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Terms and Conditions

 

XLN Telecom Services

  • This Agreement covers the provision by XLN to you of our Services. If you have subscribed to XLN Broadband, a separate agreement will be sent to cover the specific terms for Broadband. “XLN”, “we”, “us”, or “our” means XLN Telecom Limited a limited company incorporated in England and Wales registered under Number 3902543 whose registered office is at The Brewery Building, 69 Bondway, London, SW8 1SQ
  • Tariff - You will be charged for line rental and calls at the rates shown in our Price and Tariff Guide shown at www.xlntelecom.co.uk).
  • Payment - You shall pay our Invoices by direct debit. You will be charged an administration fee for any monthly payments tendered by other means.  If you do not pay any of our invoices you will incur an administration fee that will be included on your next monthly bill. Other Charges may apply. Our Charges are specified on our website www.xlntelecom.co.uk
  • Our promise - If within 30 days from the date specified in your Confirmation Letter, you are unhappy with your Tariff and we cannot find you a plan better suited to your needs, you will be entitled to cancel your Agreement (but you will have to pay any Charges you may have incurred and reimburse XLN any amounts we paid towards releasing you from your previous network provider).
  • Contract length - The Minimum Term, is specified in the Confirmation Letter that we post (or email) to you. This Agreement begins on the Effective Date and will continue in force until terminated by either of us in accordance with the Agreement.
  • Cancellation Fee - If you terminate the Agreement (or we terminate it because of your conduct) before the end of the Minimum Term, you will be charged a Cancellation Fee for each fixed or mobile line.  Other Charges may apply to you.

 

TERMS FOR SERVICES

DEFINITIONS

“Agreement” means these terms and conditions together with your Confirmation letter accepted by us;

"Cancellation Fee” means a, a reasonable disconnection fee per each fixed or mobile line we have to disconnect. Our current cancellation fees can be found at www.xlntelecom.co.uk/xln-prices.aspx Please note that other charges may apply – see section 5.d

“Care Level” means our fault repair response times specified in Clause 11(e);

“Charges or fees” means our charges for providing you with the Services under this Agreement specified in Clause 7 below;

“Confirmation Letter” means our letter attaching these terms and conditions which will be posted or emailed to you within 3 days of our acceptance of your Order;

“Effective Date” means the date specified in your Confirmation Letter;

“Larger Business” means any business that it is not a Small Business;

“Material Detriment” means variations to your Agreement which are likely to be of significant  detriment to you, such as an increase in our call Charges for the Services by an amount which is more than the percentage increase in the retail prices index figure (or any future equivalent) in any twelve month period;

“Minimum Term” means, where applicable, the minimum term of this Agreement agreed with you in the Order and confirmed to you in our Confirmation Letter;

“Order” means any online order, your order via our telephone application process or your signing of our order form;

“Parties” means XLN and you, our customer;

 “Premises” means your premises in which we provide the Services to you;

“Price and Tariff Guide” means our schedule of rates available at www.xlntelecom.co.uk;

“Renewal Term” means a further commitment term;

“Services” means the services specified in Clause 1;

“Service Start Date” means the date you are able to start making and receiving calls using our Services;

“Small Business” means a business where no more than 10 individuals work (whether as employees or volunteers or otherwise);

 “XLN”, “we”, “us”, or “our” means XLN Telecom Limited a limited company incorporated in England and Wales registered under Number 3902543 whose registered office is at The Brewery Building, 69 Bondway, London, SW8 1SQ;

“XLN Equipment” means any equipment, including any software, owned or controlled by XLN and placed in your Premises to provide the Services; and

“you” and “your” or “customer” means you, our customer.

 

1            Our Services

  • This Agreement covers the provision by XLN to you of our Services. If you have subscribed to XLN Broadband, a separate agreement will be sent to cover the terms.
  • The Services under this Agreement are for businesses. You have confirmed to us that you are a trading business.
  • We may take instructions from a person if we have a good reason to think that he or she is acting with your permission.
  • The Services consist of:
    • the installation or takeover and rental of a fixed  telephone line;
    • the facility to make or receive phone calls including the ability to send or receive information for example, from computers using your telephone line;
    • any one of a range of call price plans that enable you to make discounted telephone calls;
    • any other facilities such as caller display that we agree to give you;
    • one phone number for each fixed telephone line that you rent from us, will be published (with your business details) in BT and XLN business directories free of charge, and will be available on directory enquiries services, unless you tell us not to; and
    • any other services that we provide you under this Agreement.
    • Access to the emergency services and provision of caller location information?

2            When the service starts

  • For new line installations, we will agree a date with you for installation.  If you cancel any appointment for the installation of your service after 12.00pm on the day before we agree to install your telephone line, you will be liable to pay a missed appointment charge at our then current Charges.
  • Time is not of the essence for the Services. We will try to provide the Services by any date agreed with you, but any suggested date is an estimate.  
  • For line transfers, we will normally transfer the line from your current provider within ten working days. The time taken to port numbers from other networks varies and sometimes it may not be possible or reasonably practicable. If this happens we will provide you with a new number(s).  

3            How we provide the Services to you

  • XLN provides services via wholesale line rental (“WLR”) and, for telephones lines with XLN broadband, Next Generation Networks (“NGN”). WLR means that XLN will bill you for line rental of your BT line and BT Openreach™ will continue to maintain your line and fix any faults that may occur. Developments in network technology (known as Local Loop Unbundling or “LLU”) may enable us to provide fixed line with broadband service to you through Next Generation Networks. If you have previously agreed to take our WLR service we may transfer you to our LLU network, but we will still offer the same services to you as those which you received from us before the transfer. If a Next Generation Network is available to you at the time of your transfer to XLN, we may transfer you directly to this network. In all circumstances your phone line from the exchange to your premises will continue to be maintained and repaired by BT Openreach™.
  • You acknowledge that in order to avoid delays occurring in the ordering process, XLN will need to be notified by BT™ of any products or services presently in use on your line that are incompatible with the WLR or NGN service. BT™ or other network providers are under a strict duty not to disclose information about a customer’s services to a third party unless the customer has consented to such disclosure. In entering into this Agreement you give consent to BT™ or other network providers to disclose such information to XLN. You also give XLN authority to act as your agent to arrange connection onto XLN services. If XLN is unable to take over the billing of your line rental, for whatever reason, you hereby authorise us to carry your phone calls only through CPS (see below).

4            Carrier pre-selection service (“CPS”) & local loop unbundling (“LLU”)

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

5            Term & Termination

  • This Agreement commences on the Effective Date until terminated by you or by us in accordance with this Agreement.
  • The Agreement has the Minimum Term agreed with you in the Order and specified in our Confirmation Letter:
    • If you are a Smaller Business, this Agreement shall continue in force during the Minimum Term (and during any Renewal Term you expressly agree with us) and thereafter until you terminate the Agreement in accordance with Clause 5(e)(i)?.
    • If you are a Larger Business, the Minimum Term shall rollover automatically into a new Renewal Term(s) unless you terminate the Agreement in accordance with Clause 5(e)(ii) below.
  •        Termination of the Agreement within the first 30 days:
    • You shall be entitled to terminate this Agreement, within 30 days from the Effective Date, if we agree that a competitor's tariff is cheaper overall and we cannot match it.
    • If you terminate the Agreement within 30 days from the Effective Date, you will not have to pay a Cancellation Fee. However, you shall pay any Charges you may have incurred under the Agreement (e.g. call Charges) and reimburse XLN any amounts we paid towards the cost of releasing you from your contractual obligations with your previous network provider (e.g. BT™).
  • In the event that the Agreement is terminated by you (or is terminated by us in accordance with Clause 5(j) below) before the end of the Minimum Term (or, where applicable, the end of a Renewal Term) you shall:
    • Pay our then Current Charges for such XLN Equipment (or, where applicable, an amount equivalent to any subsidy provided by XLN to you for your purchase of any XLN equipment); and
    • Pay the Cancellation Fee: and
    • Pay back any promotional credits or subsidies applied to your account.
  • Termination of the Agreement after the end of the Minimum Term or a Renewal Term (where applicable):
    • If you are a Small Business, you shall be entitled to terminate the Agreement any time after the end of the Minimum term (or after the end of a new Renewal Term that you have expressly agreed with us) by giving us at least 42 days written notice.
    • If you are a Larger Business, you shall be entitled to terminate this Agreement by giving us 42 days written notice before the end of the Minimum Term of the end of any Renewal Term, such notice to expire on what would otherwise be the expiry date or its anniversary.
  • You shall be entitled to terminate the Agreement immediately without being liable to pay the amounts specified in Clause 5(d) above if:
    • We breach a material term of this Agreement, which after your written notice to us we have not rectified within 30 days.
    • You give us notice to end the Agreement in accordance with Clause 18(a) below.
  • You shall not be entitled to terminate the Agreement in accordance with Clause 5(f)(ii) above, if:
    • a variation in the Agreement or an increase in the Charges is imposed by law or by a governmental or regulatory authority; or
    • We pass on price increases from third party operators to you; or
    • We undertake any changes in the Agreement in accordance with Clause 18(b) below.
  • Either of us may terminate this Agreement without notice if the other stops trading or becomes insolvent or wound up.
  • We shall be entitled to terminate this Agreement at any time, by giving you at least 42 days written notice.
  • We shall be entitled to terminate this Agreement immediately if you breach any of your obligations under Clause 8, Clause 10, Clause 17(c) and Clause 18(c) of the Agreement.

6            Effects of Termination

  •        On termination of the Agreement:
    • any licence granted to you by XLN or by its licensors shall immediately cease, you must immediately stop using the Services; and
    • you will immediately pay any outstanding invoices. We will refund any money owed to you, after first deducting any amounts you owe to XLN under this Agreement or under any other Agreement that XLN has with you.
  • The termination of this Agreement for whatever cause shall not affect any provision of this Agreement which is expressed or by implication intended to survive or operate in the event of termination of this Agreement.

7            Charges

XLN charges you for using the Services. You will be charged at the rates published in our Price and Tariff Guide. You acknowledge and agree that:

  • Save for manifest error, Charges are calculated from data recorded by us and not from your own records.
  • Where a direct debit is unpaid due to insufficient funds or direct debit cancellation, an administration charge will be included on your next monthly bill.
  • We will charge you a reasonable Charge for restricting outgoing calls due to your breach of your payment obligations under Clause 8.
  • We will add a reasonable Charge to your next bill to reinstate services suspended due to your breach of your payment obligations under Clause 8.
  • All XLN Charges are subject to VAT at the prevailing rate.
  • Your invoice will normally include your line rental, fixed monthly Charges (including inclusive call price plans) which are billed one month in advance and, in arrears, any Charges for your use of our Services outside any inclusive call price plan (e.g. minutes outside your monthly allowance or for additional services) which you incurred in the last period (normally the last month). Your initial Charge may also contain a setup Charge. 
  • In the event that the Agreement is terminated, XLN is not obligated to issue a refund or credit for any fixed monthly Charges which you incurred in the last period.
  • XLN will charge you a reasonable Charge to reinstate lines that have been ceased due to your breach of your payment obligations under Clause 8.
  • XLN will charge you an administration Charge for payments tendered by means other than direct debit.
  • XLN will charge you a reasonable disconnection fee per fixed or mobile lines should we terminate the Agreement due to your breach of your payment obligations under Clause 8 below.
  • XLN will charge you a reasonable Charge for bills sent by means other than E-billing.
  • If we send an engineer to your Premises, we may charge you our then Current Charges, or pass on to you the fees of any third party providers.
  • We will charge you our then current Charges if we provide you with any XLN Equipment.
  • We may charge you a monthly maintenance Charge depending on the Care Level we agree with you.

8            Payment terms

  • You are responsible for and must pay the Charges for the Services whether the Services are used by you or by someone else.
  • You shall pay your invoices by monthly variable direct debit. XLN reserves the right to refuse any new customer not wishing to pay by direct debit.
    • You will be notified of any problems with your payments or direct debit instruction. Arrears and/or unwillingness to maintain payment by direct debit may result in your lines being restricted and in the termination of your Agreement.
    • Cancellation of your direct debit does not constitute notice of termination of the Agreement by you, but we reserve the right to terminate the Agreement immediately if you cancel your direct debit for the payment of the Services and/or you chose another payment method.
    • You are protected at all times by the direct debit guarantee as detailed in Clause 19(a) below.
  • If you fail to pay any sum due, within 14 days from the date of the invoice, we shall be entitled to charge interest on the amount due at the rate of four percent (4%) above the Barclays Bank Plc base rate ruling from time to time calculated from the due date until we receive your payment.
  • XLN reserves the right to perform a credit check on you with no prior given notice, and to pass your credit history with XLN on to other credit agencies and/or County Court.
  • XLN reserves the right to at any time request a deposit, paid in advance, from you should periodical credit checks reveal insufficient credit scoring or County Court Judgments against you for debts or non-payments or if unusual usage and call Charges are incurred by you. In the event that you don’t comply with our request within 30 days of notification by us, we reserve the right to terminate the Agreement and to demand full and final outstanding balance settlement with immediate effect.
  • XLN may, at its sole discretion and at any time, impose a credit limit on your account or amend it. If you exceed any such credit limit we may demand immediate payment of all the Charges incurred by you up to this moment and/or suspend the Service. We will endeavour to notify you as soon as possible if any of these situations arise. You will still be responsible for all Charges incurred including those exceeding the credit limit.
  • You agree to pay us all Charges without set-off, deduction, withholding, restriction or condition whatsoever.
  • If you wish to dispute an invoice, you must contact our customer services within 3 months from the date of the invoice. After such period, any undisputed invoice will be deemed correct.

9            Pricing

  • Unlimited local & national inclusive call price plans are available to businesses only and not to residential customers.
  • The Inclusive minute allowances specified in your call price plans, will be deducted in one minute increments (with any part minutes rounded up to the nearest minute).
  • Call Charges for calls outside of your inclusive minute allowances will then be rounded up to the nearest whole penny. In addition, a per call connection Charge will apply.
  • All unlimited call price plans are subject to our fair use policy. Currently, our fair use policy is 3000 minutes (of which a maximum of 500 minutes may consist of calls to numbers other than UK local and national geographic numbers such us 08xx numbers, premium rate numbers, international destinations to selected destinations, which may vary from time to time, etc, but this will depend on the call price plan we agree with you).
  • In the event that you exceed the limits included in our fair usage policy:
    • We will charge you our then current call Charges as described in Clause 9(c) above.
    • We reserve the right to switch you to a more appropriate Tariff or call price plan at any time, to suspend the Services, or to terminate this Agreement with immediate effect.
  • Local & national calls are numbers beginning 01 and 02 and 03 only and do not include non-geographic numbers (0845, 0870 etc) premium rate numbers (09xx) and Internet access numbers.
  • Mobile call rates refer to calls to T-Mobile, Virgin, Orange, Vodafone and O2 only.
  • Inclusive international minute allowances under a calling card package will be deducted in one minute increments (with any part minutes rounded up to the nearest minute). Charges for international calls outside of your inclusive minute allowances will then be rounded up to the nearest whole penny. In addition, a per call connection Charge will apply.
  • Connection Charges will apply to all calls except to calls which are part of an inclusive call price plan (or calling card package) or calls to free-phone numbers as specified in our Price and Tariff Guide.
  • If any part of a bundled service (e.g. phone and broadband) is cancelled, we will automatically apply to you our then current Charges for any remaining services.

10         Your Obligations

Your breach of your obligations under this Agreement may result in the suspension of the Services or in the termination the Agreement. You agree:

  • To use the Services in accordance with this Agreement, any instructions given by us from time to time and any laws, regulations and licenses which apply to the use by you of the Services.
  • Not to allow an alternative supplier to override or bypass our Services either through the installation of equipment or through the BTTM local exchange during the term of the Agreement.
  • Not to use the Services in any way XLN considers is or is likely to be detrimental to the provision of the Services to you, or to the services we provide to any other XLN's customers.
  • To be responsible for any engineering reprogramming costs or equipment removal costs that may be required to terminate the service of your previous supplier(s).
  • Not to use the service to transmit any material which may be abusive, offensive, obscene, indecent, menacing, defamatory or which might cause annoyance, inconvenience or needless anxiety to anyone or to commit a fraud or other criminal offence.
  • If you are on an unlimited Tariff, you shall not exceed the XLN fair usage policy, stated in 9d.
  • If you request and XLN agrees to a change of all part of the Services, or a change of the Premises where we provide the Services to you, you must complete such formalities as XLN shall require, giving effect to such change.  You shall pay to XLN its then current Charges to reflect such change of Charges or Premises change.  XLN may require payment prior to effecting such changes.  XLN shall be entitled to revise the Charges you pay to reflect the changes agreed with you.
  • You are responsible for terminating, at your own expense, any contracts you may have with your previous suppliers for services similar to our Services.
  • You shall terminate, at your own expense, any contracts you may have with your previous suppliers for services which are not compatible with our Services.

11         Repairs to the Services

  • We will use reasonable endeavours to provide an uninterrupted service, but you acknowledge and agree that from time to time faults may occur.
  • We are not responsible for repairing and maintaining your landline. BT Openreach™ will continue to have responsibility for maintaining your landline and fix any faults that may occur. Furthermore, if you have broadband on the landline and we are not providing this service to you; your broadband provider is responsible for repairing faults at the exchange level. We may, at our sole discretion and where applicable, report the fault to the party responsible for the service.
  • We will use reasonable endeavours to correct any defect or fault in our Services. Customer Service & Fault Notification: 0844 880 9000. Our faults line is available 24/7.
  • XLN will apply £85 + VAT engineering call out charge if we send an engineer to your Premises and a fault or failure is on your own equipment, and not in XLN Equipment or Services, or is caused by accidental damage. Additional time related charges and replacement equipment costs may also be added.
  • The speed with which faults are repaired on your line depends on its agreed Care Level. As an XLN customer you receive Care Level 1 as standard but you can pay more to receive an improved Care Level. Care Level repair speeds are set by Openreach and may vary. The current repair times and prices of the different Care Levels available can be found at www.xlntelecom.co.uk/care-levels.aspx

12         Suspension of the Services

We may suspend the service (without being liable to compensate you):

  • In the event of a local or national emergency;
  • To comply with a request from a government or other competent authority;
  • To protect or provide service to rescue or other essential services or otherwise;
  • To maintain the quality of our Services or to upgrade the Services;
  • If you fail to pay any amount due to us;
  • If an event occurs which is beyond our reasonable control;
  • If you materially breach any part of this Agreement; or
  • If we have good reason to suspect fraudulent activity or misuse of our Services or any other breach by you of this Agreement.
  • If bankruptcy or insolvency proceedings are brought against you, or if you make an arrangement with your creditors or if a receiver, an administrative receiver or an administrator is appointed over any of your assets or if you go into liquidation or a corresponding event under Scottish Law.

