Trading Terms & Conditions

Telephone System Support Contract

  • These conditions shall govern the contract to the entire exclusion of any other express or implied conditions.
  • Information or advice given orally or contained in the Company’s publicity material, advertisements and catalogues and in any correspondence between the Company and the Customer before the start date of the Contract, is given gratuitously and without responsibility on the part of the Company, and shall not form part of this agreement unless specifically agreed in writing and signed by a duly authorised officer of the Company
  • DURATION
  • Unless the provisions of paragraphs 3.4 or 10 apply:
  • This agreement shall commence on the Start Date and continue until terminated by either party giving to the other prior written notice to be sent by recorded delivery to be received at least 42 days prior to any Valid Termination Date as defined in paragraphs 2.1.2 and 2.1.3 below.
  • Where a Minimum Period has been agreed, the first Valid Termination Date is calculated at the Start Date plus the Minimum Period. Thereafter, Valid Termination Dates occur annually on the anniversary of Start Date.
  • Where no Minimum Period has been agreed, Valid Termination Dates occur annually on the anniversary of Start Date
  • INSPECTION OF INSTALLATION
  • If the Company has not carried out the installation of the equipment covered by this agreement and detailed in Appendix I, then it shall be entitled to carry out a pre-support inspection and test of the installed equipment. The inspection shall be subject to a supplementary charge payable by the Customer prior to the commencement of cover for the equipment inspected.
  • If in the opinion of the Company the installed equipment is not of a standard which is reasonable and capable of being supported, the Company will provide the Customer with a written estimate to restore the installation to such a standard.
  • If the Customer accepts the Company’s estimate, the Company shall, without undue delay, endeavour to restore the installation to the required standard, provided that time is not of the essence in relation to the performance of this obligation.
  • If the Customer rejects the Company’s estimate then the Company may (without affecting its accrued rights) terminate this Contract with immediate effect. The Company will return any funds received in payment for support under this contract within 42 days.  The supplementary charge for the pre-support inspection remains payable in full and may be deducted from any funds returned to the Customer under the terms of this clause.
  • THE CUSTOMER’S OBLIGATIONS UNDER THIS AGREEMENT
  • The Customer agrees:
    • To pay the initial annual charge for service and support covering the equipment detailed in Appendix I on or before the Start Date of the agreement and thereafter annually on or before the anniversary of the Start Date.
    • To pay all other charges made by the Company in accordance with the provisions of this agreement by the end of the month following the date of the Company’s invoice.
    • To pay any additional payment that may become due as a result of adjustments in accordance with paragraph 5 of this agreement, any such further payment to be paid by the end of the month following the date of the Company’s invoice.
    • To provide immediate verbal notification to the Company of any fault or any repair which may be necessary, and to allow the Company’s engineers to have full, free and timely access to the equipment and provide adequate working and storage space and such other facilities as the Company’s engineers may reasonably require.
    • To ensure that the environmental conditions at the equipment location comply with all relevant statutory and other legal requirements at all times.
    • Not to permit any person other than the Company to bring into service at the site any additional equipment which is to be connected to the equipment covered by this agreement unless:
      • The Company has given its prior approval in writing, or
      • The Company has agreed to install the additional equipment but failed to do so within a period of 28 days after receipt of a written order from the Customer.
    • Not to repair, adjust or alter the equipment covered by this agreement, either temporarily or permanently, unless specifically authorised by the Company or qualified to do so by successful completion of a recognised training course relevant to the change in question.
    • To indemnify the Company against all liabilities, costs and claims of whatever nature where the Customer has allowed the equipment to be altered, adjusted or interfered with by persons other than the Company’s authorised engineers or agents, or allow additional equipment to be fitted in contravention of paragraph 4.1.6 above.
    • To pay the Company charges for any re-programming work, service visits or replacement equipment where the fault discovered is not due to fair wear and tear.
    • Not to assign the benefit of this agreement, or delegate its obligations without the previous written consent of the Company.
    • To indemnify the Company against all liabilities, costs and claims of whatever nature from third parties in the event that the Company is unable to keep the equipment in good working order due to causes within the control of the Customer.
    • Where supplementary charges are incurred for goods or services supplied outside the scope of this agreement, the Customer shall, without prejudice to the Company’s accrued rights, pay for those goods or services by the end of the month following the month in which any invoice for them is dated.
    • To provide the Company with a means of accessing the equipment remotely, via a dial-up, vpn or internet connection.
  • VAT, INTEREST AND LATE PAYMENT CHARGES
  • The annual charge and any other amounts payable under the terms of this agreement are exclusive of Value Added Tax or any other similar taxes levied or duties which will be added to or charged on invoices at the appropriate rate.
  • Time for payment of invoices is of the essence and if payment is not received within the agreed payment terms, the Company may require the Customer to pay interest at 5% per full or partial 30 day period following the due date of the invoice. If payment is not received by the due date, Spire Business Communications Limited reserve the right to charge the sum of £85 plus VAT by way of liquidated damages and as a contribution towards the additional administrative costs incurred by Spire Business Communications Limited in taking steps to secure payment.
  • ADJUSTMENT AND VARIATION OF SUPPORT CHARGES
  • The annual charge may be adjusted at any time in the event that:
    • The support service provided for the equipment is changed for any reason. The annual charge may then be adjusted to the appropriate rate for the revised service in accordance with the Company’s support charges in force at the relevant time.
    • Any change is made to the requirements of the network operator affecting the provision of the support service. In that event the annual charge shall be adjusted by such amount as is reasonable in the opinion of the Company.
    • The Customer requests that additional equipment be made the subject of this agreement and the Company agrees to maintain that equipment.
    • The Company gives at least 30 days prior written notice to the Customer of an increase in the annual charge. Such adjustments shall not be made at intervals more frequently than once in any twelve-month period
  • THE COMPANY’S OBLIGATIONS
  • Subject to the conditions set out below and subject to the payment of the annual charge by the Customer, the Company shall during the term of this agreement carry out in the manner set out in Appendix II such repair and replacement work resulting from fair wear and tear and/or faulty workmanship or faulty materials as is necessary to maintain the equipment listed in Appendix I in efficient working order.
  • The obligations of the Company will be subject to the following conditions:
    • The Company shall be under no liability in respect of:
      • Making good defects in electricity supply, non- Spire Business Communications Limited network service and connections, and/or host systems.
      • Any failure or defective working of the equipment due to any fault, failure or change in the electricity supply, non- Spire Business Communications Limited service and connections, and/or host systems.
      • Any failure or defective working of the equipment caused directly or indirectly by any meteorological conditions including electrical storms.

