These general terms and conditions (“General Terms”) apply to any Service you buy from CLI Secure. Specific Services have their own Special Terms referred to on your Order Form and Schedules.

1.Definitions and Interpretation

1.1.The words below have the following meanings:

1.1.1.‘ You’ and ‘your’ mean the Customer.

1.1.2.‘We’, ‘our’, ‘us’ mean CLI Secure.

1.2.The following terms and expressions have the following meanings.

“Acceptable Use Policy” means specific rules that you have to follow when using Services. You can find the policy on our website.

“Affiliate” means any entity that directly or indirectly controls or is controlled by either one of us or is jointly controlled with either you or CLI Secure.

“Agreement” means the agreement between you and CLI Secure that that is made up of these General Terms, the Special Terms, the Orders, the SLA and if applicable to any Service, the CLI Secure Price List.

“Applicable Law” means the laws of England and Wales and any laws and regulations, as may be amended from time to time, that apply to the provision or receipt of a Service, including anti-corruption laws set out in the Bribery Act 2010.

“Business Hours” means the period 9.00 am to 6.00 pm on any Business Day.

“Business Day” means Monday to Friday, except bank holidays and public holidays in the relevant part of the United Kingdom.

“Cancellation Charges” are compensatory charges payable by you to CLI Secure on cancellation of a Service before the Service Start Date in accordance with Clause 13 and as set out in Special Terms for the Service or the Order Form or the CLI Secure Price List.

“Charges” means the fees and charges that you pay in relation to Service as set out in the Order Form and/or Special Terms.

“CLI Secure” means CLI Secure Limited, a company incorporated and registered in England and Wales with company number 10813832 whose registered address is Unit 11 Sybil Mews, London, England, N4 1EP.

“CLI Secure Equipment” means the equipment (other than any Purchased Equipment), cables, and any other devices and associated materials (including software forming part of the equipment, if any) we provide to allow you to receive or use the Service.

“CLI Secure Network” means the communications network owned or leased by CLI Secure and used to provide a Service.

“Confidential Information” means confidential information either of us (or each of our officers, employees, agents, subcontractors, suppliers, advisers or Affiliates) gives the other after the date of the Agreement, no matter how it is recorded, stored or disclosed and includes:

a) the Agreement;

b) information about technical or commercial know-how, specifications, inventions, processes or initiatives; or

c) any information a reasonable business person would see as confidential about:

(d) the business, affairs, customers, clients, subcontractors, suppliers, plans or strategy of either of us or our Affiliates; and

(e) the operations, processes, product information, know-how, designs, trade secrets or software of either of us or our Affiliates,

but it does not include:

a) information that is available to the public, or becomes available, unless it is because one of us breaches the Agreement;

b) information that was already available to the receiving party on a non-confidential basis;

c) information we both agree in writing is not confidential information; or

d) information that was developed by or for the receiving party independently of the confidential information.

“Customer” means the party CLI Secure contracts with to provide the Service as set out on the Order Form.

“Customer Contact” means any individuals authorised to act on your behalf for Service management matters.

“Customer Equipment” means any equipment (other than CLI Secure Equipment) used to receive or use our Service including any Purchased Equipment, cabling, wiring, and personal computer, hardware, and any software incorporated in them.

“Customer Personal Data” means only the proportion of Personal Data where you are the Controller and that CLI Secure needs to Process on your behalf as a Processor in providing the Services to you under the Agreement.

“Data Protection Legislation” means any applicable laws and regulations relating to the use or processing of personal data including:

a) EU Regulation 2016/679 (“GDPR”);

b) any laws or regulations ratifying, implementing, adopting, supplementing or replacing the GDPR (including, in the UK, the Data Protection Act 2018 (“DPA”); (to the extent in force) the UK GDPR as defined in Data Protection, Privacy and Electronic Communications (Amendments etc) (EU Exit) Regulations 2019 (SI 2019/419) (“UK GDPR”)); any laws and regulations implementing or made pursuant to EU Directive 2002/58/EC (as amended by 2009/136/EC) (including, in the UK, the Privacy and Electronic Communications (EC Directive) Regulations 2003); and any guidance or codes of practice issued by a governmental or regulatory body or authority in relation to compliance with the foregoing; in each case, as updated, amended or replaced from time to time; and

c) the terms “data subject”; “personal data”; “processing”; “processor”; and “controller” shall have the meanings set out in the GDPR.

“Force Majeure Event” means any event that neither Parties can control and that stops or delays either Party from doing something, including:

a) natural event including a flood, a storm, lightning, a drought, an earthquake or seismic activity;

b) an epidemic or a pandemic;

c) a terrorist attack, civil war, civil commotion or riots, war, the threat of war, preparation for war, an armed conflict, an imposition of sanctions, an embargo or a breaking-off of diplomatic relations;

d) any law made or any action taken by a government or public authority, including not granting or revoking a licence or a consent;

e) collapsing buildings, a fire, explosion or accident; or

f) any labour or trade dispute, a strike, industrial action or lockouts.
 

“General Terms” means these terms.

“Group Company” means in respect of either you or us (as applicable), any holding company and any subsidiary company, or subsidiary of such holding company, or where such holding company is a co-controlled company any of its holding companies or its subsidiary companies (as defined in Sections 1159 of the Companies Act 2006).

“Insolvency Event” means any of the following events that occur where one of us:

a) becomes the subject of a bankruptcy order;

b) becomes insolvent;

c) makes any arrangement or composition with its creditors, or assignment for the benefit of its creditors;

d) goes into voluntary or compulsory liquidation, except for reconstruction or amalgamation purposes;

e) stops trading or operating;

f) owns any assets that are material to the operations of all or substantially all of its business that are seized or have a receiver or administrator appointed over them; or

g) faces any of these situations because a notice is given, a petition is issued, a resolution is passed, or any other step is taken in their jurisdiction.

“Intellectual Property Rights or IPR” means any rights and interest in patents, trademarks, service marks, trade and business names, rights in design, copyright, database rights, know-how and any other similar right (whether existing or applied for, or there is a right to apply to be registered) and any similar rights to those rights under any other jurisdiction. Any applications for registering any of these rights that can be registered in any part of the world are also included.

