Bluebell Telecom Limited – Standard Terms & Conditions for Inbound Services

1. Definitions and Interpretations

1.1. In these terms and conditions and the Order Form (defined below) the following terms shall have the following meanings:

"Acceptable Use Policies"	any of Bluebell's acceptable use policies in force from time to time that are relevant to the Services and the Subscriber's use of them;
"Average Monthly Revenue"	the average monthly amount of Variable Charges paid by the Subscriber to Bluebell during the preceding 6 (six) months or, if higher, the Minimum Amount;
“Average Monthly Rebate”	the average monthly amount of Revenue Share payable by Bluebell to the Subscriber during the preceding 6 (six) months;
"BT"	British Telecommunications PLC (Company Number: 01800000);
"Business Day"	a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business;
"Bluebell"	means Bluebell Telecom Limited, a company registered in England & Wales under Company Number 04117127, whose registered office is at Panther House, Asama Court, Newcastle Business Park, Newcastle upon Tyne, Tyne and Wear NE4 7YD;
"Carrier"	the network operator that Bluebell engages to route call traffic to the Telephone Numbers;
"Charges"	the Fixed Charges and/or Variable Charges and/or any other charges payable by the Subscriber under the Contract;
"Connection Date"	the date upon which the supply of the Services is to commence, as confirmed by Bluebell to the Subscriber, which shall be subject to, where applicable, receipt by Bluebell from any relevant third party engaged by Bluebell to provide goods and/or services in connection with the Services that it has agreed and is in a position to provide such goods and/or services;
"Contract"	means any contract arising between Bluebell and the Subscriber for the provision of the Services incorporating these Terms and the Order Form;
"Contract Period"	means the term of the Contract, as determined in accordance with clause 3.1;
"Fixed Charges"	the fixed charges payable by the Subscriber to Bluebell under the Contract, as further detailed in the Order Form (subject to variation from time to time under clause 9.8) including, without limitation, connection fees, number rental fees and hosting;
"Insolvency Event"	is where: 1. a party suspends, or threatens to suspend, payment of its debts, is unable to pay its debts as they fall due, admits inability to pay its debts or (being a company) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or (being a natural person) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986 or (being a partnership) has any partner to whom any of the foregoing apply; or 2. commences negotiations with all, or any class of, its creditors with a view to rescheduling any of its debts, or makes a proposal for, or enters into any compromise or arrangement with, its creditors other than for the sole purpose of a scheme for a solvent amalgamation of that party with one or more other companies, or the solvent reconstruction of that party; or 3. a petition is filed, a notice is given, a resolution is passed, or an order is made, for or on connection with the winding up of that party other than for the sole purpose of a scheme for a solvent amalgamation of that party with one or more other companies, or the solvent reconstruction of that party; or 4. an application is made to court, or an order is made, for the appointment of an administrator, a notice of intention to appoint an administrator is given, or an administrator is appointed over the party; or 5. a floating charge holder over the assets of that party has become entitled to appoint, or has appointed, an administrative receiver; or 6. a person becomes entitled to appoint a receiver over the assets of the party, or a receiver is appointed over the assets of the party; or 7. a creditor or encumbrancer of the party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 (fourteen) days; or 8. any event occurs, or proceeding is taken, with respect to the party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in paragraphs 1 to 7 (inclusive) of this definition; or 9. the party suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of its business;
"Minimum Amount"	the minimum monthly amount of Variable Charges (if any) specified in the Order Form;
"Non-Urgent Support"	support for the Services which Bluebell deems in its sole but reasonable discretion to be of a non-urgent nature;
"Normal Working Hours"	between 09.00 and 17.00 on any Business Day;
"Off Peak"	has the meaning given to it by BT for the purposes of their mainland UK domestic tariff;
"Order"	the Subscriber's order for Services, as set out in the Order Form;
"Order Form"	means the order form overleaf or provided with or attached to or which otherwise refers to or incorporates these Terms (as the case may be);
"Peak"	has the meaning given to it by BT for the purposes of their mainland UK domestic tariff;
"Price List"	Bluebell's standard price list in force at the Connection Date, as varied, replaced or amended by Bluebell from time to time in accordance with clause 9.8;
"Revenue Share"	the revenue share payment (if any) payable by Bluebell to the Subscriber pursuant to clause 10;
"Revenue Share Rate"	the rate at which the Revenue Share is calculated, as further detailed on the Order Form or Bluebell's Price List;
"Services"	means the provision by Bluebell to the Subscriber of the Telephone Numbers for the purpose of receiving inbound telephone calls to those Telephone Numbers in accordance with these Terms;
"Subscriber"	means the person, firm or company specified on the Order Form and includes where relevant the Subscriber's permitted assigns, employees and agents;
"Telephone Numbers"	the telephone number or numbers allocated by Bluebell to the Subscriber in the provision of the Services, as further detailed in the Order Form and being numbers from Ofcom's National Telephone Numbering Plan;
"Terms"	these terms and conditions;
"Variable Charges"	any charges payable by the Subscriber to Bluebell under the Contract which are determined in accordance with clause 9.2;
"Weekend"	has the meaning given to it by BT for the purposes of their mainland UK domestic tariff.

