Terms Of Business, Data Protection & Legals

Doing good business together

IAP UK LTD

Unit 6, Bowling Hill Business Park, Quarry Road, Chipping Sodbury, Bristol, BS37 6JL

Office: 0117 911 4390 | Email: enquiries@iapuk.biz

Directors: L Webb, M Hurley. Company Registered in England 5398581. VAT Reg No. 862 8307 10

Registered Address: 31 Hopps Road, Kingswood, Bristol, BS15 9QQ

 

 

IAP UK Ltd is proud to support:
Water Aid, Help For Heroes, Royal British Legion, Action Aid, Great Western Air Ambulance & Jessie May Children’s Hospice at Home

Data Protection & Privacy Policy

The purpose of this policy is to explain how IAP collects, protects, and uses personal data. IAP is committed to ensuring that any personal data supplied by its customers or is otherwise generated by its business activities is collected and processed fairly and lawfully.

What Types of Personal Data Does IAP Collect?

IAP needs certain personal data to enable it to provide its products and services to its customers and end users. The personal data collected will generally include: company name, company size and sector, individual contact names and job titles for delivery, installation, support and billing, postal address, telephone and fax numbers, e-mail addresses. IAP also has access to personal data that is generated over the Network utilised by IAP including IP and email addresses for incoming and outgoing data and network usage data.

In certain circumstances IAP may also collect financial information about IAP customers and end users from third parties to enable IAP to assess its risks in granting credit terms and contact information about organisations IAP considers may be interested in IAP products and services.

How Does IAP Obtain Personal Data?

IAP obtains personal data in a number of ways including from orders placed by customers and end users (whether by telephone, fax or email or by application form); from enquiries made by existing customers and potential customers, (including information gathered at marketing events and via the IAP website); from third party list brokers; from resellers who pass on personal data to IAP about end users; and directly from the Network utilised by IAP.

How Does IAP Use The Personal Data It Holds?

Providing and Improving the IAP Service
Most of IAP’s use of personal data is necessary to enable it to provide a service to its customers and its end users, including order processing, delivery, installation and support services as well as for invoicing and in order to answer general customer enquiries. In addition, IAP may also use personal data to improve on the level and type of service IAP offers to its customers. As part of this interest in improving the service provided IAP may process personal data for the purposes of sales analysis and customer usage statistics.

Direct Marketing
IAP may from time to time inform its customers, end users and potential customers about IAP and IAP affiliate products and services and other information IAP feels may be of interest. By submitting your phone number, you are indicating your consent to us using your data for research purposes and to receive tele-marketing from us. Customers and other recipients of information from IAP may indicate at the time they first place an order with IAP whether or not they wish to receive such information or at any later time by simply contacting IAP as indicated in section “Contact Details” below.

Does IAP Transfer Personal Data Overseas?
IAP does not normally transfer or process personal data outside of the EU. Most data is held in the UK. Some service providers are based in the USA. Data stored by these services will be stored in the UK or EU.

To Whom Does IAP Disclose Personal Data?
IAP will pass personal data within its internal departments in order to fulfil sales and support obligations as well as to finance departments to enable invoicing.

As a general rule, IAP does not disclose personal data to unaffiliated third parties except where customer consent has been obtained, where IAP is under an obligation by law to disclose personal data or where IAP has contracted with third parties to assist in providing services to IAP customers such as for delivery, installation and systems support services.

How Does IAP Protect The Personal Data It Holds?
IAP takes customer confidentiality and security very seriously. IAP has implemented appropriate internal security procedures that restrict access to and disclosure of personal data within IAP. These procedures will be reviewed from time to time to determine whether they are being complied with and are effective.

IAP will also actively investigate and cooperate with law enforcement agencies any allegations of abuse or violation of system or network security as set out in the applicable IAP Acceptable Use Policy.

Customers’ Rights
The law in certain jurisdictions (including countries within the European Economic Area) gives individuals whose personal data is held by IAP specific rights to access and rectify personal data held about them. These include the right to: obtain from IAP, confirmation that personal data is held, as well as a written description of such personal data, the purpose(s) for which it is being used, the source(s) of the personal data and details of any recipients; request the deletion or rectification of personal data which is inaccurate; and as explained above to object to any unsolicited information sent by IAP regarding promotions or new products and services.

