The terms and conditions governing the supply of Edison Networks services to business customers.
The sections of this Agreement that will apply to the Customer will depend on the services the Customer has ordered from the Company:
1.1 In these General Conditions, the following terms shall have the following meanings unless the context otherwise requires:
1.2 Headings are for reference only and shall not affect construction. References to statutes include amendments and re-enactments. The singular includes the plural and vice versa.
2.1 The Agreement shall commence on the Commencement Date and continue for the Minimum Term. Thereafter, the Agreement shall automatically renew for consecutive Renewal Periods until terminated by either party in accordance with this Agreement.
2.2 The Minimum Term for each Service shall be as specified in the Commercial Schedule. If not specified, the default Minimum Term shall be 24 months from the relevant Service Commencement Date.
3.1 In consideration of the Customer paying the Charges and fulfilling its obligations under the Agreement, the Company shall supply the Services in accordance with the terms of the Agreement.
3.2 The Company shall commence supplying each Service on the relevant Service Commencement Date and shall continue to supply those Services for the Minimum Term and thereafter until terminated in accordance with this Agreement.
3.3 Services are provided for the Customer’s own business use only. The Customer shall not resell, redistribute, or act as a distributor in respect of the Services without the Company’s prior written consent.
4.1 The Company will supply the Services with the reasonable skill and care of a competent telecommunications and technology service provider.
4.2 The Company does not guarantee that the Services will be continuously available or fault-free. The Customer acknowledges that faults may occur from time to time.
4.3 The Company will endeavour to provide the Services subject to technical and commercial feasibility.
4.4 The Company shall be entitled to change the way it provides a Service, provided that such change does not have a materially detrimental effect on the Customer.
4.5 All time periods and delivery dates (including the Target Delivery Date) are estimates only. The Company shall have no liability for any failure to meet any estimated date.
4.6 The Company shall use reasonable endeavours to meet any service level targets specified in the Commercial Schedule, but such targets are objectives and not guarantees unless expressly stated otherwise.
5.1 The Customer shall pay the Charges by Direct Debit for:
5.2 Where the Customer does not pay by Direct Debit, the Company may add a surcharge for alternative payment methods.
5.3 The Charges are as set out in the Commercial Schedule, or as detailed in the Company Price List, or as otherwise notified to the Customer in writing.
5.4 The Charges are exclusive of value added tax, which shall be charged at the prevailing rate.
5.5 The Customer will be liable for any Charges incurred as a result of unauthorised use of the Services.
5.6 The Company will increase the Charges for Services each year by the Retail Price Index (RPI) rate, or otherwise to reflect changes in prices, tariffs, or terms imposed by any third-party supplier or regulatory body.
6.1 The Company may issue invoices to the Customer on a monthly basis.
6.2 Unless otherwise stated in the Commercial Schedule, the Customer shall pay:
6.3 The Customer shall pay each invoice within 14 days of the date of invoice.
6.4 The Customer shall pay the Charges in full without any deduction or set-off.
6.5 In the event of late payment, the Company shall be entitled to:
6.6 The Company reserves the right to set and review credit limits and may require a deposit as security for payment of Charges.
7.1 The Customer shall, and shall procure that Users shall:
7.2 The Customer shall provide the Company with all information and assistance required for the performance of the Services. The Company shall not be responsible for failures or delays resulting from the Customer’s failure to provide required information.
7.3 The Customer shall notify the Company immediately upon becoming aware of any improper or illegal use of the Services and shall indemnify the Company against all losses arising from fraud, illegal, or improper use of the Services.
8.1 The Customer may request changes to the Services by submitting a written request, including:
8.2 The Company shall respond in writing confirming whether it accepts the change and specifying any additional Charges, dependencies, and timescales.
8.3 The Customer shall confirm within 14 days whether it wishes to proceed with the change.
9.1 The Company may allocate numbers, IP addresses, and other codes to the Customer. Ownership of such numbers and codes remains with the Company or the relevant issuing authority.
