Standard Business Terms & Conditions of Primus Telecommunications, Ltd.

Definitions
“Charges” means the charges for and related to the Service and Equipment, as applicable in accordance with the Agreement.
“Customer” shall mean the sole trader, partnership, company or other entity, identified in the Order, contracting to purchase the Service from Primus. Where the Customer is two or more persons, each of those persons shall be jointly and severally liable for the performance of the obligations of the Customer under this Agreement.
“Customer’s Application” shall mean the application which the Customer makes for the provision of Services. Such application can be made in person by way of hard copy application, by phone or through the Primus website.
“Equipment” shall mean any software and other hardware and materials which Primus may supply to the Customer with the Service, including without limitaion Broadband Equipment.
“Primus” shall mean Primus Telecommunications Ltd whose registered office is at 4 Victoria Street London SW1H 0GT
“Order” shall mean the Customer’s Application for the Services.
“Agreement” shall mean these Terms and Conditions together with the Order pursuant to which Primus is providing the Service to the Customer and all documents specifically referenced herein or in such Order.
“Service” shall mean the service or services identified or described in Orders.
“Terms and Conditions” shall mean these General Business Terms & Conditions for the Provision of the Services, and for each Service ordered in the Customer Application form then the relevant Primus Special Business Terms and Conditions set out below, as amended in accordance with this Agreement.

1. Service
Primus agrees to provide the Service to the Customer and the Customer agrees to use the Service on the terms set out in this Agreement. For technical, operational and other reasons, Primus shall be entitled to vary the Service. No obligation to furnish or to pay for a particular Service arises under this Agreement until Primus accepts the applicable Order in writing (i.e., by signature of a Primus representative or delivery of a Primus invoice to Customer in connection with such Order). All accepted Orders for Services entered into after the effective date hereof are subject to the terms and conditions set out in this Agreement, the terms of such Orders, and special terms and conditions attached to such Orders and incorporated by reference in this Agreement. Where there is a conflict between the terms of any Order and this Agreement, the terms of the Order, as applicable, shall control with respect to the Services set forth in such Order solely to the extent of the conflict. The Effective Date of this Agreement is the date of acceptance by Primus of an Order.

2. Duration
This Agreement shall continue for a minimum period of twenty-four (24) months (the “Initial Term”), unless otherwise stated in the Order, subject to earlier termination in accordance with this Agreement.
After the expiry of such Initial Term, the Agreement will continue in force until terminated by either party giving to the other not less than thirty days prior written notice.

3. Payment
3.1 The Charges for the Service shall be as stated in the Order. All Charges are exclusive of VAT and are subject to change in accordance with clause 16.Rates displayed in advertisements promotional literature tariff sheets and elsewhere are shown in pence per minute, .Post -Paid calls are charged per second. Call charges will be rounded up to the nearest pence per minute before VAT is applied.
3.2 Payments for the Service will be made by means of a continuous payment authorization in favour of Primus or by using the credit or debit card details provided by the Customer to Primus in the Customer’s registration details. All sums due to Primus under this Agreement shall be paid in full by the Customer without any set off whatsoever.
3.3 Unless otherwise stated in an Order, the Customer shall be invoiced monthly by Primus for all Charges under this Agreement incurred in the preceding month. Payment is due within fourteen (14) days of the invoice date, but Primus shall have the right to request payment on demand if the Customer fails to make timely payment of any previous invoices. The time of payment of all sums due to Primus under this Agreement shall be of the essence of this Agreement.
3.4 Primus reserves the right to charge interest on all outstanding amounts owed to Primus and not paid in accordance with this Agreement. Until payment in full is received by Primus, interest shall be charged monthly on all unpaid amounts, at an annual rate of 4% above Barclays Bank plc’s base rate for the time being. Interest shall accrue notwithstanding termination of this Agreement for whatever reason. The Customer shall also pay all legal fees and other costs of collection of overdue amounts, if any.
3.5 If Primus is unable to collect the amounts due from a Customer as they fall due, Primus may, at its option, immediately suspend or cancel the Customer’s use of the Service and may forward the debt to an external agency for collection. The Customer shall pay Primus’s reasonable costs and expenses for collecting payment.
3.6 All Charges payable under this Agreement shall be calculated by reference to data recorded or logged by Primus and not by reference to data recorded or logged by the Customer.

