Terms & Condition

1Definitions and Interpretations

2Supply of Network Services

The Vee Network undertakes to use all reasonable endeavours to supply the Network Services to the Subscriber as and from the Connection Date subject to and on the terms of this Agreement.

3Duration/Termination

This Agreement shall come into full force and effect from the date on the order form or the date the service goes 'live' whichever is the later, and shall continue for a period of 18 months or 24 months dependent on choice.

If the subscriber doesn't inform us at the end of the month of the contract or within 28 days, then the contract will automatically revert to a month-by-month basis.

This penalty applies and covers line rental throughout the term of the agreement.

4Conditions of Use of Network Services

The Subscriber agrees and undertakes:

1. To use the Network Services in accordance with such conditions as may be notified to it in writing by the Vee Network from time to time.
2. Not to contravene the Act or any other relevant regulations or licences granted thereunder.
3. Not to use the Network Services to communicate any material which is intended to be a hoax call to emergency services or is of a criminal, defamatory, offensive, abusive, obscene or menacing character.
4. Not to use the Network Services in a manner which constitutes a violation or infringement of the rights of any other party.
5. To provide the Vee Network with all such information as it reasonably requests relating to the Subscriber's telecommunications apparatus.
6. The Subscriber shall indemnify the Vee Network against all liabilities, claims, damages, losses and expenses arising from the use by the Subscriber of the Network Services in breach of this Agreement.

Number Translation Service

This clause applies to the Number Translation Service:

• Vee Network shall be entitled for operational or technical reasons or in order to comply with any numbering scheme or other obligation imposed on Vee Network by the Licensors or by any other competent authority to withdraw or change any telephone or code (or group thereof) allocated to the Subscriber as part of the Number Translation Service, provided that the Vee Network gives the Subscriber the maximum period of notice in writing thereof practicable in the circumstances.
• The Subscriber acknowledges and agrees that any Number Translation Service including any telephone numbers provided as part of that service shall only be provided by Vee Network and available for use by the Subscriber for the duration of this Agreement and that any telephone number issued to the subscriber remains owned by Vee Network and not the subscriber.

5Access to Premises and Provision of Information

To enable Vee Network to exercise its obligations under this Agreement:

• The Subscriber shall permit or procure permission for Vee Network and any other person(s) authorised by Vee Network to have reasonable access to its premises and its telephone system and other equipment and shall provide such reasonable assistance as the Vee Network requests.
• Vee Network will normally carry out work, by appointment and during normal working hours but may request the Subscriber to provide access at other times but such requests shall not oblige the Subscriber to provide such access.
• At Subscriber's request, Vee Network may agree to work outside normal working hours and the Subscriber shall pay the Vee Network's reasonable charges for complying with such a request.

6Suspension of Service

Vee Network may at its sole discretion elect to suspend forthwith provision of the Network Services until further notice without compensation having given the Subscriber as much notice as is reasonable under the circumstances either orally by phone or email (confirming such notification in writing) or in writing in the event that:

1. The Subscriber is in breach of a material term of this Agreement including for the purposes of this Agreement its failure to pay invoices or charges to Vee Network on the due date.
2. Vee Network is obliged to comply with an order, instruction or request of the Government, an emergency services organisation or other competent administrative authorities.
3. Vee Network suspects that the Network Services are being used fraudulently, or in a manner contrary to the conditions in Clause 4.
4. The subscriber had failed to pay invoices as issued by Vee Network and despite reminders, phone calls, payments still remain unpaid.

The Subscriber shall reimburse Vee Network for all reasonable costs and expenses incurred by the implementation of such suspension and/or the recommencement of the provision of the Network Services as appropriate, but only where the suspension is implemented as a consequence of breach, fault or omission of the Subscriber.

