MAC SYSTEMS

Standard Terms And Conditions Of Business

Definitions

1.1 In these Conditions the following definitions (as well as those found in the relevant Schedules) apply.

Additional Service: and additional service which is taken out by the Customer (after the date of the Original Order) whilst the Services continue to be performed by MAC (during the Term). Business Day: a day (other than a Saturday, Sunday or Public Holiday).

Charges: the charge payable by the Customer for the supply of the Services and/or the Sale or Rental of Equipment in accordance with clause 7.

Commencement Date: the date of the Order or the commencement of the provision of the Services or the supply or rental of Equipment, whichever is the later.

Contract: The Contract between MAC and the Customer for the supply of Services and/or the Sale or Rental of Equipment in accordance with these Conditions, constituting the Order and these Conditions (which include the Relevant Schedule).

Early Termination Fee: means, unless set out differently in the appropriate Relevant Schedule which applies to a particular Service and disregarding Relevant Schedule 1, the Customer’s average monthly spend under the Contract (when the Customer has been using the Service normally), multiplied by the number of complete months remaining until the Contract would otherwise have expired.

Equipment: the equipment supplied as part of the Services plus any additional equipment as is agreed between the parties to be supplied from time to time following the Commencement Date.

Intellectual Property Rights: all intellectual property rights whatsoever.

Maintained Equipment: The third party equipment which MAC agrees to maintain for the Customer pursuant to the Relevant Schedule 2.

Minimum Term: means the minimum term of the Contract starting on the Commencement Date and running for the period of months set out in the Relevant Schedule, which is extended until the Minimum Term of any Additional Service if any Additional Service is taken out by the Customer during the Term.

Order: the order form signed by the parties setting out the Services and/or Equipment to be supplied by MAC to the Customer pursuant to these Conditions.

MAC: MacNeil Training & Developments Limited a private company limited by shares and registered in Scotland with company number SC111718.

MAC Materials: has the meaning set out in clause 6.1

Relevant Schedule: the schedule(s) which applies to the appropriate Service which is supplied pursuant to the Order, setting out the bespoke terms and conditions in relation to such Services.

Equipment: the equipment which MAC agrees to sell or rent to the Customer (as per Relevant Schedule 1) pursuant to these Conditions.

Service(s): the service(s) supplied by MAC to the Customer as set out in the Order (including the ordering of any Equipment), plus any Additional Service MAC agrees to supply to the Customer from time to time, pursuant to these Conditions.

Site: the location(s) at which the Services are to be provided or the Sale or Rental Equipment is to be delivered as set out in the Order.

Term: the term of the Contract being from the Commencement Date until the Minimum Term and thereafter continuing or a rolling basis determined by the contract schedule unless and until notice is served in accordance with these conditions.

Appointment & Duration

2.1 With effect from the date of the Order, and in consideration of the payment of the Charges by the Customer, MAC agrees to supply the Services and/or the Sale or Rental Equipment to the Customer in accordance with these Conditions.

2.2 The Contract shall commence on the date of the Order and with effect from the Commencement Date shall, be subject to early termination in accordance with clause 13, continue for a Minimum Term and thereafter (please note clause 2.4) shall continue on a rolling 12 month basis, subject to notice of termination being served in writing by the Customer not less than 90 days prior to the contract renewal, or by MAC in accordance with clause 13.3.

2.3 All Services that are subject to a Notice of Termination will incur a cancellation charge of £49.00 per service, in addition to any early termination fees payable under clause 2.2.

2.4 In the event that the Customer has ten (10) or fewer employees, the Contract shall not automatically renew pursuant to clause 2.2, but shall continue on a rolling one-month basis until renewed. If the Contract is cancelled or ceased within the minimum term, an Early Termination Charge (ETC) of £95, plus £49.00 per Service, together with any charges for the remaining months of the minimum term, shall apply. Following the expiry of the minimum term, cancellation will still require one (1) month’s notice, and the £95 termination fee and £49 per Service charge shall continue to apply.

2.5 Notwithstanding any other provisions in these Conditions, the Customer may terminate the

Contract by serving notice in writing on MAC with 7 days of the date of the Order (i.e., a

“cooling off period”). For the avoidance of doubt, if the Customer wishes to terminate an Additional Service within 7 days then said notice of termination shall only serve to terminate the particular additional Service and specifically does not terminate the Contract and the other on-going Services being provided at that time.

