The Service

1.1        Smooth Comms Ltd. will make the Service available to you at the Premises as soon as reasonably practicable, following Smooth Comms Ltd.’s acceptance of your application. In any event Smooth Comms Ltd. will begin providing the Service 30 days after the Agreement comes into force in accordance with clause 4.1 or at such other time as has been agreed between you and Smooth Comms Ltd.

1.2        Smooth Comms Ltd. can provide you with equipment. The equipment provided will remain the property of Smooth Comms Ltd., but you will be responsible for keeping it safe from damage or theft while it is in your custody. You agree to pay Smooth Comms Ltd.1) a sum equivalent to the RRP of the equipment at the date it was supplied, or, 2) Agree to pay Smooth Comms Ltd. all legal costs involved in recovering the money if the equipment provided is lost or damaged or if upon the termination of this Agreement for any reason, you do not return the equipment provided to Smooth Comms Ltd. free of damage and in full working order. The speed and equipment depend upon the Service and capacity purchased. As a guide 100kbps bandwidth per concurrent call guaranteed for Voice traffic gives premium call quality. A minimum of 30kbps per concurrent channel is required.

1.3        Smooth Comms Ltd. may route your calls over any carrier or carriers that it may choose for the provision of the Service. You agree that Smooth Comms Ltd. may act as your agent for the purpose of notifying any carrier that Smooth Comms Ltd. may choose to use for the provision of the Service that your customer line identification (CLI) should be registered for use by Smooth Comms Ltd. You agree that Smooth Comms Ltd. shall have full authority to instruct the carrier on your behalf to cancel any existing CLI registration you might have with any other service provider and to substitute Smooth Comms Ltd. as your service provider.

1.4        In order to improve the Service, Smooth Comms Ltd. may, from time to time, change the procedures or methods by which you will access the Service. Smooth Comms Ltd. will notify you within a reasonable period before any such change is due to take effect.

1.5        Smooth Comms Ltd. may also provide you with the billing of your line rental. If so all lines will be maintained by third party carriers, such as Openreach / Eir, but your customer service will be provided by Smooth Comms Ltd. Smooth Comms Ltd. reserve the right to suspend telephone lines for any necessary reason.

1.6        The delivery of the Service may not be continuous, for example, the Service may be adversely affected by data speed, uploading or downloading of data, interruption to your broadband service or other circumstances beyond the reasonable control of Smooth Comms Ltd.

1.7        Smooth Comms Limited services are all able to connect 999/112 emergency calls. Location information received by the emergency services will be limited to the Premises at which your telephone number is registered. This may not necessarily be the same location as that where the call is made.

1.8        A power failure or a broadband connection interruption or failure may mean that an emergency call will fail. You should ensure you have alternative arrangements e.g. an analogue line with an unpowered handset or a mobile phone for emergency calls.

1.9        In the event of a power failure or a failure in your broadband connection the Service will not [may not] function.

1.10      You must follow all reasonable instructions issued by Smooth Comms Ltd in relation to your access to and your operation of the Service.

1.11      Number portability is available on the Service.

1.12      We monitor and record calls for the training purposes and for the purpose of improving our customer services and for quality purposes.

1.13      In order to reduce customer and our own exposure to fraud risk we reserve the right but not obligation to carry out routine penetration tests against our customer public IP addresses. The main reason for such testing is to try to help you to identify and resolve mis-configured routers, networks or services which could give attackers a means of accessing the customer phone systems and making calls at your expense

1.14      Carriers each have the power to withdraw an allocation of telephone numbers and therefore any telephone numbers offered to the Customer under the Contract, cannot be guaranteed as being available. The Company shall not be liable for any costs incurred by the customer in relation to any such telephone number (including, without limitation, in the advertising of such telephone number) which is withdrawn by the relevant Carrier

1.15      Without prejudice to any rights the Customer may have to port a number allocated to it, the Customer acknowledges it does not own or have any right to sell any number provided to it by Smooth Comms Ltd. Where the Customer has a number from a national numbering plan, the charges for porting such number shall be as set out in the Tariff section in the customer contract agreement.

