Wirral Telecom Limited Landline Terms and Conditions

W.T.L. is a provider of managed communications services including mobile products, networked IT services, local, national and international telecommunications services, broadband, M2M Services and internet products and services. By taking the Landline Service(s) you agree to the following

Terms and Conditions and that they set out the basis upon which W.T.L. will provide the Landline Services to you the Customer.



1.1 The Order Form and Supplementary Order Form(s) form part of this

Contract and are contractually binding on the parties.

1.2 In this Contract the following expressions have the following meanings,

unless the context requires otherwise:-

Billing Periodmeans any period in respect of which we bill you from time to

time for your use of any of the Services provided to you

Chargesmeans our published list of prices as amended from time to

time applicable both to our Services in general and your

particular Tariff Plan available from Customer Services

“Commencement Date”

means the date upon which our supply to you of any Service commences

“Conditions” & “Terms and Conditions”

means these terms and conditions as amended by us from

time to time in accordance with clause 18.3


“Confidential Information”

Means any information marked confidential or information

that the author would not wish to be disclosed to customers,

suppliers or to be publicly available

“Contract” means the contract between you and us to pay for and

receive the Service set out in these Conditions and the Order

(together with such changes and/or other terms as may be

notified to you from time to time) and your current Tariff Plan as amended from time to time “Credit Limit” means any credit limit, which is applied to your account either when you apply for any Service or at any time thereafter at W.T.L.’s sole discretion


“Customer Purchased Equipment”

Means any equipment sold or provided to the Customer by


“Customer Means the person or persons named under Customer

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“Representative” Representative on the Order Form

“Customer Services” Means the customer services facility provided by us for you to

report any faults with any Service or make general or account

enquiries via 0151 609 3400 (or such other number as may

be advised to you by us from time to time) or by email.

Customer Services help-line facilities are available in respect

of the Landline Service between the hours of 9am to 5pm

Monday to Friday. Calls to Customer Services may be


“Customer” Means any customer who enters a Contract

“Customers Logo” Means the trading Logo of the Customer

“Delivery Address” Means the Delivery Address as detailed on the Order form

“Directors Guarantee


Means a personal guarantee given by a Director of the

Customer to W.T.L.

“Equipment” Means any equipment, electronic portal or Service provided

to the Customer for the performance of the Services

“CPS” Means Carrier Pre-Select, a method of indirect access to

route your calls over a network of W.T.L.’s choice

“Good Industry


Means standards, practices, methods and procedures

conforming to the Law and the degree of skill and care,

diligence, prudence and foresight which would reasonably

and ordinarily be expected from a skilled and experienced

person or body engaged in a similar type of undertaking

under the same or similar circumstances

“GSM Gateway” Means a fixed device containing one or more SIM Cards

which enables a call from a fixed phone to a Mobile Phone to

be routed directly into a mobile Network as if it were from a

Mobile Phone

“W.T.L. PORTAL” Means the electronic portal allowing the Customer access to

control of some or all of the Services



Means the person or persons named under W.T.L.

Representative on the Order form or other such person or

Subcontractor notified by W.T.L. to the Customer from time to


“Initial Term’ Means the time outlined in the Order Form which begins on

the Commencement Date. For a Verbal Contract means the

term agreed on the Sales Call which begins on the

Commencement Date. Where no Initial Term is recorded on

the Order Form or on a Sales Call the Initial Term will be 36

months which begins on the Commencement Date or earliest

date of payment being made by the Customer for any invoice

“Installation Date” Means the date when the Service(s) are activated and ready

for use

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“Minimum Period” Means the minimum period that applies to your Contract,

which will depend on the Tariff Plan you select at the time you

place your Order as outlined on your Order Form. If no

Minimum Period is defined on the Order form the Minimum

Period will be 36 months. Where additional Landline Services

are taken the Commencement Date for the additional

Services is applied to all existing Services meaning all

Services commence a new Minimum Period from the new

Commencement Date

“Minimum Spend” Means the higher of, the initial term multiplied by the average

monthly spend in the 6 months prior to termination notice

being received or the sum exclusive of VAT set out in the

Order Form that the Customer shall spend with W.T.L. for the


“Landline Service(s)” or “Service(s)”

