Legal

Fixed Network and Data Terms and Conditions

The terms under which ArmourTel supplies fixed network services and equipment to business customers.

The Customer’s attention is particularly drawn to the provisions of clauses 4.6, 5.3 and 6.3 (Contract Extension and Renewals), clause 5.17 and 6.18 (Early Termination Charges), clause 8.20 (Carrier Fee), clause 9.6 (Minimum Account Fee), and clause 11 (Limitation of Liability).

INTERPRETATION
1. Definitions. In these Conditions, the following definitions apply:
  - Business Day: a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business.
  - Carrier: the relevant third party telecommunications operator or network service provider.
  - Charges: the applicable charges payable by the Customer for the supply of any Services and/or Equipment in accordance with clause 8.
  - Commencement Date: means the date on which ArmourTel shall start to provide the Service which shall mean in the case of:
    1. Maintenance Services: the Installation Date or, where ArmourTel has not contracted with the client to install Equipment, the date specified as the Commencement Date for the Maintenance Services;
    2. Fixed Network Services: the Handover Date in respect of those Fixed Network Services; and
    3. Data Services: the relevant Handover Date in respect of those Data Services.
  - Conditions: these terms and conditions as amended from time to time in accordance with clause 15.7.
  - Connection Date: means in 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 ArmourTel.
  - Contract: the contract between ArmourTel and the Customer for the supply of any Services and/or goods in accordance with these Conditions, the Order and any Service Specific Conditions.
  - Contract Date: the date on which a Contract between the Customer and ArmourTel is formed pursuant to clause 2.2.
  - Customer: the person or firm specified as such in the Order Form who contracts to purchase Services from ArmourTel.
  - Customer Default: has the meaning given to it in clause 7.3.
  - Data Protection Legislation: all applicable data protection and privacy legislation in force from time to time in the UK, including the UK GDPR (as defined in section 3(10) of the Data Protection Act 2018), the Data Protection Act 2018, and the Privacy and Electronic Communications Regulations 2003 (PECR).
  - Data Services: the data services to be provided by ArmourTel to the Customer as described in the Order.
  - Delivery: has the meaning given in clause 4.2.
  - Equipment: the equipment as set out in the Order Form.
  - Estimated Installation Date: the date on which ArmourTel estimates that the Equipment will be installed.
  - Extended Term: in relation to a Contract for Maintenance Services, Fixed Network Services, or Data Services, the successive 12-month extension periods applicable to non-Small Business Customers under clauses 4.6(a), 5.3(a), and 6.3(a).
  - Fixed Network Services: the voice services to be provided by ArmourTel to the Customer as specified in the Order Form.
  - Handover Date: means the date when Fixed Network Services or Data Services are available for use by the Customer with ArmourTel as supplier.
  - Cloud Telephony Seat Licence: a sub-licence granted by ArmourTel to the Customer for a hosted product for use in connection with Fixed Network Services.
  - Installation Date: the date on which the Equipment is installed.
  - Maintenance Services: the maintenance services to be provided by ArmourTel to the Customer as described in the Order.
  - Minimum Term: the minimum contract period applying to Services as specified in the Order Form, or if unspecified, 36 months commencing on the Commencement Date.
  - OFCOM: the Office of Communications or any successor regulatory body.
  - Order / Order Form: the document setting out the Services requested by the Customer and executed by or on behalf of the Customer.
  - Services: any or all Installation Services, Maintenance Services, Fixed Network Services, and/or Data Services supplied by ArmourTel (excluding DNS/mail server provision).
  - Service Specific Conditions: any policies or terms specified in the Order Form or incorporated by reference.
  - Site: the Customer’s place of business specified in the Order Form where Services are to be provided.
  - Small Business Customer: a Customer identified on the Order Form as not being a communications provider and who has 10 or fewer individuals working for that Customer (whether as employees, volunteers, or otherwise).
  - Tariff: the standard tariff published at billing.armour.tel as amended from time to time.
  - VOIP: Voice Over Internet Protocol.
2. Construction. The rules of construction in the original text apply, except that writing includes email but excludes fax.
BASIS OF CONTRACT
1. The Order Form constitutes an offer by ArmourTel to provide Services and/or Equipment in accordance with these Conditions.
2. The Contract comes into existence when ArmourTel receives the signed Order Form (physically or electronically). Offers expire after 12 months if unsigned.
3. The Contract constitutes the entire agreement between the parties.
4. Each order for Maintenance, Data, or Fixed Network Services constitutes a separate Contract.
SUPPLY OF SERVICES
1. ArmourTel shall supply Services using reasonable care and skill. Delivery dates are estimates only; time shall not be of the essence.
TERMS APPLICABLE TO EQUIPMENT AND MAINTENANCE SERVICES
1. Risk in Equipment passes on Delivery. Title passes only upon full payment of all sums due for Equipment and Installation.
2. Initial Term and Renewal for Maintenance Services:
  1. Non-Small Business Customers: Supply of Maintenance Services continues for the Minimum Term and shall automatically extend for successive 12-month periods (Extended Term) unless either party gives at least 90 days’ written notice prior to the end of the Minimum Term or current Extended Term.
