Terms & Conditions

The Customer’s attention is particularly drawn to the provisions of clauses 4.6, 5.3 and 6.3 (Agreement Extended Term), and clause11(Limitation onAonix Limited’sLiability)1.INTERPRETATION1.1Definitions. In these Conditions, the following definitions apply:Agreement:the contract between Aonix Limited and the Customer for the supply of any Products and/or Services in accordance with these Conditions, any Service Specific Conditions, any Product manufacturer terms and conditions, and Aonix Limited’s General Terms and Conditions.Agreement Date:the date on which an Agreement between the Customer and Aonix Limited is formed and comes into existence as determined pursuant to the provisions of clause 2.1.Business Day:a day (other than a Saturday, Sunday or United Kingdom public holiday) when banks in London, United Kingdomare open for business.Carrier:the relevant third party service providerincluding telecommunications operator and network service provider.Commencement Date: means the date on which Aonix Limitedshall start to provide the Service which shall mean in the case of:Maintenance Services the Installation Dateor where Aonix Limitedhas not contracted with the client to install Productsin connection with the Maintenance Services the date specified as the CommencementDate for the Maintenance Services;Fixed Network Services the HandoverDate in respect of those Fixed Network Services; andData Services the relevant HandoverDate in respect of those Data Services.or the Effective Date, whichever is later.

 

Conditions:these terms and conditions as amended from time to time in accordance with clause 15.7.Connection Date:meansin the case of the provision of Data Services the date when the Carrier commences the provisioning of Data Services to the Customer on behalf of Aonix Limited.Contact: The person responsible to the Customer for the contracting, supply and installation of the Products and Services.Customer:means the legal entity (person, firm or company) accepting Aonix Limited’s written or oral estimate for the supply of Products and/or Services or whose order for Products and/or Services is accepted by Aonix Limited or the party otherwise commissioning the purchasing of Products and/or Services as named on the Aonix Limited’s Invoice or the Project Order.Customer Default:has the meaning given to it in clause 7.3.Data Services:the data services to be provided by Aonix Limitedto the Customer as described in the Project Order, together with such other data services that Aonix Limitedagrees to supply to the Customer from time to time.Data Services Agreement:where applicable, the Agreementfor the supply of Data Services.Delivery:has the meaning given to in clause 4.2.Effective Date: means the date when the Project Order has been signed by both an authorised person on behalf of the Customer and also an authorised person on behalf of Aonix Limited.Estimated Installation Date: the date on which Aonix Limitedestimates that the Productsand Services will be installed, as advised by Aonix Limitedto the Customer.

 

Extended Term: in relation to:anAgreementfor the supply of Fixed Network Services has the meaning given to it in clause5.3 or if applicable, clause 5.4; and anAgreementfor the supply of Data Services has the meaning given to in clause6.3or if applicable, clause 6.4; andanAgreementfor the supply of Maintenance Services has the meaning given to it in clause 4.6or if applicable, clause 4.7.Fees:the applicable charges payable by the Customer for the supply of any Products and/or Services in accordance with clause 8.Fixed Network Services: the voice services to be provided by Aonix Limitedto the Customer as specified in the Project Order.Fixed Network Services Agreement:where applicable, the Agreementfor the supply of Fixed Network Services. Aonix Limited:Aonix Limitedregistered in England and Wales with company number 03269335of c/o Forshaws Chartered Accountants, Railex Business Centre, Crossens Way, Marine Drive. Southport. PR9 9LY.Aonix LimitedCustomer Transfer Preference Policy: as set out at www.aonixlimited.comas varied from time to time.Handover Date: meansin the case of the provision of Fixed Network Services the date when the Fixed Network Services are available for use by the Customer with Aonix Limitedas the supplier of the Fixed Network Services.in the case of Data Services the date when the Data Services are available for use by the Customer with Aonix Limitedas the supplier of the Data Services.Installation Date: the date on which the Productsareinstalled. Installation Services: the services relating to the installation by Aonix Limited(or its duly authorised agents) of the Products(where applicable).

 

Maintenance Services:the maintenance services to be provided by Aonix Limitedto the Customer as described in the Project Order, together with such other maintenance services that Aonix Limitedagrees to supply to the Customer from time to time. Maintenance Services Agreement: where applicable, the Agreementfor the supply of Maintenance Services.Minimum Term:the minimum contract term that applies to the Maintenance Services, the Fixed Network Services and/or the Data Services as the case may be shall unless a different minimum term is specified for any such Service in the Service Specific Conditions section of the Project Orderbe the period of three years commencing on the Commencement Date.Notes Section: the section of theProject Ordermarked “Notes Section”.OFCOM:the Office of Communications or any equivalent successor body.Personal Data: has the meaning given to it in the Data Protection Act 1998.Products:the equipment as set out in a Project Order or as specified on an invoice.Product Manufacturer Specific Conditions:any specific Products terms and conditions, Products manufacturer policies, terms or procedures that apply to the Products and/or those conditions specified in the Notes Section of the Project Ordershall be incorporated into the AgreementProject Order: the document which sets out amongst other things the Products and Services which the Customer would like Aonix Limitedto provide to it and certain details in respect thereof including when read in conjunction with these Conditions the basis on which the charges for providing the Products and Services will be calculated. The Project Ordershall be prepared by Aonix Limitedand sent to the Customer for signature by or on behalf of the Customer and returned to Aonix Limited. The Project Ordermay be prepared, sent, signed or returned either electronically or physically.

 

Service Communications:includes transactional (eSign Agreements, delivery status, Invoices, Statements, password resets, etc) and operational communications for theServices (Welcome Pack, Services performance reporting, Services operational announcements, Project Order changes, Service status, legally required information, Services feedback, emails)Service Levels:the performance goals for the supply of Products and Services (a copy of which is available at www.aonixlimited.com) as amended from time to time.Service Specific Conditions:any policies, terms or procedures that apply to and shall be incorporated into the Agreement, as specified in the Notes Section of the Project Order. Services Equipment: the equipment, hardware, software and other items included in the scope of Maintenance Services.Services:the servicesto besupplied by Aonix Limitedto the Customer beingany or all ofthe Installation Services, Maintenance Services, Fixed Network Services and/or Data Services, as the case may be,and Service shall be construed accordinglybut shall exclude the provision of DNS servers and mail servers.Site:the Customer’s place of business as specified in the Project Orderwhere any Services are to beprovided orcarried out and/or (where applicable) Productsareto be deliveredand any Installation Services is to take place, as specified in the Project Order.

 

Small Business Customer:a Customer identified on the Project Orderas not being a communications provider and who has 10 or fewer individuals working for that Customer (whether as employees, volunteers or otherwise). Specification:the description or specification of the relevant Services and/or Productsprovided in writing by Aonix Limitedto the Customer as set out in the Project Order.Tariff:The standard tariff as set out atwww.aonixlimited.comand as varied in the Notes Sectionof the Project OrderforFixed Network Services and the Data Services as attached to the Project Orderandas amended or notified to the Customer from time to time.VOIP:Voice Over Internet Protocol being the use of the internet as the transmission medium for telephone calls by digital means (rather than the traditional telephone system based on copper wires carrying analogue data).1.2Construction. In these Conditions, the following rules apply:(a)a personincludes a natural person, corporate or unincorporated body (whether or not having separate legal personality);(b)a reference to a party includes its personal representatives, successors or permitted assigns;(c)a reference to a statute or statutory provision is a reference to such statute or statutory provision as amended or re-enacted.

 

A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted;(d)any phrase introduced by the terms including, include, in particularor any similar expression, shall be construed as illustrative and shall not limit the sense of the words preceding those terms; and(e)a reference to writingor writtenincludes emails (except in cases of Notices in relation to Termination) but excludes SMS/texts, internet social mediasystemsand faxes.2.BASIS OF AGREEMENT2.1The sending of the Project Orderby Aonix Limitedto the customer constitutes an offer by Aonix Limitedto the Customer to provide Products and/or Servicesin accordance with these conditions, any Service Specific Conditions, any Product manufacturer terms and conditions, and Aonix Limited’s General Terms and Conditions (“the Offer”).

