This policy is effective as of 12th March 2024.
1. DEFINITIONS
1.1 The following words have the following meaning:
“The Agreement” means these terms and conditions and the Customer Order Form.
“Techpal Designated Carrier Network” means the telecommunications network.
“Customer” means the company, partnership, sole trader or other legal entity named in the Customer Order Form.
“Customer Order Form” means the accompanying document titled Customer Order Form containing details of the Customer and the Services.
“Data Services” means the Services relating to data as specified in the Customer Order Form.
“Equipment” means any Equipment supplied by Techpal to the Customer.
“Line Rental” means rental of the Customer’s ISDN or Analogue line(s) previously supplied by BT.
“Minimum Term” means the minimum term in the Customer Order Form or, where applicable, the term specified in a particular section of these terms and conditions.
“MLU Access” means the automatic insertion of the unique Techpal access code by a unit of Techpal.
“Network Services Plan” means the particular Network Services Plan specified in the Customer Order Form. “Owner” means Techpal.
“Preferred Commencement Date” means the preferred date on which that particular Service is due to commence.
“Services” means the services requested by the customer as particularised in the Customer Order Form.
“Site” means the place of business at which the Services and Equipment are to be provided as specified in the Agreement.
“SME” means small medium enterprise.
“Software” means any computer programme that was on the Equipment when supplied or that the Customer received separately.
1.2 Headings are inserted for the ease of reference only and do not affect the interpretation of this Agreement.
2. NETWORK SERVICES (INCLUDING LINE RENTAL)
2.1 If the customer migrates its call traffic from Techpal’s network before the expiry of the notice, Techpal reserve its right to invoice an amount equal to the Customer’s average monthly bill fee multiplied by the number of months remaining in the Minimum Term
2.2 Techpal will charge the Customer at the prices set out in the Network Services Plan. (as amended by Techpal from time to time). Techpal will invoice the Customer monthly in arrears and the Customer must pay the charges by the fourteenth day after the date of invoice by Direct Debit or direct payment. (where the Customer fails to complete the direct debit form a monthly surcharge of £5 ex vat shall be added to the charges). If the Customer fails to make any payment within 14 days of the date of the invoice Techpal may require the Customer to pay all sums due under this Agreement on demand. The provision for interest on late payment will apply.
2.3 Techpal may at any time increase the charges by giving the Customer 30 day’s written notice or if less as much notice as reasonably possible in the circumstances.
2.4 Techpal may, on seven days written notice to the Customer, stipulate a reasonable monetary limit that will apply to all charges due or which may become due to Techpal from the Customer. If at any time the amount of charges payable to Techpal exceeds the stipulated monetary limit, Techpal will immediately notify the Customer and any amounts incurred in excess of the stipulated monetary limit will immediately become due and payable.
2.5 All calls made on Techpal tariffs are subject to 1p setup charge on local and national calls and 3p setup charge for all calls made to mobiles. Calls to international destinations are subject to a call set up fee.
2.6 All calls made on Techpal discount and saver tariffs are subject to 1p minimum call charge.
2.7 Inclusive or bundled call packages that include mobile destinations, the inclusive mobile allowance only includes calls to the main UK carriers (Vodafone, O2, EE, Three) calls to any other destination commencing 07 will be charged at the standard tariff rate.
2.8 The Customer agrees that signing this Agreement will terminate any prior network services/line rental Agreement. The customer authorises Techpal to use all information the Customer provides in order to liaise directly with another service provider. In signing this Agreement, the Customer agrees to take the network services/line rental services specified in the Customer Order Form or a minimum term of 24 months unless otherwise stated on Customer Order Form. If the customer wishes to terminate the network services/line rental services at the end of the minimum term written notice by recorded delivery must be provided to Techpal. Such written notice must be provided between 120 days and 90 days prior to expiry of the minimum term otherwise the network services/line rental services shall continue for a further period of Techpal’s minimum term (24 months) or if longer the minimum term stated on the Customer Order Form. During any subsequent term following expiry of the minimum term the same notice provisions apply to terminate the network services/line rental services.
