1.1 These terms and conditions (“Conditions”) govern how we, GHM Communications Limited (together with its subsidiaries from time to time) whose registered office address is 8 King Edward St, Oxford OX1 4HL (“GHM”) will provide to you, the customer as specified on the front of these Conditions or as mentioned in any of the Order forms (“Customer”, “You”, “Your”) the Deliverables which consist of the Equipment, Network Services, IT Support Services and Maintenance Services.
1.2 These Conditions contain provisions which are specific to Orders for the supply and provision of Equipment (Clause 3), Network Services (Clause 4) and Maintenances Services (Clause 5), as well as General Conditions (Clause 6) which apply to the relationship between You and GHM and are applicable to all Orders, and Protected End User conditions (Clause 7) which apply to Protected End Users only.
2.1 “Add on Order Form” means any Order that refers to a previous Order.
2.2 “Change Order” means a document setting out the proposed changes and the effect that those changes will have on an Order.
2.3 “Charges” means those charges referred to in clause 4.3, 5.2 and 6.2 of these Conditions;
2.4 “Deliverables” means any Equipment, IT Support Services, Network Services or Maintenance Services as specified in an Order.
2.5 “Documentation” means any specifications, technical manuals, user instructions and other literature relating to Maintained Equipment and supplied to You.
2.6 “Equipment” means any hardware and/or software purchased or leased by You in an Order for equipment any Add on Order Form.
2.7 “IP Right” means any copyright, patent, registered design, trademark or other intellectual property right (or applications therefore) of whatever nature subsisting anywhere in the world.
2.8 “IT Support Charges” means the charges to be paid by You to GHM for IT Support Services.
2.9 “IT Support Services” means the provision by GHM of services to You as se described in the Order for IT Support Services.
2.10 “Lease” means a finance agreement entered into by and between the Customer and either a third party finance provider or GHM’s in-house finance facility in respect of the Order for the supply of the Equipment.
2.11 “Maintained Equipment” means all hardware and equipment to be supported by GHM (as set out in an Order for Maintenance Services) which for the avoidance of doubt will not include Mobile Equipment.
2.12 “Maintenance Charges” means the charges to be paid by You to GHM for Maintenance Services.
2.13 “Maintenance Services” means the provision by GHM of services to You as described in an Order for Maintenance Services.
2.14 “Master Agreement” means these Conditions together with any Orders as entered into by GHM and You from time to time.
2.15 “Minimum Term” means the minimum term as stated in an Order.
2.16 “Mobile Equipment” means any Equipment designed or adapted to be capable of being used while in motion through which GHM is able to provide, and the Customer using the Mobile Equipment is able to receive, Network Services.
2.17 “Network Services” means:
(i) the provision of the telecommunication network services or wireless telegraphy set out in an Order for Network Services; and
(ii) the provision of requisite hardware “Network Services Equipment”; and
(iii) any other services within the nature of the Network Services which You request and GHM agree to provide during the continuation of the Master Agreement.
2.18 “Not-For-Profit Customer” means a Customer which is a body for which no more than 10 individuals work (whether as employees or otherwise but excluding volunteers) and which, by virtue of its constitution or any enactment:
(a) is required (after payment of outgoings) to apply the whole of its income, and any capital which it expends, for charitable or public purposes; and
(b) is prohibited from directly or indirectly distributing among its members any part of its assets (otherwise than for charitable or public purposes);
2.19 “Order” means an order placed by You under these Conditions for the supply by GHM of Equipment and/or Network Services and/or Maintenance Services and/or IT Support Services which shall be governed by the conditions to these Conditions which will include any Add on Order Form. Orders may be placed on GHM’s standard Order forms, email, on-line, fax or by letter subject always to the application of these Conditions. Except as set out in Condition 5.1 for amendments to Maintenance Service Orders, any additional requirements (“Additions”) to those originally specified on an Order and ordered by You during the term of an Order shall constitute a separate Order which shall be governed by the Conditions of these Conditions; for the avoidance of doubt therefore, these Additions shall be treated as stand-alone Orders in all respects including but not limited to any Minimum or Revised Term as specified in Conditions 4.4 and 4.5.
2.20 “Protected End User” means a Customer who is a Small Business or a Not-For-Profit Customer.
2.21 “Rental Order” means an order for rental of Equipment as agreed by GHM from time to time.
2.22 “Site” means the Customer’s premises as set out in an Order
2.23 “Small Business” means a business for which not more than 10 individuals work (whether as employees or volunteers or otherwise), but who is not himself a Communications Provider or as otherwise determined by Ofcom from time to time.
2.24 “Technology Fund” means a credit in the amount set out in an Order which You shall be entitled to utilise against the cost of other services and/or equipment from GHM.
3. Sale and Lease of Equipment (applicable to any Order for Equipment):
3.1 The price for any sold Equipment and its installation shall be as set out in an Order for the supply of Equipment. A deposit may be required. The balance of all accounts is due for payment on completion of the installation of Equipment, unless you have been granted a thirty (30) day credit account. Interest charges for late payments may be levied in accordance with Condition 6.7.
3.2 GHM shall use reasonable endeavours to supply Equipment on or before the mutually agreed delivery date and shall not be liable for any loss or damage direct or indirect occurring as a result of delay in delivery of the Equipment. You shall not be entitled to delay or refuse to accept delivery and/or installation under any circumstances.
3.3 GHM can only accept cancellation of an Order for the supply of Equipment by You if GHM receives written notification at least thirty (30) days prior to the mutually agreed delivery date or if no such delivery date has been agreed, within 14 days from the date of the relevant Order.
3.4 If the Order shall become impossible to perform in whole or in part for any reason whatsoever beyond GHM’s reasonable control GHM may rescind the Order immediately.
3.5 You shall ensure that the premises at which the Equipment is being installed are in a proper condition for such installation and shall make available to GHM free of charge all such light, heat, air, electric power and other necessaries as may be required for the installation and preparation of the Equipment.
3.6 Title to the Equipment
3.6.1 Title of the Equipment shall only pass to You upon payment in full of the total Order price and of all other sums whatever due from You under these Conditions save for in the event of a leasing arrangement under which title to the Equipment shall not pass to You at any time.
3.6.2 Until full payment is made, GHM will remain the owner of the Equipment and You will have possession of the Equipment at Your risk as GHM’s bailee.
