PSTN, ISDN and ISDN30 Terms and Conditions

1. Definitions
“TSI” means Telephone Systems Installations Limited whose registered office is at 151 Business Design Centre, Upper Street, London, N1 0QH. Registered in England and Wales with Company Registration Number: 3406791 and VAT Number: GB701 9866 25. TSI and TSI Voice & Data are trading names of Telephone Systems Installations Ltd.
“Customer” means the business that places the order and uses the services.
“Service” means the installation, connection and supply of an ADSL or FTTC (Fibre-To-The-Cabinet) or FTTP (Fibre-To-The-Premises) broadband service at the Site.
“Telephone Line” means the telecommunications circuit that the Customer uses to obtain telecommunications services over the public switched telephone network at the Site as notified by the Customer to TSI.
“Agreement” means these Terms, together with the order form.
“Third Party” means any company that TSI may use to deliver the Service
“Commencement Date” means the date when the Service is activated at the site.
“Consumer” means a person who enters into a contract other than in the course of a business.
“Customer Equipment” means the apparatus belonging to the customer not forming part of the TSI Equipment but which may be connected to the TSI Equipment.
“Sales Quote” means the Sales Quotation provided in advance of an order to detail prices.
“Order form” means the TSI Broadband Order Form, written customer order or e-mailed customer order.
“TSI Price List” means the TSI price list in force from time to time and available on the TSI website at www.tsicomms.co.uk
“TSI Equipment” means any apparatus or equipment provided by TSI or any Third Party to the customer at the Site to enable provision of the Service under this Agreement.
“Site” means the Customer address where the Service is to be received
“BT Distribution Point” means Network Termination Point as defined in clause 8.

2. Commencement and Duration
2.1. This Agreement will commence on the Commencement Date and shall continue for an initial minimum period as agreed in the Sales Quote or Order Form.

3. Provisions of the Service
3.1. This agreement covers the provision by TSI to you of our telecommunication services. We may vary these Terms and Conditions at our discretion and at any time by giving you not less than 42 calendar days written notice in advance inclusive of the date of posting. If you have subscribed to TSI Voice & Data broadband, a separate agreement will be sent to cover the terms.
3.2. Our service to you includes:
3.2.1. installation or takeover and rental of a fixed telephone line;
3.2.2. the facility to make or receive phone calls including the ability to send or receive information for example, from computers using your telephone line;
3.2.3. any other facilities such as caller display that we agree to give you; and
3.2.4. one phone number for each fixed telephone line that you rent from us, which we will publish (with your details) in your local BT Phone Book and make available on Directory Enquiries Service if requested

4. When the service starts
4.1. For new line installations, we will agree a date with you for installation. If you cancel any appointment for the installation of your service after 12.00pm on the day before we agree to install your telephone line, you may be liable to pay a missed appointment charge. We will begin the service once any work we need to do is completed on that date (service start date). For line transfers, we will normally transfer the line from your current provider within ten working days. The time taken to port numbers from some other networks varies.

5. How we provide the Services to you
5.1. TSI provides services via WLR and/or a Third Party. WLR means that TSI will bill you for line rental of your Openreach line and Openreach will continue to maintain your line from the exchange to your premises and fix any faults that may occur.
5.2. You acknowledge that in order to avoid delays occurring in the ordering process, TSI will need to be notified by Openreach of any products or services presently in use on your line that are incompatible with the WLR or NGN service. BT or other network providers are under a strict duty not to disclose information about a customer’s telephone services to a third party unless the customer has consented to such disclosure. In entering into this agreement you give consent to BT or other network providers to disclose such information to TSI. You also give TSI authority to act as your agent to arrange connection onto TSI services. If TSI is unable to take over the billing of your line rental, for whatever reason, you hereby authorise us to carry your phone calls only through CPS (see Clause 7).

6. Telephone Numbers
6.1. The Customer does not own any number or have the right to sell the number(s) related to the Service.
6.2. Numbers are not guaranteed until installation

7. Carrier pre-selection (CPS)
7.1. CPS is the routing of your services through a carrier other than BTTM. Your phone line(s) are still maintained by Openreach engineers but the calls are carried on another network. We may select and at any time change any carrier or other service provider for the purposes of providing the CPS. You hereby irrevocably authorise us to give all notices, nominations and other authorisations necessary for us to provide the CPS service.

8. Network Termination Point (NTP)
8.1. The demarcation point or Network Termination Point (NTP) is the end of the Openreach network. It is the point at which Openreach can test to see whether the line is working and to which the end users can connect their wiring and equipment.
8.2. The Network Termination Point will comprise one of the following:
8.2.1. an external Network Termination Equipment (NTE); or
8.2.2. a single or multi-line internal NTE (there are different types but the NTE5a is the standard used in most homes and businesses and the most commonly referred to); or
8.2.3. a single or multi-line termination box (Distribution Point), sometimes this is also referred to as a Network Test and Termination Point (NTTP); or
8.2.4. a frame; or
8.2.5. a temporary capacitor (occasionally used on new build sites as a temporary measure until service is required).
8.3. The NTP will be located at the end user’s premises as set out below:
8.3.1. At the point at which the network cable arrives on the exterior of the premises but no higher than 1.5m above ground level; or
8.3.2. An agreed point up to a maximum of one hour’s work for WLR3 Basic, MPF and SLU-MPF or two hours’ work for WLR3 Premium from the point the line has been connected to the premises and the engineer commences work within the end user’s premises after having previously agreed the location of the NTP with the end user. If the Customer has stated a Required Location for BT Distribution Point in section 3 it is the Customer’s onsite representatives responsibility to ensure that the engineer complies with this agreed point.
8.4. Where further wiring is required to meet the end user’s preferred NTP location exceeding the times specified above, this can be ordered from TSI Voice & Data on a Time Related Charges basis.
8.5. Flexible Demarcation applies to the provision of new lines only. No retrospective changes will be made to the NTP of existing lines, other than where judged necessary for engineering reasons when an engineer is called out to repair, convert or relocate a line.

9. Termination [After Minimum Term]
9.1. This agreement will have the duration specified in section 4 “Initial Length of Service”, and The Customer may terminate this Agreement after the initial term by giving 30 days written notice to TSI.
9.2. If the agreement is terminated without notice you will:
9.2.1. Immediately pay any outstanding invoices and rental charges for the remaining period of the contract.
9.2.2. Reimburse TSI for any costs paid by TSI towards the cost of releasing you from your contractual obligations with BT or any other network provider prior to transferring TSI’s service (if applicable)
9.2.3. Reimburse TSI for the cost of any equipment provided free of charge (if applicable)
9.2.4. Pay us (in addition to clauses 9.2.1 and 9.2.2) a minimum disconnection fee of 1 (one) month’s rental should you terminate your contract without notice or in breach of 9.1.
9.3. Either party may terminate this Agreement or the Service provided under it immediately, on notice, if the other:
9.3.1. commits a material breach of this Contract, which is capable of remedy, and fails to remedy the breach within 15 days of a written notice to do so;
9.3.2. commits a material breach of this Contract which cannot be remedied;
9.3.3. is repeatedly in breach of this Contract; or
9.3.4. is the subject of a bankruptcy order, or becomes insolvent, or makes any arrangement or composition with or assignment for the benefit of their creditors, or goes into voluntary (otherwise than for reconstruction or amalgamation), or compulsory liquidation or a receiver or administrator is appointed over their assets.
9.4. TSI may terminate this Agreement immediately upon written notice to the Customer if:
9.4.1. TSI is informed a Third Party supporting the Service that the Third Party is required to cease the Service by a competent regulatory authority; or
9.4.2. A Third Party supporting the Service ceases to do so for whatever reason or changes the terms its provision of telecommunications services to TSI for the Service beyond the reasonable control of TSI;
9.4.3. the Customer fails to comply with any of the material terms or conditions of the Agreement and the Customer does not remedy such failure within 15 days of a request to do so.
9.5. Upon termination of this Agreement to Customer shall immediately stop using the Service and the Customer right to use the Service shall immediately terminate.
9.6. If either party delays in acting upon a breach of this Agreement that delay will not be regarded as a waiver of that breach. If either party waives a breach of this Agreement that waiver is limited to that particular breach.

10. Charges
10.1. The charges for the Service will be calculated in accordance with the TSI Sales Quote and TSI Price List. Charging will begin on the Commencement Date for the Service. Charges will be calculated in accordance with details recorded by, or on behalf of, TSI
10.2. Charges are calculated from data recorded by us and not from your own records.
10.3. The Customer will pay the charges within 14 days of the date of TSI’s invoice. TSI may charge daily interest on late payments at a rate equal to 4% per annum above the base-lending rate of NatWest Plc. and/ or a £15 administration fee is applicable to late payments.
10.4. Where a direct debit is unpaid due to insufficient funds or cancellation, a £6.84 administration charge will be included on your next monthly bill.
10.5. A Charge of £6.84 may be charged for restricting out going calls due to late payment of an invoice. A charge of up to £20 will be added to your next bill to reinstate services suspended due to continued non-payment of and invoice. We may lower our prices and will endeavour to inform you at least 14 days in advance of any such change. If, during the first 12 months of this agreement, we are forced to increase our call charges to an extent greater than the increase in the Retail Price Index for the relevant period, you may end this agreement without paying the disconnection fee and transfer to your chosen provider.
10.5.1. All TSI charges are subject to VAT at the prevailing rate (currently 20.0%).
10.5.2. Line rental, service charges and call packages are billed one month in advance.
10.5.3. TSI will charge £109.99 + VAT to reinstate lines that have been ceased due to non-payment.
10.5.4. TSI may also make an additional charge (on the basis of additional charges detailed in the TSI Price List), on its own behalf or on behalf of BT or Gamma in the following circumstances: -
10.6. an abortive visit charge may be incurred where incorrect information supplied by the Customers means it is technically impractical to provide the line;
10.7. where TSI or s Third Party are unable to gain access to the Site to carry out installation of the Service or the installation is aborted an abortive visit charge may be payable;
10.8. where certain order information provided by the Customer is illegible, inaccurate or incomplete an administration fee will be charged;
10.9. where TSI or a Third Party provide the support to the Customer outside its normal support times in supply of the Service;
10.10. Prices quoted are dependent on payment by Direct Debit and will not commence until a Direct Debit Instruction is received; alternative prices, which may be higher, may be charged until a Direct Debit Instruction is received.

11. Pricing conditions
11.1. Local & National calls are numbers beginning 01, 02 and 03 only and do not include Non-geographic numbers (0845, 0870 etc), premium rate numbers (09xx) and Internet access numbers.
11.2. Mobile call rates refer to calls to EE (T-Mobile, Orange), Vodafone, O2 and 3 only.
11.3. International rates charged under the calling card package are billed per minute.
11.4. Connection charges, where applicable, are applied to all calls unless they are part of an inclusive call package or call to free-phone numbers. A full TSI price list is available on request.

12. Customer Obligations
12.1. TSI agree to provide you with the service as specified on the Order Form subject to the provisions of this agreement. Any breach of your responsibilities may result in the suspension or termination of your service without notice. You agree:
12.1.1. To use the services in accordance with this agreement, any instructions given by us from time to time and any laws, regulations and licenses which apply to the use by you of the services.
12.1.2. Not to allow an alternative supplier to override or bypass our service either through the installation of equipment or through the Openreach local exchange.
12.1.3. To be responsible for ensuring contract termination with any previous supplier and paying any costs incurred due to breach of an existing supplier contract.
12.1.4. To be responsible for any engineering reprogramming costs or equipment removal costs that may be required to terminate the service of any previous supplier.
12.1.5. Not to use the service to transmit any material which may be abusive, offensive, obscene, indecent, menacing, defamatory or which might cause annoyance, inconvenience or needless anxiety to anyone or to commit a fraud or other criminal offence.

13. Repairs to service
13.1. Openreach will maintain your line and will continue to fix any faults that may occur. If you have broadband on the line, other network providers may have to repair faults at the exchange level. We will use our best endeavours to correct any defect or fault in the services provided to you as rapidly as possible. Technical support is available on 0808 178 9595 or support@tiscomms.co.uk
13.2. TSI reserves the right to apply £170 + VAT engineering call out charge if a fault is found to be on your own equipment or caused by accidental damage. Additional time related charges and replacement equipment costs may also be added.
13.3. Care Level 2 (included as standard in line rental): Openreach aim to clear by 23.59 next day, Monday to Saturday, excluding Public and Bank Holidays. For example, report Tuesday, clear Wednesday
13.4. Care Level 3: Report 13.00, Openreach aim to clear by 23.59 same day. Report after 13.00 clear by 12.59 next day, seven days a week, including Public and Bank Holiday
13.5. Care Level 4: Openreach aim to clear within 6 hours, any time of day, any day of the year.

14. Suspension of service
14.1. We may suspend the service (without being liable to compensate you):
14.1.1. In the event of a local or national emergency.
14.1.2. To comply with a request from a government or other competent authority.
14.1.3. To protect or provide service to rescue or other essential services or otherwise.
14.1.4. To maintain the quality of our services.
14.1.5. If we reasonably believe that you will fail to pay any amount due to us (whether or not we have issued you an invoice).
14.1.6. If an event occurs which is beyond our reasonable control.
14.1.7. If you break any part of this agreement.
14.1.8. If we have good reason to suspect fraudulent activity or misuse of our services or any other breach by you of this agreement.

