company no: 5814504 black sheep business communications ... · black sheep business communications...

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Between:

and

Hereafter referred to as “Customer” of the other part.

1. Definitions herein Unless context otherwise dictates, words in the singular include the plural and vice versa and words in one gender include any other opposite gender or otherwise redefined in attached addendums;

1.1 The Act:

The Telecommunications Act of 1984 and any statutory amendment or modification thereof.

1.2 Services:

literature, web site and or attached addendums.

1.3 Company:

1.4 Intellectual Property:

Any patent, copyright, registered design, trade mark or other industrial or intellectual property right subsisting in the Territory in respect of the service and applications for any of the foregoing;

1.6 Customer:

1.7 End Users

1.8 Client

Company No: 5814504

Black Sheep Business Communications Limited Terms & Conditions Agreement

Bolton

Lancashire

BL6 7BA

The Customer / Client / End user of BlackSheep services

5 Longworth Road, Horwich

The telecommunication and Internet services and or other provided by BlackSheep, as displayed in the latest BlackSheep

BlackSheep Limited

Deemed herein as the BlackSheep client supplied directly by BlackSheep alternatively defined an End User.

Deemed herein as the BlackSheep client supplied directly by BlackSheep alternatively defined a Customer.

Deemed herein as the BlackSheep customer supplied directly by BlackSheep alternatively defined a Customer.

BlackSheep Customer Agreement v1.0

Black Sheep Business Communications Limited

Hereafter referred to as “BlackSheep“ of the one part;

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2. Services:

Customer, at their sole discretion.

(i) Except as provided in the related addendums these General Conditions apply to each and any provision

of Services to the customer to the exclusion of all other conditions, agreements, understandings or

arrangements not set out in the applicable Addendum.

(ii) Services are provided on the terms contained within the associated addendums. When you enter into a

Separate Contract shall take priority over these Conditions.

withheld and reserve the right to give a reason;

at least 14 days prior written notice to customer of any such change or alteration where possible.

These rates are part of this contract. After any initial payments have been made, thereafter, all payments are made

3.2 Charges for a Service shall accrue from the date above or the date on which the Customer commenced use

of the Service.

position to implement clause 3.4 herein

3.4 Interest shall be payable on all overdue invoices from the due date until actual payment in line with clause

3.10 contained herein.

3.5 All charges are, unless agreed otherwise, exclusive of value added tax and any other applicable sales tax or

duty which shall be payable by Customer at the prevailing rate.

agreement and request copies of two utility bills from the declared business address. Subsequent to any credit

twelve (12) months (or until the Agreement is otherwise terminated) when it shall be returned in full or credited

the prompt payment of invoices in accordance with relevant Clauses contained herein.

capability to pay within the due period, to reduce the payment of invoices to weekly or a security deposit taken

to the amount deemed necessary to cover, for a period of no more than 6 months or less if predetermined by

BlackSheep determines the internet, telecommunication products and any other services offered at any time to the

service addendum agreement with BlackSheep in relation to the provision of that Service the terms of that

(iii) BlackSheep reserve the right to subcontract its obligations and/or duties set out in this Agreement.

(iv) The customer may not refer to BlackSheep in its sales or marketing activity or literature except with the prior

written consent of BlackSheep and or attached to this agreement as an addendum, such permission may be

(v) BlackSheep may need to change or alter the configuration of the Service or Service Equipment provided under

this Agreement in order to provide the Service to Customer. BlackSheep shall use reasonable efforts to give

You must pay for any set-up charges for services supplied by BlackSheep in relation to the services requested and supplied

3. Customer Charges:

www.blacksheepzone.comherein and or are set out in the price list located at , or in turn serviced to you by email or post.

strictly by the agreed method, facilitated and made available within an addendum herein, thereafter, on a monthly basis

unless agreed in writing by a Director of BlackSheep to the contrary;

3.1 At any time during the term of this Agreement, BlackSheep may, upon giving the customer 30 day’s prior notice in

writing or by electronic or such expeditious means as BlackSheep may from time to time decide, vary its Charges.

3.3 payments will be due within 10 days, after which, the amount will be deemed overdue and BlackSheep will be in a

3.6 BlackSheep reserves the right to carry out a credit check prior or after the customer’s acceptance of this

check BlackSheep reserves the right to request a deposit or 3rd party guarantee, to be specified at that time, from the

Customer as a condition of providing or continuing Service. Any deposit shall be held by BlackSheep for a period of

against an invoice at BlackSheep sole discretion. Any deposit does not relieve the customer of the responsibility for

3.7 BlackSheep reserve the right if undue excess activity on the customers account is observed and or the customers

BlackSheep in writing.


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the write to dictate the method of payment when it deems necessary.

financial institution refuses to make payment; or (ii) in a currency other than pounds sterling; we will charge the

Customer for any bank charges, approved financial institution fees and/or extra administration costs (which may

include third party charges) that we incur as a result

accrues daily: and/or (iii) charge an administration fee to cover late payment costs.

with sufficient detail to investigate the matter and determine whether the Customer’s dispute is genuine and

reasonable, prior to the due date for the invoice (ref clause 3.3). If we determine (at our sole discretion): (a)

that the Customer’s dispute is not genuine or reasonable, the Customer must pay the invoice in full, plus any

interest charged on the full invoiced sum in accordance with clause 3.10 above; or (b) that the customers

dispute is genuine and reasonable, the Customer must pay the undisputed part of the invoice and we will both

use all reasonable endeavours to resolve the dispute as quickly as possible. If any such dispute is resolved: (i)

3.10 above from the date payment of the disputed invoice was due; or (ii) such that we owe the Customer

money, we will (at our sole discretion) repay or credit on the next invoice sent to the Customer following

resolution of the dispute any amount overpaid by the Customer. Each Party will responsible for their own costs.

with you upon 14 days prior written notice to you.

4. Trade Marks:

Nothing in this Agreement shall be construed to grant to you any license or any other proprietary or contractual right or

and derivative works thereto.

and treaties around the world. All such rights are reserved.

4.2. Unless otherwise specified, the authors of the literary and artistic works in the materials contained in the

web sites/panels determined in clause 4.1 have asserted their moral right pursuant to Section 77 of the

Copyright Designs and Patents Act 1988 to be identified as the author of those works.

3.8 Payment Methods available are defined on the website and invoices, BlackSheep reserve

3.10 If the Customer does not meet the due payment by due date, BlackSheep reserve the right to: (i) suspend or

such that the Customer still owes BlackSheep amount due, the Customer must pay all sums owed to us within 7

calendar days of resolution of the dispute, BlackSheep reserve the right to charge interest in accordance with clause

interest in BlackSheep. BlackSheep shall retain all right, title and interest (including copyright and other proprietary and intellectual

property rights) within the website and or advertising literature, including all legally protected elements

4.1. Unless otherwise specified in writing by BlackSheep we are the owner or licensee of all intellectual property rights

within the BlackSheep Website along with all subsidiaries and associated companies to Black Sheep

Business Communications Limited, and in the material published within it. Those works are protected by copyright laws


3.11 If Customer disputes any invoice, the Customer must notify us in writing of the dispute and providing us

3.12 BlackSheep reserves the right to increase the Fees for Services in respect of which it has entered into a Contract

on the overdue amount(s) at the rate of 4% per annum above the base lending rate. Interest is calculated and

3.9 If the customer pays any Charges due to us: (i) by cheque, BACS or direct debit and the Customer’s approved

terminate the customer access to the Services; and/or (ii) charge the Customer interest

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5. Waiver:

If at any time we do not require the Customer to comply with any provision of this Agreement, this will not prevent us

from doing so in relation to that or any other provision of this Agreement in the future.

6. Customer Representations:

(i) If an individual, you are at least 18 years of age

(ii) You have full power and authority to execute and deliver this Agreement and Addendums and to

perform its obligations hereunder

(iii) This Agreement constitutes your legal, valid and binding obligations; and

falsifying of information within this agreement will be your sole responsibility under law.

7. Indemnification:

covenants contained within this Agreement.

8. Faults:

period where possible and complying with the clauses contained herein.

You hereby represent and warrant to BlackSheep that:-

deliver written notice to BlackSheep to the contrary and shall continue to be, true and complete. Any

You hereby agree to defend, indemnify and hold BlackSheep harmless from and against any suit or proceedings brought against

(iv) All information that you have provided, and may from time to time provides, to BlackSheep are, unless you

BlackSheep that arises from any illegal activity by you, breach or any associated person of your obligations, representations or

be at fault. BlackSheep will make every effort to correct all reported faults as soon as we reasonably can, affording any notice

BlackSheep will make every effort to provide you with the best possible service; we cannot guarantee that the service will never

attempt to restore the service as soon as possible after any suspension or outage. BlackSheep reserve the right to alter code or

upgrades), BlackSheep will give you as much notice as deemed possible but not obligated to do so. BlackSheep will make every

BlackSheep may need to temporarily suspend a service for operational reasons (e.g. for repairs, planned maintenance or

technical specification will only be changed where this will not materially affect the performance of the service.

access numbers or technical specification associated with the service deemed necessary for operational reasons. The

BlackSheep will do its utmost to support and assist the Customer and or signatory of said agreement, in everyway possible to

the best of our endeavours, to continue with our redevelopment program and to conform to our code of practice found on

9. Operational contingencies:

our web site

10. Code of Practice

www.blacksheepzone.com.

strict liability or otherwise and regardless of whether BlackSheep is advised of the possibility of any such damages.

Under no circumstances shall BlackSheep be liable to you for any damages, including without limitation any damages for lost

consequential or special damages, regardless of whether such claim arises under any theory of tort, advice, contract,

profits or business, loss of goodwill, interruption of business, or for any exemplary, punitive, special, indirect, incidental,

11. Limitation of Liability:

BlackSheep Customer Agreement (v3.0) ©

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You may not assign (by operation of law or otherwise) either this Agreement or any of its rights, interests, or obligations

Any addendums attached to this agreement in relation to updates, amendments, specialised and or extra services

A person who is not a party to this Agreement has no right under the Agreements (Rights of Third Parties) Act

1999 to enforce any term of this Agreement, but this does not affect any right or remedy of a third party which

exists or is available apart from under that Act.

provided and it is the responsibility of the customer to read and accept the conditions described therein by signing this

agreement, the signatories are confirming so.

class post to the Customer at his last known address. Any notice served by first class post shall be deemed to have been

served three days after posting and any notice served by e-mail shall be deemed served 48 hours after sending. Any

hereunder without the written consent of BlackSheep.

provided by BlackSheep are part of and obligated by the terms within this agreement.

This agreement is in conjunction with the Terms and conditions available on the BlackSheep website respective to the services

Any notice to be served by BlackSheep on the Customer shall be deemed to have been duly served if sent by e-mail or first

notice to be served on BlackSheep should be served by sending said notice by post to the Company’s registered address. Any

Proof of acknowledgement of receipt of such notice by BlackSheep will only be deemed valid if produced in writing.

notice served shall only be deemed served once the Customer has received an acknowledgement from BlackSheep of receipt.


emergency; acts or omissions of government; industrial disputes of any kind; the acts or omissions of other companies.

the result of any Act of God; war, insurrection or civil disorder; failure or shortage of power supplies; national or local

unforeseen event beyond the reasonable control of the defaulting party. Such events include, by way of example only:

Neither party shall be liable to the other for any default under this Agreement where such default was caused by any

such provision were so excluded and shall be enforceable in accordance with its own terms.

law, such provision shall be excluded from this Agreement and the balance of the Agreement shall be interpreted as if

If one or more provisions of this Agreement and or its attached addendums are held to be unenforceable under applicable

12. No Assignment:

13. Addendums:

14. Third Party Rights

15. Terms and Conditions:

16. Governing Law:

17. Notices:

18. Enforceability:

19. Force Majeure:

This Agreement shall be governed by and construed under the laws of England only.

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mail or other means) to the other party, and;

The Parties’ rights and obligations which by their nature would extend beyond the termination, or expiration of

this Agreement shall survive such termination, or expiration for the avoidance of doubt, termination of a Service

does not affect the provision of any other Service provided pursuant to this Agreement.

of the Customer, the customer has right to seek arbitration

This Agreement together with its Schedule and attached addendums constitutes the entire Agreement between the parties

on the subject matter hereof and shall supersede all prior written or verbal agreements and understandings between the

parties. In the case of all services offered or supplied, where the additional or replacement terms are required in this

agreement shall also be regarded as part of our agreement and where applicable to individual services, refer to the

specialised attached addendum hereto.

Either the Customer or BlackSheep may terminate this Agreement at any time, by giving 28 days notice thereof (via electronic

or part of the services until further notice, if the Customer, at BlackSheeps’s sole discretion, damages BlackSheeps’s

reputation or relationship with existing or potential future customers, or brings the company name into disrepute.

aforementioned notice period if BlackSheep are unable to supply the services associated with this agreement and its

addendums and promoted through the BlackSheep website.

of invoices and or no communication after a period of 28 days. BlackSheep reserves the right to block access to the

customer’s services. The Customer will be liable to all invoices incurred up to the agreed date of termination of this

agreement.

interpreted as illegal, immoral or otherwise disreputable, or likely to expose BlackSheep to un-acceptable risks legally

or otherwise, BlackSheep reserve the right to suspend or terminate with immediate effect with no prior notice.

