TERMS AND CONDITIONS
Synergy Utilities Limited Ta / Veld telecommunications shall supply to you (herein referred to as ‘the Customer’) the Services and
Equipment (herein referred to as ‘the Services’) who shall purchase the Services in accordance with the Agreement dated [insert date] which
shall be subject to these Terms and Conditions.
1."Minimum Term"
Means the period in months from the commencement date of the Agreement as stated on the Agreement.
2. The Services and Equipment
2.1 Save as provided in these terms and conditions Synergy Utilities Limited Ta / Veld telecommunications shall provide the Customer
with such Services as are requested by the Customer and any use of the Services or payment for the Services is deemed acceptance of these
Terms and Conditions. In respect of “fraud monitor” and other services the additional terms and conditions as set out on our website shall
be deemed to be incorporated herein.
2.2 The Customer shall not publicize any number in any way or commit to any advertising or publicity until such time as it has received from
Synergy Utilities Limited Ta / Veld telecommunications in writing, confirmation that the number is live and tested. Synergy Utilities
Limited Ta / Veld telecommunications will use reasonable endeavors to provide you with the Services by the dates agreed with you and to
continue to provide the Services until the Agreement is terminated. Synergy Utilities Limited Ta / Veld telecommunications will not be
liable for any loss or damage should the Services not commence or restart on the agreed date.
2.3 Cancellations: If as a consequence of the Customer cancelling the Agreement Synergy Utilities Limited Ta / Veld telecommunications
incur provisioning, engineering or other fees associated with meeting the customer's requirements and/or subsequently the line does not
become operational for any reason then Synergy Utilities Limited Ta / Veld telecommunications have the right to charge the customer fees
of up to £75 per line.
2.4 Synergy Utilities Limited Ta / Veld telecommunications hours of support to its customers are strictly between the hours of 9am to 5pm
Monday to Friday. Any works required by the customer that are neither at the fault of Synergy Utilities Limited Ta / Veld
telecommunications or generally requested by the customer in relation to support will be charged out at £95.00 up to the first hour and
£75.00 per hour thereafter.
2.5 All equipment provided by Synergy Utilities Limited Ta / Veld telecommunications shall remain the property of Synergy Utilities
Limited Ta / Veld telecommunications until the term of the Agreement has been completed. Immediately following completion of the
term of the Agreement the Customer shall pay to Synergy Utilities Limited Ta / Veld telecommunications a one-off license fee of £200.00
to retain the future use of the equipment.
3. Term and Termination
3.1 The Agreement shall commence on the date hereof and subject to the remaining terms of this Clause 3 shall continue for a further 12
months Term and thereafter until terminated by either party giving to the other not less than 90 days’ prior written notice but not greater
than 120 days prior written notice expiring at the end of the Minimum Term such notice to be sent by recorded delivery mail effective on the
date the notice is received by Synergy Utilities Limited Ta / Veld telecommunications.
3.2 Should the Customer fail to give notice to terminate the Agreement in accordance with clause 3.1 of these Terms and Conditions the
Agreement shall continue for a further 12 months as set out in the Agreement until terminated by either party in accordance with clause
3.1.
3.3 Clause 3.2 above shall only be applicable to Customers with 10 or more employees.
3.4 Either party shall be entitled to terminate the Agreement by giving written notice to the other if:
3.4.1 The other commits a continuing or material breach of the Agreement and, if the breach is capable of remedy, fails to remedy it
within 14 days after receipt of a written notice.
3.4.2 An administrator takes possession, or a receiver is appointed over any of the property or assets of the other party. The other party
makes any voluntary arrangement with its creditors or becomes subject to an administration order. The other party becomes bankrupt or
goes into liquidation.