15. Customer Requirements
15.1. To allow the installation and use of the TSI Equipment at the Site, the Customer will at the Customer’s own expense:
15.1.1. obtain all necessary consents, including consents for any necessary alterations to buildings;
15.1.2. take up or remove, any fitted or fixed door coverings, ceiling tiles, suspended ceiling or partition covers, as TSI or a Third Party advises are necessary, and carry out afterwards any making good or decorator’s work required; and
15.1.3. provide any electricity and connection points required by TSI or a Third Party.
15.2. The criteria above must be completed in advance of any installation work.
15.2.1. The TSI Equipment shall remain the property of TSI or the supplier of such equipment (including a Third Party) and the customer shall at all times make clear to third parties that the same is the property of TSI or a third party supplier of such equipment. TSI may modify, substitute, renew or add to the TSI Equipment from time to time at its absolute discretion.
15.2.2. TSI shall supply the Customer with the relevant information to enable the Customer suitably to prepare the Site for delivery and installation of the TSI Equipment. The Customer shall at their own expense provide suitable accommodation, assistance, facilities and environmental conditions for the TSI Equipment and all necessary electrical and other installations and fittings.
15.2.3. A secure electricity supply is required at the Premises for the installation, operation and maintenance of the TSI Equipment at such points and with such connections as specified by TSI. Unless otherwise agreed, this power supply is to be provided by the Customer. TSI shall not be responsible for interruption or failure of the Services caused by a failure of such power supply.
15.2.4. The Customer is responsible for the TSI Equipment and must not add to, modify or in any way interfere with it nor allow anyone else (other than someone authorised by TSI) to do so. The Customer will be liable to TSI for any loss of or damage to the TSI Equipment, except where such loss or damage is due to fair wear and tear or is caused by TSI, or anyone acting on TSI’s behalf.
15.2.5. Any Customer Equipment connected to or used with the Service must be connected and used in accordance with any instructions, safety and security procedures applicable to the use of that equipment.
15.3. Any equipment which is attached (directly or indirectly) to the Service must be technically compatible with the Service and approved for that purpose under any relevant legislation or telecommunications industry standards.
15.3.1. To enable TSI out carry out its obligations under this Agreement, the Customer will at all reasonable times provide TSI employees, and anyone acting on TSIs behalf including a Third Party, who produces a valid identity card, with access to any Site and any other premises outside of TSI’s control. TSI will normally only require access during its usual working hours but may, on reasonable notice, require the Customer to provide access at other times. TSI may agree to work outside its usual working hours, but the Customer must pay TSI’s additional charges for doing so as detailed in Clauses and the TSI Price List.
15.3.2. If through no fault of TSI, TSI is unable to carry out an installation at, or gain access to, the Site or the installation is aborted, TSI will notify the Customer Nominated Contact and may raise an abortive visit charge.
15.3.3. The Customer hereby irrevocably gives permission to TSI or a Third Party and its employees, agents or contractors to:
15.4. execute any works on the Premises for, or in connection with, the installation, maintenance, or removal of the TSI Equipment;
15.5. keep and operate telecommunication apparatus installed on, under or over the premises;
15.6. enter the Premises to inspect any telecommunication apparatus kept on, the Site or elsewhere for the purposes of providing the Service. Where this Agreement or the Service is terminated for any reason TSI or a Third Party will be entitled to enter the Site to remove the TSI Equipment installed there.
15.7. The Customer undertakes: -
15.7.1. to comply with all instruction TSI may notify to the Customer for use of the TSI Equipment;
15.7.2. not to allow the TSI equipment to be repaired or maintained other than by an authorised representative of TSI;
15.7.3. not to damage the TSI Equipment and not to add, modify or in any way interfere with the TSI Equipment;
15.7.4. not to attempt to sell the TSI Equipment;
15.7.5. not to remove any identification mark affixed to the TSI Equipment showing that it is the property of TSI or other third party supplier of such equipment.
15.7.6. The Customer shall be responsible for the repair and maintenance of any Customer Apparatus used in order to obtain or use the Service.

16. Support of the Service
16.1. Technical support for the service is available by phoning 0808 178 9595 or by sending an e-mail to support@tsicomms.co.uk. Technical support is available during normal TSI office hours (9am to 5pm, Monday to Friday)

17. Intellectual Property Rights
17.1. The Customer acknowledges that the Customer shall have no rights to any intellectual property rights arising as a result of any use of the Service.
17.2. Any and all intellectual property rights used or embodied in or in connection with the Service shall be and remain the sole property of TSI or TSI’s licensors. No title or intellectual property rights therein or in any modification or extension thereof shall pass to the Customer unless specifically stated under the Agreement.
17.3. The Customer acknowledges such title, interest and rights and the Customer shall not take any action to jeopardize, limit or interfere in any manner with TSI’s (or any third party suppliers’) title, interests or rights with respect to the Service, including but not limited to, using TSI’s or BT’s or Gamma’s trademark or trade name.
17.4. Where software is provided to enable the Customer or to use the Service, TSI grants the Customer, for the duration of this Agreement, a nonexclusive, non-transferable license to use the software for that purpose.

18. Warranties
18.1. The Service will be provided without warranty or representation of any kind, whether express or implied TSI disclaims and excludes all such warranties and representations including without limitation any warranty or representation that the Service is free of defects, of satisfactory quality, fit for a particular purpose or non-infringing of third party rights. The Customer accepts all risks and liabilities associated with the use of the Service.

19. Limitation of Liability
19.1. Nothing in this Agreement shall exclude or limit liability for death or personal injury resulting from the negligence of either party or their servants, agents or employees.
19.2. Neither party shall be liable in contract, tort, precontact or other representations (other than fraudulent or negligent misrepresentations) arising out of or in connection with this Agreement for;
19.3. any economic losses (including, without limitation, loss of revenues, profits, contracts, or business); or
19.4. any special, indirect or consequential losses or any destruction of data, arising out of or in connection with the provisions of this Agreement.
19.5. Subject to Clauses 19.1 and 19.2 TSI’s liability to the Customer in contract, tort, negligence, pre-contact or other representations arising out of or in connection with this Agreement or the performance or observation of its obligations under this Agreement shall be limited in aggregate to the charges paid, by the Customer under this Agreement.
19.6. Each provision of this Agreement, excluding or limiting liability, operates separately. If any part is held by a court to be unreasonable or inapplicable, the other parts shall continue to apply.
19.7. The customer indemnifies TSI and its suppliers including a Third Party including BT and Gamma and Wavenet against any claims or damages arising from the Customers access to the use of the Service and any information, data or material produced, transmitted or downloaded on the Service.

20. Force Majeure
20.1. If either party is unable to perform any obligation under this Agreement because of a matter beyond that party’s reasonable control such as lightning, flood, exceptionally severe weather, fire, explosion, war, civil disorder, industrial disputes (whether or not involving the party’s employees), or acts of local or central Government or other Competent authorities or events beyond the reasonable control of that party’s suppliers, the party will have no liability to the other for that failure to perform.
20.2. If any of the events detailed in paragraph 20.1 continue for more than 3 months either party may serve notice on the other terminating this Contract.

21. Confidentiality
21.1. The parties will keep in confidence any information (whether written or oral) of a confidential nature (including software and manuals) obtained under or in connection with this Agreement or the Service and will not without the written consent of the other party disclose that information to any person (other than their employees or professional advisors, or in the case of TSI the employees of TSI or their suppliers, who need to know the information).
21.2. This Clause 21.1 will not apply to:
21.2.1. any information, which has been, published other than through a breach of this Agreement;
21.2.2. information lawfully in the possession of the recipient before the disclosure under this Agreement took place;
21.2.3. information obtained from a third party who is free to disclose it; and
21.2.4. information, which a party is, requested to disclose and, if it did not, would be required by law to do so.
21.2.5. This Clause 21.1 will remain in effect for 2 years after the termination of this Agreement.

22. Data Protection
22.1 For the purposes of this clause:
22.1.1 “Applicable Data Protection Legislation” shall mean (a) the Data Protection Act 1998; or (b) from 25th May 2018, the GDPR, read in conjunction with and subject to any applicable UK national legislation that provides for specifications or restrictions of the GDPR’s rules; or (c) from the date of implementation, any applicable legislation that supersedes or replaces the GDPR in the UK or which applies the operation of the GDPR as if the GDPR were part of UK national law, which may include the Data Protection Act 2018;
22.1.2 “GDPR” shall mean the General Data Protection Regulation (EU) 2016/679; and
22.1.3 “Personal Data”, “Data Controller”, “Data Processor”, “Data Subject”, and “processing” (and other parts of the verb ‘to process’) shall have the meaning set out in the Applicable Data Protection Legislation.
22.2 Each party shall comply at all times with its respective obligations under the provisions of the Applicable Data Protection Legislation and shall not perform its obligations under this Agreement in such a way as to cause the other to breach any of its applicable obligations under Applicable Data Protection Legislation.
22.3 In the event TSI provides a service then TSI processes Personal Data on behalf of the Customer and for such purposes TSI is the Data Processor and the Customer is the Data Controller. In connection with such processing TSI shall:
22.3.1 process the Personal Data only on documented instructions from the Customer and in accordance with this Agreement;
22.3.2 ensure that persons authorised to process the Personal Data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality and take steps to ensure that such persons only act on TSI’s instructions in relation to the processing;
22.3.3 implement appropriate technical and organisational measures to protect the Personal Data against unauthorised or unlawful processing and against accidental loss, destruction, damage, alteration or disclosure. These measures shall be appropriate to the harm and risk which might result from any unauthorised or unlawful processing, accidental loss, destruction or damage to the Personal Data and having regard to the nature of the Personal Data which is to be protected (and the Customer shall notify TSI immediately if the nature of such Personal Data changes in a material way);
22.3.4 remain entitled to appoint third party sub-processors. Where TSI appoints a third party sub-processor, it shall, with respect to data protection obligations:
(a) ensure that the third party is subject to, and contractually bound by, at least the same obligations as TSI; and
(b) remain fully liable to the Customer for all acts and omissions of the third party;
22.3.5 in addition to the sub-processors engaged pursuant to clause 1.3.4 above, be entitled to engage additional or replacement sub-processors, subject to:
(a) the provisions of clause 1.3.4 above being applied; and
(b) TSI notifying the Customer of the additional or replacement sub-processor,
and where the Customer objects to the additional or replacement sub- processor, the parties shall discuss the objection in good faith;
22.3.6 not transfer Personal Data outside of the UK / European Economic Area except where such transfer is made in such a way as to ensure that the level of protection offered to natural persons by the Applicable Data Protection Law is not undermined;
22.3.7 assist the Customer to respond to requests from Data Subjects who are exercising their rights under the Applicable Data Protection Legislation;
22.3.8 notify the Customer without undue delay after becoming aware that it has suffered a Personal Data breach and shall not inform any third party of the Personal Data breach without first obtaining the Customer’s prior written consent, except when law or regulation requires it;
22.3.9 on the Customer’s reasonable request, assist the Customer to comply with the Customer’s obligations pursuant to Articles 32-36 of the GDPR (or such corresponding provisions of the Applicable Data Protection Legislation), comprising (if applicable): (a) notifying a supervisory authority that TSI has suffered a Personal Data breach; (b) communicating a Personal Data breach to an affected individual; (c) carrying out an impact assessment; and (d) where required under an impact assessment, engaging in prior consultation with a supervisory authority;
22.3.10 unless applicable law requires otherwise, upon termination of the Agreement, at the option of the Customer comply or procure compliance with the following (i) delete all personal data provided by the Customer to TSI and/or (ii) return to the Customer all Personal Data provided by the Customer to TSI; and
22.3.11 not more than once in any 12 month period and on reasonable notice, of at least twenty (20) business days, permit the Customer (subject to reasonable and appropriate confidentiality undertakings), to inspect and audit TSI’s data processing activities to enable the Customer to verify and/or procure that TSI is complying with its obligations under this clause.
22.4 Each party may collect, store and process contact Personal Data (such as name, work email address, telephone/mobile work number, and work address) of the other party and/or its employees for the purposes of the performance of this Agreement, and such collection and/or processing shall be carried out in accordance with such party’s privacy policy.

23. Consumers
23.1. Where you are purchasing the Service as a Consumer the exclusion of the implied terms in Clause 18 and the provisions of Clause 21.1 will not apply.

24. Notices
24.1. Notices given under this Agreement must be in writing and may be delivered by hand, or by courier or first class post to the following addresses:
24.2. To TSI at the address of the TSI office shown on the Order Form or any alternative address which TSI notifies to the Customer;
24.3. To the Customer at the address to which the Customer asks TSI to send invoices, the address of the Customer’s premises, or, if the Customer is a limited company, it’s registered office.

