Terms & Conditions — October 2026 Onwards

For agreements entered into from October 2026

These Conditions apply to agreements entered into from October 2026. For agreements entered into before then, see our Pre-October 2026 Terms & Conditions.

MID Digital Solutions Limited - Conditions

1. Basis of Contract

1.1 These Conditions incorporate the defined terms and rules of interpretation contained in clause 17. The Customer’s special attention is drawn to clauses 6, 7, 8, 12, 13 and 14 of these Conditions.

1.2 Any Proposal given by MID Digital shall not constitute an offer and is only valid for a period of 20 Business Days (or such shorter or longer period as may be specified in the Proposal itself) from its date of issue (Order Period). If the Customer accepts the position set out in the Proposal, it shall be required to raise an Order within the Order Period.

1.3 The Order constitutes an offer by the Customer to purchase the Services and Equipment (as applicable) in accordance with these Conditions. These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing. The Customer waives any right it might otherwise have to rely on any term endorsed upon, delivered with or contained in any documents of the Customer that is inconsistent with these Conditions.

1.4 Where the Customer is a Microenterprise, Small Enterprise Customer or a Not-for-Profit Customer (each as defined in Ofcom’s General Conditions of Entitlement) the Customer may have enhanced rights in connection with the Contract that arise under the General Conditions of Entitlement. These Conditions do not seek to exclude those rights where they are incapable of exclusion.

1.5 MID Digital’s employees, representatives and agents are not authorised to make any representations concerning the Equipment or the Services unless confirmed by MID Digital in writing. In entering into the Contract, the Customer acknowledges that it does not rely on any such representations, which are not so confirmed.

1.6 Acceptance of the Order is at MID Digital’s discretion and subject to the:

1.6.1 availability of the Equipment;

1.6.2 Customer entering into an Equipment Lease (where applicable); and

1.6.3 Customer providing MID Digital with such information as MID Digital may reasonably request for the purpose of determining the Customer’s credit worthiness and, in this regard, the Customer acknowledges and agrees that MID Digital may carry out credit checks on the Customer,

and the Order shall only be deemed to be accepted when MID Digital confirms in writing its acceptance of it, at which point and on which date the Contract shall come into existence (Commencement Date).

2. Where the Customer enters into an Equipment Lease

2.1 Where the Customer is to enter into an Equipment Lease, then:

2.1.1 the Equipment will be provided to the Customer by the Leasing Company subject to the terms of the Equipment Lease and not by MID Digital;

2.1.2 MID Digital has no liability or responsibility for the performance of the Leasing Company;

2.1.3 without limitation, MID Digital has no responsibility or liability for the Equipment, its performance, provision or supply, or for any Losses that the Customer may suffer or incur in connection with its entry into the Equipment Lease or its contractual relationship with the Leasing Company;

2.1.4 it is a condition of the Contract that the Customer:

(a) has entered into the Equipment Lease on or by the Commencement Date and will provide a true copy thereof to MID Digital;

(b) will fully comply with the terms of the Equipment Lease throughout the Initial Contract Period or Renewal Contract Period (as the case may be); and

(c) immediately notify MID Digital in writing of any termination, cancellation, breach, notice of default or any other matter arising under or in connection with the Equipment Lease which may have an impact on the Contract; and

2.1.5 MID Digital shall provide Services only (and not Equipment), and the Contract will be construed to that effect and nothing in the Contract will make MID Digital liable for the provision or performance of the Equipment or for any of the Leasing Company’s obligations towards the Customer under the Equipment Lease.

2.2 The Customer acknowledges and agrees that:

2.2.1 MID Digital will enter into the Contract on the basis that the Customer will require Services in connection with the Equipment that is to be supplied pursuant to an Equipment Lease for the full Initial Contract Period or Renewal Contract Period (as the case may be);

2.2.2 early termination (for whatever reason, including without limitation default by the Leasing Company) or variation of the Equipment Lease shall not operate to terminate or discharge the parties’ obligations under the Contract, which shall continue notwithstanding such termination or variation of the Equipment Lease;

2.2.3 in the event of any early termination or variation of the Equipment Lease:

(a) MID Digital shall continue to make the Services available to the Customer;

(b) the Customer shall be required to source alternative Equipment in order to fulfil its requirements for the Services; and

(c) there shall be no reduction in the Service Charges for any period during which the Equipment is unavailable, repossessed, returned, removed, withdrawn or otherwise not used as a result of such early termination or variation of the Equipment Lease.

3. Where the Customer is to purchase Equipment from MID Digital

3.1 The Equipment is described in the Proposal. MID Digital reserves the right to amend the specification or description of the Equipment if required by any applicable statutory or regulatory requirement, and MID Digital shall notify the Customer as soon as reasonably possible in any such event.

3.2 The risk in the Equipment shall pass to the Customer on delivery in accordance with clause 4.

3.3 Where MID Digital has agreed to sell and the Customer has agreed to purchase the Equipment for a single payment at the start of the Contract, then title to the Equipment shall not pass to the Customer until MID Digital receives payment in full (in cash or cleared funds) for the Equipment.

3.4 Where MID Digital has agreed to accept payment for the Equipment by way of instalments (and those instalments are not expressed in the Proposal as being in connection with the hire of the Equipment) as part of the Service Charges, then title shall only pass to the Customer if:

3.4.1 MID Digital has received in full and in cleared funds payment of all Service Charges (and any other sums) owing from the Customer throughout the term of the Contract;

3.4.2 the Contract has not terminated before the end of the Initial Contract Period (or any extension thereto) (for any reason); and

3.4.3 the Customer is not in breach of any of the terms of the Contract.

3.5 Provided that the requirements of clause 3.4 have been met then such title to the Equipment as MID Digital had on the Commencement Date shall transfer to the Customer automatically upon receipt by MID Digital in full and in cleared funds of the final instalment of the Service Charge. The Equipment shall transfer to the Customer in the condition and at the location in which it is found on the date of transfer (and MID Digital provides no warranty or assurance as to the condition of the Equipment at that time).

3.6 In each case, until title to the Equipment has passed to the Customer, the Customer shall:

3.6.1 maintain the Equipment in satisfactory condition and keep it insured against all risks for its full price on MID Digital's behalf from the date of delivery;

3.6.2 not, without the prior written consent of MID Digital, part with control of (including for the purposes of repair or maintenance), sell or offer for sale, underlet or lend the Equipment or allow the creation of any mortgage, charge, lien or other security interest in respect of it;

3.6.3 not suffer or permit the Equipment to be confiscated, seized or taken out of its possession or control under any distress, execution or other legal process, but if the Equipment is so confiscated, seized or taken, the Customer shall notify MID Digital and the Customer shall at its sole expense use its best endeavours to procure an immediate release of the Equipment and shall indemnify MID Digital on demand against any and all Losses suffered or incurred by MID Digital as a result of such confiscation;

3.6.4 notify MID Digital immediately if it becomes subject to any of the events listed in clause 13.4.1 to clause 13.4.4; and

3.6.5 give MID Digital such information as MID Digital may reasonably require from time to time relating to:

(a) the Equipment; and

(b) the ongoing financial position of the Customer.