“Minimum Term” means the minimum period during which you commit to take the Services as specified on the Order Form. The Minimum Term shall commence on the date of installation and shall continue for the period set out in the Order Form.

“Order Form” means the order form for the Services.

“Party” means a party to the Agreement.

“Parties” means both CLI Secure and the Customer.

“Purchased Equipment” means any equipment, including any software, that CLI Secure sells or licenses to you.

“Service” means the service that CLI Secure provides to you under this Agreement including but not limited to any Ancillary Service. If relevant, it includes a service for a particular Site, or a part or component of a Service and may also include content that CLI Secure has provided to you as well as Purchased Equipment.

“Service Credits” means any amount, as set out in the SLA, CLI Secure will credit against the charges if CLI Secure fails to meet the levels of service set out in the SLA.

“Service Level Agreement or SLA” means our service level agreement applying to the Service.

“Service Start Date” means the date the Service starts, as explained in Clause 1.9.

“Site” means the place at which CLI Secure shall provide the Services to you, as detailed in the Order Form.

“Survey” means any survey or other investigations we believe we need to carry out at the Site.

“Special Terms” means any extra terms and conditions specific to the Service.

“Termination Charges” means any charges payable by you to CLI Secure on termination of the Service or the Agreement in whole or in part during the Minimum Term.

“User” means any person you allow to use any Service.

“Website” means any website as operated by us from time to time including clisecure.com

1.3.In the Agreement, any reference to:

1.3.1.‘person’ includes any person, partnership, firm, company, business, government, organisation, government agency, trust, association;

1.3.2.‘you’ includes your employees and agents, any person who takes over your business, and any person who we reasonably believe is acting for you; and

1.3.3.‘we’ includes our employees and agents, any person acting for us, and any person who takes over our business.

1.4.In the Agreement, general words introduced or followed by ‘other’, ‘including’ or ‘in particular’ do not have a restrictive meaning because examples are also used.

1.5.The headings of clauses are for convenience only and do not affect the meaning of the clauses.

1.6.Where these terms and conditions say that you must not do something, you must not allow any other person to do it either. You must do everything reasonably possible to prevent any other person from doing it.

1.7.The Agreement between you and us is made up of:

1.7.1.These General Terms;

1.7.2.The Special Terms for specific services;

1.7.3.The SLA;

1.7.4.The Order Form; and

1.7.5.CLI Secure Price List, if applicable.

1.8.If there are any inconsistencies between the documents making up the Agreement unless we state otherwise, the documents will take priority in the following order.

1.8.1.The Special Terms;

1.8.2.These General Terms;

1.8.3.The Order Form(s);

1.8.4.The SLA;

1.8.5.CLI Secure Price List;

1.8.6.Any other documents expressly incorporated by one of the documents listed above.

1.9.The Service will start on the date the Service is ready to use by you.

2.How you order the Service

2.1.To order the Service you must fill in our standard Order Form that we will provide to you either electronically on our Website or orally by telephone after receiving your order request.  

3.When the Agreement starts and how long it lasts

3.1.The Agreement will come into force when:

3.1.1.you and we have both signed the Order Form,

3.1.2.we have sent you an email accepting an Order Form you have signed and sent to us.

3.1.3.you start using the Service; or

3.1.4.we make the Service available to you;

whichever is earlier.

3.2.The Agreement will stay in force for at least the Minimum Term (if any) and until:

3.2.1.one of the Parties ends it (in a way that the Agreement allows);

3.2.2.it expires; or

3.2.3.CLI Secure is no longer providing you with any Services, there are no outstanding Orders and all invoices are paid.

3.3.The Minimum Term is:

3.3.1.the period stated on the Order Form starting on the Service Start Date; or

3.3.2.If the Service involves installing equipment at more than one Site, the Minimum Term will start on the Service Start Date of the last Site equipment is installed at, unless the Special Terms say otherwise.

4.Our Obligations

4.1.We will:

4.1.1.provide each Service with the care and skill that would reasonably be expected in the circumstances;

4.1.2.comply with Applicable Law;

4.1.3.provide information relating to your use of a Service to authorities, regulators and law enforcement agencies, if it is legally required to;

4.1.4.and if applicable to a Service, take reasonable steps to stop anyone getting unauthorised access to any part of the CLI Secure Network.

5.Your Obligations

5.1.You will

5.1.1.provide us with the names and contact details of the Customer Contact, but we may also accept instructions from a person who we reasonably believe is acting with your authority;

5.1.2.provide us with any information reasonably required, including information in relation to health and safety and the environment, without undue delay, and you will make sure the information provided is accurate and complete;

5.1.3.complete any preparation activities that we may request to enable you to receive the Service promptly and in accordance with any reasonable timescales;

5.1.4.cooperate with us and comply with any reasonable requests we make to help us provide the Services;

5.1.5.comply with Applicable Law, and make sure that your Users do as well;

5.1.6.comply with the Acceptable Use Policy and make sure that your Users do as well; and

5.1.7.For the Sites not under our control, get all the consents, licences, permissions and authorisations at your own expense, we both need and keep them up to date so we can provide the Services at the Sites, including for:

a) making alterations to buildings;

b) getting into the property;

c) dealing with local authorities, landlords or owners;

d) installing, maintaining, adjusting, repairing, moving, replacing, renewing or removing CLI Secure Equipment at or on the Site, premises or lands,

e) installing Purchased Equipment and any other equipment that is reasonably necessary for the Service or the work set out in Clause 5.1.7(d); and

f) using the Services over your network or at a Site.

5.2.While using the Service:

5.2.1.You must not re-sell the Service or CLI Secure Equipment or any part of them without our permission in writing.

5.2.2.You must only use the Service and CLI Secure Equipment in line with:

a) any conditions and instructions we give you in writing from time to time; and

b) any Applicable Laws.

5.2.3.You and your Users must not use the Service:

a) to send or receive any communications if doing so would be an offence under section 127(a) of the Communications Act 2003;

b) in any way that goes against our Acceptable Use Policy;

c) to infringe (break, limit or undermine) the legal rights of any person (including copyright and rights of privacy or confidentiality); or

d) in any way that breaks the law.

