Terms & Conditions

1. Definitions. 

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In these Conditions, the following expressions have the meanings set out below.·    

  

• Anti‑Bribery Laws: All applicable laws and regulations relating to anti‑bribery and anti‑corruption, including the Bribery Act 2010.·      

• Assignee: Any person or entity to whom Blackrock assigns any of its rights under a Contract, including its rights and title in any Equipment.·      

• Bar / Barring / Barred: The act of restricting a Connection from making and/or receiving certain calls, messages, data or other services.·      

• Business Day: Monday to Friday (inclusive), excluding English bank and public holidays.·      

• Charges: All amounts payable by the Customer under a Contract, including Service Charges, Equipment Charges, Termination Charges, Damage Charges, Non‑Return Charges and any other charges set out in the Order Form, Tariff or these Conditions.·      

• Company / Blackrock: Blackrock Communications Limited, company number 16366975, registered office 266–268 Stratford Road, Shirley, Solihull, England, B90 3AD, including its successors and Assignees.·      

• Commencement Date: The date determined under condition 3.1.·      

• Conditions: These terms and conditions (as amended from time to time in accordance with condition 16).·      

• Connection / Connected: The connection of a SIM Card and/or Equipment to the System and applicable Tariff so that Mobile Network Services can be used.·      

• Contract: The agreement between the Customer and Blackrock for Equipment and/or Services, consisting of a signed Order Form incorporating these Conditions, the Blackrock as a Supplier Data Processing Addendum, any Service Specific Conditions, any Promotional Terms, and any other document expressly incorporated by reference.·      

• Contract Year: A period of 12 months starting on the Commencement Date and each subsequent anniversary of that date.·      

• Core Subscription Charge: The recurring periodic (for example, monthly or quarterly) charge for the relevant Mobile Network Services, as set out in the Order Form or Tariff.·      

• Customer: The entity named on the Order Form, and any person appearing to act with that entity's authority.·      

• Blackrock as a Supplier Data Processing Addendum: The data processing addendum located at the URL notified by Blackrock from time to time.·      

• Damage Charges: Charges payable if Equipment is returned not in Good Working Order and Condition, calculated as set out in the relevant Order Form.·      

• Director: A director of Blackrock who is authorised to sign Order Forms.·      

• Encumbrance: Any interest or security over property, including any mortgage, pledge, lien, charge or other arrangement giving a creditor priority over others.·      

• End User: Any individual who uses the Equipment and/or Mobile Network Services provided to the Customer.·      

• Equipment: Any mobile devices, handsets, hardware and associated equipment supplied or rented to the Customer under a Contract, as described in the Order Form.·      

• Equipment Charge: The recurring charge for the right to use and rent the Equipment, as set out in the Order Form.·      

• General Conditions: Ofcom's General Conditions of Entitlement, as amended or replaced from time to time.·      

• Good Working Order and Condition: The condition of the Equipment at the start of the Contract, allowing for fair wear and tear over the Term as reasonably determined by Blackrock.·      

• Group: A party, its Parent Undertakings, Subsidiary Undertakings and those of its Parent Undertakings.·      

• Microenterprise and Small Enterprise Customer: A business customer which is not a communications provider and has 10 or fewer workers.·      

• Migrate / Migration: The transfer of a mobile number to another service provider on the same underlying network.·      

• Minimum Term: The minimum term for each Connection as described in condition 3.2 and/or the Order Form.·      

• Mobile Bill Cap: A cap on certain Mobile Network Service charges which are outside the Customer's Tariff, as described on Blackrock's website and applied in accordance with condition 5.9.·      

• Cloud/Hosted Telephony Services: Any IP‑based or cloud‑based telephony service provided by Blackrock, including hosted PBX, SIP trunks, IP voice seats, softphones, call routing, IVR, call recording and related value‑added features, as described in the Order Form or any applicable Service Specific Conditions.·      

• Connectivity Services: Any fixed or wireless data connectivity service provided by Blackrock, including broadband, fibre, Ethernet, leased lines, Ethernet‑over‑FTTC/FTTP, wireless access, and any associated managed routers or CPE, as described in the Order Form or any applicable Service Specific Conditions.·      

• Mobile Network Services: Airtime, SMS, MMS, data and any other mobile network services provided by Blackrock via the Systems.·      

• Services: Together, the Mobile Network Services, Cloud/Hosted Telephony Services and Connectivity Services (as applicable) are provided under the Contract.·      

• Non‑Return Charge: The amount payable if Equipment is not returned at the end of the Term, as set out in the Order Form.·      

• Not‑For‑Profit Customer: A customer with 10 or fewer workers which applies all income for charitable or public purposes and cannot distribute assets to members (other than for such purposes).·      

• Normal Working Hours: 9:00 am to 6:00 pm on a Business Day.·      

• Ofcom: The Office of Communications or its successor.·      

• Order Form: Blackrock's order document, which incorporates these Conditions and sets out the Customer details and the Equipment and/or Mobile Network Services to be supplied.·      