7Liability

Limitations

• Neither party shall be liable to the other in contract, tort or otherwise for any loss of business, contracts, anticipated savings or profits or for any other indirect or consequential loss whatsoever.
• Vee Network's liability in contract, tort or otherwise arising out of or in connection with the performance of its obligations under this Agreement shall be limited to £1,000 for any one incident or series of incidents and £1,500 in aggregate.
• Vee Network shall not be liable to the Subscriber for any breach of any provision of this Agreement caused by any reason outside the control or responsibility of the Vee Network including without limitation the failure of any third party public telecommunications supplier, operator or network carrier to provide network capacity, any Act of God, inclement weather, failure or shortage of power supplies, flood, drought, lightning or fire, strike, lock-out, trade dispute or labour disturbance, any act or omission of Government, highways authorities, or other competent authorities.

For the avoidance of doubt, Vee Network shall not in any event be liable to the Subscriber or any third party for any claims, liabilities, damages, costs or losses, whether direct or indirect, or for any loss of revenue, business such as eBay or others, anticipated savings or profit arising in connection with the failure of the Subscriber to comply with any or all of its obligations under this Agreement.

8Charges and Payments

• The Subscriber shall be invoiced monthly by the Vee Network unless agreement is offered and accepted for quarterly billing and agrees to pay charges, by Direct Debit, within 14 days of receipt of invoice.
• Usage charges will be as detailed in the Vee Network's price list.
• Vee Network shall have the right to alter the charges in Vee Network's price list from time to time by giving the Subscriber not less than 28 days' notice, except where a specific guarantee is active.

• Usage charges payable shall be calculated by reference to data recorded or logged by or on behalf of the Vee Network and not by reference to any data recorded or logged by the Subscriber.
• Vee Network reserves the right to charge daily interest on amounts outstanding 14 days after invoice until payment in full is received, at a rate equal to 8% per annum above the Bank of England Base Lending Rate as current from time to time, whether before or after judgement. Interest shall continue to accrue notwithstanding termination of this Agreement.
• All sums referred to in this Agreement are inclusive of Value Added Tax and any taxes of a similar nature which may from time to time be introduced. ETF (Early Termination Fees) do attract VAT.
• Payment of all sums due to Vee Network shall be made without any set-off whatsoever.

Payment Management

If a Subscriber has trouble paying bills or manages their account in a way that arrears occur, then Vee Network, reserve the right to alter the payment frequency from quarterly to monthly in order to help the Subscriber manage their account. If Vee Network decides to change the payment frequency, then the Subscriber will receive this notice in writing via post/email before the change is made. Where arrears occur, Vee Network may offer the subscriber a payment plan to assist.

Credit Management

As part of its credit management procedures Vee Network may at any time:

• Require the Subscriber to pay a deposit; and/or
• Carry out a credit vet of the Subscriber

9Early Termination

This Agreement may be terminated forthwith by Vee Network either orally (confirming such notification in writing) including email or in writing if there is a material or persistent breach by the Subscriber of any of the Subscriber's obligations under this Agreement (including without limitation non-payment of charges due) and in the case of breaches which are capable of remedy the Subscriber fails to remedy the same within 7 days of such notice.

Policy

We will apply a termination charge if you stop your service when still within your contract minimum term for example, transferring your service to another provider. When you sign up for a minimum term service, the costs of that service are spread across the term period, for example over 18 or 24 months. Early Termination charges are applied to recover the costs of the service provided to you over the minimum contract period.

Vee Network May Also Terminate If:

1. Subscriber is consistently a late payer or fails to pay any sums due to Vee Network by the 15th of the month of the date of the invoice, in the case of a quarterly billed Subscriber fails to pay sums on the quarterly date requested.
2. Subscriber is in material breach of the Contract, which if capable of remedy has not been remedied within 20 days of receipt of written notice specifying the breach in reasonable detail and requiring its remedy. Failure may result in immediate termination and ceased lines.
3. Subscriber makes any voluntary arrangements with its creditors or becomes subject to an administration order or goes into liquidation or files for bankruptcy, whether voluntary or compulsory (other than for the purposes of a solvent reconstruction or amalgamation), or an encumbrancer takes possession of or a receiver is appointed in respect of any of its assets.
4. Subscriber fails to give any deposit or security required by Vee Network under this clause.
5. Subscriber has given false information in order to obtain services by deception.
6. Subscriber is abusive including racial or foul and abusive language, including threats to any member of Vee Network or its agents during any call made to us or by us.
7. Vee Network is obliged to comply with a court order, instruction or request of government, regulatory authority, emergency services organisation or other competent authority.

