Business Mobiles Terms & Conditions
1 Contract structure and contracting entity
1.1 These are the terms and conditions on which Prestige Telecom Group will supply Goods and Mobile Support Services to the Customer.
1.2 The Customer shall be deemed to have accepted the terms of the Contract on placing an Order.
1.3 The Contract shall comprise of:
1.3.1 each Order Form;
1.3.2 these Conditions; and
1.3.3 any other document referred to in the Contract (save for the Provider Agreement).
1.4 If there is any conflict between the documents listed in clause 1.3, the document higher in the list shall take precedence.
1.5 By entering into the Contract, the Customer confirms that:
1.5.1 it is contracting as a business and not as a consumer; and
1.5.2 it understands that in order to receive the Mobile Support Services it must also enter into the Provider Agreement.
2 Interpretation
2.1 Definitions
In the Contract, the following definitions apply:
Applicable Law the laws of England and Wales and any other laws and regulations that apply to providing or receiving Goods and/or Mobile Support Services;
Authorised Contacts individuals authorised to act on behalf of the Customer in relation to the Mobile Support Services;
Business Day a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business;
Charges the fees and charges payable to Prestige Telecom Group in relation to the Goods and/or Mobile Support Services provided by Prestige Telecom Group as set out on the Order Form (prior to the application of any Investment) and, where applicable, Price Guide;
Conditions the terms and conditions set out herein;
Connection an end user/device connection to the relevant Provider’s network such that the end user/device is capable of accessing and utilising the Network Services;
Connections Schedule a schedule on or annexed to a Provider Agreement detailing the telephone numbers the Customer wishes to connect to (or upgrade/recommit with) the Provider and the required Network Services in respect of each such telephone number;
Contract the agreement between Prestige Telecom Group and the Customer as set out in clause 1.3;
Contributing Charges the total charges paid or payable by the Customer to the Provider pursuant to the Provider Agreement, excluding (without limitation) the following expenditure: (i) insurance; (ii) administration services/charges; (iii) sums charged via carrier billing (including (without limitation) Just Giving and other charity texts); (iv) any interest, penalty, fee or other sum charged as a result of the Customer’s default under the Provider Agreement; and (v) any payment made to the Provider which is not a payment pursuant to the Provider Agreement
Controller, Processor, Data Subject, Personal Data, Personal Data Breach, processing, and appropriate technical and organisational measures as defined in the Data Protection Legislation;
Customer the party identified as the Customer on the Order Form;
Data Protection Legislation all applicable data protection and privacy legislation in force from time to time in the UK including without limitation the UK GDPR;
the Data Protection Act 2018 (and regulations made thereunder) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended, as each of the foregoing may be updated, replaced or amended from time to time; and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of Personal Data (including, without limitation, the privacy of electronic communications);
Downward Migration in respect of a Connection, the transfer (at the Customer’s request) from one tariff provided by the Provider to another tariff with that Provider but with a lower monthly access fee/line rental charge;
Effective Date in respect of any Order, the earlier of the date upon which: i) Prestige Telecom Group accepts such Order; ii) the Provider begins to provide the Network Services in respect of that Order; or iii) where it is a Goods-only Order, Prestige Telecom Group dispatches the Goods;
Equipment the equipment detailed on the Order Form which is intended for use with the Network Services, such as a mobile phone or accessory;
Equipment Software software which is (i) embedded in an item of Equipment supplied by Prestige Telecom Group, or (ii) provided by Prestige Telecom Group and downloaded to any item of Customer equipment;
Force Majeure Event an event or circumstance beyond a party’s reasonable control;
Goods Equipment and/or Third Party Software;
Intellectual Property Rights patents, rights to inventions, copyright and related rights, trade marks and service marks, business names and domain names, rights in
get-up, goodwill and the right to sue for passing off, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world;
Investment the investment by Prestige Telecom Group detailed on the Order Form (where applicable, being the aggregate of the one-time and recurring investment totals shown (as minus figures) in the summary table);
Investment Recovery Charge a sum equal to the total Investment paid or provided to the Customer plus a £100 administration charge;
Large Business Customer a Customer who has ten or more employees at the Effective Date;
Minimum Spend the sum (if any) specified on the Order Form, subject to any variation pursuant to the terms of the Contract, being the minimum amount that the Customer commits to pay in Contributing Charges during the Minimum Term;
Minimum Term the minimum term of the relevant Provider Agreement, as set out on the Order Form;
Mobile Support Services the account management services provided by Prestige Telecom Group (if any), which are ancillary to the Network Services;
Network Services the mobile phone services described on the Order Form and provided by the Provider pursuant to the Provider Agreement;
Notice any notice given by one party to the other under the Contract in accordance with clause 20.9;
Not-for-profit Customer a Customer which is a body for which (as at the Effective Date) no more than 10 individuals work (whether as employees or otherwise but excluding volunteers) and which applies the whole of its income for charitable or public purposes and is prohibited from directly or indirectly distributing among its members any part of its assets;
Prestige Telecom Group Prestige Telecom Group Limited (Company No. 04031272) whose registered office is Prestige Telecom Group House, 4400 Parkway, Whiteley, Fareham, Hampshire, PO15 7FJ;
Order the Customer’s acceptance of an Order Form and, where applicable, related Provider Agreement(s);
Order Form (i) for telephone sale verbal contracts, the details confirmed and/or agreed by the Customer on a verification call and which are summarised on a document headed ‘Order Summary’ following such call, and (ii) in all other cases, a document provided to the Customer headed ‘Order Form’;
Price Guide the price guide relating to the Mobile Support Services (as amended from time to time) at https://Prestige Telecom Group.co.uk/pricing (or any other online address that Prestige Telecom Group advises the Customer of);
Privacy Policy Prestige Telecom Group’s privacy policy (as amended from time to time) at https://Prestige Telecom Group.co.uk/privacy-policy/ (or any other online address that Prestige Telecom Group advises the Customer of);
Provider the third-party provider of the Network Services to the Customer as identified on the Order Form, and, where there is more than one such Provider, references to Provider shall be construed as references to the relevant Provider;
Provider Agreement the agreement between the Customer and the Provider for provision of Network Services, including a Purchase Order (for certain Providers only) and/or a Connections Schedule (where necessary);
Provider Recovery Charges the sums charged by the Provider for termination of a Provider Agreement before expiry of the Minimum Term, and/or failure to achieve the Minimum Spend;
Purchase Order a purchase order in a form approved by Prestige Telecom Group, on the Customer’s headed paper, addressed to the Provider and signed by the Customer;
Shipping Address in relation to a particular delivery, the shipping address set out on the Order Form relating to such delivery, or such other address agreed between the parties in writing;
Small Business Customer a Customer who has fewer than ten employees at the Effective Date;
Sub-Processor has the meaning given in clause 18.7;
Third Party Software the third party software detailed on the Order Form plus any Equipment Software; and
UK GDPR has the meaning given to it in section 3(10) (as supplemented by section 205(4)) of the Data Protection Act 2018.
