TERMS AND CONDITIONS OF SALE

1.INTRODUCTION and DEFINITIONS

1.1 Xtraphones UK Ltd., trades under the name “Xtraphones.” ( “we “ and  “ Us “ and ” Our “)

1.2 We are a Company registered in England and Wales, registered number 08204476

1.3 Our Registered Office is Suite 2, Haughmond View, Shrewsbury Business Park, Shrewsbury, Shropshire, SY2 6LG UK.

1.4 Our Trading Address is Suite 2, Haughmond View, Shrewsbury Business Park, Shrewsbury, Shropshire, SY2 6LG UK.

1.5 Our contact details are 

Telephone 01743 598025

Email info@xtraphones.co,uk

1.6 In this Agreement the following words and expressions shall have the meanings set out below and shall apply to all contracts whether for Equipment, Network and/or Airtime Services:-

1.7 Agreement – this  Agreement covers the supply of equipment and or services supplied by “Xtraphones.”

1.8 Airtime Agreement – this is the airtime agreement provided by the relevant Network or Service Provider.

1.9 Airtime Services – is the cellular mobile telecommunications airtime and and network capacity procured from an a Network or service provider.

1.10 Applicable Terms – no  other terms are applicable to this contract unless expressly agreed in writing  by Xtraphones  and signed by an authorised person. No previously agreed terms or terms previously referred to shall apply. No implied, trade, custom,  practice or terms in the course of dealing  shall apply to this contract.

1.11 Authorised Person – a current appointed Director of Xtraphones.

1.12 Contract – The Contract between You and Us when the order is submitted and We accept the order from You. Upon submitting the Order, You acknowledge and are agreeing, unconditionally,  to our Terms and Conditions.

1.12 Connection  – is the connection of an end user to a Network or  Service Provider so that the end user is  able  to access and utilise the Airtime Services.

1.13 Customer –  “You” “Your” “ She “ He “ “ it” is the person signing this contract for the purposes of the supply of Equipment, Network  and/or Air Time Services.

1.14 Delivery Location – Such address as supplied by the Customer or agreed between Xtraphones and the Customer.

1.15 Downward Migration – is in respect of a connection, the Transfer ( at the request of the Customer ) from one tariff provided by the Network or Service Provider ( the Old Tariff ) to another tariff  provided by the same Network or Service Provider ( the New Tariff ) which results in the customer being charged a lower monthly line rental under the New Tariff than was being charged under the Old Tariff.

1.16 Effective Date – This is the commencement  date of the contract and the contract shall continue until termination by either party under the terms and conditions of  this contract.

1.17 Mobile Equipment – is the mobile communications handsets and other associated equipment  as specified in the Order, subject to availability. (  If we are unable to provide the mobile equipment specified in the order we reserve the right to provide alternative    Mobile Equipment equal to or superior to that specified ) You acknowledge that some or all of the equipment may be provided  under a Mobile Equipment Leasing Contract.

1.18 Minimum Term – is the minimum time/terms the Customer has agreed to maintain a connection under the Air Time Agreement. 

1.20 Monthly Subsidy Amount – is the amount derived by dividing the Subsidy  payable for a connection by the number of months in the Minimum Term applicable to that connection.

1.21 Subsidy – is the sum payable  by Xtraphones to the Customer as is determined by Xtraphones in its sole discretion taking into consideration the number of connections which the Customer is taking, the applicable tariffs and the Minimum Terms which the Customer enters into.

  1. Mobile Equipment

2.1 In consideration of the Customer entering into an Agreement with Xtraphones,  We agree to supply such Mobile Equipment as is ordered by the Customer from time to time. The Terms of this Agreement shall apply to the supply of any Mobile Equipment or Airtime.

2.2 Xtraphones shall use its reasonable endeavours to deliver the Mobile Equipment to the Delivery Address on the date agreed but it is agreed that time of delivery  is not of the essence. Any dates quoted  for delivery of Mobile Equipment are approximate, We shall not be liable for any  delivery delays, how so ever caused.