2. Basis of Contract

2.1. The Order constitutes an offer by the Subscriber to purchase Services from Bluebell in accordance with these Terms.

2.2. The Order shall only be deemed to be accepted when Bluebell issues written acceptance of the Order or, if earlier Bluebell commences to provide the Services, at which point and on which date the Contract shall come into existence.

2.3. The Contract constitutes the entire agreement between the parties. The Subscriber acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of Bluebell which is not set out in the Contract. Any samples, drawings, descriptive matter or advertising issued by Bluebell, and any descriptions or illustrations contained in Bluebell's catalogues or brochures, are issued or published for the sole purpose of giving an approximate idea of the Services described in them. They shall not form part of the Contract or any other contract between Bluebell and the Subscriber for the supply of the Services.

2.4. These Terms apply to the Contract to the exclusion of any other terms that the Subscriber seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

2.5. Any quotation given by Bluebell shall not constitute an offer, and is only valid for a period of 30 (thirty) Business Days from its date of issue.

3. Duration

3.1. The supply of the Services shall commence on the Connection Date and shall continue to be supplied for a contract period as specified on the order form (the "Initial Period") and, after that, shall continue to be supplied for successive contract periods (each such period an "Extension Period") unless the Contract is terminated in accordance with clause 11 or any of the following provisions of this clause. Bluebell shall remind the Subscriber 60 (sixty) days prior to the end of the Initial Period or any Extension Period if so requested by the Subscriber in writing.

3.2. The Subscriber may terminate the Contract without paying an early termination payment if Bluebell notifies the Customer of any change to the Contract which is likely to be of material detriment to the Subscriber. The Subscriber must give Bluebell 30 (thirty) days' notice within 3 (three) months of the date that the change is notified to the Subscriber.

3.3. Either party may terminate the Contract by giving to the other at any time not less than 30 (thirty) days' notice in writing, such notice to expire:

3.3.1. if the notice is given during the Initial Period, at the end of the Initial Period; or

3.3.2. if the notice is given during an Extension Period, at the end of that Extension Period.

4. Supply of Services

4.1. During the Contract Period Bluebell shall use its reasonable endeavours to:

4.1.1. supply the Services using reasonable skill and care and in accordance in all material respects with the Order Form; and

4.1.2. meet any performance dates specified in the Order Form or which are otherwise agreed in writing by Bluebell, but any such dates shall be estimates only and time for performance by Bluebell shall not be of the essence of the Contract.

4.2. Bluebell shall have the right to make any changes to the Services which are necessary to comply with any applicable law, regulatory or safety requirements, or which do not materially affect the nature or quality of the Services, and Bluebell shall notify the Subscriber in the event of any such change.

4.3. The Telephone Numbers for the service and all the rights in them belong to Bluebell. The Subscriber may not sell the number without obtaining the written consent of Bluebell.