The Customer shall have duly notified the Company of such fault or necessary repair in accordance with paragraph 4.1.4 of this agreement.

  • At the request and expense of the Customer, and subject to the absolute discretion and time-scales of the Company, additional work, repair, replacement or support that is not covered under the Company’s obligations at paragraph 7.1 may be agreed to.
  • PERFORMANCE
  • Subject to the provisions of this agreement, the Company warrants that it will exercise reasonable care and skill in the performance of its obligations under this agreement.
  • Except as provided for in paragraph 7 and of this agreement:
    • All conditions and warranties, express or implied, as to the quality of the service to be provided by the Company or the quality or fitness for purpose of any materials used by the Company are hereby expressly excluded, and
    • The Company shall be under no liability for any loss or damage, whether direct, indirect or consequential, howsoever arising which may be suffered by the Customer.
  • The Customer acknowledges that the annual charge and other charges payable are calculated on the basis that the above Conditions will apply and that it has been put on notice by the Company that it should insure itself against losses in respect of which the Company’s liability is excluded under this agreement.
  • The foregoing provision of this condition shall not apply to services provided to persons who deal as consumers (as that expression is so defined in Section 12 of the Unfair Contract Terms Act 1977) unless the contract is an international supply contract (as defined in Section 26 of that Act).
  • FORCE MAJEURE

The Company shall have the right to cancel or temporarily suspend the provision of the support service if it is prevented from or hindered in providing the service through any circumstances beyond its control including (but not limited to) industrial action, war, fire or prohibition or enactment of any kind, without incurring any liability for any loss or damage whatsoever as a result.

  • DEFAULT AND TERMINATION
  • The Company shall have the right at any time, by giving notice in writing to the Customer, to terminate this agreement with immediate effect in any of the following circumstances:
    • If the Customer commits a breach of any of the terms and conditions of this Agreement and fails to remedy the same within 10 days of written notice requiring it to do so.
    • If the Customer being a company enters into liquidation (whether compulsory or voluntary) or Administration or Administrative Receivership or, being an individual, is made the subject of a bankruptcy order or in either case compounds with its creditors or has as Receiver appointed of all or any part of its assets, or takes or suffers any similar action in consequence of debt or in either case suffers any analogous procedure under the law of any jurisdiction.
  • GOVERNING LAW

This agreement is governed by the laws of England and Wales (to which jurisdiction the Customer irrevocably submits), and the English courts shall have the exclusive jurisdiction to resolve any disputes arising out of it.

Sales Agreement

SPIRE BUSINESS COMMUNICATIONS LIMITED (SPIRE) Terms & Conditions
Version 02/May 2012

“Act” means the Telecommunications Act 1984 and amendments to the Act that may be made from time to time. “Agreement” means this agreement between the Customer and SPIRE entered into on the date set out overleaf and/or otherwise on an order form and/or service schedule (“Order Form”) and/or otherwise in a welcome letter (“Welcome Letter”) confirming the order details. “AO” means British Telecommunications plc. “AP” means an alternative provider of services (not being SPIRE) who has provided before or will provide (in the future) by your express written instruction services in place of (in whole or in part) the Services. “Customer”, means the person, firm or corporation specified overleaf and/or otherwise in the Letter. “Service” means the provision of all or any of voice, data, internet, line rental and/or other network services to the exchange lines with the Calling Line Identities (“CLIs”) indicated overleaf or otherwise provided to SPIRE by the Customer and confirmed in the Welcome Letter as the same may be amended by agreement between SPIRE and the Customer from time to time and confirmed in Welcome Letter(s) by SPIRE to the Customer. “CPS” means Carrier Pre-selection as a method of providing access to the Service over telephone lines provided by the AO. “LEL” means the local exchange line from the Customer’s premises, which SPIRE takes over and operates instead of the AO. “Minimum Contract Term” means the initial minimum term stated overleaf and/or in the Welcome Letter for the provision of Services and payment in respect thereof. Minimum Contract Value means the estimated monthly spend as shown overleaf which the Customer has agreed to spend with SPIRE for each month commencing from the Effective Date and for the duration of Minimum Contract Term.