2.3 Once delivered, which is deemed completed on the second business day after posting, by Xtraphones or the provider, or collection by the Customer, the risk in the Mobile Equipment will pass to the Customer. The Customer will be liable for  any loss or damage to the Mobile  Equipment.

2.4 The Customer shall inform Xtraphones of any defect in the Mobile  Equipment within three (3) days of delivery. Failure to notify of any defect within this time is deemed as acceptance of the  Mobile Equipment and Xtraphones will have no liability thereafter.

2.5 The Title of the  Mobile Equipment supplied to the Customer shall not  pass from Xtraphones to the Customer until the full term of the  Airtime Agreement is completed. Should the Customer terminate the agreement prior to end of the Airtime Agreement He/She will be liable to repay the current RRP of the Mobile Equipment supplied plus an administration charge of £49.00 + VAT.

2.6 Subject to 2.5 above Tittle to the  Mobile Equipment shall remain with Xtraphones until all sums outstanding under this Agreement  are paid in full, by You to Us, including but not limited to any cancellation fees due.

  1. Provision of Services

3.1 In consideration of you paying all charges and fulfilling all of your commitments as set out in this Contract, We agree to supply the Airtime and Mobile  Equipment subject to the conditions  in this Contract.

3.2 Xtraphones shall use its reasonable endeavours to provide the services on the  dates agreed.

3.3 Xtraphones shall use its reasonable endeavours to ensure that the services are supplied  with reasonable skill and care.

3.4 upon entering into Our Contract and upon receipt of Your Mobile Equipment/Airtime Service/Network Provider You have agreed to our Terms and Conditions herein, as supplied to You.

  1. Customer Obligations

4.1 You –         (a) shall ensure that the order is complete and accurate; and               

                        (b) shall co-overate with Us in all matters relating to the supply of Mobile  Equipment and Airtime/Network Services; and                       

                        (c) will provide to Us  all any any information We may  reasonable require from You in order to complete Our order and supply to You the Mobile Equipment and Airtime/Network services You have ordered from Us. This shall include, but not limited to access codes for connection purposes and ensure such information, is current, accurate  and complete; and

                        (d) notify Us of any changes of address, registered office or location in a timely manner; and

                        (e) comply fully with the terms if the Airtime/Network provider and any leasing terms and conditions in respect of any Mobile Equipment, including but not limited to, payments terms, charges and fees and any other such charges; and

                        (f) give to Us or the Airtime Provider authorisation to disclose any information in respect of your  Airtime/Network contract; and

                        (g) if provided with multiple  ( 10 or more ) Mobile devices under this contract, set-up and maintain on-line billing throughout the term of the Contract; and

                        (h) allow reasonable access to Your premises for the purpose of setting up and installing  any Mobile Equipment as  should reasonably be required; and

                        (i) ensure  that your premises are set up to receive the services required by you, ( including but not limited to wiring and power supplies ) ; and

                        (j) allow Us full access to Your Airtime/Network suppliers account in connection with Your account.

  1. Charges and Payment

5.1 The price for Mobile Equipment and Airtime/Network Services provided by Us to You shall be detailed in the order.

5.2 Xtraphones shall at their sole discretion apply a charge for the supply of a handset, the details of which will be advised in Your order.

5.3 Xtraphones reserves the right to increase their charges from time to time. Notice of such increases will be provided to the customer seven ( 7 ) days prior to those charges being implemented. Such price increases do not give rise to any entitlement to the Customer to terminate the Contract. Should there be any price increase to Us,  in respect of Mobile Equipment ordered,  but before delivery, You will be given such notice as possible before delivery and the increase of the Equipment shall be reflected in the invoice.

5.4  Any monthly payments shall be invoiced to You by Us and payment shall be made to Us by way of Direct Debt.  Any non-payment or cancellation of the direct debit shall incur a administration fee of £15 plus any fees charged to Us  by our bank. 

5.5 The Customer is liable  to pay to Xtraphones the agreed charge for each item of Mobile Equipment and any services ordered by You, in full and cleared funds ,  within five (5) days from the date of invoice. We may invoice You at any time for charges agreed under this Contract.

