Terms and conditions  

IF THESE TERMS AND CONDITIONS ARE TOO SMALL FOR YOU TO READ COMFORTABLY PLEASE CALL CUSTOMER SERVICE ON 01506 530 393 AND WE WILL SEND YOU A LARGER PRINT VERSION.  OUR CURRENT TERMS AND CONDITIONS AND FULL DETAILS OF ALL PRODUCTS AND SERVICES ARE ALWAYS AVAILABLE ON THE WARDMAN UK WEBSITE www.wardmanuk.com AND ARE DEEMED 

INCORPORATED HEREIN. THE SERVICES MAY BE PROVIDED TO YOU ON A FREE OR TRIAL BASIS AT THE SOLE DISCRETION OF WARDMAN UK . 

1. Definitions In this agreement: “Act” means the Communications 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. 

“Wardman UK” means Wardman UK Limited also trading as Wardman UK whose registered office is at 145-147 St John Street, London, EC1V 4PY(registered number 06826477) 

“Customer” means the person so named on the agreement.  Wardman UK reserves the right to deal with anyone reasonably appearing to Wardman UK to be acting with the Customer’s authority or permission.  

“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 Wardman UK or any third party on behalf of Wardman UK 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 overleaf. 

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

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

Mobile Services and/or fraud monitor and services provided by us relating to the Internet and any related service provided by Wardman UK  to the Customer under this agreement. 

2. The Services and Equipment  

2.1 Save as provided in these terms and conditions Wardman UK 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.  In respect of fraud monitor and other services the additional terms and conditions set out on our website shall be deemed to be incorporated herein. Wardman UK shall only become liable to supply Services to the Customer once satisfactory responses to credit checks and criminal bureau checks  have been received by Wardman UK and (where appropriate) any airtime service provider. Wardman UK will monitor and record information relating to a customer’s trade performance and such records will be made available to credit reference agencies, who may share that information with other businesses in assessing applications for credit and fraud prevention. 

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 Wardman UK 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 Wardman UK 

it is likely to cause death, personal injury, damage or to impair the quality of any Services provided by Wardman UK.  

2.4 The Customer undertakes to use the Services in accordance with the Act and Wardman UK’s acceptable use policy and fair usage policy (as published from time to time at www.wardmanuk.com) 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 Wardman UK’s acceptable use policy.  

2.5 Any Equipment supplied by Wardman UK further to a rental agreement remains the property of Wardman UK 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 communications material, Services or services similar to the Services by way of communication provision via the Equipment without the permission of Wardman UK 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 Wardman UK in writing confirmation that the number is live and tested. Wardman UK will use reasonable endeavours to provide you with the Services by the dates agreed with you and to continue to provide the services until this agreement is terminated. Wardman UK will not be liable for any loss or damage should the Service not commence or restart on the agreed date. Where Wardman UK is supplying network services as part of the Services the Customer must provide to Wardman UK details of all the related services that it wishes to receive relating to any telephone number that the Customer wishes to use. Wardman UK will provide network Services through such party as it deems appropriate.  

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

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

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

2.11 Where Wardman UK provides software to the Customer as part of the Services and/or Equipment Wardman UK 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. Wardman UK does not warrant that the software will be error–free and the Customer hereby agrees to make proper back-ups of all data.  

2.12 Where Wardman UK incur provisioning, engineering or other fees associated with meeting the customer’s requirements and/or subsequently the line does not become operational for any reason then Wardman UK have the right to charge the customer fees of up to £95 per line. 

2.13 Where the Customer is a consumer within the definition of the Ofcom regulations the Customer has the right to cancel the agreement within 8 working days of the date of the contract. Cancellation can be made by notifying Wardman UK by fax, email or telephone.  Any services used within this period will be chargeable.  

Cancellation charges may apply if the service is terminated outside of prescribed timescale.   

2.14 Where the Customer is a consumer within the definition of the Ofcom regulations the Customer has the right to take unresolved complaints to an approved Alternative Dispute Resolution agency eight weeks after the complaint was made. CISAS is an independent approved Alternative Dispute Resolution agency which provides this service free of charge. 

3. 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  but not greater than 60 days prior written notice 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 Wardman UK. 

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 Wardman UK may terminate this agreement immediately if:  

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

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

3.3.3 Wardman UK reasonably suspects that the Customer is unable to pay or is refusing to pay Wardman UK 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 

overleaf, Wardman UK 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 Wardman UK 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: 

(a) Wardman UK shall be entitled to recover from the Customer: 

(i)The Equipment or cost thereof as appropriate including, where appropriate, but not limited to the cost of installing or removing the Equipment; 

(ii) All liabilities, claims, costs, losses and expenses incurred by Wardman UK (including the initial CPS and engineering costs and of providing the Services); and  

(iii)  All losses suffered by Wardman UK 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.   