25. Complaints
25.1. We make every effort to ensure that our customers are happy with the level of service, and the products and service they receive from us. However, despite our best efforts, things can go wrong. We take customer complaints very seriously and aim to resolve them quickly and efficiently. If you have a complaint about any part of our service, please contact our Network Services Team on 0808 178 9595.
25.2. If you do not feel you have received a satisfactory response from one of our customer care teams then please write to our Correspondence Team at the following address:

151 Business Design Centre
Upper Street
London
N1 0QH

You can expect a response within 7 working days from us receiving your letter but please note that delays may occur due to the postal service, both in our receipt of your correspondence and our response to it.
25.3. If you do not feel you have received a satisfactory response from one of our customer care teams then please write to our Customer Management Team at the address in Clause 25.2
25.4. Independent advice - If you are not happy with the way we propose to resolve the problem you can bring your complaint to Ombudsman Services: Communications (approved by the UK communications industry regulator, Ofcom). Ombudsman Services investigates Customers' complaints about telecoms services fairly. This service is free and independent.
TSI Voice & Data is a member of Ombudsman Services and as such is obliged to respond to Ombudsman Services enquiries and accept their decision on complaints.

Ombudsman Services
Ombudsman Services: Communications
PO BOX 730, Warrington, WA4 6WU
Phone: 0330 440 1614
Fax: 0330 440 1600
Website: www.ombudsman-services.org

26. General Provisions
26.1. The Agreement will constitute the entire agreement between the parties and will supersede all prior and contemporaneous agreements, communications and representations (except for fraudulent or negligent misrepresentations) whether oral or written, between the parties.
26.2. A person who is not party to this Contract has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Contract, but this does not affect any right or remedy of a third party which exits or is available apart from that Act.
26.3. In the event of a dispute between the parties, the parties will attempt in good faith to resolve the dispute or claim arising out of or relating to the Agreement promptly through negotiations between the respective representatives of the parties who have authority to settle the same.
26.4. If any provision of the Agreement (whether in part or in whole) is held by a court of competent jurisdiction to be illegal, invalid or unenforceable the remaining provisions of the Agreement shall remain in full force and effect.
26.5. Any waiver of any breach of any provision of the Agreement will not constitute a waiver of any prior, concurrent or subsequent breach of the same or any other provisions of the Agreement.
26.6. The Customer may not assign or otherwise transfer, by operation of law or otherwise, the Agreement or any rights or obligations therein without the prior express written consent of TSI.
26.7. The headings to the sections of this Agreement are for convenience only.

27. Successors and Assigns
27.1. TSI may, but the Customer shall not (without the prior written consent of TSI such consent not to be unreasonably withheld or delayed), assign or delegate or otherwise deal with all or any of its rights or obligations under the Agreement.

28. Law
28.1. The Agreement shall be governed by the laws of England and the parties submit to the non-exclusive jurisdiction of the Courts of England.

Broadband Terms and Conditions

1. Definitions

“TSI” means Telephone Systems Installations Limited whose registered office is at 151 Business Design Centre, Upper Street, London, N1 0QH. Registered in England and Wales with Company Registration Number: 3406791 and VAT Number: GB701 9866 25.  TSI and TSI Voice & Data are trading names of Telephone Systems Installations Ltd.
“Customer” means the business that places the order and uses the services.
“Service” means the installation, connection and supply of an ADSL or FTTC (Fibre-To-The-Cabinet) or FTTP (Fibre-To-The-Premises) broadband service at the Site.
“Telephone Line” means the telecommunications circuit that the Customer uses to obtain telecommunications services over the public switched telephone network at the Site as notified by the Customer to TSI.
“Agreement” means these Terms, together with the order form.
“Third Party” means any company that TSI may use to deliver the Service
“Commencement Date” means the date when the Service is activated at the site.
“Consumer” means a person who enters into a contract other than in the course of a business.
“Customer Equipment” means the apparatus belonging to the customer not forming part of the TSI Equipment but which may be connected to the TSI Equipment.
“Sales Quote” means the Sales Quotation provided in advance of an order to detail prices.
“Order form” means the TSI Broadband Order Form, written customer order or e-mailed customer order.
“TSI Price List” means the TSI price list in force from time to time and available on the TSI website at www.tsicomms.co.uk
“TSI Equipment” means any apparatus or equipment provided by TSI or any Third Party to the customer at the Site to enable provision of the Service under this Agreement.
“Site” means the Customer address where the Service is to be received

2. Commencement and Duration
2.1. This Agreement will commence on the Commencement Date and shall continue for an initial minimum period as agreed in the Sales Quote or Order Form.

3. Provisions of the Service
3.1. TSI shall provide or procure the provision of the Service to the Customer in accordance with the terms of this Agreement. The Customer acknowledges that it is technically impracticable to provide a fault free service and TSI does not undertake to do so.
3.2. The provision of the Service to the Customer will be subject to the characteristics of the Customers Access Connection and a Third Party may determine that it is not possible to supply the Service over the Customer Access Connection. Where this is the case, TSI will immediately terminate this Agreement, TSI will not be liable to the customer for such termination.
3.3. The Customer acknowledges that during the Installation of the TSI Equipment for the provision of the Service the Customer Access Connection may suffer a temporary loss of telephone service, and /or interference to any other Access Connection services, which shall be reinstated following installation. TSI will not be liable for any loss, interruption or interference during installation. The Customer also acknowledges that any telephone socket extensions that are incorrectly wired may be disconnected during installation, without liability to TSI.
3.4. Occasionally TSI and/or a Third Party may have to interrupt the Service or change the technical specification of the Service for operational reasons (such as maintenance or Service upgrades) or because of an emergency. In these circumstances where possible TSI will give notice to the Customer of any such interruption however, the Customer shall have no claim against TSI for any such interruption.
3.5. Except as otherwise expressly permitted under this Agreement, the Customer may not:
3.5.1. modify the Service without TSI’s prior consent;
3.5.2. redistribute copy or use the Service, or transfer rights to the use of the Service to any third party;
3.5.3. disclose details of the Service, to any third party without TSI’s prior written consent;
3.5.4. use the Service except in conjunction with TSI’s recommended operating guidelines;
3.6. TSI shall use its reasonable endeavours to comply with the Customer’s reasonable requests in respect of installation but TSI or the Third Parties decision on the routing of cables and wires and the positioning of outlets and other apparatus constituting the TSI Equipment shall be final and binding.
3.7. TSI shall use all reasonable endeavours to provide and install or procure the provision and installation of the TSI Equipment at the Site so that the Service can be provided on or before any installation date specified or agreed to by TSI. Any installation date is an estimate only and TSI shall not be liable for any failure to meet such date.
3.8. Installation of the Service may be subject to a survey carried out by TSI or the Third Party and the Service may not be provided where the survey carried out, is incomplete or unsatisfactory.
3.9. The customer accepts that the Service is rate adaptive and will run at the most reliable speed available up to the maximum speed that the phone line will reliably support. Speed can be affected by external conditions.
3.10. The customer accepts that peak and sustained throughput rates may be reduced by contention within the network the BT Central or BT Central plus (as applicable) other components sourced by the customer to provide the customer service, end user speed control systems and the internet and by rate adaptation of modems and Line Rate for Max products.
3.11. Until the point of installation of the Telephone Line and subsequent activation, the Calling Line Identity is subject to change.
3.12. Until the point of activation of the broadband service the Fixed IP address(es) and any other details are subject to change. If the supplied details are incorrect it is the responsibility of the Customer to request new details from TSI.

4. Use of the Service
4.1. The Customer must not use the Service:
4.1.1. in a way that does not comply with the terms of any registration or any license applicable to the Customer or that is any way unlawful or fraudulent or has any unlawful or fraudulent purpose or effect;
4.1.2. in connection with the carrying out of a fraud or criminal offence against TSI, or any other public telecommunications operator;
4.1.3. to send, knowingly receive, upload, download, use or re-use any material which is abusive, indecent, defamatory, obscene or menacing, or in breach of any copyright, confidence, privacy or any other rights;
4.1.4. to send or procure the sending of any unsolicited advertising or promotional material other than in the case of the Customer to its own customers;
4.1.5. in a way that does not comply with any instructions TSI or a Third Party has given; or
4.1.6. in a way that in TSI’s reasonable opinion could materially affect the quality of any service, including the Service, provided by TSI or a Third Party.
4.1.6.1. in a way that in TSI’s reasonable opinion could affect the experience of others on the network; including but not limited to; persistent heavy users of the service, who in TSI’s reasonable opinion could be seen to be over-using their contended service, may at TSI’s discretion find their available bandwidth restricted at certain times of the day.
4.2. TSI will be entitled to suspend the Service or terminate the Agreement where TSI, in its absolute discretion, believes the customer is in breach of any provisions of Clause 4.1.
4.3. The Customer acknowledges and accepts the following technical limits relating to the Service:
4.3.1. transmission performance of some metallic local loops will mean it is technically impractical to provide Service to all customers within the Service Availability Area;
4.3.2. the Service is not available to Sites where all or part of the Access Connection is provided over fibre optic cable or radio systems.
4.3.3. that the Service may also affect the performance of some PSTN customer premises equipment.
4.3.4. that some technical limitations may not become apparent until after the Service has been installed and working for some time. In such circumstances the Service for some individuals may need to be withdrawn.
4.3.5. that in the case of any rate-adaptive product, upload speeds and download speeds are dependent on distance from the exchange, atmospheric conditions and quality of the metallic path and may vary without notice to the customer.
4.3.6. Rate adaption can occur several times a day and may cause the link to the DSLAM to reset.
4.3.7. that in the case of any rate adaptive product throughput guarantees will relate only to the actual rated speed of an individual connection, not any implied speed of service.
4.4. In the circumstances referred to in Clause 4.3 TSI will have no liability to the customer relating to the provision of the Service (or TSI’s inability to provide the Service), the performance of the Service, its effect on the other services or equipment or the withdrawal of the Service.
4.5. The Customer will co-operate with TSI’s reasonable requests for information regarding the Customer use of the Service and supply such information without delay.
4.6. The Customer must adhere to the acceptable use of policy as communicated by TSI from time to time.

5. Charges
5.1. The charges for the Service will be calculated in accordance with the TSI Sales Quote, and if no Sales Quote is provided and/or signed to accept then in accordance with the TSI Price List. Charging will begin on the Commencement Date for the Service. Charges will be calculated in accordance with details recorded by, or on behalf of, TSI.
5.2. The Customer will pay the charges within 14 days of the date of TSI’s invoice. TSI may charge daily interest on late payments at a rate equal to 4% per annum above the base-lending rate of NatWest Plc. and/ or a £15 administration fee is applicable to late payments.
5.3. All charges exclude Value Added Tax (VAT) at the applicable rate, unless stated otherwise.
5.4. TSI may also make an additional charge (on the basis of additional charges detailed in the TSI Price List), on its own behalf or on behalf of a Third Party in the following circumstances: -
5.4.1. an abortive visit charge may be incurred where incorrect information supplied by the Customers means it is technically impractical to provide the Service over the Customers Access Connection;
5.4.2. where it is necessary to relocate the existing telephone master socket to provide the Service;
5.4.3. where TSI or a Third Party are unable to gain access to the Site to carry out installation of the Service or the installation is aborted an abortive visit charge may be payable;
5.4.4. where certain order information provided by the Customer is illegible, inaccurate or incomplete an administration fee will be charged;
5.4.5. where TSI or a Third Party provide the support to the Customer outside its normal support times in supply of the Service;
5.4.6. where a fault relates to equipment other than the supplied Equipment.
5.4.7. where a TSI engineer proves remotely that the service is functioning correctly and subsequently is requested by the Customer to visit a site to investigate a reported problem, and the fault is not found to be with the supplied TSI Equipment
5.5. TSI shall be entitled to vary all or any of the charges at any time by giving not less than one month’s notice in writing to the customer.
5.6. Prices quoted are dependent on payment by Direct Debit; alternative prices, which may be higher, may be charged until a Direct Debit Instruction is received.

