Terms & Conditions

CONNECTIVITY-AS-A-SERVICE TERMS & CONDITIONS  

This is dated 1st May 2024, replacing the version as of 1st August 2023 to amend the change of registered address.

Parties  

(1)  Minhoco 84 Limited trading as EdgeConnect incorporated and registered in England and Wales with company number 15028245 whose registered office is at Mistral House, Silverlink Business Park, Newcastle-Upon-Tyne NE28 9NX (EdgeConnect)  

(2)  [FULL COMPANY NAME] incorporated and registered in England and Wales with company number [NUMBER] whose registered office is at [REGISTERED OFFICE ADDRESS] (Customer)  

Agreed terms 
1. Interpretation  

1.1 The following definitions and rules of interpretation apply in this agreement.  

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

Business Hours: without prejudice to the hours stated in clause 5.2, the period from 9.00 am to 5.00 pm on any Business Day.  

Charges Schedule: Schedule 3 to these terms and conditions setting out the charges payable by the Customer for the Service.  

Controller: as defined in the Data Protection Legislation. 

Commencement Date: means the date that the Order Form is executed by the Customer or commencement of the Order Form in accordance with Clause 2.2.  

Customer: the party specified on the Order Form.  

Data Protection Legislation: all applicable data protection and privacy legislation in force from time to time in the UK including the retained EU law version of the General Data Protection Regulation ((EU) 2016/679) (UK GDPR); the Data Protection Act 2018 (DPA 2018) (and regulations made thereunder); and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended.  

Data Subject: as defined in the Data Protection Legislation. 

Domestic Law: means the law of the United Kingdom or a part of the United Kingdom.  

End-User: an employee of the Customer whether employed on a part-time or full-time basis, including subcontractors, consultants or freelancers.  

Fault: means a failure of a Service in any material respect to conform with the Order Form.  

Force Majeure Event: has the meaning given in clause 21.  

Intellectual Property Rights: patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know- how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.  

Minimum Period: the period specified in the Order Form.  

Operational Service Date: the date set out in the Order Form.  

Order Form: the order form to be completed by the Customer before the Service commences.  

Partner Networks: EdgeConnect’s partner networks   

Personal Data: as defined in the Data Protection Legislation.  

Personal Data Breach: as defined in the Data Protection Legislation.  

Processor: as defined in the Data Protection Legislation.  

processing and appropriate technical and organisational measures: as defined in the Data Protection Legislation.  

Ready for Service Date: means the date at the end of Service Implementation when EdgeConnect has delivered all of the elements of a Service (or part of a Service) such that it may now be reviewed for conformity to Order Form by the Customer. For the avoidance of doubt, this is the date when the Minimum Period shall commence.  

Service: connectivity to the internet or customer specified network via the Partner Networks, including support services in relation to such connectivity.  

Service Implementation: means the phase between commencement of the Order Form and the Ready for Service Date.  

Service Level Agreement: the service level agreement set out in Schedule 2.  

Service Schedule: Schedule 1 to these terms and conditions setting out the wireless access service.  

UK Data Protection Legislation: any data protection legislation from time to time in force in the UK including the Data Protection Act 1998 or 2018 or any successor legislation.  

1.2  Clause, Schedule and paragraph headings shall not affect the interpretation of this agreement.  

1.3  A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).  

1.4  The Schedules form part of this agreement and shall have effect as if set out in full in the body of this agreement. Any reference to this agreement includes the Schedules.  

1.5  A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.  

1.6  Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.  

1.7  Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.  

1.8  This agreement shall be binding on, and enure to the benefit of, the parties to this agreement and their respective personal representatives, successors and permitted assigns, and references to any party shall include that party’s personal representatives, successors and permitted assigns.  

1.9  A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time.  

1.10  A reference to a statute or statutory provision shall include all subordinate legislation made from time to time under that statute or statutory provision.  

1.11  A reference to writing or written and email.  

1.12  Any obligation on a party not to do something includes an obligation not to allow that thing to be done.  

1.13  References to a document in agreed form are to that document in the form agreed by the parties and initialled by them or on their behalf for identification.  

