• Customer may submit a Product Order either electronically via Sparta Telecom Business Website or orally by telephone. No terms Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing will apply to any Contract.
• Sparta Telecom may accept a Product Order by approving the Product Order, either electronically or orally.  Nothing in these Customer Terms will oblige Sparta Telecom to accept any Product Order, nor to provide any Product, until Sparta Telecom accepts a Product Order. Upon acceptance a Product Order will become the Contract which commences on the date of acceptance by Sparta Telecom

• Upon commencement of the Contract in accordance with Clause 2.2, Sparta Telecom will use reasonable endeavours to provision and/or install the Product and will inform Customer when the Product is connected ready for use.
• Sparta Telecom will supply the Product to Customer from the Connection Date with reasonable skill and care and in all material respects in accordance with the Contract, but Sparta Telecom cannot, given the nature of the Product, guarantee that the Product will be continuously available or error free.
• Sparta Telecom reserves the right to cancel the Contract prior to the Connection Date or within a reasonable period of time thereafter where:

  1. it becomes apparent that the Product cannot be delivered to or installed at the Site due to a geographic, practical or technical restraint; or

  2. the cost  of  providing or installing the Product at the Site is materially higher than the usual cost of providing Product to a customer and Customer does not agree to pay any additional Charges requested by Sparta Telecom.

• Customer must report Incidents using the telephone number on the Sparta Telecom Website or as otherwise provided by Sparta Telecom.
• Before contacting Sparta Telecom about an Incident, Customer should make all reasonable efforts to rule out the possibility that it is caused by Customer Equipment.

• The Products are provided for use by Customer and End Users in the course of Customer’s business and on the condition that Customer does not resell or otherwise make the Product available to any other person.
• Customer undertakes to use the Product, and to procure that each End User uses the Products, in accordance with:
  1. the terms and conditions of the Contract and any Legislation applicable to Customer’s use of the Product; and
  2. any reasonable operating instructions as may be notified in writing to Customer by Sparta Telecom from time to time.
• Without limiting Clause 4.2, Customer will not, and will procure that each End User will not use a Product to:

  1. send, communicate, knowingly receive, upload,  download or use any material or make any calls that are offensive, abusive, indecent, defamatory, obscene, menacing, cause annoyance, inconvenience, needless anxiety or are intended to deceive;

  2. download, possess or transmit in any way, illegal material;

  3. engage in criminal, illegal or unlawful activities;

  4. violate or infringe the rights or property of any person, including rights of copyright and any other intellectual property rights, privacy or confidentiality;

  5. intentionally impair or attempt to impair, without authorisation, the operation of any computer, prevent or hinder access to any program or data held in any computer or to impair the operation of any such program or the reliability of any such data; or

  6. send, communicate, knowingly receive, upload or download data or make any calls in such a way or in such amount that Customer knows or ought reasonably to know will have a material adverse effect on the Sparta Telecom Network (or any part of it) or Sparta Telecom customers.

• Customer indemnifies and promises to pay on demand Sparta Telecom for any settlement paid by, damages awarded against and reasonable legal costs and expenses suffered or incurred by Sparta Telecom arising out of or in connection with any claim made or threatened against Sparta Telecom y a third party arising out of or in connection with Customer’s or End User’s breach of this Clause 4.

• Sparta Telecom will use reasonable endeavours to carry out any Maintenance during the Maintenance Window if needed.
• Sparta Telecom will have the right to withdraw or change a Product and to terminate or vary the Contract for all customers to:

  1. comply with any Legislation or safety requirement; or

  2. take into account the withdrawal of or a significant change to the technology used to provide the Product.

• In relation to any withdrawal or change under Clause 5.2, Sparta Telecom will:

  1. give Customer as much notice as reasonably practical, and in any event not less than three months’ notice; and

  2. use reasonable endeavours to avoid any material adverse impact on the nature or quality of the Products or any material increase in the Charges.

• Where a change to a Product under Clause 5.3(b) results in a material adverse impact on the nature or quality of the Product or a material increase in the Core line rental Charges, Customer may terminate the Contract in accordance with Clause 10.2 without incurring any Cancellation Charges.
• Where a Product is withdrawn, Sparta Telecom may offer an equivalent or better Product with the same Charges. Sparta Telecom will be obliged to do so in respect of the Contract within its Contract Term where a Product is withdrawn under Clause 5.2(b) and will not be liable to pay Customer’s reasonable demonstrable third party costs of moving to the replacement service. Where such equivalent or better Product has lower Charges, Sparta Telecom may allow Customer to benefit from such reduction, if Customer agrees to pay the costs of moving to the equivalent Product.