4. Use of Services
4.1 The Customer undertakes to use the Service in accordance with such conditions as stated in the Agreement , and as may be notified in writing by Primus to the Customer from time to time and in accordance with applicable rules, regulations and laws.
4.2 The Customer undertakes not to use the Services:
4.2.1 for a purpose other than that for which the Service is provided and as may be set out from time to time in Primus’ service literature, or in a way that does not comply with Primus’ specific instructions, this Agreement or any applicable legislation; or
4.2.2 for the transmission of any material which is of a defamatory, offensive, abusive, obscene
or menacing character or is intended to be a hoax call to emergency services; or
4.2.3 in a manner which constitutes a violation or infringement of the rights of any other party including without limitation intellectual property rights; or
4.2.4 in any way that does not comply with any licenses applicable to the Customer or in any way unlawful or fraudulent or in connection with the carrying out of a criminal offence.
4.3 The Customer’s failure to comply with clause 4.2. will entitle Primus at its option to immediately suspend the Service and/or terminate this Agreement.
4.4 The Customer shall indemnify Primus against all liabilities, claims, damages, losses and expenses arising from or in any way connected with any such use as prescribed in this Condition 4.
4.5 The Customer undertakes that any Equipment used in connection with the Service shall be in good working order and conform at all times to the relevant standard or approval for the time being and the Customer shall at all times comply with the conditions of such standard or approval. Primus shall not be under any obligation to connect or keep connected any such Equipment not conforming, in Primus’ reasonable opinion, to the provisions of any applicable legislation or regulations. If requested by Primus the Customer shall provide Primus with all reasonable information relating to any such Equipment.
4.6 The Customer’s Application and registration details which the Customer provides to Primus shall be true, correct and complete, and the Customer agrees to inform Primus of any changes to these details including payment details, immediately by notice in writing to Primus or by calling 0800 036 3698 (calls are free and may be monitored by Primus for training, security and quality assurance purposes).
4.7 By registering for this Service, the Customer consents to Primus using and/or disclosing the Customer’s registration details for the following purposes:
4.6.1.processing the Customer’s Application or changes to the Customer’s registration details, which may involve credit checking by a credit reference agency, who may record that a credit check has been made, and disclosing certain personal and account details to a bank for the purposes of setting up in favor of Primus a monthly direct debit on the Customers bank account or a continuous payment authority on the Customer’s credit or debit card; and
4.6.2. providing registration details to any telecommunications provider who operates the telephone access network that is used to provide the Service and providing or arranging for third parties to provide customer care facilities and bill the Customer for the Service; and 4.8 in accordance with clause 10-Privacy Policy of these terms and conditions

5. Access & Equipment
5.1 To enable Primus to fulfill its obligations under this Agreement, the Customer shall permit or procure permission for authorized representatives of Primus to have access to the Customer’s premises and shall provide Primus with such reasonable assistance as Primus shall request. Primus will normally require access only during Customer’s normal working hours but may, on reasonable notice, require access at other times in order to ensure provision of the Service. At the Customer’s request, authorised representatives of Primus may agree to work outside the Customers normal working hours provided that the Customer reimburses Primus its reasonable charges for so doing.
5.2 Primus reserves the right to charge the Customer for all costs incurred as a result of carrying out maintenance or repair work on the Customer’s instructions which in Primus’ reasonable opinion is unnecessary.
5.3 The Customer shall take reasonable care of any Equipment supplied by Primus and the Customer shall indemnify Primus for any physical damage to, loss, theft or sale of the Equipment arising other than by normal wear and tear in the course of the correct utilisation of the Equipment.
5.4 Title in any Equipment that Primus provides to the Customer remains with Primus unless the Customer has paid Primus the Charges for such Equipment, in which case title is passed to the Customer only on Primus’s receipt of such payment in full.
5.5 If the Customer damages or loses any Equipment that is owned by Primus, then Primus may at its option require the Customer to reimburse Primus for the reasonable cost of any repair or replacement of such Equipment.
5.6 Unless otherwise agreed with Primus, for Equipment that is not paid for in full by Customer, the risk of loss and/or damage to such Equipment shall pass on delivery to the Customer. The Customer grants Primus a license to enter any premises where such Equipment is located in order for Primus or its agents to inspect, modify, replace or recover the Equipment.
5.7 If Primus has provided any Equipment to the Customer for use, then the Customer shall immediately return such Equipment to Primus, when requested by Primus or on the expiry or cancellation of the Service or this Agreement.
5.8 Primus will use its reasonable efforts to activate each Service by each relevant proposed Service commencement date. However all such date(s) are estimates, and time is not of essence for the purpose of achieving these date(s). Primus will not be liable to the Customer for any delay in the availability of any Service.

6.Provision of Information
The Customer undertakes promptly to provide Primus free of charge with all information and co operation that Primus may reasonably require to enable it to proceed without interruption with the performance of its obligations under this Agreement.

7. Liability
7.1 Nothing in this Agreement shall exclude or restrict Primus’ liability for death or personal injury resulting from the negligence of Primus or its employees while acting in the course of their employment or any other liability that may not be excluded or limited as a matter of English law.
7.2 Subject to clause 7.3. the total of Primus’s liabilities arising under or in connection with this Agreement whether arising in Tort, from its negligence, its breach of contract, or its breach of statutory duty, under any indemnity or howsoever caused shall not exceed the sum paid or payable by the Customer for the Equipment and/or Service in respect of which the liability arises.
7.3 Notwithstanding anything to the contrary in this Agreement (whether this Agreement continues in force or not) Primus shall not be liable to the Customer under or in connection with this Agreement for any corruption, destruction or loss of data, loss of goodwill, loss of anticipated savings, loss of contracts, loss of revenue, loss of use, loss of profits, loss of business, for any extra operating costs and expenses or for any indirect or consequen-tial loss whatsoever or howsoever caused, whether arising in Tort, from its negligence, its breach of contract, or its breach of statutory duty, under any indemnity or howsoever caused.
7.4 In the event that Primus fails, for any reason, to provide the Service, Primus shall not be liable to the Customer for any charges incurred by the Customer should the Customer divert its traffic to another carrier or to a third party’s network
7.5 The provisions of this Condition 7 shall continue to apply notwithstanding termination or expiry of this Agreement.