2.2 Construction
In the Contract, the following rules apply:
2.2.1 a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality);
2.2.2 a reference to a party includes its personal representatives, successors or permitted assigns;
2.2.3 a reference to a statute or statutory provision is a reference to such statute or statutory provision as amended or re-enacted. A reference to a statute
or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted;
2.2.4 unless stated otherwise, references to clauses in any document forming part of the Contract are to clauses in that document;
2.2.5 clause headings shall not affect the interpretation of the Contract;
2.2.6 any phrase introduced by the terms
including, include, or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms;
2.2.7 a reference to writing or written includes reference to any communication effected by electronic transmission or similar means; and
2.2.8 a party or the parties refer to the parties to the Contract.
3 Provider Agreement
3.1 The Customer agrees to comply with the terms of the Provider Agreement and acknowledges and agrees that:
3.1.1 Prestige Telecom Group facilitates the entry into the Provider Agreement between the Customer and the Provider, but is not a party to it and has no liability to the Customer in relation to it or any breach of it by the Provider;
3.1.2 the Network Services shall be supplied by the Provider in accordance with the terms of the Provider Agreement;
3.1.3 the Customer’s obligations to the Provider (including in relation to payment of charges) are separate to the Customer’s obligations to Prestige Telecom Group; and
3.1.4 the Mobile Support Services are separate from, and ancillary to, the Network Services.
3.2 If the Provider Agreement is terminated before the expiry of the Minimum Term, the Contract shall automatically terminate in accordance with clause 15.1 and the provisions of clause 16 shall apply.
3.3 If the Customer fails to pay any two consecutive invoices issued to it by the Provider by their due dates, Prestige Telecom Group may blacklist the Equipment on the Central Equipment Identity Register (which renders such Equipment unusable).
3.4 The Customer shall not vary the terms of the Provider Agreement without Prestige Telecom Group’s prior written consent.
4 Customer authority
4.1 By agreement with Prestige Telecom Group, the Customer may (from time to time) provide Prestige Telecom Group with the names, email addresses and telephone numbers of those individuals who are authorised by the Customer to make, and from whom Prestige Telecom Group may accept, changes to the Customer’s account, existing Network Services and Orders, and additional Orders for Network Services, Goods and/or Mobile Support Services. The Customer may, at any time and by giving not less than 2 Business Days’ written notice, notify Prestige Telecom Group of changes to the individuals authorised under this clause 4.1. Such notification shall not affect the validity of any action taken by Prestige Telecom Group prior to expiry of such notice.
4.2 Where the Customer requires additional Network Services (such as additional connections) under an existing Provider Agreement, and where agreed by Prestige Telecom Group and accepted by the relevant Provider, an Order shall:
4.2.1 constitute authority for Prestige Telecom Group, as agent for the Customer, to execute such documents and take such other steps as are necessary to give effect to such Order with the Provider;
4.2.2 incorporate the terms of the applicable Provider Agreement as between the Customer and the Provider in relation to the additional Network Services; and
4.2.3 as between the Customer and Prestige Telecom Group, be on and subject to these Conditions.
5 Goods – ordering and delivery
5.1 Where the Order is for the purchase of Goods only, clauses 3, 8 and 10 shall not apply.
5.2 The Customer is responsible for ensuring that the Goods are correct and appropriate for the Customer’s intended use and requirements.
5.3 Prestige Telecom Group reserves the right to amend the specification or model of any of the Goods if required by any applicable statutory or regulatory requirements, if the manufacturer changes such specification or discontinues such model, or if stock of such model becomes otherwise unavailable, between the date of the Order and the time of despatch. Prestige Telecom Group will endeavour to ensure that any such substituted Goods will be of equal or better quality.
5.4 Prestige Telecom Group shall deliver the Goods to the Shipping Address.
5.5 Any lead times or dates quoted for delivery of the Goods are approximate only, and time of delivery is not of the essence. The Goods may be delivered by Prestige Telecom Group in advance of any dates quoted for delivery of the Goods.
5.6 Delivery of the Goods shall be completed on the arrival of the Goods at the Shipping Address.
5.7 The Customer is under a duty to inspect the Goods on delivery.
5.8 Prestige Telecom Group shall have no liability for any failure to deliver, or delay in delivering, the Goods to the extent that any failure is caused by a Force Majeure Event, the Customer’s failure to provide Prestige Telecom Group with adequate delivery instructions for the Goods or the Customer’s failure to comply with any reasonable instruction related to the delivery of the Goods.
