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Terms and conditions

Venus Business Communications offers a range of services and different terms may apply to different services. The terms on this page apply to all services unless otherwise agreed. Venus Business Communications strives to explain our terms and conditions in plain English. If there are any points in this agreement that you don't understand then please contact us and we will be happy to explain.

Reference to 'these terms and conditions' is a reference to these end user terms and conditions. Reference to ‘[your] agreement' or '[your] contract' is a reference to your contractual arrangements with Venus as described by these terms and conditions, combined with any provisions in the documentation by which your Venus service was ordered, eg contract, order form etc. In the absence of a formal contract, order or agreement, the provisions in these terms and conditions represent the sole terms in force for provision of your services by Venus.

Reference to 'you' is a reference to you our end user customer. All services and products supplied by us are supplied upon the terms of this agreement unless otherwise specified. These terms may be changed or varied from time to time and these changes will be notified to you on our web site. If you purchased a Venus Business Communications product through a third party or reseller, in addition to these terms and conditions you may be bound by the terms of your agreement with that third party or reseller and their AUP. You are advised to contact your reseller for details.

Click here to Download a PDF of our full terms and conditions

General terms for all Venus services

General Terms & Conditions, Service Level Agreement and Acceptable Use Policy

THIS AGREEMENT is made on
BETWEEN:

(1) VENUS BUSINESS COMMUNICATIONS LTD a company registered in England and Wales under company number
04800517 trading as M24Seven and whose registered office is at Cobra Court, Ball Green, Stretford, Manchester M32
0QT (“M24Seven”) and
 

(2) The company named in the service order form ("Customer")
The Parties wish to enter into this Agreement pursuant to which the Customer will be able to order Internet Services and,
subject to the terms of this Agreement, M24Seven has agreed to provide and maintain (and/or procure the provision and
maintenance of) such Internet Services.

Now it is hereby agreed that:
1. Definitions and Interpretations
1.1 In this Agreement, unless the context otherwise requires, the following terms shall have the meanings assigned to them
below, namely:
“Act” means the Telecommunications Act 1984 as amended by the Communications Act 2003;
“Acceptable Use Policy” means the acceptable use policy (as may be amended from time to time) published on M24Seven’s
website located at http://www.m24seven.com;
“Acceptance Test Schedule” means a series of installation and testing procedures to be carried out by M24Seven on the
Internet Services before the COA Certificate is issued and “Acceptance Tests” shall be construed accordingly;
“Access Zone” means the fibre or radio network connection between the Premises and/or the Site and the M24Seven Zone
“Agreement” means this Agreement, which comprises M24Seven’s standard terms and conditions, the Service Level
Agreement, the Miscellaneous Charges, the Acceptable Use Policy and the SOF;
“Annual Rental” means the annual charges payable by the Customer as set out in the SOF;
“Associate” Metronet (UK) Limited (company number 04975343) and M247 Ltd (company number 04968341) both having
their registered office at Cobra Court, Ball Green, Stretford, Manchester M32 0QT;
“Charges” means the Annual Rental and other charges payable to M24Seven pursuant to this Agreement and the SOF;
“COA Certificate” means the standard M24Seven installation Customer order acceptance completion certificate which when
signed is conclusive proof that the Acceptance Tests have been successfully completed;
“Connection” means an electronic communication circuit or circuits to be supplied by M24Seven to an agreed Service
Demarcation Point for the delivery of Internet Services pursuant to this Agreement. Such Connection shall be supplied as point
to point only, or as part of an IP VPN or Ethernet VLAN depending on the Customer requirements identified in the SOF;
“Connection Commencement Date” means the date each individual Connection is available for use by the Customer and
the relevant COA Certificate is issued;
“Connection Ready for Service Date” means the date upon which the individual Connection will be ready for service such
date to be confirmed by in the COA Certificate;
“Customer Data” means the data processed by the Customer using the Internet Services;
“Customer Premises Equipment” means any apparatus, and any software embodied therein, on the Customer’s side of the
M24Seven network termination point at any relevant Site and/or the Premises which does not form part of the Equipment (but
which may be connected to the Equipment) and is used by the Customer in conjunction with the Equipment in order to obtain
or use the Internet Services;
“Data Controller” has the same meaning given to the term in the DPA;
“Data Processor” has the same meaning given to the term in the DPA;
“Data Protection Legislation” means the DPA, the EU Data Protection Directive 95/46/EC, the Regulation of Investigatory
Powers Act 2000, the Telecommunications (Lawful Business Practice) (Interception of Communications) Regulations 2000 (SI
2000/2699), the Electronic Communications Data Protection Directive 2002/58/EC, the Privacy and Electronic Communications
(EC Directive) Regulations 2003 and all applicable laws and regulations relating to processing of personal data and privacy
from time to time;
“DPA” means the Data Protection Act 1998;
“Default Interest Rate” means the statutory rate of interest in accordance with the Late Payment of Debt (Interest Charges)
Act 1998;
“Due Date” means the due date for payment of an invoice pursuant to clause 13;
“Emergency” means any event or circumstance which results or could reasonably be expected to result in a risk of personal
injury or death or material damage to property and, without prejudice to the generality of the foregoing, an event or
circumstance defined as an Emergency in the Act;
“Equipment” means any communication apparatus (as defined in the Act) or other equipment to be installed by or on behalf
of M24Seven pursuant to this Agreement from time to time. Such equipment may include an appropriate switch and/or router
to be supplied by M24Seven to the Customer if indicated as required on the SOF;
“Force Majeure” means a circumstance described in clause 16;
“Group” in relation to a body corporate, means the body corporate, any other body corporate which is its holding company or
subsidiary and any other body corporate which is a subsidiary of that holding company as defined in s1159 Companies Act
2006;
“Installation Charge” means the charges payable on installation of the Connection by the Customer as set out in the SOF;
“Internet Services” means the communication services supplied to the Customer at an agreed bandwidth which will allow the
Customer to pass Internet IP packets over the Connection to the Public Internet, together with any other communication
service set out in the SOF. For the avoidance of doubt the Internet Services or any other communication service may be
provided by M24Seven and/or an Associate;
“IP VPN” means a communications network running over a shared infrastructure which is used to supply Layer 3 IP
connectivity between two or more Sites;
“Law” means the Act and any other law, statute or regulation, code of conduct (whether or not having the force of law),
copyright or other third party rights, obligation in contract or any term of any licence to which M24Seven or the Customer is
from time to time subject;
“M24Seven PoP” means a point of presence on the M24Seven System where M24Seven Equipment is sited, excluding the
Premises and/or the Site;
“M24Seven System” means the System or systems operated by M24Seven which also includes, where applicable to any
Internet Services provided under this Agreement, any system operated by an Associate;
“M24Seven Zone” means the national IP network that M24Seven operate in the United Kingdom.
“Miscellaneous Charges” means the miscellaneous charges set out in Schedule 2;
“Minimum Period” means the relevant duration of this Agreement to provide Internet Services to the Site as set out in the
SOF. The Minimum Period shall be no less than 12 months from the Connection Commencement Date;
“Network Interface Device” is a network device that serves as the demarcation point between the M24Seven Zone and the
Customer’s internal network, which allows LAN connected computers to connect to outside networks across the M24Seven
Zone.
“Order Acceptance Form” means a form sent by the M24Seven provisioning team which contains confirmation of
M24Seven’s acceptance of the SOF;
“Outage” means an event or action (not attributable to the act or omission of the Customer or arising at the request of the
Customer), which prevents or restricts the passage of electronic communications signals across any Connection;
“Planned Outage” means an event or action that has been planned when network maintenance or upgrades may be required
by M24Seven from time to time.
“Parties” means the Customer and M24Seven;
“Premises” means the building or buildings where Equipment is located, and whether or not occupied by the Customer;
“Public Internet Zone” means that portion of the Public Internet that lies beyond the M24Seven core Internet routers
“RFQ” means a request for quotation submitted by the Customer to M24Seven;
“Self Certification Notice” means a notice issued by M24Seven which when signed by M24Seven is conclusive proof of
satisfactory installation of the Equipment;
“Service Fee” means such sum calculated with reference to M24Seven’s current charging rate and in accordance with clause
9.7 as shall be charged to the Customer in the event of maintenance services provided consequent on an event or events
specified in sub-clause 9.6.1; 9.6.2; 9.6.3; which necessitates a callout by a M24Seven engineer;
“Service Level Agreement” means M24Seven’s standard Service Level Agreement from time to time attached as Schedule 1
and any other relevant service levels relating to a specific service set out in the Services Schedule;
“Service Demarcation Point” means an agreed interface on a piece of Equipment prescribed by M24Seven in a location
agreed with the Customer whose purpose is handing over Internet Services from its own network to the Customer’s network.
“Services Schedule” the services schedule containing specific service levels and terms and conditions which relate to
services other than the provision of Internet Services, which may include services provided by an Associate and/or third party
supplier.
“Site” means the location where a Connection provided under this Agreement starts or terminates as set out as the A End
Address and B End Address on the SOF. Where the Customer contracts for the supply of an IP VPN, the term Site shall also
include references to all Sites specified on the SOF;
“SOF” means the service order form containing the details of the Internet Services and Connection to be supplied to the
Customer, together with any additional SOF submitted by the Customer and accepted by M24Seven;
“Site Occupier” means the owner and/or landlord of a Site;
“Site Wayleave” means a wayleave agreement to be executed by M24Seven and the Customer and/or the Site Occupier in
respect of the relevant Premises and/or the Site, if necessary, for M24Seven to provide Internet Services under this
Agreement;
“System” means an electronic communication system;
“Tail Circuit” means a Connection on an electronic communications network provided by a supplier (other than M24Seven)
between a M24Seven PoP and the Premises and/or the Site over which M24Seven will supply Internet Services;
“Viruses” means any thing or device (including any software, code, file or programme) which may: prevent, impair or
otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service,
equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of
any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the
programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses,
viruses, harmful or malicious code, and other similar things or devices;
“Working Day” means any day excluding Saturdays, Sundays and the usual bank holidays in England.