 

The Offer may be withdrawn at any point by Aonix Limitedprior to it being accepted by the Customer.2.2The offer shall be accepted and the Agreementshall be formed and come into existence at the point when Aonix Limitedreceives the Project Order, either electronically or physically, duly signed(either electronically or physically)by or on behalf ofthe Customer and counter signed by an authorised Aonix Limited person at which point and on which date the Agreementshall come into existence (subject where applicable to clauses 4.1, 5.6and 6.6).If Aonix Limitedhas not received the Project Orderduly signed for or on behalf of the Customer within5 days for Products and 30 days for Servicesfrom the date on which it is sent to by Aonix Limitedto the Customer the offer to contract with the Customer shall be deemed to have been withdrawn unless otherwise agreed between Aonix Limitedand the Customer.2.3The Agreementconstitutes the entire agreement between the parties. The Customer acknowledges that it has not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of Aonix Limitedwhich is not set out in the Project Order, the Service Specific Conditions, any Product manufacturerterms and conditions, Aonix Limited’s General Terms and Conditions(or incorporated by reference in any of them). 2.4Any samples, drawings, descriptive matter or advertising issued by Aonix Limited, and any descriptions or illustrations contained in Aonix Limited’catalogues or brochures, are issued or published for the sole purpose of giving an approximate idea of the services described in them. They shall not form part of the Agreementnor have any contractual force. 2.5These Conditions apply to the Agreementto 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. In the event of any conflict between Aonix Limited’s General Terms and Conditions these Conditions shall prevail. In the event of any conflict between these Conditions and any Service Specific

 

2of 7Conditions or any Product manufacturer conditions, the Service Specific Conditions or any Product manufacturer conditions shall prevail. 2.6Anyestimategiven by Aonix Limitedshall not constitute an offer, and is only valid for a period of 5Business Days from its date of issue.Oral statements on Fees are valid only to the end of the business day upon which they are given2.7The Customer warrants to Aonix Limitedthat it is entering into the Agreementfor the purpose of its business, trade or profession and not as a consumer. 2.8Except for Installation Services that shall form part of anAgreementfor the supply of Products, each order for Maintenance Services, Data Services or Fixed Network Services shall be deemed to be a separate Agreement(irrespective of whether more than one or all of them are included on the same Project Order). 2.9To the extent that there is any failure or delay by Aonix Limitedto supply one of theServices, that shall not entitle the Customer to terminate the Agreementfor the supply of any other Service or Services as the case may be (if any). 3.SUPPLY OF SERVICES3.1Aonix Limitedshall supply the Services to the Customer in accordance with the Agreementin all material respects. In the event that the Project Orderspecifies:(a)the supply by Aonix Limitedto the Customer of Productsand Installation Services and/or Maintenance Services, clause 4of these Conditions shall also apply to the Agreement;(b)the supply by Aonix Limitedto the Customer of Fixed Network Services, clause 5of these Conditions shall also apply to the Agreement; and (c)the supply by Aonix Limitedto the Customer of Data Services, clause 6 of these Conditions shall also apply to the Agreement.3.2Aonix Limitedshall use all reasonable endeavours to deliver any Products and/or Services on or by any date or datesspecified in the Project Order, but any such dates shall be estimatesor for guidanceonly and time shall not be of the essence for thedelivery or Products and/orperformance of the Services.3.3Aonix Limitedshall have the right to make any changes, including pricing, to any Services which are necessary to comply with any applicable law, regulatory directiveor safety requirement, or which do not materially affect the nature or quality of the relevant Services.Aonix Limitedshall notify the Customer of any such change.3.4Aonix Limitedwarrants to the Customer that the relevant Services will be provided using reasonable care and skill, subject to clauses 4, 5and 6of these Conditions. 4.TERMS APPLICABLE TO PRODUCTS,INSTALLATION SERVICES AND MAINTENANCE SERVICES4.1

 

Any Project Order for Productsis conditional on the availability of such Productsprior to the Estimated Installation Date. Aonix Limitedshall use reasonable endeavours to deliver the Productsand supply the Installation Services with reasonable care and skill in accordance with the estimated period for delivery and installation. Installation withinsuch period is not guaranteed and time shall not be of the essence.4.2Delivery of Productsshall be deemed to take place when the relevant Productsarrives at the Customer’s Site (prior to unloading or unpacking) as specified in the Project Order (Delivery)(and Deliveredshall be construed accordingly).

 

In relation toDelivery of any Products:(a)the Customer shall be responsible for checking that all details specified in the Project Order are correct;(b)if the Customer fails to take Delivery of any Productswithin 10 Business Days of Aonix Limitednotifying the Customer that the Productsis capable of being delivered, the Productsshall be deemed to have been Delivered in accordance with the Agreementand the Productsshall be attherisk of the Customer and thereafter clause 4.3shall apply to the Products;(c)if any Productsis to be Delivered in instalments, any delay in the Delivery of one instalment shall not entitle the Customer to reject the other instalments or to terminate the Agreement; and(d)the risk in any Productsshall pass to the Customer on Delivery (or deemed Delivery in accordance with clause 4.2(b))and the Customer shall be responsible for insuring the Productsfrom that time.4.3Notwithstanding clause 4.2(d), ownership of any Productscontracted to be purchased by the Customer shall not pass to the Customer until such time as the Customer has paid to Aonix Limitedall sums due for the Productsand the Installation Services. Unless and until ownership of the Productspassesto the Customer (if at all), the Customer shall:(a)not remove, deface or obscure any identifying mark on or relating to the Products;(b)maintain (except where Aonix Limitedis also at the time supplying Maintenance Services) the Productsin satisfactory condition and insured it against all risks for its full price from the date of Deliveryor deemed Delivery;(c)not lease, charge or otherwise encumber the Products;(d)not remove the Productsfrom the Site without Aonix Limited’sprior written consent4.4If the Productsareleased to the Customer the Customer shallreturn the Products in accordance with Aonix Limited’s End of Lease policy available at www.aonixlimited.com as amended from time to time.

 

The Customer will permit Aonix Limitedor its agents to enter any premises of the Customer or of any third party where the Productsare locatedin order to recover them.4.5If the Customer is in breach of the Agreementthe Customer shallreturn the Productsat the Customer’s cost to Aonix Limitedimmediatelyon request and permit Aonix Limitedor its agents to enter any premises of the Customer or of any third party where the Productsis located in order to recover them.4.6Subject to clause 2.1, supply of the Maintenance Services shall commence on the Commencement Date and shall continue for the Minimum Term and thereafter the Maintenance Services Agreementshall automatically extend for three years(Extended Term) at the end of the Minimum Term and at the end of each Extended Term. A party may give notice in writing to the other party no later than 90 days before the end of the Minimum Term or the relevant Extended Term, to terminate the Maintenance Services Agreementat the end of the Minimum Term or the relevant Extended Term, as the case may be.4.7If for any reason clause 4.6 is deemed to be unreasonable and unenforceable by way of a final court judgment then this clause 4.7 shall apply. Subject to clause 2.2, supply of the Maintenance Services shall commence on the Commencement Date and shall continue for the Minimum Term and thereafter the Maintenance Services Contract shall automatically extend for 12 calendar months (Extended Term) at the end of theMinimum Term and at the end of each Extended Term.

 

A party may give notice in writing to the other party by no later than 90 days before the end of the Minimum Term or the relevant Extended Term, to terminate the Maintenance Services Contract at the end of the Minimum Term of the relevant Extended Term, as the case may be.4.8The Maintenance Services shall only be supplied by Aonix Limitedin relation to theServices Equipmentandtoany other equipment agreed by Aonix Limitedin writing from time to time. Unless agreed otherwise in writing by Aonix Limited, Aonix Limitedshall supply the Maintenance Services in accordance with the Service Levels (a copy of which is available at www.aonixlimited.com) as amended from time to time.4.9All reported incidents, will be given equal priority. Where clarification of priority is required, due to, for example, an unusually high volume of problems, Aonix Limited will agree priorities with the Customer.4.10

 

If the Customer requests Aonix Limited to perform the Maintenance Services outside of the respective Maintenance Service Agreement –Service Levels, Aonix Limited may agree to do so at theirsole discretion, and reserve the right to charge for such work in accordance with Aonix Limited’s Tariff.4.11The Customer willbe liable for the cost (in accordance with Aonix Limited’s Tariff) of work on:(a)aborted Site visits;(b)incidents that are completed as no fault found; (c)incidents that the Customer’s employees or agents has caused.4.12The MaintenanceServices shall not include or be deemed to include:(a)the maintenance or repair to Services Equipmentthat is faultyor has failed due (in whole or in part) to or caused by:(i)fair wear and tear;(ii)the Services Equipmentnot being used for a purpose for which it was designed;(iii)the Customer’s (including its agents or workers) acts, operating errors, omissions, default, failure to implement recommendations to progress previousincidents as advised by Aonix Limited.