• Upon activation of a Broadband Product, Customer accepts it may experience a temporary loss of Customer’s existing line.
• Sparta Telecom cannot guarantee the quality on the local loop section provided by any Third Party Operator and, therefore, cannot guarantee that a Connection can support the Transmission Speed specified in the Product Order.
• To prevent spam from entering and affecting the operation of Sparta Telecom systems and the Broadband Product, Sparta Telecom may take any reasonable measures or actions necessary to block access to or delivery of any e-mail which appears to be of an unsolicited nature or part of a bulk e-mail transmission. Sparta Telecom may also use within its systems virus screening technology that may result in the deletion or alteration of e-mail and or e-mail attachments sent to us. However, it is the customers responsibility to ensure anti-virus is active on their systems to prevent virus reaching us in any email sent to us.
• All Broadband Products are governed by the Customer Terms and any supplementary terms on Sparta Telecom Website.

• Nothing in the Contract gives Customer ownership of any CLI, dialling code or static IP address provided by Sparta Telecom as part of the Product.
• Customer may port CLIs to Sparta Telecom and may also port CLIs from Sparta Telecom to other Third Party Operators with whom Sparta Telecom has a relevant porting agreement.
• Customer must notify Sparta Telecom five Business Days before any significant increase in traffic across the Sparta Telecom Network will arise as a result of the use of the Telephony Product by Customer (for example ticket sales, marketing promotions, etc). For the purposes of this Clause, a significant increase will mean more than 5,000 calls in a 15 minute period to one phone number (or the aggregate of non-geographic numbers if they point to one number).
• If a Telephony Product is subject to line rental, which is the provision of rented access to a telephone line and such ancillary extras as provided by Sparta Telecom pursuant to the Contract, Customer will not divert calls from travelling across the Sparta Telecom Network. The provisions of this Clause 7.4 will not apply where Sparta Telecom is not currently able to provide the applicable Telephony Product, or as required by Legislation.
• Sparta Telecom cannot guarantee the correct function of any service not provided by Sparta Telecom but which operates across a Telephony Product
• If Customer takes a Telephone Preference Service Product, they should notify Sparta Telecom who will note the account.

• Sparta Telecom will invoice Customer electronically or by post as agreed for the Charges payable under the Contract and Customer will pay all invoices by direct debit by the 15th of the month from the date of the invoice, subject to Clause 8.5.
• Customer may request a paper or pdf invoice, subject to payment of a reasonable administration charge.
• All amounts payable by Customer under the Contract are exclusive of Value Added Tax.
• Unless otherwise stated in the Contract, Charges for the Product will be charged in accordance with the Price List.
• If Customer in good faith disputes an invoice, Customer must notify Sparta Telecom in writing of the dispute not more than 14 days after the date of the invoice providing reasonable details of the dispute to allow Sparta Telecom to investigate. Customer must make payment in full of the invoice notwithstanding the dispute raised.    If Sparta Telecom finds that the invoice is incorrect, Sparta Telecom will apply a credit to Customer’s account.
• Without limiting any other right or remedy of Sparta Telecom:

  1. if Customer fails to make any payment due to Sparta Telecom under the Contract by the due date for payment, Sparta Telecom will have the right to charge interest on the overdue amount at the rate of 4% per cent per annum above the then current HSBC Bank plc base rate accruing on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgment, and compounding quarterly;

  2. if a direct debit is dishonoured or cancelled, Sparta Telecom will have the right to make a reasonable administration charge; and

  3. Sparta Telecom may set off any amount owing to it or its Affiliates by Customer against any amount payable by Sparta Telecom to Customer.

  4. May suspend services immediately until payment is resolved.

  5. Will not be liable for any business loss of sales or profits or any other liability for suspension of service through the customers non payment.

• Except where otherwise agreed in the Contract, Sparta Telecom may vary the Charges at any time by giving Customer notice to reflect changing arrangements with any Third Party Operator or changing legal, regulatory or business requirements. The revised Charges will apply to all Products provided after the effective date of the notice of change. Where such change is to Customer’s material detriment, Sparta Telecom will give Customer not less than one month’s notice in writing and Customer may terminate the Contract in accordance with Clause 10.2.

