HOSTED/broadband TERMS AND CONDITIONS

1.0 Definitions

1.1 Agreement – is the legally binding agreement between you, the Client and us, the Provider for each service. This includes our terms and conditions, the purchase order, our privacy policy, any line speed policy and acceptable use policy.

1.2 CAN; means CAN – Solutions Ltd of Unit 19/20 Macon Court, Herald Drive, Crewe, Cheshire, CW1 6EA. Registered in England No. 07494621.

1.3 Cans-owned equipment – means any equipment which we own or is part of our network, or any equipment that belongs to our service providers, even though it is in your property. It includes the phone/broadband lines and socket, the router which may be provided to us from our supplier. This will also include extra cabling not supplied with your hub.

1.4 Client means: end user and purchaser.

1.5 Contract(s) means: any contract or contracts (and any renewals thereof) for the delivery of any Equipment and Services supplied by the Provider to the Client as specified in the Purchase Order or as otherwise requested and agreed in writing by the Provider and in all cases shall be governed exclusively by these terms of business.

1.6 Equipment and/or Services means respectively: any and all equipment and services supplied or intended to be supplied by the Provider under each contract. This includes but is not limited to mobile phones; telephones; headsets; routers; PoE switches and power-supplies.

1.7 Force Majeure Event means: acts, events, omissions or accidents beyond the Provider’s reasonable control, including without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of the Provider or any other third party upon whom the Provider is reliant for delivery of the service or equipment), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors.

1.8 Market value means: the value of which the equipment can be sold at on the current market. In the case of mobile phone it will assessed in accordance with https://www.mazumamobile.com/ - the assessment on condition by Can Solutions Limited will be final. Routers will be assessed at market value/or lease costs to CAN.

1.9 Minimum Contract Period means: the number of months as set out in the Purchase Order which forms the minimum number of months by which the Client has agreed to receive and pay for such Services.

1.10 Old contract means: the previous contract prior to the contract entered into under these terms and conditions with the Provider or Previous Provider. Client obligations with respect to the “old contract” will continue to apply.

1.11 Previous Provider means: the supplier of any services and equipment prior to the contract entered into under these terms and conditions which may include the same provider.

1.12 Purchase Order or PO means: the order form we will send to you which sets out the specification and price for the Equipment and Services we propose to supply to you. We will not be bound by any Purchase Order until the contract is signed off as above.

1.13 Risk means: the party on whom liability will fall.

1.14 Service – means phone service or broadband service (or both) that CAN are providing under this agreement, as shown on your purchase order, invoice and CAN account (if you have one).

1.15 Special Conditions means: any terms offered by the Provider as set out in the Purchase Order or other order form agreed in writing by the Provider which are in addition to those set out in these terms of business.

1.16 Third Party Supplier means: any entity or person engaged to supply the Provider for the purposes of the Contract.

1.17 Title means: lawful ownership.

1.18 “We” – means Can’s Solutions Ltd

2.0 Contractual Obligations

2.1 IN ALL CASES, the Client will be under contract to the Provider and will be bound by the terms and conditions of the Provider including any policies related to the agreement (see1.1)

2.2 The Provider’s terms and conditions will be supplied by the Provider to the Client prior to the Client entering into a contract and sent to the client with the purchase order.

2.3 IN ALL CASES the client will be bound by the terms and conditions set in this document by the Provider.

3.0 Ordering Services From CAN

3.1 All quotations are based solely on information provided by the Client to the Provider (example, existing contract end dates, billing/tariff information number of handsets connected, broadband/ network, third party provider).

3.2 The Provider does not accept any responsibility or liability in respect of losses incurred by the Client due to the supply of inaccurate information to the Provider by the client.

3.3 All tariff/bundle values on the quotation are exclusive of current Value Added Tax.

3.4 All deal incentives on the quotation are inclusive of current Value Added Tax.

3.5 All buy out cost values on the quotation are inclusive of current Value Added Tax.

4.0 Commencement of Terms and Conditions of this Agreement

4.1 Upon acceptance of the quotation from the CAN, the CAN will send the Client a purchase order with the terms and conditions attached which the Client should complete and return to the CAN. The purchase order confirms the Client’s full understanding and acceptance of all services and equipment including the terms and conditions within and associated to the quotation.