BlackSheep will make every effort resolve any dispute quickly and satisfactorily. If the dispute outcome is not to the satisfaction


20. Termination:

20.1 Without prejudice to any other rights BlackSheep may terminate the Agreement immediately and or suspend all

20.2 Without prejudice to any other rights the Customer may terminate the Agreement by giving the

20.3 Without prejudice to any other rights BlackSheep may terminate the Agreement immediately after non payment

20.4 BlackSheep becomes aware that Customer is using or is likely to use the Services in any way which may be

20.5 Any termination shall not relieve the customer of its obligation to pay any charges incurred hereunder.

21. Dispute Resolution:

22. Entire Agreement:

for the dispute to be resolved with the Ombudsmen Otelo

(http://www.otelo.org.uk). Details of our complaint and dispute resolution procedures are set out in our Code of Practice.

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ADDENDUM

CPS Terms & Conditions

ADCPS 1. DEFINITIONS:

All previous definitions in this agreement are utilised in conjunction with this Addendum in relation to the CPS service, defined

herein, unless the context otherwise requires:

1.1 “Agreement” refers to the terms and conditions contained herein and with said agreement referenced above along

with any applicable application form, AUP and related Terms and conditions.

1.2 “Access Line” refers to the telecommunications circuit that the Customer uses to obtain telecommunications services

1.3 “Act” refers to the Telecommunications Act 1984;

1.4 “Commencement Date” means the date when the Customer first receives the live Service.

1.5 “PPM” Refers to Pence Per Minute (Sterling)

1.6 “PPC” Refers to Pence Per Call (Sterling)

Service and any related services

1.11 “Person” means an individual or a body corporate or unincorporated or a partnership and "Persons" shall be construed

accordingly;

1.12 “Restricted Information” means any information which is disclosed to one party to this Agreement by the other

pursuant to or in connection with this Agreement (whether orally or in writing, and whether or not such information is

expressly stated to be confidential or marked as such);

1.13 “Services” hereafter and related to this addendum means those manual and automatic CPS and all related services as

improved services of such nature that may be provided by the Company.

to obtain those services from BlackSheep in accordance with its terms and conditions within this addendum and in conjunction with

the main Terms and Conditions further defined.

to the customer on the service number(s), enabling the End User to make calls over the Fixed Line Network using the CPS

1.7 “CPS” Refers to “Carrier Pre Selection” service; the CPS Service provided by BlackSheep under the terms of this Agreement

1.8 “Fixed Line Network” means the telecommunications network(s) over which BlackSheep provides the CPS Service;

1.9 “Tariff” Referring to the PPM or PPC that the Customer typically pays BlackSheep when placing calls through

BlackSheep. A customers’ rate sheet is available by request.

"BlackSheep System"Agreement any apparatus leased by, or otherwise obtained by, BlackSheep from a third party

1.10 means the telecommunication system which BlackSheep runs and, for the purpose of this

www.blacksheepzone.comdescribed on the date hereof and within the Company's website together with any increased or

Addendum CPS v1.0

BlackSheep is an Communications company that provides manual and automatic CPS services. The customer wishes

over the public switched telephone network at the Premises as notified by the Customer to BlackSheep;

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ADCPS 2. GENERAL:

2.1

References to clauses and sub-clauses are, unless otherwise stated, references to clauses and sub-clauses within this

Agreement.

2.2

The headings within this Addendum are for convenience only and shall not affect its interpretation.

ADCPS 3. PROVISION OF SERVICE:

3.1

3.2

The customer must have an Access Line with the Physical Characteristics in order to receive the Service. If the

3.3

3.4

We shall provide the CPS Service to the Customer in accordance with this Agreement. We will endeavour to connect

the Customer to the CPS Service within 15 working days of our receipt of the customer’s acceptable instruction. In the

event of circumstances beyond our control, we do not warrant or guarantee that the Customer will be connected to

the CPS Service by said period. Once connected, the Customer will be able to access the CPS Service and (subject to

The Customer hereby irrevocably authorises us to act on their behalf in all dealings with the operator/ carrier/service

provider of any telecommunications network or system in connection with any matter that enables us to provide or to

continue to provide the Customer with the CPS Service. The Customer also hereby irrevocably authorises us to give

all notices, nominations and other authorisations that are necessary for us to provide the CPS Service from its

providers.

CPS Service may be affected by things out of our control or jurisdiction, such as (without limitation) lack of network

capacity, physical obstructions or atmospheric conditions.

It is the Customers responsibility to check the compatibility of the CPS Service with any monitored alarm system(s)

the Customer may have and the Customer should check this with its monitored alarm system provider(s). If we

suspend the provision of the CPS Service under this Agreement it will affect the operation of the Customer’s monitored

with the CPS Service.

BlackSheep will provide the Service to the Customer in accordance with the Conditions of this Agreement and addendums

and within the Term and Conditions found on the BlackSheep website.

to receive the Service.

Customer changes the Physical Characteristics, BlackSheep cannot be held responsible if the Customer is no longer able

BlackSheep reserves the right to change the Customer's password at any time at its sole discretion.

BlackSheep may occasionally have to interrupt the Service or change the technical specification of the Service for

operational reasons or because of an emergency. BlackSheep will give the Customer as much notice as possible of any

planned interruption of the Service. In these circumstances The Customer shall have no claim against BlackSheep for any

such interruption.

BlackSheep cannot guarantee that the CPS Service will be free of faults or interruptions, timely or secure to the extent the

alarm system(s). BlackSheep do not accept any liability in connection with the Customer’s use of a monitored alarm system

Addendum CPS v1.0

3.5

3.6

3.7

3.8

clause 21 in the Agreement) the Customer shall be liable for any Charges incurred.

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ADCPS 4. CUSTOMERS USE OF SERVICE:

4.1.

The Customer must, at all times, ensure that the CPS Service is used in accordance with these terms and conditions

and any other instructions we give to the Customer from time to time.

4.2.

The Customer or any other person using the CPS Service with the Customers’ permission, does not comply with any

provision of this agreement and its addendums, the Customer will indemnify us for any claims, losses, damages,

costs, liabilities and expenses (including, without limitation, any legal costs and expenses) which we may suffer or

incur as a result of any such non-compliance.

The Customer agrees to abide to all laws and regulations applicable to the CPS services provided. The Customer shall

be liable for all consequences and costs arising out of any breaches against such law or regulations perpetrated by

him, or under his direction or on his behalf.

The Customer acknowledges and warrants that the CPS Service shall be used in the way intended and defined within

this agreement and related addendums. Therefore the Customer shall comply with all relevant rules, regulations and

conditions laid down by the industry authorities as in defined herein.

The Customer hereby agrees to indemnify and hold BlackSheep, and its subsidiaries, affiliates, officers, agents,

co-branders or other partners, and employees, harmless from any claim or demand, including in particular, without

limitation, reasonable legal fees, made by any Person or Persons due to or arising out of the Customer services, use of

or Persons.

the CPS, connection to the CPS, breach of this Agreement and or the Customer violation of any rights of any other Person

Addendum CPS v1.0

5.1.

5.2.

5.3.

ADCPS 5. CUSTOMER’S LIABILITY:

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applying at the time the CPS Service are used. The Customer will be charged for the CPS Service in accordance with

relevant tariff and all other fees predetermined within this agreement. All charges to the Customer will be invoiced

monthly unless otherwise defined herein. We may vary invoicing frequency or demand payment at any other time by

giving the Customer prior written notice if the frequency is moved by more than 14 days.

charges, you will receive prior notice as determined within the agreement.

at least 5 calendar days’ notice before any price change.

Unless agreed in writing, payment is due for any use of the CPS Service and the Customer must pay in full any invoice

for Charges by the due date specified in the invoice without any set-off or deductions.

It is agreed and acknowledged by the parties that all communication media and systems associated with the web site

suppliers or partners as appropriate. By using the services, the Customer shall not obtain any rights in the

infrastructure, content, Intellectual Property, or software associated with the services.

To run in conjunction with clause 4 of the Customer’s agreement.

have been accepted if the Customer and or Customer’s continue to use the Service after a period of Fourteen

(14) days from the date of posting on the Web site.

BlackSheep shall provide the Customer with the Service for the fees as defined in writing and or the availability through the

unless otherwise stated by BlackSheep. Payment will be due on the date specified on the invoice.

BlackSheep website or by mail. These fees are payable in advance from the start of the Minimum Period of service

BlackSheep will invoice the Customer for the CPS Service in accordance with the relevant terms, tariffs, rules and charges

All prices are subject to change with CPS as defined herein. In the event that BlackSheep increases its prices and or

BlackSheep may vary any Charges and/or charge to the Customer and any taxes or duties imposed in relation to the CPS

Service at any time by posting the resulting price changes on our website or by maill. We will give the Customer

BlackSheep reserve the right to add to and/or amend the Conditions at any time. Such changes shall be notified to

the Customer by posting in the Legal section of BlackSheep's Web site. Changes in this manner shall be deemed to

www.blacksheepzone.com�� and the underlying services remain the property of the Company, its

ADCPS 6. PRICING AND PAYMENT:

6.1.

6.2.

6.3.

6.4.

6.5.

ADCPS 7. INTELLECTUAL PROPERTY RIGHTS:

7.1.

7.2.

ADCPS 8. AGREEMENT AND ADDENDUM AMENDMENTS:

8.1.

Addendum CPS v1.0

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This Addendum shall come into force on the date hereof and continue thereafter and associated with said agreement

said agreement.

If any of the provisions of this Agreement and Addendums is found by any Court to be void or unenforceable, such

will be adhered to.

Addendum CPS v1.0

unless and until terminated by either party in reference to clause 20 of the main agreement including sub clauses of

provision shall be deemed to be deleted from this Agreement and Addendums and clause 18 of said main agreement

ADCPS 9. DURATION AND TERMINATION:

9.1.

ADCC 10. SEVERABILITY

10.1.

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ADDENDUM

WLR Terms and Conditions

AWLR 1. DEFINITIONS:

All previous definitions in this agreement are utilised in conjunction with this Addendum in relation to the Wholesale Line Rental

service, defined herein, unless the context otherwise requires:

1.1 “Agreement” means The Customer Agreement in full referenced above, inclusive of all addendums, attachments and relevant Terms, conditions and applicable application form and AUP;

1.2 "Access Line" means the telecommunications circuit that the Customer uses to obtain telecommunications services over

1.3 "Act" means the Telecommunications Act 1984;

1.5 "Commencement Date" means the date when the Customer first receives the live Service.

1.6 "Customer Apparatus" means apparatus belonging to the Customer not forming part of the Equipment but which may be connected to the Equipment;

enable provision of the Service;

1.8 "Minimum Period" means

(a) thirty (30) days unless otherwise stated within this addendum.

1.10 "Person" means an individual or a body corporate or unincorporated or a partnership and "Persons" shall be construed

accordingly;

1.11 "Restricted Information" means any information which is disclosed to one party to this Agreement by the other



1.12 "Services" hereafter and related to this addendum means Wholesale Line rental (WLR) and all related services as

improved services of such a nature that may be provided by the Company and defined further within its website.

1.12 "Line Rental Service" hereafter and related to this addendum means Wholesale Line rental (WLR).

1.13 “Wholesale Line Rental” to mean Line Rental Services and or WLR

those services from BlackSheep in accordance with its related terms and conditions within this addendum and in conjunction with


the public switched telephone network at the Premises as notified by the Customer to BlackSheep;

1.4 "Carrier" means any supplier of telecommunications services to BlackSheep for the Service;

1.7 "Equipment" means any apparatus or equipment provided by BlackSheep or any third party to the Customer at the Premises to

(b) BlackSheep Standard services - one (1) calendar month from the commencement date.

"BlackSheep System"Agreement, any apparatus leased by, or otherwise obtained by, Blacksheep from a third party 1.9 means the telecommunication system which BlackSheep runs and, for the purpose of this


Addendum WLR v1.0

BlackSheep is a Communications company that provides Telecomunication Line Rental services. The customer wishes to obtain

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AWLR 2. GENERAL:

2.1


Agreement.

2.2


AWLR 3. PROVISION OF SERVICE:

3.1

3.2

The customer confirms they have legitimate Access and authority to order line Wholesale Line Rental at the

responsible if the Customer is no longer able to receive the Service due to any legal requirements imposed on

3.3

We shall provide Line Rental Service to you with your authorisation for us to act on your behalf in all dealings

with any Third Party Operator in connection with any matter that enables us to provide or to continue to

provide you with the Line Rental Service.

3.4

We cannot guarantee that the Line Rental Service will be free of faults, interruptions, timely or secure to the

Extent the Line Rental Service may be affected by circumstances we are unable to control.

3.4

You agree to follow any reasonable instructions that we may give you about the service. This includes giving

our engineers and or our representative’s access to your premises.

3.5

You will agree to get any related permission needed from any third party if they have to cross their land or put

our equipment on their premises if required by the engineers on a new installation if deemed necessary by us.

3.6

Certain services which are provided by Third Party Operators may not be compatible with the Line Rental

Service provided to you and or location. You should be aware that such services may be automatically removed

from the line during set up and may no longer be available.

3.7

of any planned interruption of the said Service in relation to WLR. In these circumstances The Customer shall

AWLR 4. RISKS

4.1.

The Customer acknowledges that, by definition, access to the Internet and other communication media is associated

with risks concerning authentication, data security, privacy, availability of services, reliability of transmission etc. The

wholesale line rental and related services herein.

