Terms and Conditions

LIBERTY SOLUTIONS (SWANSEA) LTD Terms and Conditions
INTRODUCTION
1 Definitions
1.1 The following words have the following meaning:
“The Agreement” means these terms and conditions and the Customer Order Form.
“LIBERTY SOLUTIONS (SWANSEA) LTD” means The LIBERTY SOLUTIONS
(SWANSEA) LTD Partnership.
“LIBERTY SOLUTIONS (SWANSEA) LTD Designated Carrier Network” means
the telecommunications network.
“BT” means British Telecommunications Plc.
“Customer” means the company, partnership, sole trader or other legal entity named
in the Customer Order Form.
“Customer Order Form” means the accompanying document titled Customer Order
Form containing details of the Customer and the Services.
“Data Services” means the Services relating to data as specified in the Customer
Order Form.
“Equipment” means any Equipment supplied by LIBERTY SOLUTIONS (SWANSEA)
LTD to the Customer.
“Line Rental” means rental of the Customer’s ISDN or Analogue line(s) previously
supplied by BT.
“Minimum Term” means the minimum term in the Customer Order Form or, where
applicable, the term specified in a particular section of these terms and conditions.
“MLU Access” means the automatic insertion of the unique LIBERTY SOLUTIONS
(SWANSEA) LTD access code by a unit provided by LIBERTY SOLUTIONS (SWANSEA)
LTD.
“Network Services Plan” means the particular Network Services Plan specified in
the Customer Order Form.
“Owner” means LIBERTY SOLUTIONS (SWANSEA) LTD.
“Preferred Commencement Date” means the preferred date on which that
particular Service is due to commence.
“Services” means the services requested by the Customer as particularised in the
Customer Order Form.
“Site” means the place of business at which the Services and Equipment are to be
provided as specified in this Agreement.
“Software” means any computer programme that was on the Equipment when
supplied or that the Customer received separately.
Headings are inserted for ease of reference only and do not affect the interpretation of
this Agreement.
NETWORK SERVICES
2 Period of Service
2.1 Subject to any other rights of termination in the Agreement, either party may
cancel the provision of the Services at any Site by giving no less than 90 days written
notice to the other party not to expire before the end of the Minimum Term.
2.2 If the customer migrates its call traffic from LIBERTY SOLUTIONS (SWANSEA)
LTD’s network before the expiry of the notice referred to in 2.1, LIBERTY SOLUTIONS
(SWANSEA) LTD reserves its right to invoice an amount equal to the Customer’s
average monthly gross profit multiplied by the number of months remaining in the
Minimum Term.

3 Changes to the LIBERTY SOLUTIONS (SWANSEA) LTD Designated Carrier
Network.
3.1 LIBERTY SOLUTIONS (SWANSEA) LTD may at any time change the LIBERTY

SOLUTIONS (SWANSEA) LTD Designated Carrier Network;
(a) if it needs to do so to comply with any applicable safety or other statutory
requirements; or
(b) where the change does not materially detract from the quality or performance of
the Services.
3.2 LIBERTY SOLUTIONS (SWANSEA) LTD will pay for any change to the LIBERTY
SOLUTIONS (SWANSEA) LTD Designated Carrier Network made under this clause.

4 Charges and Payment
4.1 LIBERTY SOLUTIONS (SWANSEA) LTD will charge the Customer at the prices set
out in the pricing plan (as amended by LIBERTY SOLUTIONS (SWANSEA) LTD from
time to time). LIBERTY SOLUTIONS (SWANSEA) LTD will invoice the Customer
monthly in
arrears and the Customer must pay the charges within fourteen days after the date of
invoice by Direct Debit. If the Customer fails to make any payment within 14 days of
the date of invoice LIBERTY SOLUTIONS (SWANSEA) LTD may require the Customer
to pay all sums due under this Agreement on demand.
4.1 LIBERTY SOLUTIONS (SWANSEA) LTD may at any time increase the charges by
giving the Customer 30 days written notice or if less as much notice as reasonably
possible in the circumstances.
4.3 LIBERTY SOLUTIONS (SWANSEA) LTD may, on seven days written notice to the
Customer, stipulate a reasonable monetary limit that will apply to all charges due or
which may become due to LIBERTY SOLUTIONS (SWANSEA) LTD from the Customer.
If at any time the amount of charges payable to LIBERTY SOLUTIONS (SWANSEA)
LTD exceeds the stipulated monetary limit, LIBERTY SOLUTIONS (SWANSEA) LTD will
immediately notify the customer and any amounts incurred in excess of the stipulated
monetary limit will immediately become due and payable.