Contact Details
If any individual wishes to contact IAP regarding the personal data held about them or has any other question about IAP’s data privacy procedures, they should direct an email to office@iapuk.biz or send a letter to the direction of “IAP Customer Services Department” at the IAP head office.

Policy Updates
As part of IAP’s commitment to compliance with data privacy requirements, and to reflect changes in IAP’s operating procedures, IAP may update the terms of this policy from time to time, and will post the revised policy at http://www.iapuk.biz/terms-of-business/

Terms & Conditions
In these Terms and Conditions “Seller” means IAP UK Ltd. and “Buyer” means the person, company or institution that buys or agrees to buy goods or services from the Seller. “Goods” means the goods specified in the Seller’s invoice.

Conditions
These Terms and Conditions shall apply to all contracts for the sale of Goods by the Seller to the Buyer to the exclusion of any terms and conditions specified by the Buyer.
No variation of these Conditions shall be effective unless agreed in writing by the Seller.
Nothing in these Conditions shall affect the statutory rights of any consumer.

Prices
All prices quoted in paper or electronic price lists are subject to confirmation at time of order and are exclusive of VAT, which will be chargeable in accordance with legislation current at the date of supply.
Payment is due in full on all credit account sales not more than 30 days from the date of invoice.
If any act or proceedings shall be commenced in which the Buyer’s solvency is concerned, all monies under any transaction covered by these Terms and Conditions shall become immediately due and payable.

Ownership
Title in all Goods supplied by the Seller shall vest in the Seller until the Seller has received full payment in respect thereof.
All software products are licensed (not sold) in accordance with the terms expressed in the documentation included with the Goods. Any licence granted is personal to the Buyer.

Warranty
The Seller warrants to the Buyer only that any Goods supplied by it function in accordance with any specification provided in documentation accompanying the Goods, provided always that the Goods have been used strictly in accordance with the Seller’s instructions.

Technical Support
The nature, availability and lifetime of any free technical support service offered by the Seller with respect to the Seller’s software products will be at the sole discretion of the Seller.

Liability
The extent of the Seller’s liability to the Buyer for any default or breach howsoever arising shall in no case exceed the invoice value of the goods and the Seller shall in no circumstances whatsoever be liable to the Buyer or to third parties in respect of any direct, indirect or consequential loss or damage.

No Waiver
The failure by the Seller at any time or for any period to enforce any one or more of these Terms and Conditions shall not be a waiver of them or a waiver of the right to enforce such Terms and Conditions on a future occasion.

Law
Each of the above conditions shall be read and construed independently of each other so that if one or more is held to be unlawful it shall not affect the validity or enforceability of the remainder of the conditions.
These Terms and Conditions shall be construed in accordance with English Law.

Late Payment Legislation
Under the late payment legislation Act 7 th August 2002 we are entitled to charge a Compensation Recovery Charge of between £40 for the first £100, £70 for the first £1000 and £100 on any sum thereafter.
Interest will be charged on late payments @ 8% of the debt and calculated as follows: Example: Debt: £100 x 8% / 365 days (x the number of days outstanding i.e. 30 days) = £0.02 pence per day.