BlackSheep will provide the Service to the Customer in accordance with the Conditions of this Agreement and

BlackSheep.

operational, legal reasons or dictated by a third party. BlackSheep will give the Customer as much notice as possible


have no claim against BlackSheep for any such interruption.

Customer agrees to accept full responsibility arising from such risks and the consequences of their usage of BlackSheep

Addendum WLR v1.0

addendums and within the Term and Conditions found on the BlackSheep website.

location specified in order to receive the Service. If this Customer authority changes, BlackSheep cannot be held

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AWLR 5. COMPANY LIABILITY:

5.1.

The Company agrees to abide to all laws and regulations applicable for services provided by him. The Company shall



5.2.

The Customer acknowledges and warrants that the Service shall be used in the way intended and defined within this

agreement. Such compliance shall include without limit, the right for the recipient to be informed and their right to

access this information and to modify it or to “opt out” completely of the Customer database along with the manner in

which they can request this.

5.3.

The Company must not invite the Customer to call back on a premium rate number.

AWLR 6. PRICING AND PAYMENT:

6.1.

Period of service. Payment will be due on the date specified on the invoice.

6.2.

may charge interest on all outstanding amounts on a daily basis at the rate of 4% per annum above the base

lending rate, from the date of the invoice until the date of actual payment or judgement has been enforced.

6.3.

Any installation fee as specified to you in writing, website or through your control panel, is payable in advance

6.4.

will receive prior notice as determined within the agreement.

6.5.

entitled to charge the Customer for the reasons given.

6.5.1. Internal Relocation - If a Customer wants to relocate the main phone socket from one room/floor to

another within the same building.

6.5.2. Abortive Visit Charge - Abortive visits include attendance to incorrect address provided by the

customer, site does not meet requirements specified by BT or End User is not available.

6.5.3. Administration Charges - Where The Customer provide illegible, materially incomplete or incorrect

order details.

6.5.4. Reworking Charge - If the Customer consents to a Carrier engineer making good any existing non-

Carrier installed wiring to make it fit for installation of the Service.

6.5.5.

6.6.

Method of payment – as described herein, the website and or by email or other means.

BlackSheep shall provide the Customer with the Service for the fees as defined in writing and or the availability

through BlackSheep website or by mail. These fees are payable in advance from the start of the Minimum

Subject to our discretion we will invoice you with credit terms of 10 days net, on a Monthly basis only. BlackSheep

by cheque or BACS.

In addition to the fee set out on the web site and or determined to the Customer in writing, BlackSheep shall be

five (5) or less days prior to the arranged installation date.

Order Cancellation - If the Customer requests the cancellation of the BlackSheep Line Rental Service

Addendum WLR v1.0

All fees are subject to change with the Line rental Service. In the event that BlackSheep increases its fees, you

4 of 5

AWLR 7. FAULTS TO LINE RENTAL SERVICE:

7.1.

If you suffer or suspect a fault with the Line Rental Service then you should contact our Customer Services

Team:

7.2.

We will work on any fault that is reported to us according to the repair service we have agreed to provide to

7.3.

You agree that you will be responsible for all charges that you incur or we incur on your behalf in repairing the

fault with the Line Rental Service unless the fault is the result of any act or omission of us or a Third Party

Operator or is due to fair wear and tear where applicable.

7.4.

engineer arrives within an agreed appointment time, you will incur an administration fee if you are not

available at the agreed time.

7.3.

charged for any work carried out and the engineer may disconnect the equipment if deemed necessary.

AWLR 8. CHARGES:

8.1.

You will be charged rental from the day we supply the Line Rental Service. You will pay the rental in advance.

8.2.

further invoices monthly, but we reserve the right to change the issue date of said monthly invoices if

necessary.

AWLR 9. REPAIR TO SERVICE:

9.1.

possible.

AWLR 10. SUSPENSION OF SERVICE:

We may suspend the service (without being liable to compensate you);

10.1.

If we reasonably believe that you will fail to pay any amount due to us (whether or not we have issued you an

invoice);

10.2.

If you contravene any part of this agreement and its relevant addendums & Terms & Conditions.

you contained herein and within the BlackSheep website

If we decide that an BlackSheep engineer should be sent to your premises in connection with a fault and that

If an BlackSheep engineer attends a fault and decides the fault is with the equipment owned by you then you will be

We will issue your first invoice in the month following the date we supply the Line Rental Service. We will issue you

BlackSheep will use our best endeavours to correct any defect or fault in the services provided to you as rapidly as

Addendum WLR 1.0

The rental will depend on the type of your line.

5 of 5

AWLR 11. AGREEMENT AND ADDENDUM AMENDMENTS:

11.1.

have been accepted if the Customer continues to use the Service after a period of Fourteen (14) days from the

date of posting on the Web site.

AWLR 12. DURATION AND TERMINATION:

12.1.

This Addendum shall come into force on the date hereof and continue thereafter unless and until terminated by either

party.

AWLR 13. SEVERABILITY

13.1.



the customer by posting in the Legal section of BlackSheep's Web site. Changes in this manner shall be deemed to

will be adhered to.

Addendum WLR v1.0


ADDENDUM

and Conditions further defined.

ADX 1. DEFINITIONS:

All previous definitions in this agreement are utilised in conjunction with this Addendum in relation to the Xdsl service, defined


1.1 “Agreement” means The Customers Agreement in full referenced above, inclusive of all addendums, attachments and relevant Terms, conditions and applicable application form and AUP;

1.2 "Access Line" means the telecommunications circuit that the Customer uses to obtain telecommunications services over

1.3 "Act" means the Telecommunications Act 1984;

1.5 "Commencement Date" means the date when the Customer first receives the live Service.

1.6 "Customer Apparatus" means apparatus belonging to the Customer not forming part of the Equipment but which may be connected to the Equipment;

enable provision of the Service;

1.8 "Minimum Period" means

(a) thirty (30) days unless otherwise stated within this addendum.

1.10 "Person" means an individual or a body corporate or unincorporated or a partnership and "Persons" shall be construed

accordingly;

1.11 "Restricted Information" means any information which is disclosed to one party to this Agreement by the other



1.12 "Services" hereafter and related to this addendum means those manual and automatic Adsl and all related services as

improved services of such a nature that may be provided by the Company.

from BlackSheep in accordance with its related terms and conditions within this addendum and in conjunction with the main Terms

the public switched telephone network at the Premises as notified by the Customer to BlackSheep;

1.4 "Carrier" means any supplier of telecommunications services to BlackSheep for the Service;

1.7 "Equipment" means any apparatus or equipment provided by BlackSheep or any third party to the Customer at the Premises to

(b) BlackSheep ADSL services - one (1) calendar month from the commencement date.

"BlackSheep System"1.9 means the telecommunication system which BlackSheep runs and, for the purpose of this Agreement, any apparatus leased by, or otherwise obtained by, BlackSheep from a third party


DSL Terms & Conditions

BlackSheep is a Communications company that provides DSL services (ADSL and FTTC). The customer wishes to obtain those services

Addendum ADSL and FTTC v1.0 1 of 4

ADX 2. GENERAL:

2.1


Agreement.

2.2


ADX 3. PROVISION OF SERVICE:

3.1

customers.

3.2

The Customer must make sure that they have an Access Line with the Physical Characteristics required in order

Customer's password at any time at its sole discretion.

3.3

Except as otherwise expressly permitted in these Conditions, and in addition to other restrictions herein, the

Customer may not:

3.3.1 Transfer rights to the use of the Service to any third party, whether in whole or in part;

3.4

From time to time certain Points of Presence (PoPs), servers, or the whole or part of the Network may be

scheduled maintenance periods as published from time to time.

3.5

any planned interruption of the Customer's Service. In these circumstances The Customer shall have no claim

ADX 4. AUTHORISATIONS AND AUTHENTICATION

4.1.

4.2.

The customer agrees that all web site activities and programmatic actions which can be traced to its username and

password are deemed as having been performed by the Customer itself and are legally binding on it.

4.3.

addendums and within the Term and Conditions found on the BlackSheep website in relation to the customer’s

BlackSheep will provide the Service to the Customer in accordance with the Conditions of this Agreement and

to receive the Service. If the Customer changes from the required Physical Characteristics, BlackSheep cannot be

held responsible if they are no longer able to receive the Service. BlackSheep reserves the right to change the

3.3.2 Disclose Service features, errors or viruses to any third party without the prior written consent of BlackSheep;

closed down for routine repair or maintenance work. BlackSheep or its authorised representative shall give as much

notice as in the circumstances is reasonable and BlackSheep shall endeavour to carry out such works during the


operational reasons or because of an emergency. BlackSheep will give the Customer as much notice as possible of

against BlackSheep for any such interruption.

The Customer is responsible for careful use and storage of the username and or password issued by BlackSheep.

If misuse or theft of the login information is suspected, the Customer agrees to immediatley notify BlackSheep

losses or any other consequences arising out of such misuse.

BlackSheep or modifies the Service without BlackSheep prior written consent.

3.3.3 Use the Service except in conjunction with BlackSheep recommended operating environment, notified by

The Company will issue a username and password to the Customer via e-mail and or mail for the ADSL service login.

lin order to suspend their account and take other appropriate measures. The Company shall not be liable for

Addendum ADSL and FTTC v1.0 2 of 4

ADX 5. RISKS

5.1.

The Customer acknowledges that, by definition, access to the Internet and other communication media is associated

with risks concerning authentication, data security, privacy, availability of services, reliability of transmission etc. The

Customer agrees to accept full responsibility arising from such risks and the consequences of the Customers usage of

ADX 6. CUSTOMERS LIABILITY:

6.1.

The Customer agrees to abide to all laws and regulations applicable services provided by him. The Customer shall be

liable for all consequences and costs arising out of any breaches against such law or regulations perpetrated by him,

or under his direction or on his behalf.

6.2.

It is the Customers full responsibility if they break any appropriate regulatory bodies rules, regulations or guidelines.

6.3.

or other partners, and employees, harmless from any claim or demand, including in particular, without limitation,

reasonable legal fees, made by any Person or Persons due to or arising out of the Customers services, use of the

services, connection to the Services, breach of this Agreement and or the Customers violation of any rights of any

other Person or Persons.

ADX 7. PRICING AND PAYMENT:

7.1.

Period of service. Payment will be due on the date specified on the invoice.

7.2.

above the base lending rate, from the date of the invoice until the date of actual payment or judgement has

been enforced.

7.3.

7.4.

notice as determined within the agreement.

7.5.

entitled to charge the Customer for the reasons given.

7.5.1. Internal Relocation - If a Customer on behalf of his Customer wants to relocate the main phone socket

from one room/floor to another within the same building.

7.5.2. Abortive Visit Charge - Abortive visits include attendance to incorrect address provided by the

customer, site does not meet requirements specified by BT or End User is not available.

7.5.3. Administration Charges - Where The Customer through or on behalf of his Customer provide illegible,

materially incomplete or incorrect order details.

The Customer hereby agrees to indemnify and hold BlackSheep, and its subsidiaries, affiliates, officers, agents, co-branders

BlackSheep shall provide the Customer with the Service for the fees as defined in writing and or the availability

reserve the right to charge interest on all outstanding amounts on a daily basis at the rate of 4% per annum

Subject to our discretion we will invoice you with credit terms of 10 days net, on a Monthly basis only. BlackSheep

In addition to the fee set out on the web site and or determined to the customer in writing, BlackSheep shall be

BlackSheep ADSL and related services.

through the BlackSheep website or by mail. These fees are payable in advance from the start of the Minimum

3 of 4 Addendum ADSL and FTTC v1.0

Any installation fee as specified to you in writing, website or by mail, is payable by Direct Debit collection.

All fees are subject to change with ADSL or FTTC. In the event that BlackSheep increases its fees, you will receive prior

7.5.4. Reworking Charge - If the Customer on behalf of his Customer consents to a Carrier engineer making

good any existing non-Carrier installed wiring to make it fit for installation of the Service.

cessation and new provision of service is required and or, when moving to an LLU based ISP and or

cessation of the telephone line over which broadband service is provided for what ever reason.

Order Cancellation - If the Customer on behalf of his Customer requests the cancellation of the BlackSheep

7.5.6. Cessation of Service - The customer agrees to pay any costs incurred by BlackSheep due to cessation of a

broadband service supplied. When directly cancelling as a result of a customer location move where a



and the underlying services remain the property of the Company, its www.blacksheepzone.com

date of posting on the Web site.

have been accepted if the Customer continues to use the Service after a period of Fourteen (14) days from the

To run in conjunction with clause 4 of the Customers agreement.




ADX 9. INTELLECTUAL PROPERTY RIGHTS:


party in reference to clause 22 of the Customers agreement including sub clauses.


This Addendum shall come into force on the date hereof and continue thereafter unless and until terminated by either

will be adhered to.

8.1.

8.2.

ADX 9. AGREEMENT AND ADDENDUM AMENDMENTS:

9.1.

ADX 10. DURATION AND TERMINATION:

10.1.

ADX 11 SEVERABILITY

11.1.

4 of 4 Addendum ADSL and FTTC v1.0

7.5.5.

ADSL or FTTC service five (5) or less days prior to the arranged installation date.

1 of 5

ADDENDUM


1.1 “Agreement” refers to the terms and conditions contained herein and with said agreement referenced above along

with any applicable application form, AUP and related Terms and conditions.

