Terms of Service

How Telecom Central collects, uses and protects your personal information.

These Terms and Conditions shall apply to the provision of the services provided by Telecom Central Ltd, a company registered in England & Wales under number 06825745, trading from Unit 31 Poplar Way, Witton, Birmingham, B6 7AD (“TELECOM CENTRAL”), to you (“Client”). These terms and conditions shall govern and apply to the provision of the Services to the exclusion of any other terms and conditions.

1Definitions and Interpretation

1.1 Definitions

Acceptable Use PolicyAny rules, limits or restrictions for the use of the Services as may be revised by Telecom Central Ltd from time to time.
Additional ServicesAny additional services to be supplied to the Client by Telecom Central Ltd under the Contract during the Contract Term.
Agreed UsageThe monthly minimum call traffic as specified in the Service Schedule or otherwise.
Airtime AgreementA mobile airtime agreement with a network service provider to provide Airtime Services.
Airtime ServicesCellular mobile telecommunications airtime and network capacity procured from a network/service provider.
Artificially Inflated TrafficThe flow of calls to any particular revenue share service which is disproportionate to the flow of calls which would be expected from good faith commercial practice.
AssociatesAny company which is a subsidiary or holding company of a party, or subsidiary of such holding company (as defined in Companies Act 2006, s.1159).
Billing PeriodAny period for which Telecom Central Ltd will bill the Client from time to time for the Services.
Business DayA day other than a Saturday, Sunday or public holiday in England and Wales.
ChargesAll charges payable by the Client to Telecom Central Ltd for the provision of the Services, including any variable charges for usage, data and calls incurred during each Billing Period.
CLICaller line identity services that identify the originating number of outgoing calls.
Commitment PeriodThe period stated in the Service Schedule, or if none stated, a minimum of 84 months from the Effective Date of the last Service provided.
Commencement DateThe date on which the Client accepts Telecom Central’s offer as per clause 2.1.
ContractThe agreement between Telecom Central Ltd and the Client to provide and receive the Services and, where applicable, Hardware pursuant to the Conditions.
Confidential InformationAll non-public information given by one party to the other relating to the other’s business, finance or technology, know-how, intellectual property rights, assets, strategy, products and customers.
Connection DateThe date the relevant Services are connected to the Network.
Data Protection LegislationThe UK GDPR, Data Protection Act 2018, and any successor legislation, together with all applicable regulations thereunder.
Effective DateThe date on which each service comprising the Services is first provided to the Client.
EquipmentAny equipment purchased by the Client separately from Hardware, or owned/supplied by the Client or third party to make use of the Services.
Facility LimitA monthly financial limit Telecom Central Ltd may apply at their discretion for variable, call, data or other charges incurred under the Contract.
GSM GatewayAny equipment containing one or more SIM cards which enables routing of calls from fixed apparatus to mobile equipment by establishing a mobile-to-mobile call.
HardwareThe equipment provided to the Client under the Contract by Telecom Central Ltd, excluding Handsets installed at the Installation Address.
HandsetsMobile telecommunications handsets and other associated equipment for use with or in connection with the handsets.
Intellectual Property RightsCopyright, patents, know-how, trademarks, design rights, database rights, domain names and all similar rights, whether registered or not, including applications, renewals and extensions.
LegislationAny applicable legislation, authorisation, permits, permissions, rules, regulations, orders and/or guidelines relating to the provision of the Services.
NetworkThe electronic communication networks over which Telecom Central Ltd provides the Services.
Personal Data‘Personal data’ as defined in the Data Protection Legislation.
ServicesThe services to be provided by Telecom Central Ltd to the Client in performance of the Contract and/or any Additional Services.
Service ScheduleThe schedule describing the services, Hardware and/or Handsets, the Charges payable and any special terms applicable.
Service FailureAny failure, error or defect in the provision of the Services by Telecom Central Ltd, excluding those arising from the Client’s acts or omissions, third parties, or causes beyond Telecom Central’s reasonable control.
SIM CardThe card provided by a Third Party Operator which enables the use of the Mobile Services.
SIP ServicesThe facility to make and receive voice calls using a suitably enabled broadband line in the United Kingdom and any related services Telecom Central Ltd agrees to provide.
VoIP ServicesThe facility to make and receive voice calls using a suitably enabled broadband line worldwide and any related services Telecom Central Ltd agrees to provide.
Warranty PeriodFor Hardware, a period of 12 months from the Commencement Date, unless otherwise stated in the Service Schedule.