5.9 If the Customer fails to take delivery of the Goods within 3 Business Days of Prestige Telecom Group notifying the Customer that the Goods are ready and/or fails to provide any instructions, documents, licences, consents or authorisations required to enable the Goods to be delivered on the date quoted for delivery:
5.9.1 delivery of the Goods shall be deemed to have been completed at 9.00am on the fourth Business Day following the day on which Prestige Telecom Group notified the Customer that the Goods were ready; and
5.9.2 Prestige Telecom Group shall store the Goods until actual delivery takes place, and charge the Customer for all related costs and expenses (including insurance).
5.10 If 5 Business Days after Prestige Telecom Group notified the Customer that the Goods were ready for delivery the Customer has not taken delivery of them, Prestige Telecom Group may resell or otherwise dispose of part or all of the Goods.
6 Goods – warranties, replacements and returns
6.1 Goods, where new, are provided with the benefit of and subject to the manufacturer’s warranty and guarantee (Manufacturer’s Warranty). Details of the Manufacturer’s Warranty are set out on the relevant manufacturer’s website or in the user guide or license relating to the Goods (including the duration of any warranty period).
6.2 Goods referred to as ‘pre-owned’ or ‘nearly new’ have been returned to Prestige Telecom Group by customers (usually during the first 14 days after delivery) with no reported faults. They have been tested to ensure they are fit for purpose and of satisfactory quality. Pre-owned devices are provided with original accessories and user guides, and in original packaging whenever possible (but the Customer acknowledges that substitute packaging may be used).
6.3 Goods referred to as ‘refurbished’ have been through a recycling programme. They have been tested to ensure they are fit for purpose and of satisfactory quality. Refurbished devices are provided with a data cable and SIM key, but without any other accessories or user guides, and not in original packaging.
6.4 Pre-owned and refurbished Goods are supplied with the benefit of and subject to the Manufacturer’s Warranty save that the warranty period shall be limited to 12 months from delivery.
6.5 Except as provided in this clause 6, Prestige Telecom Group shall have no liability to the Customer in respect of the failure of Goods to comply with the applicable Manufacturer’s Warranty.
6.6 Subject to clause 6.7, Prestige Telecom Group shall not be under any obligation to exchange, repair or replace Goods or provide any refunds.
6.7 Where Equipment supplied to the Customer is or becomes faulty during the relevant Manufacturer’s Warranty period and for a reason covered by the Manufacturer’s Warranty (which excludes the Customer’s acts, omissions or misuse):
6.7.1 The Customer should report the fault to Prestige Telecom Group’s customer services team on 03300 888 999 or to the dedicated customer support telephone number and email address set out in the Order Form.
6.7.2 The Customer must re-package the faulty Equipment and ensure that such Equipment and all original accessories are returned to Prestige Telecom Group at the Customer’s cost and risk by such post or courier service as shall ensure proof of delivery and sufficient insurance to cover the value of the Equipment to Prestige Telecom Group Limited, Prestige Telecom Group House 4400 Parkway, Whiteley, Fareham, Hampshire, PO15 7FJ (or as otherwise directed by Prestige Telecom Group).
6.7.3 Prestige Telecom Group shall inspect the returned Equipment and may return it to the manufacturer.
6.7.4 Prestige Telecom Group may, at its sole discretion and subject to inspection of the faulty Equipment, elect to either:
(a) provide replacement Equipment (subject to clause 6.8); or
(b) refund such sum as Prestige Telecom Group reasonably considers to be the current market value of the faulty Equipment.
6.8 The Customer acknowledges that, where it is determined (either by Prestige Telecom Group acting reasonably, or by the manufacturer) that the fault is not covered by the
Manufacturer’s Warranty, the Customer remains liable for any sums outstanding in respect of such item of Equipment and:
6.8.1 where the faulty Equipment can be repaired:
(a) the Customer shall return to Prestige Telecom Group any replacement Equipment supplied pursuant to clause 6.7.4(a) (at the Customer’s cost and risk) or pay Prestige Telecom Group the full cost of such replacement Equipment; and
(b) at the Customer’s option, Prestige Telecom Group shall (i) repair the faulty Equipment and the Customer shall pay the cost of repair, or (ii) return the faulty Equipment to the Customer at the Customer’s cost and risk and the Customer shall pay a diagnostic fee (as set out in the Price Guide from time to time), or (iii) dispose of faulty Equipment in accordance with the Waste Electric and Electronic Equipment (WEEE) Regulations 2013 and the Customer shall pay a diagnostic fee (as set out in the Price Guide from time to time);
6.8.2 where the faulty Equipment cannot be repaired, the Customer shall pay Prestige Telecom Group the full cost of any replacement Equipment supplied pursuant to clause 6.7.4(a).
6.9 The Customer acknowledges and accepts that it is solely responsible for ensuring the backup of any important or confidential data stored on the Equipment prior to its return to Prestige Telecom Group and the Customer agrees that Prestige Telecom Group will not be liable if any such data is lost or corrupted during any process set out in clauses 6.7 and 6.8.
6.10 Notwithstanding the foregoing provisions of this clause 6, no liability will be accepted under any Goods warranty or guarantee where any Customer invoice is overdue.
7 Risk and retention of title
7.1 The risk in the Goods shall pass to the Customer on completion of delivery.
7.2 Notwithstanding delivery and the passing of risk in the Goods, or any other provision of the Contract, legal and beneficial title to the Goods shall not pass to the Customer until:
7.2.1 in respect of Goods for which Prestige Telecom Group has invoiced the Customer, Prestige Telecom Group has received payment in full (in cash or cleared funds) for those Goods; or
7.2.2 in respect of Goods which Prestige Telecom Group has provided or paid for (in whole or in part) by way of Investment:
(a) the Provider has received payment in full (in cash or cleared funds) of all sums due from the Customer under the Provider Agreement in respect of the Minimum Term (including any Provider Recovery Charges); and
(b) where applicable, Prestige Telecom Group has received payment in full (in cash or cleared funds) of any Investment Recovery Charge.
