Terms & Conditions – Mobile

1. Agreement structure

1.1 Each Customer Agreement Form “CAF” between Customer and Truway Holdings Ltd t/a iCommunicate World (“ICW”) will incorporate these General Terms and any applicable Service Specific terms (together, the ‘Agreement’). Unless specifically stated otherwise in Customer Agreement Form CAF.

1.2 If there is any inconsistency between the various provisions of the Agreement, the following order of precedence will apply, where 1 has a higher precedence than 2 and so on: (1) Any agreed amendment/Amendment Notice (2) Customer Agreement Form “CAF”; (3) Service specific terms (4) General Terms.

1.3 The Customer Agreement Form “CAF” constitutes the Customer’s offer to the Company to purchase the relevant Equipment and/or Services on and subject to the terms of the Customer Agreement Form “CAF”, these Conditions, any other Service Specific Conditions and/or Promotional Terms referred to as being applicable. Once such offer is accepted by an authorised representative of the Company signing the Customer Agreement Form “CAF”, a Contract shall come into effect. The details recorded on the Customer Agreement Form “CAF”, together with these Conditions and any other Service Specific Conditions and/or Promotional Terms referred to as being applicable to the relevant Contract, shall be the exclusive terms and conditions of the Contract between the parties (to the fullest extent permitted by law) and any such Contract shall be conditional upon the credit status of the Customer being to the satisfaction of the Company (in its sole and absolute discretion) and, in respect of a Contract which provides for the supply of:

1.3.1 Equipment and/or Installation Services,

1.3.2 Fixed Network Services, and/or Maintenance Services,

1.4 All quotations, estimates and tenders are given and contracts are made by the Company subject to and only upon these Conditions which cannot be varied unless agreed in writing by the Company and these Conditions supersede and override all other terms and conditions appearing elsewhere including (without limitation) any terms and conditions of the Customer referred to on any website or which the Customer may purport to apply under any purchase order or acknowledgement of delivery or similar document; and/or established between the Company and the Customer by course of dealing.

1.5 For the purpose of Fixed Line supply, in the event of a conflict between these Conditions and any Service Specific Conditions, the Service Specific Conditions will prevail in respect of the relevant Service. In the event of a conflict between these Conditions, any Service Specific Conditions and the Customer Agreement Form “CAF”, the Customer Agreement Form “CAF” will prevail in respect of the relevant Service. In the event of any conflict between these Conditions and the Customer Agreement Form “CAF” in relation to any Equipment, the Customer Agreement Form “CAF” shall prevail. In the event of any conflict between (in relation only to the relevant Equipment and/or Services, the pricing of which is the subject of any applicable Promotional Terms) the Promotional Terms and any of either these Conditions, the Customer Agreement Form “CAF” and/or the Service Specific Conditions, the Promotional Terms shall prevail (but only in so far as they relate to the amount which is payable by the Customer in respect of the relevant Equipment and/or Services (and, for the avoidance of any doubt, the fact that the Promotional Terms are silent on a particular matter whereas any of these Conditions, the Customer Agreement Form “CAF” and/or the Service Specific Conditions make provision for the same, shall not be deemed to give rise to a conflict).

1.6 Any illustrations, samples or descriptive material provided by the Company, including drawings, specifications of weight, capacity or dimensions and particulars of shade shall not form part of the Contract but shall be treated as approximate only unless specifically stated otherwise. Any savings quoted are estimates and illustrative only. All documents containing such illustrative or descriptive material (as well as the copyright therein) shall remain the exclusive property of the Company and must not be copied or loaned or transferred. The Customer acknowledges and agrees that in entering into the Contract, it has not relied on any such illustrations, samples or descriptive material.

1.7 No variation of the terms of the Contract however notified (save with regard to the manuscript details on the Customer Agreement Form “CAF” including, where initialed by both parties, manuscript amendments to the type face, as such details may be inputted by authorised staff of the Company) will be accepted by the Company unless authorised by notice in writing by a Director of the Company.

1.8 Each order for Equipment and/or Services (except in the case of Installation Services which will form part of the contract for the supply of Equipment) shall be deemed a separate Contract (whether or not included on the same Customer Agreement Form “CAF”) to the effect that any delay or failure to supply Equipment and/or Services shall not entitle the Customer (to the extent that any such entitlement exists) to terminate the Contract for other Equipment and/or Services or any other contract entered into under these Conditions.

1.9 Any undertaking by the Customer not to do any act or thing shall be deemed to include an undertaking that the Customer shall procure that any user of the Services or Equipment to include (without limitation) any employee, agent or contractor, shall not do such act or thing.

1.10 The Customer warrants and undertakes to the Company that it is entering into the Contract for the purposes of its trade, business and/or profession.

1.11 The Customer shall be responsible for providing the Company with all information relevant to the supply of the Equipment and the provision of Services (as the case may be) within sufficient time to enable the Company to duly perform the Contract.

1.12 Without limitation to the generality of condition

1.12.1 the Customer shall be responsible for ensuring that the details set out on the Customer Agreement Form “CAF” and any drawings, sketches, specifications, descriptions or other instructions supplied by the Customer or any agent or representative of the Customer in connection with the supply of any Equipment or the supply of any Services (as the case may be) by the Company are accurate and fully describe the Customer’s requirements and the Customer shall be liable in respect of any liability, loss, injury, damage, demand, claim, cost charge or expense which may be incurred or sustained by the Company by reason of or arising directly or indirectly out of or in respect of any inaccuracy in respect of any such drawings, sketches, specifications, descriptions or other instructions in relation thereto, or where the compliance with any such any drawings, sketches, specifications, descriptions or other instructions by the Company constitutes the infringement of the intellectual property or other rights of another person.

2. Services and Coverage (Mobile only)

2.1 ICW shall use reasonable endeavours to provide the Customer with the Services and to ensure the security of Customer’s communications at all times. However, due to the nature of mobile technology, it is impossible to provide a fault-free service.

