4 Save for death or personal injury resulting from our negligence, we shall not be liable to you for any loss as a result of electro-magnetic frequencies or any similar result from use of the Equipment.

13.5 Except as expressly set out in this Agreement, all conditions, warranties, terms, undertakings and obligations implied by statute, common law, custom, trade usage or otherwise are hereby excluded to the maximum extent permitted by law.

13.6 Each part of this Agreement that excludes or limits our liability operates separately. If any part is disallowed or is not effective, the other parts will continue to apply.

13.7 We are not responsible for any pricing, typographical, or other errors and reserve the right to reject any orders where such an error may have occurred.

13.8 The provisions of this paragraph 13 shall continue to apply notwithstanding termination of this Agreement.

14. Matters beyond our reasonable control

If we cannot fulfil, or are delayed in fulfilling, or are interrupted in continuing to fulfil, our obligations under this Agreement because of something beyond our reasonable control such as, without limitation, lightning, flood, or exceptionally severe weather, fire or explosion, civil disorder, war, or military operations, national or local emergency, anything done by government or other competent authority, acts or omissions of other communications suppliers or network operators, or industrial disputes of any kind,(including those involving our employees or suppliers), we will not be liable for this.

CHANGING AND TERMINATING THE AGREEMENT

15. Breach of the Agreement

15.1 We may suspend any or all of the Services or terminate the Agreement immediately at any time by notifying you in writing if:

(a) you commit a material breach of this Agreement or any other agreement you have with us and fail to remedy the breach within a reasonable time of being asked to do so;

(b) we believe that the Service(s) are being used in a way forbidden by paragraph 11.3. This applies even if you do not know that the Service(s) are being used in such a way;

(c) bankruptcy or insolvency proceedings are brought against you, or if you do not make any payment under a judgment of a court on time, or (if you are a business) you make an arrangement with your creditors, or a receiver or administrator is appointed over any of your assets, or you go into liquidation.

15.2 If you fail to pay any charges due to us by the due date we may (without losing or reducing any other right or remedy) suspend any Service (in whole or in part) without notice if;

(a) you fail to make any payment requested within seven (7) days of the date of a letter, email or other appropriate correspondence requesting such payment; and/or

(b) two (2) consecutive direct debit requests are rejected; and/or

(c) you fail to pay any payment on the due date where there have been two (2) preceding failures which were remedied within the seven (7) day period.

15.3 We reserve the right to charge interest at the rate of five per cent (5%) above the Bank of England base rate per annum on any charges not paid by the due date for payment until the date when they are received by us.

15.4 If we suspend any Services, we will not provide them again until you rectify the situation that caused us to suspend the Services or you have satisfied us that you will do so or that the Services will not be used in a way that is forbidden by paragraph 11.3.

15.5 If we suspend any Services because you breach this Agreement, the Agreement will still continue and you must still pay us any rental charges as and when they arise unless and until the Agreement is terminated.

15.6 If this Agreement or any of the Services are terminated in accordance with this paragraph 15 during the Minimum Term or any agreed term applicable to each of the Services, we will levy a cancellation charge in relation to each relevant Service calculated in accordance with the following:-(a) Each Service for which a monthly rental charge is payable - number of months remaining of Minimum Term for that Service multiplied by the full cost of the monthly rental; and/or (b) Call Spend - number of months remaining on Minimum Term multiplied by the average full months call spend; and/or (c) Repayment of any subsidised charges or any other contribution we made towards any other costs, as described in paragraph 18.2.

15.7 Following a suspension of services, we will only reactivate your services after you have paid the re-activation charges as may be advised at the time.

16. Cancelling the Services before they are provided

16.1 Subject to 16.2, you may cancel the Services or an individual Service at any time up to seven (7) working days either after you receive or (if earlier) you are deemed to receive these Conditions (and the other documents comprising this Agreement) or, if sooner, up to but not including the date on which we commence our supply of the Services to you, provided that you notify us in writing of such cancellation within such period and return any equipment that we may have sent to you, undamaged and in its original packaging by sending it special delivery to us. You will be deemed to have received these Conditions at the time you sign the TMC Telecom Order Form. These conditions are available for download from www.tmc-telecom.co.uk. Please note that if you have commenced using any Service or equipment after receiving these Conditions, you will be deemed to have accepted these Conditions and agree that you will also lose your right of cancellation (statutory or otherwise) as set out in this paragraph 16.1.

16.2 If the circumstances described in paragraph 16.1 apply, and if you are a domestic consumer user, no cancellation charge will be payable for the Services although if you do not return any equipment that we may have sent to you, we shall be entitled to charge you for the costs we incur in collecting them from you or invoice the cost. This does not affect your statutory rights. However, if you have ordered the Service(s) for business use you must pay us for any work we have done or costs we have incurred up to the date of cancellation. These charges may be set out in the applicable Tariff/s.

17. Terminating the Agreement after the Services are provided

17.1 Termination at end of Minimum Term

(a) Either party may terminate this Agreement in respect of a Service by giving the other party not less than ninety (90) days’ notice in writing to take effect on or at any time after the end of the Minimum Term for the relevant Service. Where a Service has a notice period of greater than ninety (90) days then that notice must be provided on that Service.