Basis Of Contract

3.1 The Contract constitutes the entire agreement between the parties. The Customer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of MAC which is not set out in the Contract.

3.2 Any samples, drawings, descriptive matter or advertising issued by MAC, and any description or illustration contained on MAC’s Website, are issued or published for the sole purpose of giving an approximate idea of the Services described in them. They shall not form part of the Contract or have any contractual force.

3.3 The Customer acknowledges that MAC has relied and will rely upon the information, documents and materials provided by the Customer. The Customer warrants that the information supplied has been and will at the time of supply be complied with reasonable skill and care and shall not by virtue of any error or omission be misleading or inaccurate in any material respect.

3.4 These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

3.5 Any quotation given by MAC shall not constitute an offer and is only valid for a period of 20 Business Days from its date of issue.

Supply Of Service(S)

4.1 MAC shall use its reasonable endeavours (so far as it reasonably can) to procure that the Services are provided in a reliable and professional manner and in accordance with good industry practice.

4.2 MAC shall supply the Services to the Customer, at the Site (if applicable), in accordance with the Order in all material respects.

4.3 MAC shall use all reasonable endeavours to meet any performance dates specified in the Order, but any such dates shall be estimates only and time shall not be of the essence for performance of the Services.

4.4 MAC shall have the right to make any changes to the Services which are necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the Services, and MAC shall notify the Customer in any such event.

4.5 MAC shall comply with all applicable health and safety laws when it undertakes installation and/or maintenance work.

4.6 MAC shall endeavour to rectify and/or fix and/or assist with any fault in the Services (if appropriate) as soon as reasonably practicable.

4.7 MAC will normally carry out any installation and/or maintenance work during normal working hours but may, on reasonable notice (not less than 12 hours except in case of emergency), require the Customer to provide access at other times. At the Customer’s request MAC may agree to work outside normal working hours but the Customer may be asked by MAC to pay any relevant overtime charges for relevant staff.

4.8 MAC warrants to the Customer that the Services will be provided using reasonable care and skill.

Equipment

5.1 To the extent possible, we shall use reasonable endeavours to pass on to you the benefit of any manufacturers’ warranties in relation to equipment supplied by us in connection with the Services.

5.2 On delivery of the Equipment to you full risk of damage to, or loss of, such equipment shall pass to you. For a minimum period of thirty (30) days from delivery, if any Equipment materially fails to comply with the manufacturer’s specifications (a “defect”), you will immediately notify us of such defect, and we will investigate such defect. If we agree that the Equipment has a defect, we will replace the Equipment.

5.3 Where a fault reported is deemed to be caused by a router provided by us, we will replace this as long as the current router is within its warranty period. We will despatch a new router to you as soon as possible, pre- configured with the username and password requested on the original order. At this point a charge for the new router will be raised and only credited back on receipt of the original faulty router. If the router is outside of the warranty period, we will provide a new router and the new router will be chargeable in accordance with the tariff applicable at the time.

5.4 Where we agree you may provide your own router at the outset or as a replacement, you will, at your own cost, be responsible for repairing, maintaining, and replacing any equipment that no longer operates in accordance with its manufacturer’s specifications. Where you replace the Equipment, the replacement shall be (i) equivalent to the original’s functionality and performance, and (ii) approved by us in writing. You will be responsible, at your own cost, for (i) reconfiguring any replacement of the Equipment to the same or equivalent configuration as the original (if agreed by the parties, such reconfiguration work may be provided by us as a professional service at our then current standard rates), and (ii) installing such reconfigured replacement in place of the original. Any impact on the Service caused by substandard performance or non-availability of any equipment provided by you shall be excluded from our service level obligations under the Agreement.

5.5 All handsets for our MAC Hosted Service are provided with the MAC Hosted settings pre-configured. We do not offer a service to unlock handsets or remove these settings during or at the end of your contract. Notwithstanding this paragraph 5.5, where we do agree to unlock handsets a charge shall be applied per handset.

Sale Equipment

6.1 The quantity, quality and description of and any specification for the Sale Equipment shall be those set out in the Service Agreement, Order Form or product service descriptions as may be amended from time to time.

6.2 We shall deliver the Sale Equipment to your address as specified in the Service Agreement, and time shall not be of the essence for delivery.

6.3 Risk in the Sale Equipment will pass to you on delivery of the Sale Equipment. Therefore, it is your responsibility to look after the Sale Equipment and you will have to pay if you wish to replace or repair the Sale Equipment if it is lost, stolen or damaged.

