Simply Solve IT Limited Terms and Conditions for Telephone Services applicable for Business and Residential

Customers

1. DESCRIPTION OF THE SERVICE

1.1 The Service is the facility to make or receive a Call and any related services that Simply Solve IT may agree to provide to the Customer under the terms of the Contract.

2. COMMENCEMENT AND DURATION

2.1 The Contract begins on the date on which the Customer orders the Service and continues until terminated by the Customer or Simply Solve IT in accordance with the Contract.

2.2 Unless otherwise stated in the Contract, the Service commences on the Service Start Date.

2.3 The Minimum Period is 60 months, or any other period as may be agreed between the Customer and Simply Solve IT.

2.4 Upon expiry of the Minimum Period, this Contract will renew automatically on a quarterly basis unless terminated by either Party in accordance with the terms of this Agreement.

3. PROVISION OF THE SERVICE

Preparation of the Site for Access and Installation of Equipment

3.1 The Customer agrees to prepare the Site in accordance with any requirements Simply Solve IT may have prior to installation and to provide Simply Solve IT or any representative nominated by Simply Solve IT with all necessary access to the Site for the purposes complying with the terms of the Contract. The Customer agrees to provide, at its expense, a suitable location and conditions for Simply Solve IT Equipment and, where required, continuous mains electricity supply and connecting points.

3.2 The Customer is responsible for obtaining all necessary consents and permissions for Simply Solve IT to carry out any work necessary to provide the Service on the Site including the installation of Simply Solve IT Equipment.

3.3 The Customer and Simply Solve IT agree to comply with each other’s reasonable safety and security requirements when on the Site. If Simply Solve IT or the Network Operator’s engineers are required to enter the Premises they will show their identity cards. The Customer and Simply Solve IT agree to look after each other’s equipment on the Site. If the Customer or Simply Solve IT damages the other’s equipment it must pay for any repair or replacement needed. This clause does not apply where the damage results from normal use.

3.4 Simply Solve IT will use its reasonable endeavours to provide the Service by the date agreed with the Customer, but all dates are estimates unless confirmed otherwise in the Notification Letter. Where there are any delays anticipated, the Customer will be informed of the delay as soon

as possible.

3.5 The Customer is responsible for making the Site good after any work has been undertaken by Simply Solve IT at the Site, including replacing and re-positioning items and for re- decorating.

Faults

3.6 Simply Solve IT will use reasonable skill and care to a standard expected of a competent telecommunications service provider to provide the Service, however from time to time faults may occur as other third party companies provide the Network.

3.7 If the Customer reports a fault, Simply Solve IT will report the fault to the Network Operator as soon as is reasonably practicable so that the Network Operator can arrange for an engineer to be dispatched to repair the fault as soon as possible.

4. USE OF THE SERVICE

4.1 Any Customer Equipment must be:

(a) Supplied by Simply Solve IT

(b) Agreed for use by Simply Solve IT

(c) Connected using the applicable Main Telephone Socket that Simply Solve IT or the Network Operator have fitted unless the Parties agree otherwise.

4.2 The Service must not be used:

(a) in any way that is unlawful or in contravention of any instructions, licence, code of practice or guidelines issued by any regulatory authority,

nor any third person’s rights; nor

(b) to make offensive, menacing, indecent, nuisance or hoax calls or to cause annoyance or inconvenience to any other person; nor

(c) to deliberately send or knowingly receive, upload, download or use any material which is deemed offensive, abusive, indecent,

defamatory, or obscene under international law; nor

(d) in any way deemed to be fraudulent, nor in connection with any criminal offence.

4.5 Occasionally, Simply Solve IT may be required to:

(a) change the codes or telephone numbers given to the Customer, or the technical specification of the Service due to mandatory changes imposed on Simply Solve IT by third parties provided that any change to the way Simply Solve IT provides the Service does not significantly affect the performance or functionality of the Service; or

(b) interrupt or suspend the Service for operational or emergency reasons. Simply Solve IT will restore the Service as quickly as possible.

(c) give the Customer instructions that Simply Solve IT believe are necessary for health or safety reasons, or to maintain the quality of the Service

that Simply Solve IT supplies to the Customer or other customers

4.6 The Customer does not own any number or have any right to sell or transfer the number provided to it for use with the Service.

4.7 Simply Solve IT may occasionally monitor and record calls relating to customer services made to or by Simply Solve IT. Simply Solve IT does this for training purposes and to improve the quality of services provided to its Customer.

4.8 The Customer will fully and effectually indemnify Simply Solve IT against any claims or legal proceedings which are brought or threatened against Simply Solve IT by a third party because the Service is used in breach of clause 4.4. If requested, Simply Solve IT will keep the Customer

informed of the progress of such claims or proceedings.

