1.Interpretation
Business Days – Any day Monday to Friday excluding Bank Holidays
Client – The company or Signee on behalf of the Company entering into the agreement with Brooke Trading LTD/ Your Telecom Solution
Connection – Equipment or services supplied by Brooke Trading LTD/ Your Telecom Solution as outlined on the Service Summary
Equipment – The hardware supplied by Brooke Trading LTD/ Your Telecom Solution as outlined on the Service Summary
Minimum Term – The contracted term as outlined in the Service Summary
Service – The products, features and functionality supplied by Brooke Trading LTD/ Your Telecom Solution as outlined on the Service Summary
Subsidiary – The amount payable by Brooke Trading LTD/ Your Telecom Solution to the Client
2. Services
2.1 Summary of Services Provided
Connectivity: Dedicated internet service (FTTP, SoGEA, 5G etc.) at the speeds outlined in the Service summary.
Phone Services: Inbound and outbound calls via physical handsets and Software.
Mobile Services: Mobile sims with varying data, calls and texts services
2.2 Brooke Trading LTD/ Your Telecom Solution aims to provide the Client with Equipment and services (phones, connectivity and mobile Connections) on the agreed date to the Client. The Client also acknowledges that some deviation from the agreed date may occur and is acceptable. These deviations will be communicated to the Client where applicable.
2.3 When entering into an Equipment rental agreement the ownership of the Equipment will remain with Brooke Trading LTD/ Your Telecom Solution at the end of the agreement.
2.4 The Client accepts liability for any loss or damage to Equipment obtained in this agreement from the point it is delivered to the specified address. Any damage, 3rd party replacement or loss of Equipment must be notified by the Client to Brooke Trading LTD/ Your Telecom Solution within 5 working days.
2.5 Equipment can be returned within 14 days of purchase, subject to the Equipment being in the same condition from the point of delivery and any boxes to remain unopened. Any returns not meeting the conditions may only be returned at the discretion of Brooke Trading LTD/ Your Telecom Solution .
2.6 Connectivity services will be provided to the speeds outlined in the below Service Summary, if the speeds fall out of the specified range the Client will notify Brooke Trading LTD/ Your Telecom Solution where they will aim to resolve the fault under the agreed service level response times (3.2).
2.7 Brooke Trading LTD/ Your Telecom Solution aim to notify Client of data usage exceeding its allowance with 1 working day. Delays may occur in providing this information, e.g. when Connection exceeds its allowance outside of the UK. If a delay occurs Brooke Trading LTD/ Your Telecom Solution will make best efforts to notify the Client of data usage.
2.8 Clients may request custom alerts for specific data and costs incurred on mobile Connections, Brooke Trading LTD/ Your Telecom Solution aim to notify the Client within 1 working day of the alert being triggered.
2.9 The Client acknowledges that it may not always be possible for alert information to be passed onto the Client within the specified time scales, but best efforts will be made by Brooke Trading LTD/ Your Telecom Solution to ensure the information is passed to the Client.
2.10 mobile Connections undertaken by the Client are subject to fair usage policies, unlimited data Connections are subject to a 600GB monthly usage. All Connections including data over 20GB will be subject to a limit of 20GB of international (including EU) data. Any data exceeding these limits may be chargeable. Any other fair usage will be outlined by Brooke Trading LTD/ Your Telecom Solution at point of order.
2.11 Mobile Connections traveling outside of the UK may be subject to a daily roaming charge of £3 in Europe and £8 in the rest of the world. Not all countries are included within the daily charge. Any countries not included in the country list (appendix A) will be charged for calls, text and data usage.
2.12 Any downgrade of mobile services during the contract period are subject to a £50 downgrade fee.
2.13 The Client acknowledges that Brooke Trading LTD/ Your Telecom Solution does not manufacture the Equipment provided and any warranties on the Equipment is the responsibility of the manufacturer.
2.14 In some circumstances Brooke Trading LTD/ Your Telecom Solution may arrange for Equipment to be replaced, repaired or compensated. In these instances, the Equipment must be returned to Brooke Trading LTD/ Your Telecom Solution . If the Equipment has been altered, misused, unmaintained or the manufacturer's warranty has been voided Brooke Trading LTD/ Your Telecom Solution may refuse to replace, repair or compensate for the Equipment and the Equipment will be returned to the Client.
3. Service Levels
3.1 Brooke Trading LTD/ Your Telecom Solution agree to provide support and provision services within the following days/ times.
Telephone support: 8 A.M. to 5 P.M. Monday - Friday
Calls received out of office hours will be forwarded to voicemail, but best efforts will be made to answer/action the call, however no action can be guaranteed until the next working day
Email support: 8 A.M. to 5 P.M. Monday - Friday
Emails received outside of office hours will be collected, however no action can be guaranteed until the next working day
3.2 Brooke Trading LTD/ Your Telecom Solution will aim to respond to Client's service requests within the following time scales during normal business hours and outside of normal business hours.
