1. DEFINITIONS
1. “Fastnet” means Fastnet International Ltd, a company registered in England, Registered Company Number 3015861.
2. “Order” means the Order for Services on Fastnet’s Order Form or any request by the Customer and accepted as an Order by Fastnet and into which these Terms and Conditions are incorporated.
3. “Writing” means communication by e-mail, post, fax or hand delivery, such written communication will not be deemed served on Fastnet until received by Fastnet.
4. “The Customer” means the person or company who contracts with Fastnet for the Services and where one person contracts with Fastnet on behalf of or as an agent for another, the Customer shall be deemed to include all those persons.
5. “Service(s)” means the services detailed Internet Service(s) and services associated thereto and/or provision of Equipment and/or Co- location Space supplied by Fastnet to the Customer and/or the registration of Domain Names or any other service as described in Fastnet’s Order Form or Quotation, whether Internet Services, provision of equipment and/or co-location space, the registration of domain names or any other service(s) detailed therein.
“Internet Service(s)” means the service(s) provided by Fastnet whereby the Customer can gain access to any part(s) of the Internet using Fastnet’s services and any services associated thereto.
6. “Business Hours” means between the hours of 9am to 5.30pm Monday to Friday excluding public holidays.
7. “24/7” means twenty four hours, seven days a week, 365 days a year.
8. “Officer” means company director.
9. “Domain name” means a name registered, or to be registered, with a Registry for use as part of your URL.
10. “Registry” means an organisation responsible for holding and processing all records for particular Domain Name extensions.
11. “Equipment” means the equipment specified on the Order Form
12. “Carrier” means any supplier of Fastnet for telecommunications services in respect of the Service.
13. “Access Circuit” means any communications line or data port supplied or made available by Fastnet or its sub- contractors for the purpose of provision of Service(s) to the Customer.
14. “Base Rate” means the annual base rate of interest from time to time in force as advertised by The Bank of England.
15. “Co-location” means the accommodation of Customer equipment at a Fastnet PoP.
16. “Co-located Equipment” is the equipment so accommodated.
17. “Customer Equipment” means equipment, systems, cabling and facilities provided by the Customer and used in order to obtain or use the Service(s).
18. “Customer Premises Equipment” or “CPE” means any equipment, cabling and systems provided by Fastnet (or its subcontractors) which is to be installed at the Customer’s premises in order to make available the Service(s) to the Customer. For the avoidance of doubt, Customer Premises Equipment shall not include any equipment which is the subject of a separate supply contract between Fastnet and the Customer.
19. “IP Address” is a number used by Internet Protocols for the routing and delivery of IP packets.
20. “Name” means any Internet-specific name specifically requested by, allocated to, or used by the Customer for the provision of Service(s) and shall include, without limitation, any domain name or email address.
21. “Packet” means an Internet Protocol (IP) packet containing data in a form suitable for transmission over the Internet, including source and destination IP addresses.
22. “Point of Presence” or “PoP” means a Fastnet-operated or rented facility in which Fastnet keeps its data communications equipment, and is an access point to the Internet.
23. “RIPE” means the European Internet Registry, Reseaux IP Europeans and their successors in title.
24. “The Internet” means the global data network consisting of interconnected networks which communicate using TCP/IP (“Transmission Control Protocol/Internet Protocol”) and related Internet protocols and standards
25. “User” means any third party connected to the Customer’s network.
26. “Agreement” means these General Terms and Conditions, the Customer Order Form, the Acceptable Use Policy, any Specific Terms and Conditions and relevant Service level agreements, all of which, taken together, constitute the agreement between the Company and the Customer for the supply of the Equipment and/or Services.
27. “Security Access List” means a list provided by a Customer of their personnel who are authorised to have or grant access permission.
28. “Included minutes” means the amount of call minutes (if any) to UK land lines and UK mobiles specified on the Order form to be included with the Service.
29. “Applicable Law” means all and any such laws of England and Wales (and beyond where applicable) as shall apply to this Agreement, as varied from time to time.
30. “Minimum Term” means the minimum period for the provision of the Services as specified in the Order.


2. TERMS AND CONDITIONS OF SUPPLY
(a) Fastnet agrees to supply to the Customer the Services and/or Equipment for the Minimum Term and on the terms of this Agreement.
(a)(b) The parties agree that these terms and conditions (together with any other terms and conditions expressly incorporated into this agreementcontract) (the Terms) represent the entire agreement between the parties relating to the sale or supply of the Services and or Equipment specified and that no statement or representation made by either party has been relied upon by the other in agreeing to enter into this Agreementcontract.
(b)(c) Fastnet’s employees or agents are not authorised to make any representation concerning the Services unless confirmed by an Officer of Fastnet in writing. In entering into the Contract the Customer acknowledges that it does not rely upon any such representation which is not so confirmed.
(c)(d) Any advice or recommendation given by Fastnet or its employees or agents to the Customer or its employees or agents as to supply of the Services which is not confirmed in writing by Fastnet is followed or acted upon entirely at the Customer’s own risk and Fastnet shall not be liable for any such advice or recommendation which is not so confirmed.
(d)(e) Quotations issued by Fastnet are given subject to these Terms and Conditions and are not offers capable of acceptance so as to make a legally binding contract. All orders (by whatever name called) submitted to Fastnet require Fastnet’s written acceptance before any contract arises and thereafter incorporate these Terms and Conditions.
(e)(f) These terms and conditions exclude any other terms and conditions in any form of contract or order or similar which are inconsistent with these Termsconditions which the Customer may seek to impose, even if such purports to exclude or supersede any terms and conditions inconsistent with them. The Customer accepts that any Service(s) received by them or any contract between Fastnet and Customer, shall be deemed to be acceptance of these Terms and Conditions.
(f)(g) No order which has been accepted by Fastnet may be cancelled by the Customer except with the Agreement in Writing of Fastnet and on terms that the Customer shall indemnify Fastnet in full against all loss, costs, damages, charges and expenses incurred by Fastnet.
(g)(h) Fastnet reserves the right to delegate or sub-contract any part of the Service(s). (h)(i) We may have to make changes to these terms and conditions. Where this is necessary we will publish the new document on www.Fastnet.co.uk.
(i)(j) Any typographical, clerical or other error or omission in any written or printed document or information issued by Fastnet shall be subject to correction or alteration at any time without any liability on the part of Fastnet.
(j)(k) The Customer acknowledges; that it purchases Services in a competitive market and that the bargaining strength of Fastnet was not a relevant factor; that it received no inducement to agree to any term herein; that it knows and understands the existence, extent and meaning of these conditions; that it knows and understands the restriction or exclusion of any rights given to it in this contract or by any of the implied or express conditions and warranties contained in the Supply of Goods and Services Act 1982 or any other enactment or any other principle in law or equity and that it accepts the restriction or exclusion of those conditions as being fair and reasonable having regard to all the circumstances of the Agreement.
(k)(l) Unless (and to the extent) otherwise agreed in writing between the parties, time shall not be of the essence of the performance by Fastnet of any of its obligations under this Agreement.
(l)(m) Nothing in this Agreement and no action taken by the parties pursuant to this Agreement shall constitute or be deemed to constitute between the parties a partnership, association, joint venture, or other co-operative entity.


