Terms & Conditions

Business Terms of Supply of Services and Products

This page (together with our Connectivity Policy, Hosting Policy, Domain Policy, Mobile/SIM Policy, Acceptable Use Policy, Privacy Policy and Terms of Website Use) tells you information about us and the legal terms and conditions (Business Terms) on which we sell any of the goods or products (Products) or services (Services) or Products and Services listed on our website (Website) to you as a business.

If you are not buying Products or Services as a business then you will contract with us under our Consumer Terms and Conditions of Supply and should return to our website to order as a consumer. By continuing to order via this route, you will be confirming that you are acting as a business.

By agreeing to these terms you are representing and warranting to us that you are a business and that you wish to contract on these Business Terms. We reserve the right to terminate, without liability to us, any contract created by consumers who attempt to contract via these Business Terms.

These Business Terms will apply to any contract between us for the sale and supply of Products and/or Services to you (Contract). Please read these Business Terms carefully and make sure that you understand them before ordering any Products or Services from our Website.

Please click on the button marked “I have read and understand the terms and conditions” at the end of the order form. If you refuse to accept these Business Terms, you will not be able to order any Products or Services from our Website.

You should save or print a copy of these Business Terms for future reference.

We may amend these Business Terms from time to time as set out in clause 9. Every time you wish to order Products or Services, please check these Business Terms to ensure you understand the terms which will apply at that time.

These Business Terms, and any Contract between us, are only in the English language.

1.

INFORMATION ABOUT US

1.1

We operate the website www.uno.uk. We are uno Ltd., of Electric Works, 3 Concourse Way, Sheffield, S1 2BJ, United Kingdom, registered in England and Wales with company number 09262166 and having VAT number GB 203 3305 68.

1.2

We are a communications provider regulated by the Office of Communications (Ofcom). To contact us, please see our Contact Us page (link), or call us on 0333 773 7700.

2.

OUR PRODUCTS AND SERVICES

2.1

The images of the Products on our Website are for illustrative purposes only. Although we have made every effort to display the colours accurately, we cannot guarantee that your computer’s display of the colours accurately reflects the colour of the Products. Your Products may vary slightly from those images.

2.2

The packaging of the Products may vary from that shown in images on our Website.

2.3

All Products and Services shown on our Website are subject to availability. We will inform you by email as soon as possible if the Product or Service you have ordered is not available, and we will not process your order if made.

3.

USE OF OUR WEBSITE

Your use of our Website is governed by our Terms of Website Use. Please take the time to read this, as it includes important terms which apply to you.

4.

HOW WE USE YOUR PERSONAL INFORMATION

We only use your personal information in accordance with our Privacy Policy, which sets out how we comply with the UK General Data Protection Regulation (UK GDPR) and the Data Protection Act 2018. Please take the time to read this, as it includes important terms which apply to you.

5.

BUSINESS CUSTOMERS

5.1

You confirm that you have authority to bind any business on whose behalf you use our Website to purchase Products or Services.

5.2

These Business Terms and our Connectivity Policy, Hosting Policy, Domain Policy, Mobile/SIM Policy, Acceptable Use Policy, Privacy Policy and Terms of Website Use constitute the entire agreement between you and us. You acknowledge that you have not relied on any statement, promise or representation made or given by or on behalf of us which is not set out in these.

5.3

Some protections under these Business Terms and Ofcom’s General Conditions of Entitlement apply only where you are a Small Business Customer. A “Small Business Customer” means a business with no more than ten employees taking our fixed voice and/or broadband services.

Where you are a Small Business Customer:

(a)

before you enter into the Contract we will provide the pre-contract information and contract summary required by Ofcom’s General Conditions;

(b)

we will send you an end-of-contract notification and annual best-tariff information in accordance with those General Conditions;

(c)

where we make a change to your Contract that is likely to be of material detriment to you, we will give you at least one month’s notice and you may end the affected Contract without paying an early termination charge; and

(d)

the automatic-renewal provisions in clause 14.5 apply to you as set out in that clause.