3.7 At any time before title to the Equipment passes to the Customer, MID Digital may require the Customer to deliver up all Equipment in its possession at the Customer’s cost and if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Equipment is stored in order to recover it.

4. DELIVERY OF EQUIPMENT (Where the Customer purchases Equipment from Mid Digital)

4.1 MID Digital shall deliver the Equipment to the location set out in the Proposal or such other location as the parties may agree in writing (Customer Premises) on or around the date notified by MID Digital for delivery and/or instalment of the Equipment. Any dates quoted for delivery and/or installation of the Equipment are approximate only, the time of delivery and/or installation is not of the essence and any delay in meeting delivery, installation or performance dates shall not give rise to a right to cancel the Contract or to claim damages.

4.2 Delivery of the Equipment shall be completed on the arrival of the Equipment at the Customer Premises. MID Digital may terminate the Contract and charge the Customer for all associated costs or store the Equipment and charge the Customer for the costs of storage (including insurance costs) if the Customer fails to take delivery of the Equipment and/ or permit entry to MID Digital (or its representatives) to install the Equipment.

5. Equipment Warranty

5.1 MID Digital is not the manufacturer of Equipment that will be supplied under the Contract. MID Digital shall (where it supplies the Equipment) pass on the benefit of any unexpired warranties it receives from the manufacturer of the Equipment and, where the Equipment is provided by the Leasing Company, will use reasonable endeavours to do so (in both cases the Warranty), the length of which shall be as stated by the relevant manufacturer and is hereafter referred to as the Warranty Period. The Customer acknowledges and agrees that the benefit of such Warranty constitutes its sole and exclusive remedy of any claim it may have relating to the quality and/or fitness for purpose of the Equipment.

5.2 If during the relevant Warranty Period, the Customer notifies MID Digital in writing of any inherent defect in the Equipment arising under normal use in consequence of which the Equipment fails to conform in all material respects with the specification, MID Digital shall use reasonable efforts to make a claim under the Warranty and obtain the remedy offered by the relevant manufacturer for the Customer. The Customer may be required to make a claim under the Warranty directly, and MID Digital shall notify the Customer that this is the case when the Customer contacts MID Digital to make a claim under the Warranty.

5.3 Where:

5.3.1 a repair is not free of charge under the relevant Warranty;

5.3.2 the Equipment has fallen out of Warranty; or

5.3.3 where the fault is caused by any of the factors or circumstances outlined in clause 5.5 or otherwise due to the Customer’s negligence or its breach of the Contract,

a quotation shall be provided for the cost of repair with an approved 3rd party repair facility.

5.4 MID Digital (or its approved provider) shall carry out diagnostic work to determine the scope of any repair work specified in clause 5.3 and shall be entitled to charge a fee based on its then applicable daily rates for the diagnostic work. The charge for the diagnostic work shall be paid by the Customer upon MID Digital’s written demand and MID Digital shall not be required to provide a quotation for repair work and/or undertake any repair work until the charge for the diagnostic work has been paid in full by the Customer.

5.5 Where the defect arises due to:

5.5.1 physical damage (whether deliberate or negligent);

5.5.2 liquid ingress;

5.5.3 the Customer failing to follow MID Digital’s and/or the manufacturer’s instructions as to the installation, use or maintenance of the Equipment or (if there are none) good practice regarding the same;

5.5.4 the Customer attempting to alter, repair, or tamper with the relevant Equipment without the written consent of MID Digital;

5.5.5 the Equipment being installed, used or stored in inappropriate conditions; or

5.5.6 the Customer committing any other act or omission which, under the terms of a Warranty, invalidates that Warranty,

then the Warranty shall be invalidated, and the Customer shall be wholly responsible for the cost of repair or replacement.

6. SUPPLY OF SERVICES – SPECIAL ATTENTION IS DRAWN TO THIS CLAUSE

6.1 MID Digital shall supply the Services to the Customer in accordance with the Service Specification in all material respects, however MID Digital is not able or obliged to guarantee fault-free performance given the nature of the Services. Due to factors outside MID Digital’s control (including, without limitation, use of and access to third party content and services, shared use of networks and communications services provided by third parties), mobile network coverage, availability and data speeds may vary from time to time. In addition, the specification and limitations of the Customer’s handsets and devices may affect the data speeds that can be achieved. MID Digital cannot provide a fully guaranteed end-to-end Service to be available at all times and does not warrant, represent or guarantee in any way whatsoever that the Services will be virus or vulnerability-free, worm-free, spam-free or inaccessible to malicious code or malignant third parties.

6.2 The Additional Terms Relating to Mobile Services set out in Schedule 3 shall also apply to the supply of the Mobile Services where applicable.

6.3 MID Digital shall use reasonable commercial endeavours to meet any performance dates for the Services specified in the Proposal or otherwise which are agreed in writing, but any such dates shall be estimates only. Time shall not be of the essence for the performance of the Services and (without limitation) the Customer will have no right to terminate or suspend the Contract as a result of any delay by MID Digital in meeting any performance dates. Without limitation, MID Digital shall not be liable for any delay or failure to provide the Services (or any of them) caused by any default of the Customer or any Force Majeure Event.

6.4 The Customer acknowledges and agrees that MID Digital may be reliant on third party suppliers (including the MNO) to provide the Services. Any delays caused by such matters are beyond the control of MID Digital and accordingly MID Digital shall have no liability for such delays or for any Losses suffered or incurred by the Customer as a direct, indirect or special consequence of them. Consequently, the Customer will not commit to any work or activities that are dependent on deadlines being met by MID Digital.

6.5 MID Digital reserves the right to amend the Service Specification if necessary to comply with any applicable law or regulatory requirement, or if the amendment will not materially affect the nature or quality of the Services, and MID Digital shall notify the Customer in any such event.

6.6 The Customer acknowledges and agrees that MID Digital may, at any time, withdraw, discontinue or cease to provide any third-party Equipment, products or the Services, and that the specifications and availability of such matters are subject to change at the election of the relevant third-party provider. MID Digital shall not be in breach of the Contract, nor shall it be liable for any Losses suffered or incurred by the Customer, arising from any such withdrawal, discontinuation or cessation. In such circumstances, MID Digital will use commercially reasonable endeavours to:

6.6.1 provide the Customer with as much advanced notice of any such withdrawal, discontinuation or cessation as is reasonably practicable; and

6.6.2 obtain for the Customer alternative third-party Equipment, products or Services, which the Customer agrees to accept where such alternative achieves the same or substantially similar functionality, purpose or technical outcome as that which it replaced.