13         Complaints

We make every effort to ensure that our customers are happy with the level of service they receive from us. However, despite our best efforts, things can go wrong. We take customer complaints very seriously and aim to resolve them quickly and efficiently. If you have a complaint about any part of our service, please contact our customer service team or refer to our complaints code of practice posted on our website. You can also request a copy from our customer service team.

14         Liability

  • Neither of us will have to compensate the other for any detrimental event beyond the other’s reasonable control. In this Agreement, ‘beyond reasonable control’ includes any act of God, reduction or failure of power supply, other telecommunication operators and suppliers or their equipment including access lines, act or omission of national or local government authority, war, act of terrorism, military operation, riot or delay, employee dispute, or supply of equipment by third parties.
  • Nothing in this Agreement shall exclude or restrict a Party’s liability for matters which cannot by law be excluded or restricted. Nothing in this Agreement excludes or limits your liability to pay the Charges (or any amount owed by you under this Agreement) or each Party’s liability with respect to death or personal injury resulting from the negligence of that Party, its employees, agents or subcontractors or for fraudulent misrepresentation or under the tort of deceit. However, nothing in this Clause gives a Party any right or remedy which it would not otherwise have.
  • Subject to Clause 14.(b), we shall not be liable to you, whether in contract, tort (including negligence) or otherwise, for direct or indirect loss of profits, business, production, revenue, any contract, opportunity, or anticipated savings, or wasted expenditure, loss of goodwill or injury to reputation, nor for any indirect or consequential or special loss or damage or for any destruction, corruption or loss of data, or losses arising from your use of or failure to use the computer security or backup services or software, whether any such losses could be reasonably foreseen by us or not.
  • Subject to Clause 14.(b) XLN its employees and its sub-contractors’ entire liability to you (including liability for negligence) in contract, tort, negligence or otherwise arising out of or in connection with this Agreement shall, for any one incident or series of related or unrelated incidents within a period of 12 months, be limited to the annual Charges paid by you to XLN;.

15         Allocation, number portability and Daily rate rental credit

  • XLN will use reasonable endeavours to provide number portability to you, as soon as reasonably practicable and on reasonable terms, when you request so an provided that:
    • there are no technical or physical reasons preventing the portability of the number(s) requested by you; and
    • you undertake to pay XLN’s Charges for such number portability if applicable;
  • If you sign up to the Services and you request to transfer your number from another telephone provider, XLN will use reasonable endeavours to do this if reasonably practicable and provided that your existing telephone provider agrees to release the number; and
  • If it is not reasonably practicable, XLN will provide you with a new number(s).
  • Any telephone numbers allocated to you by XLN (if any) do not belong to you. You accept that you do not acquire any rights whatsoever in such telephone numbers and you must make no attempt to apply for registration of the same as a trademark, service mark, or domain name whether on its own or in conjunction with some other words or trading style. You are not entitled to sell or agree to transfer to a third party any telephone number allocated to you by XLN.
  • Subject to clauses 14(a) and 14(b) above, we will credit you a daily-rate rental credit for each whole or part day we are late in providing the phone line service should the porting of a number fail. The daily-rate rental credit is equal to the daily charge of your rental for each day that applies rental charge for three months.
  • You must make your claim in writing within one month of us putting things right.

16         Monitoring and recording calls and Data protection

  • We may monitor and record calls relating to customer services and telemarketing. We do this for training purposes and to improve the quality of our services.
  • We may contact you before, during and after the term of this Agreement in order to administer, evaluate, develop and maintain our Services.
  • XLN operates in accordance with the Data Protection Act 1998 and in accordance with XLN ‘Privacy Policy’ available at http://www.xlntelecom.co.uk/xln-telecom-privacy.aspx. You are also required to comply with all data protection legislation. In addition, you must maintain all required registrations, including those reasonably requested by us to enable us to process your personal data in connection with our performance of our obligations under this Agreement.
  • By registering for the Services you consent to us using and/or disclosing your personal information for the following purposes:
    • processing your application (which may involve credit checking by a licensed credit reference agency who may record that a credit check has been made and disclosing certain personal and account details to a bank for the purposes of setting up a direct debit account);
    • providing or arranging for third parties to provide customer care/help desk facilities and billing you for the Services (which may involve disclosing your information to third parties solely for those purposes);
    • to maintain quality and for training purposes, we may monitor and record telephone conversations with you;
    • to inform you about other XLN products or services, or products and services from our group of companies (including the OneBill Group) unless you opted out to this during the application process or you notify our customer services in writing, signifying that you do not wish to receive this information from us;
    • to disclose all or part of your personal data to a regulator (i.e. Ofcom, the Information Commissioner Office), a court, or to a public body to comply with any regulatory, government or legal requirement; and
    • to communicate information that describes the habits or usage patterns and/or demographics of the whole or a part of our customer base (including you) but which is anonymous and does not describe or reveal the identity of any particular customer to any third party.
  • We shall be entitled to make your name, address and telephone number available to the emergency services.

17         Warranties and Representations

  • Other than as expressly set out in this Agreement and to the greatest extent permitted by law, XLN makes no representations or warranties with respect to the Services, or the performance of its obligations hereunder, and expressly excludes such representations and warranties, whether implied, statutory or otherwise to the maximum extent permitted by law.
  • In particular, but without prejudice to the generality of this Clause 17, you acknowledge and accept that:
    • XLN does not warrant that the Services will be available at any particular time or continuously; and
    • XLN is not responsible for any loss of or disruption to the Services due to failure of a carrier network or broadband provider.
  •        You Warrant to us that:
    • You have the authority to enter into this Agreement; and
    • You will comply with any legal and regulatory requirements applicable to the Services provided under this Agreement

18         Variations

  • We may vary the terms of this Agreement and the Charges from time to time. In the event that we make changes to this Agreement that are likely to cause a Material Detriment to you, you will be entitled to terminate this Agreement within 30 days of XLN notifying you of such changes. In order to ensure continuity, time will be of the essence for your notice to be received by us and if we have not received your notice within that time, you will be bound by the terms of this Agreement as varied.
  • Subject to Clause 18(a) above, we shall be entitled to notify you of any updates and/or variations of the terms of this Agreement and our Charges, by email, through a notice in XLN invoices or by posting our updated Agreement or Price and Tariff Guide at www.xlntelecom.co.uk.
  • Unless we give you our prior consent in writing, you shall not be entitled to make any variations to this Agreement.

19         General

  • a. You may not transfer, novate or assign this Agreement or any rights under it without our prior written consent. We may from time to time transfer, novate or assign any of our rights and/or obligations under this Agreement, including partial assignment, to a party who agrees to continue complying with our obligations under the Agreement. If any provision or condition of this Agreement shall be invalid or unenforceable, the remaining terms shall continue to apply. This Agreement represents the entire agreement between the Parties in relation to its subject matter and supersedes all agreements and representations made by either Party, whether oral or written. If there is any inconsistency between this Agreement and your Confirmation Letter, the Agreement shall take precedence. Any failure by either of us to enforce any right shall not be deemed a waiver of any such right. If either Party delays in acting upon a breach of this Agreement that delay will not be regarded as a waiver of that breach. If either Party waives a breach of this Agreement that waiver is limited to that particular breach. This Agreement and any disputes or claims arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) are governed by and construed in accordance with the laws of England. The Parties irrevocably agree that the courts of England have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims). The Parties do not intend that this Agreement be enforceable by any person not a Party to this Agreement including under the General Terms (Rights of Third Parties) Act 1999 with the only exception that Clause 14 above which will also be enforceable by XLN’s, directors, employees, agents and subcontractors. The Parties acknowledge and agree that they have not been induced to enter into this Agreement by any representation, warranty or other assurance not expressly incorporated into it. Any notices sent by you to us must be sent by post (or fax) to our address above, must quote your account number and shall not be effective until received by us. Notices sent by XLN to you may be sent (i) by hand, post or by recorded delivery to your billing address specified on your Order or to your registered office; or (ii) by fax to your fax number specified on your Order or as otherwise notified by you to XLN in writing; or (iii) by email to your email address specified on your Order or as otherwise notified to XLN in writing; or (iv) by posting information in our website. Notice by us to you given by hand shall be deemed given the same day. Notice by us to you given by post shall be deemed to have been received 48 hours from the date of posting. Notice by us to you given by recorded delivery shall be deemed given on the date and at the time of signature of the delivery receipt.  Notice by us to you given by fax shall be deemed given when transmitted, provided that the sender shall have received a transmission report confirming correct transmission.  Any communication from XLN to you by email shall be deemed to have been made on the working day on which the notice is first stored in your electronic mail-box.  

20         The Direct Debit Guarantee

  • This guarantee is offered by all banks and building societies that take part in the direct debit scheme.
  • The efficiency and security of the Scheme is monitored and protected by your own bank or building society.
  • If the amounts to be paid or the payment dates change XLN will notify you 10 working days in advance of your account being debited or as otherwise agreed.
  • If an error is made by XLN or your bank or building society, you are guaranteed a full and immediate refund from your branch of the amount paid.
  • If you receive a refund you are not entitled to, you must pay it back immediately when XLN asks you to.
  • You can cancel a direct debit at any time by writing to your bank or building Society. Please also send a copy of your letter to us.

 

Terms and Conditions for XLN Telecom Broadband

This document sets out the Terms and Conditions of your use of the Broadband services provided by XLN Telecom (“XLN”, “We”, “Us”, “Our”) and comprises the entire agreement for your use of our Broadband services (“the Agreement”). Any changes or additions to these Terms and Conditions, the Broadband Services, or associated computer security or backup services and software must be agreed to in writing by XLN. All other terms, express or implied by statute or otherwise, are excluded to the fullest extent permitted by law. These Broadband Terms and Conditions apply in conjunction with the Terms and Conditions of your Telephony Terms and Conditions. On cessation of the Telephony Agreement in accordance with paragraphs 4a; 4b; 4c and 4d of said agreement, paragraphs 5a; 5b and section 6 of the Terms and Conditions of the said agreement will continue to apply to this Agreement.

1. Commencement and Duration of this Agreement

  • 1.1This Agreement commences on the date you accept these Terms and Conditions by signing the XLN Broadband application form, applying on-line, or via the telephone application process (the “Commencement Date”) and will continue for 12 months or the contracted length of time applicable for the Broadband tariff you have taken. These Terms and Conditions remain indefinitely thereafter unless terminated earlier by either party in accordance with Clause 12 of this Agreement.

2. Our Provision Of The Services

  • 2.1 We will provide the Broadband services and, if purchased, computer security or backup services and email (collectively known as the “Broadband Services”) to you with reasonable skill and care and in accordance with the provisions of this Agreement. Whilst we will use our reasonable endeavours to begin providing these Broadband Services by any date provisionally agreed with you, we have no liability for any failure to meet any date. We can only provide services in areas of the United Kingdom in which we are technically able to offer Broadband services from time to time.
  • 2.2 In order to use the Broadband Services, you need an existing BT analogue telephone line and a personal computer of a minimum specification as per Clause 4. You must also ensure that compatible cables and extension leads are used to and from your telephone socket, modem and PC in order to use the service. You acknowledge that we are dependent upon certain third parties to install and provide the Broadband Services to you. You also acknowledge that there may be technical limits that prevent us from delivering an operational service to you. We will endeavour to provide the Broadband Services to you at the access rate you choose but, due to congestion within the network, the ability of your BT line to carry data services, distance from the exchange; the speed of service may be reduced at times.
  • 2.3 You must cancel any other broadband service supplied by another company through the BT telephone landline that you wish to use to receive our broadband service and your BT telephone landline at your location must be clear of your former supplier’s broadband service. Alternatively, you must provide us with a valid migration code to transfer the broadband service from your current supplier. If you have purchased a computer security service, you must uninstall any other computer security services from your computer.
  • 2.4 We do not undertake to provide a fault free service. If, however, a fault occurs, you should report the fault by telephone, electronic mail or in writing to the Support Service. We will use our best endeavours to correct any defect or fault in the services provided to you as soon as possible. We will let you know as soon as reasonably practicable of any periods of downtime of the Support Service.
  • 2.5 XLN will not be responsible for any Faults arising from customer’s premises equipment. A £165 call out charge will be applied to engineering visits where the fault is found to be with your equipment or where an engineer attends and find no fault.
  • 2.6 Modem Support: Modems purchased directly from XLN will receive technical support within their warranty period. Technical support for modems acquired from any other source is therefore the responsibility solely of the modem manufacturer, or will be charged if support is received by XLN.
  • 2.7 We may suspend the Broadband Services including during scheduled periods of downtime where necessary for operational reasons such as repair, maintenance or improvement of the Broadband Services or because of an emergency. XLN will restore the Broadband Services as soon as it reasonably can after suspension.
  • 2.8 We may, for operational or other reasons, change any codes or the numbers allocated to you or the specification of the Broadband Services but any such changes will not materially affect the Broadband Services.
  • 2.9 We reserve the right to vary the Content (as defined in clause 5.2 below) from time to time in our sole discretion and do not guarantee or warrant that any particular item or items of Content will be available at any given time or at the commencement of the Broadband Services.
  • 2.10 We may immediately suspend your access to the Broadband Services in the event that you do not pay an invoice in accordance with Clause 3.
  • 2.11 If you currently receive a Broadband service from an alternative supplier you are responsible for any contractual agreement you have with them and any liabilities you may incur for terminating your current agreement.

3. Charges

  • 3.1 XLN charges you for using the Broadband Services covered by this Agreement. Initially you are charged at the rates specified on the application form or published in our price lists. All charges are exclusive of any VAT. Please note:
    • 3.1.1 XLN will charge £78 + VAT to reinstate lines that have been ceased due to non-payment
    • 3.1.2 If you change address, you may transfer the Broadband Services to your new address on payment of the moving fee of £51.99 + VAT.
    • 3.1.3 Charges for your Broadband Services will be incorporated into your monthly XLN Telecom invoice. We will send your invoice to the address on your registration details. We also reserve the right to send your invoice by email every month.
    • 3.1.4 XLN will charge a £99.99 + VAT disconnection fee should the agreement be terminated due to non-payment.
    • 3.1.5 In the event that all telephone lines on the said agreement have transferred away or been ceased but the broadband connection is still billing on that said agreement your current tariff will increase by £3 + VAT.
    • 3.1.6 XLN will charge £99.99 + VAT cancellation fee should the agreement be terminated within the agreed contract period length from the Commencement Date. For fibre broadband services, XLN will charge a cancellation fee of £199 + VAT should the agreement be terminated within the agreed contract period length from the Commencement Date
    • 3.1.7 If you end your contract for Broadband Services with us and do not request and use a MAC, we reserve the right to charge, and you agree to pay us a cessation fee to cover any cancellation charge that we must pay BT and our associated administration costs. The cessation charge will not be payable if you are moving home and either you have subscribed to our Broadband Services at your new address or we are unable to provide the Broadband Services at your new address.
    • 3.1.8 XLN will apply a reasonable monthly charge (see Price list) if your telephone line is incompatible with our Next Generation Network or if the telephone exchange that serves your telephone line has not been upgraded to support our Next Generation Network (see Section 3)

4. Equipment

  • 4.1You will ensure that any equipment that you attach (directly or indirectly) to the Broadband Services is technically compatible with the Broadband Services and that its use does not breach any relevant legislation or telecommunications industry standards.
  • 4.2Minimum system requirements:
    • - Windows 98 SE (Second Edition), Windows Me (Millennium Edition), Windows, 2000 or Windows XP or Macintosh operating system versions 9.1 or later
    • - 1GHz or above CPU
    • - A minimum of 20 GB available hard disk space
    • - A minimum of 500 MB RAM
    • - An available Ethernet port

5. Your Use of the Broadband Services

  • 5.1These Broadband Services are provided solely for your use and you must not resell or attempt to resell the Broadband Services (or any part of it) to any third party. In addition, if you have a mail server, you must not allow relay emails from outside your domain from your mail server.
  • 5.2We do not warrant or guarantee the accuracy or completeness of any of the information, sound, software and any other materials (in whatever form) and services made available to you as part of the Broadband Services (the “Content”) or any further information or results which may be derived from it. You acknowledge that you will not rely on any Content in making any business or other decision and that your use of the Content is at your sole risk.
  • 5.3Please note that there may be additional conditions (either ours or those of a third party) displayed on line relating to particular Content. These conditions will also form part of this agreement should you access such Content.
  • 5.4You are entirely responsible for evaluating any goods or services offered by third parties via the Broadband Services or on the Internet. We will not be a party to or in any way be held responsible to you for any transaction between you and third parties.
  • 5.5You warrant that any information you make available on your website, both yours (“Customer Information”) or that of a third party (“Third Party Content”) is and will remain wholly accurate and will not include any information or material, any part of which, or the accessing of which or use of which, would be a criminal offence or is otherwise unlawful.
  • 5.6You also warrant that you will comply with all consumers and other legislation, instructions or guidelines issued by regulatory authorities and relevant licences which relate to the provision of the information on your website including those notified by us to you.
  • 5.7You must not use the Broadband Services, including associated computer security or backup services and software:
    • 5.7.1in a way that breaches any legislation or any licence applicable to you or that is in any way unlawful or fraudulent; or
    • 5.7.2to deliver, knowingly receive, upload, download, use or re-use any information or material which is abusive, defamatory, obscene or menacing, or in breach of any copyright, privacy or any other rights; or
    • 5.7.3to send or procure the sending of any chain letters or unsolicited advertising or promotional material (“spamming”); or
    • 5.7.4in a way that does not comply with our specific instructions.
    • 5.7.5to propagate computer worms or viruses
    • 5.7.6to attempt to gain unauthorised entry to any site or network
    • 5.7.7to distribute child pornography, obscene or defamatory material
  • 5.8You will fully indemnify us against all losses, damages, amounts paid by way of settlement, costs and expenses (including legal fees) of whatsoever nature suffered or incurred by us arising out of or in connection with any actual or potential claims or legal proceedings against us by a third party because of your use of the Broadband Services in breach of the provisions of this Clause 5. We shall notify you of any such claims or proceedings and inform you regularly as to the progress of such claims or proceedings.
  • 5.9You acknowledge that Broadband Services are provided to other users and we owe a duty to these users as a whole to preserve our network integrity and avoid network degradation. If, in our reasonable opinion, we believe that your use of the Broadband Services has or may adversely affect such network integrity or may cause network degradation we may manage your transmission speed, the type of traffic you are passing, and/or suspend your service.
  • 5.10We operate a fair use policy to protect the quality of service to our customers. If we believe that your use of the Broadband Service is adversely affecting our network (or any part of it) or our other customers use of our services or if your usage is significantly different from what we would expect from a business customer, we reserve the right to manage or regulate your usage in accordance with the fair usage policy. We will not impose any restrictions on you or impose an additional charge without prior notice. ,If after we have sent you notice, we believe that your use of the Broadband Service continues to adversely affect our network (or any part of it) or our other customers use of our services or if your usage continues to be significantly different from what we would expect from a business customer then we may:
    • 5.10.1Restrict your download and upload speeds;
    • 5.10.2Apply additional charges for additional high bandwidth usage;
    • 5.10.3Suspend your service; and
    • 5.10.4Cease your service.
  • 5.11We may require you to reimburse us for any reasonable and foreseeable losses, costs and expenses which we incur as a direct result of the misuse of the broadband service either by yourself or by someone you have knowingly allowed to use the Broadband Service we provide to you.

