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Terms and Conditions

STANDARD TERMS & CONDITIONS
M-LINE TELECOMS LTD SERVICES

1. CONTRACT
The Contract between M-Line Telecoms Ltd, ("M-Line"), a company incorporated in England with number 3855433, on the one part, and the legal person (the "Customer"), named on the account created by M-Line at the request of the Customer, on the other (together known as the "Parties"), is deemed to commence on the date the Services (as subsequently defined), become effective. The contract is deemed to be fully ratified upon payment by the Customer of the first invoice rendered by M-Line, notwithstanding that the Contract itself may not be in written form at that time, or at any subsequent time. These Standard Terms & Conditions, as amended from time to time, at all times form part of the Contract, and are re-affirmed by the Parties in the form current at the time upon the rendering and payment of each subsequent invoice. The Contract thus formed by the provisions of this Clause, together with these Terms & Conditions, constitute the "Agreement".

2. THE SERVICES
The Services are defined as the provision of fixed land-lines and numbers in rented form, the provision of mobile lines and numbers in rented form, the carrying of outbound calls, the provision of broadband access to the internet in rented form, the renting of non-geographic numbers and translation services, leased lines, broadband telephony, and other telephony products from time to time being offered. M-Line accepts responsibility, subject to events of force majeure (see Clause 10 below), for the provision and continuation of those services up to the network termination extension (NTE), or network termination and test point (NTTP), collectively herein referred to as "NT", see further in Clause 6.9.

3. DURATION OF AGREEMENT
3.1 The Contract shall continue unless terminated by either party giving to the other not less than one month's prior written notice.
3.2 Should the customer fail to give such notice M-Line shall be entitled to charge a further month in lieu of notice, calculated as the average of the previous three months call traffic billing.
3.3 M-Line shall be entitled to pass on to the Customer any term obligation into which M-Line itself might need to enter in connection with the provision of land-lines, mobiles or broadband. The charge to be paid by the Customer following termination is to be determined by the aggregate unpaid portions of the relevant contract(s), or by the one month provision set out in 3.2 above, whichever is the greater amount.

4. CHARGES AND PAYMENT
4.1 Pricing the Services shall be as stated in M- Line's tariff as current from time to time, or as agreed between M-Line and the Customer. Prices are subject to VAT. Prices are subject to change and M-Line shall advise the Customer promptly. All sums due to M-Line under this Agreement shall be paid in full by the Customer without any set-off whatsoever. All charges payable under this Agreement shall be calculated by reference to data recorded or logged by M-Line and not by reference to data recorded or logged by the Customer.
4.2 The Customer shall be invoiced monthly by M-Line for all call charges under this Agreement incurred in the preceding monthly period, as well as the current month's line rental in advance. All charges must be paid either by direct debit, by cheque or by bank transfer. All customers will receive an invoice and statement of calls. Payment in full is due fourteen (14) days following the date of invoice, at which time the invoice is deemed to have been accepted (unless previously disputed in writing). M-Line shall have the right to request payment on demand if the Customer fails to make timely payment of previous invoices. The time of payment of all sums due to M-Line under this Agreement shall be of the essence of this Agreement. M-Line shall be entitled to charge management time in respect of lengthy and difficult cases.
4.3 If any payment is unsuccessful, M-Line shall be entitled to make charges for administration and late payment charges of 1.5% per month on any unpaid overdue balance.