3.6.3 Until title to the Equipment has passed to the Customer, the Customer shall:
(i) store and keep the Equipment separately from all other goods held by You so that they remain readily identifiable as GHM’s property;
(ii) not remove, deface or obscure any identifying mark on or relating to the Equipment;
(iii) maintain the Equipment in satisfactory condition and keep it insured against all risks for its full price from the date of delivery; and
(iv) notify GHM immediately if it becomes subject to any of the events listed in Condition 3.6 and shall keep the Equipment in such a way as to enable it to be identified as GHM’s property.
3.6.4 GHM reserves the right to repossess any Equipment for which payment is overdue. For this purpose, You hereby grant GHM the right of access to its servants and agents to enter upon all or any of Your premises with or without vehicles during normal business hours. The right shall continue to subsist notwithstanding the termination of these Conditions for any reason and is without prejudice to any of GHM’s accrued rights hereunder or otherwise.
3.7 Warranty on installed equipment
3.7.1 GHM warrants that following installation any installed Equipment shall be in good working order and condition and in conformance with any agreed specification (as set out in the Order, if any). As further set out in Condition 6.9 except for this warranty, all conditions or warranties which may be implied in relation to the Equipment’s description, satisfactory quality or fitness for purpose are expressly excluded to the maximum extent permitted by law.
3.7.2 During a period of seven (7) days following installation GHM will at its option replace, repair or make good any faults or defects that may arise in the installed Equipment free of charge to You; or if it is unable to do so it will refund the price of the Equipment to You.
3.7.3 Following expiry of the period referred to in Condition 3.7.2 You will be expected to enter into a Maintenance Agreement with GHM in respect of the installed Equipment, but if You fail to do so GHM’s sole liability will be to use reasonable endeavours, at Your expense, to pass onto You the benefit of any warranty offered by the manufacturer and/or supplier of the installed Equipment where permitted under the terms of such warranty.
3.7.4 GHM’s obligations pursuant to Condition 3.7.1 are subject to the following conditions and limitations and GHM shall accordingly be under no liability in respect of:
22.214.171.124 defects in the installed Equipment arising as a result of any modification or repair carried out by You;
126.96.36.199 use of the installed Equipment other than in accordance with GHM’s and/or manufacturer’s operating instructions or in any improper way;
188.8.131.52 any defect caused by Your or any third party’s negligence or default; or
184.108.40.206 the installed Equipment if the total price owing to GHM has not been paid by the Customer in full on or before the due date for payment.
3.7.6 For certain items of Equipment GHM may (at its sole discretion) make available a faulty handset exchange program whereby certain items of Equipment supplied maybe exchanged with the manufacturer should such Equipment develop a fault during the 24 months following its supply by GHM (the “Program”). Where the Program is offered, GHM will need to be provided with remote access to the Equipment to perform a diagnostic check to determine whether a manufacturer fault exists and You shall procure that such access is provided. If there is or appears to be a manufacturer fault then GHM will confirm what Equipment or part of the Equipment (as the case may be) will be exchanged and will arrange for the equipment to be returned to GHM’s cost. If, following an inspection of the Equipment after any such exchange, GHM discovers that the fault was in fact caused by You then You shall pay to GHM the cost of any replacement Equipment.
3.8 Lease of Equipment
3.8.1 The price for the Lease or purchase payment plan of the Equipment and the price for its installation shall be as set out in the Order for the supply of Equipment. In the event that the Equipment is subject to a Lease, the terms of that Lease shall, in the event of conflict with these Conditions, prevail, provided always that should such Lease become void or unenforceable for whatever reason, these Conditions shall remain in full force and effect.
3.8.2 The supply of leased Equipment shall commence upon the delivery of the Equipment to You and shall continue for the term as specified in the Order for the supply of Equipment or the term as specified in a Lease (“the Term”), unless earlier terminated as set out in Condition 3.15.
3.9 You shall forthwith upon delivery of the Equipment to Your premises (and until title passes to You pursuant to Condition 3.6 insure the Equipment for its full replacement value against all risks comprised in a contents policy including but without prejudice to the foregoing loss by fire, theft or malicious or accidental damage.
3.10.1 In the event You wish to terminate the services supplied under the Order prior to the expiration of the Term and GHM (in its sole discretion) elects to accept such notice You shall provide thirty (30) days’ notice in writing (“Early Termination”). In the event of such Early Termination You shall be liable to pay to GHM 40% of the total Order price which would have been payable in respect of the relevant Equipment Order price being terminated or attempted to be terminated during each month outstanding during the remainder of the Term by way of assessed liquidated damages (“Termination Fee”). GHM is entitled to set-off any amount of deposit paid and held by GHM on Your behalf towards the Termination Fee.
3.10.2 In the event of Early Termination of an Order for which the price has been stated or prior to Early Termination the parties have financed the supply of the Equipment through a Lease and where the Order price has been stated or prior to Early Termination, the parties have agreed the supply of Equipment through a Lease and where the Order price has been stated, GHM will promptly notify You in writing of the Order price against which the Termination Fee shall be payable in accordance with Condition 3.10.1.
3.10.3 GHM may terminate the Equipment Order (in whole or in part) by providing You with thirty (30) days’ notice and, in this event, You shall not be liable for any Termination Fees.
3.10.4 On termination or expiry of the Order, the following shall apply
(i) any sums properly due from one party to the other will become payable within thirty (30) days of termination (including Termination Fees if applicable);
(ii) You shall cease using the Equipment and return all Equipment within seven (7) days in the same working condition (fair wear and tear commensurate with the age and application of the Equipment excepted) as at the start of the Term; and
(iii) each party will, on request, promptly return to the other all confidential information and other property belonging to the other which is in its custody or control or will destroy such confidential information and certify such destruction to the other party.
4. Network Services
4.1 All Network Services are supplied utilising the telephone lines, cabling, equipment and machinery of such third party telecommunication service provider “Service Provider” as GHM may from time to time select.
4.2 You shall provide to GHM any PAC or other codes or authorisations that may be required by GHM or any third party in order to provide the Network Services. The Customer acknowledges that GHM cannot provide the Network Services until such PAC or other codes or authorisations are provided, and GHM shall not be liable for any loss or damage suffered by You in respect of any delay in providing the Network Services as a result.