2.9 Techpal will invoice the Customer monthly in arrears for the Line Rental and the Customer must pay the charges by direct debit by the fourteenth day after the invoice date (where the Customer fails to complete the direct debit form a monthly surcharge of £5 ex vat shall be added to the charges). If the customer fails to make any payment within this timeframe Techpal may require the Customer to pay all sums due under this Agreement on demand. The provision for interest on late payment below will apply.
2.10 On termination of this Agreement for any reason you will:
a. pay us all outstanding charges due under this Agreement;
b. co-operate with us in the removal of any of our Equipment from your premises
c. until such time as the you have transferred to a new provider; we shall be entitled to amend our charges to our standard published charges.
2.11 If this agreement ends before the Minimum Period or subsequent fixed period ends (other than as a result of force majeure or any breach of this Agreement by us) you will pay us:
a. the Monthly Rental Charges or Package Price which would have been payable if the agreement had not ended early;
b. in addition we may charge a disconnection fee of £159.00 ex vat for every line and channel whether the agreement has reached the full minimum period or not.
c. you agree to pay a compensation charge in respect of telephone call traffic, equal to four times the value of average monthly call billing during the term of this agreement up to and including the month of termination. If you are on a package which includes bundled minutes, the value is the average excess monthly call charges that are not included in your bundle.
2.12 Techpal may at any time change the Techpal Designated Carrier Network, the Services or any Equipment if it needs to do so to comply with any applicable safety or other statutory requirements; or where the change does not materially detract from the quality or performance of the Services. Techpal will pay for any change to the Techpal Designated Carrier Network, Services or Equipment made under this clause.
2.13 In the event that the Customer requests Techpal to cancel any network transfer or line work order being processed on behalf of the Customer an administration fee of £159 ex vat per line or channel will be charged by Techpal to the Customer to be paid within 14 days of the cancellation request being made. If the Customer defers or delays their network transfer or line work order Techpal reserves the right to charge an administration fee of £159 ex vat to be paid within 14 days of the request for deferment or delay by the Customer.
2.14 The Customer is solely responsible for all and any imported BT Openreach charges that relate to faults, equipment used by BT engineers, missed appointments, engineer visits or any other charges that BT Openreach may make.
2.15 All and any charges relating to line rental are normally charged in a timely manner; however, Techpal reserves the right where necessary to apply and charge the Customer backdated line rental or other charges. The customer is responsible for the payment of these charges in line with their current payment conditions.
2.16 The below only applies to SME’s with <10 employees:
a. Automatically Renewable Contracts – these do not apply to you. Once you have completed the minimum term of your contract and wish to cancel, you would need to provide 90 days written notice by recorded delivery of your notice to transfer your services or cancel your contract.
b. If you are in the process of transferring your services and have 10 days or more before the transfer date, then you can request that we cancel the transfer. We will act upon this as per your instruction. You will be subject to cancellation charges for the services stated on your contract as per section 2.11 (b) £159.00 ex vat per line or channel.
3. MOBILE SERVICES AGREEMENT
3.1 Under the terms of the agreement the Customer may be supplied with a number of cellular connections (lines) at different times at the Customer’s own request. Each supply will be for a minimum of 13 months from the date of the order and, subject to any other right of termination under the Agreement, may only be terminated by giving 90 days’ notice in writing not to expire before the end of the minimum term.
3.2 Where Techpal has provided further equipment in respect of any line at a subsidised price (upgrade) or financial support in lieu of equipment (upgrade support) then the minimum term that relates to that line is extended by a further period equal to the minimum term from the date of supply of the upgrade or upgrade support.
3.3 If the Customer terminates the Agreement in breach of these terms and conditions the Customer will be obliged to pay the monthly access charges in relation to each line supplied until the earliest date that the Customer would have been entitled to end each supply.
3.4 When this agreement is terminated Techpal will disconnect the Customer from the network and it must pay all charges owed to Techpal under the Agreement.
