"Customer equipment" means the telecommunications equipment or computer equipment that the customer uses to connect to the telecommunications service provided by Midland TML, whether this service is a telephone line, internet connection or a telephone call or data call routing service, carried over a telephone line or internet connection at the customers premises.

"Midland TML" or "The Company" or "us" or "we" is Midland Telecommunications Management Limited, Company Registration number 03655811 registered in England at 255 Hospital Street, Birmingham. B19 2YF

"Customer", "You" or "Your" means the person(s), company or organisation with whom Midland TML contracts to provide the service.

"Service" means the telephone line, phone call or internet connection and any other services provided by Midland TML.

"BT" means British Telecom Plc a network service provider.

"Soft terms policy" –a set of terms in the agreement that is advantageous to the customer by adding more flexibility to change their services without paying any financial penalties or repaying any discounts.

"Conditions" these terms and conditions for Midland TML service

"Agreement" is the contract.

"Free connection or connected for free" this is where Midland TML waive (partially or wholly) the connection charges that would normally have been payable by the customer for the provision of new telephone lines at the customers premises in lieu of an extended contract term.

"Service Provider" is a business that administers and charges for the telecommunication and internet services to customers but may not provide the network service directly.

"Network Services" are telecommunication services that can include lines, calls and features such a call diversion, call barring and caller identification that are provided to the customer at their places of business either directly by cables or indirectly by wireless radio connections.

"Network Service Provider" is the telecommunications or internet service provider that provides the connection of the telecommunication service to the customer premises and carries the call or data traffic across it either partially or wholly.

"The commencement date" of this contract is the date that it was signed by the customer.

"The effective date" is the date that the network services were connected by Midland TML on behalf of the network services provider and were declared operational by the network services provider. Where multiple services are provided each one shall have its own effective date

"Anniversary renewal period" is an additional twelve month term automatically added to the original contract or agreement term because Midland TML had not received notification from the customer within the specified notice period that they wanted to end the agreement.

"Hacking" is an intrusion into the customer’s equipment by an unauthorised third party through electronic means. Typically the customer’s telecommunication or computer equipment could be manipulated by remote access to make unauthorised calls or internet connections.

"Telecommunication ACT" is any law passed in the UK that dictates the use of telecommunication services.

"Code of practice" is an OFCOM requirement that a service provider has a code of conduct for resolving disputes and sales and marketing practices. These Codes are available on request and at our website.

"Schedule of services" is a list of all the telephone numbers that represent each of the services included in this agreement.

i. This agreement covers all services provided by Midland TML. It replaces any other oral or written agreement we have with you for the services. Any alterations to this agreement will be made in writing and signed by the customer and agreed by a Director of Midland TML.

ii. This agreement will start from the commencement date that the customer signed the agreement and the minimum term of the contract shall start on the effective date our services were first made available for to you to use by the network service provider.

iii. Either party may end this agreement if the other breaks the terms of this agreement and after written notice does not remedy the breach within 14 days. If the other is unable to pay its debts as stated in section S123 of the insolvency act 1986. If a liquidator (or professional relevant to bankruptcy) is appointed to manage all or some of the others assets or operations (other than for the purpose of amalgamation or reconstruction). If the other enters into an arrangement or composition with its creditors or a court or creditor appoints a receiver, administrator or makes a winding up or bankruptcy order against the other

iv. Upon termination of this agreement all services will normally be permitted to continue in service unless the customer has expressed a wish to terminate the services forthwith on the termination date.

v. Where multiple services are contained within this agreement, each service shall have its own effective date.

vi. Midland TML may vary the terms of this agreement by writing to you at your premises giving not less than twenty eight days notice. In such cases you have the right to cancel the agreement by writing to us as per section 4 of this agreement.

vii. 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 nor enforcement thereof, or any other right on any later occasion.

viii. Any provision of this agreement which is declared void or unenforceable by any competent authority or court shall to the extent of such invalidity or unenforceability be deemed severable and shall not effect the other provisions of this agreement which shall continue unaffected.

ix. Midland TML’s Soft terms policy applies to this agreement. This allows the customer to cease a line they no longer require due to redundancy of need, transfer their services to new premises or upgrade their services to a new type and transfer the balance of the term of the agreement without terminating the agreement and paying a penalty.

