1.1 In these Terms the following definitions apply:
Acceptable Use Policy means our acceptable use policy and fair use policy, as published on the Website and updated from time to time.
AI Services means the artificial intelligence services described in Schedule 7.
Authorised Contact means a person you have notified to us in writing as authorised to request changes to your account, Services, numbers or users, or anyone reasonably appearing to us to act with your authority.
Business Day means Monday to Friday, excluding bank and public holidays in England.
Business Hours means 08:30 to 17:30 (UK time) on a Business Day.
Charges means the charges for the Services set out in the Order and, for anything not set out in the Order, in the Price List.
Commencement Date means for each Service, the date on which that Service is first made available for your use, being: for telephony, the date the first number ports to or goes live on our platform; for connectivity, the date the circuit is handed over; for licences, the date they are provisioned; and for Managed IT and other managed Services, the start date in the Order or, if earlier, the date onboarding is completed.
Communications Services means telephony, connectivity, mobile and other electronic communications services to which the General Conditions apply.
Contract means each Order together with these Terms (including the relevant Service Schedules and Schedules 9 and 10) and the Policies.
Contract Year means each period of 12 months starting on the Commencement Date or an anniversary of it.
Customer, you, your means the business, firm, company or other organisation named in the Order.
Customer Data means all data (including Personal Data) supplied by you or on your behalf, or generated through your use of the Services, including AI inputs and outputs.
Customer Dwell Time means any period during which we are waiting for you (or a third party acting for you) to provide information, access, approval, testing or other action we have reasonably requested.
Customer Equipment means equipment, software and systems used by you that are not supplied by us.
Data Protection Legislation means the UK GDPR, the Data Protection Act 2018, the Privacy and Electronic Communications (EC Directive) Regulations 2003 and all other applicable laws relating to personal data and privacy, each as amended or replaced from time to time (including by the Data (Use and Access) Act 2025).
Early Termination Charges means the charges described in clause 11.
Equipment means hardware, handsets, routers, firewalls, SIM cards, devices and other equipment supplied by us or on our behalf.
Express Consent has the meaning given in the General Conditions.
Fraudulent Use has the meaning given in clause 17.1.
General Conditions means the General Conditions of Entitlement issued by Ofcom under the Communications Act 2003, as amended from time to time.
Good Industry Practice means the degree of skill, care and diligence reasonably expected of a skilled and experienced provider of similar services in the United Kingdom.
Group means in relation to a company, that company, any subsidiary or holding company of it and any subsidiary of such a holding company (each as defined in section 1159 of the Companies Act 2006).
Incident means an unplanned interruption to, or reduction in the quality of, a Service.
IPEX, we, us, our means IP Exchange (MSP) Limited, a company registered in England and Wales with company number 11511727, whose registered office is at 296 Clipsley Lane, Haydock, St Helens, WA11 0JQ, and its successors and permitted assigns.
Minimum Term means for each Service, the minimum period stated in the Order, starting on the Commencement Date of that Service or, if no period is stated, 12 months.
Order means an order form, accepted quotation, Statement of Work, online order or other ordering document for Services that you have signed or accepted (including electronically) and we have accepted under clause 3.
Personal Data, Controller, Processor, Data Subject and Personal Data Breach have the meanings given in the Data Protection Legislation.
Policies means the Acceptable Use Policy, Privacy Notice, Complaints Code of Practice, Price List and other policies published on the Website, as updated from time to time.
Price List means our price list for ancillary, usage, professional services and other charges, as published on the Website or provided to you, as updated from time to time.
Relevant Customer means a customer who is a Microenterprise or Small Enterprise Customer or a Not-for-Profit Customer (as those terms are defined in the General Conditions), in respect of Communications Services, to the extent the relevant General Conditions have not been validly waived.
Renewal Term means a period described in clause 4.2 or 4.4.
Service Credit means a credit calculated in accordance with Schedule 9.
Service Levels means the response, resolution and other service levels set out in Schedule 9 and, where applicable, the Order.
Service Schedule means a schedule in Part B describing a particular type of Service.
Services means the services, Equipment and deliverables set out in an Order and described in the relevant Service Schedule.
Special Conditions means any terms in an Order that are expressly stated to vary a specified provision of these Terms.
Statement of Work or SOW means a document describing project or professional services, as referred to in Schedule 8.
Third-Party Provider means any network operator, carrier, wholesaler, software or cloud vendor, AI model provider, distributor or other supplier whose products or services we resell or use to provide the Services, including Openreach, mobile network operators and Microsoft.
Third-Party Terms means the end user terms of a Third-Party Provider that apply to your use of its products or services, such as the Microsoft Customer Agreement.
Website means https://ipex.technology or any replacement website we notify to you.
1.2 In these Terms: headings do not affect interpretation; “including” and similar words mean “including without limitation”; “writing” and “written” include email; a reference to a law is to that law as amended, extended or re-enacted from time to time and includes subordinate legislation; the singular includes the plural and vice versa; and a reference to a party includes its successors and permitted assigns.
2.1 These Terms are a framework under which we supply Services. Each Order forms a separate Contract incorporating these Terms. Termination or expiry of one Contract does not affect any other Contract.
2.2 If there is any conflict or inconsistency between the documents forming a Contract, they take priority in the following order (highest first):
(a) Special Conditions, but only where signed by a director of IPEX and only in respect of the provision they expressly vary;
(b) the commercial details of the Order (the Services, quantities, sites, Charges and Minimum Term);
(c) the scope description in any Statement of Work;
(d) the relevant Service Schedule;
(e) Schedule 9 (Service Levels and Service Credits) and Schedule 10 (Data Processing);
(f) Part A (General Terms); and
(g) the Policies.
2.3 An Order or Statement of Work may not vary Parts A to C of these Terms other than by Special Conditions complying with clause 2.2(a).
2.4 Third-Party Terms govern your use of the relevant Third-Party Provider’s products or services. Where Third-Party Terms impose obligations or restrictions on you, those obligations and restrictions apply in addition to these Terms.
2.5 Where a provision of the General Conditions or other mandatory law applies to a Service and cannot be (or has not been validly) excluded, it takes precedence over any inconsistent provision of these Terms to the extent required.
2.6 These Terms apply to the exclusion of any terms you seek to impose or incorporate, including in any purchase order, supplier portal or course of dealing.
3.1 An Order is an offer by you to buy the Services on these Terms. A Contract is formed when we sign or accept the Order in writing or, if earlier, when we begin to provide the Services. Quotations are valid for 30 days unless stated otherwise and are not offers.
3.2 Our acceptance of an Order may be subject to satisfactory credit checks, identity and anti-fraud checks, site surveys and confirmation of availability from Third-Party Providers. We may decline any Order, or ask for a deposit, guarantee or other security, acting reasonably.
3.3 You confirm that you are entering into each Contract for the purposes of your trade, business or profession and not as a consumer.
3.4 You confirm that the person placing or signing an Order is authorised to bind you. We may rely on instructions from any Authorised Contact.
3.5 Where you are a Relevant Customer, we will provide a contract summary and contract information before you are bound, as required by the General Conditions, unless you have expressly agreed to waive this where the General Conditions permit. You must tell us before placing an Order if you have 10 or fewer workers or are a not-for-profit organisation.
3.6 You may cancel an Order before the Commencement Date of a Service by written notice. You must then pay all costs we have reasonably incurred or committed to in connection with that Order, including surveys, engineering time, Equipment ordered, non-cancellable licences and Third-Party Provider cancellation charges.
4.1 Each Contract starts on the date it is formed. Charges for each Service become payable from its Commencement Date, except installation, set-up and one-off Charges, which are payable as stated in the Order. Where Services are added to an existing Contract, the additional Services will have their own Minimum Term unless the Order states that they are co-terminous with the existing Services.
4.2 Unless clause 4.3 applies, at the end of the Minimum Term each Service will automatically renew for successive Renewal Terms of 12 months (or such other period as the Order states) unless either party gives the other at least 90 days’ written notice to terminate, expiring at the end of the Minimum Term or the relevant Renewal Term.