4.2 Upon receipt of the signed purchase order the contract will be executed and enforceable within the terms and conditions.

4.3 Upon receipt of the purchase order provided by the Client, CAN will process the Client’s order in a timely manner.

4.4 The Client will provide to CAN any additional information required by the CAN to set up the account.

4.5 CAN will contact the Client within a reasonable time from the receipt of the Client’s purchase order to conduct a “welcome call” to confirm that all requirements are contained within the purchase order and to fully explain how the order will be processed. Additionally, CAN will provide the Client with a welcome pack.

4.6 CAN reserves the right to refuse to accept/process a purchase order without having to provide any due reason to the Client.

4.7 CAN reserves the right to withdraw/amend a quotation at any time from the date of the purchase order received from the Client.

4.8 CAN reserves the right to withdraw/amend a quotation at any time from the date of purchase order to the end of any cancellation period should information provided by the Client in 3.1 be deemed as inaccurate.

4.9 CAN reserves the right to impose Excess Construction Charges on the Client where additional work and costs are incurred after the site survey and presented to CAN in the planning results.

5.0 Services Supplied

5.1 Upon receipt of the purchase order provided by the Client, CAN will process the Client’s order in a timely manner.

5.2 CAN tries to complete orders in a timely manner but time is not of the essence. Delays maximum of 4 weeks may occur which the Client will be informed of as soon as the CAN is aware.

5.3 A service starts on the date that the service goes “live” whether or not that is the date indicated on the Purchase Order and ends at the end of the Minimum Contract Period as set out in the Client’s contract. The contract can only be terminated in accordance with the terms of contract termination below.

6.0 Equipment Supplied

6.1 Passing of Title to Client on full upfront purchase

Unless otherwise stated, title of all equipment supplied to the Client as part of this contract paid for in full upfront will pass to the Client once paid. No obligation to return the handsets will apply in this circumstance.

(a) If any damage and or loss to such equipment has arisen during the term of the contract, the Client will incur any losses and costs of repair, replacement or consequential losses such as loss of service etc.

6.2 Passing of Title to Client on Rental/Hire Purchase Agreement

If the Client is renting the equipment as supplied under this contract, title shall pass following a one-off payment of no less than 3 payments of the total monthly rental or lease agreement. This will be due and payable on the end date of the contract’s Minimum Contract Period. If the hardware is not returned by this date, you will be invoiced for the due amount. The title of all equipment taken on a lease agreement will otherwise belong to the CAN at all times.

(a) If the equipment is taken by the Client on a hire-purchase agreement, title will pass to the CAN at the end of the lease term if the Client does not exercise their right to purchase the equipment on or before the end date of the Minimum Contract Period.

6.3 CAN is under a legal duty to supply equipment that is in conformity with these terms of business. Any equipment we send you will be as described in the specification in the contract. We reserve the right to amend the specification of any equipment and notify you of the same if required by any applicable statutory or regulatory requirement. You must inspect equipment on receipt and tell us about any issues within 7 days. We will advise you what to do next. If we ask you to return equipment, you must do so within 7 days of our request. We reserve the right to charge you for any equipment we do not receive within 14 days of our request. The Client will incur these charges in line with the purchase order. Where there is a fault with any equipment provided under this contract the Client must report this immediately to CAN who will arrange for the defect to be remedied either by repair or replacement.

6.4 To receive a service you may need to use any equipment as defined supplied by the CAN. You agree that, subject to these terms of business, we can:

(a) Install, keep and use such equipment at your premises;

(b) Enter your premises for the connection, maintenance, modification, replacement or removal of such equipment and

6.5 The Client must

(a) Not lose and keep all original packaging in good and functioning condition.

(b) Look after the equipment provided by CAN and you must not tamper with it. If the Client damages or loses any equipment provided by us the Client will need to pay for all equipment lost and or damaged based on the market value of the equipment on the date CAN is aware of the loss and or damage, in addition to any reasonable foreseeable losses incurred by CAN. These include but are not limited to the cost CAN incurs in confirming damage to equipment, installing the new equipment and any loss of business to CAN as a result.

