Standard Trading Terms and Conditions

1. Basis of sale

1.1 "Goods and Services" means the goods and services provided by Horizon Telecom Ltd (Horizon Telecom).

1.2 “Parties” shall mean (1) Horizon Telecom of Horizon House, Longwood Court, Love Lane Industrial Estate, Cirencester, Gloucestershire GL7 1YG and (2) the customer (“the Customer”) specified in the following documentation (“The Sales Documentation”):

1.2.1 Sales Agreement Forms and Sales to Work handover form

1.2.2 Sales quotation

1.2.3 Any confirmation of an order

1.3 The terms listed below and in The Sales Documentation form the entire agreement (“the Agreement”) between the Parties in respect of the supply of Goods and Services specified in the Sales Documentation unless expressly varied in writing by Horizon Telecom.

1.3.1 A separate Agreement shall be entered into by the Parties for the continuing maintenance and repair of such Goods

and Services.

1.4 Either Party may terminate/cancel this Agreement on 14 days notice on the other in writing;

1.4.1 In the event of such a notice under this clause being served by Horizon Telecom all deposits and payments shall be returnable forthwith less the cost of any Goods already supplied by Horizon Telecom to the Customer and withheld from it

1.4.2 In the event of such a notice under this clause being served by the Customer, Horizon Telecom shall be entitled to retain all deposits and advance payments made by the Customer where the terms of these conditions state it is non-refundable and where the costs incurred by Horizon Telecom equal or exceed the sum of the deposit held.

1.4.3 Nothing in this clause limits the usual contractual and statutory remedies open to either Party.

1.5 This Agreement shall come into force when signed and dated by Horizon Telecom or when goods and services have been received or supplied to a Customer and shall continue unless terminated by either party under the terms of clause 1.4 hereof.

2. Specification and alterations

2.1 Horizon Telecom reserve the right to change the make of Goods specified on the form overleaf provided the quality and nature of such Goods remain unchanged.

2.2 In the event of Horizon Telecom being unable to provide Goods of the same nature and quality specified in the Sales Quotation/Documentation, Horizon Telecom shall provide 14 days written notice to the Customer who may at any time in this period terminate this Agreement by service of a written notice on Horizon Telecom.

2.3 In the event of such termination Horizon Telecom shall refund all deposits and advance payments made by the customer less the cost of all Goods and Services supplied and Goods withheld by the Customer.

3. Price/Deposit/Payment Terms

3.1 Price

Prices shall be as stated in the Sales Quotation/Documentation or varied in accordance with the terms of this clause.

3.1.1 All prices stated are exclusive of VAT.

3.1.2 All prices stated on the Sales Quotation/Documentation for the supply of Goods and Services are guaranteed for 30 days from issue of said documentation, after which time they may be varied by written notice from Horizon Telecom.

3.1.3 All prices quoted include carriage and delivery unless varied by the Sales Quotation/Documentation.

3.2 Deposit

3.2.1 For new equipment supplies and installation a non-refundable deposit and or staged payments may be requested in the Sales Quotation, before commencement of any work or any equipment deliveries take place.

3.2.2 In all other cases payment must be made to Horizon Telecom by the Customer within 30 days of receipt of an invoice

3.3 Payment Terms

3.3.1 All sums due to Horizon Telecom under the terms of this Agreement shall be paid in full by the Customer without any set-off whatsoever and all time periods quoted under this clause 3 shall be of the essence.

3.3.2 If payment in full is not received by Horizon Telecom upon the due date then Horizon Telecom shall be entitled to levy a late payment charge at a rate of 2% per month on any unpaid overdue balance.

3.3.3 All charges payable under this Agreement shall be calculated by reference to data recorded or logged by Horizon Telecom and not by reference to data recorded and logged by the Customer.

3.3.4 Horizon Telecom shall retain ownership of all Goods and Services supplied under this Agreement until payment under the terms of this Agreement for all Goods and Services supplied have been received in full and Horizon Telecom shall be entitled to charge a monthly rental fee in respect of the same.

3.4 Additional charges to those specified in the Sales quotation.

3.4.1 Horizon Telecom shall be entitled to charge for the cost of labour charged at the current applicable man hour rates charged from time to time and additional materials and equipment required for the correction of any breakdown or failure of equipment supplied by Horizon Telecom arising from the incompatibility or breakdown of equipment not previously supplied by Horizon Telecom or recommended by Horizon Telecom.

3.4.2 If payment is not received in full by payment due date, Horizon Telecom shall be entitled to withhold installation and maintenance work and disconnect any services provided such as telephone lines, Broadband and Web Services etc, including services not directly relating to the late payment in question, but will first inform of the intention to do so in writing.

4. Delivery

Horizon Telecom reserve the right to deliver Goods specified as being supplied under this Agreement in whatever way or manner in which it feels appropriate.

5. Liability

5.1 Nothing in this Agreement shall exclude or restrict Horizon Telecom's liability for death or personal injury arising from the negligence of Horizon Telecom or its employees while acting in the course of their employment.

