Bespoke Telephony Solutions Limited terms and conditions for the Provision of 4/5G SIMs for IoT and Accompanying Hardware
These Terms and Conditions ("Agreement") govern the provision of services by Bespoke Telephony Solutions Limited ("we", "us", or "our"), a company registered in England and Wales (Company No. [Insert Number]), with registered office at [Insert Address], to the customer ("you" or "your"). This Agreement is subject to the laws of England and Wales, and the courts of England shall have exclusive jurisdiction.
1. Definitions
- **Services**: Provision of multinet 4/5G SIM cards suitable for IoT applications, including data connectivity.
- **Hardware**: Optional devices provided either via upfront purchase or as "Device as a Service" (rental).
- **Appendix 1**: Schedule detailing the Term of the Agreement (minimum or fixed period), Notice Period, Optional Hardware, Geographical Coverage, and Agreed Costs.
- **Appendix 2**: Schedule specifying permitted European countries for extended Geographical Coverage (if applicable).
- **Working Hours**: Monday to Friday, 9:00 AM to 5:00 PM GMT/BST, excluding UK public holidays.
2. Services and Hardware
2.1 We shall provide the Services and any Hardware as specified in Appendix 1.
2.2 SIMs are multinet-enabled for 4/5G IoT use, with Geographical Coverage limited to UK-wide (subject to network availability) or UK and Europe (as detailed in Appendix 2 if selected in Appendix 1). Roaming outside specified areas may incur additional charges or be unavailable.
2.3 Hardware Options:
(a) **Upfront Purchase**: Title passes to you upon full payment. Warranty: 12 months from delivery, covering defects in materials and workmanship (fair wear and tear excluded). Remedies are limited to repair or replacement at our discretion.
(b) **Device as a Service**: Hardware provided on rental basis; we retain title at all times. Perpetual warranty cover during the Term, subject to your compliance. You must return Hardware in good condition at your cost upon termination (unless extended by mutual agreement). Non-return may result in charges equivalent to replacement value.
2.4 You are responsible for SIM and Hardware security, proper use, and compliance with applicable laws (e.g., data protection under UK GDPR).
3. Term and Termination
3.1 The Agreement commences on activation of the first SIM and continues for the Term specified in Appendix 1.
3.2 Post-minimum Term, the Agreement auto-renews monthly unless terminated by either party giving the Notice Period in Appendix 1 (in writing).
3.3 We may terminate immediately if you: (a) breach any term; (b) become insolvent; or (c) misuse Services/Hardware.
3.4 Upon termination, you must cease use, return rental Hardware, and pay all outstanding amounts. We may suspend Services for non-payment after 7 days' notice.
4. Payment
4.1 You agree to pay the Agreed Costs in Appendix 1, plus VAT, within [Insert Payment Terms, e.g., 30 days] of invoice.
4.2 Late payments accrue interest at 4% above Bank of England base rate. We may suspend Services for overdue amounts.
4.3 Costs exclude additional usage (e.g., excess data), which we may invoice separately.
5. Service Level Agreement (SLA)
5.1 We aim to respond to faults within 4 Working Hours of notification.
5.2 Fault resolution or provision of replacement SIM/Hardware: within 16 Working Hours (where feasible).
5.3 SLAs apply only to faults within our control. No liability for downtime due to force majeure, your misuse, or third-party networks. Remedies are limited to service credits not exceeding 10% of the monthly Agreed Costs.
6. Liability and Indemnity
6.1 Our total liability (whether in contract, tort, or otherwise) is limited to the total revenue received under this Agreement in the 12 months preceding the claim.
6.2 We exclude liability for indirect, consequential, or economic losses (e.g., loss of data, profits, or business).
6.3 Nothing excludes liability for death/personal injury caused by negligence, fraud, or other non-excludable rights.
6.4 You indemnify us against losses arising from your misuse of Services/Hardware or breach of this Agreement.
7. Warranties and Intellectual Property
7.1 We warrant Services/Hardware will conform materially to descriptions, but exclude all other warranties (express or implied).
7.2 You grant us a licence to use any data necessary for providing Services. We own all IP in our materials; you receive a non-exclusive licence for the Term.
8. Data Protection and Confidentiality
8.1 Both parties comply with UK data protection laws. We process personal data as per our Privacy Policy.
8.2 Confidential information shall not be disclosed without consent, except as required by law.
9. General
9.1 Force Majeure: Neither party liable for delays due to events beyond reasonable control.
9.2 Assignment: You may not assign without our consent; we may assign freely.
9.3 Entire Agreement: This document (including Appendices) supersedes prior agreements. Variations must be in writing.
9.4 Severability: Invalid provisions do not affect others.
9.5 No waiver unless in writing
9.6 All disputes are to be governed and determined under UK Law