3.5 The Customer will be charged for all use of the lines supplied including;
a. A monthly access charge which is payable one month in advance, together with payment for any extra services which Techpal is providing to the Customer;
b. Call charges for all calls made in the previous month according to the Techpal tariff which the Customer has chosen;
c. In the event that the Customer chooses to use the telephone abroad, these charges will include all incoming calls that the Customer receives during that period.
3.6 The Customer must pay all invoices issued by Techpal within 14 days of the date of invoice by Direct Debit (where the Customer fails to complete the direct debit form a monthly surcharge of £5 ex vat shall be added to the charges). If the Customer fails to make any payment within 14 days of the date of invoice Techpal may require the Customer to pay all sums due under this Agreement on demand. The provision for interest on late payment will apply.
3.7 If the network provider exercises any right against Techpal to withhold or claw-back payments made by the network operator to Techpal, Techpal shall be entitled to charge, claw-back or adjust payments, tariffs or discounts made or given by Techpal to the Customer to the extent that they are based upon payments from the network operator.
3.8 If any cellular connection is not being used for commercial purposes then Techpal shall be entitled to charge, claw-back or adjust any payments, tariffs or discounts made or given in respect of that connection.
3.9 In the event that the Customer wishes to change its mobile services supplier after the relevant minimum term has expired, Techpal will arrange for the transfer of the telephone number to the new supplier providing that the customer has given the appropriate period of notice to terminate that supply and upon the payment of a reasonable administration fee and upon all sums due to Techpal under this Agreement being paid up to date, together with the payment of a deposit in respect of unbilled calls.
4. DATA SERVICES
4.1 Techpal shall provide the Data Services to the Customer according to the terms of the Agreement. A Minimum Term Applies.
4.2 Techpal may obtain telecommunication services from a carrier in order to supply the Data Services to the Customer. Techpal have the right to change the data provider at any time.
4.3 The Customer accepts that it may not be able to receive the Data Services due to certain technical restrictions. If such technical restrictions are discovered after the date of the Agreement, Techpal shall have the right to immediately terminate the Agreement in whole or in part without prejudice to any of its rights under the Agreement.
4.4 Techpal shall provide the Customer with the Data Services in exchange for the charges set out in this Agreement. Unless otherwise agreed in writing, the charges shall be payable monthly in advance from the start of the Minimum Term. Payment must be by Direct Debit and will be due 14 days after the invoice date (where the customer fails to complete the direct debit form a monthly surcharge of £5 ex vat shall be added to the charges). The provision for interest on late payment below will apply.
4.5 Any installation fees associated with the Data Services shall be payable within 14 days of the date of which they are invoiced.
4.6 All fees are subject to change from time to time in the event that the carrier increases its fees to Techpal. Details of any such increase shall be provided to the customer as soon as reasonably possible.
4.7 If the customer wishes to terminate the Agreement at the end of the minimum term written notice by recorded delivery must be provided to Techpal. Such written notice must be provided between 120 days and 90 days prior to expiry of the minimum term otherwise the data services shall continue for a further period of Techpal.’s minimum term (24 months) or if longer the minimum term stated on the Customer Order Form (“Rollover term”). During any subsequent term following expiry of the minimum term the same notice provisions apply to terminate the data services. If the Customer terminates the Agreement before the end of the Minimum Term or Rollover Term Techpal shall be entitled to charge the customer the charges that would have been payable for the balance of the Minimum Term or Rollover Term.
4.8 If the customer moves from the Site(s), Techpal shall be entitled to charge the fees that would have been payable by the customer for the balance of the Minimum Term. If the customer wishes to receive the Data Services at a new Site(s), it may be required by Techpal to start a new Agreement. 4.9 Nothing in the Data Services sections of the Agreement shall affect the parties’ rights of termination or after termination in the general provisions of the Agreement.
4.10 Techpal may at any time change the data Services or any Equipment if it needs to do so to comply with any applicable safety or other statutory requirements; or where the change does not materially detract from the quality or performance of the data Services. Techpal will pay for any change to the Techpal Designated Carrier Network, data Services or Equipment made under this clause.