• Sparta Telecom may perform a credit check on Customer at any time prior to or following acceptance of the Product Order and may impose a Credit Limit on Customer’s account proportionate to the amount of Charges payable under the Contract. Any Credit Limit imposed can be amended without prior notice. If Customer exceeds such Credit Limit:

  1. Sparta Telecom may demand immediate payment of all unpaid Charges (whether invoiced or not); and

  2. Customer will remain responsible for all Charges incurred including those exceeding the Credit Limit.

• Sparta Telecom may require Customer to provide it with a deposit or other security as a condition of providing the Products. Sparta Telecom may hold this deposit or security until Customer has paid all sums due to Sparta Telecom under the Contract. No interest is payable on any deposit held by TalkTalk Business.

• A Party may terminate the Contract by providing the other Party with no less than 30 days’ notice. In the case of Sparta Telecom, such notice must expire on or after the end of the Contract Term.
• Customer may terminate the Contract, by giving notice in writing to Sparta Telecom if:

  1. Sparta Telecom is in material breach of the Contract, which if capable of remedy has not been remedied within 30 days of receipt of written notice specifying the breach in reasonable detail and requiring its remedy;

  2. Customer exercises their right of exit in accordance with the Ofcom Business Broadband Speeds Code of Practice; or

  3. the circumstances in Clauses 5.4, 8.7 16.2 or 24.2 arise.

      

• Sparta Telecom may terminate the Contract by giving notice in writing to Customer if:

  1. Customer fails to pay any sums due to Sparta Telecom 15th of the month of the date of the invoice;

  2. Customer is in material breach of the Contract, which if capable of remedy has not been remedied within 30 days of receipt of written notice specifying the breach in reasonable detail and requiring its remedy;

  3. Customer makes any voluntary arrangements with its creditors or becomes  subject to an administration order or goes  into liquidation, whether voluntary or compulsory (other than for the purposes of a solvent reconstruction or amalgamation), or an encumbrancer takes possession of or a receiver is appointed in respect of any of its assets;

  4. Customer fails to give any deposit or security required by Sparta Telecom under Clause 9.2; or

  5. the circumstances in Clause 16.2 arise

  6. Customer sells the business to a new owner and fails to inform Sparta Telecom (Services and line will be ceased)

  7. Customer has given false information in order to obtain services.

  8. Customer is abusive including racial or foul and abusive language, including threats to any member of Sparta Telecom during any call made to us.

     Customer who was a limited company dissolves that company and fails to inform Sparta Telecom.

      

• If the Contract is terminated by Customer within the Contract Term other than under Clause 10.2, Sparta Telecom may invoice Customer the ETF (Early Termination Fee) Cancellation Charges. Customer agrees that the Cancellation Charges are a fair assessment of the losses and damage that Sparta Telecom will suffer as a result of the termination.
• If the Contract is terminated outside of the relevant Contract Term Sparta Telecom will either:

  1. refund any amount in credit on Customer’s account after Sparta Telecom has deducted any amount owed to it by Customer; or

  2. issue an invoice for the amount owed to Sparta Telecom by Customer as at the date of termination.

• Sparta Telecom may, without prejudice to any other right which it might have, elect to suspend the provision of Products under the Contract until further notice on notifying Customer either orally (confirming such notification in writing) or in writing if:

  1. Sparta Telecom is entitled to terminate the Contract;

  2. Sparta Telecom has reasonable grounds to believe that Customer or an End User is using the Product in breach of Clause 4;

  3. Sparta Telecom or any third party providing equipment or services to Sparta Telecom in connection with the provision of the Product is obliged to comply with an order, instruction or request of government, regulatory authority, emergency services organisation or other competent authority; or

  4. Customer exceeds the Credit Limit under Clause 9 and has not remedied this situation within 5 Business Days of receiving written notice from Sparta Telecom requiring Customer to do so.

  5. Customer is in breach of clause 10.3 (h)

• If Sparta Telecom exercises its rights under Clause 11.1 as a consequence of the breach, fault, act or omission of Customer or an End User, the Charges will be continue to be payable and Customer will pay to Sparta Telecom all reasonable costs and expenses incurred by the implementation of such suspension and any recommencement of the provision of Product.