6. User names and Passwords

  • 6.1You must ensure that user names and passwords used in connection with the Broadband Services are kept confidential and are only used by authorised users. Please inform us immediately if you know or suspect that a user name or password has been disclosed to an unauthorised user or is being used in an unauthorised way. You must not change or attempt to change a user name without our written consent.
  • 6.2We reserve the right (at our sole discretion):
    • 6.2.1to suspend user names and password access to the Broadband Services if at any time we think that there has been or is likely to be a breach of security; and
    • 6.2.2to ask you to change any or all of the usernames and passwords you use in connection with the Broadband Services.
  • 6.3You must inform us immediately of any subsequent changes to the information you supply to us when you register for the Broadband Services.
  • 6.4You accept and acknowledge that the Broadband Services, like other Internet applications, are not secure and we do not guarantee the prevention or detection of any unauthorised attempts to access the Broadband Services.

7. Personal Data

  • 7.1We may contact you before, during and after the term of this Agreement in order to administer, evaluate, develop and maintain the Broadband Services. Please note that we may record your telephone calls with us and we will keep a record of personal information you provide to us in connection with the Broadband Services.
  • 7.2We will comply with our obligations under the Data Protection Act 1998 and other any applicable data protection legislation. You are also required to comply with all data protection legislation. In addition, you must maintain all required registrations, including those reasonably requested by us to enable us to process your personal data in connection with our performance of our obligations under this Agreement.
  • 7.3By registering for the Broadband Services you consent to our using and/or disclosing your personal information for the following purposes:
    • 7.3.1processing your application (which may involve credit checking by a licensed credit reference agency who may record that a credit check has been made and disclosing certain personal and account details to a bank for the purposes of setting up a direct debit account);
    • 7.3.2providing or arranging for third parties to provide Customer Care/Help Desk facilities and billing you for the Broadband Services (which may involve disclosing your information to third parties solely for those purposes); and
    • 7.3.3to selected third parties for the purposes of providing and operating the Broadband Services.

8. Intellectual Property Rights

  • 8.1You warrant that you are the owner of, or that you are authorised by the owner of, any trade mark or name that you wish to use as your registered Domain Names (“Domain Names”) and use as part of your uniform resource locator (“URL”).
  • 8.2If we undertake Domain Names and URL registration on behalf of you, you will reimburse us for any registration fees paid by XLN Telecom to the Internet registration authorities. We do not guarantee that any Domain Names or URL requested by you will be available.
  • 8.3We may require you to select a replacement Domain Names or URL and may either refuse to provide or may suspend the Broadband Services if we reasonably believe that the Domain Names or URL is, or is likely to be, offensive, abusive, defamatory or obscene or in breach of the provisions of Clause 5.7.
  • 8.4Any patents, design rights, know-how, copyrights, trademarks, the right to use software and all other similar intellectual property proprietary rights (whether registered or unregistered) worldwide (“Intellectual Property Rights”) relating to the Broadband Services, including backup and computer security software packages, or arising during the development of the Broadband Services, belong to us or to a relevant third party.
  • 8.5The Content is protected by copyright, trademark and other Intellectual Property Rights, as applicable. You must not and must not permit anyone else to copy, store, modify, distribute externally, broadcast or publish any part of the Content, and the Content may only be used for your own purposes.

9. Intellectual Property Right Indemnity

  • 9.1You will fully indemnify and hold us harmless against all losses, damages, amounts paid by way of settlement, costs and expenses (including legal fees), of whatsoever nature, suffered or incurred by us as a result of any claims or proceedings arising from infringement of any third party’s Intellectual Property Rights by reason of your use or publication of the Customer Information, the Content or Third Party Content.

10. Software

  • 10.1Where we provide software to you to enable you to use the Broadband Services, including backup and computer security services (“Software”), we grant you a non-exclusive, non-transferable licence to use the Software solely for the term and purposes of the Agreement. You use this software at your own risk. You agree to use the software only in accordance with the End User License Agreement, which you will be required to accept in order to install the software.
  • 10.2Any software provided to you as part of the Broadband Services is provided for your use only. You must not re-sell, rent, transfer, assign or sub-license the software to anyone else. You may make one copy of the software for back up purposes, but are not otherwise allowed to copy, decompile or modify the software (in whole or in part) for any purpose unless specifically permitted by law. You may not adapt, transmit, distribute externally, play or show in public, broadcast or publish any part of the software. Except as permitted by applicable law or as expressly permitted under this Agreement you must not copy, de-compile or modify the Software (in whole or in part), or copy the manuals or documentation (in whole or in part).
  • 10.3We may offer updates or modifications to the Software or documentation and we will notify you of any applicable charges for such updates or modifications at the time we offer them to you.

11. Limitation of Liability

  • 11.1Nothing in this Agreement excludes or limits each party’s liability with respect to death or personal injury resulting from the negligence of that party, its employees, agents or subcontractors or for fraudulent misrepresentation or under the tort of deceit.
  • 11.2We shall not be liable to you, whether in contract, tort (including negligence) or otherwise, for direct or indirect loss of profits, business, revenue, any contract, opportunity, or anticipated savings, loss of goodwill or injury to reputation, nor for any indirect or consequential or special loss or damage or for any destruction or loss of use of any data, including any corruption of data or losses arising from your use of or failure to use the computer security or backup services or software, whether any such losses could be reasonably foreseen by us or not.
  • 11.3Subject to Clauses11.1 and 11.2, our liability to you in contract, tort, negligence or otherwise arising out of or in connection with this Agreement shall for any one incident or series of related incidents be limited to the annual fees paid by you to us in the year in which the liability first arose.
  • 11.4We are under no obligation to edit, review or modify Customer Information or Third Party Content. However, we reserve the right to remove any Customer Information or Third Party Information without notice.
  • 11.5We exclude all liability of any kind in respect of:
    • 11.5.1Customer Information, Third Party Content, Content and any other material on the Internet which can be accessed using the Broadband Services and we are not responsible in any way for any goods (including software) or services provided by third parties advertised, sold or otherwise made available by means of the Broadband Services or on the Internet;
    • 11.5.2the accuracy, completeness or suitability for any purpose of any Content; and
    • 11.5.3the acts or omissions of other providers of telecommunications or Internet services (including Domain Name registration authorities) or for faults in or failures of their equipment.

12. Termination of this Agreement

  • 12.1We may at any time (whether during the Initial Period or otherwise) terminate this Agreement giving 90 days notice to you.
  • 12.2We may at our sole discretion terminate this Agreement or suspend the Broadband Services immediately, in the event that:
    • 12.2.1we are directed by any competent authority to cease the provision of the Broadband Services or any part of it; or
    • 12.2.2you fail to pay any charges for the Broadband Services; or
    • 12.2.3any credit card or direct debit details submitted by you for payment are found not to be or cease to be valid; or
    • 12.2.4if you use the Broadband Services in contravention of any of Clauses 5, 6 and 8; or
    • 12.2.5your contract with us or your telecoms provider for your direct analogue exchange line is terminated; or
    • 12.2.6our contract with any third party who assists us in providing the Broadband Services to you is terminated; or
    • 12.2.7we become aware of any breach of third party Intellectual Property Rights caused by the Customer Information or the Third Party Content; or
    • 12.2.8you are in breach of our Fair Usage Policy If we suspend the Broadband Services in accordance with this Clause 12.2, we may, at any time following such suspension (and if the circumstance in Clause 12.2 remains) immediately terminate the Agreement.
  • 12.3You have the right to cancel this Agreement by giving written notice within 5 days from the date of acceptance of this Agreement. If we have supplied you with a Modem as part of a promotional offer you must either pay for the Modem or return such Modem to us unused and in the original undamaged packaging.
  • 12.4You may terminate this Agreement on giving at least 1 month’s notice, such notice to be effective no earlier than the end of the first 12 months period or the length of time applicable to the Broadband contract you have taken from the Commencement Date. You must pay all Fees for the Broadband Services until the date on which the termination notice expires.
  • 12.5You may also terminate this Agreement at any time on giving at least 1 month’s notice if you move to a new address to which it is not possible to provide the Broadband Services on production of proof of your changed address.
  • 12.6Either party may terminate this Agreement immediately, on notice, if the other commits a material breach of this Agreement and fails to remedy the breach within 28 days of a written notice to do so, or if the other goes into liquidation, becomes bankrupt, has a receiver appointed, makes a composition or voluntary arrangement with creditors or enters into administration, or a moratorium comes into force in respect of the other (within the meaning of the Insolvency Act 1986).
  • 12.7Upon termination or expiration of this Agreement registration to any of our services or those of third parties provided in the course of and/or for the purposes of the Broadband Services will cease at such time as the provision of the Broadband Services ends.

13. Force Majeure

  • 13.1Neither party will be liable to the other for any failure to deliver the Broadband Services or for any breach by it of this Agreement, where such failure or breach is due to a reason outside the reasonable control of such party, including, but not limited to: lightning, exceptionally severe weather, fire, explosion, war, industrial disputes, government action or regulation or national or local emergency. If such failure to deliver continues for more than 3 months after the commencement of such failure, then either party may terminate this Agreement on notice in writing to the other party.

14. General Provisions

  • 14.1We may change the provisions of this Agreement (including the charges) at any time, provided that we will give you notice of the changes at least 30 days before the change is to take effect at which time you may terminate this Agreement without charge if the change materially affects the Broadband Services.
  • 14.2This Agreement represents the entire agreement between the parties in relation to its subject matter and supersedes all agreements and representations made by either party, whether oral or written.
  • 14.3The parties acknowledge and agree that:
    • 14.3.1the parties have not been induced to enter into this Agreement by any representation, warranty or other assurance not expressly incorporated into it; and
    • 14.3.2in connection with this Agreement the parties’ only rights and remedies in relation to any representation, warranty or other assurance are for breach of this Agreement and that all other rights and remedies are excluded, except in the case of fraud.
  • 14.4The parties do not intend that this Agreement be enforceable by any person not a party to this Agreement including under the General Terms (Rights of Third Parties) Act 1999 with the only exception of Clause 11 above which will also be enforceable by XLN’s directors, employees, agents and subcontractors.
  • 14.5Notices given under this Agreement must be in writing and may be delivered by hand, courier or first class post, by fax or e-mail to the following addresses:
    • (a)to us at the relevant address provided during the registration process for XLN or any alternative address which XLN notifies to you;
    • (b)to you at the relevant postal or email address provided as part of the details which you submit during the registration process or any alternative address that you provide to XLN.
  • 14.6You may not assign, novate, sub-contract or transfer any of your rights or obligations under this Agreement. We may from time to time, transfer, novate or assign any of our rights and/or obligations under this Agreement, including partial assignment,  to a party who agrees to continue complying with our obligations under the Agreement.
  • 14.7If any part, term or provision of this Agreement is held to be illegal or unenforceable the validity or enforceability of the remainder of this Agreement will not be affected.
  • 14.8If either party delays in acting upon a breach of this Agreement that delay will not be regarded as a waiver of that breach. If either party waives a breach of this Agreement that waiver is limited to that particular breach.

15. Law

  • 15.1This Agreement will be governed by and construed and interpreted in accordance with the law of England and Wales and the parties submit to the exclusive jurisdiction of the English Courts for the determination of any dispute or other matter which arises out of or in connection with this Agreement.

16. Access to End-User Premises

  • 16.1To enable XLN to carry out its obligations under the Agreement, the End-Users must provide to representatives of XLN and any Broadband Access Provider access to all End-User Premises at all reasonable times, including access for the purposes of installation, inspection, maintenance, replacement, upgrade, or removal of the Broadband Access Connection and any equipment associated with it.

 

Terms and Conditions for XLN Telecom Mobile

1. Introduction

  • 1.1 The Mobile Services under this Agreement are provided by XLN Telecom Limited. In this Agreement, “XLN”, “We”, “Us”, or “Our” mean XLN Telecom Limited and “You” and “Your” mean the Customer. XLN Telecom Limited is a limited company incorporated in England and Wales registered under Number 3902543 whose registered office is at The Brewery Building, 69 Bondway, London SW8 1SQ.

1.2 Definitions

Account:
Our records of Your payments and outstanding Charges, plus Your personal details.
Additional Services:
Additional or supplemental services for which a charge is made in addition to the fixed periodic Charges for the Services (if applicable).
Age Restricted Services:
Any Services which are specified for use only by customers over a specific age.
Cancellation Fee:
A fee charged if We end the Agreement due to Your conduct or if You end Your Agreement within the Minimum Term. This fee may cover (without limitation) Your fixed periodic Charges for the Minimum Term, Our administrative costs, Our reasonable administration costs in porting your number, costs incurred by Us in Connecting and Disconnecting the Services and Our payments to operators, network providers, stores or agents.
Charges:
Charges under this Agreement, including call charges in respect of access to, and use of, Mobile Services as set out in the Price List. These charges include but are not limited to fixed periodic charges, usage charges, minimum monthly spend charges, account administration fees, fees for Connection and Re-connection, a Cancellation Fee (where applicable) and any costs incurred in collecting outstanding payments from You.
Connected:
The successful completion of a Connection.
Connection:
The process of giving You access to Mobile Services. “Disconnection and “Re-connection” have a corresponding meaning.
Content:
Information, communications, images and sounds, software or any other material contained on or available through the Services (including being contained within an SMS and MMS).
Customer:
You, or another person named by You, who is authorised to incur Charges to Your Account.
Deposit:
Refundable amount that We may ask You to pay before We Connect or Re-connect You to the Network or before providing any Service.
Handset:
A 3G mobile phone, device, dongle or data card which is approved by Us for Connection to the Network.
Messaging Services:
Any email, fax and voicemail Services, text message and multimedia messaging Services, personal information management and other message or communication facilities which let You communicate with others.
Minimum Term:
The minimum period for the supply of Services as specified in Your Agreement commencing on the date You are Connected where no period is specified in the Agreement a minimum period of 12 months from the date You are Connected will apply.
Mobile Network Operator:
The mobile network operator providing network services to Our Network Provider.
Mobile Services:
The mobile services offered by Us, including but not limited to call and data services, Messaging Services, Storage Services, Age Restricted Services and Premium Services, which We agree to provide to You.
Network:
The electronic communications system by which the Mobile Network Operator makes Our Services available inthe United Kingdom.
Network Provider:
The network provider providing network services to Us.
Premium Service:
Any Services which are charged at premium rates, such as international calling and international roaming.
Price List:
A list of Our current Charges which is updated from time to time and is available on Our website.
Registration:
Our acceptance of Your application for Services and Our record of Your data and any User data prior to Connection. “Register” has a corresponding meaning.
Retail Prices Index Figure:
The Retail price Index as published by the Office for National Statistics.
Roaming:
An optional Service which allows You to use Your device on other operators’ Networks, usually in foreign countries.
SIM:
A card or other device which shall for the avoidance of doubt include a USIM which contains Your personal telephone number and which is programmed to allow You to access the Mobile Network Operator’s Network.
Storage Services:
Any Services which offer You storage capacity on the Network for storage of Content which You access from Us.
Suspension:
The temporary Disconnection of Services. “Suspend” has a corresponding meaning.
Third Party Content:
The Content owned or licensed by third parties.

2. Commencement and Term

  • 2.1 This Agreement shall commence on the date We accept Your application to use the Mobile Services (the “Commencement Date”). Acceptance may be by signing the XLN Mobile application form, applying online, or via the telephone application process.
  • 2.2 This Agreement shall remain in effect until at least the end of the Minimum Term and then thereafter unless terminated earlier by either party in accordance with this Agreement.

3. Provision of the Mobile Services

  • 3.1 Our provision of Mobile Services to You will be with reasonable skill and care and in accordance with the provisions of this Agreement. Whilst We will use Our reasonable endeavours to begin providing the Mobile Services by any date provisionally agreed with You, We have no liability to You or any other person for any failure to meet any date.
  • 3.2 The Mobile Services shall be personal to You and non-transferable.
  • 3.3 Once You are Connected, We will provide You with access to Our Mobile Services. We will also open an Account for You (if not already opened) and provide You with a SIM and a phone number (and We may agree to provide You with additional SIMs and phone numbers on Your request). The Mobile Services may include Premium Services, and Age Restricted Services, which are provided on the basis that You are 18 or over and You do not show or send any Content from the Age Restricted Services to anyone under 18.