2. THE SERVICE

i. We will make every effort to make the services available to you, but owing to the nature of telecommunications networks, it is impossible to provide a fault free service and the quality of the services depends on the network provided by the network service provider to which you are connected. It is your responsibility to make sure your equipment is in working order so as to enable the provision of our services. At your request we will re-programme or programme any telecommunication equipment in your possession to make the service effective; however we will not be liable for any loss or damage as a result of any problems arising from the programming of your equipment.

ii. All requested delivery dates for the effective date of the service are provisional and subject to survey and final confirmation. The network service providers cannot guarantee the delivery date of the service until it is actually brought into effective service.

iii. All numbers issued to you in advance of the effective service date are provisional and cannot be guaranteed until the service has become effective. Midland TML is not liable for any costs of reprinting literature or other forms of media planned in advance of the effective date of the service.

iv. You are required to inform us of any potential hazards that are present on site prior to the arrangement of a network service provider’s Engineers appointment.

v. Upon notification of a fault by you, we will use the procedures laid down in the network service providers, service level agreement to report and rectify the fault.

vi. If your service fails and this is subsequently found to be due to your equipment or error in using the service, then you agree to pay for any costs that may arise or from calling out the Service Provider’s Engineers to remedy the suspected fault.

vii. You agree that Midland TML has the authority to arrange the transfer of line rentals and call services from other service providers to Midland TML upon agreeing to these terms and conditions.

viii. Where phone numbers are allocated to you, you have no right to sell or to agree to transfer the number provided to you for use with the service.

ix. Each telephone line can be entered into the national phone book and into various directory enquiry services. Unless otherwise stated, all telephone numbers provided will be ex-directory. You must notify us of any directory entries you require and the style in which they are to be displayed. We may ask the phone book administrators to contact you directly in connection with these services should you have specific requirements.

x. You agree that Midland TML has the authority to represent you when dealing with your current network service providers for the purpose of transferring any services in connection with this agreement.

xi. Midland TML accepts no responsibility or liability for the customer being in breech of contract or for administration or termination charges and penalties levied by other service providers to you, as a direct result of the transfer of your services to Midland TML. In the event of you not wanting to proceed with this agreement because you are in breach of contract or will incur substantial termination charges or penalties by existing service providers, Midland TML will suspend the commencement of the agreement for up to twelve months so that you can terminate the said agreements by giving the appropriate notice. Where the existing agreements have longer than twelve months to run you agree to pay Midland TML administrative expenses of five hundred pounds plus the cost of any transfer fees levied by service providers in transferring the services to Midland TML.

xii. Where the telephone number given by the customer describing the service (written on the schedule of services on the front pages of this agreement) is only one of the numbers associated with that service, it is deemed that all the other numbers associated with that service are included in this agreement.

i. We will send our first invoice shortly after providing the service and then at regular intervals, usually monthly, sometimes we may send an invoice at a different time.

ii. We will calculate your monthly invoice using the prices/tariff agreed on the tariff sheet prevailing at the time the agreement was signed and the services we provide to you.

iii. We reserve the right to increase or decrease our charges and/or introduce new charges from time to time. If we increase any of our charges we will give you at least fourteen days prior notice and in such circumstances you may cancel this agreement with immediate effect by notifying us before any increase takes place. Where a free connection of a line service has been provided to the customer and the connection charges waived at the time of connection, the waived connection charges must be paid in full if the cancellation of the agreement is before the end of the minimum terms agreed as part of that service.

iv. We reserve the right to make changes to these terms and/or introduce new terms from time to time if there are changes to the law or amendments to the terms and conditions upon which we are able to obtain services from network service providers.

v. The charges for the services contained in your monthly statement are calculated using call records provided by the network service providers. In the event of any dispute the call data provided by the network service provider will be audited by them and upon that audit confirming the data as accurate, the network service providers records shall be deemed accurate to produce an interim bill until such times that the call records can subsequently proven to be inaccurate. The timed and dated call records produced by the network service provider, deemed to be made from the customers premises because the customers telephone number is recorded as the source of the call, shall be conclusive evidence that call has been made by the customers equipment, and the customer shall pay Midland TML for the calls until such times that the customer can prove otherwise.

vi. Midland TML may decide to set a credit limit on your account at anytime. It may be possible for you to pay a deposit should you wish this limit to be increased; this will be the sole discretion of a Midland TML director.