3.4.3 The other party ceases or threatens to cease to carry on business.
3.5 Synergy Utilities Limited Ta / Veld telecommunications may terminate the Agreement immediately if:
3.5.1 Any license or agreement under which Synergy Utilities Limited Ta / Veld telecommunications or the Customer has the right to run
its telecommunications system and in the case of the Customer connect it to the Synergy Utilities Limited Ta / Veld telecommunications
system is revoked, amended or otherwise ceases to be valid; or
3.5.2 The Customer is suspected, in the reasonable opinion of Synergy Utilities Limited Ta / Veld telecommunications, of involvement
with fraud or attempted fraud in connection with use of the Services or the Agreement; or
3.5.3 Synergy Utilities Limited Ta / Veld telecommunications reasonably suspects that the Customer is unable to pay or is refusing to pay
Synergy Utilities Limited Ta / Veld telecommunications charges and/or budget plan payments.
3.6 If the Customer gives less than the specified amount of written notice to terminate the Agreement (as per Clause 3.1) or ceases to use the
Services or a part thereof (including reduced usage) or attempts to terminate the Agreement prior to the expiry of the Minimum Term or any
subsequent period equivalent to the Minimum Term or fails to achieve any minimum call spend, Synergy Utilities Limited Ta / Veld
telecommunications reserves the right to invoice the Customer for the loss it suffers, which includes loss of revenue for the short notice
given for the balance of the Minimum Term and based upon an average of 6 calendar months bills to the Customer in which periods the
Customer has made full use of the Services (or such lesser period as is available). Upon termination Synergy Utilities Limited Ta / Veld
telecommunications shall be entitled to raise invoices for all sums due and all invoices shall become due for payment immediately.
3.7 Effects of Termination:
3.7.1 Upon the termination of the Agreement.
3.7.2 Any sum owing by either Party to the other under any of the provisions of the Agreement shall become immediately due and payable;
3.7.3 All Clauses which, either expressly or by their nature, relate to the period after the expiry or termination of the Agreement shall remain
in full force and effect.


3.7.4 Termination shall not affect or prejudice any right to damages or other remedy which the terminating Party may have in respect of the
event giving rise to the termination or any other right to damages or other remedy which any Party may have in respect of any breach of
the Agreement which existed at or before the date of termination;
3.7.5 Except in respect of any accrued rights neither Party shall be under any further obligation to the other; and
3.7.6 Each Party shall (except to the extent referred to in Clause 8) immediately cease to use, either directly or indirectly, any Confidential
Information, and shall immediately return to the other Party any documents in its possession or control which contain or record any
Confidential Information.
4. Charges and Payment
4.1 Following the expiration of a trial period that may be provided to the Customer at the sole discretion of Synergy Utilities Limited Ta /
Veld telecommunications and unless otherwise specified in writing by Synergy Utilities Limited Ta / Veld telecommunications the
Customer agrees to pay Synergy Utilities Limited Ta / Veld telecommunications charges and/or budget plan payments monthly by Direct
Debit, the first payment to be made at the discretion of Synergy Utilities Limited Ta / Veld telecommunications within thirty days of the
start of the provision of the Services and in accordance with the applicable tariff charges shall be paid in advance.
4.2 Usage charges will be such charges for the use of the Services by the Customer as Synergy Utilities Limited Ta / Veld
telecommunications may notify to the Customer from time to time by e-mail or by post.
4.3 If the Customer fails to make any payment on the due date then, without limiting any other right or remedy available to Synergy
Utilities Limited Ta / Veld telecommunications (such failure to pay being a material breach of the Agreement), Synergy Utilities Limited
Ta / Veld telecommunications may charge the Customer an administration fee of £15 and interest (both before and after any judgment)
on the amount unpaid, at the rate of 8 per cent per annum above Barclays Bank Base Rate from time to time, until payment in full is made
(a part of a month being treated as a full month for the purpose of calculating interest).
4.4 The Customer agrees to pay Synergy Utilities Limited Ta / Veld telecommunications in full without any set -off all sums due to Synergy
Utilities Limited Ta / Veld telecommunications under the Agreement.