6.4 You will not own the Sale Equipment until you have paid us in full for the Sale Equipment and we reserve the right to require you to return to us, or for us to collect (at your cost), the Sale Equipment if you do not pay us in full for the Sale Equipment by the due date for payment (in accordance with paragraph 8 below). Subject to the foregoing, you will be entitled to continue to use the Sale Equipment after expiry or termination of this Agreement.

6.5 Unless otherwise agreed, you will be responsible for installing the Sale Equipment. We will not be liable for any loss, costs, damages or faults caused by, or repairs required as a result of, installation or misuse of, or damage to, any Sale Equipment. You agree to indemnify us for all claims, losses, damages and expenses that are brought against us, incurred by us, or arising as a result of the same.

7. Rental Equipment

7.1 We will at all times own all Rental Equipment supplied to you. You will not let, sell, charge, assign, sub-license or allow a third party to use the Rental Equipment nor remove any labels, and shall not prejudice our rights in the Rental Equipment in any way. We may replace the Rental Equipment from time to time either with your prior consent or provided that the replacement Rental Equipment is of a specification that is at least equal to the Rental Equipment originally supplied and such change does not materially disrupt the provision of the Services.

7.2 Subject to the other terms of this paragraph 7, we (or our authorised representative) shall, during our usual working hours:

7.2.1. where necessary install the Rental Equipment at your premises at a time and date agreed with you; and

7.2.2. use our reasonable endeavours to repair any faults to the Rental Equipment in accordance with our standard procedures (which are available on request).

7.3. It is your responsibility to look after the Rental Equipment that is in your possession or custody and you agree to pay for the Rental Equipment to be replaced or repaired if it is lost, stolen or damaged.

7.4. You will notify us promptly of any faults which occur, any repairs which become necessary, and of any loss, theft or damage to the Rental Equipment.

7.5. You agree that you will only use the Rental Equipment in conjunction with the relevant Services and shall comply with our reasonable instructions in relation to its use.

7.6. You shall be responsible for maintaining adequate cover in place to ensure the Rental Equipment while it remains in your possession and custody. You will also be responsible for obtaining and, where appropriate, paying for all necessary licenses, consents and approvals required for the installation and use of the Rental Equipment.

7.7. You will not (and you will ensure that no-one else will) repair, alter, modify or maintain, or make any additions or attachments to, or otherwise alter, the Rental Equipment without our prior written consent. We will not be liable for any costs or charges incurred, faults caused by, or repairs required as a result of, installation or programming of Rental Equipment that is carried out by any other person (other than our employees or agents). You agree to indemnify us for all losses, damages and expenses that are brought against or incurred by us, arising as a result of the same.

7.8. On expiry or termination of the Agreement or the relevant Service, all Rental Equipment must be returned to us in reasonable condition, subject to reasonable wear and tear. If you fail to return the Rental Equipment in a reasonable condition or at all we may invoice you for a sum equal to the original cost of the Rental Equipment less any depreciation together with any costs reasonably incurred by us.

7.9. In the event that you return Rental Equipment to us and it is not received by us, in the absence of reasonable evidence that the Rental Equipment has been delivered to us you accept that you shall remain liable for the Rental Equipment.

8. Customer Obligations

8.1 The Customer shall (as appropriate):

ensure that the terms of the Order are complete and accurate;
co-operate with MAC in all matters relating to the Services;
comply with the reasonable operating instructions given by MAC to the Customer in respect of the use of the Services;
provide MAC, its employees, agents, consultants and subcontractors, with access to the

Customer’s premises, office accommodation and other facilities as reasonably required by

MAC;

provide MAC with such information and materials as MAC may reasonably require in order to supply the Services, and ensure that such information is accurate in all material respects;
prepare the Customer’s premises for the supply of the Services and meet any related costs;
provide an adequate electricity supply and a suitable earth connection in the room for the operation of the Equipment to be installed at the Site;
notify MAC immediately if it becomes aware of any fault in the Services;
obtain and maintain all necessary licences, permissions and consents which may be required before the date on which the Services are to start;
comply at all times with all laws, coded of practice and obligations, applicable to the Customer. MAC will have no liability under the /contract for failure to comply with its obligations in any case where the Customer does not comply with any such relevant laws or obligations or does not obtain any necessary consents or approvals;
keep and maintain all materials, equipment, documents and other property of MAC