• Overseas Data Cap: A default cap on roaming data usage per End User per month, as described by Blackrock from time to time.·      

• Parent Undertaking / Subsidiary Undertaking: As defined in section 1162 of the Companies Act 2006.·      

• Party / Parties: Blackrock and/or the Customer.·      

• Payment Date: The date by which the Customer must pay each invoice, as described in condition 6.7.·      

• Port / Porting: The transfer of a mobile number or service to another mobile provider and/or operator.·      

• Promotional Terms: Any additional pricing or commercial terms which apply to particular Mobile Network Services, as set out in the Order Form or notified in writing when the Order Form is submitted.·      

• Rate of CPI / Rate of RPI: The Consumer Price Index or Retail Price Index percentage change over the relevant 12‑month period, as published by the Office for National Statistics.·      

• Relevant Laws: All applicable laws, regulations, directions, court orders, industry codes and regulatory standards.·      

• Roam Like at Home: Use of calls, texts and data in the EEA on the same basis as in the UK, as permitted by the applicable Tariff.·      

• RPI Increase: An increase to subscription charges calculated using RPI, where applicable.·      

• Service Charges: Charges for Mobile Network Services (for example, call charges, access charges, connection charges, minimum spend, value‑added services), calculated in accordance with the Tariff.·      

• Service Operator: Any mobile network operator whose network is used to provide the Mobile Network Services.·      

• Service Specific Conditions: Any additional conditions which apply to specific services, as set out in the Order Form or notified by Blackrock.·      

• SIM Card: Any SIM (or eSIM) module supplied under the Contract which enables access to the Mobile Network Services.·      

• Software: Any software supplied by Blackrock to enable use of the Mobile Network Services.·      

• Subsidiary Undertaking: As defined in section 1162 of the Companies Act 2006.·      

• System(s): The public telecommunications systems used by Blackrock to provide the Mobile Network Services.·      

• Tariff: The applicable tariff for Mobile Network Services published or notified by Blackrock from time to time.·      

• Term: The duration of the Contract as determined under condition 3.·      

• Termination Charge: The Charges which remain payable or would have become payable but for early termination, calculated in accordance with condition 13.11.·      

• Upgrade: The supply of a replacement handset or device.·      

• User Instructions: The manufacturer's operating instructions and recommendations for the Equipment.

 

2. Contract formation

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2.1 The signed Order Form is the Customer's offer to purchase Services and/or rent Equipment on these Conditions.

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2.2 Blackrock may accept or reject any Order Form at its discretion; acceptance occurs when Blackrock signs the Order Form, starts providing Services, and/or delivers Equipment.

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2.3 Once accepted, a binding Contract arises, and these Conditions, the Order Form, any Service Specific Conditions, any Promotional Terms and the Blackrock as a Supplier Data Processing Addendum are the only terms that apply, to the fullest extent permitted by law.

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2.4 The Customer's obligations to pay Equipment Charges are separate from its obligations to pay Service Charges, and the Customer may not terminate the rental of Equipment because of any issue with any Services.

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2.5 If there is a conflict between the Contract documents, the following order of priority applies (highest first) in relation to the relevant subject matter:

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1. Promotional Terms (for the pricing of the relevant Services);

2. Service Specific Conditions;

3. Order Form;

4. These Conditions.

 

2.6 Any descriptions, samples, savings illustrations or other marketing material are illustrative only and do not form part of the Contract.

 

2.7 The Customer is responsible for ensuring that all information it provides (including the Order Form and any specifications or instructions) is accurate and complete, and indemnifies Blackrock for losses arising from inaccuracies or third‑party rights infringements.

 

2.8 No variation to a Contract is binding unless agreed in writing and signed by a Director of Blackrock (other than manuscript changes to the Order Form initialled by both Parties).

 

2.9 Each separate order for Mobile Network Services and/or Equipment may constitute a separate Contract; delay or failure in relation to one order does not entitle the Customer to terminate another.

 

2.10 Any undertaking by the Customer not to do something includes an obligation to ensure that End Users, employees, agents and contractors do not do that thing.

 

2.11 The Customer confirms that it is entering into the Contract in the course of its trade, business or profession and not as a consumer; no statutory consumer cooling‑off period applies.

 

2.12 The Customer consents (and shall procure that its owners, directors and officers consent) to credit checks and the sharing of credit information with agencies and Assignees.

 

2.13 Any Contract including Equipment is conditional upon the Equipment's availability and Blackrock's email confirmation that the Order Form is error‑free.

 

3. Term

 

3.1 The Contract becomes binding on signature. Each Connection or Service goes live (and the Commencement Date occurs) on the earlier of: (a) the date Services are first available to the Customer; or (b) the date Equipment is delivered; or (c) for Connectivity Services or Cloud/Hosted Telephony Services, the date of installation or activation.

 

3.2 Each Connection has a Minimum Term of 24 months (or such other period specified on the Order Form) from its Commencement Date and then continues until terminated by either Party on written notice, not expiring earlier than the end of the Minimum Term and subject to any notice period in the Contract.