4.5 If any payment is cancelled or returned unpaid by the Customer's bank or if the Customer fails to discharge any invoice within 7 days of its
date, then without prejudice to any right or remedies under the Agreement, Synergy Utilities Limited Ta / Veld telecommunications shall
from the time of such failure provide the Services at the standard published usage charges and in addition the Customer agrees to pay
Synergy Utilities Limited Ta / Veld telecommunications an administration fee of £25.00. For the avoidance of doubt the time of payment is
of the essence of the Agreement and a failure to pay on time or the cancellation of a Direct Debit shall be a material breach of contract
allowing Synergy Utilities Limited Ta / Veld telecommunications to terminate the Agreement immediately. Invoices paid by credit card
incur an additional £5 or 3% charge of the transaction whichever is the greater.
4.6 Should the Customer have any dispute regarding the usage charges or any other charges, the Customer shall give written notice to
Synergy Utilities Limited Ta / Veld telecommunications of the amount in dispute and the reason for the dispute. Any rectification or
amendment of such disputed charges are limited to 6 months prior to the written notification being received by Synergy Utilities Limited Ta
/ Veld telecommunications and remains at Synergy Utilities Limited Ta / Veld telecommunications sole and reasonable discretion. Such
notice must be received prior to the Customer not paying any amount due to Synergy Utilities Limited Ta / Veld telecommunications,
failing which the Customer shall be deemed to be in breach of the Agreement and liable in respect of the entire balance. The Customer shall
remain liable to pay all amounts not in dispute in accordance with the terms of the Agreement.
4.7 The Customer remains liable for all charges whether the Customer or someone else used the Services and whether or not the Services
were used with the Customer's knowledge and consent or otherwise including and not limited to calls made by rogue callers and calls made
by any third party who has gained unauthorised access to the Customer's system.
4.8 All your charges (including the Price Plan Charge) include an annual price increase (rounded up to the nearest whole pence), which will be
calculated by multiplying the charges individually by a percentage comprised of the Consumer Price Index (CPI) rate figure published by the
Office for National Statistics in January of that year (ignoring any negative figure), plus 3.9%. The increase will take effect on bills dated on or
after 31st march of each year and use the CPI figure published in that calendar year. If the CPI figure is negative in the relevant year. We will
only increase the charges by 3.9%. Synergy Utilities Limited Ta / Veld telecommunications will always give you the customer 14 days’
notice such notice to be given on the monthly invoice. The change to your charges as a result of this annual increase will not give you the right
to terminate this agreement without paying a cancellation charge.
4.9 Should the Customer terminate the Agreement prior to the expiration of the term the Customer shall be liable for and shall repay to
Synergy Utilities Limited Ta / Veld telecommunications any spent ‘tech fund’ up to the date of termination of the Agreement which shall
be paid no more than seven days following termination of the same.
5. Suspension of the Services
5.1 Synergy Utilities Limited Ta / Veld telecommunications shall be entitled to suspend services, for business, operational or technical
reasons.
5.2 If the Customer is in breach of a material term of the Agreement Synergy Utilities Limited Ta / Veld telecommunications may at its sole
discretion and upon giving the Customer written notice elect to suspend without compensation the provision of Services for a period not
exceeding 14 days. If the breach is capable of remedy and is remedied by the Customer within the 14-day period, then Synergy Utilities
Limited Ta / Veld telecommunications shall recommence the provision of the Services. If the breach is not capable of remedy within the
period of 14 days, then Synergy Utilities Limited Ta / Veld telecommunications shall have the option of either terminating the
Agreement or of continuing the Services.
6. Liability, Indemnity and Insurance
6.1 Neither party shall be responsible to the other in contract, tort or otherwise for any loss of business, loss of data, contracts, anticipated
savings or profits or for any other indirect or consequential loss whatsoever save that this exclusion shall not apply to the fraudulent activities
of either party nor to any claw -back or other loss suffered by Synergy Utilities Limited Ta / Veld telecommunications pursuant to the
determination by an airtime services provider that the Customer has used and/or provided the Services using the Equipment and/or Services
which it deems a gateway.
