CONTRACT TERMS & CONDITIONS

1. CONTRACT DEFINITION

1.1 ‘Application Form’ means the application/order form relating to the provision of the Services in the form provided by Mi5G Bristol Ltd (MI5G) from time to time incorporating these terms and conditions.
1.2 ‘Associated Company’ means any subsidiary or holding company of MI5G or other associated company as defined by Sections 736 and 736A of the Companies ACT 1985.
1.3 ‘Authorised Person’ means a Director or authorised signatory of MI5G.
1.4 ‘Account Number’ means the account opened by MI5G in the name of the Customer upon creation of the Contract and relating to the Services.
1.5 ‘Customer’ means a person, company, body corporate or other entity or association whatsoever or howsoever whose Application Form is accepted by MI5G and for whom MI5G has opened an Account Number.
1.6 ‘Contract’ means the contract governed by these terms and conditions made between MI5G and the Customer created upon acceptance by MI5G of the Customers Application Form and evidenced by the opening of an Account Number. Subject to Clause 1.17, the Agreement becomes effective when signed by a Director or authorised signatory of MI5G.
1.7 ‘MI5G’ means Mi5G Bristol Ltd which expression shall, where the contest so requires, include its successors and assigns and any Associated Company thereof.
1.8 ‘MI5G Equipment’ means any equipment supplied by MI5G
1.9 ‘Additional Provisions’ means any Terms additional to those outlined within the Terms of this Agreement as evidenced on the Application Form.
1.10 ‘Discount’ means the amount at which any of the Services are provided by MI5G to the Customer during the Contract at less than the full rate as outlined under Additional Provisions on the Application Form.
1.11 ‘Discount Services’ means any Services provided by MI5G to the Customer from time to time and not charged for by MI5G from time to time or charged at a Discount.
1.12 ‘Least Cost Routing Software’ means software installed on a telephone system which automatically enables the routing of calls via different telephone operators.
1.13 “Minimum Term” means the minimum duration of this Contract, which unless otherwise expressly stated on this Application Form shall be 24 months from the date the Customer first starts to receive the Services.
1.14 ‘Services’ means re-routing the Customer’s telecommunications including without limitation all calls, voice, fax and data traffic over the MI5G Network and any additional Services as outlined on the Application Form and provided under the terms of this Agreement. Services shall be deemed to include Discount Services where appropriate.
1.15 ‘Services Literature’ means MI5G’s literature specific to the Services and other associated services existing from time to time.
1.16 ‘User’ means the Customer and any individual or company utilising the Services provided to the Customer under the Terms of this Agreement.
1.17 ‘Refusal of Service’ means the non-provision of the Services outlined on the Application Form due to circumstances outside of MI5G’s control and including, but not limited to, the Customer’s poor credit history. MI5G reserves the right to make a reasonable administrative charge for service thus far rendered to the Customer in such instances.

