Terms

These are Datel Solutions (Scotland) Ltd’s current General Terms and Conditions. Customers should refer to the version supplied with and incorporated into their signed Order Form or Contract. Where a service continues after its Initial Term on a Monthly Rolling Period, these General Terms and Conditions continue to apply, subject to the terms of the original Contract and any subsequent changes agreed in writing.

1 Interpretation

1.1 Definitions

In these Conditions, the following definitions apply:

Business Day: a day (other than a Saturday, Sunday, or public holiday) when banks in Scotland are open for business.

Carrier: the relevant third-party telecommunications operator or network service provider.

Charges: the applicable charges payable by the Customer for the supply of any Services and/or Equipment in accordance with clause 10.

Commencement Date: the date on which Datel shall start to provide the Services, which shall mean:

(a) For Maintenance Services – the Installation Date or the date specified as the Commencement Date in the Order Form;

(b) For Fixed Network Services – the Handover Date for those services;

(c) For Data Services – the Handover Date for those services;

(d) For IT Support Services – the date specified as the Commencement Date in the Order Form;

(e) For Mobile Services – the Handover Date for those services.

Conditions: these terms and conditions, as amended only in accordance with clause 19.7.

Connection Date: in relation to Data Services, the date when the Carrier commences provisioning of the services to the Customer on behalf of Datel.

Contract: the agreement between Datel and the Customer for the supply of any Services and/or Equipment, in accordance with these Conditions, the Order, and any Service Specific Conditions.

Contract Date: the date on which the Contract is formed in accordance with clause 2.2.

Customer: the person or firm specified as such in the Order Form who contracts to purchase Services from Datel.

Customer Default: has the meaning given to it in clause 9.3.

Data Protection Laws: all applicable data protection and privacy legislation in force from time to time, including the UK GDPR, the Data Protection Act 2018, and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426), as amended.

Data Services: the data services provided by Datel to the Customer as described in the Order and any additional data services agreed between the parties from time to time.

Data Services Contract: where applicable, the contract for the supply of Data Services.

Delivery: has the meaning given to it in clause 4.2.

Equipment: the equipment set out in the Order Form.

Estimated Installation Date: the date Datel estimates Equipment will be installed, as advised to the Customer.

Fixed Network Services Contract: where applicable, the contract for the supply of Fixed Network Services.

Handover Date: the date when the relevant services are made available for use by the Customer with Datel as the supplier.

(a) For Fixed Network Services: when available for use;

(b) For Data Services: when available for use;

(c) For Mobile Services: when available for use.

Hosted Sub-Licence: a sub-licence granted by Datel for hosted products related to Fixed Network Services.

Installation Date: the date Equipment is installed.

Installation Services: services relating to the installation of Equipment by Datel or authorised agents.

IT Support Services: IT support services supplied by Datel as specified in the Order Form.

IT Support Services Contract: where applicable, the contract for the supply of IT Support Services.

Maintenance Services: the maintenance services supplied by Datel as described in the Order Form and as may be agreed from time to time.

Maintenance Services Contract: where applicable, the contract for the supply of Maintenance Services.

Initial Term: the initial minimum contractual period for the relevant Service, as expressly stated in the Order Form, beginning on the applicable Commencement Date.

Monthly Rolling Period: the period beginning immediately after expiry of the Initial Term, during which the relevant Service continues on a monthly rolling basis. During the Monthly Rolling Period, either party may terminate the relevant Service by giving at least 90 days’ written notice, except where applicable law or an OFCOM requirement entitles the Customer to terminate on a shorter notice period, in which case that shorter period shall apply.

Mobile Services: mobile services supplied by Datel as specified in the Order Form.

Mobile Services Contract: where applicable, the contract for the supply of Mobile Services.

Notes Section: the section of the Order Form marked “Notes Section”.

OFCOM: the Office of Communications or its successor body.

Order: the Customer’s order for Services as set out in the Order Form, subject to these Conditions.

Order Form: the document prepared by Datel detailing the requested Services, pricing basis, and related information, signed by or on behalf of the Customer (either physically or electronically).

Services: the services to be provided by Datel, including any or all of: Installation Services, Maintenance Services, Fixed Network Services, Data Services, IT Support Services, and/or Mobile Services.

Service Specific Conditions: policies, terms, or procedures that apply to and are incorporated into the Contract, as stated in the Notes Section of the Order Form.

Site: the Customer’s premises as stated in the Order Form where Equipment is to be installed or Services are provided.

Small Business Customer: a Customer identified in the Order Form as not being a communications provider and having 10 or fewer staff (including employees or volunteers).

Specification: the description/specification of the Services and/or Equipment provided in writing by Datel, as set out in the Order Form.

Tariff: Datel's standard tariff (available upon request or as specified in the Order Form), as may be updated from time to time.

VOIP: Voice Over Internet Protocol – the transmission of telephone calls over the internet using digital signals.

1.2 Construction

In these Conditions, the following rules apply:

(a) A person includes a natural person, corporate or unincorporated body (with or without legal personality);

(b) References to a party include its personal representatives, successors or permitted assigns;

(c) A reference to legislation includes amendments and subordinate legislation;

(d) Words like “including”, “in particular” etc., are illustrative and not limiting;

(e) References to writing or written include emails but exclude faxes.

2 Basis Of Contract

2.1

Sending the Order Form to the Customer constitutes an offer by Datel to provide Services and/or Equipment in accordance with these Conditions, the Order, and any applicable Service Specific Conditions (“the Offer”). Datel may withdraw the Offer at any time before acceptance by the Customer.

2.2

The Offer is accepted, and a Contract is formed, when Datel receives the Order Form duly signed (either physically or electronically) by or on behalf of the Customer. The Contract shall come into existence on that date (subject to clauses 4.1, 5.6, 6.6 and 7.5, where applicable). If the signed Order Form is not returned within 12 months of being issued by Datel, the Offer shall be deemed withdrawn unless otherwise agreed in writing.

2.3

The Contract constitutes the entire agreement between the parties. The Customer confirms it has not relied on any statement, promise, representation, assurance, or warranty not set out in the Order Form, Service Specific Conditions, or these Conditions.