(c) If the equipment is damaged by Client use or the packaging is lost during the contract term and after the warranty period, the CAN will neither exchange nor refund such equipment

(d) If you need, or are required, to return any equipment to us, and are unsure how to do this, please contact us. The Client is responsible for this equipment until CAN receives it.

(e) If the Client is renting or has taken the equipment supplied by CAN under this agreement, to avoid the charge under clause 6.4 it must be returned fully functioning, in good working condition and in its original packaging to CAN forthwith when the Client renews or upgrades its equipment with us.

(g) Our decision as to the condition of any equipment with respect to clause 6.3(e) shall be final be final and binding on the parties. This will be the condition in which the equipment is in on CAN’s assessment for the market value of the equipment.

6.6 CAN is only responsible for, and can only support, equipment provided by CAN. We cannot guarantee that the services will function and be compatible with other pre-existing equipment.

6.7 Equipment is supplied by CAN on a rental/lease basis and will remain the property of CAN at all times throughout this agreement and any subsequent extension of the agreement/or upgraded agreement which utilises the same equipment.

6.8 Some equipment may need to be installed by the Client and this will be specified on the purchase order. You will be sent instructions to enable Client installation. If the Client is unable, or does not want to install the equipment, then we will send an engineer to install the equipment. If the Client requests an engineer visit the fee will be quoted prior to the visit if not already quoted on the purchase order.

6.9 The Client must not connect equipment not supplied by CAN to services supplied by CAN under this contract. The Client will incur costs of any foreseeable losses incurred by connecting either CAN’s equipment to services not supplied by CAN or vice versa.

6.10 Risk in all equipment supplied to the Client shall pass to the Client upon delivery. Once notified of delivery by our couriers we accept no responsibility for loss and damage to equipment.

6.11 Carriage costs will be detailed on the purchase order and are charged on all equipment we supply.

6.12 CAN cannot guarantee the date or time of delivery quoted on the purchase order and the time of delivery is not of the essence.

(a) Subject to clause 6.10(b), where delivery is not made within 30 days of the date quoted on the purchase order, the Client can exercise their right to make time of the essence. This must be made in writing to CAN. The Client must give CAN 30 days from this date of notice to rectify the non-delivery.

(b) Where full delivery as per the purchase order has not been performed, the Client cannot make time of the essence if any equipment or service has been provided by CAN, to cover the non-delivery of any outstanding equipment or service.

6.13 CAN shall incur no liability for any failure to deliver the equipment or services to the extent that such failure is caused by a third-party supplier or a Force Majeure Event. Neither will we incur liability if the Client provides us with inaccurate delivery instructions.

6.14 Any equipment supplied to the Client under the Contract shall conform in all material respects to the specification set out in the Contract.

6.15 Subject to clause 6.14, CAN shall, subject to the Client’s choice, either repair, replace or refund the price of any defective equipment (that is defective prior to delivery to the Client) in full if

(a) the Client provides us notice in writing as soon as it is discovered that some or all of the equipment does not comply with the warranty set out in clause 6.12;

(b) CAN is given maximum 1 week from this date of discovery to examine, repair and or replace defective equipment (within which time we will enable the Client’s mobile application or provide a temporary solution pending repair) and;

(c) The Client (if asked to do so by the CAN) returns such equipment to the CAN’s place of business. The CAN will incur the cost of carriage to return equipment by reducing the charges to cover the cost.

6.16 CAN shall not be liable for defective pre-delivery equipment to the Client if;

(a) The Client uses the equipment after giving notice to us in writing under clause 6.13(a) or;

(b) The defect arises because the Client failed to follow the CAN’s written instructions as to storage, installation, commissioning, use or maintenance of the equipment or;

(d) The Client alters or repairs such equipment without the written consent of the CAN or;

(e) The defect arises as a result of fair wear and tear after the warranty period has expired, willful damage, negligence or abnormal working conditions or;

(f) The equipment differs from their description or specification as a result of changes made to ensure they comply with applicable statutory or regulatory standards. In this instance, the Client has the option to have the equipment modified in line with the new regulations at the Client’s cost, or to enter into a new contract term which would include the supply of modified equipment.