6. Customer Obligations
6.1. To allow the installation and use of the TSI Equipment at the Site, the Customer will at the Customer’s own expense:
6.1.1. obtain all necessary consents, including consents for any necessary alterations to buildings;
6.1.2. take up or remove, any fitted or fixed door coverings, ceiling tiles, suspended ceiling or partition covers, as TSI or a Third Party advises are necessary, and carry out afterwards any making good or decorator’s work required; and
6.1.3. provide any electricity and connection points required by TSI or a Third Party.
6.1.4. The criteria above must be completed in advance of any installation work.
6.2. The TSI Equipment shall remain the property of TSI or the supplier of such equipment (including a Third Party) and the customer shall at all times make clear to third parties that the same is the property of TSI or a third party supplier of such equipment. TSI may modify, substitute, renew or add to the TSI Equipment from time to time at its absolute discretion.
6.3. TSI shall supply the Customer with the relevant information to enable the Customer suitably to prepare the Site for delivery and installation of the TSI Equipment. The Customer shall at their own expense provide suitable accommodation, assistance, facilities and environmental conditions for the TSI Equipment and all necessary electrical and other installations and fittings.
6.4. A secure electricity supply is required at the Premises for the installation, operation and maintenance of the TSI Equipment at such points and with such connections as specified by TSI. Unless otherwise agreed, this power supply is to be provided by the Customer. TSI shall not be responsible for interruption or failure of the Services caused by a failure of such power supply.
6.5. The Customer is responsible for the TSI Equipment and must not add to, modify or in any way interfere with it nor allow anyone else (other than someone authorised by TSI) to do so. The Customer will be liable to TSI for any loss of or damage to the TSI Equipment, except where such loss or damage is due to fair wear and tear or is caused by TSI, or anyone acting on TSI’s behalf.
6.6. Any Customer Equipment connected to or used with the Service must be connected and used in accordance with any instructions, safety and security procedures applicable to the use of that equipment.
6.7. Any equipment which is attached (directly or indirectly) to the Service must be technically compatible with the Service and approved for that purpose under any relevant legislation or telecommunications industry standards.
6.8. To enable TSI out carry out its obligations under this Agreement, the Customer will at all reasonable times provide TSI employees, and anyone acting on TSIs behalf including a Third Party, who produces a valid identity card, with access to any Site and any other premises outside of TSI’s control. TSI will normally only require access during its usual working hours but may, on reasonable notice, require the Customer to provide access at other times. TSI may agree to work outside its usual working hours, but the Customer must pay TSI’s additional charges for doing so as detailed in Clauses and the TSI Price List.
6.9. If through no fault of TSI, TSI is unable to carry out an installation at, or gain access to, the Site or the installation is aborted, TSI will notify the Customer Nominated Contact and may raise an abortive visit charge.
6.10. The Customer hereby irrevocably gives permission to TSI or a Third Party and its employees, agents or contractors to:
6.10.1. execute any works on the Premises for, or in connection with, the installation, maintenance, or removal of the TSI Equipment;
6.10.2. keep and operate telecommunication apparatus installed on, under or over the premises;
6.10.3. enter the Premises to inspect any telecommunication apparatus kept on, the Site or elsewhere for the purposes of providing the Service. Where this Agreement or the Service is terminated for any reason TSI or a Third Party will be entitled to enter the Site to remove the TSI Equipment installed there.
6.11. The Customer undertakes: -
6.11.1. to comply with all instruction TSI may notify to the Customer for use of the TSI Equipment;
6.11.2. not to allow the TSI equipment to be repaired or maintained other than by an authorised representative of TSI;
6.11.3. not to damage the TSI Equipment and not to add, modify or in any way interfere with the TSI Equipment;
6.11.4. not to attempt to sell the TSI Equipment;
6.11.5. not to remove any identification mark affixed to the TSI Equipment showing that it is the property of TSI or other third party supplier of such equipment.
6.11.6. to be responsible for ensuring contract termination with any previous supplier and paying any costs incurred due to breach of an existing supplier contract
6.12. The Customer shall be responsible for the configuration, repair and maintenance of any Customer Apparatus used in order to obtain or use the Service.

7. Support of the Service
7.1. Technical support for the service is available by phoning 0808 178 9595 or by sending an e-mail to support@tsicomms.co.uk. Technical support is available during normal TSI office hours (9am to 5pm, Monday to Friday)

8. Intellectual Property Rights
8.1. The Customer acknowledges that the Customer shall have no rights to any intellectual property rights arising as a result of any use of the Service.
8.2. Any and all intellectual property rights used or embodied in or in connection with the Service shall be and remain the sole property of TSI or TSI’s licensors. No title or intellectual property rights therein or in any modification or extension thereof shall pass to the Customer unless specifically stated under the Agreement.
8.3. The Customer acknowledges such title, interest and rights and the Customer shall not take any action to jeopardise, limit or interfere in any manner with TSI’s (or any third party suppliers’) title, interests or rights with respect to the Service, including but not limited to, using TSI’s a Third Parties trademark or trade name.
8.4. Where software is provided to enable the Customer or to use the Service, TSI grants the Customer, for the duration of this Agreement, a nonexclusive, non-transferable license to use the software for that purpose.

9. Warranties
9.1. The Service will be provided without warranty or representation of any kind, whether express or implied TSI disclaims and excludes all such warranties and representations including without limitation any warranty or representation that the Service is free of defects, of satisfactory quality, fit for a particular purpose or non-infringing of third party rights. The Customer accepts all risks and liabilities associated with the use of the Service.

10. Limitation of Liability
10.1. Nothing in this Agreement shall exclude or limit liability for death or personal injury resulting from the negligence of either party or their servants, agents or employees.
10.2. Neither party shall be liable in contract, tort, precontact or other representations (other than fraudulent or negligent misrepresentations) arising out of or in connection with this Agreement for;
10.2.1. any economic losses (including, without limitation, loss of revenues, profits, contracts, or business); or
10.2.2. any special, indirect or consequential losses or any destruction of data, arising out of or in connection with the provisions of this Agreement.
10.3. Subject to Clauses 10.1 and 10.2 TSI’s liability to the Customer in contract, tort, negligence, pre-contact or other representations arising out of or in connection with this Agreement or the performance or observation of its obligations under this Agreement shall be limited in aggregate to the charges paid, by the Customer under this Agreement.
10.4. Each provision of this Agreement, excluding or limiting liability, operates separately. If any part is held by a court to be unreasonable or inapplicable, the other parts shall continue to apply.
10.5. The customer indemnifies TSI and its suppliers including a Third Party against any claims or damages arising from the Customers access to the use of the Service and any information, data or material produced, transmitted or downloaded on the Service.

11. Force Majeure
11.1. If either party is unable to perform any obligation under this Agreement because of a matter beyond that party’s reasonable control such as lighting, flood, exceptionally severe weather, fire, explosion, war, civil disorder, industrial disputes (whether or not involving the party’s employees), or acts of local or central Government or other Competent authorities or events beyond the reasonable control of that party’s suppliers, the party will have no liability to the other for that failure to perform.
11.2. If any of the events detailed in paragraph 10.1 continue for more than 3 months either party may serve notice on the other terminating this Contract.

12. Termination [After Minimum Term]
12.1. The Customer may terminate this Agreement after the initial minimum term as stated in Clause 2 by giving 30 days written notice to TSI. If a contract is terminated prior to expiry of minimum term TSI will charge the Customer the remaining fees in full, including the cancellation fee detailed in 12.3
12.2. Either party may terminate this Agreement or the Service provided under it immediately, on notice, if the other:
12.2.1. commits a material breach of this Contract, which is capable of remedy, and fails to remedy the breach within 15 days of a written notice to do so;
12.2.2. commits a material breach of this Contract which cannot be remedied;
12.2.3. is repeatedly in breach of this Contract; or
12.2.4. is the subject of a bankruptcy order, or becomes insolvent, or makes any arrangement or composition with or assignment for the benefit of their creditors, or goes into voluntary (otherwise than for reconstruction or amalgamation), or compulsory liquidation or a receiver or administrator is appointed over their assets.
12.3. Cancellation in the form of a cease of the Service, placed by either party under terms 12.1 and 12.2, will raise a charge of £40.00 to the customer. Migrations away from the service in the form of a ‘Migration Authority Code’ assisted migration do not attract the cancellation charge.
12.4. TSI may terminate this Agreement immediately upon written notice to the Customer if:
12.4.1. TSI is informed by a Third Party supporting the Service that a Third Party is required to cease the Service by a competent regulatory authority; or
12.4.2. A Third Party supporting the Service ceases to do so for whatever reason or changes the terms its provision of telecommunications services to TSI for the Service beyond the reasonable control of TSI;
12.4.3. the Customer fails to comply with any of the material terms or conditions of the Agreement and the Customer does not remedy such failure within 15 days of a request to do so.
12.5. Upon termination of this Agreement to Customer shall immediately stop using the Service and the Customer right to use the Service shall immediately terminate.
12.6. If either party delays in acting upon a breach of this Agreement that delay will not be regarded as a waiver of that breach. If either party waives a breach of this Agreement that waiver is limited to that particular breach.

13. Confidentiality
13.1. the parties will keep in confidence any information (whether written or oral) of a confidential nature (including software and manuals) obtained under or in connection with this Agreement or the Service and will not without the written consent of the other party disclose that information to any person (other than their employees or professional advisors, or in the case of TSI the employees of a TSI Group Company or their suppliers, who need to know the information).
13.2. This Clause 13.1 will not apply to:
13.3. any information, which has been, published other than through a breach of this Agreement;
13.4. information lawfully in the possession of the recipient before the disclosure under this Agreement took place;
13.5. information obtained from a third party who is free to disclose it; and
13.6. information, which a party is, requested to disclose and, if it did not, would be required by law to do so.
13.6.1. This Clause 13.1 will remain in effect for 2 years after the termination of this Agreement.

14. Data Protection
14.1 For the purposes of this clause:
14.1.1 “Applicable Data Protection Legislation” shall mean (a) the Data Protection Act 1998; or (b) from 25th May 2018, the GDPR, read in conjunction with and subject to any applicable UK national legislation that provides for specifications or restrictions of the GDPR’s rules; or (c) from the date of implementation, any applicable legislation that supersedes or replaces the GDPR in the UK or which applies the operation of the GDPR as if the GDPR were part of UK national law, which may include the Data Protection Act 2018;
14.1.2 “GDPR” shall mean the General Data Protection Regulation (EU) 2016/679; and
14.1.3 “Personal Data”, “Data Controller”, “Data Processor”, “Data Subject”, and “processing” (and other parts of the verb ‘to process’) shall have the meaning set out in the Applicable Data Protection Legislation.
14.2 Each party shall comply at all times with its respective obligations under the provisions of the Applicable Data Protection Legislation and shall not perform its obligations under this Agreement in such a way as to cause the other to breach any of its applicable obligations under Applicable Data Protection Legislation.
14.3 In the event TSI provides a service then TSI processes Personal Data on behalf of the Customer and for such purposes TSI is the Data Processor and the Customer is the Data Controller. In connection with such processing TSI shall:
14.3.1 process the Personal Data only on documented instructions from the Customer and in accordance with this Agreement;
14.3.2 ensure that persons authorised to process the Personal Data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality and take steps to ensure that such persons only act on TSI’s instructions in relation to the processing;
14.3.3 implement appropriate technical and organisational measures to protect the Personal Data against unauthorised or unlawful processing and against accidental loss, destruction, damage, alteration or disclosure. These measures shall be appropriate to the harm and risk which might result from any unauthorised or unlawful processing, accidental loss, destruction or damage to the Personal Data and having regard to the nature of the Personal Data which is to be protected (and the Customer shall notify TSI immediately if the nature of such Personal Data changes in a material way);
14.3.4 remain entitled to appoint third party sub-processors. Where TSI appoints a third party sub-processor, it shall, with respect to data protection obligations:
(a) ensure that the third party is subject to, and contractually bound by, at least the same obligations as TSI; and
(b) remain fully liable to the Customer for all acts and omissions of the third party;
14.3.5 in addition to the sub-processors engaged pursuant to clause 1.3.4 above, be entitled to engage additional or replacement sub-processors, subject to:
(a) the provisions of clause 1.3.4 above being applied; and
(b) TSI notifying the Customer of the additional or replacement sub-processor, and where the Customer objects to the additional or replacement sub- processor, the parties shall discuss the objection in good faith;
14.3.6 not transfer Personal Data outside of the UK / European Economic Area except where such transfer is made in such a way as to ensure that the level of protection offered to natural persons by the Applicable Data Protection Law is not undermined;
14.3.7 assist the Customer to respond to requests from Data Subjects who are exercising their rights under the Applicable Data Protection Legislation;
14.3.8 notify the Customer without undue delay after becoming aware that it has suffered a Personal Data breach and shall not inform any third party of the Personal Data breach without first obtaining the Customer’s prior written consent, except when law or regulation requires it;
14.3.9 on the Customer’s reasonable request, assist the Customer to comply with the Customer’s obligations pursuant to Articles 32-36 of the GDPR (or such corresponding provisions of the Applicable Data Protection Legislation), comprising (if applicable): (a) notifying a supervisory authority that TSI has suffered a Personal Data breach; (b) communicating a Personal Data breach to an affected individual; (c) carrying out an impact assessment; and (d) where required under an impact assessment, engaging in prior consultation with a supervisory authority;
14.3.10 unless applicable law requires otherwise, upon termination of the Agreement, at the option of the Customer comply or procure compliance with the following (i) delete all personal data provided by the Customer to TSI and/or (ii) return to the Customer all Personal Data provided by the Customer to TSI; and
14.3.11 not more than once in any 12 month period and on reasonable notice, of at least twenty (20) business days, permit the Customer (subject to reasonable and appropriate confidentiality undertakings), to inspect and audit TSI’s data processing activities to enable the Customer to verify and/or procure that TSI is complying with its obligations under this clause.
14.4 Each party may collect, store and process contact Personal Data (such as name, work email address, telephone/mobile work number, and work address) of the other party and/or its employees for the purposes of the performance of this Agreement, and such collection and/or processing shall be carried out in accordance with such party’s privacy policy.

15. Consumers
15.1. Where you are purchasing the Service as a Consumer the exclusion of the implied terms in Clause 9 and the provisions of Clause 14.1 will not apply.

16. Notices
16.1. Notices given under this Agreement must be in writing and may be delivered by hand, or by courier or first class post to the following addresses:
16.1.1. To TSI at the address of the TSI office shown on the Order Form or any alternative address which TSI notifies to the Customer;
16.1.2. To the Customer at the address to which the Customer asks TSI to send invoices, the address of the Customer’s premises, or, if the Customer is a limited company, it’s registered office.