4.4. The Subscriber agrees that, during the Contract Period:

4.4.1. Bluebell shall be its exclusive provider of inbound telecommunications services;

4.4.2. it shall not purchase inbound telecommunications services from any person other than Bluebell.

5. Subscriber's Obligations

5.1. The Subscriber warrants, represents and undertakes to Bluebell that it shall:

5.1.1. ensure that the terms of the Order Form and any information it provides in it are complete and accurate;

5.1.2. co-operate with Bluebell in all matters relating to the Services;

5.1.3. provide Bluebell, its employees, agents, consultants and subcontractors, with access to the Subscriber's Premises and the Subscriber's other premises, office accommodation and other facilities as reasonably required by Bluebell;

5.1.4. provide Bluebell with such information, materials and facilities (including, without limitation a suitable electricity supply) as it may reasonably require in order to supply the Services, and ensure that such information is accurate in all material respects;

5.1.5. prepare the Subscriber's Premises for the supply of the Services;

5.1.6. obtain and maintain all necessary licences, permissions and consents which may be required before the date on which the Services are to start;

5.1.7. comply with Bluebell's Acceptable Use Policies;

5.1.8. comply with all applicable laws and regulations with respect to its activities under the Contract including, without limitation, its use of the Services;

5.1.9. not use the Services for any purpose other than that for which they are provided and as may be set out from time to time in Bluebell's service literature;

5.1.10. not use the Services to communicate any material which is intended to be a hoax call to emergency services or is of a defamatory, offensive, abusive, obscene or menacing character;

5.1.11. not to use the Services in a manner which constitutes or may constitute a violation or infringement of the rights of any other party or fraudulently or in connection with any criminal offence; and

5.1.12. authorise the Carrier to provide Bluebell with the full caller line identity of every caller to the Telephone Numbers, except where the caller withholds their number.

5.2. If Bluebell's performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Subscriber or failure by the Subscriber to perform any relevant obligation ("Subscriber Default"):

5.2.1. Bluebell shall, without limiting its other rights or remedies, have the right to suspend performance of the Services until the Subscriber remedies the Subscriber Default, and to rely on the Subscriber Default to relieve it from the performance of any of its obligations to the extent the Subscriber Default prevents or delays Bluebell's performance of any of its obligations;

5.2.2. Bluebell shall not be liable for any costs or losses sustained or incurred by the Subscriber arising directly or indirectly from the Subscriber Default; and

5.2.3. the Subscriber shall reimburse Bluebell on written demand for any costs or losses sustained or incurred by Bluebell arising directly or indirectly from the Subscriber Default.

6. NON-URGENT SUPPORT

At the Subscriber's request, Bluebell may agree to carry out Non-Urgent Support outside Normal Working Hours and the Subscriber shall pay Bluebell's reasonable Charges for complying with such a request. Bluebell will inform the Subscriber that Non-Urgent Support will incur an extra Charge before starting work.

7. Suspension of Services

7.1. Bluebell shall, without limiting its other rights or remedies, have the right to suspend performance of the Services until further notice without liability to the Subscriber, having given the Subscriber as much notice as is reasonably practicable under the circumstances either orally (confirming such notice in writing) or in writing, in the event that:

7.1.1. Bluebell is obliged to comply with an order, instruction or request of the Government, an emergency services organisation, regulator or other competent administrative authority;

7.1.2. Bluebell is entitled to suspend the provision of any other telecommunications service under the terms of any other agreement with the Subscriber;

7.1.3. Bluebell considers, in its reasonable opinion, that it is necessary to do so for the purposes of undertaking routine maintenance or Fault Repair Services provided always that Bluebell shall use its reasonable endeavours to ensure that any such suspension shall cause the minimum amount of disruption to the Services as is reasonably practicable in the circumstances; and/or

7.1.4. the Subscriber is in breach of a material term of this Agreement including for the purposes of this Agreement its failure to pay any Charges to Bluebell on the due date. Bluebell reserves the right to make any reasonable re-connection charge for each suspended service and impose differing payment terms following such suspension.