2.2 ICW/Network Carrier may suspend the Services: (i) in order to carry out maintenance or testing of the Network; (ii) during any technical failure of the Network, (iii) when it is necessary to safeguard the security and integrity of the Network or to reduce the incidence of fraud; (iv) where it identifies Artificially Inflated Traffic; or (iv) due to Emergency Planning Measures. ICW/Network Carrier shall endeavour to keep all such suspensions to a minimum and shall give Customer notice of such suspension where reasonably practicable.

2.3 ICW shall use reasonable endeavours to give Customer access to Overseas Networks; however, ICW/Network Carrier shall not be responsible for the performance of Overseas Networks or any part of the Network not controlled by ICW/Network Carrier. Overseas Networks may be limited in quality and coverage and access and service availability depends on the arrangements between the Network and Overseas operators.

3. Customer’s use of Equipment and Services (Mobile only)

3.1 Customer may supply the Equipment and Services to End Users, but not to any other party. Customer is responsible for ensuring the compliance of End Users with the terms of this Agreement, all applicable laws and Codes of Practice.

3.2 Customer shall only use Equipment authorised for use on the Network.

3.3 Customer shall not:

(a) use any Equipment or Services for any purpose that ICW (acting reasonably) believes is abusive, a nuisance, illegal or fraudulent; or

(b) do anything that causes the Network to be impaired or damaged; or

(c) modify Equipment and/or Services (including any Software or integral safety features) that ICW has supplied to Customer or End Users, except in accordance with the manufacturer’s written specifications, as required by law or with our prior written permission.

3.4 Where a specific End User causes Customer to be in breach of its obligations of clause 3.3, ICW shall be entitled to suspend such End User’s use of the Services. Before exercising this right, ICW shall notify Customer of its intention to do so where this is reasonably practicable, allowing an opportunity to remedy the alleged breach (where it is capable of remedy); otherwise ICW shall notify Customer as soon as reasonably practicable after the suspension. This right of suspension shall only apply during the period of breach, although re-instatement of the Service may be subject to the payment of a reconnection Charge by Customer.

3.5 During any period of suspension, Customer shall continue to pay all Charges due under this Agreement in respect of the suspended Services.

3.6 Customer may use the Equipment and/or Services to access the internet and services not provided under this Agreement. ICW accepts no responsibility for these services, including where in accessing the service, Customer gives unauthorised parties access to its equipment.

4. GSM Gateways (Mobile only)

Customer shall not connect or continue connection by or on behalf of itself or any End User of any GSM Gateway(s) to the Network without ICW’ prior written consent, which may be withheld at ICW’S absolute discretion. Customer shall cooperate with ICW at all times to ensure that such GSM Gateways that are connected to the Network remain compliant with the applicable law and with ICW’ GSM Gateway Commercial Policy.

5. Charges and Payment

5.1 ICW states all Charges exclusive of VAT, unless specified otherwise. All Charges not specified in an Customer Agreement Form “CAF” shall be at Standard List Price. Charges shall include the cost of delivery to the UK mainland of any Equipment we supply to you, but shall not include any special equipment or work such as cutting away, decoration, ducting, ground work, building work or other similar work.

5.2 Charges shall be charged in accordance with your price plan and the price plan charges guide contained within the tariff section of this agreement.

5.3 Access Fees (Monthly Line Charges) shall be invoiced by ICW monthly in advance and all other Charges shall be invoiced monthly in arrears. Invoices shall be paid by Customer in cleared funds no later than 14 calendar days from the date of the invoice (“Due Date”), by direct debit. If customer does not pay by direct debit, an administration charge may be charged, If Customer subsequently cancels its direct debit instruction without arranging an alternative direct debit mandate, ICW shall be entitled to terminate this Agreement for material breach.

5.4 If Customer reasonably and in good faith disputes an invoice or part of it, Customer shall notify ICW of such dispute within 14 days of receipt of the invoice, providing details of why the invoiced amount is incorrect and, if possible, how much Customer considers is due. All Charges not in dispute shall be paid by the Due Date.

5.5 Where ICW has not received payment for undisputed Charges by the Due Date, ICW shall: (i) contact Customer’s Accounts Payable Department to request payment; (ii) be entitled to charge interest on the overdue Charges at the highest rates permitted by applicable law; and (iii) be entitled to charge any administration fees or other similar charges levied by a bank in respect of any unpaid items returned by the bank. Where ICW has not received payment within 16 calendar days of the Due Date, ICW may take all or any of the following actions until such time as payment, including any interest due, has been received.

(a) withhold any sums owing to Customer by ICW and offset it against any sums Customer owes to ICW under this Agreement.

(b) suspend Customer’s and/or End User’s use of the Services in relation to which Charges are outstanding;

(c) withdraw any discount in relation to the relevant Equipment or Service and charge Customer ICW’ Standard List Prices for that Equipment or Service; and

(d) subject to ICW having first invoked at least one of the remedies as set out in Clauses 5.5 (a) to (c), ICW shall be entitled to terminate this Agreement in whole or in part in accordance with Clause 11.3.

5.6 Customer shall not be entitled to offset any sums owed to it by ICW under any Agreement or dispute between the Parties against any sums that Customer owes to ICW under this Agreement.

5.7 ICW may credit assess Customer from time to time as reasonably required to assess ICW’ risk. Each credit assessment shall entitle Customer to have a credit limit on Customer’s ICW account (details of which are available on request). ICW may release this information to the Partner responsible for managing your account.

5.8 Customer is not entitled to change its tariff to another tariff with a lower monthly fixed charge during the Minimum Period.

5.9 If Customer does upgrade or change its tariff before the end of the initial Minimum Period (the “Initial Period”), Customer acknowledges and agrees that it must extend the Agreement by a further minimum period (the “Extension Period”). If the Initial Period has not expired at the date of upgrade or tariff change, the relevant Extension Period to the Initial Period shall be extended by the number of months by which the Initial Period had not been achieved. For example, if at month 21 of a 24 month Initial Period Customer wishes to extend by a further 12 month period, the Extension Period will be increased by 3 months to 15 months.

6. SIM Cards and Numbers (Mobile only)

6.1 SIM Cards shall remain the property of ICW at all times and Customer shall be entitled to use the SIM Cards (including any Software they contain) provided for use with the Services only.