1.2 References herein to clauses are to clauses in this Agreement.
1.3 References in this Agreement to the “Site Occupier” shall (where applicable) include its respective successors (whether
by operation of law or otherwise) and permitted assigns.
1.4 References in this Agreement to “day” shall be to a calendar day.
1.5 A reference in this Agreement to a statutory provision will, unless expressly provided otherwise, be interpreted as a
reference to such provision as amended, consolidated, replaced or re-enacted.
1.6 In this Agreement unless the context otherwise requires:
1.6.1 Words in the singular include the plural and vice versa; and
1.6.2 Words importing any gender include all genders.
1.7 The headings are for convenience only and do not affect the interpretation of this Agreement.
1.8 References in this Agreement to a “person” shall include any person, partnership, firm, company, body corporate or
corporation or organisation (as defined in the Companies Act 2006).
1.9 The words and phrases “other”, “including” and “in particular” shall not limit the generality of any preceding words or
be construed as being limited to the same class as any preceding words where a wide construction is possible.
1.10 References to M24Seven in this Agreement shall include an Associate where such Associate provides any of the Internet
Services.

2. Purpose of Agreement

Subject as set out in this Agreement:

2.1 In consideration of the payment of the Charges made by the Customer to M24Seven and the Customer’s compliance with
the terms of this Agreement, M24Seven shall provide the Customer with the Internet Services and maintenance thereof as set
out in this Agreement;
2.2 The Customer shall make the relevant payments to M24Seven, as set out in clauses 12 and 13, and the SOF and any
subsequent SOF submitted by the Customer and accepted by M24Seven.
 

3. Consent to install the Equipment

3.1 The Customer hereby irrevocably gives permission to M24Seven and its employees, agents or contractors on reasonable
notice at such reasonable times to: (a) Execute any works on the Premises and/or the relevant Site for, or in connection with,
the installation, maintenance, adjustment, repair, alteration, moving, replacement, renewal or removal of the Equipment; (b)
Keep and operate the Equipment installed on, under or over the Premises and/or the Site; (c) Enter the Premises and/or the
Site to inspect any of the Equipment kept on, under or over the Premises and/or the Site or elsewhere for the purpose of
providing the Internet Services.
3.2 M24Seven agrees with the Customer to cause as little disturbance, damage and inconvenience as reasonably possible
when exercising any of its rights under this Agreement and to make good (to the reasonable satisfaction of the Customer) as
soon as reasonably practicable any damage that M24Seven, its employees, agents or contractors may cause to the Premises
and/or the Site.
3.3 The Customer agrees not to do or allow anything to be done to the Premises and/or the Site that may cause damage to, or
interfere with, the Equipment or prevent reasonable access to it.
3.4 The Customer warrants that: (a) It is the current occupier of the Premises and/or the Site; (b) It is either the freeholder of
the Premises and/or the Site or is a tenant of it under a lease or licence or other tenancy agreement expiring not before the 
expiry of the Minimum Period and any subsequent period agreed between the Parties; (c) It will not do or allow to be done at
the Premises and/or the Site anything which might damage the Equipment in any way and that it will take all steps reasonably
necessary to ensure that no one interferes with or tampers with the Equipment; (d) If the Customer wants to carry out works to
refurbish, demolish or substantially reconstruct all or part of the Premises and/or the Site and requires the Equipment to be
removed or relocated or altered it will give M24Seven as much notice of its proposed works as is reasonably practicable (and
in any event no less than six calendar months’ prior written notice). Upon receipt of such notice the Parties shall agree to
consult with each other in good faith and use all reasonable endeavours to find an alternative site or route for the Equipment
as is reasonably acceptable to M24Seven and as are necessary to allow the Customer to carry out its refurbishment,
demolition or reconstruction of the Premises and/or the Site.
3.5 The terms set out in clauses 3.1 to 3.4 (inclusive) shall remain in force and survive this Agreement for a period of 60
Working Days following cancellation or termination of this Agreement. Upon such cancellation or termination, the Customer
shall give M24Seven or its sub-contractors or suppliers all reasonable access to the Premises and/or the Site to remove the
Equipment.
3.6 The Customer shall procure and/or continue throughout the term of this Agreement all site related permissions and
approvals necessary for M24Seven to deliver, install and maintain the Equipment for the provision of the Internet Services and
Connection.
 

4. Ordering and Provision of Connection

4.1 If the Customer wishes to order Internet Services it may submit an RFQ to the M24Seven sales team at
pricing@m24seven.com The Customer acknowledges that M24Seven may utilise facilities by, and provision all or any part of
the Internet Services from, an Associate and/or third party. If the Customer orders Internet Services through the M24Seven
London Office, the Customer may send the RFQ to info@venus.co.uk
4.2 If an RFQ is submitted to M24Seven pursuant to clause 4.1, M24Seven shall use all reasonable endeavours to respond in
writing within 10 Working Days. At M24Seven’s sole discretion, a credit check may be conducted against the Customer and a
guarantee and indemnity sought from one or more directors of the Customer.
4.3 If the Customer returns a duly completed SOF within 30 Working Days of receipt from M24Seven the following provisions
will apply:
4.3.1 M24Seven will send the Customer an Order Acceptance Form and where a Site Wayleave is required by the owner
and/or the landlord of the Premises and/or the Site the Customer shall use its reasonable endeavours to procure that such
parties (including the Customer where required) enter into a Site Wayleave;
4.3.2 On the grant of a Site Wayleave (if applicable) for the Premises and/or the Site and on execution of the Order
Acceptance Form by M24Seven and M24Seven confirming receipt and acceptance to the Customer by email, the SOF will be
deemed to be a binding contract for the provision of the Internet Services in accordance with and subject to the terms of this
Agreement. If M24Seven is not supplying any applicable routers and/or switching equipment it shall be the sole responsibility
of the Customer to ensure that they have adequate routing and switching equipment at the Premises and/or the Site for the
operation of the Internet Services.
4.3.3 Subject to clauses 14 and 15 below, this Agreement for the provision of the Internet Services and each Connection shall
continue for the Minimum Period.
4.4 M24Seven shall use its reasonable endeavours to meet any dates specified in this Agreement and/or the SOF but for the
avoidance of doubt, time shall not be of the essence in this Agreement.
4.5 Subject to the existence of the Site Wayleave (if applicable) M24Seven shall provide the Customer with the Internet
Services and Connection to the Premises and/or the Site and/or between more than one Premises and/or Site (where
applicable) in accordance with the terms set out in this Agreement.
4.6 M24Seven shall provide the Customer with the relevant information to enable the Customer to prepare or procure the
preparation of the Premises and/or the Site for delivery and installation of the Equipment and the Customer shall suitably
prepare or procure the preparation of the Premises and/or the Site for delivery and installation of the Equipment and comply or
procure the compliance in all material respects with M24Seven’s reasonable instructions and requirements relating to the
preparation of the Premises and/or the Site. Such instructions shall include confirmation of applicable switching and/or routing
equipment which will be required at the Premises and/or the Site for the operation of the Internet Services.
4.7 The Customer shall at its own cost procure the provision to M24Seven at all times of suitable accommodation, assistance,
facilities and environmental conditions for the Equipment (as specified in clause 4.8) and all reasonably necessary electrical
and other installations and fittings relating to the Equipment and shall ensure that any necessary preparation is effected before
the Equipment is delivered and installed.
4.8 The Customer shall ensure that air conditioning and all other environmental controls in the premises where the Equipment
is located are maintained within the following humidity and temperature ranges:


Humidity
between
35%
and
65%
Temperature
between
10o
C
and
35o
C


4.9 M24Seven shall deliver the Equipment to the Customer (or as directed by the Customer) and install the Equipment at the
Premises and/or the Site. M24Seven shall use its reasonable endeavours to comply with the Customer’s requests in respect of
installation but M24Seven’s reasonable decision on the routing of cables and wires and the positioning of outlets and other
apparatus constituting the Equipment or part thereof shall be final and binding on the Customer.
4.10 M24Seven will use all reasonable endeavours to provide and install the Equipment and the Parties will test the Equipment
at the Premises and/or the Site so that the Connection can be provided on or before the appropriate Connection Ready for
Service Date.
4.11 Following the installation of the Equipment, Acceptance Tests shall be carried out by the Parties to ensure that the
Internet Services and applicable Connection is ready for use. If the Internet Services and Connection is not ready for use,
M24Seven shall either repair or replace, at its sole option, the Equipment or any part thereof and repeat the Acceptance Tests.
All Acceptance Tests shall, if the Customer so requires, be carried out in the presence of a duly authorised representative of
the Customer provided the representative is available at such reasonable times as M24Seven may specify.
4.12 M24Seven shall on successful completion of the Acceptance Tests present a COA Certificate for signature to the
Customer by a duly authorised representative of the Customer. The Customer shall ensure that its duly authorised
representative signs the COA Certificate without delay. If in the opinion of M24Seven the Customer delays in signing the COA
Certificate after Internet Services can be measured, M24Seven shall have the right to issue a Self Certification Notice. The
original of the COA Certificate or Self Certification Notice shall be retained by M24Seven who shall make a copy available to
the Customer’s representative at the time of delivery.
4.13 M24Seven shall be entitled to sub-contract the whole or any part of the performance of the Internet Services to any
person provided that M24Seven remains responsible to the Customer for the performance of the Internet Services in
accordance with the terms of this Agreement.
 

5. Service Levels

5.1 M24Seven shall use its reasonable endeavours to ensure that the Connection is available for use twenty-four (24) hours a
day throughout the Minimum Period and any subsequent period agreed between the Parties. M24Seven shall warrant the
Internet Services to provide the minimum service levels as set out in the Service Level Agreement.
5.2 If the Internet Services are not available as set out in clause 5.1 (other than for a Planned Outage or for a Force Majeure
event or as otherwise set out in this Agreement when M24Seven shall have no liability), M24Seven shall be liable as set out in
the Service Level Agreement in relation either to Internet Services, Tail Circuit or other M24Seven supplied services which
shall be the total of M24Seven’s liability hereunder or otherwise for lack of Availability of the Internet Services.
 