6.17 Except as provide in this clause 6, CAN shall have no liability to the Client in respect of the equipment’s failure to comply with the warranty under clause 6.12.

6.18 These terms of business shall apply to any repaired or replacement equipment supplied by CAN.

7.0 Engineer Visits

7.1 It may be necessary to conduct a site survey pre-provision of the service/s to confirm whether any of the CAN’s services are available to the Client. For example if the Client falls outside the reach of, or is not connected to, the UK telecommunications network, or your network telecommunication or utility services operational at your location do not meet our standard minimum performance requirements. The cost of doing so will be detailed on the purchase order.

7.2 It may be necessary to send an engineer to the Client’s site to resolve an issue that arises during the contract if it cannot be resolved first by way of remote connection. The fee for this will be quoted to the Client prior to the engineer visit.

8.0 Upgrades

8.1 CAN can process an upgrade after a period of 12 months with the Client’s consent. If an upgrade is agreed by the Client this will terminate the original contract and a new contract term will commence upon acceptance of the upgrade.

8.2 CAN cannot give any guarantee as to the make or model of upgrade equipment provided.

8.3 Where the Client wishes to terminate/upgrade their contract early, all equipment supplied would need to be returned to the CAN subject to clause 6 of these terms and conditions.

9.0 CAN’s Obligations

9.1 Can provide each service, the loaned equipment and installation work to the address given by the Client. CAN will take instructions from a person who we believe have good reason to be acting with the authority of the Client.

9.2 CAN will use reasonable care and skill in providing the services but given the nature of the services we provide, we cannot guarantee that they will be continuously available or error-free. For example there may be third-party CAN, geographical atmospheric or environmental factors that affect the services.

9.3 We try to keep your data and communications secure; however, for reasons beyond our control, these may be unlawfully intercepted. If they are, we will investigate and advise on next steps.

9.4 Sometimes faults in our network affect a service. We will endeavour to fix any faults as soon as we can.

9.5 Occasionally CAN might have to interrupt, change or temporarily suspend some or all of a service. That could be to maintain, upgrade or repair the network. If we do we will try to can the network up and running again as quickly as possible.

9.6 If we know or believe that any of your devices have been infected by malware (software designed to disrupt or damage a computer system, such as a computer virus), or if any of your devices try to get access to a malicious website (a website that attempts to install malware), we might take action. That might mean putting software onto our network to stop the spread of that malware or to prevent your devices from going to the malicious website.

9.7 We try to make sure antivirus software and other security features we provide are effective. Please make back-up copies of your documents, photos and so on in case the originals are lost or corrupted.

9.8 We will adhere with the OFCOM code of practice.

9.9. CAN reserves the right to amend the applicable service specification if necessary to comply with any applicable law or regulatory requirement, or if the amendment will not materially affect the nature or quality of the applicable services, and the CAN shall notify the Client in any such event.

9.10 This agreement is between CAN and the Client. No other company or person shall have any rights to enforce any of its terms.

9.11 It is acknowledged and agreed that our relationship with the Client under any Contract is that of an independent contractor. Neither these terms of business or any other purported terms shall constitute or imply any partnership, joint venture, agency, fiduciary relationship or other relationship between the parties other than the contractual relationship expressly provided for in the Contract as governed by these terms of business.

9.12 This agreement is governed exclusively by the laws of England and Wales. We both agree to submit to the exclusive jurisdiction of the English courts. However if you are registered in Northern Ireland we may at our discretion bring proceedings in Northern Ireland, and if you are registered in Scotland, we may bring proceedings in Scotland.

9.13 Except as set out in these Terms of Business, no variation of the contract shall be effective unless it is agreed in writing and signed by the parties (or their authorised representatives).

10.0 Client Obligations

10.1 You must:

(a) Comply with our reasonable instructions about the services;

(b) Have all necessary consents or permissions required for CAN to provide a service or carry out any works;

(c) Tell us if you change your name, your address, your email address, your payment details or anything else which we may need to know about;

(d) Keep usernames, passwords and PINs safe and

(e) Use our services in accordance with any applicable fair use or security policies we tell you about.