 

3.3 These Terms provisions apply to all numbers, SIM Cards, handsets and Equipment supplied under the Contract, including later Upgrades or additional Connections.

 

3.4 Blackrock may change a Customer's Tariff only where available and approved; any change does not affect Equipment obligations.

 

3.5 For Microenterprise and Small Enterprise Customers or Not‑For‑Profit Customers with SIM‑only Tariffs, the Contract continues after the Minimum Term until terminated on not less than 30 days' written notice, not expiring earlier than the end of the Minimum Term.

 

3.6 Where the Customer Ports or Migrates 24 Connections or fewer after the Minimum Term, termination of the relevant Connection takes effect when the Porting or Migration completes.

 

4. Credit account

 

4.1 Blackrock will open a credit account, apply a credit limit (inclusive of VAT) and may suspend services if the Customer exceeds that limit. Any such suspension shall be without prejudice to the Customer's obligations under the relevant Contract with regard to the Equipment or the Equipment Charges.

 

4.2 Any increase in the credit limit must be requested in writing and will be subject to approval by Blackrock, which may entail further credit checks in accordance with condition 2.12. Blackrock does not accept responsibility for the Customer exceeding the credit limit due to any reason, including but not limited to billing cycles or delays in the availability of call data. Customers who anticipate exceeding their credit limit should contact Blackrock to avoid their Mobile Network Services being suspended.

 

4.3 Credit limits are subject to periodic review at Blackrock's discretion. Blackrock may require that a deposit be placed with Blackrock in cases where the Customer incurs monthly charges in excess of the credit limit and the Customer authorises Blackrock to debit their credit card, where details have been provided, at Blackrock's discretion for this excess amount overdue, or for any amount over the credit limit set.

 

5. Connection and provision of Services

 

5.1 Subject to these Conditions, Blackrock will connect and maintain the connection of the Equipment to the System and, subject to the geographical coverage of the System from time to time and any other limiting factors not under Blackrock's control, Blackrock will use its reasonable endeavours to make the Services available to the Customer throughout the term of the relevant Contract.

 

5.2 Blackrock shall be entitled, at its absolute discretion, to transfer the Customer to another Service Operator, provided that the transfer does not result in the Customer incurring any additional costs. Wherever practicable, 30 days' written notice shall be given by Blackrock of such changes prior to them being made.

 

5.3 The Customer recognises and acknowledges that the Mobile Network Services depend on the availability of the Systems, which may from time to time, by their very nature, be adversely affected by physical features, atmospheric conditions and other causes of interference and that accordingly the Mobile Network Services and/or Systems may fail (including without limitation if there is a power failure or a power cut affecting the whole or part of the Mobile Network Services and/or Systems) or require maintenance without notice. Such unavailability does not relieve the Customer from its obligations under the Contract.

 

5.4 Unless otherwise stated on the Order Form, the Customer hereby elects to waive any rights it may enjoy in respect of any cap on the volume and/or charges which may accrue in respect of its usage of the Mobile Network Services outside the United Kingdom. Unless otherwise stated on the Order Form, the Mobile Network Services are provided without a Bar on premium rate and international calls or any other usage (excluding data usage which is subject to condition 5.6) made whilst in the UK and/or overseas, unless the Customer has specifically requested in writing that Blackrock disables these calls and/or usage or Blackrock elects to disable such calls and/or usage for its own commercial purposes.

 

5.5 Subject to condition 5.6, any calls, messages and data received or sent whilst outside of the UK but within the EEA shall be billed to the Customer under the Roam Like at Home rules, and any calls will be charged in per‑second increments. Subject to condition 5.6, any calls made or received whilst outside of the EEA may be charged in per‑second increments at rates set by the overseas networks, and calls made or received, messages and data received or sent whilst outside of the EEA shall be charged with any additional handling and network charges by such overseas networks. Premium rate calls can be charged at rates as may be set out in the Tariff for premium rate calls from time to time, and such calls are not included in any bundle of inclusive calls which may form part of the Tariff for the Mobile Network Services.

 

5.6 Unless otherwise stated on the Order Form or otherwise agreed in writing between the parties, all End Users of the Customer shall be automatically opted into the Overseas Data Cap. The Customer may opt out of such Overseas Data Cap on a per End User basis as agreed with Blackrock. Any data usage over and above this Overseas Data Cap shall be automatically Barred, unless otherwise requested by the Customer to remove such Bar.

 

5.7 Blackrock bears no liability to the Customer whatsoever in connection with any services provided by an overseas network, third‑party provider or premium rate provider.

 

5.8 For the avoidance of doubt, any unavailability of the Mobile Network Services or the transfer of the Customer to another Service Operator shall not affect the Customer's obligations under the relevant Contract with regards to the Equipment or the Equipment Charges.

