Terms of Service

Agreed terms

1. Interpretation
   
   1.1 The following definitions and rules of interpretation apply in this MSA:
   
   AUP: the acceptable use policy of Planet Telecom as set out on the Website.
   
   Business Day: a day, other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
   
   Business Hours: the period from 9.00 am to 5.30 pm on any Business Day. Commencement Date: the date when this MSA becomes binding. Comms Act: the Communications Act 2003, the Telecommunications Act 1984, together with any other applicable laws and regulations, and directions given by Ofcom or any other competent authority.
   
   Connection Date: the date listed on the Order Form in respect of each Engagement when the Service in question will start and/or the Infrastructure for the Services have been installed. This date is an estimate and Planet Telecom will update the Client accordingly. Connectivity Services: the services provided by Planet Telecom which provide internet connections for the Client.
   
   Client: the entity to which Planet Telecom will provide the Services. Engagement: any particular request by the Client to Planet Telecom to provide particular Services the terms of which will be incorporated into the Order Form.
   
   Fees: the sums payable for the Services as set out in any Engagement. Fixed and Hosted Telephony Services: the Telecommunication services provided by Planet Telecom that use the internet.
   
   Fixed Cost: in relation to any Recurring Cost where the regular payment is fixed regardless of usage of the Services.
   
   Initial Term: in relation to any Engagement the minimum terms for each Service as set out in the Engagement provided that the Initial Term shall not be less than any applicable Third Party Licence and, excepting Small Business Client, the Initial Term shall not be less than sixty months unless stated to the contrary on the Order Form.
   
   Infrastructure: the Telecommunications equipment, telephone system or computer equipment that the Client uses to connect to the Telecommunications service provided by Planet Telecom, whether this service is a telephone line, internet connection or a telephone call or data call routing service, carried over a telephone line or internet connection at the Service Point as is summarised on the Order Form.
   
   Installation: the installation of the Infrastructure at the Client’s Premises by Planet Telecom.
   
   Intellectual Property Rights: patents, utility models, rights to inventions, copyright, trademarks, business names and domain names, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
   
   Maintenance and Support: the maintenance and support services provided by Planet Telecom.
   
   Mobile Services: the provision and operation of mobile telephones for the Client by Planet Telecom to the Client as is more particularly referred to in clause 6 and Schedule 2.
   
   Mobile Equipment: the handsets and SIM cards particularised on Schedule 2.
   
   MSA: this agreement and in relation to each Engagement the applicable Schedule. Network Services Telecommunication services that can include lines, calls and features such a call diversion, call barring and caller identification that are provided to the Client at their places of business either directly by cables or indirectly by wireless radio connections.
   
   Network Third Party Provider: the telecommunications or internet Third Party Provider that provides the connection of the Telecommunication service to the Service Point and carries the call or data traffic across it either partially or wholly.
   
   Planet Telecom: Planet Telecom Limited incorporated and registered in England and Wales with company number 14729779 whose registered office is at Asm House, 103a Keymer Road, Hassocks, West Sussex, United Kingdom, BN6 8QL.
   
   Professional Services: in connection with Fixed and Hosted Telephony Services and Connectivity Services (internet circuits) the written guidance and advice regarding Installation the Client. This will be for a One Off Cost as is detailed on the Order Form. One Off Cost: any Fee for a Service that is not recurring. Where appropriate if paid by the Client in instalments the payment schedule in question will be on the Order Form.
   
   Order Form: the requirements and information pertaining to the Engagement as detailed on Schedule 1.
   
   Recurring Cost: any Fee whether a Variable Cost or a Fixed Cost that is payable in regular instalments throughout the Term and is detailed on the Order Form.
   
   Renewal: the terms of any Engagement that continues once the Initial Term has expired.
   
   Services: as the case maybe Fixed and Hosted Telephony Services, Connectivity Services (internet circuits), Maintenance and Support and Mobile Services.
   
   Service Levels: as outlined in the Order Form the scope to which Planet Telecom will provide the Maintenance and Support.
   
   Service Point: the place(s) at which the Services are to be performed as specified in the Order Form or as otherwise agreed between the parties in writing.
   
   Small Business Client: any Client that has 10 or fewer individuals working for that Client (whether as employees, volunteers or otherwise) and pursuant to s.52 of the Comms Act Ofcom has granted certain contractual protections.
   
   Special Terms: any provisions in the Order Form that override the terms of this MSA.  
   
   Term: as the case maybe the Initial Term or the Renewal.
   
   Termination Fee: in respect of Mobile Services the charge made by Planet Telecom to disconnect any Mobile Equipment. Details of the Termination Fee are available on request from Planet Telecom.
   
   Third Party Licences: any arrangement whereby a Third Party Provider provides a service to the Client over a time period in which Planet Telecom has committed to a minimum time period.
   
   Third Party Providers: any third party which Planet Telecom contract with in connection with providing the Services to the Client including Network Third Party Providers.
   
   UK GDPR: has the meaning given to it in section 3(10) (as supplemented by section 205(4)) of the Data Protection Act 2018.
   
   VAT:value added tax or any equivalent tax chargeable in the UK or elsewhere.
   
   Variable Cost: any Fee that is calculated according to the Client’s usage of the Services as is set out in the Order Form.
   
   VOIP: Voice over Internet Protocol.
   
   Website: www.planettelecom.tech
   
   Clause, Schedule and paragraph headings shall not affect the interpretation of this MSA.
   
   1.2 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
   
   1.3 The Schedules form part of this MSA and shall have effect as if set out in full in the body of this MSA. Any reference to this MSA includes the Schedules.
   
   1.4 Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.
   
   1.5 Unless the context otherwise requires, a reference to one gender shall include a reference to the other gender.
   
   1.6 A reference to writing or written includes email but not fax.
   
   1.7 Any obligation on a party not to do something includes an obligation not to allow that thing to be done.
   
   
2. This MSA
   
   2.1 The provisions of the MSA apply to the exclusion of any other terms that the Client seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
   
   2.2 Any quotation given by Planet Telecom shall not constitute an offer, and is only valid for a period of 30 days from its date of issue
   
   2.3 This MSA will govern the parties’ dealings in relation to the Services and save for any Special Terms the MSA’s terms shall prevail against any Engagement.
   