(MAC Materials) at the Customer’s premises in safe custody at its own risk, maintain MAC

Materials other than in accordance with MAC’s written instructions or authorisation;

ensure that the Services are used predominately for the Customer’s own genuine business purposes and specifically not for any illegal, immoral, menacing or unlawful purpose or note in any way which infringes the right of any third party (including copyright and confidentiality) or for the transmission of any material which is illegal, defamatory, obscene, offensive or abusive in any way (or is intended to be);
immediately reimburse MAC if MAC incurs any liability whatsoever (from a third party or otherwise) in respect of clause 8.1 (I); and
comply with all of its obligations under the Contract at all times.

8.2 If MAC’s performance or any of its obligations under the Contract is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (Customer Default) (in addition to clause 8):

MAC shall without limiting its other rights or remedies have the right to suspend performance of the Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations;

MAC shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from MAC’s failure or delay to perform any of its obligations as set out in this clause 8.2; and

The Customer shall reimburse MAC on written demand for any costs or losses sustained or incurred by MAC arising directly or indirectly from the Customer Default.

9. Charges And Payment

9.1 The Charges for the Services and/or Sale or Rental Equipment shall be such charges, costs, disbursements, tariffs and expenses as set out in the Order and/or (referred to in) the Relevant Schedule plus such additional charges which are incurred by the Customer from time to time.

9.2 MAC shall invoice the Customer in accordance with the payment schedule or the Order and/or the Relevant Schedule.

You will incur Service Charges from the time any part of a Service is used or received except in the case of Services subject to a periodic Service Charge, in which case you will incur Service Charges from the date the Service is made available for use. We will usually ask you to pay the Service Charges in advance and your first invoice will include both one month’s

Service Charge in advance and a Service Charge for a part month’s Service Charge from the Contract Commencement Date up to the beginning of the first complete month, where appropriate, and then monthly in advance thereafter.

Any Service Charges that continue beyond the original Contract Term will subject to a 7.5% increase in the monthly charge; this will in no way effect the other conditions of the agreement between the parties.

9.3 The Customer shall pay each invoice submitted by MAC (at any time): a within 7 days of the date of the invoice; and

b in full and in cleared funds to a bank account nominated in writing by MAC, and time for payment shall be of the essence of the Contract.

9.4 All amounts payable by the Customer under the Contract are exclusive of amounts in respect of value added tax chargeable for the time being (VAT). Where any taxable supply for VAT purposes in made under the Contract by MAC to the Customer, the Customer shall, on receipt of a valid VAT invoice from MAC, pay to MAC such additional amounts in respect of VAT as are chargeable on the supply of the Services at the same time as payment is due for the supply of the Service.

9.5 Without limiting any other right or remedy of MAC, if the Customer fails to make any payment due to MAC under the Contract by the due date for payment (Due Date), MAC shall have the right to charge interest compensation and charges pursuant to the Late Payment of Commercial Debts (Interest) Act 1998.

9.6 The Customer shall pay all amounts due under the Contract in full without the deduction of withholding except as required by law and the Customer shall not be entitled to assert any credit, det-off or counterclaim against MAC in order to justify withholding payment of any such amount in whole or in part MAC may, without omitting its other rights or remedies set off any amount owing to it by the Customer.

9.7 Upon 28 days’ notice or as much notice as is reasonably practicable in the circumstances, MAC reserves the right to pass on any price increase (in its charges) to the Customer where such change arises as a consequence of charges imposed by third party manufacturers or suppliers or a regulatory body for example.

9.8 The Customer is urged to regularly check the amounts and frequency of payments made to MAC. In the event that there has been some form of overcharging by MAC the Customer is only permitted to reclaim 6 months’ worth of overcharging from the point of notifying MAC of such error. In the event of adding any additional Services or renewing any of the Services then the right to reclaim any previous overcharging is irrevocably waived and released at the point.

