Terms and Conditions

Unless otherwise agreed in writing by Inclarity Communications Ltd (“Inclarity”) these Terms & Conditions apply to all Inclarity Services to business customers and contain certain exclusive limitations and indemnities in Inclarity’s favour. By activating an Inclarity Service you: (a) acknowledge that you have read and understood, and that you agree, to the terms and conditions of this Agreement; and (b) represent that you have the right and authority on behalf of the Company stated in any Order Form to enter into this Agreement, any Order Forms and become bound by their terms.  

Definitions and Interpretation: In the Agreement, unless the context otherwise requires:
Agreement means in relation to a particular Service, these Terms & Conditions and the relevant Order Form;
Assessment means any assessment or other investigations carried out by or on behalf of Inclarity that Inclarity in its absolute discretion deems necessary prior to the installation of Equipment, Purchased Equipment and/or the provision of the Service;
Charges means Inclarity’s charges from time to time as set out in Clause 4, Clause 7.3 and its Price List;
Customer Services means Inclarity’s Customer Services, contact details of which are:
Address: 7th Floor, Olympic Office Centre, 8 Fulton Road, Wembley, Middlesex, HA9 0ND
Tel: 08000 987 8000
Tel: +44 208 634 0461 (if outside the UK)
Email: bbt_partner@inclarity.co.uk;
Data includes information, documents, text, software, music, sound, photography, messages, and other material of any kind in any form;
Equipment means Leased Equipment and/or Purchased Equipment, as the context requires;
Extended Working Hours means 08:00 – 18:00 Monday to Friday excluding public holidays in the United Kingdom;
Group means the corporate group comprising Inclarity and each of its holding companies or subsidiaries from time to time and any subsidiary of any such holding company;
Inclarity means Inclarity Communications Ltd whose registered number is 02673204 and whose registered office is at the time of printing 607 High Road, London, N12 0DZ. 
Inclarity System means the telecommunications system which Inclarity and its Group run;
Inclarity Website means www.broadbandtelephony.com  or such other address as is notified to you from time to time. For the purposes of the Agreement any website or webpage referred to or accessed via link from the Inclarity Website shall be deemed incorporated into the Inclarity Website;
Law means any law, statute or regulation, guideline or code of conduct (whether or not having the force of law) in any jurisdiction to which a Party is from time to time subject;
Password means a password, PIN number, account number, code, smart card or other security device issued to You by Inclarity;
Service means the broadband telephony service for business customers set out on the relevant Order Form and/or the service(s) set out on the relevant Order Form and Quotation;
Service Start Date means the earlier of (i) the date the relevant Service is available for use by You; or (ii) the date You first use the Service;
Site means the site at which any Equipment and/or Purchased Equipment shall be located or to which the Service shall be provided;
Terms & Conditions means these Terms & Conditions as varied from time to time in accordance with the Agreement;
User Documentation means such brochures, pamphlets, codes of practice and other documents, materials or information, if any, in relation to the Service and/or any Software as Inclarity may publish from time to time either on paper or on the Inclarity Website;
You means the customer with whom Inclarity makes the Agreement as set out in the Order Form, or where appropriate, any person representing You if it appears to Inclarity that such person acts with Your authority or permission. ‘Your’ shall be defined accordingly.