   2.4 If the Client’s requirements change then new Engagements will be entered into, existing Engagements altered or terminated and where necessary the Order Form will be amended accordingly.
   
   2.5 Planet Telecom reserves the right to make changes to this MSA from time to time if there are changes to the law or amendments to the terms and conditions upon which Planet Telecom is are able to obtain services from Network Third Party Providers and these changes to the operation of the service are beyond Planet Telecom’s reasonable control or the service is withdrawn or modified. Planet Telecom will write to the Client informing of any changes to the way call and service Fees are levied with a minimum of thirty days notice and whether the introduction of these changes is beyond Planet Telecom’s reasonable control. It is deemed by this MSA that such changes will be passed to the Client at the wholesale costs plus a thirty percent increase to allow for a reasonable operating margin thereafter
   
   
3. Small Business Clients
   
   3.1 If the Client is a Small Business Client, the Client must notify Planet Telecom in writing prior to signing any Order Form.
   
   3.2 For all Small Business Clients, only:
   
   (a) Planet Telecom acknowledges that the longest Initial Term which may apply to any Service is 24 months (and references in any definition of Initial Term in this MSA shall be amended accordingly);
   
   (b) Planet Telecom acknowledges that no automatic renewal shall apply to any Services provided under this MSA unless the Client agrees to an automatic renewal;
   
   (c) the period of notice for terminating the supply of services shall be 30 days; and
   
   (d) clause 20 shall not apply and instead any dispute shall be governed by a separate procedure which is available on the Website or upon request from Planet Telecom.  
   
   
4. Commencement and duration
   
   4.1 This MSA shall commence on the Commencement Date and shall continue, unless terminated earlier in accordance with clause 17 (Termination). The Engagement shall continue until all Services are terminated with appropriate notice of termination served. If the Order Form states that the Services are co-terminus then one notice of termination will terminate this MSA. If the Services are not co-terminus then notice of termination will be given in accordance with all applicable Engagements
   
   4.2 The Client acknowledges and accepts that to enable Planet Telecom to provide the Services to the Client:
   
   (a) Planet Telecom will enter into a contract for a fixed term with the Third Party Provider and Planet Telecom may remain liable to the Third Party Provider if the Engagement is terminated by the Client;
   
   (b) Notwithstanding the Term agreed for other Services if Planet Telecom is providing Services using Third Party Providers the Client will not be able to terminate until the Third Party Licences have expired
   
   4.3 The term of this MSA shall commence at the Commencement Date and shall continue in effect until all Services have been completed and notice of termination is given in accordance with all applicable Engagements.
   
   4.4 Each Service will continue automatically for additional Renewal of twelve months unless a ifferent Renewal is specified on Order Form, or a written notice of cancellation is given by either party at least 90 days prior to the end of the then-current Term for that Engagement. Such notice of termination will only be binding when Planet Telecom has acknowledged in writing to the Client that written notice of termination has been served.
   
   4.5 The parties shall not enter into any further Engagements after the date on which notice to terminate is served.
   
   
5. Installation of Infrastructure
   
   5.1 Where the Client wishes to transfer the provision of any lines or services from another supplier to Planet Telecom, the Client shall:
   
   (a) provide to Planet Telecom such accurate information as is required by Planet Telecom to enable the migration from the current supplier; and
   
   (b) be responsible for all costs, charges and penalties that may arise as a result of or in connection with such transfer.
   
   5.2 The Client acknowledges and accepts that it is liable for all cancellation or termination payments and charges (including without limitation any early termination charges) levied by a previous supplier for the transfer of the provision of services and lines to Planet Telecom unless it is stated on the Order Form that Planet Telecom will be responsible for the payment of such charges.
   
   5.3 The provision of any Services by Planet Telecom is conditional on:
   
   (a) Planet Telecom carrying out such surveys as it considers necessary to satisfy itself that it is feasible for it to supply the Connectivity Services and Planet Telecom being satisfied with the results of such surveys;
   
   (b) the installation of the lines over which the Connectivity Services are to be provided and such lines being fully operational;
   
   (c) the Client providing to Planet Telecom’ satisfaction accurate information and data to enable Planet Telecom to provide the Professional Services, calculate the Fees and to carry out or commission a site survey;
   
   (d) the Client informing Planet Telecom of any potential hazards or risks that are present at the Service Point prior to the Installation;
   
   (e) it may be necessary for the Client to obtain permission for a Network Third Party Provider to connect cables or ducts to the Service Point or dig trenches across driveways and roads or erect poles as part of the installation of the service in this contract – known as a “Wayleave”. This is the Client’s responsibility and may involve obtaining permission from the freehold owner of the Service Point;
   
   (f) if, following carrying out such surveys as are referred to, it is apparent that to enable the Connectivity Services to be provided, infrastructure is required in addition to that which is already in place, then Planet Telecom will provide the Client with a quotation for undertaking such work, and the Client may either accept that quotation or not accept that quotation. If the Client accepts the quotation then Planet Telecom shall arrange for the work to be carried out to install the infrastructure required and the cost thereof shall be paid by the Client in accordance with the quotation, which shall be in addition to other costs payable by the Client. If the Client does not accept the quotation then either the Client or Planet Telecom will not be obliged to provide Connectivity Services to the Client.
   
   5.4 The Client shall:
   
   (a) provide, for Planet Telecom, its agents, subcontractors, consultants and employees, in a timely manner and at no charge, access to the Client’s premises, office accommodation, data and other facilities as reasonably required by Planet Telecom including any such access;
   
   (b) provide to Planet Telecom in a timely manner all documents, information, items and materials in any form (whether owned by the Client or a third party) required under an Engagement or otherwise reasonably required by Planet Telecom in connection with the Services and ensure that they are accurate and complete in all material respects; and
   
   (c) obtain and maintain all necessary licences and consents and comply with all relevant legislation as required to enable Planet Telecom to provide the Services.
   