1.14  References to clauses and schedules are to the clauses and schedules of this agreement and references to paragraphs are to paragraphs of the relevant Schedule.  

1.15 Any words following the terms including, include, in particular, for example or any similar expression shall be interpreted as illustrative and shall not limit the sense of the words preceding those terms.  

2. Commencement and duration 

2.1  This agreement shall apply to and be incorporated into each Order Form to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing. A separate contract will be formed in respect of each order, comprising the Order Form and the terms and conditions of this agreement. In the event of any conflict or inconsistency between the documents, the Order Form will prevail.  

2.2  No contract shall be created between EdgeConnect and the Customer for the provision of Services unless and until the Customer has counter-signed the relevant Order Form and sent it to EdgeConnect, except (if earlier) EdgeConnect has commenced providing the Services, in which case a contract will be deemed to have come into existence on the basis of this agreement from the date on which the provision of the Services by EdgeConnect commenced.  

2.3  This agreement shall commence in accordance with Clause 2.2. Each Order Form shall commence on its respective Commencement Date. Both this agreement and the Order Forms shall continue until they expire in accordance with their terms, unless suspended or terminated earlier hereunder.  

2.4  Each Order Form shall continue for the Minimum Period. Thereafter, unless otherwise expressly stated in the Order Form, it shall automatically be extended for successive twelve (12) month periods (each an “Extended Term”) at the end of the Minimum Period and at the end of each Extended Term, unless a party gives written notice to the other party to terminate, not later than [thirty (30)] days before the end of the Initial Term or the relevant Extended Term, in which event the Service Contract will terminate at the end of that Initial Term or Extended Term as the case may be.  

2.5  Either party may terminate an individual Service or Services under an Order Form in accordance with Clause 2.4, in which event the Order Form shall remain in full force and effect in relation to all of the Services not so terminated. The Customer agrees and acknowlEdgeConnects that each individual Service may have its own Ready for Service Date and accordingly, its own specific Minimum Period. In the case of termination by the Customer hereunder, the Customer shall ensure that an authorised signatory terminates a Service by completing EdgeConnect’s “Request to Terminate” form. The Customer must ensure that EdgeConnect acknowlEdgeConnects receipt of the same.  

2.6  In the event of termination or cancellation by the Customer of any Order Form or Service, whether before or after the Ready for Service Date and prior to the expiry of the Minimum Period or an Extended Term other than in accordance with Clauses 2.4 or 2.5, or in the event of termination by EdgeConnect in accordance with Clause 10, the Customer remains liable to pay for the Services for the entire Minimum Period and/or Extended Term except where the Customer rightfully terminates under Clauses 10 and shall promptly pay such sums to EdgeConnect on demand.  

3. The provision of the Service 

3.1  EdgeConnect shall provide the Service to the Customer in accordance with the Service Level Agreement and the other terms and conditions of this Agreement.  

3.2  EdgeConnect shall use reasonable endeavours to meet the performance dates set out in the Order Form (including, but without limitation, the Ready for Service Date) but any such dates shall be estimates only, and time shall not be of the essence in respect of EdgeConnect’s obligations.  

3.3  When EdgeConnect considers that the relevant Service is Ready for Service it shall so notify the Customer. Within five (5) Business Days of such notification the Customer shall review the operation of the Service to confirm that there are no Faults. The Customer shall give EdgeConnect a detailed description of any Fault in writing within the five (5) Business Days review period.  

3.4  EdgeConnect shall use reasonable efforts to correct any Fault within a reasonable time and, on completion, re-submit the Service to the Customer. The provisions of Clauses 3.3 and 3.4 shall then apply again.  

3.5  If the Customer does not provide any written notification of Faults in the five (5) Business Days period described above, or if the Service is found to conform to the Order Form, or if the Customer shall commence the live operational use of the Service, the said Service shall be deemed accepted from that date and Service Implementation is complete.  

3.6  EdgeConnect has the right to disable any access code, username, password or other information EdgeConnect provided to the Customer or an End-User at any time if, in EdgeConnect’s opinion, the Customer or any End-User fail to comply with any of the provisions of these terms and conditions.  