5.6 We reserve the right to add a surcharge to any payments made to Us by  a credit card transaction.

5.7 Interest is payable at the rate of 5% above  the Nat West Bank PLC base rate on any account standing overdue. Such interest will be accrued on a daily basis from the date the payment is due.  Interest will continue to be payable  on any outstanding sum, whether before or after judgement, and will be compounded quarterly. This does not restrict Our rights to other remedies. We may offset any monies owed by You to Us against any monies due to You from Us. This includes, but not exclusively the right to take action in the County Court or refer the debt to a third party collection agency. Any additional costs or fees of collection  or legal action taken will be added to the original debt.            

5.8 Any fees or charges incurred by Us in respect of  fraudulent or unauthorised use  of Your Mobile Equipment shall be charged  to You and  is payable by You.

5.9 You must pay all invoices rendered for payment in full, without any set-off, counterclaim, deduction or withholding ( other than the withholding of taxes as required by law ). We may set off any amount owing by Us to You against any amount payable by Us to You.

  1. Deal Incentives/Early Term Fees/Payments and Reclamation’s/Subsidies 

6.1 Subject to the provisions in clause 6, Xtraphones may at their sole discretion give  a subsidy as a result of a Customer entering into an  Airtime Agreement with the Network provider. Such a subsidy will be provided using the following methods:-

                        (a) deducting the value of the subsidy from the value of the Mobile Equipment; or

                        (b) deducting the value of the subsidy from the Airtime Agreement with the Network Provider; or

                        (c) The Payment of monies equal to the amount of the subsidy to the Customer in-full after a period of 6-12 months from the connection date where a contract of a minimum terms of 36 months is taken out; or

                        (d) using such amount equal to the subsidy to discharge any termination changes or fees levied upon the Customer by the Network service provider for terminating their previous Airtime Agreement this subject to Xtraphones being provided with a valid invoice from the network provider; or

6.2 any subsidy payable by Xtraphones, whether by instalment or by deduction, shall be paid  within fourteen  (14 ) days from the date that the Customer present the relevant qualifying invoice providing that :-

                        (a) the connection is still active on  the date the payment of the subsidy is due;

or/and

                        (b) where the payment  is payable by instalments or after a prescribed period, the appropriate effective date has passed; or/and

                        (c) The invoice has been raised in accordance with the terms of this Agreement.

6.3 where the:-

                        (a) invoice is raised is in respect of termination charges ( see 6.1.d ) this amount is invoice within three (3) months from the connection date; or/and

                        (b) the invoice is for the payment of monies pursuant to 6.1.c, the amount is  invoiced during the Minimum term; or/and

                        (c) amount claimed is being deducted from the price of the Mobile Equipment /services ordered by the Customer pursuant to 6.1.a & b, the amount is claimed during the minimum term.

6.4 in the event that the Customer fails to invoice/claim the subsidy within the timescales of 6.1a,b,c & d, the Customers right to that subsidy ceases.

6.5 The Customer acknowledges that the payment of any subsidy us conditional upon:-

                        (a) the Customer maintaining the connection for the minimum term agreed under their contract; and

                        (b) no downward migration of their  connection during the term of the contract; and

                        (c) any such other conditions as notified by Xtraphones to the Customer from time to time.

6.6 should any of the conditions in 6.5 a,b or c be breached Xtraphones shall be entitled to reclaim or withhold that portion of the subsidy that is affected by the breach of those conditions.

6.7 further conditions which will render the subsidy repayable, whether payable  in whole or by instalment,  in whole or in part:-

                        (a) if the connection is discontinued, for whatever reason, prior to the expiry of the  minimum term; or

                        (b) a connection is upgraded/reassigned without the relevant written permission to another Network provider, dealership or broker prior to the expiry of the minimum term; or

                        (c) a connection or the care of a connection is transferred to another network, service provider, dealership or broker prior to the end of the minimum term; or

                        (d) a connection is downward migrated during the minimum term for what ever reason.