   5.5 Planet Telecom is under a duty to all of its Clients to preserve network integrity and capacity and avoid degradation. The Client agrees that if in Planet Telecom’s reasonable opinion the Client’s use of Connectivity Services is adversely affecting, or may adversely affect, integrity and capacity of networks, Planet Telecom may take such steps as it deems appropriate to manage the Client’s Connectivity Services.
   
   5.6 Where the Connectivity Services involve the supply of VOIP, then it is agreed that the following shall apply and the Client accepts that:
   
   (a) the Client’s ability to make emergency calls and their priority treatment cannot be guaranteed and that any suspension or interruption of the VOIP service may result in the Client being unable to make emergency calls;
   
   (b) it must, prior to activation, register with Planet Telecom the principal fixed location(s) for use of VOIP outbound calls and update that information with Planet Telecom if there is any change to this principal location, or if any new locations are to be added;
   
   (c) the VOIP services are generally not considered to be as reliable as calls made over conventional telephone lines and Clients are advised to maintain the ability to make telephone calls other than through a VOIP system;
   
   (d) the Client acknowledges that the VOIP service may sometimes be limited, unavailable or interrupted due to events beyond Planet Telecom’ control, such as those specified in clause 21.1 (force majeure); and
   
   (e) the VOIP services may not offer all of the features or resilience that the Client may expect from a conventional telephone line
   
   5.7 The Client gives Planet Telecom the authority to represent the Client when dealing with the current Network Third Party Providers for the purpose of transferring any services in connection with this MSA.
   
   5.8 Any order for Infrastructure is conditional on the availability of such Infrastructure prior to the Connection Date. Planet Telecom shall use reasonable endeavours to deliver the Infrastructure and attend to the Installation with reasonable care and skill in accordance with the estimated period for delivery and installation. Installation within such period is not guaranteed and time shall not be of the essence.
   
   5.9 Delivery of Infrastructure shall be deemed to take place when the relevant Infrastructure arrives at the Service Point (prior to unloading or unpacking). In relation to delivery of any Infrastructure:
   
   (a) the Client shall be responsible for checking that all details specified in the Order Form are correct;
   
   (b) if the Client fails to take delivery of any Infrastructure within 10 Business Days of Planet Telecom notifying the Client that the Infrastructure is capable of being delivered, the Infrastructure shall be deemed to have been delivered in accordance with the MSA and the Infrastructure shall be at the risk of the Client;
   
   (c) if any Infrastructure is to be delivered in instalments, any delay in the delivery of one instalment shall not entitle the Client to reject the other instalments or to terminate the MSA;
   
   (d) the risk in any Infrastructure shall pass to the Client on delivery (or deemed delivery) and the Client shall be responsible for insuring the Infrastructure from that time; and 5.10 Planet Telecom shall use reasonable endeavours to observe all health and safety and security requirements that apply at any of the Service Points and that have been communicated to Plane Telecom in writing by the Client, provided that it shall not be liable under this MSA if, as a result of such observation, it is in breach of any of its obligations under this MSA.
   
   5.11 The Client shall ensure that all the Client’s equipment is in good working order and suitable for the purposes for which it is used in relation to the Services.
   
   
6. Fixed and Hosted Telephony Services, Connectivity Services and Mobile Services
   
   6.1 If the Client uses the following Services then the following Schedules will govern each Engagement:
   
   (a) Mobile Services Schedule 2
   
   (b) Connectivity Services Schedule 3
   
   (c) Fixed and Hosted Telephony Services Schedule 4
   
   6.2 If the Client requires Professional Services then the scope and Fees of such will be as set out in the Order Form.
   
   
7. Maintenance and Support
   
   7.1 The Order Form details the Service Level agreed with the Client
   
   7.2 The Maintenance and Support shall only be supplied by Planet Telecom in relation to the Infrastructure and to any other equipment agreed by Planet Telecom in writing from time to time..
   
   7.3 The Maintenance and Support shall not include or be deemed to include repair or maintenance to equipment that is faulty or has failed due (in whole or in part) to or caused by:
   
   (a) fair wear and tear;
   
   (b) failure in air-conditioning or fluctuations in electrical power;
   
   (c) any failure of equipment or software attached to or integrated to the Infrastructure where such equipment or software was not supplied by Planet Telecom;
   
   (d) vandalism, fire, theft, water or lightning;
   
   (e) any defect or error in software loaded on to the Infrastructure;
   
   (f) failure by the Client (including the Client’s agents or workers) to adequately maintain any Infrastructure or operate it in accordance with the manufacturer’s specifications, guidelines or recommendations; or
   
   (g) any attempt by the Client or any third party other than Planet Telecom or its duly authorised agents to repair, reconfigure, re-program or otherwise alter the Infrastructure or any equipment or cabling attached to it;
   
   7.4 The Maintenance and Support shall not include or be deemed to include ancillary items or the maintenance or repair of any extension wiring, any Infrastructure not at the Site, or of anything other than the Infrastructure or the reprogramming of the Infrastructure to provide improved or modified services or facilities.
   
   7.5 In carrying out the Maintenance and Support Planet Telecom shall not be liable for the loss of any data or information stored on the Infrastructure or any other equipment that may be affected by the carrying out of the Maintenance and Support and the Client shall ensure that appropriate backups of all data and information are maintained.
   
   7.6 Planet Telecom shall not be liable for any delay in the performance of the Maintenance and Support where such delay is attributable to no or poor or delayed availability of spare parts for any item of Infrastructure.
   
   
8. Planet Telecom’s responsibilities
   
   8.1 Planet Telecom shall use reasonable endeavours to manage or complete the Services, in accordance with each Engagement in all material respects.
   
   8.2 Planet Telecom shall use reasonable endeavours to meet any performance dates specified in an Engagement but any such dates shall be estimates only and time for performance by Planet Telecom shall not be of the essence of this MSA.
   
