UNCHAINED ISP LIMITED

MASTER SERVICES AGREEMENT

Last Updated: 30th September 2024

Master Service Agreement | Page 1 of

Index

  1. Definitions and Interpretation

  2. Term

  3. Orders

  4. Services

  5. Software

  6. Equipment

  7. Charges and Rebates

  8. Use of the Services

  9. Suspension of the Service

  10. Maintenance

  11. Intellectual Property Rights

  12. Indemnities

  13. Limitation of Liability

  14. Force Majeure

  15. Termination

  16. Consequences of Termination

  17. Confidential Information

  18. Assignment

  19. Escalation and Dispute Resolution

  20. No Partnership or Agency

  21. Variations

  22. Entire Agreement

  23. Notices

  24. Waiver

  25. Severance

  26. Governing Law and Jurisdiction

  27. Counterparts

  28. Anti-Bribery

  29. Agreement & Schedule Amendment

THIS AGREEMENT is made BETWEEN:

  1. UNCHAINED ISP LIMITED is a limited company incorporated in England and Wales with registration number 10290935, whose registered office is at UNCHAINED ISP LIMITED, 148 ROSE BOWL, PORTLAND CRESCENT, LEEDS, ENGLAND, LS1 3HB and principal place of business is at UNCHAINED ISP LIMITED, 148 ROSE BOWL, PORTLAND CRESCENT, LEEDS, ENGLAND, LS1 3HB (“UNCHAINED ISP LIMITED”);

And

  1. THE CUSTOMER identified in the contract application (the “Customer”)

The parties to this Agreement agree to sign this Agreement by electronic signature (whatever the form the electronic signature takes) and agree that such method of signature shall be equally conclusive of their intention to be bound by the terms and conditions of this Agreement.

By signing up for the Services you warrant that you are capable of entering into a binding contract; or are acting with the express permission of a person or organisation and using the payment details of that person and that they also agree to be bound by the terms of this Agreement. You also agree to comply and adhere to any and all applicable laws and regulations in relation to this Agreement.

1. Definitions and Interpretation

1.1. In this Agreement, the following expressions shall have the following meanings unless the context otherwise requires:

Term Definition
“Acceptable Use Policy” UNCHAINED ISP LIMITED's acceptable use policy concerning use of the Service at the Appendix to this Agreement as may be updated from time to time in accordance with clause 8.13.7;
“the Act” the Communications Act 2003;
“Agreement” the execution page, the Particulars of Contract and these General Terms and Conditions;
“Appropriate Use” the use of services in accordance with the Numbering Conventions set down by Ofcom which govern the use and management of numbers and codes from the United Kingdom's Specified Numbering Scheme;
“Associated Company” Each and any Parent Undertaking or Subsidiary Undertaking of a company and each and any Subsidiary Undertaking of a Parent Undertaking of that company;
“Business Day” any day which is not a Saturday, a Sunday or a bank or public holiday in England;
“Charges” the charges for use, installation and delivery of the Services as specified in the Service Schedule;
“CLI” or “Caller Line Identifier” a single telephone line with a unique telephone number allocated as part of the UK national switched network;
“Customer” the party identified in the application for an account;
“Customer Information” the information that the Customer should provide to UNCHAINED ISP LIMITED in relation to the Services;
“Code” any Code of Practice relevant to the Services issued by Phonepay Plus or Ofcom as amended from time to time;
“Confidential Information” all confidential information disclosed to or obtained by one party from the other or from a third party;
“the Equipment” the system for the conveyance of signals that UNCHAINED ISP LIMITED operates in connection with the provision of the Service;
“Go Live Date” the date when UNCHAINED ISP LIMITED notifies the Customer that the Service is ready for use;
“Insolvency Event” the occurrence of specified events in relation to the relevant entity;
“Order” The services provided by UNCHAINED ISP LIMITED to the Customer as specified in a Service Schedule;
“Service” any agreement between the parties stated as being subject to the terms of this Agreement;
“Service Credit” the credit offered by UNCHAINED ISP LIMITED for any failure by UNCHAINED ISP LIMITED to perform the Services in accordance with the Service Levels;
“Service Levels” the service levels in respect of the Services and specified in the Service Schedule;