6.2 Customer shall use all reasonable endeavours to ensure that SIM Cards are only used with Customer’s authorisation and shall inform ICW as soon as is reasonably practicable after Customer becomes aware that a SIM Card is lost, stolen or damaged. Subject to Clause 9.1 Customer shall be liable for any loss or damage suffered by Customer or its End Users as a result of unauthorised use of SIM Cards (including due to loss or theft), up to the time that Customer has notified ICW that such SIM Card is being used without Customer’s authorisation.

6.3 ICW shall allocate telephone numbers to Customer which Customer shall only use to access the Services. ICW may reallocate or change such telephone numbers as a result of changes in applicable law or instructions from the Regulatory Authorities, but will exercise all reasonable endeavours to minimise any disruption to Customer or End User. ICW may withdraw telephone numbers that have been allocated to Customer as a result of Customer’s failure to comply with this Agreement.

6.4 If Customer decides to Port a mobile telephone number allocated to Customer by ICW, ICW shall transfer Customer’s mobile telephone numbers to Customer’s nominated mobile network operator for Customer’s use in accordance with OFCOM regulations.

7. Software License

7.1 Equipment and Services provided under this Agreement may contain or use Software. This Software is generally not owned by ICW. Any Software that is used by Equipment or Services shall be governed by the terms of the relevant Software license set out in such Services Schedule or any shrink wrap or click through Software license provided with the relevant Equipment or Service. In all other cases, where Software is provided ICW grants the Customer and/or its End Users, as applicable, a non¬exclusive, royalty free license to use any such Software for the Term of this Agreement.

7.2 Customer or End User’s license shall be a single user license. Customer may make one copy of the Software for back up purposes. If Customer does not accept the terms of the relevant click through or shrink wrap Software license, Customer shall be prohibited from using the relevant feature of the Service to which the Software relates and ICW shall not be bound to deliver the relevant Service. Customer shall be responsible for any Software upgrades (including charges) specified by the licensor or ICW.

8. Orders and Equipment

8.1 Customer shall order Services and Equipment by submitting an order via email or as notified to Customer by ICW from time to time.

8.2 Orders are binding on both Parties from the date of acceptance by ICW. If acceptance is not express, it shall be deemed to have occurred on dispatch of Equipment or activation of Service by ICW.

9. Equipment

9.1 If Customer orders Equipment directly from ICW, which ICW supplies directly to Customer the provisions of this clause shall apply in relation to that Equipment. ICW shall bear the risk of loss or damage to Equipment and SIM Cards until the point of delivery to Customer. Subject to clause 9.2, Customer shall bear the risk of loss or damage to Equipment and SIM Cards from the time of delivery to Customer.

9.2 Customer shall notify ICW in writing within 5 Business Days of receipt if Equipment or SIM Cards arrive having been damaged, or if the order has been incorrectly fulfilled. Customer shall notify ICW in writing within 10 Business Days of confirmation of ICW’ order acceptance if Customer does not receive the Equipment or SIM Card. Following such notification by Customer, ICW shall replace damaged new Equipment or SIM Cards, Equipment lost or stolen in transit, and any incorrect Equipment or SIM Card, free of charge. In the case of damaged used Equipment ICW shall (at its option) replace or

repair the Equipment.

9.3 Subject to clause 6.1, title to Equipment shall pass to Customer as soon as ICW has received payment for it in full. Where Equipment is provided free of charge and is paid for over the duration of the Initial Period, title shall pass at the end of the Initial Period subject to the Customer not being in payment arrears at this point.

9.4 Where Equipment supplied to Customer by ICW becomes faulty for reasons other than through Customer’s acts, omissions or misuse within the manufacturer’s warranty period, Customer shall return such Equipment to ICW at customer’s cost and ICW shall repair or replace the Equipment in accordance with ICW’S Recovery Policy, or where mandated by the manufacturer of the device, in accordance with the relevant manufacturer’s repair, replacement or recovery policy. Any out of warranty repairs shall be at ICW’S Standard List Price.

9.5 ICW does not manufacture Equipment and save for Clause 9.4 above excludes, to the fullest extent permissible at law, all warranties, terms or conditions in relation to Equipment, whether implied by law or otherwise. ICW shall pass on the benefit of any warranties that ICW obtains from the manufacturer of any Equipment supplied to Customer by ICW. However, on expiry of this Agreement, any commitment ICW has to liaise with the manufacturer in respect of any warranty shall cease.

9.6 Customer shall not remove or obscure any logo or writing on Equipment that ICW has supplied to Customer and which Customer does not own. Customer shall replace all batteries and other consumable parts of the Equipment.

9.7 Customer shall not, and shall ensure that End Users do not tamper with or attempt to repair or service the Equipment or allow any party other than ICW to do so. Any attempt to do this may invalidate the manufacturer’s warranty

9.8 Customer shall keep all Equipment that ICW has supplied to Customer and which Customer does not own, in Customer’s possession (which shall be deemed to include the possession of Customer’s End Users), and shall not sell it, place a charge on it or otherwise dispose of it.

9.9 ICW’S supply of Equipment and accessories shall be subject to availability.

9.10 If ICW provides Customer or an End User with security codes as part of the Services, Customer agrees, and agrees to ensure, that its End Users shall keep the security codes confidential. Customer must inform ICW immediately if it suspects that security codes have been disclosed to a third party so we can issue new security codes.

9.11 ICW is not obliged to agree to any upgrades to the Equipment it supplies to the Customer (either directly or via a Partner) during or after the Minimum Period but if it does, ICW shall be entitled to extend the Minimum Period.

10. Call Limit, Deposit and part payment (Mobile only)

10.1 ICW may set a limit on the amount of Charges Customer may incur during each calendar month and/or a maximum number of active Connections and/or a bar on SIM Card(s) being used on overseas networks or for making international calls or premium rate calls, which we refer to as a call limit. ICW may agree to increase or remove the call limit, after making credit checks. Customer may be able to go over your call limit, but if this happens you shall be required to pay all Charges immediately. ICW reserves the right to refuse to provide Equipment and/or Services to you if in ICW’S opinion it may cause you to exceed your call limit or if the call limit is already exceeded.