5.2.4.You agree and acknowledge that if you breach any of the Clauses 5.1 or 5.2., we may immediately suspend the Service as per Clause 12 or terminate the Agreement as per Clause 14 by giving you a written notice. You must indemnify us against any liabilities, claims, damages, losses and proceedings arising out of or in  connection with any use of the Service that breaks the law or this Clause 5.

5.2.5.If you need to open an account with us in connection with the Service, you must complete the registration process by giving us the complete and accurate information we ask for at any time.  You shall immediately notify us of any unauthorised use of your account or if any other breach of security has occurred. In no event shall we shall not be liable for any unauthorised use of your account.

5.2.6.You are responsible for the use of the Service and any transactions and activities (whether by you or by any other person on your account, even without your permission), including all charges that arise and any use that breaks the Agreement.

6.Installing the CLI Secure Equipment and Purchased Equipment and Responsibilities of the Parties

6.1.We will only provide the Service if:

6.1.1.our Survey of the Site is satisfactory;

6.1.2.we have the access we need to the Site (see Clause 5.1.7)

6.1.3.we are happy with the credit check we carry out (see Clause 10); and

6.2.If we ever reasonably believe that you are not meeting the requirements of Clause 6.1, we may end the Agreement (or any part of it) immediately by giving you written notice. We will not be liable for any consequences of doing this.

6.3.We will estimate our costs for installing and connecting the Service, and those estimated costs will be covered by our Charges set out in the Order Form. When the Agreement has come into force we may also carry out a survey of the Site where we provide the Service. We will inform you accordingly if:

6.3.1.when we carry out a Survey of the Site, our Survey indicates that there will be extra costs (above our estimated costs) for us to provide the service;

6.3.2.when we are installing and connecting the Service, we discover something which was not highlighted by the Survey, and this results in there being extra costs (above our estimated costs as confirmed or as changed as a result of any extra costs arising from our Survey); or

6.3.3.when we are installing and connecting the Service, you or the landlord of your Site asks us to (and we agree to) make a change to the Service, and this results in there being any extra costs.

In these circumstances we can, after giving you written notice, increase our Charges by the amount of the extra costs. You will have the right to cancel the Agreement by giving us written notice within seven (7) days of receiving our written notice. If you exercise this right to cancel, we may charge you as per Clause 13 (for terminating or cancelling the Service before the relevant Service Start Date) or Clause 14.3. (for terminating or cancelling the Service after the relevant Service Start Date and before the Minimum Term) whichever is applicable you.   If you do not exercise this right to cancel you must pay the increased Charges.

6.4.We will use our reasonable efforts to install and connect CLI Secure Equipment, and any Purchased Equipment.

6.5.You must provide (at your own expense) appropriate space, power, ducting and environment for us to install and maintain the CLI Secure Equipment and the Purchased Equipment at the Site. You must make sure that you make any necessary preparations before CLI Secure Equipment and Purchased Equipment is connected, and you must follow any instructions we give you on making those preparations.

6.6.If you do not keep an agreed appointment for us to enter the Site in connection with carrying out a Survey, we may charge you a call-out fee (a charge for coming out to you which is on top of the cost of any work or repairs).

6.7.If, on any agreed date, you fail to:

6.7.1.take delivery of, or allow us to install, CLI Secure Equipment or Purchased Equipment; or

6.7.2.allow us to carry out work;

we may arrange storage for CLI Secure Equipment or Purchased Equipment at your risk (meaning that we will not be liable for any loss or damage arising while the equipment is in storage). You will have to pay the reasonable costs of the storage.

We may also charge you a call-out fee and any reasonable costs arising as a result of your failure.

6.8.Unless we agree otherwise with you in writing, there must be a secure electricity supply available at the Site, at the points and with the connections we specify, for installing, using and maintaining the CLI Secure Equipment and Purchased Equipment. If you would need the Service to continue uninterrupted in a power failure, you must provide back-up power which meets the requirements of the relevant British standards. We will not be liable for faults arising in the CLI Secure Equipment or Purchased Equipment as a result of a power failure.

6.9.We will use our reasonable efforts to put the CLI Secure Equipment and Purchased Equipment where you want it, but our decision on where to put them will be final and binding.

6.10.CLI Secure Equipment will remain our property at all times. You agree to make our ownership of CLI Secure Equipment clear to all third parties. We will own the purchased equipment until you have paid us the full purchase price.

6.11.You will be responsible for all loss of or damage to CLI Secure Equipment and Purchased Equipment at the Site when they have been delivered. You must insure CLI Secure Equipment against all relevant risks.

6.12.We may alter or replace CLI Secure Equipment from time to time as long as the altered or replaced equipment does not have a significant negative effect on the Service.

6.13.You are responsible for always making sure that CLI Secure Equipment is kept safe and used properly at the Site. Unless the loss or damage results just from our negligence, actions or failings, we will not have any liability for loss of or damage to CLI Secure Equipment (including lightning or electrical damage) and you must indemnify (fully compensate) us for any such loss or damage. Things you must and must not do under this Clause include but are not limited to the following:

6.13.1. You must not do the following:

a) sell, transfer, dispose of repair, service, tamper with, remove or interfere with CLI Secure Equipment, use it as security for borrowing, or do anything else which would affect our rights over CLI Secure.

b) add to, alter or in any way interfere with CLI Secure Equipment, including connecting it to any equipment or device designed to divert electronic communications services to a different provider.

c) allow CLI Secure Equipment to be repaired, serviced or otherwise attended to by any person other than our authorised representative.

d) anything which is likely to damage CLI Secure Equipment or reduce its performance or operation.

e) remove, tamper with, change or mask any words or labels on CLI Secure Equipment or any part of it.