5. PAYMENT FOR THE SERVICE

General

5.1 The Customer agrees to pay all of the Charges due in respect of the Service which are calculated using the details recorded by Simply Solve IT.

This includes all Call Charges incurred during the use of the Service by the Customer or any third party using the Service at the Site.

5.2 Simply Solve IT will calculate the Call Charges using the details recorded at the telephone exchange. Call charges will normally be invoiced monthly in arrears. Wherever possible Call Charges will appear on the Customer’s next invoice.

5.3 Simply Solve IT will send invoices in arrears to the Customer via email (Simply Solve IT e-billing) to the e-mail address notified by the Customer to Simply Solve IT. If the Customer does not give a valid email address, the invoice will be sent to the registered address of the Customer at an additional cost to be borne by the Customer in the sum of £25.00 per year.

5.4 The Customer will be liable for charges for the Service from the Service Start Date Unless otherwise provided in the Notification Letter, all charges are exclusive of VAT which is chargeable at the applicable rate from time to time in force.

5.5 The first invoice will be issued to the address provided by the Customer shortly after commencement of the Service.

5.6 Unless otherwise agreed between the Customer and Simply Solve IT, payment is due on the date specified on the invoice and the Customer must pay all charges by direct debit. In the event that payment is made by any other method, Simply Solve IT will charge a monthly non-direct

debit fee of £10.00 plus VAT per month.

5.7 By agreeing to the Terms and Conditions the Customer is committed to using Simply Solve IT for both Line Rental and Calls during the Minimum Term. Should the Customer use an alternative carrier for Calls once this Contract has commenced, or prevent Simply Solve IT from carrying Calls

in any monthly period so that the Call Charges are significantly reduced in comparison to the Customer’s previous average invoicing profile, the Customer agrees that Simply Solve IT may charge the Customer on the Customer’s next monthly invoice and for each subsequent month during

the term an amount that is equivalent to the average calls for the previous three monthly period.

5.8 If the Customer does not pay the invoice within 14 days of the invoice issue date, a non-payment charge of £10.00 plus VAT will be applied and a reminder will be sent to the Customer’s address for service. If payment of the outstanding balance and the non-payment charge is not received within seven days of the reminder Simply Solve IT may charge the Customer daily interest on late payments at a rate equal to 7% per annum above the base lending rate of the Bank of England for the period beginning on the date on which payment is due and ending on the date on which payment is made.

5.9 If, after commencement of the Contract, the Customer exceeds the agreed Call Level, Simply Solve IT may issue the Customer with an interim invoice. A deposit may also be sought by Simply Solve IT as security for payment of future invoices.

5.10 Line rental is Payable from the Switchover Date. Line Rental is payable monthly in advance, unless expressly agreed in writing by Simply Solve IT. Line rental Charges vary depending upon the classification of the Customer’s line.

5.11 If the Customer orders a temporary Service, Simply Solve IT may charge the Customer for the line rental in advance for the whole period of the temporary Service.

5.12 The Customer must pay all Charges in accordance with their direct debit authority, or in accordance with the time for payment detailed in the invoice. The Customer must pay all deposits upon demand from Simply Solve IT.

5.13 If Simply Solve IT are unable, for whatever reason, to recover the sums due under the Customer’s account within 4 days following the due date for payment, Simply Solve IT reserves the right to suspend the Service in accordance with clause 7 and the Customer will then be liable for any and all associated costs where disconnection and /or re-connection of Service becomes necessary.

5.14 On the fifth day following the due date for payment, a letter will be sent to the Customer’s address requiring the account to be discharged in full within 10 days of receipt of the letter.

5.15 If payment details are provided by the Customer to enable Simply Solve IT to collect the sums due on their account, Simply Solve IT will re-apply for payment. If the Customer’s proposed payment method is still rejected, invalid or unavailable or if the Customer’s account remains outstanding for

any other reason 18 days after the original due date for payment, then:

(i) the Customer will be charged a further administration fee of £35.00 plus VAT together with an additional fee for the provision of a subsequent warning letter, and

(ii) Simply Solve IT will contact the Customer in writing requiring discharge of the Customer’s account in full within 7 days of receipt of the letter, failing which Simply Solve IT reserve the right to refer the outstanding account to Simply Solve IT’ credit control department.

5.16 If the Customer’s account remains unpaid for a period of 25 days after the original due date for payment a security deposit of three times the average monthly invoice or payment in full for the first year will be required before Simply Solve IT will reinstate the Service.

5.17 If the Customer’s account remains unpaid for a period of 32 days after the original due date for payment, the Services will then be terminated and the Customer’s account will be referred to Simply Solve ITs’ credit control department for it to take the appropriate action to collect the outstanding

sums.