10.2 The Client is responsible for paying all charges that any person in the Client’s company or working on the Client’s behalf using CAN’s services incur; and any person’s usage of services which are incurred due to the Client’s negligence regarding use of services, use or loss of equipment will be liable to pay the cost of so doing in accordance with clause 9 of these terms of business.

10.3 Whilst any anti-virus software or other security features provided by us should be effective, we cannot guarantee they always will be. You should back up your data to protect against loss or corruption.

10.4 All services and equipment will be used solely by the Client and shall not be passed on, sold or otherwise provided to a third-party.

10.5 The Client shall not enter into another agreement with another CAN or third-party advisor without the express consent of the CAN during the term of the contract period.

10.6 If the Client defaults on any of their obligations, the CAN shall not incur any liability for costs or losses incurred by the Client arising from the CAN’s inability to perform any of its obligations.

10.7 The Client shall reimburse the CAN on written demand for any costs or losses incurred by the CAN arising from the Client’s default of their obligation/s.

11.0 Charge and Payment

11.1 The charges for the services when you order shall be as set out in the Purchase Order. Please note at any time during the Contract we may amend the charges which affect your Contract for the following reasons:

(a) If an engineer visit is required or;

(i) If the price of any equipment or service increases through modifications to comply with new regulatory requirements or;

(ii) If the price of any equipment or service increases as a result of any factor beyond the control of CAN (including foreign exchange fluctuations, increases in taxes and duties, and increases in third-party supplier costs such as cloud CAN service cost increases) or;

(iii) If the Client requests to change the date of commencement or delivery date; quantities or types of equipment and or services ordered, or any specification of the same or;

(b) At any time before or after commencement of a Contract as a consequence of:

(i) Any delay caused by any instructions of the Client in respect of the equipment and services or failure of the Client to give the CAN adequate or accurate information or instructions in respect of the same; and

(ii) Any increases in wholesale mobile airtime third-party supplier rates which are charged to CAN and affect the charges chargeable by the CAN under the Contract.

11.2 You are responsible for paying all charges that you, or any person working within the company or any person that work’s on your company’s behalf.

11.3 CAN or a third-party on our behalf, will send you a bill for services, usually within 30 days of them starting. Thereafter we will usually bill you monthly.

11.4 We normally send bills one month in advance except for usage charges (e.g. call charges\ equipment purchases), which are billed after they are incurred and in arrears. Charges for periods of less than a month are calculated on a pro- rata basis.

11.5 You will receive bills in electronic form, and they must be paid by direct debit and within the invoice terms. If they are not, we may charge you a reasonable fee to cover our costs. We will collect payments on the date shown on your bill. If payment is rejected we may:

(a) Charge you a reasonable fee to cover our costs; and

(b) Lower your credit limit with us.

11.6 If you do not pay any undisputed part of your bill by the due date, we may:

(a) Charge a reasonable administration fee, debt recovery fee and interest on the overdue amount. Interest shall be chargeable at the statutory rate of 8% and accrue daily from the due date to the date of actual payment, whether before or after a court judgment; and

(b) Notify credit reference agencies of your non-payment.

11.7 If the charges are not in dispute and the Client has been issued with an invoice and payment has not been made within 60 days of the date of sending, the Client will incur interest in addition to the invoice fee at the current count court rate of 8%.

11.8 At the end of a contract, all outstanding sums and any cancellation charges will become immediately due and payable.

11.9 Any credit balance with us will not be repayable, or capable of being disposed of, charged or dealt with by you, until your indebtedness to us under any of these terms of business, both before and after demand, have been paid in full.

11.10 We reserve the right to waive any charges at our sole discretion and will do so in writing to the Client at the end of the agreement. If a charge is waivered, the waiver applies to the specified charge only and unless otherwise stated will not apply to any subsequent charge.

11.11 If you think your charges are wrong, you must inform us immediately so that we can investigate. You must pay all undisputed charges. We will not suspend or end a service until any disputed charges or claims are settled either by agreement or court judgment.