3.7  From time to time EdgeConnect may:  

(a)  (for operational reasons), change access codes, usernames, passwords or other security information necessary to access the Service or change the technical specification of the Service.  

(b)  issue instructions to the Customer and/or individual End-Users, which EdgeConnect believes are necessary for reasons of health, safety, security or the quality of any telecommunications service provided by EdgeConnect to the Customer or any other customer. The Customer shall procure that the End-User complies with any such instructions that EdgeConnect issues to the Customer or the End-User.  

(c) temporarily suspend the Service because of an emergency or for operational maintenance or improvements or for the purpose of ensuring network or information security. In such cases, EdgeConnect shall aim to restore the Service as soon as reasonably practical and EdgeConnect shall aim to give the Customer as much notice as possible of any emergency or scheduled suspension of the Service.  

3.8  EdgeConnect does not guarantee that products or services or any websites accessible via the Service are error or virus free, and dealings that the Customer or any End-User may have with promotions, services or merchants via the Service are solely between the Customer and/or the individual End-User and the person with whom they are dealing.  

3.9  EdgeConnect does not warrant or guarantee the performance of the internet or that the transmission of information over the internet will be secure or that the internet will be accessible at all times or at the speeds indicated by EdgeConnect.  

4. Connection of Equipment to the Service 

4.1 The Customer shall ensure, and shall procure that any End-User shall ensure, that any equipment used by the End-User to connect to or use the Service is connected and used in accordance with any instructions, safety and security procedures applicable to the use of that equipment and/or the standards that EdgeConnect has notified to the Customer. The Customer shall also ensure that any such equipment shall also be compliant with any relevant legislation.  

5. Connectivity and Service Levels 

5.1  EdgeConnect provides the Service by enabling End-Users to achieve connectivity provided by EdgeConnect and its Partner Networks. EdgeConnect’s list of Partner Networks may change at any time and nothing in these terms and conditions obliges EdgeConnect to provide the Service using any specific Partner Network. EdgeConnect does not represent, warrant or guarantee that End-Users can access the Service or that End-Users can continue to access the Service via any particular Partner Network at any time.  

5.2  If End-Users have any problems using the Service they should contact EdgeConnect’s customer service department. EdgeConnect provides telephone support in relation to the Service between the hours of 7.30am and 5pm, Monday to Friday, on [TELEPHONE NUMBER]. Before EdgeConnect can assist the End-User, EdgeConnect may request from the End- User any of the security information referred to above which has been provided to the End-User by EdgeConnect for the purpose of accessing the Service. If such calls exceed the number of hours agreed in the Order Form, calls to this number are charged at £[AMOUNT] per minute (if the End-User calls from a mobile phone, mobile operator charges may apply).  

5.3 EdgeConnect shall not be responsible for any Faults, or for any failure to meet any Service Level, response time, threshold or any obligation under any Order Form, to the extent that such Fault and/or failure is due to any:  

1. act or omission of the Customer, its employees, agents, or subcontractors;  

1. failure of Customer equipment and/or of any software other than software supplied by EdgeConnect;  

1. Force Majeure;  

1. failure of the Customer to report a Fault in accordance with the relevant Order Form; or  

1. planned maintenance notified to the Customer upon reasonable notice.  

6. Use of the Service 

6.1  End-Users may access the Service in accordance with these terms and conditions for the Customer’s business use. It is the Customer’s responsibility to obtain and keep in force any licence necessary for End-Users to use the Service in any country in which it is provided. The Customer shall procure that when using the Service, End-Users shall comply with EdgeConnect’s terms of use in this Clause 6, as well as the terms and conditions of use of any Partner Networks as apply from time to time.  

6.2  The Customer warrants that any use of the Service by End-Users complies with this Clause 6, and the terms and conditions of use of the Partner Networks, and the Customer will indemnify EdgeConnect for any breach of that warranty.  

6.3  Access to the Service is provided to the Customer for End-Users’ use only. Neither the Customer nor any End-User may re-sell the Service to any third party for money or money’s worth or otherwise provide use of the Service (in the case of the Customer) to anyone other than an End-User or (in the case of an End-User) to anyone else.  

6.4  The Customer warrants that it and any End-User will comply with clause 6.3 and the Customer shall indemnify EdgeConnect for any breach of that warranty.  