2. THE SERVICES

2.1 Services
a) The Customer shall complete, sign and return to MI5G an Application Form prior to MI5G agreeing to provide the Services.
b) By accepting these terms and conditions the customer is giving consent to MI5G undertaking a credit check on your business before agreeing to provide the services.
c) Where the Customer has Least Cost Routing Software available for use at its premises, MI5G will, if necessary, and at its sole discretion, reprogram it in order to provide the Services.
d) Where the Customer does not have Least Cost Routing Software available for use at its premises, MI5G will, if necessary, and at its sole discretion supply, install and connect the Customer to MI5G Access Equipment in order to provide the Services.
e) MI5G shall use all the reasonable care and skill of a competent telecommunications provider to provide the Customer with the Services throughout the term of the Contract.
f) MI5G shall be at liberty, where necessary, to improve, update or upgrade the Services or alter the provision of the Services without any notice to the Customer.
2.2 The Customer undertakes to MI5G that:
a) For the duration of the Minimum Term it will route all its inbound, non-geographic and outbound calls (including without limitation all its voice, fax and data traffic) via MI5G on an exclusive basis. For the avoidance of doubt the Customer acknowledges and accepts that during the Minimum Term it shall not use any services offered by a third party which are competitive with or substantially similar to the Services. In the event of any breach by the Customer of this Condition 2.2(a) the terms of Condition 4.12 shall apply;
b) The Services and the MI5G Network will only be used in accordance with the Contract;
c) Only the Customer and Users shall use the Services and the MI5G Network and no other person shall be suffered or permitted to use the same;
d) The customer understands that unlimited allowances are truly unlimited where usage is appropriate. Inappropriate usage would be considered as the following (i) any usage outside normal commercial practice, (ii) Any usage made via automated means, (iii) Any usage that damages or impairs the hosting network, (iv) Any usage considered fraudulent, abusive, illegal or nuisance, (v) Data usage where users regularly tether to 12 or more devices or have used 650GB of data twice within a 6month period. Usage exceeding 650GB will be charged at a rate of £4.00 + VAT per GB used over the 650GB allowance, (vi) Data use outside of the UK is not allowed. We may place a data bar on the service while we investigate usage in order to ascertain whether your unlimited usage is in line with these guidelines. In the event inappropriate usage is determined then we reserve the right to restrict services, adjust the plan or terminate the agreement based on the severity of misuse.
2.3 Upon the termination of the Contract:
a) no attempt shall be made to make calls via the Services or otherwise to use the MI5G Network and; (ii) the Customer shall pay in full an amount equal to the Discount for the period any of the Services have been supplied as Discount Services. Such payment to be in accordance with and subject to Condition 4;
b) The Services Literature and any other instructions regarding the use of the Services and the MI5G Network as may be notified to the Customer by MI5G from time to time shall be complied with promptly and such literature and instructions shall be deemed to form part of the Contract. 2.4 The Customer agrees that at all times during the term of the Contract it shall:
a) Provide access to all appropriate sites for any Authorised Persons during the Customer’s normal working hours and allow the removal, installation and maintenance of MI5G Access Equipment; b) Keep its telecommunications equipment including without limitation the MI5G Access Equipment in good working order and ensure that the equipment complies with all applicable standards and approvals so as to enable MI5G to provide the Services;
c) only use and connect those telephones, ducting, cables, sockets and other equipment to the MI5G Network that have been approved in advance by MI5G in writing and comply with all the relevant legislation relating to the use of such equipment;
d) Provide all reasonable assistance required by MI5G to enable it to provide the Services;
e) Inform MI5G by one month’s prior notice in writing of any premises relocation or change of telephone number(s) on which the Services are registered;
f) Provide a safe working environment for Authorised Persons working on the Customer’s premises;
g) Indemnify MI5G fully against all losses, liabilities, costs (including without limitation legal costs) and expenses which MI5G may incur as a result of any breach of the Customer’s obligations under the Contract or misuse of the Services or the MI5G Network;
h) pay MI5G (at its then current published rates) for all call-out visits required from MI5G where MI5G determines the problem with the Services or the MI5G Network is not the fault of MI5G or the MI5G Access Equipment or the MI5G Access Equipment has been damaged.
2.4 The Customer undertakes to MI5G to ensure that the Services and the MI5G Network are not used:-
a) for the transmission of any material which is intended to be a hoax call to emergency services or is of a defamatory, offensive, abusive, obscene or menacing character; or
b) Fraudulently or in connection with a criminal offence; or
c) Otherwise in a manner which constitutes a violation or infringement of the rights of any other party; or
d) Otherwise than for the purpose of a telecommunications system.

3. MI5G’S RIGHTS

3.1 MI5G shall be entitled to alter any access or authorisation number or method of accessing the Services from time to time and may reprogram the Customer’s equipment as a result.
3.2 MI5G may suspend the Services to the Customer at its sole discretion including but not limited to the following:-
a) In the interests of the quality of the Services or the MI5G Network;
b) If any credit limit agreed between MI5G and the Customer from time to time is exceeded;
c) If any term of the Contract is breached (including, without limitation, in the event of a failure to make any payment or provide any deposit required to be made or provided under the Contract);
d) In order to comply with an order, instruction or request of any government, emergency service organisation or other competent authority; or
e) If fraud or attempted fraud is suspected by MI5G (in its reasonable opinion) in connection with the use of the Services or the MI5G Network.
f) If in MI5G’s reasonable opinion it suspects the Customer is offering to resell the Services to any third party.
3.3 MI5G may collect and store data and information about the Customer and its use of the Services and provide this information to companies affiliated with MI5G including without limitation any Associated Company and (ii) third parties.