6.8  if the  relevant Service or Network provider ( for what ever reason ) withholds or reclaims in part or in full any of the connection commissions paid to Xtraphones by the provider in respect of the qualifying connection. Xtraphones shall be entitled to reclaim the  proportion of the subsidy, from the Customer, that is equivalent to the monthly subsidy amount, for each month, ( pro rata for each incomplete month ) for the balance of the minimum term which is unexpired at the date of disconnection, downward migration upgrade or reassign or transfer.

6.9 any such sum either reclaimed or withheld pursuant to clause 6.7a, b , c, or d, shall be invoiced to the customer and shall be payable as per clause 5 of this Agreement.

6.10 any breach of  the terms and conditions of this Agreement shall render all subsidies repayable on demand.

  1. Contractual Breach

In the event that a customer cancels prior to connection, disconnects a connection prior to the expiry of  the minimum term, upgrades or reassigns a connection, for what ever reason, in breach of this agreement prior to the expiry of the minimum term, transfers a connection, or the care of a connection, to another Network or Service Provider, dealership or broker prior to the expiry of the minimum term Xtraphones shall be entitled to charge the Customer an administration charge  of £250.00 per connection. This fee is payable as per clause 5 of this Agreement.

  1. Termination and Suspension of Services

8.1 You may terminate a contract by giving Us 30 days notice in writing of your intentions, this   subject to cause 9 of this Agreement.

8.2 without affecting any other right or remedy available to Us/You, either party may terminate the contract with immediate effect by giving written notice to the the party if`;-

                        (a) the other party commits a material breach of its obligations under this contract and if such a breach is capable of remedy, fails to remedy that breach within 30 days of receipt of written notice in writing to do so; or

                        (b) the other party takes any steps or actions in relation to entering into administration, liquidation, arrangement with its creditors,  intends to enter into a personal Voluntary Arrangement with its creditors, Voluntary or ordered by the courts winding  up action, have a receiver appointed, or ceases to carry on trading ; or

                        (c) the other party ceases, suspends, ceases or threatens to cease to trade or carry on a substantial part of its business; or

                        (d) the financial position of the other party is  such that it cannot adequately fulfil its obligations under the terms of this Agreement.

8.3 We may terminate this agreement, with immediate effect, without any affect on Our other rights or remedies, by giving You written notice if You fail to pay any amount due under this contract, whether  for  Mobile Equipment or Service/Network provision, on the due date.

8.4 We may suspend, disconnect or suspend delivery of Mobile Equipment or  supply of services, without any affect  to Our  other rights and remedies,  under the terms if this or  any other contract You have with Us if:-

                        (a) You fail to make  any payment due to Us on the due date; or

                        (b) You become subject to any of the events listed in 8.2.b; or                       

                        (c ) You fail to sign a Network Contract or pay any deposit when requested to do so.

8.5 where any services are suspended or disconnected under clause 8.3 a, b, or c, You are liable to pay a disconnection fee of £250.00.

  1. Returns and Cancellations

10.1 Xtraphones will only process a cancellation of any Agreement upon the return of  and receipt of any good supplied as agreed and subject to clause 10 of this Contract .

10.2 to effect and authorised cancellation you must call Xtraphones customer care line on 01743 598025 and obtain a returns code. Should you fail to obtain the return code and subsequently return goods to us Your  Contract will still be in force.

10.3 all goods must be returned to Us within seven ( 7 ) days of receipt by the Customer. Any goods received by Us outside of these dates will be returned to the Customer and the Contract shall remain in force.

10.4 the  goods shall remain the responsibility of the Customer until such a time as Xtraphones confirms receipt of them. It is therefore highly recommended that goods are returned via a recorded or registered delivery service.

10.5 all goods  must be returned in their original packaging and in their original condition. Goods arriving in any other condition will  not be accepted for return.

10.6 on  termination of cancellation of your contract You shall immediately pay to Us all charges and any outstanding unpaid invoices, plus any interest due on any outstanding invoices.