1. The Service

SPIRE shall provide to the Customer the Service and LEL as requested and SPIRE shall exercise appropriate and reasonable care in the provision, operation and maintenance of the Service and LEL. Other than through (or in addition to) the LEL, access to the Service shall be by, at SPIRE’s sole option programming of Customer Premise Equipment (“CPE”), or by SPIRE authorising with the AO the implementation of CPS and the Customer herein irrevocably authorises SPIRE to sign on behalf of the Customer all and any authorisations with a third party telecommunications operator for the purposes of CPS access. If SPIRE separately agrees in writing, it shall also enable suitable by-pass to its Service by the Customer with the dialing or input of a simple by-pass code in front of the target- dialed number. SPIRE shall provide the LEL (if agreed) as soon as possible but shall not be responsible for any delay to provisioning the LEL or faults caused to the LEL or Services, where the same has been caused by any third party telecommunications operator.

2. Duration

This Agreement shall come into full force and effect from the earliest date of either written acceptance by SPIRE, or when SPIRE commence the provision of the Service or the LEL or otherwise when SPIRE advise the Customer of Service or LEL provision (“Effective Date”) and shall continue from the Effective Date for the agreed Minimum Contract Term as stated overleaf and/or as confirmed in the Welcome Letter and the Customer shall use the Services set out in the Order Form or Welcome Letter (as applicable) for the Minimum Contract Term and shall (if applicable) achieve the Minimum Contract Value for the duration of the Minimum Contract Term. This Agreement shall be capable of termination if prior to the end of the Minimum Contract Term either party shall have given to the other not less than 30 days prior written notice of termination, such notice to expire at the end of the Minimum Contract Term failing which this Agreement shall automatically continue for subsequent periods of equal to the Minimum Contract Term up to a maximum of 12 months for each renewal period (“Renewal Term”). None of the foregoing shall prejudice either party’s rights to terminate this Agreement during the Minimum Contract Term or the Renewal Term if such termination is being exercised in accordance with the provisions of Clause 8 (below).

3. Use of the Services and LEL

(a) The Customer shall be responsible for the safe custody and safe use of the Services and the LEL and any related equipment after installation of the Service and, without prejudice to the generality of the foregoing, the Customer agrees and undertakes:

(1) to use the Service and LEL in accordance with such conditions as may be notified to it in writing by SPIRE from time to time; and

(2) not cause any attachments other than those approved for connection under the Act to be connected to the Service and LEL; and

(3) not to contravene the Act or any other relevant regulations or licenses; and

(4) not to use the Service and/or LEL as a means of communication for a purpose other than for which the Service and LEL is provided and as may be set out from time to time in SPIRE’s Service literature, a copy of which is available upon request by the Customer. (where expressly agreed in writing with the Customer, SPIRE will provide the Customer with the maximum notice practicable should there be any change to SPIRE’s Service literature and SPIRE agrees not to make any such change as would materially affect the parties’ obligations); and

(5) not to use the Service and LEL for the transmission of any material which is intended to be a hoax call to emergency services and is of a defamatory, offensive, abusive, obscene or menacing character; and

(6) not to use the Service and LEL in a manner which constitutes a violation or infringement of the rights of any other party; and

(7) to maintain its telecommunications apparatus at all times during the period of this Agreement in good working order and in conformation with the relevant standard or approval for the time being designated under section 22 of the Act; and

(8) to provide SPIRE with all such information as it reasonably requests relating to the Customer’s telecommunications apparatus; and

(b) The Customer shall indemnify SPIRE against all liabilities, claims, damages, losses and expenses (including legal expenses) on a full indemnity basis, arising directly or indirectly from any breach of the undertakings contained in Clause 3(a) above.

4. Access to Premises and Provision of Information

To enable SPIRE to exercise it’s obligations under this Agreement:

(1) the Customer shall procure permission for SPIRE and any other person(s) authorised by SPIRE to have reasonable access to its premises and the Service’s connection points and shall provide such reasonable assistance as SPIRE requests including authority for SPIRE to deal with the Operator on the Customer’s behalf; and

(2) SPIRE will normally carry out work by appointment and during Normal Working Hours, but may request the Customer to provide access at all other times, but such request shall not oblige the Customer to provide such access; and

(3) at the Customer’s request, SPIRE may agree in writing to work outside Normal Working Hours and the Customer shall pay SPIRE’s reasonable charges for complying with such a request.

(b) The Customer shall herein give SPIRE or it’s authorised agents full authority to act on the Customer’s behalf (and shall confirm in writing or otherwise with any third party at SPIRE’s request) to represent the Customer with any third party service provider and Operator in respect of agreeing on the Customer’s behalf access to the Service through CPS and/or LEL (or any other access device), including obtaining from any such Operator the Customer’s consent to release of any information concerning the services taken by the Customer from such Operator.

(c) If the Customer requests maintenance or repair work of which is found to be unnecessary the Customer may be charged for the work and the costs incurred (including where the Customer has damaged or otherwise damage has been caused to the Equipment).

5. Suspension of Service

(a) SPIRE may at its sole discretion upon giving the Customer 7 days notice elect to suspend forthwith provision of the Service and LEL until further notice (without compensation and without prejudice to SPIRE’s right to terminate this Agreement at a later date) upon notifying the Customer either orally (confirming such notification in writing) or in writing in the event that;

(1) the Customer is in breach of a material term of this Agreement including for the purposes of this Agreement, its failure to pay monies due to SPIRE or any third party to which payment of any monies is otherwise due to SPIRE (where payment of such monies has been assigned by SPIRE or otherwise SPIRE has appointed such third party to act as its agent in respect of the collection thereof); or

(2) SPIRE is obliged to comply with an order, instruction or request of the Government, an emergency services organisation or other competent administrative authorities.