9.9 Copy invoices requested by the Customer shall be charged at £10 per invoice.

10 Suspension/Interruption Of Services

10.1 MAC shall be entitled (upon reasonable notice or immediately if appropriate) to temporarily suspend and take out of use any Services for operational or other reason, including: –

Where MAC is entitled to terminate the Contract pursuant to clause 12 (without prejudice to any of MAC’s other rights, remedies and/or causes of action);

Improving, upgrading, updating and/or altering any content or part of the Services;

Replacing, maintenance, repair and upgrade of any of the Services;

Dealing with any actual or suspected security breach, virus, or attack or any misuse;

Where require by any regulatory, governmental or other competent authority;

Any emergency or taking any other action that MAC reasonably considers necessary as a reasonable and prudent provider of the Services;

Where MAC believes there has been and/or there is and/or there is expected to be a suspected abuse of the revises, including for example a high call spend on premium numbers;

Where MAC believes the Customer is not using the Services in accordance with their usual practice or is not using the Services properly;

Where the Customer has not paid for the Equipment and/or the Sales Equipment by the due date;

Excessive usage of the Service;

False or incorrect information has been provided by the Customer; and

Any reason whatsoever where MAC has good and genuine cause to do so.

10.2 Where Services are suspended in accordance with clause 10.1, the following provisions will apply:

Subject to any requirements of any third party services provider MAC will use reasonable efforts to minimise any downtime, and to carry out routine maintenance of upgrading at a suitable time agreed with the Customer in advance;

MAC will use reasonable efforts, wherever practicable, to inform the Customer at least 24 hours ahead that the Services shall be suspended;

A reconnection charge of £25 per service shall be payable by the Customer.

10.3 MAC and third party services provider shall be free to carry out emergency or urgent maintenance at any time to ensure the Services are continued to be supplied. MAC shall advise the Customer if practicable prior to the conducting of any such emergency or urgent maintenance.

10.4 In the event that the Customer is in breach of its payment obligations, MAC may at its reasonable discretion (and without prejudice to any other rights which MAC may have) and upon giving the Customer prior written notice, suspend the provision of all or any of the Services from a date and time not less than 7 days from the date of such written notice having been given. MAC shall recommence provision of the Services as soon as reasonably practicable following the Customer’s fulfilment of its payment obligations (in respect of all of the Services). In the event that the breach is not remedied within the period of 7 days from the date that the Services are suspended, then MAC shall have the option (without prejudice to any other rights which MAC may have) to terminate the Contract with immediate effect in accordance with clause 13.1.

10.5 In the event that a third party services provider suspends the provision of all or any of the third party Services to MAC, MAC shall have the right to suspend the provision of any part of the Services which is wholly or partly dependent on MAC receiving the third party services. Where the clause 10.5 applies MAC shall give to the Customer as much notice as is reasonably practicable that the Services will be suspended and shall resume the provision of the suspended Services as soon as is reasonably practicable after the resumption of the provision of the third party services to MAC.

10.6 During any period of suspension of the Services:

10.6.1 MAC shall not be responsible for the provision of the suspended Services or for any requirements or service levels not being met (save to the extent that MAC’s failure to comply with the other terms of the Contract or to provide the Services which are not suspended adversely affects provision of the suspended Services);

10.6.2 the Customer shall not pay any Charges in respect of the suspended Services, unless the suspension was due to the Customer’s breach of its obligations under the Contract.

10.7 Any period of suspension of the Services may be to such extent and of such duration as MAC may reasonably specify.

11. Limitation Of Liability

11.1 Nothing in these Conditions shall limit or exclude MAC’s liability for:

Death or personal injury caused by its negligence or the negligence of its employees, agents or subcontractors;

Fraud or fraudulent misrepresentation: or

Breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (titled and quiet possession).

11.2 Subject to clause 9.1:

MAC shall under no circumstances whatever be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss or profit or any indirect or consequential loss arising under or in connection with the Contract; and

MAC’s total liability to the Customer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstance exceed 2 x the amount paid by the Customer to MAC during the preceding 12 months before the purported breach in respect of that particular Service (or in respect of the Sale/Rental Equipment the invoice value of the particular item of Sale/Rental Equipment.

11.3 MAC shall under no circumstances be liable to the Customer in respect of any direct, indirect or consequential losses resulting from:

damage, improper use, operation or neglect of the Equipment or the subjection of the Equipment by the Customer to unusual physical or electrical stress, the neglect or misuse of the Equipment or any failure of fluctuation of electrical power, air conditioning, humidity control or other environmental controls or where the environment in which the Equipment operates

and is sites does not meet BS 67014 requirements;

modification of the Equipment or its merger (in whole or part) with any other equipment unless approved in writing by MAC;

the Customer failing to implement recommendations for any solutions to faults advised by

MAC;

faults due to failure of electrical supplies, networks or PABX systems; electrical work external to the Equipment; transportation or relocation of the Equipment not performed by or on behalf of MAC;

use of the Equipment for a purpose for which it was not designed or breach by the Customer of any maintenance agreement covering the Equipment;

any repair, adjustment, alteration or modification of the Equipment by a third party and without MAC’s prior written consent;

any force majeure event (as defined in clause 20.1 (a)) or any event outside of the reasonable control of MAC; or a third party succeeding in hacking” into the Equipment.