1.4 “Commencement Date” means the date when the Customer first receives the live Service.

1.5 “PPM” Refers to Pence Per Minute (Sterling)

1.6 “PPC” Refers to Pence Per Call (Sterling)

Service and any related services

1.11 “Person” means an individual or a body corporate or unincorporated or a partnership and "Persons" shall be construed

accordingly;

1.12 “Restricted Information” means any information which is disclosed to one party to this Agreement by the other



improved services of such nature that may be provided by the Company.

to obtain those services from BlackSheep in accordance with its terms and conditions within this addendum and in conjunction with


1.9 “Tariff” Referring to the PPM or PPC that the Customer typically pays BlackSheep when placing calls through

BlackSheep. A customers’ rate sheet is available by request.

"BlackSheep System"Agreement any apparatus leased by, or otherwise obtained by, BlackSheep from a third party

1.10 means the telecommunication system which BlackSheep runs and, for the purpose of this


All previous definitions in this agreement are utilised in conjunction with this Addendum in relation to the voIP service, defined

1.2 “Access Line” refers to the telecommunications circuit that the Customer uses to obtain broadbandservices

over the public switched telephone network at the Premises as notified by the Customer to BlackSheep;

to the customer on the service number(s), enabling the End User to make calls over the Fixed Line Network using the voIP

1.8 “Fixed Line Network” means the telecommunications network(s) over which BlackSheep provides the voIP Service;

1.13 “Services” hereafter and related to this addendum means those voIP services and all related services as

BlackSheep is an Communications company that provides voice over IP (voIP) telephony services. The customer wishes

1.7 “voIP” Refers to “ voice over IP” service; the voIP Service provided by BlackSheep under the terms of this Agreement

ADVOIP 1. DEFINITIONS:

Addendum voIP v1.0

than telecommunications services. This treatment may limit or otherwise affect your rights of redress before regulatory agencies.1.3 “Act” Any act that realtes to voIP service provison. Please note that the Service is subject to different regulatory treatment

VoIP Terms & Conditions

2 of 5

2.1


Agreement.

2.2


3.1

3.2

The customer must have an Access Line with the Physical Characteristics in order to receive the Service. If the

3.3

3.4

event of circumstances beyond our control, we do not warrant or guarantee that the Customer will be connected to

The Customer hereby irrevocably authorises us to act on their behalf in all dealings with the operator/ carrier/service

provider of any telecommunications network or system in connection with any matter that enables us to provide or to

providers.

BlackSheep will provide the Service to the Customer in accordance with the Conditions of this Agreement and addendums

and within the Term and Conditions found on the BlackSheep website.

to receive the Service.

Customer changes the Physical Characteristics, BlackSheep cannot be held responsible if the Customer is no longer able

BlackSheep reserves the right to change the Customer's password at any time at its sole discretion.


operational reasons or because of an emergency. BlackSheep will give the Customer as much notice as possible of any

planned interruption of the Service. In these circumstances The Customer shall have no claim against BlackSheep for any

such interruption.

3.5

3.6

3.7

clause 21 in the Agreement) the Customer shall be liable for any Charges incurred.

We shall provide the voIP Service to the Customer in accordance with this Agreement. We will endeavour to connect

the Customer to the voIP service within 15 working days of our receipt of the customer’s acceptable instruction. In the

the voIP Service by said period. Once connected, the Customer will be able to access the voIP Service and (subject to

continue to provide the Customer with the voIP Service. The Customer also hereby irrevocably authorises us to give

all notices, nominations and other authorisations that are necessary for us to provide the voIP Service from its

BlackSheep cannot guarantee that the voIP Service will be free of faults or interruptions, timely or secure to the extent the

voIP Service may be affected by things out of our control or jurisdiction, such as (without limitation) lack of network

capacity, lack of power supply, broadband service failure, physical obstructions or atmospheric conditions.

Addendum voIP v1.0

ADVOIP 2. GENERAL:

ADVOIP 3. PROVISION OF SERVICE:

NB If your Broadband Connection fails, your voice service will also fail. Your service may cease to function if there is a power cut or failure.

3 of 5

4.1.

and any other instructions we give to the Customer from time to time.

4.2.

provision of this agreement and its addendums, the Customer will indemnify us for any claims, losses, damages,

costs, liabilities and expenses (including, without limitation, any legal costs and expenses) which we may suffer or

incur as a result of any such non-compliance.



this agreement and related addendums. Therefore the Customer shall comply with all relevant rules, regulations and

conditions laid down by the industry authorities as in defined herein.

The Customer hereby agrees to indemnify and hold BlackSheep, and its subsidiaries, affiliates, officers, agents,

co-branders or other partners, and employees, harmless from any claim or demand, including in particular, without

limitation, reasonable legal fees, made by any Person or Persons due to or arising out of the Customer services, use of

5.1.

5.2.

5.3.

The Customer must, at all times, ensure that the voIP Service is used in accordance with these terms and conditions

The Customer or any other person using the voIP Service with the Customers’ permission, does not comply with any

The Customer agrees to abide to all laws and regulations applicable to the voIP services provided. The Customer shall

The Customer acknowledges and warrants that the voIP Service shall be used in the way intended and defined within

other Person or Persons.

the voIP service, connection to the voIP service, breach of this Agreement and or the Customer violation of any rights of any

Addendum voIP v1.0

ADVOIP 4. CUSTOMERS USE OF SERVICE:

ADVOIP 5. CUSTOMER’S LIABILITY:

4 of 5

relevant tariff and all other fees predetermined within this agreement. All charges to the Customer will be invoiced

monthly unless otherwise defined herein. We may vary invoicing frequency or demand payment at any other time by

giving the Customer prior written notice if the frequency is moved by more than 14 days.

charges, you will receive prior notice as determined within the agreement.

at least 5 calendar days’ notice before any price change.

for Charges by the due date specified in the invoice without any set-off or deductions.




To run in conjunction with clause 4 of the Customer’s agreement.

have been accepted if the Customer and or Customer’s continue to use the Service after a period of Fourteen

(14) days from the date of posting on the Web site.

BlackSheep shall provide the Customer with the Service for the fees as defined in writing and or the availability through the

unless otherwise stated by BlackSheep. Payment will be due on the date specified on the invoice.

BlackSheep website or by mail. These fees are payable in advance from the start of the Minimum Period of service

Service at any time by posting the resulting price changes on our website or by maill. We will give the Customer



www.blacksheepzone.com�� and the underlying services remain the property of the Company, its

6.1.

6.2.

6.3.

6.4.

6.5.

7.1.

7.2.

8.1.

BlackSheep will invoice the Customer for the voIP Service in accordance with the relevant terms, tariffs, rules and charges

applying at the time the voIP Service are used. The Customer will be charged for the voIP Service in accordance with

All prices are subject to change with voIP service as defined herein. In the event that BlackSheep increases its prices and or

BlackSheep may vary any Charges and/or charge to the Customer and any taxes or duties imposed in relation to the voIP

Unless agreed in writing, payment is due for any use of the voIP Service and the Customer must pay in full any invoice

Addendum voIP v1.0

ADVOIP 6. PRICING AND PAYMENT:

ADVOIP 7. INTELLECTUAL PROPERTY RIGHTS:

ADVOIP 8. AGREEMENT AND ADDENDUM AMENDMENTS:

5 of 5

This Addendum shall come into force on the date hereof and continue thereafter and associated with said agreement

said agreement.


will be adhered to.

unless and until terminated by either party in reference to clause 20 of the main agreement including sub clauses of


9.1.

10.1.

Addendum voIP v1.0

ADVOIP 9. DURATION AND TERMINATION:

ADVOIP 10. SEVERABILITY

Addendum – Leased Lines v1.0 This Addendum relates only to our leased line products. They do not relate to any other product or service supplied by BLACK SHEEP BUSINESS COMMUNICATIONS LTD unless specified herein.

1. Definitions and Interpretation

In this Service Agreement the following expressions shall have the following meanings unless the context otherwise requires:

“Billing Period”

means 1 month periods of time for the billing of Rental and other

Charges under this Agreement or any Contract to the Client;

“Business Days” means Mondays to Fridays excluding Bank and Public Holidays;

means the charges for the installation and use of Leased Line Services

together with any charges for additional services and equipment due by “Charges” the Client to BLACK SHEEP BUSINESS COMMUNICATIONS LTD in terms of

the Services

Agreement;

“Circuit”

means a Leased Line circuit whether for the provision of Internet

Leased Line Services or Point to Point Leased Line Services;

“Client Provided

Apparatus”

means any apparatus at the Sites (not being Services Equipment)

provided and used by the Client and/or a User in order to use the

Services;

“Client” means the Party identified in Schedule 1 of this Agreement;

means the date on which BLACK SHEEP BUSINESS COMMUNICATIONS

LTD notifies the Client or any User that the Service or part thereof are

ready for use or, if earlier, “Go Live Date” the date on which the Client or any User first makes use of the Service

of part thereof;

“Help Desk” the telephone helpdesk described in Clause 7.1;

notification of an Incident which is raised by BLACK SHEEP BUSINESS COMMUNICATIONS LTD or

“Incident Report” by the Client;

“Incident”

a failure of the Service to operate in accordance with its published

specification;

“Installation

Charges”

means the charges payable for installation of Services Equipment and

for the commissioning and configuration of Services, as specified in the

Order or as subsequently varied in accordance with the terms of this

Agreement;

“Leased Line”

“Normal Business

Hours”

means a circuit provided by BLACK SHEEP BUSINESS

COMMUNICATIONS LTD as described in clause 5;

the hours between 09:00 and 17:30 on Business Days;

“Order”

means a request for the provision of Services by the Client which has

been accepted by BLACK SHEEP BUSINESS COMMUNICATIONS LTD in

accordance with Clause 6 of this Agreement;

“Priority Level” the priority levels specified in the table set out at Clause 8.4.1;

means the rental payable by the Client to BLACK SHEEP BUSINESS

COMMUNICATIONS LTD for the provision of Services and the Services

Equipment as specified in the “Rental” Order or as increased or decreased by BLACK SHEEP BUSINESS

COMMUNICATIONS LTD in accordance with the terms of any

Contract;

“Service Provider”

means any third party who from whom BLACK SHEEP BUSINESS

COMMUNICATIONS LTD procures services in order to provide

the Services under this Agreement;

“Services

Equipment”

means any apparatus, equipment and cabling provided by BLACK

SHEEP BUSINESS COMMUNICATIONS LTD or their Service Provider at a

Site as an essential part of providing Services under the terms of this

Agreement;

“Services”

means the supply of broadband technical helpdesk Services provided

by BLACK SHEEP BUSINESS COMMUNICATIONS LTD to the Client as

specified in the Order and “Service” shall have a corresponding

meaning;

“Site”

means the premises or other locations from and to which Services are

to be provided to the Client as specified in the Order;

“Support Service” the support services described in clause 7;

means the target date agreed between BLACK SHEEP BUSINESS COMMUNICATIONS LTD and the

“Target Go Live

Date”

Client for the commencement of Services as set out in an Order or as

subsequently revised by the Client in accordance with the terms of this

Agreement;

“the Act” means the Communications Act 2003;

means any Code of Practice relevant to the Services issued by “the Code” PhonepayPlus or OFCOM as amended from time to time;

“this Agreement” means this Service Agreement and its Schedules and any Order;

1.1 The Condition and Schedule headings are for convenience only and shall not affect the interpretation of this Agreement.

1.2 References to the singular include the plural and vice versa, and references to one gender include the other gender.

1.3 Any phrase introduced by the expressions “includes”, “including” or “in particular” or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.

1.4 Any reference to a statute, statutory provision or subordinate legislation (together “legislation”) shall (except where the context otherwise requires) (i) be deemed to include any bye-laws, licences, statutory instruments, rules, regulations, orders, notices, directions, consents or permissions made under that legislation and (iii) shall be construed as referring to any legislation which replaces, re-enacts, amends or consolidates such legislation (with or without modification) at any time.

1.5 Unless specifically provided to the contrary all notices under this Agreement shall be in writing.

1.6 References to times are to London times.

1.7 Any reference to an “hour” means an hour in a day and any reference to a “day” means a period of 24 hours running from midnight to midnight.

1.8 Except to the extent that they are inconsistent with the definitions and interpretations in this Agreement or are otherwise defined in this Agreement, the definitions and interpretations in the Master Agreement shall apply to this Agreement.

1.9 The Schedules form part of this Agreement and shall have effect as if set out in full in the body of this Agreement. Any reference to this Agreement includes the Schedules.

1.10 References to Clauses and Schedules are to the Clauses and Schedules of this Agreement.

2. The Service Agreement

2.1 The terms of the Master Agreement shall apply in relation to the supply of the Services and the terms of this Agreement shall apply between the parties as if the Master Agreement were incorporated into this Agreement.

2.2 Notwithstanding Clause 2.1 the Master Agreement shall remain fully effective and unamended, in relation to the supply of any goods and or services other than the Service.

3. Commencement and duration of this Agreement

3.1 This Agreement commences on the date that it is signed by duly authorised representatives of BLACK SHEEP BUSINESS COMMUNICATIONS LTD and will continue unless or until terminated by either Party in terms of this Agreement.