1.16      The Service supports 999/112 public emergency call services and such calls will be routed to the national emergency call handling agents. However, these services do not operate in the same way as PSTN fixed line 999/112 public emergency call services and connection to such services may not be possible in the event of a service outage caused by loss of connectivity to the internet for whatever reason. In such circumstances, you should use a separate line to make the emergency call. Furthermore, it may on occasions not be possible for emergency services personnel to identify your location and telephone number so this information should be stated promptly and clearly by you when making such a call.

 Inbound Service

2.1        We reserve the right to apply a nominal monthly charge for each inbound number where the only Service you take from us is the Inbound Service.

2.2        If an inbound number is withdrawn by Ofcom or PhonepayPlus or any of our suppliers for reasons beyond our control we reserve the right to recover the number(s) from you immediately. We will use our reasonable endeavours to supply you with another number which is acceptable to you.

2.3        Where you take an international number as part of the Inbound Service, in addition to the above, the following shall apply:

1. we cannot guarantee call quality and shall not be liable for service incompatibility. It is recommended that you perform full compatibility tests prior to publishing any international number(s) provided by us;

1. we cannot guarantee support for calls from mobile numbers unless otherwise specified and in these cases, there will be an additional charge; you accept that restrictions to the service may apply in certain countries;

iii.          we are reliant on third parties for delivery of your billable call records so there may be a delay in us billing you for your international inbound calls, there will be no time limit on us Conditions for billing you for these calls. In some cases, calls will be logged in two parts and we may bill these parts in different months.

Call Recording

3.1        Where you take a service, which includes call recording of inbound and/or outbound calls you confirm that it is your responsibility to obtain legal advice to ensure you are fully compliant before recording any calls. You further confirm that you will comply with all legal requirements when using any call recording product and agree that Smooth Comms Ltd shall have no liability for any costs or claims which may be incurred as a result of any failure by you to comply with any legal requirements

Security

4.1        The customer is responsible for the security of its equipment and the confidentiality of any and all security details and must take all necessary steps to ensure the same are kept confidential, secure and not made available to any unauthorised persons.

4.2        Smooth Comms Limited does not guarantee the security of the Services against unauthorised or unlawful access or use.

4.3        Smooth Comms Limited shall not be responsible for any third-party activities in relation to use of the Services, including any fraudulent and/or criminal activities, and/or unauthorised access or use of the Equipment, the Customer Equipment and/or the System, and any costs arising from such activities shall be the responsibility of the customer.

Charges and Payment

5.1        You will be charged at Smooth Comms Ltd.’s published rates. Smooth Comms Ltd. may vary its rates by notice to you in accordance with clause 6.

5.2        Smooth Comms Ltd. will usually send you a bill once a month to the email address set out on your registration form (or such other address as you request that Smooth Comms Ltd. uses for billing). You must pay all charges within 7 days by direct debit. Smooth Comms Ltd. will normally send reminders for late payment, but Smooth Comms Ltd. may, if it wishes, charge you interest at 4% over HSBC’s Bank Plc’s (Central Bank of Ireland for Euro Customers) base rate for the whole period of any late payment.

5.3        In the event that any sum remains outstanding for more than 14 days Smooth Comms Ltd. may, if it wishes, either terminate the Service or suspend the Service until such time all sums owing have been paid in full, together with such security deposit as Smooth Comms Ltd. may require. If your account is suspended Smooth Comms Ltd will charge £25 per connection for the administration of reactivation of service. Late payments (over 30 days) are subject to a £3 administration charge.

5.4        If any sums owing are overdue by more than 60 calendar days, Smooth Comms Ltd. may instruct solicitors to recover outstanding balances. You will be liable for the debt plus interest and any costs chargeable by our solicitor including enforcement costs

5.5        In the event a payment received by Smooth Comms Ltd. is returned unpaid a £15 administration charge will be applied.