2.4

Any samples, drawings, advertising, or descriptive material provided by Datel are for illustrative purposes only and do not form part of the Contract.

2.5

These Conditions apply to the Contract to the exclusion of any other terms the Customer may seek to impose or incorporate, whether by reference to standard terms or otherwise. Where there is a conflict between these Conditions, Service Specific Conditions, and the Order Form, the following order of priority applies:

The Order Form prevails over the rest;

Then the Service Specific Conditions;

Then these Conditions.

2.6

Any quotation provided by Datel is not an offer and shall remain valid for a maximum of 20 Business Days from the date of issue, unless otherwise agreed.

2.7

The Customer warrants that it is entering into this Contract for the purposes of its business, trade, or profession, and not as a consumer.

2.8

Except where Installation Services are included as part of Equipment supply, each service ordered (Maintenance, Data, Fixed Network) shall constitute a separate Contract, even if ordered together.

2.9

Failure or delay in the supply of one Service does not entitle the Customer to terminate the Contract for any other Service.

3 Supply Of Services

3.1

Datel shall supply the Services to the Customer in accordance with the Contract in all material respects. Where the Order Form includes:

(a) Equipment, Installation Services and/or Maintenance Services – clause 4 shall also apply;

(b) Fixed Network Services – clause 5 shall also apply;

(c) Data Services – clause 6 shall also apply;

(d) IT Support Services – clause 7 shall also apply;

(e) Mobile Services – clause 8 shall also apply.

3.2

Datel shall use reasonable endeavours to deliver the Services on or by any specified date(s) in the Order Form. These dates are estimates only, and time shall not be of the essence for performance.

3.3

Datel may make changes to the Services where required to comply with applicable laws or safety regulations, or where such changes do not materially affect the nature or quality of the Services. Datel will notify the Customer of any such changes.

3.4

Datel warrants that the Services will be performed using reasonable care and skill, subject to the additional terms set out in clauses 4 to 8 of these Conditions (as applicable depending on the Services being supplied).

4 Terms Applicable To Equipment, Installation Services And Maintenance Services

4.1

Any Order for Equipment is subject to availability prior to the Estimated Installation Date. Datel will use reasonable endeavours to deliver Equipment and provide Installation Services with care and skill within the estimated timeframe, but time is not of the essence.

4.2

Delivery of Equipment takes place when it arrives at the Customer’s Site (prior to unloading or unpacking). In relation to Delivery:

(a) The Customer is responsible for checking that all Order details are correct;

(b) If the Customer does not take delivery within 10 Business Days of being notified that Equipment is ready, the Equipment is deemed delivered and at the Customer’s risk from that date. Clause 4.3 then applies;

(c) If Equipment is delivered in instalments, delay in one does not entitle rejection of others;

(d) Risk passes to the Customer upon delivery (or deemed delivery).

4.3

Ownership of purchased Equipment does not pass to the Customer until payment is made in full for both the Equipment and any related Installation Services. Until ownership passes:

(a) The Customer must not remove, deface, or obscure any identifying marks;

(b) Must maintain the Equipment (unless Datel is providing Maintenance Services) and insure it for its full value;

(c) Must not lease, charge or otherwise encumber the Equipment;

(d) Must not move the Equipment from the Site without Datel’s written consent.

4.4

If Equipment is leased, rented or otherwise remains Datel’s property, the Customer must return it at the end of the relevant agreement in accordance with clause 17.2.

4.5

If the Customer materially breaches the Contract and Datel is entitled to recover leased, rented or Datel-owned Equipment, recovery shall take place in accordance with clause 17.2.

4.6

Maintenance Services begin on the Commencement Date and continue for the Initial Term stated in the Order Form. At the end of the Initial Term, the Maintenance Services Contract shall continue on a Monthly Rolling Period. During the Monthly Rolling Period, either party may terminate the Maintenance Services Contract by giving at least 90 days’ written notice, except where applicable law or an OFCOM requirement entitles the Customer to terminate on a shorter notice period, in which case that shorter period shall apply. No new fixed minimum term shall arise unless expressly agreed in a new written Order Form signed by both parties.

4.7

Where applicable law or an OFCOM requirement gives the Customer a right to terminate on shorter notice or without charge, that right shall apply.

4.8

Maintenance Services apply only to the Equipment listed in the Order Form or other equipment agreed in writing. Maintenance shall be delivered in line with Datel’s published service levels (available on request or as otherwise agreed).

4.9

Maintenance Services do not cover repairs for:

(a) Failures due to:

(i) Fair wear and tear;

(ii) Customer misuse, error or neglect;

(iii) Power fluctuations or air-conditioning failures;

(iv) Third-party equipment not supplied by Datel;

(v) Vandalism, fire, theft, water, lightning;

(vi) Software errors not caused by Datel;

(vii) Network provider faults;

(viii) Failure to follow maintenance guidelines;

(ix) Third-party repairs or tampering;

(b) Ancillary items (e.g., phones, servers, printers, batteries, UPS, cabling);

(c) Extension wiring or off-site equipment;

(d) Reprogramming for added features or enhancements.

4.10

If Datel provides Maintenance Services for excluded faults (see 4.9), additional fees apply per clause 10.5.

4.11

Datel is not liable for loss of data during Maintenance. The Customer must back up all data.

4.12

Resetting Equipment software may be required during maintenance. Datel is not responsible for restoring user configurations or settings.

4.13

Maintenance Services include replacement with like-for-like parts, including reconditioned components. Any removed or replaced items become or remain Datel’s property.

4.14

Subject to clause 15, Datel is not liable for Maintenance delays due to limited availability of spare parts.

4.15

If the Customer terminates Maintenance Services during the Initial Term, clause 13 shall apply. No early termination charge shall apply during the Monthly Rolling Period.

5 Terms Applicable To Fixed Network Services

5.1

Subject to clauses 2.2 and 5.6, Fixed Network Services commence on the Commencement Date and continue for the Initial Term stated in the Order Form.

5.2

If the Commencement Date has not occurred within 12 months of the Contract Date, the Contract for those services shall be deemed terminated, unless otherwise agreed in writing. Any rights accrued prior to termination remain unaffected.