(b) If we give you notice to terminate under paragraph 17.1(a), you must pay rental up to the end of the notice period in addition to any charges for Calls made during the notice period. If you give us notice to terminate under paragraph 17.1(a), you must pay rental until ninety (90) days from the date we receive your notice, or until the end of the notice if that is later, in addition to any charges for Calls made during the notice period

(c) If you fail to give us notice you must pay rental until ninety (90) days, or longer where a service has a greater notice period, after you have ceased to use our Service.

(d) Some Services may incur cease charges as detailed in the Tariff and these will be chargeable on termination unless otherwise agreed in writing.

17.2 Termination before end of Minimum Term

If you want to terminate this Agreement in respect of a Service prior to the end of the Minimum Term for the relevant Service (other than because we have materially altered the conditions of this Agreement under paragraph 19.3) you must give us at least ninety (90) days’ notice in writing and we will levy a cancellation charge calculated in accordance with the following: -

(a) Each Service for which a monthly rental charge is payable – number of months remaining of Minimum Term for that Service multiplied by the full cost of the monthly rental; and/or

(b) Call Spend – number of months remaining on Minimum Term multiplied by the average full months call spend; and/or

(c) Pro-rata or full repayment of any subsidised installation or any other contribution to upfront or on-going costs paid by TMC Telecom as described in paragraph 18.2 and in accordance with the terms of the subsidised installation; and/or

(d) The appropriate notice period charge for each Service; and/or

(e) Repayment of any discount or other benefit you may have received which was based on a minimum contract term commitment; and/or

(f) Any applicable cease charges as may be detailed in the relevant Tariff/s.

17.2.1 Should you fail to pay the early termination cancellation charges within 10 days of the date of invoice we reserve the right to suspend your Services.

17.3 If you have paid any rental in respect of a Service for a period after this Agreement has ended in respect of that Service, we will either repay it or off set towards any money you owe us.

17.4 You must pay all charges for the Services until the date on which we stop providing the Services to you and any applicable notice period.

17.5 We also have the right to terminate this Agreement or any of the Services immediately on notice to you in accordance with paragraph 15 and in these circumstances the ninety (90) day notice period will not apply.

17.6 Additional Termination Provisions

(a) The provisions of this paragraph 17.6 shall be without prejudice to the other provisions of this Agreement. (b) At the end of this Agreement, you shall be responsible for arranging for the Services to be provided by another supplier (“the New Supplier”). (c) In the event that we terminate this Agreement pursuant to the provisions of paragraphs 15.1 or 15.2, the provision of Services shall end with immediate effect upon the service of notice to you, in accordance with the provisions of those paragraphs. (d) If we terminate this Agreement pursuant to paragraph 17.1(a) or if you terminate this Agreement for any reason whatsoever, you must confirm whether you wish to progress the termination in accordance with Option 1 or Option 2:- Option 1: We will cease the provision of Services on the day on which the applicable notice period expires (“the Termination Date”). Please note that if you fail to arrange for the New Supplier to commence provision of the Services by the Termination Date or if the New Supplier should fail to commence provision of the Services by that date for any reason, you will lose some or all of the Services. We shall not be liable for any damages, losses, costs or expenses which you may incur or suffer as a result of any such loss of the Services.  Option 2: We will continue providing the Services (notwithstanding termination of the Agreement) until such date(s) (“the Transfer Date(s)”) that each Service has been transferred to the New Supplier. You will need to notify us of the relevant Transfer Date(s). We will continue to provide the Services until we receive notice of the relevant Transfer Date(s). You agree and acknowledge that you will remain liable for all charges for the Services provided by us until the relevant Transfer Date(s) or until we receive notice of such dates (whichever is the later). Under Option 2, there will be no time limit on the period during which we continue to provide you with Services. The terms of this Agreement shall continue (notwithstanding termination) in respect of each Service provided until the relevant Transfer Date(s). (e) You may also elect to combine Options 1 and 2, where Option 1 will apply in respect of certain Services and Option 2 will apply in respect of other Services. (f) If you fail to confirm which Option should apply on termination of this Agreement, we will usually proceed on the basis that Option 2 will apply in respect of all of the Services (but this is at our discretion).

18. Minimum Term, Minimum Spend and Contract Renewal

18.1 The Minimum Term and Minimum Spend will be as specified on the Order Forms or Tariff(s) for each Service, or as otherwise agreed with you in writing. In the event that the Minimum Term is not on the Order Forms then the Minimum Term will be 24 months from your Contract Commencement Date. In the event that the Minimum Spend is not on the Order Form then the Minimum Spend applicable to the Tariff(s) will apply. The Minimum Term for any new installation will be at least twenty four (24) months or greater as may be specified in the Order Form.

18.2 If you fail to reach the annualised Minimum Spend commitment in respect of a Service over the initial Minimum Term and any renewed Minimum Term for such Service then we reserve the right to bill you in the month following expiry of the Minimum Term (or immediately on early termination) the difference between the actual amount you spent and the amount you committed to spend pursuant to the Minimum Spend over the Minimum Term.