8. Availability
8.1 Primus will use all reasonable endeavours to ensure that the Service is available for use by the Customer in accordance with the standards for the time being relating to the Service set out in Primus’ service literature.
8.2 Except as otherwise expressly provided in this Agreement, then Primus shall use all reasonable endeavors to correct as soon as is reasonably practicable any technical fault with the Service that is notified by the Customer, provided such fault is not attributable to the act or omission of the Customer or any third party, a force majeure event, or the failure or malfunction of any equipment provided by the Customer.
8.3 The Customer shall pay all reasonable costs incurred by Primus in investigating and remedying any fault which is attributable to: (i) the negli¬gent act, omission, breach, or fault of the Customer, or (ii) the failure or malfunction of any Customer equipment.
8.4 The Services, Equipment and Software is provided by Primus on an “as is” and “as available” basis to the Customer without warranties of any kind, either express, implied, written, oral, or statutory, including but not limited to warranties of non-infringement or implied warranties of satisfactory quality or fitness for a particular purpose. Primus does not warrant that the Services, Equipment or Software is completely error free or that it will operate without loss or interruption.
Question: what do we do for service faults?

9. Termination
9.1 Without prejudice to their rights under this Agreement, Primus or the Customer shall have the right to terminate this Agreement immediately in the event that:
9.1.1 the other party is in default in its performance or observance of any of its obligations under this Agreement and fails to remedy the breach within 30 days of written notice from the non defaulting party to do so: or
9.1.2 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 re-ceiver or administrative receiver is appointed of any of the 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 wind-ing up petition or make up a winding up order.
9.2 Without prejudice to its other rights. Primus shall have the right immediately to terminate this Agreement by notice in writing to the Customer in the event that:
9.2.1 the Customer fails to make any payment when it becomes due to Primus; or
9.2.2 the Primus ceases to adhere to the general conditions which are required by ap-plicable law to be adhered to when providing telecommunications services in the United Kingdom; or
9.2.3 a Customers right to run its telecommunications system and connect it to the Primus system is revoked, amended or otherwise ceases to be valid.
9.3 Either party may terminate this Agreement by serving not less than 30 days prior written notice of termination upon the other party.
9.4 In the event of termination by Primus under conditions 9.1, 9.2, or 9.3, Primus shall be entitled to recover from the Customer all costs, losses and expenses incurred by Primus, including but not limited to the cost of removing provision of the Service to the Customer’s premises.
9.5 On termination of this Agreement for whatever reason the Customer shall co operate with Primus, at the request of Primus, in the removal of any equipment and the re program-ming of the Customer’s telephone system if necessary during the normal working hours of Primus.
9.6 Should the Customer and Primus agree that the Customer can change the chosen Service plan to another Service plan, and the payment of any applicable Charges, then the Initial Term of the new Service plan shall be the minimum term of the new Service plan.
9.7 Upon termination of this Agreement, the Customer’s right to use any Service shall cease immediately and the Customer shall be liable for all the Charges owing till the date of termination which shall be payable upon receipt of invoice.
9.8 Should the Customer have taken any Service(s) together with other telecommunica-tions services from Primus including without limitation carrier pre-select (“Other Services”) for the Initial Term, and if the Customer then terminates one or more of these Other Serv-ices during the Initial Term or any subsequent period, then from such termination date the Customer must pay the full current Charges for all the Services and not any discounted Charges offered.
9.9 In the event of termination by the Customer under Clause 9.3 prior to the expiry of the Initial Term, Primus shall be entitled to be paid immediately by the Customer an amount being equal to the higher of (i) four times the amount (ex VAT) of the last full calendar months invoice issued by Primus to the customer under this Agreement prior to the month of termination; or (ii) the sum of £395.00 (ex VAT) together with any cost of removing equipment from the Customer’s premises.
9.10 In the event of termination by Primus under Clause 9.1 or clause 9.2. prior to the ex-piry of the Initial Term, Primus shall be entitled to be paid immediately by the Customer an amount being equal to the higher of (i) four times the amount (ex VAT) of the last full calendar months invoice issued by Primus to the customer under this Agreement prior to the month of termination; or (ii) the sum of £395.00 (ex VAT) together with any cost of removing equipment from the Customer’s premises.

10. Privacy Policy
10.1 In the case of any Customer relating to whom Primus processes personal data (as defined in the Data Protection Act 1998), the following shall apply:
10.1.1 Primus may process such personal data for the purposes of administering the relationship with the Customer and, as part of its use of such data, may transfer that data to other Primus affiliates in jurisdictions outside the UK, which also provide the same level of protection for personal data as exists in the UK.
10.1.2 Primus may also, from time to time, use such personal data to provide the Customer, whether by telephone or facsimile or electronic mail or other means of communication, with details of promotions, products and services of Primus which Primus considers may be of interest to the Customer.
10.1.3 Primus may use credit scoring or may carry out a credit check when considering the Customer’s Application and when operating account(s) or making credit decisions or other-wise providing the Services, and may search the files of credit reference agencies, and may keep a record of the search, and the Customer authorises Primus to do so.
10.1.4 Information about the Customer’s debts owed to Primus may be disclosed to credit reference agencies where: the Customer has defaulted in its payments and the amount owed is not in dispute; the Customer has not made proposals satisfactory to Primus for repayment of its debt following formal demand; and the Customer has been given at least twenty-eight (28) days’ notice of its intention to disclose.
10.1.5 Primus may process Customer information with the Services for the prevention or detection of fraud, and to deal with Customer enquiries.
10.1.6 If the Primus account is a joint account held by two or more persons, Primus may share information about the Customer and the conduct of the joint Primus account with the other person(s).
10.1.7 Primus may share information about the Customer and the conduct of the Primus account with any person to whom Primus transfers its rights or obligations under this Agree-ment.
10.1.8 Primus may share Customer’s personal information with other companies, for ex-ample, Primus may use specialist third parties to conduct market research on its behalf to see how Primus can improve the Services it offers. However, these third parties can only process this information ac¬cording to the instructions Primus gives them.
10.2 By entering into this Agreement, the Customer expressly agrees to the use of personal data for the purposes described in sub-clauses 10.1.1 to 10.1.8.
10.3 To help improve Primus’s Services and in the interests of security, Primus may monitor and/or record the Customer’s telephone calls with Primus.