 

5.9 The Customer can elect to opt into the Mobile Bill Cap and set the value of such Mobile Bill Cap via the Order Form. If this option has not been chosen by the Customer or no Mobile Bill Cap has been stated, a Mobile Bill Cap will not be applied to the Customer's account unless otherwise agreed with Blackrock. Where the Customer has opted into the Mobile Bill Cap, any usage of certain Mobile Network Services (as further detailed on Blackrock's website from time to time) over and above the specified Mobile Bill Cap will be automatically barred.

 

5.10 The Customer shall refer any dispute it has with Blackrock to Blackrock's complaints procedure available on Blackrock's website or at such other URL as is notified to the Customer by Blackrock from time to time. Where the Customer is a Microenterprise and Small Enterprise Customer or Not‑For‑Profit Customer it shall be entitled to refer any dispute to the Ombudsman Services: Communications in accordance with Blackrock's complaints procedure. Nothing in this condition 5.10 shall prevent the Customer or Blackrock from exercising any rights and remedies that may be available in respect of any breach of the provisions of the Contract.

 

5A. Cloud/Hosted Telephony Services

 

5A.1 Blackrock will provide the Cloud/Hosted Telephony Services in accordance with the Contract and the relevant Order Form, using reasonable endeavours to ensure service availability, subject to planned and emergency maintenance, faults, and events outside its reasonable control.

 

5A.2 The Customer acknowledges that Cloud/Hosted Telephony Services depend on suitable IP connectivity (whether provided by Blackrock or a third party). Blackrock is not responsible for poor quality, unavailability or performance issues caused by the Customer's or any third‑party network, firewall, LAN/WAN, Wi‑Fi, power supply or equipment.

 

5A.3 Unless the Order Form states that Connectivity Services are included and supplied by Blackrock, the Customer is solely responsible for procuring, configuring and maintaining its own connectivity to support the Cloud/Hosted Telephony Services.

 

5A.4 The Customer must ensure that any IP handsets, softphones, session border controllers, routers, firewalls and LAN/WAN equipment used with the Cloud/Hosted Telephony Services are configured in accordance with Blackrock's reasonable instructions and security recommendations.

 

5A.5 The Customer is responsible for all call Charges generated via its Cloud/Hosted Telephony Services (including fraud and misuse by its own staff, contractors or third parties), except to the extent caused by Blackrock's fraud or wilful default. Blackrock may implement Barring or spend limits where it reasonably suspects fraud or abnormal usage.

 

5A.6 The Customer is responsible for ensuring that any configuration of emergency services (including 999/112 calling) is accurate, including the presentation of correct CLI and installation address details where required. Blackrock does not guarantee the availability of emergency services in the event of power failure, access circuit failure, LAN/WAN failure or other IP/voice platform outages.

 

5A.7 Blackrock may provide managed or unmanaged Cloud/Hosted Telephony Services as specified in the Order Form. For unmanaged services, the Customer is responsible for its own user administration, configuration and troubleshooting, subject to such support as is specified in the applicable Service Specific Conditions or Tariff.

 

5B. Connectivity Services

 

5B.1 Blackrock will use reasonable endeavours to provide the Connectivity Services described in the Order Form, subject to site survey, availability, and any required third‑party access, permissions, wayleaves or consents.

 

5B.2 Provision dates for Connectivity Services are estimates only. Delays caused by network operators, wayleave providers, landlords, local authorities or other third parties do not give rise to liability for Blackrock, but Blackrock will keep the Customer reasonably informed of progress.

 

5B.3 Risk in any on‑site connectivity equipment (including routers, CPE, NTUs and managed devices) passes to the Customer on delivery. Ownership will be as set out in the Order Form (rental or sale), or, if not specified, such equipment will be rented, with title remaining with Blackrock or its Assignee.

 

5B.4 The Customer must:•provide safe and timely access to its premises for surveys, installation, repair and removal;•       ensure suitable power, space, cabling, environmental conditions and internal wiring are available;•not move, tamper with or attach other equipment to any Blackrock‑owned CPE without Blackrock's written consent.

 

5B.5 The Connectivity Services may be subject to usage caps, contention ratios, or fair‑usage policies as set out in the applicable Tariff or Order Form; excess usage may attract additional Charges.

 

5B.6 Faults in the Connectivity Services will be handled in accordance with the relevant care level or SLA (if any) stated in the Order Form, Tariff or Service Specific Conditions. Where no SLA is stated, Blackrock will use reasonable endeavours to remedy faults within a reasonable time during Normal Working Hours.

 

5B.7 The Customer acknowledges that Connectivity Services may be delivered over third‑party networks (including but not limited to Openreach, Virgin Media, CityFibre and wireless operators) and that Blackrock's ability to deliver, maintain and restore such services depends on the performance of such third parties. Blackrock is not liable for delays, faults or performance issues arising from third‑party network failures or limitations, save to the extent that Blackrock has failed to use reasonable endeavours in managing the relationship with such third parties.

 

6. Charges and payment

 

6.1 The Tariff selected at the start of the Contract is the minimum Tariff for the Minimum Term.

 

6.2 Blackrock may change Tariff rates on at least 30 days' notice; changes will not take effect within the Minimum Term unless required because of: (a) changes imposed by Ofcom or other regulators; or (b) changes in costs from suppliers, in which case Blackrock may increase Charges during the Minimum Term on at least 30 days' notice.