6.5  The Customer shall not do, and shall not permit, allow or suffer any End-User to do, anything that is likely to adversely interfere with the provision of the Services.  

6.6  EdgeConnect shall notify the Customer of any claims or legal proceedings which are brought or threatened against EdgeConnect by a third party because of any End-Users’ use of the Service in breach of the Terms of Use, and EdgeConnect shall keep the Customer informed of the progress of these claims or proceedings and have due regard to any representations the Customer wants to make.  

6.7  EdgeConnect has the right to suspend the Service and terminate the agreement immediately in the event of a breach by the Customer or any End-User of any of the provisions of these terms and conditions, EdgeConnect’s Terms of Use or EdgeConnect’s Partner Network’s terms and conditions of use, including without limitation:  

(a)  if any End-User uses equipment which is defective or illegal;  

(b)  if any End-User causes any technical or other problems to EdgeConnect or EdgeConnect’s Partner Networks;  

(c)  if in EdgeConnect’s reasonable opinion any End-User is involved in fraudulent or unauthorised use of the Service;  

(d)  if the Customer or any End-User resells or otherwise provides access to the Service in breach of clause 6.3 above; or  

(e)  if the Customer or any End-User uses the Service in contravention of the Terms of Use.  

7. Filtering and Compliance 

7.1  EdgeConnect may filter access to its Service for child protection or other purposes.  

7.2  EdgeConnect shall comply with guidance given by the Internet Watch Foundation (or similar bodies) and the Regulation of Investigatory Powers Act 2000 and similar or subordinate legislation or requirements made hereunder and as modified from time to time and Customer consents to EdgeConnect doing all such acts as may be required of it to comply with such requirements.  

8. Charges and payment 

8.1 The Customer shall pay the charges for the Service specified in the Charges Schedule. Charging shall begin on the Operational Service Date. EdgeConnect will calculate the charges for the use of the Services in accordance with the details recorded by, or on behalf of, EdgeConnect.  

8.2  If EdgeConnect terminates the Service due to non-payment and/or breach of any of these terms and conditions or EdgeConnect’s Terms of Use, the Customer may be required to pay a reconnection fee, if the Service is reactivated.  

8.3  EdgeConnect will invoice and the Customer shall pay all charges in pounds sterling, unless otherwise stated in the Charges Schedule. The charges set out in the Charges Schedule are exclusive of value added tax or any other sales, usage or similar tax applicable in any country where the Service is provided and any such applicable tax shall be added to the EdgeConnect’s invoice and paid by the Customer.  

8.4  EdgeConnect may, at any time, require the Customer to pay a deposit or provide a guarantee as security for payment of future bills. If the Customer fails to pay such a deposit or provide such a guarantee, EdgeConnect has a right to suspend the provision of the Service.  

8.5  EdgeConnect reserves the right to increase the Charges (such increase shall be effective following expiry of the Minimum Period) by giving not less than sixty (60) days’ notice in writing to the Customer, such notice to expire on the last day of the Minimum Period provided always that EdgeConnect reserves the right to increase the Charges in relation to each Service on each anniversary of the Ready for Service Date for that Service by a sum equal to any percentage increase in the published Retail Prices Index (or any replacement method of indexation). In the event that the Customer does not accept the said increase (other than the said increase by RPI), the Customer shall be entitled to terminate the Order Form for the relevant Service by giving not less than thirty (30) days’ notice in writing, such notice to expire on the last day of the Minimum Period. In the event that the Customer fails to provide such notice, the said increase in the Charges shall be deemed accepted by the Customer.  

8.6  Charges in relation to any particular Services may be amended at any time by EdgeConnect giving not less than two (2) months’ notice to the Customer if there is any material increase in the cost of the Services or other items that EdgeConnect must procure from third parties for the provision of the Services.  

9. Interest 

9.1 Each party shall pay interest on any sum due under this agreement, calculated as follows:  

(a)  Rate. 4% a year above the Bank of England’s base rate from time to time, but at 4% a year for any period when that base rate is below 0%.  

(b)  Period. From when the overdue sum became due, until it is paid.  