3. SPECIFICATIONS
(a) The quantity, quality and description of and any specification for the Services shall be those set out in the Order Form. All descriptive terms contained in Fastnet’s sales literature and price lists are approximate only and shall not form part of this contract.
(b) The Customer shall be responsible to Fastnet for ensuring the accuracy of the terms of any Order (including any applicable specification), and for giving Fastnet any necessary information relating to their requirement for the Service(s) and within a sufficient time to enable Fastnet to perform the contract in accordance with its terms. The customer is entirely responsible for satisfying itself that all Service(s) supplied by Fastnet (including any descriptions, data, advice, recommendations or other information provided by Fastnet in relation to those Service(s)) are entirely suitable for the Customer’s purposes, having particular regard to relevant on-site conditions, the nature of any existing equipment of the Customer or other circumstances of the application of the Services known only to the customer or any particular purpose intended for any Service.
(c) Fastnet reserves the right at all times to substitute, change, rearrange or alter the configuration of the Service(s) or Customer Premises Equipment provided under this agreement. Fastnet shall, where possible, use reasonable efforts to give prior written notice to the Customer of such substitution change, rearrangement or alteration.
(d) The provisions of this contract apply only to those parts of the Internet Service(s) which are provided by Fastnet. Fastnet is not responsible in any way for any other Service or connection, including but not limited to other networks to which Fastnet connects. Fastnet may without notice and from time to time change or alter the networks to which Fastnet connects.
(e) Fastnet shall not be responsible for adapting or modifying the Services to conform to statutory requirements not current at the time of the acceptance of the Order. If any modification to the Services, the Equipment or the Customer Equipment is required as a result of any statutory or industry requirement, or technological advance, the cost of such modification shall be borne solely by the Customer and if incurred by Fastnet, will be passed onto the Customer when invoicing.


4. PRICE AND PAYMENT
(a) The Price of the Service(s) shall be the price on Fastnet’s Order Form, or such other price as shal be advised to the Customer from time to time. The Customer acknowledges that increases in the costs of Fastnet’s own suppliers will be passed on to the Customer and that these changes may be subject to short notice. The Customer is responsible for all charges including and after the commencement of the Service. Unless otherwise stated all prices are exclusive of value added tax and any other taxes.
(b)The Customer shall pay Fastnet for the Service(s) in accordance with the rates and in the manner set out in the Fastnet Order Form unless otherwise agreed by Fastnet in writing. Save for the initial payment, the Customer shall pay the price to Fastnet within twenty-eight (28) days of the date on the relevant invoice rendered by Fastnet. (c)All amounts due to Fastnet under this Agreement shall be paid by the Customer in full (without any set-off, deductions or withholdings whatsoever) by direct debit. Payment by any other method must be agreed in writing. Payment(s) made to Fastnet will be applied to the oldest balance due to Fastnet at the time of payment.
(d)Fastnet may at any time during the Minimum Term but no more than once a year vary the price of the Service(s) payable by the Customer upon giving the Customer at least thirty (30) days prior written notice provided that the percentage increase shall be no greater than an amount equivalent to any percentage increase in the Retail Prices Index last published by the Office for National Statistics before either the date when the immediately preceding increase came into effect pursuant to this clause or the date of the commencement of the Service(s) (whichever is the later) and the Retail Prices Index last published before the current date of notice of variation plus five percent (5%).
(e)If the Customer fails to make payment in full on the due date then, without prejudice to any other right or remedy available to Fastnet, Fastnet shall be entitled to: i) immediate payment of all invoices rendered by Fastnet to the Customer (whether or not any such invoice has been outstanding for twenty-eight (28) days; ii) cancel the contract (or outstanding part thereof); ii) suspend any further supply of Service(s) to the Customer; iv) enter upon the Customers premises and remove any of Fastnet’s equipment; v)appropriate any payment made by the Customer to such of the Services (or the Services supplied under any other contract between the Customer and Fastnet) as Fastnet may think fit (notwithstanding any purported appropriation by the Customer) and/or vi) charge the Customer interest (both before and after any judgment) on the amount unpaid at the rate of eight per cent per annum above Bank of England base rate from time to time. Until payment in full is made, such interest is to accrue on a daily basis. If it be held that Fastnet is not entitled to rely upon this provision, Fastnet will rely upon the statutory provision in respect of interest pursuant to the Late Payment of Commercial Debts (Interest) Act 1998.


5. COMMENCEMENT OF SERVICE
(a)The Service will be deemed to be accepted by the Customer and to commence immediately upon Fastnet communicating to the Customer by whatever method that it is ready to provide the Service(s).
(b)Fastnet will use its reasonable endeavours to comply with any date or dates for commencement of the Service(s) but such date(s) will constitute only statements of expectation and will not be binding. If Fastnet fails to provide the Service(s) by such date(s) such failure shall not constitute a breach of this agreement and in particular without limitation Fastnet shall not be responsible for delays caused by Carriers or telephone companies providing access circuits, any default of the Customer, the management of the Customer’s premises or any failure beyond the control of Fastnet.
(c)Fastnet will not be liable for any loss of, interruption of, or interference with any telephone service during any installation.


6. TERM AND TERMINATION
(a)This agreement shall be effective for the Minimum Term specified and shall continue thereafter until determined in accordance with the provisions herein.
(b)This agreement may be terminated by either party on any date after the end of the Minimum Term provided that written notice is given to the other party at least 1 month in advance of the termination, or longer if specified on the Order form.
(c)The Customer may terminate this Agreement forthwith where the Service(s) provided by Fastnet is interrupted ( ‘total loss of service’ i.e. no transmission of signals in one or both directions for more than 4 hours after it has been reported to Fastnet) for ten (10) continuous working days provided that the interruption in the service is due to a failure of Fastnet’s facility, equipment or personnel and which interruption is not caused by a relevant Carrier or any other party other than Fastnet. Any period of interruption to the Service(s) for the purposes of this provision does not include any period of interruption resulting from the Customer’s failure to make payment.
(d)Fastnet may terminate this Agreement forthwith or withdraw or suspend the Service(s) at any time upon:
(i)the Customer failing to make payment to Fastnet in accordance with this agreement;
(ii)the Customer expressly or impliedly repudiating or breaching this agreement by refusing or threatening to refuse to comply with any of the provisions of this agreement or Fastnet’s Acceptable Use Policy;
(iii)the Customer entering a voluntary arrangement with its creditors, or has or had a petition or an administration order with its creditors presented against it, or becomes subject to an administration order, or becomes insolvent, goes into compulsory or voluntary liquidation or a provisional liquidator or a receiver and/or manager or administrative receiver is appointed, an encumbrancer takes possession of any of the property or assets of the Customer or if the Customer ceases, or threatens to cease, to carry on any business, fails to or refuses to pay in full any sum due and payable by the Customer to Fastnet on the due date for payment, or Fastnet reasonably apprehends that any of the events mentioned above is about to occur in relation to the Customer.
(e)Any termination shall not relieve the Customer of its obligation to pay any charges incurred hereunder prior to such termination. Unless otherwise agreed by Fastnet the Customer shall be liable for all costs and charges incurred by Fastnet arising from such termination. The Parties’ right and obligations which by their nature would extend beyond the termination, cancellation or expiry of this Agreement shall survive such termination, cancellation or expiry.