5.6        All quoted tariffs are exclusive of Value Added Tax (VAT) unless stated otherwise.

5.7        For customers on a charge per minute contract Smooth Comms Ltd expects the call volume not to reduce below 50% of the “expected monthly minutes” as stated on the Customer Contract Agreement for a period of more than 3 consecutive months. If this occurs Smooth Comms Ltd. reserves the right to charge you for the difference between these two amounts. This shortfall of minutes will be charged at your average call costs as incurred during your time with Smooth Comms Ltd. The average cost will be obtained by dividing the total number of minutes used, into the total call costs during your time with Smooth Comms Ltd. For example, if you selected 1,000 minutes as your expected monthly minutes on the Customer Contract Agreement and you used only 100 minutes (assuming the 3 consecutive months’ rule) we reserve the right to charge you for 400 minutes at the average cost per minute.

Your Obligations

6.1        You will ensure that any equipment you use with the Service and the equipment provided by us is in good working order and complies with all applicable standards, requirements and approvals.

6.2        You will ensure that the Service is not used for any improper or unlawful purpose or in a manner which is offensive, (including indecent, menacing, nuisance, defamatory or hoax calls).

6.3        You will comply with any reasonable requests and directions that Smooth Comms Ltd. may make, regarding your use of the Service and/or the equipment provided, as may be necessary to ensure the quality and operational integrity of the Service.

6.4        Landline Fair use policy: Where an unlimited package is purchased

              United Kingdom: 1000 UK Local/National and mobile minutes are inclusive per purchased user license.

              Ireland: 1000 Ireland Local/National and mobile minutes are inclusive per purchased user license. Out of the 1000 allocated minutes, mobile calls must not exceed 500 minutes or they will be charged for any minutes above 500.

6.5        Mobile Fair use policy: Where an unlimited package is purchased

Calls and texts are capped at 3,000 per month each, Data is capped at 200GB per month in the UK

6.6   If any of these limits on inclusive calls/data/SMS are exceeded, Smooth Comms will charge for these calls at 2.5ppm for landline and 6ppm for mobile.

Length of the Contract

7.1        This Agreement shall come into force on and with immediate effect from the date the Smooth Comms Customer Contract Agreement is signed (“the Commencement Date”).

7.2        You commit to an initial minimum contract term as stated on the Smooth Comms Customer Agreement or 24 months (if no term is specified) for the call charges, line rental services and broadband. This is known as the Initial Minimum Period.

7.3        This Agreement will remain in force (unless terminated earlier in accordance with this Agreement) for the Initial Minimum Period and will continue thereafter until terminated in accordance with clause 5 of this Agreement.

Termination

8.1        Thirty (30) days before the end of the Initial Minimum Period (or any subsequent periods) you may terminate this Agreement, by giving Smooth Comms Ltd. 30 day’s written notice to terminate this Agreement to expire with effect from the last day of the Initial Minimum Period. In the event that the Customer fails to provide notice of termination, the Agreement will continue for successive periods of 12 calendar months after the end of the Contract Term until the Customer gives notice to terminate the Agreement within 30 days of any subsequent period; or the Customer agrees to enter into a Further Contract Term.

8.2        You may terminate this Agreement if Smooth Comms Ltd. varies its terms, resulting in an excessive increase in the charges or changes that alter your rights under this Agreement to your detriment, by giving us written notice to the registered office address below within 30 days of the date of the change. This does not apply if we raise charges by an amount equal or less than the percentage in the Consumer Prices Index (CPI) plus 3.9% in alignment with industry standards.

8.3        Smooth Comms Ltd. will be entitled to charge an early termination charge for customers subscribed to the line rental and calls service and / or broadband equal to a sum of the line rental and broadband charges and a sum equal to 50% of the expected monthly minutes, as stated on the Customer Contract Agreement, to the extent not already paid, for the remainder of the term.