LINE RENTAL
5 Terms of service
The Customer agrees that signing this Agreement will terminate any prior line rental
agreement with BT. The Customer authorises LIBERTY SOLUTIONS (SWANSEA) LTD
to use all information the Customer provides in order to liaise directly with BT. In
signing this Agreement the Customer agrees to take the line rental services specified in
the Customer Order Form for a minimum term of 24 months. Following the minimum
term, the line rental services shall continue until terminated by either party giving no
less than 90 days written notice to the other party.

6 Charges and Payment
6.1 LIBERTY SOLUTIONS (SWANSEA) LTD will invoice the Customer monthly in
advance for Line Rental and the Customer must pay the charges by direct debit within
fourteen days after the invoice date. If the Customer fails to make any payment within
this timeframe LIBERTY SOLUTIONS (SWANSEA) LTD may require the Customer to
pay all sums due under this Agreement on demand.
6.2 LIBERTY SOLUTIONS (SWANSEA) LTD may, by giving the customer 30 days
written notice, increase the charges for the service.
MOBILE SERVICES AGREEMENT

7 Period of Service
7.1 Under the terms of this agreement the Customer may be supplied with a number
of cellular connections (lines) at different times at the Customer’s own request. Each
supply will be for a minimum term of 24 months from the date of the order and,
subject to any other right of termination under the Agreement, may only be
terminated by giving 90 days notice in writing not to expire before the end of the
minimum term.
7.2 Where LIBERTY SOLUTIONS (SWANSEA) LTD has provided further equipment in
respect of any line at a subsidised price (upgrade) or financial support in lieu of
equipment (upgrade support) then the minimum term that relates to that line is
extended by a further period equal to the minimum term from the date of supply of
the upgrade or upgrade support.
7.3 If the Customer terminates the Agreement in breach of these terms and conditions
the Customer will be obliged to pay the monthly access charges in relation to each
line supplied until the earliest date that the Customer would have been entitled to end
each supply.
7.4 When this Agreement is terminated LIBERTY SOLUTIONS (SWANSEA) LTD will
disconnect the Customer from the network and it must pay all charges owed to
LIBERTY SOLUTIONS (SWANSEA) LTD under the Agreement.

8 Service
8.1 LIBERTY SOLUTIONS (SWANSEA) LTD will connect the Customer to the
appropriate cellular network and will maintain that connection so far as it remains
within its reasonable control to do so. LIBERTY SOLUTIONS (SWANSEA) LTD shall not
be responsible for the coverage or quality of the service that the Customer receives
from the network.
8.2 LIBERTY SOLUTIONS (SWANSEA) LTD’s standard service does not include the
facility to make international calls or to make or receive calls whilst abroad. These
facilities can be made available by prior request to LIBERTY SOLUTIONS (SWANSEA)
LTD and may require payment of a deposit.

9 Charges and Payment
9.1 The Customer will be charged for all use of the lines supplied including;
(a) A monthly access charge which is payable one month in advance, together with
payment for any extra services which LIBERTY SOLUTIONS (SWANSEA) LTD is
providing to the Customer;
(b) Call charges for all calls made in the previous month according to the LIBERTY
SOLUTIONS (SWANSEA) LTD tariff which the Customer has chosen;
(c) In the event that the Customer chooses to use the telephone abroad, these
charges will include all incoming calls that the Customer receives during that period.
9.2 The Customer must pay all invoices issued by LIBERTY SOLUTIONS (SWANSEA)
LTD within 14 days of the date of invoice by Direct Debit. If the Customer fails to
make any payment within 14 days of
the date of invoice LIBERTY SOLUTIONS (SWANSEA) LTD may require the Customer
to pay all sums due under this Agreement on demand.
9.3 If the network provider exercises any right against LIBERTY SOLUTIONS
(SWANSEA) LTD to withhold or claw-back payments made by the network operator to
LIBERTY SOLUTIONS (SWANSEA) LTD, LIBERTY SOLUTIONS (SWANSEA) LTD shall be
entitled to charge, claw-back or adjust payments, tariffs or discounts made or given by
LIBERTY SOLUTIONS (SWANSEA) LTD to the Customer to the extent that they are
based upon payments from the network operator.
9.4 If any cellular connection is not being used for commercial purposes then LIBERTY
SOLUTIONS (SWANSEA) LTD shall be entitled to charge, claw-back or adjust any
payments, tariffs or discounts made or given in respect of that connection.

