1.1

Date of order: On the date you place an order with AVC One Ltd, you enter into a contract with us for the purchase of the relevant Services under these Terms. We will acknowledge receipt of your order.

1.2

Credit checks: By placing an order with AVC One Ltd you agree that we, or third parties on our behalf, may carry out credit checks on you using the information you provide.

1.3

In the event of a director’s guarantee being required for provision of services a separate document is required to fulfill this guarantee. The event of a director’s agreement will hold the signatory of that agreement to all terms and conditions laid out in this service agreement.

2.1

You agree that you will:

(a)ensure that we have the authority to carry out any works to provide you with the Services at any of your sites.

(b)not use, nor allow others to use, the Services:

for any unlawful, fraudulent, criminal, or otherwise illegal activities in a manner which is offensive, abusive, menacing, indecent, defamatory, obscene, or harassing or to cause annoyance or needless anxiety. To send, knowingly receive, upload, download or use any material which is offensive, abusive, indecent, defamatory, menacing, obscene, or harassing; to send, provide, facilitate or knowingly receive responses to any spam or unsolicited advertising or promotional material;

(c)not resale any Services provided to any third party.

(d)only use and connect approved equipment and/or networks to the network(s) provided by AVC One Ltd.

(e)comply with all relevant legislation, standards, and licence requirements.

2.2

AVC One Ltd may have to place equipment on the Premises to provide the Services. AVC One Ltd requires a suitable place and safe conditions for this equipment. If AVC One Ltd must supply equipment that needs a continuous mains electricity supply and connection points, the Customer is responsible for providing this at its own expense.

2.3

Nobody must tamper with AVC One Ltd’s equipment or any third-party equipment that AVC One Ltd arranges to be installed on the Customer Premises. Other than fair wear and tear, if there is any damage to or loss of AVC One Ltd.’s equipment or third party equipment (unless caused by AVC One Ltd), the Customer must pay the charges for any necessary repair or replacement.

2.4

If the Customer currently receives services from an alternative supplier, the Customer is responsible for any contractual agreement the Customer has with them and any liabilities the Customer may incur for terminating that agreement.

2.5

The customer undertakes to ensure that it or any of its end users will not modify, decompile, reverse engineer, disassemble or otherwise reduce any licenced software to a human-perceivable form.

We will select and at any time may change a carrier or other service provider for the purposes of providing the Services, and you authorise us to give all notices and other authorisations that are necessary for us to provide and continue providing, the Services to you.

4.1

This agreement will come into force on the date on which the Customer orders the Services. The Services are supplied by AVC One Ltd subject to the initial term as stated on page 1. The Initial Term will commence on the activation date and not the date this contract was signed.

4.2

If your order comprises Services with different activation dates, then each line or Service shall be the subject of a separate Initial Term from the relevant date of activation.

4.3

Upon expiry of the Initial Term, or any anniversary thereafter, this Agreement will renew automatically for further periods of 12 months (“Subsequent Term”) unless terminated by either Party in accordance with the terms of this Agreement.

4.4

This Agreement, subject to Clause 9, shall continue in force for the Initial Term and thereafter for Subsequent Terms unless or until terminated by either party giving not less than three (3) months’ prior written notice either by recorded delivery or email with confirmed receipt, expiring at the expiry date of the Initial Term or Subsequent Term for each Service.

4.5

Where the provision of a private internet connection, in some cases referred to as a ‘Leased Line’ has been included in this agreement, subject to clause 9,  it shall continue in force for the initial term and subsequent terms  unless or until terminated by either party giving not less than ninety (90) days prior written notice either by recorded delivery or email with confirmed receipt, expiring at the expiry date of the Initial Term or Subsequent Term for each Service.

4.6

In the event that the Customer terminates this Agreement prior to expiry of the Initial Term or any Subsequent Term, other than in respect of termination by the Customer due to a breach by AVC One Ltd the Customer shall pay the Early Termination Charges, calculated in accordance with clause 4.7.

4.7

The Early Termination Charges shall be, for each Service that a Customer cancels the sum of:-

4.8

In the event that the Customer terminates this Agreement prior to the end of the Initial Term or Subsequent Term and a free or discounted install has been provided during the Initial or Subsequent term of this Agreement the Customer will be liable to pay the difference between the price they have paid, if any, for the install and the Standard AVC One Ltd price in addition to any applicable Early Termination Charges from Clause 4.7.

