END-USER TERMS AND CONDITIONS

BY CLICKING ‘ACCEPT & SIGN’ AND CONFIRMING THE SERVICE ORDER FORM, YOU AGREE TO THE TERMS OF THIS END-USER AGREEMENT (THE ‘AGREEMENT’) WHICH WILL BIND YOU. THE TERMS OF THIS AGREEMENT INCLUDE THE SERVICE ORDER FORM. YOU MAY RETAIN OR PRINT A COPY OF THIS AGREEMENT FOR YOUR OWN RECORDS. THE AGREEMENT DATE WILL BE DEEMED AS THE DATE YOU ACCEPT THE TERMS OF THIS AGREEMENT (‘THE AGREEMENT DATE’). THE ABOVE 'CONTRACTED TERM' IS FROM YOUR SERVICE/S ACTIVATION DATE/S.

BETWEEN:

(1) SPOKE TELECOM LIMITED T/A Spoke Technology (company number 13160073) of Spaces - Lewis Building, Bull Street, Birmingham, B4 6AF (‘Spoke Telecom’); and

(2) You (the ‘End-User’ or ‘You’).

Each a ‘Party’ and together the ‘Parties’.

BACKGROUND

(A) Spoke Telecom provides various internet connectivity, telecoms products, and managed services.

(B) The End-User will purchase the Products from Spoke Telecom, in return for the fees set out in this Agreement.

AGREED

1. DEFINITIONS & INTERPRETATION

1.1. The following words used in this Agreement have the meanings below:

1.1.1. ‘Control’ means the beneficial ownership of more than 50% of the issued share capital of a company or the legal power to direct or cause the direction of the management of the company.

1.1.2. ‘Fees’ mean the fees for the Products, not including the Upfront Fees, as set out in the Service Order Form.

1.1.3. ‘Month’ means each calendar month.

1.1.4. ‘Products’ mean various hardware, software and associated support services relating to information technology, telecommunications, telephone airtime, internet connectivity, VOIP, IT support services, business telephone software and hardware, telephone software integration, mobile phones, routers, PC support, disaster recovery and cyber security services provided by Spoke Telecom at the date of this Agreement and as may be amended by Spoke Telecom from time to time.

1.1.5. ‘Service Order Form’ means the form set out in the Schedule.

1.1.6. ‘Third Party Products’ mean products within the Products, provided by third party suppliers.

1.1.7. ‘Upfront Fees’ means the fees for any hardware included in the Products purchased by the End-User, as set out in the Service Order Form.

1.2. The headings in this Agreement are for ease of reference only and will not affect its interpretation.

1.3. References to ‘including’ in this Agreement in the context of a list or description of items will be construed as meaning ‘including without limiting the generality of the foregoing’, such that the items following are merely examples of items which are included and/or items which are identified as being included for the avoidance of any doubt as to their inclusion, and such items are not descriptive of the class of items which may be included.

2. OBLIGATIONS IN OUTLINE

2.1. Spoke Telecom will subject to the remaining terms of this Agreements:

2.1.1. supply the Products to the End-User as per the Service Order Form; and

2.1.2. charge the Fees and Upfront Fees to the End-User, in accordance with clause 4.

2.2. The End-User will subject to the remaining terms of this Agreement pay the Fees and Upfront Fees to Spoke Telecom.

3. THE PRODUCTS

3.1. Spoke Telecom will provide the Products as prescribed in the Service Order Form.

3.2. Spoke Telecom makes no warranty, express or implied, to the End-User as to the quality of the Products and the End-User should contact the manufacturer if there are any issues with the Products.

3.3. Where the Products include a UK Talk Time Bundle, such service is subject to a Fair Usage Policy corresponding to the allowance set out in the Service Order Form (such as 1,000 or 2,000 minutes per installation or site per Month) for calls made between 08:00 and 20:00 (Monday to Friday). This bundle strictly excludes premium rate numbers and non-geographic numbers. If the End-User exceeds this allocated limit, dials an excluded destination, or makes calls outside of 08:00 to 20:00 (Monday to Friday), such minutes will be charged at Spoke Telecom's standard out-of-bundle rates. The full call rate card is available upon request. Any additional fees incurred will be added to the subsequent Month’s invoice as Fees and are payable in accordance with the payment terms set out in clause 4.