4.3 Where you are a Relevant Customer, the following applies to Communications Services:
(a) the Minimum Term will not exceed 24 months unless you have expressly agreed to a longer Minimum Term in the Order, where the General Conditions permit;
(b) we will send you an end-of-contract notification as required by the General Conditions;
(c) the Service will only renew for a further fixed Renewal Term if you give your Express Consent to that renewal, which we will seek separately for each renewal and not earlier than the General Conditions permit; and
(d) if you do not give Express Consent, the Service will continue after the end of the Minimum Term or Renewal Term on a monthly rolling basis, and you may terminate it on 30 days’ written notice without Early Termination Charges.
4.4 Where a Service continues on a monthly rolling basis, we may offer you a new fixed Renewal Term at any time.
4.5 If you give notice to terminate but have not migrated or ceased the relevant Services by the termination date, the Services will continue and you must pay the Charges for them, on a monthly basis, until they are migrated or ceased. This does not start a new Minimum Term.
5.1 We will provide the Services with reasonable skill and care, in accordance with Good Industry Practice, the Contract and all laws applicable to us as a provider of the Services.
5.2 We will use appropriately qualified and experienced personnel. Where practical we will allocate consistent engineers and an account manager to your account, but we may change personnel at any time.
5.3 We do not guarantee that the Services will be uninterrupted, error-free or free from Incidents, or that they will operate with Customer Equipment or third-party services not supplied by us. Many Services depend on the internet and on Third-Party Provider networks outside our control.
5.4 We may carry out planned maintenance, and will give you at least 5 Business Days’ notice where reasonably practicable and aim to carry it out outside Business Hours. We may carry out emergency maintenance at any time without notice where necessary to protect the Services, our network or other customers.
5.5 We may change the technical specification, platform, software or Third-Party Provider used to provide a Service, provided the change does not materially reduce the functionality or performance of the Service. Where a change requires action from you, we will give you reasonable notice.
5.6 We will make reasonable efforts to tell you where your solution could be improved or changed to increase performance, security or value for money.
5.7 We will maintain a business continuity and disaster recovery plan covering the systems, premises, suppliers and key personnel we use to provide the Services. We will test it at least once a year, update it in light of the results and any significant change, and provide a summary of it on reasonable request.
6.1 You must:
(a) provide us promptly, and free of charge, with all information, co-operation, decisions and access we reasonably require to provide the Services, and ensure the information is complete and accurate;
(b) nominate a project or account contact with authority to make decisions, keep your Authorised Contacts and contact details up to date, and tell us promptly of any change;
(c) give us safe and timely access to your premises, systems and Customer Equipment, including suitable power, space, environmental conditions and a safe working environment, and tell us of any hazards (including providing your asbestos register before any cabling or installation work);
(d) obtain all consents, permits, wayleaves and landlord permissions needed for us to install and provide the Services at your premises;
(e) comply with the Acceptable Use Policy, all applicable Third-Party Terms and all applicable laws, including the Communications Act 2003;
(f) obtain and maintain valid licences for all software you use, and provide installation media and licence keys when asked (we cannot install software for which you cannot provide a licence and we are not responsible for any unlicensed software you use);
(g) where a third party (such as another IT provider) manages any part of your network, ensure that firewalls, ports, rules and configurations are aligned as we reasonably require;
(h) ensure that your Customer Equipment is compatible with the Services, conforms to any standards designated under the Communications Act 2003, and does not harm our network, Equipment or other customers;
(i) unless you have ordered a backup Service from us, maintain your own adequate and tested backups of your data; and
(j) keep passwords, credentials and access devices secure and tell us immediately of any actual or suspected unauthorised access or security incident.
6.2 You must not resell, sublicense or provide the Services to any third party unless we have agreed in writing.
6.3 If you (or a third party acting for you) fail to comply with this clause 6 or otherwise delay or prevent us from performing our obligations, we will not be liable for any resulting failure or delay, the period will count as Customer Dwell Time, and we may charge you for any additional work, wasted visits and costs at the rates in the Price List.
7.1 You must pay the Charges in accordance with the Order and the Price List. All Charges are exclusive of VAT and any other applicable taxes, which you must also pay.
7.2 Unless the Order says otherwise: recurring Charges are invoiced monthly in advance (or annually in advance where the underlying licence or service is billed annually); usage Charges are invoiced monthly in arrears; installation and one-off Charges are invoiced on formation of the Contract; Equipment is invoiced on delivery; and professional services are invoiced as stated in the Statement of Work or otherwise monthly in arrears.
7.3 You must pay by Direct Debit unless we agree otherwise. Invoices are payable within 14 days of the invoice date. If we agree to another payment method, we may charge the administration fee set out in the Price List. Card payments may attract a handling fee that does not exceed our cost of accepting the card.
7.4 Usage Charges are calculated using our records or those of our Third-Party Providers. Where data is not available in time, we may estimate usage and reconcile it on a later invoice.
7.5 If you fail to pay any amount by its due date, we may, without affecting our other rights, charge interest and fixed-sum compensation under the Late Payment of Commercial Debts (Interest) Act 1998, together with our reasonable costs of recovery, and exercise our rights under clauses 9 and 10.
7.6 If you dispute an invoice in good faith, you must notify us in writing at billing@ipex.technology within 30 days of the invoice date, giving full details, and pay the undisputed amount by the due date. We will not consider disputes about Charges invoiced more than 6 months before we receive your notice. The parties will work together in good faith to resolve any dispute promptly.
7.7 You must pay all amounts due without any set-off, deduction or withholding. We may set off any amount you owe to any member of our Group against any amount we owe you.
7.8 We will never change our bank details by email alone. Before making a payment to new or changed bank details, you must verify them by telephone using contact details you already hold for us. A payment made to an account that is not ours, where you have not carried out that verification, does not discharge your obligation to pay us.
7.9 You remain liable for all Charges for use of the Services, whether or not that use was authorised by you, subject to clause 17.v
8.1 Where the Order or contract summary sets out a price change in pounds and pence and the date it will apply, we will apply that change on that date.
8.2 Except for Communications Services provided to a Relevant Customer, and where clause 8.1 does not apply, we may increase the recurring Charges once in each Contract Year, on at least 30 days’ written notice, by no more than the percentage change in the Consumer Prices Index (CPI) published by the Office for National Statistics for the most recent January, plus 3.5%.
8.3 We may pass on to you, on at least 30 days’ written notice (or as much notice as we receive, if less), any increase in our costs that is imposed by a Third-Party Provider, regulator or government, including changes to Microsoft and other vendor list prices, currency adjustments, wholesale and termination rates, regulatory levies and taxes.
8.4 We may change usage, out-of-bundle, ancillary and Price List Charges on at least 30 days’ written notice.
8.5 Where you are a Relevant Customer and we make a change to the price of a Communications Service that is not set out in your contract in pounds and pence, and the change is not exclusively to your benefit, we will give you at least one month’s notice and you may terminate the affected Service without Early Termination Charges within one month of that notice, as the General Conditions require.
9.1 We may suspend all or part of the Services, without liability, where:
(a) you fail to pay any undisputed amount within 7 days of our written notice that it is overdue;
(b) you commit a material breach of the Contract (including the Acceptable Use Policy) and, if it can be remedied, fail to remedy it within 14 days of our notice;
(c) we reasonably suspect Fraudulent Use, a security threat or unlawful use of the Services;
(d) we are required to do so by law, a regulator, the emergency services or a Third-Party Provider; or
(e) suspension is reasonably necessary in an emergency to protect the Services, our network, you or other customers.
9.2 We will give you notice of suspension where reasonably practicable, but may suspend immediately under clauses 9.1(c) to (e).
9.3 Where suspension is caused by you, the Charges continue to apply during suspension and we may charge a reconnection fee set out in the Price List. We will restore the Services promptly once the reason for suspension no longer applies.
10.1 Either party may terminate a Contract, or the affected Service, immediately by written notice if the other party:
(a) commits a material breach of that Contract which cannot be remedied or, if it can be remedied, fails to remedy it within 30 days of receiving written notice giving full details of the breach and requiring it to be remedied;
(b) has an administrator, receiver or liquidator appointed, makes any arrangement with its creditors, becomes subject to an administration order, goes into liquidation (other than for a solvent reorganisation), is unable to pay its debts, or suffers any similar event in any jurisdiction; or
(c) ceases, or threatens to cease, to carry on business.
