1.      Definitions

In this Agreement, the following terms shall have the following meanings:

“Acceptable Use Policy”: IT Zero’s rules concerning acceptable usage of the Services can be viewed by visiting https://www.itzero.co.uk/about/general-terms-and-conditions/broadband-leased-line-pstn-voip/acceptable-use-policy/

“Agent”: the agent, if any, representing IT Zero in selling the Services to the Customer.

“Agreement”: the agreement comprising the Order Form, these Terms and Conditions, the Service Level Agreement and all other documentation referred to in any of the documents.

“Broadband”: an asymmetrical internet connection provided over copper or fibre delivery.

“Contract Year”: each successive 12-month period ending on the anniversary of the date of this Agreement.

“Customer”: the customer specified on the Order Form.

“Customer Premises”: any premises in the possession or control of the Customer or its third-party service providers used to house the IT Zero Equipment, including any data centres.

“Event of Force Majeure”: as defined in clause 17.12 below.

“Initial Term”: the Initial Term as set out in the Order Form or, if none is set out in the Order Form, a period of 36 (thirty-six) months from the Service Commencement Date.

“Insolvency Event”: if a party becomes insolvent, has an insolvency practitioner appointed over the whole or any part of its assets, enters into any compound with creditors, or has an order made or resolution for it to be wound up (otherwise than in the furtherance of a scheme for solvent amalgamation or reconstruction) or if ownership or control shall pass into the hands of any other legal person (other than assignment under clause 17.3), or an event analogous occurs in respect of a party in any jurisdiction to which that party is subject.

“Intellectual Property Rights”: patents, trademarks, service marks, rights (registered or unregistered) in any designs, applications for any of the preceding, trade or business names, copyright (including rights in computer software) and circuit topography rights, internet domain names, database rights (including rights of extraction) and all rights and forms of protection of a similar nature to any of the preceding or having equivalent effect anywhere in the world.

“Leased Line”: an uncontended synchronous data connection, whether or not connected to the internet.

“Losses”: any claims, actions, liabilities, proceedings, losses, demands, damages, fines, penalties, awards, costs, charges and expenses (including reasonable legal costs and expenses) of whatever nature.

“Order Form”: the order form executed by or quote accepted by the Customer specifies the Services and forms part of this Agreement.

“Relief Event”: as defined in clause 7.2.

“RPI”: Retail Prices Index (All Items) published by the Office for National Statistics.

“Renewal Period”: as defined in clause 4.2.

“Service Credits”: service credits to which the Customer may be entitled, by the Service Level Agreement, in relation to disruption to the Leased Line element of the Services (if any).

“Service Level”: the service level set out with respect to the Leased Line element of the Services (if any).

“Services”: IT Zero’s services as detailed on the Order Form, including any related support.

“Start Date”: With respect to each element of the Services, the day that that element becomes fully functional and is handed over to the Customer.

2.      Terms of Purchase
These Terms and Conditions shall apply to the subject matter of this Agreement to the entire exclusion of any documentation proposed by the Customer.

3.      Services and changes to the Services and the Agreement

3.1    Subject to compliance by the Customer with its obligations under this Agreement, IT Zero shall provide the Services to the Customer during the currency of this Agreement with reasonable care and skill.

3.2    IT Zero’s helpdesk will provide reasonable telephone and web support for problems the Customer experiences related to the Services. Requests for advice and assistance can be submitted via IT Zero’s website.

3.3       IT Zero reserves the right to vary the Services (including any support) at any time. However, IT Zero will inform the Customer of such variations where IT Zero deems it necessary to do so and where reasonably practicable in the circumstances. The Customer’s continued use of the Services after such changes have been made will constitute the Customer’s acceptance of such changes. If changes in applicable law, regulation, rule or order materially affect the delivery of the Services, the parties will negotiate appropriate changes to this Agreement. If the parties cannot reach an agreement within 30 (thirty) days after IT Zero’s notice requesting re-negotiation, IT Zero may pass any increased delivery costs on to the Customer on a prospective basis after such 30 (thirty) days have elapsed.