11.12 Payment is due fourteen (14) days from the invoice date by Direct debit (DD) unless otherwise specified.

11.12.1 If the Subscriber does not pay by direct debit there will be a charge of £7.50 per invoice

11.12.2 In the event of a missed payment whether by DD or other method there will be a charge of £10 per payment.

11.12.3 In the event of late payments, in addition to the charge outlined in 11.12.2 there will be a charge of £12.50 per late payment

11.13 Without prejudice to condition 3.3 CAN may, on not less than fourteen (14) days’ notice to the Customer, change the rates in any Tariff or price list, such change not to become effective during the Minimum Term of the relevant Mobile Network Service unless the change arises due to:

11.13.1 A change in the costs to CAN due to a requirement or direction of OFCOM; and/or

11.13.2 A change in the costs charged to CAN by its suppliers

12.0 Reimbursement of Termination Fees under the “Old Contract”

12.1 Reimbursement of any agreed termination fees are subject to the Client adhering to the obligations set out under clause 8.0 above.

12.2 Unless otherwise agreed the reimbursement of any termination fees will be paid within 90 days of connection or within 14 days of the invoice being submitted to CAN by the Client.

12.3 Where the Client fails to fully comply with their obligations set out in clause 8.0, CAN reserves the right to claw-back or otherwise proportionally recalculate termination fee values.

12.4 Where an advanced payment is agreed, the Client will complete and sign an advanced funding request document provided by CAN and will fully comply with the terms set out within.

13.0 Call Monitoring

13.1 In accordance with our IT and Data Protection Policy, we will record your communications which will be stored on our systems for the duration of the contract period. The contents of the communications will not be stored unless consent is obtained from the Client.

13.2 This should be detailed on the Client’s privacy notice.

14.0 CAN liability to you

14.1 Nothing in these terms and conditions shall limit or exclude CAN’s liability for:

(a) Death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors in accordance with section 2(1) of the Unfair Contract Terms Act 1977;

(b) Fraud or fraudulent misrepresentation in accordance with ;

(c) Breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession) as amended by the Consumer Rights Act 2015 or;

(d) Breach of the terms implied by section 12 of the Sale of Goods Act 1979 as amended by the Sale and Supply of Goods Act 1994.

14.2 Subject to Clause 14.1, CAN shall not be liable to the Client, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the contract for:

(a) Loss of agreements or contracts;

(b) Losses beyond our control caused by other network operators and/or third-party CANs of telecommunications services and;

14.3 The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 as amended by the Sale and Supply of Goods Act 1994 and the terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982 as amended by the Consumer Rights Act 2015 are, to the fullest extent permitted by law, excluded from this contract.

14.4 This Clause 14 shall survive termination of the contract.

14.5 Nothing in these terms excludes or limits our liability for anything we cannot exclude or limit by law.

15.0 Our Rights to Suspend, Restrict or Disconnect Services

15.1 We may suspend, restrict or disconnect any, or all, of the services if:

(a) CAN’s, or any third-party network breaks down or needs maintenance;

(b) You break any important term of your agreement

(c) You fail to pay your bill or any charges within 7 days of our reminder. Where you have simply stopped paying any charges in breach of these terms and conditions then in addition to our rights to terminate we reserve the right to suspend all services upon expiry of a 7 day “stop” notice further to our reminder requesting payment. The service shall be suspended until any arrears are paid in full. We recognise suspension of our service may mean your use of your telecommunications or IT services are disrupted which will affect the operation of your business. Without prejudice to clause 12, we exclude all liability for any direct or indirect or consequential losses caused as a result of your breach giving rise to the suspension;

(d) We are required to for regulatory reasons;

(e) We are no longer able to provide a service (or any part of it);

(f) You are abusive or threatening, or abuse our processes;

(g) We suspend or restrict a related service;

15.2 Where we suspend, restrict or disconnect a service, your agreement will continue and, unless we’ve suspended, restricted or disconnected under paragraphs 15.1(a), 15.1(d), 15.1(e) or 15, we will require you to pay:

(a) Our reasonable costs for suspending or restricting the services and resuming them and;

(b) Charges due in accordance with the purchase order lawfully due prior to the date of suspension.