4.11 Any unlimited services provided are subject to a fair usage policy of 40gb per month. You will be liable to pay for any usage above this up to £2 ex vat per excess gb used.
4.12 If you are subject to a monthly data limit and you exceed this then you will be liable to pay for any usage above this up to £2 ex vat per excess gb used.
4.13 Techpal will always charge the customer a broadband disconnection fee of £45 ex vat.
5. SALES AND MAINTENANCE AGREEMENTS
5.1 The customer shall pay 40% or £500 ex vat (whichever is the greater) in respect to the order value on signing the Agreement and 60% on the installation date. Payment shall be due on receipt of the invoice.
5.2 The period of maintenance will start on the Preferred Commencement Date. It will continue for the Minimum Term and then from year to year until terminated at any time by either party giving the other not less than 120 days written notice prior to the anniversary date such notice to be sent by Recorded Delivery.
5.3 The customer must pay all Techpal invoices for maintenance by direct debit within 14 days of the invoice date, which will be before the period of cover starts (Where the customer fails to complete the direct debit form a monthly surcharge of £5 ex vat shall be added to the charges). Techpal shall have the right to stop servicing the Equipment if the Customer does not pay on time.
5.4 Techpal may from time to time increase the charge for maintenance to account for cost increases. If this increase exceeds 10%, the Customer may by writing to Techpal within 30 days of the invoice for the increased price terminate the Agreement. Customers will not be allowed to terminate the Agreement if the increase has resulted from additions made to the system.
5.5 Ownership of the Equipment shall remain with Techpal unless it is paid for in full by the Customer. Until that time the Customer will hold it as Techpal.’s fiduciary agent and bailee. The Customer must keep the Equipment separate from other equipment and it must be properly stored, protected, insured and identified as Techpal.’s property. The Customer is not permitted to sell the Equipment and Techpal can insist on its return.
5.6 On expiry of Techpal associated lease agreements, the leased system(s) become(s) the property of Techpal. An invoice will be raised for secondary rental or title of the Equipment unless the Equipment is returned to Techpal at 102 Stockingstone Road, Luton LU2 7NF in good working condition by the customer within 30 days of the expiry of the lease.
5.7 If requested within the manufacturer’s warranty period, Techpal will replace faulty items free of charge with an identical model or one with similar capabilities. Techpal will do this only if Techpal supplied the Equipment to the Customer, the Equipment has been maintained only by Techpal, the Customer is not at fault and liability is not excluded.
5.8 Throughout the term of the Agreement Techpal shall ensure that the performance of the Equipment and the servicing meet the approved standard of the manufacturer including telephone technical support for maintenance, an engineer’s visit to Site when required, service of the central control unit and all components within it, service of key phone instruments, service of Voicemail – auto attendant hardware* and headsets* (* only covered if stated in the Agreement). Techpal will endeavour to respond to reported faults within the level of service taken by the Customer but at no time will a failure by Techpal to do so be construed as a material breach of the Agreement. Maintenance will not cover failure due to changes to or disconnection from the approved system, failure of any supplies or connected services, changes in the environment, ancillary items including but not limited to answer phones, call loggers, payphones, public address systems, printers, external music on hold sources, system cabling and consumables unless otherwise agreed in writing and a force majeure event as defined in the Agreement. Any wilful or accidental damage caused to the Equipment will not be covered by any of the provisions of this Agreement. This would include, but is not limited to, any wilful or accidental damage caused by any liquids, or any damage caused by electrical faults, lightning strikes, floods or any other act of God. Normal wear and tear is not covered by this agreement.
5.9 If the Equipment is to be connected to the BT Network or other outside services, it is the Customer’s responsibility to arrange for provision of any required circuits. The Customer must pay all costs for circuit rentals, connection charges, inspections, commissioning and any other costs necessary to provide the services. Techpal shall not be responsible for any delays in the provision of services. Any such delay will not give the Customer the right to refuse installation of the Equipment or payment due to us.