4.3.1 Charges for Network Services will be as specified on an Order for Network Services or (where there is no written statement of charging) in accordance with GHM’s rates applicable at the same time as published on its website at www.ghmcommunications.com . GHM shall be entitled to vary the provisions of the Order (including for the avoidance of doubt, the charges). GHM will provide to the Customer thirty (30) days’ notice in writing of any such variation or, where the variation arises due to changes imposed by third party suppliers or a regulatory body, as much notice as is reasonably practicable subject to your right of termination in the circumstances referred to in Condition 4.8 and Condition 4.9, as applicable.
4.3.2 You are responsible for all charges in respect of the supply of the Network Services to the telephone numbers nominated by You for use. All persons using the Network Services are deemed to be authorised by You and You must pay all charges arising from use of the Network Services whether or not arising from misuse or unauthorised use of your telephone system.
4.3.3 Charges for Network Services will be calculated by sole reference to the data and records maintained by GHM.
4.3.4 All charges for Network Services payable by You will be shown on a monthly statement issued by GHM (“Account”). Any allegation as to manifest error in an Account must be notified in writing, sent by recorded delivery, by You to GHM within thirty (30) days of the date of the applicable Account. GHM will investigate with all good faith any allegation of manifest error in an Account and shall inform You of the outcome of such investigation. Any refund of any charges wrongly debited to You shall be made only where GHM accepts manifest error, and will be paid by way of credit to your next following Account.
4.3.5 Where GHM is required to install Equipment in order to provide Network Services You will pay to GHM any installation charge shown in the Order for Network Services or any installation charge which may be levied by a Service Provider, which is a one-off charge payable by You on or before the installation date.
4.3.6 You agree to pay GHM the total sum shown in any and all Account(s) within fourteen (14) days of the date of such Account. In the case of delayed payment in addition to its remedies specified in Condition 6.7 GHM are entitled to require payment from You of a deposit against your liability under these Conditions as a condition of the continuation of the Network Services.
4.3.7 You will make payment in respect of Accounts by direct debit to such bank account nominated for such purpose as GHM shall direct, on written request by GHM.
4.3.8 If the Network Services include any free call allowance, any “unused” minutes will not be carried forward to any subsequent Account unless otherwise specified in writing between GHM and You and GHM have no liability to compensate You in respect of any free call allowance not used by you.
4.3.9 You shall remain liable for all charges levied in accordance with these Conditions during any period of suspension arising from the circumstances described in Condition 4.9.
4.3.10 Where an extension billing option has been requested, GHM will use reasonable endeavours to provide the extension information. GHM shall not be liable to You if the extension information is not available for whatever reason.
4.3.11 Subject to Condition 4.6, YOU ACKNOWLEDGE THAT YOU ARE LIABLE FOR ALL DATA ROAMING CHARGES AND DATA USAGE CHARGES WHETHER AUTHORISED BY YOU OR OTHERWISE. You agree that if there is any excess use of data roaming or data usage which exceeds any limit on download or any applicable fair data use policy, that You shall be liable for all such excess charges, which shall be charged at GHM’s standard rates available at such time.
4.3.12 You acknowledge that in order for GHM to comply with its obligations under the Regulation (EU) No 531/2012 of the European Parliament and of the Council of 13th June 2012 on Roaming on Public Mobile Communications Networks within the Union (“EU Regulations”) whereby GHM has an obligation to notify You once You reach the allowable limits of data roaming as set out in the EU Regulations (“Notice”) and that You agree that You do not require such Notice in order to continue receiving data services. You and GHM may also agree a suitable financial limit to such data on the Order form. If a financial limit has been set, GHM will only send a Notice to the user if the user exceeds this amount and the user shall have the right to opt-out of such Notice and continue to receive the services.
4.4 Technology Fund
4.4.1 In consideration of You entering into this agreement for Network Services, GHM may agree to make available to You a Technology Fund which shall be used only as a credit against purchases by You from GHM of such other services or equipment that GHM in its sole discretion determines to be eligible for the same.
4.4.2 The Technology Fund shall at all times remain the property of GHM whose only obligations relating to it shall be as set out in the terms of this agreement.
4.4.3 For the avoidance of any doubt the Technology Fund shall cease to be available immediately upon termination of your agreement for Network Services and no use of the Technology Fund may be made by You at any times when any invoice(s) is or are outstanding.
4.4.4 Subject always to Condition 4.4.5, the Technology Fund may only be utilised in the amounts and on the dates specified in an Order or, if none are specified then the amount that may be utilised in each month will be equal to the total value of the Technology Fund divided by the number of months in the Minimum Term (“Monthly Spend”) and any amount of the Technology Fund not used in any month may be carried forward to future months.
4.4.5 In the event that the Agreement is terminated before the end of the Minimum Term Your rights in and to the Technology Fund shall cease immediately and if You have used an amount of the Technology Fund greater than the Monthly Spend multiplied by the number of months between the Commencement Date and the date of termination (an “Overspend”) then You shall pay to GHM on termination an amount equal to any Overspend.
4.5 Conditions of Use
You will not use the Network Services:
4.5.1 For the transmission of any material which is defamatory, offensive or abusive or of an obscene or menacing character; or
4.5.2 in a manner which constitutes a violation or infringement of the rights of any person, firm or company (including but not limited to rights of copyright or confidentiality); or
4.5.3 in a way which is in any way unlawful or fraudulent, or has any unlawful or fraudulent effect; or
4.5.4 in any manner which shall contravene the requirements from time to time of any Service Provider.
4.6 In the event You use the Network Services in any manner as listed in Conditions 4.5.1 – 4.5.4 above, GHM shall have the right to suspend the Network Services immediately.
4.7.1 The term of an Order for Network Services commences from the later date of either:
(i) acceptance in writing by GHM; or
(ii) the date upon which the Network Services are available for use by You; and
continues thereafter until terminated in accordance with provisions of Conditions 4.8 or 4.10.
4.7.2 You shall remain liable for the charges for the Network Services for the minimum term as stated in the Order for Network Services (“Minimum Term”), and thereafter for the Revised Term (as set out in Condition 4.7.3). Where there is no Minimum Term stated in the Order for Network Services the Minimum Term shall mean the period of three (3) calendar months from the commencement date as determined in Condition 4.7.1.