4. CHARGES AND PAYMENTS FOR THE SERVICES

4.1 All sums due to MI5G under the Contract shall become due on the date of the relevant invoice and are payable within 14 days (including week-ends and bank holidays) of the date of the relevant invoice. Unless otherwise stated, any rental or recurring charges are invoiced monthly in advance and call charges and any ad-hoc maintenance or similar charges are invoiced monthly in arrears which will begin on the date on which the Service becomes operational. Charges will be based on MI5G’s records
4.2 In the event of any error or omission in a MI5G invoice for any period, MI5G may issue a corrective invoice at a later date.
4.3 If the Customer fails to make any payment within the 14 day period following the date of the relevant invoice, without prejudice to its other rights hereunder, MI5G shall have the right to require the Customer to pay all sums due on demand.
4.4 Time of payment of all sums due to MI5G under the Contract shall be of the essence.
4.5 MI5G reserves the right to amend its charges for the Services from time to time.
4.6 MI5G shall use its best endeavours to bring to the attention of the Customer any variation in prices prior to their implementation.
4.7 MI5G reserves the right to vary any maintenance charges under the Contract in the event of additions to the Services or MI5G Equipment and to account for previous maintenance conducted under this Contract.
4.8 Without prejudice to MI5G’s rights to treat the non-payment as a material breach of the Contract, MI5G reserves the right to charge interest on outstanding amounts from the due date until payment is received in full at a rate equal to 4% per annum above the Lloyds TSB Bank plc base lending rate as current from time to time whether before or after judgment. Interest shall continue to accrue notwithstanding termination of the Contract for any cause whatsoever and is deemed to accrue on a day to day basis from and including the date for payment under Condition 4.1.
4.9 MI5G reserves the right to charge for administrative costs incurred by MI5G in pursuing late payers.
4.10 All sums due to MI5G under the Contract are subject to Value Added Tax (‘VAT’), and any other applicable taxes, levies or charges which may from time to time be introduced.
4.11 The Customer shall be liable for all charges arising from use of the Services by any person utilising the Customer’s registered Services telephone number(s) (with or without Customer’s authorisation) until such time as the Customer has notified MI5G of any unauthorised use of the Service. Such notice should be sent by the Customer to MI5G in writing by 1st Class Recorded Delivery. The Customer must retain the relevant receipt as proof.
4.12 MI5G shall be entitled to charge an additional monthly administrative fee of £200.00, if the Customer procures carrier services from a third-party where MI5G are providing lease line Services.
4.13 Details of the Contract and the conduct of the Account will be registered with a licensed Credit Reference Agency. Information thus registered may be used to help make credit decisions or, fraud prevention or the tracing of debtors.
4.14 In the event of the Customer obtaining any services from a third party which are competitive with or substantially similar to the Services during the Minimum Term or if there has been a material breach of the Contract, the Customer accepts that MI5G shall be entitled to invoice the Customer during each month of the remainder of the Minimum Term an amount equal to either: a) The average of the monthly amounts invoiced by MI5G to the Customer prior to the breach by the Customer of Condition 2.2(a); or
b) The actual amount payable by the Customer for the Services during such month (whichever is the higher).