10 Transfer of Number
In the event that the Customer wishes to change its mobile services supplier after the
relevant minimum term has expired, LIBERTY SOLUTIONS (SWANSEA) LTD will
arrange for the transfer of the telephone number to the new supplier providing that
the Customer has given the appropriate period of notice to terminate that supply and
upon the payment of a reasonable administration fee and upon all sums due to
LIBERTY SOLUTIONS (SWANSEA) LTD under this Agreement being paid up to date,
together with the payment of a deposit in respect of unbilled calls.

DATA SERVICES
11 The Data Services
11.1 LIBERTY SOLUTIONS (SWANSEA) LTD shall provide the Data Services to the
Customer according to the terms of the Agreement.
11.2 LIBERTY SOLUTIONS (SWANSEA) LTD may obtain telecommunications services
from a carrier in order to supply the Data Services to the Customer. The Customer
accepts that it is technically
impracticable to provide telecommunications services which are entirely free of faults
and LIBERTY SOLUTIONS (SWANSEA) LTD does not undertake to do so.
11.3 The Customer accepts that it may not be able to receive the Data Services due to
certain technical restrictions. If such technical restrictions are discovered after the
date of the Agreement, LIBERTY SOLUTIONS (SWANSEA) LTD shall have the right to
immediately terminate the Agreement in whole or in part without prejudice to any of
its rights under the Agreement.

12 Charges
12.1 LIBERTY SOLUTIONS (SWANSEA) LTD shall provide the Customer with the Data
Services in exchange for the charges as set out in this Agreement. Unless otherwise
agreed in writing, the charges shall be payable monthly in advance from the start of the Minimum Term. Payment
must be by direct debit and will be due within 14 days after the invoice date.
12.2 Any installation fees associated with the Data Services shall be payable within 14
days of the date on which they are invoiced.
12.3 All fees are subject to change from time to time in the event that the carrier
increases its fees to LIBERTY SOLUTIONS (SWANSEA) LTD. Details of any such
increase shall be provided to the Customer as soon as reasonably possible.

13 Your use of the Data Services
The Customer shall not make any unauthorised commercial use of the Data Services.
The Customer agrees to keep full and accurate records of all operating units with
which the Data Services are enabled and shall permit LIBERTY SOLUTIONS
(SWANSEA) LTD to review and evaluate such records from time to time to ensure
compliance with the Customer’s obligations in connection with the Data Services.

14 Termination
14.1 The Customer may terminate the Agreement by giving LIBERTY SOLUTIONS
(SWANSEA) LTD 90 days notice in writing not to expire before the end of the Minimum
Term. If the Customer terminates the Agreement before the end of the Minimum
Term, LIBERTY SOLUTIONS (SWANSEA) LTD shall be entitled to charge the Customer
the charges that would have been payable for the balance of the Minimum Term. If
the Customer moves from the Site(s), LIBERTY SOLUTIONS (SWANSEA) LTD shall be
entitled to charge the fees that would have been payable by the Customer for the
balance of the Minimum Term. If the Customer wishes to receive the Data Services at
a new Site(s), it may be required by LIBERTY SOLUTIONS (SWANSEA) LTD to start a
new Agreement.
14.2 Nothing in the Data Services section of the Agreement shall affect the parties’
rights of termination or after termination in the general provisions of the Agreement.
SALES AND MAINTENANCE AGREEMENT

15 Charges and Payment for Sale of Equipment
The Customer shall pay 40% or £500 (whichever is the greater) in respect of the order
value on signing the Agreement and, 60% on the installation date. Payment shall be
due on receipt of the invoice.