12 Intellectual Property Rights

12.1 All intellectual Property Rights in or arising out of or in connection with the Equipment and/or Services is owned absolutely by MAC or a third party (who in such circumstances shall have licensed the same to MAC)

12.2 to the extent possible, MAC grants the Customer a non-exclusive and non-transferable licence to use the Equipment for the sole purpose of the Services. The Customer is strictly forbidden from reproducing all of any part of the Equipment, save for the Customer will be entitled to make a single back-up copy for security purposes only. The Customer will not modify, adapt, translate, reverse engineer or disassemble the Equipment but if the Customer wishes to exercise its rights under 50B of the Copyright, Designs and Patents Act 1988 the MAC will give the Customer information about the term of which such rights may be exercised.

12.3 Copyright in all documents, drawings and information including if applicable any access codes supplied to the Customer in connection with the Contract remain vested in MAC or the copyright owner. Such documents, drawings and information are confidential and will not be copied, disclosed or used (except for the purpose for which they were supplied) without MAC’s prior written consent.

12.4 All MAC Materials are the exclusive property of MAC.

12.5 The Customer shall inform MAC of any breaches or alleged or purported breaches of the Intellectual Property Rights in respect of the Equipment and/or Services and shall provide the Customer with all such reasonable assistance to this regard as requested by MAC.

13 Termination

13.1 Without limiting its other rights or remedies, MAC may terminate the Contract with immediate effect by giving written notice to the Customer if:

the Customer commits a material breach of the Contract and (if such a breach is remediable) fails to remedy that breach within 7 days of the Customer being notified in writing of the breach;

the Customer suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or (being and individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing in either case, within the meaning of section 268 of the Insolvency Act 1986 or (being a partnership) has any partner to whom any of the foregoing apply.

The Customer commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or make a proposal for or enters into any compromise or arrangement with its creditors;

A petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the Customer (being a company) other than for the sole purpose of a scheme for a solvent amalgamation of the Customer with one or more other companies or the solvent reconstruction of that other party;

The Customer (being an individual) is the subject of a bankruptcy petition or order;

A creditor or encumbrancer of the Customer attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days.

An application is made to court, or and order is made, for the appointment of any administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the Customer (being a company);

A floating charge holder over the assets of the Customer (being a company) has become entitled to appoint or has appointed an administrative receiver;

A person becomes entitled to appoint a receiver over the assets of the Customer or a receiver is appointed over the assets of the other party;

Any event occurs or proceeding is taken with respect to the Customer in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 13.1 (b) to clause 13.1 (i) (inclusive);

The Customer suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of its business; or

The Customer (being an individual) dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his own affairs or becomes a patient under any mental health legislation.

13.2 Without limiting its other rights or remedies, MAC may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under this Contract on the due date for the payment.

13.3 Without limiting it other rights or remedies, MAC shall have the right to terminate the Contract by giving the Customer 3 months’ written notice following the expiration of the Minimum Term.

13.4 In the event that the Contract is terminated (for whatever reason) before the Minimum Term the Customer will pay Early Termination Fee to MAC within 7 days.

13.5 For the avoidance of doubt the Early Termination Fee is payable in respect of all applicable Services (regardless of the date upon which the Services were entered into) at the actual time of termination.

13.6 The Parties acknowledge and accept that the Early termination Fee does not constitute a penalty and is a genuine estimate of loss on behalf of MAC.

13.7 If the Contract is terminated in breach of these Conditions, then any discounts previously granted to the Customer will become repayable to MAC.