18.3 If this Agreement or any individual Services are terminated during the Minimum Term or any agreed term for the relevant Service(s) and you received free or subsidised installation or activation or any other contribution towards costs of any Services, Products, Equipment, Telephone Lines or third party termination charges as part of the Tariff or otherwise, then we reserve the right to impose a termination charge equal to the original cost divided by the number of the months in the relevant term, multiplied by the number of months remaining in the relevant term.

18.4 After the expiry of the initial Minimum Term, unless otherwise agreed with you in writing, your contract will automatically renew for a period of twenty four (24) months. This automatic renewal reoccurs on each twenty four (24) month anniversary thereafter until cancelled by either party by giving ninety (90) days written notice to expire no earlier than the end of the then current term, subject to paragraph 15. Automatic contract renewal will be on the same terms as the original contract and unless otherwise agreed in writing, the same Minimum Spend will apply.

19. Changing the Agreement

19.1 In general

If you ask us to make any change to the Services we will ask you to confirm your request in writing. No action will be taken by us to carry out the change until we have received your written confirmation. If we agree to a change, this Agreement will be changed when we confirm the change to you in writing.

19.2 Conditions

(a) We may change the terms and conditions of the Agreement (or any document comprising part of the Agreement, including the Tariff for any Service) at any time on giving you fourteen (14) days’ notice. You agree that if you continue to use the Services following receipt of such notice you will be bound by the new/revised Conditions. We reserve the right to pass on any increase in our cost for the Services we provide to you at any time by giving fourteen (14) days’ notice, the only exception being that detailed in 10.8(b).

(b) The changes referred to in 19.2(a) may include annual price increases in line with the Retail Prices Index or on such other Index or basis as TMC Telecom may decide or in the event of TMC Telecom’s suppliers increasing their charges to us. 

19.3 Material Adverse Effect

Other than in the case of passing on cost increases or other changes permitted by this Agreement, if a change has a material adverse effect on you or the Services we provide then the termination charges detailed in this Agreement will not be payable by you if you wish to terminate the Agreement or any of the Services before the end of the Minimum Term applicable to each of the Services. Termination charges for any subsidised installation as described in paragraph 18.3 will remain in effect and will be payable by you.

20. Transferring the Agreement

You cannot, and cannot try to, assign or transfer (in whole or in part) this Agreement or the benefit of or the rights under this Agreement to anyone else. We may assign or sub-contract or transfer (in whole or in part) this Agreement to any Company associated with us or part of our group (where applicable).

GENERAL CONDITIONS

21. Giving notice

Any notice given under this Agreement must be delivered by hand or sent by email or prepaid post as follows: (a) to us at the address or email address shown on the Order Form or on your last invoice, or at any other address or email address we give you; (b) to you at the address you have asked us to send invoices to or to the email address you have given us.

22. Entire Agreement

The Agreement (including these Conditions, the documents referred to in them, the Order Forms and any conditions relating to specific Services) constitutes the entire agreement between you and us for the Services and supersedes any and all other written, recorded and oral communications between you and us in connection with the Services.

23. Severance

If any of these Conditions or any term or condition of this Agreement is deemed invalid, void, or for any reason unenforceable, that term or condition will be deemed severable and will not affect the validity and enforceability of any remaining term or condition.

24. Reliance

You acknowledge that you have not been induced to enter into this Agreement by, nor have you relied upon, any representation, promise, assurance, warranty or undertaking (whether written or oral) by or on behalf of us or any other person save for those set out in this Agreement, except in the case of fraud.

25. No waiver

If you breach these Conditions and we take no action, we will still be entitled to use our rights and remedies in any other situation where you breach these Conditions.

26. Survival

Any Conditions which are expressed to survive expiry or termination shall survive expiry or termination of the Agreement however caused.

27. Third Party Rights

A person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.

28. Governing Law and Jurisdiction

28.1 This Agreement shall be governed by and construed in accordance with the laws of England and the parties irrevocably submit to the exclusive jurisdiction of the English courts.

29. Applicable Conditions

29.1 This Agreement will continue in respect of each Service for the Minimum Term applicable to each Service and thereafter unless and until terminated in accordance with this Agreement.

29.2 These Conditions apply to the provision of all Services.

29.3 Where we publish separate conditions for specific Services, both conditions will apply but those conditions will take precedence over these Conditions in the event of inconsistencies between them.

 

THE SCHEDULE

ADDITIONAL TERMS OF BUSINESS COVERING TMC TELECOM’S MOBILE TELEPHONE SERVICES DEALER / INTERMEDIARY BUSINESS

1.1 You understand that in order to receive the Mobile Equipment and Mobile Services (as defined in clause 1.2 below) and the Mobile Network Services (as defined in clause 1.2 below) it is required to enter into two separate agreements. These are as follows:-

1.1.1 this Agreement; and

1.1.2 the Mobile Network Agreement with the relevant network/service provider.

1.2 Additional Definitions (for this Schedule)

1.2 The following words and expressions shall have the meanings set out below for the purposes of this Schedule:

“Distributor Agreement” means the Agreement from time-to-time in place between TMC Telecom and our distributor.