6.14.In relation to CLI Secure Equipment, you will

6.14.1.not move or relocate the CLI Secure Equipment or any part of it from the Site(s) without our written consent and you will pay our costs and expenses reasonably incurred as a result of such move or relocation;

6.14.2.only use CLI Secure Equipment, or allow it to be used, in accordance with any instructions or authorisation we may give and for the purpose for which it is designed;

6.14.3.take whatever steps as are necessary to protect CLI Secure Equipment in case of an emergency and inform us in writing about the emergency as soon as possible;

6.14.4.not claim to be the owner of CLI Secure Equipment and ensure that the owner of the Site(s) will not claim ownership of CLI Secure Equipment, even where CLI Secure Equipment is fixed to the Site(s);

6.14.5.obtain appropriate insurance against any damage to or theft or loss of CLI Secure Equipment;

6.14.6.not allow any lien, encumbrance or security interest over CLI Secure Equipment, nor pledge the credit of us for the repair of CLI Secure Equipment or otherwise;

6.14.7.where there is a threatened seizure of CLI Secure Equipment, or an Insolvency Event applies to you, immediately provide us with a notice so that we may take action to repossess CLI Secure Equipment; and

6.14.8.notify any interested third parties that we own CLI Secure Equipment.

6.15.If you break this Clause 6.15.1, we may, without affecting our other rights, increase the Charges as we reasonably think fit. Clause 9.8 will not apply to such an increase in Charges.

7.Password and Security

7.1.We may provide you with a password (which could be a code, PIN number, user ID, account number, smart card, or other security device) to access the Service.

7.2.You are solely responsible for maintaining all passwords provided to you, secure and confidential at all times, and informing us immediately if someone else discovers it. You are not allowed to copy or attempt to copy any smart card or other security device. We can change the password without prior notice.

7.3.If at any time, we believe you have violated Clause 7.2, we have the right to (at our sole discretion):

7.3.1.suspend user names and password access to the Services;

7.3.2.to ask you to change any or all of the usernames and passwords you use in connection with the Services; or

7.3.3.terminate your Agreement with us.

7.4. We may (but do not have to) agree to any request you make to alter a password. You may need to pay a charge for this.

8.Customer Equipment

8.1.If we agree to use any of the Customer Equipment such as cabling or wiring already installed at the Site, you must have full rights for the cabling or wiring to be used for the purpose of us providing the Service, and you guarantee that it meets all relevant standards and any specifications we tell you.

8.2.We are not responsible for any loss or damage, whether directly or indirectly, resulting from the use of the Customer Equipment in connection with the Service or arising from you failing to follow our instructions.

8.3.You are fully responsible for the security of the Customer Equipment.

8.4.You are responsible for making sure the Customer Equipment is properly programmed, equipped, compatible, and connected for use with CLI Secure Equipment according to our reasonable instructions (if any) and any other applicable instructions or procedures. It is your responsibility to prepare and connect the Customer Equipment to CLI Secure Network unless we agree to assist you provided that you pay our charges for our assistance agreed with you.  

8.5.Unless otherwise agreed in writing, we are not responsible for repairing or maintaining the Customer Equipment.

8.6.You must ensure the Customer Equipment is in good working condition and complies with all relevant standards, approvals, and laws.

8.7.We may disconnect or require you to disconnect any of the Customer Equipment if we reasonably believe it:

8.7.1.does not comply with applicable standards, approvals, or laws;

8.7.2.may cause injury to any person or significant property damage; or

8.7.3.may degrade the quality of any Service we provide.

8.8.We will not be liable if you are unable to use the Service because:

8.8.1.the Customer Equipment is incompatible with CLI Secure Equipment, the Service, CLI Network, or any third party’s communications network; or

8.8.2.the Customer Equipment fails or breaks down.

9.Payment and Charges

9.1.You are responsible for paying the Charges, whether the Service is used by you or someone else. This includes all Charges incurred from unauthorized or fraudulent use.

9.2.The Charges for the Service are as set out in CLI Secure Price List or as otherwise agreed in writing (including in the Order Form). All payments you owe us under the Agreement must be paid in full without you deducting or withholding any amount or setting any restriction or condition.

9.3.You must pay our Charges by the method of payment set out in the relevant invoice or the Order Form. If you make a payment by a different method, we may refuse to accept it or charge an extra administration fee.

9.4.All charges set out in the Agreement do not include VAT or any other tax that applies. You must pay any such taxes we include in our invoice.

9.5.Unless we have agreed otherwise in writing, you must pay us all Charges within 14 (fourteen) days of the date of the relevant invoice.

9.6.Regardless of any other term or condition in the Agreement, we may delay sending invoices, or bring forward the date we send invoices, to coincide with our billing cycles. The first and last invoice relating to the Service may include charges due for more or less than one complete billing cycle depending on when the Service starts or ends.

9.7.If you pay the Charges by direct debit we may alter your direct debit instruction to reflect the charges for the Service at that time. When the Agreement ends, you will be responsible for cancelling any direct debit instruction or other payment arrangement. If you cancel any direct debit instructions in any circumstance other than when the Agreement ends, you must tell us immediately. We may then suspend the Service or end the Agreement without giving notice.

9.8.In addition to our right to increase the Charges or make new ones under Clauses 6.3 and 6.16, we may also increase our Charges or make new ones as follows:

9.8.1.We can impose one-off charges at any time after giving you 30 (thirty) days’ notice in writing.

9.8.2.We can increase rental charges and other recurring charges at the end of the Minimum Term, or introduce new ones, by giving you 30 (thirty) days’ written notice. However, if an increase is due to an increase in the charges we have to pay to a third-party communications operator, we can increase the Charges where necessary during the Minimum Term after giving you 30 (thirty) days’ notice in writing.

9.8.3.We can increase call Charges by giving you 30 (thirty) days’ notice in writing or publishing the revised call Charges on our Website at least 30 (thirty)  days in advance.

9.9.If we give you notice of increased or new charges as set out in Clause 9.8 (but not for an increase under Clause 6.3 or 6.16 or when we change the CLI Secure Price List), you can end the Agreement in accordance with Clause 15.3.

9.10.We may reduce charges at any time without giving you notice, and this would not give you the right to end the Agreement.

9.11.If we change a Service prior to the Service Start Date because you have given us incomplete or inaccurate information, we may, acting reasonably, apply additional Charges.