5.3

At the end of the Initial Term, the Fixed Network Services Contract shall continue on a Monthly Rolling Period. During the Monthly Rolling Period, either party may terminate the Contract by giving at least 90 days’ written notice, except where applicable law or an OFCOM requirement entitles the Customer to terminate on a shorter notice period, in which case that shorter period shall apply.

5.4

No new fixed minimum term shall arise after the Initial Term unless expressly agreed in a new written Order Form signed by both parties.

5.5

Where applicable law or an OFCOM requirement gives the Customer a right to terminate on shorter notice or without charge, that right shall apply.

5.6

Provision of Fixed Network Services is subject to:

(a) Datel conducting surveys to confirm service viability;

(b) Installation of necessary lines, and those lines being fully operational;

(c) The Customer providing accurate data for pricing and surveys.

5.7

Datel warrants that Fixed Network Services will be provided with reasonable care and skill. However, no guarantee is given that services will be uninterrupted or error-free.

5.8

Service faults must be reported in accordance with Datel’s published Fault Handling Policy (available on request). Datel will use reasonable endeavours to resolve issues, but time shall not be of the essence.

5.9

Datel is not liable for Carrier actions or omissions that affect the services (including faults, interruptions, or service withdrawal).

5.10

OFCOM may withdraw allocated telephone numbers. Datel does not guarantee continued availability. Customers must not transfer or sell telephone numbers except where legally permitted.

5.11

The Customer agrees:

(a) Not to use services for offensive, nuisance, or hoax calls;

(b) Not to damage Datel’s reputation;

(c) To comply with all applicable laws and regulations;

(d) To maintain appropriate security to prevent fraud or unauthorised use;

(e) To keep all associated equipment in good condition and ensure technical compatibility;

(f) Not to use services for unlawful activities;

(g) To prevent unauthorised use of services;

(h) Not to resell the services;

(i) Not to overload the network (e.g., excessive call volume);

(j) That Datel may list Customer details in directory services unless opted out;

(k) That clause 6.13 (VOIP limitations) also applies where Fixed Network Services include VOIP;

(l) To provide reasonable cooperation and accurate information where the Customer requests a transfer to another supplier;

(m) Not to attach equipment to the service unless compliant with UK telecoms regulations.

5.12

All Datel-supplied equipment for Fixed Network Services (except equipment purchased by the Customer) remains Datel’s property. Clause 4.3 applies to such equipment. The Customer must return it on request and is liable for any loss, damage or replacement costs.

5.13

Upon termination, the Customer must return all handsets and other equipment within 7 days. Failure to do so may result in a charge based on the Tariff.

5.14

Additional charges may apply if inaccurate or misleading information is provided, or if unexpected construction work is required to deliver the services.

5.15

When transferring services from another provider, those existing services will automatically transfer to Datel and be charged in line with Datel’s Tariff.

5.16

The Customer is responsible for any fees (including early termination charges) from third-party providers unless the Order Form clearly states Datel will pay them.

5.17

If the Customer cancels before the Handover Date, the Customer shall pay only reasonable work actually completed by Datel and unavoidable third-party costs already incurred which Datel cannot reasonably recover or cancel. Datel shall provide a written breakdown on request. This clause does not apply where applicable law or OFCOM rules permit cancellation without charge.

5.18

If the Customer terminates after the Handover Date but before the end of the Initial Term, clause 13 shall apply. No early termination charge shall apply during the Monthly Rolling Period. Customers must not use lines supplied by Datel for calls billed by another provider where doing so would breach the relevant service arrangement.

5.19

The Customer must not present or use telephone numbers they do not legally own or have the right to use (e.g., a competitor’s number).

5.20

Hosted Sub-Licences granted by Datel will terminate automatically when the associated Fixed Network Services are terminated.

5.21

Where the Customer requests or causes a telephone number to be ported away from Datel, Datel may charge a porting-away administration fee of up to £30 per number. The fee reflects Datel’s reasonable administrative and third-party costs of processing the port and shall not apply where prohibited by applicable law or OFCOM requirements. Payment of the fee shall not prevent or delay the Customer’s right to port a number.

6 Terms Applicable To Data Services

6.1

Subject to clause 6.6, Data Services commence on the Commencement Date and continue for the Initial Term stated in the Order Form.

6.2

If the Commencement Date does not occur within 12 months of the Contract Date, the Contract for those Data Services shall be deemed terminated unless Datel provides written agreement to extend. The period may be extended by up to six months if the delay is beyond Datel’s control. Rights accrued prior to termination remain unaffected.

6.3

At the end of the Initial Term, the Data Services Contract shall continue on a Monthly Rolling Period. During the Monthly Rolling Period, either party may terminate the Contract by giving at least 90 days’ written notice, except where applicable law or an OFCOM requirement entitles the Customer to terminate on a shorter notice period, in which case that shorter period shall apply.

6.4

No new fixed minimum term shall arise after the Initial Term unless expressly agreed in a new written Order Form signed by both parties.

6.5

Where applicable law or an OFCOM requirement gives the Customer a right to terminate on shorter notice or without charge, that right shall apply.

6.6

Provision of Data Services is subject to:

(a) Satisfactory results from surveys carried out by Datel;

(b) No external factors preventing service delivery (e.g., infrastructure issues, landlord refusal, or local authority restrictions);

(c) Installation of operational lines;

(d) The Customer providing accurate information to allow Datel to quote and survey properly.

6.7

If extra infrastructure is needed beyond what is already in place, Datel will provide a quotation for the work. If the Customer accepts the quotation, the work will proceed and be billed accordingly. If not, either party may cancel the Contract without obligation.

6.8

Datel warrants that Data Services will be delivered with reasonable care and skill, but does not guarantee uninterrupted or fault-free service.

6.9

Service faults must be reported in line with Datel’s Fault Handling Policy (available on request). Datel will use reasonable endeavours to resolve issues, but time is not of the essence.

6.10

Datel is not liable for faults caused by its suppliers or third parties.

6.11

The Customer agrees to:

(a) Comply with clause 5.11 (a) to (i), as if referencing Data Services;

(b) Avoid misuse, including exceeding usage limits or negatively affecting the network;

(c) Acknowledge that speeds depend on many external and physical factors;

(d) Understand that unless otherwise agreed, Datel is not supplying modems, lines, or equipment beyond that listed in the Order Form;

(e) Comply with Datel’s Fair Use Policy (available on request);

(f) Provide adequate rack/cabinet space and environment at their own cost.

