Terms and Conditions

• XLN Telecom Services
• Specific agreement for Broadband
• Specific agreement for Mobile
• Specific agreement for Calling Card

XLN Telecom Services

• Tariff - You will be charged for line rental and calls at the rates shown in our tariff guide (full prices list is shown at www.xlntelecom.co.uk)
• Payment - Monthly invoices are to be paid by Direct Debit. You will be charged £2.95 + VAT (Basic)/£5 + VAT (Total Business) 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.
• Contract length - The duration is specified on the contract that we posted to you and is on a rolling basis which automatically renews at the end of the period.
• Cancellation - If you wish to end your contract with us, you may do so at the end of any contract renewal period, providing you give us a minimum of 42 days prior written notice. If you wish to end your contract with us without giving us the required notice, you will be charged your monthly line rental and package fees in advance up to the end of your contracted date or a minimum disconnection fee of £199 + VAT should you terminate your contract within 3 calendar months of your legal termination date.

1. Service

This agreement covers the provision by XLN Telecom Ltd. (XLN) to you of our telecommunication services. We may vary these Terms and Conditions at our discretion and at any time by giving you not less than 42 calendar days written notice in advance inclusive of the date of posting. If you have subscribed to XLN Broadband, a separate agreement will be sent to cover the terms.

2. How we provide the Services to you

XLN provides services via 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 BTTM of any products or services presently in use on your line that are incompatible with the WLR or NGN service. BT^TM or other network providers are under a strict duty not to disclose information about a customer’s telephone services to a third party unless the customer has consented to such disclosure. In entering into this agreement you give consent to BT^TM 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).

3. Carrier pre-selection (CPS)

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

4. Duration

This agreement will have the duration specified on the contract, which was included with your application confirmation letter and will be automatically renewed at the end of the period unless and until either of us gives the other written notice of termination at least 42 days before the relevant anniversary. The agreement may be ended immediately by you if we break a term of this agreement, 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 our 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, this agreement will continue on these terms as varied. Either of us may end this agreement without notice if the other stops trading or becomes insolvent or wound up. We may end this agreement without giving you notice if you break any of your obligations under clause 6 & 8. On termination of this agreement for whatever reason, you will:

• a. Immediately pay any outstanding invoices.
• b. Be responsible for any required engineering reprogramming costs for you to use an alternative supplier. In addition, if you terminate this agreement prior to the end of the period specified on the application form and after your account has been provisioned (except if you terminate, in accordance with the provisions of this agreement, as a result of our breach or insolvency or winding up), you will:
• c. Reimburse XLN for any costs incurred in releasing you from your contractual obligations with BT^TM or any other network provider prior to transferring you to the XLN service (if applicable).
• d. Pay us (in addition to clauses 4a and 4b) your monthly line rental in advance up to the end of your contractual agreement date or a minimum disconnection fee of £199 + VAT should you terminate your contract within 3 calendar months of your legal termination date.

5. Charges

XLN charges you for using the services covered by this agreement. Initially you are charged at the rates specified on the application form or published in 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 out going 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 an invoice. We may lower our prices and will endeavour to inform you at least 14 days in advance of any such change. If, during the first 12months of this agreement, we are forced to increase our call charges to an extent greater than the increase in the Retail Price Index for the relevant period, you may end this agreement without paying the disconnection fee and transfer to your chosen provider. All XLN charges are subject to VAT at the prevailing rate (currently 15%).
• d. Line rental, service charges and call packages are billed one month in advance.
• e. XLN will charge £109.99+ VAT to reinstate lines that have been ceased due to non payment

6. Payment terms

• 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 being restricted.
• 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.
• d. Cancellation of the direct debit does not constitute notice of cancellation of the contract.
• e. You are protected at all times by the Direct Debit guarantee as detailed below.
• f. XLN will charge an Administration fee for payments tendered by means other than direct debit or credit/debit card standing order. XLN reserves the right to increase this amount without notice. Basic Tariff - £2.95 + VAT. Total Business Tariff £5 + VAT.
• g. XLN reserves the right to perform a credit check with no prior given notice on any legal entity, and to pass the entity’s credit history with XLN on to other credit agencies and/or County Court.
• h. XLN reserves the right to at any time request a deposit, paid in advance, from the entity 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 the contract and to demand full and final outstanding balance settlement with immediate effect.
• i. XLN may, at its sole discretion and at any time, impose a credit limit on your account. Any credit limit imposed can be amended without prior notice. If you exceed any such credit limit we may demand immediate payment of the Charges and/or suspend the Service; and you will still be responsible for all Charges incurred including those exceeding the credit limit.
• j. XLN will charge a £199 + VAT disconnection fee should your contract be terminated due to non-payment.
• k. Total Business Tariff only - XLN will charge a £5.00 + VAT fee for bills sent by means other than E-billing.