Additional Provisions

• If the Subscriber wishes to cancel this Agreement in whole or in part prior to the Connection Date, Vee Network will agree to accept such cancellation upon written notice on the basis that the Subscriber shall agree to reimburse to Vee Network any outstanding charges.
• If the subscriber has already been connected and cancels the service or is terminated under this agreement by Vee Network, then a final bill will be raised the following month after we receive notification of calls made up to the last day of service. This would be in addition to any Early termination invoice sent.
• Where breach occurs, Vee Network will order the cease of the line/s without delay. Any outstanding sums up to the point of disconnection agrees will be payable by the subscriber to Vee Network.

10Assignment

Vee Network may, but the Subscriber shall not (without the prior written consent of Vee Network 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 this Agreement.

11General

• This Agreement represents the entire understanding between the parties in relation to the subject matter hereof and supersedes all other agreements and representations made by either party, whether oral or written.
• This Agreement may be modified upon Vee Network giving to the Subscriber not less than 30 days prior written notice thereof.
• Failure by either party to exercise or enforce any right conferred by this Agreement shall not be deemed to be a waiver of any such right nor operate so as to bar the exercise or enforcement thereof or of any other right on any later occasion.
• By signing the Order Form or agreeing to the order by phone or email the Subscriber thereby agrees that it is a business only and not a consumer and that all its (the Subscriber's) terms and conditions of a business from this Agreement.

Notices

Any notice, invoice or other document which may be given by either party under this Agreement shall be in writing (except as provided otherwise) and shall be deemed to have been duly given if addressed to the party to which it is to be given and if left at or delivered by pre-paid recorded delivery mail or facsimile (provided that such facsimile is then confirmed by pre-paid mail) or email to that party's address as shown on the Order or in either case at such other address as has been notified by one party to the other.

Governing Law

This Agreement shall be governed by and construed and interpreted in accordance with English law, and the parties hereby submit to the jurisdiction of the English courts.

Any terms that would be implied herein by statute or common law shall be excluded to the fullest extent permitted by law.

12Legal

Debt Collection

If the Subscriber does not pay a bill, Vee Network may instruct a debt collection agency to collect payment (including any interest) on its behalf. If Vee Network instructs an agency, the Subscriber must pay Vee Network an additional sum. This will not exceed the reasonable costs Vee Network has to pay to the agency, who will add the sum to the Subscriber's outstanding debt on Vee Network's behalf.

Court Action Process

Failure to pay amounts owed to Vee Network, Subscribers will be sent:

1. Arrears letter
2. Combined Suspension and administration fee notice
3. Legal warning notice (if payments still remain unpaid)
4. Court action to recover amounts owed (CCJ or high court writ)

If any sum owed by the Subscriber to Vee Network under the Contract or any other contract the Subscriber has with Vee Network is not paid by the due date, Vee Network may deduct this sum from any payment or credit due to the Subscriber under the Contract or any other contract with Vee Network. If a Subscriber's account is subject to Vee Networks Legal department, then the department's decision will be final.

13Fraud Prevention

Vee Network may check the Subscriber's details with a fraud prevention agency. If the Subscriber provides information that Vee Network reasonably believes to be false or incorrect and Vee Network suspects fraud, Vee Network may record this information with a fraud prevention agency. Vee Network and other organisations may use and search this information.

14Fees

The Subscriber understands that should Vee Network have to take court action, then additional fees will be added to the subscribers account for court and any high court fees as well.