   8.3 Planet Telecom shall appoint a manager in respect of the Services, such person as identified in the Order Form. That person shall have authority to contractually bind Planet Telecom on all matters relating to the relevant Services. Planet Telecom may replace that person from time to time where reasonably necessary in the interests of Planet Telecom’s business.
   
   8.4 Planet Telecom will use any procedures provided by the Network Third Party Providers to rectify any fault.
   
   
9. Client Obligations
   
   9.1 The Client agrees that Planet Telecom cannot guarantee that the Services will work without interruption and will be fault or error free. Any interruption, fault or error with the Services must be immediately notified to Planet Telecom.
   
   9.2 If any Service fails and this is subsequently found to be due to the Client’s equipment or error in using the service, then the Client will pay for any costs that may arise or from calling out the Third Party Provider’s to remedy the suspected fault and to compensate Planet Telecom for any wasted visit or other charges levied by the Third Party Provider.
   
   9.3 The Client shall co-operate with Planet Telecom in all matters relating to the Services.
   
   9.4 If Planet Telecom’s performance of its obligations under this MSA is prevented or delayed by any act or omission of the Client, its agents, subcontractors, consultants or employees then, without prejudice to any other right or remedy it may have, Planet Telecom shall be allowed an extension of time to perform its obligations equal to the delay caused by the Client.
   
   9.5 Planet Telecom does not monitor or exercise control over the content of the information transmitted or stored by the Client, and the Client assumes all responsibility for such information including ensuring that information does not violate the AUP.
   
   
10. Client’s Acknowledgement
    
    10.1 The Client agrees that Planet Telecom has the authority to arrange the transfer of line rentals and call services from other Third Party Providers to Planet Telecom
    
    10.2 Where phone numbers are allocated to the Client, the Client will have no right to sell or to agree to transfer the number provided to the Client for use.
    
    10.3 Each telephone number service will be regarded as a private service and Planet Telecom will not auto enrol the Client’s number in any directory. Where there is a legal requirement for Planet Telecom to reveal number to emergency services or government agencies, Planet Telecom will comply with any relevant legislation.
    
    10.4 If the Client experiences a power cut, the Client will not be able to access emergency services using VOIP and should ensure the Client has alternative means for access to emergency services.
    
    10.5 Planet Telecom will make every effort to make the services available to the Client, but owing to the nature of telecommunications networks, it is impossible to provide a fault free service and the quality of the services depends on the network provided by the Network Third Party Provider to which the Client is connected. It is the Client’s responsibility to make sure the Infrastructure is in working order so as to enable the provision of the Services. At the Client’s request with Fees to be agreed Planet Telecom will re-programme or programme any Infrastructure; however Planet Telecom will not be liable for any loss or damage as a result of any problems arising from the programming of the Infrastructure.
    
    10.6 The speed of any Connectivity Services or connection depends on a number of factors beyond Planet Telecom’ control (including external factors and physical factors) (such as l cal availability, the distance from the exchange and peak traffic volume) and that Planet Telecom does not warrant or represent that the Client’s connection(s) will produce the maximum advertised speed.
    
    10.7 All numbers issued to the Client in advance of the Connection Date are provisional and cannot be guaranteed until the service has become effective. Planet Telecom is not liable for any costs of reprinting literature, websites, portals or advertising or other forms of media planned in advance of the Connection Date.
    
    10.8 The Client acknowledges that certain Services are subject to events beyond Planet Telecom’s control such as internet connection failures and viruses.
    
    10.9 The Client acknowledges that Planet Telecom makes certain services available to it via Third Party Providers. Planet Telecom will use reasonable skill and care in the selection of such third parties. Where the third party permits Planet Telecom to combine, white label or resell those services as part of the Services then, subject to the application of any manufacturer restriction or guarantee, Planet Telecom will remain primarily responsible for the same in accordance with the terms of this MSA.
    
    10.10 In addition to other rights afforded to Planet Telecom by this MSA Planet Telecom reserves the right to suspend Services to the Client if the Client violates the terms of the AUP and any AUP violation harmful to the Planet Telecom network or its clients occurs and continues uncured for more than 4 working hours after written notice thereof from Planet Telecom.
    
    10.11 Such suspension will not relieve the Client of the obligation to pay Fees during the period of suspended service. In the event of suspension due to AUP violation, Service will be reinstated immediately upon remedy by the Client of the violation.
    
    
11. Non-solicitation and employment
    
    11.1 The Client shall not, without the prior written consent of Planet Telecom, at any time from the date on which any Services commence to the expiry of eighteen months after the completion of such Services, solicit or entice away from Planet Telecom or employ or attempt to employ any person who is, or has been, engaged as an employee, consultant or subcontractor of Planet Telecom in the provision of such Services.
    
    11.2 Any consent given by Planet Telecom in accordance with clause 11.1 shall be subject to the Client paying to Planet Telecom a sum equivalent to 20% of the then current annual remuneration of Planet Telecom’s employee, consultant or subcontractor or, if higher, 20% of the annual remuneration to be paid by the Client to that employee, consultant or subcontractor
    
    
12. Charges and payment
    
    12.1 In consideration of the provision of the Services by Planet Telecom, the Client shall pay the Fees.
    
    12.2 Planet Telecom reserve the right to increase or decrease the Fees and/or introduce new Fees from time to time:
    
    (a) This MSA permits an annual increase in the Fees of the UK retail price index (RPI) plus 3.9%. This will take place in April each year. If the service commenced in the same year there will be no increase that year. If Planet Telecom increases the Fees by more than the RPI + 3.9%, this will only be where the UK Telecommunications industry has agreed with Ofcom (or whatever regulatory body persists), that the type of service is subject to such an increase or change in the style of billing where a set fee, time related charge or other levy is exceeding the RPI +3.9%; Planet Telecom will give the Client at least fourteen days prior notice and in such circumstances.
    