• Nothing in the Contract will exclude or limit a Party’s liability arising from or in connection with:

  1. any death or personal injury caused by the negligence of such Party, its agents,  subcontractors,  officers, directors or employees;

  2. any fraudulent acts or omissions of  or fraudulent representations made by such Party, its agents, subcontractors, officers, directors or employees;

  3. any breach of statutory implied terms as to title;

  4. any other liability which cannot be excluded or limited by law;

  5. any  indemnity  given  by  such  Party  in  the  Contract  unless otherwise expressly agreed in writing;

  6. any breach of Clauses 17 or 18; and

  7. any liability to pay the Charges.

• Subject to Clause 12.1, a Party will not be liable to the other Party in contract, tort (including negligence), breach of statutory duty or otherwise for:

  1. indirect, consequential or special loss or damage;

  2. loss of opportunity (whether direct or indirect);

  3. loss of anticipated savings (whether direct or indirect);

  4. loss arising from or damage to a brand, reputation or goodwill (whether direct or indirect);

  5. loss of profit or anticipated profit (whether direct or indirect);

  6. loss of business or contracts (whether direct or indirect);

  7. loss  of  revenue  or  anticipated  revenue  (whether  direct  or indirect);

  8. loss arising from the loss or degradation of data (whether direct or indirect); and

  9. subject to Clause 22.1, claims brought by or ex-gratia payments made to Customer’s customers or any other third party (whether direct or indirect).

• Subject to Clauses 12.1 and 12.2, a Party’s total liability to the other Party in respect of all Losses arising under or in connection with the Contract in contract, tort (including negligence), breach of statutory duty or otherwise, will in no circumstances exceed the greater of:

  1. the Recurring Charges paid by Customer under the Contract during the 12 months preceding the claim; and

  2. one thousand pounds (£1,000).

• Where the provisions of the Contract are inconsistent with any rights or remedies Customer has under any Legislation because it is a Small  Business Customer which cannot be varied, Customer’s rights under such Legislation will apply instead of the provisions of the Contract to the extent they are inconsistent.
•  
• Sparta Telecom will not be liable to Customer for any failure of the Product as a result of:

  1. any  act  or  omission  of  Customer,  End  Users  or  Customer’s employees, agents or subcontractors;

  2. any Customer Equipment;

  3. failure by Customer to implement any reasonable instructions issued by Sparta Telecom; or

  4. any suspension of the Product under Clause 11.

      

• Except as expressly set out in the Contract and to the extent permissible by law all other warranties, terms and conditions, guarantees as to quality or fitness for a particular purpose of the Products or any other conditions or guarantees whether express or implied by law, custom or otherwise are excluded

• Property in and ownership of:

  1. the Sparta Telecom Equipment  remains  the  property  of Sparta Telecom or its suppliers at all times; and

  2. the Customer Equipment remains the property of Customer at all times.

     Customer must clearly identify any Sparta Telecom Equipment at the Site.

• Risk in and liability for Sparta Telecom Equipment passes to Customer on delivery of each item thereof. Customer must insure the Sparta Telecom Equipment in respect of all relevant risks from delivery. Customer will provide a copy of the insurance policy to Sparta Telecom upon request.
• Customer must:

  1. not, nor permit any other person, to sell, let, transfer, dispose of, mortgage, charge, modify, repair, service, tamper with, remove or interfere with the Sparta Telecom Equipment or suffer any distress, seizure or execution to be levied against any Sparta Telecom Equipment;

  2. keep the Sparta Telecom Equipment at the Site and stationary at all times;

  3. house, keep and use any Sparta Telecom Equipment in accordance with any written instructions notified to Customer by Sparta Telecom from time to time or, in the absence of such instructions, to the same standard as a reasonable owner of the Sparta Telecom Equipment would if it were their property;

  4. in the case of an emergency, take whatever steps as are reasonably necessary to safeguard the Sparta Telecom Equipment and notify Sparta Telecom as soon as possible of the circumstances of such emergency;

  5. not remove, tamper with or obliterate any words or labels on the Sparta Telecom Equipment or any part thereof; and

  6. permit Sparta Telecom or its agent to inspect, test and maintain the Sparta Telecom Equipment at all reasonable times and on reasonable notice.