4.      Term

4.1    This Agreement shall exist for the Initial Term and each Renewal Term under Clause 4.2.

4.2    Either party may, taking effect after the end of the Initial Term, terminate this Agreement:

4.2.1 For Broadband products: on giving not less than 30 (thirty) days’ written notice to the other and

4.2.2 For Leased Line products: on giving the other no less than 90 (ninety) days’ written notice and

4.2.3 For VoIP and PSTN products: on giving the other no less than 90 (ninety) days’ written notice.

5.      Usage

5.1       Improper Use. The Customer shall use reasonable endeavours to ensure that nothing is transmitted by or on behalf of the Customer or using the Customer’s equipment through the Services or downloaded in violation of any applicable law, regulation or treaty or IT Zero’s Acceptable Use Policy or in breach of the Intellectual Property Rights or other rights of any person. The Customer acknowledges that, by the nature of the Services being provided, information and material downloaded or used by the Customer will be kept permanently or temporarily on IT Zero’s equipment. The Customer shall at all times ensure that such information and material comply with the laws of all applicable jurisdictions and shall keep IT Zero fully and effectively indemnified from and against all losses which IT Zero may incur or suffer in relation to:

5.1.1 any breach by the Customer of clause 5.1; or

5.1.2 any criminal or civil legal action brought against IT Zero due to IT Zero’s storage of such information or material.
A breach of clause 5.1 or IT Zero’s Acceptable Use Policy will also be grounds for IT Zero to terminate this Agreement immediately, at IT Zero’s discretion.

5.2       Offending Material. Without prejudice to any of its other rights, IT Zero shall be entitled to disable the Services or any part of them immediately and without notice or to take such action as it may, in its discretion, think appropriate to ensure that any material which IT Zero in its reasonable opinion considers to offend the principles set out in Clause 5.1 is not capable of being transmitted or downloaded. IT Zero may also suspend all or part of the Services if ordered to do so by a regulatory or governmental authority having jurisdiction over the subject matter of this Agreement. IT Zero shall not, however, be obliged to take or consider whether it should take any such action. IT Zero shall inform the Customer of any such action and the reasons for the same.

5.3       Right to use the Services. The right to use the Services is limited to (i) the Customer and (ii) the Customer’s members of its staff and others engaged by the Customer to perform work for the Customer.

5.4       Bandwidth. The Customer acknowledges that IT Zero has no direct control over the availability of bandwidth over the entirety of the internet and that while it will use such endeavours as IT Zero, in its absolute discretion, deems appropriate to facilitate the relevant parts of the Services at all times, IT Zero shall not be responsible for delays caused by overuse or lack of such bandwidth. When assessing bandwidth, the Customer should always do so from the Ethernet port of IT Zero’s routing equipment (and not, for the avoidance of doubt, using a wireless device connecting from the wireless port of any such router).

5.5       Acceptable Use Policy. IT Zero reserves the right to make reasonable amendments to the Acceptable Use Policy from time to time, effective upon notice to the Customer of such amendments.

6.      Equipment and Network

6.1.1 Customer equipment. The Customer agrees that from each Start Date, it will have and will make available to IT Zero all necessary Customer equipment for which it is responsible to allow effective installation and continuation of the relevant element(s) of the Services.

6.1.2 IT Zero may require access to supply services into the Customer building to bring fibre optic cable to the Customer’s chosen point of service delivery. By entering into this Agreement, Customer certifies and provides permission for IT Zero to install such services, where required, as chosen by the Customer and agrees to have such services installed for the purpose of service delivery and provision.

6.1.3 To enable IT Zero to provide the Services, the Customer agrees to abide by IT Zero’s recommendations and specifications regarding the existence, configuration and maintenance of equipment used by the Customer (if any), the software used by the Customer and cabling required to integrate the Customer’s host or local area network (LAN) into IT Zero’s wide area network (WAN). The Customer’s equipment must comply with the relevant portions of such recommendations and specifications. Such recommendations and specifications, if any, are given solely for the protection of IT Zero’s equipment and not the Customer’s, and the Customer may not, therefore, rely upon such recommendations and specifications in the design, maintenance or service of the Customer’s equipment or systems.

6.2       Third-party facilities. It is the sole responsibility of the Customer, not IT Zero, to provide security for the Customer’s facilities or Premises or the facilities/premises of others. The Customer shall be solely responsible for maintaining user access security and network access.

6.3       Access to facilities and equipment. The Customer shall provide IT Zero with such access to premises, equipment (including all IT Zero equipment which forms part of the Services), software and information as IT Zero reasonably requires to design, implement, operate, manage and maintain the Services in accordance with the terms of this Agreement.

