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Terms & Conditions – Network Services

Provider: SY COMMS LTD, Suite C Jupiter House, Shrewsbury SY2 6LG.

1. Definitions

  • Acceptable Use Policy – the provider’s internet-use policy, revised from time to time via the Website.
  • Authorisation – OFCOM general authorisation for communications networks/services.
  • Cancellation Charge – the sum of charges payable to end of the term, plus the Committed Spend or Average Monthly Call Charges multiplied by the remaining months.
  • Committed Spend – the monthly call-charge commitment set out in the Order.
  • Initial Term – the period of 12 months commencing on the Start Date.
  • Extended Term – successive 12-month renewal periods per clause 3.
  • Service Hours – 8.30am to 5.30pm, Monday to Friday excluding UK public holidays.
  • Start Date – the go-live date.

2. Application of Terms

The T&Cs and the Order together form the entire contract. These terms exclude any customer-imposed or implied terms. Clause 2.3 flags the Limitation of Liability section specifically.

3. Duration and Auto-renewal

  • 3.1: A 12-month initial term, auto-extending 12 months at each term end. Either party must give written notice no later than 90 days before the term ends to avoid renewal — justified as reasonable for mitigating third-party supplier costs.
  • 3.2: Additional services or tariff reviews create a new Order/Contract, superseding the prior one.

4. Services

  • 4.1: Start within a reasonable time; stated dates are estimates only.
  • 4.2: Services are provided during Service Hours; out-of-hours work may incur standard time-and-materials rates.
  • 4.3: Equipment delivery; the customer is responsible for installation unless agreed otherwise.
  • 4.4: Warranty of compliance with law and reasonable skill and care; all implied terms excluded.
  • 4.5: No warranty of uninterrupted/error-free service, nor fitness for purpose; the provider is not liable for delays inherent in internet/communications transport.
  • 4.6: Service failures must be reported via the Helpdesk.
  • 4.8–4.9: The provider may migrate you to LLU (Local Loop Unbundling) on written notice; up to 24-hour service loss is possible, plus password resets and loss of access to third-party services.
  • 4.10: Services may change to meet safety/statutory requirements (30 days’ notice where practicable).

5. Telephone Numbers

  • 5.1: No legal rights in allocated numbers/codes.
  • 5.2: The provider may withdraw or change numbers on written notice; no liability for resulting business loss.
  • 5.3: Numbers may be ported in or out under agreements; no selling or transferring.

6. Your Use of the Services

  • 6.1: Business use only, per the Acceptable Use Policy.
  • 6.2: Prohibited: unlawful acts, security compromise (viruses/Trojans/spyware), unauthorised network access, degradation of service for other customers.
  • 6.3: Prohibited content: misleading identity, obscene/offensive/defamatory, discriminatory, or in breach of legal duty.
  • 6.4: Prohibited: unsolicited marketing, building competing products, providing services to third parties, reselling/leasing, breaching the Data Protection Act, losing Authorisation, exceeding the fair-usage policy.
  • 6.5: The customer indemnifies the provider against third-party claims.
  • 6.6: The customer must not exceed the Facility Limit; 2 working days’ notice of campaigns likely to stress the network.

7. Your Obligations

  • 7.1: Cooperation and access to hardware/data/security credentials.
  • 7.2: The customer procures all hardware, software and connectivity at its own cost.
  • 7.3: The customer ensures hardware meets specs, is safe/legal, obtains licences, complies with law and performs contractual responsibilities. Delays may shift timetables.
  • 7.5: The provider may disconnect non-conforming or dangerous hardware.

8. Security and Data Backup

  • 8.1: The customer is responsible for data security: secure passwords, regular backups, antivirus and disaster-recovery processes.
  • 8.2: The customer must promptly notify the provider of known security threats.

9. Equipment

  • 9.1: Loaner equipment is for Services use only; keep it safe, notify malfunctions, no selling/liens, insure at full replacement value.
  • 9.2: Return on request or at term end.
  • 9.3: The provider/suppliers retain ownership; no title passes.
  • 9.4: Provider access to premises during business hours for install/inspect/maintain.
  • 9.5: The customer indemnifies the provider for Equipment-related claims.