17. Complaints
17.1. We make every effort to ensure that our customers are happy with the level of service, and the products and service they receive from us. However, despite our best efforts, things can go wrong. We take customer complaints very seriously and aim to resolve them quickly and efficiently. If you have a complaint about any part of our service, please contact our Network Services Team on 0808 178 9595.
17.2. If you do not feel you have received a satisfactory response from one of our customer care teams then please write to our Correspondence Team at the following address:

151 Business Design Centre
Upper Street
London
N1 0QH

You can expect a response within 7 working days from us receiving your letter but please note that delays may occur due to the postal service, both in our receipt of your correspondence and our response to it.
17.3. If you do not feel you have received a satisfactory response from one of our customer care teams then please write to our Customer Management Team at the address in Clause 17.2
17.4. Independent advice - If you are not happy with the way we propose to resolve the problem you can bring your complaint to Ombudsman Services: Communications (approved by the UK communications industry regulator, Ofcom). Ombudsman Services investigates Customers' complaints about telecoms services fairly. This service is free and independent.
TSI Voice & Data is a member of Ombudsman Services and as such is obliged to respond to Ombudsman Services enquiries and accept their decision on complaints.

Ombudsman Services
Ombudsman Services: Communications
PO BOX 730, Warrington, WA4 6WU
Phone: 0330 440 1614
Fax: 0330 440 1600
Website: www.ombudsman-services.org

18. General Provisions
18.1. The Agreement will constitute the entire agreement between the parties and will supersede all prior and contemporaneous agreements, communications and representations (except for fraudulent or negligent misrepresentations) whether oral or written, between the parties.
18.2. A person who is not party to this Contract has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Contract, but this does not affect any right or remedy of a third party which exits or is available apart from that Act.
18.3. In the event of a dispute between the parties, the parties will attempt in good faith to resolve the dispute or claim arising out of or relating to the Agreement promptly through negotiations between the respective representatives of the parties who have authority to settle the same.
18.4. if any provision of the Agreement (whether in part or in whole) is held by a court of competent jurisdiction to be illegal, invalid or unenforceable the remaining provisions of the Agreement shall remain in full force and effect.
18.5. Any waiver of any breach of any provision of the Agreement will not constitute a waiver of any prior, concurrent or subsequent breach of the same or any other provisions of the Agreement.
18.6. The Customer may not assign or otherwise transfer, by operation of law or otherwise, the Agreement or any rights or obligations therein without the prior express written consent of TSI.
18.7. The headings to the sections of this Agreement are for convenience only.

19. Successors and Assigns
19.1. TSI may, but the Customer shall not (without the prior written consent of TSI such consent not to be unreasonably withheld or delayed), assign or delegate or otherwise deal with all or any of its rights or obligations under the Agreement.

20. Law
20.1. The Agreement shall be governed by the laws of England and the parties submit to the non-exclusive jurisdiction of the Courts of England.

Ethernet Services Terms and Conditions

1. Definitions
“TSI” means Telephone Systems Installations Limited whose registered office is at 151 Business Design Centre, Upper Street, London, N1 0QH. Registered in England and Wales with Company Registration Number: 3406791 and VAT Number: GB701 9866 25. TSI and TSI Voice & Data are trading names of Telephone Systems Installations Ltd.
“Customer” means the person who places the Order and uses the Services.
“Agreement” means the service agreement which comprises the Order Form and these Terms & Conditions in conjunction with the general terms and conditions laid out with the Sales Quotation.
“BT” means British Telecommunications Plc.
“Gamma” means Gamma Telecom Limited.
“Agreement date” means the date which the order form and documentation was raised.
“Activation date” means the date by which the services become live and are first made available for use by the customer or the end user of the services as specified in the service agreement.
“Order form” means the TSI Sales Quotation, written customer order or e-mailed customer order and Customer Requirement Form.
“Committed Delivery Date (CDD)” means the date by which TSI anticipate the activation of the services to begin.
“Customer Premises Equipment (CPE)” means equipment such as modems, routers and microfilters necessary to use any access
connection, supplied by TSI or their third parties where their provision is for the express use of provisioning the customer services, or end user services as described in the order form.
“Customer Requirement Form (CRF)” is a document detailing contact details, building details and position of equipment etc, which needs to be completed prior to TSI placing the circuit order with their base carrier suppliers. This ensures that we have the correct information from the outset of the agreement.
“Customer Equipment” means apparatus belonging to the customer not forming part of the TSI equipment but which may be connected to TSI equipment.
“Data Centre” is a dedicated building providing space, power and secure facilities for storing data equipment and services. Often called a carrier hotel (where a telecommunications ‘carrier’ will rent space or ‘rooms’ within a data centre).
“Ethernet First Mile (EFM)” Is a term of reference given to the delivery of an Ethernet circuit, where the tail circuit is copper rather than the traditional fibre. New technology makes this possible and more affordable in locations where fibre delivery is either impossible or prohibitively expensive.
“Ethernet Circuit” is similar to a leased line, but is generally a fibre based product to the point of entry into a building (except where the ‘tail circuit’ is provided as copper on an EFM technology). However, Ethernet circuits differ in that they are always presented as either an RJ45 connection (copper twisted pair Cat5e patch cable) or as a fibre patch cable presentation (termination type to be specified). Ethernet circuits operate at the International standard IEEE 802.3. Ethernet circuits are available usually at incremental speeds of 1Mb or 2Mb, where the minimum circuit speed is 1Mb, and the maximum will be multi gigabit circuits.
“Excess Construction Charges/Fee (ECCs)” means when TSI or Gamma or another third party decree that the installation costs originally quoted (or which were included over the term if these costs are amortised) are not enough to cover the actual cost of the installation works. Such costs are known as excess construction fees or charges (ECCs), and these fees (where applicable) will be notified to the customer post site survey. Failure to accept or reject ECCs within 14 working days will result in a cancelled order. The full process is detailed in section 3.7.
“TSI equipment” means any apparatus or equipment provided by TSI or any third party to the customer to enable provision of the service under this agreement.
“Handover” refers to the process whereby the circuit is handed over from TSI to the customer. Once this process is completed the circuit is deemed live.
“Initial term” means the term of the agreement as specified in the customer order form e.g. 12 months. The minimum initial term is always 12 months unless otherwise stated in the customer order form.
“Leased Line” means a symmetric telecommunications line connecting two locations. It is sometimes known as a 'private circuit' or 'data line'. Unlike a traditional PSTN line it does not have a telephone number, each side of the line being permanently connected to the other. Leased lines can be used for telephone, data or Internet services. In this instance, we refer to leased lines as either a point to point (P2P) connection between two customer locations, or between a customer location and a data centre, or between a customer location and a Gamma PoP. In the latter instance, this will be typically for Internet provision. In the U.K. leased lines are available at speeds from 64Kb/s increasing in 64Kb/s increments to 2Mb/s over a channelised E1 tail circuit, and can be purchased in higher bandwidths.
“Logical Fault” means a non-hardware related fault. For instance, performance related issues where a ‘physical’ equipment fault has been eliminated as a possible cause.
“Monthly Recurring Charge (MRC)” means the monthly recurring charge for service.
“Multi-Tenanted Building” refers to TSI operating a specific Internet service for MTBs, and customers within an MTB already connected to the Gamma network can typically expect their service to be delivered within 10 - 15 working days. MTB Internet services are delivered to the same service level agreements as any leased line or Ethernet circuit. It is only the connectivity methods within the building infrastructure which change.
“Network Termination Equipment (NTE)” refers to typically third party equipment supplied by TSI or their third parties where their provision is for the express use of provisioning the customer services, or end user services as described in the customer order. This equipment may reside within the customer’s premises, the end user’s premises, or TSI and or their third parties’ premises.
“Physical Fault” means a fault arising from the discovery of faulty hardware. Physical faults are usually those where no data rates can be achieved.
“Point of Presence (PoP)” is a node within the Gamma network, sited within a data centre. It is the local point within the network, to where Internet circuits are terminated.
“Public Switched Telecoms Network (PSTN)” – in the UK this is generally assumed to be a BT product, referring to a copper wire, analogue telephone line, or ISDN circuit.
“Service Contract” means the complete document which includes the order form and the appropriate terms and conditions as noted on the order form.
“Service” means the services described in the details within the order form, and forming part of this agreement.
“Service levels” means the service levels relating to the services, which is contained in the SLA.
“Service Level Agreement (SLA) means the service level agreement as in clause 4.0 of this document or such other service level agreement which is agreed in writing between the parties from time to time.
“Target Ready For Service” means the initial date which is supplied by the TSI provisioning team as the estimation for an activation date. This is not a binding date, nor is it a CDD, and should be used as a guide only as to the likely activation date. The TRFS is based on standard lead times and may vary post survey.
“Third Party Services” means any part of the services which TSI procures from a third party, any third party telecommunications services and/or equipment which TSI uses in order to provide the services.
“Third Party Service Provider” means the provider of any third party services, which includes Gamma.

2. Introduction
The terms of this agreement form part of TSI’s standard Terms and Conditions.

3 Order Process
3.1 TSI will supply the customer with the services in accordance with these terms; the general terms and the accompanying signed order form and fully completed CRF. The combination of which, will form a service contract between the customer and TSI.
3.2 TSI reserves the right to make any changes to these terms or to the service contract, including changes to the service and the SLA as is required from time to time, to reflect:
a) Technical and operational changes to the core TSI network or that of one of our third party providers provided such changes do not materially affect the applicable service provided to the customer
b) Changes enforced by law, regulation or codes of conduct which may be altered or issued from time to time
3.3 TSI will notify provisional acceptance of an order form by email within a target of 2 working days. TSI shall either provisionally accept or reject the order. TSI shall not be obliged to give any reason for the rejection of an order; the provision of services is strictly subject to availability. Orders will normally be provisionally accepted on the basis that the customer has provided:
3.4 (i) A Purchase Order number
3.5 (ii) A fully completed CRF detailing contact names, site addresses, and termination details as requested on the current CRF.
3.6 TSI will endeavour to issue a TRFS at the same time at which they acknowledge receipt and provisionally confirm the customer order. The TRFS is the day on which we expect (based on standard lead times) the service activation date commences, and therefore the date which the service contract may start. Provisional acceptance shall not be binding on TSI as regards any desired installation of commencement dates which shall be indicative in nature only.
3.7 Throughout the provisioning process, TSI or Gamma may need to communicate with named member(s) of the customer’s staff (or their nominated representatives) to arrange access to the customer or the end user’s premises, for Gamma and/or BT Openreach and/or their third party suppliers. Any delays to these requests either by the customer, their representatives, the end user, or the Landlord of the termination premises will delay TSI from meeting the TRFS and from issuing a CDD. The CDD is the date by which TSI agree to have service ready for use (the activation date).
3.8 Typically within 12 working days of provisional acceptance of an order, Gamma and/or BT Openreach or their third party representative will perform a premises survey at the termination location, also known as a ‘site survey’. It is typical that within a further 6 working days of the site survey, that TSI will be able to issue the CDD and the preferred installation date for the circuit.
3.9 TSI will use reasonable endeavours to make services live:
a) For copper Ethernet, within 30 working days after the acceptance of an Order Form;
b) For fibre Ethernet, within 60 working days after the acceptance of an Order Form.
3.10 During this time, TSI will notify you of any ECCs raised by the supplier. The issuance of a CDD will be delayed where a decision regarding ECCs is outstanding. ECCs arise when Gamma or their third party decree that the installation costs originally quoted (or which were included over the term if these costs are amortised) are not enough to cover the actual cost of the installation works. Such costs are known as excess construction fees or charges (ECCs), and these fees (where applicable) will be notified to the customer post site survey. At this point, the order will be placed on automatic ‘hold’ until the customer agrees (or not) to pay the excess construction fees. The customer has 14 working days to decide, and to notify TSI in writing to the relevant member of staff of their decision. Please note that each elapsed day during this 14 day period will be automatically added to the CDD. If the customer agrees to pay, the provisioning service will resume and a CDD issued in due course. Should the customer decline they have the right to cancel their order with no further charges. Should the customer fail to notify TSI of their decision within 14 working days we may consider the order cancelled and the standard cancellation fees in table 1.0 below will apply.

4. Service Provision
4.1 TSI reserves the right not to provide the Ethernet Service to any site and to withdraw its provisional acceptance of an order for reasons including, but not limited to:
a) The distance between a site and the point of presence of Gamma or its underlying service provider;
b) If a site survey finds that a site is not suitable for the provision of the Ethernet Service; or
c) If the Company does not agree to pay the Excess Construction Charges or any other Charges reasonably levied by TSI in addition to the Charges initially quoted.
4.2 Subject to clause 4.1 above TSI will issue a final acceptance of the order to the Company. Such final acceptance will include the agreed date that installation of the Ethernet Service can be completed (the CDD).
4.3 On a date during the order fulfilment process which will be advised by TSI to the Company, TSI, Gamma or its nominated sub contractor will visit the customer site to install the network terminating equipment (“NTE”).
4.4 Within two working days of completion of the installation of the NTE the Service will be connected to the Gamma network and, following the successful conclusion of a series of commissioning tests performed by TSI or its nominated sub contractor, the Service will be deemed to be ready for use and TSI shall be entitled to invoice the Company for such Service from this date (“the Activation Date”).
4.5 The “Service Commencement Date” is subject to the installation by the Company of the required router (whether such is supplied by TSI or not) and the completion of successful testing of the final installation with TSI and may be subsequent to the date when the Service is deemed ready for use as set out above. Where the Ethernet Service is being used to provide connectivity to an IP telephony service the Service Commencement Date will be further contingent on the Company having successfully completed all necessary work on the provision of such IP telephony service.
4.6 TSI shall be responsible for the provision of the Service up to the Service Demarcation Boundary Point; the Service Boundary is the customer-side port of the TSI supplied Customer premises router. The customer’s local area network, its configuration and management is the responsibility of the customer. For the wires-only service, the Service Demarcation Boundary is the customer-side port of the Network Terminating Equiepment.
4.7 TSI will use reasonable efforts to install the Ethernet Service by the CDD and perform the commissioning tests within two working days thereafter, all in accordance with the service levels set out in Appendix 1 to the Terms and Conditions. The Customer acknowledges that all timeframes are estimates only and that service levels are target service levels only. Except as set out in Appendix 1, TSI has no liability for any failure to meet the CDD or for any failure to meet any service levels or to repair a fault within any given timeframe.