1.2 Interpretation

1.2.1

The singular includes the plural and vice versa.

1.2.2

References to sub-clauses, clauses, schedules or appendices are to those of this agreement.

1.2.3

‘Including’ (or similar words) means ‘including without limitation’.

1.2.4

Clause headings do not affect the interpretation of the clause.

1.2.5

References to legislation include any modification or re-enactment thereof.

2Contract, Provision of Services and Duration

2.1

There will be a legally binding agreement between Telecom Central Ltd and the Client for the provision of the Services upon the Client accepting, whether in writing, orally or by conduct, Telecom Central’s offer to provide its services as set out in the Service Schedule or otherwise.

2.2

The Contract will commence on the Commencement Date and shall continue for the Commitment Period. Where the Client is a Small Business Customer, the Contract will continue after the end of the Commitment Period unless and until terminated pursuant to clause 13.4. In all other circumstances, the Contract will automatically renew for a further period equal to the Commitment Period unless terminated under clause 13.5.

2.3

Subject to the Client’s compliance with these Conditions, Telecom Central Ltd shall from the Effective Date provide the Services to the Client during the Term in consideration of which the Client shall pay the Charges.

2.4

The Client acknowledges that any dates given by Telecom Central Ltd for the provision of the Services, delivery of Hardware, or Connection Dates are estimates only and Telecom Central Ltd shall not be liable for any failure to meet such dates.

2.5

The Client warrants that in entering into the Contract it does so in the course of business only and that the Services are to be used in the course of business.

2.6

The Client may from time to time request Additional Services, which Telecom Central Ltd may agree to provide subject to clauses 2.7, 2.8 and 2.9.

2.7

Telecom Central Ltd shall use its reasonable endeavours to comply with requests for Additional Services, but the Client acknowledges that Telecom Central’s ability to supply will depend on availability of appropriate resources.

2.8

Where Telecom Central Ltd agrees to provide Additional Services, such agreement shall incorporate the terms of the Contract save for the term and the Charges, which shall be subject to agreement in writing between the parties.

2.9

In the event that Telecom Central Ltd agrees to provide Additional Services, the Commitment Period or Subsequent Commitment Period shall be automatically extended by the difference in months between its start date and the date upon which the Additional Services are first provided.

3Delivery, Installation and Transfer of Legal Title

3.1 Delivery of Hardware

3.1.1

Risk in (but not title to) Hardware and/or Handsets shall pass on delivery and the Client shall be responsible for their security and safe keeping from the time of delivery.

3.1.2

Unless otherwise stated in the Service Schedule, Hardware supplied during the Contract is owned by Telecom Central Ltd and/or its suppliers. No title passes to the Client. Telecom Central Ltd grants the Client a non-exclusive licence to use the Hardware at the Installation Address for the purpose of receiving the Services.

3.1.3

The Client shall obtain and maintain an all-risk insurance policy covering the Hardware with cover sufficient to protect Telecom Central’s interests, and shall provide a copy of the policy within 48 hours of a request.

3.1.4

The Client shall indemnify Telecom Central Ltd against any claims, proceedings, losses, damage, costs and/or expenses arising from the Client’s use of the Hardware where such losses arise from the acts or omissions of the Client or its servants and/or agents and/or subcontractors.

3.1.5

Legal title to any Handsets supplied by Telecom Central Ltd shall not pass to the Client unless and until Telecom Central Ltd gives written notice that title has passed.

3.1.6

SIM Cards shall remain the property of Telecom Central Ltd and/or any Third Party Operator at all times.

3.2

Client acknowledges that for certain services it may be necessary for Telecom Central Ltd to access the Client’s premises to install and/or enable network access and/or Hardware. If Installation is not possible for technical or operational reasons, Telecom Central Ltd may terminate the Contract in accordance with clause 13.3.

3.3

Where Installation is required, the Client shall permit Telecom Central Ltd and/or anyone acting on their behalf to access the Client’s premises and/or Installation Address for the purpose of Installation.