6.12

To maintain service quality across its network, Datel may:

(a) Manage or restrict usage where it negatively impacts the network;

(b) Filter or block unsolicited bulk emails;

(c) Use antivirus and security scanning tools, which may delete or alter email content.

6.13 – VOIP-Specific Clauses

Where VOIP services are included, the Customer acknowledges:

(a) Emergency call functionality and priority cannot be guaranteed;

(b) VOIP is generally less reliable than traditional lines; it is advisable to retain a conventional backup;

(c) Interruptions may occur due to external factors beyond Datel’s control;

(d) Some VOIP features may be limited compared to traditional lines.

6.14

Unless purchased outright, all Equipment (e.g., routers) supplied for Data Services remains the property of Datel. Clause 4.3 applies. The Customer must return such Equipment on request or contract termination and is liable for damage or loss.

6.15

All routers supplied by Datel must be returned within 7 days of contract termination. Failure to return will incur a charge as per the Tariff.

6.16

If transferring services from another provider, the Customer must:

(a) Provide accurate details to enable a smooth migration;

(b) Bear all associated costs or penalties, unless otherwise stated in the Order Form.

6.17

The Customer is liable for all cancellation charges from previous suppliers unless the Order Form states that Datel will cover them.

6.18

If the Customer cancels before the Connection Date, the Customer shall pay only reasonable work actually completed by Datel and unavoidable third-party costs already incurred which Datel cannot reasonably recover or cancel. Datel shall provide a written breakdown on request. This clause does not apply where applicable law or OFCOM rules permit cancellation without charge.

6.19

If the Customer terminates after the Connection Date but before the end of the Initial Term, clause 13 shall apply. Datel shall deduct any supplier savings or reductions from the amount charged. No early termination charge shall apply during the Monthly Rolling Period.

6.20

Where a broadband Data Service is ceased at the Customer’s request, or as a result of termination by the Customer, Datel may charge a broadband cease fee of £50 for each broadband service ceased. The fee shall not apply where the cessation results from Datel’s material breach, where the Customer has a contractual or legal right to terminate without charge, or where the fee is prohibited by applicable law or OFCOM requirements.

7 Terms Applicable To It Support Services

7.1 – Definitions

Service Level Agreement: The service levels for IT Support Services, as set out by Datel from time to time.

System: The hardware, software, and operating systems listed in the Order Form.

Support Hours: the working hours listed in the Order Form (typically 09:00 to 17:30 UK local time).

Out of Hours: Times outside the Support Hours.

Support Request: Any request for support made by phone, email, or generated automatically by the System.

7.2

Subject to clause 2.2, IT Support Services commence on the Commencement Date and continue for the Initial Term stated in the Order Form.

7.3

At the end of the Initial Term, the IT Support Services Contract shall continue on a Monthly Rolling Period. During the Monthly Rolling Period, either party may terminate the Contract by giving at least 90 days’ written notice, except where applicable law entitles the Customer to terminate on a shorter notice period, in which case that shorter period shall apply.

7.4

No new fixed minimum term shall arise after the Initial Term unless expressly agreed in a new written Order Form signed by both parties. Where applicable law gives the Customer a right to terminate on shorter notice or without charge, that right shall apply.

7.5

The provision of IT Support Services is conditional upon:

(a) Datel conducting surveys to ensure it is feasible to provide support;

(b) The Customer providing accurate information to enable Datel to deliver services effectively.

7.6

Datel will provide support:

(a) During Support Hours, unless Out of Hours support is requested and agreed;

(b) In accordance with the Service Level Agreement;

(c) Remotely, unless otherwise agreed in writing.

7.7

The Customer agrees:

(a) That support is provided remotely unless otherwise agreed;

(b) To provide Datel with remote access and updated credentials as needed;

(c) To back up operating systems and software;

(d) To maintain backups of all data as advised by Datel or the software vendor;

(e) To make knowledgeable personnel available to assist Datel;

(f) To test restored files after any backup restoration is completed.

7.8

Support Requests will be prioritised based on severity. Datel will respond using reasonable endeavours as per the Service Level Agreement.

7.9

All Support Requests will be acknowledged within one working hour of being logged.

7.10

The Customer accepts:

(a) Where issues are caused by software defects or operating system errors, Datel’s role is to notify the Customer and provide a workaround where possible;

(b) Datel’s responsibility for hardware is limited to diagnosis, with repairs handled under the manufacturer’s warranty;

(c) Datel is not liable for data loss, productivity issues, or financial losses due to corrupt or incomplete backups.

7.11

If the Customer exceeds their support allowance, Datel may charge additional fees in accordance with clause 10.10.

7.12

At the Customer’s written request and cost, Datel can provide a monthly or periodic report of support activity.

7.13

Datel warrants that its staff providing support will have appropriate skills and experience. However, service continuity is not guaranteed, and all implied warranties are excluded to the fullest extent permitted by law.

7.14

The Customer warrants that it has all necessary licences and permissions to use all parts of the System and to allow Datel to support it.

7.15

The Customer agrees to indemnify Datel against all losses, liabilities, or claims resulting from a breach of clause 7.14.

7.16 – Introduction Fees & Non-Solicitation of Staff

Helpdesk Service: Support provided by Datel via phone or remote access.

Restricted Datel Employee: Any employee who:

(a) Attended the Customer’s premises;

(b) Provided Helpdesk support;

(c) Or both, in connection with IT Support Services.

Relevant Date: The last date a Restricted Datel Employee attended site or provided Helpdesk support.

Customer Agreement:

(a) For 12 months after the Relevant Date, the Customer must not employ or engage a Restricted Datel Employee without prior written consent.

(b) If the Customer breaches this clause, they must pay Datel liquidated damages equal to the greater of:

(i) 50% of the employee’s gross salary for the previous 12 months; or

(ii) £12,500 + VAT.

8 Terms Applicable To Mobile Services

8.1 – Definitions

Airtime Provider: The mobile network operator or wireless communications provider.