The Customer acknowledges and agrees that MID Digital may increase the Service Charges where alternative third-party Equipment, products or Services are obtained pursuant to clause 6.6.2. Any such increase shall be a pass-through of MID Digital’s actual and verifiable costs incurred in producing and making such alternative third-party Equipment, products or Services available to the Customer.

6.7 The Customer understands and agrees that MID Digital may refuse to provide the Equipment (if applicable) and the Services and terminate the Contract (where already formed) without liability to the Customer where:

6.7.1 the Customer fails to enter into the Equipment Lease or the Equipment is not provided by the Leasing Company for any reason; or

6.7.2 the Customer fails any credit check referred to in clause 1.6.3.

6.8 For the avoidance of doubt the rights to withdraw an offer and/or to terminate the Contract set out in clause 6.7 apply to and are exercisable by MID Digital only.

7. CUSTOMER'S OBLIGATIONS – SPECIAL ATTENTION IS DRAWN TO THIS CLAUSE

7.1 The Customer shall, in addition to its other obligations under the Contract:

7.1.1 ensure that the terms of the Order and any information it provides to MID Digital is complete and accurate, and that the Equipment and/or Services referred to in the Proposal are suitable for its intended purpose in connection with them;

7.1.2 co-operate with MID Digital in all matters relating to the Contract;

7.1.3 provide MID Digital, its employees, agents, consultants and subcontractors, with access to the Customer Premises, office accommodation and other facilities as reasonably required by MID Digital to perform its obligations under the Contract;

7.1.4 provide MID Digital with such information and materials as MID Digital may reasonably require in order to perform its obligations under the Contract, and ensure that such information is complete and accurate in all material respects;

7.1.5 be and at all times remain responsible for the installation, configuration, performance, maintenance and use of the Equipment (where applicable) and Services and for the security, suitability, maintenance, compatibility, state and conditions of its own equipment (including but not limited to any handsets, tablets, data devices, SIMs and other equipment) used in connection with the Equipment (where applicable) and Services;

7.1.6 obtain and maintain all necessary licences, permissions and consents which may be required for the Services (including those required under any Equipment Lease) before the date on which the Services are to start;

7.1.7 only use the Services for lawful purposes and any material transmitted through the Services, or use of any part of them, in violation of any applicable law or regulation, which is otherwise defamatory, discriminatory, or derogatory is prohibited;

7.1.8 comply with all applicable laws, including health and safety laws and the acceptable use policies or other lawful contractual requirements of any third party suppliers or subcontractors or MID Digital;

7.1.9 keep all materials, equipment, documents and other property of MID Digital (MID Digital Materials) at the Customer's premises in safe custody at its own risk, maintain MID Digital Materials in good condition until returned to MID Digital, and not dispose of or use MID Digital Materials other than in accordance with MID Digital's written instructions or authorisation;

7.1.10 fully comply with the Equipment Lease (where applicable);

7.1.11 take all reasonable steps to keep any password issued or created to access the Equipment (where applicable) and/or Services private and confidential and ensure that it does not become known to other persons. If the password becomes known to any other person, the Customer will immediately inform MID Digital and the password will immediately be changed. MID Digital may change MID Digital’s password from time to time at their discretion without prior notice; and

7.1.12 comply with any additional obligations or reasonable instructions notified by MID Digital from time to time in relation to the supply of the Equipment (where applicable) and Services.

7.2 If MID Digital's performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (Customer Default):

7.2.1 without limiting or affecting any other right or remedy available to it, MID Digital shall have the right to suspend performance of the Services and/or its other obligations under the Contract until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations in each case to the extent the Customer Default prevents or delays MID Digital's performance of any of its obligations;

7.2.2 MID Digital shall not be liable for any Losses suffered or incurred by the Customer arising directly or indirectly from MID Digital's failure or delay to perform any of its obligations as set out in this clause 7.2; and

7.2.3 the Customer shall reimburse MID Digital on written demand for any Losses suffered or incurred by MID Digital arising directly or indirectly from the Customer Default.

8. CHARGES AND PAYMENT – SPECIAL ATTENTION IS DRAWN TO THIS CLAUSE AND CLAUSE 8.3.4 IN PARTICULAR

8.1 The price for Equipment (where supplied by MID Digital) and the Service Charges shall:

8.1.1 be the amounts set out in the Proposal, subject to any increase made in accordance with this Contract; and

8.1.2 unless otherwise set out in the Proposal, be exclusive of all costs and charges of packaging, insurance and transport of the Equipment which shall be paid by the customer in addition, at the point of placing the Order for the Equipment.

8.2 MID Digital shall be entitled to charge the Customer for any expenses reasonably incurred by the individuals whom MID Digital engages in connection with the Installation of the Equipment (where applicable) and the Services including travelling expenses, hotel costs, subsistence and any associated expenses, and for the cost of services provided by third parties and required by MID Digital for the performance of the Services, and for the cost of any materials.

8.3 MID Digital reserves the right to:

8.3.1 increase the Services Charges at any time (including during the Initial Contract Period) with immediate effect where the cost of providing the Services to MID Digital has increased due to any reasons beyond the control of MID Digital including but not limited to where any third-party supplier has increased its costs or a statutory or regulatory change results in increased costs in MID Digital’s provision of the Services;

8.3.2 increase the Services Charges at any time (including during the Initial Contract Period) with immediate effect where:

(a) the Customer’s requirements for the Services change;

(b) the Equipment Lease is varied which results in additional Equipment (or Equipment with a different specification) being used by the Customer in connection with the Services. For the avoidance of doubt, there shall not be a reduction in the Service Charges where the Equipment Lease is varied and there is a reduction of Equipment (or Equipment with a lesser specification) being used by the Customer in connection with the Services; or

(c) a Customer Default results in increased costs to MID Digital in providing the Services;

8.3.3 increase the price of the Equipment that is supplied by MID Digital, by giving notice to the Customer at any time before delivery, to reflect any increase in the cost of the Equipment to MID Digital that is due to:

(a) any factor beyond the control of MID Digital (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);

(b) any request by the Customer to change the delivery date(s), quantities or types of Equipment ordered, or the Equipment Specification;

(c) any delay caused by any instructions of the Customer in respect of the Equipment or failure of the Customer to give MID Digital adequate or accurate information or instructions in respect of the Equipment;

8.3.4 where the Customer is not a Qualifying Customer (as defined in clause 8.4), increase the Services Charges once in each year, with effect from 1 April (the first such increase taking effect on the first 1 April falling at least three months after the Commencement Date), in line with the percentage increase in the RPI in the immediately preceding 12-month period, plus 3%. The RPI rate shall be based on the then latest available figure that has been published by the Office for National Statistics. For illustrative purposes only, if the Service Charges were £50 per month and the latest published annual RPI rate is 2%, MID Digital may increase the Service Charges under this clause to £52.50 per month with effect from the relevant 1 April. The increase to the Service Charges under this clause shall take effect on the relevant 1 April without further notice; and

8.3.5 increase the Service Charges on the commencement of any Renewal Contract Period, provided that the Customer has been provided with sufficient advanced notice of that increase so as to allow it to exercise its right to terminate the Contract in accordance with clause 13.2.