10. Termination 

10.1 Without affecting any other right or remedy available to it, either party may terminate this agreement with immediate effect by giving written notice to the other party if:  

(a)  the other party fails to pay any amount due under this agreement on the due date for payment and remains in default not less than 14 days after being notified in writing to make such payment;  

(b)  the other party commits a material breach of any other term of this agreement and (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so;  

(c)  the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company or limited liability partnership) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 as if the words “it is proved to the satisfaction of the court” did not appear in sections 123(1)(e) or 123(2) of the IA 1986;  

(d)  the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than (being a company) for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;  

(e)  the other party applies to court for, or obtains, a moratorium under Part A1 of the Insolvency Act 1986;  

(f)  a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the other party (being a company, limited liability partnership or partnership) other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;  

(g)  an application is made to court, or an order is made, for the appointment of an administrator, or a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other party (being a company, partnership or limited liability partnership);  

(h)  the holder of a qualifying floating charge over the assets of that other party (being a company or limited liability partnership) has become entitled to appoint or has appointed an administrative receiver;  

(i)  a person becomes entitled to appoint a receiver over all or any of the assets of the other party or a receiver is appointed over all or any of the assets of the other party;  

(j)  a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the other party’s assets and such attachment or process is not discharged within 14 days;  

(k)  any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 10.1(d) to clause 10.1(k) (inclusive);  

(l)  the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business; or  

11. Survival 

11.1  Any provision of this agreement that expressly or by implication is intended to come into or continue in force on or after termination or expiry of this agreement shall remain in full force and effect.  

11.2  Termination or expiry of this agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination or expiry.  

12. Suspension of service 

12.1  EdgeConnect may terminate or temporarily suspend the Service at the Customer’s expense if:  

1. (a)  EdgeConnect is entitled to terminate the agreement under any of the provisions of these terms and conditions;  

1. (b)  the Customer is in arrears with any payment due under the agreement for more than 7 days.  

12.2  EdgeConnect may also prevent any of the End-Users from continuing to use the Service if the End-User has used the Service:  

1. (a)  in a way that is likely to adversely interfere with EdgeConnect’s ability to provide the Service to the Customer or any third party;  

1. (b)  in violation of the EdgeConnect’s Terms of Use or applicable law.  

12.3  Where the Service is suspended under this paragraph, the Customer shall pay the charges for the Service until the agreement has been terminated by either party in accordance with clause 10 or clause 2.  

12.4  Should the Customer’s usage of the Services, or any component of the Services, be in excess of capacity specifications which are detailed in the Order Form, recommended by EdgeConnect and/or published by any vendor of the relevant components, then EdgeConnect will advise the Customer of any upgrades recommended by EdgeConnect, and EdgeConnect will not be liable for any degradation in Service caused by such usage. EdgeConnect reserves the right to suspend the provision of the Services, giving as much notice as is reasonably practicable in the circumstances, in the event that the said usage exceeds the relevant capacity specifications.  

12.5  If the Customer chooses not to upgrade as recommended by EdgeConnect in accordance with Clause 12.4, then EdgeConnect may notify the Customer in writing that all support in respect of such Services or component is thereafter provided on a reasonable efforts, discretionary and no liability basis, and following such notice any provision to the contrary of the Order Form shall be deemed to be suspended to that extent unless and until such time as EdgeConnect’s recommended upgrades are implemented.  

12.6  Where the Service performance continues to be impacted due to a capacity issue as referred to in Clause 12.4 and as a result the Service is considered by EdgeConnect to be unsustainable, then without prejudice to Clause 12.5 EdgeConnect may at its sole discretion terminate the Order Form in question upon giving no less than three (3) month’s written notice to the Customer.  

12.7  Suspension of the Services for any reason will not alter the period of service for the current chargeable invoice and all fees and sections of each Order Form will remain in effect.  

12.8  In the event that a suspension is implemented as a consequence of the breach, fault or omission of the Customer, the Customer shall reimburse EdgeConnect for all reasonable costs and expenses incurred in the implementation of such suspension and/or the recommencement of the provision of the Services as appropriate.  