 

6.3 Where applicable, Blackrock may apply annual CPI‑ or RPI‑linked price increases in accordance with the Contract and regulatory requirements; any examples are illustrative only. Specific provisions regarding the rate and timing of such increases, including any CPI + 3.9% arrangements, shall be set out in the Tariff or Order Form.

 

6.4 The Customer must pay separate Equipment Charges for each month (or part) during the Minimum Term and any continuation of the Term.

 

6.5 Equipment Charges must be paid in full, without set‑off or deduction (except as required by law), even if the Equipment cannot be used for any reason or there are disputes about Mobile Network Services.

 

6.6 Blackrock will invoice usage‑based Service Charges monthly in arrears and fixed Charges (including Equipment Charges) monthly in advance, unless otherwise stated.

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6.7 Unless otherwise agreed, all invoices are payable by Direct Debit within 14 days of the invoice date (the Payment Date); alternative payment methods may attract a reasonable administration fee per Connection as notified by Blackrock from time to time.

 

6.8 The Customer must also pay any initial and fixed monthly Charges identified on the Order Form on or before each Payment Date.

 

6.9 If the Customer fails to pay for Services during the Minimum Term and/or fails to pay early termination amounts, Blackrock may invoice an early Termination Charge in accordance with condition 13.11.

 

6.10 The Customer must pay all Charges for usage above any allowances, including calls to other networks, premium rate, overseas usage, excess data or connectivity usage, and applicable handling fees, without rebating unused allowances.

 

6.11 Blackrock may charge a reasonable fee (as notified to the Customer from time to time) for any failed or cancelled Direct Debit or cheque.

 

6.12 If any sum is not paid by the Payment Date, Blackrock may charge interest at 4% above the Royal Bank of Scotland base rate or at the statutory late‑payment rate (whichever is higher), accruing daily and compounded monthly.

 

6.13 VAT and any other applicable taxes are payable on all Charges at the rate prevailing at the time of supply.6.14 The Customer must promptly notify Blackrock of any change to its address or bank details.

 

6.15 Where card details are provided, the Customer authorises Blackrock to debit outstanding balances and a reasonable service charge on credit card payments, as notified from time to time.

 

6.16 Blackrock may use debt collection agencies for overdue amounts; the Customer must pay all related reasonable collection costs.6.17 Blackrock may set off unpaid sums owed by the Customer against any sums due to the Customer.

 

6.18 Invoices are conclusive unless the Customer disputes Service Charges in writing within 14 days of the invoice date, providing supporting information; the Customer must pay undisputed amounts in any event.

 

6.19 Any delay by Blackrock in issuing an invoice does not prevent it from later invoicing for the same sums, subject to any special protections that apply to Microenterprise and Small Enterprise Customers or Not‑For‑Profit Customers under Relevant Laws.

 

6.20 Specific timing rules apply to "Delayed Charges" for Microenterprise and Small Enterprise Customers and Not‑For‑Profit Customers, requiring invoicing within specified future invoice cycles, as set out in the Tariff and these Conditions and in accordance with Ofcom requirements.

 

6.21 The Customer's obligations to pay Equipment Charges, Termination Charges, Non‑Return Charges and Damage Charges are separate, standalone debts.

 

7. Software

 

7.1 Where Software is supplied, Blackrock grants a non‑exclusive, non‑transferable licence for the Term to enable use of the Services.

 

7.2 The Customer must comply with any end‑user licence terms and must not decompile, reverse engineer, copy or modify the Software except as permitted by law or the licence.

 

8. Customer obligations

 

8.1 The Customer must:•use the Services and Equipment lawfully and not for any improper or unauthorised purpose (including, without limitation, use in connection with SIM gateway operations, hacking, spamming, denial‑of‑service attacks or otherwise fraudulently);• follow reasonable instructions from Blackrock, use only approved equipment, and not reverse charges on calls;•avoid conduct that may damage persons, property or the System or degrade service quality;•not resell or distribute the Services or Equipment (except as expressly permitted in writing by Blackrock);•prevent and report fraud or other illegal use promptly to Blackrock;•follow the User Instructions and maintain the required environment for Equipment and any CPE;•ensure End Users comply with these obligations.

 

8.2 The Customer must promptly report loss or theft of Equipment to Blackrock and the Service Operator.

 

8.3 Blackrock may rely on instructions from any person acting on the Customer's behalf unless written authority levels have been agreed.

 

8.4 Porting or Migration during the Minimum Term does not relieve the Customer from paying any Charges or early termination charges.

 

8.5 The Customer must not cause Blackrock to breach any General Conditions or Relevant Laws and must itself comply with such requirements.

 

9. Equipment

 

9.1 Blackrock will use reasonable endeavours to deliver Equipment as set out in the Order Form; risk passes on delivery to the delivery address specified by the Customer.