8.4 Where the Customer is a Microenterprise, Small Enterprise Customer or Not-for-Profit Customer (each as defined in Ofcom’s General Conditions of Entitlement) (a Qualifying Customer), the following shall apply in place of clause 8.3.4:

8.4.1 MID Digital may increase the monthly Service Charges once in each year, with effect from 1 April (the first such increase taking effect on the first 1 April falling at least three months after the Commencement Date), by a fixed amount of £1.50 (exclusive of VAT) per SIM connection per month (the Annual Price Increase);

8.4.2 the Annual Price Increase shall be set out in pounds and pence in the Proposal and in the contract summary provided to the Customer before the Contract is entered into. For illustrative purposes only, if the Service Charges for a SIM connection were £20.00 per month (exclusive of VAT) on the Commencement Date, they would increase to £21.50 per month (exclusive of VAT) from the first 1 April falling at least three months after the Commencement Date and to £23.00 per month (exclusive of VAT) from the 1 April after that; and

8.4.3 where MID Digital increases the Service Charges for a Qualifying Customer other than by way of the Annual Price Increase or in accordance with clause 8.3.5, MID Digital shall give the Customer not less than one month’s written notice of the increase and, where the General Conditions of Entitlement so require, the Customer may terminate the Contract without paying the Early Termination Fee by giving written notice to MID Digital within one month of receiving MID Digital’s notice.

8.5 In some cases, the price of Equipment may be calculated by MID Digital based on the assumption that the Customer will enter into agreements (including Airtime Agreements) with third party suppliers (including MNO’s) for a minimum period (for example where a discount and/or the price of Equipment is linked to/conditional on the completion of such a minimum period). Where this is the case, and the Customer terminates or otherwise varies its agreement with the relevant third-party supplier before the relevant minimum period has expired, MID Digital reserves the right to increase the price of the Equipment or levy other charges to reflect any increased cost to or loss/expense suffered by MID Digital as a result of such early termination or variation.

8.6 Unless otherwise set out in the Proposal, in respect of Equipment (where applicable), MID Digital shall invoice the Customer either:

8.6.1 on or at any time after delivery where the Customer is making a single capital payment for the Equipment; or

8.6.2 as part of the monthly Services Charges.

8.7 Unless otherwise set out in the Proposal, in respect of Services, MID Digital shall invoice the Customer:

8.7.1 for any one-off costs (as identified in the Proposal and which may include installation, configuration, training, and number port charges or otherwise in this Contract) on or at any time after the Commencement Date; and

8.7.2 for other ongoing Service Charges (as identified in the Proposal), monthly in advance.

8.8 The Customer shall provide its bank with a compliant and complete Direct Debit Instruction (DDI) permitting MID Digital to collect the Service Charges via Direct Debit and accordingly MID Digital shall be authorised to collect the Service Charges via Direct Debit. The Customer agrees not to suspend or cancel the Direct Debit Instruction (DDI) at any time during the term of the Contract without MID Digital’s consent.

8.9 The Customer agrees that it is liable for any charges on the Customer’s Services account regardless of whether the Customer or anybody else (with or without the Customer’s permission) incurs those charges. For the avoidance of doubt, MID Digital considers anyone who has access to the Customer’s premises, handsets, devices or SIMs or has been given access to the Services (whether deliberately or by default or weaknesses in the Customer’s security) to be within the Customer’s control and the Customer would be liable for those charges. If the Customer becomes aware of any fraud by someone else, it must immediately notify MID Digital. The Customer shall be deemed to have given permission to use the Customer’s account and add charges on to the Customer’s account to any other individual or party to whom they have divulged any PINs or passwords relevant to the Services.

8.10 The Customer’s use of the Services may be subject to a spend and/or usage cap (domestically and internationally) that MID Digital may impose from time to time at its absolute discretion, but which MID Digital shall notify to the Customer in an Acceptable Use Policy or otherwise in writing. The Customer acknowledges and agrees that in the event it exceeds such spend and/or usage cap it shall be required to pay additional Service Charges to MID Digital to take account of such use.

8.11 All other invoices raised by MID Digital which are not payable by Direct Debit shall be paid by the Customer:

8.11.1 within 14 days of the date of the invoice or in accordance with any credit terms agreed by MID Digital and confirmed in writing to the Customer; and

8.11.2 in full and in cleared funds to a bank account nominated in writing by MID Digital.

8.12 Time for payment by the Customer under this clause 8 shall be of the essence.

8.13 All amounts payable by the Customer under the Contract are exclusive of amounts in respect of value added tax chargeable from time to time (VAT). Where any taxable supply for VAT purposes is made under the Contract by MID Digital to the Customer, the Customer shall, on receipt of a valid VAT invoice from MID Digital, pay to MID Digital such additional amounts in respect of VAT as are chargeable on the supply of the Services or Equipment at the same time as payment is due for the supply of the Services or Equipment.

8.14 If the Customer fails to make a payment due to MID Digital under the Contract by the due date, then, without limiting MID Digital's remedies under clause 13, the Customer shall indemnify MID Digital against all Losses (including court costs, debt collection and legal fees) in recovering the overdue amount from the Customer and shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 8.14 will accrue each day at 4% a year above the Bank of England's base rate from time to time, but at 4% a year for any period when that base rate is below 0%.

8.15 All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

9. INTELLECTUAL PROPERTY RIGHTS

9.1 All Intellectual Property Rights in or arising out of or in connection with the Services (other than Intellectual Property Rights in any materials provided by the Customer) shall be owned by MID Digital or its relevant licensor.

9.2 At the request and expense of MID Digital, the Customer shall do all such things and sign all documents or instruments reasonably necessary to enable MID Digital to obtain, defend and enforce MID Digital’s rights (or those of its licensor) in any Intellectual Property Rights in or arising out of or in connection with the Services.

