Terms & Conditions
1. Agreement Structure
The Agreement shall comprise of: (1) each set of Commercial Terms; (2) the Service Terms; (3) any applicable Price Plan Guides; (4) these General Term; (5) Connect it’s Standard List Price; and (6) any other document expressly referred to in this Agreement; which apply in decreasing order of precedence.
The defined terms in the Agreement shall have the following meanings:
Actual Spend – for applicable Agreements specifying a Target Spend, the aggregate amount of Charges incurred and paid by the Customer during the Minimum Term for the Service to which the Target Spend relates, but excluding Equipment Charges. Access Fee – a periodic fee payable by the Customer for use of the Services.
Bearer Service – the method of transport used to carry communication information over the Network and the provision of access for external communications to the Network. Speeds may vary significantly and are dependent on coverage. Business Day – any day that is not a Saturday or Sunday, or a public holiday in England. Charge – Access Fees, fees for Equipment, Software Licence fees, Recovery Charges, and all other fees payable by the Customer for use of the Services.
Commencement Date – the Commencement Date for the ordered Services shall be the date Connect it begins to provide the ordered Services and/or Equipment to the Customer.
Commercial Terms – the document headed ‘The Commercial Terms’ or ‘Welcome Letter’ which details the commercial offer to the Customer for the Services, and which incorporates any applicable Service Terms and Price Plan Guides and these General Terms. Confidential Information – information that would be reasonably regarded as confidential by a business person concerning the operations, business, services, know-how, suppliers, customers or products of the disclosing Party disclosed by a Party to the other Party before or after the Commencement Date.
Connection – a Connect it SIM Card that has been configured to attach to the Network, with a price plan associated with it. Content Service Pass – a virtual pass to access content services as part of the Customer’s price plan (where applicable). Customer Affiliate(s) – any corporate body registered in the UK in which the Customer has the beneficial ownership of more than 50% of the issued share capital, or the legal power to direct the general management of that company.
Customer – the contracting Party set out in the Commercial Terms.
Customer Equipment – any tangible material not supplied by Connect it to the Customer, which the Customer uses to access the Services.
Due Date – as specified in the Commercial Terms, and if not specified, 7 days from the date of invoice by direct debit. Equipment – any tangible material, but not a SIM Card, supplied by Connect it to the Customer, such as (but not limited to) a mobile phone or a connecting cable.
Enterprise Device Price List – the document issued by Connect it every month detailing the current list price of Equipment available on request.
GSM Gateway – any Equipment containing a SIM Card that enables calls from a fixed network (landline) to be routed via a GMS link to a mobile network establishing a mobile-to-mobile (‘on-net’) call. Insolvency Event – an event where the other Party goes into liquidation, makes an arrangement with creditors, appoints a receiver or administrator, or has bankruptcy or insolvency proceedings brought against it; or suffers a similar event in any jurisdiction.
Intellectual Property Rights – rights in, and in relation to, any patents, registered designs, design rights, trademarks, trade and business names (including all goodwill associated with any trademarks or trade and business names), copyright, moral rights, databases, domain names, topography rights and utility models, and including the benefit of all registrations of, applications to register and the right to apply for registration of any of the foregoing items and all rights in the nature of any of the foregoing items, each for their full term (including any extensions or renewals thereof) and wherever in the world enforceable; rights in the nature of unfair competition rights and to sue for passing off; and trade secrets, confidentiality and other proprietary rights, including rights to know-how and other technical information. Minimum Term – the minimum term with the Customer commits to receive a Service measured from the Commencement Date, as specified in the Commercial Terms.
Network – The telecommunication systems used by Connect it to provide the Services.
Party – Connect it or the Customer. Together, ‘the Parties’.
Port – the transfer of a mobile or Geofix or Non-geographic number that is connected to the Network under this Agreement to a different network provided by another supplier.
Price Plan Guide – a document that details out-of-bundle Charges and individual terms for a particular standard price plan, as updated from time to time.