Means all Services other than Mobile Services to be supplied

by W.T.L. to the Customer under the Conditions of this


“Network” Means as the context requires either the public switched

telecommunications, internet protocol packet Network and/or

a wireless telegraphy link by means of a cellular radio system

operated by a Network Operator

“Order” Means any request for Services that the Customer makes to

W.T.L. for any Services. Where multiple services are taken

under one Order these are co-dependant for the term of the

contract and cannot be cancelled separately. Where an Order

includes calls these are chargeable for the duration of the

Minimum Period. If the Customer moves their calls to another

provider during the Minimum Period W.T.L. will invoice

monthly the amount defined on the Order under monthly call

spend. Where no monthly call spend is defined the average

monthly call spend of the previous 6 months will be used to

determine the monthly call spend

“Order Cancellation


Termination Fee will be payable.

“Premises” or “Site”

Means the UK premises where we agree we shall provide

you with the Landline Service

“Representatives” Means a person or company acting on behalf of either W.T.L.

or the Customer

“Sales Call” Means the telephone conversation between W.T.L. and the

Customer in which the agreement is made by W.T.L. to

supply services to be used by the Customer

“Service Level


Shall have the meaning given to it in the Order Form or

clause 16


Order Form”

An additional Order form for use by an existing Customer to

take additional Services.

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1.3 The headings in these Terms and Conditions are for convenience only

and will not affect the construction of the Terms and Conditions.

References to clauses are to the clauses of the Conditions; references to

the Order form and paragraphs are to the Order form for the Services

which these Terms and Conditions cover and the paragraphs within the

Order form. If there is any conflict between the Conditions and an Order

form the Conditions will prevail.

1.4 In these Terms and Conditions –

1.4.1 the use of the singular will be construed to include the plural (and

vice versa) and the use of any gender will be construed to

include all genders;

1.4.2 references to a person include individuals, incorporated bodies,

unincorporated associations and partnerships and the permitted

transferees and assignees of such persons;

1.4.3 references to any statute, enactment, order, statutory instrument

“Tariff Plan” Means the Tariff (that may include some elements which are

not chargeable) which you select for the Services at the time

you place your Order and which you may change from time to

time by agreement with us and where we agree, such change

to take effect at the start of your next Billing Period

“Tariff” Means the tariff setting out our list of Charges for any of the

Services we offer from time to time

“Term” Means 36 months or as defined on the Order form

“Termination Fee” Means the Minimum Spend less any sums already paid to

W.T.L. (exclusive of VAT)


“Verbal Contract”

Means the legal ownership

Means any agreement made on a Sales Call

“we”, “us”, “our”,



“Working Day” Means any day (other than a Saturday or Sunday) when

banks are generally open for normal business in London

“Year” Means the twelve month period commencing on the

installation date until the first anniversary of the installation

date and each subsequent twelve month period until the next

anniversary of the installation date

: Wirral Telecom Limited, of: Ground Floor,

367 Woodchurch Road, Birkenhead, Wirral, CH42 8PE

W.T.L. Landline Terms and Conditions Page 5 of 22

or statutory provision include such statute, enactment, order,

statutory instrument or statutory provision together with all

regulations and subordinate legislation made there under, all as

from time to time amended, re-enacted, consolidated or


1.4.4 the expressions “including”, “include”, “includes”, “included” and

“in particular” will be construed to mean without limitation; and

1.4.5 references to loss include destruction.



2.1 This Contract will come into force immediately upon signature by both

parties or via email confirmation and will remain in force for the Initial Term and renew for further

Terms of equivalent length of the Initial Term upon expiry of the Initial

Period unless and until terminated earlier in accordance with Clause 11.

2.2 The Customer appoints W.T.L. as its preferred supplier of the Landline

Services from the date of execution of this Contract for the duration of

the Contract.



3.1 Without prejudice to any other provision in this Contract W.T.L. shall:-

3.1.1 provide the Services in accordance with this Contract;

3.1.2 take all reasonable steps to obtain such documents, information

and co-operation from the Customer as it may reasonably

require to supply the Services;

3.1.3 supply the Services in accordance with health and safety and

environmental legislation and other applicable legislation,

statutory requirements, regulations and Good Industry Practice

and relevant codes of conduct of the professions and industries

to which W.T.L.’s activities relate;