5. MI5G ACCESS EQUIPMENT

5.1 The Customer shall provide without charge or cost to MI5G appropriate equipment space, ducting, environment and continuous stable electrical power to install and maintain the MI5G Access Equipment at its premises and to enable MI5G to provide the Services.
5.2 It is deemed that title to any MI5G Access Equipment shall remain with MI5G and whilst the MI5G Access Equipment is on the Customer’s premises, the Customer shall ensure that it is kept safe, secure and fully insured and is not interfered with by any person.
5.3 Upon termination of the Contract, the Customer will ensure that MI5G is allowed prompt access to all relevant premises to remove the MI5G Access Equipment.
5.4 On termination of this Agreement, the Customer must return all MI5G Access Equipment supplied by MI5G within 14 days and in good working order. If the Customer fails in this respect, they will be liable for any costs MI5G incur in recovering the Equipment. If MI5G are prevented from recovering the Equipment, or if the Customer fails to return it to MI5G, the customer will be liable to pay to MI5G on demand a reasonable sum commensurate with the value of the Equipment.

6. TERMINATION

6.1 Subject to Condition 6.2, the Contract shall continue for the Minimum Term and, thereafter: 6.1.1 if the Customer is a consumer or employs less than 10 employees (a “Specified Customer”) and the Services to be provided by MI5G are (i) fixed line telephone services and/or (ii) fixed broadband services (each a “Fixed Service”) then the Contract in relation to such Fixed Service shall automatically terminate at the end of the Minimum Term and the parties shall be entitled to enter into a new Contract in relation to such Fixed Services; or
6.1.2 if the Customer is not a Specified Customer or the Service to be provided by MI5G under the Contract is not a Fixed Service then the Contract in relation to such Services (other than Fixed Services) shall automatically renew for consecutive 12 month periods (each a “Renewal Period”) until terminated by either party in accordance with the terms of this Contract.
6.2 Where MI5G are exclusively providing maintenance Services, such Services shall automatically renew for consecutive 12 month periods until terminated by either party on giving 45 days written notice of their intention to terminate.
6.3 This Contract may be terminated by either party upon giving the other party 90 days’ prior written notice, such notice to take effect at the end of the Minimum Term or a Renewal Period as the case may be.
6.4 MI5G (without prejudice to its other rights) may terminate the Contract forthwith in the event that:
a) the Customer fails to make any payment when it becomes due to MI5G or shall default in due performance or observance of any obligation under the Contract or any other contract with MI5G or an Associated Company and (in the case of remedial breach) fails to remedy the breach within a reasonable time specified by MI5G in its written notice so to do; or
b) an interim order is made, or a voluntary arrangement approved, or if a petition for a bankruptcy order is presented or a bankruptcy order is made against the Customer or if any circumstances arise which entitle the court or a creditor to appoint a receiver, administrative receiver or administrator or to present a winding-up petition or make a winding-up order.
6.5 The terms of this Contract shall continue to bind the parties hereto to such extent and for so long as may be necessary to give effect to the rights and obligations embodied in it including without limitation Conditions 2.2, 4, 7 and 8.
6.6 If the Contract is terminated by either party hereto, the Customer shall:
a) Pay to MI5G all arrears of charges, Termination fees and any interest payable under the Contract and;
b) return to MI5G all equipment owned or provided by MI5G and/or allow MI5G or its Agent access forthwith to the Customer’s premises for the removal of any MI5G Access Equipment and pay any reasonable charges MI5G may have incurred in so doing;
c) Undertake and comply with the provisions of Condition 2.2(d); and
d) Cease being provided the Services and have no right to use the same.
6.7 If the broadband contract is terminated by either party within the minimum term a cancellation/ migration charge of £100.00 + VAT per service, plus the remainder of the contract term will be incurred. Outside of the minimum term a cancellation fee/migration charge of £35.00 + VAT per broadband service will be incurred upon ceasing. Other charges may be applicable as per your contract.
6.8 If the mobile broadband contract is terminated by either party within the minimum term a cancellation/ migration charge of £100.00 + VAT per service, plus the remainder of the contract term will be incurred. Outside of the minimum term a cancellation fee/migration charge of £35.00 + VAT per mobile broadband service will be incurred upon ceasing. Other charges may be applicable as per your contract.
6.9 If the Contract is terminated early by the Customer, the Customer shall:
a) Pay to MI5G the Average Revenue Per User (ARPU) that would have accrued if the Contract were not terminated. The Customer acknowledges that this payment is reasonable and proportionate to protect MI5G’s interests in performing this Contract.

