Terms & Conditions

1. About Us

These Terms and Conditions govern the supply of goods and services by:

Comms Protect Ltd, 1 Evans Way, Deeside, CH5 1QJ United Kingdom

Email: hello@commsprotect.co.uk | Telephone: 01244 835330

All goods and services are supplied strictly to business customers. By placing an Order, the Customer confirms it is acting in the course of business and not as a consumer.

2. Interpretation

In these Terms:

• "Business Day" means any day other than a Saturday, Sunday or public holiday in England.
• "Charges" means all fees payable for Goods and/or Services.
• "Contract" means the agreement formed between the Supplier and the Customer in accordance with these Terms.
• "Customer" means the business purchasing Goods and/or Services.
• "Goods" means devices, hardware, equipment and related products supplied.
• "Minimum Term" means any agreed contract duration or commitment period.
• "Network Provider" means a telecommunications operator including, but not limited to, EE, O2, Vodafone and Three.
• "Network Provider Agreement" means any contract between the Customer and a Network Provider.
• "Order" means any accepted quotation, proposal, order form or instruction for Goods and/or Services.
• "Services" means telecommunications, consultancy, provisioning, licensing, deployment, support and related services.
• "Supplier" means Comms Protect Ltd.

3. Basis of Contract

• 3.1 These Terms apply to all Orders and Contracts unless agreed otherwise in writing.
• 3.2 A Contract is formed when the Supplier accepts an Order or begins supplying Goods or Services.
• 3.3 These Terms prevail over any terms provided by the Customer.
• 3.4 The Contract constitutes the entire agreement between the parties.
• 3.5 The Customer acknowledges that it has not relied on any representation not expressly contained in the Contract.

4. Role of the Supplier

• 4.1 The Supplier acts as an independent reseller and intermediary.
• 4.2 Airtime and network services are supplied by Network Providers under separate agreements.
• 4.3 The Supplier shall not be liable for: (a) network performance, coverage or availability; (b) network outages or faults; (c) charges billed by Network Providers; (d) tariff or contract changes imposed by Network Providers; (e) acts or omissions of third-party providers.
• 4.4 The Customer acknowledges that pricing and commercial terms may depend on maintaining Network Provider Agreements.

5. Orders

• 5.1 All Orders are subject to acceptance by the Supplier.
• 5.2 Quotations are valid for 30 days unless otherwise stated.
• 5.3 Once accepted, Orders may not be cancelled or amended without written agreement.
• 5.4 The Supplier reserves the right to charge for any costs incurred due to cancellation or changes.

6. Goods

• 6.1 Goods will be supplied as described in the Order.
• 6.2 The Customer is responsible for ensuring suitability for its intended use.
• 6.3 All implied warranties are excluded to the fullest extent permitted by law.

7. Delivery

• 7.1 Delivery dates are estimates only.
• 7.2 The Supplier is not liable for delays caused by third parties.
• 7.3 Risk passes to the Customer upon delivery.

8. Title to Goods

• 8.1 Ownership remains with the Supplier until full payment is received.
• 8.2 Until ownership passes, the Customer shall: (a) store Goods separately; (b) maintain insurance; (c) not dispose of Goods without consent.
• 8.3 The Supplier may recover Goods where payment is outstanding.

9. Services

• 9.1 Services will be provided with reasonable skill and care.
• 9.2 Services may depend on third-party systems or providers.
• 9.3 No guarantee is given that Services will be uninterrupted or error-free.

10. Device Configuration and Management

• 10.1 Devices may be pre-configured or enrolled prior to delivery.
• 10.2 The Customer is responsible for ongoing management and compliance.
• 10.3 The Supplier is not liable for issues arising from: (a) removal or alteration of configurations; (b) misconfiguration by the Customer; (c) third-party platform issues.

11. Customer Obligations

The Customer shall:

• provide accurate information
• comply with all laws and Network Provider terms
• use services lawfully
• secure devices and access credentials
• notify loss or misuse

12. Charges and Payment

• 12.1 All Charges are exclusive of VAT.
• 12.2 Payment must be made in accordance with agreed terms.
• 12.3 Time for payment is of the essence.
• 12.4 All payments must be made without deduction or set-off.
• 12.5 Late payment may result in: (a) interest charges; (b) suspension of services; (c) recovery costs; (d) legal action.
• 12.6 The Customer shall be responsible for all reasonable recovery and legal costs.

13. Commercial Basis of Pricing

• 13.1 Pricing, discounts and incentives may be based on: (a) Minimum Term commitments; (b) expected revenue over time; (c) maintaining active services.
• 13.2 The Customer acknowledges that changes to services may result in financial loss to the Supplier.

14. Hardware, Subsidy and Early Termination

• 14.1 Where Goods or commercial terms are subsidised, discounted or provided on favourable terms, this is based on the Customer maintaining agreed services and/or Minimum Term.
• 14.2 If the Customer: (a) terminates a Network Provider Agreement early; (b) reduces or disconnects services; (c) ports numbers away; (d) breaches agreements; (e) causes commission clawback or financial loss — the Supplier reserves the right to invoice for: (i) full cost of Goods; (ii) any discounts or incentives applied; (iii) commission clawback or losses incurred; (iv) remaining expected value over the Minimum Term; (v) administration and recovery costs.
• 14.3 Any such sums become immediately payable.
• 14.4 This clause survives termination.

15. Service Availability

Services are provided on an "as available" basis without guarantee of uptime or performance.

16. Liability

• 16.1 Nothing excludes liability for death, personal injury or fraud.
• 16.2 The Supplier shall not be liable for: (a) loss of profit or revenue; (b) loss of business; (c) loss of data; (d) indirect or consequential loss.
• 16.3 Total liability is limited to the value of Goods or Services supplied.

17. Recommendations

Any recommendations are given in good faith. The Customer is responsible for its decisions.

18. Confidentiality

Both parties shall keep confidential all commercially sensitive information.

19. Data Protection

Both parties shall comply with UK GDPR and applicable legislation.

20. Termination

Either party may terminate a Contract:

• upon expiry of any agreed term
• for material breach
• for non-payment
• upon insolvency

21. Force Majeure

The Supplier shall not be liable for delays caused by events beyond its control.

22. Suspension

The Supplier may suspend services where:

• payment is overdue
• misuse is suspected
• required by law or third parties

Charges may continue during suspension.

23. Intellectual Property

All intellectual property remains the property of the Supplier or its licensors.

24. Website Use

Website content is provided for general information only and may change without notice.

25. Indemnity

The Customer shall indemnify the Supplier against losses arising from:

• breach of these Terms
• breach of Network Provider Agreements
• actions resulting in financial loss to the Supplier

26. Variation of Terms

• 26.1 The Supplier may update these Terms from time to time.
• 26.2 The latest version will be available on the Supplier's website.
• 26.3 The version in force at the time of Order shall apply.
• 26.4 Material changes will apply to future Orders unless agreed otherwise.

27. General

• 27.1 No variation is valid unless agreed in writing.
• 27.2 No partnership or agency is created.
• 27.3 Failure to enforce rights does not waive them.

28. Governing Law

These Terms shall be governed by the laws of England and Wales. The courts of England and Wales shall have exclusive jurisdiction.