    (b) If any Network Third Party Provider or other supplier or partner of Planet Telecom that Planet Telecom work with to provide the Services unilaterally raises its prices then Planet Telecom in addition to the above clause reserves the right to pass on the increased cost to the Client. Planet Telecom will disclose to the Client all corroborating information and will do what it can to reduce the increase in price which will include reviewing what other third parties are charging.
    
    12.3 For Variable Cost:
    
    (a) The Fees for the services contained in the monthly statement are calculated using call records provided by the Network Third Party Providers. In the event of any dispute the call data provided by the Network Third Party Provider will be audited by them and upon that audit confirming the data as accurate, the Network Third Party Providers records shall be deemed accurate to produce an interim bill until such times that the call records can be subsequently proven to be inaccurate. The timed and dated call records produced by the Network Third Party Provider, deemed to be made from the Clients premises because the Clients telephone number is recorded as the source of the call, shall be conclusive evidence that call has been made by the Clients equipment, and the Client shall pay Planet Telecom for the calls until such times that the Client can prove otherwise.
    
    (b) The Client is liable to pay the cost of calls made on this service howsoever initiated whether voluntarily or automatically made by a computer or Client equipment. This includes unauthorised calls made on the Client’s services without consent by means of faulty equipment, fraud, theft, malicious use by an authorised or unauthorised person or by hacking.
    
    (c) Where the Client has been given a discount for a service based upon the Network Third Party Providers list prices for the service the Network Provider raise the Fees associated with that service, it is agreed that the same discount will apply throughout the MSA and the increased Fees will automatically apply from the date of the increase. Furthermore it is agreed where Third Party Provider decrease the list price of the service the Fees will reduce by the same.
    
    12.4 It is agreed that any dispute or query about the Fees made under this MSA must be made in writing within thirty days of the date of the invoice. Any dispute or query lodged thereafter must be made in wiring to Planet Telecom and no sums may be offset against money owing to us under this MSA. Where the Client disputes any Fees on the bill they may not offset any amount greater than the sum of the disputed overcharge and all other amounts must be paid by the due date.
    
    12.5 The Fees exclude the following, which shall be payable by the Client monthly in arrears, following submission of an appropriate invoice:
    
    (a) the cost of hotel, subsistence, travelling and any other ancillary expenses reasonably incurred by the individuals whom Planet Telecom engages in connection with the Services; and
    
    (b) the cost to Planet Telecom of any materials or services procured by Planet Telecom from Third Parties for the provision of the Services.
    
    12.6 Planet Telecom shall invoice the Client for the Fees at the intervals specified on the Order Form. If no intervals are so specified, Planet Telecom shall invoice the Client at the end of each month for Services performed during that month.
    
    12.7 The Client shall pay each invoice submitted to it by Planet Telecom within 30 days of receipt to a bank account nominated in writing by Planet Telecom from time to time.
    
    12.8 Without prejudice to any other right or remedy that it may have, if the Client fails to pay Planet Telecom any sum due under this MSA on the due date:
    
    (a) the Client shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause will accrue each day at 4% a year above the Bank of England’s base rate from time to time, but at 4% a year for any period when that base rate is below 0%; and
    
    (b) Planet Telecom may suspend part or all of the Services until payment has been made in full.
    
    12.9 All sums payable to Planet Telecom under this MSA:
    
    (a) are exclusive of VAT, and the Client shall in addition pay an amount equal to any VAT chargeable on those sums on delivery of a VAT invoice; and
    
    (b) shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
    
    
13. Intellectual property rights
    
    13.1 Planet Telecom warrants that the provision of the Services to the Client shall not infringe the rights, including any Intellectual Property Rights, of any third party.
    
    13.2 Any Intellectual Property Rights created by Planet Telecom in the provision of the Services shall be owned by Planet Telecom.
    
    
14. Data protection
    
    14.1 The Client acknowledges and accepts that the Client may provide and Planet Telecom may Process Personal Data belonging to or relating to the Client’s clients, staff and other contacts, on the Client’s behalf, and the Client further acknowledges and accepts that Planet Telecom may share such data (or any part of it) with Third Party Providers to enable Planet Telecom to supply the Infrastructure and/or Services to the Client.
    
    14.2 The Personal Data shall comprise:
    
    (a) name;
    
    (b) title;
    
    (c) company;
    
    (d) email address;
    
    (e) postal address;
    
    (f) telephone number;
    
    (g) contract records;
    
    (h) position;
    
    (i) passwords;
    
    14.3 Both parties will comply with all applicable requirements of the UK GDPR.
    
    14.4 The Client will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the Personal Data to Planet Telecom for the duration and purposes of this MSA and the Client will only disclose to Planet Telecom the Personal Data required to perform its obligations pursuant to the Services.
    
    
15. Confidentiality
    
    15.1 Each party undertakes that it shall not at any time during this MSA, and for a period of two years after termination or expiry of this MSA, disclose to any person any confidential information concerning the business, affairs, clients or suppliers of the other party or of any member of the group of companies to which the other party belongs, except as permitted by clause 15.2(a).
    
    15.2 Each party may disclose the other party’s confidential information:
    
    (a) to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under or in connection with this MSA. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party’s confidential information comply with this clause 15; and
    
    (b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
    
    15.3 No party shall use the other party’s confidential information for any purpose other than to exerciseits rights and perform its obligations under or in connection with this MSA.
    
    
16. Limitation of liability
    
    16.1 Planet Telecom has obtained insurance cover in respect of its own legal liability for individual claims not exceeding £500,000 in aggregate. The limits and exclusions in this clause reflect the insurance cover Planet Telecom has been able to arrange and the Client is responsible for making its own arrangements for the insurance of any excess loss.
    