10.2 We may terminate a Contract, or any affected Service, immediately by written notice if:
(a) you fail to pay any undisputed amount within 14 days of our written notice that it is overdue;
(b) you are, or we reasonably suspect you are, involved in fraud or unlawful use of the Services;
(c) we are required to stop providing the Service by Ofcom or any other competent authority, or by law; or
(d) a Third-Party Provider stops providing to us any product or service we need to provide the Service. In this case we will try to offer you a reasonable alternative and no Early Termination Charges will apply.
10.3 You may terminate an affected Service for Persistent SLA Failure in accordance with paragraph 9.9 of Schedule 9.
10.4 Termination of one Service does not terminate any other Service. Where you terminate part of a bundle, or reduce quantities, we may withdraw any bundle discount and charge the remaining Services at our standard rates, subject to the General Conditions where applicable.
10.5 On expiry or termination of a Contract or Service:
(a) all outstanding invoices become immediately payable and we may invoice any Charges not yet invoiced;
(b) you must pay any Early Termination Charges that apply;
(c) any licences granted to you in connection with that Service end;
(d) you must make rented or loaned Equipment available for collection or return it in accordance with clause 12.4;
(e) clause 19 (Exit assistance) applies; and
(f) accrued rights and remedies, and any provisions intended to survive termination (including clauses 7, 11, 13, 14, 17, 19, 21, 22 and 30), continue to apply.
10.6 If you continue to use a Service after it has terminated, we may charge for it at our standard rates.
11.1 You may terminate a Service for convenience during its Minimum Term or a fixed Renewal Term on 30 days’ written notice, provided you pay the Early Termination Charges. The Early Termination Charges are also payable if we terminate a Contract or Service under clause 10.1 or 10.2(a) or (b), or if you reduce quantities (such as users, licences, lines or connections) below the committed level during a Minimum Term or fixed Renewal Term.
11.2 The Early Termination Charges are:
(a) the recurring Charges that would have been payable for the affected Service (or the shortfall against any committed quantity or minimum spend) for the remainder of the Minimum Term or the current fixed Renewal Term;
(b) any unpaid installation or one-off Charges, and the unrecovered value of any discounts, free periods, waived installation charges, Equipment subsidies, technology funds or contributions we provided on the basis of the Minimum Term;
(c) any charges that we must pay to Third-Party Providers as a result of the termination, including licence commitments for the remainder of their committed term (for example, annual or multi-year Microsoft subscriptions) and carrier early termination charges for circuits and connections; and
(d) our reasonable costs of ceasing the Services and recovering Equipment.
11.3 Where you are a Relevant Customer, the Early Termination Charges for Communications Services under clause 11.2(a) will be reduced to reflect the costs we save as a result of early termination, and will not exceed the amount permitted by the General Conditions.
11.4 The parties agree that the Early Termination Charges are the price of exercising the right to terminate early and reflect our legitimate interest in recovering the investment and third-party commitments we make in reliance on the Minimum Term.
11.5 A request to port numbers away, or a switching request from another provider covering all of a Service, will be treated as notice to terminate that Service and this clause 11 will apply.
12.1 Risk in Equipment passes to you on delivery. Ownership of Equipment we sell to you passes to you only when we have received payment in full for it. Until then you must keep it insured and identifiable as ours.
12.2 Rented, loaned and subsidised Equipment (including routers, firewalls, handsets and SIM cards, unless the Order says they are sold to you) remains our property or that of our Third-Party Provider. You must not sell, charge, modify or part with it.
12.3 We will pass on to you the benefit of any manufacturer’s warranty. We will use any available warranty before repairing or replacing Equipment. Except as expressly set out in the Contract, we give no other warranty in respect of Equipment and, to the extent permitted by law, all implied warranties are excluded.
12.4 On expiry or termination, you must return rented or loaned Equipment, or make it available for collection, within 14 days, in good condition (fair wear and tear excepted). If you do not, we may charge you its replacement cost.
12.5 You must tell us of any defect in Equipment within 5 Business Days of delivery. Equipment that has been correctly supplied is not returnable except at our discretion, and returns may be subject to a restocking fee set out in the Price List.
12.6 Delivery dates are estimates. We are not liable for delays caused by manufacturers, distributors or carriers.
12.7 Before returning or disposing of any Equipment, you are responsible for removing your data from it unless you have ordered a secure data wiping or disposal service from us. Disposal of packaging and waste is not included unless stated in the Order.
12.8 Where we supply software, we (or our licensors) retain all intellectual property rights in it. You receive a non-exclusive, non-transferable licence to use it for the term of the relevant Service and only in connection with the Services. You must not copy, decompile, modify or distribute it except as permitted by law.
13.1 Each party will comply with the Data Protection Legislation in connection with the Contract.
13.2 Where we process Personal Data on your behalf in providing the Services, you are the Controller and we are the Processor, and Schedule 10 applies.
13.3 We act as a Controller for Personal Data we process for our own purposes, including account management, billing, credit checks, fraud prevention, network security, call detail records and compliance with our legal and regulatory obligations. Our Privacy Notice on the Website explains how we do this.
13.4 We may share information about you and the performance of your account with credit reference and fraud prevention agencies.
13.5 You are responsible for ensuring that you have a lawful basis and give any required notices for Personal Data you provide to us or process using the Services, including for call recording, monitoring agents, AI Services and employee monitoring.
13.6 We maintain a register of the key Third-Party Providers and sub-processors we use, including relevant data protection, cyber security and ISO accreditations, which is available on request.
14.1 Each party will keep confidential all information of a technical or business nature relating to the other party that it receives in connection with the Contract, and will use it only to perform its obligations or exercise its rights under the Contract.
14.2 A party may disclose confidential information: to its Group companies, employees, subcontractors, professional advisers, insurers, funders and (in our case) any actual or prospective assignee, transferee or acquirer under clause 26, in each case who need to know it and are bound by equivalent obligations of confidentiality; and where required by law, a court or a regulator.
14.3 These obligations do not apply to information that is or becomes public other than through breach of this clause, was lawfully held by the receiving party before disclosure, or is independently developed.
14.4 On termination and on written request, each party will return or destroy the other’s confidential information, except where retention is required by law or it is held in routine backups that will be deleted in the normal course. We will confirm this in writing on request.
14.5 This clause continues for 5 years after termination of the Contract, and indefinitely for trade secrets.
15.1 Each party retains ownership of its own intellectual property rights. Nothing in the Contract transfers intellectual property rights except as expressly stated.
15.2 We (or our licensors) own all intellectual property rights in the Services, our tools, scripts, templates, documentation, methodologies, configurations, automations, AI agent designs and other materials we create or use, except for Customer Data. On payment of the relevant Charges you receive a non-exclusive, non-transferable licence to use any deliverables for your internal business purposes, unless a Statement of Work expressly assigns them to you.
15.3 You grant us a licence to use Customer Data and your materials to the extent needed to provide the Services.
15.4 We will indemnify you against any third-party claim that your use, in accordance with the Contract, of materials we have created (excluding Third-Party Provider products, Customer Data and materials you supply) infringes that third party’s UK intellectual property rights, provided you notify us promptly, allow us to control the defence and settlement, and give us reasonable assistance. We may modify or replace the materials to avoid infringement. This indemnity is subject to clause 21. For Third-Party Provider products, we will pass on the benefit of any intellectual property indemnity we receive.
16.1 Each party will maintain appropriate technical and organisational security measures for the systems and data under its control.
16.2 We are responsible for the security of the systems and services we expressly manage under an Order. You are responsible for the security of all other systems, Customer Equipment and your own use of the Services, including user access, password practices, anti-virus protection where not provided by us, staff awareness and disaster recovery planning.
16.3 You consent to us accessing your systems remotely using our approved tools, and to the installation of monitoring and management agents, to the extent needed to provide the Services.
16.4 Where you know, or ought reasonably to know, of a threat to the security of the Services, you must tell us promptly.
16.5 No security service can prevent all attacks or eliminate all risk. Schedule 6 sets out additional terms for our Cyber Security Services.
16.6 We hold Cyber Essentials Plus certification. We will use reasonable endeavours to maintain it, or an equivalent or higher recognised security certification, throughout the term of each Contract, and will provide evidence of current certification on reasonable request.
16.7 If we become aware of a security incident affecting the Services we provide to you that has, or is reasonably likely to have, a material adverse effect on the confidentiality, integrity or availability of your systems, the Services or Customer Data, we will notify you without undue delay and in any event within 24 hours, keep you informed of material developments, and provide a written summary once the incident has been contained, including its cause (where known) and the steps taken. This is in addition to our obligations for Personal Data Breaches in Schedule 10.