12.9  EdgeConnect shall not be liable to the Customer for any fees incurred by the Customer for the use of other services, whether provided by EdgeConnect or any other person during any period of unavailability, occurring as a result of implementing a suspension pursuant to Clause 12.  

13. Intellectual property rights 

13.1 Where EdgeConnect provides to the Customer software which enables End-Users to use the Service, EdgeConnect grants to the Customer a non-exclusive, non-transferable licence to allow End-Users to use that software solely for that purpose. The Customer agrees that it shall not, and shall procure that no End-Users shall, without EdgeConnect’s prior written consent, copy, compile or modify the software, nor copy any manuals or documentation (except as permitted by law). The Customer shall sign, and procure that any End-User shall sign, any agreement reasonably required by EdgeConnect or the owner of the copyright in the software (where the software is licensed by EdgeConnect) to protect EdgeConnect’s or the owner’s interest in that software.  

13.2  The Customer shall indemnify EdgeConnect for any breach of clause 13 by the Customer or End-Users. If any End-Users cease to be employed by the Customer, the Customer shall accept liability for any breach of clause 13 by them.  

13.3  For the avoidance of doubt, the Intellectual Property Rights in any equipment provided to the Customer by EdgeConnect to facilitate the delivery of the Service (which shall include, but not be limited to any Outpost routers) shall at all times, remain the property of EdgeConnect and shall be returned to EdgeConnect on termination or expiry of the agreement.  

14. Intellectual property right indemnities 

14.1  EdgeConnect shall indemnify the Customer against any claims and proceedings arising from infringement of any intellectual property rights through EdgeConnect’s provision of the Service to the Customer. As a condition of this indemnity, the Customer shall:  

(a)  notify EdgeConnect promptly, in writing, of any allegation of infringement;  

(b)  make no admission relating to the infringement;  

(c)  allow EdgeConnect to conduct all negotiations and proceedings in respect of any such claims or settlement thereof and give EdgeConnect all reasonable assistance in doing so. EdgeConnect shall pay the Customer’s reasonable expenses for this assistance; and  

(d)  allow EdgeConnect to modify the Service or any item provided as a part of the Service to avoid the infringement, provided that the modification does not materially affect the performance of the Service.  

14.2  The indemnity in this paragraph does not apply to any infringement to the extent that it is caused by the use of the Service in conjunction with other equipment, software or services not supplied by EdgeConnect or to any infringement caused by design or specifications made by the Customer or on the Customer’s behalf. The Customer shall indemnify EdgeConnect against all claims, proceedings and expenses arising from such infringements.  

15. Limitation of liability 

15.1 The following provisions set out the entire financial liability of EdgeConnect (including any liability for the acts or omissions of its employees, agents and subcontractors) to the Customer in respect of:  

(a)  any breach of the agreement however arising;  

(b)  any use made by the Customer of the Service, or any part of it; and  

(c) any representation, statement or tortious act or omission (including negligence) arising under or in connection with the agreement.  

15.2  All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the agreement.  

15.3  Nothing in these conditions excludes the liability of EdgeConnect for:  

(a)  death or personal injury caused by EdgeConnect’s negligence; or  

(b)  fraud or fraudulent misrepresentation; or  

(c)  breach of the terms implied by section 12 of the Sale of Goods Act 1979; or  

(d)  breach of section 2 of the Consumer Protection Act 1987.  

15.4  Subject to clause 15.3:  

(a)  EdgeConnect shall not be liable for any errors or interruption in the installation process, whether within or outside its control;  

(b)  EdgeConnect shall not be liable under any circumstances to the Customer or any End- User whether in contract, tort (including negligence) or restitution, or for breach of statutory duty or misrepresentation, or otherwise, for any:  

(i)  loss of profits;  

(ii)  loss of business  

(iii)  depletion of goodwill or similar losses;  

(iv)  loss of anticipated savings;  

(v)  loss of goods;  

(vi)  loss of contract;  

(vii)  loss of use of Service;  

(viii)  loss or corruption of data or information; or  

(ix)  special, indirect, consequential or pure economic loss, costs, damages, charges or expenses, suffered by the Customer or End-User that arises under or in connection with this agreement;  

(c)  EdgeConnect’s total liability pursuant to this agreement and any Order Form entered into pursuant to them, including all related costs, fees and expenses and whether arising in contract, negligence or other tort or otherwise howsoever arising will not under any circumstances cumulatively exceed 100% of the charges paid or payable hereunder by the Customer to EdgeConnect in the last 12 months, and within any 12-month period shall not exceed 100% of the charges of the last 12 months. In the case of damage occurring within the first 12 months following the conclusion of the agreement, the charges due up to that date shall be projected for a 12-month period.  