16 Start Date and Period of Maintenance
The period of maintenance will start on the Preferred Commencement Date. It will
continue for the Minimum Term and then from year to year until terminated at any
time by either party giving the other not less than twelve (12) calendar months written
notice.

17 Maintenance Payment Terms
The Customer must pay all LIBERTY SOLUTIONS (SWANSEA) LTD invoices for
maintenance by direct debit within 14 days of the invoice date, which will be before
the period of cover starts. LIBERTY SOLUTIONS (SWANSEA) LTD shall have the right
to stop servicing the Equipment if the Customer does not pay on time.

18 Quality and Reliability
If requested within the manufacturer’s warranty period, LIBERTY SOLUTIONS
(SWANSEA) LTD will replace faulty items free of charge with an identical model or one
with similar capabilities. LIBERTY SOLUTIONS (SWANSEA) LTD will do this only if
LIBERTY SOLUTIONS (SWANSEA) LTD supplied the Equipment to the Customer, the
equipment has been maintained only by a LIBERTY SOLUTIONS (SWANSEA) LTD
authorised agent, the Customer is not at fault and liability is not excluded.

19 Servicing & Exclusions
19.1 Throughout the term of the Agreement LIBERTY SOLUTIONS (SWANSEA) LTD
shall ensure that the performance of the Equipment and the servicing meet the
approved standard of the manufacturer
including:
(a) telephone technical support for maintenance
(b) an engineer’s visit to the Site when required
(c) service of the central control unit and all components within it
(d) service of key phone instruments
(e) service of Voicemail – auto attendant hardware*
(f) headsets*(* only covered if stated in the Agreement)
19.2 LIBERTY SOLUTIONS (SWANSEA) LTD or its authorised agent will endeavour to
respond to reported faults within the level of service taken by the Customer but at no
time will a failure by LIBERTY SOLUTIONS (SWANSEA) LTD or its authorised agent to
do so be construed as a material breach of the Agreement.
19.3 Maintenance will not cover the following:
(a) failure due to changes to or disconnection from the approved system
(b) failure of any supplies or connected services
(c) changes in the environment
(d) ancillary items including but not limited to answer phones, call loggers, payphones,
public address systems, printers, external music on hold sources, system cabling
and consumables unless otherwise agreed in writing
(e) a force majeure event as defined in the Agreement

20 Connections
(a) If the Equipment is to be connected to the BT Network or other outside services, it
is the Customer’s responsibility to arrange for provision of any required circuits.
(b) The Customer must pay all costs for circuit rentals, connection charges,
inspections, commissioning and any other costs necessary to provide the services in
clause (a).
(c) LIBERTY SOLUTIONS (SWANSEA) LTD shall not be responsible for any delays in
the provision of services referred to in clause (a). Any such delay will not give the
Customer the right to refuse
installation of the Equipment or payment due to us.

21 Acceptance
After LIBERTY SOLUTIONS (SWANSEA) LTD or its authorised agent has installed the
Equipment at the Site, our engineer will confirm to the Customer that the Equipment is
working satisfactorily. When this is confirmed the Customer will be taken to have
accepted the Equipment. Any warranties for the Equipment from the manufacturer will
be passed to the Customer for 30 days.
22 Annual Price Increases
LIBERTY SOLUTIONS (SWANSEA) LTD may from time to time increase the charge for
maintenance to account for cost increases. If this increase exceeds 10%, the Customer
may by writing to LIBERTY SOLUTIONS (SWANSEA) LTD within 30 days of the invoice
for the increased price terminate the Agreement. Customers will not be allowed to
terminate the Agreement if the increase has resulted from additions made to the
system.