(b) The Customer shall reimburse SPIRE for all reasonable costs and expenses incurred by the implementation of such suspension and/or the recommencement of the provision of the Service and LEL as appropriate, but only where the suspension was implemented as a consequence of a breach, fault or omission on the part of the Customer. Any suspension of this Agreement shall not stop the Customer from paying SPIRE the Minimum Contract Value for the period of suspension.

6. Liability

Nothing in this Agreement shall exclude, limit or restrict SPIRE’s liability for the death or personal injury resulting from the negligence of SPIRE or of its employees whilst acting in the course of their employment.

(b) In the event that the Service and/or LEL fails to operate and the Customer diverts traffic to another carrier, SPIRE will not be responsible for that carrier’s charges.

(c) Without prejudice to the provisions of Clauses 2 (in respect of the Customer’s liability) and 6(a) above, neither party shall be liable to the other, in contract, tort or otherwise (including negligence) for any loss of business, contracts, anticipated savings or profits or for any other indirect or consequential loss whatsoever or howsoever arising.

(d) Without prejudice to the provisions of Clause 6(a), SPIRE’s entire liability in contract, tort or otherwise arising out of or in connection with the performance of its obligations under this Agreement shall be limited to £2,000 for any one incident or £5,000 for any series of incidents in any twelve-month period. Notwithstanding the foregoing, SPIRE’s total liability to the Customer shall, in respect of claims relating to any failure of the Services connected to any AO and/or AP be no more than SPIRE receives from such AO and/or AP as a consequence of such failure.

(e) Neither party shall be liable to the other for any loss or damage which may be suffered by the other party due to any cause beyond the first party’s reasonable control including without limitation any act of God, inclement weather, failure or shortage of power supplies, flood, drought, lightening or fire, third party supplier, Operator, strike, lock-out, trade dispute or labour disturbance, any act or omission of Government, highways authorities, or other competent authorities.

7. Charges and Payment

The Customer shall be invoiced monthly by SPIRE or any third party who has been assigned the right to receive such monies by SPIRE, or otherwise acts as an agent of SPIRE in the collection of such monies and agrees to pay all charges within 14 days of the date of the relevant invoice, unless otherwise agreed in writing by SPIRE. The charges shall be such charges as are set out in the relevant Schedule or service literature as may be varied by SPIRE from time to time (including all ancillary costs). The Customer shall also pay any aborted visit fees in respect of any new installations and/or otherwise the costs of any cancelled installation and/or LEL if the same is cancelled prior to the expiry of the any Minimum Contract Term. The Customer also expressly agrees and understands that they are responsible for any costs associated with the termination of any services that the Customer has by any agreement entered into between the Customer and an AO and/or AP, which costs and charges are not the responsibility of SPIRE by SPIRE having agreed to provide any Services to the Customer in place of or in addition to such AO and/or AP. The Customer shall be invoiced monthly in arrears, unless otherwise agreed herein, monthly in advance or both, dependant on the nature of the Service and LEL agreed with SPIRE. Time of payment to SPIRE (or any third party as aforesaid) shall be of the essence.

The Customer shall have no right to withhold, offset or deduct any payment whatsoever that is invoiced and due to SPIRE, or any third party (as aforesaid) and SPIRE reserves the right to charge daily interest on all amounts outstanding 14 days after the date of invoice until payment in full is received, at a rate equal to 4 percent per annum above Barclays Bank plc Base Lending Rate as current from time to time, whether before or after judgment. Interest shall continue to accrue notwithstanding termination or suspension of this Agreement. Without prejudice to the provisions contained elsewhere in this Agreement, any dispute in respect of an invoice must be made within 5 business days of the date of the relevant invoice failing which no dispute shall be considered by SPIRE and in any event such a dispute shall be made in good faith by the Customer.

In the event that this Agreement is terminated for whatever reason and all sums are not paid to SPIRE (or any third party as aforesaid), in accordance with the terms hereof, SPIRE herein reserves the right to charge the Customer for its administration and legal charges up to and prior to commencing any legal proceedings at the rate of £100 per hour of time spent chasing the overdue amounts. All sums referred to in this Agreement are exclusive of Value Added Tax and any taxes of a similar nature which may from time to time be introduced.

8. Termination

(a) Notwithstanding anything to the contrary expressed or implied elsewhere in this Agreement, the relevant party (as defined below) and without prejudice to its other rights may terminate this Agreement forthwith in the event that:

(1) SPIRE only may terminate this Agreement if a liquidator (other than that for the purpose of amalgamation or reconstruction), trustee in bankruptcy, administrator, receiver or receiver and manager (whether voluntary or not) is appointed in respect of the whole or part of the assets and/or undertaking of the Customer or the Customer enters into an arrangement or composition with its creditors, or if the Customer becomes unable to pay its debts within the meaning of s123 of the Insolvency Act 1986, or other circumstances arise which entitle a court or creditor to appoint a receiver or administrator or to make a winding up order; or

(2) SPIRE only may terminate this Agreement if the Customer fails to make any payment when due; or

(3) Either party may terminate this Agreement if the other party is in breach of a material term of this Agreement and, where such term is capable of remedy, fails to remedy it (having been given written notice of that breach) within seven days of the date of such notice. In the event that SPIRE fails to remedy such breach as aforesaid, the Customer may only terminate the Agreement or any or all of the Services having first notified SPIRE in writing of it’s intention to terminate such Services.

(b) Notwithstanding anything to the contrary expressed or implied in this Agreement SPIRE (without prejudice to their other rights), may terminate this Agreement forthwith in the event that any license under which the Customer has any right to run its telecommunication system and connect it to the Service and LEL is revoked, amended or otherwise ceases to be valid or otherwise any payment due hereunder to SPIRE (or any third party as aforesaid) is due and owing.