Legal Notice
By accessing IAP UK Ltd. World Wide Web pages you agree to the following terms. If you do not agree to the following terms, please notice that you are not allowed to use the site.
The contents of IAP World Wide Web pages are Copyright © IAP UK Ltd 2018. Any rights not expressly granted herein are reserved. Reproduction, transfer, distribution or storage of part or all of the contents in any form without the prior written permission of IAP is prohibited except in accordance with the following terms. IAP consents to you browsing IAP World Wide Web pages on your computer or printing copies of extracts from these pages for your personal use only and not for redistribution unless consented to in writing by IAP. Individual documents in our World Wide Web pages may be subject to additional terms indicated in those documents.
The use of this site and the content therein, is permitted to private, non-commercial use. The use of press releases and other documents classified as public is permitted in public communications if the source for the information has been stated.
This site and the contents herein are provided as a convenience to you. The contents of IAP World Wide Web pages are provided on “as is” and “as available” basis. IAP does not warrant that its Web pages will be uninterrupted or error-free. IAP reserves the right to revise the pages or withdraw access to them at any time. NO WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE OR NON-INFRINGEMENT OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, IS MADE IN RELATION TO THE AVAILABILITY, ACCURACY, RELIABILITY OR CONTENT OF THESE PAGES. IAP SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, LOST PROFITS OR FOR BUSINESS INTERRUPTION ARISING OUT OF THE USE OF OR INABILITY TO USE THIS SERVICE, EVEN IF IAP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW EXCLUSION OF CERTAIN WARRANTIES OR LIMITATIONS OF LIABILITY, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. THE LIABILITY OF IAP WOULD IN SUCH CASE BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
For your easy accessibility IAP may include links to sites on the Internet that are owned or operated by third parties. By linking to such third-party site, you shall review and agree to that site’s rules of use before using such site. You also agree that IAP has no control over the content of that site and cannot assume any responsibility for material created or published by such third-party sites. In addition, a link to a non-IAP site does not imply that IAP endorses the site or the products or services referenced in such third party site.
By submitting material to any of our servers, for example, by e-mail or via the IAP World Wide Web pages, you agree that: (a) the material will not contain any item that is unlawful or otherwise unfit for publication; (b) you will use reasonable efforts to scan and remove any viruses or other contaminating or destructive features before submitting any material; and (c) you own the material or have the unlimited right to provide it to us and IAP may publish the material free of charge and/or incorporate it or any concepts described in it in our products without accountability or liability (d) you agree not to take action against us in relation to material that you submit and you agree to indemnify us if any third party takes action against us in relation to the material you submit.
IAP does not and cannot review the content posted by users to its site and is not responsible for such content. IAP may at any time at its discretion remove any content posted by users.
IAP is a registered trademark of IAP UK Ltd. Other product and company names mentioned herein may be trademarks or trade names of their respective owners. Your access to this site should not be construed as granting, by implication, estoppel or otherwise, any license or right to use any marks appearing on the site without the prior written consent of IAP or the third party owner thereof.

Acceptable Use Policy
This Acceptable Use Policy (“AUP”) specifies the actions prohibited by IAP UK Limited (“IAP”) to a User of the network utilised by IAP Services and must be read in conjunction with our Terms and Conditions.
(“User”) may be defined as “a Customer or anyone who uses IAP Services or accesses the network utilised by IAP Services or Internet service”.
The primary purpose of this AUP is prevent the illegal use of IAP Services as defined in UK law or the inappropriate use or misuse of the Services on the basis of IAP’s own judgement and discretion.
IAP believes in a safe Internet. IAP works closely with organisations and regulatory bodies such as OFCOM, the Internet Service Providers Association (ISPA), the British Phonographic Industry Limited (BPI) and the Internet Watch Foundation (IWF) as well as the Police and Home Office to prevent illegal and inappropriate use of the Internet.
This AUP further defines the rights that IAP has to ensure consistent and acceptable use of IAP Services and the Network by all Users, as well as safeguard and protect its own commercial interests.
IAP reserves the right to modify this Policy at any time. Changes made to the Policy become effective upon posting of the modified Policy to this URL. It is the User’s responsibility to ensure their awareness of any such changes.
IAP reserves the right to suspend or terminate the User’s Service immediately and without notice, if the User is in breach of any aspect of our AUP.

Illegal Use
The Network utilised by IAP Services may be used only for lawful purposes. Transmission, distribution or storage of any material in violation of any applicable law or regulation is prohibited. This includes, without limitation, material protected by copyright, trademark, trade secret or intellectual property rights used without proper authorisation, and material that is obscene, defamatory, constitutes an illegal threat, or violates export control laws.

The Network
The User acknowledges that IAP is unable to exercise control over the content of the information passing over the network utilised by IAP Services. Therefore, IAP is not responsible for the content of any message whether or not the posting was made by an IAP Customer.
The network utilised by IAP Services may be used to link into other networks worldwide and the user agrees to conform to the acceptable use policies of these networks.
In addition the User undertakes to conform to the Internet protocols and standards.
The User may not circumvent User authentication or security of any host, network, or account (referred to as “cracking” or “hacking”), nor interfere with the Service to any User, host, or network (referred to as “denial of service attacks”).
Without prejudice to the foregoing, any application that overloads the network utilised by IAP Services by whatever means will be considered as making profligate use of the network utilised by IAP Services and will as such NOT be permitted. Use of IP multicast other than by means provided and co-ordinated by IAP is likewise prohibited.
The User acknowledges that the availability of their IAP Service is also dependent upon reasonable usage of the network. The User further acknowledges that IAP reserves the right to manage the Traffic of those Customers whose usage IAP considers to be either not consistent with or appropriate for the Service to which they subscribe or detrimental to the other Users who share the network.
The User acknowledges that IAP has the right to introduce a Fair Use Policy for its Services if IAP feels such a policy is necessary to ensure the provision of service for all Users. Details of any applicable Fair Use Policy will be posted on the IAP website
Users sending or receiving malicious or illegal Traffic will be suspended or disconnected upon detection by IAP. IAP understands that in some cases the User may not be aware of or responsible for the origination of such Traffic, in which case IAP will work with the User to resolve the issue and restore normal service as efficiently as possible.
Users who violate systems or network security may incur criminal or civil liability. IAP will co-operate fully with investigations of suspected criminal violations, violation of systems or network security under the leadership of law enforcement or relevant authorities.