8.4 Smooth Comms Ltd. will be entitled to charge an early termination charge for customers subscribed to the calls only service. The early termination charge will be equal to a sum of 50% of the expected monthly minutes, as stated on the Customer Contract Agreement, to the extent not already paid, for the remainder of the term.

8.5 Smooth Comms will be entitled to charge an early termination charge for customers subscribed to a calls and lines bundled tariff, equal to the monthly bundled charge, to the extent not already paid for the remainder of the term.

8.6 You may terminate this Agreement before the Initial Minimum Period or any subsequent annual term has expired if you give us 30 days written notice of cancellation and pay us all charges that are due plus the early termination charge (remaining contract term) as described at 5.3, 5.4 or 5.5, as the case may be.

8.7 If you do not give us 30 days written notice of cancellation (whether before or after the Initial Minimum Period (or any subsequent periods) has expired) Smooth Comms Ltd will be entitled to charge an amount equal to 30 days average call charges in addition to any other termination charges which arise.

8.8 Smooth Comms Ltd. may terminate the Service without notice if you become subject to any bankruptcy proceedings or you make an arrangement or composition with your creditors, or a liquidator, administrator, administrative receiver, bankruptcy trustee or you do not pay your bill when due; or if we have good reason for believing that any information you have given us is false or misleading.

8.9 Smooth Comms Ltd. may terminate this Agreement at any time after the Initial Minimum Period has expired by giving you at least 30 days written notice.

8.10 Without prejudice to any other termination rights set out in this Agreement, Smooth Comms Ltd. may terminate this Agreement immediately on notice if you commit a non-remediable breach of a material obligation of the Agreement or you commit a remediable breach of a material obligation of this Agreement (including without limitation failure to pay any charges by their due date) and fail to remedy such breach within 30 days of the date we notify you of such breach; or where any contract between Smooth Comms Ltd. and a third party provider of telecommunications services is terminated where such termination affects the provision of the Service. On termination of this Agreement you shall immediately stop using the Service and all amounts you owe as for use of the Service shall be due and payable in full.

8.11 Residential customers or a small business with 10 employees or less, once the Initial Minimum Period has been met will not be rolled into a subsequent term of contract without their express consent. If cancelling a contract within the Initial Minimum Period or any subsequent annual term please see clauses 5.3, 5.4 and 5.5

8.12 We may from time to time supply promotional offers to some or all of our customers. Such offers shall be subject to any promotional terms and conditions we notify to our customers. Unless otherwise stated in the promotional terms and conditions we shall not incur any liability under the Agreement in relation to such offers. Promotional terms and conditions may require variation to the Agreement in which case you will be deemed to have accepted in writing such variation upon acceptance of the promotional offer. Unless otherwise stated in the promotional terms and conditions an offer may be amended or withdrawn by us (in relation to some or all of our customers) at any time and without notice. For the avoidance of doubt, we are not obliged to include you in any offer we make to our other customers. If any equipment or product has been supplied by us at a reduced cost, or free of charge, as part of a promotion or sales offer in connection with this Agreement and you terminate this Agreement or you are in default of this Agreement before the end of the Initial Minimum Period, or any subsequent annual term as specified on the sales contract, you must return the product in as good a condition as it was in when you received it and in its original packaging. Should you fail to return the free gift in its original condition or at all then Smooth Comms Ltd. may demand payment of a sum equal to the full value of the item when new and selling at full price at the date of termination.

Changes to this Agreement

9.1        We may change this Agreement and the charges at any time. If we increase the charges for Services you are using or change this Agreement to your disadvantage we will give you 30 days written notice before the increase in charges or changes takes place delivered to the last correspondence address notified to us by you.

