Terms and Conditions

Southwest Business Systems Ltd

Contents

1. 1. Definitions
2. 2. The Agreement and Order
3. 3. Prices
4. 4. Payment Terms
5. 5. Delivery, Risk and Title
6. 6. Warranties, Replacements and Returns
7. 7. Exchanges and Refunds
8. 8. Liability
9. 9. Early Termination Charges from Previous Provider
10. 10. Termination
11. 11. Data Protection
12. 12. Complaints
13. 13. Device Replacement Scheme
14. 14. General

1. Definitions

In these Terms and Conditions, the following words and expressions have the meanings set out below:

2. The Agreement and Order

2.1 Quotations

• A quotation provided by SWBS is valid for the period stated on the quotation and does not constitute a binding offer until accepted by SWBS.
• Prices, equipment availability and service availability may be subject to change before an order is accepted.
• Any order placed by you constitutes an offer to purchase the Equipment and/or Services described in the order, subject to these Terms and Conditions.
• SWBS reserves the right to accept or decline an order.

2.2 Authorisation and Verification

• Where an order is placed on behalf of a business or organisation, SWBS will reasonably rely upon the individual placing the order being authorised to do so.
• Unless otherwise notified to SWBS: Directors, Partners and Managers will be considered authorised to enter into agreements on behalf of the Customer. A Company Secretary or equivalent representative will be considered to have appropriate authority.
• SWBS representatives will endeavour to ensure that the Customer understands the services being provided, the applicable Minimum Period and the commercial commitments associated with the Agreement.

2.3 Binding Agreement

By signing an Agreement, providing a Purchase Order or email confirmation, accepting an electronic order, completing a recorded verification process where applicable, or continuing to use and pay for the Services, you confirm that you accept and agree to these Terms and Conditions.

2.4 Equipment Specification

• You are responsible for ensuring that the Equipment selected is suitable for its intended purpose and location.
• SWBS may make reasonable changes to equipment specifications where required due to manufacturer changes, availability, safety requirements, statutory requirements or technological developments, provided that such changes do not materially reduce the quality or performance of the agreed solution.

2.5 Duration

The Agreement will remain in place for the Minimum Period specified within your Service Agreement or applicable commercial documentation.

2.6 Ownership of Equipment

• Unless Equipment has been purchased outright and paid for in full, ownership will remain with SWBS or the relevant equipment provider until the applicable contractual requirements have been fulfilled.
• Where Equipment has been supplied as part of a network, connectivity or service agreement, title will only pass where the relevant contractual conditions have been satisfied.
• Until ownership passes, you must keep the Equipment safe, in good condition and identifiable as property supplied under the Agreement.

2.7 Equipment Supply

Where Equipment has been provided as part of a commercial package, SWBS may require Equipment purchases or replacements to be made through SWBS for the duration of the applicable Agreement where this forms part of the agreed commercial arrangement.

2.8 Third-Party Termination or Upgrade

• During the Minimum Period, you must not terminate, transfer, upgrade or materially change the Services through another provider where doing so would result in termination of the Agreement or breach of the agreed commercial terms.
• Any such action may result in the termination charges described in Section 10.

2.9 Information

You agree to provide SWBS with any information, documentation or access reasonably required to install, configure, manage, support or maintain the Services.

2.10 Auto-Renewal

• Once the Minimum Period has been completed and the Customer is more than three months out of contract, SWBS reserves the right to automatically renew the Agreement for a further minimum period of 12 months at the then-current rates, together with any applicable RPI increase or other contractual price adjustment.
• Where SWBS exercises its right to renew the Agreement, the Customer agrees to sign and return any electronic or paper contract, order form or renewal documentation provided by SWBS to confirm the renewed Agreement.
• If the Customer does not complete the renewal documentation or otherwise declines to renew for the applicable minimum period, SWBS reserves the right, at its discretion, to terminate the Services with immediate effect. In such circumstances, all outstanding charges, contractual obligations and costs applicable to the Agreement shall become immediately due and payable as if the Agreement had been renewed for the applicable minimum period.

2.11 Migrations and New Minimum Term

• Where SWBS undertakes a migration, transfer, takeover or transition of Services from another provider or existing service arrangement, the Customer acknowledges that such migration involves costs associated with implementation, configuration, administration, onboarding, hardware, number porting, account management and ongoing technical support.
• Unless otherwise agreed in writing by SWBS, any migration of Services to SWBS will therefore be subject to a new minimum contractual period of 36 months commencing from the date the migrated Services become active.
• The 36-month Minimum Period applies regardless of the remaining term, renewal status or previous contractual arrangement with the Customer's existing provider.
• Where multiple Services are migrated at different times, SWBS may apply the 36-month Minimum Period from the date of activation of the relevant migrated Services, unless an alternative arrangement has been agreed in writing.
• If the Customer terminates the Agreement or any migrated Services before the expiry of the applicable 36-month Minimum Period, the Customer will remain responsible for any applicable early termination charges, outstanding contractual payments, unrecovered migration or implementation costs, and any other charges due under the Agreement.
• The Customer acknowledges that the new 36-month Minimum Period is intended to cover the costs incurred by SWBS in completing the migration and providing the associated ongoing management, support and Services throughout the contractual term.