5.4

If you are a Small Business Customer and we are unable to resolve a complaint, you may refer it to our independent Alternative Dispute Resolution (ADR) scheme. Once we have reached “deadlock”, or six weeks have passed since you first complained, you may contact our ADR scheme using the details below. The ADR service is free to use. This right does not apply to business customers with more than ten employees.

Communications & Internet Services Adjudication Scheme (CISAS)
Operated by the Centre for Effective Dispute Resolution (CEDR)
Website: cisas.co.uk
Email: cisas@cedr.com
Telephone: 020 7520 3814

6.

HOW THE CONTRACT IS FORMED BETWEEN YOU AND US

6.1

You will need to place an order via our Website.

6.2

Our order process allows you to check and amend any errors before submitting your order to us. Please take the time to read and check your order at each page of the order process.

6.3

After you place an order, you will receive an email from us acknowledging that we have received your order. However, please note that this does not mean that your order has been accepted. Our acceptance of your order will take place as described in clause 6.4. Your order constitutes an offer to contract on these Business Terms.

6.4

We will confirm our acceptance to you by sending you an email that confirms that the Products have been dispatched and/or that the Services have commenced or the date on which they will commence (Order Confirmation). The Contract between us will only be formed when we send you the Order Confirmation.

6.5

If we are unable to supply you with a Product or Service, for example because a Product is not in stock or a Service is no longer available, or because of an error in the price on our Website as referred to in clause 12.5, we will inform you of this by email and we will not process your order. If you have already paid for the Products or Service, we will refund you the full amount as soon as possible.

7.

PROVIDING SERVICES

7.1

We will supply the Services to you from the date set out in the Order Confirmation until the Contract is terminated by either party in accordance with clause 14.

7.2

We will use reasonable endeavours to supply the Services to you in accordance with the Order Confirmation in all material respects.

7.3

We will use reasonable endeavours to provide Services on time. However, there may be delays due to an Event Outside Our Control. See clause 18 for our responsibilities when an Event Outside Our Control happens.

7.4

We will need certain information from you that is necessary for us to provide the Services. We will contact you by email about this. If you do not, after being asked by us, provide us with this information, or you provide us with incomplete or incorrect information, we may make an additional charge of a reasonable sum to cover any extra work that is required, or we may suspend the Services by giving you written notice. We will not be liable for any delay or non-performance where you have not provided this information to us after we have asked. If we suspend the Services under this clause 7.4, you do not have to pay for the Services while they are suspended, but this does not affect your obligation to pay for any invoices we have already sent you.

7.5

We may have to suspend the Services if we have to deal with technical problems. We will endeavour to contact you to let you know in advance where this occurs, unless the problem is urgent or an emergency. You do not have to pay for the Services while they are suspended under this clause 7.5, but this does not affect your obligation to pay for any invoices we have already sent you.

7.6

If you do not pay us for the Services when you are supposed to as set out in clauses 12 and 13, we may suspend the Services with immediate effect until you have paid us the outstanding amounts. We will contact you to tell you this. This does not affect our right to charge you interest under clause 12.6 or any right of termination we may have under these Business Terms.

7.7

We shall have the right to make any changes to the Services which are necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the Services, and we shall notify you in any such event.

8.

IF THERE IS A PROBLEM WITH THE SERVICES

8.1

In the unlikely event that there is any defect with the Services:

(a)

in the first instance please consult our support centre (link);

(b)

if you cannot find a resolution in our Knowledge Base (link) then please either raise a support ticket or call our support line and tell us as soon as reasonably possible;

(c)

please give us a reasonable opportunity to repair or fix any defect; and

(d)

we will use every reasonable effort to repair or fix the defect as soon as reasonably practicable.

You will not have to pay for us to repair or fix a defect with the Services under this clause 8.1.

8.2

We cannot be held responsible for any issues or loss arising as a result of any incompatibility of the Services and/or Products with your existing or future information technology equipment or set-up, and it is your responsibility to ensure the Services and Products are suitable for your requirements prior to entering into the Contract.

9.

OUR RIGHT TO VARY THESE TERMS

9.1

We may revise these Business Terms from time to time.