6. Customer’s Obligations

6.1 To facilitate the provision of the Internet Services and Connection, the Customer shall use its reasonable efforts to procure,
at its own expense, a secure electricity supply of such type and at such points as M24Seven shall reasonably require for each
Connection. No electricity will be supplied by M24Seven through the Customer’s or any third party’s electricity cables. The
Customer shall also procure the provision of back-up power with sufficient capacity to conform to the stand-by requirement of
the relevant British Standards as needed if the Connection, including the provision of access to Emergency services, is
required to continue uninterrupted in the event of a power failure in the principal power supply for Equipment at the Premises
and/or the Site.
6.2 The Customer will ensure that the location and position of all Equipment complies with all applicable health and safety
regulations in force on the date of this Agreement. The Customer shall pay for the relocation of any and all Equipment found to
be in breach of any such regulations. Should new legislation or regulations come into force after the commencement of this
Agreement which would require any Equipment to be relocated, the Customer will pay such relocation costs.
6.3 The Customer shall comply with the Acceptable Use Policy and shall procure that any other party using the Internet
Services shall comply with the Acceptable Use Policy.
6.4 If the Customer wishes, other than for reasons connected to applicable health and safety regulations, to move any part of
the Equipment to a different location within the Premises and/or the Site, the Customer shall give the maximum notice
reasonably practicable (but not less than three (3) months’ notice in writing). On the expiry of such notice and with the consent
of M24Seven (not to be unreasonably withheld or delayed) the Customer shall be entitled (at its own expense) to move any 
Equipment to such different location within the Premises and/or the Site. The Customer shall consult with M24Seven to ensure
that any such relocation takes place at a time when the least disruption shall be caused to M24Seven’s business.
 

7. Equipment

7.1 The Equipment shall remain the property of M24Seven or its nominee at all times and M24Seven may modify, substitute,
renew or add to the Equipment from time to time at its sole discretion provided that such modifications, substitutions, renewals
or additions shall not affect the supply of Internet Services and Connection. Where such modification would impact on a
Connection then modifications will be carried out as a Planned Outage.
7.2 The Customer shall be responsible for ensuring at all times the safe keeping and proper use of the Equipment at the Site
and/or the Premises and shall be liable for any loss or damage to the Equipment pursuant to clause 7.4. In particular, (but
without prejudice to the generality of the foregoing) the Customer covenants with M24Seven:
7.2.1 To comply with all reasonable instructions as M24Seven may notify to the Customer;
7.2.2 Not to (and to ensure that no other person shall) sell, let, transfer, dispose of, mortgage, charge, modify, repair, service,
tamper with, remove or interfere with the Equipment or suffer any distress, seizure of, or execution to be levied against, the
Equipment or otherwise do anything prejudicial to M24Seven’s rights in the Equipment;
7.2.3 To keep the Equipment at the Premises and/or the Site and stationary at all times;
7.2.4 Not to add to, modify, or in any way interfere with, the Equipment and to keep and maintain the Equipment in good repair
and condition;
7.2.5 Notwithstanding clauses 7.2.3 and 7.2.4, in the case of an Emergency, to take whatever steps as are reasonably
necessary to safeguard the Equipment and to notify M24Seven as soon as possible of the circumstances of such Emergency;
7.2.6 Other than in the event of an Emergency not to cause the Equipment to be repaired, serviced or otherwise attended to
except by an authorised representative of M24Seven;
7.2.7 Not to do anything or allow to subsist any circumstance, matter or thing, which is likely to damage the Equipment or
detract from or impair its performance or operation;
7.2.8 Not to remove, tamper with or obliterate any words or labels on the Equipment or any part thereof and in any event to
ensure the Equipment can be identified as belonging to M24Seven or its supplier;
7.2.9 To permit M24Seven to inspect or test the Equipment at all reasonable times; and
7.2.10 At the request of M24Seven to produce evidence to M24Seven that it has effected and is maintaining suitable insurance
in respect of relevant risks in accordance with standard industry practice relating to such Equipment.
7.3 For the purposes of this Agreement the “point of interconnect” for Internet interfaces for hand off will be either 10/100
Base T Ethernet, 1000 Base SX/LX or 10Gigabit LAN Phy.
7.4 The Customer shall be liable for any loss or damage howsoever caused at or beyond the Customer’s side of the point of
interconnect at the Site and/or the Premises (including but not limited to lightning or electrical damage) to any part of the
Equipment within the Site and/or the Premises and the Customer indemnifies M24Seven against all such loss or damage. The
Customer will notify M24Seven immediately of any such loss or damage.
7.5 The Customer shall obtain reasonable insurance of its liabilities under clause 7.4
7.6 For the avoidance of doubt the Customer shall not be liable for any loss or damage to the Equipment where such loss or
damage occurs before the Service Demarcation Point within the Site and/or the Premises provided that if such loss or
damage is due to the negligent, malicious or wilful action or inaction of the Customer, its employees or sub-contractors, or by
the Customer’s breach of this Agreement, the Customer shall be liable to and shall reimburse M24Seven therefore to the
extent of all losses, damages and costs incurred by M24Seven by such action and/or inaction of the Customer, its employees
or subcontractors and/or by such breach of this Agreement by the Customer.
 

8. Customer’s premises equipment

8.1 The Customer shall be responsible for procuring that the Customer’s Premises Equipment is programmed, equipped,
compatible and connected for the operation of the Internet Services and installation of the Connection in accordance with
M24Seven’s reasonable instructions and the specifications contained in the Service Level Agreement. The Customer shall be
responsible for procuring the connection of the Customer’s Premises Equipment to M24Seven’s System.
8.2 The Customer acknowledges that M24Seven shall be responsible for the repair and maintenance of Customer’s Premises
Equipment if this is delivered as part of a M24Seven managed service as specified in the SOF.
8.3 The Customer shall ensure or procure that all other Customer’s Premises Equipment that they use complies with all
relevant Laws and applicable industry standards for the time being in force. The Customer shall disconnect any Customer’s
Premises Equipment if such apparatus does not, or ceases to conform to any relevant Law or to any applicable and industry
standards for the time being in force. M24Seven reserves the right to disconnect any Customer’s Premises Equipment if the
Customer does not fulfil any of its obligations under this clause 8 or, if in the reasonable opinion of M24Seven, such apparatus
does not comply with any relevant Law or applicable industry standard for the time being in force or may cause the death of or 
any personal injury to any person, or material damage to property or materially impair the quality of the Internet Services or any
electronic communication service provided by means of M24Seven’s System.
 

9. Maintenance

9.1 M24Seven shall provide such maintenance services for the proper functioning of the Internet Services and, where
appropriate, the switching and routing equipment supplied by M24Seven, as are reasonably required to provide the Internet
Services in accordance with this Agreement and the Service Level Agreement.
9.2 The Customer shall permit M24Seven or its agents upon reasonable notice (except in an Emergency, when no notice is
required) to enter the Site and/or the Premises for the purpose of monitoring and maintaining the Equipment.
9.3 If the Customer detects any defect or impairment in the operation or performance of the Internet Services and/or applicable
Connection, it shall notify M24Seven of the nature of such defect or impairment. M24Seven shall respond promptly after such
notification and shall make the necessary corrections in accordance with the Service Level Agreement.
9.4 If M24Seven detects any defect or impairment in the operation or performance of the Equipment, it shall notify the
Customer of the nature of such defect or impairment. The Customer shall after such notification comply with its obligations
under paragraph 1.3 of the Service Level Agreement and shall make the necessary corrections in accordance with the Service
Level Agreement.
9.5 Subject to clause 9.6 below, charges for maintenance are included in the Annual Rental.
9.6 M24Seven will be entitled to charge the Customer and the Customer will pay a Service Fee at M24Seven’s then current
reasonable charging rates to the extent that the need for any maintenance results from any one or more of the following:
9.6.1 Misuse or neglect of, or accidental or wilful damage to, the Equipment where such misuse, neglect or damage occurs
beyond the point of interconnect in the Premises and/or the Site; or
9.6.2 Failure by the Customer to comply with any of the provisions of this Agreement; or
9.6.3 Fault in, or other problem associated with the Customer’s System other than the Connection PROVIDED THAT in the
case of any event referred to in clause 9.6 M24Seven shall have given the Customer reasonable written notice of its intention
to charge such Service Fee.
9.7 M24Seven reserves the right to increase the Service Fee on serving not less than one month’s written notice to the
Customer.
9.8 In the event that the Customer prevents or delays the performance of maintenance services as described in this
Agreement, M24Seven shall have the right to charge the Customer all reasonable costs incurred by such delay or prevention.
 

10. Use of Internet Services

10.1 The Customer shall at all times comply with the Acceptable Use Policy and particularly undertakes not to use or permit
anyone else to use the Internet Services and Connection:
10.1.1 To send a message or communication which is offensive, abusive, indecent, obscene or menacing; or
10.1.2 To cause annoyance or inconvenience; or
10.1.3 In a manner which is contrary to any applicable Law.
10.2 The Customer shall keep M24Seven indemnified against all liabilities, claims, damages, losses, proceedings,
compensation, costs and expenses arising out of, or in any way connected with, any such use of the Internet Services and
Connection by the Customer which infringes the Acceptable Use Policy, provided that M24Seven shall not compromise, admit
or settle any such actions without the prior written consent of the Customer which is not to be unreasonably withheld or
delayed.
 

11. Suspension of Internet Services

11.1 Without prejudice to the Parties’ other rights and remedies under this Agreement and otherwise at law and subject to
clause 11.2, M24Seven may suspend the performance of its obligations under this Agreement for a period not exceeding six
(6) months, on prior written notice to the Customer (such notice not to apply with respect to 11.1.1, 11.1.2 and 11.2) in the
event that:
11.1.1 The Customer has failed to pay the Charges in full; or
11.1.2 M24Seven is entitled to terminate this Agreement in accordance with clause 15; or
11.1.3 M24Seven is required to suspend such performance in order to comply with any Law or request of any governmental
department, emergency services organisation or other competent administrative authority PROVIDED THAT if M24Seven is
entitled to suspend this Agreement pursuant to this clause 11.1.3, M24Seven shall use its reasonable endeavours to minimise
such period of suspension.
11.2 In the event of an Emergency, M24Seven may at its sole discretion interrupt or suspend its obligations hereunder for so
long as the Emergency lasts (but no longer) without giving any notice to the Customer but shall notify the Customer as soon as 
reasonably practicable following the start of the interruption or suspension and shall use its reasonable endeavours to
minimise the period of such interruption or suspension.
11.3 Where the suspension is implemented as a consequence of the breach, fault, act or omission of the Customer, the
Customer shall reimburse M24Seven for all reasonable costs and expenses incurred by M24Seven in connection with the
implementation of such suspension (including a re-connection of service fee as set in Schedule 2) and any other service
provided by M24Seven under this Agreement as appropriate.
 