Limitations of Liability

10.1      With the exception of the Customer’s obligation to pay the Charges, each party’s total liability to the other party under this Agreement in relation to any claim arising whether under breach of contract, tort (including without limitation negligence and breach of statutory duty) or otherwise shall be limited to the lower of £1,000 or the total charges paid by you in the twelve months before the act or omission events giving rise to the liability. Save for any warranty or representation expressly given by Smooth Comms Ltd

10.2      In this Agreement, Smooth Comms Ltd excludes all warranties and representations (whether express, or implied by statute, common law or in any other way) to the fullest extent permitted by law.

10.3      Neither party will be liable to the other for any:

1. loss of profits, loss of data and/or damage to goodwill;
2. economic and/or similar losses;

iii.          business interruption, loss of business, contracts, opportunity and/or production;

1. any special, incidental, indirect, punitive or consequential losses

10.4      Smooth Comms Ltd shall have no liability to the Customer in respect of any act or default or delay by BT, the Access Provider, any other communications provider and/or any regulatory authority in carrying out their obligations necessary to enable the provision of the Services.

10.5      Smooth Comms Ltd will have no liability to the Customer for any fault or defect where the fault or defect has been caused by the Customer.

10.6      The Customer shall give Smooth Comms Ltd a reasonable opportunity to remedy any matter capable of remedy for which Smooth Comms Ltd is liable before the Customer incurs any costs and/or expenses in remedying the matter itself. If the Customer does not do so Smooth Comms Ltd shall have no liability to the Customer.

10.7      Smooth Comms Ltd shall have no liability for damage, loss, liability, claims, costs or expenses caused or contributed to by the Customer’s continued use of defective or faulty Services after a defect has become apparent or suspected or should reasonably have become apparent to the Customer.

10.8      The Customer indemnifies and will keep indemnified Smooth Comms Ltd against any and all losses or liabilities including but not limited to expenses, costs (including increased administration costs and all legal costs on a full indemnity basis), claims (whether actual or threatened), proceedings, actions, demands, judgments, awards, damages, lost profits and other losses or liabilities incurred directly or indirectly by Smooth Comms Ltd directly or indirectly as a result of any:

1. breach of contract, tortious act and/or omissions (including negligence) breach of statutory duty or Common Law by the Customer; and/or

1. claim by a third party that the Customer’s use of the Services employees, agents, officers, managers, executives and/or subcontractors) as if they were the Customer’s own acts and/or omissions under this Agreement.

10.9 Notwithstanding any other provision of this Agreement, nothing in this Agreement will limit or exclude either party’s liability for death or personal injury caused by that party’s negligence or any liability due to that party’s fraud or for any other liability which that party is not permitted to exclude or limit as matter of law.

10.10 will be liable under this Agreement for the acts and/or omissions of its employees, agents, officers, managers, executives and/or subcontractors (whether or not they remain as the Customer’s employees, agents, officers, managers, executives and/or subcontractors) as if they were the Customer’s own acts and/or omissions under this Agreement.

General

11.1 If any dispute arises in connection with this Agreement, the parties shall, within five days of a written request from one party to the other, meet in a good faith effort to resolve the dispute.

11.2 f the dispute is not resolved at that meeting, the parties will attempt to settle it by mediation in accordance with the CEDR Model Mediation Procedure. Unless otherwise agreed between the parties, the mediator will be nominated by CEDR.

11.3 No party may commence any court proceedings or arbitration in relation to any dispute arising out of this Agreement until it has attempted to settle the dispute by mediation and either the mediation has terminated, or the other party has failed to participate in the mediation, provided that the right to issue proceedings is not prejudiced by a delay.

11.4 This Agreement and any dispute or claim arising out of or in connection with it and its subject matter or formation (including non-contractual) disputes or claims), shall be governed by, and construed in accordance with, the law of Northern Ireland for UK registered businesses and the law of Ireland for Irish registered businesses.

11.5 Subject to clauses 8.1 to 8.4 above, the parties irrevocably agree that the courts of Northern Ireland (Ireland for Irish registered businesses) shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).