5. Term of Service Contract and Termination
5.1 The term of each service contract shall start from the date on which, either the individual circuit (for single circuits and/or those with ADSL back up), or the final circuit (for a solution with leased line or Ethernet backup) is installed and made available for service (the Activation Date). The contract will then continue for the term stipulated within the customer order form. For the avoidance of doubt, the minimum initial term of contract for Leased Line/Ethernet services is 12 months unless specified as otherwise in the order form. At the end of the term, the contract will automatically renew on a rolling monthly basis, unless TSI receive prior notice from the customer under the termination conditions stated below.
5.2 The Service Contract may be terminated by the Customer on ninety (90) days’ written notice to TSI provided that the initial term (as set out in the Order Form) has expired. In the case of termination by the customer, any such written notice shall not be effective unless
(i) Given by 1st class recorded post, or an email to a relevant, named member of staff within TSI, and by an authorised member of the customer’s staff. Such notice must also outline full details of the service contract including all circuit details and addresses to be terminated, and that;
(ii) TSI has confirmed receipt of such termination notice by email or letter within five working days of its receipt
5.3 TSI may terminate the Ethernet Service or part thereof on ninety (90) days written notice to the Company provided that such notice extends the termination date beyond the end of the initial term as set out in the Order Form for that circuit.
5.4 In addition to TSI’s other rights, TSI may end any service contract and/or suspend the provision of any service under a service contract in the following circumstances:
1. Immediately following the expiry of 5 working days written notice from TSI to the customer for non- payment of any charges and payment has not been made following such notice; or
2. Immediately in writing if the customer materially breaches these terms; or
3. Immediately if bankruptcy or insolvency proceedings are brought against the customer (or its parent company), a receiver or administrator is appointed over any of the customer's (or its parent company’s) assets or the customer (or its parent company) goes into liquidation or enters into a voluntary arrangement with its creditors other than for the purposes of reorganisation (or any similar event in its country of incorporation takes place); or
4. As soon as required if TSI is obliged to, by a decision or direction of any governmental body or regulatory authority
5.5 Upon termination of a service contract, all charges incurred by the customer for the use of the services up to the date of termination shall be due and payable in full and on demand and the customer shall have no right to withhold, deduct or set off any such amounts.
5.6 Upon termination of a service contract for whatever reason the customer shall immediately stop using the services prescribed in such service contract and the customer's right to use such services shall immediately terminate.
5.7 Where TSI suspends service for customer breach and subsequently reconnects services, the customer may be liable for a reasonable reconnection fee which shall be notified to the customer in advance.
5.8 If the customer cancels an order, or requests that an order already placed is significantly modified (e.g. changes in address; service type; point of presence or presentation), prior to the service Handover, as defined in the relevant service contract, then notwithstanding TSI’s other rights pursuant to the service contract, the customer shall pay all costs incurred by TSI as a result of such cancellation or modification. In addition to any other direct 3rd Party costs incurred by TSI during the delivery of the order, customer’s will also incur the charges outlined below in table 1.0.
5.9 If the Customer requests a change to the Required Date and/or the CDD Date (and this has been accepted by TSI) and subsequently cancels the order any cancellation charge will be calculated on the later of the revised Required Date or CDD, as the case may be.
5.10 If the cancellation of the order is due to TSI’s failure to provide the Ethernet Service within a reasonable time after the agreed CDD, if later, no cancellation charge will be levied.

Table 1.0

*Exceptions: Where ECCs have been accepted, the total amount of ECCs will be payable in full upon cancellation in addition to those specified within section 5.8.

5.8 For the avoidance of doubt, where installation charges are not payable because they are spread over the term or are discounted for a particular service contract, TSI will base cancellation fees on the supplier installation cost and the remaining contractual months, applying the same percentage fees as in table 1.0. Additionally, TSI may charge the customer for all costs which it has incurred in relation to provision of the services (e.g. costs associated with network or infrastructure builds or obtaining way leaves, etc) up to and prior to the date upon which it receives the early cancellation request from the customer.
5.9 If the customer cancels a service without cause after the Handover and prior to the end of the initial term, then all charges that would have been payable until the end of the initial term (together with the notice period of 90 days) shall immediately become due and payable.


6. Service Constraints
6.1 The Company acknowledges and accepts that there may be certain technical limitations to the Service as set out in clauses 6.2 to 6.4 below.
6.2 There may be technical or geographical limitations which do not enable the Service to be installed. Provision of the Service is conditional on a site survey when such limitations will normally become apparent. In the event that a site survey reveals that the required Service cannot be installed TSI will cancel the order without charge to the Customer.
6.3 If during the commissioning of the Service it is found that, despite the reasonable endeavours of TSI and/or its sub contractor, the agreed bandwidth performance cannot be achieved, TSI will cancel the order without charge to the Customer.
6.4 Certain technical limitations may not become apparent until after the Service has been installed and has been working for some time. In such cases where no alternative solution can be found, TSI shall be entitled to withdraw the Service and will issue a credit or credits to the Customer for any Charges which have already been invoiced to the Customer in relation to the Service (save for any charges for abortive visits).
6.5 In the circumstances referred to in clauses 6.2 to 6.4 above, and notwithstanding anything to the contrary in this Order Form or in the Supply Agreement, TSI shall have no liability to the Customer for any failure to provide the Service, the performance of the Service, its effect on any other services or equipment or the withdrawal of the Service, save as set out above.

7. Equipment
7.1 Equipment provided by TSI or by its sub contractors for the delivery of the Service (“TSI Equipment”) remains the property of TSI or its sub contractors, as the case may be, and the Customer shall not acquire any property in it. TSI will provide the network terminating equipment and may provide the end user premises router where such has been ordered from TSI by the Customer. In cases where the Customer supplies such router TSI does not guarantee that any such router will be compatible with and/or suitable for use with the Service provided by TSI. TSI shall be entitled to charge (at its then current standard rates) for any configuration or other work performed by itself or any of its sub contractors which is required to bring any router supplied by the Customer into a state where it is compatible with the Service.
7.2 The Customer shall provide a suitable place, conditions, connection points and electricity supply for the TSI Equipment according to TSI’s reasonable instructions and carry out any site preparation work reasonably required by TSI.
7.3 The Customer shall obtain all necessary third party consents required in relation to building alterations or additions, access to land or other permission required to install the TSI Equipment or, where this is carried out by TSI or its sub contractor, shall render all reasonable assistance required by TSI.
7.4 The Customer is responsible for the TSI Equipment and shall be liable to TSI for any loss or damage to it save where such loss or damage is caused by fair wear and tear, is caused by TSI, its sub contractor or anyone authorised to act on their behalf. The Customer shall take all reasonable steps to prevent any damage to the TSI Equipment and to prevent anyone (except anyone acting on TSI’s or TSI’s sub contractor’s behalf) from adding to it, modifying it or interfering with it in any way.

8. Internet Access
8.1 All internet connections are unlimited, uncontended and are subject to acceptable use.
8.2 Services can be provided either as wires-only or as a managed service. For the latter, TSI provides a managed Cisco Customer Premises Router which serves as an access and routing device (not a security device) and is owned and fully managed by TSI for the duration of the service. Where a customer chooses to use a wires-only service the Customer must supply a layer 3 router capable of supporting BGO. TSI does not provide any guarantees that the non-TSI supplied router will work with the service. TSI reserves the right to raise a charge of £900 a day for any work it does in assisting with third party router configuration.
8.3 TSI will monitor all managed internet access circuits and will alert the Customer in the event that circuit becomes unavailable/unreachable (only). Monitoring and alerting for wires-only services is the Customer’s responsibility. SNMP access to TSI routers (read-only or otherwise) is not provided to the Customer.
8.4 TSI will provide a subnet for the Customers use – a /30 will be allocated as standard. Larger allocations can be made upon request and justification. A charge will be made for non-standard subnets.
8.5 Connections to the internet (which are, by design, public-facing) are not provided with any security or security features; the Customer is responsible for all security (for example, firewall services) and to ensure the connection feed is ‘cleaned’. This is also the case where TSI provides a managed service and router.
9 Connection

9.1 Any equipment connected to the Service must be technically compatible with the Service and connected and used in compliance with any applicable instructions, standards or laws. Any such equipment should not cause any damage to the TSI or Gamma network, the Service, the Equipment, any other customer’s network or the network of any underlying service provider.
9.2 The Customer agrees to only connect equipment to the Service by using the CPE provided by TSI.
9.3 If the Customer becomes aware that any equipment connected to the Service does not comply with the relevant instructions, standards or laws they should immediately disconnect the equipment or ensure its immediate compliance. Failure to disconnect non-compliant equipment will result in TSI disconnecting it at the Customers expense.
9.4 TSI will not be liable for any failure to meet any service levels or any failure of the Service or any other obligations if such failure has been found to be caused by the connection of any equipment other than in compliance with this clause 8.

10. Premises Access
10.1 TSI and/or its sub contractor will conduct any required site visits during normal working hours, that is to say between 08:00 and 17:00 Mondays to Fridays (excluding UK public and bank holidays). In the event that the Customer requests a site visit outside such hours this will be the subject of an additional Charge. Such charge will not apply to visits to repair faults.
10.2 The Customer will provide access to the site to TSI, BT Openreach, Gamma and/or its sub contractor for the purposes of site surveys, installation or otherwise as required for the provision of the Service. The Customer shall provide a suitable and safe working environment for TSI’s employees and authorised sub contractors at the site. The Customer shall indemnify TSI, Gamma and its sub contractors for death or personal injury claims or actions threatened or brought against them resulting from the Customer’s breach of this clause 9.2, save where such claim or action results from TSI or BT Openreach or Gamma’s negligence or that of its employees, sub contractors or agents acting in the course of their employment or agency.
10.3 TSI and Gamma agrees to observe and ensure that its employees observe the Customers’s reasonable security and safety requirements insofar as these are communicated to TSI, BT Openreach, Gamma or its employees.
10.4 It is the responsibility of the Customer to make good or re-decorate any areas of the site affected by the installation of the Service save where any damage is caused by TSI or BT Openreach or Gamma’s negligence in which case the limitation of liability provisions in clause 10 shall apply.

11. Limitation of Liability
11.1 Nothing in this Agreement shall exclude or limit liability for death or personal injury resulting from the negligence of either party or their servants, agents or employees.
11.2 Neither party shall be liable in contract, tort, precontact or other representations (other than fraudulent or negligent misrepresentations) arising out of or in connection with this Agreement for;
• any economic losses (including, without limitation, loss of revenues, profits, contracts, or business); or
• any special, indirect or consequential losses or any destruction of data, arising out of or in connection with the provisions of this Agreement.
11.3 Subject to Clauses 11.1 and 11.2 TSI’s liability to the Customer in contract, tort, negligence, pre-contact or other representations arising out of or in connection with this Agreement or the performance or observation of its obligations under this Agreement shall be limited in aggregate to the charges paid, by the Customer under this Agreement.
11.4 Each provision of this Agreement, excluding or limiting liability, operates separately. If any part is held by a court to be unreasonable or inapplicable, the other parts shall continue to apply.
11.5 The customer indemnifies TSI and its suppliers including Gamma against any claims or damages arising from the Customers access to the use of the Service and any information, data or material produced, transmitted or downloaded on the Service.


12. Force Majeure
12.1 If either party is unable to perform any obligation under this Agreement because of a matter beyond that party’s reasonable control such as lighting, flood, exceptionally severe weather, fire, explosion, war, civil disorder, industrial disputes (whether or not involving the party’s employees), or acts of local or central Government or other Competent authorities or events beyond the reasonable control of that party’s suppliers, the party will have no liability to the other for that failure to perform.
12.2 If any of the events detailed in paragraph 12.1 continue for more than 1 months either party may serve notice on the other terminating this Contract.

13. Confidentiality
13.1 The parties will keep in confidence any information (whether written or oral) of a confidential nature (including software and manuals) obtained under or in connection with this Agreement or the Service and will not without the written consent of the other party disclose that information to any person (other than their employees or professional advisors, or in the case of TSI the employees of a TSI Group Company or their suppliers, who need to know the information).
13.2 This Clause 13.1 will not apply to:
• any information, which has been, published other than through a breach of this Agreement;
• information lawfully in the possession of the recipient before the disclosure under this Agreement took place;
• information obtained from a third party who is free to disclose it; and
• information, which a party is, requested to disclose and, if it did not, would be required by law to do so.
13.3 This Clause 13.1 will remain in effect for 2 years after the termination of this Agreement.