Connection: A connection to any Airtime Provider’s network.

Hardware Fund: A fund allocated to the Customer for equipment purchases in connection with Mobile Services.

Retail Mobile Services: Mobile services where the Customer contracts directly with the Airtime Provider.

Wholesale Mobile Services: Mobile services where the Customer contracts directly with Datel.

Support Hours: 09:00 to 17:30 UK local time.

8.2

Supply of Mobile Services begins:

(a) For Wholesale Mobile Services — on the Commencement Date and continues for the Initial Term stated in the Order Form;

(b) For Retail Mobile Services — on the date the Airtime Provider contract is signed and processed, and continues per that provider’s terms.

8.3

At the end of the Initial Term, a Wholesale Mobile Services Contract shall continue on a Monthly Rolling Period. During the Monthly Rolling Period, either party may terminate the Contract by giving at least 90 days’ written notice, except where applicable law or an OFCOM requirement entitles the Customer to terminate on a shorter notice period, in which case that shorter period shall apply.

8.4

No new fixed minimum term shall arise after the Initial Term unless expressly agreed in a new written Order Form signed by both parties. Retail Mobile Services remain subject to the Airtime Provider’s terms. Where applicable law gives the Customer a right to terminate on shorter notice or without charge, that right shall apply.

8.5

Provision of Mobile Services is subject to:

(a) Accurate data being provided by the Customer;

(b) Network coverage being available;

(c) Equipment being available.

8.6

Datel will provide Mobile Service support:

(a) For Wholesale Mobile Services — remote support during Support Hours (on-site support chargeable);

(b) For Retail Mobile Services — limited support per the Airtime Provider’s terms (on-site support chargeable).

8.7

Datel operates a telephone helpdesk to handle Mobile Services support queries.

8.8

The Customer agrees:

(a) That all support is remote unless otherwise agreed;

(b) To maintain regular data backups and software updates;

(c) To provide appropriately skilled staff to assist in fault diagnosis and resolution.

8.9

The Customer acknowledges:

(a) Datel is not responsible for faults caused by the network or software errors;

(b) Hardware issues are subject to manufacturer warranty;

(c) Datel is not liable for lost data, downtime, or related financial losses;

(d) Even if an Airtime Provider releases the Customer from their contract (e.g. due to error), this does not release the Customer from their obligations to Datel.

8.10

Datel warrants its Mobile Services support staff are suitably skilled and experienced. However, service continuity is not guaranteed.

8.11

The Customer warrants that any devices they use with Mobile Services are either owned by them or lawfully obtained. The Customer is responsible for ensuring compatibility (e.g., ensuring phones are unlocked).

8.12

Datel is not liable for any issues caused by the Airtime Provider, including service interruption or withdrawal.

8.13

The Customer agrees to fully indemnify Datel against any claims arising from breaches of this section.

8.14

All Mobile Services equipment supplied by Datel (unless purchased outright) remains Datel’s property. Clause 4.3 applies. The Customer must return it upon request or termination and will be liable for any associated losses or costs.

8.15

All handsets and SIMs must be returned within 7 days of contract termination. If not, Datel may charge the full market value of the unreturned items.

8.16

Further conditions for equipment supplied by Datel:

(a) Damage or incorrect fulfilment must be reported within 3 Business Days;

(b) Refunds or exchanges will not be provided for Customer ordering errors;

(c) Upgrades are not guaranteed — if agreed, Datel may extend the Initial Term;

(d) All equipment is subject to availability.

8.17

Use of a Hardware Fund and subsidised equipment is conditional upon the Customer completing the Initial Term or the full term of the Airtime Provider contract.

8.18

If the Mobile Services Contract is completed successfully, title to the handsets and access to unused Hardware Fund credit passes to the Customer.

8.19

If, at the end of the Initial Term, the Hardware Fund is overdrawn, Datel will invoice the Customer to recover the full shortfall.

8.20

If the Customer terminates a Connection early, they must repay:

The value of the Hardware Fund provided, less any unspent balance.

8.21

Where the full Hardware Fund has been used, the Customer must repay its entire value for the relevant Connection(s).

8.22

If equipment was provided free or at a discount, the Customer must repay its market value at the time of supply for the Connection(s) in question.

8.23

The above fees are in addition to any contractual early termination fees due to Datel or the Airtime Provider.

9 Customer’S General Obligations And Terms Applicable To All Services

9.1

The Customer shall:

(a) Ensure that the Order and all provided information are accurate and complete;

(b) Co-operate fully with Datel in connection with all Services;

(c) Provide Datel and its personnel access to the Customer's premises and facilities where reasonably required;

(d) Supply all information and materials requested by Datel, ensuring accuracy;

(e) Prepare the premises for service delivery where applicable;

(f) Obtain all necessary consents and licences before the Services start;

(g) Acknowledge that calls to or from Datel may be recorded for quality, training, service management and evidential purposes, subject to applicable Data Protection Laws;

(h) Accept that Datel is not liable for delays caused by third-party infrastructure;

(i) Co-operate with any regulatory or criminal investigation involving the Services;

(j) Be responsible for the accuracy of all plans, specifications, and instructions;

(k) Comply with any Service Specific Conditions.

9.2

The Customer is responsible for use of the Services by anyone they authorise or who gains access fraudulently. Datel strongly recommends installing robust security to prevent misuse or fraud.

9.3

If Datel’s performance is delayed or hindered due to a Customer Default (e.g., lack of information, cooperation, or failure to comply):

(a) Datel may suspend services and is not liable for any resulting delay;

(b) Datel is not liable for any costs or losses caused by the Customer Default;

(c) The Customer must reimburse Datel for any resulting costs.

9.4

Datel may suspend or terminate services without liability if:

(a) Required to do so by law or regulation;

(b) It ceases provision of telecommunications services;

(c) Services are suspected to be used fraudulently or illegally;

(d) Maintenance or improvement of networks or systems is necessary.

9.5

Datel may withhold support if the Customer has unpaid invoices. Support may be withheld until payment is received.

9.6

The Customer is responsible for all charges arising from fraudulent or unauthorised use of the Services or Equipment.