3.4. Where the Products include an International Talk Time Bundle, such service is subject to a Fair Usage Policy corresponding to the specific bolt-on purchased (such as 200, 500, or 1,000 minutes per installation or site per Month) as specified in the Service Order Form for calls made between 08:00 and 20:00 (Monday to Friday). This bundle applies exclusively to standard landline and mobile numbers within the agreed included countries and strictly excludes premium rate numbers, non-geographic numbers, and high-cost global destinations. If the End-User exceeds their allocated bolt-on limit, dials an excluded destination, or makes calls outside of 08:00 to 20:00 (Monday to Friday), such minutes will be charged at Spoke Telecom's standard out-of-bundle international rates. The full international call rate card is available upon request. Any additional fees incurred will be added to the subsequent Month’s invoice as Fees and are payable in accordance with the payment terms set out in clause 4.

3.5. Where Spoke Telecom does not directly manage the End-User's internal networks, PBX systems, or hardware as part of the Products, the End-User is solely responsible for maintaining the security of such equipment, passwords, and SIP credentials. While Spoke Telecom will use reasonable endeavours to monitor call traffic, set usage limits, and implement standard fraud checks or automated cut-offs, these measures do not guarantee the prevention of all toll fraud. Spoke Telecom shall not be liable for any unauthorised access, hacking, or toll fraud committed by third parties exploiting systems or credentials not managed by Spoke Telecom. The End-User accepts full financial liability for all Fees, call charges, and out-of-bundle costs resulting from such unauthorised use or fraudulent traffic originating from the End-User's unmanaged systems. All such charges will be invoiced as Fees and are payable in accordance with the payment terms set out in clause 4.

4. PAYMENT

4.1. The End-User will pay the Fees and any Upfront Fees, as set out in the Service Order Form, in accordance with this clause 4.

4.2. Spoke Telecom will invoice the End-User within 30 days from the Agreement Date for the Upfront Fees, if applicable.

4.3. Spoke Telecom will invoice the End-User at the beginning of each Month for the Fees.

4.4. Within the first 30 days of this Agreement, the End-User will set up an automatic direct debit arrangement to pay the Fees monthly. Spoke Telecom reserves the right not to process a Service Order Form if the automatic direct debit arrangement is not completed.

4.5. The Fees and Upfront Fees are payable within 14 days of the invoices from Spoke Telecom. If the End-User fails to pay any of the Fees or Upfront Fees on the due date, Spoke Telecom may, without prejudice to its other rights and remedies, charge the End-User interest in respect of the sum overdue in accordance with The Late Payment of Commercial Debts (Interest) Act 1998 from the due date for payment to the date of actual payment (both dates inclusive) and Spoke Telecom will be entitled to reimbursement of all expenses (including legal fees) incurred with respect to collection of the overdue Fees and Upfront Fees.

4.6. If the End-User fails to comply with any of the terms of payment for more than 7 days after the due date of the invoice or any other written demand for payment, Spoke Telecom reserves the right to suspend the provision of the Products under this Agreement until payment has been made.

4.7. Spoke Telecom reserves the right to increase the Fees and Upfront Fees on 30 days’ written notice during the term of this Agreement, in line with the Consumer Price Index.

4.8. All amounts and fees stated or referred to in this Agreement:

4.8.1. will be payable in pounds sterling; and

4.8.2. are exclusive of value added tax, which will be added at the appropriate rate.

5. TERM AND TERMINATION

5.1. The Agreement will commence on the Agreement Date and will continue unless terminated early under clauses 5.2, 5.3 or 5.4.

5.2. The Agreement may be terminated at any time on 90 days’ written notice by either Party.

5.3. Either Party may terminate this Agreement immediately by giving notice in writing if:

5.3.1. if the other Party commits a material breach of this Agreement which has not been remedied after 14 days written notice of the breach (such notice expressly referring to possible termination of this Agreement); or

5.3.2. if the other Party enters into any arrangement or composition with its creditors, commits any act of bankruptcy or (being a corporation) if an order is made or an effective resolution is passed for its winding up (except for the purposes of amalgamation or reconstruction), or if a petition is presented to court, or if a receiver and manager, receiver, administrative receiver or administrator is appointed in respect of the whole, or any part of, the other Party's undertaking or assets or there are reasonable grounds for anticipating the occurrence of any of these events within the foreseeable future.

5.4. Spoke Telecom may terminate this Agreement at any time by giving at least 30 days’ written notice to the End-User if the End-User undergoes a change of Control or if the End-User has announced that the End-User will undergo a change of Control.