10.2 ICW may ask you for a deposit:

10.2.1 When we connect your SIM card;

10.2.2 If you wish to increase or remove your call limit;

10.2.3 if you increase how much you use the Services; or

10.2.4 to unblock your SIM card from contacting international numbers, using overseas networks, or making premium rate calls.

10.3 When this Agreement expires or is terminated for whatever reason, ICW will repay any deposit that you have provided to us, less any money you owe us. ICW will not pay any interest on any deposit we receive from you.

10.4 If there is a significant increase in your usage between bills, we may contact you and require you to pay all or part of your outstanding usage charges in order to continue to use the Services.

10.5 Usage limits on your account:

You may decide to set a usage limit. If you are a new or upgrading customer after the 1st October 2018, you will have the option to set and manage a monthly usage limit to control out of bundle charges. This limit will apply to charges and services made within the UK (non-international and non-geo calls, messaging and data usage) that aren’t included in your plan. It doesn’t include any charges (calls, messaging and data) made while roaming and international calls made from the UK nor Pay monthly extras or other recurring charges that you choose to purchase (for example, bolt-ons).

11. Termination

11.1 Customer shall have the right to terminate this Agreement in whole or in part by giving ICW 1 month’s written notice of termination, subject to the payment of any early termination charges as set out in Clause 12.7.

11.2 The Parties shall each have the right to terminate this Agreement with immediate effect (by serving written notice of termination to the other Party):

11.2.1 if the other Party is in material breach of any of its obligations under this Agreement (provided that where such breach is capable of remedy, the breaching Party is given 30 days to rectify such breach from the date that notice of any breach is received from the non-infringing Party).

11.3 Subject to Clause 5.5(d), ICW may terminate this Agreement in whole or in part with immediate effect, by giving notice in writing:

11.3.1 where Customer has failed to pay any Charges due within 30 calendar days of the Due Date and has gone through the ICW collection cycle; or

11.3.2 where ICW has repeatedly invoked its rights of suspension pursuant to Clause 3.3 or Clause 5.5(b), or has invoked its right of suspension under clause 2.2 (iv) for a period of not less than 14 days.

11.3.3 If we have cause to believe the service is being used fraudulently, in connection with a criminal offence, or to cause annoyance.

11.3.4 If the Customer is subject to a bankruptcy order, become insolvent or go into liquidation.

11.4 The Parties shall acknowledge, as soon as reasonably possible, the receipt of any notice of termination of this Agreement (in whole or in part) received in writing from the other Party.

11.5 Users can transfer their numbers to a private account or to another company if they choose to move away from ICW through a process called Transfer of Ownership (TOO); this will NOT involve the Customer incurring any termination fees providing the numbers are moved to at least the same cost tariff.

12. Consequences of termination

12.1 On termination of this Agreement as a whole, or partial termination (for example of a specific Order), Customer shall immediately cease use of the Software (except Software which is embedded in Equipment to which Customer has title).

12.2 Customer shall (if requested by ICW), delete or destroy all copies of the user documentation which ICW has supplied or which Customer has copied, in whatever form and return, delete or destroy all copies of the Software (except Software which is embedded in Equipment to which Customer has title) within 7 calendar days of termination of this Agreement or of termination of the relevant Service, and provide ICW with written confirmation that all such copies have been returned, deleted or destroyed.

12.3 Where this Agreement is terminated as a whole, ICW’S entire relationship with Customer shall terminate and ICW shall no longer supply, and Customer shall immediately cease to use any Services that were supplied pursuant to this Agreement.

12.4 On expiry of a Service Period, the Service shall continue until terminated by either Party on 30 days’ notice, in accordance with the Customer Agreement Form “CAF” and this Agreement.

12.5 On termination of the Customer Agreement Form “CAF”, the Customer’s Services supplied pursuant to the relevant Customer Agreement Form “CAF” shall cease immediately and the Customer will immediately pay to ICW all sums due or payable under the relevant Customer Agreement Form “CAF” in relation to the terminated or expired Services, including any early termination payment calculated in accordance with clause 12.7 below.

12.6 Where this Agreement or any Service has been terminated in accordance with Clause 11 or as otherwise permitted in this Agreement prior to expiry of a Service Period, Customer shall pay to ICW a lump sum termination payment calculated in accordance with the provisions of 12.7. For the avoidance of doubt, where this Agreement is terminated as a whole, each Connection placed under this Agreement shall also terminate.

12.7 Where Customer terminates any Connection prior to the expiry of that Connection’s Minimum Term per connection (whether on termination of the Services as a whole, or otherwise, Customer shall pay to ICW a lump sum termination payment calculated as:

(a) Access Fee RRP X number of months remaining of each term per connection that has been terminated. Any customer that has an agreed discount on their tariff and wishes to terminate before their contract term has expired will be charged the remaining rental at RRP.

12.8 If Customer disconnects a material part of its Connections, or systematically disconnects Connections on a recurring basis during the term of this Agreement, ICW shall have the right to terminate the relevant Service and charge Customer a termination payment calculated in accordance with the formula set out in clause 12.7.

12.9 Where this Agreement is terminated due to Customer porting to another network or where Customer migrates the mobile phone number(s) to another service provider, ICW may charge a reasonable administration fee in respect of each number that is ported or migrated in addition to any termination fees payable in accordance with clause

13. Intellectual Property

13.1 The Intellectual Property Rights that exist in Services, Software and Equipment are owned by ICW and ICW’S licensors. By supplying Customer with Services, Software and Equipment, ICW is not transferring or assigning ownership of any Intellectual Property Rights in or relating to them to Customer.

13.2 Where ICW creates Intellectual Property Rights during or as a result of the supply by ICW of Services, Software and Equipment to Customer, ICW shall own all such Intellectual Property Rights.