4.7.3 Subject to Condition 7, after expiry of the Minimum Term (and at the expiry of the “Revised Term” as defined in this Condition) the term of an Order for Network Services under this Agreement automatically renews on a rolling basis. This automatic renewal reoccurs at the end of the Minimum Term and the end of the Revised Term (if applicable) until this Agreement is validly terminated by GHM or by You in accordance with Conditions 4.8 or 4.10. This automatic renewal is on the following basis:
(i) if your original Minimum Term was for less than one year, this Agreement renews for a further period equal to the original Minimum Term (“The Renewal Term”) which shall be calculated from the date of expiry of the original Minimum Term or from the date of expiry of the Renewal Term (as the case may be); or
(ii) if your original Minimum was for a period of one year or more, this Agreement renews for a period of one calendar year (“the Yearly Revised Term” together with the Renewal Term both meaning “the Revised Term”) which shall be calculated from the expiry of the original Minimum Term or from the date of expiry of the Yearly Revised Term (as the case may be).
4.8 Termination of Network Services
4.8.1 Either GHM or You may terminate an Order for Network Services by giving to the other not less than one (1) calendar month’s notice in writing, such notice not to expire prior to the end of the Minimum Term or the Revised Term (“Termination Notice”). Any notice received which does not comply with the provisions of this Condition shall be ineffective. If You wish to terminate an Order for Network Services otherwise than in accordance with the provisions of this Condition, You may do so if you agree to pay to GHM:
(i) all costs and expenses incurred by GHM collecting or attempting to collect from You any Equipment that is no longer used; and
if these Conditions includes (as indicated in the Order for Network Services or as may be subsequently agreed in writing between you and GHM) as an element of the Network Services a commitment to use GHM for all call routing, and You cease call routing before the expiry of the Minimum Term (or the expiry of the Revised Term), GHM will levy a charge by way of liquidated damages to be calculated as follows: A x 40% x B
A = the average monthly call spend by You during the previous six (6) months of the Network Services Agreement up to and including the last complete month use of call routing prior to the month within which the date of the Early Termination Notice occurs/You ceasing to use call routing
B = The number of billing months remaining until expiry of the Minimum Term or expiry of the Revised Term (as applicable).
4.9 Suspension of Network Services
4.9.1 GHM may suspend forthwith the provision of the Network Services until further notice without liability to You on notifying you either orally, (confirming the same in writing) or in writing in the event that:
(i) you are in breach of any Condition of these Conditions or otherwise You have failed to pay when due any sum payable to GHM in respect of any other contract or agreement between GHM or any associated company of GHM and You; or
(ii) you prevent or delay prearranged maintenance from being carried out; or
(iii) you are suspected in GHM’s reasonable opinion, of involvement with fraud or attempted fraud in connection with the user of the Network Services; or
(iv) as a consequence of Your use of the Network Services any Service Provider shall notify GHM that Your use of the Network Services is in breach of the term of business imposed by such Service Provider, or otherwise they refuse to transmit telecommunication Network Services originating from You.
4.9.2 Without limitation to the foregoing, GHM may suspend the Network Services if required to do so by any competent authority, if it needs to carry out any maintenance operations, if GHM received notification from the Service Provider of their requirement to suspend the Network Services or if suspension is required for any other reason beyond GHM’s reasonable control.
4.10 GHM’s right to terminate
GHM may terminate these Conditions immediately, if:
4.10.1 any licence required by You to run your telecommunications system and/ or
4.10.2 connect it to the telecommunication system of the Service Provider is revoked, emended or otherwise ceases to be valid and is not immediately replaced by another valid licence; or
4.10.3 GHM, for reasons beyond its control, is unable to continue to provide the Service if the period referred to in Condition 6.10 exceeds one (1) month.
4.11 Upon termination of these Conditions, (however this may arise) You will allow GHM (or those authorised by GHM) to enter the premises where Equipment is installed and retake possession of the Equipment. On entering such premises GHM shall be entitled to undertake all work necessary to remove the Equipment and will not be liable for any damage caused.
4.12 If these Conditions are terminated by GHM under any of the grounds as set out above or if You cease the Network Services at any time during the Minimum Term (which term for the avoidance of doubt where used in this Condition 4.12 includes the Revised Term or You request termination outside the Termination Notice (“Earlier Termination Notice”), You will (without prejudice to any claim for damages by GHM for the breach of these Conditions) pay to GHM:
4.12.1 all sums which have fallen due to GHM up to and including the date of the Early Termination Notice; and
4.12.2 all rental charges which would have been payable by You to GHM from the date of the Early Termination Notice to the date of expiry of the Minimum Term, or the Revised Term, as applicable; and
4.12.3 all standing charges applicable to the provision of the Network Services (at the rate payable immediately prior to the Early Termination Notice) which would have been payable by You to GHM from the date of the Early Termination Notice to the date of expiry of the Minimum Term or the Revised Term, as applicable.
4.13 Network Services Maintenance Terms
4.13.1 GHM will be entitled to enter Your premises at all reasonable times to inspect, and carry out (where necessary) servicing or maintenance of Equipment.
4.13.2 GHM shall be responsible for the cost of all preventative maintenance, and/ or servicing of the Equipment required in the reasonable opinion or GHM.
4.13.3 You will be responsible for the cost (at GHM’s usual charging rates from time to time) for:
(i) all maintenance, loss and damage arising from negligence, default or misuse of Network Services Equipment and/or the Network Services or use for a purpose for which the same was not supplied or otherwise as a consequence of breach of the Conditions of these Conditions by You; or
(ii) any fault, incompatibility or malfunction arising from or associated with use of the Network Services Equipment and/or the Network Services with any other telecommunications system or other computer or communication equipment not supplied or approved by GHM; or
(iii) any other cause beyond the reasonable control of GHM.
4.13.4 GHM shall have the right to charge You at GHM’s usual charging rate for any and all costs incurred where GHM is requested to carry out any maintenance or repair which in GHM’s reasonable opinion is unnecessary or is performed outside GHM’s usual working hours.
4.14 Network Availability
4.14.1 GHM does not warrant the Network Services will be available at any particular time or continuously.
4.14.2 You will immediately notify GHM of any fault in the Network Services including Network Services Equipment. GHM shall use its reasonable endeavours, during GHM’s normal working hours, to remedy such a fault and/or reinstate the Network Services. This may (where this will retain provision of the Network Services) include provision by GHM of an appropriate pre-fix dial code to enter prior to the making of a telephone call and You agree to enter such code until such time as GHM may inform You the Network Services are available for use without the need for such code to be entered.