3.4

Where Telecom Central Ltd does not supply Hardware, the Client will be responsible for providing all necessary equipment, software, network facilities and telecommunication services to access and make use of the Services.

4Service and/or Hardware Failure

4.1

Telecom Central Ltd does not guarantee that the Services will be continually available or free from Service Failures. Where the Client believes it is experiencing Service Failures, the Client must immediately report this via the Telecom Central Ltd helpdesk in accordance with clause 16.

4.2

The Client will be responsible for any fees and/or charges in relation to time spent on investigation or repair of any fault caused by the acts and/or omissions of the Client, or where there has been no Service Failure.

4.3

Where Airtime Services are provided, Telecom Central Ltd may suspend the Services in order to carry out maintenance or testing, during technical failure of the underlying network, to safeguard security and integrity, where Artificially Inflated Traffic is identified, due to emergency planning measures, or if required by government or law enforcement authority.

4.4

Telecom Central Ltd warrants that any Hardware supplied shall comply with any Technical Specifications given.

4.5

If during the Warranty Period the Hardware fails to function with any Technical Specifications, Telecom Central Ltd shall repair any defects as soon as reasonably practicable unless the defect is caused by the Client or any third party, or the Client has modified the Hardware in any way.

4.6

Telecom Central Ltd shall not be obliged to carry out maintenance to Hardware outside normal working hours or where required as a result of any unauthorised act or omission of the Client or any third party.

4.7

Telecom Central’s obligations under Clause 4.5 shall be the Client’s sole and exclusive remedy in respect of any breach of Clause 4.4. Telecom Central Ltd shall have no further liability to repair Hardware after the expiry of the Warranty Period unless a separate support contract is in place.

4.8

The limited warranty in Clause 4.4 is given in lieu of all other warranties. Any representations, warranties, terms and conditions (whether implied by law, statute, custom or otherwise) are expressly excluded to the maximum extent permitted by law.

4.9

Where Handsets are supplied the Client undertakes to notify Telecom Central Ltd within 3 days from delivery of any alleged defect, shortage or discrepancy.

4.10

The Client acknowledges that Telecom Central Ltd is not the manufacturer of the Handsets and shall only have the benefit of any warranty provided by the manufacturer.

4.11

Telecom Central Ltd is not responsible and has no liability for: (a) call quality issues at sites where the Client utilises third party IP data lines; or (b) call quality or call setup issues where calls have been made from 3G or WiFi hotspots.

5Charges

5.1

The Client shall pay the Charges to Telecom Central Ltd within 14 days from delivery of an invoice. All data, call and other variable charges will be calculated in accordance with usage recorded by Telecom Central Ltd or its service providers. This data shall be final and binding.

5.2

Where a direct debit payment is withheld because of insufficient Client funds, Telecom Central Ltd reserves the right to charge a reasonable administration fee of not less than £25 plus VAT per non-payment.

5.3

Telecom Central Ltd reserves the right in its absolute discretion to levy a surcharge for any Charges paid by credit card. The Client shall be notified of the applicable surcharge in advance.

5.4

The Charges are exclusive of VAT and the Client shall pay the VAT payable in the amount and manner prescribed by law.

5.5

All invoices shall be paid in full, without set off, deduction, abatement or withholding on any grounds within 14 days from the date of delivery. Telecom Central Ltd shall be entitled to charge interest at a rate of 4% above the Bank of England base rate on all outstanding amounts from the due date until payment is received.

5.6

Unless expressed otherwise in writing, Telecom Central Ltd may vary the Charges for the Services by giving the Client 15 days’ written notice. The revised charges shall apply to all Services provided after the effective date of the notice.

5.7

Where the Services include Equipment Maintenance Services, the Charges may be adjusted if the level of service is changed, third party operator requirements change, software is revised, software becomes superseded, or the System is extended by additional hardware.

5.8

The Client shall pay the Installation Charge and/or Connection Charge where the Services require Installation and/or Connection. Any work outside normal business hours will be charged as an additional cost.

5.11

Telecom Central Ltd may set a Facility Limit on the amount of charges the Client may incur during each calendar month. If the Client exceeds the Facility Limit, the Client shall be required to pay all charges immediately.

