1.  SERVICE

Gold Telecom Ltd of Unit 1, St Johns Mews, 13 St Johns Rd, Hampton Wick, Kingston Upon Thames, Surrey (“GT”) agrees to provide one or more of the following Services and/or Products to the Customer as specified in this Agreement and the Customer agrees to use the Service and/or Products on the terms set out in this Agreement:

1. Analogue, ISDN2 and ISDN30
2. Mobile Telephony
3. Leased Lines
4. Hosted VOIP and/or SIP Trunks
5. Broadband services
6. Telephone Systems & Equipment
7. IT Solutions
8. Least Cost Routing (LCR)
9. Number Porting
10. Voice Mail / Auto Attendant Solutions
11. Any other service or product specified
12. 1. GT is committed to high quality customer service and will endeavor to deal with all problems or faults promptly, however no liability will be accepted by Gold Telecom for any losses resulting from any delays in dealing with
    2. GT does not support any of the listed bellow services, unless the customer is also utilising the GT LCR or CPS Services for outbound fixed-line telephone calls:
       • Telemarketing Numbers – 0800 Freephone numbers, 0845 Local-Rate numbers, 0870 National-Rate Numbers, 0871 Numbers and Premium-Rate numbers (as classified by OFCOM) be they originating from GT or ported into GT Services from Other Licensed Operators;
       • Mobile Phones be they originating as GT Services or ported into GT Services from other Mobile Service Providers;
       • Data Services – including: Frame Relay, Leased Circuits, IP- VPN, ATM, etc.;
       • Call Management Solutions;
       • Voice Mail / Auto Attendant Solutions;
       • Internet
    3. In the event of termination by either party of the GT LCR Service, the above services (2.1 to 1.2.6) may also be terminated at the discretion of GT Management.

 

2.  DURATION / TERMINATION

• This Agreement shall come into full force and effect from the date of signing the Service Order Form provided to the “Customer” by GT. The Standard Agreement is for a Minimum Term of 12 consecutive months. Either party may terminate the agreement provided it notifies the other in writing, no less than 30 working days before the expiry date of the 12-month Minimum Term, which is also applicable when an Extension of Service Agreement is used. The agreement applies to all services provided to the Customer by GT.
• If a varied Minimum Term agreement is indicated in writing signed by both parties either on the Service Order Form, by a Letter of Amendment, or by an Extension of Service Agreement or any other written instrument, the agreement is binding for the Specified Term and is subject to these same Terms and Conditions as 1. At the end of the Specified Term, unless terminated, the Agreement shall continue to rollover every 12 months – as per the stipulated terms outlined in 2.1, applicable to all services provided to the customer by GT.
• If a varied Minimum Term Agreement is indicated, as in 2, resulting in the Minimum Term being less than 12 consecutive months and the services and or products provided to the customer includes Mobile Telephony then Mobile Telephony will be excluded from the varied agreement, as no Mobile contract can last for less than 12 months.
• Additional to any penalty that might apply based on any of the above terms, when terminating any Gold Telecom supplied broadband solution like ADSL, FTTC, FTTP or SOGEA a termination fee of £80 will apply regardless of whether the service is in or out of contract.

 

3.  LEAST COST ROUTING

• The Customer agrees to utilise the GT Service LCR exclusively, that is to the exclusion of all other LCR providers – unless specified otherwise by GT in writing.
• The Customer agrees that, in the event of a breach of the Agreement by the Customer, the Customer is liable for compensatory damages equivalent to GT’s profit based on the average monthly billing of the Customer for the same number of months as are remaining on the Term of the Agreement at the time of the breach, notwithstanding any other costs GT is entitled to recover (see 3).
• GT will use its best efforts to ensure that it will route all calls that can be routed via LCR, but cannot be held liable for the actions of any other either third-party Network Providers or the Customer deliberate or otherwise resulting in calls routing over British Telecom (BT). GT shall not be liable for any compensation to the Customer for any calls intended to route via LCR, but routed over BT due to whatever cause.