 

Failure to maintain Services Equipmentat the respective manufacturers latest version release;(iv)failure in air-conditioning, fluctuations in electrical power;interference by radio waves or the relevant network service;(v)failure of equipment or software attached to or integrated to the equipmentwhere suchequipment or software was not supplied by Aonix Limited;(vi)failure of any wiring or cabling which is part of the equipment other than by reason of fair wear and tear;(vii)vandalism, fire, theft, water or lightning;(viii)rodents or pests;(ix)transportation from the normal positing of the Services Equipment;(x)any defect or error in software loaded on to the Services Equipment; (xi)any defect or fault in connection with services supplied to Aonix Limitedby any Carrier; (xii)failure by the Customer (including its agents or workers) to adequately maintain any Services Equipmentor operate it in accordance with the manufacturer’s specifications, guidelines or recommendations;or(xiii)any attempt by the Customer or any third party other than Aonix Limited or its duly authorised agents to repair, reconfigure, re-program or otherwise alter the Services Equipmentor any equipment or cabling attached to it(b)the maintenance or repair ofthe Services Equipmentthat in the opinion of Aonix Limited:(i)was faulty at the commencement of the Services;(ii)isbeyond economic repair -equipment is deemed to be beyond economic repair where the cost of repairing the equipment exceeds the replacement value of the respective equipment; orthe equipment is deemed obsolete/not supportedby the respective manufacturer; orAonix Limited cannot obtain the respective manufacturers certified replacement parts;(iii)was damaged maliciously, accidentally, due to poor cooling/ventilation, operation outside the manufacturer’s recommendations, whilst the Services Equipmentwas beingtransported, whilst the Services Equipmentwas located at another location other than the Site or act of God;(iv)has been adjusted, altered, modified or an attempt to a repair of the Services Equipmentby any person or third party other than Aonix Limited without Aonix Limited’s prior written consent and subsequent testing by Aonix Limited, which would be chargeable.

 

This includes the installation of any upgrades to hardware or software, configuration or reloaded operating system, user settings such as file shares, user accounts, views, wizards, printer drivers, etc and the recovery of data, systems configuration, network configurations or applications;(v)Is being used by persons who have not been granted access to the Services Equipmentby the Customer, who have not undertaken appropriate professional training on the Services Equipmentand who have not been formally notified to Aonix Limited;(c)work which is necessary because of changes in your requirements or the requirements of the Network Operator or other authority;(d)the configuration of user settings such as file shares, user accounts, views, wizards, printer drivers, etc ;(e)any electrical or other work external to the Services Equipmentrequired to move or reinstallthe Services Equipmentor replacing consumable items (especially batteries);(f)requests made directly to an engineer whilst on Site that is not within the scopeof work for the respective visit;(g)requests that relate to general tuition regarding the use of the Services Equipment;

 

(h)reinstallation and/or configuration of software forming part of the Services Equipmentdue to the failure of equipment (hardware, software, power, network topology, network connectivity) not covered by the respective Maintenance Services Agreement;(i)installation of manufacture’s software updates, patches etc. unless specifically included in the respective Maintenance Services Agreement;(j)recovery and loading of Customer data if not included in the respective Maintenance Services Agreement; (k)ancillary items, including but not limited to, answer-phones, analogue and digital phones or devices, call loggers, payphones, computers, servers,
3of 7uninterruptible power supplies, batteries, fax machines, public address systems, printers, cabinets, external music on hold sources, any telephone handset curly cords, any headsets, cabling and/or consumables unless otherwise agreed in writing;(l)the maintenance or repair of any extension wiring, any equipmentnot at the Site, or of anything other than the equipment; or(m)the reprogramming of the equipmentto provide improved or modified servicesor facilities.

 

4.13 In the event that Aonix Limitedcarries out Maintenance Services to any Services Equipmentwhich has, in its reasonable opinion failed or become faulty due (wholly or partially) to any of the circumstances described in clause 4.9, Aonix Limitedshall be entitled to charge additional fees for such services calculated in accordance with clause8.5. 4.14In carrying out the Maintenance Services Aonix Limitedshall not (subject to clause 11) be liable for the loss of any data or information stored on the Services Equipmentor any other equipment that may be affected by the carrying out of the Maintenance Services and the Customer shall ensure that appropriate backups of all data and information are maintained.4.15In rectifying any fault to equipmentit may be necessary for Aonix Limitedto reset the equipment’ssoftware. In such cases, Aonix Limitedshall not be responsible for resetting or reloading equipment programming and user profiles. 4.16The Maintenance Services are limited to the provision and repair of the equipmentby Aonix Limitedon a like for like basis, which may include Aonix Limitedsupplying reconditioned parts for equipmentand reconditioned equipment. Any equipmentthat is removed or replaced and any parts that are removed or installed in equipmentin the carrying out of the Maintenance Services shall become or shall remain (as the case may be) the property of Aonix Limited.4.17Subject to clause 11,

 

Aonix Limitedshall not be liable for any delay in the performance of the Maintenance Services where such delay is attributable to no or poor or delayed availability of spare parts for anyitem ofequipment. 4.18If the Customer terminates anAgreement(in whole or in part) for Maintenance Services before the end of any applicable Minimum Term or Extended Term, the Customer shall pay to Aonix Limitedall charges that would have accrued during the period from the expiry of the Customer’s notice to terminate (or where no notice is given the date of indication by the Customer of an intention to no longer be bound by the Agreement(in whole or in part)) to the end of the Minimum Term or Extended Term (as the case may be).4.19The Customer is responsible at their own cost for arranging and maintaining connection to the Public Switched Telephone Network and/or Internet. If these services are provided by Aonix Limited they will be subject to a Fixed Network

 

ServicesAgreement. 4.20The Customer is responsible for the security of the Services Equipmentincluding access control to prevent unauthorised access to the Services Equipment, passwords and other user authentication techniques and physical security. The Customer should:(a)ensure all passwords are in an appropriately secure format (and different to the manufacturer’s default password), changed on a regular basis and properly protected against loss or unauthorised access;(b)deploy appropriate security devices to prevent unauthorised access;(c)take all reasonable steps to prevent any loss of or damage to data and configuration files;(d)take regular back-ups of all of data and configuration files used with or stored in the Services Equipment. Such back-ups being made available to Aonix Limited immediately they are required in a state such that they can be restored on the Services Equipment;(e)have appropriate disaster recovery processes documentedand tested;(f)regularly monitor the performance and use of the Services Equipment;(g)report any concerns or suspicions of security breaches immediately to Aonix Limited.4.21Alterations, additions, modifications or relocationswhich may be required, shall be carried out only by Aonix Limited or its sub-contractors. Otherwise the Maintenance Service Agreement may be invalidated and terminated.

 

Alternatively the Customer may ask Aonix Limited to carry out an Equipment integrity inspection, at the Customers expense, and subject to satisfactory inspection Aonix Limited will continue with the Maintenance Service Agreement Order.4.22Any equipment installed or supplied by Aonix Limited to the Customer in connection with the Maintenance Services shall, except for equipment purchased by the Customer under clause 4, at all times remain the property of Aonix Limited. Clause 4.3shall apply to such equipment as if it were deemed to be Products. The Customer shall return such equipment to Aonix Limited immediately on requestor cessation of the provision of Maintenance Services and the Customer shall be liable for all costs, losses, damages and expenses incurred by Aonix Limited for the repair, recovery and replacement of such equipment.5.TERMS APPLICABLE TO FIXED NETWORK SERVICES5.1Subject to clause 2.1and clause5.4, the supply of the Fixed Network Services shall commence on the Commencement Date and shall continue for the Minimum Term.5.2If the Commencement Date for the provision of Fixed Network Services has not occurred prior to the first anniversary of the AgreementDate for the Fixed Network Services then the Agreementin respect thereof shall be deemed to have terminatedunless otherwise agreed between Aonix Limitedand the Customer. The rightsof the parties that have accrued prior to such termination shall not be affected by such termination.5.3Subject to clause 5.5, the Fixed Network Services Contract shall automatically extend for three years (Extended Term) at the end of the Minimum Term and at the end of each Extended Term.