GENERAL PROVISIONS
23 Sites
23.1 The Customer must prepare the Site(s) in accordance with LIBERTY SOLUTIONS
(SWANSEA) LTD’s instructions so that any necessary Equipment can be installed. The
Customer will meet the costs of
preparing the Site(s).
23.2 The Customer must provide adequate electricity supply and suitable earth
connection for the operation of any Equipment to be installed at the Site(s) and, in the
case of MLU Access, a designated carrier network test and termination point.
23.3 The Customer must assist and co-operate with LIBERTY SOLUTIONS (SWANSEA)
LTD to enable LIBERTY SOLUTIONS (SWANSEA) LTD to carry out its obligations under
the Agreement including giving access to the Site(s) to install and maintain the
Equipment.
23.4 LIBERTY SOLUTIONS (SWANSEA) LTD or its authorised agent will normally carry
out installation and maintenance work during normal working hours but may, on
reasonable notice, require the Customer to provide access at other times. At the
Customer’s request LIBERTY SOLUTIONS (SWANSEA) LTD may agree to work outside
normal working hours but the Customer shall be liable for paying to LIBERTY
SOLUTIONS (SWANSEA) LTD any overtime charges for relevant staff.

24 Installation
24.1 LIBERTY SOLUTIONS (SWANSEA) LTD or its authorised agent shall attempt to
install the Equipment at the Premises so that the Service can be provided on or before
the Preferred Commencement Date agreed by LIBERTY SOLUTIONS (SWANSEA) LTD.
Any installation date shall be an estimate only and LIBERTY SOLUTIONS (SWANSEA)
LTD shall not be liable for any failure to meet such installation date.
24.2 Should the Customer prevent LIBERTY SOLUTIONS (SWANSEA) LTD or its
authorised agent from delivering or installing the Equipment, including where the
Site(s) is unprepared, LIBERTY SOLUTIONS (SWANSEA) LTD reserves the right to
charge its costs to the Customer.
24.3 LIBERTY SOLUTIONS (SWANSEA) LTD shall attempt to comply with the
Customer’s reasonable requests in respect of installation but LIBERTY SOLUTIONS
(SWANSEA) LTD’s decision on the routing of cables and wires and the
positioning of outlets and Equipment shall be final.
24.4 The Customer must return to LIBERTY SOLUTIONS (SWANSEA) LTD a
programming information sheet at least 7 days prior to the installation date. Without
this installation may not be possible.
24.5 LIBERTY SOLUTIONS (SWANSEA) LTD accepts no liability whatsoever for any loss
the Customer or any third party may suffer as a result of installation of the Service.

25 Provision of Services
25.1 LIBERTY SOLUTIONS (SWANSEA) LTD will provide the Services at the Site(s)
from the Preferred Commencement Date until the Services are cancelled or the
Agreement expires or is terminated in
accordance with the Agreement.
25.2 LIBERTY SOLUTIONS (SWANSEA) LTD will make all reasonable efforts to provide
the Services in a reliable manner and in accordance with good industry practice but
cannot be held responsible for any fault or loss of Service arising as a result of
incorrect information given to LIBERTY SOLUTIONS (SWANSEA) LTD by the Customer.
25.3 The Customer must notify LIBERTY SOLUTIONS (SWANSEA) LTD or its authorised
agent as soon as it becomes aware of any fault in the Services and LIBERTY
SOLUTIONS (SWANSEA) LTD or its authorised agent will endeavour to supply support
to the Customer in an attempt to correct the fault as soon as is reasonably possible. If
LIBERTY SOLUTIONS (SWANSEA) LTD or its authorised agent provides assistance to
the Customer for the resolution of a fault but it is subsequently discovered that the
fault
lies with neither the Equipment nor the Service provided by LIBERTY SOLUTIONS
(SWANSEA) LTD then the Customer shall pay LIBERTY SOLUTIONS (SWANSEA) LTD
for the resolution of the fault on a time and materials basis at LIBERTY SOLUTIONS
(SWANSEA) LTD current rates from time to time.
25.4 LIBERTY SOLUTIONS (SWANSEA) LTD may occasionally have to interrupt the
Service or change the technical specification of the Service for operational or planned
maintenance reasons, for upgrades or because of an emergency. LIBERTY SOLUTIONS
(SWANSEA) LTD will give the Customer as much notice as reasonably possible of any
planned interruption to the Service.