7. SERVICE MAINTENANCE
From time to time Fastnet and/or a relevant Carrier may have to interrupt the Service(s) or alter the specification of the Service(s) for operational or maintenance reasons. Wherever possible, notice of such interruption shall be given to the Customer prior to the event. Wherever possible, Fastnet shall implement all Service(s) maintenance, specification alterations or suspensions outside Business Hours. In any event the Customer shall have no claim against Fastnet arising from such interruption for whatever loss or for whatever reason.


8. FAULT RESOLUTION
(a)In the event that the Customer becomes aware of a defect, fault or impairment in the provision of the Service(s) other than by way of service maintenance, and the Customer gives written notification to Fastnet of such defect, fault or impairment, then Fastnet shall use its best endeavours to resolve the defect, fault or impairment as quickly as reasonably possible. Any specific service levels agreements presented as part of this agreement will apply.
(b)If it is determined that the defect, fault or impairment is a result of:
(i)negligence, act, omission, or fault of the Customer or its agents, or
(ii)the Customer or its Agent’s breach of this Agreement, or
(iii)the failure or malfunction of Customer Equipment, then Fastnet may recover from the customer all reasonable costs incurred in remedying the defect, fault or impairment.


9. SERVICE SUSPENSION
(a) Fastnet may at its absolute discretion elect to suspend forthwith provision of the Service(s) until further notice in the event that:
(i) Fastnet is entitled to terminate this Agreement (and no exercise by Fastnet of its right of suspension under this clause shall exclude Fastnet’s right subsequently to terminate this Agreement); or
(ii) Fastnet needs to carry out service maintenance to any Customer Premises Equipment or any other equipment or configurations of equipment which are used to provide the Service(s); or
(iii) Fastnet is obliged to comply with an order, instruction or request of Government, an emergency service organisation or other competent administrative authority or relevant Carrier; or
(iv) if outstanding amounts due under this agreement to Fastnet have not been paid.
(b) Where the suspension is implemented as a consequence of the breach, fault or omission of the Customer, the Customer shall pay Fastnet’s reasonable costs and expenses incurred by the implementation of such suspension and/or recommencement of the provision of the Service(s). The parties agree that the original fee is a reasonable estimate of such costs and expenses.
(c) Where a service suspension is caused for any reason within systems outside of Our control but operated by one or more of Our Carriers, the compensation calculated as payable to You shall be limited to at most the compensation paid to Us by the Carrier(s) for Your affected Services under any similar agreement in force between Us and the Carrier(s).


10. CUSTOMER PREMISES EQUIPMENT
(a) Where Customer Premises Equipment is provided to the Customer by Fastnet the Terms and Conditions in this section shall apply.
(b) The Customer shall procure all necessary licenses, waivers, consents or registrations necessary to deliver, install, and keep installed at the Customer’s Premises any Customer Premises Equipment. Fastnet may advise the Customer of such requirements and the date by which they are required to be fulfilled in a schedule of requirements. The Customer hereby grants all such licenses, consents, or registrations to Fastnet to the extent the Customer has the power and authority to grant the same in respect of the delivery, installation and maintenance of any Customer Premises Equipment at the Customer’s other premises.
(c) Title to any Customer Premises Equipment shall at all times belong to and remain with Fastnet and the Customer shall not create or allow any charges, liens, or other encumbrances whatsoever to be placed on any Customer Premises Equipment.
(d) The Customer shall be liable for the loss of or any and all damage to any Customer Premises Equipment which is caused by
(i) the negligent or wilful acts or omissions of the Customer, its servants or agents;
(ii) the breach of the terms of this Agreement by the Customer, its servants or agents; or
(iii) malfunction or failure of any equipment or facility provided by the Customer or its servants or agents, including but not limited to Customer Equipment.
(e) Fastnet shall be entitled at any time to require the Customer to deliver up the Customer Premises Equipment to Fastnet and Fastnet shall have irrevocable licence to enter upon the premises of the Customer or of any third party where the equipment is stored and inspect, remove or repossess the equipment. The Customer shall in any relevant contract with any Third Party protect this right of Fastnet.
(f) The Customer shall not be entitled to pledge or in any way charge by way of security or any indebtedness any of the Customer Premises Equipment which remain the property of Fastnet, but if the Customer does so, all monies owing by the Customer to Fastnet shall forthwith become due and payable without prejudice to any other right or remedy of Fastnet.
(g) If the Customer desires to relocate or otherwise change the place at which the Service(s) is delivered, then the Customer will be liable to pay any additional installation charges for the new location and any Service(s) support costs resulting from such agreed relocation or change of the place of the Service(s). (h) The Customer shall furnish Fastnet, at no charge, such equipment, space and electrical power as is reasonably required by Fastnet and its subcontractors to enable Fastnet to render the Service(s).
(i) The Customer undertakes:
(i) to house any Customer Premises Equipment in accordance with Fastnet’s instructions as may be notified to the Customer from time to time; this shall include, but not be limited to, the provision of electrical power to any Customer Premises Equipment supported by an appropriately specified Uninterruptible Power Supply provided at the Customer’s own expense. Fastnet shall not be liable for any fault or depreciation of Service(s) due to failure of the supply of electrical power to any Customer Premises Equipment; such a failure shall be deemed a failure of Customer Equipment for the purposes of assessing whether or not a fault or depreciation of service constitutes a Service Interruption.
(ii) to keep any Customer Premises Equipment at the Customer’s premises and stationary at all times.
(iii) not to add, modify, relocate, reconfigure or in any way interfere with any Customer Premises Equipment;
(iv) not to cause any Customer Premises Equipment to be removed, repaired, serviced, or otherwise attended to except by an authorised representative of Fastnet.
(v) not to remove, tamper with, or obliterate any words or labels on any Customer Premises Equipment or any part thereof.
(vi) not to use any Customer Premises Equipment except in accordance with such written instruction as may be notified by Fastnet from time to time.
(vii) to permit Fastnet or its subcontractors to inspect or test any Customer Premises Equipment at all reasonable times.
(viii) on termination of this Agreement (howsoever the same may arise) to yield up any Customer Premises Equipment in a good state of condition and repair to Fastnet and to allow Fastnet or its subcontractors immediate access to the Customer premises to remove any Customer Premises Equipment.
(j) The Customer is responsible for identifying, monitoring, removing and disposing of any hazardous materials which it is required to remove by law prior to any construction or installation work being performed by Fastnet or its subcontractors, and the Customer shall indemnify, keep indemnified, defend and hold Fastnet harmless from any liability incurred in the use of or in connection with hazardous materials on the Customer’s premises.
(k) The Customer shall advise Fastnet of all health and safety at work rules and regulations and any other reasonable security requirements applicable at the Customer’s Premises, and Fastnet shall observe and ensure that its employees and authorised representatives observe such regulations so advised while at the Customer’s Premises, provided that Fastnet shall not be liable hereunder if as a result of conforming with such regulations Fastnet is in breach of its obligations under this agreement.