5.18 If Simply Solve IT is required to instruct a debt collection agency to collect payment or instruct a firm of solicitors (including interest and late payment charges) on its behalf the Customer must pay Simply Solve IT any additional sums due. This sum will not exceed the reasonable costs

Simply Solve IT has to pay the agency or the firm of solicitors, who will add the sum to the Customer’s outstanding debt.

5.19 The Customer is required to ensure that the name of the account holder is the same as the name on the payment details provided.

5.20 If the Customer has agreed to an Annual Minimum Call Spend (as notified to the Customer by Simply Solve IT on entering into this Contract), and

at the end of any given year (beginning on the Switchover Date or any anniversary thereof), the Customer has not incurred the Annual Minimum

Call Spend, or if the Customer terminates this Contract in any way other than pursuant to clause 7, prior to the end of any given year (beginning on

the Switchover Date or any anniversary thereof), the Customer will be liable to pay 20% of the difference between the Charges incurred during that

year and the Annual Minimum Call Spend.

5.21 Simply Solve IT reserves the right to apply a monthly minimum threshold of £7.50 excluding VAT in respect of outbound calls for each invoiced

account to keep the account operating at a viable level. In the event that the actual outbound calls billed amount does not reach the threshold level

the Customer agrees to pay the difference between the actual calls billed amount and the threshold.

5.22 If the Customer makes a valid claim regarding excess invoice charges for any part of the Service and that such an excess is due to an error on

Simply Solve ITs part, the excess charge will be refunded by credit to the Customer’s account. A maximum credit equivalent to three months

excess applies to this clause.

5.23 If the Customer cancels an active Direct Debit instruction once the Contract has commenced an additional administration fee of £10.00 plus VAT will be added to each monthly invoice until the Direct Debit is reinstated.

5.24 If any sum owed by the Customer to Simply Solve IT under the Contract or any contract with Simply Solve IT is not paid by the due date, Simply Solve IT may deduct this sum from any payment or credit due to the Customer under the Contract or any other contract with Simply Solve IT.

Disputed Invoices

5.25 If the Customer intends to dispute any charge on an invoice the Customer must do so in writing to Simply Solve IT within 14 days of the date of

the invoice and provide Simply Solve IT with all relevant information in support of the disputed charge. In the event that a dispute is not raised

within 14 days from the date of invoice, the Customer will not be able to dispute the invoice and the invoice will be deemed to be accepted. Where

the disputed charge(s) amount to:

(a) less than 5% of the total charges listed on the invoice, the Customer will pay the full amount of the invoice; or

(b) more than 5% of the total charges listed on the invoice, the Customer must pay the remaining amount of the invoice that

is not in dispute. Any disputes will be resolved promptly and the resolved amount if any is payable immediately.

6. CHANGES TO THE CONTRACT

6.1. Simply Solve IT can change the Contract (including the charges) at any time and will publish any change in line with clause 6.2.

6.2 Simply Solve IT will publish any changes to the Contract (including the charges) in its major offices and online at https://www.simplysolveit.com as

follows:

(a) at least 14 days before the change is to take effect for changes that are to be made to the significant detriment of the Customer; and

(b) at least one day before the change is to take effect for all other changes.

6.3 If the Customer wishes to object to any proposed change in respect of clause 6.2 (a), the Customer must notify Simply Solve IT within 14 days of

publication on the Website or receipt of the notice of the proposed increase, otherwise the Customer will be deemed to have accepted the

proposed change/s made.

6.4 The Customer may request changes to the Contract. Such requests must be made in writing and submitted to Simply Solve IT for its consideration.

6.5 If Simply Solve IT agree to the changes contained in the written request, a letter will be sent to the Customer confirming the agreed changes.

6.6 The Contract is to be considered to be amended on the date that the letter confirming agreeance to the changes is received by the Customer,

or, in the absence of proof of receipt, the deemed date of receipt. Any such letter shall be deemed to have been received:

(a) if hand delivered or sent by prepaid recorded or special delivery post or prepaid international recorded airmail, at the time of delivery;

(b) if sent by post (other than by prepaid recorded or special delivery post) two days from the date of posting;

(c) in the case of fax or e-mail at the time of transmission.

7. TERMINATING THE CONTRACT

7.1 The Customer may cancel the Contract or any part of the Service within eight working days from the date that the Customer agrees to proceed

with the contract without additional charge, other than those charges actually incurred by under clause 7.6. Thereafter, if the Customer cancels the Contract or any part of the Service any time before Simply Solve IT provides the Service the Customer will pay Simply Solve IT the early termination charges calculated in accordance with clause 7.6.

