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Terms & Conditions

Terms and Conditions of Contract for the supply, installation, management, maintenance and support of Hardware, Software, Telecommunication and other related goods and services to business Customers.

These terms and conditions of Contract are effective from 1st November 2012.  

If you are a consumer within the meaning of the Consumer Protection (Distance Selling) Regulations 2000 (i.e. transacting on your own account for personal, rather than business use) then you have seven (7) days from the Effective Date (as defined below) to cancel and the Supplier (as defined below) must reimburse you with any money paid within 30 days of receiving notice of cancellation. The notice of cancellation will also terminate any related credit agreement.  ANY DELAY BEYOND SEVEN (7) DAYS WILL CONSTITUTE YOUR ONGOING ACCEPTANCE OF THESE CONDITIONS.


1.1    The definitions and rules of interpretation in this clause apply in these terms and conditions.

Confidential Information: all confidential information (however recorded or preserved) disclosed by a party or its employees, officers, representatives, advisers or subcontractors involved in the provision or receipt of the Services (together, its "Representatives") to the other party and that party's Representatives in connection with this Agreement which information is either labelled as such or should reasonably be considered as confidential because of its nature and the manner of its disclosure.

Contract:  the Customer's purchase order or other such request to provide Services and the Supplier's acceptance of it under condition 2.2.

Customer: the person, firm or company who purchases Services from the Supplier.

Customer Data: any information that is provided by the Customer to the Supplier as part of the Customer's use of the Services, including any information derived from such information.

Customer’s Operating Environment: the Customer’s communications environment (consisting of IT, hardware, software and telecommunications networks) that is to be used by the Customer in connection with its use of the Services and which interfaces with the Supplier’s System in order for the Customer to receive the Services, but excluding the Customer-side Equipment.

Customer's Site: any premises occupied by the Customer at which it receives the Services.

Deliverables:  all products and materials (including, but not limited to, Hardware and Software) of whatever nature used by the Supplier in relation to the Service.

DPA: the Data Protection Act 1998.

Effective Date: the Supplier’s acceptance of the Contract, pursuant to condition 2.2.

Good Industry Practice: the standards that fall within the upper quartile of a skilled and experienced provider of services similar or identical to the Services, having regard to factors such as the nature and size of the parties, the term, the pricing structure and any other relevant factors.

Hardware: all physical telecommunications, networking and computer equipment (including switches, routers, cables, servers, racks, cabinets and peripheral accessories) provided and used by the Supplier to deliver the Services to the Customer.

Intellectual Property Rights:  patents, rights to inventions, copyright and related rights, trade-marks, trade names, domain names, rights in get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database rights, topography rights, moral rights, rights in confidential information (including without limitation know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered, and including without limitation all applications for, and renewals or extensions of, such rights, and all similar or equivalent rights or forms of protection in any part of the world. 

Maintenance: any error corrections, updates and upgrades that the Supplier may provide or perform with respect to the Services, as well as any other support or training services provided to the Customer under the Contract.

Pre-existing Materials: materials which existed before the commencement of the Service.

Service Plan:  as necessary, the estimated timetable and detailed responsibilities for the set up and provision of the Services by the Supplier in accordance with the Contract.

Services:  the services to be provided by the Supplier under the Contract.

Software: any software used by the Supplier to provide the Services to the Customer whether owned by a third party ("Third-Party Software"), by the Customer ("Customer Software") or by the Supplier ("Supplier Software").

Supplier: Telecom Network Services Limited (company number: 4447539) whose registered office is at 3 Longthorn, Backwell, Bristol. BS48 3GZ.

Third Party Supplier: any supplier of Maintenance, Hardware or Software (including licensors of Third Party Software) that the Supplier reasonably considers necessary for the provision of the Services.
VAT:  value added tax chargeable under English law for the time being and any similar additional tax.
Virus: without limitation, any malicious code, trojans, worms and viruses, lock, authorisation key or similar device that impairs or could impair the operation of the Software and or the Services.

1.2    Clause, Schedule and paragraph headings shall not affect interpretation.

1.3    A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).

1.4    A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.

1.5    Unless the context otherwise requires, words in the singular shall include the plural and in the plural include the singular.

1.6    Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.

1.7    A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time.
1.8    A reference to writing or written includes faxes and e-mail.

1.9    References to clauses and Schedules are to the clauses and Schedules of this agreement and references to paragraphs are to paragraphs of the relevant Schedule.