12. Charges

12.1 In consideration for the provision by M24Seven of the Internet Services in accordance with this Agreement, the Customer
will in respect of the Internet Services and each Connection provided by M24Seven under this Agreement, pay the Charges.
12.2 Subject to clause 12.5 the Installation Charge and the Annual Rental Charge relating to the Internet Services and
Connection shall remain fixed during the relevant Minimum Period.
12.3 Following the expiry of the Minimum Period, M24Seven shall be entitled to increase the Charges on giving the Customer
not less than one (1) month’s prior notice. Any revised Charges shall become payable from the date set out in the notice
served by M24Seven.
12.4 M24Seven reserves the right to impose any of the Miscellaneous Charges and reserves the right to increase such
Miscellaneous Charges on 5 Working Days’ prior notice to the Customer.
12.5 M24Seven may increase the Charges annually by the same increase in the Retail Prices Index for the previous 12
months and additionally for co-location services if electricity prices rise. Such increase for co-location services shall be 60% of
the increase of the electricity prices (i.e. a 10% rise in electricity prices would result in a 6% rise in the Charges for co-location
above the increase in the Retail Prices Index). Additional power charges will rise in line with the increases M24Seven incurs in
respect of the electricity prices.
 

13. Payment and review

13.1 All Charges payable under this Agreement shall be payable in full by direct debit (without any set off or deduction) within
fifteen days of the date of the invoice from M24Seven.
13.2 The Installation Charge on the SOF shall be invoiced by M24Seven on each relevant Connection Commencement Date
PROVIDED THAT M24Seven shall in its absolute discretion have the right to request that the Installation Charge is paid in full
prior to the date of the installation.
13.3 All Charges on the SOF shall be invoiced by M24Seven monthly in advance and the first payment due under this
Agreement shall be payable with effect from the Connection Commencement Date.
13.4 Subject to clause 12.3 the Charges shall be reviewed annually by M24Seven and the Customer shall have not less than
one (1) month’s notice of any revision to the Charges. All Charges expressed to be payable under this Agreement shall be
exclusive of VAT and the Customer shall also pay to M24Seven such additional amounts of VAT.
13.5 If the Customer shall fail to pay any amount due under this Agreement by the Due Date, M24Seven shall be entitled to
charge to and receive from the Customer interest in respect of any such amount outstanding at the Default Interest Rate
(whether before or after judgment) as at the Due Date. Such interest shall be payable from and including the day after the Due
Date until and including the date of payment in full. Such interest shall accrue day by day and shall be compounded quarterly.
13.6 In the event that M24Seven is unable to proceed with the installation of the Equipment and/or Tail Circuit (or any other
communication services set out in the SOF) due to acts or omissions of the Customer which prevent or delay installation
beyond an agreed Connection Ready for Service Date, then M24Seven shall have the right to invoice the Customer (which
invoice the Customer shall pay within 15 days of the date of the invoice from M24Seven) for all costs incurred in provisioning
such Equipment and/or other 3rd party services in readiness for that original Connection Ready for Service Date in accordance
with the terms of clause 13.2 notwithstanding any such delay in actual installation of Equipment and/or Tail Circuit. Costs will
be calculated using the Miscellaneous Charges tariffs.
13.7 The Customer agrees not to cancel or amend any direct debit instruction without the consent of M24Seven.
13.8 If specified in the SOF the Customer shall pay a deposit in the amount specified in the SOF. Any deposit shall be payable
with the first payment of the Annual Rental.
13.9 M24Seven may, at its discretion, set off such deposit against any Charges or other amounts owing to M24Seven from
time to time. No interest shall be payable in respect of the deposit. Any deposit remaining at the end of the Minimum Period
which is not set off against any Charges shall be returned to the Customer upon return of the Equipment to M24Seven in
satisfactory condition.
13.10 If M24Seven has set off any deposit under clause 13.9 the Customer shall be required to top up the deposit to the
original amount specified in the SOF.
13.11 In the event M24Seven has provided a credit facility to the Customer, M24Seven shall have the right in its absolute
discretion to withdraw the credit facility on 5 days’ prior notice to the Customer.

14. Duration
14.1
This Agreement shall come into force on the date hereof and shall continue for the Minimum Period unless it is terminated
in accordance with clause 15. After the Minimum Period has expired the Agreement will automatically continue for successive
periods of 12 months unless it is terminated under clause 14.2 or clause 15.
14.2 Either Party shall have the right to terminate this Agreement after the expiry of the Minimum Period subject to giving the
other Party not less than three (3) months’ prior written notice.
 

15. Termination

15.1 Notwithstanding anything to the contrary in this Agreement, either Party (without prejudice to its other rights) shall be
entitled to terminate this Agreement forthwith by notice to the other Party if:
15.1.1 Any licence granted to M24Seven for the provision of the Internet Services and Connection is revoked or otherwise
varied for any reason whatsoever and is not immediately replaced by a licence that would permit M24Seven to continue to
provide the Internet Services on the same terms and conditions as set out in this Agreement, in which event M24Seven shall
give the Customer the maximum period of notice of termination practicable in the circumstances; or
15.1.2 Any action or proceedings under insolvency law is taken against the other Party or the other Party makes any
arrangement or compromise with its creditors, or ceases to carry on business or suffers any execution or distress over its
assets, or shall be the subject of a voluntary or compulsory liquidation (other than for the purpose of reconstruction or
amalgamation) or an administrator or administrative receiver is appointed; or
15.1.3 The other Party commits a material breach of any of the provisions of this Agreement (including without limitation, nonpayment
of the Charges or a breach of the Acceptable Use Policy and/or breach of intellectual property right by the Customer)
and, in the case of a material breach of any of the provisions which is capable of remedy, the defaulting party fails to remedy
the same within 30 Working Days after receipt of a notice in writing from the other Party giving particulars of the breach and
requiring it to be remedied. If the Customer terminates this Agreement it may do so by email to sales@m24seven.com (in
cases where the Internet Services are provided through the London Office email should also be sent to info@venus.co.uk)
provided a copy of that notice is also sent to M24Seven by letter in accordance with clause 24.
15.2 If the Customer and/or the owner and/or the landlord of the Premises, or loss of line of sight to the Equipment, prevents
M24Seven from delivering the Internet Services or the Customer is unable to meet the conditions referred to in the SOF,
M24Seven shall be entitled to terminate this Agreement forthwith by notice to the Customer.
15.3 The right to terminate this Agreement shall not prejudice any other right or remedy of either Party in respect of any breach
or any rights, obligations or liabilities accrued prior to termination.
15.4 Upon the termination of this Agreement, the Customer will immediately cease to use the Internet Services and M24Seven
will, subject to M24Seven having a right of set off for any payment due to M24Seven repay to the Customer the appropriate
proportion of any Charges paid in advance for any period ending after the Customer’s liability to pay such Charges ceases
PROVIDED THAT M24Seven shall not be liable to repay any Charges where this Agreement is terminated as a result of the
Customer’s breach.
15.5 Without prejudice to the Parties’ other rights and remedies under this Agreement or otherwise at law, if this Agreement is
terminated by M24Seven in accordance with clauses 15.1.2, 15.1.3 and 15.2 the Customer shall pay M24Seven all arrears of
Charges and sums due and payable to M24Seven under this Agreement until the expiry of the Minimum Period or the date of
termination (if longer).
15.6 The termination or expiry of this Agreement shall not operate so as to terminate any Site Wayleave.
15.7 The obligations of the Parties under this Agreement, which are of a continuing nature and capable of surviving expiry or
termination of this Agreement, shall continue in full force and effect notwithstanding such expiry or termination.
 

16. Force Majeure

16.1 Neither Party (for the purpose of this clause, the “Affected Party”) shall be liable for any failure to perform its obligations
under this Agreement caused by an act of God, insurrection or civil disorder, terrorism, war or military operations, national or
local emergency, acts or omissions of government, highway authority, industrial disputes of any kind (not involving employees
of that Affected Party or of sub-contractors working for that Affected Party pursuant to this Agreement), fire, lightning,
explosion, subsidence, inclement weather, insolvency of a supplier, acts or omissions of persons or bodies for whom the
Affected Party is not responsible (which shall include, but not be limited to, third party communication suppliers to M24Seven)
or any other cause whether similar or dissimilar outside the reasonable control of that Affected Party PROVIDED THAT, in
such circumstances the Affected Party can demonstrate that it has taken all reasonable steps to continue to perform its
obligations under this Agreement.
16.2 The Affected Party shall promptly notify the other of the estimated extent and duration of such inability to perform its
obligations (for the purposes of this clause 16, a “Force Majeure Notification”).
16.3 Upon cessation of the delay or failure resulting from the event of Force Majeure the Affected Party shall notify the other of
such cessation.
16.4 If, as a result of the event of Force Majeure, the performance of the Affected Party’s obligations under this Agreement is
only partially affected, such Affected Party shall, subject to the provisions of clause 16.5, nevertheless remain liable for the
performance of those obligations not affected by the event of Force Majeure.
16.5 In the case of an Affected Party making a Force Majeure Notification then:
16.5.1 If the delay or failure caused by the event of Force Majeure lasts for a continuous period of three (3) months or less
from the date of the Force Majeure Notification (whether or not notice of cessation has been given pursuant to clause 16.3)
any obligation outstanding shall be fulfilled by the Affected Party as soon as reasonably possible after the event of Force
Majeure has ended, save to the extent that such fulfilment is no longer possible or is not required by the other Party; or
16.5.2 If the delay or failure caused by the event of Force Majeure lasts for more than three (3) months from the date of the
Force Majeure Notification and notice of cessation has not been given pursuant to clause 16.3 and such event of Force
Majeure prevents the Affected Party from performing such Affected Party’s obligations in whole or in part during that period,
the other Party shall be entitled (but not obliged) to terminate this Agreement by giving not less than thirty (30) Working Days’
written notice to the Affected Party on expiry of the said three (3) months period PROVIDED THAT such notice shall be
deemed not to have been given in the event that notice of cessation of the event of Force Majeure given pursuant to clause
16.3 is received by the other Party prior to the expiry of the thirty (30) Working Days’ written notice.
16.6 If this Agreement is not terminated in accordance with the provisions of clause 16.5.2 then any obligations outstanding
shall be fulfilled by the Affected Party as soon as reasonably possible after the event of Force Majeure has ended, save to the
extent that such fulfilment is no longer possible or is not required by the other Party.
16.7 Irrespective of the occurrence of any Force Majeure event, the Customer shall continue to pay all Charges due under
this Agreement unless and until such time as this Agreement is terminated pursuant to clause16.5.2.
 