9.2 All rights to use allocated numbers and codes shall cease upon termination of the Agreement or the relevant Service.
9.3 The Company may change allocated numbers or codes with reasonable notice.
10.1 The Company may vary the Company Price List, tariffs, or the provisions of the Agreement by providing 28 days’ written notice, or such shorter notice as is reasonably practicable where the variation arises due to changes imposed by third-party suppliers or a regulatory body.
11.1 The Company may suspend the Services without notice during:
11.2 The Company shall restore suspended Services as soon as reasonably practicable.
11.3 The Customer shall remain liable for Charges during periods of suspension under this clause.
11.4 The Company may suspend or disconnect the Services without notice if:
12.1 The Customer may terminate the Agreement by providing 90 days’ written notice, provided such notice does not expire before the end of the Minimum Term or current Renewal Period.
12.2 The Company may terminate the Agreement by providing 30 days’ written notice. In this event, the Customer shall not be liable for Termination Fees.
12.3 The Customer may terminate a Service by providing 30 days’ written notice if the Company materially increases prices or varies terms to the Customer’s material disadvantage, provided notice is given within 30 days of the change notification.
12.4 For the avoidance of doubt, price increases not exceeding the greater of RPI, CPI, or 10% shall not constitute material disadvantage.
12.5 Either party may terminate the Agreement by providing 30 days’ written notice if the other party:
12.6 Either party may terminate the Agreement by providing 30 days’ written notice if insolvency proceedings are brought against the other party, a receiver or administrator is appointed, or the other party goes into liquidation.
12.7 On termination:
12.8 If the Customer terminates or the Company terminates under clauses 12.5 or 12.6 during the Minimum Term or Renewal Period, the Customer shall pay a Termination Fee calculated as:
12.9 An administration charge of £25 per Service and per line or connection shall also apply.
13.1 All intellectual property rights in Software, documentation, and materials provided by the Company remain the property of the Company or its licensors.
13.2 The Company grants the Customer a non-exclusive, non-transferable licence to use Software in object code form solely in connection with the Services for the term of the Agreement.
13.3 The Customer shall not copy, alter, adapt, decompile, reverse-engineer, or resell any Software or materials unless expressly permitted by the Company or by applicable law.
14.1 Neither party shall disclose Confidential Information to any third party except to employees, contractors, and agents who need to know for the performance of the Agreement and who are bound by equivalent confidentiality obligations.
14.2 This obligation shall not apply to information which is in the public domain, already known to the receiving party, lawfully received from a third party, or required to be disclosed by court order or regulatory authority.
14.3 The obligation of confidence shall continue for five years after termination of the Agreement.
15.1 The Company processes personal data in accordance with the UK General Data Protection Regulation (UK GDPR) and the Data Protection Act 2018. The Company’s Privacy Policy, available at edisonnetworks.net/privacy-policy, sets out how the Company collects, uses, stores, and shares personal data.
15.2 The Company collects and processes personal data relating to its direct business clients as a data controller for the purposes of providing and managing the Services.
15.3 The Company does not collect, store, access, or process personal data belonging to the Customer’s customers, end users, or contacts. Any data generated through or passing via the Company’s services belongs to and is controlled by the Customer. Further detail is provided in the service-specific terms at Parts B through I.
15.4 The Customer is solely responsible for:
15.5 The Company will provide reasonable cooperation to the Customer in responding to data subject requests where such requests relate to the Company’s platform infrastructure.
15.6 Where the Company transfers data outside the United Kingdom, it shall ensure appropriate safeguards are in place in accordance with UK GDPR.
16.1 Subject to clauses 16.3 and 16.4, the Company shall not be liable for any loss (whether direct or indirect) of profit, business, revenue, anticipated savings, goodwill, business interruption, wasted expenditure, loss or corruption of data, or for any indirect or consequential loss or damage whatsoever.
16.2 Subject to clauses 16.1, 16.3, and 16.4, the Company’s aggregate liability arising in connection with the Agreement shall be limited to the total Charges paid or payable by the Customer in the 12 months prior to the claim arising.
16.3 Nothing in the Agreement shall exclude or restrict liability for:
16.4 Nothing in the Agreement shall exclude or restrict liability which cannot be excluded or restricted by law.
16.5 The Company shall not be liable for the acts or omissions of other telecommunications providers unless specifically engaged by the Company as subcontractors.