9.2

Every time you order Products or Services from us, the Business Terms in force at that time will apply to the Contract between you and us.

9.3

Whenever we revise these Business Terms in accordance with this clause 9, we will keep you informed and give notice of this by stating that these Business Terms have been amended, and the relevant date, at the top of this page. Where you are a Small Business Customer, clause 5.3(c) applies to any change that is likely to be of material detriment to you.

10.

DELIVERY

10.1

Your order will be fulfilled by the estimated delivery date set out in the Order Confirmation, unless there is an Event Outside Our Control. If we are unable to meet the estimated delivery date because of an Event Outside Our Control, we will contact you with a revised estimated delivery date.

10.2

Delivery will be completed when we deliver the Products to the address you gave us.

10.3

The Products will be your responsibility from the completion of delivery.

10.4

You own the Products once we have received payment in full, including all applicable delivery charges. Where any equipment is provided to you on a rental or hire basis, that equipment remains our property and must be returned to us on termination of the Service in accordance with clause 15.

11.

NO INTERNATIONAL DELIVERY

11.1

Unfortunately, we do not deliver to addresses outside the UK.

11.2

You may place an order for Products from outside the UK, but this order must be for delivery to an address in the UK.

12.

PRICE OF PRODUCTS AND SERVICES AND DELIVERY CHARGES

12.1

The prices of the Products and Services will be as quoted on our Website from time to time in our Price List. We take all reasonable care to ensure that the prices of Products and Services are correct at the time when the relevant information was entered onto the system. However, if we discover an error in the price of Products or Services you ordered, please see clause 12.5 for what happens in this event.

12.2

Prices for our Products or Services may change from time to time, but changes will not affect any order which we have confirmed with an Order Confirmation as regards Products. Where you are a Small Business Customer, any change to the price of your Services during a minimum term, and your rights in respect of any materially detrimental change, are dealt with in clause 5.3.

12.3

The price of a Product or Service excludes VAT (where applicable) at the applicable current rate chargeable in the UK for the time being. If the rate of VAT changes between the date of your order and the date of delivery or performance, we will adjust the VAT you pay, unless you have already paid for the Products and/or Services in full before the change in VAT takes effect.

12.4

The price of a Product does not include delivery charges. Our delivery charges are as quoted on our Website from time to time. To check relevant delivery charges, please refer to our Price List.

12.5

It is always possible that, despite our reasonable efforts, some of the Products and/or Services on our Website may be incorrectly priced. We will normally check prices as part of our dispatch procedures so that:

(a)

where the correct price is less than the price stated on our Website, we will charge the lower amount when dispatching the Products to you or when carrying out the Services. However, if the pricing error is obvious and unmistakeable and could reasonably have been recognised by you as a mispricing, we do not have to provide the Products or Services to you at the incorrect (lower) price; and

(b)

if the correct price is higher than the price stated on our Website, we will contact you as soon as possible to inform you of this error and we will give you the option of continuing to purchase the Product and/or Service at the correct price or cancelling your order. We will not process your order until we have your instructions. If we are unable to contact you using the contact details you provided during the order process, we will treat the order as cancelled and notify you in writing.

12.6

If you do not make any payment due to us by the due date for payment, we may:

(a)

claim interest and fixed-sum compensation on each overdue invoice under the Late Payment of Commercial Debts (Interest) Act 1998 (as amended by the Late Payment of Commercial Debts Regulations 2002 and the Late Payment of Commercial Debts Regulations 2013), together with our reasonable costs of recovering the debt;

(b)

to the extent that statutory interest under clause 12.6(a) does not apply, charge interest on the overdue amount at the rate of 8% per annum above the Bank of England base rate from time to time (or, if a court of England and Wales deems this unreasonable, at the rate under section 69 of the County Courts Act 1984). Interest accrues on a daily basis from the due date until the date of actual payment, whether before or after judgment; and

(c)

cease provision of broadband services if an invoice remains unpaid for more than 14 days, and any reasonable costs associated with or arising from the ceasing of the Services will be payable by you.