26 Equipment
26.1 Ownership of the Equipment shall remain with LIBERTY SOLUTIONS (SWANSEA)
LTD unless it is paid for in full by the Customer. Until that time the Customer will hold
it as LIBERTY SOLUTIONS (SWANSEA) LTD’s fiduciary agent and bailee. The Customer
must keep the Equipment separate from other equipment and it must be properly
stored, protected, insured and identified as LIBERTY SOLUTIONS (SWANSEA) LTD’s
property. The Customer is not permitted to sell the Equipment and LIBERTY
SOLUTIONS (SWANSEA) LTD can insist on its return.
26.2 The Customer must not move or make any changes to the Equipment without
LIBERTY SOLUTIONS (SWANSEA) LTD’s permission or allow access to the system
without LIBERTY SOLUTIONS (SWANSEA) LTD’s or its authorised agent’s consent.
26.3 LIBERTY SOLUTIONS (SWANSEA) LTD or its authorised agent will maintain the
Equipment as per the terms of the Agreement. Allowing a third party to work on the
Equipment is a repudiatory breach of the Agreement.27 Software
The rights to the Software belong to LIBERTY SOLUTIONS (SWANSEA) LTD. The
Customer is allowed to use the Software subject to the terms set out in the Agreement
and in any other relevant
documentation. The Customer shall not copy, change, interfere with or take apart the
Software in any way, reveal its contents to a third party or grant a sub-licence. The
Customer must ensure that the Software is used only in the permitted territories and
for the permitted purpose.

28 Suspension of Service
28.1 LIBERTY SOLUTIONS (SWANSEA) LTD may, without terminating this Agreement,
suspend the Services if any of the following apply:
(a) LIBERTY SOLUTIONS (SWANSEA) LTD believes or is advised it is necessary
because of technical problems or work on the network or for reasons of safety.
(b) LIBERTY SOLUTIONS (SWANSEA) LTD believes it is necessary to prevent fraud
taking place.
(c) LIBERTY SOLUTIONS (SWANSEA) LTD is obliged to comply with an order,
instruction or request of Government or persons purporting to act with Governmental
authority, an emergency service
organisation, or other competent administrative authority.
(d) LIBERTY SOLUTIONS (SWANSEA) LTD needs to maintain or upgrade the LIBERTY
SOLUTIONS (SWANSEA) LTD Designated Carrier Network at the Site.
(e) The Customer’s total charges incurred are more than the Customer’s credit limit.
28.2 The Customer acknowledges and agrees that in certain circumstances it may not
be possible for LIBERTY SOLUTIONS (SWANSEA) LTD to provide notice of the
suspension. LIBERTY SOLUTIONS (SWANSEA) LTD will use reasonable
endeavours taking account of the circumstances to provide the Customer with as much
notice of the suspension and to maintain the suspension for as short a period as is
reasonably possible
28.3 If suspension occurs for technical reasons or to prevent fraud and that
suspension lasts for more than 24 hours, the Customer will receive a pro-rata credit
against the monthly access charge for the period of the suspension.
28.4 If the Customer fails to pay a sum due under the terms of the Agreement then
LIBERTY SOLUTIONS (SWANSEA) LTD reserves the right to suspend the Service and
levy an administration fee of £50 for lifting such a suspension.

29 Termination
29.1 Without prejudice to any other rights or remedies under the Agreement or at law,
LIBERTY SOLUTIONS (SWANSEA) LTD may terminate this Agreement or cancel the
Services at any Site immediately by serving written notice on the customer if:
(a) the Customer becomes insolvent or is subject to a court winding up order; or
(b) the Customer commits a breach of any material obligation under this Agreement
and (in the case of a remediable breach) fails to remedy the breach within 14 days of
receiving written notice to do so from LIBERTY SOLUTIONS (SWANSEA) LTD; or
29.2 The Customer may terminate this Agreement immediately by serving written
notice on LIBERTY SOLUTIONS (SWANSEA) LTD if:
(a) LIBERTY SOLUTIONS (SWANSEA) LTD becomes insolvent; or
(b) LIBERTY SOLUTIONS (SWANSEA) LTD commits a breach of any material obligation
under the Agreement and (in the case of a remediable breach) fails to remedy the
breach within 14 days of receiving written notice to do so from the Customer.