System And Network Security
Violations of system or network security are prohibited, and may result in criminal and civil liability. IAP will investigate incidents involving such violations and will involve and will co-operate with law enforcement if a criminal violation is suspected. Examples of system or network security violations include, without limitation, the following:
Unauthorised access to or use of data, systems or networks, including any attempt to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without the express authorisation of the owner of the system or network;
Unauthorised monitoring of data or Traffic on any network or system without the express authorisation of the owner of the system or network;
Interference with service to any User, host or network including, without limitation, mailbombing, flooding, deliberate attempts to overload a system and broadcast attacks;
Forging of any TCP-IP packet header or any part of the header information in an email or a newsgroup posting.
If approached with complaints relating to any system or network violations, IAP will co-operate and assist the Police and law enforcing bodies with their investigations in order to bring such mis-use and violations to an end.

Email
It is explicitly prohibited to send unsolicited bulk e-mail messages (“junk mail” or “spam”) of any kind (commercial advertising, political tracts, announcements) etc.
It is also explicitly prohibited to allow others to send unsolicited bulk e-mail messages or viruses either directly or by relaying through the User’s systems. For the avoidance of doubt, Users must ensure that their systems cannot be relayed through. Users may not forward or propagate chain letters nor malicious e-mail.
A User may not solicit e-mail for any other address other than that of the User, except with full consent of the owner of the referred address.

Service Specific Terms & Conditions
Telephony – Fixed Line, Mobile & SIP (Last updated 01/08/2012)

  1. Definitions

In this agreement:

“Act” means the Telecommunications Act 2003 and any amendments to the Act from time to time or any subsequent substitution thereof.

”Airtime Service Provider” means a third party supplying airtime services to the Customer.

”Mobile Services” means the provision of services in relation to mobile telephony

“Services” means the provision of telecom services and/or Equipment and/or Mobile Services.

“IAP” means IAP(UK) Ltd whose registered office is at 33 Hopps Road, Kingswood, Bristol, BS15 9QQ (registered number 05398581)

“Customer” means the individual or company who has contracted IAP to provide Services.

“Direct Debit” means any request(s) for any payment or series of payments by bank direct debit payment method.

“Equipment” means any equipment or product (including for the avoidance of doubt mobile telephones) supplied by IAP or any third party on behalf of IAP to the Customer.

“Minimum Term” means the period of 12 months from the Commencement Date or such other period as is prescribed for the relevant service or as is otherwise detailed on the order form.

  1. The Services and Equipment

2.1 Save as provided in these terms and conditions IAP shall provide the Customer with such Services and Equipment as are requested by the Customer and any use of the Services or payment for the Services is deemed acceptance of these terms and conditions. IAP shall only become liable to supply Services to the Customer once satisfactory responses to credit checks and criminal bureau checks have been received by IAP and (where appropriate) any airtime service provider.

2.2 The Customer shall be responsible for the safe keeping and safe and proper use of the Services and any related Equipment after installation of the Services and the Customer undertakes in particular:

2.2.1 not to cause any attachments other than those approved for connection under the Act to be connected to any Equipment.

2.2.2 not to contravene the Act or any other relevant regulations or licences.

2.3 The Customer hereby agrees that its apparatus shall at all times conform to the standard or standards (if any) for the time being designated under the Act and IAP shall not be under any obligation to connect or keep connected any Customer apparatus if it does not comply or if in the reasonable opinion of IAP it is likely to cause death, personal injury, damage or to impair the quality of any Services provided by IAP.