3.1.4 ensure that each of its Representatives who visits a Site

complies with all rules, instructions, codes of conduct and

security codes in force from time to time at such Site as notified

to W.T.L.’s Representative by the Customer and with all

reasonable requests and requirements in respect of Site rules,

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instructions, codes of conduct and security codes communicated

by or on behalf of the Customer to W.T.L.;

3.2 Without prejudice to the generality of the foregoing, W.T.L. warrants,

subject to clause 3.3 that:

3.2.1 the Services will be provided under proper supervision, with

reasonable skill and care, in a professional manner by suitably

trained, skilled, experienced professionals;

3.2.2 it shall use reasonable endeavours to perform the Services in

accordance with such timescales as may be agreed between the

parties from time to time;

3.3 The Customer acknowledges that the Services in general will not be error

free, and agrees that the existence of such errors shall not constitute a

breach of the Contract.

3.4 W.T.L. does not offer or intimate any guarantee of service and/or service


3.5 Where there is an interruption in service no compensation for loss of

business profits or revenues will be paid by W.T.L. or any underlying

service providing supplier.

3.6 W.T.L. will provide the Services using such Representatives as it

considers suitable to undertake the work. Nothing in this Contract will in

any way restrict W.T.L.’s right to use its Representatives to supply

services similar to the Services to other customers of W.T.L.

3.7 Subject to clause 3.3, the Customer Purchased Equipment will comply

with all applicable legal and regulatory requirements and with applicable

British Standards (or, if applicable, their equivalent requirements in the

territory in which the Customer Purchased Equipment is supplied).

3.8 W.T.L. shall deliver the Customer Purchased Equipment to the Delivery

Address and risk in such Equipment shall pass to the Customer on


3.9 Title to the Customer Purchased Equipment shall not pass to the

Customer until:

3.9.1 W.T.L. has received payment in full (in cash or cleared funds); or

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3.9.2 if subsidised in any way from the recommended retail price by

W.T.L., once the Minimum Spend has been satisfied

3.10 W.T.L. shall endeavour to transfer to the Customer the benefit of any

manufacturer warranty or guarantee given to W.T.L. in respect of the

Customer Purchased Equipment.

3.11 The date for delivery of the Customer Purchased Equipment shall be the

date agreed between the parties. Time shall not be of the essence with

respect to the delivery of the Customer Purchased Equipment.

3.12 In respect of leased or rented W.T.L. equipment all equipment supplied

remains the property of W.T.L. and Title does not pass to the Customer.

Equipment is subject to manufacturer’s warranty and W.T.L. does not

offer or provide guarantees or warranties on any products. W.T.L. will

replace any equipment complying with and within the manufacturer’s


3.13 W.T.L. does not support any third party software applications and no

guarantees of compatibility are offered.

3.14 W.T.L. shall be at liberty, where necessary, to improve, update or upgrade the

Services or alter the provision of the Services without any notice to the




4.1 The Customer shall provide such co-operation, information (including

authorisation to transfer their existing services, facilities and access to

the Site to W.T.L. and W.T.L.’s Representatives as may reasonably be

requested and as are reasonably necessary for W.T.L. to perform its

obligations under this Contract.

4.2 The Customer shall provide W.T.L. with all information in its possession

or power concerning the Customer’s operations and activities, including

but not limited to software, manuals, data, drawings and any other

documents or materials, which may reasonably be necessary to enable

W.T.L. to perform the Services and will also ensure that its relevant

Representatives are generally available to provide such assistance or

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information as W.T.L. may reasonably require in the course of providing

the Services.

4.3 The Customer shall be responsible for any changes or modifications

made to the Equipment by any person other than W.T.L. or a W.T.L.

Representative, unless made with W.T.L.’s written consent or approval.

W.T.L. shall be entitled to charge the Customer at W.T.L.’s standard rates

for work caused by such changes or modifications to the Equipment.

4.4 The Customer shall comply with all licences, acceptable use policies

(available on www.wirraltele.com) legislation, regulations and codes of

practice to which it is subject in relation to the Equipment and receipt of

the Services.