“Downward Migration” means in respect of a Mobile Connection, the transfer (at your request) from one tariff provided by the network/service provider (“the Old Tariff”) to another tariff provided by that same network/service provider (“the New Tariff”) which results in you being charged a lower monthly line rental under the New Tariff than it was being charged under the Old Tariff and the phrase Downward Migrated shall be construed accordingly;

“End User” means a person using Mobile Equipment and/or Mobile Services who is an your employee or contractor;

“Mobile Connection” means the connection of an End User to a network or service provider such that the End User is capable of accessing and utilising the Network Services;

“Mobile Equipment” means mobile telecommunications handsets and other associated equipment;

“Mobile Network Agreement’’ means the agreement which governs the provision of Network Services from the relevant network/service provider;

“Mobile Network Services” means cellular mobile telecommunications Network and network capacity procured from a network/service provider;

“Mobile Services” means any services ordered by the Customer pursuant to this Schedule and provided by TMC Telecom;

“Monthly Subsidy Amount” means the amount which is derived by dividing the Subsidy payable for each Mobile Connection by the number of months in the Minimum Term applicable to each Mobile Connection;

“Network Connection Commission” means commission paid to TMC Telecom by the network/service provider in respect of that Mobile Connection;

“Subsidy” means the sum payable by TMC Telecom to you as is determined by TMC Telecom in its sole discretion, taking into consideration the number of Mobile Connections which you are taking out, any other subsidies provided by the network/service provider to you during the Minimum Term, the applicable tariffs and the Minimum Term which you are prepared to enter into.

 

2. Mobile Equipment

2.1 In consideration of you entering into the Mobile Network Agreement, we undertake (subject to the terms of this Agreement) to supply to you such Mobile Equipment and Mobile Services as are ordered by you from time to time.

2.2 We shall use our reasonable endeavours to deliver the Mobile Equipment on the date agreed by the parties but you acknowledge that time shall not be of the essence.

3.3 Notwithstanding delivery and acceptance of the Mobile Equipment to you, title to the same will not pass to you but will be retained by us at all times (subject to the remaining provisions of this sub-clause).   In the event you complete the Minimum Term pursuant to this Agreement then title to the Mobile Equipment shall pass to you provided always that:

2.3.1 you have given at least 30 days’ notice in writing to us of your intention to terminate the Agreement at the expiry of the Minimum Term; and

2.3.2 no sums remain outstanding to us pursuant to this Agreement whatsoever.

2.3.3 If for any reason this Agreement comes to an end (including for the avoidance of doubt the expiry of this Agreement) otherwise than in accordance with 2.3.1 and 2.3.2 then you must return all Mobile Equipment to us within 7 days of the day on which this Agreement ends. If we have not received all of the Mobile Equipment within 7 days of the day on which this Agreement ends, we shall (at our sole discretion) be entitled to charge you a sum equal to the cost of the Mobile Equipment which has not been received by us. In the event that the sum is not paid within 7 days, we may elect to seize possession of all the Mobile Equipment or issue court proceedings for non-payment of the debt.

 

3. Payment and Reclamation of Subsidies

3.1 Subject to the remaining provisions of this clause, we may, acting in our sole discretion, provide you with a Subsidy as a result of you entering into the Mobile Network Agreement.

3.2 We may at our sole discretion provide a Subsidy to you using the following methods set out below or any combination of them:

3.2.1 deducting the sum equal to or part of the Subsidy from the value of the Mobile Equipment or the Mobile Services which you order from us; and.or

3.2.2 making a payment of the sum equal to or part of the Subsidy to you; and/or

3.2.3 using such amount to discharge any termination charges (applicable to line-rental only) levied upon you by the relevant network/service provider for terminating your previous network agreement subject to the following:

3.2.3.1 within 7 days from the date which the Mobile Connection(s) commenced TMC Telecom being provided with a copy of the relevant invoice from such network/service provider confirming the amount required to discharge any termination charges (applicable to line-rental only);

3.2.3.2 within 7 days from the date which TMC Telecom receive confirmation of the amount required to discharge any termination charges (applicable to line-rental only) pursuant to clause 3.2.3.1 TMC Telecom providing you with written confirmation confirming the amount required to be paid by TMC Telecom to discharge the termination charges (applicable to line-rental only); and

3.2.3.3 TMC Telecom having first received the Network Connection Commission in full from the network/service provider in respect of the tariff applied to you in connection with the Mobile Network Agreement. If for whatever reason TMC Telecom does not receive the Network Connection Commission in full from the network/service provider referred to above it reserves the right (at its sole discretion) to withhold payment of monies to discharge termination charges (for line-rental only) applicable to your previous network agreement until payment of the Network Connection commission referred to above has been received in full.

3.3 A Subsidy (or instalment payment of a Subsidy) may be paid to you by us (at our sole discretion) at any time during the Minimum Term (subject to us first receiving an invoice from you for the Subsidy within 7 days of the date on which the Mobile Connection(s) commenced) provided that;

3.3.1 at all times all the Mobile Connections are still active on the relevant payment date that the Subsidy (or instalment payment of the Subsidy) is due;

3.3.2 where the invoice referred to in clause 3.3 is payable in instalments or after a prescribed period of time the appropriate trigger date has passed; and

3.3.3 the invoice referred to in clause 3.3 has been raised in accordance with the provisions of this Agreement.