 

A party may give notice in writing to the other party no later than 90 days before the end of the Minimum Term or the relevant Extended Term to terminate the Fixed Network Services Contract at the end of the Minimum Term or the relevant Extended Term, as the case may be. 5.4In the event that clause 5.3 is deemed to be unreasonable and unenforceable by way of a final court judgment then this clause 5.4 shall apply. Subject to clause 5.5, the Fixed Network Services Contract shall automatically extend for 12 calendar months (Extended Term) at the end of the Minimum Term and at the end of each Extended Term. A party may give notice in writing to the other party no later than 90 days before the end of the Minimum Term or the relevant Extended Term to terminate the Fixed Network Services Contract at the end of the Minimum Term or the relevant Extended Term, as the case may be.5.5Where the Customer is a Small Business Customer, the Customer may terminate the Fixed Network Services Agreementby giving not less than 90 days notice in writing to Aonix Limited, such notice to expire no earlier than the end of the Minimum Term.

 

5.6 The provision of any Fixed Network Services by Aonix Limitedunder a Fixed Network Services Agreementis conditional on:(a)Aonix Limitedcarrying out such assessments and surveys as it deems necessary to satisfy itself that that it is possible for it to supply the Fixed Network Services;(b)the installation of the lines over which the Fixed Network Services are to be provided and such lines being fully operational; and(c)the Customer providingtoAonix Limitedto its satisfaction accurate information and data to enable Aonix Limitedto calculate the Feesand to carry out a site survey.5.7Aonix Limitedwarrants to the Customer that Fixed Network Serviceswill be provided using reasonable care and skill. The Customer agrees that Aonix Limitedcannot guarantee that the Fixed Network Services will work without interruption and will be fault or error free. Any interruption, fault or error with the Fixed Network Services must be notified to Aonix Limitedin accordance with clause5.8.5.8The Customer shall notify Aonix Limitedof any interruption, fault or error with the Fixed Network Services in accordance with Aonix Limited’sIncident Management Policy (available at www.aonixlimited.comas amended from time to time. Aonix Limitedshall use reasonable endeavours to correct or cure any interruption, fault or error with the Fixed Network Services in accordance with Aonix Limited’s Incident Management Policy, save that time shall not be of the essence. 5.9Notwithstanding any other provision of these Conditions, Aonix Limitedshall not be liable to the Customer in contract, tort (including negligence) or otherwise for any acts or omissions of Carriers that may (wholly or partially) cause, impact or result in any interruption, fault error with or withdrawal of (temporarily or permanently) the Fixed Network Services.

 

5.10 All and any telephone numbers allocated to the Customer in connection with the Fixed Network Services may be withdrawn by OFCOM and accordingly Aonix Limiteddoes not warrant or represent that such telephone numbers can be provided to the Customer. The Customer acknowledges and agrees that any telephone numbers allocated to it are allocatedon the basis of a licence and the Customer agrees not to sell or transfer any telephone number provided to it (except where the Customerhas a right to port thattelephone number).5.11In relation to the use of the Fixed Network Services the Customer agrees:(a)to ensure that the Fixed Network Services are not used to make offensive, indecent, menacing, nuisance or hoax calls;(b)not to use the Fixed Network Services in anyway that may, in Aonix Limited’ reasonable opinion, damage its reputation;(c)not to contravene any laws, regulations or codes of conduct that may, from time to time, be applicable to the use or supply of the Fixed Network Services;

 

(d)to implement and maintain appropriate security and control over its networks, equipment and business to prevent fraud and to prevent calls being generated by third parties;(e)to maintain adequately all equipment utilised in connection with the Fixed Network Services and ensure its compatibility in terms of technical specification;(f)not to use nor permit the Fixed Network Services to be used in any way that would constitute or contribute to the commission of any crime, tort, fraud or other unlawful activity;(g)not to allow any unauthorised use of the Fixed Network Services and to take all reasonable security measures to prevent such use;(h)not to sell or resell the Fixed Network Services in whole or in part;(i)not to misuse the Fixed Network Services in any way, including without limitation causing the volume of calls made to the telephone numbers allocated to the Customer to significantly exceed that which can be answered by the Customer where this would cause congestion to a network;(j)that Aonix Limitedmay publish details of the Customer’s name, address and telephone number(s) in the Directory Enquiries Service, unless the Customer expressly confirms to Aonix Limitedin writing that it would like a special entry to be made, for which Aonix Limitedmay make an additional charge;(k)that to the extent the Fixed Network Services contain VOIP services, clause

 

6.12shall also apply save that references in that clause to Data Services shall be deemed to be references to Fixed Network Services;and(l)in order to protect the Customer against unauthorised transfer of Fixed Network Services, in the event that the Customer fails to contact Aonix Limitednot less than 48 hours prior to any transfer date in accordance with Aonix Limited’ Customer Transfer Preference Policy, Aonix Limitedmay cancel any order made with a third party supplier.5.12Any equipment installed or supplied by Aonix Limitedto the Customer in connection with the Fixed Network Services shall, except for equipment purchased by the Customer under clause 4, at all times remain the property of Aonix Limited. Clause 4.3shall apply to such equipment as if it were deemed to be Products. The Customer shall return such equipment to Aonix Limited immediately on requestor cessation of the provision of Fixed Network Services and the Customer shall be liable for all costs, losses, damages and expenses incurred by Aonix Limited for the repair, recovery and replacement of such equipment.

 

5.13Aonix Limitedshall be entitled to make additional charges (including Excessive Construction Charges from network providers) in the event that the Customer supplies inaccurate or misleading information to Aonix Limitedor if the results of any survey reveal additional construction work is required in order for Aonix Limitedto supply the relevant Fixed NetworkServices. 5.14Where the transfer of lines and services of another supplier occurs, then the provision of any and all relevant existing services supplied to the Customer by such supplier will automatically transfer to Aonix Limitedand will be charged for by Aonix Limitedin accordance with the Tariff.5.15The Customer acknowledges and accepts that it is liable for any charges (including without limitation any early termination charges) made by third party suppliers for any transfer of lines and services or otherwise, unless it is clearly

 

4of 7stated on the Project Orderthat Aonix Limitedwill pay for such chargesin which case Aonix Limitedwill pay for such charges but limited to those specifically as set out on the Project Order.5.16The Customer accepts and acknowledges that Aonix Limitedwill prior to the Handover Date have spent a significant amount of time and incurred expense in preparation for the provision of the Fixed Network Services to the Customer. In the event that the Customer terminates the Agreementfor Fixed Network Services prior to the Handover Date it shall pay to Aonix Limited£500 plus VAT. This clause 5.16shall not apply where the Customer is a Small Business Customer.Where the Customer is a Small Business Customer, the Customer may terminate anAgreementfor Fixed Network Services at any time prior to the Commencement Date of such Services.5.17 The following provisions of this clause

 

5.17shall apply in the event that after the Handover Date the Customer terminates the Agreementfor Fixed Network Services in breach of contract prior tothe expiry of the Minimum Term or the Extended Terms as the case may be(a)In this clause 5.17Remainder of the Termmeans (where the Customer terminates or is deemed to have terminated the Agreementin breach of contract) the period that the Agreementwould have had left to run if the Customer had instead terminated it at the earliest opportunity without being in breach of contract.(b)Save where the Customer has contracted for thesupply of line rental only, a Customer agrees that it shall not on lines contracted to be billed by Aonix Limiteduse those lines for calls charged for by another supplier.