7. CONFIDENTIALITY

7.1 The Customer and any User shall at all times keep confidential the terms of this Contract and all matters relating to the Services, and shall not disclose the same to any third party without the prior written consent of MI5G.
7.2 The confidentiality obligations set out in Condition 7.1 shall survive the termination of the Contract.
7.3 Nothing in the Agreement shall prevent MI5G disclosing any of the Customer’s confidential information to a Service Provider’s employees, sub-contractors, advisers and other consultants on a ‘need to know’ basis provided those persons are aware of the confidential nature of the information.

8. LIMITATION OF LIABILITY

8.1 The following provisions set out MI5G’s entire liability (including any liability for the acts and omissions of its directors, officers, employees, agents or sub-contractors) to the Customer in respect of:
(a) Any breach of its contractual obligations arising under this Contract; and
(b) Any representation statement or tortuous act or omission including negligence arising under or in connection with this Contract.
8.2 Any act or omission on the part of MI5G or their directors, officers, employee’s agents or sub- contractors falling within Condition 8.1 shall for the purposes of this Condition 8 be known as an “Event of Default”.
8.3 MI5G’s liability to the Customer for the tort of deceit and for death or injury resulting from their own or that of their directors, officers’, employees’, agents’ or sub-contractors’ negligence shall not be limited.
8.4 Subject to the provisions of condition 8.3, MI5G’s entire liability in respect of any event of default shall be limited to damages not exceeding the sums paid by the customer to MI5G for the services pursuant to this Agreement in the preceding twelve month period in the case of a single event of default and twice the sums paid by the customer to MI5G for the services pursuant to this Agreement in the preceding twelve month period in the case of all events of default or series of connected events of default occurring in any twelve month period.
8.5 Subject to Condition 8.3, MI5G shall not be liable to the Customer in respect of any Event of Default for loss of profits, goodwill, contracts, opportunity or any other type of special, indirect or
consequential loss whatsoever or howsoever even if such loss was reasonably foreseeable or MI5G had been advised of the possibility of the Customer incurring the same.
8.6 If a number of Events of Default give rise substantially to the same loss then they shall be regarded as giving rise to only one claim under the Contract.
8.7 Except in the case of an Event of Default arising under Condition 8.3, MI5G shall have no liability to the Customer in respect of any Event of Default unless the Customer shall have served notice of the same upon MI5G within six months of the date the Customer became aware of the circumstances giving rise to the Event of Default or the date when it ought reasonably to have become so aware.
8.8 MI5G shall not be responsible for complying with statutory regulations, or local by-laws, or the fulfilment of any special regulations affecting the Customer.
8.9 Save as set out in Condition 8.3, MI5G shall have no liability under this Contract of the acts and omissions of other public telecommunication operators or the breakdown total or partial of the MI5G Network or any other network.
8.10 To the extent that all or any part of the Services are faulty, unavailable or interrupted, the Customers sole and exclusive remedy shall be to be compensation in accordance with compensation schemes that may be introduced from time to time by MI5G.
8.11 MI5G shall not be liable for faults in the Customer’s telecommunications equipment which result in MI5G being unable to provide the Services.
8.12 Dates and terms for provisions of the Services shall be estimates only and no liability shall accrue to MI5G for failure to meet any such dates or times. MI5G will not be held responsible for any loss due to programming errors or omissions made by any person.
8.13 In the event of any failure in the Services, MI5G shall not be liable to the Customer for any charges incurred by the Customer should it direct its Services to another carrier.
8.14 MI5G reserves the right not to provide the Services due to any technical limitation in the Customer’s telephone system, telephone exchange or MI5G Access Equipment.
8.15 The obligations set out in this Condition 8 as to limitations of liability shall remain in full force and effect notwithstanding the expiration or any termination of this Contract for any reason whatsoever.