7.3 Title to subscriber identity module (SIM) cards provided to the Customer to enable use of the Provider shall not pass to the Customer and is governed by the terms of the Provider Agreement.
7.4 Until title to the Goods has passed to the Customer, the Customer shall:
7.4.1 keep accurate records of the location or keeper of the Goods;
7.4.2 maintain the Goods in satisfactory condition and in accordance with the relevant manufacturer’s warranty, guarantee and user guide;
7.4.3 keep them insured against all risks for their full replacement value from the date of delivery;
7.4.4 notify Prestige Telecom Group immediately if it becomes subject to any of the events listed in clauses 15.2.2(b) to 15.2.2(k); and
7.4.5 give Prestige Telecom Group such information relating to the Goods as Prestige Telecom Group may require from time to time.
7.5 If, before title to the Goods passes to the Customer, the Customer becomes subject to any of the events listed in clauses 15.2.2(b) to 15.2.2(m), or Prestige Telecom Group reasonably believes that any such event is about to happen and notifies the Customer accordingly, then, without limiting any other right or remedy Prestige Telecom Group may have, Prestige Telecom Group may at any time:
7.5.1 require the Customer at the Customer’s own cost and expense to deliver up the Goods in its possession; or
7.5.2 without further notice enter any premises of the Customer or of any third party where the Goods may be kept or stored in order to recover them.
7.6 The Customer shall at all times ensure that any and all parties that seek to assert any right or claim against the Customer are made fully aware that the Goods are subject to reservation of title by Prestige Telecom Group and that the Goods are not the property of the Customer.
7.7 If, for whatever reason, any party seeks to assert any right or claim against the Customer or the Goods, the Customer shall at its own cost and expense defend any such right or claim such as to preserve the reservation of title of the Goods and/or at Prestige Telecom Group’s request join any proceedings brought by Prestige Telecom Group in relation to the Goods.
8 Mobile Support Services
8.1 Where Prestige Telecom Group agrees to dates, levels or standards in respect of the performance of any Mobile Support Services, such criteria must be detailed in writing on an Order Form. Prestige Telecom Group shall use reasonable endeavours to meet such performance criteria, but failure to do so shall not constitute a breach of Contract.
8.2 Prestige Telecom Group shall have the right to make any changes to the Mobile Support Services which are necessary to comply with any Applicable Law or safety requirement or which do not materially affect the nature or quality of the Mobile Support Services.
9 Third Party Software
9.1 Third Party Software is licensed under and subject to the terms of any standard form end user license agreement (including shrink-wrap or click-through software licenses) and open source license provided with the Goods.
9.2 Prestige Telecom Group shall not provide support services in relation to Third Party Software.
10 Investment
10.1 In addition to the provisions set out in these Conditions, Investment is subject to the terms and conditions set out elsewhere in the Contract, including (without limitation) on the Order Form.
10.2 Unless agreed otherwise by Prestige Telecom Group, Investment shall only accrue and be released or made available to the Customer in equal amounts (calculated by dividing the total Investment by the number of months in the Minimum Term) at the end of each completed month of the Provider Agreement during the Minimum Term. If total Investment changes during the Minimum Term, future monthly accrual amounts will be adjusted accordingly. For the avoidance of doubt, Investment ceases to accrue:
10.2.1 in respect of all relevant Connections upon termination of the Contract and/or the Provider Agreement for any reason; and
10.2.2 in respect of any Connection upon disconnection from the Provider’s network, Downward Migration or transfer away from Prestige Telecom Group of the account management of that Connection.
10.3 Where Investment takes the form of any payment to the Customer:
10.3.1 if the Customer wishes any payment to include VAT, the Customer must provide Prestige Telecom Group with a valid VAT invoice at least 30 days in advance of payment;
10.3.2 Prestige Telecom Group shall not provide the Customer with a credit note in respect of any payment; and
10.3.3 any payment required by the Customer to be made by cheque will incur a processing fee.
10.4 The Customer shall pay the Investment Recovery Charge:
10.4.1 in respect of any Connection, upon disconnection from the Provider’s network, Downward Migration or transfer away from Prestige Telecom Group of the account management of that Connection; and
10.4.2 in respect of all Connections, upon termination of the Contract and/or the Provider Agreement before expiry of the Minimum Term; and/or
10.4.3 where a Minimum Spend has been agreed and the Customer has failed to achieve the Minimum Spend by expiry of the Minimum Term or earlier termination (for any reason) of the Contract and/or the Provider Agreement.
10.5 Any Investment which has been accrued by the Customer in accordance with the terms of the Contract and which has not been paid to, or utilised by, the Customer (for whatever reason) within three years from the date such Investment accrued, shall be forfeited to Prestige Telecom Group.
11 Price
11.1 Prestige Telecom Group reserves the right, by giving written notice to the Customer at any time before delivery of the Goods or provision of the Mobile Support Services, to increase prices to reflect any increase in the cost to Prestige Telecom Group which is due to any:
11.1.1 factor beyond the control of Prestige Telecom Group (including any foreign exchange fluctuation, currency regulation, alteration of duties, significant increase in the costs of labour, materials or other costs of manufacture);
11.1.2 change in delivery dates, quantities or specifications for the Goods and/or Mobile Support Services which are requested by the Customer; or
11.1.3 delay caused by any instructions of the Customer or failure of the Customer to give Prestige Telecom Group adequate information or instructions.