1.2. The clause headings are for convenience only and shall not affect the interpretation of this Agreement.

3. Orders

3.1. The terms and conditions set out in this Agreement shall:

3.1.2. prevail over any inconsistent terms or conditions contained in the Customer's purchase order;

3.4. Each individual Service is subject to its own notice period.

4. Services

4.1. During the Term, and subject to the Customer’s compliance with this Agreement, UNCHAINED ISP LIMITED shall provide the Services to the Customer to the standards of a reasonable communications services provider.

4.2. UNCHAINED ISP LIMITED shall use reasonable endeavours to perform the Services in accordance with the Service Levels.

4.3. If UNCHAINED ISP LIMITED fails to provide the Services to meet any Service Levels then UNCHAINED ISP LIMITED shall take reasonable steps to rectify the failure.

5. Software

5.1. UNCHAINED ISP LIMITED hereby grants the Customer the right to use all software provided by UNCHAINED ISP LIMITED as part of the Services. Such license shall terminate immediately on cessation of the provision of the applicable Services.

6. Equipment

6.1. The Equipment will at all times remain the property of UNCHAINED ISP LIMITED or the Service Provider unless otherwise agreed.

6.2. The Customer will ensure that the Equipment is used only for the purposes of the Services.

7. Charges

7.1. The Customer shall pay to UNCHAINED ISP LIMITED the Charges for the Services provided.

7.2. All Charges payable by the Customer shall be payable in British Pounds Sterling within fourteen (14) days of the invoice date.

8. Use of the Services

8.1. The Customer shall ensure that its Users use the Services in accordance with support processes and operating instructions.

8.3. The Customer shall not permit any User to engage in Prohibited Activities.

9. Suspension of the Service

9.1. UNCHAINED ISP LIMITED may suspend or block the Customer’s (or any User’s) access to the Service in specified circumstances.

10. Maintenance

10.1. UNCHAINED ISP LIMITED shall consult with the Customer regarding the time periods for conducting maintenance works.

11. Intellectual Property Rights

11.1. All Intellectual Property Rights in the Services shall be owned by UNCHAINED ISP LIMITED or its related companies.

12. Indemnities

12.1. The Customer shall fully indemnify UNCHAINED ISP LIMITED from all Losses arising from the misuse of the Service.

13. Limitation of Liability

13.1. UNCHAINED ISP LIMITED shall not be liable for any failure or delay in performing obligations under specified conditions.

14. Force Majeure

Neither Party will be liable for any breach of the Agreement due to any cause beyond that party’s reasonable control.

15. Termination

15.1. The Agreement may be terminated by either Party on written notice.

16. Consequences of Termination

16.1. On termination of any Service Schedule, the Customer shall cease to use the Services.

17. Confidential Information

17.1. Each party may be given access to Confidential Information to perform obligations under this Agreement.

18. Assignment

18.1. Neither party shall assign this Agreement without the prior written consent of the other.

19. Escalation and Dispute Resolution

19.1. If a dispute arises, the parties shall follow the dispute escalation procedure set out by UNCHAINED ISP LIMITED.

20. Variations

No variation of this Agreement shall be valid unless in writing and signed.

21. Entire Agreement

This Agreement constitutes the entire agreement between the Parties.

22. Notices

Any notice shall be in writing and served as detailed.

23. Waiver

No waiver by either Party of any breach shall be considered as a waiver of any subsequent breach.

24. Severance

If any provision is held to be invalid or unenforceable, the validity of other provisions shall not be affected.

25. Governing Law and Jurisdiction

This Agreement shall be governed by the laws of England.

26. Third Party Rights

Any person who is not a party to this Agreement shall not have rights under it.

27. Counterparts

This Agreement may be executed in any number of counterparts.

28. Anti-Bribery

The Customer shall comply with all applicable anti-bribery laws.

29. Agreement & Schedule Amendment

UNCHAINED ISP LIMITED reserves the right to change these terms at its discretion.