4. Duration of Services

4.1 For the duration of this Agreement BLACK SHEEP BUSINESS COMMUNICATIONS LTD agrees to:

4.1.1 provide the Client with the Services on the terms of this Agreement;

4.1.2 exercise the reasonable skill and care of a competent communications provider in providing the Service and if required, in determining how best to provide the Service to a Site;

4.1.3 use its reasonable endeavours to provide the Service by the Target Go Live Date and in accordance with the service levels set out in this Agreement but all dates are estimates and except as set out in the service guarantee provisions, BLACK SHEEP BUSINESS COMMUNICATIONS LTD has no liability for failure to meet any date;

4.2 It is technically impracticable to provide a fault free Service and BLACK SHEEP BUSINESS COMMUNICATIONS LTD does not undertake to do so. BLACK SHEEP BUSINESS COMMUNICATIONS LTD agrees to repair any faults in accordance with the service standards as set out in this Agreement.

4.3 The Service Minimum Period for Leased Line Services shall be as provided for in the relevant

Order.

5. Description of Leased Line Services

5.1 Leased Line Services are provided as:

5.1.1 Internet Leased Line Services – a dedicated, private, fixed capacity circuit delivered from Black Sheep’s Wholesale Suppliers Network to the Client Site with Internet connectivity. These Services may share infrastructure with Black Sheep’s Wholesale Suppliers Network and/or that of other Service Providers. Internet Leased Line Services are delivered as a Fully Managed Service with a Black Sheep’s wholesale suppliers supplied router, 24/7 remote monitoring and management by Black Sheep’s wholesale suppliers network operations.

6. Orders for Leased Line Services

Orders for Leased Line Services shall be completed according to process set out in this clause.

6.1 Quotations will be generated and emailed from our dedicated quoting tool.

6.2 All quotations made by BLACK SHEEP BUSINESS COMMUNICATIONS LTD shall be deemed to be made subject to the terms and conditions of this Agreement.

6.3 If excess construction charges are applicable in order to provide the Services BLACK SHEEP BUSINESS COMMUNICATIONS LTD shall notify the Client in writing or by email of the charges and the reasons for them. The Client shall indicate acceptance of the excess construction charges in writing or by email.

6.4 The acceptance of and the completion of an electronic signature on the supplied quote document by the Client shall constitute an offer to acquire the Services specified in the Technical Requirements Document subject to (i) confirmation that the Services can be provided and (ii) where excess construction charges are applicable, acceptance of those charges in terms of clause 3.

6.5 No Order shall be binding on BLACK SHEEP BUSINESS COMMUNICATIONS LTD until that Order has been accepted by the BLACK SHEEP BUSINESS COMMUNICATIONS LTD Service Delivery Team by notice to the Client.

6.6 Upon acceptance by BLACK SHEEP BUSINESS COMMUNICATIONS LTD the Services shall be provided under the terms of this Agreement.

6.7 A request for the upgrade or downgrade of an existing Service shall not be considered a

request for services in terms of this clause 6 but on acceptance by BLACK SHEEP BUSINESS COMMUNICATIONS LTD will be deemed an amendment of the existing Order under which those Services are provided.

7. Support Services

7.1 Help Desk Support

During the hours of Service specified in Clause 7.2, BLACK SHEEP BUSINESS COMMUNICATIONS LTD will provide a client service and administration telephone help desk facility (“Help Desk”) for the benefit of the Client. BLACK SHEEP BUSINESS COMMUNICATIONS LTD shall accept calls for English language telephone support in connection with Orders and Incidents during the hours of Service specified in Clause 7.2.

7.2 Hours of Service

7.2.1 The Help Desk is available to receive calls for reporting on all Incidents via telephone 24 hours a day 7 days a week, including Bank and Public Holidays. Out of office hours calls will be

directed to voicemail which will be forwarded to our engineers. During BLACK SHEEP BUSINESS COMMUNICATIONS LTD office hours all calls and faults must be reported via the normal support phone number 01204 221101.

7.2.2 The support team will aim to deliver proactive updates via email and / or phone, whichever is deemed to be most suitable.

7.3 Scheduled and Emergency Maintenance

7.3.1 From time to time BLACK SHEEP BUSINESS COMMUNICATIONS LTD may interrupt the Service to maintain, update or enhance software Equipment or other aspects of the Service and/or Black Sheep’s Wholesale Suppliers Network (“Maintenance Events”). BLACK SHEEP BUSINESS COMMUNICATIONS LTD will, where possible, give the Client a minimum of 2 Business Days advance notice of such events, and where possible will schedule Maintenance Events so as to

cause minimum interruption of the Service. For the avoidance of doubt, it may not be possible to give such notice where interruption to the Service is necessary to deal with Incidents occurring in connection with the Service.

7.3.2 From time to time BLACK SHEEP BUSINESS COMMUNICATIONS LTD may interrupt the Service to carry out emergency maintenance to Black Sheep’s Wholesale Suppliers Network in order to maintain appropriate levels of service quality and to provide where possible minimum impact to the Service.

7.3.3 The Client shall give all reasonable assistance to BLACK SHEEP BUSINESS COMMUNICATIONS LTD to enable Maintenance Events to commence on the planned date and for them to be completed

efficiently.

7.3.4 Any Maintenance Events which occur during Normal Business Hours, and which were not requested by the Client, shall be considered downtime for the purpose of service availability measurement set out in clause 9

8. Service Management

8.1 Incident Reporting

8.1.1 BLACK SHEEP BUSINESS COMMUNICATIONS LTD shall supply monitoring and management of Internet Leased Line Services 24 hours a day 7 days a week together with pre-emptive Incident reporting to the Client whenever reasonably possible. In the event that any Incident is experience by the Client that it has not been identified by BLACK SHEEP BUSINESS COMMUNICATIONS LTD, the Client must submit an Incident Report to our support teams by telephone or via email.

8.1.2 All Incident Reports submitted by the Client must provide a complete description of the

Incident and any information reasonably requested by BLACK SHEEP BUSINESS COMMUNICATIONS LTD.

8.1.3 The support team will require the Client to conduct first line diagnostics with any of its Users where appropriate.

8.1.4 If the Client reports any Incident via an email outside of Normal Business Hours, the Client must place a follow up call to the Help Desk in order to notify the BLACK SHEEP BUSINESS COMMUNICATIONS LTD engineer of the nature of the Incident.

8.2 Incident Response Timescales

8.2.1 BLACK SHEEP BUSINESS COMMUNICATIONS LTD shall use best endeavours to assign an Incident to an appropriate BLACK SHEEP BUSINESS COMMUNICATIONS LTD engineer.

8.2.2 BLACK SHEEP BUSINESS COMMUNICATIONS LTD shall use best endeavours to make updates on an Incident available to the Client via email.

8.3 Incident Resolution Targets

BLACK SHEEP BUSINESS COMMUNICATIONS LTD shall use reasonable endeavours to clear Incidents within the time scales specified within the Incident classification matrix set out in Clause 8.4.1.

8.4 Incident Classification Matrix

8.4.1 The Incident classification matrix set out below outlines the description, resolution and scheduled updates frequencies for the associated Incident priorities.

Priority Description Target Resolution

High

Total loss of Service resulting from

a single event.

User has total loss of Service /

product or degraded beyond usable

limits.

Degraded Service. E.g. Errors,

packet loss to router interface,

Inability to transmit/receive where

Business operations are severely

impacted.

7 Hours

Medium

Partial loss of Service or

degradation of Service, resulting

from one event.

Partial loss where Service is

intermittent or slow throughput.

Dribbling errors; packet loss less

than 25%; slow throughput;

24 hours

Low

Service Enhancement* that requires

a change to the existing Service

and/or BLACK SHEEP BUSINESS

COMMUNICATIONS LTD wholesale

suppliers Network components that

will facilitate Service.

(*Service Enhancements exclude

speed upgrades which are

considered on a case-by-case basis

and the BLACK SHEEP BUSINESS

COMMUNICATIONS LTD shall

endeavour to resolve such requests

within 5 Business Days) Service

requests or changes etc

3 Business Days -

8.4.2 The Client understands and accepts that it may be necessary to extend the timescales in the Incident classification matrix above due to the complexity of the Incident or where BLACK SHEEP BUSINESS COMMUNICATIONS LTD is dependent on a third party for resolution of the Incident. In such circumstances, BLACK SHEEP BUSINESS COMMUNICATIONS LTD shall use reasonable endeavours to eliminate or reduce the impact of the Incident on the Service by provision of a workaround, with permanent correction to follow.

8.5 Clearance of Incidents

BLACK SHEEP BUSINESS COMMUNICATIONS LTD will clear an Incident reported to BLACK SHEEP BUSINESS COMMUNICATIONS LTD by the Client in accordance with this Agreement and an Incident Report will be considered to have been cleared where either:

8.5.1 it is corrected by BLACK SHEEP BUSINESS COMMUNICATIONS LTD (including the provision of a temporary fix); or

8.5.2 BLACK SHEEP BUSINESS COMMUNICATIONS LTD has investigated the Incident and BLACK SHEEP BUSINESS COMMUNICATIONS LTD’s initial fault diagnostic testing indicates that the Incident is not found and/or is not the fault of BLACK SHEEP BUSINESS COMMUNICATIONS LTD; and this has been confirmed by BLACK SHEEP BUSINESS COMMUNICATIONS LTD to the Client.

9. Service Availability & Limitation of Liability

9.1 Overall Service Availability

9.1.1 BLACK SHEEP BUSINESS COMMUNICATIONS LTD aims to provide the Service with a target of 100% availability at all times, subject to the terms of this Agreement.

9.1.2 Due to loss of service availability under no circumstances shall BLACK SHEEP BUSINESS COMMUNICATIONS LTD be liable to you for any damages, including without limitation any damages for lost profits or business, loss of goodwill, interruption of business, or any exemplary, punitive, special, indirect, incidental, consequential or special damages, regardless of whether such claim arises under any theory, tort, advice, contract, strict liability or otherwise and regardless of whether BLACK SHEEP BUSINESS COMMUNICATIONS LTD is advised of the possibility of any such damages.

10. Charges Mandated By Service Provider

BLACK SHEEP BUSINESS COMMUNICATIONS LTD reserves the right to pass on to Clients on a cost-plus basis (adding 15%) any charges levied by the Service Provider to which it is exposed as a result of the Client and/or its Users’ actions.

11. Equipment

11.1 All Services Equipment remains the property of BLACK SHEEP BUSINESS COMMUNICATIONS LTD and /or its wholesale suppliers and carriers at all times.

11.2 The Client agrees to:

11.2.1 prepare the Site and provide a suitable place, conditions, connection points and electricity for BLACK SHEEP BUSINESS COMMUNICATIONS LTD or carrier Equipment at the Site in accordance with BLACK SHEEP BUSINESS COMMUNICATIONS LTD’s reasonable instructions, if any; and

11.2.2 obtain all necessary consents, including for example, consents for any necessary alterations to buildings, permission to cross other people’s land or permission to put BLACK SHEEP BUSINESS COMMUNICATIONS LTD/carrier Equipment on their property.

11.2.3 The Client is responsible for BLACK SHEEP BUSINESS COMMUNICATIONS LTD equipment and agrees to take reasonable steps to ensure that nobody (other than someone authorised by BLACK SHEEP BUSINESS COMMUNICATIONS LTD) adds to, modifies or in any way interferes with it. The Client will be liable to BLACK SHEEP BUSINESS COMMUNICATIONS LTD for any loss

of or damage to BLACK SHEEP BUSINESS COMMUNICATIONS LTD Equipment, except where

such loss or damage is due to fair wear and tear or is caused by BLACK SHEEP BUSINESS COMMUNICATIONS LTD, or anyone acting on BLACK SHEEP BUSINESS COMMUNICATIONS LTD’s behalf.

12. Connection of Equipment

Any equipment connected to the Service must be:

12.1.1 technically compatible with the Service and not harm Black Sheep’s Wholesale Suppliers Network, the Service or BLACK SHEEP BUSINESS COMMUNICATIONS LTD Equipment or another party’s network or equipment;

12.1.2 connected and used in line with any relevant instructions or laws; and

12.1.3 connected and used in line with any relevant standards including, in the order of precedence set out below:

(i) any legal requirements imposed upon the parties including requirements arising from General

Condition 2 set under section 45 of the Communications Act 2003;

(ii) any relevant specification notified by OFCOM in implementation of the recommendations of the

Network Interoperability Consultative Committee;

(iii) any recommendations by the European Telecommunications Standards Institute; and

(iv) any recommendations by the Telecommunications Standards Bureau (formerly the International Telegraph and Telephone Consultative Committee) of the International Telecommunication Union.

12.1.4 The Client agrees to connect equipment to the Service only by using the NTE provided by

BLACK SHEEP BUSINESS COMMUNICATIONS LTD with the Service.

12.1.5 BLACK SHEEP BUSINESS COMMUNICATIONS LTD will not be liable for failure to meet any service level or other obligations under this Agreement if any equipment is found to be connected otherwise than in accordance with this clause.

12.1.6 BLACK SHEEP BUSINESS COMMUNICATIONS LTD reserves the right to disconnect any Client equipment if the Client does not fulfil its obligations under this Clause 12 or if in the reasonable opinion of BLACK SHEEP BUSINESS COMMUNICATIONS LTD Client Provided Apparatus is liable to cause the death of, or personal injury to any person.