Recovery Charge – where a Target Spend is specified in the Commercial Terms the Recovery Charge shall be calculated as the greater of (a) Target Spend ÷ Minimum Term (in months) x number of months left in Minimum Term from the date of termination; or (b) Target Spend – Actual Spend. If a Target Spend is not specified in the Commercial Terms the recovery charge shall be calculated as: Access Fee x number of months left in Minimum Term.
Service(s) – a service provided by Connect it pursuant to the Agreement as described in the relevant Service Terms and Commercial Terms.
Service Terms – a schedule that sets out service-specific information such as terms and conditions, specifications and technical information.
SIM Card(s) – a Subscriber Identity Module Card is an integrated circuit storing user-specific data to allow use of Equipment on the Network.
Software – a machine-executable computer program, software module or software package or any part thereof(in object code only), supplied by Connect it or its licensors to the Customer irrespective of how it is stored or executed. Software Licence – the terms and conditions that prescribe: how the Customer shall use the Software, the rights of the Software owner or licensor, and the rights of the Software user, in relation to such Software, which may be provided as a ‘click-through’ or ‘shrink-wrap’ licence.
Standard List Price – Connect it’s standard unsubsidised Charges for Services and Equipment as advised to the Customer by Connect it and/or as made available on request by Connect it (as amended by Connect it from time to time). Subsidy – a sum Connect it invests in the Customer, including cash bonus, connection bonus, Technology Fund, Equipment discount, as set out in the Commercial Terms.
Target Spend – the amount of money specified in the Commercial Terms for a particular Service (where applicable). Technology Fund – credits applied to the Customer’s Connect it account to offset (fully or partially) the cost of certain Equipment (excluding tablets and computers) sold to the Customer at Connect it’s Standard List Price. Third Party Services – those Services provided by third parties that are charged in addition to the Customer’s inclusive price plan allowance. Third Party Services may include premium-rate services, content services, calls to non-geographic numbers, calls to call-forwarding numbers, using Customer Equipment or Equipment abroad, or making calls and sending texts to a country outwith the UK.
UK – England, Wales, Scotland, Northern Ireland and adjacent islands (e.g. the Isle of Wight) but excluding the Channel Islands and the Isle of Man.
User – an individual end-user of the Equipment and/or Services under this Agreement. Connect it – Connect it Communications Ltd., registered number 08164657, registered at Innovation Centre Medway, Maidstone Road, Chatham, Kent ME5 9FD.
Connect it – Connect it Communications Ltd, Connect it and any company in which Connect it Communications Ltd owns (directly or indirectly) 15% or more of the issued share capital, and any partner market listed on the investor relations page at www.connect-it.co.
3. Connect it’s Obligations
3.1 Connect it shall use reasonable endeavours to supply the Customer with the Services according to the standard of skill and care expected of a competent telecommunications provider.
3.2 The Customer acknowledges that, due to the nature of mobile technology, it is impossible to provide a fault-free Service. For example, the Services may be affected by local terrain (trees, hills and buildings), weather, electromagnetic interference, arrangement of and number of users accessing a base station, and compatibility and availability of any Equipment, systems and third-party Services used by the Customer.
3.3 Connect it shall use reasonable endeavours to give the Customer access to networks outside the UK; however, because these overseas networks are not controlled by Connect it, Connect it shall not be responsible for their performance or functionality.
3.4 If content services are included in the Customer’s price plan, Connect it shall provide the Customer with the Content Service Pass which the content service provider shall accept to give the Customer access to the Customer’s selected content.
4. Use of Services
4.1 Connect it may suspend the Services: (a) for any maintenance, modification, or technical failure of the Network; (b) to safeguard the security and integrity of the Network; (c) for any breach of the Customer’s obligations in clause 4.3; (d) where it is necessary to comply with law or regulation (including any orders by law enforcement or regulatory agencies); or € where the Customer has exceeded the credit limit on its account.
4.2 Connect it shall keep all suspensions to a minimum and shall give the Customer prior notice of such suspensions where reasonably practicable.
4.3 The Customer shall not: (a) use the Equipment or Service for any purpose that may be abusive, a nuisance, illegal, or fraudulent; (b) do anything that causes the Network to be impaired; (c) use automated means to make calls, texts or send data (including via a GSM Gateway); or (d) use the Services in a way that is inconsistent with good-faith commercial practice to the detriment of Connect it.