4.9

Upon the expiry of the ‘initial term’ of this contract, the provider reserves the right to adjust the prices of the goods or services provided. The adjusted prices will reflect the prevailing market conditions, cost fluctuations, and any other relevant factors. The client acknowledges and agrees to accept the updated pricing structure upon expiry of this contract.Any increase during a Term shall be limited to CPI +5% annually. The Customer shall not have the right to terminate solely due to such an increase.

5.1

AVC One Ltd and the Customer shall not be liable to the other party whether in contract, tort, or otherwise for any direct, indirect, special, or consequential loss arising under this Agreement, including but not limited to loss of profit, contracts, business or revenue, loss of anticipated savings, wasted management time or any other loss, damage, cost or expense arising out of any breach of this Agreement.

5.2

Without prejudice to clause 5.3 below, nothing in this Agreement shall limit or restrict or be deemed or construed so as to limit or restrict the liability of AVC OneLtd and the Customer for death or personal injury to any person caused by its negligence.

5.3

The Customer shall indemnify AVC One Ltd and AVC One Ltd shall indemnify the Customer (and keep indemnified notwithstanding the termination of this Agreement) and otherwise hold either party harmless against all claims and proceedings brought by any third party arising from or incidental to the other party’s use or misuse of the Services or breach of these terms.

5.4

If the Services fail to operate or the Customer diverts traffic to another carrier, AVC One Ltd will not be responsible for that carrier’s charge or for any perceived loss of anticipated savings.

6.1

The charges for the services will be such charges as agreed by the Customer and AVC One Ltd on signing this agreement.

6.2

If AVC One Ltd is required to instruct their solicitors or other professional advisers to collect any outstanding sums on the Customer’s account, the Customer will be responsible for, and AVC One Ltd will look to the Customer to discharge, those costs that are incurred by AVC One Ltd in taking such action.

6.3

Save in respect of Call Tariffs, in respect of which see clauses 6.4, 6.5, & 6.6 hereof, AVC One Ltd reserves the right to increase its charges set out on AVC One Ltd’s Price Lists and Tariffs, provided that such charges cannot be increased more than once in any six-month period. AVC One Ltd will give the Customer written notice of any such increase at least one calendar before the proposed date of the increase. If such increase is not acceptable to the Customer, it shall notify AVC One Ltd in writing within

Two weeks of the date of AVC One Ltd’s notice and AVC One Ltd shall have the right without limiting its other rights or remedies to terminate the Contract by giving three months written notice to the Customer, and the increase shall not impact the Customer during the notice period.

In this event the customer shall also have the right without limiting its other rights or remedies to terminate the Contract by giving three months written notice to AVC One Limited, and the increase shall not impact the Customer during the notice period.

6.4

The Customer accepts that the Call Tariffs set out in AVC One Ltd’s Price Lists and Tariffs are set by AVC One Ltd by reference to the telecommunication tariffs of third parties, which AVC One Ltd pays to provide the Services to the Customer (insofar as the applicable Services are being provided to the Customer by AVC One Ltd). Those third party tariffs are not controlled by AVC One Ltd and are subject to increase or decrease at any time.

6.5

Due to the circumstances set out at clause 6.4 hereof, the Customer agrees that, at any time during the term of this Contract, AVC One Ltd may increase or decrease its Call Tariff charges as set out on the Call. Tariffs within AVC One Ltd’s Price Lists and Tariffs, and the Customer shall pay such increased or decreased rate in the Call Tariff charges.

6.6

Inclusive Minutes: Where inclusive minutes have been included in a fixed fee tariff inclusive minutes contracts may have tariffs reviewed or contract terminated without recourse by the company where customer usage does not sustain the tariff in place. AVC One Ltd will give the Customer written notice of any such increase at least one calendar before the proposed date of the increase. If such increase is not acceptable to the Customer, it shall notify AVC One Ltd in writing within Two weeks of the date of AVC One Ltd’s notice and AVC One Ltd shall have the right without limiting its other rights or remedies to terminate the Contract by giving three months written notice to the Customer, and the increase shall not impact the Customer during the notice period.