16.8 We may be, or become, subject to cyber security and network resilience legislation, including the Network and Information Systems Regulations 2018 (as amended or replaced, including by any Act arising from the Cyber Security and Resilience Bill) and the security duties in the Communications Act 2003. You will co-operate with our reasonable requests needed for us to comply, including providing information, implementing reasonable security measures and allowing us to share information about incidents affecting your Services with the relevant regulator or competent authority. We may make changes to the Services and these Terms that are reasonably necessary to comply with such legislation, in accordance with clause 27.2(a).
17.1 “Fraudulent Use” means any use of the Services, or of your accounts, credentials or Equipment, that you have not authorised, including telephony toll fraud and PBX or SIP account compromise, international revenue share fraud, artificially inflated traffic, SIM swap and SIM theft, unauthorised porting, account takeover, business email compromise and payment redirection fraud.
17.2 Except to the extent that Fraudulent Use results from our breach of the Contract or our negligence, you are responsible for all Charges and third-party costs arising from Fraudulent Use until we have received your notice of it and had a reasonable opportunity (not exceeding 2 hours during Business Hours) to act on it.
17.3 You must take reasonable steps to prevent Fraudulent Use, including: securing your telephone systems, handsets, voicemail and SIP credentials; changing default passwords; using multi-factor authentication for portals and administrative accounts; restricting access by IP address where available; asking us to bar international, premium rate and other destinations you do not need; reporting lost or stolen devices and SIM cards immediately by telephone and confirming in writing; and reporting suspected fraud to us and, where appropriate, to the police and Action Fraud.
17.4 We may operate fraud monitoring, spend thresholds and automatic barring. These tools help reduce risk but are not a guarantee against Fraudulent Use and do not relieve you of your responsibilities under this clause.
17.5 Where we reasonably suspect Fraudulent Use we may, without liability and without prior notice, bar destinations or numbers, suspend accounts or SIMs, reset credentials, cap spend or suspend Services. We will tell you as soon as practicable.
17.6 Where your Order includes a fraud protection service with a stated fraud cap, your liability for Charges arising from any single incident of Fraudulent Use will be limited to that cap, provided you have complied with clause 17.3.
17.7 To protect you from social engineering, we will verify the identity of anyone requesting account changes, SIM swaps, number port-outs, password resets or changes to payment details, and may refuse or delay a request until we are satisfied it is genuine. We are not liable for any delay caused by these checks.
17.8 You will indemnify us against all charges, losses and reasonable investigation costs we incur as a result of Fraudulent Use for which you are responsible under clause 17.2.
17.9 We may withhold or reclaim any revenue share, rebate or payment due to you where we reasonably believe it relates to Fraudulent Use, artificially inflated traffic or a breach of regulatory rules, or where a network operator or regulator withholds or reclaims it from us.
18.1 You do not acquire any ownership or other rights in any telephone number, code or IP address allocated to you. We may withdraw or change any allocated number or code where required by law, regulation, the National Numbering Plan or a Third-Party Provider, and will give you as much notice as is practicable.
18.2 Port-in: you authorise us to request the porting of your numbers to us and must provide accurate account details and a signed letter of authority where required. Porting dates depend on the losing provider and the range holder and are not guaranteed. We are not liable for rejected or delayed ports caused by inaccurate information or by other providers. You remain responsible for ending your contract with your previous provider and for any charges it raises.
18.3 You must not publicise any number, or commit to any advertising using it, until we have confirmed in writing that it is live and tested.
18.4 Port-out: we will not unreasonably refuse or delay a valid request from another provider to port your numbers away, and will follow the processes required by the General Conditions. Porting away does not release you from Charges or Early Termination Charges. Numbers remain available to port for at least one month after termination of the relevant Service (or longer where the General Conditions require), after which they may be returned to the range holder and lost.
18.5 Porting, cease and number administration charges (including charges for non-geographic numbers) are set out in the Price List and apply only to the extent permitted by the General Conditions.
18.6 Mobile switching is covered in Schedule 4. Where industry switching processes apply to connectivity or other Services, we will comply with them.
19.1 On expiry or termination of a Contract or Service, we will provide reasonable assistance for up to 3 months (the Exit Period) to support an orderly transfer of the Services to you or a replacement supplier.
19.2 The following exit assistance is included in the Charges: providing copies of the documentation we hold about your environment (such as network diagrams, asset records and configuration records); transferring administrative control of systems and accounts registered in your name (such as your Microsoft 365 tenant, domain names and DNS); co-operating with valid port-out and switching requests; revoking our access and removing our management and monitoring agents; and one handover meeting of up to 2 hours.
19.3 If you ask, we will agree an exit plan with you and your replacement supplier within 30 days of notice of termination, setting out the timetable, roles and responsibilities. You and your replacement supplier will lead the migration, including arranging number ports, letters of authority, data migration and user identification, and we will co-operate with it.
19.4 Any assistance beyond clause 19.2 (including project management, data extraction, migration work and on-site attendance) is chargeable at our then-current rates in the Price List.
19.5 During the Exit Period, Services that have not yet ceased continue on the terms of the Contract, including the Service Levels, and you must continue to pay the Charges for them.
19.6 If you ask in writing within 30 days after termination, we will return Customer Data we hold in a standard format reasonably available to us. Data held in platforms licensed by us (such as backup or security platforms) will be available for export for 30 days after termination. We will then delete Customer Data within 90 days after termination, except where we must retain it by law or it is held in backups that will be deleted in the normal cycle, and will confirm deletion in writing on request. Reasonable media and extraction costs are chargeable.
19.7 Third-party licences and tools that we provide under our own accounts end on termination, and you must procure replacements.
19.8 We may require payment of all undisputed Charges (including any Early Termination Charges) before providing chargeable exit assistance, but we will not withhold from you access to data held in systems registered in your own name.
19.9 The parties do not intend that any employee will transfer under the Transfer of Undertakings (Protection of Employment) Regulations 2006 at the start or end of any Contract. If any person claims that their employment has transferred, the receiving party may dismiss them within one month, and the party that employed them immediately before the transfer will indemnify the receiving party against the costs of any resulting claim, provided the receiving party acts reasonably to mitigate those costs.
20.1 We will use reasonable endeavours to meet the Service Levels set out in Schedule 9.
20.2 If we fail to meet a Service Level, you will be entitled to Service Credits calculated in accordance with Schedule 9. Service Credits are a price adjustment reflecting the reduced value of the Service, and not a penalty.
20.3 Service Credits are your sole and exclusive financial remedy for any failure to meet a Service Level, including any Incident. This does not affect your right to terminate for Persistent SLA Failure under paragraph 9.9 of Schedule 9 or for material breach under clause 10.1.
20.4 Service Credits count towards our maximum liability under clause 21.3.
21.1 Nothing in the Contract limits or excludes either party’s liability for:
(a) death or personal injury caused by its negligence;
(b) fraud or fraudulent misrepresentation;
(c) breach of the terms implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982; or
(d) any other liability that cannot be limited or excluded by law.
21.2 Nothing in the Contract limits your liability to pay the Charges (including Early Termination Charges) or your liability under clauses 17.8 and 22.1.
21.3 Subject to clauses 21.1 and 21.2, our total aggregate liability to you arising under or in connection with each Contract, whether in contract, tort (including negligence), breach of statutory duty, misrepresentation, restitution or otherwise, in each Contract Year will not exceed an amount equal to the Charges paid and payable by you under that Contract in the 12 months immediately before the event giving rise to the claim (or, in the first Contract Year, the Charges that would be payable in the first 12 months).
21.4 Subject to clause 21.1, our total liability for physical damage to your tangible property caused by the negligence of our personnel will not exceed £1,000,000 for any one event or series of connected events. This amount is in addition to the limit in clause 21.3.
21.5 Subject to clause 21.1, neither party will be liable to the other for any:
(a) loss of profits, revenue, business, contracts, anticipated savings or goodwill (in each case whether direct or indirect);
(b) wasted expenditure or management time;
(c) indirect, special or consequential loss; or
(d) loss or corruption of data, except that where we are responsible for backing up that data under an Order, we will be liable for the reasonable cost of restoring it from the most recent backup we were required to take.