4.4 The Customer may supply the Equipment and Services to Users and (subject to clause 19.9) Customer Affiliates, but the Customer shall not resell or otherwise distribute the Equipment and Services including the compliance of Users and Customer Affiliates with the terms of this Agreement and all applicable laws.
5.1 Title to Equipment shall pass to the Customer when Connect it receives payment for it in full. This includes payment using Subsidy. Title to Equipment provided free of charge shall pass to the Customer on delivery. Connect it shall bear the risk of loss or damage to Equipment and SIM Cards until the point of delivery to the Customer and the Customer shall bear the risk of loss or damage to the Equipment and SIM Cards from the time of delivery to the Customer.
5.2 The Customer shall notify Connect it in writing within 7 Business Days of receiving damaged or incorrectly fulfilled new Equipment or SIM Cards, and within 10 Business Days if the Customer does not receive the Equipment or SIM Cards. Following this notification, Connect it shall replace such Equipment or SIM Cards free of charge.
5.3 Where Equipment becomes faulty due to a defect inherent in the Equipment within the manufacturer’s warranty period, the Customer shall return such Equipment to Connect it at Connect it’s cost and Connect it shall be as set out in the Recovery Policy. The Customer acknowledges that Customer Equipment not authorised for use on the Network may result in an impaired User experience.
5.4 Connect it shall pass on the benefit of any warranties it receives from the Equipment manufacturer to the Customer. The Customer acknowledges that any attempt to repair, service or tamper with the Equipment by a person other than Connect it or the applicable manufacturer may invalidate the manufacturer’s warranty and may result in an impaired User experience. The supply of Equipment by Connect it shall be subject to availability.
6.1 Unless specified otherwise, Connect it states all Charges exclusive of VAT, which is charged at the current rate. Any Charges not specified in the Commercial Terms shall be at Standard List Price. Rounding and minimum charges apply as set out in the Commercial Terms and/or the applicable Price Plan Guide.
6.2 Access fees shall be invoiced by Connect it monthly in advance and all other Charges shall be invoiced monthly in arrears. The Customer shall pay all invoices by the Due Date without set off, unless validly disputed in accordance with clause 6.3.
6.3 If the Customer reasonably and in good faith disputes an invoice or part of it, the Customer shall use reasonable endeavours to notify Connect it of such dispute before the Due Date, providing explicit details of why the invoiced amount is incorrect and how much the Customer considers is due.
6.4 Where Connect it has not received payment for undisputed Charges by the Due Date, Connect it shall (a) contact the Customer’s accounts payable department (or other contact advised to Connect it in writing) to request payment; (b) be entitled to charge interest on the overdue undisputed Charges at 4% per annum above the base rate of the Bank of England; and (c) be entitled to charge the Customer reasonable administration costs as a result of the Customer paying late. The Customer must pay its Charges by direct debit. Where Connect it has not received payment within 5 calendar days of the Due Date, Connect it shall contact the Customer again to request payment and give notice of the actions Connect it will take under clause 6.5 if payment is not received.
6.5 Where Connect it has not received payment within 5 calendar days of the Due Date, Connect it may take any or all of the following actions until such time as payment, including any interest due, has been received: (a) withhold any sums owing to the Customer by Connect it (including Subsidy); (b) suspend the Customer’s and/or User’s use of the Services in relation to which Charges are outstanding; and (c) subject to Connect it having taken one of the actions above, issue a notice under clause 10.4.
6.6 Connect it may credit-assess the Customer from time to time as reasonably required to assess risk to Connect it. Each assessment shall entitle the Customer to have a credit limit on its account with Connect it (details of which are available on request).
7. SIM Cards and telephone numbers
7.1 The Customer shall use reasonable endeavours to ensure that SIM Cards are only used with the Customer’s authorisation and shall inform Connect it as soon as is reasonably practicable after the Customer becomes aware that a SIM Card is lost, stolen or damaged. The Customer shall be liable for any loss or damage suffered by the Customer as a result of unauthorised use of SIM Cards (including due to loss or theft) up to the time that the Customer has notified Connect it that such SIM Cards is being used without the Customer’s authorisation.