4.14.3 Where there is a temporary cessation of the Network Services or otherwise a fault which prevents the full use of the Network Services arising as a consequence of a cessation or fault on the part of the Service Provider, GHM shall use reasonable endeavours to claim on Your behalf (upon receiving notification of the fault from You and all the information as GHM may request from time to time in connection with the fault) compensation from the Service Provider. GHM’s liability under this condition shall at all times be limited to the amount of compensation as shall be payable from time to time by the Service Provider in the circumstances as shall have arisen at such time less GHM’s reasonable costs of recovery. GHM shall not incur any liability in respect of charges incurred by You in respect of any alternative telephone facilities implemented as a consequence of temporary interruption in the Network Services nor any liability as a consequence of matters beyond the reasonable control of GHM.
4.14.4 GHM shall not be liable to You for any third party interference (either internal at your premises or external including but not limited to “hackers”) with the Equipment or the Network Services nor as consequence of abuse or misuse thereof.
4.14.5 GHM shall not be liable for the acts or omissions of other providers of telecommunication services unless GHM has been subcontracting such telecommunication services to the third party provider in respect of the performance of GHM’s obligations under these Conditions.
5. Maintenance Services
5.1 Subject to Condition 7 the term of an Order for Maintenance Services commences from the later date of either acceptance in writing by GHM, or the date upon which the Maintenance Services are available for use by You and continues for the initial period of any Order (“Initial Period”) and thereafter for successive twelve (12) month periods (“Renewal Periods”) subject to termination by either party giving not less than three (3) months’ prior written notice to the other prior to the end of the given year period or any subsequent twelve (12) month period. Should You require additional Maintained Equipment to that specified on an Order for Maintenance Services during the term of an Order for Maintenance Services, this will constitute an amendment to the existing Order and You will be charged for the additional items on a pro-rata basis for the remaining term of the Order for Maintenance Services.
5.2.1 Payment of annual Maintenance Charges due from You to GHM shall be made annually in advance from the Initial Period and thereafter upon each anniversary of the Initial Period (subject to Condition 7) except where a separate direct debit mandate is agreed with You for monthly or quarterly payments as the case may be. Any additional sums due shall be paid within thirty (30) days of the receipt of an invoice from GHM.
5.2.2 With effect from the beginning of each anniversary from the Initial Period of any Order, for Maintenance Services, GHM may vary the Maintenance Charges in effect during the previous year. If any annual increase in Maintenance Charges made pursuant to this Condition 5.2.2 exceeds 3% above the rate of inflation as indicated in the Retail Prices Index published by the Government from time to time then You may terminate these Conditions upon thirty (30) days’ notice.
5.2.3 For the avoidance of doubt GHM may invoice You for Maintenance Charges incurred by You during any notice period.
5.2.4 In consideration of the payment by You of Maintenance Charges and any other sums due from You, GHM shall supply the Maintenance Services as described in an Order for Maintenance Services and in consideration of the supply of those Maintenance Services, You shall pay the Maintenance Charges and any other sums due from You subject to the terms set out in Condition 5.2.2.
5.3 Conditions on Maintenance and IT Support
To enable GHM to effectively carry out its obligations under these Conditions You shall:
5.3.1 Make available free of charge such computer and communications facilities, office facilities and services and suitable office space as reasonably requested;
5.3.2 Ensure that Your employees or other independent contractors co-operate reasonably with GHM and its employees;
5.3.3 Immediately notify GHM of any fault affecting Maintained Equipment and to promptly furnish GHM with such information and documents as requested;
5.3.4 Ensure that Agents or independent contractors subject to such employees, agents or independent contractors comply with any Customer health and safety policy notified in writing by You;
5.3.5 Ensure that any IP Rights which GHM is required to use or modify in order to supply Maintenance Services is/are either proprietary to You or properly licenced to You and that GHM is properly authorised to use or modify the IP rights;
5.3.6 Ensure that adequate electrical power is supplied to the Maintained Equipment;
5.3.7 Store and maintain Maintained Equipment in accordance with Documentation and maintain appropriate environmental conditions at the Site;
5.3.8 Keep the external surfaces of the Maintained Equipment clean and in good condition;
5.3.9 Operate the Maintained Equipment strictly in accordance with Documentation and ensure that only competent and trained persons operate the Maintained Equipment;
5.3.10 Not make any addition, modification or adjustment to the Maintained Equipment without the prior written consent of GHM.
5.4 You warrant to GHM that the Maintained Equipment is in good condition and fully operational at the date of the commencement of Maintenance Services.
5.5 Exclusions from Maintenance Services
Maintenance Services does not include any maintenance made necessary by:
5.5.1 fault or defect occurring at Your Site;
5.5.2 use of Maintained Equipment outside its proper use;
5.5.3 accident, fault, act or omission of any person other than GHM;
5.5.4 failure of electrical power, air conditioning, humidity or other environmental controls;
5.5.5 electrical work external to any Maintained Equipment;
5.5.6 damage by vandalism, fire, water or adverse weather conditions;
5.5.7 movement or relocation of the Maintained Equipment not performed by or on behalf of GHM;
5.5.8 furnishing of the Maintained Equipment with accessories or attachments, painting or finishing the Maintained Equipment or removing accessories or attachments;
5.5.9 breach of Your obligations in these Conditions;
5.5.10 equipment, accessories, attachments, machines, systems or other devices not included in an Order for Maintenance Services;
5.5.11 rectification of lost or corrupted data arising for any reason (other than GHM’s own negligence);
5.5.12 changes, alterations, additions, modifications or variations to Your Site; and
5.5.13 diagnosis and/or rectification of problems not associated with Maintained Equipment.
5.6 GHM may agree to supply additional services which are made necessary by any of the matters set out in Condition 5.5 and, in such event You shall be charged for such services in accordance with Condition 5.8.
5.7 GHM reserves the right to withdraw Maintenance Services if the Maintained Equipment is moved, repaired or modified other than by GHM unless You have obtained GHM’s prior written consent. Maintenance Services on such Maintained Equipment shall resume as soon as maintenance acceptability tests have been carried out at the expense of the Customer and satisfied at GHM’s discretion.