    1. In this Agreement (except where the context otherwise requires):
      1. The Clause headings are included for convenience only and shall not affect the interpretation of this Agreement;
      2. Use of the singular includes the plural and vice versa;
      3. Any reference to "persons" includes natural persons, firms, partnerships, companies, corporations, associations, organisations, governments, states, foundations and trusts (in each case whether or not having separate legal personality);
      4. Any reference to a Party or to the Parties or their respective affiliates shall be deemed to include the party or parties hereto and their respective successors and permitted assigns and their respective employees, agents or sub-contractors;
      5. References in these Terms & Conditions to a Clause or a Schedule are unless otherwise stated to the relevant Clause or Schedule in these Terms & Conditions.
    2. Where in the Agreement You agree not to do any act or thing You also agree not to allow (including without limitation, taking all reasonable preventative measures) any other person to do that act or thing.
  1. Service
    1. Inclarity shall provide the Service subject to the terms of and in accordance with the Agreement.
    2. Where Inclarity provides Installation, software, and or Equipment then these shall be subject their respective supplementary terms and conditions. 
    3. You must promptly supply Inclarity with all information and materials reasonably required by Inclarity to supply the Service.
    4. Inclarity shall use the reasonable skill and care of a competent telecommunications service provider in providing the Service. However You accept that:
      1. it is impracticable to provide the Service entirely free of faults, and that Inclarity may not be able to prevent interference of the Service with existing telecommunications services or the functioning of computers, software You have installed, or other electronic equipment, and that Inclarity does not undertake to do so.
      2. Inclarity cannot guarantee that any Data generated, stored, transmitted or used via or in connection with the Service will be complete accurate, secure, up to date, received or delivered correctly or at all;
      3. Inclarity does not provide a back-up of Your Data or guarantee the integrity of Your Data;
    5. By purchasing the Service, You confirm that You understand that the Service:
      1. may not offer all of the features you may expect from a ‘traditional’ fixed-line telephony service; Your attention is specifically drawn to the Service description provided to you within the Quotation;
      2. may sometime be unavailable as a result of matters over which Inclarity has no control, such as failure of your broadband connection or internet service provider, power disruptions, etc. The Service may also not be available due to suspension of the Service by Inclarity in accordance with the Agreement. You confirm that in such circumstances, parts or ALL of the functions of the Service may be unavailable, including access to emergency call services;
      3. will connect you to public emergency services but may not provide your telephone number(s) and location details to the operator if you make a public emergency services call, dependent on the type of service deployed. 
      4. may not offer you the ability to transfer (port) your existing number to an alternative service if your service ends dependent on the type of service deployed.
    6. By purchasing the Service You also confirm that it shall be Your sole responsibility to make available to users of the Service alternative means of accessing emergency calls services in circumstances where these are unavailable through the Service, and to inform or otherwise make aware users of the Service purchased by You (whether they gain access to the Service with your permission or not) of the possible limitations of the Service set out above.
    7. Inclarity shall use reasonable endeavours to meet such general service levels in relation to a particular Service as Inclarity publishes from time to time. However, save as expressly stated in such published service levels, Inclarity shall have no liability for any failure to meet any such service levels.
  2. Use of the Service
    1. You undertake not to re-sell the Service or Leased Equipment or any part thereof to any person unless otherwise agreed by Inclarity.
    2. You undertake to use the Equipment and Service in accordance with such conditions and/or instructions as may be notified in writing to You by Inclarity from time to time and in accordance with the Law. Inclarity may from time to time vary the technical and/or operational procedures for use of the Service.
    3. You must not use or allow anyone to use the Service:
      1. to send or receive a communication which is offensive, abusive, indecent, obscene or menacing;
      2. to cause annoyance, inconvenience or needless anxiety to anyone;
      3. to violate or infringe the rights of any person;