17. Limitations of Liability

17.1 Nothing herein shall limit either party’s liability for death or personal injury resulting from its own negligence or that of its
employees, agents or contractors while acting in the course of their employment.
17.2 Nothing in this Agreement shall exclude or restrict any liability of either party which cannot by law be excluded or
restricted.
17.3 Subject to clauses 17.1 and 17.2, and except as provided for in clause 17.4, the aggregate liability of each Party to the
other or any third party (whether in contract, tort, breach of statutory duty or otherwise) arising by reason of, or in connection
with, this Agreement shall be limited to one year’s Annual Rental payable under the SOF in the relevant year in which the
relevant claim arises.
17.4 Subject to clauses 17.1 and 17.2, neither Party shall be liable to the other or any third party for any indirect, consequential
or special loss howsoever arising. For the purposes of this Agreement, “indirect or consequential loss” includes but is not
limited to, loss or corruption of, or damage to, computer data, wasted management time, loss of revenue, loss of profits, loss of
anticipated savings, business or goodwill or loss of turnover.
17.5 The provision of the Internet Services under this Agreement is supplied in accordance with the Service Level Agreement
and M24Seven’s sole obligations and liabilities in respect of that provision are as stated in this Agreement and all other
innocent or negligent representations (but not fraudulent), conditions, warranties and terms express or implied whether by
statute, law or otherwise are hereby excluded to the fullest extent permitted by law.
17.6 Nothing in this Agreement shall limit or exclude the liability of M24Seven or the Customer for breach of the terms implied
by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession) or any other liability which cannot be
limited or excluded by applicable law.
17.7 The terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by
law, excluded from this Agreement.
17.8 This clause 17 shall survive termination of this Agreement.
 

18. Confidentiality

18.1 In this clause 18, “Confidential Information” means all information disclosed (whether in writing, orally or by another
means and whether directly or indirectly) by a Party (for the purposes of this clause 18, the “Disclosing Party”) to the other
Party (for the purposes of this clause 18, the “Receiving Party”) whether before or after the date of this Agreement.
18.2 During the term of this Agreement and after the termination or expiration of this Agreement for any reason, the Receiving
Party:
18.2.1 May not use Confidential Information for a purpose other than the performance of its obligations under this Agreement;
and
18.2.2 May not disclose Confidential Information to a person except with the prior written consent of the Disclosing Party.
18.3 Clause 18.2 does not apply to Confidential Information which:
18.3.1 Is at the date of this Agreement or, at any time after that date, becomes publicly known other than by the Receiving
Party’s breach of this Agreement; or
18.3.2 Can be shown by the Receiving Party to the Disclosing Party’s reasonable satisfaction to have been known by the
Receiving Party before disclosure by the Disclosing Party to the Receiving Party; or
18.3.3 Is required to be disclosed under any Law or by any stock exchange or other regulatory requirements.
18.4 This clause 18 shall remain in force for five (5) years following the termination or expiration of this Agreement.
 

19. Publicity

Subject to clause 18 and the Proviso below the Parties may refer to each other by name, trade name and/or trademark on their
respective websites and, if applicable, may include a brief description of each other’s business in their respective marketing
materials and website. The Parties may also directly or indirectly make public announcements, give releases or statements to
the press, television, radio or other media relating to, or connected with, this Agreement (in this clause “Publicity”),
PROVIDED THAT the Parties agree that no Publicity shall be given by either Party either directly or indirectly that is negative,
derogatory or in any way adverse in nature to the interests of the other Party.
 

20. Intellectual Property Rights

20.1 Copyright and all other proprietary rights in all documents, drawings and information supplied by M24Seven to the
Customer in connection with this Agreement shall remain vested in M24Seven or the copyright owner. Such documents,
drawings and information are confidential and shall not be copied, disclosed or used (except for the purpose for which they
were supplied) without the prior written consent of M24Seven.
20.2 Copyright and all other proprietary rights in all documents, drawings and information supplied by the Customer to
M24Seven in connection with this Agreement shall remain vested in the Customer or the copyright owner. Such documents,
drawings and information are confidential and shall not be copied, disclosed or used (except for the purposes for which they
were supplied) without the prior written consent of the Customer.
 

21. Assignment

21.1 Subject to clause 21.2, neither Party shall assign, novate, delegate or otherwise deal with all or any of its rights or
obligations under this Agreement (apart from on a solvent amalgamation or reorganisation) without the prior written agreement
of the other Party which is not to be unreasonably withheld or delayed.
21.2 Either Party may assign this Agreement to a member of its Group. If the Customer wishes to transfer its rights and
liabilities to another party and M24Seven is required to enter into a deed of novation the Customer shall pay M24Seven’s
reasonable legal costs for approving the deed of novation.
21.3 For the avoidance of doubt, nothing in this clause 21 shall prevent the Customer from using a Connection as part of any
service it offers to its customers.
 

22. Entire Agreement and Variations

22.1 This Agreement and any documents referred to in it constitutes the entire Agreement between the Parties relating to the
subject matter of this Agreement and supersedes any previous agreements and all prior representations made between the
Parties, whether orally or in writing.
22.2 In the event of any inconsistencies between the contents of any of the following documents, the order of precedence shall
(unless expressly stated to the contrary) be as follows: (i) the SOF; (ii) the main terms and conditions of this Agreement
contained in clauses 1 to 26 (inclusive)), (iii) the Service Level Agreement (iv) the Miscellaneous Charges and (v) the
Acceptable Use Policy. A variation of this Agreement is valid only if it is in writing and signed on behalf of each Party.
22.3 Each Party agrees that it did not rely on any statement made by the other party before the signature of this Agreement in
entering into this Agreement and hereby waives any remedy which but for this clause 22.3 might otherwise be available to it in
respect of any untrue statement (whether made innocently or negligently) before the signature of this Agreement.
 

23. General

23.1 No one other than a party to this Agreement and an Associate shall have any right to enforce any of its terms under the
Contracts (Rights of Third Parties) Act 1999.
23.2 Failure by either Party at any time to enforce any of the provisions of this Agreement shall not be construed as a waiver
by such Party of any such provision or in any way affect the validity of this Agreement or any part hereof.
23.3 No granting of time or other forbearance or indulgence by either Party to the other Party shall in any way release,
discharge or otherwise affect the liability of the other Party under this Agreement.
23.4 If any provision of this Agreement shall be prohibited or adjudged by a court of competent jurisdiction to be unlawful, void
or unenforceable, such provision shall to the extent required be severed from this Agreement and rendered ineffective as far
as possible without modifying the remaining provisions of this Agreement and shall not in any way affect any other
circumstances or the validity or enforcement of this Agreement.
23.5 This Agreement may be executed in any number of counterparts each of which when executed and delivered is an
original, but all the counterparts together constitute the same document.
23.6 M24Seven shall be entitled to amend these standard terms and conditions (and the Agreement shall be amended
accordingly) by giving not less than 20 Working Days’ written notice to the Customer. If the relevant amendment is not required
by law and materially affects the Internet Services the Customer shall have the right to terminate this Agreement by serving on
M24Seven not less than 14 Working Days’ written notice to terminate this Agreement, provided that such notice is served
within the period of 14 Working Days commencing on the date M24Seven notifies the Customer of the relevant amendment.
 

24. Notices

24.1 Any notice, invoice or other document or communication required to be given for the purposes of this Agreement shall be
given by post or by e-mail to sales@m24seven.com and where the Internet Services are provided through the London Office
email shall also be by email to info@venus.co.uk Notice served by e-mail must be confirmed in writing within two (2) days of
transmission by the sender to be valid. Any letter sent for the purposes of this Agreement shall, if addressed to M24Seven
and/or Venus Business Communications Ltd, be sent to The Company Secretary, Venus Business Communications Ltd, Cobra
Court, Ball Green, Stretford, Manchester M32 0QT and if addressed to the Customer be sent to the Customer’s address on the
RFQ or to such other address of which notice has previously been notified by the party to be served.
24.2 Notice delivered by hand shall be deemed received when left. Notice given by post shall be deemed as served three days
after the date of posting.
 

25. Customer Data


25.1 The Customer shall own all rights, title and interest in and to the Customer Data and shall have sole responsibility for
ensuring the security, legality, reliability, integrity, accuracy and quality of the Customer Data.
25.2 Unless otherwise agreed M24Seven shall not be responsible for undertaking back-up of any Customer Data and the
Customer shall be solely responsible for undertaking back-up of the Customer Data and shall ensure that such back-up copies
are recorded on media from which the Customer Data can be re-loaded by the Customer in the event of any corruption or loss
thereof and kept safe.
25.3 The Customer shall be solely responsible for obtaining all necessary consents in respect of its processing of
Customer Data.
25.4 The Parties agree that for the purposes of the Data Protection Legislation the Customer shall, in respect of all Customer
Data which is personal data, be the Data Controller and M24Seven shall be the Data Processor.

26. Governing Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with English Law and the Parties hereby irrevocably agree
to submit to the exclusive jurisdiction of the English courts.