30 After Termination
30.1 Upon termination for any reason of any part of the Agreement, all amounts owed
by the Customer to LIBERTY SOLUTIONS (SWANSEA) LTD shall become immediately
due and payable in full on
demand and the Customer must:
(a) immediately stop using the Services that has been terminated;
(b) immediately stop using the Equipment, and
(c) permit LIBERTY SOLUTIONS (SWANSEA) LTD or its authorised agent to enter the
Site(s) during normal business hours to remove the Equipment. The Customer’s
obligations in respect of the Equipment will continue to apply until LIBERTY
SOLUTIONS (SWANSEA) LTD or its authorised agent has removed the Equipment.
30.2 LIBERTY SOLUTIONS (SWANSEA) LTD or its authorised agent will not be liable
for any further programming required by the Customer.
30.3 The provisions of this clause remain in force despite the termination of the
Agreement.
31 Limitation of Liability
31.1 The parties shall not be liable to the other except as expressly set out in the
Agreement.
31.2 Unless otherwise expressly stated, either party’s liability in contract, tort or
otherwise including any liability for negligence howsoever arising out of or in
connection with the performance of either party’s obligations under the Agreement is
limited to £1 million for one event or series of related events and £1 million in total for
all events arising in any twelve month period.
31.3 Without prejudice to the Customer’s obligations to pay LIBERTY SOLUTIONS
(SWANSEA) LTD the charges for any Equipment, the parties shall not be liable to the
other party under the Agreement in contract, tort (including negligence) or otherwise
for any loss of revenue, business, contracts, anticipated savings or profits.
31.4 Nothing in this Agreement excludes or restricts either party’s liability:
(a) for death or personal injury resulting from that party’s negligence or its employee’s
negligence while acting in the course of their employment; or
(b) for anything else for which the parties cannot at law limit or exclude their liability.
31.5 The provisions of this Clause continue to apply despite the termination or expiry
of the Agreement.
32 Force Majeure
32.1 Neither party will be obliged to carry out any obligation under the Agreement
where performance of such obligation is prevented due to any cause beyond the
party’s reasonable control, including but not limited to any act of God, severe weather,
failure or shortage of power supplies, flood, drought, lightning or fire, labour shortage
or labour dispute, the act or omission of Government, highways authorities, other
telecommunications operators or administrations or other competent authority, war,
military operations, or riot, or difficulty, delay or failure in manufacture, production or
supply by third parties of either the Equipment or Services or both resulting from the
same or a similar type of force majeure event
32.2 If any force majeure event lasts for more than three months from the date of its
commencement and that event prevents either party from performing all or a material
part of its obligations during that period either party may by giving 14 days written
notice to the other party terminate the Agreement.
33 Information and Confidentiality
33.1 The Customer will promptly provide LIBERTY SOLUTIONS (SWANSEA) LTD (free
of charge) with any information LIBERTY SOLUTIONS (SWANSEA) LTD may reasonably
require to enable it to proceed with the performance of its
obligations under the Agreement including any information which LIBERTY SOLUTIONS
(SWANSEA) LTD may reasonably request for the purposes of credit verification and
debt collection and the Customer permits LIBERTY SOLUTIONS (SWANSEA) LTD to
use such information and to provide it to third parties acting on behalf of LIBERTY
SOLUTIONS (SWANSEA) LTD for such purposes.
33.2 Unless expressly agreed in writing neither the Customer nor LIBERTY SOLUTIONS
(SWANSEA) LTD will use, copy, adapt, alter or part with possession of any information
that is disclosed or otherwise comes into its possession under or in relation to the
Agreement and which is of a confidential nature unless required to do so by a court
order or legislation. This obligation will not apply to information which the recipient can
prove was in its possession at the date it was received or which the recipient obtains
from some other person with good legal title to it or which is in the public domain
otherwise than through the default or negligence of the recipient.
33.3 The Customer acknowledges that LIBERTY SOLUTIONS (SWANSEA) LTD may use
information regarding calls routed through the Equipment including but not limited to
origin, destination, duration, route and time.
33.4 Both parties must comply with the Data Protection Act 1984 when dealing with
information given to the other party under the Agreement.
34 Intellectual Property Rights
Intellectual Property Rights in all documents, drawings and information including if
applicable any access codes supplied to the Customer in connection with the
Agreement remain vested in LIBERTY SOLUTIONS (SWANSEA) LTD or the intellectual
property right owner. Such documents, drawings and information are confidential and
will not be copied, disclosed or used (except for the purpose for which they were
supplied) without LIBERTY SOLUTIONS (SWANSEA) LTD’s prior written consent.
35 Non-Waiver and Severability
35.1 Failure by either party to enforce any of its rights under the Agreement is not to
be taken as or deemed to be a waiver of that right unless the waiving party
acknowledges the waiver in writing.
35.2 Part or all of any clause of the Agreement that is unenforceable or illegal will be
severed from the Agreement and will not affect the enforceability of the remaining
provisions of the Agreement.