11.6 If a court decides that any part of this Agreement is not enforceable, that part will not apply, but the remaining terms and conditions will continue to apply.

11.7 You may not assign this Agreement to any other person without Smooth Comms Ltd.’s prior written consent.

11.8 The Customer Contract Agreement application and this Agreement constitute the entire agreement between Smooth Comms Ltd. and you. No warranty, term or condition, other than those contained in this Agreement, will govern either your or Smooth Comms Ltd.’s rights and obligations relating to the Service.

11.9 In this Agreement, ‘Smooth Comms Ltd.’ and ‘Service’ shall have the meaning given to those terms on the Customer Contract Agreement and shall mean the provision of the Service arising upon the acceptance of your registration by Smooth Comms Ltd. ‘Agreement’ shall mean these terms and conditions that define the service that you have applied to Smooth Comms Ltd. to provide to you. ‘Initial Minimum Period’ shall mean initial minimum contract term referred to in clause ‘Premises’ means the location at which Smooth Comms Limited agree to provide the Service.

11.10 The parties to this Agreement do not intend that this Agreement be enforceable by any person not a party to this Agreement.

11.11 Any notice given under this Agreement must be delivered by hand or sent by email or pre-paid post to us at Smooth Comms Ltd. registered office address and to you to the last correspondence address notified to us by you.

11.12 No waiver by Smooth Comms Ltd. of any default by You under the Agreement shall operate or be construed as a waiver by Us of any future defaults whether of a like or different character. No granting of time or other forbearance or indulgence we grant you shall imply a waiver of our rights or shall in any way release, discharge or otherwise affect your liability under this Agreement.

11.13 In the event of any inconsistency between this Agreement and the Customer Contract Agreement the order of precedence shall be (1) this Agreement and (2) the Customer Contract Agreement.

11.14 Smooth Comms Ltd complies with regulations established by The Electronic Communications Act 2000, which confirms the legal status of electronic signatures.

11.15 Smooth Comms Ltd ensures that every electronic signature is uniquely linked to the signatory by storing secure records of the signature as well as additional information such as IP address and user details.

11.16 A document sent by Smooth Comms is only sent to the person the document is intended for. No other copies are sent elsewhere, and the signatory has sole control over the signing process.

11.17  Where it is necessary  for Smooth Comms Ltd or  its  suppliers  to  effect  installation  and/or  maintenance  of  a Service,  equipment  or  Goods  at  the  End  User’s  site,  the  End  User  shall  provide  full  access  to such  site  and  to  its  personnel,  and  any  technical  help  reasonably  required  by  Smooth Comms Ltd  or  its suppliers  for the  installation  and maintenance of  the  Service,  Equipment or  Goods. The  End  User  shall  use  any Smooth Comms  or  supplier  Equipment  and  associated  software  in  strict accordance  with  any  instructions  or  software  licence  communicated  or  made  available  by Smooth Comms or  its  suppliers  from  time  to  time,  and  the Smooth Comms and  its  suppliers  will  not  be  liable  for any  repairs  whatsoever  or  howsoever  arising  other  than  as  a  result  of  normal  and  proper  use  in accordance  with  those  instructions  and software  licences.

11.18 The  End  User  shall  be  responsible  for  insuring  any Smooth Comms  and/or  supplier  Equipment  on  the End  User  site  against  loss  or  damage  from  all  risks, such  insurance  to  be  for  an  amount  equal to  the full  replacement value of  the  Equipment.

11.19 The  End  User  shall  be  responsible  for  insuring  itself  against  all  loss  of  or  damage/corruption to  data.  In no event will Smooth Comms Ltd or  its  suppliers  be  liable  for  loss  or  damage/corruption  to  any data  stored/transmitted on/using  the  Service  or any  Equipment or  Goods.