9.12.If you ask us to delay the Service Start Date for a Site, or they are delayed because you have failed to meet your obligations under the Agreement, you must pay any connection and rental Charges that has been delayed as a direct result by the Service Start Date, unless we have agreed otherwise with you in writing.

9.13.If you do not pay an invoice by the date it is due and you are not disputing the invoice in accordance with this Clause 9, we may:

9.13.1. charge you either:

a) a late payment charge, which will be described in the relevant Special Terms, Order Form, or the CLI Secure Price List; or

b) interest on the unpaid amount at the annual rate of 4% (four per cent) above the Barclays Bank plc’s base lending rate at the date of calculation, or at the maximum rate allowed by Applicable Law, whichever is less. The interest will build up and be compounded each day, from the date the invoice was due to the date you pay us.  

9.13.2.restrict or suspend any Service as set out in Clause 12; and or;

9.13.3.terminate the Service or the Agreement under Clause 14 on the basis that the Parties agree that not paying us the Charges when due in accordance with the Agreement will not be deemed a material breach of this Agreement.

9.14.If you ask us to carry out any work at a time which is not entirely during a Business Day, you must pay our Charges for the work, calculated at our standard hourly rate at the time, as set out in the CLI Secure Price List or otherwise communicated to you.

10.Credit Limits / Security

10.1.We may perform a credit check on you at any time prior to or following acceptance of the Order Form and may impose a credit limit on your account proportionate to the amount of Charges payable under the Agreement. Any credit limit imposed can be amended without prior notice.

10.2.If you exceed such credit limit:

10.2.1.we can immediately end the Agreement in whole or in part or a Service by giving you written notice;

10.2.2.we may demand immediate payment of all unpaid Charges (whether invoiced or not);

10.2.3.apply any other restrictions on your right to use the Service, as we consider appropriate; and

10.2.4.you will remain responsible for all Charges incurred including those exceeding the credit limit.

10.3.We may require you to provide it with a deposit or other security as a condition of providing the Services. No interest is payable on any deposit held by us. We may use the deposit or security to cover any overdue charges at any time. We may return this deposit or security (or the remaining part of it if we use it to pay overdue charges) when the Agreement ends, as long as CLI Secure Equipment is returned to us in good condition (except for fair wear and tear) and you have paid all amounts you owe to us.  

11.Maintenance

11.1.We are responsible for repairing and maintaining the CLI Secure Network, the CLI Secure Equipment and the Service, and will provide a facility for your authorised staff to report faults. When you report a fault we will use our reasonable efforts to restore the Service.

11.2.We can charge, and you must pay, a service fee (at our charging rates at that time) if any repair or maintenance work is needed because of:

11.2.1.you misusing, neglecting or damaging the CLI Secure Equipment, Purchased Equipment or the Service;

11.2.2.a power failure;

11.2.3.you accidentally or intentionally disconnecting the CLI Secure Equipment, Purchased Equipment or the Service;

11.2.4.you failing to keep to any part of the Agreement; or

11.2.5.a fault in, or other problem associated with, the Customer Equipment or any electronic communications system not run by us.

11.3.If you do not allow us to attend the Site on any agreed date to repair or maintain the CLI Secure Equipment or the Service, we may charge you a call-out fee.

12. Restriction or Suspension of the Service

12.1.We may restrict or suspend all or part of any Service:

12.1.1.if we need to do maintenance, repairs or improvements to any part of the CLI Secure Network, the CLI Secure Equipment and the Service as per Clause 11;

12.1.2.to implement a charge under Clause 4.2;

12.1.3.if you fail to make any payment to us when it becomes due as described under Clause 9;

12.1.4.if you go over any credit limit on your account or you cancel your direct debit and we haven’t agreed an alternative means of payment;

12.1.5.we have a good reason to suspect that you may have committed, or may be committing, any fraud against us;

12.1.6.if we reasonably believe;

a) you may have not complied with Applicable Use Policy;

b) it needs to in order to protect security or integrity of CLI Secure Networks;

c) it is necessary to keep to any instructions issued by the government, a regulatory authority, an emergency or other relevant authority.

12.1.7.in any circumstances where we are entitled to terminate the Agreement.

12.2.Except in an emergency or where we suspect you have committed or may be committing fraud against us, if we are going to restrict or suspend all or part of the Service, we will give you a notice as soon as we reasonably can. You will have no claim against us for suspending all or part of the Service under Clause 12.1. If we exercise our right to suspend all or part of the Service, this will not affect our right to terminate the Agreement.

12.3.If we restrict or suspend any Service because you have failed to make any payment due to us, you will still have to pay the Charges that are payable until the Service ends and we may apply a Charge to start to Service again.

13.Cancellation before the Service Start Date

13.1.If you cancel or terminate the Service by giving us a written notice before the relevant Service Start Date,

13.1.1.we may adjust the Charges if the cancellation affects volume commitments or the agreed Charges; and

13.1.2.you will pay us:

a) the Cancellation Charges referred to in the Order Form, or the Special Terms or the CLI Secure Price List or as otherwise agreed between the Parties in writing.

b) If there are no specified Cancellation Charges in the documents referred in Clause 13.1.2, but we have incurred costs to prepare for providing your Service, including cancellation fees from our subcontractors or suppliers or other third-party costs, you will pay us those reasonable costs in accordance with Clause 9.

14.Terminating Agreement

14.1.Without affecting any other rights we have to end the Agreement (whether set out in other parts of this Agreement or otherwise), either Party may terminate the Agreement in whole or in part or an affected Service immediately by giving the other Party written notice if any of the following has happened:

14.1.1.the other Party materially breaches the Agreement and the matter cannot be put right;

14.1.2.the other Party materially breaches the Agreement and, where it is possible, the matter could have been put right but the other Party failed to do so within 30 (thirty) days after notice of their breach;

14.1.3.An Insolvency Event applies to the other Party.

14.1.4.a Service is completely and continuously unavailable for more than 30 (thirty) consecutive days due to Force Majeure Event as long as the Force Majeure Event is still having an effect when the notice is received by the other Party.