3.4 In the event that you fails to invoice for a Subsidy to TMC Telecom within 7 days of the date on which the Mobile Connection(s) commenced pursuant to clause 3.3 then the Customer’s option of a Subsidy shall cease.

3.5 You that the payment of the Subsidy is conditional upon;

3.5.1 you maintaining each Mobile Connection for the duration of the Minimum Term;

3.5.2 you not Downward Migrating any Mobile Connection at any time during the Minimum Term;

3.5.3 TMC Telecom receiving an invoice for the Subsidy from you within 7 days from the date on which the Mobile Connection(s) commenced pursuant to clause 3.3; and

3.5.4 such other conditions as are notified to the Customer from time to time by TMC Telecom.

3.6 We shall be entitled to reclaim from you the Subsidy (or such proportion of the Subsidy) already paid to you (or withhold such amount from any Subsidy or instalment of a Subsidy to be paid to you) in the event that;

3.6.1 a Mobile Connection is for any reason whatsoever disconnected prior to the expiry of the Minimum Term; or

3.6.2 a Mobile Connection is for any reason whatsoever Downward Migrated during the Minimum Term; or

3.6.3 the relevant network/service provider (for any reason whatsoever) reclaims or withholds in full or in part from us any Network Connection Commission.

3.7 The proportion of the Subsidy that we shall be entitled to reclaim from you shall be the Monthly Subsidy Amount for each month (and such pro-rata amount for each incomplete month) of the balance of the Minimum Term which is unexpired at the date of disconnection or the Downward Migration.

3.8 In the event that for any reason howsoever (including for the avoidance of doubt you failing to enter into the Mobile Network Agreement with the relevant network/service provider in accordance with clause 1.1.2):

3.8.1 you cancel prior to the date of Mobile Connection; and/or

3.8.2 a Mobile Connection is disconnected prior to the expiry of the Minimum Term; and/or

3.8.3 a Mobile Connection is Downward Migrated during the Minimum Term; and/or

3.8.4 at any time during the Minimum Term for the period of one calendar month there is (in our reasonable opinion) insufficient use/activity in respect of a Mobile Connection then we shall be entitled to charge you the following:

3.9.1 £350 (or otherwise as set out in the Tariff, if higher) for each Mobile Connection which is cancelled, disconnected or Downward Migrated it being agreed that this is a genuine and fair estimate of the cost to us of default on the part of the Customer; and/or

3.9.6 a sum up to a maximum of £350 (or otherwise as set out in the Tariff, if higher) representing a genuine and fair estimate of the cost to us of default on your for each Mobile Connection deemed inactive in accordance with clause 3.9.4; and/or

3.9.7 a sum equal to the cost of the Mobile Equipment which is subject to cancellation, disconnection or Downward Migration.

 

4. Other Applicable Terms

4.1 You acknowledge that the network may apply price increases in line with the Retail Prices Index and that we may pass these price increases on to you.

4.2 Mobile Equipment Subsidy funds are calculated inclusive of VAT and are the total monies held on your account to draw down for Equipment purchases.  VAT will be added to Mobile Equipment purchases made pursuant to this Agreement.

4.3 Account Subsidy funds are none-transferable and are not able to be carried over past the Minimum Term.  At the end of the Agreement if any funds remain it is not available as a cash sum.

4.4 Airtime Subsidy funds and discounts must be applied for each month in writing in the form of a purchase order.  Airtime funds must be claimed within 30 days and applications cannot be back-dated.

4.5 If you have a Subsidy fund held on your account whether airtime or Equipment then we are able to set off any outstanding invoices from the amounts held on the Subsidy fund.

4.6 If as part your agreement TMC Telecom Ltd have provided mobile equipment which is network locked; providing the minimum contract term has been completed & the necessary notice period has been tendered, we may be able to apply to the network to have them unlatched or unlocked from the network. This however is at the networks discretion. It is the customers responsibility to provide all of the correct information for us to preset to the network. On some occations the network may require the customer to complete this information directly with themselves.  If for any reason the handsets are unable to be unlocked, this is not the responsibilty of TMC Telecom Ltd.

5. Termination at end of Minimum Term

5.1 Either party may terminate this Agreement in respect of the Mobile Services by giving the other party not less than ninety (30) days’ notice in writing to take effect on or at any time after the end of the Minimum Term.

5.2 On termination of the Agreement:

5.2.1 you must immediately pay all our invoices then outstanding and not disputed in good faith;

5.2.2 we will invoice you for all Mobile Equipment and/or Mobile Services provided but not yet invoiced and you will pay such invoice within 5 days of the date of the invoice.