SCHEDULE 1

Service Level Agreement

1. Fault Management


1.1 Faults may be reported to the M24Seven Support Desk as set out in Schedule 3 at which time a Fault Reference Number
will be issued.
1.2 M24Seven will in the Notification Period take all reasonable steps to restore the Internet Services in accordance with the
terms of this Agreement.
1.3 On notification of a Fault by the Customer to the M24Seven Support Desk, the Customer shall perform all necessary inhouse
tests to the Service Demarcation Point as specified by M24Seven and shall co-operate fully with M24Seven’s Support
Desk in order to locate any Fault.
1.4 M24Seven System
1.4.1 From the end of the Notification Period, the Target Time to Repair for a Service Affecting Fault is set out below.
1.4.2 From the end of the Notification Period, the Target Time to Repair for a Non Service Affecting Fault on the M24Seven
Network is 3 Working Days.
1.4.3 If a Target Time to Repair for a service is not specified M24Seven shall respond within 4 Office Hours from the end of the
Notification Period and will use reasonable endeavours to repair the Service Affecting Fault.
1.4.4 If M24Seven does not meet the Target Time to Repair for a Service Affecting Fault the Customer may claim
compensation (at the Customer’s sole option) as set out below PROVIDED THAT in calculating the hours past the Target Time
to Repair there shall be deducted from such calculation any period of time M24Seven is unable to repair the Service Affecting
Fault as a result of the Customer’s breach of this Agreement, or a disruption to the power supply to the Equipment, or a
disruption to the Internet Services caused by the Customer or the Customer’s own equipment, or a failure by the Customer to
provide access to the Site and/or the Premises or as a result of an event of Force Majeure PROVIDED ALWAYS that
M24Seven’s total aggregate liability to the Customer under this Service Level Agreement shall not exceed the sum of one
year’s Annual Rental for the relevant Connection which has the Service Affecting Fault.
1.4.5 Where a Fault occurs outside Office Hours and M24Seven’s engineer is required to attend the Premises and/or the Site
during darkness or severe inclement weather, the Target Time to Repair may be suspended for such period as it considers
reasonably necessary if M24Seven considers that a health and safety hazard exists. M24Seven will provide as much notice
as is reasonably possible if it intends to postpone the Target Time to Repair.
1.4.6 Where a permanent repair/solution is not possible within the Target Time to Repair, M24Seven in its absolute discretion
may provide a temporary repair/solution to ensure the Internet Services are restored within the Target Time to Repair.
 

Target time to repair

Service Description  SLA Target Mean Time to Repair Reasonable
endeavours Support
Escalation
process
Radio Fixed Wireless Access -
Direct Internet Access
99.95% 4   Yes
Radio Fixed Wireless Access -
MPLS
99.95% 4   Yes
Radio Fixed Wireless Access -
P2P
99.95% 4   Yes
Fibre Ethernet - Direct Internet
Access
 
99.95% 5   Yes
Fibre Ethernet - MPLS  99.95% 5   Yes
Fibre Ethernet - Point-to-Point  99.95% 5   Yes
EFM (DIA-MPLS-P2P)  99.95% 7   Yes
FTTC (DIA-MPLS-P2P)  N/A N/A Yes No
ADSL (DIA-MPLS-P2P)  N/A N/A Yes No
3G Anywhere Connect  N/A N/A Yes No



Office Hours past Target Time to Repair Amount of Compensation

Hours past
Target Time to
Repair
Amount of
Compensation
2 – 4 One (1) day of the
monthly fee paid for
each affected 
Connection
4 – 8 Two (2) days of the
monthly fee paid for
each affected
Connection
8 – 16 Three (3) days of the
monthly fee paid for
each affected
Connection
More than 16 Five (5) days of the
monthly fee paid for
each affected
Connection


1.4.7 Any compensation awarded to the Customer pursuant to this Agreement will be credited by M24Seven against the next
following payment due from the Customer or if no payment is due it will be payable by M24Seven by cheque to the Customer
at the end of the next following Quarter. Any sums recovered by the Customer for a failure by M24Seven to meet a Target
Time to Repair shall be deducted from any compensation due to the Customer for a failure by M24Seven to meet Internet
Services Availability levels as detailed in this Service Level Agreement, if attributable to the same Fault.
1.4.8 For the avoidance of doubt compensation is not payable for a Non Service Affecting Fault or for any service where a
Target Time to Repair is not specified in the SOF.
 

1.5 Switch/router supplied by M24Seven
 

1.5.1 From the end of the Notification Period, the Target Time to Repair for a Service Affecting Fault on any switch or router
supplied and maintained by M24Seven under the terms of this Agreement are:

During Office
Hours
Next
Working
Day
Outside Office
Hours
Next
Working
Day



Where a Fault occurs during any period outside Office Hours (whether or not it commences or finishes during Office Hours) the
Target Time to Repair shall be as for outside Office Hours.


1.5.2 If M24Seven does not meet the above Target Time to Repair for the switches/or routers supplied by M24Seven the
Customer may claim compensation (at the Customer’s sole option) as set out below PROVIDED THAT in calculating the hours
past the Target Time to Repair there shall be deducted from such calculation any period of time M24Seven is unable to repair
the Service Affecting Fault as a result of the Customer’s breach of this Agreement, or a disruption to the power supply to the
Equipment, or a disruption to the Internet Services caused by the Customer or the Customer’s own equipment, or a failure by
the Customer to provide access to the Site and/or the Premises or as a result of an event of Force Majeure PROVIDED
ALWAYS
that M24Seven’s total aggregate liability to the Customer under this Service Level Agreement shall not exceed the
sum of one year’s Annual Rental for the relevant Connection:

Hours past
Target Time to
Repair
Amount of
Compensation

2 – 4
One (1) day of the
monthly fee paid for
each affected
Connection
4 – 8
Two (2) days of the
monthly fee paid for
each affected
Connection
8 – 16
Three (3) days of the
monthly fee paid for
each affected
Connection
More than 16 Five (5) days of the
monthly fee paid for
each affected
Connection


2. Internet Connectivity Standard Service Level

2.1 Availability


2.1.1 M24Seven guarantees the Availability of IP traffic across its M24Seven System to the point of traffic egress to the Public
Internet to be at least 99.95%. The calculation used is based on the recorded number of Service Affecting Faults per
Connection within the Measurement Period.
2.1.2 If the Availability level on the M24Seven System falls below 99.95% per annum, the Customer may claim compensation
as set out below PROVIDED THAT in calculating the Availability level on the M24Seven System there shall be deducted from
such calculation any period of time M24Seven is unable to provide the Internet Services as a result of a Planned Outage, the
Customer’s breach of this Agreement, or a disruption to the power supply to the Equipment, or a disruption to the Internet
Services caused by the Customer or the Customer’s own equipment, or a failure by the Customer to provide access to the Site
and/or the Premises or as a result of an event of Force Majeure PROVIDED ALWAYS THAT M24Seven’s total aggregate
liability to the Customer under this Service Level Agreement shall not exceed the sum of one year’s Annual Rental for the
relevant Connection.

 


Connection Availability at
end of Measurement
Period
Amount of
Compensation

0.01% - 0.1% below 99.95%
5% of Annual Rental of
the affected Connection
0.11% - 0.25% below
99.95%
7.5% of Annual Rental
of the affected
Connection
More than 0.251% below
99.95%
10% of Annual Rental of
the affected Connection


2.1.3 The above compensation is calculated at the end of the Measurement Period and will be credited by M24Seven against
the next following payment due from the Customer or if no payment is due, it will be payable by M24Seven by cheque to the
Customer at the end of the next following Quarter. Compensation payable to the Customer for failure to meet the Target Time
to Repair under paragraphs 1.4 and 1.5 above shall be deducted from the above compensation payments if attributable to the
same Fault.
2.1.4 In calculating the Availability of each Connection, any Service Affecting Fault attributable to the loss of Internet Services
or failure in the operation of switches and/or routers supplied by M24Seven shall not be taken into account.
2.1.5 For the avoidance of doubt compensation is not payable for a Non Service Affecting Fault or for any service where a
Target Time to Repair is not specified in the SOF.
 

2.2 Latency

2.2.1 For Latency measurement purposes, M24Seven divides the network into zones, namely the Access Zone, the M24Seven
Zone (M24Seven’s national IP network) and the 3nd zone called the “Public Internet Zone”. If the Access Zone is terminated at
the Service Demarcation Point with a M24Seven Network Interface Device, then M24Seven target that the round trip Latency
between the Service Demarcation Point and a M24Seven Network Core Internet Router will be no greater than 30ms. If no
such device is provided, then M24Seven target that the round trip Latency between the M24Seven Network PoP and a
M24Seven Network Core Internet Router will be no greater than 50ms. If the Latency so identified is greater than the target,
the Customer may claim re-imbursement up to 10% of the monthly rental for the relevant Connection, PROVIDED THAT in
calculating the average round trip Latency there shall be deducted from such calculation any increase in the Latency as a
result of the Customer’s breach of this Agreement, or a disruption to the power supply to the Equipment, or a disruption to the
Internet Services caused by the Customer or the Customer’s own equipment, or a failure by the Customer to provide access to
the Site and/or the Premises or as a result of an event of Force Majeure PROVIDED ALWAYS THAT M24Seven’s total
aggregate liability to the Customer under this Service Level Agreement shall not exceed the sum of one year’s Annual Rental
for the relevant Connection.
2.2.2 The Latency between the M24Seven Network PoP (or the Service Demarcation Point if a Network Interface Device is
provided) and the designated Core Internet Router will be monitored and reported to the Customer only if the Customer so
requests, and M24Seven agrees to such monitoring taking place. M24Seven will agree to such a request once a Quarter, if
necessary. The Latency will be calculated by averaging the Latency measurements recorded over a 60 minute period. Any
compensation awarded to the Customer pursuant to this Agreement will be credited by M24Seven against the next following
payment due from the Customer or if no payment is due it will be payable by M24Seven by cheque to the Customer at the end
of the relevant monitoring Quarter.
2.2.3 Latency on access ports below 10Mbps will be targeted for 64 byte frames only.
2.2.4 In respect of a 3rd party circuit, M24Seven will be liable to the Customer for compensation for Latency to the extent only
that a third party supplier is liable to M24Seven.
 

2.3 Public Internet zone performance


2.3.1 Latency target and Credits
Public Internet Zone “Network Latency” refers to the period of time taken for an IP packet to travel between M24Seven
upstream Tier 1 IP Transit provider’s nominated core internet nodes and back again (also referred to as RTT or Round Trip
Time). M24Seven target average Network Latency between these nominated core nodes in the Public Internet Zone as
identified in the table below not to exceed the following thresholds during a calendar month:

Region
Description
Target average network latency (during a
calendar month)
Intra-Europe Averaged RTT across all links between -
European Core Nodes 50 ms
Europe-US* Averaged RTT between Europe and the US
(the New York PoP) 250 ms


Network Latency in the Public Internet Zone shall be demonstrated by M24Seven’s upstream transit providers based on
averaging sample measurements taken during a calendar month. When the target is not met, the Customer shall be entitled to
request a credit equal to the pro-rated charges for the affected Internet Services for two (2) days during the calendar month in
which the Network Latency target was not achieved.
2.3.2 Packet Loss Target and Credits
M24Seven target that average packet loss between its nominated core internet nodes in the Public Internet Zone across the
identified regions will not exceed the following thresholds during a calendar month:

Region
Description
Target average network latency (during a
calendar month)
Intra-Europe Averaged packet loss across all links between
Nominated Upstream Provider European core nodes
0.3 %
Europe-US* Averaged packet loss between Nominated
Upstream Provider Europe and the US (New York
PoP) 0.3 %


Packet loss shall be determined by the Nominated Upstream Provider based on averaging sample measurements taken during
a calendar month. When the target is not met, the Customer shall be entitled to request a credit equal to the charges for the
affected IP Service for two (2) days during the calendar month in which the packet loss target was not achieved.
 