5.14

In the event that the Client disconnects a Mobile Connection prior to the expiry of the Minimum Mobile Term, or a Mobile Connection is the subject of a Downward Migration, Telecom Central Ltd shall be entitled to charge an administration charge of £250 per Mobile Connection.

5.15

If the Client cancels its Mobile Connection prior to the expiry of any relevant Minimum Mobile Term, all advanced commission paid upfront by Telecom Central Ltd shall be repaid by the Client immediately upon demand.

6Client’s Obligations

6.1

The Client shall use all reasonable endeavours to ensure that the Services are accessed and used only in accordance with the Contract, applicable instructions, and all relevant legislation including the Telecommunications Act 1984, Communications Act 2003, Data Protection Legislation and applicable Health & Safety legislation.

6.2

The Client shall not use, nor allow any other to use the Services: to contravene any Legislation; for any improper, immoral, illegal or unlawful purpose; to store, send, reproduce or receive a communication which is a hoax call to emergency services or which is defamatory, offensive, abusive, indecent, obscene or menacing; to violate the rights of others; to impair the operation of the Network; to exceed any Facility Limit; to compromise system security; to send unsolicited marketing; or in a way that would cause Telecom Central Ltd to breach any Authorisation.

6.3

The Client shall not connect any GSM Gateway to the Network without Telecom Central’s prior written consent.

6.4

The Client shall keep the Hardware in good repair, shall not alter or move it without consent, shall not connect it to non-compliant equipment, shall not sell, let, mortgage or charge it, and shall allow Telecom Central Ltd to inspect, test, modify or replace Hardware upon reasonable notice.

6.5

The Client shall provide all reasonable assistance and information with regard to the supply of the Services and shall be solely responsible for safeguarding all data by taking back-up copies and maintaining disaster recovery processes.

6.7

Except in the event of any fault or breach by Telecom Central, the Client will at all times indemnify and keep indemnified Telecom Central Ltd against all claims arising as a result of any breach of the Contract by the Client.

7Security and Back Up

7.1

The Client shall be responsible for the security of the Services, the System and/or the Equipment including but not limited to protecting all passwords, backing-up all data and employing appropriate information technology security management such as antivirus software and disaster recovery procedures.

7.2

Where the Services include the supply of security and/or backup solutions, Telecom Central Ltd shall be responsible for carrying out the necessary processes and/or ongoing management as detailed in the Service Schedule or otherwise agreed in writing.

7.3

Telecom Central Ltd accepts no liability for any breach, loss of data or subsequent damages where third party hardware or services are used, whether supplied by Telecom Central Ltd or not.

7.4

Where the Client becomes aware of any matters which it knows or suspects could constitute a threat to the security of the Services, the Client will immediately inform Telecom Central.

8VoIP and/or SIP Services

Where the Services include VoIP Services and/or SIP Services the Client acknowledges that:

8.1.1

It must have a broadband service with the required bandwidth to support acceptable call quality and with adequate usage limits.

8.1.2

It must have compatible cables and extension leads between any communications equipment and telephone socket.

8.1.3

The provision of VoIP/SIP Services is subject to testing that the broadband service will support it. The Client shall be responsible at its own cost for any installation work required before Telecom Central Ltd is able to provide the Services.

8.1.4

It is the Client’s responsibility to provide, maintain and keep secure the Hardware and/or any equipment necessary to receive and/or use the VoIP Services and/or SIP Services.

8.5

Whilst Telecom Central Ltd will aim to provide a continuous VoIP/SIP Services to the Client, the Services may be impaired by uploading or downloading of data, simultaneous calls, or other circumstances beyond Telecom Central’s reasonable control. Telecom Central Ltd will have no liability for failure of the VoIP/SIP Services in these circumstances.

8.7.1

The VoIP Services and/or SIP Services are not intended to be used for calling the 999 service or making other emergency or important calls and that a conventional phone line should be installed for such purposes.

8.9

The Client is responsible for the security and proper use of all usernames and passwords and must take all necessary steps to ensure that they are kept confidential, secure, used properly and not disclosed to any unauthorised people.