7.2 The Contract may be ended by either party upon giving the other party three calendar month’s prior written notice.

7.3 If the Customer or Simply Solve IT ends the Contract during the Minimum Period the Customer will pay Simply Solve IT the early termination

charges set out in clause 7.6.

7.4 This clause will not apply if:

(a) the Customer ends the Contract during the Minimum Period because Simply Solve IT is in material breach of the Contract and fails to remedy

such breach within 30 days of receiving a request from the Customer to remedy the breach; or

(b) the Customer gives notice to end the Contract within 14 days of Simply Solve IT notifying the Customer of an increase to the charges or changes to the Conditions in either case to the Customer’s significant detriment; or

(c) a Customer as a new Residential Customer or an existing Residential Customer who has entered into this Contract via the telephone may cancel this Contract up to 14 days after the date the Notification Letter was sent to the Residential Customer. The Residential Customer will be refunded the price of all Charges (excluding Call Charges) incurred from the date the Notification Letter. The Customer must pay for all Call Charges including any international Call Charges which may take longer to be billed. This does not affect the Residential Customers statutory

rights; or

(d) a Customer as a Business Customer wishes to cancel the Contract at any time prior to the Switchover Date by giving written notice to Simply Solve IT or contacting Simply Solve IT’ customer services. Simply Solve IT will inform the Customer of the Switchover Date by issuing a

Notification Letter to the Customer. For the avoidance of doubt, any costs incurred by the Customer prior to the cancellation of the Contract shall

be charged to the Customer and become payable in accordance with clause 5.

7.5 The Customer may end the Contract if:

(a) Simply Solve IT materially breaches the Contract and fails to remedy the breach within a reasonable time of being asked by the Customer to do so (subject to the breach being capable of being remedied by Simply Solve IT); or

(b) insolvency proceedings are brought against Simply Solve IT or Simply Solve IT makes an arrangement with its creditors or a receiver, an

administrative receiver or an administrator is appointed over any of Simply Solve ITs’ assets or Simply Solve IT goes into liquidation

7.6 If the Customer terminates this Agreement prior to expiry of the Minimum Period, other than in respect of termination by the Customer pursuant to

clauses 7.3 and 7.4, the Customer shall pay the early termination charges, calculated in accordance with clause 7.7. and 7.9.

7.7 The early termination charges shall be, for each line that a Customer cancels:-

(a) the sum of the Line Rental charges payable by the Customer from the date of actual termination until the date of expiry of the Minimum Period;

and

(b) any actual Call Charges accrued up to and including the date of termination; and

(c) an administration charge of £100.00 plus VAT.

7.8 If the Customer terminates this Contract after the expiry of the Minimum Period the Customer shall pay the Charges up to the end of the notice

period in accordance with this Clause and in respect of call charges, this charge payable by the Customer will be calculated by taking an average

call charge calculation for the previous three months, prior to the cancellation notice being received.

7.9 If the Contract ends, Simply Solve IT will refund any money owed to the Customer, after first deducting any money the Customer owes to Simply Solve IT under this Contract or any other agreement Simply Solve IT has with the Customer.

7.10 If Customer terminates any Service prior to expiry of the Minimum Period, other than in respect of termination by the Customer pursuant to

clauses 7.3 and 7.4, Simply Solve IT will be entitled to charge the Customer an amount that would be reasonable in covering Simply Solve ITs’

losses as a result of such a termination. This would include a fair estimate of profit margin losses and instances where Simply Solve IT has provided free line installations to the Customer that have been subsequently cancelled prior to the expiry of the Minimum Period.

SUSPENSION OR TERMINATION OF SERVICE FOLLOWING BREACH

7.11 Simply Solve IT may suspend the Service or end the Contract, or both, at any time without notifying the Customer and without prejudice to Simply Solve IT other rights and remedies, if:

(a) The Customer breaches the Contract or any other Contract that the Customer has with Simply Solve IT for telephone and, if the breach is

capable of remedy, fails to put right the breach within 14 days of being requested by Simply Solve IT so to do. This clause includes a breach for non-payment of any valid invoice by the due date; or

(b) Simply Solve IT reasonably believes that the Service is being used in breach of clause 4.4, irrespective of the whether the Customer is aware

of the breach or not; or

(c) Bankruptcy or insolvency proceedings are brought against the Customer or the Customer does not comply with a payment order of the Court or

the Customer makes an arrangement with its creditors or a receiver, an administrative receiver or an administrator is appointed over any of the Customer’s assets or the Customer goes into liquidation. The Customer will continue to pay the charges during any period of suspension; or

(d) Simply Solve IT are required to suspend the Service or terminate the Contract under any an order, instruction or request of any authorised government body or authority or emergency service; or

(e) The direct debit information provided by the Customer are found to be invalid or are subsequently cancelled; or

(f) A contract that Simply Solve IT has with a third party that assists in providing the Service is terminated.