12.7

If a Direct Debit is returned, or any other charge is incurred as a result of your non-payment of an invoice on the due date, we may charge you a reasonable fee reflecting the administration costs we incur as a result.

12.8

We reserve the right to refer any unpaid account to one or more of our appointed debt collection agencies. Our collection agencies may levy a reasonable further fee, reflecting the costs reasonably incurred in collecting the debt, added to the total debt.

12.9

For the avoidance of doubt, in respect of broadband services, if the phone line on which the broadband is activated is ceased, and as a result our broadband service is automatically ceased, you will still have to pay the agreed charges for the remaining term of any fixed-term Contract.

13.

HOW TO PAY

13.1

You can pay for Products and/or Services using Visa, Mastercard and American Express, or by Direct Debit, or other methods set out on our Website from time to time.

13.2

Payment for the Products and/or Services and all applicable delivery charges is in advance. We will not charge your card or other payment method until we dispatch your order or commence your Services on the date set out in the Order Confirmation.

14.

DURATION AND TERMINATION

14.1

Without limiting its other rights or remedies, each party may terminate the Contract in respect of the Services with immediate effect by giving written notice to the other party if:

(a)

the other party commits a material breach of the Contract and (if such a breach is remediable) fails to remedy that breach within 30 days of that party being notified in writing of the breach;

(b)

the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or 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 an individual) 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;

(c)

the other party 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;

(d)

a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party (being a company) other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;

(e)

the other party (being an individual) is the subject of a bankruptcy petition or order;

(f)

a creditor or encumbrancer of the other 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 days;

(g)

an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the other party (being a company);

(h)

a floating charge holder over the assets of that other party (being a company) has become entitled to appoint or has appointed an administrative receiver;

(i)

a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;

(j)

any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 14.1(b) to clause 14.1(i) (inclusive);

(k)

the other party suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of its business; or

(l)

the other party (being an individual) dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his own affairs or becomes a patient under any mental health legislation.

14.2

Without limiting our other rights or remedies, we may terminate the Contract with immediate effect by giving written notice to you if you fail to pay any amount due under this Contract on the due date for payment.

14.3

Without limiting our other rights or remedies, each party shall have the right to terminate the Contract by giving the other party 90 days’ written notice.

14.4

If the Contract is for a fixed term (as per your order and/or the Order Confirmation), you will only be entitled to terminate the Contract during that fixed term by giving 90 days’ notice which must not expire prior to the completion of the initial fixed term period.

14.5

At the end of the initial fixed term:

(a)

if you are a Small Business Customer (as defined in clause 5.3), the Contract will not automatically renew for a further fixed term. Unless you and we agree a new fixed term, the Contract will continue on a rolling basis terminable by either party on 30 days’ written notice, and you do not need to give notice to avoid being committed to a new fixed term. We will not commit you to a new fixed term without first obtaining your express consent to that specific term, and that consent must be given separately for each new fixed term (we will not rely on a single advance consent to cover future renewals); and

(b)

if you are not a Small Business Customer and you have not given notice to terminate as required in clause 14.3, the Contract will automatically be extended for a further fixed term no longer than the original fixed term, on the same terms. Where this applies, we will make the automatic renewal clear to you before you enter into the Contract.

14.6

Without limiting our other rights or remedies, we shall have the right to suspend provision of the Services under the Contract, or any other contract between you and us, if you become subject to any of the events listed in clause 14.1(b) to clause 14.1(l), or we reasonably believe that you are about to become subject to any of them, or if you fail to pay any amount due under this Contract on the due date for payment.

15.

CONSEQUENCES OF TERMINATION

On termination of the Contract in relation to Services for any reason:

(a)

you shall immediately pay to us all of our outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, we shall submit an invoice, which shall be payable by you immediately on receipt;

(b)

the accrued rights, remedies, obligations and liabilities of the parties as at expiry or termination shall not be affected, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry;

(c)

clauses which expressly or by implication have effect after termination shall continue in full force and effect; and

(d)

7 days from termination we will cease to host your data or provide any of the Services. Please ensure all data is backed up or removed prior to this time to avoid it being automatically deleted. Any equipment provided to you on a rental or hire basis must be returned to us within the period we notify to you, failing which we may charge you a reasonable fee reflecting the cost of replacing or repairing it.