Availability of Mobile Services

  • 3.4 The full Mobile Services are not available in all parts of the United Kingdom nor in all other countries and may be restricted to certain areas within those countries where access to the Mobile Services is possible. Not all Handsets will be able to receive the Mobile Services. We only agree to provide the Mobile Services to Handsets of a make and type approved by Us.
  • 3.5There may be situations when Mobile Services are not continuously available or the quality is affected and so We cannot guarantee continuous fault-free service. For instance:
    • (a) when We, Our Network Provider, or its Mobile Network Operator need to perform planned or unplanned upgrading, maintenance or other work on the Network or Mobile Services;
    • (b) when You move outside Our video service area, including whilst You are on a call (in this case calls may not be maintained);
    • (c) when You are in areas not covered by the Mobile Network Operator’s Network. In these cases Mobile Services rely on other operator networks where We have no control; and
    • (d) because of other factors outside Our control, including but not limited to, the features or functionality of Your Handset, regulatory requirements, lack of capacity, interruptions to Mobile Services from other suppliers, faults in other communication networks, the weather or radio interference caused by hills, tunnels or other physical obstructions.
  • 3.6In providing the Mobile Services, We may:
    • (a) change or withdraw some, or part, of the Mobile Services from time to time, including but not limited to: changing technologies, obsolescence, new or different product features, changing content providers, or the need to remove, replace or modify Content. You can terminate the Agreement under clause 11 if this variation is likely to be of detriment to You; and
    • (b) determine or change how Mobile Services are presented and delivered to Your Handset or are otherwise made available to You at any time.
  • 3.7 We may put limits on the use of certain Mobile Services, such as Messaging Services or Storage Services. For example, We may limit the size of messages or storage space.

Your obligations in using the Mobile Service

  • 3.8 You shall only use the Mobile Services in accordance with this Agreement and for Your own use.
  • 3.9 You must co-operate with Us and follow Our reasonable instructions to ensure the proper use and security of the Mobile Services and Your account.
  • 3.10Your use of the Mobile Services must be in compliance with
    • (a) the Fair Use Policy
    • (b) all relevant legislation, regulations and common law obligations.
    If You use Services from a country outside the United Kingdom, Your use of the Services may also be subject to laws and regulations that apply in that other country. We are not liable for Your failure to comply with those laws or regulations.
  • 3.11 In using the Mobile Services (including the SIM or phone number), You shall not resell or commercially exploit any of the Mobile Services or Content. You shall also not allow anyone else to resell or commercially exploit any of the Mobile Services or Content.
  • 3.12In using the Mobile Services, You shall
    • (a) keep all PINs and passwords secure and confidential and immediately change Your PIN or password if You become aware that someone is accessing Services on Your Account without Your permission; and
    • (b) be responsible for the security of Your Handset and ensure that it is kept secure (refer to the Handset manufacturer’s user guide for details of how to keep Your Handset secure).
  • 3.13You shall not use the Mobile Services, the SIM or phone number or allow anyone else to use the Mobile Services, the SIM or phone number for illegal or improper use. For example:
    • (a) for fraudulent, criminal or other illegal activity;
    • (b) in any way which breaches another person’s rights, including copyright or other intellectual property rights;
    • (c) to copy, store, modify, publish or distribute services or Content (including ringtones), except where We give You permission;
    • (d) to download, send or upload Content of an excessive size, quantity or frequency (We may contact You if Your use is excessive);
    • (e) in any way which breaches any security or other safeguards or in any other way which harms or interferes with Our Network, the networks or systems of others or services;
    • (f) to falsify or delete any author attributions, legal or other proper notices or proprietary designation or labels of the origin or source of software or other Content contained in a file that You upload;
    • (g) to use or provide to others any directory or details about customers;
    • (h) to copy, store, modify, publish or distribute unsolicited bulk or commercial communications or other unauthorised communications, or knowingly send any viruses; and
    • (i) to copy, store, modify, publish or distribute anything that is obscene, offensive, abusive, defamatory, menacing, harassing, threatening or is unlawful in any other way.
    You also undertake and warrant to Us that uploading, sending, transmitting, storing or otherwise using Your Content shall not place any person in breach of any criminal and civil obligation.
    • 3.14 You shall report lost or, stolen SIMs, or improper or illegal use of SIMs to Us immediately and You will be liable for all Charges until the point of proven notification to Us.
    • 3.15 You acknowledge that Your usage of certain Mobile Services (e.g. roaming calls, data roaming and voice services on mobile broadband) and Additional Services may be expensive. The Charges are published in the Price List available on Our website (www.xlntelecom.co.uk ). We cannot set usage limits for your Mobile Services or Charges.
    • 3.16 You may not change tariff after providing notice to cancel or move your mobile number to another provider.

Content

  • 3.17You may be able to use the Mobile Services to:
    • (a) upload, download, email or transmit Content; and
    • (b) access Content which is branded or provided by others and to acquire goods and services from others.
    However, where We provide You with such access, Our role is limited to transmitting the Content to You or from You and We do not prepare or exercise control over the Content, goods or services. We, Our Network Provider, or its Mobile Network Operator, are not responsible or liable in any way for, and do not endorse, any of this Content, goods or services.
  • 3.18 You grant Us, Our Network Provider, or its Mobile Network Operator, a royalty free, perpetual and worldwide licence to store, transmit or otherwise deal with any Content You upload on the Mobile Services.

Fair Use Policy

  • 3.19 The Mobile Services are provided under Our fair use policy (“Fair Use Policy”). While We have no obligation to monitor the Messaging Services or Storage Services, if You exceed Our use limits set out in Our Fair Use Policy, or We are made aware of any issues with Your use of these Mobile Services (for example, if We are made aware that You are using Mobile Services in a prohibited way), then We may remove or refuse to send or store Content on Your behalf without further notice.

Suspension of Mobile Services

  • 3.20We may suspend the Mobile Services in full or in part, and for any period of time, and without further notice if:
    • (a) You are in breach of this Agreement, including being in breach of any of Your obligations in this clause 3;
    • (b) You have provided Us with what We reasonably believe to be false or misleading information;
    • (c) You are in breach of the Fair Use Policy or Your use of Mobile Services is otherwise excessive and/or is causing problems for Us, the network provider, or other users;
    • (d) We reasonably believe that You have used the Mobile Services, the SIM(s) or a phone number for illegal or improper purposes in contravention to clause 3.10 above;
    • (e) We reasonably believe Your Handset or SIM has been lost or stolen;
    • (f) We receive a serious complaint about Your use of the Mobile Services and, if this happens, We will deal with the complaint under clause 11;
    • (g) We are required to suspend Your Mobile Services by the emergency services or any lawful authority;
    • (h) We reasonably believe Your Handset has been unlocked by any unauthorised manner;
    • (i) You have not paid Charges due under this Agreement or You have not paid any other charges due in respect of any other service or product provided by Us. ; and/or
    • (j) Your SIM has been Inactive for a period of 3 months.
  • 3.21 We may turn off Your Messaging Services if they are inactive for an extended period of time. We will provide notification before this happens. If We do turn off Your Messaging Services We will have no obligation to maintain any of the Content in Your Messaging Services, or to forward any unopened or unsent messages to You, or anyone else.
  • 3.22 If We suspend any or all of Your Mobile Services, You will still be able to make emergency calls (unless the Mobile Services have been suspended at the request of the emergency services).
  • 3.23 If Your Mobile Services are suspended, We may Re-connect You at Your request and there may be a Re-connection Charge for this.

Your indemnity to us

  • 3.24 You will fully indemnify and hold Us harmless against all losses, damages, amounts paid by way of settlement, costs and expenses (including legal fees) of whatsoever nature suffered or incurred by Us arising out of or in connection with any actual or potential claims or legal proceedings against Us by a third party because of Your use of the Mobile Services in breach of Your obligations under this Agreement. We shall notify You of any such claims or proceedings and inform You regularly as to the progress of such claims or proceedings.
  • 3.25 Without limitation to clause 3.24 You shall indemnify Us against all third party claims for infringement of copyright or other intellectual property rights which may arise in respect of Your Content.
  • 3.26 We also require You to reimburse Us for any reasonable and foreseeable losses, costs and expenses which We incur as a direct result of the misuse of the Mobile Services either by Yourself or by someone You have knowingly allowed to use the Mobile Services We provide to You.

4. Charges

  • 4.1 You shall pay Us the Charges in accordance with the terms of this Agreement.
  • 4.2 The Charges are set out as specified on the application form or as published in the Price List available on Our website (www.xlntelecom.co.uk).
  • 4.3 The Charges due to Us shall be set out in an Invoice. These Invoices shall be issued to You every calendar month. We may send Your Invoice to the address on Your registration details; alternatively, Invoice details may be sent by email. You must pay us these Charges within 17 days of the date of the Invoice.
  • 4.4 You agree to pay the Charges in full without any deduction or set off.

Call Charges

  • 4.5 Call Charges be based upon call and billing data recorded by Us, the Network Provider, and the Mobile Network Operator.
  • 4.6 Unless otherwise stated on Our Price List calls will be charged and inclusive allowances deducted in one minute increments (with any part minutes rounded up to the nearest minute) individual charges will then be rounded up to the nearest whole penny. In addition, and not withstanding the preceding sentence, there is a per call connection charge and the details of these call connection charges appear in Our Price List which is available on Our website (www.xlntelecom.co.uk).
  • 4.7 The Customer acknowledges that roaming calls may take longer to be invoiced than other types of calls.
  • 4.8 Calls types listed as free are limited to 30 minutes per call and thereafter calls will be charged at standard tariff rates. You may disconnect and re-dial before 30 minutes have elapsed. Unless indicated otherwise, such free calls shall only apply to calls made within Your XLN account.
  • 4.9 Tariffs with inclusive minutes and texts apply to mobile calls to landline numbers prefixed by 01,02 and 03, and mobile calls to standard mobile numbers prefixed by 07, excluding but not limited to personal or premium rate numbers.
  • 4.10 Unused minutes or texts on tariffs with an inclusive allowance do not roll-over to the next Invoice.
  • 4.11 If a tariff has a minimum monthly spend, the minimum monthly spend will be charged in the event that usage charges are below the minimum monthly spend. The minimum monthly spend with also be considered a recurring charge (line rental) for the purposes of calculating Cancellation Charges.

Cancellation Charges

  • 4.12 The Cancellation Fee shall be charged if We end the Agreement due to Your conduct or if You end Your Agreement within the Minimum Term.

Deposit

  • 4.9 We may require You to provide Us with a Deposit as a condition of providing or continuing to provide the Mobile Services.
  • 4.10 We may hold this deposit until all sums due to Us from You under this Agreement have been paid. We may off-set this deposit (or any other of Your monies which We may hold) at any time against any unpaid invoice under this Agreement. This right of off-set is without prejudice to any other remedy We may have under this agreement and an action for debt recovery may still occur notwithstanding We are holding any deposit.
  • 4.11 Subject to clause 4.10 We will refund any deposit on request on termination of this Agreement.
  • 4.12 No interest is payable on any deposit held by Us.

5. SIM Cards

  • 5.1 We, Our Network Provider, or its Mobile Network Operator, owns each SIM and each SIM remains their property at all times. You are being allowed to use the SIM by Us on a limited licence to enable You to access the Mobile Services, always in accordance with the terms of this Agreement. We or they may recall any SIM at any time, including for upgrades, modifications, misuse or when this Agreement terminates. You can only use the SIM to obtain the Mobile Services.
  • 5.2 You must ensure that You keep the SIM safe and secure whilst it is in Your possession and You must ensure that You are able to return it to Us, if required to do so by Us at any time, as set out in this Agreement. There will be a Charge for any replacement SIM unless it is defective through faulty design or workmanship.
  • 5.3 Each SIM may only be used in Handsets which are enabled for Mobile Services and are authorised by Us for Connection to Our Network. You shall not misuse any SIM. Any attempt to use the SIM in other Handsets shall constitute such misuse and may result in serious damage to the Handset and may prevent You from being able to use it, including the making of emergency calls. We, Our Network Provider, or its Mobile Network Operator, are not responsible for any liability for loss or damage which may be caused by misuse of any SIM.

6. Handsets

  • 6.1 Save for this clause 6, this Agreement does not cover the supply of any equipment, including any Handset. The manufacturers of Handsets are not connected to Us. Any terms relating to Handsets will be given to You separately.
  • 6.2 Handsets which can be used to access the Mobile Services may be locked to the Network. The software in the Handset and all intellectual property rights in that software are owned by the Handset manufacturer and You are being allowed to use the software on a limited licence from the Handset manufacturer.
  • 6.3 During the term of Your Agreement for the supply of the Mobile Services, You must not permit Your Handset to be unlocked via any un authorised manner (including by anyone other than Us or the Handset manufacturer). You must contact Us if You want Your Handset to be unlocked from the Mobile Network Operator’s Network. If You contact Us to request that Your Handset be unlocked from the Mobile Network Operator’s Network, We will arrange for Your Handset to be unlocked in an authorised manner (which may include replacing Your Handset with an unlocked Handset, which is the same or similar specification to Your Handset) and You must pay an unlocking administration charge. In addition, You must ensure that there are no outstanding amounts owing on Your Account. Prior to Us arranging for Your Handset to be unlocked, You must ensure that You back-up or otherwise store separately any of Your information or other data on the Handset which You may require, as this may be lost during the Handset unlocking process. We are not responsible for any information or any other data which may be lost during the Handset unlocking process. This clause will not apply to You if You have purchased Your SIM on a SIM-only basis.
  • 6.4 We may provide Handsets under this Agreement. Any such Handsets will be provided on condition of full payment for Handset or Your compliance with a payment plan. This payment plan will consist of twelve monthly payments and a deposit. Title in Handsets shall not pass to You until payment has been made in full to Us. The deposit and payments will be Charges under this Agreement. This payment plan requires that You enter into this Agreement for at least 24 months. Further terms and conditions may apply to a Handset provided under this clause and these will be provided to You with the Handset. Your use of the Handset shall constitute acceptance of those further terms and conditions. The Handset shall be used by You or any other person for the Mobile Services only and any other use may constitute misuse and a breach of this Agreement.

7. Personal Data

  • 7.1 We may contact You before, during and after the term of this Agreement in order to administer, evaluate, develop and maintain the Mobile Services. We will hold and process Your personal data in accordance with the Data Protection Act 1998. Please note that We may record Your telephone calls with Us.
  • 7.2We may pass and share Your organisation’s information and Your personal data to Our Network Provider, other communications service providers and Mobile Network Operators for the following purposes:
    • (a) processing Your application (which may involve credit checking by a licensed credit reference agency who may record that a credit check has been made and disclosing certain personal and account details to a bank for the purposes of setting up a direct debit account);
    • (b) providing or arranging for third parties to provide Customer Care/Help Desk facilities and billing You for the Mobile Services (which may involve disclosing Your information to third parties solely for those purposes);
    • (c) providing and operating the Mobile Services; and
    • (d) detecting and preventing theft and fraud, and carrying out any activities or disclosures to comply with any regulatory, government or legal requirement.
  • 7.3 If You use the Mobile Services from a country outside the United Kingdom it may be necessary to transfer Your information to that country. If that country is outside of the EEA, the treatment of Your personal data may be subject to laws and regulations applying in that country and which may not protect Your information to the same standards applying in the United Kingdom and the EEA.
  • 7.4 We will comply with Our obligations under the Data Protection Act 1998 and other any applicable data protection legislation. You are also required to comply with all data protection legislation. In addition, You must maintain all required registrations, including those reasonably requested by Us to enable Us to process Your personal data in connection with Our performance of Our obligations under this Agreement.
  • 7.5 By registering for the Mobile Services You consent to Our using and/or disclosing of Your personal data.

8. Intellectual Property Rights

  • 8.1 Any patents, design rights, know-how, copyrights, trade marks, the right to use software and all other similar intellectual property proprietary rights (whether registered or unregistered) worldwide (the “Intellectual Property Rights”) relating to the Mobile Services and their Content, belong to Us, Our Network Provider, its Mobile Network Operator, or Our licensed source (such as a content provider). We and they reserve all Our and their rights.

9. Warranties and Representations

  • 9.1 We, Our Network Provider, or its Mobile Network Operator, accept no responsibility for any use of, or reliance on, Mobile Services or their Content, or for any disruptions to, or any failures or delays in, Mobile Services. This includes, without limitation, any alert services or virus detection services.
  • 9.2 We, Our Network Provider, or its Mobile Network Operator, do not make any representations as to the accuracy, comprehensiveness, completeness, quality, currency, error-free nature, compatibility, security or fitness for purpose of Mobile Services or their Content. They are provided to You on an ‘as is’ basis.
  • 9.3 We, Our Network Provider, or its Mobile Network Operator, are not providing You with advice of any kind on which You should rely.
  • 9.4 You represent and warrant that You have full contractual capacity to agree to the Agreement.

10. Limitation of Liability

  • 10.1We, Our Network Provider, or its Mobile Network Operator, will not be liable
    • (a) for any loss You may incur as a result of someone using Your PINs or passwords, with, or without, Your knowledge; or
    • (b) if We or they cannot carry out Our duties, or provide Services, because of something beyond Our control.
  • 10.2Except as set out in 10.3:
    • (a) all terms, conditions and warranties relating to Mobile Services are excluded unless they are contained in this Agreement or cannot be lawfully excluded;
    • (b) Our, Our Network Provider’s, and its Mobile Network Operator’s, entire liability to You for all acts or omissions will be limited to £3,000 for one claim or a series of related claims; and
    • (c) We shall only be liable for direct loss under or related to this Agreement;
    • (d) We, Our Network Provider, or its Mobile Network Operator, are not liable for any loss of income, business or profits, or for any loss or corruption of data in connection with the use of Services.
  • 10.3 Nothing in this Agreement excludes or limits each party’s liability with respect to death or personal injury resulting from the negligence of that party, its employees, agents or subcontractors or for fraudulent misrepresentation or under the tort of deceit.
  • 10.4 If You are a consumer, the terms of this Agreement will not affect any of Your statutory rights which You have, which cannot be excluded by this Agreement. For more information on Your statutory rights, contact Your local authority Trading Standards Department or Citizen’s Advice Bureau.