2.4 Changes in Bandwidth
2.4.1 Subject to paragraph 2.4.5 the Customer may submit to M24Seven by email, a request for M24Seven to increase or
decrease the bandwidth of any particular Connection (the “Capacity Change Request”).
2.4.2 M24Seven will acknowledge the Capacity Change Request and confirm whether the bandwidth capacity is available to
execute the Capacity Change Request. M24Seven will, subject to the capacity limits of any associated Tail Circuit, arrange for
the appropriate increase or decrease in capacity to the Customer’s Connection.
2.4.3 The target response time to vary the bandwidth is 24 hours from the M24Seven acknowledgement being sent to the
Customer.
2.4.4 The Customer’s invoice reflecting the change in bandwidth will be incorporated in the next invoice to be sent to the
Customer following the relevant bandwidth change. The minimum duration of any Capacity Change Request will be one
calendar month from the date of the change in bandwidth being effected.
2.4.5 The Customer may not request a decrease of bandwidth below the Customer’s Initial Capacity Order.
2.4.6 For the avoidance of doubt compensation is not payable if M24Seven does not meet the target time to vary the
bandwidth set out in paragraph 2.4.3.

3. Service Level for circuits connecting the Premises and/or Site to the M24Seven Network

3.1 M24Seven target the Availability of a Connection it provides as part of the Internet Services from the Service Demarcation
Point to the Public Internet to be at least 99.95%. The calculation used is based on the recorded number and duration of
Service Affecting Faults per Connection within the Measurement Period.
3.2 If the performance level of the Internet Services delivered to the Service Demarcation Point falls below the relevant
supplier’s quoted % availability per annum, the Customer may claim compensation set out below PROVIDED THAT in
calculating the Availability of a Connection there shall be deducted from such calculation if the Availability is disrupted as a
result of a Planned Outage, the Customer’s breach of this Agreement, or a disruption to the power supply to the Equipment, or
a disruption to the Internet Services caused by the Customer or the Customer’s own equipment, or a failure by the Customer to
provide access to the Site and/or the Premises or as a result of an event of Force Majeure PROVIDED ALWAYS THAT
M24Seven’s total aggregate liability to the Customer under this Service Level Agreement shall not exceed the sum of one
year’s Annual Rental for the relevant Connection.
3.3 In calculating the Availability of each Connection, any Service Affecting Fault attributable to the loss of service or failure in
the operation of switches and/or routers supplied by M24Seven shall not be taken into account.
3.4 The above compensation is calculated at the end of the Measurement Period and will be credited by M24Seven against
the next following payment due from the Customer or if no payment is due, it will be payable by M24Seven by cheque to the
Customer at the end of the next following Quarter. Compensation payable to the Customer for failure to meet Target Time to
Repair shall be deducted from the above compensation payments if attributable to the same Fault.
3.5 For the avoidance of doubt compensation is not payable for a Non Service Affecting Fault or for any service where a
Target Time to Repair is not specified in the SOF.

Connection Availability at end
of Measurement Period
Amount of
Compensation

0.01%-0.09% below quoted
availability
5% of annual rental of the
affected Connection
0.1%-0.34% below quoted
availability
7.5% of annual rental of
the affected Connection
0.35% or more below quoted
availability
 
10% of annual rental of
the affected Connection


4. Tail Circuits

4.1 M24Seven’s liability for Target Time to Repair, circuit Availability, and Latency in respect of a 3rd party Tail Circuit will at no
time better the published contractual liability of the third party supplier of such Tail Circuit.
4.2 Following payment of compensation to M24Seven by the third party supplier, M24Seven will credit the Customer with the
relevant compensation against the next following payment due from the Customer, or, if no further payments are due from the
Customer, M24Seven will pay compensation by cheque to the Customer at the end of the next following Quarter.


5. Outages/Re-routing

5.1 In maintaining the Internet Services, M24Seven may with reasonable notice, request a Planned Outage or re-routing of the
Internet Services. Wherever reasonably possible M24Seven will notify the Customer of the Planned Outage or re-routing at
least 20 Working Days in advance and will co-operate with the Customer as to timing of the Planned Outage or re-routing.
However, if M24Seven and the Customer cannot agree the timing of the Planned Outage and/or re-routing, then the decision
by M24Seven shall be final. When notice of a Planned Outage and/or re-routing has been given to the Customer, the
Customer will not be entitled to any compensation and lack of Availability will not be counted in any Measurement Period.

5.2 If there is an Outage and/or re-routing that has not been previously notified to the Customer, this will be regarded as a
Fault.

6. Customer Responsible Faults

M24Seven is not responsible for any Fault identified as attributable to the Premises, the Site, the Customer’s equipment, a
breach of this Agreement by the Customer, a disruption in the Customer’s power supplies or the action or inaction of the
Customer’s employees and/or agents or a failure of the Customer to provide access to the Site and/or the Premises. In such
event M24Seven will quote its terms and conditions (including price) for any remedial work necessary for M24Seven to fulfil its
obligations under this Agreement but the provisions relating to Target Time to Repair shall not apply and the lack of Availability
will not be counted in any Measurement Period. In the event of responsibility being the subject of dispute between M24Seven
and the Customer then the decision of M24Seven in this regard shall prevail.

7. Third Party Attributable Faults

If a Fault is identified as being attributable to a third party (i.e. neither the Customer nor M24Seven), including loss of line of
sight to the Equipment, the lack of Availability will not be counted in any Measurement Period. In such event M24Seven will
use all reasonable endeavours to restore the Internet Services within the Target Time to Repair but will not be liable to pay the
Customer compensation as a result of any Fault attributable to a third party or loss of line of sight to the Equipment.

8. Cancellation of Service

8.1 If the Customer cancels the order set out in the SOF prior to the Connection Ready for Service Date the Customer shall
upon demand immediately pay to M24Seven the following; (i) all third party costs directly incurred in consequence of
cancellation by the Customer; and (ii) the relevant Miscellaneous Charges listed in Schedule 2.
8.2 Where an Installation Charge was not payable or it was discounted, M24Seven may at its sole discretion claim from the
Customer reasonable costs (including but without limitation all third party costs) incurred as a result of such cancellation and
the Customer shall become liable for payment of such costs forthwith. Where an Installation Charge was discounted the
amounts claimed under this paragraph 8.2 shall be in addition to any sums claimed under paragraph 8.1.
8.3 The above amounts are payable in addition to any termination payments due under this Agreement.

9. Modification of the Internet Services

9.1 If the Customer significantly modifies the order set out in the SOF (e.g. changes an address, point of presence or network
presentation) prior to the Connection Ready for Service Date the Customer shall be liable to pay, in addition to the Installation
Charge, the relevant Miscellaneous Charges set out in Schedule 2.
9.2 Where an Installation Charge was not payable or it was discounted, M24Seven may at its sole discretion claim reasonable
costs incurred as a result of the modification of the Internet Services and the Customer shall become liable for payment of such
costs forthwith. Where an Installation Charge was discounted the amounts claimed under this paragraph 9.2 shall be in
addition to any sums claimed under paragraph 9.1.
9.3 Where the Customer modifies the order set out in the SOF, M24Seven will present the Customer with a revised installation
charge (‘revised installation charge”).
9.4 If such revised installation charge is LESS than the Installation Charge, the amount due under this paragraph 9 will be
credited by M24Seven against the revised installation charge.
9.5 If such revised installation charge is MORE than the Installation Charge, the amount due under this paragraph 9 will be
added by M24Seven to the revised installation charge and shall be payable by the Customer in accordance with clause 12 of
this Agreement.
9.6 If the Customer modifies the order set out in the SOF by requesting a “Move and Change” for either the “A” end location
and/or address and/or a “B” end location and/or address of a Connection and/or an increase/decrease in bandwidth for a
Connection already installed by M24Seven, the Customer shall be liable to pay all relevant costs incurred by the relevant Move
and Change. This paragraph shall apply to all Internet Services provided by M24Seven under the terms of this Agreement.

10. Escalation

In the event of M24Seven’s normal point of contact (nominated and/or as may be amended from time to time) not being able to
respond satisfactorily the following escalation procedures should be used.
Any requests from either Party for the escalation procedure(s) to be implemented should be initiated through the relevant
Network Operations Personnel identified in the table below or as notified from time to time.

Level

M24Seven Contacts Escalation
1 Support Desk 2 hours after
initial fault is
reported
2 Support Desk
Team Leader
1 hour after
level 1
escalation
3 Technical
Support
Manager
3 hours after
level 1
escalation
 
4 Services
Director
5 hours after
level 1
escalation

M24Seven operates a personnel roster system for escalation purposes and provides a series of Duty Officers for levels 1 to 3.
Accordingly, the dedicated telephone number for Duty Officers is set out in Schedule 3.

11. Claims Procedures

Fault Handling: All claims for compensation under these terms of this Agreement must be submitted to the M24Seven Account
Executive within 30 days of the date of the Fault Reference Number.
Internet Services Availability: All claims must be submitted to the M24Seven Account Executive within 30 days from the end of
the Measurement Period.
Service Delivery: All claims regarding late delivery must be submitted to M24Seven within 30 days from Actual Delivery Date.