15Escalations and Dispute Resolution

Vee Network will try to work through any dispute that the subscriber may have with Vee Network. If this does not resolve the matter then the Subscriber may refer it:

• Where appropriate, in accordance with the details set out in Vee Networks Subscriber Complaints Code located at www.spartatelecom.com/complaintscode, copies of which are available on request; and
• Otherwise, by reference to the Ombudsman/communications if:
  • More than 8 weeks have passed with no final resolution from ourselves, or
  • We issue a deadlock letter to you, or
  • We have issued a final report and you are still unhappy

Dispute Resolution Procedure

Any dispute must be raised in writing with the subscriber's or Vee Networks representative as appropriate giving all relevant details including the nature and extent of the dispute. The subscriber and Vee Network will use reasonable endeavours to resolve any dispute as follows:

1. A dispute which has not been resolved by the subscriber's or Vee Networks representative within 14 days of being raised may be referred by the subscriber or Vee Network to the first level by written notice to the other; and
2. If the dispute is not resolved at the first level within 14 days of referral, the subscriber or Vee Network may refer the dispute to the second level by written notice or verbally to the other.

Alternative Dispute Resolution (ADR)

If the dispute is not resolved after the procedures detailed above have been followed then the parties agree to consider resolving the dispute by an Alternative Dispute Resolution (ADR) mechanism, including but not limited to:

• Early evaluation in accordance with the Ombudsman rules; or
• Expert determination in accordance with Ombudsman investigative procedures; or
• Mediation in accordance with the IDRS Cost-Controlled Mediation Procedure

Any ADR will be conducted in Luton or other location as determined by the ombudsman and in the English language, or by way of Email.

16Subscriber's Instructions

Vee Network has a duty under the GDPR (General Data Protection Regulation) and Ofcom regulations to protect our Subscribers account. Therefore, Vee Network may take instructions from a person whom it thinks, with good reason, is acting with the subscriber's permission.

Third Party Authorization

Vee Network will only discuss an account or act on a third party instructions where:

• The subscriber has been asked and has given their permission to talk with a third party on the account including action taken on the account, or
• Where the third party has a POA (Power of Attorney) which bears their name (Must be a Property and Financial where LPA is concerned). The third party as part of their legal responsibilities should supply a copy of the POA to Vee Network and which we will take as authority to discuss and make changes on the account.

Business vs Consumer

The provisions of the Contract will not affect the statutory rights of a Subscriber who is acting for purposes which are outside the Subscriber's trade, business or profession.

Where an order is placed by the Subscriber acting for purposes which are related to the Subscriber's trade, business or profession, it will be deemed a business to business transaction to which the Consumer Protection (Distance Selling) Regulations 2000 as amended by the Consumer Protection (Distance Selling) (Amendment) Regulations 2005 do not apply and which will be subject to Business Terms and conditions separate form these terms and conditions which apply to consumer only.

17Site Preparation and Access

If Vee Network installs the Equipment the Subscriber:

• Agrees to prepare the Site according to any instructions Vee Network may give and to provide Vee Network with reasonable access to the Site for the purposes of the Contract; and
• Will obtain any permission needed, including permission for any changes to the Site.

If the Subscriber or Vee Network damages the other's equipment it must pay for any repair or replacement needed. This does not apply where the damage results from normal use.

18Delivery and Installation

Vee Network will try to supply and install the Equipment by any date agreed with the Subscriber, but all dates are estimates.

If the Subscriber delays or prevents the delivery or installation of the Equipment, Vee Network may apply reasonable additional charges and/or claim a reasonable extension to any date agreed. Vee Network will notify the Subscriber in writing of any additional charges or charges will be as set out in Vee Network Price List, which the Subscriber will pay directly to Vee Network.

Work on the subscriber's line can only be carried out by Openreach engineers upon receipt of a Vee Network special Order No.

19Acceptance

If Openreach Installs the Equipment:

Openreach will test it to ensure that it is ready for use. Acceptance of the Equipment by the subscriber will take place on the earlier of:

• (a) the date when Vee Network notifies the subscriber that the Equipment has passed Vee Network's tests and is ready for use; or
• (b) the date when the subscriber begins to use the Equipment.