8.10

The Client is wholly responsible for the safety and security of any VoIP/SIP Services account, Hardware and/or Equipment and must put in place such safeguards as are necessary to prevent unauthorised use. The Client is responsible for all Charges whether the service is used by the Client or a third party, including fraudulent use via hacking or other unauthorised intrusion.

9Allocation and Use of Telephone Numbers

9.1

Where Telecom Central Ltd or a Third Party Operator allocates to the Client any telephone numbers or codes as part of the Services, the Client acknowledges that it will not acquire any legal, equitable or other rights in relation to any numbers or codes. Telecom Central Ltd may withdraw or change any such numbers or codes and will give the Client as much notice as reasonably practicable. The Client may not sell, encumber or transfer any numbers or codes allocated by Telecom Central.

9.2

Telecom Central Ltd will not be obliged to comply with any porting request unless and until the Client has fully complied with all of its obligations under the Contract (including the payment of all Charges due).

10Variations

10.1

Telecom Central Ltd may vary the Conditions at any time by posting the changes on its website at www.telecomcentral.co.uk. Upon or prior to any such variation, Telecom Central Ltd shall notify the Client in writing by post and/or email.

11Suspension

11.1

Without prejudice to any accrued rights, Telecom Central Ltd may at its sole discretion suspend the Client’s access to the Services immediately: (a) in the event of any negligence, breach or suspected breach of the Contract by the Client; (b) if required to do so by the UK Government, an emergency service organisation or any other competent body; (c) for repairs, maintenance or improvement to which Client has been made aware; or (d) if Telecom Central Ltd has good reason to suspect fraudulent activity or misuse of the Services.

11.2

In the event of suspension due to the negligence and/or breach of the Contract by the Client, the Client shall pay for and indemnify Telecom Central Ltd against all costs, expenses, losses and/or damages incurred in suspending and reconnecting the Services, and shall be solely responsible for any additional telecommunication costs incurred as a result.

12Data Protection

12.1

It is acknowledged that both parties have an obligation pursuant to the Contract to comply with all applicable requirements of the Data Protection Legislation.

12.2

The Client is the Data Controller and Telecom Central Ltd is the Data Processor for the purposes of the Data Protection Legislation.

12.3

Where the Client requires Telecom Central Ltd to process Personal Data, the Client shall provide in writing: the scope, nature and purpose of the processing; the duration; the types of Personal Data; the categories of Data Subjects; and the obligations and rights of the Client.

12.4

The Client will ensure that it has all necessary consents and notices in place to enable lawful transfer of Personal Data to Telecom Central Ltd for the duration and purposes of the Contract.

12.5

Telecom Central Ltd shall: process Personal Data only on the written instructions of the Client; ensure appropriate technical and organisational measures are in place to protect against unauthorised or unlawful processing; ensure all personnel with access to Personal Data are obliged to keep it confidential; not transfer Personal Data outside the European Economic Area without prior written consent; assist the Client in responding to Data Subject requests; notify the Client without undue delay of any Personal Data breach; and delete or return Personal Data to the Client on request.

13Term and Termination

Either party may terminate the Contract or the provision of any Services by written notice if the other party is in material breach of any of its obligations and fails to remedy such breach within 30 days of written notice requiring it to do so. Telecom Central Ltd may terminate immediately if the Client becomes insolvent or enters into any arrangement with its creditors, or ceases to trade, or any distress, execution or other process is levied on any of its property. Either party may terminate where it is not technically possible to provide the Installation or Service.

Termination will be without prejudice to any rights or remedies that have accrued up to the date of termination.

14Effect of Termination

On termination of the Contract (howsoever occasioned) and without prejudice to any accrued rights and remedies: the Client shall immediately pay any outstanding Charges; all licences granted by Telecom Central Ltd to the Client in relation to the Services shall immediately cease; the Client shall return all Hardware to Telecom Central Ltd at its own expense (in good condition); and Telecom Central Ltd shall be entitled to recover the Hardware and for this purpose may enter any premises occupied by the Client.

If the Contract is terminated by the Client other than pursuant to a material breach by Telecom Central Ltd, or by Telecom Central Ltd due to breach by the Client, the Client shall pay, as liquidated damages, all Charges due during the remainder of the Commitment Period.