6.2 Synergy Utilities Limited Ta / Veld telecommunications shall ensure that it always has in place suitable and valid insurance that shall
include Public Liability Insurance.

6.3 Synergy Utilities Limited Ta / Veld telecommunications total liability for any loss or damage caused as a result of its negligence or
breach of the Agreement shall be limited to the sum defined therein.
6.4 Synergy Utilities Limited Ta / Veld telecommunications shall not be liable for any loss or damage suffered by the Customer that results
from the Customer’s failure to follow any instructions given by Synergy Utilities Limited Ta / Veld telecommunications or any third
party engaged in the provision of the Services.
6.5 Nothing in these Terms and Conditions nor in the Agreement excludes or limits the liability Synergy Utilities Limited Ta / Veld
telecommunications for:
6.5.1 Death or personal injury caused by Synergy Utilities Limited Ta / Veld telecommunications negligence.
6.5.2 Any matter which it would be illegal for Synergy Utilities Limited Ta / Veld telecommunications to exclude or attempt to exclude its
liability; or
6.5.3 Fraud or fraudulent misrepresentation.
6.6 Subject to the remaining provisions of this clause 6:
6.6.1 Synergy Utilities Limited Ta / Veld telecommunications total liability in contract, tort (including negligence or breach of statutory
duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the
Agreement shall be limited to the Agreement price; and
6.6.2 Synergy Utilities Limited Ta / Veld telecommunications shall not be liable to the Customer for any pure economic loss, loss of profit,
loss of business, depletion of goodwill or otherwise, in each case whether direct, indirect or consequential, or any claims for consequential
compensation whatsoever (howsoever caused) which arise out of or in connection with the Agreement.
6.7 Synergy Utilities Limited Ta / Veld telecommunications shall indemnify the Customer against any costs, liability, damages, loss, claims
or proceedings arising out of Synergy Utilities Limited Ta / Veld telecommunications breach of the Agreement.
6.8 The Customer shall indemnify Synergy Utilities Limited Ta / Veld telecommunications against any costs, liability, damages, loss, claims
or proceedings arising from loss or damage to any equipment (including that belonging to any third parties appointed by Synergy Utilities
Limited Ta / Veld telecommunications) caused by the Customer or its agents or employees.
6.9 Neither Party shall be liable to the other or deemed to be in breach of the Agreement by reason of any delay in performing, or any failure
to perform, any of that Party’s obligations if the delay or failure is due to any cause beyond that Party’s reasonable control.
7. Fraud
7.1 For the avoidance of doubt, fraudulent activity includes but is not limited to:
7.1.1 Calls made from the Customer’s PBX without their knowledge;
7.1.2 Calls made utilising the Customer’s authentication details, or Calls made from an authenticated IP address;
7.1.3 restricted International Calls.
7.2 The Customer acknowledges that the Service known as “fraud monitor” is not a fraud prevention system and does not prevent
unauthorised access to the Equipment. It is the sole responsibility of the Customer to setup and maintain their own security
independently of Synergy Utilities Limited Ta / Veld telecommunications and therefore Synergy Utilities Limited Ta / Veld
telecommunications accepts no liability whatsoever for any costs incurred as a result of a breach of security.
7.3 For the avoidance of any doubt, the Customer’s responsibilities include but are not limited to;
7.3.1 Secure implementation and management of their systems including any hardware not provided by Synergy Utilities Limited Ta / Veld
telecommunications such as Firewalls or PBX.
7.3.2 Maintaining security and confidentiality of authentication details for online service portals and other services.
7.3.3 Mitigate exposure to any suspected or known security breach by resetting passwords, requesting that accounts are disabled and
reporting the incident to Synergy Utilities Limited Ta / Veld telecommunications.