15.5 EdgeConnect shall not be held responsible for any loss, damage or inconvenience the Customer or any End-User may suffer for emergencies or scheduled maintenance as detailed in the Service Level Agreement.  

16. Confidential information 

16.1  Each party undertakes that it shall not at any time during this agreement, and for a period of two years after termination or expiry of this agreement, disclose to any person any confidential information concerning the business, assets, affairs, customers, clients or suppliers of the other party or of any member of the group of companies to which the other party belongs, except as permitted by clause 16.2.  

16.2  Each party may disclose the other party’s confidential information:  

(a)  to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under or in connection with this agreement. Each party shall ensure that its employees, officers, representatives contractors, subcontractors or advisers to whom it discloses the other party’s confidential information comply with this clause 16; and  

(b)  as may be required by law, court order or any governmental or regulatory authority.  

16.3  No party shall use any other party’s confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with this agreement.  

17. Data protection 

17.1  Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 17 is in addition to, and does not relieve, remove or replace, a party’s obligations under the Data Protection Legislation.  

17.2  The parties acknowlEdgeConnect that for the purposes of the Data Protection Legislation, the Customer is the Controller and EdgeConnect is the Processor. Schedule 4 sets out the scope, nature and purpose of processing by the Provider, the duration of the processing and the types of Personal Data and categories of Data Subject.  

17.3  Without prejudice to the generality of clause 17.1, the Customer will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the Personal Data to EdgeConnect for the duration and purposes of this agreement.  

17.4  Without prejudice to the generality of clause 17.1, EdgeConnect shall, in relation to any Personal Data processed in connection with the performance by EdgeConnect of its obligations under this agreement:  

(a)  process that Personal Data only on the written instructions of the Customer unless EdgeConnect is required by Domestic Law to otherwise process that Personal Data. Where EdgeConnect is relying on Domestic Law as the basis for processing Personal Data, EdgeConnect shall promptly notify the Customer of this before performing the processing required by Domestic Law unless the Domestic Law prohibits EdgeConnect from so notifying the Customer;  

(b)  ensure that it has in place appropriate technical and organisational measures, reviewed and approved by the Customer, to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting Personal Data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to Personal Data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it);  

(c)  not transfer any Personal Data outside the UK unless the prior written consent of the Customer has been obtained and the following conditions are fulfilled:  

(i)  the Customer or EdgeConnect has provided appropriate safeguards in relation to the transfer;  

(ii)  the Data Subject has enforceable rights and effective legal remedies;  

(iii) EdgeConnect complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any Personal Data that is transferred; and  

(iv) EdgeConnect complies with reasonable instructions notified to it in advance by the Customer with respect to the processing of the Personal Data;  

(d) assist the Customer, at the Customer’s cost, in responding to any request from a Data Subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;  

(e)  notify the Customer without undue delay on becoming aware of a Personal Data breach;  

(f)  at the written direction of the Customer, delete or return Personal Data and copies thereof to the Customer on termination of the agreement unless required by Domestic Law to store the Personal Data; and  

(g)  maintain complete and accurate records and information to demonstrate its compliance with this clause 17 and allow for audits by the Customer or the Customer’s designated auditor.  

17.5  The Customer consents to EdgeConnect appointing the Partner Network platform provider as a third-party processor of Personal Data under this agreement and to such platform provider appointing wireless internet service providers who are part of the Partner Networks as additional sub-processors. EdgeConnect confirms that it has entered or (as the case may be) will enter with the third-party processor into a written agreement substantially on that third party’s standard terms of business. As between the Customer and EdgeConnect, EdgeConnect shall remain fully liable for all acts or omissions of any third-party processor appointed by it pursuant to this clause 17.  