11. Termination of this Agreement

  • 11.1You may terminate this Agreement:
    • (a) on giving Us at least 30 days’ notice, such notice to be effective no earlier than the end of the Minimum Term ; or
    • (b) on giving at least 30 days’ notice before the date You want to end the Agreement if Your Agreement does not contain a Minimum Term, or if You want to end the Agreement at the end of Your Minimum Term or any time after Your Minimum Term has expired.
  • 11.2 If this Agreement is ended during the Minimum Term, You must pay Us the monthly subscription or minimum monthly spend Charges up to the end of that Minimum Period. This does not apply if You terminate the Agreement for the reason in clauses 11.3 and 11.4.
  • 11.3 You may further terminate this Agreement on giving written notice within one month of Us notifying You about a variation to Your Agreement which is likely to be of detriment to You. Once We have received Your notice Your Agreement will finish at the end of that calendar month and the variation shall not take effect. Any change of the Network Provider or Mobile Network Operator shall not be considered as detrimental under this clause 11.2.
  • 11.4 Either party may terminate this Agreement immediately, on notice, if the other commits a material breach of this Agreement and fails to remedy the breach within 30 days of a written notice to do so, or if the other goes into liquidation, becomes bankrupt, has a receiver appointed, makes a composition or voluntary arrangement with creditors or enters into administration, or a moratorium comes into force in respect of the other (within the meaning of the Insolvency Act 1986).
  • 11.5We may terminate this Agreement:
    • (a) on giving at least 30 days’ notice if Your Agreement does not have a Minimum Term or the Minimum Term has expired; or
    • (b)immediately (and You have to pay all the Charges You owe up until Disconnection), if We:
      • (i) have the right to suspend Your Mobile Services and We believe that the grounds are serious and have not been, or are unlikely to be, rectified;
      • (ii) believe that Your use of Our Mobile Services, are jeopardising the operation of Our, Our Network Provider’s, or its Mobile Network Operator’s Network, or are of an unacceptable nature; or
      • (iii) no longer have access to other operators’ networks which We need to provide Mobile Services, or if We are no longer able to provide Mobile Services due to factors beyond Our control or because We cease business.
  • 11.6 Neither party will be liable to the other for any failure to deliver the Mobile Services or for any breach by it of this Agreement, where such failure or breach is due to a reason outside the reasonable control of such party, including but not limited to: lightning, exceptionally severe weather, fire, explosion, war, industrial disputes, or national or local emergency. If such failure to deliver continues for more than 3 months after the commencement of such failure, then either party may terminate this Agreement on notice in writing to the other party. In the event of Force Majeure, the unaffected party may terminate this Agreement, if the still subsisting Force Majeure event continues for longer than 3 months, immediately, on notice, at the expiry of such 3 month period.
  • 11.7 Once You are Connected, You can only terminate this Agreement in the ways set out in this clause 11.

12. Post Termination

  • 12.1 Upon termination of this Agreement registration to Our Mobile Services or those of third parties provided in the course of and/or for the purposes of the Mobile Services will cease at such time as the provision of the Mobile Services ends.
  • 12.2 We may close Your Account and will Disconnect You and You will not be able to use the Mobile Services or make emergency calls.
  • 12.3 You must immediately pay all Charges You owe up to the date the Agreement ends. If We terminate the Agreement due to Your breach of this Agreement or if You terminate this Agreement within the Minimum Term, the Charges will include a Cancellation Fee.
  • 12.4 The termination of this Agreement for whatever cause shall not affect any provision of this Agreement which is expressed or by implication intended to survive or operate in the event of termination of this Agreement.
  • 12.5 Save as expressly set out in this Agreement, termination of this Agreement shall be without prejudice to any other rights or remedies a party may be entitled to under this Agreement or at law and shall not affect any statutory or accrued rights or liabilities of either party.

13. General Provisions

  • 13.1 We may vary any of the terms of Your Agreement but We will let You know at least one month in advance if We decide to discontinue the Mobile Services, make any detrimental variations to Your Agreement, or increase the fixed periodic Charges for the Mobile Services (if applicable) by an amount which is more than the percentage increase in the Retail Prices Index Figure (or any future equivalent) in any twelve month period. You may terminate the Agreement for such detrimental variations. Subject to the above, You will not be able to end the Agreement if such variation or increase (a) is due to changes to the law, government regulation or licence which affect Us or (b) relates solely to Additional Services; if You carry on using the Mobile Services after the variation commences, You will be deemed to have accepted the variation.
  • 13.2 This Agreement represents the entire agreement between the parties in relation to its subject matter and supersedes all agreements and representations made by either party, whether oral or written. The parties acknowledge and agree that the parties have not been induced to enter into this Agreement by any representation, warranty or other assurance not expressly incorporated into it; and that in connection with this Agreement the parties’ only rights and remedies in relation to any representation, warranty or other assurance are for breach of this Agreement and that all other rights and remedies are excluded, except in the case of fraud. Any alternative terms appearing on or referred to in any other communication, (whether oral, in writing or by electronic means) by You for the purpose of placing orders shall be ineffective.
  • 13.3 The Parties do not intend that this Agreement be enforceable by any person not a party to this Agreement including under the General Terms (Rights of Third Parties) Act 1999 with the exception that: it is intended that Our Network Provider, or its Mobile Network Operator, will have the right to enforce any rights conferred on it under this Agreement and to that extent Our Network Provider, or its Mobile Network Operator, will have the same rights against You as would be available if they were a party to this Agreement; and - (ii) Clause 10 above will also be enforceable by XLN's directors, employees, agents and subcontractors.
  • 13.4Notices given under this Agreement must be in writing and may be delivered by hand, courier or first class post, by fax or e-mail to the following addresses:
    • (a) to Us at the relevant address provided during the registration process for Us or any alternative address which We notify to You;
    • (b) to You at the relevant postal or email address provided as part of the details which You submit during the registration process or any alternative address that You provide to Us.
  • 13.5 We may from time to time, transfer, novate or assign any of Our rights and/or obligations under this Agreement, including partial assignment, to a party who agrees to continue complying with Our obligations under this Agreement. You may not assign, novate, sub-contract or transfer any of Your rights or obligations under this Agreement.
  • 13.6 If any part, term or provision of this Agreement is held to be illegal or unenforceable the validity or enforceability of the remainder of this Agreement will not be affected.
  • 13.7 If either party delays in acting upon a breach of this Agreement that delay will not be regarded as a waiver of that breach. If either party in writing waives a breach of this Agreement that waiver is limited to that particular breach.

14. Law

  • 14.1 This Agreement is governed by, construed and enforced in accordance with the law of England and Wales to the jurisdiction of which the parties hereto submit.

 

Terms and Conditions for XLN Telecom Calling Card

1. Service

These Terms and Conditions cover the provision by XLN Telecom Ltd. (“XLN” “we” or “us”) to a customer (“You”) of post pay calling card telecommunication services (“Services”). We may vary these Terms and Conditions at our discretion and at any time by giving you not less than 42 calendar days notice by publishing on our website www.xlntelecom.co.uk. If you have subscribed to other XLN services and/or products, separate agreements may cover the terms. Terms and Conditions for XLN calling card are only available online www.xlntelecom.co.uk. These terms and conditions should be used in conjunction with your main XLN agreement for your fixed line connection.

2. How we provide the Services to you

We will provide Services to you by connecting the calls you make to your destination number via a local access number. Calls will be routed over Voice Over Internet Protocol (VOIP). Calls made via our access number are PIN protected; it is entirely your responsibility to ensure the PIN number remains secure and confidential. XLN Telecom will not be liable to you or any third party for calls costs incurred in the event that your PIN number becomes known to another person. You shall remain liable for all Charges incurred in the event your PIN number becomes known to another person and shall indemnify us against all losses which we may suffer in the event your PIN number becomes known to another person.

We shall provide the Services with reasonable skill and care. We cannot guarantee that Services will be completely fault free but we will endeavour to ensure any reported faults as repaired as soon as is reasonably possible.

3. Duration

These Terms and Conditions are applicable during the entire period that you have an active calling card account or otherwise use the Services. There is no minimum contract period of your calling card account (and this does not affect on the contract periods of other service and product agreements you may have with XLN Telecom).

These Terms and Conditions may be terminated immediately by you if we are in material breach of a condition in these Terms and Conditions, which after written notice has not been rectified within 14 days.

If we have given you at least 42 days notice at any time varying these Terms and Conditions (excluding variations to charges, payments or prices) and you consequently do not wish to continue the Services, then before our notice of variation expires you may give us 14 days written notice to terminate this agreement, but to ensure continuity time will be of the essence for your notice to be received by us and if we have not received your notice within that time, these Terms and Conditions shall continue to have effect as varied.

Either you or we may terminate under these Terms and Conditions without notice if the other stops trading or becomes insolvent or wound up.

We may terminate under these Terms and Conditions without giving you notice if you break any of your obligations under clause 5 and/or 7.

On termination under these Terms and Conditions for whatever reason, you will immediately pay any outstanding invoices and any additional call charges to yet be applied to our next bill.

4. Charges

We shall charge you the Charges for using the services covered by these Terms and Conditions. You are charged at the rates specified on our price lists. Please note:

  • a. Charges are calculated from data recorded by us and not from your own records.
  • b. Where a direct debit is unpaid due to insufficient funds or cancellation, a £6.84 administration Charge will be included on your next monthly bill.
  • c. A Charge of £6.84 may be charged for restricting outgoing calls due to late payment of an invoice. A Charge of up to £20 will be added to your next bill to reinstate services suspended due to continued non-payment of and invoice. We may lower our prices and will endeavour to inform you at least 14 days in advance of any such change.
  • d. All XLN Charges are subject to VAT at the prevailing rate.
  • e. A Call connection Charge will apply to each call at the rate specified on our website, which is liable to change.

5. Payment terms

You shall pay the Charges levied under these Terms and Conditions.

  • a. Monthly variable Direct Debit is the only means of payment of XLN invoices and XLN reserves the right to refuse customers not wishing to pay by Direct Debit.
  • b. You will be notified of any problems with your payments or direct debit instruction. Arrears and/or unwillingness to maintain payment by direct debit may result in your lines and service being restricted or suspended and/or in termination under these Terms and Conditions.
  • c. In particular, if you fail to pay any sum due, we shall be entitled to charge interest on the amount due at the rate of four percent (4%) above the Barclays Bank Plc base rate ruling from time to time calculated from the due date until collection regardless of whether there has been a termination under these Terms and Conditions.
  • d. Cancellation of the direct debit does not constitute notice of termination under these Terms and Conditions.
  • e. You are protected at all times by the Direct Debit guarantee set out at www.xlntelecom.co.uk.
  • f. We may perform a credit check with no prior given notice on you, and we may pass your credit history with XLN on to other credit agencies.
  • g. We may at any time request a deposit, paid in advance, from you should periodical credit checks reveal insufficient credit scoring or County Court Judgments or if unusual usage and call charges are incurred. Should this request not be met within 30 days of notification by us we reserve the right to terminate under these Terms and Conditions and to demand full and final outstanding balance settlement with immediate effect.
  • h. We may, at our sole discretion and at any time, impose a credit limit on your account. Any credit limit imposed can be varied without prior notice.

If you exceed any such credit limit we may demand immediate payment of the Charges and/or suspend the Services and/or terminate under these Terms and Conditions; and you will still be responsible for all Charges incurred including those exceeding the credit limit.

6. Pricing

  • a. Calls will be charged in one minute increments (with any part minutes rounded up to the nearest minute)
    Individual Charges will then be rounded up to the nearest half penny and your total call charges rounded up to the nearest whole penny. In addition, and not withstanding the preceding sentence, there is a per call connection charge and the details of these call connection charges appear in our price list which is available on our website www.xlntelecom.co.uk.
  • b. Fair usage policy applies.
  • c. Mobile call rates refer to calls to T-Mobile, Virgin, Orange, Vodafone and O2 only.
  • d. Connection charges are applied to all calls unless they are part of an inclusive call package or call to free-phone numbers. Please refer to XLN’s full price list for details http://www.xlntelecom.co.uk/business-phone/calling-card.aspx

7. Your responsibilities

You agree:

  • a. To use the services in accordance with this agreement, any instructions given by us from time to time and any laws, regulations and licenses which apply to the use by you of the services.
  • b. Not to use the service to transmit any material which may be abusive, offensive, obscene, indecent, menacing, defamatory or which might cause annoyance, inconvenience or needless anxiety to anyone or to commit a fraud or other criminal offence.

8. Suspension of service

We may suspend the Services and/or terminate under these Terms and Conditions (without being liable to compensate you):

  • a. In the event of a local or national emergency.
  • b. To comply with a request from a government or other competent authority.
  • c. To protect or provide service to rescue or other essential services or otherwise.
  • d. To maintain the quality of our services.
  • e. If we reasonably believe that you will fail to pay any amount due to us (whether or not we have issued you an invoice).
  • f. If an event occurs which is beyond our reasonable control.
  • g. If you break any part of this agreement.
  • h. If we have good reason to suspect fraudulent activity or misuse of our services or any other breach by you of this agreement.

9. Liability

  • a. Neither of us is liable to the other for any detrimental event beyond the other’s reasonable control. This does not affect your non-payment of Charges.
  • b. In this agreement, ‘beyond reasonable control’ includes any act of God, reduction or failure of power supply, other telecommunication operators and suppliers or their equipment including access lines, act or omission of national or local government authority, war, act of terrorism, military operation, riot or delay, employee dispute, or supply of equipment by third parties.
  • c. In any event, we are not liable to you for any (i) indirect or consequential loss of any kind, (iii) any harm to your business, (iii) lost revenues, (iv) loss of anticipated savings, (v) lost profits (vi) special losses (vii) charges incurred by you with another call carrier.
  • d. Without prejudice to this our liability to you in contract or tort arising under or in connection with this agreement shall be limited to a refund of Charges incurred for which you were unable to use the services and in no event shall our liability to you for any event or series of connected events exceed £50. We do not limit our liability for death or personal injury resulting from our negligence.

10. General

You may not transfer, assign or novate this agreement or any rights under it without our prior written consent. We may from time to time, transfer, novate or assign any of our rights and/or obligations under this agreement, including partial assignment to a party who agrees to continue complying with our obligations under the agreement. The parties do not intend that this agreement be enforceable by any person not a Party to this agreement including under the General Terms (Rights of Third Parties) Act 1999 with the only exception of Clause 9 above which will also be enforceable by XLN’s directors, employees, agents and subcontractors. If any provision or condition of these Terms and Conditions shall be invalid or unenforceable, the remaining terms shall continue to apply. These Terms and Conditions and the documents referred to in it represent the entire contract between us, to the exclusion of any terms subject to which you may accept, or purport to accept. Any variations (other than changes made in accordance with these Terms and Conditions) shall need to be accepted by both of us in writing. [If there is any inconsistency between these Terms and Conditions and the application form, the application form shall take precedence.] Any failure by either of us to enforce any right shall not be deemed a waiver of any such right. Any notice or other communications by us to you will be will be made to your current billing address held with us and shall be valid and effective as soon as sent to you whether received by you or not. Any communications by you to us must be sent to our address below and must quote your account number and shall not be effective until received by us. English law shall apply to these Terms and Conditions and English Courts shall have exclusive jurisdiction for the purposes of determining any dispute or other matter which arises out of or in relation to these Terms and Conditions.

 

Terms and Conditions for XLN Telecom iPBX Services

1. Introduction

The iPBX Services and any Additional Services are provided by XLN Telecom.

“XLN”, “We”, “Us”, or “Our” mean XLN Telecom a limited company incorporated in England and Wales registered under Number 03902543 whose registered office is at The Brewery Building, 69 Bondway, London, SW8 1SQ.

and

“you” and “your” or “Customer” means you, our customer.

These iPBX terms and conditions together with any Application accepted by us shall constitute your agreement with us for the provision of the iPBX Services (the “Agreement”).

Where we provide the iPBX Services to you in conjunction with Additional Services (e.g. Landline, broadband) then the specific terms and conditions applicable to the Additional Services will also apply to you.

Capitalised terms in the Agreement refer to those definitions included in Schedule 1 (definitions & interpretation) below.

2. Emergency Calls

  • 2.1.You acknowledge that the iPBX Services are a VoIP service, and as such, they are dependent on your connection to the data network and to the telephony network. You acknowledge and agree that the iPBX Services allow calls to the emergency numbers 999 and 112 and that calls to these services may fail if there is a power cut or if the broadband or telephony connection fails. This failure may be caused by reasons outside XLN’s control.
  • 2.2. The iPBX Services may include a Landline provided by us. In the event that, for any reason you do not wish XLN to provide you with a Landline and we agree to your request, we strongly recommend you that you maintain a Landline for contacting the emergency services.
  • 2.3.  Location information provided to the emergency services is limited to the location details associated to your primary Landline, but depending on the circumstances this may not be where the call was originated. You understand and acknowledge that the address provided by you or the location details associated with your primary business Landline’s billing address is the location that the emergency services will use and that it is your responsibility to notify XLN of any changes to this information. In the event that the users of your iPBX Services have the option to work from different permanent locations, we recommend you to register and update the location information of these users with us whenever accessing the iPBX Services from a new location or different locations, so that up-to-date information can be used for emergency location information.
  • 2.4. By ordering the iPBX Services, you also confirm that it shall be your sole responsibility to make available to your users of the iPBX Services, alternative means of accessing emergency calls services, and to inform or otherwise make aware users of the iPBX Services purchased by you of the possible limitations of this service set out above.

3. Commencement and Duration of this Agreement

  • 3.1. This Agreement shall commence on the date we receive and accept your Application ordering the iPBX Services (the “Commencement Date”).
  • 3.2.  This Agreement shall continue to be in force for the Minimum Term and shall renew automatically on a rolling basis unless terminated earlier by either party in accordance with Clause 21 of this Agreement.

4. Ordering the iPBX Services

  • 4.1. Once you apply for the iPBX Services as described above, you authorise XLN to communicate on your behalf with your relevant providers(s) (e.g. landline, broadband, etc.) and to supply to such provider, for the purposes of and to the extent necessary for arranging performance of the iPBX Services, any information which you may have provided to XLN in connection with the iPBX Services. You also authorise your previous telephone or broadband provider(s) and/or network providers to disclose relevant information to XLN.
  • 4.2. There may be consequences from the transfer arising from an existing contract, such as termination charges, and it is your responsibility to check the terms and conditions of any existing contracts relevant to the transfer of services to XLN.