16.

MANUFACTURER GUARANTEES

16.1

Some of the Products we sell to you come with a manufacturer’s guarantee. For details of the applicable terms and conditions, please refer to the manufacturer’s guarantee provided with the Products.

17.

OUR LIABILITY TO YOU

17.1

We only supply the Products for internal use by your business, and you agree not to use the Products for any re-sale purposes.

17.2

Nothing in these Business Terms limits or excludes our liability for:

(a)

death or personal injury caused by our negligence;

(b)

fraud or fraudulent misrepresentation;

(c)

breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession);

(d)

breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession); or

(e)

any other liability that cannot lawfully be limited or excluded.

17.3

Subject to clause 17.2, we will under no circumstances whatsoever be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Contract for:

(a)

any loss of profits, sales, business, or revenue;

(b)

loss or corruption of data, information or software;

(c)

loss of business opportunity;

(d)

loss of anticipated savings;

(e)

loss of goodwill; or

(f)

any indirect or consequential loss.

17.4

The terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.

17.5

This clause 17 shall survive termination of the Contract.

17.6

Subject to clause 17.2 and clause 17.3, our total liability to you in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the higher of the price of the Products or Services provided under the Contract and the level of our insurance as in place from time to time.

17.7

Except as expressly stated in these Business Terms, and subject to clause 17.2, we do not give any representations, warranties or undertakings in relation to the Products or Services. Any representation, condition or warranty which might be implied or incorporated into these Business Terms by statute, common law or otherwise is excluded to the fullest extent permitted by law. In particular, we will not be responsible for ensuring that the Products or Services are suitable for your purposes. The exclusions and limitations in this clause 17 are subject to the requirement of reasonableness under the Unfair Contract Terms Act 1977.

18.

EVENTS OUTSIDE OUR CONTROL

18.1

We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under a Contract that is caused by an Event Outside Our Control. An Event Outside Our Control is defined below in clause 18.2.

18.2

An Event Outside Our Control means any act or event beyond our reasonable control, including without limitation strikes, lock-outs or other industrial action by third parties; civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war; fire, explosion, storm, flood, earthquake, subsidence, epidemic, pandemic or other natural disaster; any virus, cyber attack, or other malicious interference affecting our or our suppliers’ systems; the failure of public or private telecommunications networks; or impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport.

18.3

If an Event Outside Our Control takes place that affects the performance of our obligations under a Contract:

(a)

we will contact you as soon as reasonably possible to notify you; and

(b)

our obligations under a Contract will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control. Where the Event Outside Our Control affects our delivery of Products to you, we will arrange a new delivery date with you after the Event Outside Our Control is over.

19.

COMMUNICATIONS BETWEEN US

19.1

When we refer, in these Business Terms, to “in writing”, this will include email.

19.2

If we have to contact you or give you notice in writing, we will do so by email or by pre-paid post to the address you provide to us in your order.

19.3

Any notice given by you to us, or by us to you, will be deemed received and properly served immediately when raising a ticket via your portal account, or three days after the date of posting of any letter. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of a ticket, that you have the reference shown when raising the ticket. The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.

20.

OTHER IMPORTANT TERMS

20.1

We may transfer our rights and obligations under a Contract to another organisation, but this will not affect your rights or our obligations under these Business Terms.

20.2

You may only transfer your rights or your obligations under these Business Terms to another person if we agree in writing.

20.3

This Contract is between you and us. No other person shall have any rights to enforce any of its terms, whether under the Contracts (Rights of Third Parties) Act 1999 or otherwise.

20.4

Each of the paragraphs of these Business Terms operates separately. If any court or relevant authority decides that any of them are unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.

20.5

If we fail to insist that you perform any of your obligations under these Business Terms, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you.

20.6

These Business Terms are governed by English law. This means that a 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), will be governed by English law. We both agree to the exclusive jurisdiction of the courts of England and Wales.