7.2 SIM Cards shall remain the property of Connect it but Connect it grants the Customer a licence to use the SIM Cards (including any software they contain) to the extent necessary to use the Services. Faulty SIM Cards shall be replaced free of charge. The Customer may disconnect SIM Cards by providing Connect it with 30 days’ notice.
7.3 Connect it shall allocate telephone numbers to the Customer for the Customer’s use of the Services. Connect it may reallocate, withdraw or change such telephone numbers as a result of applicable law or instructions from a regulatory authority, but will take reasonable steps to minimise any disruption to the Customer.
7.4 If the Customer decides to Port a telephone number allocated to the Customer by Connect it, Connect it shall transfer the Customer’s telephone number(s) to the Customer’s nominated network operator for the Customer’s use according to applicable law and regulation.
8. Software licence
8.1 Subject to the terms of the Agreement and any Software Licence provided with the Equipment or Services, Connect it shall grant or will ensure that the licensor will grant to the Customer a non-transferable, non-sublicensable and non-exclusive licence to use the Software during the Minimum Term for the applicable Service in object code form for the Customer’s internal use.
8.2 Where Connect it provides the Customer with Equipment or Services that contain Software subject to a Software Licence and the Customer does not accept the terms of the Software Licence, the Customer will not be able to use the relevant feature of the Service or Equipment to which the Software Licence relates and Connect it shall not be liable for any failure to provide the Services that rely on acceptance of the Software Licence.
8.3 Where Software is subject to a Software Licence, the terms of the Software Licence shall comprise the Customer’s sole rights and remedies in respect to the Software to which It applies.
8.4 The Customer shall not copy, modify, reverse engineer, adapt, translate, decompile, disassemble, make error corrections, license, sub-license or resell any Software in whole or part, unless expressly permitted to do so by Connect it or by relevant law.
9.1 The Customer shall order Services and Equipment by submitting an order through Connect it’s online ordering system, by email, or by any other such means as Connect it may permit.
9.2 Orders are binding on both Parties from the date of acceptance by Connect it. If acceptance is not express, it shall be deemed to have occurred on dispatch of the Equipment or activation of the Service by Connect it.
10.1 The Agreement shall commence on the Commencement Date and shall continue until the relevant Services are terminated in accordance with the Agreement.
10.2 Each Party shall have the right to terminate the Agreement in whole or in part by giving the other Party 30 days’ written notice of termination. The Customer may stop using content Service at any time, but the Customer shall still pay the Charges for the Services. The Customer must check with the content service provider on how it can end its agreement with them.
10.3 The Parties shall each have the right to terminate this Agreement in whole or in part with immediate effect (by service written notice of termination to the other Party): (a) if the other Party becomes subject to an Insolvency Event; or (b) if the other Party is in material breach of this Agreement (provided that where such breach is capable of remedy, the breaching Party is given 30 days to rectify such breach from the date that notice of any breach is deemed received from the non-infringing Party).
10.4 Connect it may terminate this Agreement in whole or in part with immediate effect, by giving written notice to the Customer where Connect it has suspended the Services under clause 4.1(c) or clause 6.5.
10.5 Unless Connect it notifies the Customer otherwise, any content services included in the Customer’s price plan shall start at the same time as the Commencement Date, regardless of when the Customer starts to use the Content Service Pass, and shall end after the Minimum Term set out in the Commercial Terms. If a content service in the Customer’s particular price plan is provided for less than the Minimum Term, the content service may become a monthly paid subscription from the date the content service ends unless the Customer cancels it.
11. Consequences of Termination
11.1 Subject to clause 19.2, on termination of the Agreement (in whole or in part), the following shall apply to all or part of the Agreement terminated: (a) the Customer shall cease use of the Service(s) and Software (except Software that is embedded in Equipment to which the Customer has title); (b) Connect it shall cease to provide the Service(s); (c) the Parties shall promptly upon request return or destroy all Confidential Information (except one copy, which is necessary to keep in order to ensure compliance with this Agreement), and provide written confirmation of this upon request; and (d) the Customer shall pay Connect it all sums due, including any applicable Recovery Charge. The Customer shall not be entitled to unused Subsidy after termination or expiry of the Minimum Term.