14. Data Protection
14.1 For the purposes of this clause:
14.1.1 “Applicable Data Protection Legislation” shall mean (a) the Data Protection Act 1998; or (b) from 25th May 2018, the GDPR, read in conjunction with and subject to any applicable UK national legislation that provides for specifications or restrictions of the GDPR’s rules; or (c) from the date of implementation, any applicable legislation that supersedes or replaces the GDPR in the UK or which applies the operation of the GDPR as if the GDPR were part of UK national law, which may include the Data Protection Act 2018;
14.1.2 “GDPR” shall mean the General Data Protection Regulation (EU) 2016/679; and
14.1.3 “Personal Data”, “Data Controller”, “Data Processor”, “Data Subject”, and “processing” (and other parts of the verb ‘to process’) shall have the meaning set out in the Applicable Data Protection Legislation.
14.2 Each party shall comply at all times with its respective obligations under the provisions of the Applicable Data Protection Legislation and shall not perform its obligations under this Agreement in such a way as to cause the other to breach any of its applicable obligations under Applicable Data Protection Legislation.
14.3 In the event TSI provides a service then TSI processes Personal Data on behalf of the Customer and for such purposes TSI is the Data Processor and the Customer is the Data Controller. In connection with such processing TSI shall:
14.3.1 process the Personal Data only on documented instructions from the Customer and in accordance with this Agreement;
14.3.2 ensure that persons authorised to process the Personal Data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality and take steps to ensure that such persons only act on TSI’s instructions in relation to the processing;
14.3.3 implement appropriate technical and organisational measures to protect the Personal Data against unauthorised or unlawful processing and against accidental loss, destruction, damage, alteration or disclosure. These measures shall be appropriate to the harm and risk which might result from any unauthorised or unlawful processing, accidental loss, destruction or damage to the Personal Data and having regard to the nature of the Personal Data which is to be protected (and the Customer shall notify TSI immediately if the nature of such Personal Data changes in a material way);
14.3.4 remain entitled to appoint third party sub-processors. Where TSI appoints a third party sub-processor, it shall, with respect to data protection obligations:
(a) ensure that the third party is subject to, and contractually bound by, at least the same obligations as TSI; and
(b) remain fully liable to the Customer for all acts and omissions of the third party;
14.3.5 in addition to the sub-processors engaged pursuant to clause 1.3.4 above, be entitled to engage additional or replacement sub-processors, subject to:
(a) the provisions of clause 1.3.4 above being applied; and
(b) TSI notifying the Customer of the additional or replacement sub-processor, and where the Customer objects to the additional or replacement sub- processor, the parties shall discuss the objection in good faith;
14.3.6 not transfer Personal Data outside of the UK / European Economic Area except where such transfer is made in such a way as to ensure that the level of protection offered to natural persons by the Applicable Data Protection Law is not undermined;
14.3.7 assist the Customer to respond to requests from Data Subjects who are exercising their rights under the Applicable Data Protection Legislation;
14.3.8 notify the Customer without undue delay after becoming aware that it has suffered a Personal Data breach and shall not inform any third party of the Personal Data breach without first obtaining the Customer’s prior written consent, except when law or regulation requires it;
14.3.9 on the Customer’s reasonable request, assist the Customer to comply with the Customer’s obligations pursuant to Articles 32-36 of the GDPR (or such corresponding provisions of the Applicable Data Protection Legislation), comprising (if applicable): (a) notifying a supervisory authority that TSI has suffered a Personal Data breach; (b) communicating a Personal Data breach to an affected individual; (c) carrying out an impact assessment; and (d) where required under an impact assessment, engaging in prior consultation with a supervisory authority;
14.3.10 unless applicable law requires otherwise, upon termination of the Agreement, at the option of the Customer comply or procure compliance with the following (i) delete all personal data provided by the Customer to TSI and/or (ii) return to the Customer all Personal Data provided by the Customer to TSI; and
14.3.11 not more than once in any 12 month period and on reasonable notice, of at least twenty (20) business days, permit the Customer (subject to reasonable and appropriate confidentiality undertakings), to inspect and audit TSI’s data processing activities to enable the Customer to verify and/or procure that TSI is complying with its obligations under this clause.
14.4 Each party may collect, store and process contact Personal Data (such as name, work email address, telephone/mobile work number, and work address) of the other party and/or its employees for the purposes of the performance of this Agreement, and such collection and/or processing shall be carried out in accordance with such party’s privacy policy.


15. Notices
15.1 Notices given under this Agreement must be in writing and may be delivered by hand, or by courier or first class post to the following addresses:
• To TSI at the address of the TSI office shown on the Order Form or any alternative address which TSI notifies to the Customer;
• To the Customer at the address to which the Customer asks TSI to send invoices, the address of the Customer’s premises, or, if the Customer is a limited company, it’s registered office.

16. General Provisions
16.1 The Agreement will constitute the entire agreement between the parties and will supersede all prior and contemporaneous agreements, communications and representations (except for fraudulent or negligent misrepresentations) whether oral or written, between the parties.
16.2 A person who is not party to this Contract has no right under the Contracts (Rights of Third Parties) Act
16.3 1999 to enforce any term of this Contract, but this does not affect any right or remedy of a third party which exits or is available apart from that Act.
16.4 In the event of a dispute between the parties, the parties will attempt in good faith to resolve the dispute or claim arising out of or relating to the Agreement promptly through negotiations between the respective representatives of the parties who have authority to settle the same.
16.5 If any provision of the Agreement (whether in part or in whole) is held by a court of competent jurisdiction to be illegal, invalid or unenforceable the remaining provisions of the Agreement shall remain in full force and effect.
16.6 Any waiver of any breach of any provision of the Agreement will not constitute a waiver of any prior, concurrent or subsequent breach of the same or any other provisions of the Agreement.
16.7 The Customer may not assign or otherwise transfer, by operation of law or otherwise, the Agreement or any rights or obligations therein without the prior express written consent of TSI.
16.8 The headings to the sections of this Agreement are for convenience only.


17. Law
The Agreement shall be governed by the laws of England and the parties submit to the non-exclusive jurisdiction of the Courts of England.

APPENDIX 1 - SERVICE LEVEL AGREEMENT

TSI will use reasonable endeavours to comply with the service levels set out in this Appendix, but these levels are target service levels only and TSI has no liability for any failure to meet them except as set out in this Appendix.

18. Service Levels
18.1 Availability
The Service can be used to deliver internet access or IP telephony services. Different network architectures are used to deliver each of these services.
• When used for internet access each Ethernet circuit will be available for 99.9% of any given calendar month;
• When used for IP telephony services each Ethernet circuit will be available for 99.94% of any given calendar month.
The following shall not be included when calculating the above service level(s):
• Outages or delays which are deemed by TSI to be the result of matters outside its direct control
• Planned or notified maintenance whether in response to an emergency or otherwise.
18.2 Performance
The performance measures below are for the end-to-end service, from the Gamma core network (source) to the service demarcation point (destination):
• Latency (Source to Destination) - <15ms
• Packet Loss - <0.2%
• Jitter (Source to Destination) - <5ms
These performance measures are only applicable to VoIP traffic destined for either TSI’s Sip Trunking Platform or Horizon Platform and to any other traffic where overall traffic levels on a customer circuit do not exceed the purchased Committed Data Rate (CDR). Where traffic exceeds the CDR, or in the case of VoIP traffic, exceeds the bandwidth purchased to service the VoIP traffic, this traffic will be shaped which may result in increased latency, jitter or packet loss.

19. Service Level Guarantee
19.1 Provisioning
TSI will activate the service by midnight on the CDD.
For managed internet access and services supporting TSI IP telephony, the installation of a TSI router is required for the full connectivity to the TSI network. This installation occurs on or after the Activation Date.
If TSI does not activate the service by midnight on the Activation Date, then TSI will credit the Customer with a compensation entitlement in accordance with the following table:
Number of working days activation is beyond the
Activation Date Compensation Entitlement - reduction in the connection charge for the circuit
1-10 5%
11-15 10%
16-20 15%
More than 20 20%

Connection charges for any other TSI product associated with the service are be excluded from the calculation of the compensation entitlement.

19.2 Fault Handling
Ethernet Services are monitored 24 hours a day and 7 days a week including Public and Bank Holidays.
All faults will be validated when reported and subsequently classified as below:
1) Priority 1 - Total loss of service (hard down or no transmission of signal in one or both directions)
2) Priority 2 – Service is available, but either reduced functionality or degradation is creating significant business impact for the End User
3) Priority 3 - Service is available, but either reduced functionality or degradation is being experienced by the Customer without any significant business impact for the Customer

For Priority 1 faults TSI will resolve the fault within 6 Clock Hours (as defined below) from a validated fault, or, for Copper Ethernet, 8 Clock Hours from a validated fault.
Clock Hours are defined as the time between the Start Time and Stop Time, excluding Parked Time, where:
1) Start Time means the time a fault has been validated and categorised as a Priority 1 fault
2) Stop Time means the time a fault has been resolved
3) Parked Time means the time during which the resolution of a fault is outside of Gamma’s control

For Priority 2 faults TSI will resolve the fault within 1 working day from a validated fault.
For Priority 3 faults TSI will resolve the fault within 3 working days from a validated fault.
For Priority 1 faults only, if TSI does not resolve a fault on a circuit within the relevant timeframe set out above, then TSI will credit the Customer with a compensation entitlement in accordance with the following table:

Measurement Compensation Entitlement - reduction in monthly circuit rental
Each hour or part hour beyond the target fault clearance time 10% of the monthly rental
Credits will be applied on a per fault basis and will be capped at 100% of the monthly circuit rental. Monthly rental charges for any other TSI product associated with the service are excluded from the calculation of the compensation entitlement.


20. Exclusions from Service Levels and the Service Level Guarantee
A service level, service level guarantee and any compensation entitlement will not apply if:
- the failure by TSI is due to the Customer’s own network or equipment or any other network (including but not limited to the internet) or equipment outside the TSI network;
- the Customer is in breach of any part of these terms and conditions and such breach affects TSI’s ability to comply with the service level and/or service level guarantee or if TSI’s underlying service provider suspends the service or any part of it as a result of any such breach;
- through no fault of its own or because of circumstances beyond its reasonable control, TSI is unable to carry out any necessary work at, or gain access to the Customer’s site or the Customer fails to agree an appointment date or planned work is aborted (save at TSI’s request);
- reasonable assistance is required or information is reasonably requested by TSI from the Customer and such assistance or information is not provided or is not provided in a timely fashion;
- through no fault of its own, TSI is unable to obtain any necessary permissions or consents required in connection with the performance of a particular service level or service level guarantee;
- the failure is due to Force Majeure or some other event outside TSI’s reasonable control;
- the failure is due to a planned or emergency service interruption;
- the failure is due to an inaccurate Order Form having been submitted;
- the Customer has failed to implement any reasonable and explicit instructions issued by TSI in relation to the service.

21. Wires-Only Service
Services provided to the reseller without a TSI-supplied and managed customer premises router are known as ‘wires-only’ services. These services are not provided as managed services and therefore have a reduced Service Level Agreement, as set out below:
(a) For a wires-only service, the service demarcation boundary is the customer port of the Network Terminating Equipment (“NTE”);
(b) The service levels set out in paragraphs 18.1 and 18.2 above apply to the TSI core network only;
(c) In the event of a fault it is incumbent on the Customer to demonstrate that the fault lies with the TSI Service and not externally. If both parties agree this to be the case the fault is deemed to be validated and TSI will resolve the fault within the timescales set out in clause 19.2 above. The compensation entitlement set out in that paragraph will apply to any failure by TSI to resolve the fault within such timescales.

22. Successors and Assigns

22.1. TSI may, but the Customer shall not (without the prior written consent of TSI such consent not to be unreasonably withheld or delayed), assign or delegate or otherwise deal with all or any of its rights or obligations under the Agreement.

Installations Terms and Conditions

1. Definitions
“TSI” means Telephone Systems Installations Limited whose registered office is at 151 Business Design Centre, Upper Street, London, N1 0QH. Registered in England and Wales with Company Registration Number: 3406791 and VAT Number: GB701 9866 25. TSI and TSI Voice & Data are trading names of Telephone Systems Installations Ltd.

“Customer” means the business that places the order and is to be invoiced for the installation.

“Installation” means the installation, connection, configuration and/or supply of the items listed on the Sales Quotation.

“Agreement” means these Terms, together with the Sales Quotation.

“Third Party” means any company that TSI may use to deliver the installation. 

“Customer Equipment” means the apparatus belonging to the customer not forming part of the TSI Equipment but which may be connected to the TSI Equipment.

“Sales Quote” means the Sales Quotation provided in advance of an order to detail prices.

“TSI Equipment” means any apparatus or equipment provided by TSI or any Third Party to the customer at the Site to enable provision of the Service under this Agreement.

"Active Equipment" means electronic devices that receive power.