13. Access and Site Regulations

13.1 The Client agrees to take reasonable steps to provide access to the Client’s Site and to ensure that the End User provides BLACK SHEEP BUSINESS COMMUNICATIONS LTD with access to the End User’s Site including for the purpose of installation and use of the BLACK SHEEP BUSINESS COMMUNICATIONS LTD Equipment at the Client’s Site and/or at the End User’s Site.

13.2 BLACK SHEEP BUSINESS COMMUNICATIONS LTD agrees to observe the Client’s and the End User’s reasonable Site safety and security requirements.

13.3 The Client agrees to provide and agrees to take reasonable steps to ensure that the End User provides a suitable and safe working environment for BLACK SHEEP BUSINESS COMMUNICATIONS LTD at the Client’s Site and/or the End User’s Site. The Client agrees to indemnify BLACK SHEEP BUSINESS COMMUNICATIONS LTD against all loss, damages, liabilities, costs and expenses arising or incurred in respect of any actions, claims or legal proceedings which are brought or threatened against BLACK SHEEP BUSINESS COMMUNICATIONS LTD if the Client is in breach of this sub-clause. The limitation of liability provisions of this Agreement do not apply to this indemnity.

13.4 It is the responsibility of the Client or End User to carry out any making good or decorator’s work required but BLACK SHEEP BUSINESS COMMUNICATIONS LTD accepts responsibility for any property damage caused

by BLACK SHEEP BUSINESS COMMUNICATIONS LTD’s negligence subject to the limitation of liability provisions of this

Agreement.

14. Charges

14.1 The Client shall pay to BLACK SHEEP BUSINESS COMMUNICATIONS LTD the Installation Charges and Rental and any other charges due under this Agreement. Such charges shall be invoiced monthly in advance. The first Billing Period shall commence on the Go Live Date.

14.2 All Charges payable hereunder by the Client shall be payable to BLACK SHEEP BUSINESS COMMUNICATIONS LTD in British Pounds Sterling in immediately available funds no later than 7 days after the date of BLACK SHEEP BUSINESS COMMUNICATIONS LTD's invoice.

14.3 Where any Go Live Date is delayed at the Client’s request or by virtue of the Client’s act, neglect or failure to fulfil its obligations hereunder, the Rental for the first Billing Period and Installation Charges for that Service shall be payable no later than the Target Go Live Date for that Service unless otherwise agreed in writing between the Parties.

14.4 BLACK SHEEP BUSINESS COMMUNICATIONS LTD shall be entitled to increase Rental and other charges payable by the Client after expiry of the Minimum Period from time to time by giving the Client not less than four (4) weeks’ prior written notice.

14.5 The Charges are exclusive of all applicable taxes, including Value Added Tax, sales taxes and duties of levies imposed by any authority, government department, all of which, if any, shall be assumed and paid promptly when due by the Client.

14.6 Without prejudice to BLACK SHEEP BUSINESS COMMUNICATIONS LTD’s right to treat non-payment or late payment as a repudiatory breach of this Agreement, in the event of non-payment of any invoice which is not the subject of a bona fide dispute BLACK SHEEP BUSINESS COMMUNICATIONS LTD reserves the right to charge daily interest on any outstanding amounts until payment is received in full at the rate set out in the Late Payment of Commercial Debts (Interest) Act 1998 as current from time to time whether before or after judgment until the date actual payment is received together with all external costs reasonably and necessarily incurred by BLACK SHEEP BUSINESS COMMUNICATIONS LTD in securing such payment and/or obtaining such

judgment, as the case may be.

14.7 All sums due to BLACK SHEEP BUSINESS COMMUNICATIONS LTD under this Agreement shall be payable by the Client in full (without any set-off, deductions or withholding whatsoever) by Direct Debit.

14.8 BLACK SHEEP BUSINESS COMMUNICATIONS LTD reserves the right at any time to require the Client to issue a deposit, irrevocable letter of credit or other form of security acceptable to BLACK

SHEEP BUSINESS COMMUNICATIONS LTD if the Client’s financial circumstances or payment history is or becomes unacceptable to BLACK SHEEP BUSINESS COMMUNICATIONS LTD.

15. Use of the Service

15.1 The Client shall use the Services strictly in accordance with any reasonable operating instructions issued by BLACK SHEEP BUSINESS COMMUNICATIONS LTD from time to time.

15.2 The Client shall not itself or knowingly permit any User to use Black Sheep’s Wholesale Suppliers Network or Services to do any of the following:

15.2.1 publish, post, distribute or disseminate defamatory, infringing, obscene, indecent or other unlawful material or information;

15.2.2 threaten, harass, stalk, abuse, disrupt or otherwise violate the rights (including rights of

privacy and publicity) of others;

15.2.3 engage in illegal or unlawful activities through Black Sheep’s Wholesale Suppliers Network;

15.2.4 knowingly make available or upload files that contain software or other material, data or information not owned by or licensed to the Client, the User or Additional User (as appropriate);

15.2.5 knowingly make available or upload files that contain a virus or corrupt data;

15.2.6 falsify the true ownership of software or other material or information contained in a file that the Client, any User or Additional User makes available via Black Sheep’s Wholesale Suppliers Network;

15.2.7 “spam” or otherwise deliberately abuse any part of Black Sheep’s Wholesale Suppliers Network;

15.2.8 obtain access, through whatever means, to notified restricted areas of Black Sheep’s Wholesale suppliers Network.

15.3 If the Client becomes aware that any User or Additional User is using Black Sheep’s Wholesale Suppliers Network to perform any of the activities listed in Clause 4.3 it shall enforce the applicable terms in its agreement with its User(s) and shall use all best endeavours to stop such User from doing so. In the event that BLACK SHEEP BUSINESS COMMUNICATIONS LTD becomes aware that a User or any Additional User is performing any of the activities listed in Clause 4.3, BLACK SHEEP BUSINESS COMMUNICATIONS LTD shall bring the breach to the attention of the Client in writing. If BLACK SHEEP BUSINESS COMMUNICATIONS LTD have not received, within one (1) Business Day of dispatch of such a message, a satisfactory response from the Client detailing the actions that have been taken to stop a User or Additional User performing in this way, which actions may include

restricting the access of the User or Additional User to Black Sheep’s Wholesale Suppliers Network or disconnecting the User or Additional User from Black Sheep’s Wholesale Suppliers Network, then BLACK SHEEP BUSINESS COMMUNICATIONS LTD shall have the right to restrict the access of and/or disconnect the User(s) or Additional User(s) in question, and if necessary the entire Service, from Black Sheep’s Wholesale Suppliers Network. If BLACK SHEEP BUSINESS COMMUNICATIONS LTD exercises its rights to disconnect a User or Additional it will notify the Client as soon as reasonably practicable in the circumstances.

15.4 Each Party shall provide the other with all reasonably necessary co-operation, information and support to prevent and/or stop any misuse of Black Sheep’s Wholesale suppliers Network by Users.

16. Limitation of Liability

16.1 Nothing in this Agreement shall exclude or restrict either Party’s liability for fraud, death or personal injury resulting from that Party’s negligence.

16.2 Neither Party shall be liable to the other under or in connection with this Agreement, whether in contract, tort (including negligence), misrepresentation (other than where made fraudulently), breach of statutory duty or otherwise for:

16.2.1 any loss of business, contracts, profits, anticipated savings, goodwill, or revenue;

16.2.2 any loss or corruption of data; and/or

16.2.3 for any indirect or consequential loss whatsoever incurred by either Party, whether or not the Party relying on this Clause 17.2 was advised in advance of the possibility of any such loss.

16.3 Except in relation to Clauses 15.3 and 15.4 and the indemnity in Clause 16.2, the total aggregate liability of either Party to the other under or in connection with this Agreement shall not exceed the lesser of one hundred thousand pounds (£100,000) or the Charges due to BLACK SHEEP BUSINESS COMMUNICATIONS LTD in the previous 12 month period for any one event or series of events.

16.4 In relation to Clause 15.3 and 15.4 only, the total aggregate liability of the Client to BLACK SHEEP BUSINESS COMMUNICATIONS LTD shall not exceed two hundred thousand pounds (£200,000) for any one event or series of events.

16.5 The Client shall be liable to BLACK SHEEP BUSINESS COMMUNICATIONS LTD for all liabilities, claims and costs arising directly from the acts and omissions of any third parties (including Users) using the Service

through the Client, relating to the Client’s use of the Services except where such liabilities, claims and costs arise from BLACK SHEEP BUSINESS COMMUNICATIONS LTD’s negligence or breach of this Agreement.

16.6 The Client agrees to indemnify defend and hold harmless BLACK SHEEP BUSINESS COMMUNICATIONS LTD against all liabilities claims, liabilities, losses and costs (including reasonable and properly incurred legal costs) arising directly in connection with the Client’s use of the Service by the Client’s Users or any third party using the Service through the Client except where such claims arise from BLACK SHEEP BUSINESS COMMUNICATIONS LTD’s negligence or breach of this Agreement.

17. Termination

17.1 This Agreement may be terminated without penalty:

17.1.1 by BLACK SHEEP BUSINESS COMMUNICATIONS LTD providing sixty days (60) days’ notice in writing provided that such notice shall not expire before the end of the Minimum Period; or

17.1.2 by the Client providing ninety (90) days’ notice in writing no later than (90) days prior to the expiry of the Minimum Period or any subsequent renewal.

17.2 Notwithstanding the termination of this Agreement the terms of this Agreement shall remain in force in respect of any Order until the expiry of the Minimum Period for the provision of Services in that Order. For the avoidance of doubt, the termination of this Agreement shall not be effective until the Minimum Period for any existing Order has expired.

17.3 Notwithstanding any other rights under this Agreement, either Party may terminate this

Agreement immediately in the event that: -

17.3.1 the other Party holds any meeting with or proposes to enter into or has proposed to it any arrangement or composition with its creditors (including any voluntary arrangement as described in the Insolvency Act 1986); has a receiver, administrator, or other encumbrancer take possession of

or appointed over or has any distress, execution or other process levied or enforced (and not discharged within 7 days) upon the whole or substantially all of its assets; ceases or threatens to cease to carry on business or becomes unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1986; or

17.3.2 if either Party commits a material breach or other persistent breach of this Agreement which in the case of a breach capable of being remedied, is not remedied within thirty-five (35) days of a written request by the other Party to remedy the same.

17.4 BLACK SHEEP BUSINESS COMMUNICATIONS LTD may immediately terminate or suspend all or any part of this Agreement or the Services if:

17.4.1 Ofcom or PhonepayPlus determine, or BLACK SHEEP BUSINESS COMMUNICATIONS LTD reasonably considers, that use of the Services by the Client or any User or Additional User (i) does not constitute Appropriate Use (ii) is in breach or may be in breach of the Code or any other relevant statutory or regulatory act, regulation, code or similar (iii) is fraudulent or illegal or may be fraudulent or illegal; or

17.4.2 if Ofcom or any other authority of competent jurisdiction revokes the supplier’s authorisation as Public Electronic Communications Network under the Act and as a result BLACK SHEEP BUSINESS COMMUNICATIONS LTD can no longer legally comply with its material obligations under this Agreement and the Service Agreements.

18. Consequences of Termination

18.1 Except as provided for in clause 18.2, in the event of the termination of this Agreement for whatever reason the Client shall:

18.1.1 cease to use any of the Services, and

18.1.2 permit BLACK SHEEP BUSINESS COMMUNICATIONS LTD or any nominated representative of BLACK SHEEP BUSINESS COMMUNICATIONS LTD to enter the Sites during any Business Day for the purpose of removing any or all of the Services Equipment.

18.1.3 permit BLACK SHEEP BUSINESS COMMUNICATIONS LTD or any nominated representative of BLACK SHEEP BUSINESS COMMUNICATIONS LTD to enter the Sites during any Business Day for the purpose of removing any or all of the Services Equipment.

18.2 where BLACK SHEEP BUSINESS COMMUNICATIONS LTD is entitled to terminate this Agreement as a result of a default by the Client provided for in clause 18.3.1 or 18.3.2 or failure to pay any Charges or other amount due in terms of this Agreement; BLACK SHEEP BUSINESS COMMUNICATIONS LTD shall be entitled to continue to provide the Services to any person or entity making use of the Services or any facility of the Services at the time BLACK SHEEP BUSINESS COMMUNICATIONS LTD’s right of termination arises. The Client shall provide any permission or authorisations required enabling BLACK SHEEP BUSINESS COMMUNICATIONS LTD to continue the uninterrupted provision of the Services and BLACK SHEEP BUSINESS COMMUNICATIONS LTD shall be entitled to contract directly with and receive payment directly from such users including any Charges due by the Client to BLACK SHEEP BUSINESS COMMUNICATIONS LTD in terms of this Agreement.

18.3 In the event of a customer terminating their service prior to the contractual period purchased, the customer agrees to pay any remaining rental charges from the date of cancellation to the date the contractual period finishes plus ninety days’ notice period rental. BLACK SHEEP BUSINESS COMMUNICATIONS LTD reserve the right to levy a charge on the remaining period. For example, should three months remain on the contractual period and the service ceases prior to this final date, BLACK SHEEP BUSINESS COMMUNICATIONS LTD reserve the right to levy a single charge of three months collectively.

18.4 In the event of you or the customer cancelling the order once it has been placed, you agree to pay any charges levied by our carriers to us.