13.3 Customer must not do anything to jeopardise ICW or its licensor’s Intellectual Property Rights.

14. Data Protection Clause

14.1.1 “Applicable Data Protection Legislation” shall mean (a) the Data Protection Act 1998; or (b) from 25th May 2018, the GDPR, read in conjunction with and subject to any applicable UK national legislation that provides for specifications or restrictions of the GDPR’s rules; or (c) from the date of implementation, any applicable legislation that supersedes or replaces the GDPR in the UK or which applies the operation of the GDPR as if the GDPR were part of UK national law, which may include the Data Protection Act 2018;

14.1.2 “Customer” shall mean the entity contracting with Truway Holdings Ltd as identified in the agreement between such customer and Truway Holdings Ltd;

14.1.3 “ICommunicate World” shall mean the Truway Holdings Ltd an entity identified in the agreement with the Customer;

14.1.4 “GDPR” shall mean the General Data Protection Regulation (EU) 2016/679; and

14.1.5 “Personal Data”, “Data Controller”, “Data Processor”, “Data Subject”, and “processing” (and other parts of the verb ‘to process’) shall have the meaning set out in the Applicable Data Protection Legislation.

14.2 Each party shall comply at all times with its respective obligations under the provisions of the Applicable Data Protection Legislation and shall not perform its obligations under this Agreement in such a way as to cause the other to breach any of its applicable obligations under Applicable Data Protection Legislation.

14.3 In the event Truway Holdings Ltd provides a service listed in (hyperlink to our Product Privacy Page and referred to as our “Product Related Privacy Notice”) then Truway Holdings Ltd processes Personal Data on behalf of the Customer as described in the Product Related Privacy Notice and for such purposes Truway Holdings Ltd is the Data Processor and the Customer is the Data Controller. In connection with such processing Truway Holdings Ltd shall:

14.3.1 process the Personal Data only on documented instructions from the Customer and in accordance with this Agreement;

14.3.2 ensure that persons authorised to process the Personal Data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality and take steps to ensure that such persons only act on Truway Holdings Ltd’s instructions in relation to the processing;

14.3.3 implement appropriate technical and organisational measures to protect the Personal Data against unauthorised or unlawful processing and against accidental loss, destruction, damage, alteration or disclosure. These measures shall be appropriate to the harm and risk which might result from any unauthorised or unlawful processing, accidental loss, destruction or damage to the Personal Data and having regard to the nature of the Personal Data which is to be protected (and the Customer shall notify Truway Holdings Ltd immediately if the nature of such Personal Data changes in a material way);

14.3.4 remain entitled to appoint third party sub-processors. Where Truway Holdings Ltd appoints a third party sub-processor, it shall, with respect to data protection obligations: (a) ensure that the third party is subject to, and contractually bound by, at least the same obligations as Truway Holdings Ltd; and (b) remain fully liable to the Customer for all acts and omissions of the third party;

14.3.5 in addition to the sub-processors engaged pursuant to clause 14.3.4 above, be entitled to engage additional or replacement sub-processors, subject to: (a) the provisions of clause 14.3.4 above being applied; and (b) Truway Holdings Ltd a notifying the Customer of the additional or replacement sub-processor, and where the Customer objects to the additional or replacement subprocessor, the parties shall discuss the objection in good faith;

14.3.6 not transfer Personal Data outside of the UK / European Economic Area except where such transfer is made in such a way as to ensure that the level of protection offered to natural persons by the Applicable Data Protection Law is not undermined;

14.3.7 assist the Customer to respond to requests from Data Subjects who are exercising their rights under the Applicable Data Protection Legislation;

14.3.8 notify the Customer without undue delay after becoming aware that it has suffered a Personal Data breach and shall not inform any third party of the Personal Data breach without first obtaining the Customer’s prior written consent, except when law or regulation requires it;

14.3.9 upon the Customer’s reasonable request, assist the Customer to comply with the Customer’s obligations pursuant to Articles 32-36 of the GDPR (or such corresponding provisions of the Applicable Data Protection Legislation), comprising (if applicable): (a) notifying a supervisory authority that Truway Holdings Ltd has suffered a Personal Data breach; (b) communicating a Personal Data breach to an affected individual; (c) carrying out an impact assessment; and (d) where required under an impact assessment, engaging in prior consultation with a supervisory authority;

14.3.10 unless applicable law requires otherwise, upon termination of the Agreement, at the option of the Customer comply or procure compliance with the following (i) delete all personal data provided by the Customer to Truway Holdings Ltd and/or (ii) return to the Customer all Personal Data provided by the Customer to Truway Holdings Ltd; and

14.3.11 not more than once in any 12 month period and on reasonable notice, of at least twenty (20) business days, permit the Customer (subject to reasonable and appropriate confidentiality undertakings), to inspect and audit Truway Holdings Ltd’s data processing activities to enable the Customer to verify and/or procure that Truway Holdings Ltd is complying with its obligations under this clause.

14.4 Each party may collect, store and process contact Personal Data (such as name, work email address, telephone/mobile work number, and work address) of the other party and/or its employees for the purposes of the performance of this Agreement, and such collection and/or processing shall be carried out in accordance with such party’s privacy policy.

15. Changing the terms of this Agreement

15.1 ICW shall be entitled to change the terms of this Agreement by issuing an Amendment Notice, without Customer’s consent, to the extent that such changes are required by or are necessary (in ICW’S opinion acting reasonably) to comply with applicable law. Where practicable, ICW shall provide Customer with advance notice of such changes. If advance notice cannot be provided, ICW shall advise Customer of the change as soon as practicable after it has been made. ICW shall not be liable to Customer for any claims by Customer as a consequence of such changes.

15.2 ICW may change the terms of this Agreement without Customer’s consent where to the extent that such changes are required due to alterations to the Network; the manner in which ICW operates; the way in which ICW provides Services (including where, in ICW’S reasonable opinion, it is no longer commercially viable to provide a particular Service), provided that such changes affect at least 90% of ICW’S relevant customer base. In these circumstances, ICW shall advise Customer of the change via an Amendment Notice, at least 30 days in advance of the change taking effect. If Customer is materially disadvantaged and objects to such change, ICW shall not be liable to Customer for any claims by Customer as a consequence of such changes.

15.3 Each year ICW will adjust your tariff according to the Retail Price Index (RPI) rate of inflation. You will find the RPI adjustment on your April bill.

15.4 Save as set out in Clauses 15.1 and 15.2, changes to this Agreement must be made by written agreement of the Parties.