10.7 where cancellation, prior to the expiry  of the minimum term  is agreed, in writing by both parties, or the Contract is terminated due to a breach by You,  a cancellation fee  of £250.00 is payable to Us by You if :-

                        (a) the Contract is terminated or cancelled for any reason; or

                        (b) the Network Contract is terminated; or

                        (c) the Network Services are terminated  or disconnected as a consequence of the Customers breach of the Network Contract; or

                        (d) or the Mobile Equipment Leasing contract is terminated.

10.8 You acknowledge that the cancellation fee represents a genuine pre-estimate of the less suffered by Xtraphones due to the early termination of the Contract and does not represent a penalty.

10.9 any termination or cancellation of the contract does not affect any other rights, remedies, obligations and/or liabilities of either party, which may have accrued up to the dates termination or cancellation, including the right to claim damages in respect of any breach of contract which existed prior to the termination or cancellation.

10.10 any term under this contract which by implication or expressly is intended to survive or  continue after termination or cancellation shall do so with its full and effect.

10.11 the Parties shall use their best endeavours to resolve any dispute arising from or in connection with any part of this Contract, and will do so in good faith. We will provide all documentation requested or required to resolve any dispute and  clearly state or reasons for the dispute.

10.12 should any dispute remain unresolved after all resonate attempts at resolution have failed We reserve the right to seek a legal remedy through the Courts at any time.

Any fees, court costs and charges incurred by us in using such a remedy will be repayable by You.

You acknowledge that all such fees are reasonable not withstanding rule 27.14 of the civil procedure rules ( or as amended ).

Should we refer any overdue invoice to a third party debt recovery agency all fess and charges made by them  will become payable by You.

  1. Warranties and Indemnities

11.1 Xtraphones shall use its reasonable endeavours to provide the Services  on the dates agreed by the parties and ensure the Services are provided with reasonable skill and care.

11.2 the Customer acknowledges that Xtraphones is not the manufacture of the Equipment  and accordingly that the warranty given by Xtraphones is limited to:-

                        (a) if any  Mobile Equipment to the reasonable satisfaction of Xtraphones is proved to be defective in either material or workmanship the  Mobile Equipment should be returned to Us within fourteen ( 14 ) days of its delivery; and

                        (b)  Xtraphones  will either repair, replace or substantially substitute the Mobile Equipment for equivalent goods or credit the Customer in respect of any such goods.

                        (c) such replacement, repair, substitution or credit will only take place upon return and confirmed receipt of the goods. Upon such receipt the goods then  belong,   free of any tie or obligation,  to Xtraphones.

                        (d) if the goods have been, altered, repaired, or misused in any way any warranty is deemed invalid.

                        (e) likewise if the goods have been improperly installed, connected  or maintained such actions will cause the invalidation of any warranty.

                        (f) save as provided in this clause, Xtraphones confirms that it excludes all conditions and any warranties, stipulations,  either express or implied, statutory, custom and practice, customary or any other which might exist but for its exclusion, from this agreement.

                        (g) any goods sold “ without warranty “ are subject to a strict no return policy.

11.3 In consideration of Us  entering into a contract with You, You indemnify Us against all liabilities, costs, expenses, damages and losses, including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation, and all interest, penalties  and legal costs ( these calculated on a full indemnity basis  )  and all other areas of professional costs and expenses incurred by Us arising out of  or in connection with;

                        (a) and breach or negligent performance or non-performance of this contract; and

                        (b) the enforcement of this contract.

  1. Buyout and Third Party Termination Charges

12.1 You acknowledge that by entering into a Airtime or  Network Service Contract, you may be subject termination or other charges, ( a Buyout charge )  to a Network Provider or third party for cancelling/terminating an existing contract with that Network Provider or third party.

12.2 At the sole discretion of Xtraphones, we may, in your order, specify a sum that we will reimburse You to cover some or all of the termination/cancellation charges in 12.1. To reimburse You, We will require a valid invoice from You to Us for the sum of the Buyout charge. You must provide to us a valid VAT invoice for any agreed Buyout along with a copy of your final bill, with your previous Network Provider, showing the termination charges within ninety ( 90) days of connection.