19. Agreement & Addendums Amendment

BLACK SHEEP BUSINESS COMMUNICATIONS LTD reserve the right to add to and/or amend the Conditions at any time. Such changes shall be notified to the customer by writing or by email. Changes in this manner shall be deemed to have been accepted if the Customer continues to use the Service after a period of Fourteen (14) days from the date of posting / email receipt.

Specific Conditions on the Provision of VoIP Telephony Services

We will supply the Services with reasonable skill and care.

However, we do not guarantee:

- that the Services will be uninterrupted, secure or error-free; or - that any Data generated, stored, transmitted or used via or in connection with the Services will be complete, accurate, secure, up to date, received or delivered correctly or at all.

We do not provide a back-up of your Data or guarantee the integrity of your Data; however, we will use our reasonable endeavours to provide copies of Data for disaster recovery purposes.

We may have to suspend the Services for repair, maintenance or improvement. If so, we will restore them as quickly as is reasonably possible.

By purchasing our Telephony Services (VoIP) you confirm that you understand that our services: - may not offer all of the features you may expect from a conventional phone line; - may sometimes be unavailable as a result of things over which we have no control, for example, the weather, power disruptions and failures of your internet service provider (ISP) or broadband connection and you understand that in such circumstances all services (including 999/112 public emergency call services) will also be unavailable; - may not connect you to the public emergency service and if we do, may not provide your phone number and location details to the operator if you make a public emergency services call. You will have to provide your location information and phone number verbally to the operator; and - may not offer you the ability to transfer (port) your existing number to an alternative service if your service ends. The Service provided by us is not a Publicly Available Telephone Services (PATS). The Service is subject to different regulatory treatment than a Publicly Available Telephone Services (PATS) and this may limit or otherwise affect your rights of redress before regulatory agencies such as OFCOM in the UK.

Company No: 5814504

1st Floor Meridian House, 5 Longworth Road, Horwich, Bolton, Lancs. BL6 7BA

Tel: 0800 092 5439

BLACK SHEEP BUSINESS COMMUNICATIONS LTD

Code of Practice on Complaint Handling and Dispute Resolution BLACK SHEEP BUSINESS COMMUNICATIONS LTD is an independent company that delivers communications services to business customers. While we may not provide all the component parts of our services ourselves, we do take responsibility for the services delivered to you. So we will liaise with our suppliers to ensure that any problems with their services are resolved promptly.

We make every effort to ensure that our customers are happy with the level of service, and the products and service they receive from us. However, despite our best efforts, things can go wrong. We take customer complaints very seriously and aim to resolve them quickly and efficiently. If you have a complaint about any part of our service, please contact our Customer Service Team using one of the following By phone: 0800 092 5439 (Freephone number) By email: [email protected] By letter: Martin Lloyd, Black Sheep Business Comms Ltd, 1

st Floor Meridian House, 5 Longworth

Road, Horwich, Bolton, Lancashire. BL6 7BA If you telephone, our advisors will ask you about your complaint and seek to resolve the problem while you are on the line. During any discussions we will protect the privacy of the information that we hold on you. To do this we may have to ask you questions to confirm that we are speaking to the right person. If you make your complaint by email or in writing, we will acknowledge receipt, advise how and when we will next respond and provide you with a contact point for checking progress on the resolution of your complaint. We will try to resolve your complaint quickly and efficiently, and to keep you informed at all times. We normally aim to resolve complaints within 10 working days but, depending on the nature of the complaint, this is not always possible. However, If you are not happy with progress in resolving your complaint you can ask the person to whom you are speaking to escalate the matter to their manager, and ultimately to the Managing Director. If we cannot resolve the problem, we will write to you to say so. If it has been more than 8 weeks from the date you first contacted us to complain or you have received a letter from us saying that your complaint has reached “deadlock”, then you may ask for help from

The Office of the Telecommunications Ombudsman (Otelo): PO Box 730, Warrington, Cheshire, WA4 6WU Tel: 01925 430870 or 0845 050 1614 email: [email protected], Website: www.otelo.org.uk

(OTELO) is an independent organisation which is approved by Ofcom to provide an alternative dispute resolution (ADR) service. Ofcom-approved ADR services sort out disputes between communications providers and their consumer and small business customers. Their job is to investigate complaints fairly by listening to both sides of the story. They look at the facts given to them before recommending any action that may be needed to put things right.

Company No: 5814504

1st Floor Meridian House, 5 Longworth Road, Horwich, Bolton, Lancs. BL6 7BA

Tel: 0800 092 5439

Alternatively, if at any time you are not satisfied with the progress of your complaint you can ask us to agree an early referral to ADR (i.e. that we issue a deadlock letter). However, we may decline to do so if we do believe we will shortly resolve your complaint and are taking active steps to do so.

Useful addresses Otelo – PO Box 730, Warrington, Cheshire, WA4 6WU. Tel: 01925 430870 or 0845 050 1614 email: [email protected] Website: www.otelo.org.uk Ofcom - Riverside House, 2a Southwark Bridge Road, London SE1 9HA. Tel: 020 7981 3040 or 0300 123 3333 email: [email protected] Website: www.ofcom.org.uk PhonepayPlus (formerly Icstis)- Clove Building, 4 Maguire Street, London, SE1 2NQ. Tel: 0800 500 212 or 020 7940 7474 Website: www.phonepayplus.org.uk email [email protected]

Telephone Preference Service - DMA House, 70 Margaret Street, London W1W 8SS Tel: 0845 070 0707 Website: www.tpsonline.org.uk

Federation of Communication Services (FCS) - Burnhill Business Centre, Provident House, Burrell Row, Beckenham, Kent BR3 1AT. Tel: 020 8249 6363 email: [email protected] Website: www.fcs.org.uk

This code has been licensed by The Federation of Communication Services Limited 2010

Licence number C-000000

mailto:[email protected]

http://www.otelo.org.uk/


http://www.ofcom.org.uk/

http://www.phonepayplus.org.uk/


http://www.tpsonline.org.uk/


http://www.fcs.org.uk/

BLACK SHEEP BUSINESS COMMUNICATIONS LTD

CODES OF PRACTICE

Including our Code of Practice on Complaint Handling and Dispute Resolution and our Code of Practice for

Premium Rate Services and NTS calls

Part 1 - BLACK SHEEP BUSINESS COMMUNICATIONS LTD Code of Practice on Complaint Handling and Dispute Resolution for Small Business Customers.

Introduction to our company and services

BLACK SHEEP BUSINESS COMMUNICATIONS LTD is an independent company that delivers communications services to business customers. While we may not provide all the component parts of our services ourselves, we do take responsibility for the services delivered to you. So we will liaise with our suppliers to ensure that any problems with their services are resolved promptly.

Purpose of this Code of Practice

This code informs you about our products, services, and customer-care policies. Our code of practice on complaint handling and dispute resolution has been approved by Ofcom, the independent regulator for the UK communications industries for the purposes of section 52 of the Communications Act 2003. This Code of Practice is published on our website at www.blacksheepzone.com . Additional copies are available on request and free of charge to any small business customer.

How to contact us

Please contact our Customer Support Desk:-

From - 8.30am until 5pm Monday-Friday (A Voicemail service Operates Out of hours and Sat / Sun)

By phone 0800 092 5439

By email: [email protected]

By fax on: 0844 579 6790 Website: www.blacksheepzone.com

By letter: Black Sheep Business Communications Ltd, 1st Floor Meridian House, 5 Longworth Road, Horwich, Bolton, Lancashire BL6 7BA.

Our commitment to you

We are committed to giving you the highest quality of customer service. When we purchase our services from wholesale providers, we choose those providers carefully to ensure that you get a high-quality service. We make every reasonable effort to supply services that satisfy your requirements. We work to all relevant laws and regulations.

Our products and services

• Landline telephones

• Landline Calls

• CPS – Carrier Pre-Selection

http://www.blacksheepzone.com/



• WLR – Wholesale Line Rental

• ISDN – digital telephone lines

• Broadband access

• VoIP & IP telephony services

• Non-geographic numbers

• Intelligent Call Routing

• Internet

• Mobile telephone and data services

• Equipment and maintenance service

For more details on any of our products and services, or to place an order immediately, please contact our Customer Support Desk on 0800 092 5439.

Marketing We work to the principles in the British Code of Advertising, Sales Promotion and Direct Marketing, which are set out on the website www.cap.org.uk

Terms and conditions

When you subscribe to a service from BLACK SHEEP BUSINESS COMMUNICATIONS LTD, we will send you our Standard Terms and Conditions and ask you to sign a contract, if applicable. If you have any questions, please phone our Customer Support Desk on 0800 092 5439. We may carry out a credit check as part of our assessment procedures.

Where applicable, the minimum contract term for our services is 30 days. We aim to provide services within three working days of your original request, subject to the availability and installation of any equipment and, where appropriate, lines to your premises. If we need to carry out a survey of your premises or lay additional cabling, we will inform you of the revised timescales as soon as we can.

Cancellation

If you decide to cancel your order or agreement before we have provided the services, you may do

so without charge within ten working days after your order is placed. After ten working days we will charge you an administration fee as set out in your contract. If you wish to terminate your contract

within the minimum term of three months, call our Customer Support Desk 0800 092 5439 we will charge you a fee as set out in your contract. After the minimum term you can cancel any service by calling our Customer Support Desk on 0800 092 5439, giving us three months’ notice.

Faults and repairs

Please call our Customer Support Desk on 0800 092 5439 if you experience a fault with any of our services. We aim to have this investigated and repaired within five days.

Service levels, Compensation and Refund Policy

Our policy is to assess each claim on a case by case basis. We aim to investigate any claims and respond within ten working days. Any refunds that are due will be credited to the next month’s invoice

Please Note: We do not set any operational service levels in respect of:

Activation of a new service

Restoration following loss of service

Keeping a pre-agreed engineer appointment

http://www.cap.org.uk/

We do not offer compensation payments in any circumstances for failure to meet the service levels listed above

Price lists

Our pricing structure is available from our Customer Support Desk on 0800 092 5439 and via our website www.blacksheepzone.com . We will write to you in advance if we change the pricing structure on your products and services.

Billing

We will bill you monthly.

You can choose to pay us via a range of options including cheque and direct debit. These are agreed at the start of your contract. If you wish to change your method of payment at any time, please call our Customer Support Desk.

We provide free itemised bills as part of our service to you.

If you have difficulty paying your bill, please contact us on 0800 092 5439 and we will try to arrange a different method of payment. We will do all we can to help our small business customers to manage their bills and avoid disconnection.

If you are moving home or office

Please call our Customer Support Desk on 0800 092 5439 no later than 25 working days before your move date. We will amend your account and billing requirements as necessary. We will endeavour to offer you the same telephone number to minimise disruption but please note that for geographic numbers this is not always possible.

Number porting

BLACK SHEEP BUSINESS COMMUNICATIONS LTD recognise that keeping your existing telephone numbers may be important to you. If you move your business to us and wish to keep the

number that you have with your old provider, we will arrange it if you ask us. We will work with you

to ensure that the services are switched over at a convenient and appropriate time. For more information, please call our Customer Support Desk on 0800 092 5439.

Directory Entries

You are entitled to a Directory Enquiry listing (including an entry in the Phone Book) for both your fixed and mobile telephone numbers. If you do want your details included, please contact our Customer Support Desk on 0800 092 5439.

Complaints

We make every effort to ensure that our customers are happy with the level of service, and the products and service they receive from us. However, despite our best efforts, things can go wrong. We take customer complaints very seriously and aim to resolve them quickly and efficiently. Our Code of Practice on Complaint Handling and Dispute Resolution explains how customers can complain. The code also provides information on we deal with complaints and your right to take unresolved complaints to Alternative Dispute Resolution. You can find a copy of our Complaints Code on our website at www.blacksheepzone.com. Alternatively, copies are available free of charge and on request from our Customer Service Team on 0800 092 5439.

Nuisance calls


We take the problem of nuisance calls and malicious communications very seriously. We tackle it by working closely with the police and others in the communications industry. If you have been a victim of this activity, please call the Customer Support Desk on 0800 092 5439 to report the incident and for information on how to deal with it.

We encourage parents to register the mobile phones of their children and take responsibility for all customer care enquiries.

Services for people with special needs

We are committed to helping all our customers to communicate easily. We offer the following

additional services on request for customers who are older or who may have a disability, including:

Copies of bills in larger print

Copies of bills on computer disc

Copies of this Code are available in larger print and other formats on request

Data protection

We comply fully with our obligations under the Data Protection Act 1998.

Part 2 - BLACK SHEEP BUSINESS COMMUNICATIONS LTD Code of Practice for Premium Rate Services

and NTS Calls

Purpose of this Code of Practice

This code informs you about our policies on providing information about Premium Rate Service (PRS) calls and on our charging policy for calls to NTS and PRS numbers.

Premium rate services

Premium rate services (PRS) are telephone numbers that offer some form of information or entertainment that is charged to your phone bill. UK-based PRS numbers are normally prefixed by “09”. 0871 is now also designated as a Premium rate number and subject to PRS regulation. Typical services include TV votelines, mobile ringtone downloads, technical helplines, charity fund-raising and adult entertainment. Charges for these services are made up of two parts, a service charge and an access charge and the total is added to your telephone bill. You will see the service charge advertised by the company providing the service alongside the number and this can be between 7p and £3.60 per minute, or £6 per call or per text (including VAT) for 08 and 09 prefixes. Calls to 118 services can cost up to £15.98 per call plus a £7.99 per minute charge (including VAT). The access charge is kept by us, your phone company. Our access charge for calling these services is shown in our price list, which is available on request from our Customer Services Team on 0800 092 5439 and via our website www.blacksheepzone.com

If you have a problem with PRS, we can help. We can provide advice on checking the telephone number of any PRS charges that appear on your bill and will try to help you identify the premium rate service provider. We can use call barring to restrict access to “09” numbers. Please call our Customer Support Desk on 0800 092 5439 for advice on this. We can give you a factsheet on PRS.