(c) As a consequence of termination, where SPIRE has implemented Service with the installation/connection of external routing hardware, this hardware must be returned to an address nominated by SPIRE on termination of its Service whether this termination be instigated by the Customer, SPIRE or other extraneous circumstance. Where hardware requires de-installation by an engineer to enable its recovery this de-installation shall be arranged by SPIRE at no charge to the Customer. SPIRE however retains the right to charge the Customer for any routing hardware misplaced, damaged through negligence or uncollectable for any reason at a cost equal to its purchase price by SPIRE.

(d) Where SPIRE has made arrangement via it’s engineers for the de- installation of external routing hardware and site attendance has been agreed in advance by the Customer with engineers for a specific day, SPIRE reserves the right to charge for any abortive visit cost incurred, in the event of failure of the engineer to perform the de-installation due to the Customer.

(e) For termination as detailed in 8(d) but where SPIRE has implemented Service with the programming of CPE SPIRE shall de-provision with it’s supplier(s) any CLI(s) associated with it’s Service to cause cessation. It will be the responsibility of the Customer to arrange for the replacement of any network access code programmed into the equipment to allow subsequent usage of any other AP or in fact removal of such network access code.

(f) Where termination of the SPIRE Service requires cancellation of the CPS facility, SPIRE shall undertake this process with the AO and the appropriate CPS Operator (“CPSO”) on behalf of the Customer, unless requested otherwise by the Customer (including where the Customer has advised SPIRE in writing that instruction to remove the Services (or any part of them) has been given directly to the AO by the Customer. SPIRE will cease with the CPSO any active CLIs from which calls are routing using CPS. In such circumstances SPIRE will communicate to the Customer the relevant by-pass code to enable outgoing calls to be made using the AO network during the time required by the AO to process the order submission for CPS cancellation. Where Service is provided with LEL, SPIRE will co-ordinate with the AO the cessation of SPIRE being the provider of the LEL, but shall not be liable for any delay or lack of access to communications as a consequence of the same.

(g) The Customer shall be liable to pay the Minimum Contract Value for the remainder of the Minimum Contract Term forthwith upon termination of this Agreement. The Minimum Contract Value shall be for all Services the sums forecast by SPIRE for the remainder of the Minimum Contract Term (having regard to the previous average billing from SPIRE for such Services prior to termination). All of the foregoing sums shall (and where there is a conflict between this clause 8(g) and clause 7, this clause 8(g) shall prevail) be invoiced in one final single sum (for the Minimum Contract Value), which sum will be due in full immediately upon SPIRE’s invoicing the Customer in respect of the same. For the avoidance of doubt in the event that the Customer fails to use the Services as anticipated by this Agreement, and notwithstanding SPIRE’s right to regard such failure as a repudiatory breach of this Agreement, SPIRE reserves the right to charge the Customer the Minimum Contract Value (if one is stated) or in the absence of the foregoing the monthly average of the spend for the Services from the Effective Date to the diminution in use of the Services for the remainder of the Minimum Contract Term (“Average Spend Charge”). Without prejudice to SPIRE’s right to regard any termination or material diminution in use of the Services by the Customer as a material breach [which the parties agree would be a material breach of this Agreement save where this Agreement or the Services are terminated by the Customer pursuant to SPIRE’s breach under clause 8(a)(iii)], SPIRE also reserves the right (but shall not be obliged) to re-instate Services where an AP is appointed in circumstances where SPIRE has not received prior written consent from the Customer directly to SPIRE to such transfer to an AP.

(h) Where this Agreement is terminated, SPIRE shall issue an invoice in respect of all sums due prior to and up to the date of termination (including the Minimum Contract Value or the Average Spend Charge, as applicable), including all sums referred to in this Agreement which may be due as a consequence of such termination and all sums outstanding (whether newly invoiced or not) shall be immediately due and payable by the Customer (save for Clause 8 (f) above, to SPIRE or any third party as aforesaid).

9. General

SPIRE may, but the Customer shall not (without the prior written consent of SPIRE), assign or delegate or otherwise deal with all or any of its rights and obligations under the Agreement.

This Agreement represents the entire understanding between the parties in relation to the subject matter hereof and supersedes all other agreements and representations made by either party, whether oral or written and this Agreement may only be modified if such modification is in writing and signed by a duly authorised representative of each party thereto.

SPIRE may freely assign this Agreement, in whole or in part. This Agreement shall not be assigned, whether voluntarily, by operation of law, or otherwise, this Agreement without SPIRE’s prior written consent [, which shall not be unreasonably withheld and for which no additional consideration shall be necessary]. Any attempt by the Customer to assign this Agreement in violation of this provision will be void and of no effect. This Agreement shall bind and insure to the benefit of the parties and their respective successors and permitted assigns.

Failure by either party to exercise or enforce any right conferred by this Agreement shall not be deemed to be a waiver of any such right nor operate so as to bar the exercise or enforcement thereof or of any other right on any later occasion. By signing the form overleaf, or otherwise taking the Service, the Customer thereby agrees to the total exclusion of all its terms and conditions of business from this Agreement.

Any notice, invoice or other document which may be given by SPIRE under this Agreement shall be deemed to have been duly given if left at or sent by post to an address to which notices, invoices or other documents may have been sent, or the Customer’s usual or last known place of abode or business, or if the Customer is a limited company, its registered office. SPIRE’s address for the service of any notice by the Customer under this Agreement shall be such address as is shown on the last invoice rendered to the Customer or such address as SPIRE may prescribe for that purpose.