5.8 Additional services supplied by GHM at Your request shall be charged in accordance with GHM’s standard rates calculated upon a time and materials basis.
6. IT Support Services
6.1 Subject to Condition 7, the term of an Order for IT Support Services commences from the later date of either acceptance in writing by GHM, or the date upon which the IT Support Services are available for use by You and continues for the Initial Period and thereafter for Renewal Periods subject to termination by either party giving not less than three (3) months’ prior written notice to the other prior to the end of the given year period or any subsequent twelve (12) month period. Should You require additional IT Support to that specified on an Order for IT Support Services during the term of an Order for IT Support Services, this will constitute an amendment to the existing Order and You will be charged for the additional items on a pro-rata basis for the remaining term of the Order for IT Support Services.
6.2.1 Payment of IT Support Charges due from You to GHM shall be made monthly in advance from the commencement of the Initial Period. Any additional sums due shall be paid within 14 days of the receipt of an invoice from GHM.
6.2.2 GHM may vary the IT Support Charges from time to time.
6.2.3 For the avoidance of doubt GHM may invoice You for IT Support Charges incurred by You during any notice period.
6.2.4 In consideration of the payment by You of IT Support Charges and any other sums due from You, GHM shall supply the IT Support Services as described in an Order for IT Support Services and in consideration of the supply of those IT Support Services, You shall pay the Charges and any other sums due from You subject to the terms set out in Condition 5.2.2.
7. General Conditions applicable to all Orders under these Conditions
7.1 These Conditions represents the entire Master Agreement and understanding of the parties and supersedes all prior agreements, negotiations, representations, proposals and understandings, whether written or oral. Each party acknowledges that in entering into the Contract it does not rely on, and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.
7.2 Subject to Condition 7, GHM may vary the terms of these Conditions at any time and without Your consent to the fullest extent permitted at law. You may only alter and amend these Conditions with the consent of GHM, such alterations and amendments shall be in writing and signed by both parties.
7.3 No waiver of any breach of the other party’s obligations hereunder shall represent a waiver of the waiving party’s rights hereunder or of any subsequent breach.
7.4 All prices quoted are exclusive of value added tax.
7.5 The time for payment of any monies due under these Conditions shall be of the essence of these Conditions.
7.6 Time for performance of any obligation by GHM shall not be of the essence of these Conditions.
7.7 GHM reserves the right, without prejudice to any other right GHM may have in respect of late payment to charge You interest on any monies due under these Conditions (both before and after any judgement). The interest payment will be calculated on a daily basis from the date of invoice until payment in full is made; such interest to be compounded at a rate of 4% above Lloyds TSB Bank Plc base rate on the first day of each calendar month. Any reasonable debt collection costs incurred by GHM shall also be payable by You.
7.8 Where an extension billing option has been requested, GHM will use reasonable endeavours to provide the extension information. GHM shall not be liable to You, if the extension information is not available for whatever reason.
7.9 Except as expressly provided in these Conditions no warranty, condition, undertaking or term, expressed or implied, statutory or otherwise as to the condition, quality, performance or fitness for purpose of any goods or services (including without limitation Maintenance Services or IT Support Services) provided hereunder will be assumed by GHM and except as expressly provided in this Agreement all such warranties, conditions, undertaking and terms are hereby excluded.
7.10 GHM warrants that it shall perform its obligations relating to Network Services, Maintenance Services and IT Support Services under these Conditions with reasonable skill and care.
7.11 GHM shall not be liable for failure to fulfil these Conditions or any Condition of it if fulfilment has been delayed, hindered or prevented by any circumstances beyond its reasonable control.
7.12 GHM may terminate these Conditions by written notice if any of the following events occur:
7.12.1 If You commit any breach of the Conditions of these Conditions and fail to remedy such breach within thirty (30) days after receiving written notice requiring remedy;
7.12.2 If You become bankrupt or make any arrangement with or for the benefit of Your creditors or (being a company) enter into compulsory or voluntary liquidation or amalgamation (other than for the purpose of a bone fide reconstruction or amalgamation without insolvency) or have a receiver or manager appointed of the whole or substantially the whole of Your undertakings.
7.12.3 An event of force majeure as referred to in Condition 6.11 continues for a period of more than three (3) months.
7.13 Without prejudice to any right of termination GHM shall be entitled by immediate notice to suspend performance of these Conditions upon the occurrence of circumstances specified in Condition 6.12, and these Conditions will in any event be deemed suspended in the event of force majeure.
7.14 Termination or suspension of these Conditions will be without prejudice to any accrued rights or obligations of either party.
7.15 Each party agrees that the price agreed in the order has been discussed, negotiated and agreed between the parties particularly in the context of the limitations of liability contained in Condition 6.16 as well as the other provisions of these Conditions.
7.16 Subject to Conditions 7.17 and 7.18, the liability of GHM in respect of breaches of these Conditions or of any other duty to Customer or for negligence in connection with the subject matter of these Conditions for all or any such matters arising before, during or after the date of these Conditions shall be limited to the following:
7.16.1 for breach in respect of an Order for the supply of Equipment – the price of the Equipment stated on the Order;
7.16.2 for breach in respect of an Order for Maintenance Services – Maintenance Charges paid to GHM in the 12 month period in which the claim arises;
7.16.3 for breach in respect of an Order for IT Support Services – IT Support Charges paid to GHM in the 12 month period in which the claim arises;
7.16.4 for breach in respect of an Order for Network Services – one month’s charges for Network Services (in the month prior to that in which the breach occurred).
7.17 Subject always to Condition 6.18 in no event shall either party be liable to the other for any of the following however and whenever arising:
7.17.1 loss of profits;
7.17.2 loss of sales or business;
7.17.3 loss of agreements or contracts;
7.17.4 loss of anticipated savings;
7.17.5 loss of or damage to goodwill;
7.17.6 loss of use or corruption of software, data or information; and
7.17.7 indirect or consequential loss or damage.
7.17.8 The terms implied by sections 3, 4 and 5 of The Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from these Conditions.
7.18 Neither party excludes or limits liability to the other party for death or personal injury due to their negligence, fraud or fraudulent misrepresentation or any breach of any obligations implied by Section 12 of the Sale of Goods Act 1979 or Section 2 of the Supply of Goods and Services Act 1982 or any other liability that it is unlawful to exclude or limit.