8. Limitation of Liability

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

8.2. Nothing in these Terms or the Contact excludes or limits the liability of Bluebell for:

8.2.1. death or personal injury caused by Bluebell's negligence;

8.2.2. fraud or fraudulent misrepresentation; or

8.2.3. any other liability which cannot lawfully be excluded or limited.

8.3. Subject to clause 8.2:

8.3.1. Bluebell shall not be liable for any loss of profits, loss of Revenue Share or other revenue, loss of business, depletion of goodwill or similar losses, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising; and

8.3.2. Bluebell's total aggregate liability in contract, tort (including negligence and/or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this agreement shall be limited to:

8.3.2.1. £250,000 (two hundred and fifty thousand pounds) for any one incident or series of connected incidents; and

8.3.2.2. £1,000,000 (one million pounds) in total.

8.4. Bluebell does not give any warranty, guarantee or undertaking that:

8.4.1. the Subscriber's use of the Services will be uninterrupted or error free; and

8.4.2. in respect of any Telephone Number that is a non geographic telephone number, calls made to any non geographic Telephone Number from callers located outside of the United Kingdom will be able to access that Telephone Number.

9. Charges and Payments

9.1. In consideration of Bluebell providing the Services, the Subscriber shall pay to Bluebell:

9.1.1. the Fixed Charges; and

9.1.2. the Variable Charges.

9.2. The amount of Variable Charges payable by the Subscriber in respect of each month during the Contract Period shall be:

9.2.1. such sum as is determined with reference to the duration of all inbound calls made to the Telephone Numbers in accordance with the applicable rates specified in the Order Form or Bluebell's Price List; or

9.2.2. if higher, a sum equal to the Minimum Amount.

9.3. All amounts and charges payable by the Subscriber under the Contract are exclusive of value added tax, which shall be added to Bluebell's invoice(s) at the appropriate rate.

9.4. Bluebell shall invoice the Subscriber by e-mail after the end of each month for all Services performed by Bluebell during that month and for all use made by the Subscriber of the Services during that month. Where the Subscriber requires invoices to be received by any other method than e-mail, the Subscriber shall pay to Bluebell an administration fee of £5 (five pounds) per month

9.5. Each invoice is due and payable by the Subscriber by direct debit 14 (fourteen) days after the date of the invoice.

9.6. In the event that the Subscriber fails to pay any invoice on its due date:

9.6.1. the Subscriber shall pay to Bluebell a late payment fee of £25 (twenty five pounds) in addition to the amount of the unpaid invoice and in addition to the administration fee under clause 9.7; and

9.6.2. interest shall accrue on the overdue amounts at the rate of 4% (four percent) over the base lending rate of the Barclays Bank from time to time, commencing on the due date and continuing until fully paid, whether before or after the judgment.

9.7. In the event that any attempt made by Bluebell to collect payment by direct debit pursuant to clause 9.5 fails for any reason (other than Bluebell's negligence or wilful misconduct) and the Subscriber has failed to provide Bluebell with prior written notice that the failure will occur, then Bluebell shall be entitled to charge the Subscriber a £25 (twenty five pounds) administration fee which shall be payable by the Subscriber in addition to the payment which Bluebell has been unable to collect.

9.8. Bluebell shall have the right to alter the Fixed Charges and/or the charges in its Price List from time to time to reflect any increase in the cost of supplying the Services that is due to any factor beyond Bluebell's control (including increases in taxes and duties, and increases in the Charges payable by Bluebell to any third party engaged by Bluebell to provide goods and/or services in connection with the Services), any request by the Subscriber to change the Connection Date or the quantity or types of Services supplied, or any delay caused by any instructions of the Subscriber or failure of the Subscriber to give Bluebell adequate or accurate information or instructions.

9.9. Bluebell may agree from time to time, at its absolute discretion, to accept payment from the Subscriber of any sums due under the Contract by payment methods other than direct debit, subject to the Subscriber paying to Bluebell an administration fee of £5 (five pounds) per month for the duration of the alternative payment arrangements.