10 Charges And Payment For Services

10.1

Charges for Services and Equipment are payable as outlined in this clause and (where applicable) clause 11.

10.2

Charges for Equipment and Installation Services are as per the Order Form and are payable on Delivery unless otherwise stated.

10.3

Any deposit required must be paid within seven days of submitting the Order Form.

10.4

Charges for Maintenance Services are payable annually in advance, starting from the Commencement Date and every year thereafter unless agreed otherwise.

10.5

Additional charges for Maintenance Services due to faults covered under clause 4.10 will be invoiced in line with the Tariff.

10.6

Datel may charge a call-out fee if:

(a) The issue is based on incorrect Customer information;

(b) The operative cannot access the site at the agreed time.

10.7

Any automatic or scheduled price increase during the Initial Term must be clearly stated in the Order Form, including the amount or method of calculation and the date on which it takes effect. Where no scheduled increase is stated, recurring Charges shall not increase during the Initial Term except in accordance with clauses 10.11 to 10.15.

10.8

Charges for IT Support Services are due monthly in advance, unless otherwise agreed. First payment is due on the Commencement Date and monthly thereafter.

10.9

Out-of-Hours or on-site IT Support is charged based on hourly rates in the Order Form or Tariff. Datel may invoice immediately after delivery.

10.10

Additional IT Support beyond the agreed allowance (clause 7.11) will be billed in accordance with the Tariff.

10.11

Datel may adjust Charges where the Customer requests or agrees a change, or where the number of users, connections, Sites, devices, Services or level of support increases.

10.12

Where Charges are based on usage, Datel’s properly maintained data logs shall be the primary record, but the Customer may raise a reasonable query and provide relevant evidence.

10.13

Datel shall give at least 30 days’ written notice of any other price increase. The notice shall explain the reason for the increase, the affected Charges, the date it takes effect and any right to terminate.

10.14

During the Initial Term, where an increase is not solely to the Customer’s benefit, purely administrative with no negative effect, directly required by law, or already clearly stated in the Order Form, the Customer may terminate the affected Service without an early termination charge by giving notice before the increase takes effect.

10.15

During the Monthly Rolling Period, Datel may change Charges by giving at least 30 days’ written notice. The Customer may terminate the affected Service before the new Charges take effect without a cancellation charge. The Customer’s silence shall not create a new fixed-term commitment.

10.16

Invoices must be paid:

(a) Within 14 days of invoice date;

(b) In full and by cleared funds to the account nominated by Datel.

10.17

Time for payment is of the essence.

10.18

All amounts exclude VAT, which is payable in addition.

10.19

If the Customer does not dispute an invoice in writing within 30 days, it will be deemed accepted.

10.20

Late payments incur interest at 4% above HSBC’s base rate, accruing daily until full payment.

10.21

The Customer must pay all charges in full, with no set-off or deductions (unless legally required).

10.22

Datel may apply a lien over Customer goods in its possession until unpaid sums are settled.

10.23

Delays in invoicing do not affect the obligation to pay. Charges may be invoiced later.

10.24

Additional charges may apply for:

Paper billing

Late payment

Reconnection

Non-direct debit payments

Incorrect fault reporting

Charges are listed in Datel’s current Tariff.

10.25

Datel may withhold support until overdue payments are received.

10.26

Datel reserves the right to recover legal and other costs incurred as a result of Customer breach, on a full indemnity basis.

11 Additional Terms Relating To Charges For Data Services And Fixed Network Services

11.1

Charges for Data Services and Fixed Network Services are set out in the Order Form and determined in accordance with the Contract and subject to clause 10.7 (annual price increase for Maintenance Services).

11.2

Line rental charges are payable monthly in advance, starting from the Handover Date, by direct debit or as otherwise specified in the Order.

11.3

All call charges (whether made by the Customer or a third party) are invoiced monthly in arrears and must be paid within 14 days of the invoice date, by direct debit.

11.4

Datel reserves the right to invoice for charges at any time, regardless of the normal billing cycle.

11.5

If Datel provides temporary Data Services or Fixed Network Services, it may invoice in advance for the full period of those services.

11.6

If monthly call charges are below £4.50, Datel may apply a minimum call charge of that amount.

11.7

Where Fixed Network Services include inbound services or numbers, pricing is based on forecasted traffic volumes supplied by the Customer.

11.8

Datel may charge an additional fee (monthly and in arrears) for any inbound number that:

(a) Carries no traffic for a full calendar month; or

(b) Has traffic volumes at least 50% lower than the forecast provided.

11.9 – Broadband Cease Fee

When a broadband Data Service is ceased at the Customer’s request, or as a result of termination by the Customer, a £50 cease fee shall apply for each broadband service ceased, subject to clause 6.20.

11.10 – Porting-Away Charge

When a telephone number is ported away from Datel, Datel may charge up to £30 per number, subject to clause 5.21.

12 Additional Terms Relating To Charges For Mobile Services

12.1

For Wholesale Mobile Services, Datel may increase line rental charges once per year by up to 5%, with 30 days’ written notice.

12.2

Call charges for Mobile Services may fluctuate and change without notice to the Customer.

13 Early Termination And Cancellation Charges

13.1 – Early Termination During the Initial Term

Where the Customer terminates a Service before the end of its Initial Term, other than where the Customer has a contractual or legal right to terminate without charge, the Customer shall pay a reasonable early termination charge limited to:

(a) Charges properly due up to the termination date;

(b) unavoidable cancellation or termination charges imposed on Datel by an underlying supplier as a direct result of the termination;

(c) the outstanding unrecovered cost of Equipment, installation, incentives, subsidies or other upfront benefits, calculated on a fair straight-line basis over the Initial Term;

(d) reasonable administrative costs directly incurred in processing the termination; and

(e) Datel’s reasonably anticipated lost net profit on the affected Service for the remainder of the Initial Term.

13.2 – Deductions

Datel shall deduct from the early termination charge:

(a) costs which Datel will no longer incur;

(b) charges avoided, reduced or recovered from an underlying supplier;

(c) the reasonable reusable or recoverable value of returned Equipment; and

(d) any other amount necessary to prevent Datel recovering more than its reasonable expected loss.