    16.2 References to liability in this clause 16 (Limitation of liability) include every kind of liability arising under or in connection with this MSA including but not limited to liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
    
    16.3 Nothing in this clause 16 shall limit the Client’s payment obligations under this MSA.
    
    16.4 Nothing in this MSA limits any liability which cannot legally be limited, including but not limited to liability for:
    
    (a) death or personal injury caused by negligence;
    
    (b) fraud or fraudulent misrepresentation; and
    
    (c) breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
    
    16.5 Subject to (clause 16.4 (liabilities which cannot legally be limited), Planet Telecom’s total liability to the Client:
    
    (a) for damage to property caused by the negligence of its employees and agents in connection with this MSA shall not exceed £500,000 in aggregate for any one event or series of connected events;
    
    (b) for loss arising from Planet Telecom’s failure to comply with its data processing obligations under clause 14 (Data protection) shall not exceed £500,000 in aggregate; and
    
    (c) for all other loss or damage which does not fall within subclause (a) or (b) shall not exceed the Fees paid by the Client to Planet Telecom over the preceding year.
    
    16.6 Subject to clause 16.3 (No limitation on the Client’s payment obligations), and clause 16.4 (Liabilities which cannot legally be limited), this clause 16.6 specifies the types of losses that are excluded:
    
    (a) loss of profits;
    
    (b) loss of sales or business;
    
    (c) loss of agreements or contracts;
    
    (d) loss of anticipated savings;
    
    (e) loss of use or corruption of software, data or information;
    
    (f) loss of or damage to goodwill; and
    
    (g) indirect or consequential loss.
    
    16.7 Planet Telecom has given commitments as to compliance of the Services with relevant specifications in clause 8.1. In view of these commitments, the terms implied by sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from this MSA.
    
    16.8 Unless the Client notifies Planet Telecom that it intends to make a claim in respect of an event within the notice period, Planet Telecom shall have no liability for that event. The notice period for an event shall start on the day on which the Client became, or ought reasonably to have become, aware of the event having occurred or its having grounds to make a claim in respect of the event and shall expire six months from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.
    
    
17. Termination
    
    17.1 Without affecting any other right or remedy available to it, either party may terminate this MSA with immediate effect by giving written notice to the other party if:
    
    (a) the other party commits a material breach of any term of this MSA and (if such breach is remediable) fails to remedy that breach within a period of twenty days after being notified in writing to do so;
    
    (b) the other party repeatedly breaches any of the terms of this MSA in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this MSA;
    
    (c) the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company or limited liability partnership) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 (IA 1986) as if the words “it is proved to the satisfaction of the court” did not appear in sections 123(1)(e) or 123(2) of the IA 1986;
    
    (d) the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with any of its creditors [other than (being a company) for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
    
    (e) the other party applies to court for, or obtains, a moratorium under Part A1 of the IA 1986;
    
    (f) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the other party (being a company, limited liability partnership or partnership) other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
    
    (g) an application is made to court, or an order is made, for the appointment of an administrator, or a notice of intention to appoint an administrator is given or an administrator is appointed, over the other party (being a company, partnership or limited liability partnership);
    
    (h) the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business.
    
    17.2 For the purposes of clause 17.1(a) material breach means a breach (including an anticipatory breach) that is serious in the widest sense of having a serious effect on the benefit which the terminating party would otherwise derive from a substantial portion of this MSA over the term of this MSA. In deciding whether any breach is material no regard shall be had to whether it occurs by some accident, mishap, mistake or misunderstanding.
    
    17.3 Without affecting any other right or remedy available to it, Planet Telecom may terminate this MSA with immediate effect by giving written notice to the Client if the Client fails to pay any amount due under this MSA on the due date for payment and remains in default not less than twenty Business Days after being notified in writing to make such payment.
    
    
18. Consequences of Termination
    
    18.1 The Client accepts and acknowledges that Planet Telecom will prior to the Connection Date have spent a significant amount of time and incurred expense in preparation for the provision of the Services to the Client. In the event that the Client terminates the MSA prior to the Connection Date it shall pay to Planet Telecom an amount equal to the direct expenses (plus VAT) and Planet Telecom’s costs calculated on a time and materials basis.
    
    18.2 If the Client transfers any of the Services to another Third Party Provider before the end of the Term the Client will be liable to pay termination charges as follows:
    
    (a) any Recurring Costs Fees will continue until the Initial Term or Renewal Term has expired; and
    
    (b) any Variable Costs will continue at 60% of the average cost during the three months prior to termination.
    
    18.3 The Client shall immediately pay to Planet Telecom all of Planet Telecom’s outstanding unpaid invoices and interest and, in respect of the Services supplied but for which no invoice has been submitted, Planet Telecom may submit an invoice, which shall be payable immediately on receipt.
    
    18.4 Other than equipment purchased by the Client, any Infrastructure installed or supplied by Planet Telecom to the Client in connection with the Connectivity Services (including but not limited to routers) shall at all times remain the property of Planet Telecom. The Client shall return such equipment to Planet Telecom immediately on request or cessation of the provision of Connectivity Services and the Client shall be liable for all costs, losses, damages and expenses incurred by Planet Telecom for the repair, recovery and replacement of such requipment.
    
    18.5 Client shall relinquish any IP addresses or address blocks assigned to Client by Planet Telecom.
    
    
19. Survival
    
    19.1 Any provision of this MSA that expressly or by implication is intended to come into or continue in force on or after termination of this MSA shall remain in full force and effect.
    
    19.2 Termination or expiry of this MSA shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the MSA which existed at or before the date of termination or expiry.
    
    
20. Dispute Resolution
    
    20.1 This clause shall not apply to disputes relating to outstanding debts or late payment of any sums due from the Client to Planet Telecom under the provisions of this MSA. Any dispute which arises between the parties to this MSA or the performance of any party’s respective obligations under this MSA shall first be discussed, and if possible resolved, by appointed representatives of each party. Except for each party’s right to seek interlocutory relief in the courts, neither party may commence legal proceedings under the jurisdiction of the Court until 21 days after the parties fail to reach a binding settlement by mediation (at which point the dispute resolution procedure shall be deemed to be exhausted).
    