      

• Customer must immediately notify Sparta Telecom of any loss or damage to any Sparta Telecom Equipment. Without prejudice to Sparta Telecom other rights and remedies, where Customer breaches the provisions of this Clause 13:

  1. Customer indemnifies and promises to pay on demand Sparta Telecom for the costs of repairing or replacing any  Sparta Telecom Equipment damaged by Customer’s or End User’s breach of this Clause 13; and

  2. Sparta Telecom will not be liable to Customer for any failure to provide the Product as a result thereof.

• Sparta Telecom does not provide any warranty in respect of any Sparta Telecom Equipment but, where possible, will provide Customer with the benefit of any manufacturer’s warranty.
• Customer is responsible for the compatibility of the Product with Customer Equipment. Sparta Telecom will not be liable to Customer where any Customer Equipment warranties become invalidated as a result of work carried out by Customer, Sparta Telecom or its agents in order to provide the Product
• Sparta Telecom will be entitled, after termination (for any reason whatsoever) of the Contract by giving notice of its intention to repossess the Sparta Telecom Equipment, to:

  1. require Customer (at Customer’s cost and risk) to immediately return the Sparta Telecom Equipment to Sparta Telecom; or

  2. enter upon any premises with such transport as may be necessary and repossess any Sparta Telecom Equipment.

      

• Customer must procure at its own expense all permissions, licences, waivers, consents, registrations and approvals necessary for Sparta Telecom or its engineers to deliver, install and provide the Products at the Site.
• Where Sparta Telecom Equipment is required to be installed at the Site, Customer must prepare the Site in accordance with Sparta Telecom reasonable instructions.
• To enable Sparta Telecom to carry out its obligations and exercise its rights under the Contract, Customer must upon request of Sparta Telecom permit or procure permission for Sparta Telecom or anyone acting on Sparta Telecom behalf to access the Site at all reasonable times. Sparta Telecom will not be liable for any failure to provide the Product to the extent caused by Customer’s failure to comply with this Clause 14.3.
• Customer will provide or procure a safe working environment at the Site for Sparta Telecom employees and anyone acting on Sparta Telecom behalf. Sparta Telecom employees or anyone acting on Sparta Telecom behalf will observe the reasonable regulations affecting the Site as previously advised in writing to TalkTalk Business.

• Customer is responsible for the security of the use of the Product including protecting all passwords, backing-up all data, employing appropriate security devices, including virus checking software, and having disaster recovery processes in place.
• Where Customer is or becomes aware of any matters which it knows or ought reasonably be expected to know constitute a threat to the security of the Product will immediately advise Sparta Telecom of such matters.
• The customer will be asked for and must provide a password which will be asked for each time the customer calls. Sparta Telecom will only discuss account details with an authorised person having the password to protect the customer’s account details.

• A Party will be not liable for any delay in performing or failure to perform any of its obligations under the Contract (other than Customer’s obligation to pay the Charges) which occurs as a result of a Force Majeure Event.
• In the event that a Force Majeure Event continues for a period of 60 days, the other Party will have the right to terminate in accordance with Clause 10.2.
• Force Majeure Event Any circumstances beyond a Party's reasonable control including acts of God, theft, war or riot, civil disobedience, national emergency, strikes and other labour disputes (other than concerning the Party affected by the Force Majeure Event), fire, flood, act of terrorism, power failures, non-availability of any third party communication services, or the internet or breakdown of any equipment not supplied under a Contract and acts of government or other competent authority.

• Neither Party will disclose to any third party without the prior written consent of the other Party any Confidential Information which is received from the other Party as a result of the Contract. Both Parties agree that any Confidential Information received from the other Party will only be used for the purposes of performing its obligations under the Contract. These restrictions will not apply to any information which:

  1. is or becomes generally available to the public other than as a result of a breach of an obligation under this Clause 17; or

  2. is  acquired  from  a  third  party  who  owes  no  obligation  of confidence in respect of the information; or

  3. is or  has  been  independently  developed  by  the  recipient without use of the other Party’s Confidential Information.

• Notwithstanding Clause 17.1, either Party will be entitled to disclose the Confidential Information of the other Party to a third party to the extent that this is required by any court of competent jurisdiction or by a governmental or regulatory authority, or where there is a legal duty or requirement (other than a contractual duty or requirement) to disclose such Confidential Information.