9. DEPOSIT

9.1 MI5G may at any time before or after the provision of the Services require payment by the Customer in a manner specified by MI5G of a sum to be held by way of a deposit as and against any charges arising from use of the Services by the Customer and MI5G shall be entitled to offset such deposit against any sums due under this Contract from time to time including interest due or owing to MI5G pursuant to Condition 4.7.
9.2 Any deposit held by MI5G will not accrue interest whatsoever although any deposit (or part thereof) which is held by MI5G for over one year and which is subsequently repaid to the Customer may, at MI5G’s discretion, attract interest at an amount determined by MI5G.

10. DATA

10.1 In this clause:
10.1.1 Controller, Data Subject, Personal Data, Processor and processing shall have the respective meanings given to them in applicable Data Protection Laws from time to time (and related expressions, including process, processed, processing, and processes shall be construed accordingly) and international organisation and Personal Data Breach shall have the respective meanings given to them in the GDPR; 10.1.2 Data Protection Laws means, as binding on either party or the Services:
(a) the Directive 95/46/EC (Data Protection Directive) and/or Data Protection Act 1998 or the GDPR;
(b) any laws which implement any such laws; and
(c) Any laws that replace, extend, re-enact, consolidate or amend any of the foregoing. 10.2 GDPR means the General Data Protection Regulation (EU) 2016/679;
10.2.1 Protected Data means Personal Data received from or on behalf of the Customer in connection with the performance of MI5G’s obligations under this Agreement; and
10.2.2 Sub-Processor means any agent, subcontractor or other third party (excluding its employees) engaged by MI5G for carrying out any processing activities on behalf of the Customer in respect of the Protected Data.
Compliance with Data Protection Laws
10.3 The parties agree that the Customer is a Controller and that MI5G is a Processor for the purposes of processing Protected Data pursuant to this Agreement. The Customer shall at all times comply with all Data Protection Laws in connection with the processing of Protected Data. The Customer shall ensure all instructions given by it to MI5G in respect of Protected Data (including the terms of this Agreement) shall at all times be in accordance with Data Protection Laws.
10.4 MI5G shall process Protected Data in compliance with the obligations placed on it under Data Protection Laws and the terms of this Contract.
Instructions
10.5 MI5G shall:
10.5.1 only process (and shall ensure MI5G personnel only process) the Protected Data in accordance with this Agreement (and not otherwise unless alternative processing instructions are agreed between the parties in writing) except where otherwise required by applicable law (and shall inform the Customer of that legal requirement before processing, unless applicable law prevents it doing so on important grounds of public interest); and
10.5.2 If MI5G believes that any instruction received by it from the Customer is likely to infringe the Data Protection Laws it shall promptly inform the Customer and be entitled to cease to provide the relevant Services until the parties have agreed appropriate amended instructions which are not infringing.
Security
10.6 Taking into account the state of technical development and the nature of processing, MI5G shall implement and maintain the technical and organisational measures to protect the Protected Data against accidental, unauthorised or unlawful destruction, loss, alteration, disclosure or access.
Sub-processing and personnel
10.7 MI5G shall:
10.7.1 not permit any processing of Protected Data by any agent, subcontractor or other third party (except its or its Sub-Processors’ own employees in the course of their employment that are subject to an enforceable obligation of confidence with regards to the Protected Data) without the prior written authorisation of the Customer;
10.7.2 prior to the relevant Sub-Processor carrying out any processing activities in respect of the Protected Data, appoint each Sub-Processor under a written contract containing materially the same obligations as under this clause 10 that is enforceable by MI5G and ensure each such Sub-Processor complies with all such obligations;