    
21. Force majeure
    
    21.1 Force Majeure Event means any circumstance not within a party’s reasonable control including, without limitation:
    
    (a) acts of God, flood, drought, earthquake or other natural disaster;
    
    (b) epidemic or pandemic;
    
    (c) terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations;
    
    (d) nuclear, chemical or biological contamination or sonic boom;
    
    (e) any law or any action taken by a government or public authority, including without limitation imposing an export or import restriction, quota or prohibition, or failing to grant a necessary licence or consent;
    
    (f) collapse of buildings, fire, explosion or accident;
    
    (g) interruption or failure of utility service.
    
    21.2 Provided it has complied with clause 21.4, if a party is prevented, hindered or delayed in or from performing any of its obligations under this MSA by a Force Majeure Event (Affected Party), the Affected Party shall not be in breach of this MSA or otherwise liable for any such failure or delay in the performance of such obligations. The time for performance of such obligations shall be extended accordingly.
    
    21.3 The corresponding obligations of the other party will be suspended, and its time for performance of such obligations extended, to the same extent as those of the Affected Party.
    
    21.4 The Affected Party shall:
    
    (a) as soon as reasonably practicable after the start of the Force Majeure Event but no later than five days from its start, notify the other party in writing of the Force Majeure Event, the date on which it started, its likely or potential duration, and the effect of the Force Majeure Event on its ability to perform any of its obligations under the MSA; and
    
    (b) use all reasonable endeavours to mitigate the effect of the Force Majeure Event on the performance of its obligations.
    
    21.5 If the Force Majeure Event prevents, hinders or delays the Affected Party’s performance of its obligations for a continuous period of more than three weeks, the party not affected by the Force Majeure Event may terminate this MSA by giving two weeks’ written notice to the Affected Party.
    
    
22. Assignment and other dealings
    
    22.1 The Client shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under this MSA.
    
    22.2 Planet Telecom may at any time assign, mortgage, charge, delegate, declare a trust over or deal in any other manner with any or all of its rights under this MSA, provided that Planet Telecom gives prior written notice of such dealing to the Client.
    
    22.3 The Client will novate this MSA and any outstanding Engagements to any third party which has acquired whether by purchase or operation of law the business assets and undertaking of Planet Telecom and will do everything and at Planet Telecom’s cost that Planet Telecom reasonably require to affect the novation.
    
    
23. Waiver
    
    23.1 A waiver of any right or remedy under this MSA or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.
    
    23.2 A failure or delay by a party to exercise any right or remedy provided under this MSA or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under this MSA or by law shall prevent or restrict the further exercise of that or any other right or remedy.
    
    23.3 A party that waives a right or remedy provided under this MSA or by law in relation to one party, or takes or fails to take any action against that party, does not affect its rights in relation to any other party.
    
    
24. Rights and remedies
    
    The rights and remedies provided under this MSA are in addition to, and not exclusive of, any rights or remedies provided by law.
    
    
25. Entire agreement
    
    25.1 This MSA and any Engagements constitute the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
    
    25.2 Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this MSA. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this MSA.
    
    25.3 Any proposals, specification, quotation, statement of works, drawings, descriptive matter or advertising issued by Planet Telecom and any illustrations or descriptions of the Services or Infrastructure contained in Planet Telecom ’s catalogues or brochures or websites or otherwise provided to the Client are issued or published for the sole purpose of giving an approximate idea of the Services and/or Infrastructure described in them. They shall not form part of the MSA nor have any contractual force. The Order Form and any specification contained in or annexed the Order Form shall be the definitive description for the Services. No Service or Infrastructure provided under this MSA shall be considered to be a sale by sample.
    
    
26. Third party rights
    
    26.1 This MSA does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999
    to enforce any term of this MSA.
    
    
27. Notices
    
    27.1 Any notice or other communication given to a party under or in connection with this MSA shall be in writing and shall be:
    
    (a) delivered by hand or by pre-paid first-class post or other next Business Day delivery service at its registered office (if a company) or its principal place of business (in any other case); or
    (b) sent by email to the address specified in the Order Form.
    
    27.2 Any notice or communication shall be deemed to have been received:
    
    (a) if delivered by hand, at the time the notice is left at the proper address;
    
    (b) if sent by pre-paid first-class post or other next Business Day delivery services, at 9.00 am on the second Business Day after posting; or
    
    (c) if sent if sent by email, at the time of transmission, or, if this time falls outside business
    hours in the place of receipt, when business hours resume. In this clause 27.2(c), business hours means 9.00am to 5.30pm Monday to Friday on a day that is not a public holiday in the place of receipt.
    
    27.3 This clause does not apply to the service of any proceedings or any documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
    
    
28. Governing law and Jurisdiction
    
    28.1 This MSA is regulated by the Comms Acts and any licence which governs the running of the Client’s telecommunications system (where this is provided by Planet Telecom under the terms of this MSA). Both parties agree to amend the MSA in line with any changes required by the Comms Act in particular whether the Client is a Small Business Client.
    
    28.2 This MSA and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.
    
    28.3 Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this MSA or its subject matter or formation. This MSA has been entered into on the date stated at the beginning of it.
    
    

Schedule 1order form

Planet Telecom Contact
Client
Small Business Client – Yes/No
Client Contact
Contact Details
Service Point
Third Party Licence – Yes/No
Service Level (Maintenance and Support)
Fixed and Hosted Telephony Services – Yes/No
Connectivity Services – Yes/No
Mobile Services – Yes/No
Professional Services – Yes/No
Commencement Date
Connection Date
Co-terminus – Yes/No
Infrastructure
Special Terms
Existing Provider
Survey

Service Description	Setup Fees	Recurring Costs
NAME SERVICE
Initial Term
Renewal

BY SIGNING THIS ORDER FORM YOU WARRANT THAT YOU ARE DULY AUTHORISED TO DO SO AND THAT THE MSA AND APPLICABLE SCHEDULES WILL APPLY TO THE PROVISION OF SERVICES BY PLANET TELECOM THAT COMPRISE THE ENGAGEMENT.