7.19 Customer undertakes fully and effectively to indemnify and keep indemnified GHM at all times against all actions, proceedings, costs, claims, demands, liabilities and expenses whatsoever (including legal and other fees and disbursements) sustained, incurred or paid by GHM directly or indirectly in respect of:
7.19.1 any breach by Customer of any of the provisions of these Conditions or of any law, code or regulation relating to these Conditions; and
7.19.2 work done in accordance with Customer’s instructions involving infringement of any IP Rights of a third party.
7.20 None of the provisions of these Conditions are intended to or will operate to confer any benefit pursuant to the Contracts (Rights of Third Parties) Act 1999 on a person who is not named as a party to these Conditions.
7.21 These Conditions may not be assigned in whole or in part by You without prior written consent of GHM, such consent not to be unreasonably withheld. GHM shall have the right without notice to assign, sub-contract or otherwise deal with all or any of its rights and obligations under these Conditions.
7.22 Any notice given by either party pursuant to these Conditions shall be made in writing and either delivered personally or sent by first class recorded delivery to the party whom the notice is addressed at its address as set out in these Conditions or such other address as one party may specify by notice in writing to the other; in the absence of evidence of earlier receipt notice shall be deemed to have been duly given. Any notice shall be deemed to have been received:
7.22.1 if delivered personally, at the time the notice is left at the proper address;
7.22.2 if sent by first class recorded delivery, at the time recorded by the delivery agent.
7.23 You shall pay and reimburse all legal costs and other costs and expenses which GHM may incur in connection with enforcing its rights under these Conditions, and/or in recovering possession of the Equipment including specifically (without prejudice to the generality of the foregoing) cost and expenses of repossessing, storing and disposing of the Equipment and of engaging an authorised debt collection agency and such charges as GHM shall deem reasonable to cover any costs and expenses of administration incurred by it.
7.24 All Charges (except for those in Condition 5.2) may be subject to an annual price increase (rounded up to the nearest whole pence). Any price increase will be calculated by multiplying each of the Charges individually by i) the annual percentage increase in the Retail Price Index (RPI) published by the Office of National Statistics (ignoring any negative figures), plus ii) 3.9%. The increase will take effect on bills dated on or after 31 March in each year and use the December RPI figure which is published in January of that year. If the RPI figure is negative, GHM will only increase the Charges by 3.9%.
7.25 Subject to Condition 6.26 You may terminate an Order for any of the services under this Agreement within the 30 day notice period provided to You, which will take affect ninety days after Your written notice, if GHM:
7.25.1 introduces revised Conditions and these Conditions adversely affect you in a material way in which event the Conditions then existing will continue to apply during the notice period; and/or
7.25.2 increases the prices and/or tariffs set out in the Charges in respect of that service pursuant to Condition 6.36 of this Agreement and that increase is to the material disadvantage of the Customer (for the avoidance of doubt, any increase in prices and/or tariffs which adhere to the requirements of Condition 6.24 will not give You the right to terminate).
7.26 The right to terminate a service in Condition 6.25.2 above shall not apply where the increases in prices, tariffs, terms or otherwise are made by third party suppliers or a regulatory body, and some or all of those costs are passed on to You. GHM are therefore entitled to pass on those price increases annually in addition to any price increase made in accordance with Condition 6.24.
7.27 A Protected End User may immediately terminate this Agreement within the 30 day notice period, by themselves providing notice, unless those changes relate to Regulatory and/or administrative issues, or are exclusively to their benefit.
7.28 Termination of a service in accordance with Condition 6.25 of the Agreement will not affect the Customers requirement to pay the Charges relating to that service incurred prior to the date of termination, but, in this event, the Customer shall not be liable for any Termination Fees.
7.29 Where you wish to terminate, amend, migrate or cancel any services from time to time, GHM may at their discretion charge you the then applicable administration fee per CLI or end point for this.
7.30 Charges for the services will be as specified on an Order for such services or (where there is no written statement of charging) in accordance with GHM’s rates applicable at the time as published on its website at www.ghmcommunications.com.
7.31 Neither party shall divulge confidential information to any third party except such of its employees, contractors, suppliers and agents as may need to know the same for the purposes of the implementation and/or performance of these Conditions and any Order and in each case who agree to be bound by the provisions of this Condition 6.31.
7.32 Nothing in these Conditions shall create, or be deemed to create a partnership or joint venture between the parties and nothing in the Master Agreement shall be construed to appoint one party as the distributor, dealer or agent of the other.
7.33 The Master Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by, and construed in accordance with the law of England and Wales. Each party to these Conditions irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.
7.34 If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this Condition shall not affect the validity and enforceability of the rest of the Master Agreement.
7.35 Either party may propose changes to the scope of an Order but no proposed changes shall come into effect until a relevant Change Order has been signed by both parties.
7.36 GHM shall be entitled to vary the provisions of these Conditions (including for the avoidance of doubt, the Charges contained in Conditions 5.2 and 4.3). GHM will provide the Customer thirty (30) days’ notice in writing of such variation or, where the variation arises due to changes imposed by third party suppliers or a regulatory body, as much notice as is reasonably practicable subject to your right of termination in the circumstances referred to in Condition 6.25.
7.37 Each party shall comply with Schedule One (Data Protection).
7.38.1 Each party undertakes that it shall not at any time during this agreement, and for a period of five years after termination of this agreement, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party or of any member of the group of companies to which the other party belongs.
7.38.2 Each party may disclose the other party’s confidential information to its employees, officers, representatives or advisers who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under or in connection with this agreement and as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
7.38.3 No party shall use the other party’s confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with this agreement.
8. Protected End Users
8.1.1 If You qualify as a Protected End Customer:
220.127.116.11 The Initial Period for any Maintenance Services that are provided to You as part of a bundle with Network Services or Equipment shall be 24 months, unless you specifically agree to the contrary in your Order; and
18.104.22.168 Your contract for any services will only be renewed upon Your express agreement to renew your Contract, and otherwise will terminate in accordance with the provisions of these Conditions.
Schedule 1 (GHM Data Protection)
Background. GHM. (“Supplier”) and Customer have entered into an agreement for the provision of services (“Agreement”) under which Supplier has agreed to provide Services (as defined in the Agreement) to Customer.