  2. Small Business Customers: Upon expiry of the Minimum Term, the Maintenance Services Contract shall automatically continue on a rolling 30-day basis, terminable by the Customer on 30 days’ written notice.
3. Maintenance does not cover fair wear/tear, user error, power fluctuations, unauthorized alterations, or third-party carrier failures.
4. If the Customer terminates Maintenance Services before the expiry of the Minimum Term or Extended Term, the Customer shall pay an Early Termination Charge equal to 80% of the remaining service fees for the unexpired portion of the term.
TERMS APPLICABLE TO FIXED NETWORK SERVICES
1. Initial Term and Renewal for Fixed Network Services:
  1. Non-Small Business Customers: Fixed Network Services continue for the Minimum Term and shall automatically extend for successive 12-month periods (Extended Term) unless either party gives at least 90 days’ written notice prior to the end of the Minimum Term or current Extended Term.
  2. Small Business Customers: Upon expiry of the Minimum Term, the Contract shall automatically continue on a rolling monthly basis, terminable by the Customer on 30 days’ written notice.
2. Customer accepts full liability for all call charges incurred, including fraudulent or unauthorized usage originating from its PBX, networks, or equipment.
3. Early Termination Charges for Fixed Network Services: If the Customer terminates the Contract after the Handover Date in breach of contract prior to the end of the Minimum Term or Extended Term (or if ArmourTel terminates due to Customer Default):
  1. The Customer shall pay 80% of the fixed recurring line rental charges for the remainder of the unexpired term; plus
  2. An amount equal to 20% of the Customer’s average monthly call spend over the 3 full calendar months immediately preceding termination, multiplied by the remaining months in the unexpired term.
  3. The Customer agrees these sums represent a genuine pre-estimate of loss and lost profit margin, and do not constitute a penalty.
TERMS APPLICABLE TO DATA SERVICES
1. Initial Term and Renewal for Data Services:
  1. Non-Small Business Customers: Data Services continue for the Minimum Term and shall automatically extend for successive 12-month periods (Extended Term) unless either party gives at least 90 days’ written notice prior to the end of the Minimum Term or current Extended Term.
  2. Small Business Customers: Upon expiry of the Minimum Term, the Contract shall automatically continue on a rolling monthly basis, terminable by the Customer on 30 days’ written notice.
2. Early Termination Charges for Data Services: If a Customer terminates Data Services in breach of contract after the Connection Date but before term expiration, the Customer shall pay an Early Termination Charge equal to 80% of the recurring monthly charges due for the remainder of the unexpired term, less any wholesale cost reductions secured by ArmourTel from upstream line providers.
CUSTOMER OBLIGATIONS & FRAUD LIABILITY
1. Customer must provide access, accurate information, and secure its systems against toll fraud, PBX hacking, and unauthorized use.
2. ArmourTel is not liable for charges resulting from fraudulent or unauthorized use; Customer remains 100% liable for all resulting usage charges.
CHARGES AND PAYMENT
1. Invoices are due within 14 days. Interest accrues on late payments at 4% above HSBC base rate per annum.
2. ArmourTel reserves the right to increase Charges by giving 30 days’ notice. If the increase is a standard discretionary price rise, the Customer may terminate within 14 days without penalty. Pass-through wholesale or regulatory price increases shall not grant the Customer a cancellation right.
3. Carrier Fee: All invoices issued by ArmourTel shall include a mandatory Carrier Fee of 20% applied to all calls, services, lines, seat licenses, and service bundles. This fee represents an administrative overhead and network cost charge and shall be itemized on customer billing statements.
ADDITIONAL TERMS RELATING TO CHARGES FOR DATA SERVICES AND FIXED NETWORK SERVICES
1. The Charges for the Fixed Network Services and Data Services shall be detailed in the Order Form and Tariff.
2. Line rental and recurring fees are payable monthly in advance via direct debit.
3. Call charges are billed monthly in arrears and payable via direct debit.
4. Minimum Platform Charge: A minimum platform maintenance fee of £10.00 (plus VAT) per month shall apply to every account on the hosted telephony platform. In the event that a Customer's aggregate monthly spend on calls and platform services does not reach £10.00, ArmourTel shall charge a top-up fee equal to the difference to ensure the minimum £10.00 account maintenance threshold is satisfied.
CONFIDENTIALITY AND DATA PROTECTION
1. Both parties shall comply with all applicable requirements of the Data Protection Legislation. Personal Data processed under this Contract shall be handled strictly in accordance with ArmourTel’s Privacy Policy.
LIMITATION OF LIABILITY
1. Nothing limits liability for death, personal injury caused by negligence, or fraud.
2. Subject to 11.1, ArmourTel shall not be liable for loss of profits, loss of business, loss of data, or any indirect/consequential losses.
3. ArmourTel’s total liability in any 12-month period is capped at 100% of the total Charges paid by the Customer in that period for the Service giving rise to the claim.
TERMINATION & SUSPENSION
1. ArmourTel may suspend or terminate the Contract immediately upon written notice if the Customer fails to pay overdue sums, enters insolvency, or commits a material breach.
GENERAL
1. Governing Law & Jurisdiction: Governed by English law; exclusive jurisdiction of the Courts of England and Wales.
2. Business Ownership: ArmourTel is the trading name of Jamie Armour, 20 Thurlow Gardens, Wembley, Middlesex, HA0 2AQ.