16. Confidentiality

16.1 This Agreement and any information about Services that is not publicly available, is confidential, and may be disclosed by Customer to Customer’s employees only, strictly on a need-to-know basis, unless otherwise agreed in writing with ICW.

16.2 ICW shall be entitled to keep records of Customer information, which ICW shall use to perform ICW’ obligations under this Agreement, and for related purposes.

16.3 ICW shall be entitled to disclose Customer information as required by any legal, regulatory or financial agency or by court order, any ICW group company or any third party (some of whom may be outside of the European Union) for the purposes of providing the Service.

17. Liability

17.1 Nothing in this Agreement shall operate to restrict either Party’s liability to the other from: death or personal injury resulting from negligent acts or omissions; claims for non-payment; the non-excludable statutory rights of consumers (for example, under laws providing for strict product liability); breaches of any Software license; breach of any obligation of confidence; and any infringement of ICW’ Intellectual Property Rights.

17.2 Except for Clause 17.1 above and to the extent not prohibited by law:

17.2.1 each Party’s maximum aggregate liability for all claims relating to Equipment or a Service provided pursuant to this Agreement, whether for breach of contract (including repudiatory breach), breach of warranty or in tort, including negligence, will be limited to 100% of the value of the Charges paid or payable under the relevant Customer Agreement Form “CAF” during the previous 12 month period under which the Equipment or Service that is the subject matter of the claim is supplied; and

17.2.2 neither Party will be liable for any indirect, punitive, special, incidental or consequential damages in connection with or arising out of the terms of this Agreement; nor any direct or indirect loss of business, revenue, profits, goodwill, use, data, compensation, ex gratia payment or other economic advantage, however they arise, whether in breach of contract (including repudiatory breach), breach of warranty or in tort, including negligence, and even if that Party has previously been advised of the possibility of such damages or whether such liability could be assumed to be the responsibility of ICW, ICW shall not be liable to Customer if it is unable to provide any of the Services contemplated by this Agreement due to circumstance outside its reasonable control.

17.3 Except for the payment obligations of the Customer, neither Party will be responsible or liable in any way for the failure or delay in the performance of its obligations due to Force Majeure. If a cause relied on by a Party hereunder ceases to exist, the Party will perform or resume performance of its obligations and the time for performance will be extended by a period equal to the duration of the Force Majeure. If Force Majeure persists for a period of more than 60 days, the other Party will be entitled to terminate this Agreement on written notice.

17.4 The warranties specified in this Agreement and/or any Service Specific Terms are the only warranties provided with respect to Services provided to Customer by ICW. To the extent permissible at law, all other warranties (whether express or implied and including any implied warranties of fitness for a particular purpose or merchantability) are excluded provided that where legislation implies warranties or conditions or imposes obligations (statutory provisions) which cannot be excluded, restricted or modified except to a limited extent, this Agreement must be read subject to those implied statutory provisions.

18. Transferring this Agreement to others

18.1 ICW shall be entitled to transfer, assign or novate in whole or in part any of its rights and obligations to any company within ICW’S Group, its successors, liquidators or administrators at any time. ICW may use subcontractors to perform any of its obligations under this Agreement but remains responsible for their performance. ICW may transfer, assign or novate in whole or in  part any of its rights and obligations under this Agreement to any other third party.

18.2 Customer may transfer in whole or in part any of its rights and obligations under this Agreement to any other person or company, provided that it has obtained ‘ICW’S prior written consent to such transfer and has satisfied any reasonable conditions imposed by ICW (including credit vetting of the entity to whom customer intends to transfer its rights and obligations under this agreement).

18.3 Unless expressly provided in this Agreement, no term of this Agreement is enforceable pursuant to the Contracts (Rights of Third Parties) Act 1999 by any person who is not a party to it.

19. General Provisions

19.1 If Customer supplies ICW with personal data (for example relating to End Users) Customer shall ensure that it is accurate and up to date when disclosed. Customer shall also ensure that Customer has obtained from the individuals concerned all necessary consents under the Data Protection Legislation to both the supply of the data to ICW, and the processing of it by ICW, for the purposes of performance of this Agreement, supply of the Equipment and Services and for direct marketing about ICW’S similar products and services. Customer shall also ensure that any individual to whom personal data relates has given consent for ICW to pass such data back to Customer. Customer agrees that where it is reasonably requested by a Partner, ICW may provide Customer’s billing and contract information to the relevant Partner for the purposes of calculating commissions and administration of the account.

19.2 Each Party shall comply with its obligations under the Data Protection Legislation. Customer acknowledges that ICW retains the role of Data Controller as defined in the Data Protection Act 1998 except in the limited circumstances where ICW processes any personal data for and on behalf of Customer.

19.3 All notices served by Customer under this Agreement shall be in writing and sent to the Head of Legal at Truway Holdings Ltd, 67 Adamstownway, Adamstown,Lucan K78H8A6 Co.Dublin Ireland, or any other address ICW directs Customer to use from time to time. ICW shall send all notices to Customer at Customer’s registered office. Notices will be deemed given: where they are hand delivered, when a duly authorised employee or representative of the recipient gives written acknowledgement of receipt; for e-mail communication, at the time the communication enters into the information system of the recipient; for posting, three days after dispatch; and for fax on receipted transmission of the fax.

19.4 Neither Party shall lose any right under this Agreement if it fails to use that right, or delays in using it. For a waiver of a right to be valid, it must be written and will not give rise to an ongoing waiver of that right unless it is expressly stated to do.

19.5 Termination of this Agreement or any part thereof, shall be without prejudice to any other rights or remedies a Party may be entitled to at law or under the Agreement and shall not affect any accrued rights or liabilities of either Party nor the coming into force or the continuance in force of any provision of the Agreement which is expressly or by implication intended to come into or continue in force on or after such termination.

19.6 This Agreement is governed by Irish Law and is subject to the non-exclusive jurisdiction of the Ireland Courts.

19.7 Only provisions set out in this Agreement shall apply to ICW’S supply of Services to Customer. All other provisions are expressly excluded to the maximum extent permitted by law. The Parties acknowledge that, in entering into this Agreement, neither Party has relied upon any statement or warranty made, or agreed to, by any person, except those expressly set out within this Agreement. However, this shall not be taken to exclude either Party’s liability for fraud.