If Openreach Does Not Install the Equipment:

Acceptance of the Equipment by the subscriber will take place when the subscriber takes delivery or possession of the Equipment.

20Subscriber's Obligations

Until it has paid for the Equipment, the Subscriber will:

1. Keep the Equipment safe and only use it in accordance with any instructions Vee Network may give;
2. Not move the Equipment or any part of it from the Site;
3. Ensure that the Equipment is without risk to health;
4. Only use or allow the Equipment to be used for any purpose for which it is designed;
5. Not make any alterations or attachments to the Equipment without Vee Network's prior written consent. If Vee Network gives its consent, any alterations or attachments will become part of the Equipment;
6. Not sell, charge, assign, transfer or dispose of or part with possession of the Equipment or any part of it;
7. Not allow any lien, encumbrance or security interest over the Equipment, nor pledge the credit of Vee Network for the repair of the Equipment or otherwise;
8. Not claim to be owner of the Equipment and ensure that the owner of the Site will not claim ownership of the Equipment, even if the Equipment is fixed to the Site;
9. Indemnify Vee Network against all claims and proceedings arising from the Subscriber's use of the Equipment or if the Equipment is stolen or damaged as a result of the Subscriber's negligence or gross misconduct. The Subscriber will keep Vee Network informed of anything which may affect the rights of Vee Network, or involve Vee Network in any proceedings, loss or liability.

21Risk and Ownership

Risk Transfer

• Where the Contract includes delivery or installation, risk passes to the Subscriber on delivery of the Equipment, but the Subscriber will not be liable for any loss or damage that is caused by Vee Network's negligence.
• Where the Contract does not include delivery or installation risk passes to the Subscriber when the Subscriber takes possession of the Equipment.

Ownership

Ownership of the Equipment, (except for the Intellectual Property Rights) will pass to the Subscriber on payment in full of the charges as detailed on the Order Form.

Until payment in full:

• The Equipment will appear in the Subscriber's books in the name of Vee Network; and
• In the event of Bankruptcy or threatened seizure of the Equipment, the Subscriber will immediately notify Vee Network and Vee Network may take action to repossess the Equipment. The Subscriber will also notify interested third parties of Vee Networks ownership of the Equipment.

22Guarantees

If, for 12 months (or any other period notified to the Subscriber by Vee Network in writing) from acceptance of the Equipment, Vee Network is notified of a fault in the Equipment which is due to faulty design, manufacture or materials, or the negligence of Vee Network, Vee Network will where necessary by arrangement with the Subscriber, replace or (at its option) repair the faulty part free of charge provided that:

• The Equipment has been properly kept, used and maintained in accordance with the manufacturer's or Vee Networks instructions, if any, and has not been modified except with Vee Network's written consent; or
• The fault is not due to accidental or wilful damage; interference with or maintenance of Equipment by persons other than Vee Network; or
• The fault is not due to faulty design by the Subscriber where the Equipment has been manufactured to the Subscriber's design.

Additional Terms

• Unless agreed otherwise by Vee Network in writing, where Equipment is installed by the Subscriber, the Subscriber will normally be required to return faulty Equipment to Vee Network (where necessary, by arrangement with the Subscriber).
• If the Subscriber reports a fault and Vee Network finds there is none or that the Subscriber has caused the fault, Vee Network may apply a charge.
• Except where the Subscriber relies on Vee Network's written advice, it is the Subscriber's responsibility to satisfy itself as to the suitability of Equipment for its needs.
• Vee Network does not warrant that the Software supplied under the Contract will be free of all faults or that its use will be uninterrupted, but Vee Network will remedy those defects which significantly impair performance (where necessary by arrangement with the Subscriber) within a reasonable time.

23WEEE Regulations

The Subscriber is responsible under Regulation 9 of the Waste Electrical and Electronic Equipment Regulations 2006 ("the WEEE Regulations") for the costs of collection, treatment, recovery, recycling and environmentally sound disposal of any equipment supplied under the Contract that has become waste electrical and electronic equipment ("WEEE").