vii. If Midland TML only provide a calls service then you are liable to pay other service charges to your network service provider.

viii. Invoices will be sent to the address the lines are provided unless requested otherwise.

ix. You are liable to pay the cost of calls made on this service howsoever initiated whether voluntarily or automatically made by a computer or customer equipment. This includes unauthorised calls made on your services without your consent by means of faulty equipment, fraud, theft, malicious use by an authorised or unauthorized person or by hacking.

x. It is agreed that any dispute or query about the charges made under this agreement must be made in writing within thirty days of the date of the invoice. Any dispute or query lodged thereafter must be made in wiring to us and no sums may be offset against money owing to us under this agreement.

xi. Where the customer disputes any charges on the bill they may not offset any amount greater than the sum of the disputed overcharge and all other amounts must be paid by the due date.

xiii. Where the customer has been given a discount for a service based upon BT’s or other service providers list prices for the service and BT or other service provider raise the charges associated with that service, it is agreed that the same discount will apply throughout the agreement and the increased charges will automatically apply from the date of the increase. Furthermore it is agreed where BT or other service provider decrease the list price of the service the charges will reduce by the same.

iv. If the customer does not make a payment for an invoice within sixty days of the date of the invoice and the invoice is not the subject of any dispute between the customer and Midland TML, it is agreed that a late payment charge of ten pounds may be added to the customer’s following month’s invoice.

i. There is a minimum term set out on the front page of this agreement marked "Minimum Term" or a tick box that the customer has chosen dictating the minimum term in box B,C or D in four, twelve or twenty quarters of a year. The agreement commences from the commencement date of the signature on the front page of this agreement. The minimum term will commence on the effective date of the service being provided and will continue until terminated in writing giving the appropriate notice period see 4 ii herein.

ii. This agreement provides a continuous service and will automatically renew for another twelve months on each anniversary of the effective date from year to year after the minimum period has been competed, unless the customer writes to midland TML giving at least thirty days notice (in writing, by recorded delivery to our offices) expiring upon the anniversary of the effective date of the service.

iii. Without prejudice to the rights of the parties under this agreement, either party may end this agreement by giving a minimum of thirty days written notice before the expiry of the anniversary of the effective date and have completed the agreed minimum contract term. All outstanding line rental charges and call usage must be paid.

iv. If the customer wishes to have a continuous service after the expiry of the agreement they hereby agree to pay any costs to re-programme their equipment and for any calls made over our network and any line service rental charges due until the new provider has reprogrammed your equipment and transferred any lines involved in the service to the chosen network service provider.

i. If you decide to transfer any of the call and line services within this agreement to another service provider before the end of the minimum term that has been agreed or before the end of an anniversary renewal period, you will be liable to pay all the line rental due until the end of the term, furthermore the customer will pay Midland TML an administration fee of three hundred pounds and thirty percent of the estimated call spend for the remaining term of the agreement, based upon the average spend in the last three months of the services involved prior to the requested termination date.

ii. Midland TML may require a deposit from the customer prior to transferring the service to another service provider to cover the cost of telephone calls and line rental not yet billed to the customer. Unused deposits will be refunded within ninety days of the final bill issued to the customer from Midland TML.

iii. The customer authorises Midland TML to refuse any transfer of the services under this agreement to another service provider unless the customer notifies Midland TML in writing that this transfer has been agreed and Midland TML has been paid all sums and deposits due under this agreement.

i. Without prejudice to the rights of the parties under this agreement, where a customer has not had a free connection of their lines and has no further use of a service because they no longer require it and are not moving premises to another location whereupon they could continue the use of the service with Midland TML, Midland TML allows the customer the option to cease the line and call service at any time during the minimum term of the agreement.

i. You are permitted to transfer your lines to another premise and transfer the agreement to provide the services in your new premises with Midland TML, at any time before the expiry date of your agreement.

ii. Where the customer requested the transfer of the services with Midland TML, all the services transferred or connected to the new premises by Midland TML shall be deemed to be covered by this agreement. If the customer elects not to use Midland TML for any the services at the new premises that are the equivalent service that they had at their current premises, then the parties agree that this constitutes transferring the service to another service provider as detailed in section 5 of this agreement.

ii. Where the services vary from the original services in the telephone numbers used, quantity and type, the new services shall be discounted at the same level as the previous services until the expiry of the minimum term of the agreement.