4.5 The Customer shall prevent its Representatives from using the Services

in any of the following ways:

4.5.1 in breach of any reasonable instruction given by W.T.L., or any

body which has regulatory powers relating to the Services;

4.5.2 to send, receive, upload, download, use or reuse any information

or material which is offensive, abusive, indecent, defamatory,

obscene or menacing or in a breach of any legally enforceable

right of confidence, copyright, privacy or any other similar right;

4.5.3 to put W.T.L. in breach of the terms of any agreement W.T.L. has

with any public telecommunications operator or any of its

suppliers, the details of which have previously been notified in

writing by W.T.L. to the Customer; or

4.5.4 in any way which could render W.T.L. subject to any criminal

prosecution, enforcement action, civil claim or other action or


4.6 The Customer shall comply with W.T.L.’s reasonable instructions as to

the use and care of the Equipment. The Customer will pay for any repair

or replacement needed if the Equipment is damaged by any means.

4.7 The Customer shall take all reasonable steps to ensure that PIN

numbers and passwords are kept confidential and secure, are used

properly and are not disclosed to unauthorised persons. The Customer

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shall indemnify W.T.L. and keep W.T.L. effectively indemnified against all

and any losses, costs and expenses (including legal costs) that W.T.L.

may suffer from fraudulent activity on the Service(s) or incurred as a

consequence of any failure on the part of the Customer to comply with

the terms of this clause.

4.8 If applicable the Customer shall provide W.T.L. with the necessary written

authorisation to enable W.T.L. to arrange for the Services to be

transferred to W.T.L. as soon as possible following the signature date of

the Order form.

4.9 If required by W.T.L. either at the start of the Contract, or at any point

thereafter, agree and sign W.T.L.’s Directors Guarantee Provision.

4.10 The Customer shall ensure that they have correctly given any notice

periods required to any previous Service providers.

4.11 The Customer agrees that at all times during the term of the Contract it

shall inform Company by one month’s prior notice in writing of any

premises relocation, registered address changes, or change of telephone

number(s) on which the Services are registered.

4.12 The Customer undertakes to Company that:

a) for the duration of the Minimum Term it will route all its inbound, non –

geographic and outbound calls (including without limitation all its voice,

fax and data traffic) via Company on an exclusive basis. For the

avoidance of doubt the Customer acknowledges and accepts that during

the Minimum Term it shall not use any services offered by a third party

which are competitive with or substantially similar to the Services. In the

event of any breach by the Customer of this Condition 4.12(a) the terms

of Condition 7.16 shall apply;

b) the Services and the Company Network will only be used in

accordance with the Contract;



5.1 The Customer may at any time during the term of their Contract request

additional goods or Services via an Order Form.



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6.1 A person who is not a party to this Contract has no right under the

Contracts (Rights of Third Parties) Act 1999 to enforce any term of this

Contract, but this does not affect any right or remedy of a third party

which exists or is available apart from under that Act.



7.1 The Customer shall pay the Charges as set out on the Order form or as

advised by W.T.L. from time to time.

7.2 W.T.L. will invoice the Customer for the Charges on the basis of and in

accordance with this clause 7 and the Order form.

7.3 The Customer shall also pay all Value Added Tax, or any other

applicable sales tax or like charge in a country where the Services are


7.4 Subject to clause 7.5 below, the Customer shall pay the invoices

submitted by W.T.L. in accordance with this Contract within 14 days of

receipt by direct debit. If payment of any undisputed invoice is not made

by the due date, we reserve the right to charge you an administration

fee of £25.00 plus VAT. W .T.L. shall be entitled to charge interest on

such overdue invoice at 8% per annum over HSBC Plc’s base lending

rate from time to time, applicable pro-rata to the number of days

elapsed between the due payment date and the actual payment date.

7.5 If the Customer disputes any invoice from W.T.L. relating to the

Services, the parties shall work together in good faith to ensure that

items under query or in dispute by the Customer are dealt with

promptly. The Customer shall only withhold payment of the specific

items agreed with W.T.L. as being under query or under dispute. If the

parties are unable to resolve the dispute as above, then the parties

shall attempt to resolve the dispute in accordance with the provisions of

Clause 13.

7.6 The Customer may not exercise any right of set off, abatement,

counterclaim, retention, deduction or any other withholding against

amounts invoiced to it by W.T.L..

7.7 Subject to Clause 7.5 if the Customer fails to pay the invoice submitted

by W.T.L. in accordance with 7.4 then W.T.L. shall at its sole discretion

W.T.L. Landline Terms and Conditions Page 11 of 22

immediately suspend any Service(s) provided by W.T.L. to the

Customer under this or any other Contract. Such suspension of

Service(s) shall be without any compensation or penalty.