(g) Simply Solve IT in its sole opinion suspects that the Service is being used, or is about to be used, for purposes that are fraudulent or for

purposes deemed to be excessive for the type of account in operation and, if the Service is suspended, will keep the account suspended until

such time as a bond, or other such payment as is agreed between the Parties, is received by Simply Solve IT.

7.12 If the Customer exceeds the agreed Call Level prior to submission of the next monthly invoice, Simply Solve IT will inform the Customer of the amount the Customer has spent and agree any necessary action. Simply Solve IT reserves the right to suspend outgoing Calls on the Service pending payment of charges accrued on Simply Solve ITs invoicing system if the Customer exceeds the agreed Call Level prior to payment of the first three 3 invoices submitted in respect of the Service.

7.13 If the Customer fails to pay an invoice issued, the administration charges will become payable and Simply Solve IT reserves the right to:-

(a) firstly, to suspend the Service with outgoing call bars (except for emergency number access); and

(b) thereafter implement incoming call bars

7.14 Simply Solve IT will lift the suspension(s) following full payment of the outstanding amount being made by the Customer.

7.15 If the Service is suspended pursuant to clause 7 (except clause 7.12(d)), Simply Solve IT will not recommence provision of the Service until the Customer rectifies the breach of this Contract or otherwise satisfies Simply Solve IT that the Service will not be used in a way that is in breach of this Contract.

7.16 The Customer remains liable to pay the Charges applicable to any period of suspension of the Service (other than in respect of a suspension

pursuant to clause 7.12(d))

7.17 If the Service is suspended under clause 7.12(c) above, Simply Solve IT reserves the right to charge the Customer an administration fee of £75.00

plus VAT payable within 14 days of the suspension of the Service. This sum is in addition to any outstanding payment for invoices that may have been submitted previously and remain outstanding.

7.18 Upon reconnection of the Service, Simply Solve IT reserves the right to charge a reconnection fee of £49.00 plus VAT per affected line, service or broadband connection.

8. LIMITATION OF LIABILITY

8.1 Simply Solve IT accepts liability as set out in the Contract. Simply Solve IT does not guarantee that the Service will be free from faults as other third party companies may be responsible for providing the Network. Matters affecting the Network are beyond Simply Solve ITs’ reasonable control and are therefore Simply Solve IT is not liable for faults arising as a result of the actions of the aforementioned third parties.

8.2. Simply Solve IT does not accept liability for the acts or omissions of other providers of telecommunications services (including but not limited to the Network Operator) unless those providers have been specifically engaged by Simply Solve IT as subcontractors or assignees in respect of performing Simply Solve ITs obligations under this Contract.

8.3 Simply Solve IT does not accept liability for any charge incurred as a direct result of the Customer failing to utilise any new line within 30 days of the line being activated.

8.4 Simply Solve IT does not exclude or restrict its liability for death or personal injury caused by its own negligence or the negligence of its employees or agents acting in the course of their employment or agency or for any fraudulent misrepresentation.

8.5 Unless otherwise expressly stated in the Contract Simply Solve IT shall not be liable to the Customer in contract, tort (including negligence),breach of statutory duty or otherwise for any indirect or consequential loss of profit, revenue, time, opportunity, data, use, business, wasted expenditure, loss of or damage to physical property, business interruption or for any other indirect or consequential loss or punitive damages which may arise in relation to the Contract whether or not Simply Solve IT was advised in advance of the possibility of such loss or damage.

8.6 Simply Solve IT accepts liability, as follows, subject to the limitations in clauses 8.2, 8.3 and 8.5:-

(a) in respect of its failure to report a Fault to the Network Operator as soon as is reasonably practicable, where Simply Solve IT have previously

been notified of such a Fault by the Customer; or

(b) for any actual loss or damage suffered by the Customer where the loss or damage suffered was reasonably foreseeable. For the avoidance of doubt Simply Solve IT shall not be liable for any delay in the repair of the Fault except to the extent that such a delay was a direct result of Simply Solve IT failing to reporting the Fault to the relevant Network Operator as soon as was reasonably practicable.

8.7 Subject to clauses 8.2, 8.3 and 8.5 above, Simply Solve IT accept liability to the Customer in contract, tort (including negligence) breach of statutory duty or otherwise for direct loss limited to:

(a) £6,000.00 for each line affected;

(b) £25,000.00 per event or series of events;

(c) a maximum of £1,000,000 for loss of or damage to physical property in any period of 12 consecutive months

8.8 Except as set out expressly in this Contract, all conditions warranties, undertakings and obligations implied by statute, common law, custom,

trade or otherwise are excluded to the fullest extent permissible in English Law.