17.1 Title to any equipment or hardware provided to the Customer shall not pass to the Customer unless otherwise agreed in writing by the Company.
18.1 The Customer shall not assign or transfer the Agreement without the Company’s prior written consent.
18.2 The Company may assign or transfer the Agreement or any part of it to a third party, and may subcontract the performance of the Services.
19.1 Neither party shall be liable for delays or failures caused by circumstances beyond its reasonable control, including acts of God, government actions, war, civil unrest, fire, flood, epidemic, network operator failures, strikes, or industrial disputes.
20.1 The Agreement constitutes the entire agreement between the parties.
20.2 If any provision is found invalid, the remaining provisions shall remain in full force.
20.3 Failure to exercise any right shall not constitute a waiver.
20.4 No third-party rights under the Contracts (Rights of Third Parties) Act 1999.
20.5 Nothing in the Agreement shall create a partnership, joint venture, or agency relationship.
20.6 Notices shall be in writing and delivered personally, by first-class post, or by email.
21.1 The Company may check records at credit reference agencies and fraud prevention agencies when the Customer applies for Services.
21.2 Outstanding debts may be recorded and remain on file for six years.
22.1 In the event of conflict, precedence (in decreasing order): Commercial Schedule, General Conditions, service-specific Terms (Parts B–I), Company Price List, other referenced documentation.
23.1 The Agreement shall be governed by the laws of England and Wales. The parties submit to the exclusive jurisdiction of the courts of England and Wales.
B1.1 The Company shall provide VoIP telephony services as specified in the Commercial Schedule, which may include hosted VoIP licences, SIP trunking, call routing, and associated functionality.
B1.2 Each VoIP licence includes unlimited calls to UK landlines and UK mobiles unless otherwise specified. Fair use policies may apply.
B2.1 Unless otherwise stated: call prices are quoted per minute; duration measured in whole seconds (rounded up); peak rate 07:00–19:00 Mon–Fri; off-peak/weekend rates at all other times; all calls subject to a minimum charge.
B2.2 Calls to premium rate, international, and non-geographic numbers are not included in unlimited call packages and are charged per the Company Price List.
B3.1 The Company will use reasonable endeavours to port existing telephone numbers. Porting charges are as set out in the Commercial Schedule.
B3.2 Not all numbers can be guaranteed to port. Timescales depend on the losing provider.
B4.1 The platform generates and retains call metadata (originating/destination numbers, date, time, duration) for billing and service delivery.
B4.2 The Company does not have access to information that would identify a telephone number against a named individual.
B4.3 Call recordings, transcriptions, and interaction logs are not stored by the Company. Where enabled, data is stored within the Customer’s own systems and managed entirely by the Customer.
B4.4 The Customer is solely responsible for call recording data, including privacy notices, consent, and retention policies.
B5.1 VoIP-based emergency calling (999/112) may have limitations including reliance on power supply and internet connectivity.
B5.2 The Customer shall ensure registered address information for emergency services is kept up to date.
C1.1 The Company shall provide broadband connectivity as specified in the Commercial Schedule.
C1.2 Broadband speeds are quoted as “up to” speeds and are not guaranteed. Actual speeds vary depending on line length, network conditions, and other factors.
C2.1 Broadband services are subject to a fair use policy. The Company reserves the right to manage traffic to maintain service quality.
C3.1 Installation timescales are estimates. The Company shall not be liable for delays caused by third-party network providers.
D1.1 The Company shall provide mobile services as specified in the Commercial Schedule, including voice, data, and SMS services.
D1.2 Mobile services are provided over third-party networks (including O2, EE, and Vodafone). Service availability is subject to network coverage.
D2.1 SIM cards remain the property of the Company. The Customer shall return SIM cards on termination.
D2.2 The Customer is responsible for the security of SIM cards and devices and for all Charges incurred through their use.
D3.1 Roaming charges may apply outside the United Kingdom. Rates are published in the Company Price List.
E1.1 The Company provides AI-powered solutions including AI Receptionist, AI BDM, and similar AI-driven communications and automation tools as specified in the Commercial Schedule.