7.8 If a Customers Service is suspended in accordance with Clause 7.7, the

Company reserves the right to charge £35.00 plus VAT for each service

that is reconnected. Reconnection of Service’s can take up to 72 hours

and the Company will not be liable for any loss of calls, business

revenues or profits during this period. If payment is made as a result of

judgement the Company reserves the right to charge interest at the rate

of 8% over the base rate of HSBC Bank PLC on a daily basis on all

monies outstanding after the due date until the actual date of payment.

7.9 W.T.L. has a minimum call duration of 59 seconds with an incremental

duration of 60 seconds for all calls, unless agreed in writing by W.T.L.

7.10 All calls are rounded up to the nearest penny, unless agreed in writing

with W.T.L..

7.11 Line Rental is payable a quarterly in month one and monthly thereafter

from month 2 of the Contract, unless expressly agreed in writing by the

Company. The Customer shall pay the charges by Direct Debit.

Payment is due on receipt of the invoice.

7.12 Should the Direct Debit agreement be cancelled for any reason, all

Services will be suspended immediately. If no alternative payment is

made within 7 working days all Services will be ceased and all

contractual commitments will be due and payable in full including any

Termination Fee.

7.13 The Company may pay losing provider termination fees, if agreed this will

be put in writing by the company and the credit will be offset against

monthly bundled call charges over the term of the contract.

7.14 If any Service is cancelled during the provisioning stage (pre live) an

Order Cancellation charge will be applied at £25.00 per line or SIP line.

7.15 The Customer must dispute any invoice within three months of the

invoice date.

7.16 In the event of the Customer obtaining any services from a third party

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which are competitive with or substantially similar to the Services during

the Minimum Term or if there has been a material breach of the Contract,

the Customer accepts that Company shall be entitled to invoice the

Customer during each month of the remainder of the Minimum Term an

amount equal to either:

a) the average of the monthly amounts invoiced by Company to the

Customer prior to the breach by the Customer of Condition 4.12(a); or

b) a 30-percent (30%) increase in monthly recurring rental charge for

allowing third party Services to be used by means of the Company

Services including but not limited not limited to broadband, FTTC, LLU,

Internet leased lines and MPLS data.



8.1 Subject to clause 8.2, W.T.L. grants to the Customer a non-exclusive,

non-transferable, royalty free licence to use W.T.L. PORTAL for the

purposes described in this Contract for so long as this Contract remains

in force.

8.2 The Customer will not without W.T.L.’s prior written consent;

(a) distribute or sell copies of the W.T.L. PORTAL or its

documentation to third parties; or

(b) sub-licence or otherwise grant rights to third parties for the use of


(c) copy nor (except as permitted by law) decompile or modify the

software, or copy manuals or documentation licensed to it by or on

behalf of W.T.L. In the case of manuals or documentation such

written consent will not be unreasonably withheld or delayed.

The licence granted under subclause 8.1 shall terminate when this

Contract expires or is terminated.

8.3 W.T.L. shall indemnify the Customer to the extent that it suffers any

damage, loss, liability, cost, fine or expense of any kind in relation to a

claim or allegation from a third party that the Customer’s use of the

Services infringe a third party’s Intellectual Property Rights. As a

condition of this indemnity the Customer must:

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8.3.1 notify W.T.L. forthwith in writing of any allegation of infringement;

8.3.2 make no admission in respect of or settlement of any claim

without W.T.L.’s prior written consent;

8.3.3 allow W.T.L. sole control of all negotiations and defence of


8.3.4 provide W.T.L. all reasonable assistance in dealing with the

allegation or claim (W.T.L. shall pay the Customer’s reasonable

expenses for such assistance); and

8.3.5 allow W.T.L. to modify or replace the Services or any part

thereof, so as to avoid the infringement.

8.4 The indemnity in clause 8.3 above does not apply to infringements

caused by the use of the Services in conjunction with other equipment,

software or services not supplied by W.T.L. and not approved by W.T.L.

for use in conjunction with the Services or to infringements occasioned

by designs or specifications made by or on behalf of Customer (but

excluding designs or specifications made or approved by W.T.L.).