6.4       IT Zero Equipment. The Customer is responsible for any IT Zero equipment located at its premises and will only use the IT Zero equipment and any associated software in accordance with any instructions and/or software licence provided from time to time. The IT Zero equipment shall always be the property of IT Zero. The Customer may not add to, modify or interfere with the IT Zero equipment. IT Zero will not be liable for any repairs to the IT Zero equipment other than those arising from its normal and proper use. The Customer will insure any IT Zero equipment on its premises from all risks equal to the full replacement value (on a “new-for-old” basis) of such equipment.

6.5       In the event of termination of this Agreement or of any element of the Services, or if IT Zero has reasonable grounds to believe that the Customer is in material breach of clause 6 and notifies the Customer of the same, the Customer shall ensure that IT Zero is able, upon reasonable notice and during normal business hours, to access the relevant Customer Premises and remove any relevant IT Zero equipment, or alternatively that IT Zero is able, via the Customer or another third party, to regain possession of such IT Zero equipment. For the avoidance of any doubt, where the Customer is unable to provide (or procure the provision of) access to the relevant Customer Premises, so that IT Zero is able to remove any IT Zero equipment pursuant to the foregoing provisions of this clause 6.7, at IT Zero’s sole discretion, the Customer shall promptly reimburse IT Zero for the cost of any such IT Zero equipment to enable IT Zero to comply with The Waste Electric and Electronic Equipment (WEEE) Regulations 2013.

6.6       Broadband. Where a customer has opted for a broadband service, namely FTTP or FTTC, IT Zero will provide a router to the customer as part of the service delivery. The router shall become the property of the customer at the point of sale and will not form part of the service obligations for the delivery of broadband services.

7.      Relief Events

7.1       IT Zero shall not be deemed to be in breach of this Agreement or otherwise liable to the Customer as a result of any delay or other failure in the performance of its obligations under this Agreement if and to the extent that such delay or other failure is caused by a Relief Event. In addition, IT Zero shall be entitled to levy additional reasonable and proportionate charges on a time and materials basis (using our standard rates from time to time) for additional work carried out or materials reasonably required as a result of such a Relief Event. Despite the occurrence of a Relief Event, IT Zero shall use reasonable endeavours to comply with its obligations under this Agreement and minimise any delay or disruption that may be caused.

7.2       “Relief Event” means any of the following (to the extent that they are not caused by an act or omission of IT Zero or its subcontractors): (i) the Customer’s non-performance, delayed performance or other breach of its obligations under this Agreement; (ii) failure by the Customer to provide access to relevant premises and/or equipment; (iii) information or data supplied by the Customer being faulty, damaged or incorrectly prepared, including information on which IT Zero has based its pricing; (iv) the delayed supply or non-supply of information or data from the Customer; (v) errors in programs, coding information or operating instructions supplied by the Customer, including any failure of or defects in the Customer’s systems; (vi) any failure by the Customer to obtain all necessary rights and licences in relation to the Intellectual Property Rights of third parties; (vii) failure or delay by the Customer in providing instructions or approvals in relation to the Services; (viii) changes in instructions or approvals from the Customer once such instructions or approvals have been given; or (ix) any act or omission of the Customer that has a material adverse effect upon the performance by IT Zero of its obligations under this Agreement.

7.3       The fees shall continue to be payable by the Customer notwithstanding the occurrence of a Relief Event and notwithstanding that IT Zero is granted relief under clause 7.1 (provided that such fees will be reduced to reflect any cost not directly incurred by IT Zero as a result of the Relief Event).

8.      Historical Archive and backup

While IT Zero backs up its server computers as a regular part of its internal systems administration, IT Zero does not guarantee any storage or backup of Customer data.

9.      Moving premises

If the Customer intends to move out of the premises to which the Services are provided, it shall notify IT Zero of such intention as soon as reasonably practicable. Where the Customer moves into new premises to which IT Zero can (in IT Zero’s sole discretion) provide the Services, this Agreement shall remain in place, provided that IT Zero may charge the Customer a fee for the transfer of the Services to the new premises. For the avoidance of any doubt, the Customer acknowledges that IT Zero shall have the right, exercisable at the time of the move, in IT Zero’s sole discretion, to vary the fees upon 30 (thirty) days written notice and the new prices will apply immediately after such notice period or acceptance of a new fee.