9.10. The Subscriber's use of the Services shall be determined by reference to data recorded or logged by or on behalf of Bluebell and not by reference to any data recorded or logged by the Subscriber. The Subscriber agrees that Bluebell may invoice the Subscriber for any use made of the Services at any time up to 12 (twelve) months following the date on which the use occurred.

9.11. Payment of all sums due to Bluebell shall be made without any deduction or set-off whatsoever.

9.12. If the Subscriber wishes to dispute any Charges shown on an invoice such a dispute must be notified in writing to Bluebell within 30 (thirty) days of receipt of the invoice, failing which the Subscriber shall be deemed to have accepted the accuracy of the invoice.

9.13. The Subscriber shall provide Bluebell with such deposit or other security for payment of bills as Bluebell may reasonably require from time to time.

9.14. The Subscriber shall pay to Bluebell a monitoring fee of £10 (ten pounds) per month in respect of any Telephone Number that receives less than 4 (four) hours of calls in any month during the Contract Period.

10. Revenue Share

10.1. Subject to clauses 10.2 and 10.3, during the Contract Period, Bluebell shall pay to the Subscriber a share of the revenue generated by inbound calls to the Telephone Numbers, which shall be determined in accordance with the Revenue Share Rate with reference to the duration of all inbound calls made to the Telephone Numbers.

10.2. The Subscriber shall only be entitled to any Revenue Share if and to the extent that Bluebell receives the relevant sums from the Carrier.

10.3. Save to the extent that such fine, charge, payment or repayment arises as a result of the actions of Bluebell, its employees or representatives, in the event that:

10.3.1. Bluebell is required to pay any fine, administrative charges or other sums under any applicable laws or regulations in respect of the Telephone Numbers; or

10.3.2. Bluebell is required or under an obligation to repay to the Carrier any Revenue Share payment that Bluebell has made to the Subscriber

then, without limiting its other rights or remedies, Bluebell shall be entitled to deduct from any future Revenue Share payable to the Subscriber an amount equal to the relevant fine, charge, payment or repayment and/or receive payment from the Subscriber upon demand of an amount equal to the relevant fine, charge, payment or repayment or such part of it that it is unable to deduct from any future Revenue Share payable to the Subscriber.

10.4. With regards to payment of the Revenue Share, Bluebell shall provide the Subscriber with a monthly statement detailing the amount of the Revenue Share payable to the Subscriber in respect of that month. The Subscriber shall no later than 3 (three) months from the date of any statement it receives from Bluebell pursuant to this clause 10.4, submit an invoice to Bluebell for the amount of the Revenue Share detailed in the statement. VAT will be added to all such invoices at the relevant rate where applicable. Invoices properly rendered by the Subscriber in accordance with this clause 10.4 shall be paid by Bluebell no later than 60 (sixty) days of receipt of the relevant invoice. Bluebell reserves the right to refuse payment of any invoice that it receives from the Subscriber that is not properly rendered in accordance with this clause 10.4.

10.5. Revenue share will not be paid on any calls whose duration is less than 21 (twenty one) seconds.

11. Termination

11.1. Without limiting its other rights or remedies, Bluebell may terminate the Contract with immediate effect by giving written notice to the Subscriber if:

11.1.1. the Subscriber commits a material breach of the Contract and (if such a breach is remediable) fails to remedy that breach within 7 (seven) days of being notified in writing of the breach; and/or

11.1.2. the Subscriber suffers an Insolvency Event.

11.2. Without limiting its other rights or remedies, Bluebell may terminate the Contract with immediate effect by giving written notice to the Subscriber if any licence or general authorisation under which Bluebell has the right to provide the Services is revoked, amended or otherwise ceases to be valid.