14 Consequences Of Termination

On termination of the Contract for any reason:

the Customer shall immediately pay to MAC all of MAC’s outstanding unpaid invoices andinterest and, in respect of Services supplied but for which no invoice has been submitted, MAC shall submit an invoice, which shall be payable by the Customer immediately on receipt;
the Customer shall return all of MAC Materials and Equipment which has not been fullypaid for. If the Customer fails to do so, then MAC may enter the Customer’s premises and take possession of them. Until they have been returned, the Customer shall be solely responsible for their safe keeping and will not use them for any purpose not connected with this Contract;
the accrued rights, remedies, obligations and liabilities of the parties as at expiry ortermination shall not be affected, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry; and
clauses which expressly or by implication have effect after termination shall continue in fullforce and effect.
INDEMNITY IN RESPECT OF BREACHES BY THE CUSTOMER
- The Customer agrees to indemnify on a full indemnity basis and hold MAC harmlessin respect of any breaches, and/or purported breaches, of these Conditions.
- In particular, if MAC find it necessary to use solicitors or other professional parties to recover any monies owing to them under the Contract or in dealing with any breaches of the Contract by the Customer, the Customer shall in addition be required to pay the costs incurred by MAC and shall indemnify MAC in respect of the same regardless of any court decision as to the liability for costs.

16. Data Protection

16.1 In this Contract the terms “Personal Data”, “Sensitive Personal Data”, “Data Processor” and “Data Controller” are as defined in the Data Protection Act 2018 (“DPA”)..

16.2 MAC acknowledges that under the terms of the Contract;

it will act as a Data Processor appointed by the Customer who is a Data Controller; and
the data concerning the business and activities of the Customer to which it has access isPersonal Data and may contain Sensitive Personal Data.
- Each Party shall comply with the DPA.
- MAC will only process the Personal Data to the extent necessary for the purposes of theContract. MAC shall take such reasonable security measures as required to enable it to process the Personal Data in compliance with the obligations equivalent to those imposed on the Customer by the Seventh Principle of the DPA.
- The Customer agrees that, under its contracts with third party services providers, MACmay be required to pass details of customers to whom it provides the relevant third party services to the third party services provider. The Customer gives consent to MAC to transfer the Personal Data to a third party services provider where this is reasonably required for MAC to fulfil its contractual obligations to that third party services provider. Where this clause 14.5 MAC shall use reasonable endeavours to procure that the third party services provider complies with the obligations of MAC set out in this clause 14.5.
- For the avoidance of doubt the parties acknowledge that all the Personal Data is theproperty of the Customer.

17. Complaints

In the unlikely event of the Customer wishing to make a complaint please direct this in the first instance to your point of contact at MAC If you are unable to resolve the issue within a reasonable time then please write to the directors of MAC at the registered office who will endeavour to deal with the matter as swiftly and professionally as possible.

18. Confidentiality

18.1 A party (Receiving Party) shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the Receiving Party by the other party (Disclosing Party), its employees, agents or subcontractors, and any other confidential information concerning the Disclosing Party’s business or its products or its services which the Receiving Party may obtain, and shall ensure that such confidential information is not copied, adapted or altered in any way. The Receiving Party shall restrict disclosure of such confidential information to such of its employees, agents or subcontractors as need to know it for the purpose of discharging the Receiving Party’s obligations under the Contract, and shall ensure that such employees, agents or subcontractors are subject to obligations of confidentiality corresponding to those which bind the Receiving Party. This clause 16 shall survive termination of the Contract.

18.2 The Customer accepts and permits MAC to use information and data about calls routed through any Equipment including but not limited to origin, destination, duration, route and time, so that MAC:

can perform its obligations under the Contract and maintain or upgrade the quality of thetelecommunications services it provides or offers; and
can collate the information and other customer’s information to produce noncustomer-specific statistics to assist MAC for whatever reason.

19. General

19.1 Failure by either party to enforce any of its rights under the Contract is not to be taken as or deemed to be a waiver of that right unless the waiving party acknowledges the waiver in writing.

19.2 Part or all of any Clause of the Contract that is unenforceable, or illegal will be severed from the Contract and will not affect the enforceability of the remaining provisions of the Contract.

19.3 Each party acknowledges that the Order Form together with these conditions constitutes the entire agreement and understanding between the parties with respect to the subject matter of the Contract and supersedes all prior discussions, understandings and agreements between the parties and their agents.

19.4 The Contract shall be governed by and construed in accordance with Scottish Law and the parties agree that any disputes arising or in any way connected with the Contract or its subject matter (whether of a contractual or tortious nature or otherwise) shall be subject to the exclusive jurisdiction of the Scottish Courts except that MAC may seek injunctive relief outside such jurisdiction.