8.9 CONFIDENTIALITY AND USE OF CUSTOMER’S INFORMATION

Simply Solve IT and the Customer will keep in confidence any information, whether written or oral, of a confidential nature obtained under or in connection with the Contract except to the extent any disclosure is required by law. The Customer and Simply Solve IT will not, without the consent of the other, disclose such information to any person other than:

(a) their employees or professional advisers who shall require the information in order for the Customer or Simply Solve IT to fulfil its obligations under the Contract; or

(b) in the case of the Customer, its Users to the extent that they are required to use or access the Service.

8.10 Information shall not be treated as confidential if it is:

(a) lawfully in the public domain; or

(b) lawfully in the possession of the Customer or Simply Solve IT before disclosure has taken place; or

(c) obtained from a third person who is entitled to disclose it; or

(d) replicated independently by someone without access or knowledge of the information.

8.11 If the Customer receives a request under the Freedom of Information Act 2000 which encompasses any information provided to the Customer

by Simply Solve IT in connection with the Contract the Customer will notify Simply Solve IT immediately of the request and give Simply Solve IT at least 10 working days to make representations before releasing the requested information in the event that the requested information is available and in the possession of Simply Solve IT.

8.12 Simply Solve IT will only use Personal Data (as defined within the Data Protection Act 1998) obtained from the Customer following provision of the

Service for the following purposes:-

(a) administering the Customer’s account;

(b) notifying the Customer of changes to the Service;

(c) enabling Simply Solve IT to supply the Service to the Customer; and,

(d) for invoicing purposes.

8.13 Simply Solve IT will not pass Personal Data obtained from the Customer to any third parties for marketing purposes but may send the Customer information about Simply Solve IT own products and services which it considers may be of interest to the Customer, unless the Customer specifically requests in writing that Simply Solve IT does to do so.

8.14 Any request under clause 9.5, either by the Customer, the Customer’s User or by the Customer on behalf of the User should be submitted in writing to Simply Solve IT Limited, 29 Chorley New Road, Bolton, Greater Manchester, BL14QR

8.15 In assessing applications for and making decisions about credit, credit related services and insurance (including motor, household credit, life and other insurances and claims) in respect of the Customer, Simply Solve IT may make the following searches for information pertaining to the

Customer:-

(a) the files of credit reference agencies. The credit reference agency will keep a record of any search undertaken.

(b) identity and anti-fraud checks with fraud prevention agencies. If the Customer gives false or inaccurate information fraud is suspected, Simply Solve IT shall make a written note. Details of how the Customer conducts their account may also be disclosed to those agencies.

8.16 Information obtained from the agencies referred to in clause 9.7 may be used by Simply Solve IT and other parties for

(a) checking the Customer’s identity,

(b) obtaining statistical analysis about credit, insurance or, fraud, and

(c) to manage the Customer’s account and insurance policies.

8.17 Simply Solve IT may also perform subsequent searches for the purpose of risk assessment, debt collection and fraud prevention with one or more

credit reference agencies and/or fraud prevention agencies whilst the Customer retains a financial obligation to Simply Solve IT.

8.18 Information held about the Customer by credit reference agencies may be linked to records relating to the Customer’s financial associate(s). The Customer declares that the Customer and the Customer’s financial associate(s) are financially independent and the Customer requests that their application for the Service be assessed without reference to any “associated” records, although the Customer recognises that this may adversely affect the outcome of the application. The Customer confirms to the best of their knowledge that there is no information relating to their financial associates that is likely to affect Simply Solve ITs’ willingness to offer the Services to them.

8.19 By agreeing to the enclosed Terms and Conditions, the Customer authorises Simply Solve IT to check the validity of this declaration with credit reference agencies and if Simply Solve IT discover any associated records, which would affect the accuracy of this declaration Simply Solve IT may suspend the Service or terminate this Contract with immediate effect. For the purpose of clauses 9.10 and 9.11 a “financial associate” is someone with whom the Customer has a financial link, for example, a spouse, partner or family member.

8.20 The Customer authorises Simply Solve IT to disclose, in the UK and globally, all pertinent information about them, their use of the Service and how they conduct their account for the purposes of providing the Customer with the Service or as required for reasons of national security or under any legal duty pass such information to associated companies, partners or agents, any telecommunications company, debt collection agency, credit reference agency, fraud prevention agency or governmental agency and other users of these agencies who may use this information for the same purpose as Simply Solve IT. The Customer agrees to this information being obtained by Simply Solve IT for credit control purpose and fraud and crime detection and prevention.