 

4.  LEASED LINES

For any leased lines supplied by GT, the following terms and conditions shall apply:

• Any delivery date specified shall be treated as an estimate only and whilst GT will take all reasonable steps to deliver within the period quoted, such date shall be treated as an estimate only and shall not be a term of this Agreement. GT accepts no liability for failure to meet the delivery date.
• GT or its appointed agent shall install the equipment at the Customer’s site.
• The order for the leased line will be placed subject to a survey of the customer’s premises. If any issues are raised upon completion of the survey that involves any additional install charges then the customer is free to cancel the order without penalty provided that they do so in writing within 5 working days of being notified of any such If no written cancellation is received by GT within this period then the customer will be bound to the full term of the agreement.
• If the Agreement is terminated by the Customer during the initial term, then GT will levy a termination fee equivalent to the full rental that remains until the end of the initial term from the date that the customer terminated the leased line service.
• Upon notification of a fault, GT shall use its reasonable endeavours, during GT’s normal working hours of Monday to Friday 9am – 5pm excluding Bank Holidays to have the fault reported to the Carrier or ISP in order to get the fault rectified. GT aims to have the target service availability of 99.95% during any calendar month. Any availability targets are based on a standard 30 days month and service credits are payable by request for any failure to achieve this. The following formula is used to calculate the monthly availability: Monthly availability (%) = (30 x 24 x 60) Minus (Total “Unavailable” time in minutes) x 100 divided by (30x 24 x 60)
• The following time periods are not included in “Unavailable” time calculation: Any scheduled or emergency maintenance as notified to the customer in writing at least one week before such maintenance
  • GT will use reasonable endeavours to repair the fault within six hours wherever it is reasonably possible to do so, provided they are reported during GT’s normal working hours of Monday – Friday 9am – 5pm excluding Bank Holidays.
  • Any fault that is not fixed in time to keep the service within the 99.95% uptime target will result in a credit to the customer of one day of rental for every day that the service is not working after the initial four-hour SLA has been This time is calculated from the time the fault is first reported by the customer to GT by phone. Any report of faults by email must be accompanied by a report by phone.

  The “Unavailable” time clock stops for all periods that the engineer would not have access to the customer’s premises.

• Faults can be reported out of the above office hours by contacting the mobile numbers displayed in the Contact Us page of the Gold Telecom Work to fix leased line faults will not commence unless access to the customer’s premises where the leased line is installed is available as this is often the first place the engineer will want to visit to start their tests.

Faults should not be reported unless a test has been carried out to see that all cables are connected correctly in their sockets and are secured and undamaged. Once this has been completed please reboot the NTE box and the router connected to it before reporting the fault.

• The maximum compensation for Unavailable Time the Client can receive in any month is an amount equal to 25% of the Rental due in respect of that Service for the month in which the failure(s) occur and the maximum compensation in aggregate the Client can receive is an amount equal to 20% of the annual rental for the period covered by a 12 months cycle, the first such cycle starting on the Go Live Date.
• Any Service Credits due to the Client shall be the Client’s sole and exclusive remedy with respect to such failures and shall be in lieu of any other remedy which the Client may have at law.

 

5.  PBX EQUIPMENT

In the event that GT agreed to supply and maintain such Software/Hardware (hardware may include a Personal Computer) the following terms and conditions shall apply:

• GT shall deliver Software/Hardware to the Customer. Any delivery date specified shall be treated as an estimate only and whilst GT will take all reasonable steps to deliver within the period quoted, such date shall be treated as an estimate only and shall not be a term of this Agreement. GT accepts no liability for failure to meet the delivery date.
• GT will endeavour to rectify any faults on the PBX equipment within twenty-four hours of being notified of such a fault provided a valid maintenance agreement is in place with GT for the equipment.
  • The customer agrees to carry out such tests as is requested of them by GT ahead of any visit to try to resolve the fault as quickly as possible. GT may require a link to the PBX equipment for testing and fault- finding If the customer withholds access to the equipment then GT will be less able to resolve the fault in a timely manner.
  • GT will endeavour to apply call diverts for all incoming calls until any fault has been These diverts can be to a UK landline or a UK Mobile.

 

• Where replacement parts are required GT will endeavour to source them in a prompt manner within twenty-four hours of the fault being reported. Depending on availability this may not always be possible but every effort will be made to meet this timeline.

• Upon notification of a fault, GT shall use its reasonable endeavours, during GT’s normal working hours, to attend to such fault PROVIDED THAT the fault has arisen from normal use of the equipment.
• GT will not be responsible for faults arising from:
  • the Customer’s negligence or default
  • any act or omission associated with other telecommunications system not run by GT
  • any other cause beyond the control of GT
• GT shall have the right to charge the Customer in the event that the need for maintenance results from any of the events as mentioned in

5.5.1 or 5.5.2

• The Customer agrees not to carry out or procure the execution of any alterations, modifications, replacements, extensions, attachments, additions or otherwise after the equipment has been installed except with the prior written consent of GT, which consent will not be reasonably withheld. Any alterations or changes as aforesaid will, if appropriate, be executed by GT.
• GT reserves the right to apply charges to the Customer for all costs incurred as a result of carrying out maintenance or repair work for which GT is not directly responsible.