2.4 The Customer undertakes to use the Services in accordance with the Act and IAP’s acceptable use policy and fair usage policy (as published from time to time at www.iapuk.biz) and the Customer further undertakes not to use the Services and to procure that none of its employees use the Services:

2.4.1 as a means of communication for a purpose other than that for which the Services are provided, and

2.4.2 for the transmission or receipt of any material which is defamatory offensive or of an abusive or menacing character or otherwise is in breach of IAP’s acceptable use policy.

2.5 Any Equipment supplied by IAP remains the property of IAP and must be made available for collection on the expiry or termination of this agreement.

2.6 The Customer will not procure or be party to an agreement or arrangement to provide or receive telecommunications material, Services or services similar to the Services by way of telecommunication provision via the Equipment without the permission of IAP in writing and the prior payment in full for the Equipment. For the avoidance of doubt the use and/or provision of services using the Equipment and/or Services which may be deemed by the airtime services provider as a gateway is a material breach of this agreement.

2.7 The Customer shall not publicise any number in any way or commit to any advertising or publicity until such time as it has received from IAP in writing confirmation that the number is ready for service. Where IAP is supplying network services as part of the Services the Customer must provide to IAP details of all the related services that it wishes to receive relating to any telephone number that the Customer wishes to use. IAP will provide network Services through such party as it deems appropriate.

2.8 The Customer shall give IAP at least 30 days written notice in the event that above average use of the Services is likely to occur. IAP shall not be liable for failure/withdrawal of any part of the Services should such notice not be given.

2.9 IAP’s acceptable use policy and fair usage policy form part of this agreement and includes any restrictions imposed on IAP by the provider to it of the Services and/or Equipment and is designed to protect the level and quality of the services that IAP offers to all of its customers and permits IAP to regulate the Customer’s use of the Services.

2.10 The Customer hereby specifically authorises IAP to send/resend CPS during the continuance of this agreement, and hereby waives IAP’s obligation to notify it of the same being done. If the Customer wishes to receive such notification then it must so inform IAP in writing.

2.11 Where IAP provides software to the Customer as part of the Services and/or Equipment IAP hereby licences the software to the Customer solely for the use of the same by the Customer in connection with the Services and/or Equipment. This licence automatically terminates on termination of this agreement. IAP does not warrant that the software will be error–free and the Customer hereby agrees to make proper back-ups of all data.

  1. Term

3.1 This agreement shall commence on the date hereof and subject to the remaining terms of this Clause 3 shall continue for the Minimum Term and thereafter for further periods each equivalent to the Minimum Term until terminated by either party giving to the other not less than 30 days prior written notice (or such longer period of notice as is set out on the Customer’s contract) expiring at the end of the Minimum Term or at the end of any subsequent period as appropriate, such notice to be sent by recorded delivery mail effective on the date the notice is received by IAP.

3.2 Either party shall be entitled forthwith to terminate this agreement by giving written notice to the other if:

3.2.1 the other commits a continuing or material breach of this agreement and, if the breach is capable of remedy, fails to remedy it within 14 days after receipt of a written notice giving full particulars of the breach and requiring it to be remedied; or

3.2.2 an administrator takes possession or a receiver is appointed over any of the property or assets of the other party, the other party makes any voluntary arrangement with its creditors or becomes subject to an administration order, the other party becomes bankrupt or goes into liquidation (except for the purposes of an amalgamation, reconstruction or other reorganisation and so that the company resulting from the reorganisation effectively agrees to be bound by or to assume the obligations imposed on the other party under this agreement); or

3.2.3 the other party ceases, or threatens to cease, to carry on business.

3.3 IAP may terminate this agreement immediately if:

3.3.1 any licence or agreement under which IAP or the Customer has the right to run its telecommunications system and in the case of the Customer connect it to the IAP system is revoked, amended or otherwise ceases to be valid; or

3.3.2 the Customer is suspected, in the reasonable opinion of IAP, of involvement with fraud or attempted fraud in connection with use of the Services or this Agreement; or

3.3.3 IAP reasonably suspects that the Customer is unable to pay or is refusing to pay IAP charges and/or budget plan payments.

3.4 For the purpose of clause 3.2, a breach shall be considered capable of remedy if the party in breach can comply with the provision in question in all respects other than as to the time of performance (provided that time of performance is not of the essence).

3.5 A waiver by either party of a breach of a provision of this agreement shall not be considered as a waiver of a subsequent breach of the same or another provision.