2.1    These conditions shall:

(a)    apply to and be incorporated in the Contract; and
(b)    prevail over any inconsistent terms or conditions contained in, or referred to in, the Customer's purchase order, confirmation of order, or specification, or implied by law, trade custom, practice or course of dealing.

2.2    The Customer's purchase order, or other such request for the supply of Services (howsoever made), constitutes an offer by the Customer to purchase the Services specified in it on these conditions; accordingly the Supplier's or authorised Third Party Supplier’s commencement or execution of the Services, shall establish a contract for the supply and purchase of those Services on these conditions at such date of commencement.  The Customer's standard terms and conditions (if any) attached to, enclosed with, or referred to in, the purchase order shall in no way govern, or be deemed to govern, the Contract. 

2.3    No addition to, variation of, exclusion or attempted exclusion of any term of the Contract shall be binding on the Supplier unless it is in writing and signed by a duly authorised representative of the Supplier.


3.1    The Supplier warrants that the Services will be performed with all reasonable skill and care and in accordance with Good Industry Practice.

3.2    The warranty in clause 3.1 shall not apply to the extent of any non-conformance that is caused by use of the Services contrary to the provisions of the Contract or the Supplier's instructions.

3.3    Notwithstanding the foregoing, the Supplier does not warrant that the Customer's use of the Services will be uninterrupted or error-free.

3.4    The Supplier shall use reasonable endeavours to manage, provide and complete the Service, and to deliver the Deliverables to the Customer from the Effective Date until terminated pursuant to these Conditions, in accordance in all material respects with any Service Plan or other written arrangement.

3.5    The Supplier shall use reasonable endeavours to meet the performance dates specified in any Service Plan, but any such dates shall be estimates only and time shall not be of the essence of the Contract.

3.6    The Supplier shall be responsible for the proper performance of the relevant elements of the Service by any Third Party Supplier, but shall not be liable for any delay in provision of the Service caused by any failure by such Third Party Supplier to attend the Customer’s Site or for any other act or omission of the Third Party Supplier outside of its reasonable control.

3.7    The Supplier shall ensure that appropriate safety and security systems and procedures are maintained and enforced to prevent unauthorised access or damage to any and all Services, the Supplier's system and related networks or resources and the Customer Data, in accordance with Good Industry Practice.

3.8    The Supplier shall ensure that the Supplier's system is designed, maintained and upgraded at all times, so as to minimise the risk of attack by Viruses.

3.9    The Supplier shall use reasonable endeavours to ensure that the same person acts as its representative throughout the provision of the Service, but may replace him from time to time where reasonably necessary in the interests of the Supplier's business.

3.10    If the Customer reports a fault in the Service, the Supplier shall respond in line with the level of Service the Customer has chosen on the Service Plan.

3.11    If in rectifying a fault, the Supplier or any Third Party Supplier agrees to work outside the hours covered by the repair service the Customer has chosen, the Customer must pay the Supplier’s or Third Party Supplier’s additional charges for doing so.


4.1    The Customer shall:

(a)    co-operate with the Supplier in all matters relating to the Service and appoint a suitable representative, who shall have the authority to contractually bind the Customer on matters relating to the Service;
(b)    provide in a timely manner such access to the Customer's Site, Customer’s Operating Environment and Customer Data, and such office accommodation and other relevant facilities, as is requested by the Supplier;
(c)    provide in a timely manner such information as the Supplier may request, and ensure that such information is accurate in all material respects; and
(d)    be responsible (at its own cost) for preparing the Customer Site,  Customer’s Operating Environment and Customer Data for the supply of the Services.

4.2    The Customer shall remain responsible for the use of the Services under its control, including any use by employees or third parties (whether fraudulent or invited by the Customer).

4.3    If the Supplier's performance of its obligations under the Contract is prevented or delayed by any act or omission of the Customer or the Customer's agents, sub-contractors or employees, the Customer shall in all circumstances be liable to pay to the Supplier on demand all reasonable costs, charges or losses sustained or incurred by it (including, without limitation, any direct or indirect consequential losses, loss of profit and loss of reputation, loss or damage to property, injury to or death of any person and loss of opportunity to deploy resources elsewhere), subject to the Supplier confirming such costs, charges and losses to the Customer in writing.