 

If in breach of this clause the Customer does use lines supplied by Aonix Limitedfor the carriage of calls charged for by another supplier the Customer shall be deemed to be in breach of the Agreementfor the supply of Fixed Network Services and at Aonix Limited’ option the Customer shall be deemed to have terminated the AgreementforFixed Network Services in breach of contract and the provisions of this clause 5.17shall apply.(c)If in breach of contract the Customer terminates anAgreementfor Fixed Network Services before the end of the Minimum Term or where applicable the end of an Extended Term (as the case may be), the Customer shall be liable to pay to Aonix Limitedan amount calculated in the following manner:-(i)(by reference to line rental) the sum that it would have paid to Aonix Limitedfor the rental of the lines (and associated fixed rental services) for the Remainder oft he Term calculated at the rate then applying at the time of termination; plus(ii)(by reference to call charges)either the sum of £500 or if greater the average of the monthly charges for calls incurred by the Customer for the three whole months prior to the termination of the Agreement multiplied by the period of the Remainder of the Term (expressed in months)(d)If the Customer terminates a service within an Agreement for Fixed Network Services before the end of the Minimum Term or where applicable the end of an Extended Term (as the case may be), the Customer shall be liable to pay to Aonix Limited an amount calculated in the following manner:-(i)(by reference to line rental) the sum that it would have paid to Aonix Limited for the rental of the terminated service(and associated fixed rental services) for the Remainder of the Term calculated at the rate then applying at the time of termination; plus(ii)(by reference to call charges) the average of the monthly charges for calls through the terminated service incurred by the Customer for the three whole months prior to the termination of the Agreement multiplied by the period of the Remainder of the Term (expressed in months);(iii)A new Agreement for Fixed Network Services reflecting the removal of the terminated service will need to be signed by the Customer before the respective service is terminated.5.18The Customer agrees not to use in connection with the Fixed Network Servicesprovided by Aonix Limitedany telephone number thatthe Customer does not have the legitimate right to use.In this regardthe Customershall not “present out” any telephone number thatit does not have the right to use;such as a telephone number of a competitor.6.TERMS

 

APPLICABLE TO DATA SERVICES6.1Subject to clause 6.6, the supply of the Data Services shall commence on the Commencement Date and shall continue for the Minimum Term. 6.2Subject to the remaining provisions of this clause if the Commencement Date for the provision of Data Services has not occurred prior to the first anniversary of the AgreementDate for the Data Services then the Agreementin respect thereof shall be deemed to have terminated.Aonix Limitedmay by giving written notice to the Customer extend the period referred to in this clause by six months if the reason why the Commencement Date has not occurred is outside of the control of Aonix Limited. Further, the period may be extended in by such period as Aonix Limitedand the Customer agree. The rights of the parties that have accrued prior to such termination shall not be affected by such termination.6.3Subject to clause 6.5 the Data Services Contract shall automatically extend for three years (Extended Term) at the end of the Minimum Term and at the end of each Extended Term. Either party may give notice in writing to the other party no later than 90 days before the end of the Minimum Term or of the end of the relevant Extended Term, to terminate the Data Services Contract at the end of the Minimum Term or the relevant Extended Term, as the case may be.6.4If for any reason clause

 

6.3 is deemed to be unreasonable and unenforceable by way of final court judgment then this clause 6.4 shall apply. Subject to clause 6.5 the Data Services Contract shall automatically extend for 12 calendar months (Extended Term) at the end of the Minimum Term and at the end of each Extended Term. Either party may give notice in writing to the other party no later than 90 days before the end of the Minimum Term or of the end of the relevant Extended Term, to terminate the Data Services Contract at the end of the Minimum Term or the relevant Extended Term, as the case may be.6.5Where the Customer is a Small Business Customer, the Customer may terminate the Data Services Agreementby giving not less than90 daysnotice in writing to Aonix Limited, such notice to expire no earlier than the end of the Minimum Term.6.6The provision of any Data Services by Aonix Limitedunder a Data Services Agreementis conditional on:(a)Aonix Limitedcarrying out such surveys as it considers necessary to satisfy itself that that it is feasiblefor it to supply the Data Servicesand Aonix Limitedbeing satisfied with the results of such surveys;(b)Aonix Limitednot being prevented by circumstances and factors outside of its control from being able to supply the Data Services. Examples of such circumstance and factors include (without limit) the infrastructure not being able to support the Data Services, the Customer not obtaining the necessary permission from third parties such as a landlord to install the necessary infrastructure, or a public body such as a local authority or highways authority withholding consent to the installation of the infrastructurewhere such consent is required;(c)the installation of the lines over which the Data Services are to be provided and such lines being fully operational;(d)the Customer providing to Aonix Limitedto its satisfaction accurate information and data to enable AonixLimitedto calculate the Feesand to carry out a site survey; and(e)the Customer providing to the satisfaction of Aonix Limitedaccurate information to enable Aonix Limitedto commission a site survey.6.7Aonix Limitedwarrants to the Customer that Data Services will be provided using reasonable care and skill. The Customer agrees that Aonix Limitedcannot guarantee that the Data Services will work without interruption and will be fault or error free. Any interruption, fault or error with the Data Services mustbe notified to Aonix Limitedin accordance with clause

 

6.8.6.8The Customer shall notify Aonix Limitedof any interruption, fault or error with the Data Services in accordance with Aonix Limited’s Incident Management Policy (availableatwww.aonixlimited.com) as amended from time to time. Aonix Limitedshall use reasonable endeavours to correct or cure any interruption, fault or error with the Data Services in accordance with Aonix Limited’s Incident Management Policy, save that time shall not be of the essence. 6.9Notwithstanding any other provision of these Conditions, Aonix Limitedshall not be liable to the Customer in contract, tort (including negligence) or otherwise for any acts or omissions of suppliersthat may (wholly or partially) cause, impact or result in any interruption, fault or error with, or withdrawal of (temporarily or permanently), the Data Services.6.10In relation to the use of the Data Services the Customer agreesand where appropriate accepts:(a)to comply with the obligations in clauses

 

5.11(a)to 5.11(i)(inclusive) as if references in those clause to Fixed Network Services were references to Data Services;(b)not to misuse the DataServices in any way, including sending or receiving data in such a manner or volume so as to exceed agreed usage limits orso asto adversely affect the network, Aonix Limitedor its other customers;(c)that the speed of any Data Services or connection depends on a number of factors beyond Aonix Limited’ control (including external factors and physical factors) (such as local availability, the distance from the exchange and peak traffic volume) and that Aonix Limiteddoes not warrant or represent that the Customer’sconnection(s) will produce the maximum advertised speed;(d)that except where stated otherwise in the Project Order, the Data Services do not include the supply by Aonix Limitedof lines, modems and other equipment that might be required by the Customer to utilise the Services nor advice on these unless Aonix Limitedisspecifically engaged to do so under a separate contract which shall be in addition to the provision of Data Services under the Data Services Agreement;(e)to comply with Aonix Limited’ Fair Use Policy (available atwww.aonixlimited.com)as amended from time to time;(f)provide suitable space and environment at the Site for the equipment used in the provision of the Data Services (such as sufficient cooled space on a rack)and to do so in a timely manner. Compliance by the Customer with this clause shall beentirely at the Customers cost.(g)In respect of any router supplied by or on behalf of Aonix Limitedfor a managed internet circuit unless otherwise specifically agreed with Aonix Limited:-(i)the router will be provided in a routed IP configuration and its sole purpose is to create an interface for the Customer to plug equipment into and it is not to be used for any other purpose;(ii)the router is the demarcation point at which the responsibility for the provision of

 

Data Services by Aonix Limitedends;(iii)access to this router will not be provided to the Customer, nor will other functions that the router may be capable of be enabled such as wireless connectivity and firewall functionality;(iv)Aonix Limitedis not responsible for configuration of the router other than to an IP configuration. (If the Customer requires some other configuration the Customer and not Aonix Limitedshall be responsible for ensuring that such configuration is undertaken.);and(v)Aonix Limitedshall not be responsible for installing firewalls or plugging in the router and if the Customer requires firewalls the Customer shall be responsible for processing their installation. (h)In respect of a router supplied by or on behalf of Aonix Limitedfor an internet broadband service it will be provided in a NAT (Network Address Translation) configuration with DHCP Scope enabled unless otherwise agreed.6.11Aonix Limitedis under a duty toall ofits customers to preserve network integrity and capacity and avoid degradation. The Customer agrees that:(a)if in Aonix Limited’sreasonable opinion the Customer’s use of Data Services is adversely affecting, or may adversely affect, integrity and capacity of networks, Aonix Limitedmay take such steps as it deems appropriate to manage the Customer’s Data Services;(b)Aonix Limitedand/or the Carrier may take such steps as it deemsnecessary to stop emails that appear to be bulk emails or which appear to be or of an unsolicited nature from entering networksandthismay including blocking access to or delivery of any such emails;and(c)Aonix Limitedand/or the Carrier may operatevirus screen technology which may result in the deletion or alteration of emails or their attachments.