10. DATA PROTECTION

10.1 In this Clause, the following terms shall have the following meanings:

10.1.1 "controller", "processor", "data subject", "personal data", "processing", "process" and “appropriate technical and organisational measures” shall have the meanings given in the Applicable Data Protection Law; and

10.1.2 "Applicable Data Protection Law" shall mean all applicable data protection and privacy legislation in force from time to time in the UK including the Data Protection Act 2018 (DPA 2018) (and regulations made thereunder); the UK GDPR (as defined in the DPA 2018); the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended) and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of personal data (including, without limitation, the privacy of electronic communications).

10.2 The Customer, as controller, appoints MID Digital as a processor to process the personal data that is the subject of the Contract, which the parties anticipate shall include, without limitation, names, email addresses, telephone numbers, location data, internet protocol (IP) addresses, mobile phone identifiers relating to the Customer’s staff, officers, end users, agents and business partners (the Data). Each party shall comply with the obligations that apply to it under Applicable Data Protection Law. Without prejudice to the generality of this clause 10.2, the Customer will ensure that it has all necessary consents and notices in place to enable lawful transfer of the Data to MID Digital for the duration and purposes of the Contract so that MID Digital may lawfully use, process and transfer the Data in accordance with the Permitted Purpose (as defined in clause 10.3) on the Customer's behalf.

10.3 MID Digital shall process the Data as a Supplier as may be required to perform its obligations under the Contract and in accordance with the documented instructions of the Customer (the Permitted Purpose), except where required by Applicable Data Protection Law to do otherwise.

10.4 MID Digital shall not transfer the Data outside of the UK unless:

10.4.1 it has the Customer’s documented instructions to do so;

10.4.2 it takes such measures as are necessary to ensure the transfer is in compliance with Applicable Data Protection Law; or

10.4.3 it is required to do so by any Applicable Data Protection Law.

10.5 MID Digital shall ensure that any person that it authorises to process the Data (including Supplier’s staff, agents, suppliers and subcontractors) shall be subject to a duty of confidentiality (whether a contractual duty or a statutory duty or otherwise).

10.6 MID Digital shall ensure that it has in place appropriate technical and organisational measures to protect against unauthorised or unlawful processing of Data and against accidental loss or destruction of, or damage to, Data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the Data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting Data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to Data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it).

10.7 The Customer consents to MID Digital engaging third party suppliers and sub-contractors to process the Data provided that MID Digital:

10.7.1 provides at least 7 days' prior notice of the addition or removal of any sub-contractor;

10.7.2 imposes processing terms on any sub-contractor it appoints that protect the Data to the same standard provided for by this clause; and

10.7.3 remains liable for any breach of this clause that is caused by an error or omission of its sub-contractor.

10.8 If Customer refuses to consent to Supplier’s appointment of a third party sub-contractor on reasonable grounds relating to the protection of the Data, then either MID Digital will not appoint the sub-contractor or MID Digital may elect to suspend or terminate the Contract without penalty.

10.9 MID Digital shall provide reasonable assistance (including by appropriate technical and organisational measures) to the Customer (at the Customer’s expense) to enable the Customer to respond to any:

10.9.1 request from a data subject to exercise any of its rights under Applicable Data Protection Law (including its rights of access, correction, objection, erasure and data portability, as applicable); and

10.9.2 other correspondence, enquiry or complaint received from a data subject, regulator or other third party in connection with the processing of the Data.

10.10 If MID Digital believes or becomes aware that its processing of the Data is likely to result in a high risk to the data protection rights and freedoms of data subjects, it shall inform the Customer and provide the Customer with reasonable assistance (at the Customer’s expense) to allow the Customer to conduct a data protection impact assessment and, if necessary, consult with its relevant data protection authority.

10.11 Upon termination or expiry of the Contract, MID Digital shall (on the Customer’s written instructions) destroy or return to the Customer all Data (including all copies of the Data) in its actual possession or control (including any Data subcontracted to a third party for processing). This requirement shall not apply to the extent that MID Digital is required by Applicable Data Protection Law to retain some or all of the Data.

10.12 MID Digital shall permit the Customer (or its nominated auditor) to audit MID Digital's compliance with this clause. The Customer must:

10.12.1 give MID Digital not less than 35 days’ prior written notice of its intention to conduct such an audit;

10.12.2 conduct the audit during normal business hours; and

10.12.3 procure that it and its representatives enter into any reasonable confidentiality undertakings required by MID Digital and must take all reasonable measures to prevent disruption or harm to MID Digital's operations.

10.13 The Customer will not exercise its audit rights under this clause more than once in any twelve (12) calendar month period and will be responsible for all reasonable costs and expenses incurred by MID Digital in connection with the audit.

10.14 MID Digital will inform the Customer if it believes any instruction from the Customer relating to the Data breaches Applicable Data Protection Law.

11. CONFIDENTIALITY

11.1 Each party undertakes that it shall not at any time during the Contract, and for a period of two years after termination of the Contract, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party or of any member of the group of companies to which the other party belongs, except as permitted by clause 11.2.

11.2 Each party may disclose the other party's confidential information:

11.2.1 to its employees, officers, representatives, contractors or subcontractors or advisers who need to know such information for the purposes of exercising the party's rights or carrying out its obligations under or in connection with the Contract. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party's confidential information comply with this clause 11; and

11.2.2 as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

11.3 No party shall use any other party's confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with the Contract.

12. LIMITATION OF LIABILITY – SPECIAL ATTENTION IS DRAWN TO THIS CLAUSE

12.1 The restrictions on liability in this clause 12 apply to every liability arising under or in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.

12.2 Subject to clause 12.3, MID Digital will not be liable in any way:

12.2.1 for any loss or damage which is caused to the Customer’s own equipment arising as a result of its use in connection with the Services and MID Digital provides no guarantee or assurance that any such equipment will be suitable for use in connection with the Services;

12.2.2 to provide any remedies, damages, credits, compensation or cover in respect of any Losses the Customer may suffer or incur over and above any amounts or remedies that MID Digital is able to recover from the applicable third-party manufacturer of the Equipment, Leasing Company or third party supplier of the Services;

12.2.3 for any Losses suffered or incurred by the Customer in connection with any Equipment provided by a Leasing Company;

12.2.4 for any Losses suffered or incurred by the Customer which are caused by a third-party supplier where the Customer would be able to recover those Losses (or a reasonable proportion thereof) directly from such third-party supplier;

12.2.5 for any adverse effects on the Services and/or Losses suffered or incurred by the Customer which are caused by or in connection with the Customer’s receipt and/or use of the Services other than in such manner as agreed by MID Digital and/ or any interference by the Customer or any third party which is not in accordance with the standard use of the Equipment or Services or following MID Digital’s or relevant manufacturer’s written instructions;

12.2.6 if the Customer is not able to use the Services because the Customer equipment (for example, any handset, tablet, data device or other equipment) does not work properly, is not compatible with the Services, does not conform to the relevant standard, does not meet minimum specifications required in connection with the Services or because of faults in any third party networks over which MID Digital has no responsibility; or

12.2.7 for any temporary unavailability of Services due to planned maintenance, emergency maintenance or loss of use outside the reasonable control of MID Digital.