The Subscriber is responsible for any information recording or reporting obligations imposed by the WEEE Regulations. The Subscriber will indemnify Vee Network against any claims or legal proceedings that are brought or threatened against Vee Network by a third party which would not have been caused or made had the Subscriber fulfilled its express or implied obligations under this clause or in connection with the WEEE Regulations.

Vee Network will notify the Subscriber of any such claims or proceedings and keep the Subscriber informed as to the progress of such claims or proceedings.

Credit Management

As part of its credit management procedures Vee Network may at any time:

• Require the Subscriber to pay a deposit; and/or
• Carry out a credit vet of the Subscriber. The Subscriber agrees and consents to provide Vee Network with any information that Vee Network may reasonably require for this.

Payment is due on the date specified on the bill.

24Disputed Bills

If the Subscriber disputes any charge on a bill the Subscriber must notify Vee Network in writing or by phone or email within 6 months of the date of the bill with all relevant information.

25Late Payment

If Vee Network does not receive payment by the due date, Vee Network will charge the Subscriber daily interest on late payments at a per annum rate equal to 8% above the base lending rate of the Bank of England, compounded daily, for the period beginning on the date on which payment is due and ending on the date on which payment is made.

Debt Enforcement

If the Subscriber does not pay a bill, outstanding arrears or any other fee which is chargeable to which the Subscriber has been notified, Vee Network may instruct an outside third party debt enforcement agency to collect payment (including any interest) and legal or other charges on its behalf.

If Vee Network instructs a debt enforcement agency, the Subscriber must pay Vee Network an additional sum. This will not exceed the reasonable costs Vee Network has to pay to the agency, who will add the sum to the Subscriber's outstanding debt on Vee Networks behalf. Vee Network may instead issue a County Court claim, if the Subscriber fails to continue to pay outstanding amounts to Vee Network.

Escalation Process

1. Arrears letter sent
2. Administration fee notice sent (£40 charge)
3. Warning of county court action notice (£40 charge if account remains in arrears)
4. Court action commenced as per section 9.1(a) and 9.5

If any sum owed by the Subscriber to Vee Network under the Contract or any other contract the Subscriber has with Vee Network is not paid by the due date, Vee Network may deduct this sum from any payment or credit due to the Subscriber under the Contract or any other contract with Vee Network.

26Changing the Contract

The Contract cannot be varied without the written agreement of the parties, except that Vee Network may make minor changes to the specification of the Equipment which do not affect its performance, any change in the law which requires Vee Network to enforce this with its Subscriber.

27Ending the Contract

Vee Network May End or Suspend the Contract:

Before delivery or possession: On 7 days written notice by post or email to the Subscriber

With immediate effect if the Subscriber:

• Breaches the Contract and, if the breach is capable of remedy, fails to put right the breach within a reasonable time of being asked by Vee Network to do so. In this clause breach includes non-payment of any valid invoice by the due date; or
• Has bankruptcy or insolvency proceedings brought against them; or makes an arrangement with its creditors (other than where solely for solvent amalgamation or solvent reconstruction); or a receiver, administrative receiver or administrator is appointed over any of its assets; or it goes into liquidation; or a notice is given, a petition is issued, a resolution is passed, or any other step is taken to commence any of the foregoing procedures; or there is a corresponding event under Scottish law.
• Makes any threats or causes harassment or uses foul and abusive language or any other abuse of any member of staff at Vee Network at any time.

Cancellation Prior to Connection

Cancel an order prior to delivery or connection as long as this is 48 hours before Openreach make the connection.

Subscriber May End the Contract If:

• Vee Network materially breaches the Contract and, if the breach is capable of remedy, fails to put right the breach within a reasonable time of being asked by the Subscriber to do so; or
• Vee Network ceases to do business; or has bankruptcy or insolvency proceedings brought against it; or makes an arrangement with its creditors (other than where solely for solvent amalgamation or solvent reconstruction); or a receiver, administrative receiver or administrator is appointed over any of its assets; or it goes into liquidation; or a notice is given, a petition is issued, a resolution is passed or any other step is taken to commence any of the foregoing procedures; or there is a corresponding event under Scottish Law.