 

6.12Where the Data Services involve the supply of VOIP services, then it is agreed that the following shall applyand the Customer accepts that:(a)the Customer’s ability to make emergency calls and their priority treatment cannot be guaranteed and that any suspension or interruption of the VOIP service may result in the Customer being unable to make emergency calls;(b)the VOIP services are generally not considered to be as reliable as calls made overconventional telephone linesand Customers are advised to maintain5of 7theability to make telephone callsother than as through a VOIP system, such as by maintaining a conventional telephone line;(c)the Customer acknowledges that the VOIP service may sometimes be limited, unavailable or interrupted due to events beyond Aonix Limited’ control, such as those specified in clause 14.1(force majeure); and(d)the VOIP services may not offerall of the features or resilience that the Customer may expect from a conventional telephone line.6.13Other than Productspurchased by the Customer, anyequipment installed or supplied by Aonix Limitedto the Customer in connection with the Data Services shall at all times remain the property of Aonix Limited. The provisions of clause 4.3shall apply to all such equipment. The Customer shall return such equipment to Aonix Limitedimmediately on requestor cessationof the provision of Data Servicesand the Customer shall be liable for all costs, losses, damages and expenses incurred by Aonix Limitedfor the repair, recovery and replacement of such equipment.

 

6.14Where the Customer wishesto transferthe provision ofanylines or services from anothersupplierto Aonix Limited, the Customer shall:(a)provide to Aonix Limitedsuch accurate information as is required by Aonix Limitedto enable the migration from the current supplier; and(b)be responsible for all costs, charges and penalties that may arise as a result of or in connection with such transfer.6.15The Customer acknowledges and accepts that it isliable for allcancellation or termination payments and charges (including without limitation any early termination charges) levied by a previous supplier forthe transfer of the provision of services and lines to Aonix Limitedunless it is stated on the Project Orderthat Aonix Limitedwill be responsible for the payment of such charges.6.16The Customer accepts and acknowledges thatAonix Limitedwill prior to the Connection Date have spent a significant amount of time and incurred expense in preparation for the provision of the Data Services to the Customer.

In the event that the Customer terminates the Contract prior to the Connection Date it shall pay to Aonix Limited (a) £500 plus vat in respect of the time spent by Aonix Limited in preparation for the provision of the Data Services to the Customer; and (b) an amount equal to the direct expenses (plus vat) incurred by Aonix Limited to its supplier(s) in the preparation of Data Services to the Customer limited to £2,000. This clause 6.16 shall not apply where the Customer is a Small Business Customer.6.17Where the Customer is a Small Business Customer, the Customer may terminate a Agreementfor Data Services at any time prior to commencement of the supply of such Data Services.6.18The following provisions of this clause 6.18shall apply in the event that after the Connection Date the Customer terminates the Agreementfor Data Services in breach of contract prior to the expiry of the Minimum Term or the Extended Terms as the case may be(a)In this clause 6.18Remainder of the Termmeans (where the Customer terminates or is deemed to have terminated the Agreementin breach of contract) the period that the Agreementwould have had left to run if the Customer had instead terminated it at the earliest following opportunity without being in breach of contract.Where the Customer terminates the Agreementfor Data Services in breach of contract after the Connection Date but before the Handover Date then the Remainder of the Term shall be deemed to have commenced on the Connection Date. (b)The Customer acknowledges and accepts that to enable Aonix Limitedto provide the Data Services to the Customer, Aonix Limitedwill enter into a contract for a fixed term with its supplierat the Connection Date. As is common with such contracts Aonix Limitedmay remain liable to its supplier whether or not the Agreementfor Data Services with the Customer terminates prior to the end of the Minimum Term or the Extended Term as the case may be.(c)In the event that the Customer is in breach of contract by terminating the Contract for Data Services otherwise than in accordance with clause 6.3 or 6.4 if applicable (and/or 6.5 where the Customer is a Small Business Customer) before the end of the Minimum Term or where applicable the end of an Extended Term (as the case may be) the Customer shall pay to Focus (subject to the provisions of clause (d)) as liquidated damages an amount equal to the sum that the Customer would have been liable to pay to Focus for the Remainder of the Term for the Data Services (calculated at the rate which applied at the time of termination) less any reduction that may apply pursuant to the provisions of clause

 

6.18(d) below. Where such termination occurs after the Connection Date but before the Commencement Date then the rate shall be the rate that would have applied at the Commencement Date had the Contract not been terminated. (d)If the provisions of clause 6.18 ( c) apply and in the event that a supplier used by Aonix Limitedto provide the Data Services to the Customer reduces the amount that it charges to Aonix Limitedfrom that which it is contractually entitled to charge in respect of the Remainder of the Term Aonix Limitedshall advise the Customer of the amount of the reduction and that reduction shall be deducted from the amount payable under clause 6.18 ( c).7.CUSTOMER’S GENERAL OBLIGATIONS AND TERMS APPLICABLE TO ALL SERVICES7.1In relation to the Services, the Customer:(a)shall ensure that the terms of the Project Order and any information it provides in the Specification are complete and accurate;(b)shall co-operate withAonix Limitedin all matters relating to the relevant Services;(c)shall provide Aonix Limited, its employees, agents, consultants and subcontractors, with access to the Customer’s premises, office accommodation and other facilities as reasonably required byAonix Limited;(d)shall provide Aonix Limitedwith such information and materials as Aonix Limitedmay reasonably require in order to supply the relevant Services and/or Products, and ensure that such information is accurate in all material respects; (e)shall prepare and maintain its premises for the supply of Services (where applicable), including all necessary facilities such as light, electricity, appropriate power protection and voltage smoothing for equipment, cooling/ventilation and secure housing (if relevant);(f)shall obtain and maintain all necessary licences, permissions and consents which may be required before the date on which the Services are to start (where applicable);(g)agrees that Aonix Limitedmay from time to time monitor or record calls made to Aonix Limitedor by Aonix Limitedto improve customer service, for training or for marketing purposes;(h)agrees that Aonix Limitedshall not be liable or responsible for any failure or delay in the Services due to or in connection with any third party infrastructure applicable to the supply of any Services;(i)agrees to co-operate with any criminal investigations or any investigation of any regulatory body that is applicable to the supply of any of the Services;(j)be responsible for ensuring the accuracy of all specifications, drawings, sketches, plans, descriptions and instructions provided to Aonix Limitedin connection with the supply of any Services and/or Products;and(k)shall comply with all Service Specific Conditions.7.2The Customer is responsible and shall be liable to Aonix Limitedfor the use of the Services (including for any Feesincurred) by the actions of any of its employees and any other person who has been given access to use the Services by the Customer and any person who gains access to use the Services for fraudulent purposes including in each case where such use was not authorised by the Customer.The Customer is strongly advised to install robust and effective security provisions to prevent unauthorised and/or fraudulent use.

 

7.3If Aonix Limited’sperformance of any of its obligations under the Agreementis prevented or delayed by any act or omission ofthe Customer or failure by the Customer to perform any relevant obligation or comply with any obligation or policy under the Conditions (Customer Default):(a)Aonix Limitedshall without limiting its other rights or remedies have the right to suspend performance of any Service until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations to the extent that the Customer Default prevents or delays Aonix Limited’sperformance of any of its obligations;(b)Aonix Limitedshall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectlyfrom Aonix Limited’sfailure or delay to perform any of its obligations as set out in this clause 7.3; and (c)the Customer shall reimburse Aonix Limitedon written demand for any costs or losses sustained or incurred by Aonix Limitedarising directly or indirectly from the Customer Default.

 

7.4Without prejudice to clause 7.3or any other remedy available to Aonix Limited, Aonix Limitedshall be entitled to suspend the performance of any Service or terminate the Agreementrelating to the relevant Service without notice or further liability to the Customer in the event that Aonix Limited:(a)is obliged to comply with any order, instruction or request of any competent governmental body;(b)terminates the provision of any Services;(c)in its reasonable opinion, Aonix Limitedor the Carrier believes the Service isbeing used fraudulentlyorunlawfully; or(d)in its reasonable opinion Aonix Limitedor the Carrier needs to carry out improvements or repairs to any networks or equipment relating to the applicable Services.

 

7.5Aonix Limitedshall not be liable for any charges resulting from or in connection with fraudulent or unauthorised use of Productsand/or Service and the Customer shall be responsible for and pay all charges, costs, fees and expenses resulting from or in connection with any fraudulent or unauthorised use of Productsand/or Services.8.FEESAND PAYMENT FOR SERVICES8.1The Feesfor the Productsand/or Services shall be charged to and payable by the Customer in accordance with this clause 8and in the case of Data Services and Fixed Network Services in accordance with this clause 8and clause 9. 8.2The Feesfor the Productsand Installation Services shall be as specifiedin the Project Orderand calculated in accordance with these Conditions. Except as otherwise specifiedin the Project Order,Feesfor Productsand Installation Services shall be payable on Delivery.8.3The Customer shall pay any deposit specified in the Project Orderwithin seven days of submitting the Project Orderto Aonix Limited.