16.0 CAN right to make Changes

16.1 CAN may change a service, service features, loaned equipment and terms and conditions of this agreement for the following reasons:

(a) Make the agreement clearer or easier for the Client to understand or change it in another way. If you are significantly disadvantaged by such changes you will have the right to cancel as described in clause 17.

(b) Change, improve, update or add to a service, service features or rental/loaned equipment provided.

(d) Change your area code, phone number or access numbers

(e) Change the way our charges, a service or service features or rental/loaned equipment are structured.

(f) Add new service feature eg additional security feature to your broadband

(g) Add to or change the way we provide a service, service feature or rental/loaned equipment

(h) Make minor changes to technical specifications

(I) Update, upgrade, improve or alter a service, service features or rental/loaned equipment

(j) Reflect a change in our ability to provide a service, service features or rental/loaned equipment in a particular area.

(h) Reflect any changes to a law, code of proactice, regulation, guidance or responsibility that applies to CAN

16.2 CAN may need to make changes for reasons not listed in 16.1 particularly if the agreement has been extended beyond the minimum contract period as we cannot predict the future. If we do, you will be given notice and you may be able to cancel the service in line with clause 17.

17.0 Termination

17.1 If you want to end a service or your Contract with us, please contact us by email. If you wish to terminate this agreement before the end of the Minimum Contract Period you will have to pay a fee as prescribe below. The minimum charge for early termination of a service is the contracted monthly charge multiplied by the remaining months of the applicable Minimum Contract Period. Further charges may apply and are set out in the specific services below.

17.2 If you want to end a service or your Contract with us outside the Minimum Contract Period you will have to contact us by email.

17.3 We may immediately end your agreement by giving you written notice if:

(a) We are entitled to suspend, restrict or disconnect any, or all, of the services under paragraphs 15.1(b), 15.1(c), 15.1(d), 15.1(e), 15.1(f) or 15.(g) or;

(b) If communications are being used to facilitate fraud ie fraud calling or;

17.4 Certain services are dependent on other services. If we or you end one service we may need to end another. If this is the case, we will tell you.

17.5 If you wish to cancel a service outside the cancellation period, you must give us a minimum of 90 days’ notice.

17.6 If the Client does not give us notice to cancel a contract no sooner than 90 days and no later than 30 days before the end of the contract term, the contract period will be automatically renewed for the same Minimum Contract Period. CAN will attempt to contact the Client by email to inform of the renewal.

17.7 If you have any discount applied to your service, such as a Client discount or multi service discount, the monthly discount will cease from this point and termination charges will be calculated at the full monthly charge excluding discounts multiplied by the remaining contracted months. If you terminate another service with us then that discount will no longer be applied to that service. You will then be charged the full monthly charge without discounts for the remaining contracted months.

17.8 On termination of the agreement the Client must return all rental/loaned equipment within 30 days. Equipment must be returned in its original packaging as per clause 6.3(e) and in good condition as outlined in clause 6.

17.9 If the client fails to return all equipment in the condition as outlined in clause 16.8 CAN will impose charges on the client based on the Zen current equipment fees + 20% for the router and market value for all other equipment.

18.0 Matters beyond CAN control

18.1 We may not be able to provide a service (or part of a service) due to, or your service may be affected by, something beyond our reasonable control. In this scenario, we cannot accept responsibility for what has occurred and we may need to suspend or terminate your service or agreement. For example, due to the nature of the telecommunications sector and our reliance on third party network suppliers our services are contingent upon the service levels maintained by such third-party telecommunication network CANs and where the components of a service are reliant on such suppliers and changes are made by such suppliers outside of our direct control, we cannot guarantee the continuity, availability or performance of our service.

18.2 In such circumstances as referenced under 13.1, we may need to suspend or terminate your service or agreement. The Client’s obligation to fulfil their duty under this contract ceases from this date of suspension or termination. The Client will only be charged up to the date the service remains available and accessible.

18.3 In the event you decide to move to another premises, your new landlord may cause our services to be restricted due to the configuration of telecommunications and data supply to your new premises. In this circumstance, the Client shall continue to be liable up to the end of the then Minimum Contract Period.

19.0 Resolving problems and complaints

19.1 Please escalate any issues through our complaints procedure on our website https://www.can-solutions.co.uk/complaints-procedure. If this does not resolve the issue, please contact us as soon as possible. You must give us the opportunity to resolve your problems and you must continue to pay your bills whilst we investigate.