8.5 The Customer agrees to indemnify W.T.L. against all claims,

proceedings, costs and expenses of any nature arising from infringement

(or alleged infringement) of any third party Intellectual Property Rights by

reason of the Customer’s use of the Services in conjunction with other

equipment, software or services not supplied by W.T.L. and not approved

by W.T.L. for use in conjunction with the Services and infringements

occasioned by designs or specifications made by or on behalf of

Customer (but excluding designs or specifications made or approved by

W.T.L.). W.T.L. shall:

8.5.1 notify the Customer forthwith in writing of any allegation of


8.5.2 make no admission in respect of or settlement of any claim

without W.T.L.’s prior written consent.;

8.5.3 allow the Customer to conduct all negotiations and defence of


8.5.4 provide the Customer all reasonable assistance dealing with the

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allegation or claim (Customer shall pay W.T.L.’s reasonable

expenses for such assistance); and

8.5.4 allow the Customer to modify any equipment, software or

services it uses in conjunction with the Services so as to ensure

the equipment, software or services does not continue to infringe

the third parties Intellectual Property Rights.

8.6 The limitations and exclusions of liability contained in clause 10 below do

not apply to liability under this clause 8.



9.1 Each party will keep strictly confidential all Confidential Information

belonging to the other and/or the other’s Representatives which is

received or obtained during the negotiation or performance of this

Contract and, except with the prior written consent of the other (or of the

relevant Representative of the other) or to the extent that disclosure is

required by law, will not disclose such Confidential Information to any

third party or copy or use it for any purpose other than for the proper

performance of its obligations or the proper exercise of its rights under

this Contract.

9.2 Neither party will acquire any right in or Title to Confidential Information

of the other or the other’s Representatives nor any licence in respect of

it except as expressly stated in this Contract. Each party will protect the

Confidential Information of the other and of the other’s Representatives

as if it were its own Confidential Information and will not copy,

summarise, modify or disclose it except to the minimum extent

necessary to perform its obligations or exercise its rights under this

Contract. Each party will ensure that all persons to whom it discloses

Confidential Information of the other or the other’s Representatives are

bound by obligations of confidentiality and non-disclosure at least

equivalent to those in this Contract.

9.3 The duties imposed on the parties by clauses 9.1 and 9.2 above do not

extend to information or data which at the time of its disclosure or use

by the receiving party:-

9.3.1 is generally available and known to the public other than by

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reason of the receiving party’s breach of this clause 9;

9.3.2 the receiving party can demonstrate had previously come

lawfully into the receiving party’s possession from a third party

under no restriction as to its use or disclosure; or

9.3.3 the receiving party can demonstrate that it developed

independently without reliance on Confidential Information of

the other or of the other’s Representatives.

9.4 Each party agrees and acknowledges that damages alone may not be

an adequate remedy for breach of this clause 9 and that each party and

their Representatives may be entitled to seek injunctive or other

equitable relief to remedy or prevent any breach or threatened breach

of this clause 9.

9.5 W.T.L. may use the Customers Logo on sales and promotional material

without notification to the Customer. However neither party will use the

other’s name nor issue any statement, press release, other advertising or

other publicly disseminated material in connection with this Contract

without the other’s express prior written consent (not to be unreasonably


9.6 On termination of this Contract, each party shall;

a) return to the other party all documents and materials (and any

copies thereof) containing, reflecting, incorporating or based on

the other party’s Confidential Information;

b) erase all the other party’s Confidential Information from its

computer systems (to the extent possible); and

c) certify in writing to the other party that it has complied with the

requirements of this clause, provided that a recipient party may

retain documents and materials containing, reflecting,

incorporating or based on the other party’s Confidential

Information to the extent required by law or any applicable

governmental or regulatory authority.

9.7 The obligations in this clause 9 will remain in force following termination

of this Contract for any reason.

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10.1 Neither party limits its liability for death or personal injury arising from its

negligence (or its officers, agents or employees) or any other matter in

respect of which liability cannot be limited by law and clause 10.3 below

will not apply to such liability.

10.2 Nothing in this clause 10 will exclude, restrict or limit either party’s liability

for fraud or fraudulent misrepresentation committed by that party (or its

officers, agents or employees).

10.3 Subject to clauses 10.1 and 10.2, W.T.L.’s entire liability under this

Contract (other than under clause 8.3 above) or for any cause of action

related to the Services shall be limited to 25% of the invoiced value in the

preceding 12 months.