3.3 The Client agrees to: Ensure payment for all support costs are made at the agreed interval. Provide reasonable availability of Client representative(s) when resolving a service-related incident or request. Provide all the necessary access to locations, Equipment, or systems as needed. Ensure compatible hardware, software, and networking environments as specified by the Service Provider. Comply with all relevant laws and regulations in Connection with the use of the network services. Promptly report issues and cooperate with the Service Provider to resolve them via the agreed methods (email, calls).
4. Maintenance and Scheduled Downtime
4.1 The Service Provider will perform scheduled maintenance as needed; best efforts will be made for maintenance to be completed during off peak times to minimize impact on the Client’s operations. Where this cannot be accomplished relevant notice will be provided by Brooke Trading LTD/ Your Telecom Solution .
5. Service Fees and Payment Terms
5.1 The Client shall pay Brooke Trading LTD/ Your Telecom Solution the specified rental fees as outlined in the Service Summary. Payments are due within14 days of the invoice date. Failure to make payment in the specified term may result in the suspension of services.
5.2 Brooke Trading LTD/ Your Telecom Solution may increase the monthly rental of services according to CPI increases Annually, the rental increases will be outlined in the Service Summary.
5.3 In addition to the agreed rental the Client may be subject to charges for engineer call out. This is charged at £150 per callout and £25 per hour after the initial 2 hours, this time is calculated form the time the engineer arrives at the Client’s location.
5.4 Brooke Trading LTD/ Your Telecom Solution may provide the Client with a subsidy. This may take the form of reimbursement of terminations for the Clients previous supplier or a discount for some or all of the contracted terms. The duration of any subsidy will be outlined in the service summary.
5.5 When an agreement includes the reimbursement of terminations the Client is required to provide a copy of the relevant invoice from the previous service provider. Reimbursements will be made within 14 days of the invoice being supplied. If an invoice is not supplied by the Client to Brooke Trading LTD/ Your Telecom Solution , Brooke Trading LTD/ Your Telecom Solution reserves the right to withhold any reimbursement payment.
5.6 In the event that reimbursements on the invoice are less than specified in the service summary Brooke Trading LTD/ Your Telecom Solution will pay the invoiced amount. If the reimbursements on the invoice are more than specified in the service summary the Client will be liable to the additional cost.
5.7 Subsidy will only be claimable once all services/ Equipment specified in the service summary have been delivered/ installed by a Brooke Trading LTD/ Your Telecom Solution engineer.
5.8 When agreements have a separate lease agreement in place Brooke Trading LTD/ Your Telecom Solution may withhold subsidy payments if any delay occurs with the finance agreement. This includes delays in commission payments, signing of paperwork or confirming receipt of Equipment.
5.9 All quotes and prices provided by Brooke Trading LTD/ Your Telecom Solution are exclusive of VAT.
6. Termination of agreement
6.1 This Agreement will commence once the services and hardware have been delivered/ installed by a Brooke Trading LTD/ Your Telecom Solution engineer and will remain in effect for Agreed Term. At the end of the agreement the contract will enter a rolling contract until the agreement is renewed or terminated.
6.2 Either party may terminate this Agreement with 90 days written notice. If the agreement is still within the Minimum Term the Client will be subject to early termination charges.
6.3 In the event of a breach of the agreement by either party, which is not resolved, the agreement may be terminated under 30 days' notice.
6.4 If the contract is terminated during the minimum period Brooke Trading LTD/ Your Telecom Solution will not be required to continue any reimbursements, credits or discounts.
6.5 Any Connections or numbers ceased during the Minimum Term may be subject to a £250 administrative fee per Connection in order to offset any costs liable to Brooke Trading LTD/ Your Telecom Solution .
6.6 Any Connections on a monthly rolling agreement be subject to a £35 administrative fee when ceased.
6.7 At the conclusion of the agreement’s Minimum Terms all rental Equipment must be returned to the Brooke Trading LTD/ Your Telecom Solution unless otherwise specified by Brooke Trading LTD/ Your Telecom Solution . Failure to return the Equipment within 10 working days of the agreement’s end date, the Client may be charged the total cost of the Equipment valued at the start of the agreement.
6.8 The Hardware fund must be spent during the Minimum Term and can only be used to purchase hardware supplied by Brooke Trading LTD/ Your Telecom Solution . The Hardware fund cannot be used to offset/ pay in full any termination charges or rentals. At the end of the Minimum Term any hardware fund remaining will become nil.