5.10 After Techpal has installed the Equipment at the Site, our engineer will confirm to the Customer that the Equipment is working satisfactorily. When this is confirmed the Customer will be taken to have accepted the Equipment. Any warranties for the Equipment from the manufacturer will be passed to the Customer for 30 days.
5.11 The Customer must prepare the Site(s) in accordance with Techpal’s instructions so that any necessary Equipment can be installed. The Customer will meet the costs of preparing the Site(s). The Customer must provide adequate electricity supply and suitable earth connection for the operation of any Equipment to be installed at the Site(s) and, in the case of MLU Access, a designated carrier network test and termination point. The Customer must assist and co-operate with Techpal to enable Techpal to carry out its obligations under the Agreement including giving access to the Site(s) to install and maintain the Equipment. Techpal will normally carry out installation and maintenance work during normal working hours but May, on reasonable notice; require the Customer to provide access at other times. At the Customer’s request Techpal may agree to work outside normal working hours but the Customer shall be liable for paying to Techpal any overtime charges for relevant staff.
5.12 Techpal shall attempt to install the Equipment at the Premises so that the Service can be provided on or before the Preferred Commencement Date agreed by Techpal. Any installation date shall be an estimate only and Techpal shall not be liable for any failure to meet such installation date. Should the Customer prevent Techpal from delivering or installing the Equipment, including where the Site(s) is unprepared, Techpal reserves the right to charge its costs to the Customer. Techpal shall attempt to comply with the Customer’s reasonable requests in respect of installation but Techpal.’s decision on the routing of cables and wires and the positioning of outlets and Equipment shall be final. Techpal accepts no liability whatsoever for any loss the Customer or any third party may suffer as a result of installation of the Service.
5.13 Techpal may, without terminating this Agreement, suspend the Services if any of the following apply. Techpal believes or is advised it is necessary because of technical problems or work on the network or for reasons of safety. Techpal believes it is necessary to prevent fraud taking place. Techpal is obliged to comply with an order, instruction or request of Government or persons purporting to act with Governmental authority, an emergency service organisation, or other competent administrative authority. Techpal needs to maintain or upgrade the Techpal Designated Carrier Network at the Site. The Customer’s total charges incurred are more than the Customer’s credit limit. The Customer acknowledges and agrees that in certain circumstances it may not be possible for Techpal to provide notice of the suspension. Techpal will use reasonable endeavours taking account of the circumstances to provide the Customer with as much notice of the suspension and to maintain the suspension for as short a period as is reasonably possible. If suspension occurs for technical reasons or to prevent fraud and that suspension lasts for more than 24 hours, the Customer will receive a pro-rata credit against the monthly access charge for the period of the suspension. If the Customer fails to pay a sum due under the terms of the Agreement, then Techpal reserves the right to suspend the Service and levy an administration fee of £50 ex vat for lifting such a suspension. This provision also applies to Network Services
5.14 Maintenance is invalidated if any part of the Equipment is serviced, maintained or worked on for whatever reason or purpose by any party other than Techpal or a party authorised by Techpal.
6. TERMINATION
6.1 Without prejudice to any other rights or remedies under the Agreement or at law, Techpal may terminate this Agreement or cancel the Services at any Site immediately by serving written notice on the customer if:
a. the Customer becomes insolvent or is subject to a court winding up order; or
b. the Customer commits a breach of any material obligation under this Agreement and (in the case of a remediable breach) fails to remedy the breach within 14 days of receiving written notice to do so from Techpal.
6.2 The Customer may terminate this Agreement immediately by serving written notice on Techpal if:
a. Techpal becomes insolvent; or
b. Techpal commits a breach of any material obligation under the Agreement and (in the case of a remedial breach) fails to remedy the breach within 14 days of receiving written notice to do so from the Customer.
6.3 Upon termination of any part of the Agreement, all amounts owed by the Customer to Techpal shall become immediately due and payable in full on demand and the Customer must:
a. immediately stop using the Services that have terminated;
b. immediately stop using the Equipment, and
c. permit Techpal to enter the site(s) during normal business hours to remove the Equipment.