12.3 Payment of the Buyout charge with your previous network remains Your sole responsibility. We shall, at our sole discretion, provided that you are not in breach of your previous Network Providers contract and upon receipt of the invoice as in 12.2 shall reimburse you for the buyout amount. Reimbursement will ( under clause 12 ) be paid monthly in equal instalments at the same monthly rate as the minimum contract term. The initial instalment will be made 45 days after the receipt if the required invoice in 12.2.

  1. Limitation of Liability

13.1 subject to 13.2, We shall not be liable to You, whether in contract or in tort  ( including any act of negligence ), for breach of statutory duty, or otherwise, arising or in connection with the Contract for:-

                        (a) loss of profits; or

                        (b)loss of sales or business; or

                        (c) loss of agreements or contracts; or

                        (d) loss of anticipated savings ; or

                        (e) loss of use or corruption of software, data or information; or

                        (f) loss of or damage to goodwill; or

                        (g) any indirect consequential loss.

13.2 Our liability for loss or damage shall not exclude our  liability for:-

                        (a) death or personal injury caused by Our negligence or that of Our employers, agents or subcontractors; and

                        (b) fraud or  fraudulent misrepresentation; and

                        (c) any other liability in which We cannot lawfully limit or exclude.

13.3 Our liability to You, whether in contract or in tort ( including negligence ), breach of statutory duty or otherwise arising under this Contract or in connection with it, shall be limited to the amount payable  under the terms of this contract by You to Us, in one calendar year, in which the incident for liability occurred. 

13.4 This Contract, to the fullest extent possible, excludes the terms implied by sections 12-15 of the Sale of Goods Act 1979 ( as amended ) and this Contracts also excludes, to the fullest extent possible the terms implied by sections 3-5 of the Supply of Goods and Services Act 1982 ( as amended ).

13.5 This clause 13 shall survive termination of this contract.

  1. Confidentiality.

14.1 any and all parties to this agreement, shall for the term of this agreement and a period of three ( 3 ) years after its termination, disclose to any other person any confidential information. Confidential information being, but not limited to, the affairs and charges of the party except as remitted under this clause 14.

14.2 any party, to this Agreement,  may disclose the other parties confidential information to:-

                        (a) its employees, officers, representatives, subcontractors or advisors who need to know such confidential information for the purposes of carrying out their obligations under the Contract. All parties to whom this information is disclosed shall be subject to a confidentiality agreement equal to the terms of this Agreement; and

                        (b) as may be required by law, a court of competent jurisdiction or any Governmental Regulatory Authority; and

                        (c) as permitted to fulfil its obligations as in clause 14.3.

14.3 We may disclose your confidential information or other information to the Network Provider to enable us to provide you with the contracted services.

14.4 we may refer any overdue invoices to a third party debt recovery agency and such information as they may require to recover the debt shall be revealed  to them.

14.5 non of the  parties to this Agreement shall use the other party’s confidential information for any other purpose that to perform its obligations under this Contract.

  1. Review of Contract.

15.1 At Our  sole discretion or under the terms of your order Xtraphones shall review your contract  or upgrade your service. After reviewing Your contract Xtraphones may, but are under no obligation to do so, offer to you a new contract.

15.2 You are under no obligation to accept the new contract, however, if you agreed to accept the new contract you will sign a new Agreement/Contract.

15.3 where You agree to a new contract, cancellation of the old contract will not  be subject to clause 10.2. You will be bound to the terms of your new Contract, which may include a new minimum term.

15.4 nothing in this clause obliges Us to supply or upgrade any Mobile Equipment or reduce any charges payable. This clause ( 15 ) shall prevail where any terms are inconsistent with any new order.

  1. General Data Protection.

 

16.1 We will comply with all current and future Data Protection legislation. You will ensure that you have the necessary and appropriate consents  and notices to enable the lawful transfer of the Personal  Data  to Us for the duration of this Agreement.

16.2 Our General Data Protection Policy is available to view in Schedule 1 of this Agreement.

16.2 You consent to Us appointing Network Providers as a third-party processor of Personal Data under this Agreement, where applicable.