10.    Fees

10.1    The Customer shall pay the fees to IT Zero as specified on the Order Form as of this Agreement’s date. Subject to clause 10.6, the price listed in this agreement is set for the initial term. After that, the fees may be varied by IT Zero from time to time on 30 days’ notice. If the Customer objects to the increase in fees, this Agreement may be terminated under Clause 4.2. The Customer acknowledges (i) that it has read and agreed on the fees on the Order Form and (ii) that it will be charged for data usage in excess of any applicable data usage limit at IT Zero’s standard rates from time to time. All fees are exclusive of any applicable VAT, which is chargeable in addition to the then-current rate.

10.2    The fees for the Initial Term, whether paid or payable, are nonrefundable (except as set out otherwise in Clause 11.6, in which case the fees for any remaining part of the Initial Term shall be refundable on a pro-rata basis). The fees are independent of the amount of traffic or systems accessed by the Customer, except where explicitly stated to the contrary in this Agreement.

10.3    IT Zero (or the Agent on IT Zero’s behalf) will invoice, and the Customer shall pay IT Zero’s set-up fee and any other one-off fees (including any options selected on the Order Form) immediately upon the execution of this Agreement and shall pay the fee for the first billing period of the Services immediately upon the first Start Date, subject to satisfactory credit check results. However, at IT Zero’s sole option, IT Zero may require the Customer to pay the fee for the first billing period upon execution of the Agreement rather than on the Start Date. Should the Customer fail the IT Zero credit-checking procedure, the Customer shall be pro forma invoiced immediately for IT Zero’s set-up fee and any other one-off fees and for the fee for the first billing period (including any options selected on the Order Form), and in such case IT Zero shall have no obligations under this Agreement unless and until it has received payment in full of such proforma invoice, and may terminate this Agreement immediately on written notice to the Customer if no such payment is received.

10.4    IT Zero (or the Agent on IT Zero’s behalf) will invoice subsequent periods to the Customer separately.

10.5    Payment of all invoices is due within 21 (twenty one) days from the date of issue of the invoice. Late payment of invoices will result in interest being charged at 4% above the then-current Bank of England annual base rate, calculated on a daily basis from the due date to the date of settlement in full. The Customer shall pay all invoices in full without any set-off, deduction or counterclaim.

10.6    The Fees may be increased once each Contract Year in line with the rate of RPI as published for January 2023 and each anniversary thereafter. Any increase implemented pursuant to this clause may be applied when giving not less than one calendar month’s written notice. No increase may be implemented in the initial Contract Year.

10.7    For VoIP and PSTN products, All call costs outside a fixed-price call package are rounded up to the nearest 1p per call.

11.    Termination

11.1    For non-payment. If any IT Zero invoice remains unpaid one month after its due date, IT Zero may, without further notification and without prejudice to any other remedy, terminate this Agreement.

11.2    For breach. Either party may terminate this Agreement at any time if the other materially breaches this Agreement and, in the case of a breach capable of remedy, fails to remedy the breach within 30 (thirty) days of a notice requiring the breach to be remedied.

11.3    Insolvency. Either party may, without prejudice to any other right or remedy it may have, terminate this Agreement immediately on written notice to the other party where the other party suffers an Insolvency Event.

11.4    Wherever IT Zero has a right to terminate this Agreement, IT Zero may instead and at its sole discretion suspend or disable all or any part of the Services.

11.5    Customer Delay. Where the Customer has instructed IT Zero to place the delivery of a service on hold, we, IT Zero, will allow this to take place for a period no longer than 90 (ninety) days without, in IT Zero’s reasonable opinion, justification for the delay. However, after a period of 90 (ninety) days of customer delay, IT Zero shall have the right to terminate this Agreement with immediate effect, subject to 11.6 provisions.

11.6    Termination of this Agreement under Clause 11 shall not relieve the Customer of its responsibilities under this Agreement. Where this Agreement is terminated for any reason, the Customer shall, within 30 (thirty) days of the effective date of termination, pay to IT Zero an amount equal to all fees that would have been payable by the Customer up to the end of the currently contracted term of the Agreement had the Agreement not been terminated. However, such amounts shall not be due where the Customer terminates this Agreement under Clause 11.2 for breach by IT Zero.