This Agreement shall be governed by and construed and interpreted in accordance with English Law and the parties hereby submit to the exclusive jurisdiction of the English Courts. Those provisions of a continuing nature under this Agreement (including Clauses 6 and 7 above), shall continue to apply notwithstanding the termination or expiry of this Agreement for any reason whatsoever.

10. Product Specific Terms & Conditions

Please note for certain product or services additional Terms & Conditions may apply. A copy of these are available from www.spirecom.com or by calling 0800 0210100

Privacy Policy

(Version 1.0, May 2018)
When you use our Website, we collect and process personal data about you. This document helps you understand what personal information we collect about you, how we collect it, what we use it for, and what rights you have regarding your personal data.
When we talk about “Spire,” “we,” “us” or “our,” we mean Spire Business Communications Limited and our associated companies. We also use “Policy” to refer to this Privacy Policy and “Website” to refer to our applications and all of Spire’s websites, like www.spirecom.com etc.
Spire Business Communications Limited is the entity responsible for processing your personal data.
1  Personal data – what we collect and what we use it for
1.1  Master data
When you request information of our products and services we will automatically generate a personal account for you on our internal ‘CRM software’ Customer Relationship Management software and collect the following personal data about you (the “Master Data”):
• Your name.
• Your email address.
• The name of the company you work for.
• Your contact telephone number.
This information is mandatory, which means that it will not be possible to send you details of the service or product you have requested without it.
You can choose to add further personal data to your profile. The additional data you can add is your company name, company sector, number of employees in the business and when you may be considering implementing these services or products. This additional information will be part of the initial questionnaire and will also be part of the Master Data.
1.2  Information in reviews and ratings
When you write a review about Spire and post it on our Website, we collect the information you put in your review. This includes:
• Which company you review ie Spire Communications or Spire Business Management Services.
• The type of service experiences your review concerns.
• The headline and content of your review
• Your rating of your Service Experience with the company (1-5 stars)
• The date of your review and, if you update your review, the date on which it is edited
• A reference number or order ID (if you or the company provides one)
Please don’t share any sensitive personal documents or information with us, either concerning yourself or others.
1.3  Cookies
Our Website uses cookies. Cookies identify your computer or device rather than you as an individual user, and are used for different purposes.
Read more about which cookies the Website uses and for which purposes below (in 8).
1.4  Your IP address, browser settings and location
When you visit the Website, we register your computer’s IP address and browser settings. The IP address is the numerical address of the computer used to visit the Website. Browser settings can include the type of browser you use, browser language, and time zone. We collect this information so that we can trace the computer used in cases of misuse or unlawful actions in connection with visits to or use of the Website. We also use the IP address to approximate your location (at city level) and so that we know which sets of our Terms & Conditions apply to your use of our Website.
1.5  Newsletters and digest emails
We collect the information you provide us with when you subscribe to receive our newsletters, digest emails or similar (we collect your name, email address and newsletter preferences). If you no longer wish to receive our newsletters, digest emails or similar, you can unsubscribe by following the instructions within the correspondence we send to you.
1.6  For what purposes do we use your personal information?
We will use the information you provide to us to:
• Provide our services to you, including displaying your reviews, and providing you with access to your profile and our Website
• Identify you as a registered user when you log in to the Website and re-visit the Website
• Verify the legitimacy of your reviews
• Improve the Website and our services
• Invite you to leave more reviews
• Respond to your questions and provide related customer service
• Pass on a message from the company you reviewed via the Website
• Contact you if your review is flagged by other users or companies and, if necessary, ask you to provide documentation to verify your review or experience
• Send you our newsletters
• Inform you when other users find your review helpful or otherwise provide feedback concerning your review
• Engage in various internal business purposes, i.e data analysis, audits, fraud monitoring and prevention, developing new products and services, improving or modifying the Website, , identifying usage trends, determining the effectiveness of our promotional campaigns and operating and expanding our business activities
• Comply with legal requirements and legal process, requests from public and governmental authorities, relevant industry standards and our internal policies
• Enforce our Terms and Conditions.
• Protect our operations or those of any of our affiliates
• Protect our rights, privacy, safety or property and/or that of our affiliates, you or others
• Allow us to pursue available remedies or limit any damages that we sustain
We will also use the information in other ways for which we provide specific notice at the time of collection.
1.7  On what legal basis do we process your personal data?
We need to process your personal information in order to:
• Perform our contract with you (see Article 6.1.b of the GDPR)
• Comply with our legal obligations (see Article 6.1.c of the GDPR) and operate an online review platform in compliance with, for example, the Unfair Commercial Practices Directive, ICPEN’s guidelines on online reviews and endorsements, The Consumer Protection from Unfair Trading Regulations 2008, The Competition and Markets Authority’s guidance on online reviews and endorsements, the Danish Consumer Ombudsman’s Guidelines on publication of user reviews, the Danish Marketing Practices Act etc.
• Pursue legitimate business interests of our own related to operating the Website and providing our services to you, or to pursue the legitimate interests of third parties as long as your interests and fundamental rights do not override those interests (see Article 6.1.f of the GDPR).
• For the establishment, exercise or defence of legal claims, where necessary (see Article 9.2.f of the GDPR)
Some of these grounds for processing your personal data overlap, so there may be several reasons which justify us processing your personal information.
In those limited circumstances where you have expressly given your consent to us to process your personal data (see Article 6.1.a of the GDPR), for example, when subscribing to our newsletters, you are free to revoke your consent at any time. However, please be aware that we may have the right to continue to process your information if it can be justified on one of the other legal bases mentioned above.
You have the right to object to how we process your personal information, or ask us to restrict the processing. Please see below, at 13, for more details.
If you would like more information about our legal basis for processing your personal information, please contact our Data Protection Officer (DPO) emailing privacy@spirecom.com
2  Disclosure of personal information
2.1  Disclosure of personal information on the Website
We are an open review platform and we share your review on our Website so that others can read about your experience with a specific product or service. When you write a review, we will disclose your review, your name and company.
We recommend that you exercise care in deciding which information to make available for disclosing on the Website, and be aware that depending on the level of information provided, you may or may not be anonymous.
Social Networks
2.2  Disclosure to other services, websites and companies
One of our main goals is to increase the exposure and availability of reviews on the Website. We therefore permit other services to show reviews created on the Website. This increases the potential audience for your reviews.
The categories of third party services and companies who can show your review(s) are:
• Search engines, including Google and Bing
• Other similar websites where, such as Spires assessment, it will be relevant for users to search for reviews.
• Facebook and Linkedin “If your review has been shared on the Social Network”
Once you submit your review, it is published on the Website. This means that the following information is disclosed:
• Your review(s), (see 1.2, above)
• Your name and the additional data you choose to add such as your sector.
2.3  Other disclosures
In addition to the above, we disclose your personal information to the following parties and in the following circumstances:
• To Spire subsidiaries and other companies within the Spire group of companies
• To comply with laws or to respond to claims, legal process (including but not limited to subpoenas and court orders) and requests from public and government authorities
• To cooperate with regulatory bodies and government authorities, including but not limited to Trading Standards, The Competition and Markets Authority, and the Danish Consumer Ombudsman, in connection with investigations or case referrals
• To third parties in connection with enforcement of our Terms and Conditions and Guidelines
• To third parties in order for us to protect our operations or those of our affiliates
• To third parties in order for us to pursue available remedies, or limit damages that we may sustain
• To third parties in order for us to investigate, prevent or take action regarding suspected or actual prohibited activities, including but not limited to fraud and misuse of our Website
• To a third party in the event of any reorganization, merger, acquisition, sale, joint venture, assignment, transfer or other disposition of all or any portion of our business or assets (including in connection with any bankruptcy or similar proceedings).
3  Data controller
3.1  Information for which we are the data controller
We are the data controller of the Master Data you enter to create and maintain your profile, which includes but is not limited to your name, telephone number(s) and email address, as well as the registration of your IP address.
3.2  Information for which you are the data controller
You are the data controller for the content you choose to disclose on the Website.
4  Links to websites
Our Website contains links to other websites. Our inclusion of such links does not imply that we endorse those websites. We do not control the content of those third party websites, and assume no responsibility for the third party or their policies or practices.
We encourage you to review the privacy policies for these third party websites because their procedures for collecting, handling and processing personal data will be different from ours.
5  Data processors and transfer of personal information outside the EU
We may use external companies to maintain the technical operation of the Website and our services. These companies are data processors for the personal data for which we are the data controller. By accepting this Policy, you agree that we may also allow the data for which you are the data controller to be processed by these data processors.
Should we decide to use external companies, we will have data processing agreements in place with the data processors and it follows from these agreements that they must act solely in accordance with our instructions. By accepting this Policy, you authorize us to instruct the data processors to process data in accordance with the Policy and for the purposes of using the Website.
The data processors have taken reasonable technical and organizational measures to protect against the information being accidentally or illegally destroyed, becoming lost or deteriorating, and to protect against the information being disclosed to unauthorized persons, being misused, or in other ways being processed in violation of data protection laws.
On your request – and possibly in return for remuneration at the data processors’ applicable hourly rates at any time for such work – the data processors must supply you with sufficient information to demonstrate that the above-mentioned technical and organizational safety measures have been taken.
Some of these data processors and third party services will be located outside of the European Union, such as in the US. You consent to us using data processors in unsecure third countries provided that there is a legal framework governing the transfer of your personal data and ensuring adequate protection of it, for example if the data processor is part of the EU-US Privacy Shield framework.