13.3 – Transparency

Datel shall provide the Customer with a written breakdown of the early termination charge on request. No additional general cancellation fee shall be charged where the same cost or loss has already been included in that calculation.

13.4 – No Charge

No early termination charge shall apply:

(a) after expiry of the Initial Term;

(b) where Datel materially breaches the Contract and fails to remedy the breach within a reasonable period after written notice;

(c) where the Customer is entitled to terminate because of a material contractual change or price increase;

(d) where required by applicable law or OFCOM rules; or

(e) where Datel agrees otherwise in writing.

13.5 – Cancellation Before Commencement

Where a Service is cancelled before commencement, the Customer shall pay only reasonable work actually completed by Datel and unavoidable third-party costs already incurred which cannot reasonably be recovered or cancelled. Datel shall provide a written breakdown on request.

14 Confidentiality And Data Protection

14.1 – Confidentiality

Each party agrees to treat as strictly confidential all technical, commercial, or operational information disclosed by the other, whether verbally or in writing, that is clearly confidential in nature or marked as such.

The receiving party may only disclose such information:

(a) To its employees, subcontractors or agents who need to know it to perform the Contract (and who are under similar confidentiality obligations);

(b) If required by law, regulation, or court order.

This obligation survives termination of the Contract.

14.2 – Data Protection

Both parties will comply with applicable Data Protection Laws (including the UK GDPR and Data Protection Act 2018).

14.3

Datel may use Customer information (including Personal Data) to:

Supply the Equipment and/or Services;

Improve its service;

Conduct analysis and marketing.

In this context, Datel Solutions (Scotland) Ltd is the Data Controller. Datel may share necessary data with its third-party suppliers to fulfil contractual obligations.

14.4

The Customer may provide Datel with Personal Data related to staff, clients, or third parties, which Datel processes on behalf of the Customer. In these cases:

The Customer is the Controller;

Datel is the Processor.

14.5 – Customer Obligations

The Customer must ensure:

All Personal Data shared with Datel is lawfully obtained;

Appropriate notices and consents have been issued to allow Datel to process it;

Only relevant Personal Data is shared.

14.6 – Processing Overview

Subject matter: Performing the Services;

Duration: For the length of the Contract, unless otherwise agreed;

Purpose: Delivery of Services and use of associated systems;

Types of data: Includes names, job titles, company names, contact details, contract records, and login credentials;

Data subjects: Customer’s employees, clients, or authorised users.

14.7 – Datel’s Commitments as Processor

Datel will:

(a) Process data only per written Customer instructions (unless legally required otherwise);

(b) Notify the Customer if any instruction breaches Data Protection Laws;

(c) Maintain security measures appropriate to the risk and data type;

(d) Ensure staff with access are under confidentiality obligations;

(e) Not transfer data outside the UK/EEA without the Customer’s prior written consent and appropriate safeguards;

(f) Assist the Customer with subject access requests, compliance, and breach response (at Customer’s cost);

(g) Notify the Customer promptly in the event of a Personal Data Breach;

(h) Delete or return all data on termination (unless legally required to retain it);

(i) Allow audits, subject to:

At least 30 Business Days’ notice;

Agreement on scope and timing;

Minimal disruption to Datel’s operations and other customers;

Full reimbursement of Datel’s reasonable costs.

14.8 – Sub-processors

Datel may use third-party sub-processors. A current list is available on request. All sub-processors are bound by data protection terms substantially similar to those set out in this section. Datel remains liable for their actions.

15 Limitation Of Liability

15.1 – Liability That Cannot Be Excluded

Nothing in this Contract excludes or limits Datel’s liability for:

(a) Death or personal injury caused by Datel’s negligence;

(b) Fraud or fraudulent misrepresentation;

(c) Breach of statutory terms under section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).

15.2 – Excluded Losses

Subject to clause 15.1, Datel shall not be liable for:

(a) Loss of profits;

(b) Loss of sales or business;

(c) Loss of contracts or agreements;

(d) Loss of anticipated savings;

(e) Loss of goodwill;

(f) Loss or corruption of software, data, or information;

(g) Any indirect or consequential losses, however arising.

15.3 – Liability Cap

Subject to clauses 15.1 and 15.2, Datel’s total liability to the Customer for all claims (whether connected or not) in any consecutive 12-month period is limited to the total Charges paid by the Customer in that period for the specific Service or Equipment giving rise to the claim.

15.4

The terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982 are excluded to the fullest extent permitted by law.

15.5

If the Customer is a consumer, nothing in these Conditions affects their statutory rights.

15.6

This entire clause 15 survives termination of the Contract.

16 Termination

16.1 – Termination by Datel with Notice

Datel may not terminate a Contract for convenience during the Initial Term except:

(a) with the Customer’s written agreement;

(b) where Datel or its underlying supplier permanently withdraws the relevant Service and Datel cannot reasonably provide an equivalent replacement;

(c) where continued provision becomes unlawful or is prohibited by a regulatory authority;

(d) where provision is no longer technically or commercially reasonable due to circumstances outside Datel’s reasonable control; or

(e) as otherwise expressly permitted under clauses 16.2 to 16.4.

Where Datel terminates under paragraphs (b), (c) or (d), it shall give as much notice as reasonably practicable and, where possible, at least 30 days’ notice. The Customer shall not be liable for Charges after termination or for an early termination charge arising solely from Datel’s decision. Datel shall credit or refund Charges paid in advance for the period after termination and provide reasonable migration cooperation.

During the Monthly Rolling Period, either party may terminate the relevant Contract by giving at least 90 days’ written notice, except where applicable law or an OFCOM requirement entitles the Customer to terminate on a shorter notice period, in which case that shorter period shall apply.

16.2 – Immediate Termination

Either party may terminate the Contract immediately by written notice if the other party commits a material breach which is not capable of remedy or, where capable of remedy, is not remedied within 10 Business Days after written notice.

Datel may also terminate immediately if the Customer:

(a) suspends or threatens to suspend payment of its debts;

(b) enters into arrangements or negotiations with creditors;

(c) becomes subject to winding-up, bankruptcy, administration or similar proceedings;

(d) has assets seized or attached, or is otherwise unable to pay its debts;

(e) ceases or threatens to cease trading;

(f) dies or becomes mentally incapable, where the Customer is an individual; or

(g) experiences an equivalent event in another jurisdiction.