3. Prices

3.1 Quoted Prices

• Equipment and Service prices will be those stated in the relevant quotation, Order Form, Service Agreement or other written commercial documentation.
• Where no specific price has been agreed, the applicable SWBS price at the time of order will apply.

3.2 Price Changes

SWBS reserves the right to amend prices where necessary to reflect changes in its costs, including but not limited to:

• Equipment costs, Network or supplier costs, Labour, Delivery and carriage, Taxes and duties, Manufacturer pricing, Currency fluctuations, Third-party supplier charges, Changes to the scope of Services.

3.3 Exclusions

• Unless specifically stated otherwise, quoted prices exclude VAT and any additional costs not expressly included within the quotation.
• Additional installation, configuration, delivery, engineering or professional service costs may apply where these have not been included within the agreed quotation.

3.4 Annual Price Increases

• SWBS reserves the right to increase prices for directly billed recurring Services annually in line with the Retail Price Index (RPI) plus 3%.
• Where the resulting increase exceeds 5%, SWBS will notify you in writing.
• For Services billed directly by a third-party network or service provider, the applicable network or supplier terms will apply.

3.5 Installation Costs

• Installation, configuration and fitting costs are only included where expressly stated within the quotation, Order Form or invoice.
• Additional work requested after acceptance of an order may be chargeable.

4. Payment Terms

4.1 Invoicing

• Unless alternative payment terms have been agreed in writing, SWBS may require payment for Equipment before dispatch, on delivery or on collection.
• Where installation or professional services are included, payment may be required upon acceptance of the order or in accordance with the agreed payment schedule.
• Recurring Services will normally be invoiced monthly.

4.2 Failure to Pay

Payment must be made by the due date shown on the invoice. If payment is not received on time, SWBS may:

• Request immediate payment of outstanding amounts.
• Suspend or restrict Services.
• Cancel or terminate the Agreement where permitted.
• Delay current or future orders.
• Recover reasonable costs associated with recovering overdue amounts.

4.3 Direct Debit

• Recurring mobile, fixed-line, connectivity and related Services may be payable by Direct Debit unless otherwise agreed.
• Where a Direct Debit is cancelled, rejected or otherwise unavailable without prior agreement, SWBS may suspend Services until an alternative payment arrangement has been established.

4.4 Late Payment Interest

• Interest may be charged on overdue commercial invoices at 8% per annum above the Bank of England base rate, calculated from the due date until payment is received in full.
• This is without prejudice to SWBS's rights under the Late Payment of Commercial Debts (Interest) Act 1998, including any applicable fixed compensation and reasonable recovery costs.

4.5 Equipment or Service Credits

• Where SWBS provides an equipment allowance, credit, contribution or other commercial incentive as part of an Agreement, the applicable conditions will be set out within the relevant quotation or Service Agreement.
• Unless otherwise agreed in writing, such credits cannot be exchanged for cash and may only be used against eligible Equipment or Services supplied by SWBS.
• If the Agreement is terminated before the Minimum Period, SWBS reserves the right to recover any outstanding or unused commercial contribution where permitted by the agreed terms.

5. Delivery, Risk and Title

5.1 Delivery Dates

• Any delivery date provided by SWBS is an estimated date unless expressly confirmed in writing as a guaranteed delivery date.
• SWBS will not normally be responsible for delays caused by manufacturers, network providers, couriers, suppliers or circumstances outside our reasonable control.

5.2 Risk

Risk in Equipment passes to you when the Equipment is delivered to you, collected by you, installed at your premises or otherwise made available to you in accordance with the agreed delivery arrangements.

5.3 Title

Ownership of Equipment will not pass to you until:

• The Equipment has been purchased outright and paid for in full; or
• Any contractual service or network commitment associated with the Equipment has been completed and all applicable amounts have been paid.

Until title passes, you must keep the Equipment safe and must not sell, transfer, pledge or otherwise dispose of it without SWBS's written consent.

5.4 Network Restrictions

Where Equipment is supplied in connection with a network or airtime agreement, SWBS reserves the right to take appropriate action where contractual payments are not maintained, subject to applicable law and the terms of the relevant network agreement.