Signed by CLIENT	………………………….
	Director
Signed by PLANET TELECOM	………………………….
	Director

Schedule 2

MNO (“Mobile Network Operator” means an authorised provider of mobile network services Planet Telecom uses all of the authorised mobile network Third Party Providers in the UK and the service may be provided by any one or combination of these MNOs)
Number of SIMs
Number of Handsets
Line Rental

TERMS RELATING TO MOBILE SERVICES

1. Planet Telecom and the MNO may allocate the Client numbers and IP addresses.
   
   
2. Nothing in this MSA shall be construed as to transfer from Planet Telecom and the MNO to the Client ownership of any numbers, IP addresses or other codes or to grant the Client the right to sell or dispose of a number, IP address or other code. All the Client’s rights to use such IP addresses or other codes will cease upon termination of the MSA or the relevant Service.
   
   
3. The Client acknowledges that Planet Telecom and the MNO may change the numbers, IP addresses or other codes it has allocated to the Client. Planet Telecom and the MNO shall (where reasonably practicable) provide the Client with reasonable notice of such a change.
   
   
4. The Client will comply with any and all instructions for use of any number, IP address or other code issued by the Third Party provider of that number, IP address or other code.
   
   
5. Following any upgrade or replacement of Mobile Equipment or disconnection of Mobile Equipment from the Mobile Services, Planet Telecom reserves the right to request the safe return of any such Mobile Equipment in which Planet Telecom retains title from the Client at the Client’s expense.
   
   
6. The Client shall not be permitted to transfer a SIM Card from the tariff which that SIM Card was originally connected to under this MSA to another tariff except where Planet Telecom at Planet Telecom’s absolute discretion agrees to do so and confirms such a change in writing to the Client.
   
   
7. Planet Telecom can at its discretion suspend any SIM Card from making calls (other than to emergency services) and disconnect any SIM Card from the Mobile Services if Planet Telecom has reasonable cause to suspect fraudulent use of the SIM Card or relevant Mobile Equipment, or either are identified as being stolen. The Client shall remain liable for all Fees levied in accordance with this MSA during any period of suspension.
   
   
8. The Client must tell Planet Telecom immediately upon becoming aware of any improper disclosure of security information or unauthorised use of Mobile Broadband with Laptop/Tablet through the client’s account.
   
   
9. The Client may serve on Planet Telecom a disconnection notice in respect of a SIM Card at any time. Planet Telecom will, within 30 days from receipt of a disconnection notice, disconnect the relevant SIM Card or SIM Cards from the Mobile Services. the Client will pay to Planet Telecom any applicable Termination Fee
   
10. If the Client is paying a Variable Cost for the Mobile Services then if the Client serves a disconnection notice resulting in disconnection of a SIM Card prior to the expiry of the Term the Variable Fee will be adjusted accordingly.
    
    
11. The Client shall notify Planet Telecom immediately (and confirm in writing) on becoming aware that any SIM Card has been lost or stolen or that any person is making improper or illegal use of a SIM Card.
    
    
12. The Client will be responsible for any Fees incurred as a result of unauthorized use of any SIM Card, or the information contained within a SIM Card, until Planet Telecom has received a request from the Client to suspend the provision of Mobile Services to that SIM Card.
    
    
13. The Client agrees that in respect of SMS and MMS, Planet Telecom is acting as a network operator and as such has no knowledge of, involvement with, or liability for the specific content of any text messages sent to the Client’s SIM Cards, which do not originate from Planet Telecom.
    
    

Schedule 3

TERMS RELATING TO CONNECTIVITY SERVICES

1. In relation to the use of the Connectivity Services the Client agrees and where appropriate accepts that except where stated otherwise in the Order Form, the Connectivity Services do not include the supply by Planet Telecom of lines, modems and other equipment that might be required by the Client to utilise the Services nor advise on these unless Planet Telecom is specifically engaged to do so under a separate contract which shall be in addition to the provision of Connectivity Services under the MSA.
   
   
2. to provide suitable space and environment at the Service Point for the Infrastructure used in the provision of the Connectivity Services (such as sufficient cooled space on a rack) and to do so in a timely manner. Compliance by the Client with this clause shall be entirely at the Clients cost.
   

Schedule 4

TERMS RELATING TO FIXED AND HOSTED TELEPHONY SERVICES

1. All and any telephone numbers allocated to the Client in connection with the Fixed and Hosted Telephony Services may be withdrawn by Ofcom and accordingly Planet Telecom does not warrant or represent that such telephone numbers can be provided to the Client. The Client acknowledges and agrees that any telephone numbers allocated to it are allocated on the basis of a licence and the Client agrees not to sell or transfer any telephone number provided to it (except where the Client has a right to port that telephone number).
   
   
2. In relation to the use of the Fixed and Hosted Telephony Services the Client agrees:
   
   3.1 to ensure that the Fixed and Hosted Telephony Services are not used to make offensive, indecent, menacing, nuisance or hoax calls;
   
   3.2 not to contravene any laws, regulations or codes of conduct that may, from time to time, be applicable to the use or supply of the Fixed and Hosted Telephony Services;
   
   3.3 to implement and maintain appropriate security and control over the Client’s networks, equipment and business to prevent fraud and to prevent calls being generated by third parties;
   
   3.4 not to use nor permit the Fixed and Hosted Telephony Services to be used in any way that would constitute or contribute to the commission of any crime, tort, fraud or other unlawful activity;
   
   3.5 not to allow any unauthorised use of the Fixed and Hosted Telephony Services and to take all reasonable security measures to prevent such use;
   
   3.6 not to sell or resell the Fixed and Hosted Telephony Services in whole or in part;
   
   3.7 not to misuse the Fixed and Hosted Telephony Services in any way, including without limitation causing the volume of calls made to the telephone numbers allocated to the Client to significantly exceed that which can be answered by the Client where this would cause congestion to a network; and
   
   3.8 that Planet Telecom may publish details of the Client’s name, address and telephone number(s) in the Directory Enquiries Service, unless the Client expressly confirms to Planet Telecom in writing that it would like a special entry to be made, for which Planet Telecom may make an additional charge.