iii. You will have to pay Midland TML for the connection charges for the services at your new premises at the network service providers published rates. These charges will be quoted to you well in advance of your move.

i. Where the customer wishes to upgrade their services to a new type they may do so at anytime. The customer must pay any connection charges due on the new service. The agreement will transfer to the new upgraded service until the expiry date or for twelve months whichever is the greater.

i. You must use the services in accordance with the Law relating to any Telecommunications Acts and within the terms of the operators licence of any network service provider that provides these services indirectly to you.

ii. You must inform us of any changes or proposed changes in your address, telephone, fax or any other lines provided.

iii. You must agree NOT to use the services as means of transmitting any material that is offensive, defamatory or of an abusive, obscene or menacing nature.

i. You must pay Midland TML for any invoices raised for line rental and call charges.

By signing a direct debit form you agree to pay charges in connection with the services by direct debit and authorise Midland TML to deduct each month sufficient funds from a nominated bank account to pay for these services. In the event that our request is rejected due to insufficient funds or cancellation we will apply a charge of twenty five pounds to cover administration costs and apply a three percent surcharge to your invoice thereafter, or until a new direct debit is enabled.

ii. We may charge interest calculated daily at a rate of five percent above the current base rate of Natwest Bank PLC on any amount you fail to pay by the due date whether before judgement or after until we receive payment of the amount in question. You will agree to pay any fees or expenses incurred by Midland TML collecting this amount.

i. Save as expressly provided in this agreement (including any part) there are no other conditions, warranties or representations (express or implied) with respect to the services and any condition or warranty implied by law including by the Sale of Goods Act 1979 and the Supply of Goods and Services Act 1982 are expressly excluded. The customer expressly affirms that it is not relying on any warranty, condition or representation not contained in this agreement.

11. SUSPENDING THE SERVICE

i. Without prejudice we have the right to suspend the provision of services immediately without telling you or without notice if:-

We believe our service is being used in an unauthorised way or for criminal activities or

You fail to pay any of our charges when due

Or

You commit a substantive breach of this agreement

Or

Your credit limit is exceeded

Or

We are aware or believe that you have entered into this agreement fraudulently

Or

You cancel or your direct debit instruction is refused without prior written notice from you

Or

You do any thing to affect the operation of our services

ii. If we have not received payment of your bill we may decide to suspend/disconnect your service. Normal monthly rental will continue to be charged during any period of disconnection. You will be charged a fee for reconnection of the service of twenty five pounds plus vat.

i. This agreement is governed by the laws of England where your principal address is located in England, Wales or Northern Ireland and by Scottish law where your principal address is located in Scotland.

ii. Midland TML are liable to you if our negligence causes death or personal injury.

iii. In all other circumstances our maximum liability in respect of any incident or series of incidents under this contract is limited to five thousand pounds.

iv. Midland TML does not provide any network services directly but acts as a service provider. The customer agrees that Midland TML cannot be held responsible or liable for the failure of any of the services provided under this agreement as Midland TML has no direct control of how the services are provided and is not liable for any consequential losses of profits or revenue, loss of use, lost business or missed opportunities, wasted expenditure or savings you might have made from not being able to use the services normally or from the service not being available.

v. Matters beyond our reasonable control

If we cannot do what we have promised in this agreement because of something beyond our reasonable control such as lightning, flood, or exceptionally severe weather, line failure, fire or explosion, civil disorder, war, or military operations, national or local emergency, anything done by government or other competent authority (including the network service provider or industrial disputes of any kind,(including those involving our employees), we will not be liable for any consequential losses howsoever incurred..

vi. On occasions we are unable to provide services because of something out of our reasonable control we will not be liable to you. If you choose to use an alternative carrier or network during this time we will not be responsible for their charges and you will remain liable for any charges for services from our company.

i. If the parties need to write to each other they must do so as follows:

To Midland TML at the address quoted on the monthly invoice or to the customer at the address to which the customer asks Midland TML to send the invoices or if the customer is a limited company its registered office.

ii. In the event of a notice to terminate or cease or transfer the services in this agreement we require notification in writing by recorded delivery giving the appropriate notice period.

iii) In the event of either party committing a breach of the terms of this contract, the party that has suffered from the breech may inform the offending party that they have fourteen days notice in writing to remedy the said breech. All such notices are to be given in writing.