28Early Termination Charge

Our Policy

We will apply a termination charge if you stop your service when still within your contract term. When you sign up for a minimum term service, the costs of that service are spread across the term period, for example over 12, 18 or 24 months. Early Termination charges are applied to recover the costs of the service including installation and disconnection and administration work provided to you over the minimum contract period.

Our Prices

Early Termination charges apply to all our products or service taken out.

If you terminate your minimum term contract before the expiry date, you are liable to pay us a termination charge as follows:

29Limitation of Liability

Liability Limits

Subject to the above, the Subscriber and Vee Network's liability to the other under or in connection with the Contract for all and any direct loss or damage arising from any one incident or series of connected incidents is limited to:

• £1,000 for loss of or damage to physical property; and
• For all other loss or damage, the greater of either:
  • £10,000; or
  • 125% of the amounts payable by the Subscriber under the Contract

Exclusions

Neither the Subscriber or Vee Network will be liable to the other (whether in contract, tort, under statute, for misrepresentation or otherwise (including in each case negligence) and whether or not the party concerned was advised in advance of the possibility of such loss or damage, for:

30Intellectual Property & Confidentiality

Intellectual Property Rights

All Intellectual Property Rights whether pre-existing or created by the Subscriber or Vee Network during or arising from the performance of the Contract will remain the absolute property of that party or its licensor's.

Software Licensing

• If Software is provided to enable the Subscriber to use the Equipment, Vee Network grants the Subscriber a non-exclusive and non-transferable licence to use the Software in object code form solely as necessary for its own use of the Equipment and solely in accordance with the Contract and the applicable documentation.
• If the Subscriber is supplied with Software licensed by third parties who require the Subscriber to accept their terms of use, the Subscriber must keep to those terms.
• Except as permitted by applicable law or as expressly permitted under the Contract the Subscriber agrees not to copy, de-compile or modify any Software, or knowingly permit anyone else to do so.

Indemnity

Vee Network will indemnify the Subscriber against all claims and proceedings arising from infringement of any third party's Intellectual Property Rights by Vee Network's provision of the Equipment to the Subscriber.

This indemnity will not apply to claims or proceedings arising from:

• Use of the Equipment or Software in conjunction or combination with other equipment or software or any other service not supplied by Vee Network; or
• Any unauthorised modification of the Equipment or Software; or
• Content, designs, specifications or software supplied by or on behalf of the Subscriber; or
• Use of the Equipment or Software other than in accordance with the Contract

Remedies for Infringement

If the Equipment becomes, or Vee Network believes it is likely to become, the subject of a claim of infringement of any Intellectual Property Rights Vee Network, at its option and expense, may:

• Secure for the Subscriber a right of continued use: or
• Modify or replace the Equipment so that it is no longer infringing, provided that modification or replacement must not materially affect the performance of the Equipment.

If none of the remedies is available to Vee Network on reasonable terms, Vee Network may notify the Subscriber and collect the Equipment from the Site and refund the Subscriber the sums paid to Vee Network for the Equipment.

Confidentiality

Vee Network and the Subscriber will keep in confidence all Confidential Information obtained under or in connection with the Contract and will not disclose it to any party other than in confidence to:

• Their employees or employees of their Group Companies; or
• Their professional advisers; or
• In the case of Vee Network, employees of their subcontractors or suppliers who have a need to know such Confidential Information and to the extent necessary for performance of the Contract or use of the Equipment.

Fraud Prevention and Credit Vetting

Information Vee Network holds about the Subscriber may be used for fraud prevention and credit vetting purposes and this may include Vee Network sharing such information with third party companies including other communication companies.