5.2 Unless otherwise excluded by this clause 5 Horizon Telecom shall be liable for the damage to the property of the Customer caused by any negligent act or omission of Horizon Telecom or its employees provided that such liability of Horizon Telecom in contract tort or otherwise including any liability for negligence howsoever arising out of or in connection with the performance of Horizon's obligations under this Agreement shall be limited to two million pounds for any one or series of incidents arising from a common cause in any twelve month period.

5.3 Horizon Telecom shall not be liable to the Customer in contract tort or otherwise including any liability for negligence for loss of revenue, business, anticipated savings or profits or any indirect or consequential loss however arising.

5.4 Horizon Telecom shall not be liable to the Customer in contract Tort or otherwise for:-

5.4.1 Any misinformation supplied to Horizon Telecom in relation to products services and price provided by BT Openreach, ISP’s or any other service provider or third party supplier.

5.4.2 Any breakdown or failure of equipment supplied by Horizon Telecom arising from its incompatibility with equipment (hardware or software) which has not been previously supplied or recommended by Horizon Telecom.

5.4.3 Any delay in or failure to perform all or part of its obligations under the terms of this Agreement if such a delay or failure shall be due to an act of god strikes lockouts labour disputes a break in the supply of services statute order or any regulations of any government public local or other authority delays or defaults of suppliers and sub-contractors and without prejudice to the generality of the foregoing any other causes beyond the reasonable control of Horizon Telecom.

5.4.4 Any delay of service provisions, connections and/or changes including Internet connections, telephone lines and services, Data services etc, where the service is being provided by a third party supplier, where Horizon Telecom is an intermediately Reseller.

5.4.5 Any service interruptions, disconnections or failures resulting from third party service suppliers of Telecoms and Data services such as Internet, Web/Email Hosting, Telephone Lines etc, where Horizon Telecom is an intermediately Reseller.

5.5 The provisions of this clause 5 shall continue to apply notwithstanding the termination of this Agreement.

5.6 Horizon Telecom shall not be liable in any circumstances for making good Customer premises in the event of the removal of Goods supplied under the terms of this Agreement.

6. Suspension of Service

6.1 Horizon Telecom may at its sole discretion elect to suspend forthwith the provision of the service until further notice without liability to the Customer on notifying the Customer either orally (confirming the same in writing) or in writing in the event that:-

6.1.1 The Customer is in breach of any term of this Agreement or

6.1.2 The Customer prevents or delays pre-arranged maintenance from being carried out or

6.1.3 The Customer is suspected in Horizon Telecom's reasonable opinion of involvement with fraud or attempted fraud in connection with the use of the Service.

7. Termination

7.1 Without prejudice to their rights under the Agreement Horizon Telecom Ltd. and the Customer shall have the right to terminate this Agreement forthwith in the event that:

7.2 the other party is in default in its performance or observance of any of its obligations under this Agreement, and, in the case of a remediable breach, fails to remedy the breach within a reasonable time specified by the non defaulting party in its written notice to do so ; or

7.3 an interim order is applied for or made, or a voluntary arrangement approved, or if a petition for bankruptcy order is presented or a bankruptcy order is made against the other party, or if a receiver or trustee in bankruptcy is appointed of the other party's estate or a voluntary arrangement is proposed or approved or an administration order is made,or a receiver or administrative receiver is appointed or any of the party's assets or undertaking or a winding-up resolution or petition is passed or presented (otherwise than for the purposes of reconstruction or amalgamation ) or if any circumstances arise which entitle the court or creditor to appoint a receiver, administrative receiver or administrator to present a winding-up petition or make up a winding up order.

7.4 Without prejudice to its other rights, Horizon Telecom Ltd. shall have the right forthwith to terminate this Agreement by notice in writing to the Customer in the event that;

7.5 the Customer fails to make any payment when it becomes due to Horizon Telecom Ltd.; or

7.6 Horizon Telecom Ltd.'s licence expires or it is revoked; or

7.7 a licence under which the Customer has the right to run its telecommunications system and connect it to the Horizon Telecom Ltd. system is revoked, amended or otherwise ceases to be valid and is not immediately replaced by another valid licence.

7.8 In the event of termination by Horizon Telecom Ltd. under the aforementioned conditions Horizon Telecom Ltd. shall be entitled to recover from the Customer all costs, losses and expenses incurred by Horizon Telecom Ltd. including but not limited to the cost of removing the Service from the Customer's premises.

8. General

8.1 This Agreement shall not be assigned in whole or in part by the Customer without the prior written consent of Horizon Telecom such consent not to be unreasonably withheld.

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

8.3 Any notice invoice or other document which may be given by either Party under this Agreement shall be deemed to have been given if left or sent by post or facsimile transmission (confirmed by post) if sent to an address notified by the other party in writing as an address to which notices invoices or other documents may be sent.

8.4 Horizon Telecom's address for service of any notice hereunder shall be such address as appears on the face of the Company Documentation or on the last invoice rendered to the Customer or such other address as may be prescribed by Horizon Telecom and notified to the Customer in writing for that purpose.

8.5 This Agreement shall be governed by and construed and interpreted in accordance with English Law and the Parties hereby submit to the exclusive jurisdiction of the English Courts.

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