3.7.1 Until such time as the Customer has transferred to a new provider, Wardman UK shall be entitled to amend its charges to its the standard published usage charges.  

3.7.2 Leased lines and certain other services may incur additional charges as a result of third party termination costs incurred by Wardman UK. Please enquire for details of applicable 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 Wardman UK levying its standard published usage charges for all Services used, which charges the Customer shall pay immediately upon demand.  

3.9 Where the Customer cancels part only of a bundle of Services, Wardman UK reserves the right (in addition to its rights under clause 3.7) to charge the Customer for the Services so cancelled in accordance with Clause 3.6 and to amend charges to the Customer for the remaining Services to its standard rates.   

4. Access to premises  

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

4.1.1 the Customer shall allow or procure permission for Wardman UK and any other person(s) authorised by Wardman UK 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 Wardman UK reasonably requires and shall at all times provide such reasonable assistance as Wardman UK requests.  

4.1.2 Wardman UK 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 Wardman UK carries out work outside its normal working hours the Customer will be responsible for Wardman UK’s reasonable additional charges.  

4.1.3 the Customer shall carry out such site preparations as Wardman UK 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, Wardman UK will charge for the work and the costs incurred.  

4.3 The Customer hereby duly authorises Wardman UK, 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 Wardman UK, Wardman UK will pay a maximum contribution of £75 plus vat towards any charges raised by the Customer’s existing telephone system maintainer. The Customer to pay all other costs. 

4.4 Where BT Openreach charges Wardman UK for repairs (and/or engineering call out), and the fault is due to damage to the Customer’s equipment, Wardman UK reserves the right to invoice the Customer for the amount of such BT Openreach charge together with an administration charge of £25.   

5. Charges and Payment  

5.1 Following the expiration of a trial period that may be provided to you at the sole discretion of Wardman UK  and unless otherwise specified in writing by Wardman UK the Customer agrees to pay Wardman UK’s charges and/or budget plan payments monthly by Direct Debit, the first payment to be made at the discretion of Wardman UK within thirty days of the start of the provision of the Services and in accordance with the applicable tariffs. 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 Wardman UK 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 Wardman UK at help@Wardman UK.com with full account details. There will be a minimum monthly usage charge and low usage charge for each Service as set out in Wardman UK’s price list from time to time. Usage charges payable shall be calculated by reference to any data recorded or logged by Wardman UK or its service carrier and not by reference to any data recorded or logged by the Customer. Wardman UK shall be entitled to estimate the usage charges in circumstances where the relevant data is not available to Wardman UK 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 Wardman UK shall be paid within 7 days of the date of Wardman UK’s invoice. 

5.3 If the Customer fails to make any payment on the due date then, without limiting any other right or remedy available to Wardman UK (such failure to pay being a material breach of this agreement), Wardman UK may charge the Customer an administration fee of £15 and interest (both before and after any judgment) on the amount unpaid, at the rate of 8 per cent per annum above Royal Bank of 

Scotland 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).  

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

5.5 The Customer agrees to pay Wardman UK in full without any set-off all sums due to Wardman UK under this Agreement.  

5.6 Wardman UK 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 7 days of a request for the same.  

5.7 The Customer authorises Wardman UK to vary the amount, frequency and time of any Direct Debit to such level as Wardman UK 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 Wardman UK and/or

(c) to such other operational matter affecting the Services as Wardman UK shall in its discretion deem reasonable.  

5.8 If any payment is cancelled or returned unpaid by the Customer’s bank or if the Customer fails to discharge any invoice within 7 days of its date, then without prejudice to any right or remedies under this Agreement, Wardman UK shall from the time of such failure provide the Services at the standard published usage charges and in addition the Customer agrees to pay Wardman UK an administration fee of £25-00. For the avoidance of doubt the time of payment is of 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 Wardman UK to terminate this Agreement immediately. Invoices paid by credit card incur an additional £5 or 3% charge of the transaction whichever is the greater. 

5.9 Should the Customer have any dispute with regard to the usage charges or any other charges, the Customer shall give written notice to Wardman UK of the amount in dispute and the reason for the dispute. Any rectification or amendment of such disputed charges are limited to the 6 months prior to the written notification 

being received by Wardman UK and remains at Wardman UK’s sole discretion such discretion not to be unreasonably withheld. Such notice must be received prior to the Customer not paying any amount due to Wardman UK, 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 and clause 5.3 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. 

5.10 The Customer remains liable for all charges whether the Customer or someone else used the services and whether the services were used with the Customer’s knowledge and consent or otherwise including and not limited to calls made by a rogue callers and calls made by any third party who has gained unauthorised access to the Customer’s system.