19.8 If a misrepresentation or untrue statement has been made, the only remedy available to the Parties shall be a claim for damages for breach of this Agreement, unless such misrepresentation or untrue statement was made fraudulently, or a provision of the Agreement was induced by fraud, in which case all remedies under Irish Law shall be available.

19.9 All headings in this Agreement are there for convenience, and do not have any legal effect. Use of the singular includes the plural and vice versa.

19.10 Any changes made to Customer’s systems or processes that may affect the Services (including any change to computer server software) are at Customer’s sole risk. ICW shall not be liable to continue to support the Services to the extent that they are affected by such change.

19.11 Every provision in this Agreement is independent from the others to the extent that, if a provision, or any part of it, is ruled to be illegal or unenforceable by the Irish Courts, that provision or the relevant part of it shall be treated as having been deleted from this Agreement, without affecting the remainder of that provision or the other provisions of this Agreement, which shall still have full effect.

19.12 Where ICW supplies Equipment and Services to Customer that is not expressly covered by the Customer Agreement Form “CAF”, such supply shall be deemed to be governed by the terms and conditions of this Agreement.

19.13 If there is a dispute under this Agreement, and Partner has been unable to resolve the issue to Customer’s satisfaction, Customer may escalate the issue to ICW customer services. If ICW customer services is unable to resolve the issue, this issue will be escalated through ICW’S customer complaints procedure. If you are a Customer who employs fewer than 10 employees and our customer services team is unable to resolve your complaint, you may ask that the matter be referred to an independent ombudsman in accordance with our customer complaints code of practice which is available by contacting ICW. The Parties shall use the escalation process to its full before taking legal action against the other Party.

19.14 All information that the Parties provide to each other in relation to this Agreement must be accurate and complete and Customer shall promptly inform ICW in writing of all changes to information Customer has provided to ICW, in particular, if Customer intends to stop, stops or has stopped trading, if Customer intends to sell its business, if Customer changes name or if the legal status of Customer’s business changes.

19.15 You should be aware that is we receive a request by a Police Force under Section 22(3) of the Regulation of Investigatory Powers Act 2000 we are required to adhere to this request and supply the appropriate information in accordance with our RIPA policy. A copy of this policy can be supplied to a Customer at their request.

Definitions

Access Fee – The monthly or other periodic fee payable by Customer for use of the Services.

Additional Charges – Charges which may be made (in addition to the Annual Support Charge) for additional services supplied

Amendment Notice – A document setting out a change to this Agreement that is issued to Customer by ICW that does not require the signature of either Party.

Annual Support Charge – the support charge for the Maintenance Services as set out on the Customer Agreement Form “CAF” save where, and to the extent that, any Promotional Terms apply

Anti-Bribery Laws – means any and all statutes, statutory instruments, bye-laws, orders, directives, treaties, decrees and laws which relate to the anti-bribery and/or anti¬corruption, including the Bribery Act

Artificially Inflated Traffic – A flow or volume of traffic via any Service, which ICW believes is: (i) disproportionate to the flow or volume of traffic which ICW expects from good faith commercial practice and usage of the Service; (ii) disproportionate to Customer’s previous traffic profiles (in any given month) with ICW; (iii) uses automated means to make calls (save where this is expressly approved by ICW in writing); or (iv) may result in Customer exceeding the credit limit which ICW places on Customer’s ICW account from time to time.

Billing Manual – ICW’ call- and billing rounding measures from time to time, which shall be available to Customer on request.

Broadband Acceptable Use Policy – the Customer’s acceptable use policy, the current version of which is available at www.icommunicte.world (or at such other URL as is notified to the Customer by the Company from time to time)

Business Day – A day (other than a Saturday or a Sunday) on which clearing banks are open for business in the city of London (other than solely for trading or settlement in Euro).

Call Commissions – means such sums payable by the Company to the Customer

Carrier – the relevant third party public telecommunications operator or third party network service provider

Charge – Access Fees, Connection Fees, fees for Equipment, Software License fees, call fees, airtime fees and all other fees payable by Customer for use of the Services.

Codes of Practice – All guidelines governing use or provision of mobile telecommunications and data services, issued by any generally recognised bodies (such as PhonepayPlus) or that are adopted by ICW from time to time, and all instructions, regulations or guidance issued by the Regulatory Authorities, whether or not mandatory.

Commencement Date – means the commencement date for the Minimum Term of the Services (where applicable) being the date of Delivery of the relevant Equipment or such other date as specified in the Customer Agreement Form “CAF” or as otherwise agreed in writing between the parties

Company – Truway Holdings Ltd a company registered in Ireland with company registration number 610581 whose registered office is 67 Adamstownway, Adamstown, Lucan K78H8A6, Co.Dublin, Ireland.

Connection – A ICW SIM Card that has been configured to attach to the Network, with a price plan or SOC associated with it so that End Users can use and be charged for Services supplied under an Customer Agreement Form “CAF”.

Connection Date – the date when the Carrier having received the relevant information from the Company is in a position to and has agreed to commence provision of the Fixed Network Services and VOIP Services to the Customer

Contract – the agreement between the Customer and the Company for the provision of the Equipment and/or Services (or any of them) incorporating these Conditions, the Customer Agreement Form “CAF” and any other Service Specific Conditions and/or Promotional Terms incorporated into the Contract

Customer – the person, firm or company specified on the Customer Agreement Form “CAF” and any other person reasonably appearing to act within that person’s, firm’s, or company’s authority and includes where relevant the Customer’s permitted assigns employees and agents

Customer Information – Information that (a) Customer provides to ICW; (b) details of how Customer uses Services, including information relating to the volume and types of calls made, details of charges paid & other financial information; or (c) details of how Customer has performed in meeting its obligations under this Agreement.