 

6.  BROADBAND SERVICES

6 .1 GT Broadband Services including connection to a broadband network are provided on the basis of a Minimum Term of not less than 12 consecutive months for each broadband service supplied individually starting from the date of connection of the broadband service. 6.2 Broadband faults do not have any SLA or guaranteed fix times and will be treated on a best endeavors basis at all times. Cooperation from the customer will be expected in trying to locate the nature of the fault at all times. Before reporting the fault to GT the customer will be expected to have rebooted the router at least once and to check that all cables are connected to the router. Any site visit by an Openreach broadband engineer will be chargeable at £189 plus VAT if no fault is found to be on the line or broadband service and the fault is in fact on the customers own equipment or on the router. The customer will be expected to plug in a replacement router ahead of any engineer’s visit to test if this is where the fault lies.  

7.  HOSTED VOIP and SIP TRUNKS SERVICES

All SIP trunk and Hosted VOIP services are offered on the basis of using reasonable endeavors to maintain a working service but owing to the nature of IP and telecommunications networks, it is not always possible to provide an uninterrupted or error-free service, therefore GT will not accept any responsibility or liability to the Customer or any third party in the event of a failure in the IP or telecommunications network. In the event that a SIP or hosted service is down for more than one day, GT will offer a rebate of the daily rental paid by the customer for each day that the service is down until it is restored.  

8.  NUMBER PORTING

Where access to the Service is facilitated through number porting, the Customer authorises GT to have the numbers ported from the BT lines or any other Geo, Non Geographic, SIP or Hosted VOIP service listed in the Letter of Authority (porting form). The Customer will receive advance notification of the change of service from the other provider to GT. GT’s ability to provide the Service is subject to the losing provider’s ability to port the numbers.

• The Customer shall pay to GT a porting out fee per number in the event that, numbers which have been either ported in by GT or their carrier or supplied by GT or their carrier, are to be ported away by the Customer. The amount of how much this fee will be can be requested from GT in advance of any port away being ordered.

 

9.  PAYMENT

• Pricing the Service shall be as stated in GT’s tariff as current from time to time. All prices are exclusive of Value Added Tax and all prices are subject to change upon GT giving not less than thirty days prior written notice to the All tariffs are subject to 1p (one pence) minimum call charge.
• All sums due to GT under this Agreement shall be paid in full by the Customer without any withheld amount whatsoever. Billing enquires have to be made in writing, not more than 30 days after receiving the invoice for the enquired month.
• The Customer shall be invoiced monthly by GT for all charges under this Agreement plus Value Added Tax at the stipulated by the VAT Office Payment is due within fourteen days of the invoice date, unless varied in writing by GT and agreed with Customer. The time of payment of all sums due to GT under this Agreement shall be of the essence of this Agreement. If payment in full is not received by GT upon the due date, GT shall be entitled to levy a late payment daily interest charge at a rate of 2.5% per annum above the lending rate of HSBC Group Plc applied per month on any unpaid overdue balance or £30 per line/service per month, whichever is the greater.

 

• All charges payable under this Agreement shall be calculated by reference to data recorded or logged by GT and not by reference to data recorded or logged by the Customer.
• GT shall be entitled to levy a monthly rental fee for any equipment provided by GT, as agreed with the Customer, either prior to or after the acceptance of the service.
• GT shall be entitled to levy an installation fee for the equipment, which GT agrees to waive, provided that the Customer does not terminate this Agreement within the minimum period as prescribed by GT.
• GT shall be entitled to charge a one-off fee of up to £300.00 (plus VAT) for disconnection (inclusive of engineering cost if applicable), suspension or cancellation of its services, if the Customer fails to give the contractual 30- day notice to GT for the termination or temporary suspension of GT’s
• Not less than seven days after signing the Agreement, GT shall be entitled to charge a one-off administration/handling fee of £200.00 (plus VAT), if the Customer cancels the Agreement prior to connection.
• All Line Rental is payable quarterly in advance by Direct Debit unless otherwise Payment terms are 14 days from date of invoice. Line Rental paid monthly, must be paid by Direct Debit two months in advance without exception.