6.9 In the event the Client signed the agreement but terminates prior to the delivery/ installation by a Brooke Trading LTD/ Your Telecom Solution engineer the Client may incur an administrative charge of £250 per Connection for work completed by Brooke Trading LTD/ Your Telecom Solution .
6.10 Brooke Trading LTD/ Your Telecom Solution may suspend active services under the threat, suspension or failure of payment to Brooke Trading LTD/ Your Telecom Solution . Brooke Trading LTD/ Your Telecom Solution may terminate the agreement and services immediately if payments are not made for 3 months within a 12 month period. The Client will then be subject to any early termination charges and will be required to return any Equipment under the rental agreement.
6.11 upon receiving notice of Liquation for the Client’s Company, Brooke Trading LTD/ Your Telecom Solution may terminate services within 5 working days of receiving notice.
7. Transferring services from Brooke Trading LTD/ Your Telecom Solution
7.1 Upon the termination of the agreement, the Client may transfer the provided services to an alternative supplier, it will be the responsibility of the new supplier to transfer all services using the industry standard methods, Brooke Trading LTD/ Your Telecom Solution will not be required to facilitate, provide or confirm information ascertaining to the transfer unless otherwise stated or through an approved channel e.g. the raising of a letter of authority to the Communications Provider.
7.2 Should the Client look to move their mobile services to a new supplier they can request a PAC from Brooke Trading LTD/ Your Telecom Solution via call, text, email or website. PACs will be supplied to the Client in 2 working days (less than 10 Connections) and 5 working days for more than 5 Connections. PACs can only be requested form the Agreement Signee, individuals within the company may not request PACs for their mobile numbers.
8. Data Handling (GDPR)
8.1 During the term of the agreement, we may collect and process personal data. This may include data we receive directly from a data subject (for example, by completing forms or by corresponding with us by mail, phone, email or otherwise) and data we receive from other sources (including, for example, business partners, sub-contractors in technical, payment and delivery services, credit reference agencies and others).
8.2 We will only process personal data for the specific purposes communicated or for any other purposes specifically permitted by the Data Protection Act 2018.
8.3 Brooke Trading LTD/ Your Telecom Solution will implement appropriate security measures to protect the Client’s data and ensure anyone handling the data will comply with confidentiality measures (physically and digitally). In the event of a data breach Brooke Trading LTD/ Your Telecom Solution will inform the affected parties within 72 hours.
8.4 Both parties agree to protect each other’s confidential information and not to disclose it to any third parties without prior written consent in accordance with the data protection act of 2018.
8.5 This agreement in no way supersedes the data protection act 2018 as Brooke Trading LTD/ Your Telecom Solution has taken measures to ensure it complies with the data protection act 2018.
8.6 Brooke Trading LTD/ Your Telecom Solution will ensure any 3rd Part who handle the Clients data will comply with the same processing and handling measures but liability will remain with the 3rd party.
9 Limitation of Liability
9.1 Brooke Trading LTD/ Your Telecom Solution agrees to fulfil all services outlined in the service summary, the Client acknowledges that any statement, promise, assurance made that is not included in the service summary is not covered by the agreement.
9.2 Brooke Trading LTD/ Your Telecom Solution cannot guarantee the services provided will be without interruptions, incur temporary degradation or faults. The Client acknowledges that Brooke Trading LTD/ Your Telecom Solution shall not be liable for direct, indirect, incidental, or consequential damages, including lost profits as a result.
9.3 Brooke Trading LTD/ Your Telecom Solution ’s liability under this Agreement shall not exceed the total fees paid by the Client in the previous six months.
9.4 Brooke Trading LTD/ Your Telecom Solution take no liability associated with fraudulent calls made via the services provided to the Client. It is the responsibility of the Client to ensure that reasonable steps are taken to ensure the services are not misused in this way.
9.5 Under the provisioning/ hosting of number in accordance with 999 services the Client may be required to provide information about their location in order for emergency service to be able to locate them. If the Client fails to provide or provides incorrect information they will be liable to any charges incurred by the emergency services inability to locate/ contact the Client.
9.6 In the event that the service enters downtime it is the responsibility of the Client to ensure they have the means to contact 999.
9.7 Neither party shall be liable for any failure to perform its obligations under this Agreement due to events beyond its reasonable control, including but not limited to natural disasters, strikes, and governmental actions.
10.General
10.1 Brooke Trading LTD/ Your Telecom Solution reserve the right to alter the terms of this agreement. any changes to the terms of this agreement will be communicated to the Client and require signatures from both parties.
11. This Agreement constitutes the entire agreement between the parties concerning network services and supersedes all prior agreements and understandings.
12. This Agreement shall be governed by English law and the parties submit to the exclusive jurisdiction of the English court.
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