5. XLN’s Obligations

  • 5.1. Subject to your compliance with your obligations under this Agreement, XLN agrees to provide the iPBX Services in accordance with the terms of this Agreement and, where applicable, to arrange for the delivery of the Equipment.
  • 5.2.XLN shall use the reasonable skill and care of a competent communications service provider in providing the iPBX Services. However you accept that:
    • 5.2.1. Whilst we will use our reasonable endeavours to begin providing the iPBX Services by any date provisionally agreed with you, we have no liability for any failure to meet any date.
    • 5.2.2. We can only provide iPBX Services, in areas of the United Kingdom in which we are technically able to offer telephony and broadband services from time to time.
    • 5.2.3. You acknowledge that we are dependent upon certain third parties to install and provide the iPBX Services to you. You also acknowledge that there may be physical and/or technical limits that prevent us from delivering an operational service to you. We will endeavour to provide the iPBX Services to you. However the quality of the service deliver is dependent on the quality of the broadband service at your location and at your exchange and this could vary due to congestion within the network, the ability of your Landline to carry data services and the distance from the exchange. Furthermore, the quality of the service may be reduced at times.
    • 5.2.4. It is technically impracticable to provide the iPBX Services entirely free of faults. Likewise, XLN cannot control the quality of transmission via the internet, and may not be able to prevent interference of our iPBX Services with other existing telecommunications services you receive, the functioning of computers or software installed in your computer, or other electronic equipment.
    • 5.2.5.  XLN cannot guarantee that any Data generated, stored, transmitted or used via or in connection with the iPBX Services will be complete, accurate, secure, up to date, received or delivered correctly or at all.
    • 5.2.6. XLN does not provide a back-up of your Data or guarantee the integrity of your Data.
  • 5.3. Equipment Support: Free remote technical support during the warranty period will be made available in respect of IP telephone handsets purchased directly from XLN and after the warranty period, technical support will be available at XLN’s then current standard Maintenance Charges from time to time.
  • 5.4. Technical support for IP telephone handsets or any other equipment acquired from any other source is therefore the responsibility solely of the IP telephone handset(s) manufacturer.
  • 5.5. We do not warrant or guarantee the accuracy or completeness of any of the information, sound, software and any other materials (in whatever form) and services made available to you as part of the System (the “Content”) or any further information or results which may be derived from it. You acknowledge that you will not rely on any Content in making any business or other decision and that your use of the Content is at your sole risk.
  • We do not warrant or guarantee the accuracy or completeness of any of
    the information, sound, software and any other materials (in whatever form)
    and services made available to you as part of the System (the “Content”) or any
    further information or results which may be derived from it. You acknowledge
    that you will not rely on any Content in making any business or other decision and that your use of the Content is at your sole risk.?

6. Your Obligations

  • 6.1. The iPBX Services are provided solely for your use and you must not resell or attempt to resell the iPBX Services (or any part of it) to any third party.
  • 6.2.Our iPBX Services usually include a broadband connection provided by us. In the event that you decide:
    • 6.2.1. To use an alternative broadband connection to transport the delivery of your iPBX calls, we shall not be responsible for the connectivity of your alternative broadband connection with our iPBX Services and therefore we cannot (and will not) guarantee calls over that broadband connection.
    • 6.2.2. To also use your broadband connection for downloading data simultaneously, this can seriously affect the quality of the VoIP call and we cannot (and will not) guarantee calls and/or connectivity. Therefore, we recommend that the broadband connected to the iPBX Services is used solely for voice and not simultaneously with data downloading.
  • 6.3. You must promptly supply XLN with all information and materials reasonably required by XLN to provide the iPBX Services to you.
  • 6.4. You undertake to use the Equipment and the iPBX Services in accordance with the terms of this Agreement and with our reasonable instructions and in accordance with the law. XLN may from time to time vary the technical and/or operational procedures for the use of the iPBX Services.
  • 6.5. In order to use the iPBX Services, you will need our Equipment or Customer Equipment approved by us in advance. You must also ensure that compatible cables and extension leads are used with the iPBX Services.
  • 6.6. You must not connect any equipment such as PCs, Laptops, IP CCTV and any other non iPBX related equipment to a dedicated iPBX broadband circuit unless you are previously authorised in writing by an XLN representative. In any event, we cannot (and will not) guarantee calls and/or connectivity even if we allow you to connect such equipment to our dedicated iPBX broadband circuit.
  • 6.7. You shall not configure any VoIP/IP voice services from other providers to an IP telephone handset that is configured to be used with XLN’s iPBX Services, unless you have previously obtained written consent from an XLN representative.
  • 6.8. You are entirely responsible for evaluating any goods or iPBX Services offered by third parties via the broadband services or on the Internet. We will not be a party to or in any way be held responsible to you for any transaction between you and third parties.
  • 6.9. XLN has no control over the Data that you upload through the iPBX Services. You shall not upload any copyrighted Data through the iPBX Services unless you are the copyright’s owner or you have previously obtained unequivocal express consent from the copyright owner(s).
  • 6.10.You must not use the iPBX Services, including any associated security and software:
    • 6.10.1. in a way that breaches any legislation or any licence applicable to you or that is in any way unlawful or fraudulent;
    • 6.10.2. to send or receive a communication which is offensive, abusive, indecent, obscene or menacing;
    • 6.10.3. to cause annoyance, inconvenience or needless anxiety to anyone;
    • 6.10.4. in a way that does not comply with our specific instructions;
    • 6.10.5. to violate or infringe the rights of any person including any intellectual property rights; or
    • 6.10.6. in breach of the Agreement or the Law.
  • 6.11. The iPBX Services may allow our customers that have multiple DDI phone numbers to display a main number on outbound calls or to use presentation numbers identifying a caller’s extension number behind a DDI switchboard. Notwithstanding the above, you shall not use this capability to display any other numbers in your outbound calls unless you are previously authorised in writing by an XLN representative. In that case, you agree and undertake that only authentic calling party numbers will be generated. In any event, you shall not display at any time numbers allocated to third parties (unless youhave obtained the third party’s express consent in writing) or emergency service numbers. Furthermore, this number must not be a number that connects to a Premium Rate Service (prefixed 09) or to a revenue sharing number that generates excessive or unexpected call charges.
  • 6.12. You will fully indemnify us against all losses, damages, amounts paid by way of settlement, costs and expenses (including legal fees) of whatsoever nature suffered or incurred by us arising out of or in connection with any actual or potential claims or legal proceedings against us by a third party because of your use of the iPBX Services in breach of the provisions of Clauses 6.9 and 6.10 and 6.11 above. We shall notify you of any such claims or proceedings and inform you regularly as to the progress of such claims or proceedings.
  • 6.13. For technical reasons, prior to XLN starting providing the service you must cancel any other VoIP service supplied by another company over the broadband service on your telephone Landline that you wish to use to receive our iPBX Services. You acknowledge that the iPBX Services are provided to you under our fair Usage Policy (“Fair Usage Policy" or "FUP") which is available at www.xlntelecom.co.uk.

7. Charges

  • 7.1.XLN will charge you for your use of the iPBX Services at the rates specified in the Agreement or otherwise specified in our Tariff Guide available at www.xlntelecom.co.uk. All charges are exclusive of any VAT or any other applicable tax which shall be charged to you:
    • 7.1.1. XLN will charge £69.99 + VAT to reinstate the iPBX Services when they have been ceased due to your non-payment of the Charges (including Installation or Maintenance Charges) or due to your breach of any terms of the Agreement.
    • 7.1.2. Subject to Clause 21.6 below, if you change address, you may transfer the iPBX Services to your new address on payment of the moving fee of £9.99 + VAT.
    • 7.1.3.  Monthly invoices are to be paid by direct debit. You will be charged £2.95 + VAT administration fee for any monthly payments tendered by other means. Any unpaid invoice will incur a £6.84 Administration charge that will be included on your next monthly bill.
    • 7.1.4.You will be charged for the iPBX Services the Charges included in the Agreement (i.e. your Application and these Terms and Conditions) and in our Tariff Guide as applicable.
    • 7.1.5. Where applicable, we will charge you a fixed monthly subscription fee per Seat in advance as set out in clause 8 below. The fixed monthly subscription fee per Seat may include an amount to repay the cost of the Equipment depending on the payment scheme you have chosen.
    • 7.1.6. Calls not included in per Seat inclusive minutes packages will be charged (and inclusive allowances deducted) in one second increments (with any part seconds rounded up to the nearest second), individual call Charges may be rounded dependent upon the call tariff or package chosen by you and your total call Charges rounded up to the nearest whole penny. In addition, and notwithstanding the preceding sentence, there may be a per call connection Charge and the details of these call connection call Charges will be specified in the Agreement or in our Tariff Guide.
    • 7.1.7. Fair usage policy applies to all call tariffs or packages and we reserve the right to disconnect or to switch customers with excessive call volumes to a more appropriate tariff at any time.
  • 7.2. Charges for your iPBX Services, Installation and any Maintenance Charges will be incorporated into your XLN invoice. We will send your invoice to the address on your registration details.
  • 7.3. If a broadband provider or underlying carrier of XLN increases the costs payable by XLN in respect of any element of the iPBX Services, then XLN shall be entitled to increase the Charges payable by you in respect of such element on a pro rata basis. XLN shall provide you with as much notice of any increase of the Charges as is reasonably practicable in all the circumstances, having regard to (among other things) the amount of notice provided to XLN by the relevant Provider in relation to the increase of the costs payable by XLN.
  • 7.4. XLN may also increase the Charges by giving you 30 days’ written notice. Without limitation, such notice may be contained in the billing information provided to you by XLN. Within 30 days of such notification you may give notice to XLN to terminate this Agreement. If you do not terminate in such period you are deemed to have accepted the increased Charges. XLN may decrease Charges at any time without notice and you shall have no right to terminate the Agreement.
  • 7.5.     Your liability for Charges starts from the Commencement Date whether or not you use the iPBX Services. You are liable for the Charges even where the iPBX Services are used or calls made by third parties either with or without your knowledge or consent.
  • 7.6. If you wish to end your Agreement with us before the end of the Minimum Term or we terminate you Agreement because of your breach of the Agreement, you will be charged a Cancellation Fee. Where applicable, Cancellation Fees for the Landline and for the broadband provided by us together with the iPBX Services will be charged as per the amounts specified in our Tariff guide or in our specific terms and conditions applicable to the Landline and broadband.

8. Payment of Call Charges

  • 8.1. All Charges payable by you, will be shown on a statement and will be invoiced accordingly and charged periodically usually monthly. However, we reserve the right to change this period (and we would give you at least 14 days’ notice of this).
  • 8.2.  Your invoice will normally include your fixed charges for the next period, any administration fees and any Charges for your use of our services outside your inclusive package (e.g. minutes outside you monthly allowance) which you incurred in the last period. This might also include an amount to repay the cost of the Equipment depending on the payment scheme you have chosen. Your initial Charge may also contain a connection fee.
  • 8.3. All Charges shall be payable by you to XLN (or such person as XLN or the person invoicing on behalf of XLN shall specify) within 15 days of the date of such invoice by direct debit.
  • 8.4. You agree to pay XLN the Charges in full without any set-off, deduction, withholding, restriction or condition whatsoever.
  • 8.5. XLN reserves the right to charge a deposit to secure amounts payable by you. Such deposit may be applied by XLN against any outstanding Charges due by you hereunder from time to time. No interest shall be payable on any such deposit. The deposit (or remaining balance thereof) shall be repaid to you after 6 calendar months or, where longer, when a good payment history has been demonstrated by you during at least three consecutive months.
  • 8.6. If payment is not made when due, XLN may, without prejudice to its other rights, charge daily interest at an annual rate of 4% above the base rate for lending of Barclays Bank plc on any amount you fail to pay, from the date when payment was due until the date of actual payment. Interest will continue to accrue even if the Agreement is terminated.
  • 8.7. You must reimburse XLN all costs and expenses (including legal costs) incurred in the collection of any overdue amounts. Costs and expenses will continue to accrue even if the Agreement is terminated.
  • 8.8. If a direct debit is dishonoured or cancelled, we shall be entitled to pass on to you any third party charges XLN incur and in addition XLN may suspend the iPBX Services. XLN shall also be entitled to charge you a monthly administration fee for each month in which your direct debit is dishonoured or not reinstated following cancellation.
  • 8.9. If at any time either you or XLN terminate the iPBX Services for any reason and you have made any cash, debit or credit card payments in advance for that service or paid any deposit, XLN shall only refund the excess of such payments that remains after settlement of all Charges plus any outstanding Installation or Maintenance Charges on your account less a reasonable handling fee.

9. Creditworthiness

  • 9.1.You give permission to XLN to carry out credit checks on you before and during the term of this Agreement. If at any time before or during the term of this Agreement you fail to meet the standard of creditworthiness deemed acceptable by XLN, or you delay any payments due on two occasions within a period of 12 months, XLN shall be entitled:
    • 9.1.1. to terminate this Agreement immediately on written notice to you;
    • 9.1.2. to require you to make such regular instalment payments in advance on account of any future Charges as XLN shall deem appropriate; and/or
    • 9.1.3. to impose such other measures on your right to use any of the iPBX Services as XLN shall deem appropriate.

10. Equipment

  • 10.1. Where XLN provides software, and or Equipment then these shall be subject to their respective supplementary terms and conditions of the manufacturers and/or suppliers.

11. Minimum Customer Equipment requirements

  • 11.1. Any equipment that you previously own or you purchase from a third party (“Customer Equipment”) must be compatible with our iPBX platform. Your Customer Equipment, including your IP telephone handsets must be on our approved list of IP telephone handsets that have been tested by XLN. A list of these is available on request.
  • 11.2. You will ensure that any Customer Equipment that you attach (directly or indirectly) to the iPBX Services is technically compatible with the iPBX Services and that its use does not breach any relevant legislation or telecommunications industry standards. XLN may require you to disconnect (in which case you must do so promptly) or may itself disconnect any Customer Equipment if in XLN’s reasonable opinion: (i) it does not conform to applicable standards, approvals or any relevant law for the time being in force; or (ii) it may cause injury to any person or material damage to property; or (iii) it may materially impair the quality of any iPBX Services provided by XLN.
  • 11.3. XLN shall have no liability for any loss or damage whatsoever arising directly or indirectly from your use of your Customer Equipment, whether or not XLN shall have recommended the use and/or performance of such Customer Equipment.

12. Software

  • 12.1. Intellectual Property Rights in any Software provided remain the property of XLN or its licensors. You agree to comply with the terms of this Agreement and any licences granted by us or by other owners of any Intellectual Property Rights in such Software.
  • 12.2. Whilst XLN and its suppliers have made reasonable efforts to minimise defects or errors in the Software and to check the Software for viruses, XLN does not warrant that your use of the Software will be uninterrupted or that the operation of the Software will be error free, virus free or secure, or that the Software and the functions of the Software will be merchantable and will meet your requirements. In addition, the security mechanism implemented by the Software has inherent limitations and you shall have sole responsibility in determining that the Software sufficiently meets your needs.
  • 12.3.To the maximum extent permitted by law, XLN’s sole liability with respect to the Software would be:
    • 12.3.1. to replace your defective media or copy of the Software; or
    • 12.3.2. to refund any fee you paid for the Software.
    • 12.4.    XLN’s liability in relation to the Software shall be incurred only in the event that you:
    • 12.4.1. inform XLN during the applicable warranty period;
    • 12.4.2. if requested by XLN return the Software promptly to XLN; and
    • 12.4.3. provide evidence of the dates you received the Software.

13. User Names and Passwords

  • 13.1. You must ensure that usernames and passwords used in connection with the iPBX Services are kept confidential and are only used by authorised users. Please inform us immediately if you know or suspect that a username or password has been disclosed to an unauthorised user or is being used in an unauthorised way. You must not change or attempt to change a username without our written consent.
  • 13.2.We reserve the right (at our sole discretion):
    • 13.2.1. to suspend usernames and password access to the iPBX Services at any time if we think that there has been or is likely to be a breach of security; and
    • 13.2.2. to ask you to change any or all of the usernames and passwords you use in connection with the iPBX Services.
  • 13.3. You must inform us immediately of any subsequent changes to the information you supply to us when you register for the iPBX Services.
  • 13.4. You accept and acknowledge that the iPBX Services, like other Internet applications, are not secure and we do not guarantee the prevention or detection of any unauthorised attempts to access the iPBX Services.

14. Personal Data

  • 14.1. We may contact you before, during and after the term of this Agreement in order to administer, evaluate, develop and maintain our iPBX Services.
  • 14.2. XLN operates in accordance with the Data Protection Act 1998 and in accordance with XLN’s ‘Privacy Policy’ available at www.XLNtelecoms.com. You are also required to comply with all data protection legislation. In addition, you must maintain all required registrations, including those reasonably requested by us to enable us to process your personal data in connection with our performance of our obligations under this Agreement.
  • 14.3.By registering for the iPBX Services you consent to us using and/or disclosing your personal information for the following purposes:
    • 14.3.1. processing your application (which may involve credit checking by a licensed credit reference agency who may record that a credit check has been made and disclosing certain personal and account details to a bank for the purposes of setting up a direct debit account);
    • 14.3.2. providing or arranging for third parties to provide customer care/help desk facilities and billing you for the iPBX Services (which may involve disclosing your information to third parties solely for those purposes);
    • 14.3.3. to maintain quality and for training purposes, XLN may monitor and record telephone conversations with you;
    • 14.3.4. to inform you about other XLN product or services unless you opted out to this during the application process or you notify our customer Services in writing at the address specified in Clause 24 below, signifying that you do not wish to receive this information from us;
    • 14.3.5. to disclose all or part of your personal data to a regulator (i.e. Ofcom, the Information Commissioner Office), a court, or to a public body to comply with any regulatory, government or legal requirement; and
    • 14.3.6. to communicate information that describes the habits or usage patterns and/or demographics of the whole or a part of XLN’s Customer base (including you) but which is anonymous and does not describe or reveal the identity of any particular Customer to any third party.
  • 14.4. XLN shall be entitled to make your name, address and telephone number available to the emergency services.