5.5. Unless expressly stated otherwise in a Service Order Form, upon termination of this Agreement under Clause 5.2, no further Service Order Forms shall take effect but current Service Order Forms shall be performed as if the terms in this Agreement continued in effect.

5.6. Termination of this Agreement, however arising, will be without prejudice to the rights and duties of either Party accrued prior to termination. Those clauses of this Agreement which are expressly or impliedly intended to continue after termination will continue in effect after termination.

5.7. Any outstanding Fees from the End-User upon termination of this Agreement will be paid to Spoke Telecom within 28 days of the termination date.

5.8. In the event of a cancellation, export, or termination of any specific Product by the End-User, regardless of whether this Agreement remains in effect, the End-User shall be liable to pay a service cancellation charge. This charge will be calculated based on any third-party supplier fees and reasonable administrative costs incurred by Spoke Telecom to execute the cancellation or export. This charge is in addition to any outstanding Fees or Upfront Fees owed for that specific Product and is payable in accordance with the payment terms in clause 4.

6. MANAGED SERVICES

6.1. The End-User will notify Spoke Telecom as soon as practicable of any issues or complaints. For any issues with the Product’s hardware, the End-User should contact the manufacturer directly.

6.2. Spoke Telecom will aim to resolve any issues reported by the End-User as soon as practicable.

6.3. Spoke Telecom will be available for maintenance call outs on Monday to Friday, from 9am to 5pm.

6.4. Spoke Telecom will use reasonable endeavours to send an engineer to out of office maintenance call outs. Out of hours are from 5pm to 10pm, on Monday to Friday.

6.5. Any out of hours maintenance call outs will be charged in addition to the Fees. Any additional fees will be in included in the next Month’s invoice and the payment terms in clause 4 will apply.

7. PROPRIETARY RIGHTS

7.1. The End-User acknowledges and agrees that Spoke Telecom owns all intellectual property rights in the Products. Except as expressly stated, this Agreement does not grant the End-User any rights to or in, patents, copyright, database rights, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Products.

8. CLOUD SERVICES

8.1. Spoke Telecom will use commercially reasonable endeavours to make the Products available 24 hours a day, seven days a week, except for maintenance which will normally be carried out in such a way that seeks to minimise disruption to the Customers.

8.2. The Customer recognises that the Products are provided by Spoke Telecom through a public cloud hosting provider.

8.3. While Spoke Telecom will endeavour to have the Products available, Spoke Telecom:

8.3.1. does not warrant that the Products will be always available or uninterrupted or error-free; or that the Products, and/or the information obtained by the Customers through the Products will meet the Customer’s requirements; and

8.3.2. is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including, without limitation, the internet, and the End-User acknowledges that the Products may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

8.4. Third Party Products are supplied on the terms of the relevant supplier, such as Microsoft or Zoho and the End-User will use the Third Party Products only in accordance with the relevant supplier’s terms.

8.5. The End-User acknowledges that the Third Party Products are not proprietary to Spoke Telecom and are provided by the relevant Third-Party supplier rather than Spoke Telecom. The End-User is in a direct contract with the relevant Third Party supplier for those Third Party Products. Accordingly, Spoke Telecom’s sole liability in connection with Third Party Products shall be limited to liability arising out of any failure to resell such Third Party Products to the End-User. Any further liability, including liability arising out of any defects in the Third Party Products, shall be restricted to such liability as the Third Party supplier may have under the express terms provided to the End-User by them.

9. LIABILITY

9.1. Notwithstanding any other provisions in this Agreement, nothing in this Agreement will exclude or limit either Party’s liability for the following:

9.1.1. death or personal injury resulting from negligence;

9.1.2. fraud or statements made fraudulently;

9.1.3. any other acts or omissions for which the governing law prohibits the exclusion or limitation of liability.

9.2. Subject to the limitations set out in clause 9.4, Spoke Telecom’s liability for a breach of this Agreement or negligence or any other claim in connection with this Agreement will include liability for total failure of consideration given by Spoke Telecom.

9.3. Save as provided in clauses 9.1 and 9.2, Spoke Telecom will not be liable for any loss of profit, loss of business, loss of goodwill, loss of savings, claims by third parties, loss of anticipated savings, indirect loss or consequential loss whatsoever and howsoever caused (even if caused by Spoke Telecom’s negligence and/or breach of contract and even if Spoke Telecom was advised that such loss would probably result).