11.2 Unless otherwise stated on the Order Form, all prices are inclusive of Prestige Telecom Group’s charges for packaging and transport.
11.3 Unless otherwise stated on the Order Form, all prices are exclusive of any applicable value added tax, excise, sales taxes or levies of a similar nature and all other taxes and charges in respect of the Goods and/or Mobile Support Services, which shall be payable by the Customer in addition.
11.4 The Customer shall pay all amounts due under the Contract in full without any deduction or withholding except as required by law and the Customer shall not be entitled to assert any credit, set-off or counterclaim against Prestige Telecom Group in order to justify withholding payment in whole or in part. Prestige Telecom Group may, without limiting its other rights and remedies, set-off any amount owing to it by the Customer against any amount payable by Prestige Telecom Group to the Customer (including any Investment).
12 Payment
12.1 Prestige Telecom Group shall invoice the Customer on or at any time after acceptance of the Order, delivery of the Goods and/or the provision of the Mobile Support Services (as applicable) or as otherwise specified on the Order Form.
12.2 For the avoidance of doubt, the Provider shall invoice the Customer in respect of Network Services.
12.3 If the Customer wrongfully fails to take delivery of Goods, Prestige Telecom Group shall be entitled to invoice the Customer for the Goods at any time after Prestige Telecom Group has tendered delivery of such Goods.
12.4 The Customer shall pay each invoice submitted by Prestige Telecom Group within the number of days from the date of such invoice as set out on the Order Form (or if no such number is so set out then within 14 days), and in full and in cleared funds to a bank account nominated in writing by Prestige Telecom Group.
12.5 Payment shall be made on or before the due date for payment (Due Date) notwithstanding that delivery or provision may not have taken place and/or that the title to the Goods has not passed to the Customer.
12.6 Prestige Telecom Group may credit assess the Customer from time to time to determine the credit limit on the Customer’s account. If Prestige Telecom Group is not satisfied as to the creditworthiness of the Customer, it may notify the Customer that no further credit will be allowed and may require all amounts owing by the Customer to Prestige Telecom Group to be paid immediately.
12.7 Without limiting any other right or remedy of Prestige Telecom Group, if the Customer fails to make any payment due to Prestige Telecom Group under the Contract or any other contract between Prestige Telecom Group and the Customer by the relevant due date for payment or falls into arrears under the Provider Agreement, Prestige Telecom Group shall be entitled to:
12.7.1 cancel any Order or suspend any further provision of Goods and/or Mobile Support Services to the Customer;
12.7.2 deduct monies up to the value of the overdue amount from any sum standing to the credit of the Customer’s account with Prestige Telecom Group, including any Investment;
12.7.3 suspend payment or availability to the Customer of any Investment;
12.7.4 blacklist the Equipment on the Central Equipment Identity Register (which renders such Equipment unusable); and
12.7.5 charge interest on the overdue amount at the highest rate permitted by Applicable Law from the Due Date until the date of actual payment of the overdue amount, whether before or after judgment.
12.8 If the Customer disputes the amount of any Prestige Telecom Group invoice:
12.8.1 the Customer shall pay any undisputed portion of the invoice;
12.8.2 the Customer shall write to Prestige Telecom Group within 10 Business Days of the date of the invoice providing details of:
(a) the nature and reason for the dispute;
(b) the amount in dispute; and
(c) any evidence to support the disputed amount;
12.8.3 if Prestige Telecom Group can demonstrate that the invoice is correct Prestige Telecom Group shall be entitled to charge interest in accordance with clause
12.7.5; and
12.8.4 if Prestige Telecom Group determines that the disputed invoice is incorrect Prestige Telecom Group shall issue a corrected invoice and/or apply the relevant credit to the Customer’s account.
12.9 Any invoice which is not disputed in accordance with clause 12.8 shall be deemed to be fully accepted by the Customer and Prestige Telecom Group shall have no liability in respect of any invoice which is otherwise disputed.
13 Customer’s obligations and warranties
13.1 The Customer shall:
13.1.1 ensure that the Order Form is complete and accurate;
13.1.2 co-operate with Prestige Telecom Group in all matters relating to the Goods and/or Mobile Support Services;
13.1.3 follow all reasonable instructions from Prestige Telecom Group from time to time in connection with the Mobile Support Services;
13.1.4 provide Prestige Telecom Group with such information and materials as Prestige Telecom Group may reasonably require to supply the Mobile Support Services, and ensure that such information is accurate in all material respects;
13.1.5 provide the names and contact details of Authorised Contacts (and agree levels of authority where requested by Prestige Telecom Group), but Prestige Telecom Group may also accept instructions from a person who Prestige Telecom Group reasonably believes is acting with Customer authority; and
13.1.6 authorise Prestige Telecom Group to act on its behalf in all dealings with third parties in connection with any matter that enables Prestige Telecom Group to provide or continue to provide the Customer with the Mobile Support Services.
13.2 The Customer warrants that:
13.2.1 it has the authority to enter into the Contract and the Provider Agreement; and
13.2.2 it is a business and in contracting with Prestige Telecom Group in accordance with the Contract it is not acting for a purpose which could be regarded as outside its trade or profession.
13.3 If Prestige Telecom Group’s performance of any of its obligations in respect of the Mobile Support Services is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (Customer Default):
13.3.1 Prestige Telecom Group shall without limiting its other rights or remedies have the right to suspend performance of the Mobile Support Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations to the extent the Customer Default prevents or delays Prestige Telecom Group’s performance of any of its obligations;
13.3.2 Prestige Telecom Group shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from Prestige Telecom Group’s failure or delay to perform any of its obligations as set out in this clause 13.3; and
13.3.3 the Customer shall reimburse Prestige Telecom Group on written demand for any costs or losses sustained or incurred by Prestige Telecom Group arising directly or indirectly from the Customer Default.