6. Warranties, Replacements and Returns

6.1 Manufacturer Warranty

Where new Equipment is supplied, it will normally benefit from the manufacturer's applicable warranty, subject to the manufacturer's terms and exclusions.

6.2 Warranty Exclusions

Warranty coverage may not apply to faults or damage resulting from:

• Fair wear and tear, Accidental or intentional damage, Negligence, Water or liquid damage, Abnormal operating conditions, Misuse, Failure to follow manufacturer instructions, Unauthorised modifications, Unauthorised repairs, Damage caused by third-party accessories or equipment.

A warranty claim may also be affected where amounts due for the Equipment remain unpaid.

6.3 Making a Warranty Claim

• To make a warranty claim, please contact the SWBS Customer Services team using the contact details provided with your Agreement or on your SWBS documentation.
• Where Equipment needs to be returned, SWBS will provide instructions regarding the appropriate return method and address.
• You are responsible for ensuring Equipment is appropriately packaged when returning it to SWBS unless alternative arrangements have been agreed.

6.4 Warranty Remedy

Where a valid warranty claim is accepted, SWBS or the relevant manufacturer may, at its discretion: Repair the Equipment, Replace the Equipment, or Provide an alternative remedy where appropriate. Any remedy will be subject to the manufacturer's applicable warranty terms.

6.5 Data Backup

• You are responsible for backing up any important information stored on Equipment before sending it for repair, replacement or assessment.
• SWBS will not be responsible for loss of data resulting from repair, replacement, reset or other handling of Equipment.

6.6 Statutory Rights

Nothing within these Terms and Conditions affects any statutory rights that cannot lawfully be excluded.

7. Exchanges and Refunds

• SWBS does not generally offer exchanges or refunds simply because Equipment is no longer required or the Customer has changed its mind, except where required by law or where otherwise agreed in writing.
• In certain circumstances, SWBS may, at its discretion, consider an exchange, credit or alternative solution.
• Any such arrangement will be subject to the applicable commercial and manufacturer terms.

8. Liability

8.1 Liability for Death or Personal Injury

Nothing in these Terms and Conditions excludes or limits SWBS's liability for death or personal injury caused by our negligence, or the negligence of our employees, agents or subcontractors.

8.2 Limitation of Liability

Subject to any liability that cannot legally be excluded or limited, SWBS will not be liable for indirect or consequential losses, loss of business, loss of contracts, loss of profits, loss of anticipated savings or other economic loss arising from the supply or failure of Equipment or Services.

SWBS will not be responsible for failures, delays or interruptions caused by circumstances outside our reasonable control, including:

• Mobile or telecommunications network outages, Network maintenance, Strikes or industrial disputes, Equipment or infrastructure failure, Supplier or manufacturer failure, Fire/flood/storm or severe weather, Acts of God, War or civil disturbance, Government or regulatory action, Shortages of labour/materials or transportation, Third-party service or cloud platform failures.

8.3 Severability

Each limitation or exclusion of liability within this Section operates independently. If any part of this Section is found to be unenforceable, the remaining provisions will continue to apply to the fullest extent permitted by law.

9. Early Termination Charges from Previous Provider

• Where SWBS has specifically agreed to contribute towards or cover an Early Termination Charge owed by you to a previous provider, SWBS's liability will be limited to the amount specifically agreed and confirmed in writing.
• SWBS will not be responsible for additional charges, costs, outstanding equipment finance, third-party fees or other liabilities owed to the previous provider unless these have been specifically agreed in writing.

10. Termination

10.1 Termination of Airtime or Network Agreement

• If your Nominated Airtime Provider terminates its agreement with you, including termination due to non-payment, or you terminate the network agreement during the Minimum Period, you remain responsible for all charges due under that agreement.
• Where Equipment has been supplied in connection with the network agreement, you may be required to: Return the Equipment to SWBS; or Pay the applicable Equipment or buyout amount.
• Equipment remains the property of SWBS or the relevant supplier until the applicable network or service commitment has been completed or any agreed buyout amount has been paid.

10.2 Termination of Agreement with SWBS

• Once an order has been accepted by SWBS, including acceptance by Purchase Order, email confirmation, electronic acceptance or recorded telephone agreement where applicable, cancellation before the Minimum Period may result in charges being applied.
• Such charges may include the remaining contractual charges, network charges, Equipment costs and any commercial contributions previously provided.

10.3 Notice

Either party may terminate the Agreement at the end of the Minimum Period by giving at least 30 days' written notice, unless different notice requirements are specified within the relevant Service Agreement.

10.4 Early Termination Charges

Where you terminate the Agreement or relevant Services before the end of the Minimum Period, SWBS may charge: Number of months remaining in the Minimum Period × applicable monthly recurring charge.