15. Allocation, Number Portability and Use of Telephone Numbers

  • 15.1. Any number allocated to you by XLN, is provided only for the duration of this Agreement.
  • 15.2.XLN shall use reasonable endeavours to provide number portability to you, as soon as reasonably practicable and on reasonable terms, when you request so and provided that:
    • 15.2.1. there are no technical reasons preventing the portability of the number(s) requested by you; and
    • 15.2.2. you undertake to pay XLN’s Charges for such number portability if applicable;
  • 15.3.However you acknowledge that:
    • 15.3.1. In the event that you request to transfer your number to a new telephone provider and XLN does not have porting arrangements with your new telephone provider, it may not be possible to port such number(s);
    • 15.3.2. If you sign up to XLN’s iPBX Services and you request to transfer your number from another telephone provider, XLN will use reasonable endeavours to do this if reasonably practicable and provided that your existing telephone provider agrees to release the number; and
    • 15.3.3. If it is not reasonably practicable, XLN will provide you with a new number.
  • 15.4. Any telephone numbers allocated to you by XLN (if any) do not belong to you. You accept that you do not acquire any rights whatsoever in such telephone numbers and you must make no attempt to apply for registration of the same as a trademark, service mark, or domain name whether on its own or in conjunction with some other words or trading style.
  • 15.5. You are not entitled to sell or agree to transfer to a third party any telephone number allocated to you by XLN.
  • 15.6. XLN shall be entitled, for commercial, operational or technical reasons or in order to comply with any competent authority to withdraw or change any telephone number or code or group of telephone numbers or codes allocated or provisionally allocated to you. Where a telephone number is already in operational use by you, XLN shall use reasonable endeavours to give you reasonable prior notice. XLN shall not be liable for any costs, inconvenience or other losses (including without limitation marketing and stationery costs) incurred by you as a result of any change or withdrawal as described in this Clause.
  • 15.7. If at your request a specific telephone number is allocated to you, You shall be responsible for all necessary investigations and inquiries as to the legitimacy or use of such numbers and XLN shall have no liability whatsoever with respect to the number chosen and its use by you. If you are allocated a number which falls within a range of numbers classified by OFCOM (or any other competent authority) as being for the provision of a particular type of service, then you must ensure that any service provided to you on that number conforms at all times with the type allocated to that number range.

16. Intellectual Property Right Indemnity

  • 16.1. Nothing in this Agreement entitles you to use XLN’ logo and trademark or any of XLN’ Intellectual Property Rights in any of your company’s promotional literature or otherwise.
  • 16.2. All Intellectual Property Rights pertaining to the iPBX Services shall remain the sole and exclusive property of XLN or its licensors and nothing in or pursuant to this Agreement shall operate as a transfer or licence of Intellectual Property Rights to you.
  • 16.3. You will fully indemnify and hold XLN harmless against all losses, damages, amounts paid by way of settlement, costs and expenses (including legal fees), of whatsoever nature, suffered or incurred by us as a result of any claims or proceedings arising from infringement of any third party’s Intellectual Property Rights.

17. Limitation of Liability

  • 17.1. Nothing in this Agreement shall exclude or restrict a Party’s liability for matters which cannot by law be excluded or restricted. Nothing in this Agreement excludes or limits each party’s liability with respect to death or personal injury resulting from the negligence of that party, its employees, agents or subcontractors or for fraudulent misrepresentation or under the tort of deceit. However, nothing in this clause gives a Party any right or remedy which it would not otherwise have.
  • 17.2.We shall not be liable to you, whether in contract, tort (including negligence) or otherwise:
    • 17.2.1. for direct or indirect loss of profits, business, production, revenue, any contract, opportunity, or anticipated savings, or wasted expenditure, loss of goodwill or injury to reputation,
    • 17.2.2. for any indirect or consequential or special loss or damage or for any destruction, corruption or loss of data, or losses arising from your use of or failure to use the computer security or backup services or software, whether any such losses could be reasonably foreseen by us or not.
  • 17.3. Subject to Clause 17.1, XLN, its employees and its sub-contractors’ entire liability to you (including liability for negligence) in contract, tort, negligence or otherwise arising out of or in connection with this Agreement shall, for any one incident or series of related or unrelated incidents within a period of 12 months, be limited to the annual Charges paid by you to XLN.
  • 17.4.   We exclude all liability of any kind in respect of:
    • 17.4.1. Data, third party Content, Content and any other material on the Internet which can be accessed using the iPBX Services and we are not responsible in any way for any goods (including software) or services provided by third parties advertised, sold or otherwise made available by means of the iPBX Services or on the Internet;
    • 17.4.2. the accuracy, completeness or suitability for any purpose of any Content; and
    • 17.4.3. the acts or omissions of other providers of telecommunications or Internet services (including Domain Name registration authorities) or for faults in or failures of their equipment.

18. Warranties and Representations

  • 18.1. Other than as expressly set out in this Agreement and to the greatest extent permitted by law, XLN makes no representations or warranties with respect to the iPBX Services, or the performance of its obligations hereunder, and expressly excludes such representations and warranties, whether implied, statutory or otherwise.
  • 18.2.In particular, but without prejudice to the generality of Clause 18.1, you acknowledge and accept that:
    • 18.2.1. XLN does not warrant that the iPBX Services will be available at any particular time or continuously;
    • 18.2.2. XLN is not responsible for any loss of or disruption to iPBX Services due to failure of a carrier network or broadband provider.

19. Additional Services

  • 19.1. XLN may offer you Additional Services (including, Landline rental, broadband SIP Trunking, audio and video conferencing as well as broadband) and if accepted by you then the specific terms and conditions applicable to the Additional Services will also apply to you.

20. Suspension of the iPBX Services and other XLN’s rights

  • 20.1. We may suspend the iPBX Services including during scheduled periods of downtime where necessary for operational reasons such as repair, maintenance or improvement of the iPBX Services or because of an emergency. XLN will restore the iPBX Services as soon as we reasonably can after suspension.
  • 20.2. We may, for operational or other reasons, change any codes or the numbers allocated to you or the specification of the iPBX Services, but any such changes will not materially affect the iPBX Services.
  • 20.3. We may immediately suspend your access to the iPBX Services in the event that you do not pay an invoice in accordance with Clause 8.
  • 20.4. If we suspend the iPBX Services in accordance with this Clause 20, and the circumstances described in Clause 20.1 or 20.3 remain, XLN shall be entitled to terminate the Agreement immediately.

21. Termination of this Agreement

  • 21.1. This Agreement may be terminated in accordance with this clause 21.
  • 21.2. We may at any time (whether during the Initial Period or otherwise) terminate this Agreement giving 30 days notice to you.
  • 21.3.We may at our sole discretion terminate this Agreement or suspend the iPBX Services immediately, in the event that:
    • 21.3.1. we are directed by any competent authority to cease the provision of the iPBX Services or any part of it;
    • 21.3.2. you fail to pay any Charges or any Installation or Maintenance Charges;
    • 21.3.3. you make a material misstatement in the details you have supplied to XLN to enable XLN to provide the Services;
    • 21.3.4. any credit card or direct debit details submitted by you for payment are found not to be or cease to be valid;
    • 21.3.5.   you fail to meet the XLN’s required standard of creditworthiness as set out in Clause 9;
    • 21.3.6. If you use the iPBX Services in contravention of any of the terms of this Agreement;
    • 21.3.7. your contract with us or with your telecoms provider for your Landline and/or broadband service is terminated;
    • 21.3.8. our contract with any third party who assists us in providing the iPBX Services to you is terminated;
    • 21.3.9. we become aware of any breach of third party Intellectual Property Rights caused by you;
    • 21.3.10. you are in breach of our Fair Usage Policy; and
    • 21.3.11.you go into liquidation, become bankrupt, have a receiver appointed, make a composition or voluntary arrangement with creditors or enter into administration, or a moratorium comes into force in respect of the other (within the meaning of the Insolvency Act 1986).
  • 21.4. You may terminate this Agreement at the end of the Minimum Term provided you give us a minimum of 42 days prior written notice. You may terminate this Agreement prior tothe expiry of the Minimum Term on condition that you pay the Cancellation Fee. You must pay all Fees for the iPBX Services until the date on which the termination notice expires.
  • 21.5. If you are purchasing as a consumer, you have the right to cancel this Agreement by giving written notice within 7 days from the date of acceptance of this Agreement. In that case you must pay XLN for any work done or money spent in getting ready to provide the iPBX Services to you. Furthermore, if we have supplied you with Equipment as part of a promotional offer you must either pay for the Equipment or return such Equipment to us , at your own cost, unused and in the original undamaged packaging.
  • 21.6. You may also terminate this Agreement at any time on giving us at least 42 days prior written notice if you move to a new address to which it is not possible to provide telephone and/or broadband Services on production of sufficient proof of your changed address at XLN’s satisfaction.
  • 21.7. Upon termination or expiration of this Agreement, registration to any of our iPBX Services or those of third parties provided in the course of and/or for the purposes of the iPBX Services will cease.
  • 21.8.On termination of this Agreement:
    • 21.8.1. any licence granted to you by XLN or by its licensors shall immediately cease, you must immediately stop using the iPBX Services.
    • 21.8.2. all amounts you owe to XLN for the use of the iPBX Services, shall be due and payable in full and you shall have no right to withhold or set off any such amounts.
    • 21.8.3. you shall be responsible for any required engineering reprogramming costs to allow you to use an alternative supplier.
  • 21.9. The termination of this Agreement for whatever cause shall not affect any provision of this Agreement which is expressed or by implication intended to survive or operate in the event of termination of this Agreement.
  • 21.10.  XLN shall have the right to delete and terminate any of your Seats under this Agreement in its entirety should XLN in its sole discretion determine your account or any Seats to be dormant, after there have been no calls made via your iPBX Services for a period of at least three months from a given Seat.

22. Force Majeure

  • 22.1. Neither Party will be liable to the other for any failure to deliver the iPBX Services or for any breach by it of this Agreement, where such failure or breach is due to a reason outside the reasonable control of such party, including, but not limited to: lightning, exceptionally severe weather, fire, explosion, war, industrial disputes, government action or regulation or national or local emergency. If such failure to deliver continues for more than 3 months after the commencement of such failure, then either party may terminate this Agreement on notice in writing to the other party by giving no less than 30 days notice to the other Party.

23. Variation

  • 23.1. XLN reserves the right to amend or vary material terms of this Agreement by giving you 30 days’ written notice thereof. Such notice may be contained in the billing information provided to you by XLN. Only if such variation is likely to be of detriment to you (other than in relation to variations in accordance with Clause 23.2 of this Agreement), you may, within 30 days of receiving such notification, give XLN not less than 30 days’ notice that if the amendment is not withdrawn you will terminate this Agreement. If the amendment or variation is imposed by law you shall have no right to terminate. If you do not terminate in such period you are deemed to have accepted the variation.
  • 23.2. We shall be entitled to update and/or vary any non material terms of the Agreement at our sole discretion. We will inform you about such updates and/or non material changes through a notice in an XLN invoice or by posting our updated Agreement at www.xlntelecom.co.uk.
  • 23.3. If you request and XLN agrees to a change of the iPBX Services or a change of the Premises, you must complete such formalities as XLN shall require giving effect to such change and you must pay to XLN its then current Charges to reflect such change of Charges or Premises change. XLN may require payment prior to effecting such change. To reflect such change, XLN may without notice revise the Charges.

24. Notices

  • Unless otherwise stated in this Agreement:
  • 24.1.Notices sent by you to XLN shall be sent any of the following methods:
    • 24.1.1. by hand or by recorded delivery to the following address or as otherwise notified to you:
    • Attn: IP Business, XLN Telecom Ltd.
    • Address: The Brewery Building, 69 Bondway, London, SW8 1SQ
    • 24.1.2. by fax to the following fax number or as otherwise notified to you:
    • Fax: 0207 793 5549
    • 24.1.3. by email to the following email address or as otherwise notified to you:
  • Email: services@xlntelecom.com
  • 24.2. Notices sent by XLN to you may be sent (i) by hand or by recorded delivery to your billing address specified on your Application or to your registered office; or (ii) by fax to your fax number specified on your Application or as otherwise notified by you to XLN in writing; or (iii) by email to your email address specified on your Application or as otherwise notified to XLN in writing.
  • 24.3. Notice given by hand shall be deemed given the same day. Notice given by recorded delivery shall be deemed given on the date and at the time of signature of the delivery receipt. Notice given by fax shall be deemed given when transmitted provided that the sender shall have received a transmission report confirming correct transmission. Any communication by electronic mail from you to XLN shall be deemed to have been received when XLN acknowledges receipt to you of such electronic mail. Any communication from XLN to you by electronic mail shall be deemed to have been made on the working day on which the notice is first stored in your electronic mail-box.

25. Resolving Disputes

  • XLN will try to resolve any disputes with you. However, if the Parties cannot agree, we will refer you to our Customer Complaints Code located at http://www.xlntelecom.co.uk/xln-code-of-practice.aspx#ComplaintCodeOfPractice copies of which are available on request.

26. General Provisions

  • 26.1. This Agreement represents the entire agreement between the Parties in relation to its subject matter and supersedes all agreements and representations made by either Party, whether oral or written.
  • 26.2.The Parties acknowledge and agree that:
    • 26.2.1. the Parties have not been induced to enter into this Agreement by any representation, warranty or other assurance not expressly incorporated into it; and
    • 26.2.2. in connection with this Agreement the Parties’ only rights and remedies in relation to any representation, warranty or other assurance are for breach of this Agreement and that all other rights and remedies are excluded, except in the case of fraud.
  • 26.3. The Parties do not intend that this Agreement be enforceable by any person not a Party to this Agreement including under the General Terms (Rights of Third Parties) Act 1999 with the only exception of Clause 17 above which will also be enforceable by XLN’s directors, employees, agents and subcontractors.
  • 26.4. You may not assign, novate, sub-contract or transfer any of your rights or obligations under this Agreement. We may from time to time, transfer, novate or assign any of our rights and/or obligations under this Agreement, including partial assignment, to a party who agrees to continue complying with our obligations under the Agreement.
  • 26.5.Ifany part, term or provision of this Agreement is held to be illegal or unenforceable the validity or enforceability of the remainder of this Agreement will not be affected. If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the Parties.
  • 26.6. If either Party delays in acting upon a breach of this Agreement that delay will not be regarded as a waiver of that breach. If either Party waives a breach of this Agreement that waiver is limited to that particular breach.

27. Law

  • 27.1. This Agreement and any disputes or claims arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) are governed by and construed in accordance with the laws of England.
  • 27.2. The Parties irrevocably agree that the courts of England have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).
  • XLN Telecom Ltd, PO Box 42177, London, SW8 1UE
  • Tel: 0844 880 6119

The Direct Debit Guarantee

  • This Guarantee is offered by all Banks and Building Societies that take part in the Direct Debit Scheme. The efficiency and security of the scheme is monitored and protected by your own Bank or Building Society.
  • If the amounts to be paid or the payment date change XLN Telecom will notify you within a minimum of 5 working days in advance of your account being debited or as otherwise agreed.
  • If an error is made by XLN Telecom or your Bank or Building Society, you are guaranteed a full and immediate refund from your branch of the amount paid.
  • You can cancel a Direct Debit at anytime by writing to your Bank or Building Society. Please also send a copy of your letter to us.

Schedule 1 – Definitions and Interpretation

“Additional Services” means any services additional to the iPBX Services, which we agree to provide to you including Landline(s), broadband or other services as we may agree to provide to you following your request;

“Application” means your online application, your application via our telephone application process or your signing of XLN’s application form ordering the iPBX Services;

“Cancellation Fee” means your monthly line rental and package fees in advance up to the end of your Minimum Term, plus a disconnection fee to cover our administrative costs, as set out in XLNs’s applicable Tariff Guide;

“Charges” means XLN’ charges for the provision of any services under this Agreement;

“Confidential Information” means all information of a confidential nature disclosed (whether in writing, verbally or by any other means and whether directly or indirectly) by one Party to another Party including, without limitation, any information relating to products, operations, processes, plans or intentions, client information, product information, Intellectual Property Rights, market opportunities and business affairs or those of clients or other contacts (and for the purposes of this definition, “confidential nature” shall refer to information which is identified as confidential at the time of disclosure or would be considered to be confidential by a reasonable person based upon the nature of the information and the circumstances of disclosure);

“Customer Equipment” means equipment previously owned by you, or acquired by you from a third party provider, including the IP Routers, IP telephone handsets, network cabling and any other equipment used in connection with the iPBX Services not supplied by XLN or its sub-contractors;

“Data” includes information, documents, text, software, music, sound, photography, messages, and other material of any kind in any form;

“Equipment” means any equipment supplied by XLN and/or its sub-contractors including the IP Router(s), the IP telephone handsets, handsets, switches, routers, network cabling or any other telecommunications, infrastructure and equipment;

“Intellectual Property Rights” means all of the following: (a) works of authorship, copyrights, including moral rights, registrations and applications for registration thereof; (b) patents, patent applications and all related continuations, divisional, reissue, utility models, applications and registrations thereof, inventions (whether patentable or not), designs, trade marks (whether registered or not, including applications) and domain names; (c) trademark and trade name rights and similar rights; (d) trade secrets and Confidential Information, know-how, manufacturing information, system process and techniques, designs, prototypes, enhancements, improvements, customization, work-in-progress, research and development information; (e) other proprietary rights relating to the foregoing;

“iPBX Service(s)” means an off the shelf VoIP package, with, where applicable, inclusive minutes (to which multiple IP telephone handsets can be plugged into with the functionality of a virtual PBX) provided by XLN pursuant to this Agreement;

“Landline” means a connection provided to you with a phone number allocated by us by which you or another person that has access to such connection can make and receive voice telephony calls;

“Minimum Term” means 12 months from the Commencement Date unless stated otherwise in your Application;

“Parties” or “Party” means XLN and/or you;

“Premises” means the site at which any Equipment shall be installed or to which the iPBX Services shall be provided as specified in your Application;

“PBX” A PBX (Private Branch Exchange) is a telephone switch used to place phone calls within an organization. A PBX allows an organization to lease a small number of Landlines and share them across the company, rather than leasing each phone line individually;

“Seat” means each unique user, who uses the iPBX Services we provide under this Agreement;

“Service Hours” 08:00 – 18:00 Monday – Friday excluding UK Bank Holidays

“Software” means any software supplied to you by XLN in connection with or to enable you to use the XLN Services;

“Support Services” means XLN support services;

“Survey” means any appropriate assessment or other investigations carried out by or on behalf of XLN that XLN, in its reasonable discretion, deems necessary prior to or after the installation of the Equipment and/or the provision of the Services;

“System” means a combination of the iPBX Services and the Equipment; and

“Tariff Guide” means our standard price list available at www.xlntelecom.co.uk/pricelist.aspx

1.1. Interpretations

  • 1.1.1.In this Agreement (except where the context otherwise requires):
    • 1.1.1.1. The Clause headings are included for convenience only and shall not affect the interpretation of this Agreement;
    • 1.1.1.2. Use of the singular includes the plural and vice versa;
    • 1.1.1.3. Use of any gender includes the other genders;
    • 1.1.1.4. Any reference to "persons" includes natural persons, firms, partnerships, companies, corporations, associations, organisations, governments, states, foundations and trusts (in each case whether or not having separate legal personality);
    • 1.1.1.5. Any reference to an enactment, statute, statutory provision or subordinate legislation ("legislation") shall (except where the context otherwise requires) be construed as referring to such legislation as amended and in force from time to time and to any legislation which re-enacts or consolidates (with or without modification) any such legislation;
  • 1.1.2. Where in the Agreement you agree not to do any act or thing you also agree not to allow (including without limitation, taking all reasonable preventative measures) any other person to do that act or thing.
  • 1.1.3. In the event of any conflict between the provisions of the Agreement and those of the schedules, the provisions of the Agreement shall take precedence.
  • 1.1.4. In the event of any conflict between the provisions of the Agreement and the specific terms and conditions of the Additional Services, the specific terms and conditions of the Additional Services shall take precedence.