 

8.4 The Feesfor the Maintenance Services shall be as specified in the Project Orderand calculated in accordance with these Conditions..Except as otherwise specified in the Project Order, Feesfor Maintenance Services shall be payable annually in advance with the first payment due on the Commencement Date, and continuing to be payable thereafter on each anniversary of the Commencement Date.8.5Where clause 4.104.13applies in relation to Maintenance Services, Aonix Limitedshall be entitled to make such additional charges as are calculated in accordance with the Tariff.8.6Aonix Limitedmay charge the Customer a call out fee where such a call out occurs based on incorrect information being provided to Aonix Limitedor where a call out occurs but the operative is unable to gain access to the premises within the times notified to the Customer for the call out.

 

8.7 The Feesfor the Maintenance Services shall increase on each anniversary of the Commencement Date by 8%or the published Retail Price Index, whichever is greater.8.8The provisions of this clause apply to any proposed increase inthe Feesother than those referred to in clause 8.10below (which reflect an increase caused by regulatory changes in respect of which the provisions of clause 8.10apply).Aonix Limitedreserves the right to increase its Feesfor any Service (including without limitation by revising any Tariff). Aonix Limitedwill give the Customer written notice of any such increase not less than 30 days before the proposed date of the increase. If such increase is not acceptable to the Customer, it shall notify Aonix Limitedin writing within 14 days of the date of Aonix Limited’ notice that the Client wishes to terminate the Agreement, failing which the Customer shall be deemed to have accepted the changes.8.9Subject to applicable regulations, Aonix Limitedreserves the right to increase its Feesfor any Service (including without limitation by revising any Tariff) as a result of any increase in charges made to Aonix Limitedby third party providers to it by a sum equal to any such increase. In such circumstances the Customer shall not have the right to cancel the Agreement.8.10Where Aonix Limitedproposes to increase its Feesfor any Service (including by revising without limitation any Tariff) as a consequence of a regulatory change and that the increase is no greater than the additional cost to

 

6of 7 Aonix Limitedcaused by the regulatory change, it will give the Customer written notice of any such increase not less than 30 days before the proposed date of the increase. In such circumstances the Customer shall not have the right to cancel the Agreement.8.11Except where otherwise specified in these Conditions or the relevant Project Order for any Service, the Customer shall pay each invoice submitted by Aonix Limited:(a)within 14 days of the date of the invoice; and(b)in full and in cleared funds to a bank account nominated in writing by Aonix Limited.8.12Time for payment of all Feesshall be of the essence of the Agreement.8.13All amounts payable by the Customer under the Agreementare exclusive of amounts in respect of value added tax chargeable for the time being (VAT). The Customer shall pay to Aonix Limitedsuch additional amounts in respect of VAT as are chargeable on the supply of the Services at the same time as payment is due for the supply of the Services. 8.14Invoices shall be deemed to have been accepted if the Customer does not present a written objection, identifying clearly the disputed invoice and the reasons why it is challenged, to Aonix Limited within 30 days of the date of the invoice.

 

8.15If the Customer fails to make any payment due to Aonix Limitedunder the Agreementby the due date for payment, then the Customer shall pay interest on the overdue amount at the rate of 4% per cent per annum above Barclays Bankplc’s base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Customer shall pay the interest together with the overdue amount.8.16The Customer shall pay all amounts due under the Agreementin full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law). Aonix Limitedmay at any time, without limiting its other rights or remedies, set off any amount owing to it by the Customer against any amount payable by Aonix Limitedto the Customer.8.17Aonix Limitedmay exercise a lien over any equipment or goods in Aonix Limited’ possession belonging to the Customer, for all monies payable by the Customer to Aonix Limited.8.18Any delay in Aonix Limitedraising an invoice for any Feesshall not prohibit Aonix Limitedfrom raising an invoice for the applicable Feesat a later date and the Customer shallpay such Fees.

 

8.19 Aonix Limitedreserves the right to make additional charges for paper billing, late payment, reconnection, non-direct debit payment methods and incorrect fault reporting bythe Customer. Such charges are in accordance with Aonix Limited’s Tariff.9.ADDITIONAL TERMS RELATING TO FEESFOR DATA SERVICES AND FIXED NETWORK SERVICES9.1The Feesfor the Fixed Network Services and the Data Services shall be as detailed in the Project Order(subject always to clause 8.7)and as otherwise determinedin accordance with the Agreement.

 

9.2 Feesfor line rental and associated services are payable from the HandoverDate monthly in advance by direct debit, or such other method as is specified in the Project Order.9.3The Customer shall pay for all Feesfor calls whether made by the Customer or any third party. Subject to clause 9.4, Aonix Limitedshall invoice the Customer monthly in arrears for all call Feesand the Customer shall pay such invoice within 14 days of the date of the relevant invoice by direct debit.9.4Notwithstanding clause 9.2and clause 9.3, Aonix Limitedreserves the right to invoice the customer for Feesat any time.9.5If Aonix Limitedsupplies the Customer with any temporary Data Services and/or Fixed Network Services, it may charge the Customer in advance for the whole period during which the temporary services are to be provided.9.6Aonix Limitedshall have the right tocharge a minimum fee for calls of not less than £4.50 per month in the event that the Customer’s call charges do not exceed this sum in any month.

 

10.CONFIDENTIALITY AND DATA PROTECTION10.1A party (receiving party) shall keep in strict confidence all technical or commercial know-how, specifications, or initiatives which are of a confidential nature and have been disclosed to the receiving party by the other party (disclosing party), its employees, agents or subcontractors, and any other confidential information concerning the disclosing party’s business, its products and services which the receiving party may obtain. The receiving party may disclose such of the disclosing party’s confidential information as is required to be disclosed by law, any governmental or regulatory authority or by a court of competent jurisdiction. This clause 10shall survive termination of the Agreement.

 

10.2The Customer agrees that Aonix Limitedmay use the Personal Data providedto Aonix Limitedto:(a)provide any Services;(b)perform Service Communications;(c)process payment for such Services; and(d)inform the Customer about similar products or services that Aonix Limitedor other members of itsgroup provide.10.3The Customer agrees that Aonix Limitedmay pass itsPersonal Data and other information about the Customer to credit reference agencies and that Aonix Limitedmay keep a record of any search obtained in respect of a Customer from a credit reference agency.11.LIMITATION OF LIABILITY11.1Nothing in theAgreementshall limit or exclude Aonix Limited’ liability for:(a)death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;(b)fraud or fraudulent misrepresentationby Aonix Limited; or(c)breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).11.2Subject to clause

 

11.1, Aonix Limitedshall not be liable to the Customer, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Agreementfor:(a)loss of profits;(b)loss of sales or business;(c)loss of agreements or contracts;(d)loss of anticipated savings;(e)loss of or damage to goodwill;(f)loss ofuse or corruption of software, data or information;(g)any indirect or consequential loss.11.3Subject to clause 11.1and clause 11.2, Aonix Limited’ total liability to the Customer, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with this agreement shall, in respect of all claims (connected or unconnected) in any consecutive 12 (twelve) month period, be limited to the equivalent of the total Feespaid by the Customer in that period for the Productsand/or the relevant Service in respect of which the claim arose.11.4The terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from this agreement.11.5If the Customer is a consumer, nothing in these Conditions shall prejudice its statutory rights. 11.6This clause 11shall survive termination of the Agreement.