Freedom of Information

Where the Freedom of Information Act 2000 applies to the Subscriber and the Subscriber should make a request under the Act that includes any information held by the Subscriber that was provided by Vee Network in connection with the Contract the Subscriber will:

• Notify Vee Network immediately of the request; and
• Give Vee Network at least five Working Days to make representations.

31General Terms

This section provides a framework for general terms that may apply across various aspects of the contract. Specific terms are detailed in other sections of this agreement.

32Matters Beyond Reasonable Control

If the Subscriber or Vee Network is prevented, hindered or delayed from performing any obligation under the Contract because of something beyond its reasonable control including:

Then it will have no liability to the other for any resulting failure, delay, defect or omission in performing the Contract.

Termination Due to Force Majeure

If any of the events detailed above materially affects the performance of the Contract and continues for more than three months then the Subscriber or Vee Network may terminate the Contract in whole or part by written notice to the other.

33Transfer of Rights and Responsibilities

The Subscriber and Vee Network may not transfer any of their rights or obligations under the Contract without the written consent of the other, except that:

• The Subscriber may transfer its rights or obligations or both to a Group Company with the written consent of Vee Network, such consent not to be unreasonably withheld or delayed; and
• Vee Network may transfer its rights or obligations or both to a Group Company without consent provided that it notifies the Subscriber that it has done so.

34Severability

If any term of the Contract is held invalid, illegal or unenforceable by any court of competent jurisdiction, it will be severed, and the remaining terms will continue in full force as if the Contract had been made without the invalid, illegal or unenforceable terms.

35Survival

Confidentiality provisions will survive the termination or expiry of the Contract for two years.

36Entire Agreement

The Contract contains the entire agreement between the Subscriber and Vee Network and supersedes all previous understandings, commitments, representations, agreements, draft agreements, arrangements, undertakings, or prior collateral contracts of any nature made by the Subscriber and Vee Network, whether written or oral relating to its subject matter.

The Subscriber and Vee Network each agree that in entering into the Contract they have not relied upon and have no rights or remedies (whether in tort, under statute or otherwise) in respect of any statements, collateral or other warranties, assurances, undertakings or representations (whether innocently or negligently made) of any party (whether party to the Contract or not) in relation to the subject matter of the Contract, except for those contained in the Contract.

37Waivers

A failure or delay by the Subscriber or Vee Network to exercise any right or act upon a breach under the Contract will not be a waiver of that right or breach.

If the Subscriber or Vee Network waives a right or breach of the Contract, that waiver is limited to the particular right or breach.

38Rights of Third Parties

The Contract does not create any right enforceable by any party who is not the Subscriber or Vee Network (a "Third Party") under the Contract (Rights of Third Parties) Act 1999 but this does not affect any right or remedy of a Third Party which exists or is available apart from that Act.

39Notices

Notices given under the Contract must be in writing and delivered by hand, email or first class post to the following addresses:

40Law and Jurisdiction

41Data Protection

The Subscriber and Vee Network will comply with their respective obligations under the GDPR (General Data Protection Regulations) and any data protection, privacy or similar laws that apply to any personal data processed in connection with the Contract.

The Subscriber and Vee Network will provide such help and co-operation as is reasonably necessary or requested by the other to enable compliance with this clause.

42Subscriber's Instructions

Vee Network may take instructions from a person whom it thinks, with good reason, is acting with the Subscriber's permission. Subscribers may use a third party to give instructions provided that:

• (a) The Subscriber can verbally tell us themselves of authorisation, or
• (b) They have a Power of Attorney (POA) to which a copy must be sent to us before we can take instructions or discuss the Subscribers account.

Lasting Power of Attorney (LPA)

• Property & Financial LPA: Where an LPA is submitted by a third party it can only be accepted if the LPA is made on the basis of Property & Financial where the third party can act on the subscriber's behalf.
• Health & Welfare LPA: Where an LPA is submitted by a third party and it's on the basis of Health & welfare, this will not be accepted as it's not applicable to telecoms, and the third party will have to refer to the OPG for further advice.