  1. General Terms.

17.1 assignment –  Xtraphones, may at any time, assign, mortgage, charge, subcontract, delegate, declare a trust over or deal with in any manner our obligations and rights under this Contract.

17.2 assignment – You shall not assign, transfer, charge or mortgage, subcontract or declare a trust over or deal with in any other such manner with any of the rights and obligation under this contract.

17.3 severance – if any part of this contract becomes or is judged to be illegal or unenforceable in law, it will be deemed to be modified to the extend that it becomes a legal valid contract. If modification is not possible then such part deemed to be illegal shall be seen as deleted but this act shall not have any affect on the legally, meaning and enforceability of the remaining parts of the contract.

17.4 waiver – any waiver of any right or remedy, in respect of this contract, shall only be effective if given in writing. That waiver is for the matter agreed and stated in the waiver and not for any other matter, or subsequent matter.

Any delay or failure  by us to enact  or exercise any of the rights  remedies in this  Contract or as  allowed by law, shall not be deemed nor constitute a waiver or those rights or remedies, nor shall it prevent the exercise of any rights or remedies in the future.

17.5 no relationship – Nothing in this contract is intended to nor shall be deemed to establish any , joint venture, or partnership between the parties. Nor shall it constitute any relationship which could be construed as an agency between the parties, nor give any form of authority for either party’s to commit the other  party on any basis.

17.6 Third Party Rights – This contract does not give ride to any rights under the Contract Rights ( Rights of Third Parties ) Act 1999 to enforce any term of this contract.

17.7 notices – any notices given to Us by You shall be by prepaid recorded delivery to the registered Office address and shall be deemed to be delivered two (2)  working days after posting, or such other address as We shall ask You to send it. Any notice given to You by Us shall be via email to the email address  as specified in your order, or by post at the address supplied by You or your registered office if your are a business.

Any notice delivered by hand  to Us from You should be so delivered at our registered office, or an address supplied to You by Us, and such letter be brought to the attention of a responsible person whose name should be noted by You. Such letter shall be deemed to be received by Us three (3) working days after such delivery.

Any notice  if sent by second class post, delivered in the manner as detailed above shall be deemed to be received on the fifth ( 5th ) day after posting; any email sent to the email address as stated on our invoice shall be deemed to be received on the day of transmission.

17.8 Variation – This contract is deemed to be the  entire agreement, no variation shall be effective, unless agreed by  all parties, signed and in writing ( Xtraphones – such signature must  be that of a Director ).

We may, from time to time, change Our Terms and Conditions and these may be viewed on Our web site. Such changes will take effect Thirty (30) days after posting on the site.

  1. Governing Law and Jurisdiction.

 18.1 This contract and any claim or dispute arising, whether contractual or non-contractual, shall be governed by and construed in accordance with the Laws of England and Wales.

18.2 Each party irrevocably agrees that the Courts of England and Wales shall have exclusive jurisdiction in any matter, dispute  or claim arising out if or in connection with this Contract.

Company Number 08204476

SCHEDULE 1

GENERAL DATA PROTECTION

Our commitment to You by Us in respect of our collection of personal data collected and processed is:-

  1. We will only process that data only as necessary and in accordance with your written instruction, as required by law or only as is required by Us to fulfil our obligations under this Contract.
  2. We will ensure that We have in place appropriate measure to protect all data against unlawful or unauthorised processing if Your personal data.
  3. We will protect against accidental loss or destruction of Your persona Data.
  4. We will ensure that all personnel who have access to or who process Your personal data are obliged to keep that data confidential.
  5. We will ensure that your personal data is not transferred outside the European Economic Zone unless we have Your written permission.
  6. We will ensure that all appropriate safeguards are in place when/if We transfer any of yYour personal data.
  7. At Your written request We will delete or return to You any personal data held upon termination of this Contract.
  8. We will maintain records and information to demonstrate Our compliance with this Schedule.

You agree and consent to us appointing Third Party processors of Personal data  held under this Agreement