12.3 Nothing in the Contract limits or excludes any liability which cannot legally be limited, including liability for:

12.3.1 death or personal injury caused by negligence;

12.3.2 fraud or fraudulent misrepresentation;

12.3.3 breach of the terms implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession); or

12.3.4 any other matter where it is not possible to limit or exclude liability.

12.4 Subject to clause 12.3, MID Digital shall not under any circumstances whatsoever be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any:

12.4.1 loss of profits;

12.4.2 loss of sales or business;

12.4.3 loss of agreements or contracts;

12.4.4 loss of anticipated savings;

12.4.5 loss of use or corruption of software, data or information;

12.4.6 loss of or damage to reputation and goodwill; and

12.4.7 indirect, special or consequential Loss,

that arises under or in connection with the Contract.

12.5 Subject to clause 12.3, MID Digital's total liability to the Customer in respect of all Losses not excluded under clause 12.4 and which arise under or in connection with the Contract within any Contract Year, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall not exceed the Cap.

12.6 In clause 12.5, the following words and phrases have the following meanings:

12.6.1 Cap: means one hundred per cent (100%) of the Total Charges in the Contract Year in which the relevant Losses arose;

12.6.2 Contract Year: means a 12-month period commencing with the Commencement Date or any anniversary of it; and

12.6.3 Total Charges: means all sums paid or payable by the Customer to MID Digital under the Contract in respect of Equipment and Services actually supplied by MID Digital, whether or not invoiced to the Customer.

12.7 The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 and sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.

12.8 This clause 12 shall survive termination of the Contract.

13. TERM AND TERMINATION – special attention is drawn to this clause

13.1 The Contract shall come into effect on the Commencement Date and continue (unless terminated earlier in accordance with its terms) for the Initial Contract Period.

13.2 Subject to clause 13.3, the Contract shall automatically extend for a Renewal Contract Period at the end of the Initial Contract Period and at the end of each Renewal Contract Period, provided always that either party may give written notice not later than 1 month before the end of the Initial Contract Period or relevant Renewal Contract Period (as the case may be), to terminate the Contract at the end of the Initial Contract Period or the relevant Renewal Contract Period.

13.3 Where the Customer is a Microenterprise, Small Enterprise Customer or Not-For-Profit Customer (each as defined in Ofcom’s General Conditions of Entitlement) the Contract shall not automatically extend into Renewal Contract Periods without the Customer’s prior written consent. In such circumstances, the Contract shall continue indefinitely following the end of the Initial Contract Period until the expiry of no less than 30 days’ written notice to terminate, such notice expiring no earlier than the end of the Initial Contract Period.

13.4 Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if:

13.4.1 the other party commits a material breach of its obligations under the Contract and (if such breach is remediable) fails to remedy that breach within 30 days after receipt of notice in writing to do so;

13.4.2 the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), obtaining a moratorium, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;

13.4.3 the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or

13.4.4 the other party's financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of the Contract is in jeopardy.

13.5 Without affecting any other right or remedy available to it, MID Digital may terminate or suspend the Contract (or the provision of a particular Service) with immediate effect by giving written notice to the Customer if:

13.5.1 the Customer fails to pay any amount due under the Contract on the due date for payment;

13.5.2 the customer repeatedly breaches its obligations under the Contract;

13.5.3 where applicable, the Customer breaches the Equipment Lease;

13.5.4 required due to a regulatory or statutory change which affects MID Digital’s performance of its obligations under the Contract;

13.5.5 if MID Digital (or any relevant third party supplier) is obliged to comply with the order, instruction, or request of a court, government, agency, emergency service organisation, or other competent administrative or regulatory authority, requiring suspension to the Services;

13.5.6 if the Customer’s use of the Services has or may damage or disrupt the proper functioning of the infrastructure and/ or equipment used to provide Services to MID Digital’s (or its third party providers’) other Customers;

13.5.7 MID Digital has reason to believe that the Customer has provided MID Digital with false, inaccurate or misleading information either for the purpose of obtaining the Services or at any time during the provision of the Services;

13.5.8 MID Digital or its agents or third party suppliers need to carry out any maintenance, repairs or improvements to any part of the Services;

13.5.9 MID Digital believes (acting reasonably) that the Customer or another person associated with the Customer has committed, or may be committing, any fraud against MID Digital or against any other person or organisation by using the Services;

13.5.10 the Customer or anyone the Customer authorises to deal with MID Digital on the Customer’s behalf acts in a way towards MID Digital’s staff, third party suppliers or agents which the third party suppliers reasonably considers to be inappropriate;

13.5.11 the Customer is in breach of any applicable Acceptable Use Policy; or

13.5.12 there is a change of Control of the Customer.

13.6 If MID Digital suspends the Services due to a breach of the Contract by the Customer or in accordance with its rights under clause 13.5 then without affecting any other right or remedy available to it, MID Digital may charge a reconnection fee to the Customer in addition to any outstanding amounts on the Customer’s account before any suspension of Service is lifted.

13.7 Without affecting any other right or remedy available to it, MID Digital may also suspend the supply of Services or all further deliveries of Equipment under the Contract or any other contract between the Customer and MID Digital if the Customer fails to pay any amount due under the Contract on the due date for payment or MID Digital otherwise has a right to terminate the Contract for cause (whether in accordance with this clause 13 or otherwise).

14. CONSEQUENCES OF TERMINATION – SPECIAL ATTENTION IS DRAWN TO THIS CLAUSE

14.1 On termination of the Contract:

14.1.1 the Customer shall immediately pay to MID Digital all of MID Digital's outstanding unpaid invoices and interest and, in respect of Services and Equipment supplied but for which no invoice has been submitted, MID Digital shall submit an invoice, which shall be payable by the Customer immediately on receipt;

14.1.2 the Customer shall return all of MID Digital Materials and (where applicable) any Equipment which has not been fully paid for. If the Customer fails to do so, then MID Digital may enter the Customer's premises and take possession of them. Until they have been returned, the Customer shall be solely responsible for their safe keeping and will not use them for any purpose not connected with this Contract.

14.2 Save where the Customer has validly terminated the Contract in accordance with clause 13.2, clause 13.3 or clause 13.4, the Customer shall immediately pay to MID Digital upon demand:

14.2.1 the remaining Service Charges that it would have otherwise been responsible for paying for the remainder of the Initial Contract Period or Renewal Contract Period (as the case may be) (the “Early Termination Fee”); and

14.2.2 the Subsidy Value or any proportion of the Subsidy Value already paid in advance by MID to the Customer and, where Equipment has been provided as part of its Subsidy, the Customer shall also pay the fees associated with the Equipment in full.