21.6 We are not liable for any failure or delay caused by: a Third-Party Provider’s network or service that is outside our reasonable control; Customer Equipment; your acts or omissions or those of your other suppliers; or our following your instructions.
21.7 You must notify us in writing of any claim within 12 months of the date on which you became aware, or ought reasonably to have become aware, of the facts giving rise to it, failing which the claim will be barred.
21.8 You acknowledge that the Charges reflect the allocation of risk in this clause 21, that you are best placed to insure against losses to your own business, and that the limitations in this clause are reasonable.
22.1 You will indemnify us against all losses, costs, fines and expenses (including reasonable legal fees) arising from any third-party claim or regulatory action resulting from: your breach of the Acceptable Use Policy, Third-Party Terms or applicable law in using the Services; content or communications transmitted using the Services by you or your users; our acting on your written or verbal instructions; your use of unlicensed software; or any consent you give for us to contact third parties on your behalf.
22.2 Our indemnity for intellectual property claims is set out in clause 15.4.
23.1 We will maintain professional indemnity, public liability, employer’s liability and cyber insurance with reputable insurers, at levels appropriate to our business, and will provide evidence on reasonable request.
24.1 Neither party will be liable for any failure or delay in performing its obligations (other than payment obligations) caused by events beyond its reasonable control, including: acts of God, flood, fire, storm, lightning, extreme weather, epidemic or pandemic; war, terrorism or civil unrest; strikes or industrial action (other than of its own workforce); failure or shortage of power supplies; failures of Third-Party Provider networks and services not caused by that party; theft of or damage to cables or infrastructure by third parties; cyber attacks on Third-Party Providers or national infrastructure despite reasonable precautions; supply chain shortages; sanctions; and acts of government, regulators or highway authorities.
24.2 The affected party will notify the other promptly and use reasonable efforts to minimise the effects. We will try to offer temporary alternative services where reasonably practicable.
24.3 If an event of force majeure prevents performance of a Service for more than 60 consecutive days, either party may terminate the affected Service by written notice without liability and without Early Termination Charges.
25.1 During each Contract and for 12 months after it ends, neither party will, without the other’s written consent, directly or indirectly solicit, employ or engage any employee or contractor of the other who has been involved in the Services in the preceding 12 months. This does not prevent recruitment through general advertising not targeted at the other party’s staff.
25.2 If a party breaches clause 25.1, it will pay the other a sum equal to 25% of the individual’s annual gross remuneration at the time they left, as a reasonable estimate of the costs of recruitment and training.
26.1 We may at any time, without your consent, assign, novate, transfer, charge, subcontract or otherwise deal with all or any of our rights, benefits and obligations under any Contract, including the benefit of the Charges and the right to receive payment, to:
(a) any member of our Group;
(b) any person that acquires all or part of our business, undertaking, assets, shares or customer contracts, or that succeeds us as provider of the Services;
(c) any bank, lender, leasing, factoring, invoice finance or other funding provider, whether outright or by way of security; or
(d) any other person, provided the transfer does not materially reduce the Services or your rights under the Contract.
26.2 Where we transfer our obligations, we will give you written notice (which may be by email). From the date stated in that notice, the transferee will be bound by the Contract in our place and we will be released from obligations arising after that date. You irrevocably consent in advance to any such novation or transfer and agree promptly to sign any document and do anything else we reasonably require to give it full effect.
26.3 Where we assign the right to receive payment, you will make payment to the assignee (or as it directs) on receiving notice, without set-off or counterclaim.
26.4 A transfer under this clause will not of itself increase the Charges or reduce your rights under the Contract.
26.5 You agree that we may disclose information about the Contract, and Customer Data where necessary, to any actual or prospective transferee, assignee, acquirer or funder under strict obligations of confidentiality, and transfer Customer Data to a transferee on completion, in each case in accordance with the Data Protection Legislation.
26.6 We may subcontract the performance of any of our obligations. We remain responsible for the acts and omissions of our subcontractors (other than Third-Party Providers of network and platform services) as if they were our own, and will require them to be bound by obligations of confidentiality equivalent to clause 14.
26.7 You may not assign, novate, transfer, charge or otherwise deal with any of your rights or obligations under a Contract without our prior written consent, which we will not unreasonably withhold for a transfer to a solvent member of your Group. You must tell us in writing within 30 days of any change of control of your organisation.
27.1 We may update these Terms and the Policies from time to time. The current version, with its version number and effective date, is published on the Website.
27.2 An updated version of these Terms applies to your existing Contracts:
(a) immediately, where the change is required by law, a regulator or a Third-Party Provider, or is not materially detrimental to you; and
(b) otherwise, from the start of your next Renewal Term, provided we have given you at least 30 days’ written notice.
27.3 Where you are a Relevant Customer, any change to your contractual terms that the General Conditions require to be notified will be notified to you at least one month in advance, and you will have the right to terminate the affected Service without Early Termination Charges where the General Conditions provide for it.
27.4 Either party may request a change to the scope of the Services. The request must be made in writing. We will assess its impact on the Services, Charges and timetable, normally within 5 Business Days, and any agreed change will be recorded in a new or amended Order or Statement of Work, which will supersede the previous one to the extent of the change. If a change is not agreed, we will continue to provide the Services as previously agreed.
27.5 Except as set out in this clause 27, no variation of a Contract is effective unless it is in writing and signed by a director of IPEX and an authorised representative of the Customer.
28.1 Notices under a Contract must be in writing and delivered by hand, sent by pre-paid recorded or special delivery post, or sent by email. Notices to us must be sent to our registered office or to info@ipex.technology. Notices to you may be sent to your registered office or principal place of business, or to the email address of any Authorised Contact.
28.2 Notices to terminate a Service must be given as set out in clause 28.1. Notice given verbally, or to an engineer or member of our support team through a support ticket, is not valid notice of termination.
28.3 A notice is deemed received: if delivered by hand, on delivery; if sent by recorded or special delivery post, on the second Business Day after posting; and if sent by email, at the time of transmission or, if that is outside Business Hours, when Business Hours next begin, provided no delivery failure message is received.
28.4 This clause does not apply to the service of legal proceedings.
29.1 If you are dissatisfied with any aspect of the Services, you should raise it with your account manager in the first instance. If it is not resolved within 10 Business Days, you may escalate it to our Head of Operations and then, if still unresolved after a further 10 Business Days, to a director of IPEX, who will investigate and respond.
29.2 Our Complaints Code of Practice is published on the Website. Where you are a Relevant Customer and your complaint about Communications Services is not resolved within 8 weeks, or we issue a deadlock letter, you may refer it free of charge to the Ofcom-approved alternative dispute resolution scheme of which we are a member: [ADR scheme name].
29.3 Nothing in this clause prevents either party from seeking urgent injunctive or other interim relief.
30.1 Relationship: the parties are independent contractors. Nothing in a Contract creates a partnership, joint venture, agency or fiduciary relationship.
30.2 Compliance: each party will comply with the Bribery Act 2010, the Modern Slavery Act 2015 and applicable sanctions and export control laws. You confirm that you are not a sanctioned person.
30.3 Publicity: we may refer to you by name as a customer unless you tell us in writing that you object. Neither party will use the other’s logo or trade marks without consent.
30.4 Entire agreement: each Contract is the entire agreement between the parties about its subject matter and supersedes all previous agreements, representations and understandings. Each party acknowledges that it has not relied on any statement or representation that is not set out in the Contract. Nothing in this clause limits liability for fraud.
30.5 Waiver: a failure or delay in exercising a right or remedy is not a waiver of it.
30.6 Severance: if any provision of a Contract is found to be invalid or unenforceable, it will be modified to the minimum extent necessary to make it valid or, if that is not possible, deleted, and the remaining provisions will continue in full force.
30.7 Third-party rights: no one other than the parties and their permitted successors and assigns has any right to enforce a Contract under the Contracts (Rights of Third Parties) Act 1999.
30.8 Counterparts and electronic signature: an Order may be signed in counterparts and by electronic signature or online acceptance, each of which is binding.
30.9 Governing law and jurisdiction: each Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it, is governed by the law of England and Wales, and the courts of England and Wales have exclusive jurisdiction.
1.1 Scope: Managed IT Services may include, as set out in the Order: service desk support by telephone, email and portal; remote support; scheduled technical support visits; prioritised call-out; monitoring and patch management; network infrastructure support; hardware support; third-party software vendor liaison; asset management; and account management and service reviews.