E1.2 AI Services operate on behalf of and under the instruction of the Customer.
E2.1 The Customer is the data controller for any personal data processed through AI Services. The Company provides the technology platform only.
E2.2 The Company does not independently access, analyse, or retain personal data processed by the AI on behalf of the Customer.
E2.3 All conversation transcripts, interaction logs, and related data are stored within the Customer’s own data storage environment, not by the Company.
E3.1 The Customer is solely responsible for:
E3.2 The Customer acknowledges that AI Services generate automated responses. The Company does not warrant that AI-generated responses will be error-free or suitable for any particular purpose.
E4.1 The Company shall not be liable for:
E4.2 The Company may update AI models and algorithms from time to time with reasonable notice where changes materially affect the Service.
E5.1 The Customer shall not use AI Services to:
F1.1 The Company provides WhatsApp for Business solutions as a technical connector between the Customer’s data and the WhatsApp Business Platform (operated by Meta Platforms, Inc.).
F1.2 The Customer acknowledges that WhatsApp for Business solutions are subject to Meta’s applicable terms of service and business policies in addition to this Agreement.
F2.1 The Company does not hold, store, or have access to any message content, contact data, or conversation history processed through the WhatsApp Business Platform.
F2.2 All data processed through the WhatsApp Business Platform is governed by the Customer’s own data management practices and Meta’s applicable terms.
F2.3 It is the Customer’s sole responsibility to ensure compliance with applicable data protection legislation, including obtaining necessary consents from contacts.
F3.1 The Customer shall:
F3.2 The Company shall not be liable for any suspension or termination of the Customer’s WhatsApp Business account by Meta resulting from breach of Meta’s policies.
G1.1 The Company shall provide managed IT services as specified in the Commercial Schedule, which may include network management, security monitoring, device management, cloud services, and IT support.
G2.1 The Customer shall provide the Company with such access to its systems, networks, and premises as is reasonably necessary.
G2.2 The Customer shall ensure its systems meet the minimum technical requirements specified by the Company.
G3.1 The Company shall implement reasonable security measures appropriate to the Managed IT Services provided.
G3.2 The Customer acknowledges that no security measure is infallible and absolute security cannot be guaranteed.
G4.1 Managed IT Services may utilise third-party software and platforms. The Customer shall comply with all applicable third-party licence terms.
H1.1 The Company shall supply Hardware as specified in the Commercial Schedule.
H1.2 Title to Hardware shall not pass to the Customer unless otherwise agreed in writing. Lease/rental Hardware shall be returned within 14 days of termination.
H2.1 Hardware is covered by the manufacturer’s standard warranty. The Company shall pass through the benefit of any manufacturer warranty where possible.
H2.2 The Company shall not be liable for Hardware defects caused by misuse, unauthorised modification, accident, or failure to follow manufacturer guidelines.
H3.1 Where Hardware is provided on a lease purchase basis, monthly payments shall be as specified in the Commercial Schedule.
H3.2 Title to leased Hardware shall pass to the Customer upon completion of all lease payments unless otherwise specified.
H3.3 The Customer shall maintain leased Hardware in good working condition and shall not sell, assign, or dispose of it during the lease term.
I1.1 Rented equipment remains the property of the Company at all times.
I1.2 The Customer shall use rented equipment only for the purposes of receiving the Services and shall not modify, sell, or dispose of it.
I1.3 The Customer shall maintain rented equipment in good working condition and shall be liable for damage beyond fair wear and tear.
I1.4 On termination, the Customer shall return all rented equipment within 14 days. The Company may charge for any equipment not returned.
Legal Disclaimer: These Terms of Service have been drafted as a template for Edison Networks Ltd and are provided for informational purposes only. They do not constitute legal advice. Edison Networks Ltd should have these terms reviewed by a qualified solicitor before publication or inclusion in client contracts to ensure full compliance with applicable UK legislation, including the Communications Act 2003, the UK General Data Protection Regulation, the Data Protection Act 2018, the Consumer Rights Act 2015 (where applicable), the Privacy and Electronic Communications Regulations (PECR), and Ofcom General Conditions of Entitlement.