In order to provide such Services, Supplier must process personal data on behalf of Customer. This Data Processing Addendum (the “Addendum”) describes the type and categories of personal data being processed, the purpose of the processing, and the parties’ rights and obligations in relation to it.
(a) Purpose. The Personal Data are being processing to enable Supplier to provide Services to Customer (the “Purpose”). The Parties consider the processing is necessary and proportionate to the Purpose
(b) Categories of personal data. The categories of personal data to be processed by Supplier include: personal and contact details: including names, address, telephone, email address, financial information; details of marketing and communications preferences; and details of an individual’s involvement with Customer.
(c) Points of contact. Supplier has appointed a specified contact to oversee its compliance with this Addendum and act as the point of contact in the event of a breach, data subject request, audit or other issue which arises in relation to the processing.
The point of contact is: Neil McManus, Data Protection Officer, GDPR@ ghmcomms.com, tel: 01865 367111
Security. The technical and organisational measures implemented by Supplier under paragraph 5 of this Addendum to ensure adequate protection of the personal data include (but are not limited to) the following: Management and organisational measures, policies, procedures, audit, access controls, staff training, vetting and physical security measures.
2.1 The words and phrases below have the following meanings in this Addendum:
Data Protection Law
applicable UK laws and regulations protecting the privacy of individuals and their fundamental rights and freedoms in relation to their personal data as amended and updated from time to time (including, from its date of entry into force, the General Data Protection Regulation 2016/679);
the personal data (as defined in Data Protection Law) which is processed by Supplier on behalf of Customer.
2.2 The terms “data subject”, “processor”, “controller”, “processing”, “personal data breach”, “special categories of personal data” (also known as “sensitive personal data”) and “supervisory authority” have the meanings set out in Data Protection Law.
2.3 This Addendum forms part of the Agreement between Supplier and Customer.
3.1 The parties acknowledge that the factual arrangement between them dictates the classification o f each party in respect of the Data Protection Law. Notwithstanding the forgoing, whenever Supplier processes personal data:
3.1.1 Customer will be the controller and Supplier will be the processor in respect of such personal data; and
3.1.2 Supplier shall only process personal data on Customer’s documented instructions (unless required to do so otherwise by European Union or member state law, in which case Supplier shall notify Customer of this beforehand unless prevented from doing so by law) and in full compliance with this Addendum and any obligations imposed on it by Data Protection Law.
4.1 Where the personal data are confidential (whether expressly marked as confidential or not), Supplier shall keep them secret and not disclose them to any third party without Customer’s prior written authorisation (except to the extent disclosure is required by law).
5.1 Taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of processing as well as the risks to the rights and freedoms of natural persons, Supplier shall implement and maintain appropriate technical and organisational measures to ensure a level of security appropriate to the risk of processing. This shall include the following measures (as appropriate):
5.1.1 pseudonymisation and encryption;
5.1.2 Supplier’s ability to ensure the ongoing confidentiality, integrity, availability and resilience of processing systems and services;
5.1.3 Supplier’s ability to restore availability and access to personal data in a timely manner in the event of an incident;
5.1.4 a process for regularly testing, assessing and evaluating the effectiveness of its technical and organisational measures for ensuring the security of the processing; and
5.1.5 providing any assistance Customer reasonably requires (at Customer’s own cost) in order for it to implement appropriate technical and organisational measures to protect personal data.
5.2 In assessing the appropriate level of security to be taken under paragraph 5.1, Supplier will take account of the risks presented by processing, in particular from accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to personal data transmitted, stored or otherwise processed.
5.3 Supplier will ensure that persons (including employees) with access to personal data are made aware of their data protection and security obligations and do not process the personal data except in accordance with Customer’s instructions.
6.1 Customer agrees that, subject to paragraph 6.3 of this Addendum, Supplier may appoint other processors (“sub-processors”) to process personal data on its behalf in connection with the Services.
6.2 Supplier will not use a sub-processor Customer has objected to on reasonable grounds.
6.3 If Supplier engages another processor to carry out specific processing activities on behalf of Customer, Supplier will ensure that the sub-processor:
6.3.1 only does so on the documented instructions of Supplier and that any sub- processors agree to a contract which provides a level of protection for the rights and freedoms of individuals whose personal data is being processed which is at least equivalent to the protection provided in this Addendum; and
6.3.2 provides sufficient guarantees to implement appropriate technical and organisational measures in such a manner that the processing will meet the requirements of Data Protection Law (including the requirements relating to security, integrity and confidentiality), and where that sub-processor fails to fulfil its obligations, Supplier shall remain fully liable to Customer for the performance of those obligations.
7.0 Requests from data subjects and supervisory authorities
7.1 If a data subject makes a request relating to the exercise of his or her legal rights in relation to personal data, Supplier shall (taking into account Customer’s duty to respond to the data subject within 1 month) provide Customer with any assistance Customer reasonably requires in order to facilitate that data subject’s rights, including the following (as applicable under Data Protection Law at the time of such request):
7.1.1 responding to a data subject access request;
7.1.2 erasing personal data in accordance with the data subject’s right to erasure;
7.1.3 allowing the data subject to exercise his or her right to restrict processing;
7.1.4 notifying any persons who have received personal data about any rectification, erasure or restriction of processing which has taken place at the request of a data subject;
7.1.5 providing the data subject with a copy of his or her data in a structured and common electronic format where technically feasible; or
7.1.6 giving effect to the data subject’s rights to object to profiling, automated decision-making and to cease processing for direct marketing purposes.
7.2 Any information and assistance Supplier provides under paragraph 7.1 of this Addendum will be at Customer’s own cost
7.3 Supplier shall also cooperate with any requests to it or Customer by a supervisory authority.
8.0 Personal data breaches and notification
8.1 If Supplier becomes aware of a personal data breach relating to personal data, Supplier shall notify Customer as soon as reasonably practicable upon becoming aware of the breach, describing the nature of the personal data breach, including where possible:
8.1.1 the categories and approximate number of data subjects concerned and the categories and approximate number of personal data records concerned;
8.1.2 the name and contact details of Supplier’s contact from whom more information can be obtained;
8.1.3 to the extent possible, details of the likely consequences of the personal data breach; and
8.1.4 the measures Supplier has taken or proposes to take to address the personal data breach, including, where appropriate, measures to mitigate its possible adverse effect.