14.3 The Customer acknowledges and agrees that MID Digital may charge for the Early Termination Fee via the Direct Debit that is set up pursuant to clause 8.8.

14.4 Termination of the Contract shall not affect any rights, remedies, obligations and liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination.

14.5 Any provision of the Contract that expressly or by implication is intended to have effect after termination shall continue in full force and effect.

15. FORCE MAJEURE

Neither party shall be in breach of the Contract nor liable for delay in performing or failure to perform, any of its obligations under the Contract (excluding payment obligations) if such delay or failure result from events, circumstances or causes beyond its reasonable control, which shall include but is not limited to acts of God, flood, drought, earthquake or other natural disaster, epidemic or pandemic, terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo or breaking off of diplomatic relations, nuclear, chemical or biological contamination, or sonic boom, any law or any action taken by a government or public authority, including without limitation imposing an export or import restriction, quota or prohibition, or failing to grant a necessary licence or consent, collapse of buildings, fire, explosion or accident, any labour or trade dispute, strikes, industrial action or lockouts (other than in each case by the party seeking to rely on this clause, or companies in the same group as that party), non-performance by suppliers or subcontractors or other third parties (other than by companies in the same group as the party seeking to rely on this clause) and interruption or failure of utility service (a Force Majeure Event). In such circumstances the affected party shall be entitled to a reasonable extension of the time for performing such obligations. If the period of delay or non-performance continues for 16 weeks, the party not affected may terminate the Contract by giving 30 days' written notice to the affected party.

16. GENERAL

16.1 Assignment and other dealings

16.1.1 MID Digital may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract without notice to the Customer.

16.1.2 The Customer shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract without the prior written consent of MID Digital.

16.2 Notices.

16.2.1 Any notice given to a party under or in connection with the Contract shall be in writing and shall be:

(a) delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or

(b) sent by email to the correct address provided by the other party (as may be updated from time to time by notice in writing).

16.2.2 Any notice shall be deemed to have been received:

(a) if delivered by hand, at the time the notice is left at the proper address;

(b) if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; or

(c) if sent by email, provided that the sender does not recall the message nor receive notification of non-delivery, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this clause 16.2.2(c), business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt. If the sender receives notification of delayed delivery (an “out of office”) then delivery shall be deemed to have occurred at the time and on the date stated in the notice.

16.2.3 This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

16.3 Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Contract. If any provision or part provision of the Contract is deemed deleted under this clause 16.3 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the commercial result of the original provision.

16.4 Waiver. No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

16.5 No partnership or agency. Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, constitute either party the agent of the other, or authorise either party to make or enter into any commitments for or on behalf of the other party.

16.6 Entire agreement.

16.6.1 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.

16.6.2 Each party acknowledges that in entering into the Contract it does not rely on, and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in the Contract.

16.6.3 Nothing in this clause shall limit or exclude any liability for fraud.

16.7 Third party rights.

16.7.1 Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.

16.7.2 The rights of the parties to rescind or vary the Contract are not subject to the consent of any other person.

16.8 Variation. Except as set out in these Conditions, no variation of the Contract shall be effective unless it is agreed in writing and signed by the parties (or their authorised representatives). Notwithstanding the foregoing, MID Digital may at its discretion amend these Conditions prior to the commencement of a Renewal Contract Period. Where MID Digital amends these Conditions in accordance with this clause 16.8 it shall notify the Customer of such amendments and, in the absence of the Customer serving notice to terminate the Contract in accordance with clause 13.2 the Customer shall be deemed to accept such amendments.

16.9 Dispute Resolution.

16.9.1 both Parties shall use reasonable endeavours to resolve any dispute under this Contract. If any dispute arises in connection with this Contract, the parties will attempt to settle it by mediation in accordance with the Centre for Effective Dispute Resolution (CEDR) Model Mediation Procedure.

16.9.2 The payment of the Service Charges, the price of the Equipment and the Early Termination Fee shall not be included in the dispute resolution process set out in clause 16.9.1, and nothing in the Contract shall prevent MID Digital issuing proceedings against the Customer for non-payment of the Service Charges, the price of the Equipment or the Early Termination Fee, howsoever incurred.

16.10 Governing law. The Contract and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.

16.11 Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.

17. INTERPRETATION

17.1 The following definitions and rules of interpretation apply in these Conditions.

DEFINITIONS:

Acceptable Use Policymeans any acceptable use policy relating to the Customer’s receipt and use of the Services, as notified to the Customer from time to time.
Airtime Agreementmeans, where MID Digital is providing the Mobile Services, the agreement entered into between the Customer and the MNO or MID Digital.
Business Daya day other than a Saturday, Sunday or public holiday in England, when UK clearing banks in the city of London are open for general business.
Commencement Datehas the meaning given in clause 1.6.
Conditionsthese terms and conditions as amended from time to time in accordance with clause 16.8.
Contractthe contract between MID Digital and the Customer for the supply of Equipment and/or Services in accordance with these Conditions, its Schedules and the Proposal.
Contract Yeara 12-month period commencing with the Commencement Date or any anniversary of it.
Controlhas the meaning given in section 1124 of the Corporation Tax Act 2010, and the expression change of Control shall be construed accordingly.
Customerthe person or firm who purchases the Equipment and/or Services from MID Digital as detailed in the Order.
Early Termination Feemeans the fees payable by the Customer to MID Digital in the circumstances specified in clause 14.2.1.
Equipmentthe Equipment (or any part of it) set out in the Proposal or (where applicable) in the Equipment Lease.
Equipment Lease where applicable the lease/hire agreement entered into between the Customer and the Leasing Company in respect of the Equipment
Equipment Specificationany specification for the Equipment, including any relevant plans or drawings, that is agreed in writing by the Customer and MID Digital.
Force Majeure Eventhas the meaning given to it in clause 15.
Initial Contract Periodthe minimum term of the Contract as set out in the Proposal, which shall commence on the Start Date.
Customer Premiseshas the meaning given in clause 4.1.
Intellectual Property Rightspatents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
Leasing Company the entity that is to enter into an Equipment Lease with the Customer.
Lossmeans actions, awards, charges, claims, compensation, costs, damages, demands, expenses, interest, fees, fines, liabilities, losses, penalties, proceedings and settlements, and Losses shall be construed accordingly.
Mid Digital Materialshas the meaning given to it in clause 7.1.9.
Mobile Servicesmeans the mobile services provided by MID Digital to the Customer as set out in the Proposal, where applicable.
MNOmeans, in relation to the Mobile Services, the mobile network operator notified to the Customer in writing that provides network services and SIM connections to the Customer.
MNO Chargesmeans the charges for the mobile services that are payable to MNO under the Airtime Agreement.
Orderthe Customer’s written acceptance of the Proposal, which may take the form of a signable version of the Proposal.
ProposalMID Digital’s written proposal for the supply of the Services and/or Equipment.
Renewal Contract Periodthe period specified in the Proposal or, where no such period is specified, a period of 12 months.
RPI the Retail Prices Index.
Service Chargesthe charges for the Services as set out in clause 8.1.
Servicesthe services, supplied by MID Digital to the Customer as set out in the Service Specification and which include the Mobile Services.
Service Specificationthe description or specification for the Services as detailed on MID Digital’s website from time to time and any additional description provided in writing in the Proposal by MID Digital to the Customer.
SIMmeans a Subscriber Identification Module provided by the MNO in connection with the Mobile Services.
Start Datethe date upon which the supply of the Services commences following installation where applicable.
Subsidymeans a type of investment MID Digital makes in the Customer as detailed in the Airtime Agreement.
Subsidy Valuemeans the value of the Subsidy in GBP Sterling that MID Digital may make available to the Customer.
Technology Fundmeans credits applied to the Customer’s account to offset against the cost of certain Equipment or the Services at MID Digital’s published prices provided from time to time as detailed in the Proposal and Schedule 3.