11. Suspension of Service
11.1 Primus may at its sole discretion elect to suspend forthwith the provision of the Service with or without notice to the Customer and without liability to the Customer in the event that:
11.1.1 the Customer is in breach of any term of this Agreement;
11.1.2 the Customer fails to make any payment when it becomes due to Primus;
11.1.3 the Customer prevents or delays prearranged maintenance from being carried out;
11.1.4 Primus is obliged to comply with an order instruction or request of government, an emergency service organisation or other competent authority including without limitation OFCOM; or
11.1.5 the Customer is suspected, in Primus’ reasonable opinion of involvement with fraud or attempted fraud or acts which are of a defamatory, offensive, abusive, obscene or men-acing character in connection with use of the Service: or
11.1.6 Primus needs to carry out emergency works for the provision of the Service or its network.
11.2 Notwithstanding the right of suspension under this Condition 11, Primus shall still have the right, under the terms herein to terminate this Agreement.
11.3 The Customer shall pay to Primus all reasonable costs and expenses incurred by Primus as a result of suspension of the Service which is a consequence of any breach, fault or omission of the Customer hereunder and any costs and expenses incurred in connection with reconnection of the Service, as may be applicable.
11.4 Primus may continue billing the Customer during the period the Serv¬ices are sus-pended.

12. Assignment
This Agreement may not be assigned in whole, or in part, by the Customer without the prior written consent of Primus. However, Primus may at any time transfer this Agreement to any third party, assign any of its benefits and/or obligations under this Agreement and/or sub-contract the performance of any of its obligations under this Agreement to any third party.

13. Third Parties
13.1 The rights and obligations set out in this Agreement shall be solely for the benefit of, and shall be enforceable only, by the Customer and Primus and their respective successors and permitted assigns. A person who is not a party to this Agreement has no right under the Contract (Rights of Third Parties) Act 1999 (“Act”) to enforce any terms or conditions of this Agreement, but this does not affect any right of a third party which exists or is available apart from this Act.

14. Proprietary Rights
14.1 All intellectual property rights, including without limitation, patents, trademarks, and copyright relating to the Service(s), and any trade marks or trade names used by Primus in the provision of the Service, shall remain the sole property of Primus or its licensors.
14.2 The Customer shall not be entitled to use the name, trademarks, trade names or any other proprietary identifying mark or symbols of Primus, without the prior written consent of Primus.
14.3 Any IP or other network addresses allocated by Primus to the Customer are for use only in connection with the Service and all rights in such addresses belong to Primus and shall revert to Primus upon termination of this Agreement.
14.4 Primus may make available to the Customer software that enables the Customer to use the relevant Service (“Software”). The Customer must not copy or modify this Software (unless otherwise allowed by law) nor re-sell, transfer, assign any rights or obligations in the Software or sub-license the Software.
14.5 The Customer must only access the relevant Service through use of this Soft¬ware or in an alternative way as permitted by Primus in advance and shall not circumvent any security measures for the use of this relevant Service.
14.6 The Customer agrees to keep in confidence any information (whether written or oral) of a confidential nature (including Software and manuals) obtained under or in connection with this Agreement and will only use such information in order to receive the Services.

15. Force Majeure
Neither party shall be liable to the other party for any failure to perform any of its obligations under this Agreement (other than payment by the Customer of Charges due) or 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, cable cuts, outages, the act or omission of government, highway authorities, other telecommunications operators or administrators or other competent authorities, war, military operation, or riot, terrorism difficulty, delay or failure in manufacture production or supply by third parties of equipment or any act or omission of any third party.

16. Changes
16.1 Primus reserves the right to make changes to these Terms and Condi¬tions and/or Charges either by giving Customers twenty-eight (28) days notice, unless such changes are due to legal and/or regulatory reasons, in which event the change will be made immediately on the website without prior notice.
16.2 Should an increase in the Charges and/or change in the Terms and Conditions put the Customer at a significant disadvantage, then Primus will notify the Customer in writing and the Customer has a right to immediately terminate the Agreement, failing which the Customer shall be bound by the amended Terms and Conditions and/or Charges. In the event of such termination under this clause 16.2, the Customer will be liable to pay the termination payment under clause 9.9. The changes to the Terms and Conditions and/or Charges shall be displayed on the Primus website at http://www.planet-talk.co.uk and can be requested by writing to or by calling Primus customer service department

17. Entire Agreement
This Agreement represents the entire agreement and understanding of the parties with respect to the subject matter hereof and supersedes all prior agreements, promises, covenants, arrangements, communications, whether understandings and representations, or warranties, whether written or oral except for any fraudulent misrepresentations. This Agreement may only be modified if such modification is in writing and signed by Primus and the Customer. In no event shall any terms or conditions included on any form of Customer purchase order apply to the relationship between Primus and Customer hereunder, unless the parties expressly agree to such terms in writing. Any amendments of or waivers relating to this Agreement or any Order must be in writing signed by the party, or parties, to be charged therewith.