      4. in breach of the Agreement; or in breach of Law.
    4. Inclarity may allocate You a Password to enable You to use the Service. You must keep such Password safe and confidential and notify Inclarity immediately if any third party becomes aware of it. Inclarity reserves the right to change the Password without notice .
    5. You are responsible for the use of the Service (whether authorised or not and whether by You or any other person), including without limitation all Charges incurred and any breaches of this Agreement.
  3. Maintenance
    1. Inclarity shall provide such preventative and corrective maintenance services during Extended Working Hours as it reasonably considers necessary for the proper functioning of the Service.
    2. If You detect any defect or impairment in the operation or performance of the Service You must notify Inclarity of the nature of such defect or impairment. Inclarity will endeavour to respond as promptly as possible after such notification and endeavour to make the necessary corrections.
    3. Inclarity will be entitled to charge and You will pay a service fee at Inclarity’s then current charging rates in the event that the need for any maintenance results from any one or more of the following:
      1. misuse or neglect of or accidental or wilful damage to the Equipment and/or Service; or
      2. accidental or wilful disconnection of the Equipment and/or Service; or
      3. Your failure to comply with any of the provisions of the Agreement; or
      4. fault in, or other problem associated with, any telecommunications system not run by Inclarity or in Your own equipment; or
      5. faults of a minor or intermittent nature which do not significantly affect the provision of the Service.
  4. Limitations of Liability
    1. Each Party accepts unlimited liability for fraudulent misrepresentation, death or personal injury resulting from its own negligence or that of its employees, agents or contractors while acting in the course of their employment by such Party. However, nothing in this Clause gives a Party any right or remedy which it would not otherwise have.
    2. Except as expressly stated in the Agreement all warranties, conditions, undertakings or terms, express or implied in respect of the Service, Software and Equipment are excluded to the fullest extent permitted by Law.
    3. Nothing in the Agreement shall exclude or restrict a Party’s liability for matters which cannot by Law be excluded or restricted.
    4. Where a service credit is provided for in the Schedule, then such service credit shall be Your  sole financial remedy in respect of the breach of the relevant service level.
    5. Subject to Clauses 8.6 and 8.7 below Inclarity accepts liability only for direct physical damage to Your property and the Site where such damage arises solely and directly from the negligence of Inclarity’s employees, agents or contractors while acting in the course of their employment.
    6. Save in relation to payment of indemnities pursuant to Clause 8.3 each Party's liability (including without limitation liability for negligence) under the Agreement (other than for payment of Charges) shall be limited to an amount not exceeding £10,000 in respect of any one event. Each Party’s total liability for all claims under the Agreement (other than for payment of Charges) shall be limited to the greater of either (i) £20,000; or (ii) the value of recurring Charges (if any and excluding any usage based Charges) over the Minimum Period.
    7. Notwithstanding the above neither Party shall have any liability in contract, tort or otherwise (including liability for negligence), for loss or damage, whether direct or indirect, of business, production, data, operation time, goodwill, revenue, profits, for any loss of anticipated savings, for wasted expenditure or for any indirect or consequential loss whatsoever.
    8. Inclarity shall not be liable for any loss of data resulting from the use of the Service including without limitation any delays, non-delivery or missed deliveries directly or indirectly caused by Inclarity.
    9. Without undertaking any obligations to give any such advice and/or recommendations, Inclarity shall not be liable for any loss or damage suffered by You as a result of placing reliance on Inclarity’s advice and/or recommendations regarding the use of a third party’s products or services.
    10. Clauses 5.1 – 5.9 set out each Party’s entire liability (including any liability for the acts and omissions of its employees, agents or contractors) to the other Party in tort, contract or otherwise arising in connection with the performance, contemplated performance or non performance of the Agreement. You acknowledge that the exclusions and limitations of Inclarity’s liability in the Agreement are reasonable taking into account (amongst other matters) the likelihood that any damages awarded to You for breach of the Agreement by Inclarity may be disproportionately greater than the Charges.
  5. Suspension and other Inclarity Powers