3.6 If the Customer gives less than the specified amount of written notice to terminate this agreement (as per Clause 3.1) or ceases to use the Services or a part thereof (including reduced usage) or attempts to terminate this Agreement prior to the expiry of the Minimum Term or any subsequent period equivalent to the Minimum Term or fails to achieve any minimum call spend as set out in the order form, IAP reserves the right to invoice the Customer for the loss it suffers, which includes loss of revenue for the short notice given for the balance of the Minimum Term based upon an average of 6 calendar months bills of the Customer in which periods the Customer has made full use of the Services (or such lesser period as is available). Upon termination IAP shall be entitled to raise invoices for all sums due and all invoices (whenever raised) shall become due for payment immediately.

3.7 In the event of termination by either party for any reason:

3.7.1 IAP shall be entitled to recover from the Customer the Equipment or cost thereof as appropriate, including where appropriate, but not limited to the cost of installing or removing the Equipment, all liabilities, claims, costs , losses and expenses incurred by IAP including the initial CPS and engineering costs and of providing the Services and all losses suffered by IAP by way of third party claw-back where such claw-back is due to the breach by the Customer of this agreement or the third party agreement;

3.7.2 and until such time as the Customer has transferred to a new provider, IAP shall be entitled to amend its charges to its standard published usage charges.

3.8 The rights to terminate this agreement given by this clause shall not prejudice any other right or remedy of either party in respect of the breach concerned (if any) or any other breach. Continued use of the Services post termination will result in IAP levying its standard published usage charges for all Services used, which charges the Customer shall pay immediately upon demand.

  1. Access to premises

4.1 To enable IAP to comply with its obligations under the Agreement:

4.1.1 the Customer shall allow or procure permission for IAP and any other person(s) authorised by IAP to have reasonable access to the Customer’s premises and the Services’ connection points or, where network connection services form part of the Services, such location on the Customer’s premises and/or any neighbouring premises as IAP reasonably requires and shall at all times provide such reasonable assistance as IAP requests.

4.1.2 IAP will endeavour to carry out work by appointment and during normal working hours, but may request the Customer to provide access at other times. If at the request of the Customer IAP carries out work outside its normal working hours the Customer will be responsible for IAP’s reasonable additional charges.

4.1.3 the Customer shall carry out such site preparations as IAP may reasonably require.

4.2 If the Customer requests maintenance or repair work which is found to be unnecessary or results from an act or omission of the Customer, IAP will charge for the work and the costs incurred.

4.3 The Customer hereby duly authorises IAP, its dealers and agents to reprogram and or remove existing access equipment in order to provide the Services. In the event that the work is undertaken by the Customer’s existing telephone system maintainer and not IAP, IAP will pay a maximum contribution of £75 plus VAT towards any charges raised by the Customer’s existing telephone system maintainer. The Customer is to pay all other costs.

  1. Charges and Payment

5.1 Unless otherwise specified in writing by IAP the Customer agrees to pay IAP’s charges and/or budget plan payments monthly by Direct Debit, the first payment to be made at the discretion of IAP within thirty days of the start of the provision of the Services. Where network connection and/or line rental services form part of the Services the charges shall be paid in advance.

5.2 Usage charges will be such charges for the use of the Services by the Customer as IAP may notify to the Customer from time to time by e-mail or by post. Details of the Customer’s current charges can be obtained by emailing IAP at help@iapuk.biz with full account details. There may be a minimum monthly usage charge and low usage charge for each Service as set out in IAP’s price list from time to time. Usage charges payable shall be calculated by reference to any data recorded or logged by IAP or its service carrier and not by reference to any data recorded or logged by the Customer. IAP shall be entitled to estimate the usage charges in circumstances where the relevant data is not available to IAP in a timely manner, and any estimated usage charge shall be reconciled on a subsequent invoice.

5.2.1 Unless otherwise stated all other amounts due from the Customer to IAP shall be paid within 30 days of the date of IAP’s invoice.

5.3 The price for the Services is exclusive of any applicable value added tax, which the Customer shall be additionally liable to pay to IAP.

5.4 The Customer agrees to pay IAP in full without any set-off all sums due to IAP under this Agreement.

5.5 IAP shall be entitled to require the Customer to pay a deposit in respect of future usage charges and the Customer shall pay the amount so required within 14 days of a request for the same.