18. General
18.1 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 facsimile transmission (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.
18.2 Primus’ 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 Primus for that purpose. The Customer’s address for service of any notice hereunder shall be such address as appears on the Customer’s application form or such other address as may be prescribed by the Customer for that purpose
18.3 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.
18.4 If any provision set out herein shall be held by any court or award in arbitration to be invalid or unenforceable, the validity or enforceability of such provision shall not affect the other provisions of this Agreement , which shall continue in full force and effect.
18.5 All Clauses in the Agreement which are either expressed to survive or which are by implication intended to survive termination or expiry of the Agreement will continue to survive notwithstanding termination or expiry of the Agreement.
18.6 The headings in these Clauses are inserted for convenience only and shall not be referred to in the interpretation of the Agreement.
18.7 All terms used in the following Primus Special Terms & Conditions but not defined therein shall have the same meaning as in these Primus Standard Business Terms and Conditions.

19. Governing Law
This Agreement shall be governed by and construed in accordance with English law and the parties hereby submit to the non-exclusive jurisdiction of the English Courts.

 

Primus Special Terms & Conditions for the Provision of Broadband Services

Definitions:
“Broadband Equipment” means a broadband modem, router, microfilter, software and other hardware and materials which Primus may supply to the Customer.
“Broadband Service(s)” means the Primus broadband service and packages that Primus provides the Customer at a UK address with high-speed network access to the Internet, including a range of internet services, helpdesk services and applications as may be further described at http://www.planet-talk.co.uk.

1. Packages
1.1. Primus offers the following Broadband Services (“Packages”) for business users:
(i) Primus Office - for a small or home office setup accommodating up to four (4) users.
(ii) Primus Business - for medium sized companies accommodating between five (5) to twenty (20) users.

2. Provision of the Baordband Service
2.1. Primus shall provide the Broadband Services in accordance with this Agreement. Primus may, at its discretion, accept the Customer’s Application subject to confirmation that the Customer’s telephone lines support ADSL (Asymmetric Digital Subscriber Line). If Primus accepts the Customer’s Application, Primus will (i) advise the Customer of the proposed Broadband Service commencement date; (ii) deliver any required Broadband Equipment ordered by the Customer; and (iii) send a welcome pack confirming registration details which will contain the applicable user names and passwords relevant to the various Broadband Service selections made by the Customer. If Primus cannot provide the Customer with the Broadband Service, Primus will notify the Customer as soon as possible.
2.2. The Broadband Service commencement date is conditional upon:
2.2.1. the Customer meeting the following requirements: having a BT phone line, broadband
modems, routers and the stipulated PC’s or operating systems which meets the require¬ments set out at http://www.planet-talk.co.uk;
2.2.2. the Customer correctly installing and continuing to correctly install those items specified in clause 2.2.1 above and any Broadband Equipment provided by Primus under this Agreement; and
2.2.3. the availability of the Broadband Service.
2.3. The Broadband Service commencement date shall be at least ten (10) days after the date Primus accepts a Customer Application (“Confirmation Period”).
2.4. The Customer may cancel this Agreement during the Confirmation Period without any liability, by giving written notice of such cancellation to Primus to be received by Primus within the Confirmation Period. However, this right of cancellation cannot be exercised if the Customer uses the Broadband Service during the Confirmation Period.
2.5. Primus will use its reasonable efforts to activate the Broadband Service by the proposed Broadband Service commencement date. However all such date(s) are estimates, and time is not of essence for the purpose of achieving these date(s). Primus will not be liable to the Customer for any delay in the avail¬ability of the Broadband Service.
2.6. Primus will use the BT Availability Checker to provide the most suitable connection speed to the Customer. If a particular product is not available, Primus will endeavour to advise the Customer of such unavailability in advance and order a more suitable speed product for the Customer.
2.7. When applying for the Broadband Service via the telephone, the Customer consents to the Customer’s Application or Order being recorded by Primus for audit purposes. While the Customer is on telephone, Primus may conduct a telephone line test and survey. The Customer may choose from (i) a selection of Packages, additional Broadband Service features including without limitation e-mail accounts, Internet Protocol (“IP”) addresses (subject to availability), Broadband Equipment; (ii) different Broadband Service broadband bandwidths (1Mb, 2Mb and up to 8Mb); and (iii) number of users of the Broadband Service.
2.8. Should the Customer move from the UK address given initially in the Customer’s Application, then Primus will only use its reasonable endeavors to make available the Broadband Service at any new UK address, subject to confirmation that the Customer’s telephone line supports ADSL (Asymmetric Digital Subscriber Line) and on payment by the Customer of any Charge stipulated by Primus for transferring the Broadband Service. Whether or not Primus is able to make the Broadband Service available at any new UK address, the Customer shall continue to be liable to pay the Charges due under the current term of the Agreement. This clause shall apply each time the Customer changes its UK address during any current term of the Agreement.