1.2 Covered users and devices: Charges are calculated per user, device or site as set out in the Order. You must tell us when users or devices are added, and we may bill from the date they are added. We may periodically check user and device counts and adjust the Charges to match actual usage, subject to any committed minimum.
1.3 Service desk: telephone support is unlimited in the number and frequency of calls, subject to the Acceptable Use Policy. All requests must be logged with our helpdesk on 0330 058 0699, by email to service@ipex.technology or through our support portal. An Incident is not live until we have issued a ticket reference.
1.4 Information required: when logging an Incident, you must provide a clear description of the fault (including any error messages), the make, model, serial number and location of any affected equipment, and a site contact name. If you do not provide this information, we may not be able to treat the request as an Incident.
1.5 Callbacks: where you report an Incident by voicemail, email or portal, we will attempt to contact you within the applicable response time. If we cannot reach you after three attempts, we may close the ticket.
1.6 Closure: we may close a ticket where no fault is found or the equipment works correctly when tested, including after investigating an intermittent fault.
1.7 Scheduled visits: where the Order includes scheduled visits, they will take place at the agreed intervals. You decide the priorities and provide a prioritised list of work for each visit. Our technician will sign in under your procedures, record the work done and ask you to sign it off. It may not be possible to complete all tasks in a visit; you are responsible for carrying outstanding tasks forward to the next list. Unused visits do not roll over and are not refundable. A visit you cancel on less than 2 Business Days’ notice counts as used. Incidents between visits may be logged as separate call-outs and do not reduce your visit allowance.
1.8 Call-out: where an Incident cannot be resolved by telephone or remote support, we will allocate an engineer with appropriate skills from our engineering team. Call-outs are dealt with in priority order and otherwise on a first come, first served basis. Where a critical failure occurs, we may redirect resources and reschedule previously arranged non-critical visits.
1.9 Hardware support: where the Order includes hardware cover for a device, we will perform maintenance and replace non-proprietary parts (such as hard drives and memory) at no extra charge, with no limit on the number of times a device is attended to. Proprietary, manufacturer-specific or non-user-serviceable parts (such as laptop motherboards) are chargeable. We will always use any available warranty first. Our engineers carry commonly replaced components where practical.
1.10 Hardware not covered for replacement parts: uninterruptible power supplies, network switches (unless you have ordered a managed network Service), monitors, tape drives, printers and consumables. We will still assist with troubleshooting these items. Only Equipment purchased from and warranted by us is eligible for warranty claims managed by us.
1.11 Beyond economic repair: a device is beyond economic repair where the parts needed are no longer available or their cost exceeds 50% of the cost of a new equivalent device.
1.12 Workshop repairs: we aim to return workshop repairs within 5 Business Days of collection from your site.
1.13 Third-party software: at your request we will liaise with your third-party software vendors on your behalf. You must hold a current support agreement with the vendor where required.
1.14 Unsupported systems: where a manufacturer or vendor has ended support for hardware or software (including end-of-life operating systems), we will provide support on a reasonable endeavours basis only and the Service Levels will not apply.
1.15 Onboarding: we take on your environment in the condition in which we find it. Remediation of pre-existing issues identified during onboarding is chargeable unless included in the Order.
1.16 Out of scope: unless included in the Order, the following are chargeable at Price List rates: projects, new installations, office moves, cabling, procurement, training beyond incidental guidance, work outside Business Hours, recovery from incidents caused by you or your users, and work resulting from any exclusion in paragraph 1.17.
1.17 Exclusions: the Service Levels and inclusive support do not apply to faults caused by: use of equipment for a purpose for which it was not designed; alteration or repair by anyone other than us without our prior written approval; accidents, fire, lightning, flood or water damage; theft or loss; relocation of equipment without our agreement; unsuitable ancillary equipment; electrical work external to the equipment; fluctuations in the electricity supply; poor environmental conditions; or malware, ransomware or other malicious code where you have declined or delayed updates or security measures we recommended.
2.1 Scope: Telephony Services may include hosted and cloud telephony, SIP trunks, Microsoft Teams calling, number hosting, geographic and non-geographic numbers, contact centre functionality, call recording, secure payment (PCI) solutions and associated handsets and Equipment, as set out in the Order.
2.2 Dependencies: VoIP Services depend on a suitable internet connection and local network, including adequate bandwidth and quality of service configuration. Where we do not provide or manage your connectivity and local network, we do not guarantee call quality.
2.3 Emergency calls: VoIP Services may not work during a power cut or loss of internet connection. You must give us, and keep up to date, the correct address for each number and user so that emergency services can locate callers; tell users of any limitations (including for remote and home workers); and make alternative arrangements (such as mobile phones) where needed, particularly for vulnerable people.
2.4 Digital switchover: the UK’s analogue and ISDN networks are being withdrawn. You must tell us about any lines used for alarms, lifts, door entry, telecare, card payment terminals, franking machines or fax. We are not responsible for the compatibility of such devices with digital services unless we have agreed in writing to assess and migrate them.
2.5 Fair use: inclusive minutes are subject to the Acceptable Use Policy. You must not use inclusive bundles for auto-diallers, predictive dialling, bulk outbound calling or call termination services, or connect GSM gateways or SIM boxes, unless we have agreed in writing. You must give us at least 30 days’ notice of any expected significant increase in usage.
2.6 Call charges: calls are charged at the rates in the Order or the Price List, subject to the minimum call charge and billing increment set out there.
2.7 Calling line identity: you may only present calling line identities (CLIs) that you are authorised to use and that are valid and diallable. We may block calls presenting invalid CLIs.
2.8 Marketing and nuisance calls: you are responsible for complying with the Privacy and Electronic Communications Regulations, the Telephone Preference Service and Ofcom’s persistent misuse rules.
2.9 Call recording and PCI: you are the Controller of call recordings and are responsible for having a lawful basis, informing callers, setting retention periods and meeting any regulatory recording requirements. Where you order our secure payment solution, it is designed to remove card data from recordings and your environment within the scope described in the Order; you remain responsible for your own PCI DSS compliance.
2.10 Migration: you authorise us and our agents, subject to an agreed scope of works, to reprogram or remove existing access equipment in order to provide the Services. Charges raised by your existing maintainer are your responsibility.
2.11 Directory listings: if you cancel a directory listing, you remain liable for its Charges until the next directory publication.
2.12 Numbers and porting are subject to clause 18.
3.1 Scope: Connectivity Services may include broadband (including FTTP and SoGEA), Ethernet leased lines, SD-WAN, managed Wi-Fi, IP transit, and 4G and 5G primary or backup connections, as set out in the Order.
3.2 Survey and availability: acceptance of a connectivity Order is subject to survey and confirmation of availability by our Third-Party Providers. Lead times are estimates and depend on the carrier.
3.3 Excess construction charges: if a carrier quotes excess construction or other additional charges, we will notify you. You may accept them or cancel the affected Order within 10 Business Days without liability, other than for survey and third-party costs already incurred. Where a line does not become operational for any reason other than our default, we may charge the survey, provisioning and engineering costs set out in the Price List, together with any third-party charges.
3.4 Site readiness: you must provide wayleaves, landlord consents, internal cabling routes, power and suitable space for Equipment. Missed appointments and aborted visits caused by you may be charged at Price List rates, together with any carrier charges.
3.5 Speeds: speeds quoted are estimates and depend on factors outside our control, including distance from the exchange or cabinet, the quality of the infrastructure, in-building wiring and network congestion.
3.6 Fault reporting: before reporting a fault you must carry out any basic checks we reasonably request, such as confirming power to and restarting the router. Where a carrier engineer visit finds no fault, or a fault in Customer Equipment or wiring, we may pass on the carrier’s charges together with the administration fee in the Price List.
3.7 Carrier-dependent faults: where resolution of an Incident depends on a carrier’s network, the resolution time will be the carrier’s repair target for that product, as stated in the Order, and our Service Levels will apply to our response, diagnosis and escalation.
3.8 Equipment and addressing: routers and customer premises equipment remain our property unless sold to you. IP addresses are assigned to you for the term of the Service only and must be returned on termination.