14.2.If the Agreement, a Service or the Order Form is cancelled, terminated after the Service Start Date or expires, for any reason,

14.2.1.it will not affect any rights, obligations or liabilities that arose before the Agreement ended and each Party will immediately pay the other Party any money and interest that is due on the date of termination.

14.2.2.any licence we have granted you will also end immediately. You must immediately stop using the Service and pay us all the amounts you owe us in connection with the Service.

14.2.3.You must allow us to remove the CLI Secure Equipment on the Site.  If you cause a delay in us removing the CLI Secure Equipment, we can continue to charge you until such removal is completed, and you must pay those charges and any extra costs and expenses arising as a result of the delay.

14.3.If you terminate the Agreement in whole or in part or cancel any part of the Service after the relevant Service Start Date and before the end of the Minimum Term, you will have to pay:

14.3.1.all overdue Charges for the Service at the date the Service is terminated or cancelled; plus

14.3.2.any amount equal to the rental for the Service for the rest of the Minimum Term, less any rental you have already paid for that period; plus

14.3.3.applicable Termination Charges referred to in the Special Terms for the Service, the CLI Secure Price List or as otherwise agreed by you and us in writing; plus

14.3.4.our reasonable costs of removing, storing and decommissioning CLI Secure Equipment or any other equipment (unless we agree otherwise).

14.4.In addition to other rights and remedies, if we terminate the Service or the Agreement under Clause 14.1.1 or Clause 14.1.2, we may charge you the Termination Charges applicable to the relevant Service.

14.5.You acknowledge that any Termination Charges are proportionate given the early termination of the Service or Agreement before the end of the applicable Minimum Term and having regard to the overall commercial interests of the Parties, and that the Termination Charges do not represent a penalty.

15.Changes

15.1.We may, at any time, change any Service, as long as the Service’s performance is not significantly negatively impacted. These sorts of changes might include (but are not limited to):

15.1.1.changing, replacing, introducing or removing features of the Service;

15.1.2.replacing the Service with a materially equivalent Service;

15.1.3.changes to reflect developments in or changes to technology used to provide the Service;

15.1.4.substituting or replacing CLI Secure Equipment; or

15.1.5.changes required to (i) protect the integrity or security of CLI Secure Network and (ii) comply with Applicable Law.

15.2.Where any part of the Service, Purchased Equipment or CLI Secure Equipment is supplied by a third party and is subject to that third party’s terms and conditions, we are not responsible for any changes by that third party to the third party’s services, charges or terms and conditions or for notifying you of those changes as such changes are outside our control and we may not be aware of them. You will not have a right to cancel this Agreement without paying the Cancellation Charges or the Termination Charges.

15.3.Except where Clause 15.1. applies, if we make any changes to our Services, CLI Secure Equipment or the Agreement which is likely to cause you a material detriment:

15.3.1.we will give you at least 30 (thirty) days’ notice of the change by email; and

15.3.2.you will be entitled to cancel the Services and the Agreement by giving us at least 30 (thirty) days’ notice but you will need to tell us that you want to cancel within 30 (thirty) days of the date of the notice that we send you.

16.Intellectual Property Rights

16.1.All Intellectual Property Rights in any materials made available to you as part of the Service or generated by or for us in connection with the Service or this Agreement will remain the property of CLI Secure or its licensor.

16.2.If we provide materials to help you use the Service, we shall grant you a personal, non-transferable, and non-exclusive license for the term of this Agreement to use and to permit your Users to use our Intellectual Property Rights, solely as necessary for receipt of the Services and solely in accordance with the terms of this Agreement.

16.3.Intellectual Property Rights in all software (in whatever form) we provide you with in connection with the Service or the CLI Secure Equipment will remain our property, or the property of the person who has granted us a licence for that software (our licensor). We will grant you personal, non-transferable, and non-exclusive license use the software for the purpose of using the Service or CLI Secure Equipment and for no other purpose. You agree to keep to our licensor’s terms and conditions relating to your use of the software.

16.4.You must not:

16.4.1.reproduce the software, except for archiving or back-up purposes (and in those circumstances you must make sure that each copy contains all of the original software’s proprietary notices);

16.4.2.adapt, modify, translate, reverse engineer, decompile, alter or otherwise tamper or interfere with the software (except where the Applicable Law allows this); or

16.4.3.create work derived from or based on any of the software or any document accompanying it.

16.5.Except where Clause 16.6 applies, we will indemnify you against for any IPR claims, losses, costs or liabilities or agreed to be paid to a third party in connection with any claim or action against you as a result of the Service infringing the IPR of a third party (an IPR claim against you), as long as you do the following.

16.5.1.give us notice of any such claim or action as soon as possible after you become aware of it (and in any event no later than 7 (seven) days after becoming aware of it).

16.5.2.give us, and only us, authority to defend the claim or action, and at no time admit liability or otherwise try to settle the claim or action (unless we have given you written instructions to do so).

16.5.3.follow our reasonable instructions and give us any help we may reasonably need with the defence, including completing and filing court papers and providing relevant documents.

16.6.The indemnity in Clause 16.5 will not apply to any part of an IPR claim against you that results from or is connected with:

16.6.1.your negligence or misconduct;

16.6.2.your use of any of the Services with equipment, software or another service we have not supplied;

16.6.3.you modifying the Services or the CLI Secure Equipment without our permission;

16.6.4.any content, designs or specifications that have not been supplied by us or on our behalf; or

16.6.5.your using any of the Service in a way we have not agreed;

16.6.6.you are breaching the Applicable Law.  

16.7.You must indemnify us against any losses, costs or liabilities brought against us that results from or is connected with:

16.7.1.your use of any of the Services with equipment, software or another service we have not supplied;

16.7.2.you modifying the Services or the CLI Secure Equipment without our permission;

16.7.3.any content, designs or specifications that have not been supplied by us or on our behalf; or

16.7.4.your using any of the Service in a way we have not agreed.

16.8.You will stop any activity that led to the IPR claim against us as soon as we give you written notice or you become aware, or should reasonably have become aware, that your activity was causing a IPR claim against us, and we may ask you to actively defend or settle the claim.