5.6 The Customer authorises IAP to vary the amount, frequency and time of any Direct Debit to such level as IAP deem reasonably appropriate (a) to take account of either an increase or decrease in usage of the Services by the Customer (b) to reduce such indebtedness of the Customer to IAP and/or (c) to such other operational matter affecting the Services as IAP shall in its discretion deem reasonable.

5.7 If any Direct Debit is cancelled or returned unpaid by the Customer’s bank or if the Customer fails to discharge any invoice within 30 days of its due date, then, without limiting any other right or remedy available to IAP (such failure to pay being a material breach of this agreement), and without prejudice to any right or remedies under this Agreement, IAP shall from the time of such failure provide the Services at the standard published usage charges and in addition charge the Customer an administration fee of £7.50 and interest (both before and after any judgment) on the amount unpaid, at the rate of 8 per cent per anum above Royal Bank of Scotland PLC’s base rate from time to time, until payment in full is made (a part of a month being treated as a full month for the purpose of calculating interest). For the avoidance of doubt the time of payment is the essence of this Agreement and a failure to pay on time or the cancellation of a Direct Debit shall be a material breach of contract allowing IAP to terminate this Agreement immediately.

5.8 Should the Customer have any dispute with regard to the usage charges or any other charges, the Customer shall give written notice to IAP of the amount in dispute and the reason for the dispute. Such notice must be received prior to the Customer not paying any amount due to IAP, failing which the Customer shall be deemed to be in breach of contract and clause 3.3.3 shall apply together with clause 5.8 in respect of the entire balance. The Customer shall remain liable to pay all amounts not in dispute in accordance with the terms of this agreement.

  1. Suspension of the Services

6.1 IAP shall be entitled, for business, operational or technical reasons or in order to comply with any numbering scheme or other obligation imposed on IAP by its licence or by any other competent authority (including any network provider), to withdraw or change any telephone number or code or group of numbers or codes allocated to the Customer whether on a temporary or permanent basis provided that IAP gives the Customer the maximum period of notice in writing thereof practicable in the circumstances.

6.2 If the Customer is in breach of a material term of this agreement IAP may at its sole discretion and upon giving the Customer written notice elect to suspend without compensation the provision of Services for a period not exceeding 14 days. If the breach is capable of remedy and is remedied by the Customer within the 14-day period then IAP shall recommence the provision of Services. If the breach is not capable of remedy or if so capable is not remedied within the period of 14 days, then IAP shall have the option of either terminating this Agreement under the provision of clause 6.1 or of continuing the Services.

6.3 If the Customer’s call charges exceed the estimated call spend or the credit limit given to the Customer by IAP, whichever is the lower, then IAP reserves the right to request immediate payment of the excess amount and to demand in accordance with clause 5.6 a deposit be paid in such amount as IAP shall deem to be reasonable. If payment is not made forthwith by the Customer, IAP shall be entitled to suspend all or any of the Services until payment of the excess amount is made in full.

6.4 Notwithstanding and without prejudice to any of its rights under this Agreement, IAP reserves the right to withdraw the Services or any part thereof at any time if the monthly charges to the Customer are not, in the opinion of IAP, sufficient to make provision of the Services viable for IAP.

  1. Liability

7.1 Nothing in this agreement shall exclude or restrict the liability of either party for death or personal injury resulting from its negligence.

7.2 If the Services fails to operate or the Customer diverts traffic to another carrier, IAP will not be responsible for that carrier’s charges.

7.3 Neither party shall be responsible to the other in contract, tort or otherwise for any loss of business, loss of data, contracts, anticipated savings or profits or for any other indirect or consequential loss whatsoever save that this exclusion shall not apply to the fraudulent activities of either party nor to any claw-back or other loss suffered by IAP pursuant to the determination by an airtime services provider that the Customer has used and/or provided services using the Equipment and/or Services which is deemed a gateway.

7.4 Each party’s liability in tort, contract or otherwise arising out of or in connection with the performance of either party’s obligations under this Agreement shall be limited to £1,000,000 for any one incident or series of incidents and £2,000,000 in aggregate.

7.5 Neither party shall be liable to the other for any damage or loss which may be incurred by the other party due to any cause beyond the first party’s reasonable control including without limitation any act of God failure or shortage of power supplies, trade dispute, any act or omission of Government, highways, regulatory bodies, other public telecommunication operators or other competent authority, or supply of services by third parties.