17.2 Interpretation:

17.2.1 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).

17.2.2 A reference to a party includes its successors and permitted assigns.

17.2.3 A reference to legislation or a legislative provision is a reference to it as amended or re-enacted. A reference to legislation or a legislative provision includes all subordinate legislation made under that legislation or legislative provision.

17.2.4 Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

17.2.5 A reference to writing or written includes email but not fax.

17.2.6 The provisions set out in the Schedules shall prevail and take precedence over any contradictory or conflicting terms set out in clauses 1 to 16 (inclusive) of the Conditions.

SCHEDULE 3 – ADDITIONAL TERMS RELATING TO MOBILE SERVICES

1. AIRTIME AGREEMENT AND SIM

1.1 The Contract is in addition to and does not extinguish, replace or supersede the Airtime Agreement.

1.2 Following the Customer’s signature of the Airtime Agreement accompanying the Order, the Customer gives its authority for MID Digital to sign further Airtime Agreements for subsequent Orders as the Customer’s agent.

1.3 Where MID Digital enters into any Airtime Agreements as the Customer’s agent, the Customer agrees that it is at all times fully liable under such Airtime Agreement and shall indemnify MID Digital against all Losses that MID Digital may suffer or incur in connection with acting as the Customer’s agent.

1.4 MID Digital shall be entitled to terminate the supply of the Mobile Services at any time and without notice or liability towards the Customer if the Airtime Agreement is terminated or expires for any reason. The remainder of the Contract (where MID Digital is also providing any other Services or Equipment) shall continue unaffected.

1.5 Title to the SIM remains with the MNO at all times.

1.6 Where the Customer wishes to change its network provider then, subject to availability and without limiting Mid Digital’s rights, the Customer shall be required to pay a £75 administrative fee to MID Digital per telephone number that is to be changed.

2. MNO CHARGES

The Customer shall pay the MNO Charges and all VAT thereon directly to the MNO.

3. SUBSIDY AND TECHNOLOGY FUND

3.1 Where Equipment is provided free of charge or where the Customer uses any Subsidy available to purchase Equipment, title in the Equipment shall only pass to the Customer upon full satisfaction of the terms of the Contract and any Airtime Agreement.

3.2 In the event of early termination of this Contract for any reason, where the Equipment was provided free of charge or paid for using a Subsidy, MID Digital reserves the right to recover the value of the Equipment as detailed in the Order.

3.3 Subject to the Customer entering into the Airtime Agreement, MID Digital may agree to pay to the Customer the Technology Fund.

3.4 The Customer may draw down the Technology Fund in a number of separate tranches as set out in the Proposal (Tranches) on the draw down dates set out in the Proposal (Drawdown Date(s).

3.5 At any time on or after the relevant Drawdown Date and during the term, the Customer may elect to:

3.5.1 use the Technology Fund to place an order with MID Digital for hardware and MID Digital shall be entitled to deduct from the Technology Fund (without prior approval from the Customer), the cost of all hardware purchased by the Customer; or

3.5.2 request payment of each Tranche of the Technology Fund and shall submit to MID Digital a valid VAT invoice for the same.

3.6 The Customer agrees, acknowledges and accepts that where it has exercised its right to request payment of any Tranche, MID Digital gives no warranties, representations or other assurances in respect of hardware purchased by the Customer from a third party supplier and shall have no liability for any Losses suffered or incurred by the Customer, including but not limited to, in respect of defective products, loss or interruption to the service and any loss of business or otherwise where the Customer has purchased hardware from a third party supplier, albeit using the proceeds of the Technology Fund.

3.7 Subject to paragraph 3.8, MID Digital shall pay the amount of the Tranche within 60 days of receipt of the invoice in accordance with paragraph 3.5.2.

3.8 In addition to its rights in paragraph 3.9, MID Digital shall not be required to pay any Tranche to the Customer in the event that:

3.8.1 the Customer is (or MID Digital believes (acting reasonably) that the Customer is) in breach of any its obligations under the Contract and/ or the Airtime Agreement; or

3.8.2 the Airtime Agreement has terminated for whatever reason.

3.9 In the event that:

3.9.1 the Customer is in breach of the Airtime Agreement;

3.9.2 the Airtime Agreement terminates for any reason within its term;

3.9.3 70% (or such other percentage as detailed in the Proposal) of the Customer’s mobile estate has transitioned away from MID Digital; or

3.9.4 MID Digital is entitled to terminate the Contract for any reason,

then MID Digital shall be entitled to demand in writing (“Clawback Demand”) repayment of a proportion of the Technology Fund, to be calculated in accordance with paragraph 3.10 (the “Clawback Amount”).

3.10 The Clawback Amount shall be:

3.10.1 in the case of breach or termination of the Airtime Agreement within six months of the later of the (i) commencement date of the Airtime Agreement and the (ii) Start Date of the Mobile Services, the full amount of the Technology Fund paid by MID Digital to the Customer; or

3.10.2 thereafter an amount equal to the amount of the Technology Fund paid by MID Digital to the Customer divided by the number of months of the term of the Airtime Agreement and then multiplied by the number of months of the term of the Airtime Agreement remaining as at the date of termination or breach (including, for the avoidance of doubt, the month in which the termination or breach occurred).

3.11 The Customer shall pay the Clawback Amount within 30 days of the date of the Clawback Demand.

3.12 Following termination of the Contract and/ or the Airtime Agreement, MID Digital shall not be under any obligation to pay, and the Customer shall not be entitled to receive, any balance of the Technology Fund not paid to the Customer as at the date of termination.