16.3 – Non-Payment

Datel may terminate the Contract if the Customer fails to pay an undisputed amount by its due date and does not settle that amount within 30 Business Days after written notice. A genuinely disputed amount shall not by itself permit termination while the parties are following the dispute process in good faith.

16.4 – Suspension Rights

Datel may suspend an affected Service where:

(a) the Customer is subject to an insolvency event listed in clause 16.2;

(b) Datel reasonably believes the Customer is about to become insolvent;

(c) the Customer fails to pay an undisputed invoice by the due date, after reasonable written warning; or

(d) suspension is reasonably necessary for security, fraud prevention, safety, legal or network-protection reasons.

Any suspension shall be proportionate and, where reasonably practicable, limited to the affected Service.

17 Consequences Of Termination

17.1

Upon termination of the Contract, in whole or part:

(a) the Customer must pay all undisputed Charges properly due up to the termination date, together with any valid early termination charge under clause 13;

(b) Datel shall credit or refund any prepaid recurring Charges relating to the period after termination, except for properly disclosed non-refundable third-party costs;

(c) termination shall not affect accrued rights, remedies, obligations or liabilities; and

(d) provisions intended to survive termination, including confidentiality, data protection, liability and payment, shall remain in force.

17.2 – Return and Recovery of Equipment

Where Equipment remains Datel’s property, the Customer shall keep it safe, stop using it after termination unless agreed otherwise, and make it reasonably available for collection or return it by an agreed method.

Unless there is an urgent risk of loss, damage, unlawful use or interference, Datel shall give at least five Business Days’ written notice before attending the Site. Datel may enter the premises only with the Customer’s consent, at a reasonable time, in compliance with reasonable health, safety, security and access requirements, and without unnecessary disruption. Nothing in the Contract authorises forced entry.

If the Customer fails to return Datel-owned Equipment after reasonable written requests, Datel may take legal action or charge the reasonable replacement value, taking account of age, condition and fair market value. The Customer shall not be charged more than Datel’s reasonable loss. Equipment purchased outright and paid for in full belongs to the Customer.

18 Force Majeure

18.1 – Definition

A Force Majeure Event means any event outside Datel’s reasonable control, including (but not limited to):

Strikes, lockouts, or labour disputes

Failure of utilities, broadband networks, cabling, or infrastructure

Acts of God, war, riot, civil disturbance, terrorism

Fire, flood, storm, or natural disaster

Governmental regulations or law changes

Supplier or subcontractor failure

18.2 – No Liability

Datel shall not be liable for any delay or failure to perform its obligations caused by a Force Majeure Event.

18.3 – Prolonged Disruption

If a Force Majeure Event prevents a material part of the Services being provided for more than 30 consecutive days, either party may terminate the affected Service by written notice without an early termination charge. Charges remain payable only up to the termination date.

19 General

19.1 – Assignment and Subcontracting

(a) Datel may assign, transfer, mortgage, charge, subcontract, or otherwise deal with any or all of its rights and obligations under the Contract.

(b) The Customer may not assign, transfer, mortgage, charge, subcontract, declare a trust over, or otherwise deal with its rights or obligations under the Contract without Datel’s prior written consent.

19.2 – Notices

Any notice under the Contract must be in writing and may be delivered by email, pre-paid first-class or signed-for post, or by hand to the recipient’s registered office or principal place of business.

Notices to Datel, including cancellation and termination notices, may be sent to [email protected] and shall be valid without postal confirmation. Datel shall acknowledge an emailed cancellation or termination notice within two Business Days, but failure to acknowledge shall not invalidate a correctly addressed and successfully transmitted notice.

Notices to the Customer may be sent to the email or postal address stated in the Order Form or most recently notified to Datel.

A notice is deemed received:

(a) if delivered by hand, when left at the correct address;

(b) if sent by post, two Business Days after posting;

(c) if sent by email before 5:00 pm on a Business Day, on that Business Day; or

(d) if sent by email after 5:00 pm or on a non-Business Day, on the next Business Day.

A minor administrative or formatting error shall not invalidate a notice which clearly identifies the Customer, the affected Service or Contract, and the action requested. Datel shall not require a Customer to telephone, attend in person or use another cancellation method after receiving a valid written notice. This clause does not apply to formal service of court proceedings.

19.3 – Severance

(a) If any clause or part of a clause is invalid, illegal or unenforceable, it shall be modified to the minimum extent necessary to be valid. If modification is not possible, it shall be deemed deleted.

(b) The rest of the Contract remains in force. The parties will negotiate to replace any invalid term with one that best achieves the same commercial purpose.

19.4 – Waiver

Failure to enforce a right or delay in doing so does not waive that right, nor does a partial exercise prevent full enforcement later.

19.5 – No Partnership or Agency

The Contract does not create a partnership, joint venture, or agency relationship. Neither party may act on behalf of the other.

19.6 – Third Party Rights

No person other than the Customer or Datel may enforce the terms of this Contract.

19.7 – Variation

The version of these Conditions in force on the Contract Date applies to the Contract. No material change is valid unless agreed in writing by both parties, except that Datel may make changes required by law or regulation, or minor administrative changes which do not materially disadvantage the Customer, on reasonable written notice. Where a proposed material change disadvantages the Customer, the Customer may terminate the affected Service without an early termination charge before the change takes effect, unless the change is directly required by law.

19.8 – Company Information

Datel Solutions (Scotland) Ltd is registered in Scotland under company number SC693774.

Registered office: Scotia House, 5 Dickson Street, Dunfermline, Scotland, KY12 7SL.

19.9 – Electronic Signatures

This Contract and any amendments may be signed in counterparts, including electronic signatures, which together form a single agreement.

19.10 – Dispute Resolution

Complaints should be raised via Datel’s support channels. Datel will use reasonable efforts to resolve disputes fairly. Customers can request a copy of Datel’s Complaints Code.

19.11 – Governing Law

This Contract is governed by Scottish law.

19.12 – Jurisdiction

The parties agree that the Scottish courts shall have exclusive jurisdiction over any disputes arising from this Contract.