You can also ask for help from the Phone-paid Services Authority (PSA) which is the industry-funded regulatory body for Premium Rate Services. PSA operates a Code of Practice that sets out standards for the operation of PRS. You can use the PSA website at www.psauthority.org.uk to check PRS numbers direct and find contact details for the company in question or to submit a complaint. PSA has


http://www.psauthority.org.uk/

the legal powers to require a provider of PRS to amend its service or promotional material (or both) and can also order refunds and impose penalties on service providers for breaches of the PSA Code. For other ways to contact Phone-paid Services Authority, see the “Useful addresses” section below..

Number translation services

Number translation services (NTS) are based on numbers that are normally prefixed “08”. For example, 0800 and 0808 are used to provide freephone services (some freephone services are also provided on 0500 numbers). Numbers starting 084 are normally used for customer service helplines. 087 numbers are used for information services, technical helplines and telephone banking. They are also used by organisations to help them provide call-management features such as intelligent call routing and fax-to-email services. Numbers starting 087 are also designated as Premium Rate numbers and subject to PRS regulation when they cost 7p per minute or more. Personal numbers prefixed 070 are also used for providing NTS such as “follow me” type services. Charges for calling services on NTS numbers are made up of two parts, a service charge and an access charge and the total is added to your telephone bill. You will see the service charge advertised by the company providing the service alongside the number and this can range from free up to 13p per minute or per call (including VAT). The access charge is kept by us, your phone company. Our access charge for calling these services is shown in our price list, which is available on request from our Customer Services Team and via our website. We can also give you a factsheet on NTS.

If you are unhappy with the help you have received from us on a problem with PRS or NTS, please contact Martin Lloyd Tel 0800 092 5439 or email [email protected], who has responsibility for compliance with our code of practice for PRS and NTS. You may also complain using the complaints procedure set out in this code including, ultimately, referring your complaint to Otelo.

Internet diallers

If you use the Internet via a dial up connection, it is possible for software to be placed on your computer without you knowing - using the same methods as for computer viruses. This type of software (known as Internet or rogue diallers) can then make calls to PRS and NTS numbers without your knowledge. Software is available to detect this activity and we can help you to access this - please contact our Customer Services Team for details. Phone-paid Services Authority has been given responsibility for policing this type of activity and you can contact them via www.psauthority.org.uk to ask for help or to report examples of this type of abuse. For other ways to contact Phone-paid Services Authority, see the “Useful Addresses” section below. We can also help by barring calls to 09 numbers.

The Telephone Preference Service

If you don’t want to get sales and marketing calls you have not requested, you can add your details to a list run by the Telephone Preference Service (TPS). If your number is on the list, it is illegal for a company to call you for marketing purposes. You can contact the Telephone Preference Service via www.tpsonline.org.uk or by telephoning 0845 070 0707.

Useful addresses

The Ombudsman Services - 3300 Daresbury Park, Halton, Cheshire, WA4 4HS. Tel:0330 440

1614 email: [email protected] Website: www.ombudsman-services.org

Ofcom - Riverside House, 2a Southwark Bridge Road, London SE1 9HA. Tel: 020 7981 3040 or 0300 123 3333 email: [email protected] Website: www.ofcom.org.uk





http://www.ombudsman-services.org/



Phone-paid Services Authority - 40 Bank Street London, E14 5NR Tel:0800 500 212 or 020 7940 7474 email: [email protected] Website:www.psauthority.org.uk

Telephone Preference Service - DMA House, 70 Margaret Street, London W1W 8SS Tel: 0845 0700707 Website: www.tpsonline.org.uk

Federation of Communication Services (FCS) - Burnhill Business Centre, Provident House, Burrell Row, Beckenham, Kent BR3 1AT. Tel: 020 8249 6363 email: [email protected] Website: www.fcs.org.uk

This code has been licensed by The Federation of Communication Services Limited 2017

Licence number 002408

© The Federation of Communication Services Limited 2017






Black Sheep Business Communications Ltd

Code of Practice for Sales and Marketing of Fixed-Line Telephone Services

Introduction and overview

This code of practice sets out how we comply with our regulatory obligations in the sales and marketing

of fixed line telephone services. The code applies to the sales and marketing of our services to domestic

and small business customers and covers all aspects of the sales process. We aim to avoid mis-selling

and misrepresentation by ensuring that you fully understand the services and the terms of the contracts

we offer you.

When selling or marketing our fixed line telecommunications services, we will not:

• Engage in dishonest, misleading or deceptive conduct

• Engage in aggressive sales techniques

• Contact customers in an appropriate way, or

• Engage in “slamming” (transferring a customer’s line without their knowledge or consent)

All our sales and marketing staff and agents are briefed on this code and we routinely monitor

compliance with it. If you feel that any representative of Black Sheep Business Comms Ltd has breached

the terms of the code, please report your concerns to Martin Lloyd (Tel 0800 092 5439, 1st Floor Meridian

House, 5 Longworth Road, Horwich, Bolton, Lancs, BL6 7BA, [email protected] ) who has

responsibility for compliance with this code, and for handling associated complaints.

Copies of this code are available free of charge in various formats on request, including via our

website www.blacksheepzone.com. The code has been prepared in line with guidelines published by

Ofcom, the industry regulator, in December 2009 and set out in General Condition 24. The General

Conditions of Entitlement (part of the Communications Act) can be found on the Ofcom website and we

will provide you with a copy of General Condition 24 on request.

Sales, marketing, advertising and promotional activity

We advertise and promote our services by various methods. In all cases, we act responsibly and try to

comply with relevant legislation.

We will respect your wishes if you have registered with any relevant preference service, including the

Mailing Preference Service, the Telephone Preference Service, the Fax Preference Service and the E-mail

Preference Service.

All our advertising and promotion activity keeps to the principles of the British Codes of Advertising and

Sales Promotion. In addition, we ensure that advertising and promotional literature is clear,

unambiguous, accurate and fair, does not contain false or misleading information about price, value or

service and does not belittle other companies.

Customer contact

Our sales staff are given clear guidelines on contacting residential customers at home, particularly

during the hours of darkness. They must not visit you before 8am or after 8pm, and must not telephone

before 8am or after 9pm, unless you ask them to.

Representatives involved in face-to-face sales and marketing have identity cards or badges that clearly

display our company name and the representative’s own identification number. The identity badge also

displays the representative’s name and photograph and a date showing the validity of the card.

Information on the card is clear and easy to read without close examination.



On making contact, our representatives will immediately identify themselves, state our company name,

the purpose of the call and how long it should take. If visiting or meeting in person, they will show you

their identity card.

Our representatives are trained to be courteous, to use appropriate language and to offer clear and

straightforward explanations. They must offer only factual and accurate information about our services

and contracts and must not misrepresent our services or those of other companies. They must check

that if you enter into a contract you fully understand the terms and are sure that this is what you want to

do.

Our representatives will not abuse the trust of vulnerable customers, for example people who are elderly

or who have special needs, or whose first language is not English.

When visiting sheltered housing, nursing homes or residential care facilities, our representatives will

make contact with the warden or other person in authority before approaching a customer.

We will not aim sales or marketing activity at people who are under the legal age for entering into

contracts.

Our representatives will cease contact with anyone who indicates that the contact is inconvenient,

unwelcome, inappropriate or too long. At your request, the discussion will be ended immediately and, if

making a doorstep call, the representative will leave your premises immediately.

To ensure we maintain these standards, we keep the records of our sales and marketing activity for at

least six months. Records include the date and the approximate time of the contact with you. To help us

deal with any complaints or queries, all such records clearly identify the salesperson(s) who made the

call or visit.

Entering into a contract (information at point of sale)

We check that the person entering into a contract with us is authorised to sign a contract for services

and be responsible for bills at the premises in question.

Our order forms and contract forms are designed to ensure that you understand that you are entering a

contract.

We will tell you that you have the right to change your mind during the switchover period and that there

is no cost for cancellation during this period.

In all cases we will give you the following information:

* Confirmation of our company’s identity and full contact details;

* A description of the service you have chosen, including how it works

* The costs and charges including any minimum contract charges and early termination charges

* Arrangements for providing the service, including how we deal with the order and, as accurately as

possible, when it is likely to start;

* Your right to cancel and how to use it;

* Your right to early termination

* How long the charges will remain valid; and

* The minimum period of contract, and minimum contract charges, if any.

Our representatives have a full summary of our tariffs, which you can ask to see.

If our representative meets you in person, they will give you the information in writing. When you sign an

order form, or enter into a written contract, you will also get a copy of the order form or contract, as well

as information about any after-sales services or guarantees and arrangements for ending the contract.

You will get this information at the same time as you sign, or within 5 working days, unless you received

it in writing before signing the contract.

Orders placed with us by distance-selling methods (such as phone, fax or internet) comply with distance-

selling regulations. As with order forms, our telephone scripts are designed to ensure that you

understand that you are entering into a contract and will be sent the information detailed above.

In the case of internet orders, a well signposted and easy-to-see hyperlink to this information is

prominently displayed and the information is readily available for downloading and printing.

Regardless of our method of selling, you may cancel orders and end contracts by telephone, in writing,

by fax or by e-mail to Martin Lloyd, (Tel 0800 092 5439, 1st Floor Meridian House, 5 Longworth Road,

Horwich, Bolton, Lancs, BL6 7BA, [email protected])

Contract review

Our procedures are designed to minimise the risk of errors or mis-selling on our part when taking orders

or making contracts during face-to-face or telephone selling.

We confirm orders by sending a “notification of transfer” letter to the customer in accordance with the

industry-agreed process. The letter, which is clearly dated, gives details of the transfer, including the

date of transfer, and information on any services and features which may be affected by the transfer. The

letter also provides contact details for any questions.

We contact all customers entering into a new contract to confirm that you understand that you have

entered into a contract, are happy to proceed with the contract and are content with the way in which we

conducted the sales and marketing.

This check is generally incorporated into the order confirmation letter but is always completed no more

than 5 working days after a contract is agreed. Where we contact you directly, this is done by a person

not involved with our sales and marketing activities, who will tell you who they are.

The letter may be sent electronically if you have applied online and have confirmed online that you wish

future correspondence to be sent electronically.

We will terminate the contract without charge or other penalty to you if we find that you did not

understand the contract or it was not what you intended or if it was finalised before the expiry of the

switchover period, and you wish to cancel.

We keep our contract procedures under review and take steps to prevent the recurrence of any problem

identified through audit (see below).

Record retention

We keep all records of sales and marketing of fixed line telephone services for a minimum of six months.

Audit (reviews)

We carry out regular audits of the systems, procedures and documents we use in sales and marketing.

Customer complaints procedure

Complaints about sales and marketing are dealt with under the procedures set out in our Code of

Practice for Complaint Handling which sets out how you may complain, and this includes complaints


about Black Sheep sales and marketing. It specifies what to do next if you believe the complaint has not

been dealt with satisfactorily.

You should first direct your complaint to Black Sheep. If we cannot resolve the complaint to your

satisfaction, you may contact (Otelo). You can also ask for advice from your local Trading Standards

Department or Citizens Advice Bureau.

Status of this code

Compliance with this code does not guarantee that it complies with any other legal requirement.

Non-compliance with this code does not affect the validity of any contract between the company and the

consumer, unless the law states otherwise.

Useful addresses

The Ombudsman Services, 3300 Daresbury Park, Halton, Cheshire, WA4 4HS. Tel:0330 440 1614 email: [email protected] Website: www.ombudsman-services.org

Ofcom - Riverside House, 2a Southwark Bridge Road, London SE1 9HA. Tel: 020 7981 3040

email: [email protected] Website: www.ofcom.org.uk

Direct Marketing Association - DMA House, 70 Margaret Street, London W1W 8SS Tel: 020 7291

3308 www.dma.org.uk

Federation of Communication Services (FCS) – Burnhill Business Centre, Provident House, Burrell Row,

Beckenham, Kent BR3 1AT. Tel: 020 8249 6363 www.fcs.org.uk

If you wish to find details of your nearest Citizens Advice Bureau or Trading Standards department you

can search on the following websites

Citizens Advice – www.citizensadvice.org.uk

Institute of Trading Standards Administration – www.tradingstandards.gov.uk

This code has been licensed by The Federation of Communication Services Limited

2007

Licence Number 005550

Published September 2007. Correct at the time of printing.


http://www.ombudsman-services.org/



http://www.dma.org.uk/


http://www.citizensadvice.org.uk/

http://www.tradingstandards.gov.uk/

© The Federation of Communication Services Limited 2007

“Fixed line telecommunications services” means narrowband calls and lines services provided to

domestic and small business customers by means of indirect access, carrier-preselection, wholesale

line rental or wholesale calls.

“Domestic and small business customer” means a customer or potential customer for the services who is an individual or an undertaking for whom fewer than ten individuals work (whether as employees or volunteers or otherwise).

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