5. USE OF SERVICE
5.1 The Customer undertakes to use the Services in accordance with the relevant provisions of the Telecommunications Act 1984 ("the Act"), any other applicable laws and regulations, and or other competent authority and any licence which governs the running of a telecommunications system by the Customer. The Customer undertakes not to use the Services as a means of communication for a purpose other than that for which the Services are provided; or for the transmission of any material which is intended to be a hoax call to emergency services or is of a defamatory, offensive, abusive, obscene or menacing character; or in a manner which constitutes a violation or infringement of the rights of any other party (including but not limited to rights of copyright and confidentiality).
5.2 The Customer shall indemnify M-Line against all liabilities, claims, damages, losses and expenses arising from or in any way connected with any such use as prescribed in this Condition 5.
5.3 The Customer undertakes that any Customer telecommunications apparatus shall be in good working order and conform at all times to the relevant standard or approval for the time being designated under Section 22 of the Act and the Customer shall at all times comply with the conditions of such standard or approval. M-Line shall not be under any obligation to connect or keep connected any Customer apparatus not conforming in M- Line's reasonable opinion to the provisions of the Act. If requested by M-Line the Customer shall provide M-Line with all reasonable information relating to any Customer apparatus.
5.4 The Customer undertakes not to use the Services in contravention of the Act or any other relevant regulations or licenses and to use the Services solely in accordance with such written instructions as may be issued by M-Line from time to time.

6. LIABILITY OF THE PARTIES
6.1 Nothing in this Agreement shall exclude or restrict M-Line's liability for death or personal injury resulting from the negligence of M-Line or its employees while acting in the course of their employment.
6.2 Subject to the Condition 6.3, M-Line shall be liable for damage to the property of the Customer caused by any negligent act or omission of M-Line or its employees provided that such liability of M-Line in contract, tort or otherwise, including any liability for negligence, howsoever arising out of or in connection with the performance of M-Line's obligations under this Agreement shall be limited to £1,000 for any one incident or series of incidents arising from a common cause in any twelve month period.
6.3 The Customer shall be responsible for providing correct and sufficient information in written form to enable M-Line to provision fixed or mobile lines for Carrier Preselection (CPS) and/or line rental, and to ensure a continuity of the account upon change of the Customer's premises or configuration. M-Line accepts no responsibility for any early termination penalties incurred by the customer to BT or other carriers. M-Line will use its best endeavours to bring CPS and/or line rental and/or broadband into effect in a timely manner.
6.4 The Customer may be allocated number translation service numbers by M-Line from time to time. These will not be the property of the Customer, but may be retained by him as long as the charges arising therefrom are settled under the terms specified in this Agreement, or for a period of 12 months following the cessation of activity on such numbers. M-Line will use best endeavours to effect the re-targeting of such numbers as required in a timely manner.
6.5 M-Line shall not be liable to the Customer in contract, tort or otherwise including any liability for negligence, for any loss of bargain, revenue, business, anticipated savings or profit, or for any indirect or consequential loss howsoever arising specifically under clauses 6.3 and 6.4 above, or more generally under any other provision in clause 6.
6.6 In the event of any failure in the Services, M-Line shall not be liable to the Customer for any charges incurred by the Customer should the Customer divert its traffic to another carrier.
6.7 The Customer agrees to take full responsibility for any call made from his registered number, to whatever destination, at whatever time, and by whatever means. This includes both voice and data calls made both manually and from computers, or by fraudulent access to the equipment of the Customer by third parties. The Customer is fully responsible for voice or data calls made to premium line numbers by whatever means, and for computer calls using either dial-up or other networking.
6.8 The Customer accepts full responsibility for ensuring both his fixed and mobile equipment is functioning correctly, and is suitably protected against fraudulent access by third parties.
6.9 All equipment and cabling, of whatever sort, beyond the NT (see Clause 2 for definition), even in cases where the NT is not on the premises of the customer, is the responsibility of the Customer, with no exceptions. The customer is also liable for any physical damage to the NT fitting itself.
6.10 The Customer accepts full responsibility for physical, electrical or electronic damage to telephone lines located on, or crossing private land.
6.11 The provisions of this Condition 6 shall continue to apply notwithstanding the termination of this Agreement.