Data Protection Legislation – The Data Protection Act 1998 and the Privacy and Electronic Communications (EC Directive) Regulations 2003, any amendments or replacements to them, and any other legislation implementing Directives 95/46/EC and 2002/58/EC

Delivery – means the point that the Equipment arrives at the Customer’s Sites before (where applicable) the unloading of Equipment from the delivery vehicle and ‘Delivered’ shall be construed accordingly

Emergency Planning Measures – The measures that may be taken as a result of ICW’ obligations under (i) the General Conditions under section 45 of the Communications Act 2003 and (ii) the Civil Contingencies Act 2004; or any similar law.

Employees – means any employee, former employee, consultant, former consultant, contractor, former contractor, agent or former agent of the Customer or any Contractor or Subcontractor

Employment Regulations – any laws in any country in the world implementing the provisions of EC Directives No. 77/187 dated 14 February 1977, 2001/23 dated 12 March 2001 or equivalent or similar regulations that protect the rights of employees on a transfer of a business or undertaking or any laws providing for the automatic transfer of employees on transfer of the whole or part of an undertaking, business or service provision change, including in the United Kingdom the Transfer of Undertakings (Protection of Employment) Regulations 2006 as amended or replaced from time to time

End User – A person using Equipment or a Service, who is an employee or contractor of Customer.

Equipment – Any tangible material, but not a SIM Card, supplied by ICW to Customer, or connected to the Network on Customer’s behalf, such as a mobile phone, a connecting cable, a power supply, or a PC data card.

Fixed Network Services – the network services more particularly detailed on the Customer Agreement Form “CAF” (as modified or substituted by the Company from time to time) to be provided hereunder by the Company to the Customer

Force Majeure – Any cause beyond a party’s reasonable control including without limitation, acts of God, war, fire, flood or other accident, strike, lockouts, delays in transport, material shortages, failures or fluctuations in electric power or telecommunications services or equipment, restrictions or prohibitions of any government or semi¬government authority.

General Conditions – the general conditions of entitlement set out in the notification issued by the Director General For Telecommunications, in accordance with section 48(1) of the Communications Act 2003, pursuant to section 45 of said act, as may be amended, modified or replaced from time to time;

GSM Gateway – Any equipment containing a SIM Card which enables the routing of calls from fixed apparatus to mobile equipment by establishing a mobile-to-mobile call.

GSM Gateway Commercial Policy – ICW’S policy from time to time governing Customer’s use of GSM Gateways.

Information – information or other content which is made available to callers and which represents the subject matter of a Premium Rate Service in whole or in part

Insolvency Event – An event where a Party either ceases or threatens to cease conducting its business in the normal manner; or is treated as being insolvent, or threatens or is in jeopardy of becoming insolvent because it: (a) is unable to pay its debts (within the meaning of Section 123 of the Insolvency Act 1986); or (b) makes or offers to make any arrangement or composition with any one or more of its creditors; or (c) commits any act of bankruptcy or if any petition or receiving order in bankruptcy is presented or made against it; or (d) any resolution to wind up it up (being a limited company) is issued or passed or presented otherwise than for reconstruction or amalgamation; or (e) has had a receiver, administrator or liquidator appointed to it.

Installation – the physical installation of Equipment at the Customer’s Sites

Installation Services – services relating to the supply and Installation of Equipment (where applicable)

Intellectual Property Rights – Patents, design rights, trademarks, copyrights (including any such rights in typographical arrangements, websites or software), rights subsisting in trading, business or domain names and e-mail addresses, rights in inventions, rights in databases and all other intellectual property rights of a similar or corresponding character which subsist now or in the future in any part of the world whether registered or not and whether or not capable of registration, and any applications to register or rights to apply for registration of any of the foregoing in all parts of the world.

Maintenance Services – the maintenance services more particularly detailed on the Customer Agreement Form “CAF” (as modified or substituted from time to time) to be provided hereunder by the Company to the Customer

Minimum Period – Unless otherwise stated in this Agreement a Minimum Period of 24-months applies in respect of the length of time each SIM card is connected.

Termination fees will apply if you cancel your contract during this Minimum Period.

Monthly Minimum Call Spend – the minimum monthly sum of money as set out on the Customer Agreement Form “CAF” that will be spent by the Customer on call charges commencing on the Connection Date

Mobile Network – Three Ireland, O2 UK and Vodafone UK, customer chooose one of the network service provide by ICW.

Normal Working Hours – 9.00am to 5.30pm on any Business Day (Mon-Fri)

OFCOM – The UK communications industry regulator appointed and empowered under the provisions of the Communications Act 2003, or any appointment that replaces it

Customer Agreement Form “CAF”– The document setting out the agreed commercial terms relating to ICW’S provision of Equipment and/or Services which includes ICW’S charges and any specific commercial terms and which incorporates any relevant Service terms and conditions and these General Terms

Overseas Networks – Telecommunication systems outside of the UK Mainland used (but not controlled) by ICW in providing the Services.

Partner a person authorised by ICW who may have sold Equipment or Services to the Customer;

Premium Rate Service – any service comprising live or recorded telephone information and/or entertainment and similar services which would be defined as such in the Code

Port – The transfer of a mobile number that is connected to the ICW Network under this Agreement to a different network provided by another supplier;

Price plan charges guide – the terms and “out of price plan bundle” charges for your price plan which is available online and updated by ICW from time to time.

Promotional Terms – any additional terms which are to apply in relation to the charges payable by the Customer under the Contract (for any particular goods or services to be provided thereunder) and which may be specified in the Customer Agreement Form “CAF” and/or notified by the Company in writing to the Customer in relation to the relevant goods and/or services, at the time the relevant Customer Agreement Form “CAF” was submitted

Regulatory Authorities – OFCOM, the Office of Fair Trading, the Competition Commission, the Information Commissioner, the Advertising Standards Authority, or any similar authority established from time to time;

Recovery Policy – ICW’S policy regarding the replacement or repair of faulty equipment, as amended from time to time.

RIPA – refers to “Section 22(3) of the Regulation of Investigatory Powers Act 2000”

Service – A service provided by ICW pursuant to this Agreement as described in the relevant Service Specific Terms.

Site – a place of business at which the Services and/or Equipment are to be provided as specified in the Customer Agreement Form “CAF”

Tariff – the Company’s tariff for each of the Services which is set out at www.icommunicate.world or at such other URL as is notified to the Customer by the Company from time to time