10.7.3 remain fully liable to the Customer under this Agreement for all the acts and omissions of each Sub-Processor as if they were its own; and
10.7.4 ensure that all persons authorised by MI5G or any Sub-Processor to process Protected Data are subject to a binding written contractual obligation to keep the Protected Data confidential.
Assistance
10.8 MI5G shall (at the Customer’s cost):
10.8.1 assist the Customer in ensuring compliance with the Customer’s obligations pursuant to Articles 32 to 36 of the GDPR (and any similar obligations under applicable Data Protection Laws) taking into account the nature of the processing and the information available to MI5G; and
10.8.2 taking into account the nature of the processing, assist the Customer (by appropriate technical and organisational measures), insofar as this is possible, for the fulfilment of the Customer’s obligations to respond to requests for exercising the Data Subjects’ rights under Chapter III of the GDPR (and any similar obligations under applicable Data Protection Laws) in respect of any Protected Data.
International transfers
10.9 MI5G shall not process and/or transfer, or otherwise directly or indirectly disclose, any Protected Data in or to countries outside the United Kingdom or to any international organisation without the prior written consent of the Customer.
Audits and processing
10.10 MI5G shall, in accordance with Data Protection Laws, make available to the Customer such information that is in its possession or control as is necessary to demonstrate MI5G’s compliance with the obligations placed on it under this clause 10 and to demonstrate compliance with the obligations on each party imposed by Article 28 of the GDPR (and under any equivalent Data Protection Laws equivalent to that Article 28), and allow for and contribute to audits, including inspections, by the Customer (or another auditor mandated by the Customer) for this purpose (subject to a maximum of 1 audit request in any 12 month period under this clause 10.10).
Breach
10.11 MI5G shall notify the Customer without undue delay and in writing on becoming aware of any Personal Data Breach in respect of any Protected Data.
Deletion/return
10.12 On the end of the provision of the Services relating to the processing of Protected Data, at the Customer’s cost and the Customer’s option, MI5G shall either return all of the Protected Data to the Customer or securely dispose of the Protected Data (and thereafter promptly delete all existing copies of it) except to the extent that any applicable law requires MI5G to store such Protected Data. This Condition 10 shall survive termination or expiry of this Agreement.

11. ASSIGNMENT

11.1 The Customer shall not assign, transfer, sub-contract, delegate or otherwise deal with all or any of its rights under the Contract.
11.2 MI5G shall have the right to assign or otherwise transfer, sub-contract, delegate all or any of its rights and obligations hereunder to an Associated Company or other person.

12. FORCE MAJEURE

Neither MI5G or the Customer shall be liable to the other for any loss or damage which may be suffered by the other party due to any cause beyond the first party’s reasonable control including without limitation any act of God, inclement weather, failure or shortage of power supply, flood, drought, lightning or fire, strike, lock-out, trade dispute or labour disturbance, the act or omission of Government. highway authorities, public telecommunication operators or other competent authority, war, military operations, or riot, difficulty, delay or failure in manufacture, production or supply by third parties of the Services or any part thereof.

13. NO WAIVER

Failure by either MI5G or the Customer to exercise or enforce any right conferred by this Contract shall not be deemed to be a waiver of any such right nor operate so as to bar the exercise or enforcement thereof or of any other right on any later occasion.

14. ENTIRE CONTRACT

The Contract represents the entire understanding between the parties in relation to the subject matter of the Contract and supersedes all other agreements and representations made by either party, whether oral or written.

15. SERVICE OF NOTICE

14.1 All notice to MI5G herein provided shall be sent by the Customer in writing by 1st Class Recorded Delivery post and the Customer must retain the relevant receipt as proof.

16. GENERAL

16.1 Reference to any statute or statutory provision includes a reference to that statute or statutory provision us from time to time amended, extended or re-enacted, with or without amendment.
16.2 Unless there is something inconsistent in the subject or contest, words denoting the singular number only include the plural and vice versa; words denoting one gender only include the other genders.
16.3 Unless the context otherwise requires, a reference to a Condition is to a condition of the Contract.
16.4 The headings in the Contract are inserted for convenience only and do not affect its interpretation.
16.5 If any provision of the Contract is held invalid, illegal or unenforceable for any reason, such provision shall be severed and the remainder of the provisions hereof shall continue in full force and effect as if the Contract had been entered into with the invalid provision eliminated.
16.6 A person who is not a party to this Contract has no right under the Contracts (Rights of Third parties) ACT 1999 to enforce any provisions of this Contract.

17. GOVERNING LAW

The Contract shall be governed, construed and interpreted is accordance with English law and the parties submit to the exclusive jurisdiction of the English courts as regards any claim, matter or dispute arising out of or relating to the Contract or any document entered into pursuant to the Contract.