3.9 Traffic management: we and our carriers may use reasonable traffic management to protect the network and all users.
3.10 Moves: relocating a connectivity Service is treated as a new Order and may start a new Minimum Term.
4.1 Network: mobile Services are provided using the networks of our mobile network operator partners, whose Third-Party Terms apply. Coverage is not guaranteed and may be affected by location, buildings, terrain, weather and network maintenance.
4.2 Tariffs: Charges for line rental, bundles, out-of-bundle usage, roaming, international and premium rate calls and data are set out in the Order and the Price List. Roaming charges may apply outside the UK.
4.3 Spend control: on request, and where supported by the network, we will apply bars, spend caps or usage alerts to your connections.
4.4 Lost and stolen devices: you must report lost or stolen devices and SIM cards immediately by telephone to our helpdesk and confirm in writing. Clause 17.2 applies to Charges incurred before we can bar the SIM.
4.5 SIM swaps and port-outs are subject to the identity checks in clause 17.7.
4.6 Devices: handsets and devices may be sold outright, supplied under a separate device finance agreement, or funded through an airtime subsidy or technology fund. Any unrecovered subsidy or fund is included in the Early Termination Charges. We will not supply locked devices where the General Conditions prohibit it. Device insurance is not included unless stated in the Order.
4.7 Switching: you may request a PAC or STAC, including by text, in accordance with the General Conditions. Switching away does not release you from Charges or Early Termination Charges.
4.8 Upgrades: early upgrades may be subject to Early Termination Charges or upgrade fees and start a new Minimum Term for the upgraded connection, subject to clause 4.3 where you are a Relevant Customer.
4.9 Prohibited use: SIM cards may only be used in handsets, tablets and approved devices. You must not use them in GSM gateways, SIM boxes, or machine-to-machine devices unless on an IoT tariff.
5.1 Reseller: we provide Microsoft 365 and other cloud subscriptions as a Microsoft Cloud Solution Provider partner, directly or through a distributor. You must accept the Microsoft Customer Agreement and any other applicable Third-Party Terms before we can provision licences.
5.2 Your tenant: your Microsoft 365 tenant is registered in your name and you own your data in it. We will hold delegated administrative access using least-privilege, time-limited permissions. You may revoke this access, but doing so may prevent us from providing the Services.
5.3 Commitments: licences are provided on the term and billing frequency set out in the Order (for example, monthly, annual or multi-year) and are governed by the vendor’s rules. Reductions and cancellations are only possible within any cancellation window the vendor permits. After that window you must pay for the full commitment term, even if the Contract ends earlier. Licence quantities added during a term are co-terminous with that term.
5.4 Renewal: subscriptions renew automatically at the end of their term on the vendor’s then-current pricing unless you instruct us in writing at least 30 days before the renewal date.
5.5 Pricing: the vendor may change its prices, including currency adjustments and premiums for monthly billing. We will pass these changes on to you under clause 8.3.
5.6 Vendor availability: availability of Microsoft and other cloud platforms is governed by the vendor’s service level agreement. Vendor outages are not counted against our Service Levels. We will pass on to you any service credits we receive from the vendor that relate to your subscriptions.
5.7 Backup: vendor data retention is not a backup. Unless you order our cloud backup Service, you are responsible for backing up your data.
5.8 Security baseline: we recommend multi-factor authentication and conditional access for all users. Where you decline recommended security controls, paragraph 1.17 of Schedule 1 applies.
5.9 AI features: Microsoft 365 Copilot and other AI features are also subject to Schedule 7.
5.10 Migrations: tenant and data migrations are provided under a Statement of Work. You must ensure your data is backed up before a migration begins.
6.1 Scope: Cyber Security Services may include managed firewalls, endpoint protection, endpoint detection and response, managed detection and response and security operations centre services, email security, vulnerability scanning, penetration testing, security awareness training, backup and disaster recovery, and support for Cyber Essentials certification, as set out in the Order.
6.2 No guarantee: Cyber Security Services reduce risk but cannot prevent all attacks. We do not guarantee that your systems will be free from compromise, malware, data loss or disruption.
6.3 Your responsibilities: you must approve and allow the installation of updates promptly; implement our reasonable security recommendations or accept the risk in writing; use multi-factor authentication; train your staff; not disable or remove our security agents; tell us of changes to your environment; maintain your own incident response and business continuity plans; and consider appropriate cyber insurance.
6.4 Managed firewalls: we will configure and manage firewalls in line with the agreed security policy. Changes are made through our change process, and standard changes are included subject to fair use. Firewall security subscriptions must be kept current; if they lapse, protection may be reduced or lost.
6.5 Monitoring: security alerts are monitored 24 hours a day only where the Order includes a 24/7 monitoring, MDR or SOC Service. Otherwise, alerts are reviewed during Business Hours.
6.6 Containment: where we detect a threat, you authorise us to take reasonable containment action without prior notice, including isolating devices, disabling accounts and blocking traffic. We are not liable for disruption caused by reasonable containment action taken in good faith.
6.7 Incident response: investigation, forensic and recovery work beyond initial containment is chargeable at Price List rates unless included in an incident response retainer.
6.8 Ransom and extortion: we will not negotiate with, or make any payment to, attackers on your behalf. Any decision about such matters is yours and must comply with law, including sanctions.
6.9 Testing: we will only carry out penetration tests and vulnerability scans with your written authorisation and an agreed scope. You confirm that you have authority over the systems in scope (including obtaining consent from any hosting provider) and accept that testing may cause disruption.
6.10 Regulatory notifications: as Controller, you are responsible for any notification to the Information Commissioner, regulators, insurers or affected individuals. We will provide reasonable assistance.
6.11 Backup and recovery: backups are taken with the frequency and retention set out in the Order. Recovery point and recovery time objectives are targets, not guarantees. You should test restores periodically, and we will carry out restore tests where included in the Order.
6.12 Exclusions: we are not responsible for compromises of systems outside our managed scope, attacks exploiting vulnerabilities for which no remedy was available, the actions of your own staff or users, or incidents arising where you declined our recommendations.
7.1 Scope: AI Services may include AI readiness assessments and consultancy, the deployment and configuration of AI tools (such as Microsoft 365 Copilot and Copilot Studio), custom AI agents and chatbots, voice AI and AI-enabled telephony features (such as transcription, summarisation and sentiment analysis), automation workflows and associated licences, as set out in the Order or Statement of Work.
7.2 Third-party models: AI Services may use models and platforms provided by Third-Party Providers, and their Third-Party Terms apply. Providers may change, update or withdraw models and features, and we may substitute reasonably equivalent models.
7.3 Nature of outputs: AI outputs are generated automatically and may be inaccurate, incomplete, biased or similar to outputs generated for others. You are responsible for reviewing outputs before relying on them, and for appropriate human oversight, particularly for decisions with legal or similarly significant effects on individuals. AI outputs are not professional, legal, financial or medical advice.
7.4 Your responsibilities: you must ensure that you have a lawful basis to use your inputs, including Personal Data; carry out data protection impact assessments where required; tell people when they are interacting with AI or when their calls are transcribed or analysed; review permissions in your systems so that AI tools do not expose data to users who should not see it; and comply with all laws and regulations that apply to your use of AI, including the EU AI Act where you use AI Services in the EU.
7.5 Prohibited uses: you must not use AI Services for any unlawful, harmful, deceptive or discriminatory purpose, to create malicious code, to impersonate others, for unlawful biometric identification, or in breach of the Acceptable Use Policy or Third-Party Terms.
7.6 Your data: your inputs and outputs are Customer Data. We will not use Customer Data to train or fine-tune AI models for the benefit of anyone else and, where a Third-Party Provider offers the option, we will configure the AI Services so that your data is not used for model training. Customer Data may be processed by Third-Party Providers, including outside the UK, subject to the safeguards in Schedule 10.
7.7 Intellectual property: as between the parties, you own your inputs and, to the extent the law allows, the outputs. We own our prompts, agent designs, workflows and templates under clause 15.2. We do not warrant that outputs will not infringe third-party rights.
7.8 Usage charges: consumption-based Charges (for example, per message, per minute, per token or per credit) are billed as set out in the Order and the Price List. You are responsible for usage by your users and agents. Spend limits are available on request where supported.
7.9 Pilots: proofs of concept, pilots and previews are provided as they are, without Service Levels, and may be ended at any time.