6.1         Inclarity may:
6.1.1.      temporarily suspend the Service or any part thereof to vary the technical specification of the Service or for repair, maintenance or improvement or to protect life, limb or property;
6.1.2.      give such instructions to You about the use of the Service it deems reasonably necessary;
6.1.3.      do whatever is required of it to comply with instructions issued by the Government, an emergency service or other competent authority; and
6.1.4       suspend the Service in any circumstance in which it is entitled to terminate the Agreement;
6.1.5.      Except in an emergency when no such notice is required, Inclarity shall give You as much notice as reasonably practicable if the Service is to be suspended but You shall have no claim against Inclarity for any suspension of the Service pursuant to Clause 6.1. Any exercise by Inclarity of its right to suspend the Agreement shall not exclude Inclarity’s right subsequently to terminate the Agreement.
6.2         If the Service is suspended pursuant to Your default You must continue to pay Charges during such suspension and shall reimburse Inclarity’s costs and expenses reasonably incurred by the implementation of such suspension together with all outstanding amounts due under the Agreement. Where Inclarity agrees (at its discretion) to recommence the Service You must pay Inclarity’s reasonable charges in relation to such re-commencement and, at Inclarity’s discretion, You shall pay a reasonable deposit against future payments.

  1. Assignment
    1. You must not assign or delegate or otherwise deal with all or any of Your rights or obligations under the Agreement without the prior written consent of Inclarity.
    2. Inclarity may assign or otherwise delegate all or any of its rights or obligations under the Agreement to any person or entity.
  2. Force Majeure
    1. Neither Party shall be liable for any breach of its obligations under the Agreement (other than in relation to payment of sums due) where it is hindered or prevented from carrying out its obligations by any cause outside its reasonable control, including, without limitations, acts of God, acts of Government or other competent regulatory authority, lightning, fire, flood, extremely severe weather, strike, lock-out, labour dispute, war, riot, civil commotion, malicious damage, failure of any telecommunications or computer system, compliance with any law or regulation and accident (or by any damage caused by any of such events).  Where such cause continues for more than 3 calendar months either Party may without additional liability terminate the Agreement by giving not less than 30 days’ written notice to the other Party.
  1. Variation
    1. Subject to Clause 14.2 any variation to the Agreement shall be agreed by the Parties in writing.
    2. Notwithstanding Clause 14.1 Inclarity reserves the right to amend or vary the Agreement (other than in relation to Charges which are governed by Clauses 4.3 and 4.4) by giving You 30 days’ written notice thereof. Within 14 days of such notification You may give Inclarity not less than 14 days’ notice that if the amendment is not withdrawn You terminate the Agreement, unless the amendment or variation is imposed by Law when You shall have no right to terminate. If You do not terminate in such period You are deemed to have accepted the variation.
    3. If You request and Inclarity agrees to a change of Service (including without limitation adding, deleting or exchanging a Service) or a change of Site, You must complete such formalities as Inclarity shall require to give effect to such change and You must pay to Inclarity its then current charges for such change. Inclarity may require payment prior to effecting such change. To reflect such change Inclarity may without notice revise the Charges and the provisions of Clause 4.4 shall not apply to such revision.
    4. Nothing written on the Order Form shall vary any provision of these General Terms & Conditions.
  2. Notices

Unless otherwise stated in the Agreement:

    1. Notices sent by You to Inclarity shall be sent:
      1. by hand or post to the following address or as otherwise notified to You:

                        Attn: Inclarity Partner Desk
                        Address: 7th Floor, Olympic Office Centre, 8 Fulton Road, Wembley, Middlesex, HA9 0ND               

      1. by fax to the following fax number or as otherwise notified to You:  Fax: 0208 634 9191
      2. by electronic mail to the following electronic mail address or as otherwise notified to You:

Email Address: bbt_partner@inclarity.co.uk

  1. Notices sent by Inclarity to You may be sent:
    1. by hand or by post to Your billing address specified on the Order Form or to Your registered office; or
    2. by fax to Your fax number specified on the Order Form or as otherwise notified to Inclarity in writing; or
    3. by electronic mail to Your electronic mail address specified on the Order Form or as otherwise notified to Inclarity in writing.
  2. Notice given by hand shall be deemed given the same day. Notice given by post shall be deemed to have been given 3 days after the date of posting. Notice given by fax shall be deemed given when transmitted provided that the sender shall have received a transmission report confirming correct transmission. Any communication by electronic mail shall be deemed to have been made on the working day on which the notice is first stored in the other Party’s electronic mail-box.
  • Marketing and Data Protection
  1. Inclarity operates in accordance with the Data Protection Act 1998 as updated or amended from time to time. 
  2. Inclarity may use any information supplied by You for its own administrative and customer service purposes or for any other purpose required by Law. Without limitation Inclarity shall be entitled to disclose information provided by You to any member of its Group, debt collection agency, credit reference agency, credit or fraud monitoring scheme, security agency or credit provider. To enable Inclarity to provide the Service Inclarity shall also be entitled to disclose such information to other telecommunications companies.
  3. Inclarity shall be entitled to communicate information that describes the habits or usage patterns and/or demographics of the whole or a part of Inclarity’s customer base (including You) but which is anonymous and does not describe or reveal the identity of any particular customer to any third party.
  4. Inclarity shall be entitled to make Your name, address and telephone number available to the emergency services.
  5. Unless You notify Customer Services in writing at the address given below or as otherwise notified to You, Inclarity may use information provided by You for market research purposes or to supply You with information about other products or services available from Inclarity or a member of its Group;
  • Test or Trial Services and Promotional Offers
  1. Inclarity may from time to time supply test or trial services and/or promotional offers (“Offers”) to some or all of its customers. Such Offers shall be subject to any terms & conditions (“Promotional Terms & Conditions”) notified by Inclarity to its customers. Unless otherwise stated in the Promotional Terms & Conditions Inclarity shall not incur any liability under the Agreement in relation to such Offers. Promotional Terms & Conditions may require a variation to the Agreement in which case You shall be deemed to have accepted in writing such variation on acceptance of the Offer. Unless otherwise stated in the Promotional Terms & Conditions an Offer may be amended or withdrawn by Inclarity (in relation to some or all of its customers) at any time and without notice. For the avoidance of doubt Inclarity is not obliged to include You in any Offer it makes to its customers.
  • Entire Agreement
  1. The Agreement and the documents referred to therein represent the entire understanding between the Parties in relation to the provision of the Service and supersedes and extinguishes all other agreements or representations (except fraudulent misrepresentations) made by either Party, whether oral or written. In particular Inclarity shall not be bound by any oral or written representation (except fraudulent misrepresentations) made by its representatives unless specifically incorporated into the Agreement in writing.
  • Time Not of the Essence
  1. Any dates quoted by Inclarity in connection with the provision of the Service or delivery and installation of the Equipment and/or Purchased Equipment shall be treated as estimates only. Inclarity accepts no liability for failure to meet such dates and time shall not be of the essence of the Agreement for this purpose.
  • Miscellaneous
  1. No waiver by Inclarity of any default by You under the Agreement shall operate or be construed as a waiver by Inclarity of any future defaults, whether of a like or different character. No granting of time or other forbearance or indulgence by Inclarity to You shall imply a waiver of Inclarity’s rights or shall in any way release, discharge or otherwise affect Your liability under the Agreement.
  2. The provisions of the Agreement of a continuing nature shall survive termination of the Agreement for any reason whatsoever.
  3. The Parties do not intend that the Agreement be enforceable by any person not a party to the Agreement under the Contracts (Rights of Third Parties) Act 1999.
  • Confidentiality
  1. Each Party (in this Clause “Receiving Party”)  undertakes to the other Party (“Disclosing Party”):
    1. to keep confidential the Disclosing Party’s information of a confidential nature obtained from the Disclosing Party in discussions leading to the Agreement and subsequently received pursuant to this Agreement (“in this Clause “Confidential Information”); and
    2. not to disclose the Confidential Information in whole or in part to any other person without the Disclosing Party’s written consent, except to the Receiving Party’s employees, agents and sub-contractors involved in the supply or use of the Services (as the case may be) on a confidential and need-to-know basis; and
    3. to use the Confidential Information solely in connection with the supply or use of the Services (as the case may be) and not for its own or the benefit of any third party.
  2. The confidentiality obligations in Clause 21.1 will not apply if the Receiving Party is required by court, government or other regulatory body to disclose the Confidential Information, but only to the extent required by law, provided that the Receiving Party gives the Disclosing Party written notice as soon as practicable of such requirement.
  3. The confidentiality obligations in Clause 21.1 will not extend to the Confidential Information which the Receiving Party can prove to the Disclosing Party’s reasonable satisfaction:
    1. has ceased to be secret without default of the Receiving Party’s part; or
    2. was already in the Receiving Party’s possession prior to disclosure by the Disclosing Party; or
    3. has been received from a third party who did not acquire it in confidence.
  4. Clause 21 shall survive termination of the Agreement or any part of it.
  • Governing Law and Arbitration
    • The Agreement shall be governed by and construed in accordance with English law and the Parties agree to submit to the exclusive jurisdiction of the English Courts.