11. CUSTOMER EQUIPMENT
(a)Where the provision of the Service(s) or Co-location Space and/or the provision of Customer Premises Equipment necessarily involve Customer Equipment the Terms and Conditions in this section shall apply.
(b)The Customer shall ensure at all times that the Customer Equipment shall conform to the relevant national standards of approval and the Customer shall at all times comply with the conditions of such standard or approval. Fastnet reserves the right to disconnect any Customer Equipment if the Customer does not fulfil its obligations under this clause, or if in the opinion of Fastnet or its subcontractors it is liable to cause the death of or personal injury to or damage the property of Fastnet or its subcontractors or any person, or will impair the quality of any Service(s) provided by Fastnet to any of its other Customers. (c) The Customer shall, if required by any applicable license granted under national law, or if requested by Fastnet, notify or obtain any necessary permission or co-operation of a telecommunications network provider or other relevant person for the connection or maintenance of Customer Equipment. Fastnet shall have no liability whatsoever in any case where such notification is not given or such permission or co-operation is not obtained.


12. WARRANTIES
Provided that the Customer performs it obligations under this agreement, Fastnet warrants that:
(i) it shall use its reasonable skill and care in providing and maintaining the Service(s), though the Customer acknowledges that it is impossible to provide and maintain a service that would be entirely free of any fault and Fastnet does not undertake to do so;
(ii) that it is not aware as at the date of this agreement of anything within its reasonable control which might adversely affect its ability to perform its obligations under this agreement;


13. LIABILITY
(a) (i) Except in respect of death or personal injury Fastnet shall not be liable to the Customer for any Claim in respect of the Customers direct loss or damage unless such loss or damage is due to the negligence or failure of Fastnet to perform its obligations under this Agreement and in any event such loss or damage shall be limited to 100% of the charges payable by the Customer to Fastnet in any consecutive twelve (12) month period in respect of any event or series of events.
(ii) Fastnet shall not be liable to the Customer for any claim for indirect or consequential economic or other losses, damages or liabilities such as (without limitation) lost profits, revenue, costs including legal and other professional costs, removal, storage, or other expenses, or injury to reputation suffered by the Customer or other claims to any consequential compensation whatsoever, arising from or in connection with any representation or any express or implied warranty, condition or other contract term or any duty at common law or pursuant to statute which arises out of or in connection with the supply of the Service(s) except as expressly provided in these Terms and Conditions even if Fastnet has been advised of the possibility of such losses.
(iii) Fastnet shall not be liable to the Customer or be deemed to be in breach of the Agreement or any part thereof or any duty at common law or pursuant to statute or otherwise by reason of any delay in performing or any failure to perform, any of its obligations in relation to the Service(s) if the delay or failure was due either directly or indirectly to any cause beyond the Company’s reasonable control including but not exclusively; act of God, explosion, flood, earthquake, subsidence, tempest, fire or accident; war or threat of war or preparation for war, sabotage, collapse of structure, insurrection, civil disturbance or requisition; acts, restrictions, regulations, bye-laws, prohibitions or measure of any kind on the part of any governmental, parliamentary or local authority, import or export regulation or embargo; strikes, lock-outs or other industrial actions or trade disputes (whether involving employees of the Company or of a third party); unexpected difficulties in obtaining raw materials, labour, fuel, parts or equipment; power failure or unforeseeable breakdown in equipment or the act negligence or omission of any relevant carrier.
(b) The Customer agrees to indemnify Fastnet against all or any loss or damage it may suffer as a result of any act, negligence or omission on the part of the Customer its servants or agents or any user of the Customers services or equipment which damages, corrupts, contaminates, impairs or otherwise causes loss or harm to any equipment, property, data or information or otherwise restricts or impinges upon or harms the ability of Fastnet to provide its service(s) to its other customers. Such loss or damage to include (without limitation) lost profits, revenue, costs, goodwill or other claims to direct, indirect or consequential economic or other losses of Fastnet or any other party. The maximum liability of the Customer pursuant to this indemnity shall be £10,000,000 in respect of any event or series of events.
(c)The Parties will use their best endeavours in allocating resources to minimise any such loss or damage or liability.
(d)The Customer warrants that it shall have at all material times an effective policy of insurance to cover any liability or claim that may arise including but not limited to direct, indirect and consequential losses.
(e)Fastnet shall not be liable for the loss or corruption of any of the Customers information or data held on or in any of Fastnet’s or the Customers equipment, materials, components or software which may be lost or corrupted at any time including during Fastnet’s maintenance, repair or upgrading of such equipment, materials, components or software and the Customer accepts responsibility for protecting and/or preparing a “back-up” copy of any such information or data prior to Fastnet carrying out such Services.


14. CUSTOMER OBLIGATIONS
(a) Upon request the Customer shall immediately provide Fastnet with information about the Customer’s use of the Service(s).
(b) The Customer shall provide a support function for the provision of support to Users who are required and directed to use the Service(s) to report all faults, queries and complaints. For the avoidance of doubt, Fastnet shall have no responsibility for provision of support to Users.
(c) The Customer undertakes to comply with Fastnet’s Acceptable Use Policy as published and amended and updated from time to time on the Fastnet website at www.Fastnet.co.uk and any breach thereof shall be a breach of this agreement and shall entitle Fastnet to terminate this Agreement forthwith.
(d) The Customer undertakes to indemnify and keep indemnified Fastnet against any prosecution, civil or criminal, all costs, claims, demands, actions and proceeding which may be brought or threatened against Fastnet by any User or third party to whose networks the Customer’s networks connected, expressly including, but not limited to, uses of the Internet which are in breach of Fastnet’s Acceptable Use Policy or which arise from the Customer’s use of Internet Services or the User’s use of Internet Services in any way.
(e) The Customer undertakes to ensure that no third party may use the Service(s) provided by Fastnet, and to indemnify Fastnet against any prosecutions, civil or criminal, which result from such use. This clause shall not in itself prevent resale or onsale by the Customer to User(s) of Service(s) provided under this Agreement where those User(s) are known to the Customer, and where the User(s) have the full consent of the Customer.
(f) The Services may be resold, onsold, or otherwise transferred to persons not in the employ of the Customer or to other companies or organisations only with the written permission of Fastnet.
(g) Intellectual property rights in all software supplied to the Customer remain the property of Fastnet or its licensor. The Customer agrees to comply with the terms of any agreement reasonably required by the owner of intellectual property rights in all software supplied to the Customer for the protection of that software.
(h) Service(s) and Internet Service(s) may comprise equipment, software, services, technical information, training materials or other technical data, which, because of their origin or otherwise are subject to United Kingdom or United States of America export control regulations or the laws or regulations of another country. In such case, provision of Service(s) and Internet Service(s) shall be conditional upon the parties obtaining and providing all necessary consents. The parties shall provide reasonable assistance to each other to obtain such consents. The Customer undertakes to comply with any applicable export or re-export laws and regulations, including but not limited to obtaining written authority from the UK or USA government as appropriate if the Customer intends at any time to re-export any items of UK or USA origin to any proscribed destination.
(i) Included minutes are for normal, reasonable business use and consistent with the types and levels of usage by typical customers on the same business calling plan. “Typical” refers to the calling patterns of at least 95% of business customers on the same business calling plan. Certain calling and messaging plans, including bundled/included minutes calling, are designed for normal commercial use and are not intended to represent typical usage by unique organisations such as call centers, resellers, fax messaging services, telemarketing firms, or for use without live dialog, such as transcription services, intercom or monitoring services. Unauthorised or excessive use beyond that normally experienced by typical, similarly situated business customers may cause extreme network capacity and congestion issues and interfere with Fastnet’s network and the third party networks with which Fastnet connects for call initiation and completion services. Any use of the Services or any other action that causes a disruption in the network integrity of Fastnet services or its vendors, whether directly or indirectly, is strictly prohibited and may result in termination of the Services.
(j) The Customer may not use Fastnet’s name in publicity or press releases without Fastnet’s prior written consent.