4.4    The Customer shall not, without the prior written consent of the Supplier, at any time from the date of the Contract to the expiry of six months after the completion of the Services, solicit or entice away from the Supplier or employ or attempt to employ any person who is, or has been, engaged as an employee or sub-contractor of the Supplier.

4.5    Any consent given by the Supplier in accordance with condition 4.4 shall be subject to the Customer paying to the Supplier a sum equivalent to 20% of the then current annual remuneration of the Supplier's employee or sub-contractor or, if higher, 20% of the annual remuneration to be paid by the Customer to such employee or sub-contractor.

4.6    Any Customer equipment must be:

(a)    technically compatible with the Service and not harm the Supplier’s or a Third Party Supplier’s systems; and
(b)    connected and used in line with any relevant instructions, standards or laws.
4.7    The Customer shall not store, distribute or transmit any material through the Services that, in any jurisdiction:
(a)    is unlawful, harmful, threatening, defamatory, obscene, harassing or racially or ethnically offensive;
(b)    facilitates illegal activity;
(c)    depicts sexually explicit images; and/or
(d)    promotes unlawful violence, discrimination based on race, gender, age, disability, sexual orientation, religion and belief, gender reassignment, or any other illegal activities.


5.1    The Customer and the Supplier shall meet as often as is reasonably required given the level of Service, to discuss matters relating to the Service.  If the Customer wishes to change the scope of the Services, it shall submit details of the requested change to the Supplier in writing prior to the next such meeting.

5.2    If the Customer requests a change to the scope or execution of the Services, the Supplier shall, within a reasonable time, provide a written estimate to the Customer of:

(a)    the likely time required to implement the change;
(b)    any variations to the Supplier's charges arising from the change;
(c)    the likely effect of the change on the Service Plan (if at all); and
(d)    any other impact of the change on the terms of the Contract.

5.3    If the Supplier requests a change to the scope of the Services, the Customer shall not unreasonably withhold or delay consent to it. 

5.4    If the Customer wishes the Supplier to proceed with the change, the Supplier shall have no obligation to do so unless and until the parties have agreed in writing on the necessary variations to the charges, the Service Plan and any other relevant terms of the Contract to take account of the change.

5.5    Notwithstanding the terms of this Condition 5, the Supplier reserves the right to:

(a)    modify the Supplier's system, its network, system configurations or routing configuration; or
(b)    modify or replace any Hardware or Software or other equipment used to deliver any Service,
provided that this has no adverse effect on the Supplier's obligations under the Contract and its provision of the Services. If such changes will have an adverse effect, the Supplier shall notify the Customer pursuant to Condition 5.3 above.


6.1    The Supplier shall follow its own archiving and security procedures for Customer Data.

6.2    The Supplier shall promptly notify the Customer in writing of any loss or damage to the Customer Data. In the event of any loss or damage to Customer Data, the Customer's sole and exclusive remedy shall be for the Supplier to use its reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest backup of such Customer Data. The Supplier shall not be responsible for any loss, destruction, alteration or unauthorised disclosure of Customer Data caused by any third party (except a Third Party Supplier, subcontracted by the Supplier to perform services related to Customer Data maintenance and back-up).

6.3    Each party warrants that it shall comply with the DPA during the provision of the Services.

6.4    The Customer shall be the “Data Controller” as defined in the DPA, and the parties hereby acknowledge that the Supplier will be acting as “Data Processor” as defined in the DPA, in respect of all data processing activities in relation to Customer Data that the Supplier carries out under the Contract.

6.5    The Supplier undertakes to the Customer that:

(a)    it shall process the Customer Data only in accordance with the written instructions of the Customer and to the extent, and in such a manner, as is reasonably necessary to supply the Services or as is required by any applicable law;
(b)    in respect of Customer Data, which is in the possession or under the control of the Supplier, it shall implement the technical and organisational measures to protect this Customer Data against unauthorised or unlawful processing and accidental loss, destruction, alteration or disclosure;
(c)    it shall not publish, disclose or divulge any Customer Data to any third party, nor allow any third party to process Customer Data unless necessary for the provision of the Services;
(d)    it shall not transfer Customer Data outside the European Economic Area without the prior written consent of the Customer; and
(e)    it shall use reasonable endeavours to assist the Customer with any subject access request that the Customer receives relating to Customer Data processed by the Supplier under this Agreement.