 

 

TMC TELECOM TARIFF OF ADDITIONAL MINIMUM CHARGES

Cancellation of Wholesale Services

Lines & Calls

If you enter into a contract for TMC Telecom Ltd to provide telecommunications services you are bound by the following early termination charges:

If an order is cancelled between when order is placed and transfer date

  • PSTN Line £25.00 per line
  • ISDN 2 Channels £25.00 per channel
  • ISDN 30 per bearer £249.00

 

Cancellation of a new supply order before installation

  • PSTN Lines £99.00 per line
  • ISDN 2 Channels £99.00 per channel
  • ISDN 30 per bearer £249.00

 

Cancellation of a Line or Channel after transfer & while in contract 

  1. If you disconnect or transfer before the end of the agreed contract term, an Early Termination Fee / Administration Fee of £100.00 applies to each Line or Channel.
  2. The full buyout of remaining contract term will apply which is to include our minimum notice period of 90 days. This is calculated at standard rate.
  3. Repayment of any transfer fee's which TMC Telecom Ltd may have (at our own discretion) waivered on the basis that the minimum contract term is completed.

After your agreement expires

TMC Telecom Lines - Standard Transfer Charges

  • PSTN Line £25.00 per line
  • ISDN 2 Channels £25.00 per channel
  • ISDN 30 per bearer £249.00

 

TMC Telecom Standard Rates  - Lines

  • PSTN Line £24.50
  • ISDN 2 Channel £24.50
  • ISDN 30 per Channel £24.50

 

Fixed Line & IP Call Charges

If you cancel or transfer your calls away from TMC Telecom Ltd before the end of your contracted agreement the following charges will be applicable:

Cancellation of Pence Per Minute Calls agreements

  1. If calls are cancelled or transferred away from TMC Telecom Ltd whilst in the contract an early termination charge will be applicable. The termination fee for calls will be calculated by multiplying the average monthly call spend by the number of full months remaining in the contract, at our standard headline call rates (which is to include our minimum notice period of 90 days)
  2. If you transfer or cancel calls with TMC Telecom before the end of the agreed contract term, an Early Termination Fee / Administration Fee of £100.00 applies to each site address.

Cancellation of call bundle whilst in contract / after connection:

  1. If call bundles are cancelled or calls are transferred away from TMC Telecom Ltd whilst in contract, an early termination charge will be applicable. The termination fee for calls bundles will be calculated by multiplying the remaining full months of the agreement by the agreed bundle rate (which is to include our minimum notice period of 90 days)
  2. If you transfer or cancel calls with TMC Telecom before the end of the agreed contract term, an Early Termination Fee / Administration Fee of £100.00 applies to each site address.

 

Headline Standard Fixed Line & IP Call Rate 

  • 5ppm Local & National
  • 20ppm UK Mobile

Calls & Lines Billing

Billing of Calls & Lines services will commense on the day that the Calls & Lines services go live. 

 

Mobile

General Mobile Additional Charges (Both TMC Mobile & Network Direct)

Additional charges for replacement handsets:

  • £100.00 administration charge plus £10.00 delivery charge
  • New or replacement SIM cards: £10.00 delivery charge per SIM card
  • Standard delivery for SIM cards: £10.00 delivery charge per SIM card
  • Standard delivery for mobile handsets: £10.00 per handset

 

TMC Mobile (wholesale) Additional Charges

If you enter into a contract for TMC Telecom Ltd to provide mobile services you are bound by the following early termination charges:

Cancellation or transfer of a mobile connection  while in contract / after connection

  • If you disconnect before the end of the agreed contract term, an Early Termination Fee / Administration Fee of £100.00 applies to each Line or number.
  • The full buyout of remaining contract term which is to include our minimum notice period of 90 days. This is calculated at standard rate.
  • TMC Telecom charges a connection fee for every mobile connection of £50.00. On the basis that the minimum contract term is completed, TMC Telecom Ltd may have (at our own discretion) waivered this charge. If the minimum term is not forfilled, TMC Telecom Ltd will require payment of any connection fee's. These connection fee's will be applied to your final invoice.

Mobile Billing

Billing of a Mobile service will commense on the day that the Mobile service goes live. If you change your tariff or upgrade your tariff these changes will take effect on the 1st day of the next month. This could mean that the tariff may change on your invoice the following month.

Mobile call charges

TMC Telecom offer three main tariffs - O2 Bundled, O2 ABS (Pay as you use) & The O2 10p tariff

Bundled & ABS (O2)

Outside of any pre-applied bundles you will be charged at the standard tariff rates. Our headline rates are listed below:

  • Other mobile Networks 38p per minute
  • National Landlines 12p per minute
  • UK SMS (Texts) 14p per message
  • UK MMS (picture message) 28p per message

The 10p Tariff

Outside of any pre-applied bundles you will be charged at the standard tariff rates. Our headline rates are listed below:

  • Other mobile Networks 10p per minute
  • National Landlines 10p per minute
  • UK SMS (Texts) 10p per message
  • Minimum Call Charge 10p
  • UK MMS (picture message) 45p per message

 

VoIP

Hosted VoIP Select (HVS)

TMC Telecom's Hosted VoIP Select (HVS) is made up of three main elements:

  1. Licence
  2. Handset
  3. Additional Features (Services)

These elements are bundled up into offers which we promote via our website. At our discretion, we may discount these bundles further. These additional discounts are always based on the customer fulfilling the full tenure of the agreed contract period. If for any reason the full contract tenure is not fulfilled, we calculate the early termination fee based on the advertised price of the service on our website (RRP)

If you enter into a contract for TMC Telecom Ltd to provide Hosted VoIP services you are bound by the following early termination charges:

Cancellation  Hosted VoIP Select Service before connection 

  • Cancellation of hosted licence prior to connection: £50.00 per licence
  • Return of any equipment provided such as routers. These must be returned in unopened packaging. If not returned within 7 days a minimum charge of £99.00 + VAT will be applicable for the replacement of our standard router (Other Equipment such as POE Switches, IP Phones etc will be charged at the current new price to replace)

Cancellation or transfer of a Hosted VoIP Select Service while in contract / after connection

  • If you disconnect or transfer before the end of the agreed contract term, an Early Termination Fee / Administration Fee of £100.00 applies to each Line or Licence
  • The full buyout of remaining contract term which is to include our minimum notice period of 90 days. This is calculated at standard rate.
  • Return of any equipment provided such as routers. These must be returned in full working order. If not returned within 7 days a minimum charge of £99.00 + VAT will be applicable for the replacement of our standard router (Other Equipment such as POE Switches, IP Phones etc will be charged at the current new price to replace)

Other HVS Terms

Handsets can be supplied in two ways:

  1. Out-right purchase - Customer purchases handsets prior to connection and owns the equipment.
  2. Rental - Customers rents the equipment from TMC Telecom Ltd. TMC Telecom Ltd is the sole owner of the equipment supplied and the customer is fully responsible for keeping the equipment in good working condition. Ownership of the equipment will not transfer to the customer unless agreed in writing and signed off by a director of TMC Telecom Ltd.

HVS Annual Service Cover

With all new HVS system installations, TMC Telecom Include the first years’ Service Cover for free which includes the following:

  • Replacement of faulty Phones
  • 12 Months System Support - Including Remote Configuration & Remote System Moves & Changes.

Our Service Cover is made up of two elements and the price will be calculated depending on how many licences you have and what equipment you will need to have extended cover on.

The first element is Handset Maintenance which covers you if one of your phones becomes faulty. All HVS handsets are covered by a standard 12-months manufacturer’s warranty which covers manufacturing faults & defects.

TMC Telecom offers HVS handset maintenance cover which covers handsets for manufacturing faults & defects after the initial 12 - month manufacturer's warranty has expired. This is a small charge we charge annually:

  • Yealink T42/W52P or PolycomVVX300/310 £2.25 per month/per handset
  • Yealink T46 or PolycomVVX400/VVX410/VV411 £3.25 per month/per handset
  • Yealink T48 or PolycomVVX601 £4.25 per month/per handset
  • Yealink CP860 or Polycom IP 5000 £10.00 per month/per conference phone

The second element to our annual service cover is system support. Depending on how large your company or how many licences you have you will fall between one of the following price bandings:

  • Band 1 ~12 Months System Support (up to 15 HVS Licences) £150 + VAT per annum
  • Band 2 ~12 Months System Support (up to 25 HVS Licences) £200 + VAT per annum
  • Band 3 ~12 Months System Support (up to 50 HVS Licences) £350 + VAT per annum

After the initial 12 months free period has elapsed we will then collect annual service cover from our customers with their normal monthly invoice on the anniversary of the service. This ensures continued cover & support, unless we are notified that the cover is not needed, and the customer wishes to opt-out.

Please note that if you would like to Opt-Out for HVS Service Cover after the initial 12 months free cover you can do so however support will be charged at £45 per 30 Minutes and handsets will have to be purchased at full RRP Price if they were to become faulty.

Please note – TMC Service Cover does not cover physical damage, so it is advisable to ensure you have sufficient business insurance to cover any damage which may occur whilst in possession of our equipment.

Handsets which are not returned in good working condition at the end of the agreement will be charged at the current new retail price for that device. If a handset is replaced during the contract and is not covered by either the Manufacturers 12-month warranty or our handset maintenance cover, again this will be charged at the current new retail price of the chosen device.

Faulty IP Phone Replacement under TMC handset maintenance cover

If your Hosted Voice Select IP Phone becomes faulty after the initial 12-month warranty period and you have signed up to our extended faulty handset replacement cover (TMC handset maintenance) We will provide you with a replacement device for free however the following terms & charges apply:

  • The replacement handset will be provided free of charge, however recorded delivery will be chargeable at £20.00 + VAT per device.
  • Our faulty handset replacement service covers manufacturing defects & faults after the manufacturer’s warranty has expired; it does not cover physical damage, misuse, water damage or general wear and tear. Damage to curly cables or other accessories are not covered by the cover.
  • The handset will be replaced with another working IP phone. If the same model is available from our replacement stock, it will be replaced with the same phone. If the same phone is not available an alternative device will be supplied. This will not necessarily be the same manufacturer or specification or brand new. 

 

Hosted Voice Select (HVS) Billing

Billing of a HVS service will commense on the day that the HVS licence is activated. If you have Opted-In to have your HVS system configured to your specification by TMC Telecom this may mean that billing for the service could start before your delivery date. 

 

Ensuring You are Ready for HVS

Please note - The below steps are important and the sole responsibility of the customer.