15. PERSONAL DATA
16.1 The Customer agrees that we may hold information provided to us in a computerised database. The Customer agrees that such data may be processed and in certain circumstances, be supplied to and processed by our suppliers, to enable the provision and maintenance of the equipment and/or services. For more detail on how we hold and process our data please see our Privacy Policy and Data Processing Agreement, both published on our website.
16.2 The Customer agrees to keep the contact details provided by them to us up to date. These are the details we will use to send you any notices or other information in accordance with this Agreement. The Customer also acknowledges that we may be required under certain laws and regulations to co-operate with and disclose data to government, their agents or other bodies and/or authorities.


16. MISCELLANEOUS
(a) Each party agrees to maintain in strict confidence all plans, designs, drawings, trade secrets, business and other proprietary information of the other Party which is disclosed pursuant to this Agreement. Neither Party shall disclose to any third party such confidential information without the express written consent of the other. No obligation of confidentiality shall apply to the disclosed information which the recipient;
(i) already possessed without obligation of confidentiality; or
(ii) develops independently; or
(iii) rightfully receives without obligation of confidentiality from a third party.
(b) By agreeing to these Terms and Conditions the Customer agrees to the processing of its personal data as defined in the GDPR. The GDPR forms part of the data protection regime in the UK, together with the new Data Protection Act 2018 (DPA 2018). The main provisions of this apply, like the GDPR, from 25 May 2018. The Customer confirms that it has required consent from any relevant individual for the processing of their personal data and sensitive personal data for whom Fastnet will deal with.
(c) Except as expressly provided herein no licence, express or implied, is granted by Fastnet pursuant to this Agreement.
(d) Neither party may assign this Agreement without the written consent of the other Party (which consent shall not be unreasonably withheld or unduly delayed).
(e) If any dispute arises out of this agreement the financial value of which exceeds the County Court Small Claims upper limit the parties will initially consider the appropriateness of resolving such dispute by mediation in accordance with the Centre for Dispute Resolution (CEDR) model mediation procedure in such form as is recommended by CEDR. Any dispute arising under or in connection with these Conditions not so resolved by mediation shall be submitted to the Chartered Institute of Arbitrators (CIArb) and settled by final and binding arbitration by a single arbitrator in accordance with the Rules of The Business Arbitration Scheme. Judgment on any award issued under this provision may be entered by any court of competent jurisdiction.
(f) If any provision of this Agreement is held by a court or any governmental agency or authority to be invalid, void, or unenforceable, the remainder of this Agreement shall nevertheless remain legal, valid and enforceable providing always that if such a provision is of a fundamental nature to this Agreement either party may terminate this Agreement forthwith.
(g) Failure by either party to exercise or enforce any right conferred by this Agreement shall not be deemed to be a waiver of any such right, nor operate so as to bar the exercise or enforcement thereof or to any other right on a later occasion.
(h) Paragraph headings do not form part of this Agreement and shall not be taken into account in the construction of interpretation thereof.
(i) Any notice to be given to either party shall be in writing.
(j) Any reference in these conditions to any provision of a statute shall be construed as a reference to that provision as amended, re-enacted or extended at the relevant time.
(k) This Agreement shall be governed and construed in accordance with the laws of England, and the Parties irrevocably agree to the exclusive jurisdiction of the Courts of England.