14 Liability
14.1 Without prejudice to clause 13.3 and subject to clause 14.4:
14.1.1 neither party shall be liable under any circumstances to the other, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Contract for:
(a) any loss of profits, sales, business, or revenue;
(b) loss or corruption of data, information or software;
(c) loss of business opportunity;
(d) loss of anticipated savings;
(e) loss of or damage to goodwill; or
(f) any indirect or consequential loss; and
14.1.2 Prestige Telecom Group’s total liability to the Customer arising in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the amount paid by the Customer to Prestige Telecom Group under the Contract as at the date the loss arose.
14.2 Any warranties, conditions or other terms implied by common law or statute are, to the fullest extent permitted by law, excluded from the Contract.
14.3 Prestige Telecom Group shall not be liable to the Customer or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of Prestige Telecom Group’s obligations if the delay or failure was due to a Force Majeure Event.
14.4 Nothing in these Conditions excludes or limits the liability of a party for:
14.4.1 death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;
14.4.2 fraud or fraudulent misrepresentation; or
14.4.3 any other matter for which it would be unenforceable or invalid to seek to limit or exclude liability.
14.5 To the extent that any of the Goods or Mobile Support Services are provided by third parties:
14.5.1 notwithstanding the provisions of clause
6, the Customer acknowledges that it must rely entirely on the guarantees and warranties which may have been given by the third party manufacturer, software or service provider to Prestige Telecom Group, which Prestige Telecom Group will endeavour to pass on to the Customer;
14.5.2 Prestige Telecom Group’s liability will be limited to such sums as it recovers from the relevant Provider; and
14.5.3 Prestige Telecom Group’s obligations shall be limited to managing the provision of such services by such third party and Prestige Telecom Group shall not be in breach of the Contract to the extent that such breach was caused, or contributed to, by the act or omission of such third party (and Prestige Telecom Group shall be entitled to make a reasonable additional charge for any additional services it provides to rectify the effects of the act or omission).
14.6 This clause 14 shall survive termination of the Contract.
15 Term and termination
15.1 The Contract shall commence on the Effective Date and shall continue until:
15.1.1 the Provider Agreement is terminated for any reason, whereupon the Contract shall automatically terminate. Where there is more than one Provider Agreement, the Contract shall only terminate in respect of the terminated Provider Agreement and the Goods and Mobile Support Services supplied in relation thereto, and shall continue in respect of any continuing Provider Agreement; or
15.1.2 terminated pursuant to clause 15.2 or 20.2.
15.2 Without limiting its other rights or remedies:
15.2.1 Prestige Telecom Group may terminate the Contract with immediate effect by giving Notice to the Customer if the Customer fails to pay any amount due under the Contract (and which has not been disputed in accordance with clause 12.8.2) on the due date for payment and remains in default no less than 30 days after being notified in writing to make such payment;
15.2.2 a party may terminate the Contract with immediate effect by giving Notice to the other party if:
(a) the other party commits a material breach of its obligations under the Contract and (if such breach is remediable) fails to remedy that breach within 30 days after being notified in writing to do so;
(b) the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company or limited liability partnership) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986 or (being a partnership) has any partner to whom any of the foregoing apply;
(c) the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than (where a company) for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
(d) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the other party (being a company) other than for the sole purpose of a scheme for a solvent amalgamation of the other party with one or more other companies or the solvent reconstruction of that other party;
(e) the other party (being an individual) is the subject of a bankruptcy petition or order;
(f) a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days;
(g) an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the other party (being a company);
(h) the holder of a qualifying charge over the assets of the other party (being a company) has become entitled to appoint or has appointed an administrative receiver;
(i) a floating charge holder over the assets of the other party has become entitled to appoint or has appointed an administrative receiver;
(j) a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;
(k) any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clauses (b) to (j) (inclusive);
(l) the other party suspends, threatens to suspend, ceases or threatens to cease to carry on, all or substantially the whole of its business; or
(m) the other party’s financial position deteriorates to such an extent that in Prestige Telecom Group’s opinion the Customer’s capability to adequately
fulfil its obligations under the Contract or Provider Agreement has been placed in jeopardy.
16 Consequences of termination
16.1 On termination of all or part of the Contract for any reason:
16.1.1 Prestige Telecom Group will issue an invoice to the Customer (Closing Invoice) in respect of:
(a) any Goods and Mobile Support Services supplied but not yet invoiced in full; and
(b) where applicable for Large Business Customers, the Investment Recovery Charge.
16.1.2 the Closing Invoice will be payable by the Customer immediately on receipt;
16.1.3 all payments payable to Prestige Telecom Group by the Customer under this Contract shall become immediately due and payable;
16.1.4 in respect of Large Business Customers, any remaining Investment (either accrued to the date of termination or which would have accrued to the end of the Minimum Term had the Contract not been terminated) shall be forfeited in full to Prestige Telecom Group;
16.1.5 in respect of Small Business Customers and Not-for-profit Customers, any remaining Investment (either accrued to the date of termination or which would have accrued to the end of the Minimum Term had the Contract not been terminated) shall be forfeited in full to Prestige Telecom Group unless the Customer provides to Prestige Telecom Group by email to accounts@Prestigetelecomgroup.co.uk within 3 months of termination of the relevant Contract satisfactory evidence of payment in full to the Provider of all Provider Recovery Charges, following receipt of which Prestige Telecom Group shall pay such remaining Investment to the Customer;
16.1.6 where any Goods are to be returned to Prestige Telecom Group, the Customer shall upon request promptly (and in any case within 14 days of Prestige Telecom Group’s written request) pay to Prestige Telecom Group a handling fee (as set out in the Price Guide from time to time) in respect of each unit of Goods;
16.1.7 the accrued rights and remedies of the parties as at termination shall not be affected, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry; and
16.1.8 the following clauses shall continue in force: clause 2 (Interpretation), clause 14 (Liability), clause 16 (Consequences of termination), clause 18 (Data protection), clause 20.1 (Intellectual property), clause 20.4 (Confidentiality), clause 20.5 (Entire agreement), clause 20.7 (Waiver) and clause 20.12 (Governing law and jurisdiction).