11.7    Where services have been suspended due to non-payment, IT Zero may charge a reconnection fee to reconnect services.

12.    Service Levels

The Leased Line element of the Services (if any) shall be subject to the Service Level Agreement, which can be viewed and accessed online. The provision of any Service Credits in accordance with Service Levels shall be the sole remedy available to the Customer for service disruptions or failures in relation to such element of the Services.

13.    Network Infrastructure

13.1    From time to time, IT Zero may upgrade its network infrastructure. This may require the Customer to upgrade some of its equipment if the Services are to be continued. In that event, the Customer agrees to make within 30 (thirty) days such reasonable upgrades to its hardware or software as IT Zero’s technical staff may, from time to time, reasonably specify by written notice to the Customer.

13.2    IT Zero shall not be responsible for degradation of or disruption to the Services if the Customer does not make the required upgrade.

14.    IP addresses and domain names

14.1    IT Zero will route IP addresses that were previously assigned to the Customer only if those addresses were assigned to the Customer directly and not through another internet service provider. IT Zero will not be held responsible if other internet service providers refuse to accept these addresses.

14.2    Where IT Zero is required to provide additional IP addresses, IT Zero shall assign new or additional TCP/IP addresses as requested by the Customer upon being provided with satisfactory documentation justifying the need for those addresses. Such documentation must be in accordance with the policies set forth by Réseau IP Européens (“RIPE”).

14.3    In certain circumstances, it may be necessary for TCP/IP addresses to be approved by RIPE, and in such cases, those addresses are only assigned for the duration of Services and become invalid at such time as IT Zero no longer provides the relevant Services to the Customer.

14.4    When IT Zero assigns addresses to the Customer, a temporary extension (usually thirty (30) days after the end of the relevant element of the Services) may be granted at IT Zero’s sole discretion. After termination or after such period (if any), those TCP/IP addresses may be reassigned to other customers by IT Zero. If the Customer wishes to apply for addresses that will subsist beyond the duration of Services, it must do so directly to RIPE. Any decision made by RIPE or by another internet service provider relating to TCP/IP addresses is the responsibility of RIPE or that other internet service provider, and IT Zero accepts no responsibility for any such decision.

14.5    In respect of any actions taken by IT Zero pursuant to clause 14, IT Zero may levy additional charges on the Customer as agreed in advance.

15.    Limited Warranty

15.1    Subject to clauses 3 and 15.4, IT Zero warrants that the Services will not be substantially different from any written description of the Services previously supplied by IT Zero to the Customer.

15.2    Without prejudice to clause 5.4, where the Services include a “burstable” element, the provision of the Services beyond the “burstable” bandwidth is subject to IT Zero having spare bandwidth available. The Services are subject to any “maximum traffic per service” limits shown on IT Zero’s website from time to time.

15.3    The Customer is responsible for assessing its own communication needs. The Customer acknowledges and agrees that the Services were not designed with the Customer’s individual requirements in mind, and it is the Customer’s responsibility to determine whether the Services will meet its needs. IT Zero makes no warranty as to the value of the Services in the Customer’s business or the results to be obtained from the use of the Services.

15.4    The Customer is solely responsible for the use of any information or other material obtained through the Services. IT Zero specifically excludes any responsibility or liability for the accuracy or quality of any information obtained through the Services or that any other material obtained through the Services may be used in any way by the Customer without infringing the rights of any third parties. The Customer further acknowledges that these matters are outside the control of IT Zero.

15.5    VoIP services rely on the reliable operation of The Customers internet connection to make and receive good quality telephone calls and it relies on mains electrical power to operate the telephone equipment. The quality of telephone conversations is dependent on the performance and capacity utilization of The Customers internet connection, which are factors that are beyond the control of IT Zero and as a result no quality of service can be guaranteed for VoIP services.

15.6    It is not possible to make or receive VoIP based telephone calls in the event of a power failure or in the event of an internet failure.  The customer is solely responsible for making provisions for alternative ways of making phone calls, particularly the emergency services, in the event of power failure or internet failure.

16.    Limitation of Liability

16.1    To the maximum extent permissible under applicable law, all conditions and warranties in relation to the Services which are not explicitly set out in this Agreement (including any terms which would otherwise be implied by statute or common law) are hereby excluded.