  1. Mobile Services

8.1 In respect of Mobile Services and unless IAP advise otherwise the Customer shall enter into an agreement direct with the Airtime Services Provider and is responsible for all aspects (including the management) of that airtime service agreement. IAP shall assist the Customer wherever possible in the management of the airtime service agreement.

8.2 If IAP agrees to reimburse to the Customer charges for specified mobile numbers in respect of the Customer’s transferring Airtime Service Provider in respect of such mobile numbers reimbursement must unless otherwise agreed in writing (i) be claimed by the Customer not earlier than four months from the date of transfer and (ii) be only claimed in respect of such mobile numbers as remain live and have not had a notice of termination of contract served at the date of the claim.

8.3 IAP will be paid commission (initially and on an ongoing basis) by the Airtime Service Provider for introducing the Customer and other customers to it. Such commission may be clawed back in certain circumstances due to the act or omission of the Customer, including if the airtime service agreement is terminated or in respect of gateway or unauthorised use by the Customer. The Customer shall indemnify IAP against any such claw-back and immediately on demand pay to IAP an amount equivalent to that clawed-back.

8.4 Where it is agreed that IAP shall pay to the Customer a cash incentive inducement or subsidy for entering into an airtime services agreement, any such amounts must be invoiced by the Customer in three equal amounts such invoices to be dated and delivered at the end of months 6, 12 and 18 of the airtime services agreement. Payment shall only be due to the Customer where the airtime services agreement has not been terminated before the end of the minimum term of the airtime service agreement. The Customer shall produce to IAP such evidence as IAP may reasonably require as to the continuation in force of the airtime service agreement.

8.5 Any cash incentives or subsidies due under this clause 8 that have not been claimed by the Customer within 14 days from the end of the minimum term of the airtime service agreement become null and void.

8.6 Any Equipment supplied in connection with Mobile Services shall be supplied subject to these terms and conditions. IAP shall endeavour to supply the Equipment as soon as practicable and reserves the right to alter specifications or designs at any time to meet such delivery target.

8.7 All such Equipment will be supplied with the manufacturer’s guarantee, unless otherwise agreed in writing. The Customer hereby acknowledges that the manufacturer’s guarantee is only valid if the Customer complies with the terms and conditions of manufacturer’s guarantee.

8.8 The Customer shall be liable for the full costs of any repairs carried out to the Equipment which are not covered by the manufacturer’s guarantee.

  1. General

9.1 IAP reserves the right to change the provider of the Services to it at any time; further IAP reserves the right to change these terms and conditions at its sole discretion by giving the Customer not less than 14 days notice (usually on the front page of the monthly bill and/or on its website at www.iapuk.biz), and continued use of the Services thereafter will be deemed acceptance of such changes.

9.2 A notice required or permitted to be given by either party to the other under this agreement shall be in writing addressed to that other party at its principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice and, save in respect of a notice pursuant to clause 3.1, shall be deemed served on the second after the same has been posted.

9.3 If any provision of this agreement is held by a court or other competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of this agreement and the remainder of the provision in question shall not be affected

9.4 The Customer shall not assign sub-license, delegate or otherwise deal with all or any of its rights and obligations under this agreement without IAP’s prior written consent, such consent not to be unreasonably withheld. Nothing in this agreement shall be deemed to grant to the Customer a licence to use any software or other intellectual property right (which shall include the IAP trade marks) other than strictly in accordance with the terms of this agreement. For the avoidance of doubt, the Customer shall not be entitled to sub-license any such software or other intellectual property right.

9.5 These terms and conditions together with any terms set out in the order constitute the entire agreement between the parties, supersede any previous agreement or understanding and, subject to clause 9.1 and 5.2, may not be varied except in writing and signed by IAP or varied orally and then confirmed in writing by IAP. All other terms, express or implied by statute or otherwise, are excluded to the fullest extent permitted by law. In entering into this agreement the Customer acknowledges that it does not rely on any representations which are not confirmed in the terms of this agreement, but nothing in this agreement affects the liability of either party for fraudulent misrepresentation.

9.6 The parties agree that the Contracts (Rights of Third Parties) Act 1999 shall not apply to this agreement.

9.7 The laws of England shall govern this agreement, and the Customer agrees to submit to the exclusive jurisdiction of the English Court.