10. Charges and Payment

  • 10.1: Charges are payable from the Start Date per the Order terms.
  • 10.3: Invoices are payable within 14 days.
  • 10.4: Disputes must be raised within 60 days; otherwise the full amount is due.
  • 10.5: Non-payment allows suspension and interest under the Late Payment of Commercial Debts (Interest) Act 1998, including a £25 late-payment fee after >7 days overdue and a £50 administration fee for Direct Debit cancellation without notice.
  • 10.6: Charges may increase at term end with 30 days’ notice, with an Annual Price Adjustment of up to 5% per annum.
  • 10.8: Porting/new numbers £25 + VAT; Yeastar system maintenance free for 24 weeks then £6.50/user/month; Managed Installation £75 + VAT on Network Only agreements.
  • 10.9: Engineer call-out: minimum £250 + VAT, then £75 + VAT/hour.
  • 10.10: Remote changes: fixed £35 + VAT; over 1 hour, £75 + VAT/hour.
  • 10.12: Call-recording storage free for 12 months, then £20 + VAT per month.

11. Intellectual Property

The provider/suppliers own all IP in the Services and Software. The customer has no rights except as expressly granted. If a Service/Software infringes third-party IP, the provider may obtain rights, replace/modify, or terminate.

12. Liability

  • 12.1: Nothing limits liability for death/personal injury, fraud, or breaches that cannot be excluded by law.
  • 12.2: The provider is not liable for lost profits, loss of goodwill, business opportunity, indirect/consequential loss, or data damage.
  • 12.3: Total liability is capped at the total value of the charges paid or payable in the 12 months prior to the liability arising.
  • 12.4: Claims are barred unless the clause 18 dispute procedure is followed and proceedings begin within 60 days of becoming aware of the claim.

13. Cancellation

  • 13.1: The customer may cancel on 90 days’ written notice.
  • 13.2: Cancellation before term end triggers the Cancellation Charge (a reasonable pre-estimate).
  • 13.3: Introductory Network credit must be repaid if the contract ends during the Minimum Period.
  • 13.4: If SY Comms paid a previous provider’s early-termination charges during migration, the customer repays pro-rata on early termination.

14. Suspension of Services

  • 14.1: The provider may suspend for court/regulator orders or technical impossibility outside its control.
  • 14.2: Suspension for planned maintenance (≥48 hours’ notice) or emergency maintenance (≥12 hours where possible).
  • 14.3: Immediate suspension for non-payment or clause 6 breaches; service resumes once the breach is remedied.
  • 14.5: The customer remains liable for payments during suspension.

15. Termination

  • 15.1: Immediate termination without liability for: non-payment after 7 days’ notice, unremedied breach after 30 days’ notice, insolvency, or call value falling below Committed Spend for 90 consecutive days.
  • 15.3: On termination, all outstanding invoices and interest are due, equipment must be returned, and awards may apply, including a £299 + VAT cancellation fee per CLI, £15 + VAT port-away fee, and £250 + VAT account-closure fee.

16. Confidentiality

Each party protects the other’s Confidential Information with reasonable care. Disclosure is permitted to employees/affiliates/advisers bound by similar obligations. It survives 3 years post-termination.

17. Use of Your Information

Credit reference and fraud-prevention checks may be carried out; data may be shared with group companies, suppliers, partners and regulators. Marketing use is subject to opt-out. The provider reserves the right to intercept/access/retain/disclose user content for record-keeping, regulatory compliance, security and legal orders.

18. Disputes

  • 18.1: Senior representatives meet within 30 days of a written request to attempt good-faith resolution.
  • 18.2: No court proceedings until mediation has been attempted and either terminated or the other party failed to participate.

19. Force Majeure

The provider is not liable for prevention or delay caused by acts, events, omissions or accidents beyond its reasonable control.

20. General

  • 20.1: Terms may be varied on notice.
  • 20.4: Entire agreement; excludes reliance on pre-contractual statements except fraud.
  • 20.5: The provider may assign/transfer/subcontract its rights/obligations; the customer may not without written consent.
  • 20.10: Governed by English law, with the exclusive jurisdiction of the English courts.