11.2 Except where the Customer validly terminates the Agreement, a price plan or Connection in accordance with clause 10.3, clause 13.3 or clause 19.11, or where Connect it terminates the Agreement, a price plan or Connection in accordance with clause 10.2, if this Agreement, a Connection or price plan is terminated prior to the expiry of the Minimum Term, the Customer shall pay Connect it a Recovery Charge.
11.3 If the Customer validly terminates the Agreement, a price plan or Connection in accordance with clause 10.3, clause 13.3 or clause 19.11, the Customer will not have to pay the Recovery Charge but may have to make a payment for its Equipment. If this applies, Connect it will let the Customer know in its Commercial Terms and inform the Customer of the original value of the Equipment. The payment will be calculated as 1/24 of the original value of the Customer’s Equipment, less any initial payment the Customer made towards it, multiplied by the number of months left until the end of the Minimum Term.
12. Intellectual Property
12.1 The Intellectual Property Rights that exist in, or were created by, Connect it during the provision of the Services, Software and Equipment are owned by Connect it or its licensors. Other than as is necessary for use permitted under this Agreement, no other right, licence or transfer is granted or implied under such Intellectual Property Rights. The Customer shall not do anything to jeopardise Connect it’s or its licensors’ Intellectual Property Rights.
12.2 The Intellectual Property Rights that relate to the Customer’s documentation, processes, procedures, know-how and anything else to which the Customer has title are owned by the Customer or its licensors, and other than as is necessary for use permitted under this Agreement, no other right, licence or transfer is granted or implied under such Intellectual Property Rights. Connect it shall not do anything to jeopardise the Customer’s or the Customer’s licensors’ Intellectual Property Rights.
12.3 Subject to the rest of this clause, Connect it shall indemnify the Customer for all losses (including reasonable professional costs) payable to a third party arising out of any proven infringement of third party Intellectual Property Rights as a direct result of the use by the Customer of the Equipment or Services under this Agreement (a ‘Relevant Claim’). The Customer shall: (a) promptly, taking into account any set deadlines, notify (giving details) of any Relevant Claim to Connect it; (b) not admit liability, take any action that may prejudice the defence of any relevant Claim or make agreement or settlement in relation to the claim (unless required by law) without Connect it’s prior written consent; (c) give Connect it all reasonable assistance to enable Connect it to defend the claim; (d) mitigates its losses following a Relevant Claim; and (e) give Connect it sole conduct of the Relevant Claim. Connect it shall have no liability under this clause if the Relevant Claim results from or relates to: (a) the use of equipment, services or software not provided by Connect it; (b) Connect it’s compliance with the Customer’s requirement, designs or instructions; (c) the combination of the Services or Equipment with products or services not provided by Connect it; (d) the use of the Services or Equipment which is not in accordance with Connect it’s instructions or this Agreement; (e) modifications by the Customer or any third party to the Services or Equipment; (f) a breach by the Customer, Customer Affiliate or User of the provisions if this Agreement; or (g) the use of any original Equipment or Services after a later release is made available to the Customer and communicated by Connect it to avoid a Relevant Claim. This indemnity shall be the Customer’s sole remedy for any Relevant Claim.
13. Changing this Agreement
13.1 Connect it may change this Agreement (including changing or introducing new Charges or changing or withdrawing the Services or Third Party Services) where required: (a) to comply with applicable law or regulation; (b) because of a change imposed by a third party supplier; or (c) due to a change in Connect it’s operations or services, where such change affects at least 90% of its relevant customer base.
13.2 Subject to the rest of this clause, Connect it shall provide the Customer with as much written notice as is reasonably practicable of a change made under clause 13.1(a), and at least 30 days’ written notice for a change made under clauses 13.1(b) or 13.1(c). Connect it may update or withdraw its services without notice only where such change (in the reasonable opinion of Connect it) does not cause the Customer any detriment or where the Customer does not regularly use that service.