7 TERMINATION
7.1 Without prejudice to their rights under this agreement, M-Line and the Customer shall have the right to terminate this Agreement forthwith in the event that:-
7.1.1 the other party is in default in its performance or observance of any of its obligations under this Agreement and, in the case of a remedial breach, fails to remedy the breach within a reasonable time specified by the non defaulting party in its written notice to do so; or
7.1.2 an interim order is applied for or made,or a voluntary arrangement approved, or if a petition for a bankruptcy order is presented or a bankruptcy order is made against the other party, or if a receiver or trustee in bankruptcy is appointed of the other party's estate or a voluntary arrangement is proposed or approved or an administration order is made, or a receiver or administrative receiver is appointed of any of the other party's assets or undertaking or a winding- up resolution or petition is passed or presented (otherwise than for the purposes of reconstruction or amalgamation) or if any circumstances arise which entitle the court or creditor to appoint a receiver, administrative receiver or administrator or to present a winding up petition or make up a winding-up order.
7.2. Without prejudice to its other rights, M- Line shall have the right forthwith to terminate this Agreement by notice in writing to the Customer in the event that the Customer fails to make any payment when it becomes due to M-Line.
7.3 In the event of termination by M-Line under Clause 7, M-Line shall be entitled to recover from the customer all costs, losses and expenses incurred by M-Line, including but not limited to, the cost of removing any M-Line equipment from the Customer's premises (if applicable).

8. SUSPENSION OF SERVICES
8.1 M-Line may at its sole discretion elect to suspend forthwith the provision of the Services until further notice without liability to the Customer on notifying the Customer either orally, (confirming the same in writing) or in writing in the event that: 8.1.1 the Customer is in breach of any term of this Agreement; or 8.1.2 the Customer prevents or delays pre-arranged maintenance from being carried out; 8.1.3 M-Line is obliged to comply with an order, instruction or request of government, an emergency service organisation or other competent authority; or 8.1.4 the Customer is suspected, in M- Line's reasonable opinion, of involvement with fraud or attempted fraud in connection with the use of the Services.
8.2 Any exercise by M-Line of its right of suspension under this Condition 8 shall not exclude M-Line's right to terminate this Agreement.
8.3 The Customer shall pay to M-Line all reasonable costs and expenses incurred by M- Line as a result of the suspension of Service hereunder and the reconnection of the provision of Service as may be applicable.

9. ASSIGNMENT
This Agreement may not be assigned in whole, or in part, by the Customer without the prior written consent of M-Line, such consent not to be unreasonably withheld, nor shall the Customer be entitled to sub-contract the Service to any third party unless such party is a subsidiary or holding company of the Customer or in the same group of companies as the Customer. This agreement is however assignable by M-Line in part or in whole, upon one month's written notice to the Customer.

10. FORCE MAJEURE
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, but not limited to any act of God, inclement weather, failure or shortage of power supplies, flood, drought, lightning or fire, strike, lock-out, trade dispute or labour disturbance, the act or omission of government, highways authorities, other telecommunications operators or administrators or other competent authorities, war, military operation, or riot, difficulty, delay or failure in manufacture, production or supply by third parties of equipment.

11. ENTIRE AGREEMENT
The contract as formed in accordance with the provisions of Clause 1, together with these Terms & Conditions represent the entire agreement and understanding of the Parties with respect to the subject matter hereof, and supersedes all prior understandings and representations, whether written or oral. The terms therein comprised may only be modified by written agreement between the Parties.

12. NO WAIVER
Failure either by M-Line or the Customer 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.

13. NOTICES
13.1 Any notice, invoice or other document which may be given by either party under this Agreement shall be deemed to have been given if left at or sent by post or fax (confirming the same by post) to an address notified by the other party in writing as an address to which notices, invoices or other documents may be sent.
13.2 M-Line's address for service of any notice hereunder shall be such address as appears on the last invoice rendered to the Customer or such other address as may be prescribed by M- Line for that purpose.

14. GOVERNING LAW
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. M-Line does not recognise the validity of laws emanating from European Union institutions and specifically repudiates any such provisions that prove to be in conflict with English law interpretations.