16.9.If using a Service leads to IPR claim against you as described in Clause 16.5, or we believe it is likely to lead to one, we may, at our expense:

16.9.1.get you the right to carry on using the Service; or

16.9.2.modify or replace the Service so using the Service no longer infringes the third party’s IPRs, as long as the alteration or adjustment does not significantly reduce the effectiveness or performance of the Service

16.10.If we reasonably believe that we cannot exercise any of the options set out in clause 16.9, we will be entitled to terminate the Agreement by giving you 30 (thirty) days’ notice in writing.

17.Limitation of Liability

17.1.The Agreement excludes, as far as the law allows, any warranties, conditions or other terms that might be implied by statute or common law.

17.2.Nothing in the Agreement will limit or exclude your or our liability for:

17.2.1.death or personal injury caused by either of us being negligent;

17.2.2.fraud or fraudulent misrepresentation; or

17.2.3.any other liability that cannot be excluded or limited under Applicable Law.

17.3.Other than those matters set out in Clause 17.2. and Clause 17.5, you and we will not have any liability, regardless of how that liability arose, under or in connection with the Agreement, and whether in contract, tort (including negligence or breach of statutory duty), misrepresentation (whether innocent or negligent), restitution, or in any other way, for any of the following losses, no matter if those losses are direct or indirect:

17.3.1.loss of profit, revenue or anticipated savings;

17.3.2.loss of business or contracts;

17.3.3.loss of goodwill;

17.3.4.loss from wasted expenditure, wasted time or business interruption;

17.3.5.loss, destruction or corruption of data;

17.3.6.liability to any third parties unless a clause in the Agreement says something different; and

17.3.7.any special, indirect or consequential loss or damage.

17.4.Except in connection with indemnifying us for any amounts under Clauses 6.14, 5.2.4 or 16.7, and except where Clause 17.2 applies, during any agreement year (the 12-month period starting on the date of the Agreement and each anniversary of it) your or our total liability to the other, whatever the type of claim (including in respect of contract, negligence or otherwise), for that agreement year will be limited to:

17.4.1.Total Charges you have paid us in the 12-month period preceding any claims; or

17.4.2.£1,000;

whichever is more.

17.5.Your obligations to:

17.5.1.pay any Charges due under the Agreement including any interest payable under Clause 9.13.1(b) and any taxes due in connection with the Charges, together with any interest, fines and penalties payable due to your failure to correctly withhold and pay taxes where applicable;

17.5.2.refund any Service Credits; or  

17.5.3.pay any Termination Charges,

are in addition to and will not be counted towards the limitations set out in Clause 17.4 and will not be subject to the exclusions at Clause 17.3.

17.6.You agree that the limits of our liability under the Agreement are reasonable.

17.7.This Clause 17 will stay in force after the Agreement ends for any reason.

18.Confidentiality

18.1.Either Party shall keep all Confidential Information confidential and neither Party shall disclose the Confidential Information of the other Party to any third parties.

18.2.Each Party may disclose the other Party’s Confidential Information:

18.2.1.To its employees, officers, representatives, contractors, 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 this agreement. Each Party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other Party’s Confidential Information comply with this Clause 18.

18.2.2.as may be required by Applicable Law, a court of competent jurisdiction or any governmental or regulatory authority.

18.3.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 this Agreement.

18.4.Either Party will return or destroy any of the other’s Confidential Information within a reasonable time of the other requesting this by giving notice.

18.5.This Clause 18 will stay in place for a period of five (5) years following the end of this Agreement.

19.Data Protection

19.1.This clause will apply to the extent that we process personal data on your behalf in the course of providing the Service under this Agreement.

19.2.The Parties acknowledge and agree that for the purposes of Data Protection Legislation you will be the data controller of the personal data that is provided to us for processing under this Agreement and we will act as a data processor on your behalf.

19.3.We will process the personal data to the extent necessary to provide you with the Service and in accordance with your reasonable instructions (including the reasonable instructions of any Users accessing the Service on your behalf) as set out in the Agreement or otherwise in writing, and in doing so we will comply with the Data Protection Legislation.

19.4.We will ensure that persons authorised by us to process your personal data will be bound by a duty of confidentiality.

19.5.Under this Agreement, you will be responsible for:

19.5.1.complying with all Data Protection Legislation in respect of your use in our Services, your processing of personal data and any processing instructions you give us.

19.5.2.ensuring you have the right to collect, provide access to or transfer the personal data to us for processing under this Agreement.

19.5.3.ensuring that you will not disclose (or permit any data subject to disclose) any special categories of data to us for processing.

19.6.We will take the following security measures:

19.6.1.implement appropriate technical and organisational measures to protect the personal data from accidental or unlawful destruction, loss, alteration, unauthorised disclosure or access (a data breach).

19.6.2.Upon becoming aware of a data breach, we will notify you without undue delay. We will make reasonable efforts to identify the cause of the data breach and to take such steps as we deem necessary and reasonable to mitigate the effects of such data breach, to the extent that such steps are within our reasonable control.

19.6.3.We will make reasonable efforts to provide such information as you may reasonably require to enable you to fulfil any data breach reporting obligations under the Data Protection Legislation.

19.7.You agree that we may engage third-party sub-processor to process personal data on your behalf, provided that:

19.7.1.We will maintain up-to-date list of sub-processors which will be avail be available on request.

19.7.2.We impose on such sub-processors data protection terms that require them to protect the personal data to the standard required by Data Protection Legislation.

19.7.3.We remain liable for any breach of the Data Protection Legislation caused by our sub-processor when processing personal data under this Agreement.

19.8.We will assist you in your compliance with the Data Protection Legislation, taking into account the nature of processing of your personal data and the information available to us relating to:

19.8.1.its obligation to respond to lawful requests from a data subject, to the extent practicable;

19.8.2.the security of the processing of your personal data;

19.8.3.notification of a personal data breach affecting your personal data to the any supervisory authority or the data subjects; and

and you will reimburse our reasonable costs for this assistance except for the assistance where a personal data breach affecting your personal data occurred as a direct result of a breach of our obligations set out in Clause 19.