7.1    Condition 7.2 shall apply if the Services are to be provided on a time-and-materials basis. Conditions 7.3 and 7.4 shall apply if the Services are to be provided for a fixed price. The remainder of this condition 7 shall apply in either case.

7.2    Where any Services are provided on a time-and-materials basis:

(a)    the charges payable for the Services shall be calculated in accordance with the Supplier's standard daily fee rates as amended from time to time;
(b)    the Supplier's standard daily fee rates are calculated on the basis of an eight-hour day worked between 9.00 am and 5.00 pm on weekdays (excluding weekends and public holidays);
(c)    the Supplier shall be entitled to charge at an overtime rate of 50% of the normal rate for part days and for time worked by members of the Service team outside the hours referred to in condition 7.2(b) on a pro-rata basis; and
(d)    the Supplier shall invoice the Customer monthly in arrears for its charges for time, expenses and materials (together with VAT where appropriate) for the month concerned, calculated as provided in this condition 7.

7.3    Where the Services are provided for a fixed price the total price for the Services shall be the amount set out in the Service Plan. The total price shall be paid to the Supplier (without deduction or set-off) in instalments by direct debit or cheque as set out in the Service Plan. The Supplier shall invoice the Customer for the charges that are then payable, together with any expenses and the costs of materials (and VAT, where appropriate), calculated as provided in condition 7.4.

7.4    Any fixed price contained in the Service Plan shall remain fixed for the Minimum Term, but excludes:

(a)    the cost of hotel, subsistence, travelling and any other ancillary expenses reasonably incurred by the Service team in connection with the Services, and the cost of any materials or services reasonably and properly provided by third parties required by the Supplier for the supply of the Services.  Such expenses, materials and third party services shall be invoiced by the Supplier at cost; and
(b)    VAT, which the Supplier shall add to its invoices at the appropriate rate; and
(c)    the appropriate and reasonable costs of call out by the Supplier or a Third Party Supplier,  where a service fault is alleged by the Customer and found not to be as a result of any failure by the Supplier to provide the Service; and
(d)    an appropriate charge for paper billing (where requested by the Customer).

7.5    The Customer shall pay each invoice submitted to it by the Supplier in full, and in cleared funds, by direct debit within 10 days of receipt or by cheque within 7 days of receipt.

7.6    Without prejudice to any other right or remedy that the Supplier may have, if the Customer fails to pay the Supplier on the due date the Supplier may:

(a)    charge interest on such sum from the due date for payment at the annual rate of 4% above the base lending rate from time to time of HSBC Bank, accruing on a daily basis and being compounded quarterly until payment is made, whether before or after any judgment. The Supplier may claim interest under the Late Payment of Commercial Debts (Interest) Act 1998; and
(b)    where the Customer’s direct debit fails, for reasons within the Customer’s control to clear, an administration fee (per failure) of £10.00; and
(c)    where the Customer cancels any direct debit mandate prior to termination of the Contract, an administration fee (per cancellation) of £50.00; and
(d)    following a direct debit failure or cancellation, as referred to in clause 7.6 (b) and (c) above, the Customer then chooses to pay by cheque, a further £4.00 administrative fee (per cheque) will be added to the Customer’s next and any necessary subsequent invoice; and
(e)    suspend (or disconnect) all Services until payment has been made in full, in which case the Supplier shall continue to charge the Customer:

(i)    the normal monthly fee in accordance with the Service Plan shall continue to be payable; and
(ii)    a Service reconnection fee of £99.00 + VAT for each affected line or element of the Service; and
(iii)    if “outgoing call barring” becomes necessary, an appropriate administration fee (as required by the Third Party Supplier) shall be paid in advance of being removed.

7.7    Time for payment shall be of the essence of the Contract.

7.8    It shall be the Customer’s sole responsibility to check all invoices received pursuant to this Contract.  Any errors whatsoever should be reported to the Supplier within 90 days of receipt of such invoice and shall be investigated by the Supplier within 14 days of receipt of such notification.  Where a credit note is required, the Supplier shall ensure that this is auctioned immediately and an appropriate deduction shall be made from the Customer’s next invoice. Errors reported after 90 days from receipt of an invoice shall not be valid.

7.9    All payments payable to the Supplier under the Contract shall become due immediately on termination of the Contract, despite any other provision. This condition is without prejudice to any right to claim for interest under the law, or any such right under the Contract.

7.10    The Supplier may, without prejudice to any other rights it may have, set off any liability of the Customer to the Supplier against any liability of the Supplier to the Customer.