10.4 Except as regards to 10.1 W.T.L. shall not be liable to the Customer,

whether in contract, tort (including negligence) or otherwise, for:

10.4.1 loss of profits;

10.4.2 business interruption; or

10.4.3 loss of anticipated savings; or

10.4.4 for any special, indirect or consequential loss or damages; or

10.4.5 for any loss, corruption or destruction of data; or

10.4.6 loss of business opportunity.



11.1 W.T.L. may terminate this Contract by:

11.1.1 giving not less than 30 days written notice to the Customer to

expire no earlier than the end of the Initial Term.

11.1.2 by notice to the Customer if any third party service which is

essential to the provision of the Service(s) is terminated or ceases to be

available to W.T.L., at all or at an appropriate quality and no suitable

replacement shall be available on commercially reasonable terms.

W.T.L. shall give such advance notice to the Customer as it is

reasonably able to.

W.T.L. Landline Terms and Conditions Page 17 of 22

11.2 The Customer may terminate this Contract by giving 90 days written

notice to expire at the end of the Initial Term. If no notice is given the

Initial Term restarts at the end of the previous Initial Term for the same

Minimum Period as agreed on the Order Form or confirmation email.

11.3 Either party may terminate the Contract:

11.3.1 immediately by written notice if the other has a receiver,

liquidator or administrator appointed, is the subject of bankruptcy

proceedings, ceases to trade, passes a resolution for or is the

subject of a winding up order (except for the purpose of a solvent

amalgamation or reconstruction), makes any composition or

arrangement with creditors or is unable to pay debt as and when

they fall due;

11.3.2 on 14 days prior written notice if the other party is in material

breach of its obligations under this Contract and, if the breach is

capable of remedy, has failed to remedy the breach within 28

days of receiving a written notice from the other party specifying

the breach and requiring it to be remedied.

11.4 Following termination of this Contract for any reason W.T.L. shall:

11.4.1 if so requested by the Customer immediately destroy all

documents and materials of whatever kind belonging to the

Customer and in W.T.L.’s possession or power which belong to

the Customer or which have been created for the purpose of

W.T.L.’s performance of the Services.

11.5 Provisions which expressly or by implication are intended to come into

force upon or survive termination of this Contract will come into force

upon or survive termination of this Contract for any reason.

11.7 If this Contract is terminated and the Customer wishes to transfer to

another provider of landline services, W.T.L. will provide reasonable

assistance to the Customer in respect of the transfer of the Customer’s

service providing all Termination Fees have been paid and no

outstanding monies are owed to W.T.L. by the Customer.

11.8 Cancellation / Migration requests of services/numbers made during the

Minimum Period does not relieve the Customer from contractual

W.T.L. Landline Terms and Conditions Page 18 of 22

obligations to pay any early Termination Fee due under this Contract,

and in relation to the remainder of the Initial Term, following termination.

11.9 The Tariff chosen at the acceptance of this Contract will remain the

minimum Tariff selected for the Initial Term.

11.10 Upon termination of the Services the Customer may incur additional

administration fees and for Broadband Services will also incur a

cancellation fee of £75.00 per connection.

11.11 Should the credit score of the Customer change to a status of ‘Maximum

Risk’ W.T.L. reserve the right to terminate all Services immediately. In

such instances all outstanding invoices become due immediately

including contractual obligations and early Termination Fees.



12.1 Neither party will be liable except as specified in this clause for any

failure to perform, delay in performing or imperfect performance of any

obligation under this Contract to the extent that such failure, delay or

imperfect performance is caused by a Force Majeure Event.

12.2 If either party is affected by a Force Majeure Event it shall promptly notify

the other party of the nature of the Force Majeure Event, the nature of

any actual or anticipated failure, delay or imperfect performance and the

anticipated consequence and length of such failure, delay or imperfect


12.3 If a Force Majeure Event prevents W.T.L. from providing the Services in

accordance with this Contract for 12 consecutive weeks or more, either

party may terminate this Contract immediately by written notice.



13.1 If any dispute arises between the parties, the parties shall use their

reasonable endeavours to settle such dispute in accordance with the

following procedures:

W.T.L. Landline Terms and Conditions Page 19 of 22

13.1.1 any dispute which has not been settled by the Customer’s

Representative and the W.T.L. Representative within 10 working

days of the matter being raised, may be escalated by either


13.1.2 if the dispute is not resolved under 13.1.1 then both parties shall

indicate a Director of their respective businesses within 10

working days and use their best endeavours to resolve the

dispute within 30 working days of the original dispute being


13.1.3 If the parties fail to reach agreement under 13.1.1 or 13.1.2 the

dispute resolution procedure under this clause 13 shall be

deemed exhausted.