19.2 If the Client is dissatisfied with the solution of the CAN, and subsequent court proceedings are initiated, the decision of the court will be final and the services provided by the CAN will continue until the court resolves the issue.

20.0 Privacy, Security and Data Protection

20.1 All information we process is dealt with in accordance with our Privacy Policy which can be found here: https://www.can-solutions.co.uk/privacy-policy

20.2 Both parties will comply with all applicable requirements of the GDPR. This clause [17.2] is in addition to, and does not relieve, remove or replace, a party's obligations under the General Data Protection Regulation (GDPR). In this clause 17.2, Applicable Laws means (for so long as and to the extent that they apply to the CAN) the law of the European Union, the law of any member state of the European Union and/or Domestic UK Law; and Domestic UK Law means the UK Data Protection Legislation and any other law that applies in the UK.

20.3 The parties acknowledge that for the purposes of the GDPR, the Client is the data controller and the CAN is the data processor (where Data Controller and Data Processor have the meanings as defined in the GDPR).

20.4 Without prejudice to the generality of clause 17.2, the Client will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the Personal Data to the CAN for the duration and purposes of this agreement.

20.5 Without prejudice to the generality of clause 17.2, the CAN shall, in relation to any Personal Data processed in connection with the performance by the CAN of its obligations under this agreement shall:

(a) Process that Personal Data only on the written instructions of the Client unless the CAN is required by Applicable Laws to otherwise process that Personal Data. Where the CAN is relying on laws of a member of the European Union or European Union law as the basis for processing Personal Data, the CAN shall promptly notify the Client of this before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit the CAN from so notifying the Client;

(b) Ensure that all data is held by Can Solutions Ltd and is encrypted, backed up on at least a daily basis, and stored on servers or computers based in the EU. Where data is held on, or capable of being accessed by desktop, laptop or tablet computers, that equipment is

(i) Password protected.

(ii) Encrypted.

(iii) Secured by two-factor authentication (i.e user id and password).

(c) ensure that all personnel who have access to and/or process Personal Data are obliged to keep the Personal Data confidential; and

(d) Not transfer any Personal Data outside of the European Economic Area unless the prior written consent of the Client has been obtained and the following conditions are fulfilled:

(i) The Client or the CAN has provided appropriate safeguards in relation to the transfer;

(ii) The data subject has enforceable rights and effective legal remedies;

(iii) CAN complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any Personal Data that is transferred; and

(iv) CAN complies with reasonable instructions notified to it in advance by the Client with respect to the processing of the Personal Data;

(e) Assist the Client, at the Client’s cost, in responding to any request from a Data Subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;

(f) Notify the Client without undue delay on becoming aware of a Personal Data breach;

(g) At the written direction of the Client, delete or return Personal Data and copies thereof to the Client on termination of the agreement unless required by the GDPR to store the Personal Data; and

(h) Maintain complete and accurate records and information to demonstrate its compliance with this clause [19.5.(h)] and allow for audits by the Client or the Client’s designated auditor.

20.6 Either party may, at any time on not less than 30 days’ notice, revise this clause [19.6] by replacing it with any applicable controller to processor standard clauses or similar terms forming party of an applicable certification scheme (which shall apply when replaced by attachment to this agreement).

21.0 Provision of Information

22.1 The Client will provide to CAN promptly and without charge all such information and co-operation that we may reasonably require from time to time to enable us to perform and observe our obligations under these terms of business.

22.0 Entire Agreement

22.1 The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

22.2 Each party acknowledges that in entering into the Contract it does not rely on, and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract.

23.0 Exclusions

23.1 Where connectivity and/or equipment is provided by an alternative CAN, we are not responsible for loss of service or disruption for voice quality.

23.2 Where the Client has not maintained a secure password, and this is a cause of a loss of any kind including but not limited to the ordering of the Client maintains liability for the loss.

23.3 We are not able to guarantee the transfer of telephone numbers to other service CANs should you wish to cancel the Services. This is dependent on holding a porting agreement with the new CAN in question.

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