1. All Intellectual Property Rights in the Products will be owned by Sparta Telecom save to the extent that any of the same contain Intellectual Property Rights owned by third parties.
2. Sparta Telecom grants to Customer a non-exclusive, royalty free, licence to use Sparta Telecom’s Intellectual Property Rights within the United Kingdom, for the purpose of utilising the Product in accordance with the terms of the Contract and any usage guidelines that Sparta Telecom may provide from time to time.
3. Customer grants to Sparta Telecom a non- exclusive, royalty free, licence to use, copy and interface with any Intellectual Property Rights within the United Kingdom in any Customer Equipment and the information and data in the Product for the purpose of performing Sparta Telecom’s obligations under the Contract.
4. Notwithstanding Clause 18.2, Customer will not be entitled to use the name, trade mark, trade name, or other proprietary identifying marks or symbols of Sparta Telecom without Sparta Telecom’s prior written consent.
5. In the event that the Product contains Intellectual Property Rights owned by third parties which Sparta Telecom is not entitled to sub-licence to Customer, Sparta Telecom will use reasonable endeavours to assist Customer, at Customer’s cost and expense, in obtaining a licence to use those Intellectual Property Rights owned by third parties on terms that are acceptable to Customer.
6. In the event that Customer Equipment contains Intellectual Property Rights owned by third parties which Customer is not entitled to sub-licence to TalkTalk Business, Customer will use reasonable endeavours to assist Sparta Telecom, at Sparta Telecom’s cost and expense, in obtaining a licence to use those Intellectual Property Rights owned by third parties on terms that are acceptable to Sparta Telecom.
7. Customer will not, and will procure that its personnel and, where used, its sub-contractors and their personnel do not, do anything (whether by omission or commission) during the Contract or at any time thereafter to affect or imperil the validity of any Intellectual Property Rights belonging to Sparta Telecom.
8. Customer will not obtain any rights in respect of any of Sparta Telecom’s Intellectual Property Rights by virtue of the Contract.

1. This Clause 19 only applies to the extent that Sparta Telecom is Processing Personal Data on behalf of Customer.
2. Both Parties will comply with all applicable requirements of the Data Protection Legislation.
3. The Parties acknowledge that for the purposes of the Data Protection Legislation (GDPR), Customer is the Controller and Sparta Telecom is the Processor.
4. The Personal Data Annex sets out the scope, nature and purpose of Processing by Sparta Telecom, the duration of the Processing, the types of Personal Data and the categories of Data Subject.
5. Without prejudice to the generality of Clause 19.2:
   1. (a)    Customer will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the Personal Data to Sparta Telecom for the purposes of the Contract; and
   2. (b)    Sparta Telecom will:
      1. (i)    Process Personal Data only on the written instructions of Customer, including regarding transfers of Personal Data outside of the European Economic Area, unless Sparta Telecom is required to do so  to provide the service or by a legal obligation and, if so, Sparta Telecom will notify Customer of this before such Processing, unless a legal obligation prohibits this;
      2. (ii)    ensure that all personnel authorised by Sparta Telecom to Process Personal Data  are obliged to keep the Personal Data confidential;
      3. (iii)    ensure that it has in place appropriate technical and organisational measures designed to protect against a Personal Data Breach, appropriate to the harm that might result from such Personal Data Breach and the nature of the Personal Data to be protected. Sparta Telecom shall have regard to the state of technological development and the cost of implementing any measures, including, where appropriate:
         1. (A)    pseudonymising and encrypting Personal Data;
         2. (B)    ensuring   confidentiality,   integrity,   availability   and resilience of its systems and services;
         3. (C)    ensuring that availability of and access to  Personal Data can be restored in a timely manner after an incident; and
         4. (D)    regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it;
         5. (E)    notify Customer without undue delay if it becomes aware of a Personal Data Breach;
         6. (F)    assist Customer in responding to any requests from Data Subjects and in ensuring compliance with its obligations under the Data Protection Legislation (GDPR)  with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators, save that if this  is not within the reasonable remit of the Products, this will be at Customer’s cost;
         7. (G)    at Customer’s written direction, delete (or put Beyond Use) or return Personal Data to Customer once provision of the Products has ceased, unless required by a legal obligation to store the Personal Data; and
         8. (H)    maintain records and information to demonstrate its compliance with Clauses 19.5(b), 19.6 and 19.7
            1. (i)    Sparta Telecom is subject to the confidentiality provisions of the Contract; and
            2. (ii)    Sparta Telecom may demonstrate its compliance with Clauses 19.5(b), 19.6 and 19.7 by complying with an approved code of conduct or by having an approved certification.
6. Customer consents to Sparta Telecom appointing the Third-Party Processors to assist it in providing the Products. If Sparta Telecom intends to change any of the Third-Party Processors, it will notify Customer by updating the Third-Party Processor List thereby giving Customer the opportunity to object to such change.
7. Sparta Telecom shall ensure that all agreements with the Third- Party Processors will incorporate terms that are substantially similar to those set out in this Clause 19. If a Third-Party Processor fails to fulfil its data protection obligations to Customer, Sparta Telecom will remain fully liable to Customer for such Third-Party Processor’s obligations.