19.9.We will make available to you the information demonstrating our compliance with our obligations set out in this Clause 19, and, subject to 30(thirty) days’ notice from you, allow for and reasonably cooperate with you (or a third party auditor appointed by you) to audit this compliance at reasonable intervals (but not more than once per year), so long as:

19.9.1.the audit will:

a) not disrupt our business;

b) be conducted during Business Days;

c) not interfere with the interests of our other customers;

d) not cause us to breach its confidentiality obligations with its other customers, suppliers or any other organisation; and

e) not exceed a period of 2 (two) successive Business Days;

19.9.2.you (or your third party auditor) will comply with our relevant security policies and appropriate confidentiality obligations; and

19.9.3.you will reimburse our reasonable costs associated with the audit and, where we conduct an audit of our sub-processors to demonstrate our compliance with our obligations set out in Clause 19, those of our sub-processors.

19.10.We will not process or otherwise transfer any of your personal data outside the European Economic Area or to any international organisation unless we have appropriate assurances from that third party that the personal data will only be processed in compliance with Data Protection Legislation (which will be satisfied and evidenced by us entering into a contract with that third party which contains the model contract clauses.)

19.11.Upon expiry or termination of this Agreement, we will, at your request, delete or return to you the personal data processed under this Agreement, unless storage is required by Applicable Law.

20.Force Majeure Events

20.1.If there is a Force Majeure Event the Party whose performance is affected by the Force Majeure Event will:

20.1.1.take all reasonable steps to find a solution by which the Agreement may be performed despite the continuance of the Force Majeure Event;

20.1.2.inform the other Party as soon as it reasonably can on the nature and extent of the Force Majeure Event affecting the Service and the reasonable steps which are being taken to find a solution by which the Agreement may be performed despite the continuance of the Force Majeure Event;

20.1.3.not be liable for failing to do something they should have done, or for not doing it completely or on time to the extent this is caused by the Force Majeure Event;

20.1.4.get a reasonable amount of extra time to perform the obligation that is affected by the Force Majeure Event; and

20.1.5.still be liable for any breaches of the Agreement prior to the Force Majeure Event where the other Party has used their rights set out in Clause 14.

20.2.Nothing in this Clause 19 affects your obligation to pay us any amounts payable under the Agreement on time and in the way described in Clause 9.

21.Service Levels

21.1.We will use the reasonable skill and care expected of a competent electronic communications service provider while providing the Service. However, we do not guarantee that use of the Service will be uninterrupted and error-free due to the nature of the Service.

21.2.We will meet our obligations set out in the Service Level Agreement. If we fail to meet those obligations, we will be liable to you as set out in the Service Level Agreement but not otherwise. If we fail to meet any service levels set out in the Service Level Agreement, you may be entitled to claim Service Credits, if applicable. These would be calculated in the way set out in the Service Level Agreement. Service credits, if any, are your only financial remedy if we fail to meet service levels.

21.3.In any case, Service Credits will not be available to you if our failure to meet any service levels is a results of (i) us suspending or terminating the Agreement under Clauses 5.2.4, 12 or 14; (ii) a Force Majeure Event; or anything you have done, or have failed to do properly.

22.Assignment and Subcontracting

22.1.Except where Clause 22.2 applies, neither Party shall without the prior consent of the other (which cannot be unreasonably conditioned, withheld, or delayed) assign (transfer), delegate or otherwise pass on any or all of their rights or obligations under the Agreement.

22.2.We may subcontract our obligations under the Agreement. This will not release us from our obligations under the Agreement, and we will still be responsible for making sure the obligations are met.

23.Notices

23.1.Any notice given to a Party under or in connection with this Agreement shall be in writing and shall be delivered by hand, pre-paid first class post or other next working day delivery service; or sent by e-mail.

23.2.Notices need to be sent to:

23.2.1.CLI Secure, at the postal address shown on the invoice or any other address that we tell you to send notices to; or

23.2.2.you, at the address that you ask us to send invoices to, the address of the Site, your primary email address, or, if you are a limited company, your registered office address as of the date of the notice or any other address or email address you tell us to use by giving notice to us.

23.3.Any notice shall be deemed to have been received:

23.3.1.if delivered by hand, on signature of a delivery receipt;

23.3.2.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

23.3.3.if sent by email, on receipt of a delivery receipt email from the correct address.

provided that in each case where delivery by e-mail, hand, pre-paid first-class post or other next working day delivery service occurs after 6:00 pm on a Business Day or on a day which is not a Business Day, service shall be deemed to occur at 9:00 am on the next following Business Day.

23.4.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.

24.General

24.1.No partnership or agency arrangement

Unless a Clause in the Agreement says something different, the Agreement does not set up any partnership, exclusive arrangement or joint venture between us; make one of us the agent of the other; or authorise either of us to enter any commitments for, or on the behalf of, the other.

24.2.Waiver

24.2.1.If we do not exercise, or delay in exercising, any right or remedy we have under the Agreement, this does not mean we have given up that right, and so we may exercise it in the future.

24.2.2.If we exercise all or part of any right we have under the Agreement, this will not prevent us from exercising that or any other right in the future.

24.3.Severance

24.3.1.If any provision or part-provision of this Agreement 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 this Agreement.

24.3.2.If any provision or part-provision of this Agreement is deemed deleted under Clause 24.3.1, the Parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

24.4.Further Assurance

At its own expense, each Party shall, and shall use all reasonable endeavours to procure that any necessary third party shall, promptly execute and deliver such documents and perform such acts as may reasonably be required for the purpose of giving full effect to this Agreement.

24.5.Entire Agreement

24.5.1.The Agreement between you and us, together with any document referred to in it, is the whole agreement between you and us and replaces any previous drafts, agreements, and arrangements relating to the Service.

24.5.2.You and we acknowledge that in entering into this Agreement neither of us rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement. Each Party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Agreement.

24.6.Third Party Rights

This Agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement

24.7.Governing Law and Jurisdiction

24.7.1.This Agreement 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.

24.7.2.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 this Agreement or its subject matter or formation.