12. Early Termination Payment

12.1. Without limiting Bluebell's other rights or remedies and except as set out in clause 12.2, if Bluebell terminates the Contract pursuant to clause 11.1 the Subscriber shall pay to Bluebell on demand the following sums:

12.1.1. a sum equal to all Fixed Charges that would have been payable to Bluebell under the Contract during the period from the date of termination of the Contract until expiry of:

12.1.1.1. if termination occurs during the Initial Period, the Initial Period; or

12.1.1.2. where termination occurs during an Extension Period, the current Extension Period;

12.1.2. a sum equal to 45% (forty five percent) of the Average Monthly Revenue multiplied by the total number of whole months that remain to be expired from the date of termination of the Contract until expiry of:

12.1.2.1. if termination occurs during the Initial Period, the Initial Period; or

12.1.2.2. where termination occurs during an Extension Period, the current Extension Period;

12.1.3. a sum equal to the Average Monthly Rebate multiplied by the total number of whole months that remain to be expired from the date of termination of the Contract until expiry of:

12.1.3.1. if termination occurs during the Initial Period, the Initial Period; or

12.1.3.2. where termination occurs during an Extension Period, the current Extension Period.

12.2. Clause 12.1 will not apply if the Subscriber terminates the Contract under clause 3.2 or clause 3.3.

13. Indemnity

13.1. The Subscriber shall indemnify Bluebell against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other professional costs and expenses) suffered or incurred by Bluebell arising out of or in connection with:

13.1.1. the Subscriber's breach or negligent performance or non-performance of the Contract; and/or

13.1.2. any use made by the Subscriber of the Services.

13.2. The indemnity in clause 13.1 shall not cover Bluebell to the extent that a claim under it results from Bluebell's negligence or wilful misconduct.

14. Data Protection

14.1. Bluebell will use the information it holds about the Subscriber to administer the Contract. Bluebell may supply the information to its subcontractors, to enable the provision of the Services.

14.2. Bluebell may use that information to inform the Subscriber of other products or services which it can provide which it thinks the Subscriber may be interested in. If the Subscriber does not wish to receive marketing material from Bluebell it should email Bluebell at customersupport@bluebelltelecom.com requesting opt out of all marketing material.

14.3. Bluebell may run credit checks on the Subscriber to help it decide whether or not to grant the Subscriber credit.

14.4. Bluebell may also need to pass on the Subscriber's information when required by law or regulation or by a court, regulator or other competent authority.

15. General

15.1. Bluebell may at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract.

15.2. The Subscriber may not assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract without the prior written consent of Bluebell.

15.3. If any court, regulator or competent authority finds that any provision of the Contract (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of the Contract shall not be affected.

15.4. If any invalid, unenforceable or illegal provision of the Contract would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.

15.5. A waiver of any right or remedy under the Contract is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.

15.6. A person who is not a party to the Contract shall not have any rights under or in connection with it.

15.7. Any variation to the Contract, including the introduction of any additional terms and conditions, shall only be binding when agreed in writing and signed by Bluebell. This clause shall not apply to changes which Bluebell may make unilaterally under these Terms including changes made by Bluebell to the Services under clause 4.2 or to the Charges under clause 9.8.

15.8. A notice required or permitted to be given by either party to the other under these Terms shall be in writing addressed to that other party at its registered office or principal place of business or sent by fax to the other party's main fax number or such other address or fax number as may at the relevant time have been notified pursuant to this provision to the party giving the notice. Bluebell may notify the Subscriber by email sent to any valid email address of the Subscriber. A notice that has been properly sent or delivered in accordance with this clause will be deemed to have been received as set out in the table below. This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

Delivery method	Deemed delivery date and time
Delivery by hand.	At the time of delivery if within Normal Working Hours or if not, the next Business Day.
Pre-paid first class, recorded delivery post or other next working day delivery service providing proof of delivery.	9.00 am on the second Business Day after posting or at the time recorded by the delivery service.
Fax.	At the time of transmission, if a transmission report is generated confirming that the facsimile was sent to recipient's number and confirming that all pages were successfully transmitted.
Email.	At the time of transmission.

15.9. The Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with, English law, and the parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.