 

9.2 For Contracts entered into on or after 1 June 2018, ownership of all Equipment remains with Blackrock or its Assignee at all times; for earlier Contracts, title passes only once all sums due for the Equipment are paid in full.

 

9.3 Until ownership passes (if at all), the Customer must hold Equipment as bailee, keep it identifiable, insured and in Good Working Order and Condition, and must not sell, encumber or alter it without Blackrock's prior written consent.

 

9.4 Blackrock will arrange manufacturer repair or replacement of defective Equipment reported within reasonable timeframes during the 12‑month manufacturer warranty period, subject to the manufacturer's terms and conditions; out‑of‑warranty work is chargeable at Blackrock's standard rates.

 

9.5 Blackrock may (where possible and at the Customer's request) assign manufacturer warranties to the Customer at the Customer's cost.9.6 The Customer must back up and delete all data from any Equipment sent for repair; Blackrock is not responsible for data loss.

 

9.7 Blackrock is not liable for issues arising from unauthorised modifications, combinations, misuse, failure to implement updates, export control breaches or use contrary to licence terms; the Customer must indemnify Blackrock for resulting claims.

 

10. Return of Equipment

 

10.1 For Contracts entered into on or after 1 June 2018, within 10 days after the Term ends or earlier termination, the Customer must at its own cost return all Equipment to Blackrock (or as directed) in Good Working Order and Condition, with all accessories, packaging and documentation originally supplied.

 

10.2 If Equipment is not returned on time, the Customer must pay a daily charge (as set out in the Order Form or Tariff, typically equivalent to two days' Equipment Charges per day of delay) until return; if Equipment is still not returned within 20 days, a Non‑Return Charge becomes payable as set out in the Order Form.

 

10.3 If returned Equipment is not in Good Working Order and Condition, Damage Charges apply as set out in the Order Form.

 

11. Equipment termination

 

11.1 The Customer's right to possess Equipment ends immediately where Blackrock has a right to suspend or terminate the Contract.

 

11.2 If a Contract or Mobile Network Service is terminated before expiry of the Minimum Term, the Customer must immediately return the relevant Equipment and pay all applicable Termination Charges, Damage Charges and Non‑Return Charges.

 

11.3 The Customer remains liable for Service Charges during periods of theft, damage or loss until reported to Blackrock, and for all Equipment‑related charges as described in these Conditions.

 

11.4 Blackrock may enter the Customer's premises at reasonable times and on reasonable notice to recover Equipment that remains Blackrock's property.

 

11.5 All SIM Cards must be returned on termination; a charge (as set out in the Tariff) may apply for each unreturned SIM.

 

11.6 The Customer is responsible for repairs to Equipment outside the manufacturer's warranty and remains bound by the Contract during repair periods.

 

12. Limitation of liability

 

12.1 Except as expressly set out in the Contract, all warranties, conditions and other terms implied by statute or common law are excluded to the fullest extent permitted by law.

 

12.2 Subject to conditions 12.3 and 12.4, Blackrock's total aggregate liability in any Contract Year in connection with the Contract (whether in contract, tort, misrepresentation or otherwise) is limited to the greater of:

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(a)  100% of the Charges paid for the relevant Equipment and/or Services in the previous Contract Year; and

(b)  £5,000 (for liabilities arising in the first Contract Year, £5,000 applies).

 

12.3 Subject to condition 12.4, Blackrock is not liable for any: loss of revenue, business, contracts, data, anticipated savings, profits, or any indirect or consequential loss or damage, in each case whether arising in contract, tort (including negligence), breach of statutory duty, or otherwise.

 

12.4 Nothing in the Contract excludes or limits liability for:death or personal injury caused by negligence; fraud or fraudulent misrepresentation;•       breach of any indemnity expressly given under these Conditions;any other liability which cannot lawfully be excluded or limited.

 

12.5 Blackrock is not responsible for any failure to perform or delay in performance due to events beyond its reasonable control (force majeure), including acts or defaults of Service Operators, extreme weather, power failures, strikes, government action or terrorism; in such cases Blackrock's obligations are suspended for the duration of the event.

 

12.6 Any claim by the Customer must be brought within two years of the cause of action arising, failing which it is permanently barred, to the extent permitted by law.

 

13. Termination and suspension

 

13.1 Once Blackrock has accepted an Order Form, the Customer has no right to cancel or change it except as expressly permitted under these Conditions or agreed in writing by Blackrock; there is no cooling‑off right for the Customer.

 

13.2 On termination by the Customer (other than in accordance with condition 13.4), the Customer must:

• return all Equipment in accordance with condition 10;

• pay any Damage Charges and Non‑Return Charges;

• pay any applicable Termination Charges calculated under condition 13.11.

 

13.3 Blackrock may terminate any Contract or Connection for convenience on at least 30 days' written notice, provided that: such termination does not take effect before the end of the Minimum Term for the relevant Connection; and no Termination Charges are payable by the Customer solely as a result of termination under this condition 13.3.