1. Subject to Clause 20.2, neither Party will assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract without the prior written consent of the other Party.
2. Sparta Telecom may assign, transfer or subcontract any or all of its rights and obligations under the Contract a third party provided that Sparta Telecom remains primarily liable for the acts and omissions of such third party subject to the terms and conditions of the Contract.
3. Sparta Telecom may at its sole discretion provide the Products to Customer directly and/or through its Affiliates, agents and subcontractors, provided that Sparta Telecom remains primarily liable for the acts and omissions of its Affiliates, agents and subcontractors subject to the terms and conditions of the Contract.

1. A waiver of any right or remedy under a Contract or by law is only effective if given in writing and will not be deemed a waiver of any subsequent breach or default, except as set out in Clause 21.3.
2. A failure or delay by a Party to exercise any right or remedy provided under a Contract or by law will not constitute a waiver of that or any other right or remedy, nor will it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Contract or by law will prevent or restrict the further exercise of that or any other right or remedy, except as set out in Clause 21.3.
3. Customer must bring any dispute or claim arising out of or in connection with the Contract or its subject matter or formation (including non-contractual disputes or claims) within 12 calendar months of the date it first became aware or ought reasonably to have become aware of the facts giving rise to the liability or alleged liability or within the relevant statutory limitation period, whichever is the earlier or such dispute or claim will be barred.

1. The Contract will inure for the benefit of Sparta Telecom and its Affiliates from time to time.
2. Except as expressly provided in Clause 22.1, a person who is not a Party to a Contract will not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
3. The rights of the Parties to terminate, rescind or agree any variation, waiver or settlement under the Contract are not subject to the consent of any other person.

1. All notices to be given to a Party under the Contract will be in writing in English and will be marked for the attention of the person, and delivered by hand, or sent by first class prepaid post, or by email, as detailed for the Party below:

   • in the case of Sparta Telecom:

     Address:   Futures House, The Moakes, Luton, Bedfordshire LU3 3QB Attention: Head of Legal

     Email:    legal@spartatelecom.net;   and

   • in the case of Customer: using the details set out on the quote attached to these Customer Terms.

2. A Party may change the details recorded for it in this Clause 23 by notice to the other in accordance with Clause 23.1.
3. A notice will be treated as having been received:

   • if delivered by recorded delivery and signed for during Office Hours on a Business Day, when so delivered; and if delivered by recorded delivery, at the start of Office Hours on the next Business Day;

   • if sent by first class post, at the start of Office Hours on the second Business Day after posting if posted on a Business Day and at the start of Office Hours on the third Business Day after posting if not posted on a Business Day;

   • if sent by email, at the time of receiving a successful delivery receipt, provided a confirmatory copy of the notice is sent by first class post within 24 hours of sending the email, and

   • for the purposes of Clause 10.3(a), at the time of a verbal notification to Customer’s office address.

   • A notice will be issued to the owner of an account where he/they have sold the business to another person for the new owner to take ownership of the account/business.  Where the notice of change of ownership is not completed in full by both parties and returned to Sparta Telecom, then Sparta Telecom reserves the right to cease the line and close the account.

1. Subject to Clauses 5.2 and 8.7, Sparta Telecom may need to change these terms from time to time. Where any change is made Sparta Telecom will publish such change by publishing a notice or updated terms and conditions on its website. The customer will be notified by email of any change.
2. Where a change under Clause 24.1 is to Customer’s material detriment, Sparta Telecom will give Customer not less than one month’s notice in writing and Customer may terminate the Contract in accordance with Clause 10.2.

1. The Contract constitutes the entire agreement between the Parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
2. Each Party acknowledges that in entering into the Contract it does not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract.
3. Each Party agrees that it will have no claim for innocent or negligent misrepresentation or misstatement based on any statement in the Contract.