In this event the customer shall also have the right without limiting its other rights or remedies to terminate the Contract by giving three months written notice to AVC One Limited, and the increase shall not impact the Customer during the notice period.

6.7

In the event that AVC One Ltd is advised that the Customer is in Administration, AVC One Ltd is entitled to change the applicable tariffs for the Customers Services to the Standard AVC One Ltd tariffs and no discounts will apply. For details of this tariffplease contact AVC One Ltd.

6.8

In the event that new services are ordered and is then subsequently cancelled by the Customer prior to its successful installation the Customer will be liable to pay a percentage of the cost of install depending on the length of time that has elapsed from the order being placed with AVC One Ltd. If the order is cancelled after 4 working days but before 15 working days after it was placed, then the Customer will be liable to pay 35% of the install cost. If the order is cancelled after 14 working days but before 21 working days after it was placed, then the Customer will be liable to pay 75% of the install cost. If the order is cancelled after 20 working days, then the Customer will be liable to pay the full install cost.

6.9

During the term of this contract, the provider may, at its discretion, propose price increases for the goods or services provided. Any proposed price increase shall be communicated to the client in writing at least 30 days prior to the effective date of the increase. The client shall have the right to refuse the proposed price increase by notifying the provider in writing within 14 days from the date of receiving the notice.
In the event that the client refuses the proposed price increase, the provider shall have the option to either continue providing the goods or services at the current price or terminate this contract with 60 Days] notice. If the provider chooses to terminate the contract, the client shall not be subject to any penalties or fees.
If the client does not exercise the right to refuse the proposed price increase within the specified timeframe, it shall be deemed accepted, and the new pricing shall become effective on the agreed-upon date. The client acknowledges and agrees that any future price increases within the term of this contract may be proposed in a similar manner, subject to the same notice and right to refuse provisions outlined in this clause.

7.1

Payment of all invoices is due within 30 calendar days of receipt of that invoice unless otherwise agreed in writing by AVC One Ltd.

7.2

If the Customer does not pay an invoice within 30 calendar days of the date of that invoice, AVC One Ltd will send the Customer a reminder. If AVC One Ltd does not receive payment of that invoice within 30 calendar days of the date of that reminder, AVC One Ltd may charge the Customer daily interest on the overdue amount(s) at a rate equal to 4% above the base lending rate of Barclays Bank PLC for the period beginning on the date on which payment is due and ending on the date on which payment is received.

7.3

We reserve the right to set a credit limit on your account. If the credit limit is exceeded AVC One Ltd reserves the right to issue the Customer with an interim invoice which will be payable within seven (7) days. AVC One Ltd may ask the Customer to pay a deposit at any time, as security for payment of future invoices.

7.4

Once services have been commissioned invoices for regular payments will be issued on the first business day of the next calendar month, and then on the first business day of each month after until expiry of agreement and/or cancellation of services. Payment terms are 30 days.

7.6

Invoices are issued for regular payments in advance and any calls (if applicable) in arrears.

7.5

Should services be commissioned mid-month then the first invoice issued will include a catch-up payment for services used. For the avoidance of doubt, if services are provisioned and in use on the 15th of a given month. The next invoice will be for payment up to the end of that month, plus the advance payment for the following month.

8.1

AVC One Ltd reserves the right, and the customer has the right, to suspend the Services or terminate this Agreement immediately at any time without giving prior notice, and without prejudice to AVC One Ltd’s or the customer’s other rights and remedies, if:

8.2

If the Customer does not pay an invoice in accordance with clause 7.2, AVC One Ltd reserve the right to suspend all Services and will lift the suspension only following full payment being made by the Customer to AVC One Ltd.

8.3

If AVC One Ltd suspends any or all of the Services pursuant to this Clause 9 (other than pursuant to clauses 8.1 (e) or 8.1 (f), AVC One Ltd will not be obliged to recommence the Services until the Customer does what it is obliged to do under and in accordance with the terms of this Agreement or satisfies AVC One Ltd that the Services will not be used in a way that is in breach of this Agreement.