In addition, SWBS may recover any outstanding Equipment costs, network charges, third-party termination charges or commercial contributions that were provided on the basis of the Agreement continuing for the Minimum Period. Any network contractual charges remain payable in accordance with the relevant network provider's terms.

10.5 Fixed Line, Hosted and Connectivity Services

• For fixed-line, hosted, broadband or connectivity Services, any applicable notice, porting or number transfer charges will be detailed within your Service Agreement or quotation.
• Where applicable, a charge may be made for transferring telephone numbers or Services away from SWBS.

10.6 Mobile Device Management

• Where Mobile Device Management (MDM) Services are supplied, the applicable notice period and renewal arrangements will be set out in the relevant Service Agreement.
• Where MDM Services are being transferred away from SWBS, all required licences, profiles and management services must be removed or transferred in accordance with the applicable service requirements.
• Any professional services required to assist with the removal or transfer may be chargeable.

11. Data Protection

11.1 General

SWBS will process personal information in accordance with applicable UK data protection legislation, including the UK General Data Protection Regulation and the Data Protection Act 2018. Personal information may be used to:

• Provide and manage Services, Administer your account, Process orders and payments, Communicate with you regarding your Services, Liaise with network and technology providers, Provide technical and customer support, Meet legal and regulatory requirements.

11.2 Third-Party Disclosure

SWBS will not disclose personal information unnecessarily. Information may be shared where required to:

• Deliver the Services, Manage network or technology services, Process orders or payments, Meet legal or regulatory obligations, Manage our relationship with third-party service providers, Protect our business or customers from fraud or misuse.

11.3 Marketing

• SWBS may contact you by telephone, email, post or other appropriate communication methods regarding products, services and offers that may be relevant to your business.
• Where required, appropriate consent or lawful marketing arrangements will be used.
• You may contact SWBS if you do not wish to receive marketing communications.

11.4 Law Enforcement

• SWBS may disclose information where required by law or in response to a lawful request from the police, regulatory authority or other authorised body.
• Information may also be disclosed where necessary to investigate suspected fraud, misuse, unlawful activity or a serious breach of these Terms and Conditions.

11.5 Your Rights

• You have rights in relation to the personal information held about you, subject to applicable data protection legislation.
• For questions regarding your personal information or data protection rights, please contact SWBS using the contact details provided within your Agreement or on our website.

12. Complaints

• SWBS aims to provide a high level of customer service and will endeavour to resolve any complaint promptly and fairly.
• If you wish to make a complaint about our Services, please contact the SWBS Customer Services team using the contact details provided within your Agreement or your SWBS account documentation.
• We will investigate the matter and work with you to reach an appropriate resolution.
• Where a complaint relates to a third-party network or service provider, SWBS may need to involve that provider in the resolution process.

13. Device Replacement Scheme

• Where a device replacement or protection scheme has been specifically included within your Service Agreement, the applicable terms and conditions of that scheme will apply.
• Unless otherwise stated, Equipment supplied by SWBS will benefit from the applicable manufacturer's warranty.
• Manufacturer warranties generally do not cover accidental damage, liquid damage, misuse or other exclusions specified by the manufacturer.
• Any additional protection, replacement or repair service will be subject to the specific terms agreed at the time of purchase.

14. General

14.1 Waiver

• If SWBS does not immediately enforce any right under this Agreement, this does not mean that SWBS has waived that right.
• SWBS may enforce the right at a later date.

14.2 Notices

• Any formal notice required under these Terms and Conditions must be provided in writing.
• Notices may be delivered by hand, post or email using the contact details provided within the Agreement or subsequently notified by SWBS.
• SWBS may send notices to the postal or email address provided by you when placing your order or subsequently provided to us.

14.3 Severability

• If any provision of these Terms and Conditions is found to be invalid, unlawful or unenforceable, the remaining provisions will continue to apply.
• Where possible, the invalid provision will be interpreted or amended to the minimum extent necessary to make it enforceable.

14.4 Third-Party Rights

• Unless expressly stated otherwise, a person who is not a party to this Agreement will have no rights to enforce any provision of it under the Contracts (Rights of Third Parties) Act 1999.
• You may not transfer or assign your rights or obligations under this Agreement without SWBS's prior written consent.

14.5 Governing Law

• This Agreement is governed by and interpreted in accordance with the laws of England and Wales.
• Any dispute arising under or in connection with this Agreement will be subject to the jurisdiction of the courts of England and Wales.

14.6 Entire Agreement

• These Terms and Conditions, together with the relevant quotation, Order Form, Service Agreement, pricing schedule and any other documents expressly incorporated into the Agreement, constitute the entire agreement between the parties in relation to the Services and Equipment supplied.
• They supersede any previous agreement, representation or understanding relating to the same subject matter.