The expiry or termination of the Contract will not affect any provisions of it as are expressed to operate or have effect after its termination and will be without prejudice to any right of action already accrued to either Party in respect of any breach of the Contract by the other Party.

For any complaints, Customer should refer to the Sparta Telecom Code of Practice, which is found in the Sparta Telecom website.

1. The Contract is governed by and will be interpreted in accordance with the laws of England and Wales.
2. Each Party irrevocably agrees that the courts of England & Wales will have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with the Contract or its subject matter or formation (including non-contractual disputes or claims).

1. In the Contract:
   1. (a)    words and phrases used with capital letters have the meanings given in the glossary at the end of these Customer Terms, unless otherwise defined in a Product Order:
      1. (i)    Clauses are to Clauses in these Customer Terms  and to Paragraphs are to paragraphs of any supplementary terms agreed by the Sparta Telecom;
      2. (ii)    a person includes a corporate or unincorporated body (whether or not having a separate legal personality);
      3. (iii)    one gender will include a reference to any other gender;
      4. (iv)    a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time and will include all subordinate legislation made from time to time under that statute or statutory provision;
      5. (v)    writing or written does not include faxes;
      6. (vi)    the Contract or to any other agreement or document referred to in the Contract is a reference to the Contract or such other agreement or document as varied or novated (ineach case, other than in breach of the provisions of the Contract) from time to time;
   2. (c)    words in the singular will include the plural and vice versa;
   3. (d)    other than Customer’s obligation to pay the Charges in accordance with Clause 8.1, time will not be of the essence and any dates given are estimates only;
   4. (e)    the words "include(s)", "including" or "in particular" are deemed to have the words "without limitation" following them; and
   5. (f)    any  obligation  on  a  Party  not  to  do something  includes  an obligation not to allow that thing to be done.
2. In the case of conflict or ambiguity, the order of precedence for a Contract and any documents attached to or referred to in it will be as follows, in descending order of importance:
   1. (a)    the Product Order; then
   2. (b)    any supplemental terms agreed by Sparta Telecom Business; then
   3. (c)    these Customer Terms; then
   4. (d)    documents attached or referred to in the Contract.

1. Unlimited UK Landline Calls which includes 01, 02, 03,  0845 and 0870 will be free up to 60 minutes. To continue the free minutes, you must disconnect and recall to continue the call. If you go over the 60 minutes, then you would be charged for the reminder of the call. Where they are included in the package subject to our fair use policy. BUT excludes premium rate numbers, international numbers
2. Calls from landline to mobiles which are direct O2, 3, EE and Vodafone will be charged at normal rate. Calls to other networks including MVNO charges for mobiles may vary

.1 If the Subscriber does not pay a bill, Sparta Telecom may instruct a debt collection agency to collect payment (including any interest) on its behalf. If Sparta Telecom instructs an agency, the Subscriber must pay Sparta Telecom an additional sum.

2 This will not exceed the reasonable costs Sparta Telecom has to pay to the agency, who will add the sum to the Subscriber’s outstanding debt on Sparta Telecom’s behalf.

3 A letter of suspension of services notice will be issued to the Subscriber with the outstanding amount and date to be paid. And a default notice charge of £40 will be added to the Subscriber’s total bill, and will be shown in the suspension of services notice..

4 A Default notice will be issued if payment is still outstanding despite the Subscriber being informed and given time to pay. In this case when the default notice is issued along with and as part of the suspension notice, Credit reference agencies will be informed, and an entry will be applied to the Subscriber’s credit record. PLEASE NOTE: This could mean that you may have trouble getting credit in the future.

5 If any sum owed by the Subscriber to Sparta Telecom under the Contract or any other contract the Subscriber has with Sparta Telecom is not paid by the due date, Sparta Telecom may deduct this sum from any payment or credit due to the Subscriber under the Contract or any other contract with Sparta Telecom.  If a Subscriber’s account is subject to Sparta Telecoms Legal department, then the department’s decision will be final.

6 Failure to pay amounts owed to Sparta Telecom, Subscribers will be sent arrears letter, followed by a combined Suspension and default notice. Should outstanding payments still remain unpaid, Sparta Telecom will issue a legal warning notice. Any payments outstanding and still unpaid, Sparta Telecom will commence court action to recover amounts owed, by way of CCJ, and will incur  county court judgements or high court writ fees on top.

Please note: High court officers will add additional charges onto any order given to us under a schedule laid down by the court.