 

10.  USE OF THE SERVICE

The Customer undertakes to use the Service in accordance with such conditions as may be notified in writing to the Customer by GT from time to time.  

11.  PROVISION OF INFORMATION

The Customer undertakes to promptly provide GT, free of charge, with all information and co-operation that GT may reasonably require to enable it to proceed without interruption with the performance of its obligations under this Agreement.

12.  LIABILITY.

• Nothing in this Agreement shall exclude or restrict GT’s liability for death or personal injury resulting from the negligence of GT or its employees while acting in the course of their employment.
  • Subject to Condition
  • GT shall be liable for the damage to the property of the Customer caused by any negligent act or omission of GT or its employees, provided that such liability of GT in contract, tort or otherwise, including any liability for negligence, howsoever arising out of or in connection with the performance of GT’s obligations under this Agreement shall be limited to £20,000 for any one incident or £50,000 for

  any series of incidents arising from a common cause in any twelve month period.

• GT shall not be liable to the Customer in contract, tort or otherwise, including any liability for negligence, for any loss of revenue, business, anticipated savings or profit or of any indirect or consequential loss however arising.
• In the event of any failure in the Service, GT shall not be liable to the Customer for any charges incurred by the Customer should the Customer divert its traffic to another provider.
• The provisions of this Condition 12 shall continue to apply, notwithstanding the termination of this Agreement.
• GT shall not be liable in any circumstances for making good Customer premises in the event of the removal of the equipment.

• Issues arising from installations by any of our suppliers at our customer premises.
  • Gold Telecom Limited will place orders for the installation of ISDN lines, PSTN lines, FTTC, SOGEA, Leased Lines and FTTP services at our customers premises from time to time. If there ever occurs any damage found to have been done to any of these premises – as a result of such installation activity, Gold Telecom Ltd will limit our liability for any compensation to be paid to our customer to the maximum amount of compensation that we will have already successfully claimed back and have been paid out, by the company that is installing the specific service in question.
  • Our customer agrees that Gold Telecom Limited will not be liable in any instance for paying any compensation, which is a greater amount than what Gold Telecom Ltd would be able to claim from any of these companies – relating to any particular incident.
  • If our customer wishes to pursue any additional compensation, then they will need to do that directly with the company that carried out this installation work and will not pursue any further claims with Gold Telecom Gold Telecom Ltd will have no further involvement in the pursuit of any such claim, other than to provide any opinions that might support our customer’s claim.

 

13.   AVAILABILITY

GT will use all reasonable endeavours to ensure that the Services are available for the use by the customer in accordance with the Service standards for the time being set out in GT’s service literature. GT may from time to time introduce compensation schemes should GT fail to achieve the standard of Service set out in its service literature.  

14.  TERMINATION.

• Without prejudice to their rights under the Agreement GT and the Customer shall have the right to terminate this Agreement forthwith in the event that:
  • the other party is in default in its performance or observance of any of its obligations under this Agreement, and, in the case of a remediable breach, fails to remedy the breach within a reasonable time specified by the non defaulting party in its written notice to do so ; or
  • an interim order is applied for or made, or a voluntary arrangement approved, or if a petition for bankruptcy order is presented or a bankruptcy order is made against the other party, or if a receiver or trustee in bankruptcy is appointed of the other party’s estate or a voluntary arrangement is proposed or approved or an administration order is made, or a receiver or administrative receiver is appointed or any of the party’s assets or undertaking or a winding-up resolution or petition is passed or presented (otherwise than for the purposes of reconstruction or amalgamation ) or if any circumstances arise which entitle the court or creditor to appoint a receiver, administrative receiver or administrator to present a winding-up petition or make up a winding up order.
• Without prejudice to its other rights, GT shall have the right forthwith to terminate this Agreement by notice in writing to the Customer in the event that;
  • the Customer fails to make any payment when it becomes due to GT
  • GT’s licence expires or it is revoked
  • a licence under which the Customer has the right to run its telecommunications system and connect it to the GT system is revoked, amended or otherwise ceases to be valid and is not immediately replaced by another valid license.
• In the event of termination by GT under conditions 1.1, 14.1.2,

14.2.1 or 14.2.3 GT shall be entitled to recover from the Customer all costs, losses and expenses including loss of future profits as in 3.2 incurred by GT including but not limited to the cost of disconnecting of the Service(s) and the removal of any equipment as part of and belonging to GT or its agents and located at the Customer’s premises.