11.20 Any network  and/or  Service  supplied  by  Smooth Comms  or  its  suppliers  may  only  be  used  by  the  End User  for  lawful  purposes,  and  the  End  User  agrees  to  be  bound  by  the Acceptable  Use Policy  in relation to  the  use  of  the Service and any  network.   The  End  User shall  not  (and shall  not  authorise or  permit any  other  party  to):   (a)  use  the  Service  or  any  network  supplied  by Smooth Comms Ltd  or  its  suppliers  for  the transmission  of  any  information,  data  or  other  material  which  is  in  violation  of  any  law  or regulation,  or  which  is  defamatory,  menacing,  obscene,  in  breach  of  any  third  party intellectual  property  right  (including  copyright)  or  in  breach  of  trade  secrets  (“Prohibited Material”); (b)  use  the  Service  or  any  network  supplied  by  Smooth Comms Ltd or  its  suppliers  for  the transmission  of  any  material  that  contains  software  viruses  or  any  other  computer  code, files  or  programs  designed  or  intended  to  interrupt, destroy  or limit the  functionality  of  any computer software or  hardware or  telecommunications  equipment; (c)  use  the  Service  or  any  network  supplied  by  Smooth Coms Ltd  or  its  suppliers  for  mail-bombing or spamming  (i.e  the act  of  sending  a  large number  of  unsolicited  e-mail  messages  within a  short  period  of  time  to  one  or  more  individual  e-mail  accounts)  or  sending  one unsolicited  e-mail  message  to  ten  or  more  individual  e-mail  users,  where  the  message could reasonably  be  expected  to  cause  complaints  from  some of  the recipients;  or (d)  attempting  to  gain  unauthorised  access  to  any  account  or  computer  resource  not belonging  to  the  End  User,  or  attempt  the  unauthorised  accessing,  altering,  interfering with,  or  destruction  of  any  network,  system,  equipment  or  information  by  any  means  or device.   Any  breach  of  this  paragraph  3  shall  be  deemed  to  be  a  material  breach  of  this  Agreement  and shall  entitle  Smooth Comms Ltd to  terminate  this  Agreement  forthwith  and  for  this  purpose  it  shall  be irrelevant  whether  the  End  User  is  aware  of  the  content  of  any  information,  data  or  material  so transmitted  or  not. Smooth Comms Ltd may  suspend  the  Service  without  notice  with  immediate  effect  if in Smooth Comms Ltd  reasonable opinion  the  End User  is  in  breach of  this  paragraph 3. The  End  User  acknowledges  that Smooth Comms and  its  suppliers  are  unable  to  exercise  control over  the  content  of  the  information,  data  and  other  material  passing  over  any  network  and/or connections  supplied  by Smooth Comms Ltd  or  its  suppliers,  and/or  the  Service,  and  Smooth Comms Ltd  and  its suppliers  hereby  exclude  all  liability  of  any  kind  for  the  transmission  or  reception  of  Prohibited Material  of  whatever nature. The  End  User  hereby  agrees  to  indemnify  and  hold  Smooth Comms Ltd and  its  suppliers  harmless  from and  against  any  claim  brought  by  a  third  party  resulting  from  the  use  of  any  network  and/or  line supplied  by Smooth Comms Ltd  or  its  suppliers,  and/or  the  Service  by  the  End  User,  including  but  not limited  to  infringement  of  any  intellectual  property  right  of  any  kind,  and  breach  of  any  legislation or  regulation,  or  otherwise  arising  out  of  or  in  connection  with  any  Prohibited  Material.    The  End User  shall  pay  all  costs,  damages,  awards,  fees  (including  reasonable  legal  fees)  and  judgements awarded  against Smooth Comms Ltd  and/or  its  suppliers  arising  from  such  claims,  and  shall  provide Smooth Comms Ltd  and/or  its  suppliers  with  prompt  notice  of  such  claims,  full  authority  to  defend, compromise  or  settle  such  claims  and  all  reasonable  information,  assistance  and  cooperation necessary  to  defend  such  claims,  at  the  End  User’s  sole  expense.  Such actions  will  be  taken  in consultation  with  the  End User.