8.4

The Customer is still liable to pay the Charges applicable to any period of suspension of the Services (other than in respect of a suspension pursuant to clauses 8.1 (e) or 8.1 (f).

8.5

In the event the Services are recommenced after suspension, post normal procedure for chasing outstanding invoices, AVC One Ltd reserves the right to charge a reconnection fee of £25.00 + VAT per affected service.

8.6

In the event that AVC One Ltd terminates this Agreement at any time, other than in respect of termination by AVC One Ltd pursuant to clauses 8.1 (e) or 8.1 (f) or any breach by AVC One Ltd, the Customer shall pay the applicable Early Termination Charges.

9.1

Any notice or other communication given or made under the provisions of this Agreement sent by post may be served by sending it by pre-paid registered or recorded delivery post to the Registered address of AVC One Ltd or to the Customer at the address the Customer has asked AVC One Ltd to send invoices to.

9.2

Notice or communication by email will be deemed to have been served within two hours of sending with delivery receipt.

Failure by either party to exercise or enforce any rights, or the giving of any forbearance, delay or indulgence, will not be construed as a waiver of its rights under this Agreement nor operate so as to bar the exercise or enforcement of such right or of any other right on any later occasion.

11.1

This Agreement represents the entire understanding between the parties in relation to the subject matter of this agreement and supersedes all other agreements, proposals, understandings and representations made by either party, whether oral or written save that neither party excludes, or seeks to exclude, liability for fraud to the other by reference to clause 11.

11.2

Each of the parties acknowledges and agrees that in entering into this Agreement, it does not rely on, and shall have no remedy in respect of, any statement, representation, warranty or understanding (whether negligently or innocently made) of any person (whether party to this Agreement or not) other than as expressly set out in this Agreement.

11.3

This Agreement shall prevail over any inconsistent terms or conditions referred to in correspondence or elsewhere and any conditions or stipulations to the contrary are hereby excluded and extinguished.

AVC One Ltd and conversely the customer, shall not be liable for any loss or damage or delay in the performance of its obligations under this Agreement due to any cause beyond its reasonable control including without limitation any Act of God, failure or shortage of power supplies, flood, lightning, fire, strike, lock-out, trade dispute or labor disturbance, any act or omission of Government, highways authorities, other public telecommunication operators or other competent authority.

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

AVC One Limited may assign, transfer, or otherwise deal with its rights or obligations without the Customer’s consent. The Customer may not assign without prior written consent of AVC One Limited.

This Agreement shall be governed by and construed in accordance with the laws of England and the parties herby submit to the jurisdiction of the English courts in respect of any dispute arising out of or in connection with this agreement.

17.1

We shall process any Personal Data (as defined in the Data Protection Act 2018) received by us in compliance with Data Protection Laws and shall at all times act in compliance with the Data Protection Laws when performing our obligations under this Agreement.

17.2

We hereby agree and acknowledge not to transfer any Personal Data received by us outside of the United Kingdom (including, without limitation, to the United States of America) unless the Customer provides its prior written consent, notwithstanding anything to the contrary contained in our cookie and privacy policy available online from time to time.

18.1

Anti-Bribery and Corruption:
Neither party shall, directly or indirectly, make a bribe of other illegal gift or payment or offer, promise, or authorise a bribe or other illegal gift or payment to any public or private person or entity, in connection with this agreement and shall comply, and procure that its employees, agents, sub-consultants, and subcontractors comply, with all applicable laws, regulations and codes relating to anti-bribery and anti-corruption including (but not limited to) the Bribery Act 2010 and the Criminal Finances Act 2017.

18.2

Anti Facilitation of Tax Evasion

Neither party shall knowingly be concerned in, or taking steps with a view to the fraudulent evasion of tax (whether UK tax or tax in a foreign country) by another person or entity, or aiding, abetting, counselling or procuring the commission of that offence.

18.3

Obligation
AVC One Ltd undertake the obligation to provide the services under this agreement with all due care and skill and to comply with all instructions and site rules of the customer, and to comply with agreed dates and times for entering the site and performing the services.

18.4

Intellectual Property Indemnification.

AVC One Ltd shall indemnify the customer from and against any and all claims, damages, or demands arising out of any infringement of a third party’s intellectual property rights by AVC One Ltd in the course of delivery the services.