3. Customer's Use of the Broadband Service.
3.1. The Broadband Service is for business use only and not for residential use.
3.2. The Customer must not use the Broadband Service:
3.2.1. in a way that does not comply with Primus’s specific instructions, this Agreement or any applicable legislation: or
3.2.2. in any way that would, in Primus’s reasonable opinion, materially affect the use of or access to the Internet of any other person, including without limitation substantial data transfer during peak times: or
3.2.3. in contravention of the Primus acceptable use policy set forth at: http://www.planet-talk,co.uk: or
3.2.4. to disseminate or otherwise distribute, knowingly receive, upload, use or re-use, any information or material which is inappropriate, profane, abusive, indecent, defamatory, obscene or menacing or in breach of any copyright, privacy or any other right: or
3.2.5. to transmit any unsolicited commercial or unsolicited bulk e-mail: or
3.2.6. in any way which infringes any third party’s intellectual property rights.
3.3. The Customer’s failure to comply with clause 3.2. will entitle Primus at its option to immediately suspend the Broadband Service and/or terminate this Agreement.
3.4. The Customer agrees to indemnify and hold harmless Primus for any claims, loss and/or damage (including reasonable attorney’s costs) arising, directly or indirectly, out of or in connection with the breach by the Customer of any of these broadband terms and conditions.

4. Disclaimer
4.1. Primus does not guarantee that the Broadband Service would be available at all times or that the speed of the Broadband Service will be constant all the time. The Customer acknowledges that the speed of the Broadband Service may vary from time to time, due to congestion on the Internet network.
4.2. The Customer acknowledges that various elements of the Broadband Service are provided by third parties, and therefore, Primus does not guarantee that such products, Broadband Services or websites accessible via the Primus are virus free.
4.3. The Customer acknowledges that licensed telephone operators provide the telephone networks which are utilized by Primus, and therefore, Primus does not guarantee that the Broadband Service will be uninterrupted or error free, or that the Customer will be able to access the Internet via the Broadband Service at all times.
4.4. When Primus provides the Broadband Service to the Customer, Primus will use reasonable
skill and care of a competent internet service provider.

5. Broadband Service Level
5.1. Primus provides the Customer with the option to elect the ‘Enhanced Care Package’. The Enhanced Care Package entitles the Customer to receive support for resolution of Broadband Service faults with the BT network twenty four (24) hours a day and seven (7) days a week including UK Bank and public holidays. BT will respond to a fault report within three (3) hours of receipt of the fault report from the Customer via Primus and BT will clear the fault within twenty (20) hours of receipt of the fault report. If the fault is not cleared during this period, BT will advise Primus of the progress being made in clearing the fault. BT and/or Primus may make engineering visits, outside normal hours, to the customer’s site to complete a repair if unrestricted access is available.
5.2. The monthly price for the Enhanced Care Package will be provided at the price of £10.00 per calendar month per Broadband Service (ex VAT) or the latest current Primus Charge at the time of the Customer Application, whichever is the higher. If the price of the Enhanced Care Package is increased by BT (to be passed on) or by Primus, such increased price will become effective only after the completion of twelve (12) months at the original price as at the Effective Date.

6. Payment
6.1. The Customer must pay all Charges as specified by Primus for Broadband Equip¬ment and/or Broadband Services that the Customer purchases from Primus. The Customer shall also pay a one time connection charge of £50.00 per Broadband Service (ex VAT) or the latest current Primus Charge at the time of the Customer Application, whichever is the higher. This Charge will be applied at individual service level on each new broadband Service taken by the Customer. The Account Manager of the Customer however, has the discretion to reduce or waive such connection charge.
6.2. Primus may at its option offer the Broadband Equipment to use this Broadband Service, free of charge as part of any promotion(s) it may run from time to time.
6.3. Primus shall not be responsible for any charges which the Customer incurs with BT or any third party telecom network or systems operator in connection with this Broadband Service.

7. Broadband Service Security
7.1. Primus will issue the Customer with a set of usernames and passwords. These are essential for the Customer’s use of the Broadband Service, and the Customer must ensure that they are kept confidential and secure and the Broadband Service must be used by the Customer in accordance with all relevant polices and instructions including those set forth at: http://www.planet-talk.co.uk.
7.2. To ensure that the Broadband Service remains secure, the Customer shall not change or attempt to change a username.
7.3. If Primus considers that there is likely to be or has been a breach of security or misuse of the Broadband Service, Primus may immediately:
7.3.1. change the Customer’s password and notify the Customer that it has done this; and/or
7.3.2. suspend the Customer’s username and password which provide ac¬cess to the Broadband Service.
7.4. If the Customer considers that any username or password has become known by someone not authorised to use it, or if any password is being or is likely to be used in an unauthorized way, or has been stolen, the Customer must inform Primus immediately.
7.5. The Customer will be responsible for all actions undertaken by anyone else using the username and password unless the Customer has given no¬tice to Primus at the first possible opportunity upon becoming aware of the events listed in paragraph 7.4 above. Primus may suspend the Broadband Services and the Customer will fully indemnify Primus from all losses resulting from such actions.

8. Customer's Use of the Internet.
8.1. This Broadband Service will allow the Customer to access the Internet, and the Customer acknowledges and agrees that:
8.1.1. the Internet is separate from the Broadband Service and use of the Internet is at the Customer’s own risk and expense and subject to any applicable laws; and
8.1.2. Primus has no responsibility for any products including goods, services, information or software that the Customer obtains when using the Internet (including email); and
8.1.3. the Customer is responsible for ensuring that any PC used to receive the Broadband Service is adequately protected against computer viruses.

9. Broadband Equipment
9.1. To ensure that the Broadband Service remains safe and secure, any equipment connected to or used with the Broadband Service must bear the European Consumer Equipment Standards “CE” mark.
9.2. Primus will not be liable for any loss and/or damage caused by any equipment used with the Broadband Service that Primus has not provided.