Your network - The following applies to both connectivity we provide or third-party connectivity you may wish to use for Hosted VoIP Select. If you have ordered HVS please ensure that your network is ready. TMC Telecom can provide connectivity to your site, however we will not make alterations to your network.  Adjustments to your network or firewall settings may need to be applied for our service to work. Any alterations will need to be performed by your IT manager and are not the responsibility of TMC Telecom Ltd.

Your Cabling - TMC Telecom Ltd recommend that each HVS IP Phone has its own dedicated connection via CAT5 back to your main switch & connectivity. Sharing an internet connection via a single CAT5 connection with a PC (Daisy chaining) is not supported or recommended.

Your Connectivity -  Please ensure that your connectivity (Broadband) is adequate to carry your voice service. A minimum upload bandwidth of 100kbps (Upload) is required for a single voice call. So, for example if you have 20 users we would recommend a minimum upload on your connection of 2000kbps (2mbps). We recommend that you have a dedicated network for your voice service either by using a separate line and broadband or by having a separate physical LAN set up on your router.  Please ensure other services such as PDQ machines, CCTV or PC's etc are not connected to your voice network as this can cause issues with HVS. If you are using your own router please ensure that our firewall settings are added to your router and that you have disabled SIP ALG.

We always advise using our connectivity for Hosted VoIP Select as it enables us to offer end to end support. If you do choose to use an alternative, third party ISP (Internet Service Provider) any connectivity issues would have to be raised with your provider. TMC Telecom Ltd are not responsible for compatibility issues between HVS and third-party internet connections. 

 

Broadband

If you enter into a contract for TMC Telecom Ltd to provide Broadband services you are bound by the following early termination charges:

Cancellation of TMC ADSL or FTTC Broadband Service before connection 

  • Cancellation of TMC Broadband Services prior to connection £50.00 per service
  • Return of any equipment provided such as routers. These must be returned in unopened packaging. If not returned within 7 days a charge of £99.00 + VAT will be applicable for the replacement of our standard router.

Cancellation or Transfer of TMC ADSL or FTTC Broadband Service while in contract / after connection

  • If you disconnect or transfer before the end of the agreed contract term, an Early Termination Fee / Administration Fee of £100.00 applies to each broadband service or Line
  • The full buyout of remaining contract term which is to include our minimum notice period of 90 days. This is calculated at standard rate.
  • Return of any equipment provided such as routers. These must be returned in full working order. If not returned within 7 days a charge of £99.00 + VAT will be applicable for the replacement of our standard router.

 

Broadband Billing

Billing of a Broadband service will commense on the day that the Broadband service goes live. 

 

Direct Internet Acess (DIA) 

If you enter into a contract for TMC Telecom Ltd to provide Lease Line, EFM or EoFFC services (DIA) you are bound by the following early termination charges:

Cancellation of DIA Services before connection 

  • Cancellation within 10 days of signing the agreement or up to the survey date is free of charge.
  • Cancellation of DIA services prior to connection is free of charge if excess construction charges are identified on the survey and you do not wish to proceed with the order.
  • Return of any equipment provided such as routers. These must be returned in unopened packaging. If not returned within 7 days (special delivery/ signed for) a charge will be applied for the equipment supplied at its new value to replace.

Cancellation or Transfer of DIA Services while in contract / after connection

  • The order will not be able to be cancelled - a) If the 10 days cooling off period has elapsed, from the day the order was signed or b) If the survey does not identify excess construction charges - at this point, the order will now be at the committed stage.
  • If you want to cancel, disconnect or transfer between the committed stage and the end of the agreed contract term, an Early Termination Fee / Administration Fee of £250  (minimum) applies to each DIA service. 
  • The full buyout of remaining contract term which is to include our minimum notice period of 90 days. This is calculated at standard rate.
  • Return of any equipment provided such as routers. These must be returned in full working order. If not returned within 7 days (special delivery/ signed for) a charge will be applied for the equipment supplied at its new value to replace.

Direct Internet Access (DIA) Billing

Billing of a DIA service will commense on the day that the DIA service goes live. 

 

General (Applies to all products & services)

Discount Pricing 

If TMC Telecom Ltd provides discounted services or calls to you, this is always based on you committing to a fixed tenure contract. So that we can provide a continuous service without interruption; if we do not hear from you we will automatically renew you contract for you so that your pricing remains the same.

If you do want to leave us, we just require 90 days written notice prior to your contract end date. Please ensure if you are leaving us, to specify which numbers and services you wish to transfer to your new provider and (if any) which number and services you will require us to cancel. We will not cancel any service until notified in writing. If we are not informed that you wish to be cancelled services, they will remain on your TMC Telecom account. Please note, any services or calls which are not in contract with ourselves will be invoiced at our standard rates.

If you renew your services with TMC Telecom Ltd and sign up to a new agreement; if the service is renewed early, we will not charge you an early upgrade fee, we will simply add the remaining tenure of the original agreement to the end of the new agreed contracted term at the new agreed rate.

 

General

Please note that these charges & product related terms & conditions are in addition to and subject to any other applicable charges, fees and provisions as are set out in TMC Telecom’s General Conditions for Communication Services, a copy of which is available on request or by visiting the TMC Telecom website (www.tmc-telecom.co.uk).

 

All charges stated are excluding VAT which is payable in addition (where applicable).