13.3 The Customer may terminate the affected part of the Agreement where a change under clause 13.1(b) or clause 13.1(c) causes the Customer a material detriment that cannot be offset by Connect it to the Customer’s reasonable satisfaction on 30 days’ written notice to Connect it. The right to terminate ends 30 days after the effective date of the change. The following shall be a material detriment for the purposes of this clause: (a) an increase in the Customer’s UK monthly Charges of more than 10% in a 12-month period; (b) an increase in the Customer’s monthly inclusive price plan Charges; or (c) a withdrawal of the core Services or an adverse change to the core Services. However, this clause does not apply if the charge or withdrawal relates to a Third Party Service that the Customer may stop using or cancel without ending this Agreement.
13.4 Save as set out in clause 13.1, changes to this Agreement must be made by written agreement of both Parties.
14.1 Neither Party shall disclose the Confidential Information of the other Party to any other party for the duration of this Agreement and for 3 years after termination except as permitted below. A Party may disclose the Confidential Information to any director, officer, employee, contractor or adviser of the receiving Party where necessary to fulfil the purpose of this Agreement provided that the receiving Party ensures those recipients comply with this clause 14.
14.2 Confidential Information shall not include information that (a) is publicly available other than through breach of this Agreement; (b) is lawfully in the possession of the receiving Party before disclosure under this Agreement; (c) has been obtained from a third party who is free to disclose it; (d) is independently developed without access to the Confidential Information; or (e) a Party is required to disclose by law or regulatory authority.
14.3 Upon written request, as soon as reasonably practicable, a Party shall return all Confidential Information (as far as technically reasonably possible) to the Disclosing Party. The Receiving Party may retain Confidential Information as required by law or as required for archive purposes. This Agreement will continue to apply to any retained Confidential Information.
15.1 Nothing in this Agreement restricts either Party’s liability for: death or personal injury resulting from negligence; claims for non-payment; the non-excludable statutory rights of consumers (for example under laws providing for strict product liability); liability for fraud or fraudulent misrepresentation; breach of confidence; and anything that cannot be restricted by law.
15.2 Except for clause 15.1, each Party’s liability under this Agreement, whether in contract, tort (including negligence), misrepresentation, breach of statutory duty, indemnity or otherwise: (a) is excluded for: (i) any loss (whether direct or indirect) of: profit, revenue, business, data, anticipated savings or goodwill; and (ii) any indirect or consequential losses, regardless of whether such losses were contemplated; and (b) for all other losses is limited in total to 100% of the value of the Charges paid or payable by the Customer in the first 12 months of the Agreement, or if this Agreement has not been in place for 12 months, the average monthly Charges payable for the months from the Commencement Date of the Agreement to the date of the first claim, multiplied by 12.
15.3 Unless expressly set out in this Agreement, all other warranties, terms, conditions, statements and representations (whether expressed or implied by statute, common law, custom, usage or otherwise) are excluded to the fullest extent permitted by law.
16. Transferring this Agreement
16.1 Either Party may transfer, novate, or assign (in whole or in part) this Agreement with the other Party’s prior written consent, such consent not to be unreasonably withheld or delayed.
16.2 Despite clause 16.1, Connect it may transfer, novate, or assign this Agreement (in whole or in part) without consent to: (a) a company within Connect it’s Group; or (b) a debt collection agency where Connect it has terminated this Agreement for the Customer’s non-payment.
16.3 Connect it may use sub-contractors to perform any of its obligations under this Agreement but remains responsible for their performance.
16.4 Unless expressly provided in this Agreement, no term of this Agreement is enforceable under the Contracts (Rights of Third Parties) Act 1999 by any person who is not a party to it.
17. Data Protection
17.1 Both Parties shall comply with applicable privacy law. The Customer acknowledges that Connect it will process personal data and traffic data when it provides the Services and that Connect it is the Controller of these data under the Data Protection Act 1998.