8.1    All Intellectual Property Rights not owned by Third Party Suppliers and all other rights in the Deliverables shall be owned by the Supplier.  The Supplier hereby licenses all such rights to the Customer free of charge and on a non-exclusive, worldwide basis to such extent as is necessary to enable the Customer to make reasonable use of the Deliverables and the Services as is envisaged by the parties.  If the Supplier terminates the Contract under condition 11, this licence will automatically terminate.

8.2    The Customer acknowledges that the Customer's use of rights in Pre-existing Materials is conditional on the Supplier obtaining a written end-user licence (or sub-licence) of such rights from the relevant licensor or licensors on such terms as will entitle the Supplier to license such rights to the Customer. 

8.3    Where the Service includes a telephone number, that number will be placed in the appropriate British Telecommunications PLC directory, together with the Customer's details, and made available from licenced directory enquiry services, unless the Customer requests otherwise.  It is the Customer’s sole responsibility to subscribe to the Telephone Preference Service.

8.4    The Supplier may (on receipt of the Customer’s written request) agree to arrange for a special entry to be made in the appropriate British Telecommunications PLC directory at an additional charge.

8.5    The Customer agrees that it does not own any telephone number, nor has any right to sell or to agree to transfer any number provided to it by the Supplier.


9.1    Each party shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the other party and any other confidential information concerning the other party’s business or its products which a party may obtain. The parties shall restrict disclosure of such confidential material to such of their employees, agents or sub-contractors as need to know it for the purpose of discharging their obligations, and shall ensure that such employees, agents or sub-contractors are subject to obligations of confidentiality corresponding to those which bind the party concerned.

9.2    All materials, equipment and tools, specifications and data supplied by the Supplier to the Customer shall at all times be and remain the exclusive property of the Supplier, but shall be held by the Customer in safe custody at its own risk and maintained and kept in good condition by the Customer until returned to the Supplier, and shall not be disposed of or used other than in accordance with the Supplier's written instructions or authorisation.

9.3    This condition 9 shall survive termination of the Contract, however arising.



10.1    The following provisions set out the entire financial liability of the Supplier (including without limitation any liability for the acts or omissions of its employees, agents and sub-contractors) to the Customer in respect of:

(a)    any breach of the Contract howsoever arising;
(b)    any use made by the Customer of the Services, the Deliverables or any part of them; and
(c)    any representation, misrepresentation (whether innocent or negligent), statement or tortious act or omission (including without limitation negligence) arising under or in connection with the Contract.

10.2    All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.

10.3    Nothing in these conditions excludes the liability of the Supplier:

(a)    for death or personal injury caused by the Supplier's negligence; or
(b)    for fraud or fraudulent misrepresentation.

10.4    Subject to condition 10.2 and condition 10.3:

(a)    the Supplier shall not in any circumstances be liable, whether in tort (including without limitation for negligence or breach of statutory duty howsoever arising), contract, misrepresentation (whether innocent or negligent) or otherwise for:

(i)    loss of profits; or
(ii)    loss of business; or
(iii)    depletion of goodwill or similar losses; or
(iv)    loss of anticipated savings; or
(v)    loss of contract; or
(vi)    loss of use; or
(vii)    loss or corruption of data or information; or
(viii)    any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses.

(b)    the Supplier's total liability in contract, tort (including without limitation negligence or breach of statutory duty howsoever arising), misrepresentation (whether innocent or negligent), restitution or otherwise, arising in connection with the performance or contemplated performance of the Contract shall be limited to £1,000.00 in any 12 month period or if less than £1,000.00 per annum, the total price paid for the Services in that 12 month period.


11.1    The Contract shall be for a minimum term of 24 months from the Effective Date (“Minimum Term”) and unless terminated in accordance with this Condition 11, shall continue (unless terminated) thereafter for further periods of 90 days (“Renewal Term”).

11.2    The Supplier may terminate the Contract on reasonable notice at any time.

11.3    The Customer may terminate the Contract by giving written notice to the Supplier of its intention to do so at any time during the Minimum Term, provided that the proposed date for termination shall not be before the expiry of the Minimum Term and thereafter shall only give notice to terminate the Contract at the end of any Renewal Term.