The Customer’s obligations in respect of the Equipment will continue to apply until Techpal has removed the Equipment. 6.4 Techpal will not be liable for any further programming required by the Customer.
6.5 The provisions of this clause remain in force despite the termination of the Agreement.
7. GENERAL PROVISIONS
7.1 All sums due to Techpal under the Agreement are exclusive of Value Added Tax and any other applicable taxes which may from time to time be introduced, which shall be charged in accordance with the relevant regulations in force at the time of making the taxable supply and must be paid by the Customer.
7.2 If payment should not be received within 30 days from the date of the invoice, Techpal will be entitled to charge (in addition to interest and any legal cost ordered by the court and without prejudice to any other rights or remedies available to Techpal) the sum of £85 ex vat in administrative cost incurred by Techpal in taking steps to secure payment. Techpal will charge customers who request paper billing at the cost of £2.50 ex vat per paper bill provided.
7.3 The customer will pay interest at a rate of 3% over the Bank of England Base Lending Rate applicable at the time per month on all overdue amounts from the date payment is due until the Customer has paid in full.
7.4 The agreement is the entire agreement between the Customer and Techpal.
7.5 The agreement applies to all items of Equipment individually. If any item fails, it will not affect the rights and liabilities of either party for the other items.
7.6 The Customer’s duties under the Agreement will continue and will not be affected by the breakdown, theft, loss, destruction of, or damage to any Equipment.
7.7 Notices under the Agreement must be made in writing and delivered by hand or sent by registered post, or by recorded post when specifically required by these terms to the other party’s address. The address will be the one stated in the Agreement, the registered office (for a limited company) or the last known address of the other party. The notice will be taken to have been delivered on the date of acknowledgment.
7.8 Techpal reserves the right to assign, sub-contract or otherwise deal with all or any of its rights and obligations arising under the Agreement. The customer may not assign this contract without having first received written authority from Techpal, such authority not to be unreasonably withheld.
7.9 There can be no variation to the terms of the Agreement unless approved in writing by both parties.
7.10 The unenforceability of any term of the Agreement will not affect the enforceability of any other terms.
7.11 No person or body who is not a party to the Agreement has any rights under the Contracts (Rights of Third Parties Act 1999) to enforce any of the Agreement.
7.12 The parties shall not be liable to the other except as expressly set out in the Agreement. Unless otherwise expressly stated, either party’s liability in contract, tort or otherwise including any liability for negligence howsoever arising out of or in connection with the performance of either party’s obligations under the Agreement is limited to £5,000 ex vat for one event or series of related events and £15,000 ex vat in total for all events arising in any twelve month period. Techpal and its suppliers and service providers do not offer or guarantee a fault free service and without prejudice to the Customer’s obligations to pay Techpal the charges for any Equipment, the parties shall not be liable to the other party under the Agreement in contract, tort (including negligence) or otherwise for any loss of revenue, business, contracts, anticipated savings or profits. Nothing in this Agreement excludes or restricts either party’s liability for death or personal injury resulting from that party’s negligence or its employee’s negligence while acting in the course of their employment or for anything else for which the parties cannot at law limit or exclude their liability. The provisions of this Clause continue to apply despite the termination or expiry of the Agreement.