7.3.4 Reporting the incident to the Police.
7.4 The Customer accepts full and complete liability for any costs, losses or damages incurred as a result of fraud and agrees to indemnify
Synergy Utilities Limited Ta / Veld telecommunications against any costs, losses or damage suffered by Synergy Utilities Limited Ta /
Veld telecommunications arising from any fraudulent activity including any costs and expenses reasonably incurred by Synergy Utilities
Limited Ta / Veld telecommunications in investigating any such fraudulent activity.
7.5 Synergy Utilities Limited Ta / Veld telecommunications reserves the right to invoice the Customer for any loss incurred by Synergy
Utilities Limited Ta / Veld telecommunications as a result of fraudulent activity.
7.6 Synergy Utilities Limited Ta / Veld telecommunications recommends that the Customer obtains professional security advice with regard
to PBX, trunking or other equipment or resource
7.7 Synergy Utilities Limited Ta / Veld telecommunications reserves the right to automatically restrict the Customer from making
international calls i.e. calls made from the system and lines
to countries outside of the United Kingdom unless a specific request from the customer is made to Synergy Utilities Limited Ta / Veld
telecommunications to have these calling capabilities unrestricted. In which case the Customer accepts all liability for call charges incurred
as a result of fraudulent activity. Synergy Utilities Limited Ta / Veld telecommunications will not be held accountable or liable for all
restricted calls and costs incurred as a result.
7.8 The Customer hereby accepts that they are liable for ALL call charges that occur on their lines and calls in line with agreed charges
prior to the Agreement.
8. Confidentiality
8.1 Confidential information means all confidential information however recorded or preserved disclosed by a party or its Representatives (as
defined below) to the other party and that party’s Representatives whether before or after the date of the Agreement in connection with the
provision of the Services in accordance with the Agreement included but not limited to:
8.1.1 The terms of the Agreement;
8.1.2 Any information that would be regarded as confidential by a reasonable business person relating to;
8.1.2.1 The business affairs, customers, clients, suppliers, of disclosing party belongs; and
8.1.2.2 The operations, processes, product information, know-how, designs, trade secrets or software of the disclosing party (or any
member of the group of companies to which the disclosing party belongs.

8.1.3 Any information developed by the parties in the course of carrying out the Agreement.
8.1.4 Representatives means, in relation to a party, its employees, officers, representatives and advisers.
8.2 The provisions of this clause shall not apply to any Confidential Information that:
8.2.1 Is or becomes generally available to the public (other than as a result of its disclosure by the receiving party or its Representatives in
breach of this clause) ;).
8.2.2 was available to the receiving party on a non-confidential basis before disclosure by the disclosing party.
8.2.3 was, is or becomes available to the receiving party on a non-confidential basis from a person who, to the receiving party’s knowledge,
is not bound by a confidentiality agreement with the disclosing party or otherwise prohibited from disclosing the information to the
receiving party; or
8.2.4 Is developed by or for the receiving party independently of the information disclosed by the disclosing party.
8.3 Each party shall keep the other party’s Confidential Information confidential and shall.
8.3.1 Use such Confidential information except for the purpose of exercising or performing its rights and obligations under or in
connection with the Agreement (Permitted Purpose); or
8.3.2 Disclose such Confidential Information in whole or in part to any third party, except as expressly permitted by this clause 8.
8.4 A party may disclose the other party’s Confidential Information to those of its Representatives who need to know such Confidential
Information for the Permitted Purpose, provided that:
8.4.1 It informs such Representatives of the confidential nature of the Confidential Information before disclosure; and
8.4.2 it procures that its Representatives shall, in relation to any Confidential Information disclosed to them, comply with the obligations set
out in this clause as if they were a party to this agreement, and at all times, it is liable for the failure of any Representatives to comply
with the obligations set out in clause 8.
8.5 A party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any
government or other regulatory authority or by a court or other authority of competent jurisdiction provided that to the extent it is legally
permitted to do so, it gives the other party as much notice of such disclosure as possible and, where notice of disclosure is not prohibited and
is given in accordance with this clause 8 it takes into account the reasonable requests of the other party in relation to the content of such
disclosure.