 

12.TERMINATION12.1Without limiting its other rights or remedies, Aonix Limitedmay terminate the Agreement(in whole or in part) without further liability to the Customer by giving the Customer not less than 30 days written notice. 12.2Without limiting its other rights or remedies, Aonix Limitedmay terminate the Agreement(in whole orin part) with immediate effect by giving written notice to the Customer if:(a)the Customer commits a material breach of any term of the Agreementand (if such a breach is remediable) fails to remedy that breach within 10 Business Days of the Customer being notified in writing to do so;(b)the Customer 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 or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986 or (being a partnership) has any partner to whom any of the foregoing apply;(c)the Customer 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 (where a company) for the sole purpose of a scheme for a solvent amalgamation of the Customer withone or more other companies or the solvent reconstruction of the Customer;(d)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 Customer (being a company) other than for the sole purpose of a scheme for a solvent amalgamation of the Customer with one or more other companies or the solvent reconstruction of the Customer;(e)the Customer (being an individual) is the subject of a bankruptcy petition or order;(f)a creditor or encumbrancer of the Customer 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 its assets and such attachment or process is not discharged within 10 Business Days;(g)an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the Customer (being a company);(h)the holder of a qualifying floating charge over the assets of the Customer (being a company) has become entitled to appoint or has appointed an administrative receiver;(i)a person becomes entitled to appoint a receiver over the assets of the Customer or a receiver is appointed over the assets of the Customer;(j)any event occurs or a proceedings aretaken with respect to the Customer in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause

 

12.2(b)to clause 12.2(i)(inclusive);(k)the Customer suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of its business; (l)the Customer’s financial position deteriorates to such an extent that in Aonix Limited’s opinion the Customer’s capability to adequately fulfil its obligations under the Agreementhas been placed in jeopardy; or(m)the Customer (being an individual) dies or, by reason of illness or incapacity (whether mental or physical), isincapable of managing his own affairs or becomes a patient under any mental health legislation.12.3Without limiting its other rights or remedies, Aonix Limitedmay terminate the Agreement(in whole or in part) with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under the Agreementon the due date for payment and fails to pay all outstanding amounts within 30 Business Days after being notified in writing to do so. 12.4Without limiting its other rights or remedies, Aonix Limitedmay suspend provision of the Services under the Agreementor any other contract between the Customer and Aonix Limitedif the Customer becomes subject to any of the events listed in clause 12.2(b)to clause

 

12.2(m), or Aonix Limitedreasonably believes that the Customer is about to become subject to any of them, or a Customer direct debit instruction is refused or cancelled; or the Customer credit limit is exceeded; or if the Customer fails to pay any amount due under this Agreementon the due date for payment.13.CONSEQUENCES OF SUSPENSION OR TERMINATION13.1On suspension of the Agreement by Aonix Limited for any reason other than those detailed in clause 7.4 (d):(a)The Customer is placed “On Stop”;(b)No new Products and/or Services will be supplied (unless paid for in advance);(c)Existing Serviceswill be suspended or withdrawn which could include loss of outbound telecommunications, email routing, internet connection, access to the internet, backup and associated archiving of data, security protection -antivirus and spam filter protection and any other service provided by Aonix Limited, without recourse to Aonix Limited for any problems, loss of profit or other matter arising from this;(d)The Customer will be able to continue to contact Aonix Limited as per Aonix Limited’s Incident Management Policybut noaction will be progressed;

 

7of 7(e)The respective Agreement shall not come to an end and the Customer remains liable for all monthly (or other periodic) fees, due during the period of suspension;(f)Aonix Limited reserves the right to charge areconnection fee (Tariff, available at www.aonixlimited.com) which must be paid in full prior to the Services being resumed;(g)Aonix Limited maynot immediately reinstate credit facilities for the Customer, but will perform Aonix Limited’s Credit Qualification and Application Process(available at www.aonixlimited.com);(h)If Aonix Limited becomes entitled to terminate the Project Order for any reason, any sums then due to Aonix Limited will immediately become payable in full. Aonix Limited will seek the recovery of Products supplied and Aonix Limited equipment.13.2On termination of the Agreementfor any reason: (a)the Customer shall immediately pay to Aonix Limitedall of Aonix Limited’s outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, Aonix Limitedshall submit an invoice, which shall be payable by the Customer immediately on receipt; (b)the Customer shall return any Productswhich has not been fully paid for. If the Customer fails to do so, then Aonix Limitedmay enter the Customer’s premises and take possession of the Products. Until it has been returned, the Customer shall be solely responsible for the safe keeping of such Productsand will not use it for any purpose not connected with theAgreement;(c)the accrued rights, remedies, obligations and liabilities of the parties as at expiry or termination of the Agreementshall be unaffected, including the right to claim damages in respect of any breach of the Agreementwhich existed at or before the date of termination or expiry; and(d)clauses which expressly or by implication survive termination shall continue in full force and effect.

 

13.3Where the Customer is a Small Business Customer, the Customer may terminate anAgreementfor Fixed Network Services or Data Services at any time prior to commencement of the supply of such Services.14.FORCE MAJEURE14.1For the purposes of this Agreement, Force Majeure Eventmeans an event beyond the reasonable control of Aonix Limitedincluding but not limited to strikes, lock-outs or other industrial disputes (whether involving the workforce of Aonix Limitedor otherwise), failure of a utility service (including without limitation street cabling, network or infrastructure failure or fault), failure of a transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction(especially that from OFCOM or its successors) , accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers, subcontractors or utility suppliers. 14.2AonixLimitedshall not be liable to the Customer as a result of any delay or failure to perform its obligations under this Agreementas a result of a Force Majeure Event.14.3If the Force Majeure Event prevents Aonix Limitedfrom providing any of the Services for more than 10 Business Days, Aonix Limitedshall, without limiting its other rights or remedies, have the right to terminate this Agreementimmediately by giving written notice to the Customer.15.

 

GENERAL15.1Assignment and other dealings:(a)Aonix Limitedmay at anytime assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights under the Agreement(in whole or in part) and may subcontract or delegate in any manner any or all of its obligations under the Agreementto anythird party or agent.(b)The Customer shall not, without the prior written consent of Aonix Limited, assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Agreement.15.2Notices:(a)Any notice required or permitted to be given by either party to the other under these terms and conditions shall be in writing addressed to the other party at its registered office or principal place of business or such other address as mayat the relevant time have been notified pursuant to this provision to the party giving notice.(b)Any notice or other communication to be given under the Project Order shall be delivered personally or sent by first-class pre-paid post.(c)For avoidance of doubtnotices sent to Aonix Limited should be sent to (subject to written confirmation within a specific Project Order): Aonix Limited, c/o Forshaws, Railex Business Centre, Crossens Way, Marine Drive, Southport, PR9 9LY. United Kingdom. For the attention of: Mark Fletcher.(d)All such notices or other communications shall be deemed to have been served as follows:(i)If delivered personally, at the time of such delivery;(ii)If sent by first-class pre-paid post, three English business days (Saturdays, Sundays and United Kingdom Bank Holidays and public holidays excluded) after being placed in the post; or(iii)If sent by facsimile three business days after the postal confirmation has been placed in the post;(e)Aonix Limited will NOT accept any notices via electronic email or facsimile

 

15.3 Severance:(a)If any provision or part-provision of the Agreementis or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible,the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Agreement.(b)If any provision or part-provision of this Agreementis invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.

 

15.4Waiver: A waiver of any right under the Agreementor law is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy provided under the Agreementor by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict its further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy. 15.5No partnership or agency:Nothing in the Agreementis intended to, or shall be deemed to, establish any partnership or joint venture between the parties, nor constitute either party the agent of the other for any purpose. Neither party shall have authority to act as agent for, or to bind, the other party in any way.

 

15.6 Third parties:A person who is not a party to the Agreementshall not have any rights to enforce its terms.15.7Variation:Except as set out in these Conditions, no variation of the Agreement, including the introduction of any additional terms and conditions, shall be effective unless it is agreed in writingin a replacement Agreement reflecting the variation and signed by both parties. For the avoidance of doubt, no party shall be obliged to effect a variation until it has been formally accepted and agreed as above. Aonix Limited reserves the right to make changes to these Conditions from time to time. 15.8Information about Aonix Limited:Aonix Limitedoperates the website www.aonixlimited.com. Aonix Limitedis Aonix Limited,a company registered in England and Wales under company number 03269335with its registered office at c/o Forshaws Chartered Accountants,Railex Business Centre, Crossens Way, Marine Drive. Southport. PR9 9LY. Aonix Limited’sVAT number is 686068006. Please refer to Aonix Limited’ website at www.aonixlimited.comfor information about how to contact us. 15.9Dispute resolution:The Customer mustnotify any complaints or disputes to Aonix Limitedin accordance with its Complaints and Dispute Resolution Procedure available at www.focus-grp.co.uk. Aonix Limitedshall use reasonable endeavours to resolve any complaint or dispute. Further information concerning the Customer’s rights in relation to any dispute or complaint are specified in the Complaints and Dispute Resolution Procedure.

15.10 Governing law: TheAgreement, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with the law of England and Wales.15.11Jurisdiction: Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with theAgreementor its subject matter or formation (including non-contractual disputes or claims).