15Limitation of Liability

Nothing in the Contract excludes or limits either party’s liability for death or personal injury, fraud or fraudulent misrepresentation, or any other liability that cannot be excluded or limited by English law.

Subject to the above, Telecom Central Ltd’s total aggregate liability to the Client in respect of any claims under or in connection with the Contract shall not exceed 100% of the total Charges paid by the Client in the 12-month period immediately preceding the event giving rise to the claim.

Telecom Central Ltd shall not be liable for any indirect or consequential loss, loss of profit, loss of revenues, loss of contracts, loss of anticipated savings, loss of business opportunity, or loss of data, even if advised of the possibility of such damages.

Telecom Central Ltd’s obligations and liability in respect of the Services are excluded or limited to the extent that any failure or delay is caused by the acts or omissions of the Client, or by any circumstances beyond Telecom Central’s reasonable control, or by any third party not under Telecom Central’s control.

16Service Levels and Customer Service

Telecom Central Ltd shall provide and maintain appropriate customer support for the Services. The target response times and workaround times applicable to Service Failures shall be as specified in the Service Schedule or as otherwise communicated to the Client. The Client’s obligations for reporting Service Failures are as specified in this clause and elsewhere in the Conditions.

Telecom Central Ltd shall use its reasonable endeavours to maintain service level standards, but notes that the achievement of service levels may be affected by circumstances outside Telecom Central’s control, including the acts or omissions of the Client, third-party providers and force majeure events.

All maintenance and support requests must be routed through the Telecom Central Ltd helpdesk. Telecom Central Ltd will log the time and receipt of all such reports.

Where on-site support is required outside normal business hours, additional charges may apply. Normal business hours are Monday to Friday, 9:00am to 5:30pm (excluding public holidays).

18General

The following general provisions apply to the Contract:

  • If any provision of the Contract is found to be invalid, illegal or unenforceable, that provision shall be modified to the minimum extent necessary to make it valid, legal and enforceable, or severed if modification is not possible, without affecting the remaining provisions.
  • A waiver by either party of any breach of the Contract shall not be treated as a waiver of a subsequent breach of the same or any other provision.
  • Nothing in the Contract shall create or be deemed to create a partnership, an agency or an employment relationship between the parties.
  • The Contract contains the whole agreement between the parties and supersedes any prior written or oral agreement between them relating to the subject matter of the Contract.
  • The parties agree that the Contract may be performed electronically and that electronic signatures shall be acceptable.
  • Telecom Central Ltd will provide only information required by governing law to government and law enforcement agencies in the jurisdictions it operates in when legally obliged to do so.

19Confidentiality

19.1

Each party undertakes that it shall protect the Confidential Information of the other party against unauthorised disclosure by using the same degree of care as it takes to preserve and safeguard its own confidential information of a similar nature, being at least a reasonable degree of care.

19.2

Confidential Information may be disclosed by the receiving party to its employees, affiliates and professional advisers, provided that the recipient is bound in writing to maintain the confidentiality of the Confidential Information received.

19.3

The obligations set out in clause 19 shall not apply to Confidential Information that: is or has become publicly known other than through breach of clause 19; was in the possession of the receiving party prior to disclosure; was received from an independent third party with full right of disclosure; or was required to be disclosed by a governmental authority.

19.4

The obligations of confidentiality in clause 19 shall not be affected by the expiry or termination of this agreement.

20Governing Law and Jurisdiction

20.1

The Contract is governed by and shall be construed in accordance with English law.

20.2

The parties will attempt in good faith to resolve any dispute or claim arising out of or relating to the Contract promptly through negotiations between the respective senior executives of the parties who have authority to settle the same.

20.3

If the matter is not resolved through negotiations within 30 days, the parties will attempt in good faith to resolve the dispute through an Alternative Dispute Resolution (ADR) procedure recommended by the Centre for Dispute Resolution.

20.4

If the matter has not been resolved by an ADR procedure within 30 days of the dispute arising, or if either party will not participate in an ADR procedure, the dispute shall be resolved under the exclusive jurisdiction of the Courts of England.

If you have any questions about these Terms and Conditions, please contact us:

Helpdesk Comms Ltd T/A Telecom Central Ltd · Unit 31 Poplar Way, Witton, Birmingham, B6 7AD · Company No. 06825745 · Version 1