8.6 A party may, provided that it has reasonable grounds to believe that the other party is involved in activity that may constitute a criminal
offence under the Bribery Act 2010, disclose Confidential Information to the Serious Fraud Office without first informing the other party of
such disclosure.
8.7 Each party reserves all rights in its Confidential Information. No rights or obligations in respect of a party’s Confidential Information
other than those expressly stated in the Agreement are granted to the other party or to be implied from the Agreement.
8.8 On termination of the Agreement each party shall:
8.8.1 Destroy or return the other party all documents and materials (and any copies) containing, reflecting, incorporating or based on the
other party’s Confidential Information;
8.8.2 Erase all the other party’s Confidential Information from computer and communications systems and devices used by it, including
such systems and data storage services provided by third parties (to the extent technically and legally practicable); and
8.8.3 Certify in writing to the other party that is has complied with the requirements of this clause, provided that a recipient party may
retain documents and materials containing, reflecting, incorporating or based on the other party’s Confidential Information to the extent
required by law or any applicable governmental or regulatory authority. The provisions of this clause shall continue to apply to any such
documents and materials retained by a recipient party, subject to clause 3.
8.9 Except as expressly stated in the Agreement, no party makes any express or implied warranty or representation concerning its
Confidential Information.
8.10 The provisions of this clause 8 shall survive for a period of five years from termination of the Agreement.
9. Force Majeure
9.1 No Party to the Agreement shall be liable for any failure or delay in performing their obligations where such failure or delay results from any
cause that is beyond the ‘reasonable’ control of that Party. Such causes include but are not limited to: failure or negligence of any third party
engaged in the provision of the Services, power failure, internet service provider failure, industrial action, civil unrest, fire, flood, storms,
earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the control of the Party in question.
9.2 In the event that a Party to the Agreement cannot perform their obligations hereunder as a result of force majeure for a continuous period
of 2 months the other Party may at its discretion terminate the Agreement by written notice at the end of that period. In the event of such
termination, the Parties shall agree upon a fair and reasonable payment for all Services provided up to the date of termination. Such payment
shall take into account any prior contractual commitments entered into in reliance on the performance of the Agreement.
10. General
Synergy Utilities Limited Ta / Veld telecommunications reserves the right to change the provider of the Services to it at any time; further
Synergy Utilities Limited Ta / Veld telecommunications reserves the right to change these Terms and Conditions at its sole discretion by
giving the Customer not less than 14 days’ notice (usually on the front page of the monthly bill and/or on its website at
www.synergyutilities.net and continued use of the Services thereafter will be deemed acceptance of such changes.
11. No Waiver
No failure or delay by either Party in exercising any of its rights under the Agreement shall be deemed to be a waiver of that right, and no waiver
by either Party of a breach of any provision of the Agreement shall be deemed to be a waiver of any subsequent breach of the same or any
other provision.
12. Further Assurance
Each Party shall execute and do all such further deeds, documents and things as may be necessary to carry the provisions of the Agreement
into full force and effect.
13. Costs

14. Set-Off
Neither Party shall be entitled to set-off any sums in any manner from payments due or sums received in respect of any claim under the
Agreement or any other agreement at any time.
15. Assignment and Sub-Contracting
15.1 The Agreement shall be personal to the Parties. Neither Party may assign, mortgage, charge (otherwise than by floating charge) or sublicense
or otherwise delegate any of its rights thereunder, or sub-contract or otherwise delegate any of its obligations thereunder without the
written consent of the other Party, such consent not to be unreasonably withheld.
15.2 Synergy Utilities Limited Ta / Veld telecommunications shall be entitled to perform any of the obligations undertaken by it through any
other member of its group or through suitably qualified and skilled sub-contractors. Any act or omission of such other member or sub-contractor
shall, for the purposes of the Agreement, be deemed to be an act or omission of Synergy Utilities Limited Ta / Veld telecommunications.
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