“Site” means the address where the installation is to be received

2. General Conditions
2.1 These conditions shall come into force on our acceptance of your order and shall apply to all orders received whether in writing or otherwise. In case of conflict between these conditions and your conditions of purchaser the terms of your enquiry or order or any correspondence relating thereto these conditions shall prevail except to the extent that these conditions are excluded by specific reference by us in writing. No variation of your order will be recognised unless agreed by us in writing. We reserve the right to cancel your order if you commit an act of bankruptcy or commence winding up by reason of insolvency or make an arrangement for the benefit of creditors.

3. Credit Accounts
3.1 Customers wishing to open a credit account are requested to provide two trade references and one banker's reference. Until we have approved a credit account in writing we may ask for payment in part or full before commencing the installation.

4. Settlement Terms
4.1 Payment is due within 30 days from the invoice date. Overdue amounts may automatically accrue interest daily at a standard rate of 2% above the Bank of England's base rate. We reserve the right to suspend work or orders immediately should an account become overdue.

5. Prices and Price Lists
5.1 All quotations are given at current prices but are subject to alteration with notice in accordance with prices ruling at the time of delivery. All price lists and other advertising matter are intended to present only an indication of the type of goods offered and no price or other particulars contained therein shall be binding on us unless expressly included by reference thereto. Labour prices, if applicable, are given in the attached Schedule of Rates.

6. Warranty
6.1 All TSI equipment installed is covered by the relevant manufacturer warranty. We give no guarantee on goods supplied by us. However notwithstanding the foregoing, we give you a guarantee equivalent to such unexpired portion of the guarantee or warranty (if any) received by us from supplier of such goods. You shall properly use and care for and maintain the goods.
6.2 TSI will make available upon request information on the design, construction and installation of products to ensure that as far as reasonably practicable they are safe and without the risk to health when properly used. It is the responsibility of purchasers to take such steps as are necessary to ensure that appropriate information relevant to the products and their use is made available to the end user. Our liability under these conditions shall be in lieu of any warranty or condition implied by law as to the quality fitness for any particular purpose or merchantable quality of the goods. No statement made or agreed and no liability undertaken orally shall be binding upon us unless confirmed in writing.
6.3 We will guarantee that the work carried out by the company will be to the standard expected of all relevant British/International Standards. Furthermore, we guarantee that for a period of twelve months (or longer if confirmed in writing) we will rectify any faults resulting directly from incorrect or poor workmanship or installation by TSI Voice & Data. We will not be liable for faults caused by negligence, misuse or faulty appliances. We reserve the right to withdraw this guarantee should unauthorised third parties install, alter or tamper with any part of the guaranteed system.
6.4 TSI take no responsibility for Customer Equipment connected to the TSI equipment, other than to ensure that TSI equipment is functioning as it should
7. Delivery and Work Commencement Dates
7.1 Delivery and dates for commencement of works are given in good faith by us to indicate estimated delivery times and start dates but shall not amount to a contractual obligation to deliver or commence work on the date or time given. No liability for direct or consequential loss or damage arising from delay and delivery will be accepted by us.
7.2 Delivery and or commencement of work dates shall be reasonably extended if delays are caused by industrial disputes or by any cause beyond our reasonable control.
7.3 TSI reserve the right to charge a minimum of 4 hours labour per Technician plus relevant associated costs (travel, congestion charge etc) in any instance where TSI are unable to start their work, or are required to leave and return to site on another day, due to the client misinforming us that they were ready for TSI to commence the installation.

8. Passing of Title
8.1 Title to any goods supplied by us shall not pass onto you until we have received in cash or cleared funds payment in full of the price of the goods and services agreed to be sold by us to you for which payment is then due. Should the goods become the constituents of other products / services we shall have legal ownership of such other products as if they were simply and solely the goods being supplied by us. We shall also have the right to enter your premises to recover any goods supplied by us or other products of which the goods have become part in the event of your failure to pay for the goods and / or services so supplied.

9. Legal Construction
9.1 Unless otherwise agreed in writing by one of our partners, the construction validity and performance of any contract arising hereunder shall in all respects be construed and operate in accordance with English Law and shall be subjected to the jurisdiction of the English Courts.

10. Labour Charge
TSI will quote for labour on either a either a pre-agreed Fixed Price or a Time & Materials basis based on the actual costs involved; the method of quoting is to be agreed in advance. The conditions for Labour on a Time & Materials basis is laid out below.
10.1 Labour on a Time and Materials Basis -
10.1.1. An initial site survey is non-chargeable for any site within the M25.
10.1.2. A 1st Hour charge is applied for any occasion where a TSI Technician attends a site. The full 1st Hour charge is always applied, including in those instances where the visit is less than 1 hour. The 1st Hour charge is applicable to any site visit, regardless of whether it is the Technician has visited more than one site in a given day.
10.1.3. All hours are charged in 30 minute increments, with the time rounded to the nearest 30 minutes.
10.1.4. All work between 08:00 and 17:00 on Monday to Friday is charged at standard time. 30% loading is applied to any hours worked between 17:00 and 08:00.
10.1.5. 30% loading is added to all work carried out on a Saturday, and 60% loading is added to all work carried out on a Sunday.
10.1.6. If a Technician works for 9 hours or longer in a given day, then a 1 hour break is deducted regardless of whether the Technician had any, or all, of their allowed break period.
10.1.7. Should a Technician work over 5 hours in a given day then a day rate will be applied. Should the Technician work over 9 hours (including break) then overtime is charged in 30 minute increments, at an increased rate should point 4 apply.
10.1.8. All Technicians travel is calculated from beginning and ending at the TSI Head Office in London. All journey time and mileage is calculated using AA Route Map using the most direct route to site, and no additions will be charged for traffic delays or detours. 1 hour will be deducted from the journey to site, and 1 hour for the journey from site to cover the Technicians commute to and from work.
10.1.9 No travel charge is applied to any site within the M25, regardless of the Technicians’ journey to site. Wherever possible TSI will endeavour to reduce the travel charge by using Technicians who live close to each other and can share a vehicle, therefore reducing the mileage charge.
10.1.10. A subsistence charge is applied only if the Technician is required to stay overnight, and if the Technician could not reasonably be expected to travel home due to either distance and/or shift finishing time. The subsistence charge covers hotel costs and provision of an evening meal to the Technician. No additional charge is made in all instances where the actual costs are larger than the subsistence charge.
10.1.11. A fixed fee is applied to cover Flights, Ferry and Train costs and will not be increased in all instances where the actual costs are higher.
10.1.12. A Congestion Charge is applied when a Technician is required to enter the zone. It applies to all TSI vehicles that are required onsite for a given day.
10.1.13. A Parking Charge is only applicable when a Technician is working in the West End of London
10.1.14. Where the requested works include Active Equipment installation and configuration then Telephone Engineer rates are applied
10.1.15 If the Customer does not have a current Service Agreement with TSI Voice & Data then remote system programming and configuration changes are charged at the Telephone Engineer 'Hourly Charge' rate.
10.2 A Fixed Price quote uses the same conditions and principals as in 10.1 with the exception that the quote is fixed in advance an will not increase or decrease unless otherwise agreed and an additional Sales Quotation will be issued for additional requirements and variations

11. Health & Safety
11.1 Health and Safety takes priority over all other considerations. TSI will undertake and provide a Risk Assessment and Method Statement (“RAMS”) before commencing any installation. TSI reserve the right to cancel any installation if the site is deemed unsafe and suitable controls cannot be implemented.

12. Successors and Assigns
12.1. TSI may, but the Customer shall not (without the prior written consent of TSI such consent not to be unreasonably withheld or delayed), assign or delegate or otherwise deal with all or any of its rights or obligations under the Agreement.

13. Data Protection
13.1 For the purposes of this clause:
13.1.1 “Applicable Data Protection Legislation” shall mean (a) the Data Protection Act 1998; or (b) from 25th May 2018, the GDPR, read in conjunction with and subject to any applicable UK national legislation that provides for specifications or restrictions of the GDPR’s rules; or (c) from the date of implementation, any applicable legislation that supersedes or replaces the GDPR in the UK or which applies the operation of the GDPR as if the GDPR were part of UK national law, which may include the Data Protection Act 2018;
13.1.2 “GDPR” shall mean the General Data Protection Regulation (EU) 2016/679; and
13.1.3 “Personal Data”, “Data Controller”, “Data Processor”, “Data Subject”, and “processing” (and other parts of the verb ‘to process’) shall have the meaning set out in the Applicable Data Protection Legislation.
13.2 Each party shall comply at all times with its respective obligations under the provisions of the Applicable Data Protection Legislation and shall not perform its obligations under this Agreement in such a way as to cause the other to breach any of its applicable obligations under Applicable Data Protection Legislation.
13.3 In the event TSI provides a service then TSI processes Personal Data on behalf of the Customer and for such purposes TSI is the Data Processor and the Customer is the Data Controller. In connection with such processing TSI shall:
13.3.1 process the Personal Data only on documented instructions from the Customer and in accordance with this Agreement;
13.3.2 ensure that persons authorised to process the Personal Data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality and take steps to ensure that such persons only act on TSI’s instructions in relation to the processing;
13.3.3 implement appropriate technical and organisational measures to protect the Personal Data against unauthorised or unlawful processing and against accidental loss, destruction, damage, alteration or disclosure. These measures shall be appropriate to the harm and risk which might result from any unauthorised or unlawful processing, accidental loss, destruction or damage to the Personal Data and having regard to the nature of the Personal Data which is to be protected (and the Customer shall notify TSI immediately if the nature of such Personal Data changes in a material way);
13.3.4 remain entitled to appoint third party sub-processors. Where TSI appoints a third party sub-processor, it shall, with respect to data protection obligations:
(a) ensure that the third party is subject to, and contractually bound by, at least the same obligations as TSI; and
(b) remain fully liable to the Customer for all acts and omissions of the third party;
13.3.5 in addition to the sub-processors engaged pursuant to clause 1.3.4 above, be entitled to engage additional or replacement sub-processors, subject to:
(a) the provisions of clause 1.3.4 above being applied; and
(b) TSI notifying the Customer of the additional or replacement sub-processor, and where the Customer objects to the additional or replacement sub- processor, the parties shall discuss the objection in good faith;
13.3.6 not transfer Personal Data outside of the UK / European Economic Area except where such transfer is made in such a way as to ensure that the level of protection offered to natural persons by the Applicable Data Protection Law is not undermined;
13.3.7 assist the Customer to respond to requests from Data Subjects who are exercising their rights under the Applicable Data Protection Legislation;
13.3.8 notify the Customer without undue delay after becoming aware that it has suffered a Personal Data breach and shall not inform any third party of the Personal Data breach without first obtaining the Customer’s prior written consent, except when law or regulation requires it;
13.3.9 on the Customer’s reasonable request, assist the Customer to comply with the Customer’s obligations pursuant to Articles 32-36 of the GDPR (or such corresponding provisions of the Applicable Data Protection Legislation), comprising (if applicable): (a) notifying a supervisory authority that TSI has suffered a Personal Data breach; (b) communicating a Personal Data breach to an affected individual; (c) carrying out an impact assessment; and (d) where required under an impact assessment, engaging in prior consultation with a supervisory authority;
13.3.10 unless applicable law requires otherwise, upon termination of the Agreement, at the option of the Customer comply or procure compliance with the following (i) delete all personal data provided by the Customer to TSI and/or (ii) return to the Customer all Personal Data provided by the Customer to TSI; and
13.3.11 not more than once in any 12 month period and on reasonable notice, of at least twenty (20) business days, permit the Customer (subject to reasonable and appropriate confidentiality undertakings), to inspect and audit TSI’s data processing activities to enable the Customer to verify and/or procure that TSI is complying with its obligations under this clause.
13.4 Each party may collect, store and process contact Personal Data (such as name, work email address, telephone/mobile work number, and work address) of the other party and/or its employees for the purposes of the performance of this Agreement, and such collection and/or processing shall be carried out in accordance with such party’s privacy policy.

Appendix - Schedule of Rates

    Min. Visit Charge First Hour Charge Hourly Charge Day Rate
Standard Technician £100 £100 £50 £300
Standard Telephone Engineer £120 120 £60 £400
Out of Hours (OOH) Technician £130 130 £65 £390
Out of Hours (OOH) Telephone Engineer £156 156 £78 £520
Premium Technician £160 160 £80 £480
Premium Telephone Engineer £192 192 £96 640

 

  • Hourly Charging - Charges are calculated in 1 Hour increments and time is rounded up to the nearest Hour.
  • Out of Normal Hours Loading -
    • Weekdays outside 08.00 – 17.00: OOH 
    • Saturdays 08.00 – 17.00: OOH
    • Saturdays outside 08.00 – 17.00: Premium
    • Sundays & Public Holidays: Premium
  • Day Rates - Day rates are applied for any works over 5 hours
  • Travelling Time - Standard rates apply for travel time after first hour of travel (only applies to sites outside the M 25)
  • Travelling Expenses - Mileage is charged at £0.50 per mile, after the first 30 miles of travel
  • Overnight Expenses - £90 per night, if required (Only outside of M25)
  • Out of Hours Response - When the client instructs TSI to carry out work outside of normal working hours a minimum of 4 hours labour will be charged for each Technician
  • Materials and Equipment – The above charges are exclusive of any materials and equipment supplied. Any materials or equipment supplied will be charged as additional to the above rates.