 

13.4 Either Party may terminate a Contract or Connection immediately by written notice if the other Party commits a material breach (including non‑payment) which is not remedied within 14 days of written notice specifying the breach and requiring it to be remedied.

 

13.5 Either Party may terminate immediately if the other becomes insolvent, enters administration or similar proceedings, or enters into arrangements with creditors.

 

13.6 Termination or expiry does not affect accrued rights or liabilities; provisions intended to survive will continue, including conditions relating to Charges, confidentiality, data protection, limitation of liability and governing law.13.7 Any implied right of the Customer to terminate for convenience is expressly excluded.

 

13.8 Blackrock may suspend all or part of the Services (including individual Connections, circuits or service instances) without liability if, for example:•       the Customer fails to pay any Charges by the Payment Date; the Customer provides false or misleading information; the Customer's use jeopardises the System or other users; the Customer uses Services illegally or fraudulently; the Customer exceeds credit limits; Blackrock cannot provide Services due to external factors; Blackrock reasonably believes suspension is necessary to protect the integrity of the System, to prevent fraud or abuse, or to comply with Relevant Laws.Blackrock will restore Services as soon as reasonably practicable once the cause of suspension is remedied.

 

13.9 Suspension, disconnection or Barring does not prejudice Blackrock's rights, and the Customer remains liable for Charges incurred up to the point of suspension and any standing Charges that continue to accrue in line with the Contract.

 

13.10 On termination by Blackrock for the Customer's breach or insolvency, the Customer must pay all outstanding Charges, including any applicable Termination Charges and Equipment‑related Charges.

 

13.11 Where a Contract or Connection is terminated before the end of its Minimum Term for reasons attributable to the Customer (including termination by Blackrock under conditions 13.4 or 13.5), the Customer must pay an early Termination Charge calculated as follows: the sum of the Core Subscription Charges (and, where applicable, Equipment Charges) that would have been payable for the remainder of the Minimum Term (and any applicable notice period), discounted for accelerated receipt at a reasonable discount rate; minus any direct costs that Blackrock saves as a result of early termination (for example, avoidable wholesale access costs); and any rebates or other financial benefits that the Customer is required to return as a result of early termination.This Termination Charge is intended to represent a genuine pre‑estimate of Blackrock's loss arising from early termination and not a penalty. The Customer acknowledges that this calculation method is fair and reasonable in the circumstances.

 

13.12 Any deposit will be returned only after deduction of unpaid Charges and Termination Charges; repayment must be requested in writing and will be processed within a reasonable timeframe.

 

13.13 Disconnection, suspension or Barring may incur reasonable fees; reconnection or unbarring may attract a reasonable fee per SIM Card, as set out in the Tariff or notified to the Customer.

 

13.14 If termination occurs partway through a month, no credit is given for unused portions of subscription Charges unless required by law or expressly stated otherwise in the Contract.

 

13.15 The Customer remains liable for all Charges incurred before termination, regardless of when they are invoiced.

 

13.16 Where the Customer Ports or Migrates mobile numbers away from Blackrock, any applicable porting or migration charges will apply as set out in the Tariff and/or Order Form, except where the Contract specifies that no such charge applies (for example, for 24 Connections or fewer after the Minimum Term, as provided in condition 3.6).

 

13.17 In the event of a sustained service loss due to a technical failure within Blackrock's reasonable control that materially affects a Connection, and where Blackrock receives a credit or compensation from the relevant Service Operator, Blackrock will pass on a fair and reasonable corresponding credit to the Customer (for line rental or equivalent) for the affected period.

 

14. Call monitoring

 

14.1 Blackrock may monitor and record calls to or from the Customer for training, quality assurance and complaint‑handling purposes; the Customer will inform its personnel of this practice.

 

15. Confidentiality and data protection

 

15.1 Each Party must keep the other's confidential information secret and use it only to perform the Contract, subject to legal disclosure requirements and permitted disclosures to staff, contractors and professional advisers on a need‑to‑know basis.

 

15.2 Information is not confidential if it is in the public domain (otherwise than through breach), already lawfully known to the receiving party, obtained from a third party without breach of confidentiality, or independently developed.

 

15.3 If the Customer receives a Freedom of Information Act request covering Blackrock information, it must promptly notify Blackrock and allow a reasonable time for representations, except where law requires earlier disclosure.

 

15.4 Both Parties agree to comply with the Blackrock as a Supplier Data Processing Addendum, which forms part of the Contract and sets out how personal data will be processed in compliance with UK data protection law (including the UK GDPR and Data Protection Act 2018, as amended from time to time).

 

15.5 The Customer acknowledges that in providing Cloud/Hosted Telephony Services and Connectivity Services, Blackrock may process call data records, usage data, configuration data and other information relating to the Customer's use of the Services, and consents to such processing for the purposes of service delivery, billing, troubleshooting, fraud prevention and compliance with Relevant Laws.