8.21 Any Customer who wishes to have details of the credit reference or the fraud prevention agencies Simply Solve IT uses to obtain information about the Customer or receive a copy of the information Simply Solve IT holds about them may do so by submitting a request in writing for a copy of the information to the Data Controller at Simply Solve IT at the address detailed in clause 9.6, stating the Customers full name, address, account number and phone number. (Simply Solve IT may charge a reasonable administration fee for providing such information)

9. MOVING SITES

9.1 If the Customer is moving the Site, Simply Solve IT must be informed as soon as is reasonably practicable so that suitable arrangements can be made to transfer the Customer’s line. Unless otherwise requested, Simply Solve IT, in addition to moving the line, will also endeavour to retain the Customer’s existing telephone number. If Simply Solve IT can transfer the Customer’s existing number to the new Site the existing Contract will continue under the same terms and conditions. If Simply Solve IT cannot transfer the Customer’s existing number to the new Site, installation of a new line will be required at the new Site, or if the Customer requires any additional new lines, this will attract new line connection charges and a new Agreement for a minimum term of 12 or 24 months.

9.2 If the new installation or moving Site involves the visit of an engineer to facilitate the new installation the Customer will be responsible for the costs incurred by Simply Solve IT for the missed appointment due to the Customer’s failure to attend (currently £100.00 plus VAT) together with an

administration fee of £85.00 plus VAT per hour in respect of any additional works required to be undertaken by Simply Solve IT to complete the transfer of the line.

9.3 If the Customer moves Sites and leaves the installation for the new owner/tenant the Customer is required to inform them that the Service will be discontinued if Simply Solve IT are not contacted by the new owner/tenant within 72 hours for the purpose of entering into a new Contract.

9.4 If the Customer currently receives services from an alternative supplier the Customer is responsible for any contractual agreement the Customerhas with them and any liabilities the Customer may incur for terminating the Customer’s current agreement.

10. GENERAL TERMS

Matters Beyond Reasonable Control

10.1 (a)If Simply Solve IT is unable to perform, or is delayed in performing, any obligation under the Contract because of something beyond itsreasonable control including act of God, lightning, flood, exceptionally severe weather, fire, explosion, war, civil disorder, industrial disputes or

acts or omissions of local or central government, OFCOM or any other Network Provider or other competent authorities, or beyond the reasonable control of its suppliers, it will have no liability to the Customer for that failure or delay in performing.

(b) Simply Solve IT will not be liable for failure to or delay in supplying the Service if legal or regulatory restrictions are imposed that prevent Simply Solve IT from supplying the Service.

Dispute Resolution

10.2 (a) Simply Solve IT will attempt to resolve any dispute that the Customer may have with Simply Solve IT. If the dispute cannot be resolved

within 12 weeks of the Customer raising the dispute with Simply Solve IT, then the Customer may refer the matter to:

(i) the Telecommunications Ombudsman, via the website (www.otelo.org.uk) or by telephone on 0845 050 1614; or

(ii) OFCOM, the communications regulator via the website www.ofcom.org.uk or by telephone on 020 7981 3040 or 0300 123 3333.

(b) Any dispute must be submitted in writing to Simply Solve IT’ Customer Services Centre.

(c) Nothing in this clause 11.2 shall prevent the Customer or Simply Solve IT from exercising any rights and remedies that may be available in respect of any breach of the provisions of the Contract.

Assignment

10.3 The Customer and Simply Solve IT may not assign any of their rights or obligations under the Contract without the prior written consent of the other, except that Simply Solve IT may assign or otherwise delegate all or any of its rights or obligations or both to an Associated Company without consent provided that it notifies the Customer that it intends to do so. Severability If any portion of the Contract is found to be unenforceable, the remaining sections of the Terms and Conditions will remain in effect as if the Contract had been made without the invalid, illegal or unenforceable terms.

Entire Agreement Clause

10.4 (a) The Contract constitutes the entire agreement between the Customer and Simply Solve IT and replaces all previous negotiations, representations, proposals, understanding and agreements whether written or oral relating to the Service.

(b) The Customer and Simply Solve IT agree that, by entering into this Contract:

(i) they have not relied upon any statement, representation, warranty or other assurance not expressly incorporated; and

(ii) in connection with the Contract the only rights and remedies available to the Customer and Simply Solve IT in relation to any statement,

representation, warranty or other assurance are for breach of the Contract and that all other rights and remedies are excluded.

(c) The terms of clauses 11.5(a) and 11.5(b) do not affect the rights or remedies available to the Customer or Simply Solve IT to pursue a claim for fraudulent misrepresentation.

Waiver

10.5 (a) A failure or delay by the Customer or Simply Solve IT to enforce any right or act upon a breach under the Contract shall not be deemed to be a

waiver of that right or breach.