36 Fraud
LIBERTY SOLUTIONS (SWANSEA) LTD shall not be responsible for call charges
resulting from fraudulent use of the Equipment or Service by the Customer or any third
parties and the Customer agrees to pay all additional charges related to such fraud.

37 Value Added Tax
All sums due to LIBERTY SOLUTIONS (SWANSEA) LTD under the Agreement are
exclusive of Value Added Tax and any other applicable taxes which may from time to
time be introduced, which shall be
charged in accordance with the relevant regulations in force at the time of making the
taxable supply and must be paid by the Customer.

38 Late Payment
The Customer will pay interest at a rate of 3% over the Bank of England Base Lending
Rate applicable at the time per month on all overdue amounts from the date payment
is due until the Customer has paid in full.

39 The Customer’s Obligations Under The Agreement
39.1 The Customer must not use or allow others to use the Equipment or Services
provided for any improper, immoral or unlawful purpose. If LIBERTY SOLUTIONS
(SWANSEA) LTD incurs any liability to any person or any expense arising from such
use, the Customer will promptly reimburse such amounts to LIBERTY SOLUTIONS
(SWANSEA) LTD.
39.2 The Customer must report to LIBERTY SOLUTIONS (SWANSEA) LTD as soon as it
becomes aware of any fraud, deception, or unauthorised or unlawful use relating to
the Equipment or Services.
39.3 The Customer must advise LIBERTY SOLUTIONS (SWANSEA) LTD in writing if it
changes its address.
39.4 The Customer must comply with all reasonable instructions given to it by LIBERTY
SOLUTIONS (SWANSEA) LTD and provide LIBERTY SOLUTIONS (SWANSEA) LTD with
all information relevant to the Services to be provided under the Agreement.

40 Other Standard Terms
40.1 The Agreement is the entire Agreement between the Customer and LIBERTY
SOLUTIONS (SWANSEA) LTD.
40.2 The Agreement applies to all items of Equipment individually. If any item fails, it
will not affect the rights and liabilities of either party for the other items.
40.3 The Customer’s duties under the Agreement will continue and will not be affected
by the breakdown, theft, loss, destruction of, or damage to any Equipment.
40.4 Notices under the Agreement must be made in writing and delivered by hand or
sent by post to the other party’s address. The address will be the one stated in the Agreement, the registered office (for a limited company) or the last known address of
the other party. The notice will be taken to have been delivered on the date it was
delivered by hand or 24 hours after the date it was posted.
40.5 LIBERTY SOLUTIONS (SWANSEA) LTD reserves the right to assign, sub-contract
or otherwise deal with all or any of its rights and obligations arising under the
Agreement. The customer may not assign this contract without having first received
written authority from LIBERTY SOLUTIONS (SWANSEA) LTD, such authority not to be
unreasonably withheld.
40.6 There can be no variation to the terms of the Agreement unless approved in
writing by both parties.
40.7 The unenforceability of any term of the Agreement will not affect the
enforceability of any other terms.
40.8 No person or body who is not a party to the Agreement has any rights under the
Contracts (Rights of Third Parties) Act 1999 to enforce any of the Agreement.
40.9 The Agreement is governed by English law and disputes will be subject to the
exclusive jurisdiction of the English Courts.