16.2    Subject to clauses 16.1, 16.3, 16.4 and 16.5, the total liability of IT Zero (including any liability for the acts and omissions of its employees, agents or sub-contractors) to the Customer (whether in contract, tort (including negligence), breach of statutory duty or otherwise) arising out of or in connection with this Agreement shall not exceed, in respect of all events occurring in any Contract Year, the amount paid or payable by the Customer under this Agreement in such Contract Year.

16.3    IT Zero shall in no circumstances be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty or otherwise, for loss of business, loss of revenues, loss of profits, loss of opportunity, loss of reputation, loss of data, loss of anticipated savings or wasted expenditure (in each case whether direct or indirect), nor for any indirect or consequential loss whatsoever, nor for the acts or omissions of other providers of telecommunications services or for faults or failures in their apparatus.

16.4    IT Zero shall in no circumstances (whether before or after termination of this Agreement) be liable to the Customer for any loss of or corruption to data or programs held or used by or on behalf of the Customer, and the Customer shall at all times keep adequate backup copies of the data and programs held or used by or on behalf of the Customer.

16.5    Notwithstanding anything to the contrary in this Agreement, IT Zero’s liability to the Customer for:

16.5.1  death or personal injury resulting from the negligence of IT Zero or its employees, agents or subcontractors, or for fraud;

16.5.2  damage suffered by the Customer as a result of a breach by IT Zero of the condition as to title or the warranty as to quiet possession implied by Section 12 of the Sale of Goods Act 1979 or Section 2 of the Supply of Goods and Services Act 1982;

16.5.3  damage for which IT Zero is liable to the Customer under Part 1 of the Consumer Protection Act 1987 or

16.5.4  any other matter for which liability cannot be excluded or limited as a matter of applicable law shall not be limited (save that anything in clause 16 shall confer a right or remedy upon the Customer to which the Customer would not be otherwise entitled).

17.    General Terms

17.1    Intellectual property. The Customer acknowledges that material of any nature which IT Zero provides to the Customer, either under this Agreement or otherwise (for example, quotations or other pre-contractual material), may contain materials the Intellectual Property Rights which are either the property of or licensed to IT Zero. The Customer shall have a limited, personal, revocable and non-exclusive licence to use such materials for the sole purpose of receiving the benefit of the Services. Nothing in this Agreement is intended to confer on the Customer any Intellectual Property Rights in such materials (including any licences) except as explicitly set out in this Agreement.

17.2    Confidential information. The Customer may have or obtain confidential information relating to IT Zero (which includes but is not limited to information relating to its products, planned products and details of its marketing, support and internal structures, pricing and similar information relating to its suppliers or related products). The Customer agrees that it will use such confidential information solely for the purposes of this Agreement and for evaluating future products or services supplied by IT Zero and that it shall not disclose, whether directly or indirectly, to any person any confidential information unless the disclosure is required to carry out this Agreement. Before the Customer makes any disclosure to another person, the Customer must obtain from them a binding commitment to keep that information confidential. That commitment must be at least as effective as this obligation is on the Customer. Clause 17.2 shall not prevent the Customer from disclosing or using any information that is public or becomes public through no fault of the Customer or to the extent that such disclosure is required by law. To avoid doubt and without limitation, IT Zero may disclose information relating to this Agreement and the Customer to third parties for the purpose of carrying out its obligations under this Agreement.

17.3    Assignment. The Customer shall not sell, transfer, assign or otherwise deal with its rights or obligations under this Agreement without the prior written consent of IT Zero. IT Zero may sub-contract the provision of any part of the Services at its discretion.

17.4    Waiver. The waiver or failure of either party to exercise any right provided for in this Agreement shall not be deemed a waiver of that or any other right in this Agreement.

17.5    Invalidity. If any part of this Agreement is held by a court of competent jurisdiction to be unenforceable, the remaining parts of this Agreement will remain in full force and effect.