7. Pricing

• a. If BT^TM Retail offers you a tariff that we are unable to beat we will stop billing you for local and national calls until the expiry of your contract with XLN Telecom.
• b. The comparison for the challenge will be made by recalculating the cost of each individual call at the current prevailing BT^TM rates for the tariff closest to that which applied on your last BT^TM bill and only in the event that XLN Telecom has reviewed our tariffs and have been unable to beat the BT^TM Tariff in question.
• c. Unlimited Local & National call packages are available to businesses only and not residential customers.
• d. 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 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.
• e. Fair usage policy applies to all unlimited call packages. XLN reserves the right to switch customers with excessive call volume (e.g. telemarketers, etc.) to a more appropriate tariff at any time. The customer will have the option to cancel the service at no extra charge if switching to a new tariff is not acceptable.
• f. Local & National calls are numbers beginning 01 and 02 only and do not include Non-geographic numbers (0845, 0870 etc) premium rate numbers (09xx) and Internet access numbers.
• g. Mobile call rates refer to calls to T-Mobile, Orange, Vodafone and O2 only.
• h. International rates charged under the calling card package are billed per minute.
• i. 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 www.xln.co.uk
• j. Total Business tariff - if any part of the bundled services is cancelled, you will be transferred to our current standard rates for any remaining services.

8. Your responsibilities

We agree to provide you with the service as specified on the application form subject to the provisions of this agreement. 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 allow an alternative supplier to override or bypass our service either through the installation of equipment or through the BT^TM local exchange.
• c. To be responsible for any engineering reprogramming costs or equipment removal costs that may be required to terminate the service of any previous supplier.
• d. 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.

9. Repairs to service

• a. BT Openreach^TM will continue to maintain your line and will continue to fix any faults that may occur¹. If you have broadband on the line, other network providers may have to repair faults at the exchange level. We will use our best endeavours to correct any defect or fault in the services provided to you as rapidly as possible. Customer Service & Fault Notification:0844 880 9000.
• b. XLN reserves the right to apply £85 +VAT engineering call out charge if a fault is found to be on your own equipment or caused by accidental damage. Additional time related charges may also be added.

10. Suspension of service

We may suspend the service (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.

11. Liability

• a. Neither of us will have to compensate the other for any detrimental event beyond the other’s reasonable control.
• 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 will not have to compensate you for any harm to your business, lost revenues, loss of anticipated savings, lost profits or other indirect, consequential or special losses nor for any 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 our line rental charges for the period during 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 £500. We do not limit our liability for death or personal injury resulting from our negligence.

12. General

You may not transfer this agreement or any rights under it without our prior written consent. If any provision or condition of this agreement shall be invalid or unenforceable, the remaining terms shall continue to apply. This agreement 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, the service. Any variations (other than changes made in accordance with this agreement) shall be accepted by both of us in writing. If there is any inconsistency between this agreement 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. The English Courts shall have exclusive jurisdiction for the purposes of determining any dispute or other matter which arises out of or in relation to this agreement. Any notice or other communications by us to you will be made to your current billing address held with XLN Telecom 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.

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 Telecom Limited will notify you 10 working days in advance of your account being debited or as otherwise agreed.

If an error is made by XLN Telecom Limited 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 when XLN Telecom Limited 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

• 2.1We 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.
• 2.2In 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.
• 2.3You 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.
• 2.4We 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.
• 2.5XLN 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.
• 2.6Modem 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.
• 2.7We 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.
• 2.8We 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.
• 2.9We 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.
• 2.10We may immediately suspend your access to the Broadband Services in the event that you do not pay an invoice in accordance with Clause 3.
• 2.11If 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

• 3.1XLN 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:
• 3.1.1XLN will charge £69.99 + VAT to reinstate lines that have been ceased due to non payment
• 3.1.2If you change address, you may transfer the Broadband Services to your new address on payment of the moving fee of £51.99 + VAT.
• 3.1.3Charges 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.
• 3.1.4XLN will charge a £69.99 + VAT disconnection fee should the agreement be terminated due to non payment.
• 3.1.5In 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.
• 3.1.6XLN will charge £69.99 + VAT cancellation fee should the agreement be terminated within the agreed contract period length from the Commencement Date.
• 3.1.7If 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.

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 usage 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, trade marks, 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 Clauses 11.1 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 14 days before the change is to take effect at which time you may terminate this Agreement 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.
• 14.4This Agreement does not create any rights under the Contracts (Rights of Third Parties) Act 1999 that are enforceable by any person who is not a party to it but this does not affect any right or remedy of a third party which exists or is available apart from that Act.
• 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 sub-contract or transfer any of your rights or obligations under this 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 in the 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.
• 3.5 There 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.
• 3.6 In 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.
• 3.10 Your 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.
• 3.12 In 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).
• 3.13 You 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

• 3.17 You 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”), a copy of which is available on Our website (www.xlntelecom.co.uk). 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

• 3.20 We 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 unauthorised 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.
• 7.2 We 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

• 10.1 We, 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.
• 10.2 Except 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

• 11.1 You 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).
• 11.5 We 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 For the purposes of the Contracts (Rights of Third Parties) Act 1999 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.
• 13.4 Notices 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 assign or transfer Our rights and obligations under Your Agreement to a party who agrees to continue complying with Our obligations under this Agreement, provided that Your rights under the Agreement or any guarantees given by Us to You are not affected. No other person (other than Our assignee, if any) may benefit from this Agreement. You may not assign 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 on line 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 out going 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 (currently 17.5%).
• 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 this agreement or any rights under it without our prior written consent. 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.