SPECIFIC SERVICES CO-LOCATION SPACE
(a) Where Co-location Space and Services are provided to the Customer by Fastnet the additional terms and conditions in this section shall also apply.
(b) In addition to the Services detailed in the Order From, in consideration of payments made by the Customer, Fastnet grants to the Customer: (i) a revocable co-location space license (the License) to locate telecommunications and related computer equipment in the space specified in the Order Form (the Co-location Space), and (ii) the right from time to time by prior appointment with Fastnet to enter the premises in which this space is located (the Premises) for the purpose of repairing and maintaining this equipment (the Co-located Equipment). Admittance to the Premises outside of Fastnet’s normal Business Hours is entirely at Fastnet’s discretion.
(c) The Licence is granted to use the Co-location Space solely to install, operate, and maintain telecommunications and related computer equipment as expressly detailed in the Order Form. Telecommunications are restricted to conventional cable or fibre-based media. Microwave and optical communications are prohibited unless authorised in writing by Fastnet.
(d) Installation of Co-located Equipment shall be deemed to have occurred when Fastnet has notified the Customer by whatever method that it has completed preparing the Co-location Space to receive Co-located Equipment.
(e) Co-located Equipment must not emit excessive electromagnetic radiation, noise, dust or other pollutants. Co-located Equipment must not draw power in excess of that stated in the Order Form. Co-located Equipment must output signals which conform to relevant telecommunications standards. Co-located Equipment may not be connected or attached to the equipment of other customers or of Fastnet or of other telecommunications service providers without express written permission from Fastnet and from the other party, with any permission from other customers copied to Fastnet. Packet sniffers and other forms of electronic surveillance devices are prohibited. Use of the Customer equipment at the Co-location Space must at all times comply with our Acceptable Use Policy [ INSERT LINK ] . Equipment not in compliance with these conditions may be disconnected without notice to you.. Unauthorised connections may be removed at Fastnet’s discretion. For the avoidance of doubt, any misuse, act or omission by your end users or customers which would constitute a breach of the Acceptable Use Policy shall be deemed a breach of that policy directly by You.
(f) No signs or emblems may be placed on the exterior of Co-located Equipment or storage racks by the Customer. Neither the Customer nor its subcontractors may in any way alter walls, floors, ceilings, or other parts of the building, the allocated Co-location Space, or any other cabling, construction, or equipment without specific prior written authorisation from Fastnet.
(g) Nothing at the Premises or the Co-location Space shall be used other than for its lawful and permitted use.
(h) Unless otherwise agreed by Fastnet in writing, Co-located Equipment may be connected only to Fastnet access equipment and Co-located Equipment may not be used to forward IP packets.
(i) Entry onto the Premises and use of the Co-Location Space shall at all times also be subject to the rules of the owner of the Premises (which may not be Fastnet), as shall exist from time to time. Fastnet shall have no liability for refusal of entry (for whatever reason) at a Premises, whether owned by Fastnet or otherwise.
(j) You shall not use or allow others to use the Premises and the Co-location Space in such a way as to cause damage, a nuisance or any other kind of disturbance, whether legally enforceable or otherwise, to Fastnet, the owner of the Premises or any other customer of Fastnet also using the Premises. You shall not bring onto the Premises any flammable or hazardous materials.
(k) You warrant that Your equipment installed on the Premises shall not cause any additional fire risk nor be likely to damage or impair the operation of other customers’ equipment on the Premises.
(l) During the term of the License, you will be responsible for the safekeeping of your key to the building and/or the Co-location Space. The Customer will be responsible for the full cost of replacement of any lost or stolen key(s) as well as any direct or indirect losses flowing from the loss or theft of the key(s).
(m) At all times any visitor to the Premises must comply with Fastnet’s/the Premises owner’s Health and Safety procedures. The relevant documentation will be made available to visitors. The procedures will be explained to any visitor upon request.
(n) The Customer must not make any portion of the space available to third parties or locate third party equipment in the space without prior written authorisation from Fastnet.
(o) Customers’ staff must wear proper identification at all times when attending upon the Co-located Equipment. Subcontractors and the staff of other telecommunications service providers will be admitted only if arranged in advance and specifically approved by Fastnet in writing and if wearing proper identification. All Customer staff or subcontractors attending Fastnet premises must have the relevant consents as listed on the Security Access List. Fastnet may refuse admission to the Co-located Equipment to any individual who (i) has no proper identification, (ii) has no prior authorisation to enter the Premises, or (iii) has been observed touching, modifying, or tampering in any way with the equipment of Fastnet or other customers. Visits by the Customer or parties acting on the Customer’s behalf are to be escorted by an authorised representative of Fastnet from the time that the party signs in on entering the premises until the party signs out on leaving the premises, unless given permission by Fastnet to be unaccompanied.
(p) Fastnet may at its discretion require the relocation of Co-located Equipment within the Premises, either because of an emergency or, with 30 calendar days written notice, for business reasons. Fastnet will make every reasonable effort to avoid such relocation and will work with the Customer to minimise any disruption to services. Fastnet will relocate any cabling and construction installed by Fastnet at its own expense but the Customer will be responsible for any other costs relating to relocation.
(q) The Co-located Equipment shall at all times be at the Customer’s risk. The Customer shall be responsible for insuring the Co-located Equipment against all risks (including but not limited to fire, theft, and flood) and for obtaining such other insurance cover (including but not limited to consequential loss and loss of profits cover) as may be appropriate.
(r) The Co-location Space license will be terminated concurrently with this Agreement. Upon the termination of this Agreement or the expiration of the Term of the license as stated on the Order form, the Customer shall at the Customer’s own cost remove the Co-located Equipment from the Premises at a time to be agreed with Fastnet, save that Fastnet shall have a lien over the Co-located Equipment to secure all sums due under this agreement and the Customer shall not be entitled to remove the Co-located Equipment until all and any such sums have been paid in full. Any Customer Co-located Equipment not removed within ten (10) working days after this Agreement has been terminated will be removed by Fastnet and any costs and expenses of removal shall be the responsibility of the Customer. Fastnet will not remove, erase or delete any data or computer programs before disposal of the Co-located Equipment.
(s) The Customer will indemnify Fastnet against all costs, claims, demands, losses, damages, expenses, and liabilities of any nature whatsoever suffered or incurred by Fastnet in connection with any claim that the use or possession of the Equipment or any computer programs used in connection with the Co-located Equipment infringes the intellectual property rights of any third party.
(t) The Customer shall indemnify and hold harmless Fastnet, its officers and employees, servants, agents, affiliates and parent company (if any), from and against any and all claims, costs, expenses, or liability arising out of the Customer’s use of the Co-location Space or the Customer’s operation of the Co-located Equipment, as well as any act or omission which is in breach of this Agreement or Fastnet’s general Terms and Conditions.

DOMAIN NAMES
(a) Where the provision of the Service(s) includes the registration of a Domain Name by Fastnet the Terms and Conditions in this section shall also apply.
(b) The Customer confirms and warrants that he is the owner of or that he has been duly authorised by the owner or is entitled to use any trade mark, name or Domain Name requested or allocated as its name or Domain Name. The Customer acknowledges that Fastnet cannot guarantee that any name or Domain Name requested by the Customer will be available or approved for use. Fastnet shall be entitled to require the Customer to select a replacement name or Domain Name and may suspend and/or terminate the Service(s) if, in the opinion of Fastnet, there are reasonable grounds for Fastnet to believe that the Customer’s current choice of name or Domain Name is, or is likely to be, in breach of the provisions of this clause or of Fastnet’s Acceptable Use Policy.
(c) Fastnet does not represent, warrant or guarantee that any Domain Name applied for by the customer or on the Customer’s behalf will be registered in the Customer’s requested name or is capable of being registered by the Customer or that the use of such Domain Name by the Customer will not infringe any third party rights.
(d) The registration of the Domain Name and its ongoing use by the Customer is subject to the relevant naming authority’s terms and conditions of use and the Customer undertakes that they will comply with such terms and conditions. The relevant naming authority’s Terms and Conditions are available from their website or upon request from Fastnet.
(e) The Customer hereby irrevocably waives any claims the Customer may have against Fastnet in respect of any decision of a naming authority to refuse to register a Domain Name and, without limitation, the Customer acknowledges and agrees that any administration or other charge paid by the Customer in respect of the registration of the Domain Name is non-refundable in any event.
(f) Fastnet accepts no responsibility in respect of the use of a Domain Name by the Customer and any dispute between the Customer and any other individual or organisation regarding a Domain Name must be resolved between the parties concerned and Fastnet will take no part in any such dispute. Fastnet reserves the right, on becoming aware of such a dispute concerning a Domain Name, at its discretion and without giving any reason, to either suspend or cancel the relevant Service(s) associated with the Domain Name, and/or to make such representations to the relevant naming authority, as Fastnet deems appropriate.
(g) No transfer of Service(s) including any re-registration or transfer of Domain Names or changes to the delegation of Domain Names will be permitted unless and until all outstanding invoices have been settled and cleared funds have been transferred to Fastnet. In particular the Customer waives the right to any redelegation, re-registration or transfer of any Domain Name by any third party or authority.
(h) Any Internet Protocol address purchased by the Customer from Fastnet shall at all times remain Fastnet’s property and the Customer will have a non-transferable license to use such address for the duration of this contract. If this contract is terminated for whatever reason, the Customer’s license to use the Internet Protocol address shall automatically terminate and thereafter the Customer will not use such address.
(i) The Customer acknowledges that its contact details, including where such details constitute Personal Data such as name, address, phone numbers and email address, will be passed to RIPE, the registry body for IP addresses. The Customer further acknowledges that it is a necessary requirement of being registered with RIPE that the Customer’s details be placed on the RIPE database which is publicly viewable on the RIPE website. The Customer hereby consents to its details being dealt with in the manner stated in this clause.
(j) Fastnet may agree in writing with the customer to accept as part of its Service(s) the transfer of Domain Name(s) already registered by and on behalf of the Customer. Upon the acceptance of such transfer by Fastnet such provisions herein shall apply. The Customer must notify Fastnet of the date of the original registration and the date of re- registration of such name or names.
(k) It is the customer’s responsibility to ensure that domains are renewed at the appropriate intervals. Fastnet will take reasonable steps to advise you of the renewal dates, which will require your response in writing. This service is provided as a courtesy and it remains your responsibility to ensure renewal by means of written request whether or not you receive notification from us.