11.4    Without prejudice to any other rights or remedies to which the parties may be entitled, either party may terminate the Contract without liability to the other if:

(a)    the other party commits a material breach of the Contract and (if such a breach is remediable) fails to remedy that breach within 30 days of that party being notified in writing of the breach; or
(b)    an order is made or a resolution is passed for the winding up of the other party, or circumstances arise which entitle a court of competent jurisdiction to make a winding-up order of the other party; or
(c)    an order is made for the appointment of an administrator to manage the affairs, business and property of the other party, or documents are filed with a court of competent jurisdiction for the appointment of an administrator of the other party, or notice of intention to appoint an administrator is given by the other party or its directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986); or
(d)    a receiver is appointed of any of the other party's assets or undertaking, or if circumstances arise which entitle a court of competent jurisdiction or a creditor to appoint a receiver or manager of the other party, or if any other person takes possession of or sells the other party's assets; or
(e)    the other party makes any arrangement or composition with its creditors, or makes an application to a court of competent jurisdiction for the protection of its creditors in any way, or becomes bankrupt; or
(f)    the other party ceases, or threatens to cease, to trade; or
(g)    there is a change of control (as defined in section 1124 of the Corporation Tax Act 2010) of the other party; or
(h)    the other party takes or suffers any similar or analogous action to any of the foregoing  in any jurisdiction in consequence of debt.

11.5    Termination of the Contract, however arising, shall not affect or prejudice the accrued rights of the parties as at termination or the continuation of any provision expressly stated to survive, or implicitly surviving, termination.

11.6    If the customer wishes to terminate their contract with TNS within the Minimum Term they must pay the early termination fee of £395 + VAT per line or service, the customer will also forfeit any service charges and line rentals paid in advance.


The Supplier shall not in any circumstances have any liability to the Customer under the Contract if it is prevented from, or delayed in, performing its obligations under the Contract or from carrying on its business by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of the Supplier or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors.

13.    WAIVER

13.1    A waiver of any right under the Contract is only effective if it is in writing and it applies only to the party to whom the waiver is addressed and the circumstances for which it is given.

13.2    Unless specifically provided otherwise, rights arising under the Contract are cumulative and do not exclude rights provided by law.


14.1    If any provision of the Contract is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.

14.2    If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.


15.1    Each of the parties acknowledges and agrees that in entering into the Contract and the documents referred to in it or annexed to it, it does not rely on any statement, representation (whether innocent or negligent), assurance or warranty (Representation) (whether in writing or not) of any person (whether party to this agreement or not) other than as expressly set out in the Contract or those documents.

15.2    Each party agrees that the only rights and remedies available to it arising out of or in connection with a Representation shall be for breach of contract as expressly provided in the Contract.

15.3    Nothing in this clause shall limit or exclude any liability for fraud.


16.1    The Customer shall not, without the prior written consent of the Supplier, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under the Contract.

16.2    The Supplier may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under the Contract.


Nothing in the Contract is intended to or shall operate to create a partnership between the parties, or to authorise either party to act as agent for the other, and neither party shall have authority to act in the name or on behalf of or otherwise to bind the other in any way (including without limitation the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).


The Contract is made for the benefit of the parties to it and (where applicable) their successors and permitted assigns, and is not intended to benefit, or be enforceable by, anyone else.

19.    NOTICES

19.1    Any notice under the Contract shall be in writing and shall be delivered by hand or sent by pre-paid first-class post or recorded delivery post to the other party at its address as set out in the Contract, or such other address as may have been notified by that party for such purposes, or sent by fax to the other party's fax number as set out in the Contract.

19.2    A notice delivered by hand shall be deemed to have been received when delivered (or if delivery is not during business hours, at 9.00 am on the first business day following delivery). A correctly addressed notice sent by pre-paid first-class post or recorded delivery post shall be deemed to have been received at the time at which it would have been delivered in the normal course of post. A notice sent by fax shall be deemed to have been received at the time of transmission (as shown by the timed printout obtained by the sender). 


20.1    The Contract and any disputes or claims arising out of or in connection with it or its subject matter or formation (including without limitation non-contractual disputes or claims) are governed by and construed in accordance with the law of England.

20.2    The parties irrevocably agree that the courts of England have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with the Contract or its subject matter or formation (including without limitation non-contractual disputes or claims).

For more information call TNS NOW on 0117 379 0500
or email

Telecom Network Services Ltd, 3 Long Thorn, Backwell, Bristol, BS48 3GZ Reg No. 4447539

TNS - Telecoms


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