17.6  Either party may, at any time on not less than 30 days’ notice, revise this clause 17 by replacing it with any applicable controller to processor standard clauses or similar terms forming party of an applicable certification scheme (which shall apply when replaced by attachment to this agreement).  

18. Notices 

18.1  Any notice given to a party under or in connection with this agreement shall be in writing and shall be:  

(a)  delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or  

(b)  sent by email to the following addresses (or an address substituted in writing by the party to be served):  

(i)  Party 1: [ADDRESS].  

1. ii)  Party 2: [ADDRESS].  

18.2  Any notice shall be deemed to have been received:  

(a)  if delivered by hand, at the time the notice is left at the proper address;  

(b)  if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting;or  

(c) if sent by email, at the time of transmission, or if this time falls outside Business Hours in the place of receipt, when Business Hours resume.  

18.3 This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.  

1. Variations  

EdgeConnect has the right to revise and amend these terms and conditions from time to time on giving the Customer at least 30 days’ notice in writing.  

1. Assignment and other dealings  

The Customer shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under this agreement without the prior written consent of EdgeConnect, such consent not to be unreasonably withheld or delayed, unless expressly set out in this agreement.  

1. Force majeure  

21.1  Force Majeure Event means any circumstance not within a party’s reasonable control  

including:  

(a)  acts of God, flood, drought, earthquake or other natural disaster;  

(b)  epidemic or pandemic;  

(c)  terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations;  

(d)  nuclear, chemical or biological contamination or sonic boom;  

(e)  any law or any action taken by a government or public authority, including imposing an export or import restriction, quota or prohibition[, or failing to grant a necessary licence or consent];  

(f)  collapse of buildings, fire, explosion or accident;  

(g)  any labour or trade dispute, strikes, industrial action or lockouts [(other than in each case by the party seeking to rely on this clause, or companies in the same group as that party); and  

(h)  interruption or failure of utility service.  

21.2  Provided it has complied with clause 21.4, if a party is prevented, hindered or delayed in or from performing any of its obligations under this agreement by a Force Majeure Event (Affected Party), the Affected Party shall not be in breach of this agreement or otherwise liable for any such failure or delay in the performance of such obligations. The time for performance of such obligations shall be extended accordingly.  

21.3  The corresponding obligations of the other party will be suspended, and its time for performance of such obligations extended, to the same extent as those of the Affected Party.  

21.4  The Affected Party shall:  

(a)  as soon as reasonably practicable after the start of the Force Majeure Event but no later than 7 days from its start, notify the other party of the Force Majeure Event, the date on which it started, its likely or potential duration, and the effect of the Force Majeure Event on its ability to perform any of its obligations under the agreement; and  

(b)  use all reasonable endeavours to mitigate the effect of the Force Majeure Event on the performance of its obligations.  

21.5  If the Force Majeure Event prevents, hinders or delays the Affected Party’s performance of its obligations for a continuous period of more than 6 weeks, the party not affected by the Force Majeure Event may terminate this agreement by giving 4 weeks’ written notice to the Affected Party.  

22. Waiver 

22.1  A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.  

22.2  A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.  

23. Severance 

23.1  If any provision or part-provision of this agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this agreement.  

23.2  If any provision or part-provision of this agreement is deemed deleted under clause 23.1, the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.  

24. No partnership or agency 

24.1  Nothing in these terms and conditions is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.  

24.2  Each party confirms it is acting on its own behalf and not for the benefit of any other person.  

25. Entire agreement 

25.1  This agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous and contemporaneous agreements, promises, assurances, and understandings between them, whether written or oral, relating to its subject matter.  

25.2  Each party acknowlEdgeConnects that in entering into this agreement it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement.  

25.3  Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.  

25.4  Nothing in this clause shall limit or exclude any liability for fraud.  

1. Conflict  

If there is an inconsistency between any of the provisions in the main body of this agreement and the Schedules, the provisions in the main body of this agreement shall prevail.  

1. Third party rights  

27.1 This agreement does not give rise to rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement.  

28. Governing law 

This agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.  

29. Jurisdiction

Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this agreement or its subject matter or formation.