1 About this policy
1.1 Together with our Terms and Conditions and any other applicable contractual terms or policies, this acceptable use policy (Policy) governs how you may access and use the Service being purchased from us.
1.2 You should read this Policy carefully before using the Services. 1.3 By using the Services or otherwise indicating your consent, you agree to be bound by this Policy, which supplements our General and Specific Terms and Conditions, as relevant to the Services that we are providing to you. If you do not agree with or accept any part of this Policy, you should stop using the Services immediately.
1.4 If you have any questions about this Policy, please contact us at [ INSERT ADDRESS/LINK].
1.5 In this Policy: ‘we’, ‘us’ or ‘our’ means Fastnet International Limited company registration number 3015861 and whose registered office is at Shaftesbury Court, 95 Ditchling Road, Brighton, East Sussex, BN1 4ST, and any entity within our group companies from time to time; and ‘you’ or ‘your’ means the person accessing or using the Services or its content.
2 Acceptable use We permit you to use the Services only for legitimate and lawful purposes within the context of your business. Use of the Services in any other way, including any unacceptable use set out in this Policy, is not permitted.
3 Unacceptable use
3.1 As a condition of your use of the Services, you agree not to use the Services:
3.1.1 for any purpose that is unlawful under any applicable law or prohibited by this Policy or our [general terms and conditions of use] [insert link];

THIS DATA PROCESSING AGREEMENT is supplemental to our Terms of Business and any other arrangements relating to the supply of Services to you.
As part of our agreement to provide Services to you, you have agreed to supply certain personal data to Fastnet, which Fastnet shall process in accordance with the terms of this Agreement.
Definitions and interpretation
1.1 In this Agreement:
Complaint means a complaint or request (other than a Data Subject Request) relating to either party’s obligations under Data Protection Laws relevant to this Agreement and/or the processing of any of the Shared Personal Data, including any compensation claim from a Data Subject or any notice, investigation or other action from a Data Protection Supervisory Authority relating to the foregoing (and Complainant means the Data Protection Supervisory Authority, Data Subject or other person initiating or conducting a Complaint); Controller has the meaning given in applicable Data Protection Laws;
Data Protection Laws means, as applicable to any party and to the rights, responsibilities and obligations of any party in connection with their respective supply agreement:
(a) the GDPR;
(b) the Data Protection Act 2018;
(c) the Directive 2002/58/EC (ePrivacy Directive) and/or the Privacy and Electronic Communications (EC Directive) Regulations 2003;
(d) any other applicable law relating to the processing, privacy and/or use of Personal Data, as applicable to any party and to the rights, responsibilities and obligations of any party in connection with their respective supply agreement;
(e) any laws which implement any such laws; and
(f) any laws that replace, extend, re-enact, consolidate or amend any of the foregoing;
Data Protection Supervisory Authority means any regulator, authority or body responsible for administering Data Protection Laws;
Data Subject has the meaning given in applicable Data Protection Laws from time to time;
Data Subject Request means a request made by a Data Subject to exercise any right(s) of Data Subjects under Chapter III of the GDPR or under any similar Data Protection Laws in relation to any of the Shared Personal Data or concerning the processing of such data;
GDPR means the General Data Protection Regulation, Regulation (EU) 2016/679;
Permitted Lawful Basis means processing personal data with the consent of the data subject;
Permitted Purpose means as detailed in the Schedule hereto;
Permitted Recipients means the Receiving Party’s employees and contractors who need access to the Shared Personal Data for the Permitted Purpose;
Personal Data has the meaning given in applicable Data Protection Laws from time to time;
Personal Data Breach has the meaning given in the GDPR;
Processing has the meaning given in applicable Data Protection Laws from time to time (and related expressions, including process, processed and processes shall be construed accordingly); and
Shared Personal Data means Personal Data received by the Receiving Party from or on behalf of the Disclosing Party, or otherwise made available by the Disclosing Party for the Permitted Purpose.
1.2 Unless otherwise expressly stated in this Agreement the Receiving Party’s obligations and the Disclosing Party’s rights and remedies under this Schedule are cumulative with, and additional to, any other provisions of this Agreement.

2 Status of this Agreement and the parties
Each party shall be a Controller of the Shared Personal Data. Where the parties share the Shared Personal Data, it shall be shared and managed in accordance with the terms of this Agreement.

3 Aims and benefits of the data sharing
The parties wish to document that the specific aims of the sharing of the Shared Personal Data under this Agreement are to offer access to various internet and other telecommunications services and that such sharing is necessary to achieve those aims.

4 Compliance with Data Protection Laws
The Receiving Party shall at all times comply with all Data Protection Laws in connection with the exercise and performance of its respective rights and obligations under this Agreement and the processing of the Shared Personal Data. This Schedule allocates certain rights and responsibilities among the parties as enforceable contractual obligations between themselves, however nothing in this Schedule is intended to limit or exclude either party’s responsibilities or liabilities under Data Protection Laws (including under Article 82 of the GDPR or under any similar Data Protection Laws and the duties owed by each party to Data Subjects under any Data Protection Laws).

5 Obligations on the Disclosing Party
5.1 The Disclosing Party shall ensure prior to sharing the Shared Personal Data with the Receiving Party that all appropriate privacy notices have been made available to each relevant Data Subject, and all consents obtained, as necessary to permit the sharing of the Shared Personal Data with the Receiving Party for the Permitted Purpose on the Permitted Lawful Basis as envisaged under this Agreement in accordance with Data Protection Laws.
5.2 During the term of this Agreement, the Disclosing Party shall promptly notify the Receiving Party if it becomes aware that any such consent is withdrawn or if a relevant Data Subject has requested that their Shared Personal Data is no longer processed by either party for the Permitted Purpose.