10. Software
10.1. Unless otherwise expressly stated by Primus, the Customer shall be charged for all upgrades and downgrades in the Broadband Services that the Customer opts for.
10.2. The downgrade charge is a one time fixed charge of £15.00 per Broadband Service (ex VAT) or the latest current Primus Charge at the time of the Customer Application, whichever is the higher , that Customer shall pay when the Customer downgrades a business Broadband Service. Such charge which apply only to downgrades during the Initial Term of this Agreement and not if a Customer downgrades after the end of the Initial Term and establishes a new business broadband contract. Downgrades are classified as any of the following:
(i) Customer opting for a lower connection speed,
(ii) Customer opting for a lesser package tier (e.g., shifting from Primus Business to Primus Office), or
(iii) Customer opting to change from a business account to a residential account.
10.3. Customers wishing to change from a business account (Primus Business to Primus Office) to a residential account can do so on payment of a one time charge of £15 per Broadband Service (ex VAT) or the latest current Primus Charge at the time of the Customer Application, whichever is the higher. This is treated as a cancellation fee for an existing order of a Broadband Service. The Customer will enter a new contract for an order for a full contract term on the residential broadband service ordered. This will also apply to customers of Primus Business who are upgrading to Primus Office. There will be a no charge for canceling an existing order on the Primus Business product and the Customer will enter a new full contract term for the Primus Office product taken.
10.4. If Customer cancels the Broadband Service on the original account type or business product type and no new contract is entered into in the new account type or business product type as the case may be, the Customer will be liable for the remaining charges due on the original contract for the full Initial Term, in accordance with Clause 9.9 of the General Terms and Conditions.

11. Termination
11.1. Without prejudice to its other rights and remedies, Primus may suspend the Broadband Service, and/or terminate this Agreement forthwith by notice to the Customer in the event that the Customer does not use the Broadband Service for at least ninety (90) consecutive days.

12. MAC Codes
12.1. Primus will provide all Customers who terminate the Broadband Services, and whose recovery process is still within the Initial Term, a Migration Authorisation Code (“MAC”) if the Customer requests it. The MAC will enable Customers to seamlessly switch from one provider to another without having to wait to cease the broadband Broadband Service and re-register with another provider.

Primus Special Terms & Conditions for the Provision of Primus Carrier Pre Select Service and Wholesale Line Rental.

Definitions:
“Primus Carrier Pre Select (CPS) and wholesale line rental (WLR) Service(s)” means the “Carrier Pre-Select” and “Line Rental” services as understood by the UK Telecommunication industry, as Primus may agree to provide to the Customer.

1 . Additional Provisions
The following additional provisions will apply with respect to Customers who receive the Primus CPS and WLR Service:
1.1 The Customer may cancel the CPS and WLR service within fourteen (14) days of sending the Customer Application form to Primus by written notice to Primus. This right to withdraw cannot be exercised after fourteen (14) days from sending the application form to Primus.
1.2 CPS and WLR are subject to availability and may be withdrawn at any time. The Customer agrees to indemnify Primus against all liabilities, claims, damages, losses and expenses arising from or in any way connected with any misuse by the Customer of the CPS and/or WLR service.
1.3 The CPS and WLR service is only available to Customers who have an existing BT telephone line. The Customer accepts that by receiving the CPS Service that certain BT’s Select Services may no longer be available.
1.4 In the event that the Customer is provided with the Primus WLR, then the Customer is required to immediately transfer all current associated network services which it uses to Primus.

2. Procedure for Fault Reporting
Primus procedure for fault reporting shall be as follows:
2.1 Primus shall designate an Account Man¬ager and numbers for the purposes of this clause as communicated to the Customer from time to time. In the event of a fault, a Customer may contact the Account Manager through the designated numbers or the free phone number 0800 0036 3698 whereby they can either reach an Account Manager directly, or a voicemail message where they can leave the necessary information.
2.2 During Primus business hours, 8:00am and 5:30pm Monday to Friday, Account Managers will note the following details and generate a trouble ticket relating to complaints for direct connect faults. Customers shall provide the following information to Primus when reporting faults:
• Account Name and Number • Type of line • Originating Number • Terminating Number • Terminating Destination • Time and Date of when exact fault occurred • Reported Problem • Contact Details i.e., Contact name & number
2.3 Primus shall use commercially reasonable efforts to provide the following response times from the time of reporting for the Account Manager depending on Customer care level purchased by the Customer;
• Care Level 1: 24 hour response
• Care Level 2: 4 hour response (within business hours), next working day response (outside
business hours)
• Care Level 3: 4 hour response
Care Level 2 and 3 carry a monthly charge, whilst Care Level 1 is offered as standard without charge.
2.4 Account Managers may, if required, report the case to the Line Fault Department. After 9:00 pm calls are routed directly to Primus’ switch office which is attended 24 hours a day, seven days a week. Should there be a problem with resolving a fault, Primus’ en¬gineers are in full contact with representatives at BT who will resolve the fault remotely, or in extreme cases, send out a BT engineer to the site location.

Primus Special Terms & Conditions for the Provisions of NTS (Number Translation Services)

Definitions:
“NTS Service(s)” shall mean means the “Number Translation Services” as understood by the UK Telecommunication industry, as Primus may agree to provide to the Customer.