(b) If the Customer or Simply Solve IT waives a right or breach of the Contract, that waiver is limited to the particular right or breach.

(c) The single or partial exercise of any right or obligation by the Customer or Simply Solve IT does not operate as a bar to the exercise or enforcement of any right, power or remedy on any later occasion.

Rights of Third Parties

10.6 A person who is not a Party to the Contract has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract. However, this does not affect any right or remedy of a third party that exists or is available apart from that Act.

Notices

10.7 Unless otherwise stated in the Contract, notices given under the Contract must be in writing and delivered by hand, sent by e-mail or sent by prepaid

post to:

(a) Simply Solve IT Ltd, 29 Chorley New Road, Bolton, Greater Manchester, BL14QR or such other address as may be communicated to

Customer; or

(b) the Customer at the address to which the Customer asks Simply Solve IT send correspondence or bills (except for notices given under clause 2.1

and 6.1)

10.8 The Customer must inform Simply Solve IT immediately if there is any change to any of the contact information previously.

Law and Jurisdiction

10.9 (a) These terms shall be governed by and interpreted in accordance with English law.

(b) The Customer and Simply Solve IT irrevocably agree that the courts of England shall have exclusive jurisdiction to settle any dispute, which

may arise out of, under, or in connection with this Contract.

Customer’s Instructions

10.10 Simply Solve IT may take instructions from any person whom it reasonably believes is acting with the Customer’s authorisation.

11. SERVICE GUARANTEE

 Simply Solve IT guarantees:

(a) to provide the Service by the date agreed with the Customer.

(b) to report a Fault in the line with the Network Operator as soon as is reasonably practicable.

(c) not to disconnect the Service by mistake; and

(d) to keep any appointment Simply Solve IT make with the Customer under the Contract.

12 DEFINITIONS

In the Contract the following terms have the meanings shown next to them:

Annual Minimum Call Spend

The minimum annual sum of money that will be spent by the Customer on Call Charges commencing on the Switchover Date or any anniversary

thereafter during the term of the Contract

Business Customer

Any Customer with whom Simply Solve IT enters a Contract to provide the Service to Business premises for business purposes

Call

A signal, message or communication that is silent, spoken or visual on each line that Simply Solve IT agrees to provide to the Customer under this

Contract

Call Charges

the sum of money, plus VAT, which to payable by the Customer per Call to Simply Solve IT

Call Level

the sum of money the Customer anticipates to spend on Call Charges during the period covered by the Customer’s invoices and is agreed by

Simply Solve IT subject to acceptable credit checks

Charges

All sums (plus VAT) payable by the Customer to Simply Solve IT in respect of the Service including but not limited to the Call Charge and Line

Rental Charge

Simply Solve IT of 29 Chorley New Road, Bolton, Greater Manchester, BL14QR registered in England

Conditions

the Conditions for Simply Solve IT Telephone Services

Contract

the agreement for the provision of the Service between Simply Solve IT and the Customer

Customer

the person with whom Simply Solve IT contracts to provide the Service.

Customer Equipment

any equipment, including any software, for use with the Service that is not part of Simply Solve ITs’ network and which is owned or controlled by the

Customer

Line

a connection to the Network

Main Telephone Socket

the point where the Equipment is connected to the Network

Minimum Period

the period stated in the Notification Letter, measured from the Service Start Date

Network

the fixed line telecommunications network operated by the Network Operator

Network Operator

the operator who operates a network to which the Line is connected

Notification Letter

the statutory transfer letter sent by Simply Solve IT to the Customer regarding the Customer’s transfer to Simply Solve IT such letter to include

details of the Switchover Date

Relevant Standards

the standards designated under s.22 of the Telecommunications Act 1984 as amended by any subsequent Act or Regulation

Residential Customer

any Customer Simply Solve IT makes this Agreement with where the Service is to be provided to a place of residence for non-business purposes. It

includes a person who Simply Solve IT reasonably believes is acting with the Customer’s authority or knowledge

Service

All or part of the Service as defined in clause 1.1 and “Services” shall be construed accordingly

Service Start Date

the date on which the Service is first made available to the Customer such date being the date informed to the Customer in the Notification Letter

Service Level the standard of Service set out in the Service Schedule

Site

the place(s) at which Simply Solve IT provides the Service

Software

any software and associated written and electronic documentation and data provided by Simply Solve IT under the Contract

Special Entry

any additional entry to the appropriate phone book requested by the Customer in addition to the regular information published about the

Customer in any phone book issued by BT

Subsequent Term

a further period of the same duration as the Minimum Term

Switchover Date

the date of transfer of the Service to Simply Solve IT as notified to the Customer in the Notification Letter

User

anyone who is permitted by the Customer to use or access the Service