7.13 Neither party will be obliged to carry out any obligation under the Agreement where performance of such obligation is prevented due to any cause beyond the party’s reasonable control, including but not limited to any act of God, severe weather, failure or shortage of power supplies, flood, drought, lightning or fire, labour shortage or labour dispute, the act or omission of Government, highways authorities, other telecommunications operators or administrations or other competent authority, war, military operations, or riot, or difficulty, delay or failure in manufacture, production or supply by third parties of either the Equipment or Services or both resulting from the same or a similar type of force majeure event. If any force majeure event lasts for more than three months from the date of its commencement and that event prevents either party from performing all or a material part of its obligations during that period either party may by giving 14 days written notice to the other party terminate the Agreement
7.14 The Customer will promptly provide Techpal (free of charge) with any information Techpal may reasonably require to enable it to proceed with the performance of its obligations under the Agreement including any information which Techpal may reasonably request for the purposes of credit verification and debt collection and the Customer permits Techpal to use such information and to provide it to third parties acting on behalf of Techpal for such purposes. Unless expressly agreed in writing neither the Customer nor Techpal will use, copy, adapt, alter or part with possession of any information that is disclosed or otherwise comes into its possession under or in relation to the Agreement and which is of a confidential nature unless required to do so by a court order or legislation. This obligation will not apply to information which the recipient can prove was in its possession at the date it was received or which the recipient obtains from some other person with good legal title to it or which is in the public domain otherwise than through the default or negligence of the recipient. The Customer acknowledges that Techpal may use information regarding calls routed through the Equipment including but not limited to origin, destination, duration, route and time. Both parties must comply with the current Data Protection Legislation when dealing with information given to the other party under the Agreement.
7.15 Intellectual Property Rights in all documents, drawings and information including if applicable any access codes supplied to the Customer in connection with the Agreement remain vested in Techpal or the intellectual property right owner. Such documents, drawings and information are confidential and will not be copied, disclosed or used (except for the purpose for which they were supplied) without Techpal.’s prior written consent.
7.16 Failure by either party to enforce any of its rights under the Agreement is not to be taken as or deemed to be a waiver of that right unless the waiving party acknowledges the waiver in writing. Part or all of any clause of the Agreement that is unenforceable or illegal will be severed from the Agreement and will not affect the enforceability of the remaining provisions of the Agreement.
7.17 Techpal shall not be responsible for call charges resulting from fraudulent use of the Equipment or Services by the Customer or any third parties and the Customer agrees to pay all additional charges related to such fraud. Techpal will automatically provide Exceptional Call Reporting for the customer to cover this risk and the cost of that Exceptional Call Reporting cover will be paid by the customer. This clause will always apply unless the customer specifically states in writing to Techpal that the customer does not want this Exceptional Call Reporting cover to apply.
7.18 The Customer accepts that it is technically impracticable to provide telecommunications services which are entirely free of faults and Techpal does not undertake to do so
7.19 Techpal reserves the right to apply this clause in the alternative to any other provisions in these terms for the calculation of loss arising from a Customer’s breach of contract. If the Customer gives less than the specified amount of written notice to terminate this agreement or ceases to use the Services or a part thereof (including reduced usage) or attempts to terminate this Agreement prior to the expiry of the Minimum Term or any subsequent period equivalent to the Minimum Term or fails to achieve any minimum call spend as set out on the Agreement, or if the Customer is in breach of this Agreement, Techpal reserves the right to invoice the Customer for the loss it suffers, which includes loss of revenue for the short notice given for the balance of the Minimum Term based upon an average of 6 calendar months bills of the Customer in which periods the Customer has made full use of the Services (or such lesser period as is available). Upon termination Techpal shall be entitled to raise invoices for all sums due and all invoices (whenever raised) shall become due for payment immediately.
7.20 The Customer must not use or allow others to use the Equipment or Services provided for any improper, immoral or unlawful purpose. If Techpal incurs any liability to any person or any expense arising from such use, the Customer will promptly reimburse such amounts to Techpal. The Customer must report to Techpal as soon as it becomes aware of any fraud, deception, or unauthorised or unlawful use relating to the Equipment or Services. The Customer must advise Techpal in writing if it changes its address. The Customer must comply with all reasonable instructions given to it by Techpal and provide Techpal with all information relevant to the Services provided under this agreement.
7.21 When a contract for services automatically rolls over pursuant to any terms contained herein these Terms and Conditions will apply to the rolled over contract. Techpal reserves the right in its absolute discretion to make any reasonable or necessary amendments to these Terms and Conditions and any amendments made pursuant to this clause will be published within the Terms and Conditions contained on the Techpal website at techpal.co.uk.
7.22 The Agreement is governed by English law and disputes will be subject to the exclusive jurisdiction of the English Courts.