IoT / M2M Sim Cards

11.21 The SIM cards and associated managed services shall be used only together with Customer’s equipment and within modules purchased from Smooth Comms Ltd. The SIM cards and associated managed services may only be used in territories determined by Smooth Comms Ltd from time to time. If, notwithstanding the aforesaid, the SIM card and associated managed services is used outside of the territory, without limiting Smooth Comms Ltd rights, the Customer shall be charged pursuant to standard pricing as applicable from time to time which shall be made available to Customer upon request.

11.22 The maximum amount of data transmission allowed per calendar month for each SIM card is according to the signed agreement between the end user and Smooth Comm Ltd. If during the calendar month the SIM card is used in excess of the maximum allowed, then the Customer shall be charged for the overage fees pursuant to standard pricing as applicable from time to time which shall be made available to Customer upon request. Customer must pay for any such overage fees within 14 days of invoice.

11.23 The SIM cards may not be used for SMS and voice services. The SIM cards may only be used for M2M IP data services within the allowance specified in 11.22 above.

11.24 You will only use the SIM card/s and the associated managed services in accordance with applicable legislation or regulation and as may be reasonably instructed by Smooth Comms Ltd from time to time. You will not use any devices to route third party call traffic data services with respect to your use of the SIM card/s without Smooth Comms written permission. Smooth Comms Ltd may vary these Standard Terms and Conditions upon notice to you and you will be bound by such variation.

11.25 . The SIM cards and the services provided by Smooth Comms Ltd are provided “as is” and Smooth Comms Ltd expressly excludes, to the maximum extent allowed by law, all representations, warranties and undertakings of any kind whatsoever, express or implied, whether by statute, common law or otherwise. Without prejudice to the generality of the foregoing, Smooth Comms Ltd specifically disclaims the implied warranties of merchantability, satisfactory quality and/or fitness for a particular purpose.

11.26 The SIM cards may not be provided by the Customer to any third party. If a SIM card is lost, stolen or damaged, the Customer must notify Smooth Comms Ltd of the same in writing as soon as reasonably possible and in any event within 24 hours.

11.27 Customer shall defend, indemnify and hold harmless Smooth Comms Ltd against any and all claims, damages and expenses arising out of or in connection with Customer’s breach of these Terms and Conditions.

11.28 Smooth Comms Ltd may, in its sole discretion, terminate the provisioning of services, amend the coverage area and / or the third party providers providing service and/or disconnect / deactivate any SIM card subscription at any time without any liability therefor and with no prior notice.

11.29 You acknowledge and consent that Smooth Comms Ltd may itself, or through a third party, access network diagnostics and location information pertaining to the wireless device and mobile network hosting the Smooth Comms Ltd IoT Connectivity SIM in order to provide you with information that may be required, inter alia, for trouble shooting or diagnostic purposes. You agree that you will use, hold and deal with such information in compliance with all relevant laws. Furthermore, you agree to release such information back to Smooth Comms Ltd to the extent that Smooth Comms Ltd is required by law or other local or national authorities to provide such information.

11.30 Customer agrees that it shall not disclose to any third party, without the prior written permission of Smooth Comms Ltd any information regarding the services or products provided by Smooth Comms Ltd or the business of Smooth Comms Ltd unless and until such information is generally available in the public domain through no fault of Customer. Except as is otherwise required or permitted by law, Customer shall not and shall not allow any third party to reverse engineer, decompile or modify the SIM cards or the associated managed services or take any other, similar action. Customer acknowledges that any and all intellectual property rights in the SIM cards and the associated managed services belong to Smooth Comms Ltd and its providers and licensors.

11.31 M2M Porting: Smooth Comms Ltd. reserves the right to charge a porting out fee of £25 per sim card should the Customer wish to port their sims to another carrier and/or reseller. This is applicable to all M2M (not mobile) SIMS hosted on any portal / through any carrier