Schedule 2
Installation and maintenance of the iPBX services

1. Scope

  • 1.1. This Installation and Maintenance Schedule shall apply to XLN’s Installation
    and Maintenance Services and must be read in accordance with the remainder
    of this Agreement.
  • 1.2. The Maintenance Services exclude the maintenance of your Landline(s) and
    your broadband connection.

    2. XLN’s Obligations

  • 2.1. Subject to the timely payment of the Charges by you, XLN shall ensure that
    the Installation and Maintenance Services shall be provided by competent and
    experienced personnel in a professional manner, in accordance with standard
    industry practice.
  • 2.2. XLN staff or sub-contractors shall comply with all reasonable rules and
    regulations for the time being in force at the Premises that you notify to XLN in
    advance.

    3. Your Obligations

  • 3.1. You must promptly supply XLN with all information and materials reasonably
    required by XLN to provide the Installation and maintenance Services.
  • 3.2. You shall ensure:
  • 3.2.1. that the provision of the Installation and Maintenance Services by XLN will
    not breach any existing contracts in place between you and a different provider;
  • 3.2.2. that nobody removes, moves, alters, modifies, or otherwise interferes with
    the System without XLN’s prior written consent; and
  • 3.2.3. that XLN’s employees and subcontractors have full, free and timely access
    to the System for the purposes of providing the Installation and Maintenance
    Services including, without limitation, access by means of a dial up modem and/
    or VPN (virtual private network) type access.

    4. Installation of Equipment

  • 4.1. Subject to satisfactory Survey, XLN, or XLN’s staff or sub-contractors, shall
    use reasonable endeavours to assist you remotely to install and connect the
    Equipment. If You request an onsite engineering visit from XLN, then if You are
    located in an area in which XLN is able to provide onsite installation, XLN (or its
    sub-contractors) shall use reasonable endeavours to attend such location and
    install and connect the Equipment, for which You shall pay XLN´s then current
    standard Installation Charges from time to time.
  • 4.2. An order may be cancelled by XLN without liability if the results of any Survey
    are, in XLN’s reasonable opinion, unsatisfactory or if it is not technically feasible
    to implement and/or support the System at all or by the requested service date
    agreed with you.
  • 4.3. You must provide (at your cost) appropriate space, power, ducting and
    environment to install the Equipment at the Premises. You must ensure that
    any necessary preparation is effected before the Equipment is connected, in
    accordance with XLN and/or the manufacturers´ instructions.
  • 4.4. If you fail to take delivery or allow installation of the Equipment on any agreed
    delivery or installation date XLN may arrange for its storage at your risk and you
    shall be liable to XLN for the reasonable costs of such storage. XLN may also
    charge you a call out fee together with any costs incurred by XLN in relation to
    such failure by you.
  • 4.5. Unless otherwise agreed in writing, you must provide a secure electricity
    supply at the Premises for the installation and operation of the Equipment at such
    points and with such connections as specified by XLN and by the manufacturers.
    XLN shall use its reasonable endeavours to comply with your requests in respect
    of the location of the Equipment but XLN’s reasonable decision on this matter
    shall be final and binding.

    5. Maintenance Services

  • 5.1. You shall report any faults in the System, or any repair which may be
    necessary to any part of the System, by contacting XLN current customer services
    numbers or e-address promptly. XLN shall use reasonable endeavours to respond
    during Service Hours, principally by remote means and by providing telephone
    advice to you.
  • 5.2. Following such response, XLN shall use reasonable efforts to provide a solution
    to faults on the System without unreasonable delay, by assisting you, providing
    advice, implementing remedial action through remote means (including logging
    into any Equipment or other part of the System by remote means with your
    consent) or arranging for a replacement of all or part of the Equipment (which
    shall, at the reasonable request of XLN, be fitted by you). Where XLN replaces
    any part of the Equipment, the removed part shall become the property of XLN.
  • 5.3. XLN will charge you, at XLN’s then current standard Maintenance Charges
    from time to time, when you request on site engineering visits due to a fault(s) in
    the System unless the fault (and the requested onsite engineering visit) is covered
    by a warranty and is reported within a warranty period. In any event, XLN reserves
    the right to charge you if:
  • 5.3.1. the fault(s) is/are due to damage caused by you, your employees or any
    third party;
  • 5.3.2. no fault is found in the Equipment; and
  • 5.3.3. you failed to keep appointments with the visiting engineer.
  • 5.4. You acknowledge and accept that the Maintenance Services do not cover
    the following faults and, if XLN is requested and expressly agrees to provide any
    services in relation to any such fault, then XLN shall be entitled to charge for such
    services at XLN’s then current standard Maintenance Charges from time to time:
  • 5.4.1. faulty software, hardware or equipment not forming part of the System
    (e.g. Customer Equipment);
  • 5.4.2. faulty wiring connected to the call routing apparatus, plain ordinary
    telephones (“POT”) or headsets;
  • 5.4.3.faults or failures caused by lightning damage, electromagnetic interference,
    radio interference or electrical work external to the Equipment fluctuation or
    surge of electrical power;
  • 5.4.4. faults or failures caused by accidental or deliberate damage, misuse,
    negligence, or failure to observe XLN’s recommendations or those of any
    manufacturer or supplier of the Equipment or any part of the Equipment by you,
    your staff or your subcontractors or any third party;
  • 5.4.5. faults or failures external to the System such as those resulting from
    any failure or fluctuation or the electricity supply or air conditioning, any
    defect in the local area network (“LAN”), wide area network (“WAN”) or public
    telecommunications network (“PTN”);
  • 5.4.6. faults or failures caused by any move of, alteration or modification to, or
    other interference with, the System without XLN prior consent;
  • 5.4.7. faults or failures relating to software programs which do not form part of
    the System;
  • 5.4.8. faults or failures existing prior to the Installation and Maintenance Services;
  • 5.4.9. any faults or failures arising from or contributed to by you, your staff, your
    subcontractors or any third party’s error or any maintenance or repair work
    carried out by you, your staff, your subcontractors or any unauthorised third
    party; and
  • 5.4.10. any faults or failures of any telecommunications system not run by
    XLN unless XLN has agreed in writing to provide Maintenance Services to such
    telecommunications system.
  • 5.5. You further acknowledge and accept that the Maintenance Services do not
    cover the following items or services and, if XLN is requested and expressly agrees
    to provide such items or such services, then XLN shall be entitled to charge for
    such item or services at XLN’s then current standard Maintenance Charges from
    time to time:
  • 5.5.1. any move, alteration or modification of the System, whether as a result of
    any change in the requirements of the network services provider or any regulatory
    authority, or otherwise;?
  • 5.5.2. replacement of consumable materials, including (without limitation) batteries;
  • 5.5.3. repair or replacement of equipment relating to standby power supplies including (without limitation) rectifiers, batteries and uninterruptible power supplies (“UPS”);
  • 5.5.4. incorporation in the iPBX Services of new features or facilities at your request;
  • 5.5.5. modifications, additions to, or reconfiguration, implementation or other work in relation to the System necessary to provide compatibility with a later release of the Software; and
  • 5.5.6. any services provided outside XLN Service Hours.
  • 5.6. Where the Maintenance Services take longer or XLN incurs additional costs as a result of any of the faults listed or matters referred to in Clauses 5.4 or 5.5 you shall pay XLN for such excess time spent at XLN’s then current standard Maintenance Charges from time to time and/or reimburse XLN for such additional costs.
  • 5.7. You further acknowledge and accept that:
  • 5.7.1. where parts of the System have been integrated with your personal computers (“PCs”), and the Sytem applications are not functioning correctly, XLN’s obligation is limited to demonstrating that the System applications operate properly on a PC which is running an approved and supported operating system only; and
  • 5.7.2. XLN shall not be responsible for the repair or replacement of hardware or a particular version of software or hardware (whether or not forming part of the System) which has been declared “end of life” or “end of support”.
  • 5.8. If XLN, in its own absolute discretion, decides that it would be more economical or expedient to replace any item forming part of the Equipment than to maintain such item in accordance with this Maintenance Services Schedule it shall be entitled to replace such items at its expense.
  • 5.9. XLN shall not be responsible for any delay in carrying out maintenance resulting from any delay on the part of any third party in supplying any replacement item or part required in connection with the use or maintenance of the System or where the delays are caused by the your own actions or omissions.
  • 5.10. If XLN takes over your Landline(s), XLN’s sole obligation shall be to relay to the Landline supplier any fault in the Landline that you previously report to XLN. You acknowledge that XLN shall not be responsible for the maintenance of this Landline(s). The Landline supplier will continue to maintain your Landline (including the Landline that the IP broadband operates on) and will fix any faults that may occur on that line. XLN may pass on to you any charges from the Landline supplier where you report a fault in your Landline.
  • 5.11. If XLN has not taken over your Landline, XLN shall not be responsible for the maintenance of such Landline(s) and you shall contact your Landline supplier directly to report any faults. For the avoidance of doubt, you shall be responsible for any charges from your Landline supplier.

    6. Customer Equipment

  • 6.1. Where XLN assists you in the installation of the Customer Equipment or its connection to the System or XLN obtains such assistance from a third party, you must pay XLN’s Maintenance Charges or such third party’s charges at their standard rates.
  • 6.2. At your request and subject to payment of XLN’s applicable Installation Charges and satisfactory Survey, XLN may decide to allow you to use your Customer Equipment already installed or provided by you at the Premises in connection with the iPBX Services. Where you make such request you warrant that you have full title to such Customer Equipment and that such Customer Equipment and their installation meet all applicable standards and any specifications notified to you by XLN. You will provide such written confirmation and/or information in relation to such cabling and/or wiring as XLN reasonably requires.
  • 6.3. XLN shall have no liability for any loss or damage arising directly or indirectly from your use of the Customer Equipment, whether or not XLN shall have recommended the use and/or performance of such Customer Equipment.
  • 6.4. You are entirely responsible for the security of access to your computer systems, the integrity of information stored thereon and its security from corruption, change and abuse by others.
  • 6.5. Unless otherwise agreed in writing, you are responsible for ensuring that the Customer Equipment is programmed, equipped, compatible and connected for use of the iPBX Services in accordance with XLN’s reasonable instructions and any other instructions or safety and security procedures applicable to the use of the Customer Equipment. For the avoidance of doubt you are responsible for connecting the Customer Equipment to the XLN Services.
  • 6.6. You must ensure that all items of Customer Equipment are in good working order and comply with applicable standards, approvals and any relevant law. XLN may require you to disconnect (in which case you must do so promptly) or may itself disconnect any Customer Equipment if in XLN’s reasonable opinion: (i) it does not conform to applicable standards, approvals or any relevant law for the time being in force; or (ii) it may cause injury to any person or material damage to property; or (iii) it may materially impair the quality of any service provided by XLN.
  • 6.7. XLN has no liability whatsoever where any inability to use the iPBX Services is due to incompatibility between the Customer Equipment and the iPBX Services, or for any breakdown or failure in the Customer Equipment.

    7. Access to Premises

  • 7.1. When you request on site engineering visits:
  • 7.1.1. You warrant that you will obtain any permission needed for XLN or its network provider to put the Equipment in the Premises and to provide the Installation Services.
  • 7.1.2. You warrant that you are the current and lawful occupier of the Premises and that you are the owner of the Premises or a tenant of it under a lease for a term of 12 months or more from the date of your Application.
  • 7.1.3. Any person in apparent authority at the Premises who grants entry shall be deemed to have your authority to grant such entry.
  • 7.1.4. XLN shall cause as little damage as reasonably possible when exercising any of its rights under Clause 7 and shall make good (to your reasonable satisfaction) any damage that XLN, its employees, agents or subcontractors may cause to the Premises.
  • 7.1.5. You shall provide a safe and suitable working environment for XLN’s employees, agents or subcontractors and for XLN’s network providers employees, agents or subcontractors at the Premises.

    8. Payment of Charges

  • 8.1. The charges for any Installation Services and Maintenance Services shall be XLN’s then current standard Installation Charges and Maintenance Charges from time to time available at your request.
  • 8.2. XLN shall charge a one off charge per onsite engineering visit, (remote support will only be charged when the equipment has not been purchased from XLN) for the provision of Installation Services. Any Installation Charges shall be invoiced by or on behalf of XLN and shall be payable by you to XLN (or such person as XLN or the person invoicing on behalf of XLN shall specify) within 21 days of the date of such invoice.
  • 8.3. XLN shall charge a one off charge per onsite engineering visit, (remote support will only be charged when the equipment has not been purchased from XLN) for the provision of Maintenance Services., XLN shall invoice the Charges in respect of the Maintenance Services and you shall pay such invoices (without deduction or set-off) to XLN (or such person as XLN or the person invoicing on behalf of XLN shall specify) within 21 days of the date of such invoice.
  • 8.4. Your must pay the Installation Charges and the Maintenance Charges for the Services timely in accordance with the Agreement and with this Schedule 2. You acknowledge and accept that XLN reserves the right to require full payment of the Installation Charges and Maintenance Charges before providing the Installation or the Maintenance Services.
  • 8.5. You must not add extra Seats without our prior consent. If We allow you to add extra Seats XLN shall be entitled to increase its Charges for the iPBX Services and, where applicable its Maintenance Charges, in accordance with XLN’s standard Maintenance Charges from time to time.

You shall be entitled to terminate this Agreement, within 30 days from the Effective Date, if we agree that a competitor’s tariff is cheaper overall and we cannot match it.

 

Terms and Conditions for XLN Business Support Products

1. Service

  • 1.1 The provision of this service does not alter or affect any standard terms that exist between XLN and the Customer for the supply of XLN Telecom or Broadband services.
  • 1.2 XLN shall commence the service as soon as is reasonably possible following acknowledgement of receipt of the Order from the Customer. The standard lead time is 72 working hours.
  • 1.3 XLN reserves the right at any time before the Service Commencement Date to cancel the order.
  • 1.4 XLN will not commence the service if an ongoing or new fault report exists on the Customer's line.
  • 1.5 XLN reserves the right at any time to make any modification, change, addition to, or replacement of, any Service (or part thereof), where (i) this is required to conform with any applicable safety or other statutory requirements; or (ii) such modification, change, addition or replacement does not materially detract from, reduce or impair the overall quality or performance of the Services.
  • 1.6 There is no minimum contract period for the supply of this service.
  • 1.7 Information provided via Fraud Monitor alerts are indicative of daily call spend but are not in real time and cannot be used to enforce credit limits. XLN will not be liable for call charges incurred in excess of the Customer's daily fraud monitor value. Likewise, XLN will not be liable for the late notification of high call spend due to delays in the receipt of call records from BT Wholesale or other suppliers.
  • 1.8 All references to fault repair times are based on averages and do not represent a contractual obligation.
  • 1.9 Due to the nature of or location of certain types of line' faults, the activation of the call divert facility may not always be possible.
  • 1.10 XLN reserves the right to amend or withdraw any part of the service or amend the price of the product by giving the Customer 30 days advanced written notice. The Customer has the right to cancel the service at any time without incurring termination charges.
  • 1.11 Mobile call credits will be paid on receipt of the relevant mobile phone bill from the Customer. Payment will be settled by XLN via a credit to the Customer's XLN phone bill.
  • 1.12 Without prejudice, XLN shall not be liable to the Customer for any loss of profits, business, revenue or goodwill or any economic loss (irrespective of whether such losses are considered to arise directly or indirectly) or any indirect or consequential loss whatsoever and howsoever arising from the failure to supply or deliver any part of this product.

2. Charges and Payment

  • 2.1 All Charges are payable in sterling and are exclusive of Value Added Tax and any other applicable taxes which shall be payable by the Customer in the manner prescribed by law.
  • 2.2 The Charges shall be billed monthly in advance and payable from the Service Commencement Date.
  • 2.3 The product can be cancelled by the Customer at any time without incurring any termination fees.

 3. Additional Customer Obligations

  • 3.1 The Customer shall:
  • 3.1.1 use the Services in accordance with XLN's reasonable instructions, any laws, regulations and licenses which may apply to the Customer's use of the Services from time to time; and
  • 3.1.2 inform XLN of any changes to any of their contact details that may affect the operation of any of the Business Support services.

4. Suspension

  • 4.1 XLN may, without terminating the Service or the applicable Contract, suspend provision of any Service, in whole or in part:
  • 4.1.1 with immediate effect if XLN has reasonable grounds to believe that the Customer is in breach of any material obligation (other than failure to make a payment when due) under the applicable Contract and the Customer either fails to remedy that breach or fails to demonstrate to XLN's reasonable satisfaction that no breach took place, within two (2) Working Days of written notice of the suspected breach; and/or
  • 4.1.2 with immediate effect if a bill is not paid in full by the Due Date and the Customer fails to remedy such default within five (5) Working Days of notice requiring the default to be remedied; and/or
  • 4.1.3 with immediate effect if XLN is obliged to comply with the order, instruction or request of a court, government, agency, emergency services organisation or other competent judicial, administrative or regulatory authority; and/or
  • 4.1.4 for operational reasons including but not limited to, planned or emergency works to maintain the quality of XLN's services; and/or
  • 4.1.5 with immediate effect in the event of a local or national emergency or some other event beyond XLN's reasonable control.

 

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