17.2 Where required, the Customer authorises Connect it to process these data and agrees to use reasonable endeavours to notify its Users about Connect it: (a) processing data for maintaining the security, integrity and quality of the Network (including interception, monitoring or recording of communications in accordance with applicable law); (b) processing data for its own market research and analysis in order to develop Connect it’s products, but this does not include providing personal data to third parties or making them publicly available; and (c) disclosing data to third parties only: (i) if required by applicable law or regulation; or (ii) where the third parties are sub-contracted processors of Connect it.
18.1 All notices to Connect it under this Agreement shall be in writing and sent to the registered office of Connect it. All notices to the Customer under this Agreement shall be in writing and sent to the Customer’s address, main contact mobile telephone number (via text), or email address set out in the Commercial Terms. Notices will be deemed given 2 working days after dispatch, unless time of delivery can be proved.
19. General Terms
19.1 Neither Party shall lose any right under this Agreement if it fails to use that right or delays in using it. For a waiver of a right to be valid, it must be written and will not give rise to an on-going waiver of that right unless it is expressly stated to do so.
19.2 Termination of this Agreement (in whole or in part) shall not affect the accrued rights and liabilities of either Party. Any provision of this Agreement which expressly or by implication is intended to come into or continue in force after the termination of this Agreement (in whole or in part) shall continue in force.
19.3 This Agreement is governed by the laws of England and Wales. The Parties submit to the exclusive jurisdiction of the courts of England.
19.4 Subject to clause 15.1, this Agreement represents the entire agreement between the Parties relating to the subject matter and supersedes any previous agreement related to the subject matter. The Parties have not relied on any statement, representation, warranty or understanding, other than expressly set out in this Agreement.
19.5 The Customer shall ensure that its systems, equipment and processes are compatible for use with the Services. Connect it shall not be liable to support the Services if the Customer’s systems, equipment or processes are incompatible with the Services. Connect it shall use reasonable endeavours to advise the Customer of relevant requirements on request.
19.6 If a provision or part-provision is illegal, invalid or unenforceable, that provision or part-provision shall be treated as having been modified to the minimum extent necessary to make it valid, legal or enforceable and to ensure it achieves the intended commercial result of the original provision. If modification is not possible, the relevant provision or part-provision shall be deleted. Any modification to or deletion shall not affect the validity of the rest of this Agreement. 19.7 Equipment and Services used by the Customer but not stated in the Commercial Terms shall be governed by this Agreement unless the Parties agree otherwise.
19.8 Both Parties shall use reasonable endeavours to resolve any dispute under this Agreement. If there is a dispute under this Agreement, and the Customer’s account manager has been unable to resolve the issue to the Customer’s satisfaction, the Customer may escalate the issue to a more senior representative within Connect it according to the following levels: (1) Sales Director; and (2) Director, Connect it Communications. Nothing in this Agreement prevents a Party from seeking a remedy through the courts. Alternatively, eligible business customers may take a dispute to adjudication. Please see the complaints code on www.connect-it.co/terms for details.
19.9 A Customer Affiliate is entitled to purchase Services or Equipment from Connect it under this Agreement, provided the Customer: (a) gives Connect it prior written notice of the identity of the Customer Affiliate; (b) gives any other information reasonably required by Connect it; (c) ensures that the Customer Affiliate complies with this Agreement; (d) remains liable to Connect it for all obligations, acts and omissions of the Customer Affiliate (including payment for any Services or Equipment provided to the Customer Affiliate); and (e) obtains the acceptance (not to be unreasonably withheld) of Connect it of the inclusion of the inclusion of the Customer Affiliate under this Agreement.
19.10 Connect it shall comply with all applicable laws, regulations and sanctions relating to anti-bribery and anti-corruption and shall not give or receive any bribes, including in relation to any foreign public official.
19.11 Neither Party will be responsible or liable for the failure or delay in performance of its obligations due to a cause beyond its reasonable control. If the cause ends, the Party shall perform its obligations and the time for performance will be extended by the duration of the cause. If delay in performance persists for a period of more than 30 days, the unaffected Party will be entitled to terminate this Agreement on written notice.
19.12 The Customer may use the Equipment and/or Services to access the internet and services not provided under this Agreement. Connect it accepts no responsibility for these services. The Customer shall take appropriate measures to back up data and otherwise protect against loss of data under this Agreement and keep secret any passwords.