6  Data retention
We keep the Master Data and other personal data you provide, including your reviews, for as long as you have an Account or as needed to provide you with information of our services. If you choose to close your Account please note that all your reviews will not be deleted. We will delete this information upon your request and we will only save a log with the following information: your name, email address and the date of the deletion of your Account. We will keep the log for 3 years. All other information will be deleted.
7  Security measures
We use reasonable organizational, technical and administrative measures to protect your personal information within our organization and we regularly audit our system for vulnerabilities. However, since the internet is not a 100% secure environment, we cannot ensure or warrant the security of the information you transmit to us. Emails sent via the Website may not be encrypted, and we therefore advise you not to include any confidential information in your emails to us.
8  Cookies
The Website uses cookies and similar technologies (“Cookies”). By using our Website, you accept that we use Cookies as described below.
8.1  What types of Cookies do we use?
Cookies are small pieces of information that the Website places on your computer’s hard disk, on your tablet or on your smartphone. Note that HTML5 introduced Web Storage that has a similar nature to Cookies, and that we therefore consider that as a Cookie in the following.
Cookies contain information that the Website uses to make the communication between you and your web browser more efficient. Cookies identify your computer or device rather than you as an individual user.
We use session cookies, persistent cookies, HTML5 sessionStorage and HTML5 localStorage session cookies and HTML5 sessionStorage objects are temporary in nature and are deleted when you exit your web browser. Persistent cookies are permanent in nature and are stored and remain on your computer until they are deleted. Persistent cookies expire or auto delete after a certain period of time, which is set per cookie, but are renewed each time you visit the Website. HTML5 localStorage objects are permanent in nature and remain on your computer until they are deleted.
8.2  What do we use Cookies for?
We use Cookies for:
Generating statistics
Measuring Website traffic such as the number of visits to the Website, which domains the visitors come from, which pages they visit on the Website and in which overall geographical areas the visitors are located.
Monitoring Website performance and your use of our Website
Monitoring the performance of the Website, our applications and how you use our Website and applications.
Authentication and improving the functionality of our Website
Optimizing your experience with the Website, which includes remembering your username and password when you return to the Website, and remembering information about your browser and preferences (e.g. which language you prefer).