13.2 Neither of the parties shall commence or pursue legal proceedings

against the other until the dispute resolution procedure under this clause

13 is deemed exhausted save that nothing in this clause 13.2 shall

prevent either party applying for injunctive relief.



14.1 W.T.L. may assign the whole or any part of this Contract or any of its

rights or obligations under it.

14.2 The Customer may not assign the whole or any part of this Contract or

any of its rights or obligations under it except with W.T.L.’s express prior

written consent (such consent not to be unreasonably withheld or




15.1 The Customer warrants that it will insure any Customer Purchased

Equipment (to it’s full replacement value) delivered to it until Title has

passed to the Customer pursuant to Clause 3.7



The Customer agrees to the following special conditions .

16.1 If any Services come with a Service Level Commitment these are only

targets and failure to attain these levels will not be considered to be a

W.T.L. Landline Terms and Conditions Page 20 of 22

breech of this Contract



17.1 Any notice to be served on either party by the other under this Contract

will be in writing and delivered by hand or recorded delivery to the

registered of the Customer.

17.2 Notices delivered by hand during normal business hours will be served

on the day they are delivered. Notices sent by first class post will be

deemed served on the second business day after the date they are




18.1 This Contract constitutes the entire agreement between the parties and

supersedes any previous negotiation, written, oral or electronic

communication, arrangement or agreement between them or any other

statement or representation made by either of them in relation to the

subject-matter of this Contract including any proposal document (except

that neither party hereby seeks to exclude liability for fraudulent

misrepresentation and except to the extent that either party has any

outstanding liability to the other under a previous arrangement or


18.2 The Customer acknowledges that it has not relied on any statement,

promise or representation made or given by or on behalf of W.T.L. which

is not set out in this Contract.

18.3 From time to time W.T.L. may update its Terms and Conditions or

Contract without being required to give prior notice to the Customer;

18.3.1 if the Customer, acting reasonably, believes these changes

materially affect the commercial viability of the Service(s) then they will

give notice of this within 30 days of receiving the notification from W.T.L.

and both parties agree to resolve this dispute in line with clause13.

18.3.2 if no objection is received then the W.T.L. updates are deemed to

have been accepted.

18.3.3 any other variation of this Contract or the Terms and Conditions

must be in writing and signed by or on behalf of each party.

W.T.L. Landline Terms and Conditions Page 21 of 22

18.4 If any provision of this Contract is held by the parties or by any court or

competent authority to be illegal, invalid or unenforceable in whole or in

part, that provision will be deemed to be deleted and not to form part of

this Contract and the enforceability of the remainder of this Contract will

not be affected thereby. If any provision of this Contract is so broad as to

be held unenforceable, such provision will be interpreted to be only so

broad as is enforceable.

18.5 This Contract and any variation to this Contract may be executed in one

or more counterparts, which, taken together, will constitute a single

Contract. If both parties execute two copies of this Contract, each

executed copy will count as an original.

18.6 Certain telecommunication systems and Services are subject to

regulation by the Office of Communications (“OfCom”). OfCom may from

time to time change the regulatory framework within which the Services

and Charges are provided and the Customer accepts that W.T.L. may

need to change the Services and Charges to comply with such regulatory

framework. The parties accept that such changes shall be deemed to

comply with the terms of clause 18.3.



19.1 The failure or delay of either party in any one or more instances to insist

on strict performance of one or more of the terms of this Contract or to

exercise any right or remedy under this Contract or at law will not be

construed as a waiver of that or of any subsequent breach of the same

term, any breach of any other term nor of the right to enforce another

such right or remedy or the same right or remedy arising on another


19.2 Unless there is express provision to the contrary in this Contract, no

remedy conferred by any term of this Contract is intended to be exclusive

of any other remedy available under this Contract or at law. Each and

every remedy is cumulative and is in addition to each and every other

remedy available under this Contract or existing at law (whether in equity,

by statute, at common law or otherwise).



W.T.L. Landline Terms and Conditions Page 22 of 22

This Contract and all matters arising from it are governed by the laws of

England and Wales and are subject to the exclusive jurisdiction of the

courts of England.