12. Service Level Agreement definitions

In this Service Level Agreement unless listed below all words and phrases shall have the same meaning as defined in clause 1
of this Agreement. The following terms shall have the following meanings:

“Actual Delivery Date” the actual date on which M24Seven provides the Connection tested and ready to use;
“Availability” the time for which the Internet Services and a Connection is available. A Connection shall be deemed
unavailable if it is completely interrupted for greater than 30 consecutive seconds;
“Core Internet Router” is that router (or routers) in the M24Seven Network that (together) form the gateway between the
M24Seven Network and the Public Internet. The designation of such routers may change from time to time.
“Fault” a Service Affecting Fault and/or a Non Service Affecting Fault;
“Fault Reference Number” the unique number issued when logging a Fault with M24Seven’s Support Desk;
“Initial Capacity Order” the initial capacity requested by the Customer for the Minimum Term as stated in the SOF;
“Latency” the amount of time elapsed or the delay between receiving and transmitting a packet across the M24Seven
Network.
“Measurement Period” periods of twelve (12) calendar months, the first being calculated from the Actual Delivery Date;
“M24Seven Network” the collection of M24Seven Network PoPs, network equipment and transmission facilities used to
interconnect the M24Seven Network PoPs as may be amended or re-engineered from time to time.
“M24Seven Network PoP” a point of presence on the M24Seven Network where M24Seven equipment is located for the
aggregation of customers onto the M24Seven Network (excluding the Premises and/or the Site).
“M24Seven Support Desk” M24Seven’s support desk from where M24Seven Network management functions are directed;
“Nominated Upstream Provider” M24Seven selects, at its own sole discretion from time to time, certain providers of Internet
Transit service. The services from these providers allow international internet service.
“Non Service Affecting Fault” any fault which does not cause a material interruption to the Internet Services;
“Notification Period” the period of 1 hour from the time a Fault is reported to M24Seven’s Support Desk or an alarm is
registered by M24Seven’s fault management centre;
“Office Hours” 0900 – 1700 Monday to Friday excluding bank holidays;
“PoP” means a M24Seven network Point of Presence;
“Public Internet” means the global system of interconnected computer networks that use the Internet protocol suite (TCP/IP)
to link billions of devices worldwide;
“Public Internet Zone” that portion of the Public Internet that lies beyond M24Seven’s Core Internet Router
“Quarter” each three month period commencing 1 January, 1 April, 1 July, 1 October;
Service Affecting Fault” any fault originating on the M24Seven Network which causes a material interruption in the
Customer’s actual use of the Internet Services, which is not attributable solely to Latency,
“Tail Circuit” the electronic communications network supplied by a third party circuit provider to the Customer;
“Target Time to Repair” the target length of time to restore Internet Services which is measured from the end of the
Notification Period registered by M24Seven’s Support Desk as set out in paragraph 1 above;

SCHEDULE 2

Miscellaneous Charges

Service Description Charge
RAMS    
LOS or Installation Survey. Carried out in connection with a re-location by the Customer. £395.00 - £595.00
(subject to survey)
Relocation Installation. Carried out in connection with a re-location by the Customer. £595.00
Re-connection of service. Following the suspension of the supply/performance of the Internet Services as a result of the Customer’s breach. £75.00
Reappointment due to failed
attendance by Customer.
Where the Customer fails to attend a pre-arranged site
visit and has failed to notify M24Seven by 2.00pm the
previous day. Assumes 1 hour on site for 2 engineers.
£595.00
Cancelled appointment. Where the Customer cancels an appointment less
than 72 hours before an agreed date and time for
M24Seven to attend the Customer’s premises.

£195.00
Abandoned Call Out due to
Customer not arranging
access or access is
prevented.
Where the Customer has failed to arrange access for
M24Seven and M24Seven is unable to gain access to
the Customer’s premises or the building in which the
Customer’s premises form part.
£85.00 per engineer
team per hour +
travel costs
Engineer call out and nofault
found with M24Seven
supplied and managed
Customer’s Premises
Equipment.
Where the Customer reports a Fault under the Service
Level Agreement and the Equipment is found not to
be faulty.
£395.00
The preparation of a risk
assessment and method
statement.
Where the contract is terminated or the service
cancelled because the Customer has prevented the
Company delivering the service, or the Customer is
unable to meet the conditions set out in the SOF or
this contract.
£195.00
Replacement of equipment. Where necessary as a result of damage caused by the
Customer.
£250.00
Additional sundries. Where a non-planned cable run exceeds “5” metres. £50.00 per metre
Missed payment fee. The Customer fails to pay an amount due under this
Agreement.
£75.00 per missed
payment
Administration fee. Paying by method other than by direct debit. £75.00 per annum
Paper billing. here the Customer insists on receiving a paper bill. £10.00 per invoice
Non-return of equipment. Non-return of equipment. At the end of the contractual term. £350.00 minimum
£750.00 maximum


Schedule 3 – M24Seven Support Desk (excluding the London Office)

Escalation Contact Details
Level 1: M24Seven Support Desk:
Tel: 0161 822 2580 option 1, ticket@m24seven.com
Support Desk operating hours:
Monday to Friday 07:00 – 18:30
Weekends and bank holidays 09:00 – 17:30
Change Requests: Please email details to ticket@m24seven.com
Faults and Urgent Changes: Please email details to ticket@m24seven.com and follow up with a
phone call to 0161822 2580 option1
For Out of Hours support please call 0161 822 2580 to be put through to the on call support team
Level 2: Tel: 0161 822 2580, option 1
Request for escalation
Level 3: Technical Support Manager
Tel: 0161 822 2580, 01618269812, support-escalations@m24seven.com
Level 4 Jenny Davies – Operations Director
Tel: 07876 705234, jenny.davies@m24seven.com


M24Seven Support Desk (London Office only)

Email addresses and phone numbers

Information: info@venus.co.uk Tel: 020 7240 5858
Enquiries: enquiries@venus.co.uk Tel: 020 7240 5858
 
Support: support@venus.co.uk or support.london@m24seven.com Tel: 020 7151 0717 Emergency out of hours 020 8102 0450
Customer services: customerservices@venus.co.uk
Provisioning: provisioning@venus.co.uk or provisioning.london@m24seven.com Tel: 020 7151 0737
Accounts: accounts@venus.co.uk or accounts.london@m24seven.com Tel: 020 7151 0718


Services Schedule

Annex 1 - Co-location services provided by M247 Ltd at Cobra Court, Ball Green, Stretford, Manchester

1. Customer obligations

1.1.The Customer warrants to M24Seven as follows:
1.1.1. that it will act with all due care and skill when inside M24Seven’s property, working on the Customer Premises
Equipment (in this schedule meaning any equipment installed by the Customer on M24Seven’s property) or
otherwise;
1.1.2.that any equipment installed at M24Seven’s property shall at all times fully conform with the manufacturer's
specification of the Customer Premises Equipment, the relevant standard or approval for the time being
designated under the Act and/or other relevant legislation and all other regulations that apply to it from time to
time, including without limitation, those concerning safety and electromagnetic compatibility;
1.1.3. that the total power consumption of all of the Customer Premises Equipment (including for the avoidance of
doubt, any additional equipment installed by the Customer) shall not at any time exceed the power allocation set
out in the SOF (if any);
1.2.The Customer will at all times follow the rules and procedures as laid out in the Customer Colocation Manual, a copy
of which is available at request. Such manual may be amended from time to time.
1.3. M24Seven shall be entitled upon not less than 3 months' written notice from time to time to the Customer to move the
Customer Premises Equipment to a different location within M24Seven’s property. The cost in moving and installing
the Customer Premises Equipment shall be borne by M24Seven.
1.4.The Customer shall permit M24Seven unrestricted physical access to the Customer Premises Equipment at all times
to ascertain whether the Customers' obligations under this Agreement have been duly observed and performed.

2. Service availability power and cooling

2.1 The provision of a connection point to a protected 230 Volt supply will be available for the Customer to connect the
Customer Premises Equipment and is protected by UPS battery backup system and diesel generator in the event of a
power failure. Power availability target is 100%. Reasonable endeavours will be made to maintain an air temperature
within the cold aisle of the pod at 23°C with a minimum of 13°C and maximum of 27°C. This will be done using
equipment designed to maintain the temperature where there is an outside temperature of between 30°C and minus
2°C. If M24Seven and/or M247 Ltd fail to meet the power availability targets or temperature targets during any
calendar month the Customer will receive compensation as set out below:

Power
% of month power is available
Temperature
% of month temperature between
13°C and 27°C
Service Credit
% reduction in monthly service
fee relating to co-location
services
< 100.00 % 99.97 % 5 %
< 99.95 % < 99.85 % 10 %
< 99.90 % < 99.70 % 15 %
< 99.85 % < 99.30 % 20 %
< 99.80 % < 98.85 % 30 %


2.2 Any service credit will apply to only those items of Customer Premises Equipment directly affected by the outage
event. The service credit will be calculated by M24Seven, in its reasonable discretion, having regard to the overall
effect of the outage event on the Customer Premises Equipment.
2.3 In calculating the above service credits there shall be deducted from such calculation any period of time M24Seven is
unable to repair the service affecting fault as a result of the Customer’s breach of this Agreement or to follow
instructions issued by M24Seven and/or M247 Ltd, or a disruption to the Customer Premises Equipment caused by the
Customer or the Customer’s Premises Equipment being faulty, or scheduled maintenance, or as a result of an event of 
Force Majeure PROVIDED ALWAYS that M24Seven’s total aggregate liability to the Customer under this Schedule
shall not exceed the sum of one year’s charges for the relevant affected service.

Annex 2 – Fibre Ethernet

1. Overview

Fibre Ethernet is provided by a third party (“fibre provider”) and the fibre ethernet service will comprise one network termination
unit at the Premises providing connection to the fibre provider’s network.

2. Ordering and provisioning of the Connection

2.1 Before M24Seven can provide the fibre ethernet service the fibre provider may conduct a survey of the Premises to
establish whether the service can be provided to the Premises. If, as a result of the survey, the fibre provider wishes to
impose an additional installation charge, the Customer shall pay such additional charge within 15 Working Days of the date
of M24Seven’s invoice.
2.2 The installation of any equipment belonging to the fibre provider will be carried out by the fibre provider.
2.3 All pre-installation checks, acceptance tests and successful completion of the acceptance tests will be conducted by the
fibre provider.

3. Customer’s Premises Equipment

If the Customer is required to connect the Customer’s Premises Equipment to any equipment belonging to the fibre
provider the Customer shall comply with all reasonable instructions issued by the fibre provider relating to such connection.

4. Maintenance

If any maintenance is required to any equipment owned by the fibre provider the Customer shall not prevent or delay any
maintenance services to that equipment.

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