Terms & Conditions

1.1. The following definitions and rules of interpretation apply in these Standard Terms:
“Additional Termination Charge” has the meaning given to it in clause 15.5;
“Annex” or “Annexes” has the meaning given to it in clause 2.1;
“Applicable Data Protection Legislation” means the EU General Data Protection Regulation (EU) 2016/679) (“GDPR”), read in conjunction with, and subject to, any applicable UK national legislation that provides for specifications or restrictions of the GDPR’s provisions, or from the date of its implementation, any applicable legislation that supersedes or replaces the GDPR in the UK or which applies the operation of the GDPR as if the GDPR were part of UK national law, which may include (without limitation) the Data Protection Act 2018, the European Union (Withdrawal) Act 2018 and the Data Protection, Privacy and Electronic Communications (Amendments etc.) (EU Exit) Regulations 2019;
“Business” means where you are not a Consumer and you buy Goods and/or Services from us for purposes that are wholly or mainly within your trade, business, craft or profession (and this includes where you are an organisation which operates for charitable purposes);
“Call Tariffs” mean the rates we charge you on a pence per minute basis for calls you make using our telephony Services;
“Charges” mean the money you agree to pay us under these Standard Terms in exchange for the Goods and/or Services;
“Consumer” means where you are an individual who buys Goods and/or Services from us for purposes that are wholly or mainly outside your trade, business, craft or profession.
“Contract” means the relevant contract(s) between us and you for each item of Goods and/or each Service purchased under these Standard Terms;
“Control Panel” means the secure section of the Website where you can log-in and, amongst other things, access your Gradwell account and add, amend, and manage the relevant Services which you have purchased from Gradwell;
“Customer Status” has the meaning given to it in clause 7.3;
“Data” means information, documents, text, software, music, sound, photography, messages, and other material of any kind in any form that you generate, store, transmit or use in connection with the Services;
“Data Controller” has the meaning given to it in the Applicable Data Protection Legislation;
“Early Termination Charge” means a charge we may impose on you in accordance with clause 15.5;
“e-Sales” has the meaning given to it in clause 4.1;
“Goods” means the hardware you purchase from us as detailed in the relevant Order Confirmation (and Order Form where applicable);
“Gradwell” / ”we” / ”our” / ”us”: means Gradwell Communications Limited, company number 03673235, more fully described in clause 3;
“Internet” means the global data network comprising interconnected networks in connection with which the Services are supplied;
“Law” means:
(a) any law, statute, regulation, instruction, guideline, determination, designation or code of conduct having force of law of any governmental, supranational or other regulatory authority or agency of competent jurisdiction; or
(b) any term in any regulatory or governmental license, authorisation, consent, permission, approval or guidance;
“Main Body Terms” mean the Standard Terms excluding the Annexes;
“Malware” means ‘logic bombs’, ‘worms’, ‘viruses’, ‘trojans’, ‘spyware’, ‘adware’ or any software or computer code having the same or similar effect (those expressions having the meanings as they are generally understood within the computing industry);
“Master Contact Details” has the meaning given to it in clause 4.14;
“Minimum Contract Period” means in relation to the relevant Contract, the minimum period for which you commit to receive and pay for the Services in accordance with clause 15.2, commencing either from the relevant point specified under clause 15.2 or the point at which the Contract is renewed in accordance with clause 15.3 or 15.4. Terminating your Contract before the relevant Minimum Contract Period has expired will result in you needing to pay us an Early Termination Charge in accordance with clause 15.5;
“Order Form” means the relevant form(s) issued by Gradwell which you can complete and return to us to place an order for Services under our Telesales process. The Order Form may include important details about your order such as things you must do, or must allow us or our suppliers to do, in order to be able to provide the relevant Goods or Services to you, and it may specify additional or standard Charges that are not contained on the Order Confirmation. When accompanied by a corresponding Order Confirmation, such provisions on an Order Form are contractually binding under these Standard Terms;
“Order Confirmation” means the document we email to you in accordance with clauses 4.6.1 or 4.6.2 accepting your order and which specifies the relevant details of your order (such as what has been purchased, the price and the Minimum Contract Period) and which bears a date of the order acceptance plus your electronic signature;
“Party” means, as required by the context, either you or us, and “Parties” means both you and us;
“Personal Data” has the meaning given to it in the Applicable Data Protection Legislation;
“Privacy Policy” means the document available at https://www.gradwell.com/privacy (that may be amended from time to time) which sets out the nature and scope of your Personal Data in relation to which Gradwell is a Data Controller, and provides details as to how Gradwell will deal with that Personal Data;
“Purchase Date” has the meaning given to it in clause 13.1;
“Quotation” has the meaning given to it in clause 4.4;
“Select Partner” means the relevant third party who has been selected and approved by Gradwell to act as an intermediary in the sale of Gradwell’s Goods and Services under the terms of a select partner agreement, but where the contractual relationship for the purchase and use of the Goods and Services is between you and Gradwell;
“Services” means the communications and IT services that you purchase from us as detailed in the Order Confirmation (and Order Form where applicable), which include, but are not limited to, voice services, broadband services and Microsoft Office 365 services;
“Standard Terms” means the terms and conditions set out here including all relevant Annexes;
“Support Team” means the support engineers employed or instructed by Gradwell to provide technical support in relation to our Goods and Services;
“Telesales” has the meaning given to it in clause 4.1;
“Traffic Management Policy” means the measures we may exercise as part of managing the internet connectivity Services we supply to you, as set out at https://www.gradwell.com/traffic-management-policy/ which may be amended from time to time;
“You” means you, the customer, who purchases Goods/Services from Gradwell under these Standard Terms (and “your” should be interpreted accordingly);
“Website” means our web presence at www.gradwell.com (including any associated website, web-page, or sub-page of that website); and
“Working Day” means any day which is not a Saturday, a Sunday or a bank or public holiday in England.
1.2. All headings are for convenience, have no legal effect and should be ignored when interpreting these Standard Terms.
1.3. The singular includes the plural and vice versa; references to any gender include every gender; and references to persons include corporations, partnerships and other unincorporated associations or bodies of persons.
1.4. Any reference to a “clause” is to a clause of the Main Body Terms, and any reference to a “paragraph” is to the paragraph of the relevant Annex, unless the context requires otherwise.
1.5. A reference to any provision of any enactment will be construed as a reference to that provision or enactment as amended, re-enacted or extended at the relevant time.
1.6. The definitions contained in the Interpretation Act 1978 apply (unless a specific definition has been included or the context requires otherwise) in interpreting words and phrases used in these Standard Terms.
1.7. When we use the words “writing” or “written” in these Standard Terms, this will include email unless we say otherwise.
1.8. References to these Standard Terms or any other document are to these Standard Terms or that document as amended from time to time.