 

16. Changes to these Conditions and the Contract

 

16.1 Blackrock may change these Conditions and/or any Service Specific Conditions at any time.

 

16.2 Changes will be published on Blackrock's website and/or notified on invoices or by other reasonable means, with at least 30 days' notice for changes that may be of material detriment to the Customer and at least one day for other changes.

 

16.3 If the Customer considers a proposed change to be of material detriment, it may object in writing within 30 days of publication. Where the Customer

is a Microenterprise and Small Enterprise Customer or Not‑For‑Profit Customer and the change is genuinely of material detriment, the Customer may (in some circumstances and in accordance with Ofcom guidance) terminate the affected part of the Contract on 30 days' written notice without incurring Termination Charges in respect of that change, provided such notice is given within the objection period.

 

16.4 Blackrock may provide additional services on additional terms notified from time to time.

 

17. Anti‑bribery

 

17.1 The Customer must (and must ensure its officers, employees and agents) comply with all applicable Anti‑Bribery Laws and Blackrock's Ethics and Anti‑Bribery Policy (as updated from time to time and available on request), and must not offer, request, give or accept bribes or other improper advantages in connection with the Contract or otherwise.

 

17.2 Breach of this condition 17 is a material breach entitling Blackrock to terminate the Contract immediately.

 

18. Fraud and security

 

18.1 The Customer must keep all usernames, passwords and PINs confidential; it must notify Blackrock immediately of any suspected compromise and change credentials regularly in accordance with good practice.

 

18.2 Blackrock may suspend access where a security breach is suspected and may require password changes.

 

18.3 Blackrock does not guarantee the security of Mobile Network Services and is not responsible for the Customer's equipment configuration, voicemail security settings or End User practices.

 

18.4 The Customer is responsible for all Charges arising from fraudulent or unauthorised use of Equipment or services by the Customer, End Users or third parties (other than Blackrock employees acting in that capacity), save where such use results directly from Blackrock's gross negligence or wilful default.

 

18.5 Any assistance Blackrock provides in relation to fraud prevention is on a reasonable endeavours basis only, without liability for resulting losses (save for fraud by Blackrock employees or Blackrock's gross negligence or wilful default).

 

19. General

 

19.1 No delay or failure by Blackrock to exercise any right under the Contract constitutes a waiver of that right.

 

19.2 Each Contract and any non‑contractual obligations arising out of or in connection with it are governed by English law and subject to the exclusive jurisdiction of the English courts.

 

19.3 The Contract does not confer rights on any third party under the Contracts (Rights of Third Parties) Act 1999.19.4 Notices must be in writing and delivered by hand, first‑class post or email to the addresses set out in the Order Form (or as updated in writing by the receiving party). Notices are deemed received: if delivered by hand, at the time of delivery; if posted, 48 hours after posting (excluding weekends and public holidays); if sent by email, at the time of transmission (provided no out‑of‑office or delivery failure notification is received).

 

19.5 Any signatory on behalf of the Customer is deemed authorised and binds the Customer.

 

19.6 The Customer may not assign or transfer its rights or obligations without Blackrock's prior written consent (not to be unreasonably withheld or delayed).

 

19.7 Blackrock may assign, transfer, charge or subcontract its rights or obligations (including Equipment) at any time without the Customer's consent; the Customer must sign any documents reasonably required to give effect to such arrangements.

 

19.8 Rights under the Contract are cumulative and do not exclude rights provided by law.

 

19.9 The Customer must not solicit or employ Blackrock staff involved in providing the services during the Contract and for six months afterwards, except with Blackrock's prior written consent and payment of a fee equal to 20% of the employee's annual remuneration (or the salary to be paid by the Customer, if higher).

 

19.10 The Customer acknowledges that credit and payment information may be shared with credit reference agencies and that personal data will be processed in connection with the Services in accordance with condition 15.19.11 The Customer consents to disclosure of its name, address and service details to radio or telecommunications operators as necessary to deliver services.

 

19.12 If any provision is found invalid, illegal or unenforceable, it shall be modified to the minimum extent necessary to be enforceable while preserving the Parties' commercial intent; the remaining provisions remain in force.

 

19.13 References to "person" include individuals, companies, partnerships, unincorporated bodies, public authorities and other legal entities; references to one gender include all genders; and words in the singular include the plural and vice versa.

 

19.14 Neither Party may make public statements about the Contract or use the other Party's trade marks, logos or branding without prior written consent.

 

19.15 Nothing in the Contract creates a partnership, joint venture or agency between the Parties; neither Party may bind the other without express written authority.

 

19.16 Each Party must do all things and sign all documents reasonably required to give full effect to the Contract.

 

19.17 The Contract constitutes the entire agreement between the Parties regarding its subject matter, and (subject to liability for fraud) the Parties have not relied on statements or representations not set out in the Contract

 

.END OF TERMS AND CONDITIONS. Blackrock Communications Limited Company Registration No: 16366975Registered Office: 266–268 Stratford Road, Shirley, Solihull, England, B90 3AD. For queries or complaints, please visit: www.blackrockcomms.co.uk or contact our customer service team.