9.4. Subject to clauses 9.1 and 9.2 Spoke Telecom’s total liability for any claims, losses, damages or expenses whatsoever and howsoever caused (even if caused by Spoke Telecom’s negligence and/or breach of contract) will be limited for each event or series of linked events as follows:

9.4.1. in relation to liability arising out of a breach or negligence in connection with this Agreement to a maximum sum equal to the total Fees actually paid or to be paid by the End-User to Spoke Telecom during the previous 12 months under this Agreement, or £20,000, whichever is the greater.

9.4.2. in relation to liability outside the scope of clause 9.4.1 to £20,000.

10. DATA PROTECTION

10.1 Both Parties will comply with all applicable requirements of the UK Data Protection Legislation. This clause is in addition to, and does not relieve, remove or replace, a Party’s obligations or rights under the UK Data Protection Legislation.

10.2 To the extent that Spoke Telecom processes personal data on behalf of the End-User (including call logs, call recordings, and data accessed during IT support services) in connection with the performance of this Agreement, the End-User is the data controller and Spoke Telecom is the data processor.

10.3 Spoke Telecom shall:

10.3.1 process such personal data only on the documented written instructions of the End-User, unless required by applicable law;

10.3.2 ensure that all personnel authorised to process personal data have committed themselves to confidentiality; and

10.3.3 implement and maintain appropriate technical and organisational security measures supported by its certified ISO 27001 and Cyber Essentials accreditations to protect against unauthorised or unlawful processing, accidental loss, destruction, or damage to personal data.

10.4 The End-User provides a general authorisation for Spoke Telecom to appoint third-party sub-processors (such as cloud hosting providers and upstream telecom carriers) as reasonably necessary to deliver the Products, provided Spoke Telecom remains liable for their compliance.

11. GENERAL

11.1. A waiver of any right or remedy in this Agreement or by law will only be effective if in writing and signed by both Parties. Any waiver will not affect any subsequent rights or remedies.

11.2. If any provision within this Agreement is or becomes invalid, illegal, or unenforceable it will be treated as deleted and will not affect the validity and enforceability of the remaining Agreement.

11.3. Any failure or delay by Spoke Telecom in the performance of its obligations pursuant to this Agreement which is due to a force majeure event, including but not limited to, an act of God, fire, flood, drought, earthquake, windstorm or natural disaster; epidemic or pandemic; or civil emergency (whether an emergency is declared or not, will not be deemed a default of this Agreement or a ground for termination.

11.4. Any failure or delay by the End-User, expect for its obligations under Clause 4, in the performance of its obligations pursuant to this Agreement which is due to a force majeure event, including but not limited to, an act of God, fire, flood, drought, earthquake, windstorm or natural disaster; epidemic or pandemic; or civil emergency (whether an emergency is declared or not, will not be deemed a default of this Agreement or a ground for termination.

11.5. Each Party acknowledges that this Agreement contains the whole agreement between the Parties in respect of its subject matter and supersedes all prior arrangements, agreements and understandings between them relating to the subject matter.

11.6. Any amendments or variations of this Agreement will not be valid unless in writing and signed by both Parties.

11.7. The End-User will not assign or transfer any of its rights or obligations under this Agreement. Spoke Telecom will be free to use subcontractors to undertake any part or the whole of this Agreement in line with good industry practice.

11.8. Any notice required or permitted to be given by either Party to the other under this Agreement will be in writing addressed to that other Party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the Party giving the notice. To avoid doubt, delivered will have the following meanings:

11.8.1. if by email, it is deemed to be delivered on the day it was sent;

11.8.2. if by letter, it is deemed to be served on the day it was personally delivered; or

11.8.3. if by post, it is deemed to delivered in the ordinary course of post.

11.9. The Parties agree that nothing in this Agreement will be construed as conferring any benefit on a Third Party and accordingly the Contract (Rights of Third Parties) Act 1999 is hereby expressly excluded from applying to this Agreement.

11.10. No addition to, or modification of, any provision of this Agreement will be binding unless made in writing and signed by duly authorised representatives of the Parties.

11.11. Spoke Telecom will be entitled to correct any typographical, clerical or similar error or omission in any sales literature, quotation, invoice or other document without any liability.

11.12. This Agreement is governed by English law and the Parties submit to the non-exclusive jurisdiction of the English courts.