7.10 Service Levels: the Service Levels apply to the availability of the parts of the AI Services we control. The accuracy or quality of an output is not an Incident.
7.11 Changes in law: we may modify or suspend AI Services where necessary to comply with law, regulatory guidance or Third-Party Terms.
8.1 Statements of Work: installations, migrations, cabling and other project work are described in a Statement of Work. Work not described in the Statement of Work is out of scope and must be agreed and authorised in writing before it starts.
8.2 Working hours: work is carried out during Business Hours over a consecutive timeframe unless otherwise agreed. Work outside Business Hours at your request is charged at our out-of-hours rates.
8.3 Assumptions: areas we reasonably consider hazardous are excluded from scope. Disposal of packaging and waste is not included. Unless the Statement of Work says otherwise, we are not obliged to mount or fix any cable, hardware or product to any building or structure, or to run cable above, below, behind or through any ceiling, floor or wall.
8.4 Your responsibilities: in addition to clause 6, you must provide a project contact with decision-making authority (who may be your third-party IT provider) and any permits required before we arrive. Our personnel may decline tasks outside their skills and experience.
8.5 Scheduling: the start date will be agreed after the Contract is formed. If a start date is not agreed, the parties will work together in good faith to agree one. Any disruption to the agreed start date caused by you may result in additional Charges. Durations stated are estimates and include travel time.
8.6 Cancellation and rescheduling: if you cancel or reschedule booked work with less than 5 Business Days’ notice, we may charge 50% of the Charges for the affected days, and 100% if less than 2 Business Days’ notice is given.
8.7 Acceptance: deliverables are accepted on the earliest of your written sign-off, live use of the deliverable, or 5 Business Days after we notify you of completion unless you notify us within that period of a material non-conformity with the Statement of Work. We will correct any notified non-conformity and the acceptance process will repeat for the corrected items.
8.8 Rates: additional engineering days (on site or remote) and other professional services are charged at the rates in the Price List.
9.1 Application: this Schedule applies to Services for which the Order includes support. The Service Levels apply during Business Hours unless the Order includes extended or 24/7 cover, in which case they apply during the hours stated in the Order.
9.2 Priority levels and targets:
Priority | Definition | Response | Resolution target |
P1 — Critical | Complete loss of a Service or of a business-critical function affecting all or most users or a whole site, with no workaround. Includes an active security incident such as ransomware. | 15 minutes | 1 hour |
P2 — High | Significant degradation affecting a significant number of users or a business-critical function, or loss of a Service where a workaround exists. | 30 minutes | 4 hours |
P3 — Medium | Limited degradation affecting a limited number of users or a non-critical function. The business can continue to operate. | 2 hours | 8 hours |
P4 — Low | Minor issue affecting a single user, a service request, change request or “how to” question. | 4 hours | Next Business Day |
9.3 Definitions and measurement:
(a) Response means acknowledgement by a qualified engineer (not an automated message) and the start of work on the Incident.
(b) Resolution means that the Service has been restored or an acceptable workaround is in place. A permanent fix may follow.
(c) Times are measured from the issue of a ticket reference, during the applicable service hours. P1 and P2 Incidents must be reported by telephone.
(d) We will assign the priority level acting reasonably and taking your view into account, and may change it as more information becomes available.
9.4 Clock stops: the time taken to respond or resolve does not include: Customer Dwell Time; time taken by Third-Party Providers (including carriers, mobile network operators, Microsoft, cloud platforms and AI model providers) to resolve faults in their networks or services, for which our target is to respond, diagnose and escalate within the applicable times; delivery time for replacement parts; planned and emergency maintenance; any exclusion in paragraph 1.17 of Schedule 1; force majeure; matters outside the managed scope of the Order; and any period of suspension under clause 9.
9.5 On-site attendance: where resolution requires on-site attendance or replacement hardware, the resolution target is replaced by an on-site attendance target, measured from our decision that a visit is required, of 4 working hours for P1 Incidents and 2 Business Days for other Incidents. On-site targets are targets and not guaranteed fix times.
9.6 Connectivity: resolution of carrier-dependent connectivity faults is governed by paragraph 3.7 of Schedule 3. Where we receive service credits from a carrier relating to your circuit, we will pass them on to you.
9.7 Service Credits: where we fail to meet a Service Level for reasons within our reasonable control, the following Service Credits apply, calculated as a percentage of the monthly recurring Charges for the affected Service in the month in which the failure occurred:
Failure | Service Credit |
P1 response target missed | 5% |
P1 resolution target missed | 5% for each full hour (within service hours) beyond the target |
P2 response target missed | 2% |
P2 resolution target missed | 2.5% for each full 4 hours (within service hours) beyond the target |
P3 and P4 | No Service Credits. Performance is reported in service reviews. |
9.8 Service Credit conditions:
(a) Total Service Credits in any month will not exceed 25% of the monthly recurring Charges for the affected Service.
(b) You must claim Service Credits in writing within 30 days after the end of the month in which the failure occurred, quoting the ticket references.
(c) Service Credits are not available while any undisputed amount is overdue.
(d) Service Credits will be applied to a future invoice. They are not payable in cash, except on your final invoice where no further invoices will be issued.
(e) Service Credits are your sole financial remedy for failure to meet the Service Levels, as set out in clause 20.
9.9 Persistent SLA Failure: a Persistent SLA Failure occurs where, for reasons within our reasonable control, we fail to meet the P1 resolution target for the same Service on 3 or more occasions in any rolling 6-month period, or a P1 Incident affecting 50% or more of your users of a Service remains unresolved for more than 48 consecutive hours. Within 30 days after a Persistent SLA Failure, you may terminate the affected Service on 30 days’ written notice. In that case the Early Termination Charges in clause 11.2(a) and (b) will not apply, but charges under clause 11.2(c) for third-party commitments remain payable to the extent you continue to receive the benefit of them.
9.10 Contact and escalation:
Route | Details |
Helpdesk (telephone) | 0330 058 0699 |
Helpdesk (email and portal) | service@ipex.technology and our support portal |
First escalation | Your account manager |
Second escalation | Head of Operations |
Final escalation | A director of IPEX |
10.1 This Schedule applies where we process Personal Data as your Processor.
10.2 We will:
(a) process Personal Data only on your documented instructions, which are set out in the Contract, unless required to do otherwise by law (in which case we will tell you unless the law prohibits this);
(b) ensure that our personnel who process Personal Data are bound by obligations of confidentiality;
(c) implement appropriate technical and organisational measures to protect Personal Data, as required by Article 32 of the UK GDPR;
(d) not engage another processor without your general authorisation. You authorise the sub-processors on our list, which is available on request or on the Website. We will notify you of any intended addition or replacement, and you may object on reasonable data protection grounds within 14 days. If we cannot reasonably address your objection, you may terminate the affected Service without Early Termination Charges. We will impose equivalent data protection obligations on each sub-processor and remain liable for its performance;
(e) not transfer Personal Data outside the UK unless the transfer is to a country covered by UK adequacy regulations or is subject to appropriate safeguards, such as the International Data Transfer Agreement or the UK Addendum to the EU Standard Contractual Clauses;
(f) assist you, taking into account the nature of the processing, in responding to requests from Data Subjects and in meeting your obligations on security, breach notification, data protection impact assessments and prior consultation. Assistance beyond what is reasonable may be charged at Price List rates;
(g) notify you without undue delay, and in any event within 48 hours, after becoming aware of a Personal Data Breach affecting your Personal Data, and provide the information you reasonably need to meet your obligations;
(h) at the end of the Services, delete or return Personal Data in accordance with clause 19.6; and
(i) make available the information reasonably necessary to demonstrate compliance with this Schedule and allow audits by you or your appointed auditor no more than once in any 12-month period (unless following a Personal Data Breach or required by a regulator), on at least 30 days’ notice, during Business Hours, subject to confidentiality and at your cost.
10.3 Processing details:
Item | Details |
Subject matter and duration | Provision of the Services for the term of the Contract and any Exit Period |
Nature and purpose | Hosting, storage, support, monitoring, security, backup, communications, AI processing and other processing necessary to provide the Services |
Types of Personal Data | Contact details, user account and identity data, communications content and metadata, call recordings and transcripts, device and usage data, and any Personal Data contained in Customer Data |
Categories of Data Subject | Your employees, contractors, customers, suppliers and other individuals whose data is contained in Customer Data or communications |