16.2 Without limiting its other rights or remedies, Prestige Telecom Group may suspend provision of Goods and/or Mobile Support Services under the Contract or any other contract between Prestige Telecom Group and the Customer if the Customer becomes subject to any of the events listed in clauses 15.2.2(b) to 15.2.2(k), or if the Customer fails to pay any amount due under the Contract or any Provider Agreement on the due date for payment.
17 Complaints
If the Customer wishes to make a complaint about the Mobile Support Services, the Customer must follow the Prestige Telecom Group Complaints Procedure https://prestigetelecomgroup.co.uk/complaints-policy/ (or any other online address that Prestige Telecom Group advises the Customer of).
18 Data protection
18.1 Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 18 is in addition to, and does not relieve, remove or replace, a party’s obligations under the Data Protection Legislation.
18.2 The parties acknowledge that for the purposes of the Data Protection Legislation, Prestige Telecom Group is the Controller in limited circumstances, including:
18.2.1 processing traffic data for the purposes of calculating Charges and understanding communication flow through the Network;
18.2.2 administering and managing our relationship in regard to Mobile Support Services and the Contract,
in which case, Prestige Telecom Group shall carry out processing in accordance with its Privacy Policy.
18.3 Subject to clause 18.2, the parties acknowledge that for the purposes of the Data Protection Legislation, the Customer is the Controller and Prestige Telecom Group is the Processor when providing the Customer with Goods and Mobile Support Services pursuant to the Contract.
18.4 The following table sets out the scope, nature and purpose of processing by Prestige Telecom Group, the types of Personal Data and categories of Data Subject being processed for the purposes of the Contract:
18.5 Without prejudice to the generality of clause 18.1, the Customer will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer and processing of any Personal Data to and by Prestige Telecom Group for the duration and purposes of the Contract, and will transfer to Prestige Telecom Group only the Personal Data that Prestige Telecom Group requires in order to perform its obligations under the Contract.
18.6 Without prejudice to the generality of clause 18.1, Prestige Telecom Group shall, in relation to any Personal Data processed by Prestige Telecom Group as Processor in connection with the Contract:
18.6.1 process the Personal Data only in accordance with the Contract or on the documented instructions of the Customer unless Prestige Telecom Group is required by Applicable Law to otherwise process that Personal Data. Where Prestige Telecom Group is relying on Applicable Law as the basis for processing Personal Data, Prestige Telecom Group shall notify the Customer of this before performing the processing required by the Applicable Law unless that Applicable Law prohibits Prestige Telecom Group from so notifying the Customer. Prestige Telecom Group shall inform the Customer if, in the opinion of Prestige Telecom Group, any of its instructions infringes or may infringe Data Protection Legislation;
18.6.2 ensure that it has in place appropriate technical and organisational measures to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting Personal Data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to Personal Data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it);
18.6.3 ensure that all personnel who have access to and/or process Personal Data are obliged to keep the Personal Data confidential;
18.6.4 assist the Customer, insofar as this is possible (taking into account the nature of processing and the information available to Prestige Telecom Group), at the Customer’s cost and written request, in responding to any request from a Data Subject and in ensuring compliance with the Customers obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
18.6.5 notify the Customer without undue delay on becoming aware of a Personal Data Breach;
18.6.6 at the written direction of the Customer, delete or return Personal Data and copies thereof to the Customer on termination of the Contract unless required by Applicable Law to store the Personal Data. For the purposes of this clause 18.6.6, Personal Data shall be considered deleted where it is put beyond further use by Prestige Telecom Group; and
18.6.7 maintain records to demonstrate its compliance with this clause 18 and allow for the Customer or the Customer’s designated auditors to review, audit and inspect such records for the purposes of verifying such compliance.
18.7 The Customer hereby provides its prior, general authorisation for Prestige Telecom Group to:
18.7.1 appoint third-party processors of Personal Data (Sub-Processors). Prestige Telecom Group shall inform the Customer of any intended changes concerning the addition or replacement of the Sub-Processors. If the Customer objects it shall give written notice to Prestige Telecom Group within 10 days of notice of any such additional or replacement Sub-Processor, which includes a description of the objection including if the objection is due to an actual or likely breach of Data Protection Legislation. On Prestige Telecom Group’s receipt of the objection, the parties shall attempt in good faith to resolve the objection. If the parties are unable to resolve the objection within 30 days from the Customer’s objection then Prestige Telecom Group may either: (i) continue the Contract without appointing the new or replacement Sub-processor; or (ii) terminate the Contract, without liability to the Customer. Prestige Telecom Group confirms that it has entered or (as the case may be) will enter with each Sub-Processor into a written agreement incorporating terms which are substantially similar to those set out in this clause 18. As between the Customer and Prestige Telecom Group, Prestige Telecom Group shall remain fully liable for all acts or omissions of any Sub- Processor appointed by it pursuant to this clause 18.7.1; and
18.7.2 transfer Personal Data outside of the UK or EEA as required for the purposes as described in clause 18.4, provided that Prestige Telecom Group ensures that all such transfers are effected in accordance with Data Protection Legislation.