1 . Additional Provisions
The following additional provisions will apply with respect to Customers who receive the Primus NTS Service:
1.1. Should Primus agree to port to Primus any current telephone numbers, including NGN’s ( “Ported Numbers”) which are being used by the Customer, then Primus will for the agreed cost with the Customer, use its reasonable endeavours to port these current Ported Numbers from the Customer’s current supplier to Primus. Porting times may vary, as it involves third parties and delays are possible.
1.2. Primus will for the agreed cost with the Customer be able to provide certain reports it specifies to the Customer by email, CD, floppy or paper.
1.3. After the current Ported Numbers used have been ported to Primus, then the Customer will be entitled to a monthly rebate payment ( subject to Primus receiving the relevant rebate payment from BT or any other provider) calculated by applying the per minute rebates specified in the Customer Application, to the inbound minutes passing over these Ported Numbers and any new numbers provided by Primus as part of the NTS Service ( the “Numbers”) during the relevant month, as recorded in data supplied by Primus to the Customer (which shall be conclusive for the purpose of calculating these rebates due to the Customer).
1.4. The Customer should invoice Primus each calendar month for any such rebates due for inbound minutes passing over the Numbers in the previous calendar month, using the monthly report sent by Primus. Primus will pay to the Customer any such rebates due once Primus receives the relevant rebate payment from BT or any other provider. Normally payments are made 30 days after the relevant rebates are received from BT or any other provider.
1.5. Payments can be made via BACS or Cheque. Primus will retain the balance of each monthly rebate payment received from BT or any other provider ( being the amount of the monthly rebate payment for inbound minutes passing over the Numbers less the monthly rebate payment made to the Customer), as payment for providing the Services. Should the rebate which Primus receives from BT or any other provider for the inbound minutes passing over these Numbers reduce, then these per minute rebates which the Customer receives from Primus will be reduced immediately on a pro rata basis. This pro-rata reduction will apply each time the BT or any other providers rebate is reduced.

Primus Special Terms & Conditions for the Provision of Primus VoIP Service

Definitions:
“Primus VOIP Service(s) shall mean the Features offered by Primus and made available by Primus under this Agreement, which the Customer can access regardless of whether they are using a soft phone, hard phone or even have access to their phone at all, and which can be managed via a simple web interface, being the Primus or a third party’s website.
VOIP Software. Shall mean all Software including without limitation the Broad Soft object-code computer programs licensed by Primus to the Customers for use solely in conjunction with the Authorized Equipment. Software includes New Software Releases and Software Patches made available to the Customer and any updates or upgrades provided to the Customer.
Feature. Shall mean a distinguishable VOIP Software function included in the Software as specifically identified in the Customer Application, and which is activated by the Customer. Various Features may be grouped together in Feature Packs.
Feature Pack. (s). shall mean a grouping of specific Features.
Foreign Software. Shall mean any software either purchased and installed by a third party, or developed and installed other than the Software covered under this Agreement.
Monthly License Fee(s). Shall mean the calendar month license fees set out in this Agreement payable for each monthly license by a Customer of a Feature Pack and for each a La Carte Feature licensed with each relevant Feature pack. [This monthly license fee also includes all support and maintenance from the Company in accordance with this Agreement, New Software Releases, Software Patches , and provisioning of the End-User.
New Software Release(s). Shall mean a superseding release or upgrade of the then current release of the Software which adds to, to, improves or further enhances those Features licensed by Primus to the Customer in a Feature Pack and involves extensive changes to the then current release of the Software, and upgrades and updates to Software.
VOIP Equipment. Those items of Authorized Equipment which Primus may at its option sell to the Customer under this Agreement.
Software Patch. Software which corrects or removes a reproducible anomaly or “bug”. Software patches do not constitute a New Software Release but may be included in a New Software Release, Feature or Feature Pack.
Authorized Equipment. That equipment identified in the then Customer Application as specifically certified by the Primus as being interoperable with the Software.

1 . Additional Provisions
The following additional provisions will apply with respect to Customers who receive the Primus VOIP Service:
1.1. The Customer will not:
1.1.1.copy or adapt the VOIP Software for any purpose, except as specifically permitted under this Agreement;
1,1,2,use the VOIP Software except for the purposes for which it was licensed for , being the Customers internal use;
1.1.3. reverse engineer, translate, decompile, or disassemble the VOIP Software;
1.1.4. introduce any Foreign Software on the same equipment on which the VOIP Software is installed;
1.1.5. install the VOIP Software on any equipment that is not Authorised Equipment;
1.1.6. Use the VOIP Services for any improper or unlawful purposes, nor allow others to do so.
1.2. The Customer will bear all responsibility and liability regarding the content of the information
or data transmitted on its network through its use of the VOIP Service.
1.3. The Customer will hold, at all relevant times for the duration of this Agreement, all appropriate licenses to operate telecommunications systems and equipment which are connected to the VOIP Service equipment and will not use the VOIP Service in a way which is likely to lead to any breach of the provisions of any license held.
1.4. As a condition precedent to the Customer receiving the VOIP Service , then the Customer must enter into a legally binding End User License Agreement as set out at the relevant Primus website ( to e advised to the Customer) , being a license agreement which documents license agreement and the responsibilities between Broad Soft ( the ultimate VOIP provider ) and the Customer.
1.5. The Customer agrees that Broad Soft and Hipcom are third party beneficiaries of this Agreement and may enforce the Agreement directly against the Customer.
1.6. Primus may at its option send to the Hipcom this Agreement which it enters into with the Customer.
1.7. Primus may at its option make changes to the Features that make up a Feature Pack or introduce new Feature Packs.
1.8. A New Software Release may include new Features which are not activated and not made available to a Customer unless a new or upgraded Feature Pack is licensed.
A New Software Release may also correct Software anomalies or “bugs” in earlier