6 Obligations on Receiving Party
6.1 The Receiving Party shall ensure that at all times:
6.1.1 it shall undertake all processing of the Shared Personal Data only for the Permitted Purpose in accordance with this Agreement and in all respects in accordance with Data Protection Laws;
6.1.2 it shall undertake processing of the Shared Personal Data only to the extent consistent with the Permitted Lawful Basis; and
6.1.3 it shall promptly (and in any event within 10 Business Days) on request provide the Disclosing Party with: (a) all copies of all notices, records and information necessary to demonstrate its compliance with this Schedule; and (b) all records referred to in paragraph 0.
Technical and organisational measures

7.1 The Receiving Party shall at all times:
7.1.1 put in place and maintain appropriate technical and organisational measures so as to ensure the protection of the rights of Data Subjects under Data Protection Laws and as otherwise required to meet the requirements of both parties under all Data Protection Laws;
7.1.2 implement and maintain appropriate technical and organisational measures to protect the Shared Personal Data against accidental, unauthorised or unlawful destruction, loss, alteration, disclosure or access; and
7.1.3 without prejudice to any other obligation in this paragraph 0, implement technical and organisational measures in accordance with any requirements advised by the Disclosing Party.
7.2 The Receiving Party shall at all times ensure the processing of the Shared Personal Data shall be limited to the authorised personnel of the Receiving Party or of a Permitted Recipient that:
7.2.1 need to process it for the Permitted Purpose in accordance with this Agreement;
7.2.2 are reliable and adequately trained on compliance with all Data Protection Laws and this Schedule; and
7.2.3 are subject to (and comply with) a binding written contractual obligation to keep the Shared Personal Data confidential.

8. Disclosures to Permitted Recipients
8.1 The Receiving Party shall be liable to the Disclosing Party for all acts and omissions of each of the Permitted Recipients as if they were the acts and omissions of the Receiving Party. Each obligation in this Schedule on the Receiving Party to do, or refrain from doing, any thing shall include an obligation on the Receiving Party to ensure all Permitted Recipients do, or refrain from doing, such thing.
8.2 The Receiving Party shall not engage nor permit any staff or third parties other than the Permitted Recipients to carry out any processing of any Shared Personal Data. The Receiving Party shall ensure at all times:
8.2.1 that all processing by Permitted Recipients is conducted in a manner consistent with the Permitted Lawful Basis, the Permitted Purpose, the Receiving Party’s obligations under this Agreement and the restrictions on processing imposed on the Receiving Party under this Agreement; and
8.2.2 without prejudice to the above, that each of the Permitted Recipients (other than the employees of a Permitted Recipient or the Receiving Party) carrying out any processing of the Shared Personal Data is subject to a binding written agreement regulating its processing of the Shared Personal Data which complies in all respects with the requirements of Data Protection Laws.

9 International transfers
The Receiving Party shall not transfer the Shared Personal Data to any country outside the United Kingdom or to any international organisation (as defined in the GDPR) without the Disclosing Party’s prior written consent.

10 Data Subject Requests, Personal Data Breaches and Complaints
10.1 The Receiving Party shall promptly (and in any event within 24 hours) notify the Disclosing Party if the Receiving Party suspects or becomes aware of any actual or threatened occurrence of any Personal Data Breach in respect of any Shared Personal Data. The Receiving Party shall promptly (and in any event within 24 hours) provide all such assistance and information as the Disclosing Party requires to report any actual or suspected Personal Data Breach to a Data Protection Supervisory Authority and to notify affected Data Subjects under Data Protection Laws.
10.2 The Receiving Party shall promptly (and, in any event, within 1 Business Day of receipt) inform the Disclosing Party if it receives any Complaint or Data Subject Request. When receiving and responding to a Data Subject Request or a Complaint the Receiving Party shall consult in advance with the Disclosing Party and promptly comply with the Disclosing Party’s reasonable instructions (if any).
10.3 Subject to the remainder of this Schedule, as between the parties, responsibility for compliance with and responding to:
10.3.1 any Data Subject Request falls on the party which first received such Data Subject Request;
10.3.2 any Complaint falls on the party which receives the Complaint from a Complainant;
10.3.3 each party’s respective obligations in respect of any Personal Data Breach (including notification of the Data Protection Supervisory Authority and/or Data Subject(s)) impacting or relating to any Shared Personal Data in the possession or control of the Receiving Party (or any third party with whom it has shared such data) falls on the Receiving Party; and
10.3.4 each party’s respective obligations in respect of any other obligation under Data Protection Laws (including any obligation to notify the Data Protection Supervisory Authority and/or Data Subject(s) of any other Personal Data Breach) falls on each party subject to such obligation(s).
10.4 Each party shall promptly co-operate with and provide reasonable assistance, information and records to the other to assist each party with their respective compliance with Data Protection Laws and in relation to all Complaints and Data Subject Requests.
10.5 The Disclosing Party’s obligations under paragraphs 10.3 and 10.4 shall be performed at the Receiving Party’s expense, except to the extent that the circumstances giving rise to such obligation arose out of any breach by the Disclosing Party of its obligations under this Agreement.

11 Records
The Receiving Party shall maintain complete, accurate and up to date written records of all of its processing of the Shared Personal Data and as necessary to demonstrate its compliance with this Schedule.

12 Retention
12.1 Except as required by applicable law in the United Kingdom the Receiving Party shall:
12.1.1 process each part of the Shared Personal Data for no longer than such processing is necessary for the Permitted Purpose and compliant with this Schedule and all Data Protection Laws and in any event cease to process each part of the Shared Personal Data on the earlier of termination or expiry of this Agreement; and
12.1.2 immediately confidentially, irrecoverably and securely destroy or dispose of all Shared Personal Data (and all copies) in its possession or control that can no longer be processed in accordance with paragraph 12.1.1.
Indemnity
12.1 The Receiving Party shall indemnify and keep indemnified the Disclosing Party against:

13.1.1 all losses, claims, damages, liabilities, fines, sanctions, interest, penalties, costs, charges, expenses, compensation paid to Data Subjects (including compensation to protect goodwill and ex gratia payments), demands and legal and other professional costs (calculated on a full indemnity basis and in each case whether or not arising from any investigation by, or imposed by, a Data Protection Supervisory Authority) arising out of or in connection with any breach by the Receiving Party of its obligations pursuant to this Agreement; and
13.1.2 all amounts paid or payable by the Disclosing Party to a third party which would not have been paid or payable if the Receiving Party’s breach of this Agreement had not occurred.

14 Breach
Any breach by the Receiving Party of any of its obligations under this Agreement shall be regarded as being material for the purposes of this Agreement.

15 Additional governance arrangements
Each party shall comply with its respective obligations, and may exercise its respective rights and remedies, under respective agreements for the provision of data and services as between them.

16 Key contact
The parties wish to record for reference that the representative within their organisation with overall internal responsibility for ensuring the respective party’s compliance with its obligations are detailed in the Schedule. Each party may update details of their representative referred to in this paragraph 6 by giving 7 days’ notice to the other Party or Parties.

17 Survival
The provisions of this Data Processing Agreement shall survive so long as we are providing Services to you under a Contract which has not been terminated, and for such period following termination as may be necessary to fulfil our obligations in this Data Processing Agreement.

THE SCHEDULE –
PERMITTED PURPOSES
The Permitted Purpose(s) shall be the provision of the specific services being provide to you by us under a separate contract or contracts entered into between us.
The specific nature of the Permitted Purpose shall relate directly to the specific Services being provided at any time. If the nature of the Services, or any other pertinent contractual provision changes, the parties acknowledge that the Permitted Purpose(s) may also change.
The type and categories of personal data and data subjects shall vary depending upon the Services provided, technical specifications, means of data transmission, configuration of connections or equipment and the way in which the Services are used.