18.8 Prestige Telecom Group may, at any time on not less than 30 days’ notice (pursuant to clause 20.6.2), revise this clause 18 (in whole or part) or update, amend and/or enhance the data protection provisions of this Contract (in whole or part) to incorporate any applicable controller to processor standard clauses or similar terms in each case adopted under the Data Protection Legislation or forming part of an applicable approved certification scheme under Data Protection Legislation or otherwise to comply with Data Protection Legislation.
19 Anti-bribery
Each party will comply in all respects with the Bribery Act 2010 and other relevant Applicable Law, regulations and sanctions relating to anti-bribery and anti-corruption. Each party will maintain adequate procedures designed to prevent bribery and
20.6 Variation
document or information issued by Prestige Telecom Group shall be subject to correction without any liability on the part of Prestige Telecom Group.
appropriate anti-bribery and corruption policies and procedures.
20 General
20.1 Intellectual property
All Intellectual Property Rights in or arising out of or in connection with the Mobile Support Services shall be owned by Prestige Telecom Group or its licensors.
20.2 Force majeure
Neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure result from a Force Majeure Event. If the period of delay or non-performance continues for 2 months, the party not affected may terminate the Contract immediately by giving Notice to the affected party.
20.3 Assignment and other dealings
20.3.1 Prestige Telecom Group may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights under the Contract and may subcontract or delegate in any manner any or all of its obligations under the Contract to any third party.
20.3.2 The Customer shall not, without the prior written consent of Prestige Telecom Group (such consent not to be unreasonably withheld or delayed), assign, transfer, charge, subcontract, declare a trust over or deal in any other manner with all or any of its rights or obligations under the Contract.
20.4 Confidentiality
20.4.1 Each party undertakes that it shall not at any time during the Contract, and for a period of two years after termination of the Contract, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by clause 20.4.2.
20.4.2 Each party may disclose the other party’s confidential information:
(a) to its employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of carrying out the party’s obligations under the Contract. Each party shall ensure that its employees, officers, representatives, subcontractors or advisers to whom it discloses the other party’s confidential information comply with this clause 20.4; and
(b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
20.4.3 The provisions of this clause 20.4 shall continue in force in accordance with their terms, notwithstanding the termination of the Contract for any reason.
20.5 Entire agreement
20.5.1 The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
20.5.2 The Customer acknowledges that it has not relied on, and shall have no remedies in respect of, any statement, promise, representation, assurance or warranty made or given (whether innocently or negligently) by or on behalf of Prestige Telecom Group that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.
20.5.3 Any samples, drawings, descriptive matter or advertising issued by Prestige Telecom Group and any illustrations or descriptions of the Goods or the Mobile Support Services on Prestige Telecom Group’s website are issued or published for the sole purpose of giving an approximate idea of the Goods and/or Mobile Support Services described in them. They shall not form part of the Contract or have any contractual force.
20.5.4 These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
20.5.5 Prestige Telecom Group’s employees or agents are not authorised to make any representations concerning the Goods and/or Mobile Support Services unless confirmed by Prestige Telecom Group in writing. In entering into the Contract, the Customer acknowledges that it does not rely on, and waives any claim for breach of, any such representations which are not so confirmed.
20.5.6 Any typographical, clerical or other accidental errors or omissions in Order Forms and/or any sales literature, quotation, price list, invoice or other
20.6.1 The provisions in this clause
20.6 are without prejudice to the respective rights of the parties (including Prestige Telecom Group’s rights to make changes to Goods, Mobile Support Services and/or prices) as set out elsewhere in the Contract.
20.6.2 This clause 20.6.2 applies to Large Business Customers only. Prestige Telecom Group may amend the Contract at any time by publishing the updated version online at https://Prestige Telecom Group.co.uk/terms-and-conditions/ (or any other online address that Prestige Telecom Group advises the Customer of) or by giving Notice to the Customer.
20.6.3 This clause 20.6.3 applies to Small Business Customers and Not-for-profit Customers only. Prestige Telecom Group may amend the Contract at any time in the event such changes are required by Applicable Law or are administrative in nature, by publishing the updated version online at https://Prestige Telecom Group.co.uk/terms-and-conditions/ (or any other online address that Prestige Telecom Group advises the Customer of) or by giving Notice to the Customer.
20.6.4 No other variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
20.7 Waiver
A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not:
20.7.1 waive that or any other right or remedy; or
20.7.2 prevent or restrict the further exercise of that or any other right or remedy.
20.8 Severance
If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.
20.9 Notices
20.9.1 Save where specified otherwise, any notice or other communication required to be given to a party under or in connection with the Contract shall be in writing and shall be:
(a) delivered to the other party personally; or
(b) sent by prepaid post, recorded delivery or by commercial courier, at its registered office (where sent by the Customer) or the billing address set out in the Order Form (where sent by Prestige Telecom Group); or
(c) sent by email to notices@Prestige Telecom Group.co.uk (where sent by the Customer) or to the billing email address set out in the Order Form (where sent by Prestige Telecom Group),
or such other address or email address as a party may have specified to the other party in writing in accordance with this clause.
20.9.2 Any notice or other communication shall be deemed to have been duly received if delivered personally when left at such address or, if sent by prepaid post or recorded delivery at 9.00 am on the second Business Day after posting or, if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed. Notices sent by email will be deemed served one Business Day after transmission.
20.9.3 The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
20.10 Third party rights
No one other than a party to the Contract shall have any right to enforce any of its terms.
20.11 Counterparts
The Contract may be executed in any number of counterparts, each of which when executed and delivered shall constitute an original of the Contract but all the counterparts shall together constitute the same agreement.
20.12 Governing law and jurisdiction
The Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with, English law, and the parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.