17.6    Whole Agreement. This Agreement, together with any document expressly referred to in any of its terms, contains the entire agreement between the parties relating to the subject matter covered and supersedes any previous agreements, arrangements, undertakings or proposals, written or oral, between the parties in relation to such matters. No oral explanation oral information or e-mail given by any party shall alter the interpretation of this Agreement. The Customer confirms that, in agreeing to enter into this Agreement, it has not relied on any representation save insofar as the same has expressly in this Agreement been made a representation, and the Customer agrees that it shall have no remedy in respect of any misrepresentation (whether made innocently or negligently) which has not become a term of this Agreement. However, the agreement of the Customer contained in clause 17.6 shall not apply with respect to any fraudulent misrepresentation, whether or not the same has become a term of this Agreement.

17.7    Notices. Notices sent pursuant to this Agreement shall be in writing and may be delivered by hand or sent by post with hard copy confirmation by post to the recipient at its address shown on the Order Form or at such other address as may be notified in accordance with this clause 17.7 or, in the case of a company, to its registered office. Notices delivered by hand shall be deemed received on delivery, and those posted on the second working day after they are posted.

17.8    Headings. The headings shall be disregarded when construing this Agreement.

17.9    Law. This Agreement shall be governed by English law. The parties submit to the non-exclusive jurisdiction of the English courts.9

17.10  Capacity. Both parties acknowledge that they have read and understood this Agreement and agree to be bound by its terms.

17.11  Survival. The terms of clauses 1, 2, 5.1, 6.7, 7, 10, 11.5, 12, 15.3, 15.4, 16 and clause 17 shall survive the termination or expiry of this Agreement for any reason.

17.12  Force Majeure. Neither party will be liable for any failure (whether complete or partial) or delay in relation to the performance of its obligations (save Customer obligation in respect of payment) under this Agreement where the failure or delay arises from an event beyond the control of the party concerned, including but not limited to acts of God, malicious acts of third parties, failure of sub-contractors, inclement weather, flood, lightening or fire, industrial action, epidemic or virus of any kind, act or omission of government, or other competent authority, riot, war or act or omission of any other party for whom that party is not responsible (each an “Event of Force Majeure”).

17.13  Data Protection. The Customer hereby consents that any Customer information (“Data”) collected by IT Zero in the fulfilment of this Agreement (including but not limited to Data collected during order processing, delivery, installation, support and maintenance of the Service) may for the purposes of fulfilling the contract be processed by IT Zero, its provisioning entities affiliates and agents both within and outside the European Economic Area, and outside the country or countries where the Data is collected. The Customer is responsible for collecting and maintaining any relevant consents from individuals in this respect and agrees that IT Zero is the data controller in respect of such Data for the purposes of applicable data protection legislation. IT Zero shall handle all Personal Data in accordance with applicable law and its Privacy Policy.

17.14  PSTN Lines (Telephone lines) where a Customer chooses to purchase a telephone line from IT Zero, any call charges made on this line will be payable by the Customer under our standard call rates and charges.

18.    Ownership and Rights

18.1    The telephone numbers allocated to the Customer or imported from another service provider on the Customer’s behalf are owned by Ofcom.

18.2    The Customer is granted an unconditional right to use the telephone numbers for as long as their account with IT Zero remains active, and they continue to operate as a legal entity.

18.3    IT Zero reserves the right to withdraw the allocated telephone numbers and return them to Ofcom if the Customer ceases trading or if their business entity is struck off the Companies House register. 

18.4    The Customer may request to transfer telephone numbers to another service provider or another individual or entity, provided:

18.4.1  The numbers remain active.

18.4.2  The Customer has no outstanding balance with IT Zero for the provision of services.

18.5    A signed Letter of Authority is required to process the transfer request. For business entities registered with Companies House, the letter must be signed by a currently serving Director or Partner of the entity.

18.6    IT Zero retains the right to refuse a transfer request if the Customer has an outstanding balance or fails to meet the requirements for submitting the Letter of Authority.

19.    VoIP Equipment Leasing and Purchase Option:

19.1    VoIP equipment leased under this agreement remains the property of IT Zero during the Initial Term (36 months).

19.2    At the conclusion of the Initial Term, the Customer may purchase the leased VoIP equipment outright at a price equivalent to 12 months of the agreed lease payment.

19.3    The Customer can notify IT Zero of their intent to purchase the equipment at any time after the Initial Term. Upon receipt of payment for the purchase price, ownership of the equipment will transfer to the Customer.

19.4    If the Customer chooses not to purchase the equipment, they are required to return it in good working condition within 30 (thirty) days of terminating the lease. Failure to return the equipment may result in charges equivalent to the purchase price.