• GT will not be responsible and/or liable for de- programming/removing Least Cost Routing Services (other than Carrier Pre- selection Service) and/or any associated charges or Therefore it is solely the responsibility of the customer and/or their new call routing provider.
• Unless agreed in advance by GT, all remaining line rental must be paid for in full if Customer leaves before the end of the remaining months of the

 

15.  SUSPENSION OF SERVICE

GT may at its sole discretion elect to suspend, and charge £50.00 (plus VAT) for subsequent re-connection, the provision of the Service until further notice without liability to the Customer on notifying the Customer either orally, (confirming the same in writing) or in writing in the event that;

• the Customer is in breach of any term of this Agreement, including but not limited to overdue payments; or
• the Customer prevents or delays prearranged maintenance from being carried out
• The Customer is suspected in GT’s reasonable opinion, of involvement with fraud or attempted fraud in connection with the use of the

 

16.  GENERAL

• This Agreement may not be assigned in whole, or in part, by the Customer without the prior written consent of GT, such consent not to be reasonably withheld.
• Neither party shall be liable to the other for any loss or damage, which may be suffered by the other party due to any cause beyond the first party’s reasonable control.
• This Agreement represents the entire Agreement and understanding of the parties with respect to the subject matter hereof and supersedes all prior undertakings and representations, whether written or oral and this Agreement may only be modified if such modification is in writing and signed by GT and the
• Failure by either party to exercise or enforce any right conferred by this Agreement shall not be deemed to be waiver of any such right nor operate so as to bar the exercise or enforcement thereof, or of any other right on any later occasion.
• Any notice, invoice or other document which may be given by either party under this Agreement shall be deemed to have been given if left or sent by post or facsimile transmission (confirming the same by post) to an address notified by the other party in writing as an address to which notices, invoices or other documents may be sent.
• GT’s address for service of any notice hereunder shall be such address as appears on the last invoice rendered to the Customer or such other address as may be prescribed by GT for that purpose.
• This Agreement shall be governed by and construed and interpreted in accordance with English law and the parties herby submit to the exclusive jurisdiction of the English Courts.
• Gold Telecom does not support Wholesale Line Rental (WLR) without the Carrier Pre-Select (CPS) or Least Cost Routing (LCR). These services and calls to be routed exclusively by Gold Telecom.

 

• GT reserves the right to increase any charges for the Service by any percentage increase in the Retail Prices Index (RPI), or any future equivalent, as published by the Central Statistical Office in the Monthly Digest of Statistics by giving one months’ notice to the customer of any such change. Should GT need to increase charges more than once in any twelve-month period or/and by more than the percentage increase of the RPI due to factors such as the complete shut down in December 2025 and the Stop Sell that has been applied by Openreach in September 2023 on many WLR3 products including PSTN lines, ISDN2 and ISDN30 lines, ADSL and FTTC broadband as well as any other factors that are beyond the control of GT, then GT shall give the Customer written notice of any such increase no less than one month before the proposed date of the If such increase is not acceptable to the Customer, it shall notify GT in writing within two weeks of the date of GT’s written notice and GT shall have the sole right without limiting its other rights or remedies to terminate the Agreement by giving six weeks’ written notice to the Customer.
• For all install orders on analogue, ISDN2 or ISDN30 lines, GT reserves the right to charge up to £20 for every update communication email to the Customer relating to delays that are caused by problems on the customer site side or on the Openreach side.
• Industrial Action
  • GT will not be liable for any loss of business by any of our customers, that is a result of a failure to deliver a service, or to fix any fault(s) on a service, relating to an industrial action, or a strike by the workforce of any of our suppliers.
  • If any customer of Gold Telecom Ltd wants to pursue any claim, for any such loss of business, then they will need to pursue it directly with the supplier that was contracted by Gold Telecom Ltd to carry out any of this work.
• Where Gold Telecom supplies a customer with any international numbers (Geographic, Non-Geographic, Premium etc.), Gold Telecom will not be liable for any loss of business or any other costs that the customer might incur if the numbers are affected by any changes in legislation that might be put in place by the relevant authorities in the country that they relate to.

We will use our best endeavours to help in such circumstances but cannot be held liable for any adverse outcomes as these are matters that are and will be beyond our control.