Quality assurance
Ensuring the quality of reviews and to prevent misuse or irregularities in connection with writing reviews and using the Website.
Targeted advertisements
Displaying relevant advertisements on the Website, including interest-based advertisements, which we believe are of interest to you. We may use third parties to provide these advertisements when you visit the Website and other websites. These third parties may use Cookies alone or in conjunction with web beacons or other tracking technologies to collect information about your use of our Website and other websites.
8.3  Third party Cookies
Third party Cookies are set by third party websites – not our Website. When you visit our Website, the following third party Cookies may be set:
• Facebook cookies, set when you log in to our Website with Facebook
• Google cookies, set when you log in to our Website with Google
• Google AdSense cookies, set when displaying relevant targeted advertisements on our Website. Some cookies may be set as DoubleClick, which is part of Google
8.4  Deletion of cookies
You can delete the cookies already on your device. You can typically delete cookies from the Privacy or History area, available from the Settings or Options menu in the browser. In most browsers, the same menu can be reached through the Ctrl+Shift+Del keyboard shortcut or Command+Shift+Del if you’re on a Mac.
If you do not accept Cookies from our Website, you may experience inconvenience in your use of the Website, and you may be prevented from accessing some of its features.
9  Access and insights into the personal data we have about you
If you have an Account on our website, you can log in to your Account and see what information we have about you.
If you don’t have an Account, you can email privacy@spirecom.com and request information about your personal data. Upon receiving your request, we will let you know what personal information we have about you, how we collect the information, the purpose for which we process your personal data, and who we share your personal information with.
10.  Correction and deletion of your personal data
If any of the Master Data or other personal information that we have about you in our capacity as a data controller is incorrect or misleading, you can instruct us to correct this information by emailing us at privacy@spirecom.com. We recommend that you clearly detail the correction(s).Otherwise, you are welcome to call us to assist with correcting your information via the telephone on 0800 0210100.
You may at any time correct or delete any content and personal information on the Website for which you are the data controller (see 3.2). If your personal information changes, or if you no longer wish to appear on the Website, this information can be deleted by contacting us as mentioned in the previous paragraph.
If your Account is deleted, all the data associated with your Account will be deleted, with the exception of your reviews, name and company name. If specifically requested we will remove your review(s) however will retain your name and company name for 5 years with an instruction within our CRM system not to contact you with any future advertising related correspondence.
We reserve the right to block access to your Account and/or delete it if the Account or the content associated with your Account or your review(s) on the Website is, in our assessment, discriminating, racist, sexually oriented, unethical, threatening, offensive, harassing or otherwise violates applicable laws, third party rights or our Terms and Conditions, or is inconsistent with the purpose of the Website. If we block access to or delete your Account, we will inform you of the reason for blocking or deleting your Account by sending an email to the address you provided when you created your Account.
11  Other rights
In addition to the rights set out above concerning your personal data, you also have the following rights:
• You also have the right to object to the processing of your personal data and have the processing of your personal data restricted.
• In particular, you have an unconditional right to object to the processing of your personal data for direct marketing purposes.
• If our processing of your personal information is based on your consent, you have the right to withdraw your consent at any time. Your withdrawal will not affect the lawfulness of the processing of data carried out before you withdrew your consent. You may withdraw your consent by emailing us at privacy@spirecom.com.
In some circumstances, these rights may be limited or conditional. For example, whether or not you have the right to data portability in a particular case depends on the specific circumstances of the processing activity.
12  Children’s information
Our Website is not intended for children. If you become aware that a child under the age of 13 has provided us with their personal information, please contact us.
13 Our Data Protection Officer
We have a Data Protection Officer (DPO). If you have any questions about the data processing activities performed by us, you are welcome to contact our DPO by email at privacy@spirecom.com.
14  Changes to this Policy
We reserve the right to make changes to this Policy. The date shown at the start of this Policy indicates when it was last revised. If we make material changes to it, we will provide notice through our Website, or by other means, to give you the opportunity to review the changes before they come into effect. If you object to our changes, you can close your account. Your continued use of our Website after we publish or send a notice about the changes to the Policy will mean that you accept and agree to the updated Policy.
15  Contact information and where to send questions or complaints
If you have questions or concerns about our Policy, how we process your personal information, or would like us to correct your personal information, feel free to contact us at: privacy@spirecom.com
You can also reach us by post.
If contacting us does not resolve your complaint, you have further options, for example you may always lodge your concern with the Information Commissioners Office https://ico.org.uk/concerns

Our contact details are:
Data Protection Officer – Paul Valentine
C/o Spire Business Communications Limited
County House, St Marys Street, Worcester WR11HB