Business General Terms and Conditions

Last updated: 19 January 2026

Please read these Terms and Conditions carefully. They contain important information about the services Optua provides, how the Agreement can be changed or terminated, and the Charges payable by the Customer.

These Terms and Conditions apply to business customers only, including sole traders, and are not intended for consumers.

If you require an accessible version, for example by PDF or by post, please contact us at contactus@optua.co.uk

1. Definitions and Interpretation

1.1 Definitions

In these Terms and Conditions, unless the context otherwise requires:

  • "Acceptable Use Policy" means Optua's policy governing acceptable use of the Services, as updated from time to time and made available to the Customer on request or via Optua's website.
  • "Agreement" means the contract between Optua Telecommunications Limited and the Customer comprising these Business Terms and Conditions, any applicable Service Schedule, the Order Form, the Acceptable Use Policy, the Compliance Policy, the Privacy Policy, the Complaints Code, and any other documents expressly incorporated by reference.
  • "Business Day" means any day other than a Saturday, Sunday or public holiday in Scotland.
  • "Charges" means the fees and charges payable by the Customer for the Services as set out in the Order Form or as otherwise notified by Optua in accordance with this Agreement.
  • "Commencement Date" means the earlier of: (a) the date on which Optua first provides any of the Services to the Customer; or (b) the date specified as the commencement date in the Order Form.
  • "Compliance Policy" means Optua's policy setting out compliance, security and legal obligations relating to the Services, as amended from time to time and made available on request or via Optua's website.
  • "Customer" means the business, partnership, public body, sole trader or other legal entity that has entered into this Agreement with Optua for the provision of Services, as identified in the Order Form.
  • "Customer Equipment" means any equipment, hardware, software, systems, cabling or facilities owned, leased or operated by the Customer that are used in connection with the Services but are not supplied by Optua.
  • "Data Protection Laws" means all applicable privacy and data protection laws in force from time to time in the United Kingdom, including the UK GDPR and the Data Protection Act 2018, and any subordinate legislation and guidance issued by the Information Commissioner's Office.
  • "Early Termination Charges" has the meaning given in clause 5.5.
  • "Equipment" means any hardware, routers, handsets, customer premises equipment or other physical equipment provided by Optua to the Customer in connection with the Services, whether on a rental or sale basis.
  • "Know Your Customer (KYC)" means the process of identity verification and customer due diligence conducted by Optua in accordance with clause 2, including without limitation identity document verification, address verification, beneficial owner verification, and other identity confirmation procedures as required by law or regulation.
  • "Minimum Term" means the initial minimum contract period for the Services as specified in the Order Form (which may be 1 month (rolling), 12 months, 24 months or 36 months, or such other period as may be agreed in writing).
  • "Ofcom" means the Office of Communications or any successor body acting as the UK communications regulator.
  • "Order Form" means the order document (in paper or electronic form) completed by or on behalf of the Customer and accepted by Optua, specifying the Services to be provided, the Minimum Term and the applicable Charges.
  • "Personal Guarantee" means a legal guarantee provided by an individual director, owner, or sole trader in accordance with clause 2.14 securing the Customer's obligations under the Agreement.
  • "Privacy Policy" means Optua's privacy policy describing how Optua processes personal data, as updated from time to time and available on request or via Optua's website.
  • "Service Schedule" means any service-specific terms applicable to particular Services (for example, Broadband Service Terms, Voice Service Terms, Hosted Telephony Terms), as incorporated into the Agreement.
  • "Services" means the telecommunications, connectivity and related services to be provided by Optua to the Customer as set out in the Order Form and any applicable Service Schedule, including, but not limited to, broadband, voice, hosted telephony and associated support services.
  • "Sole Trader" means a self-employed individual operating a business in their own name and registered with HMRC for tax purposes.
  • "UK GDPR" means the General Data Protection Regulation as retained in UK law by virtue of the European Union (Withdrawal) Act 2018, as amended from time to time.

1.2 Headings

Clause, schedule and paragraph headings shall not affect the interpretation of this Agreement. References to "including" or "includes" shall be deemed to be followed by "without limitation".

1.3 Order of Precedence

In the event of any conflict or inconsistency between the components of the Agreement, the following order of precedence shall apply (highest first), unless expressly stated otherwise:

  1. Any Service Schedule;
  2. The Order Form;
  3. These Business Terms and Conditions;
  4. The Acceptable Use Policy, Compliance Policy, Privacy Policy and Complaints Code;
  5. Any other document expressly incorporated by reference.

2. Eligibility and Contract Formation

2.1 Eligible Customers

The Services are available only to business customers registered or operating in the United Kingdom, the United States or Canada. Eligible business customers include:

  • Companies (limited companies and partnerships);
  • Sole traders registered with HMRC and operating a business in their own name;
  • Public bodies and statutory authorities;
  • Other legal entities operating a business.

Optua's Services are not intended for residential consumers.

2.2 Authority to Enter into Agreement

The Customer warrants that the person signing or otherwise approving the Agreement (including by electronic acceptance or by placing an order online) on behalf of the Customer is at least 18 years of age and has full authority to bind the Customer.

2.3 Commencement of Agreement

The Agreement shall come into force on the Commencement Date, being the earlier of:

  • (a) Optua's written acceptance (including email or electronic confirmation) of the Customer's Order Form;
  • (b) Optua commencing provision of any of the Services; or
  • (c) the Customer's first use of the Services.

2.4 Right to Refuse Service

Optua may, in its sole discretion, refuse any order or application for Services and shall not be obliged to give reasons for such refusal. Without limiting the generality of this clause 2.4, Optua reserves the right to conduct credit checks, financial assessments, Know Your Customer (KYC) checks, and identity verification on prospective customers and may refuse to provide Services based on the results of such checks.

3. Credit Checking, Know Your Customer (KYC), and Financial Assessment

3.1 Credit Checks and Financial Assessments

Optua may conduct credit checks and financial assessments at any time, including:

  • (a) Before accepting an Order Form;
  • (b) After receiving a completed Order Form but before commencing provision of Services;
  • (c) At any time during the term of the Agreement where Optua reasonably considers it necessary to assess the Customer's ongoing creditworthiness.

3.2 Credit Reference Agencies

Optua uses Creditsafe Business Information Limited as its primary credit reference agency, and may also use other credit reference agencies including Experian Limited, Equifax Limited, and TransUnion International UK Limited.

3.3 Scope of Credit Checks

Credit checks may include searches against:

  • (a) The Customer's business credit file and credit score;
  • (b) Company information, financial statements, and accounts filed at Companies House or equivalent registries;
  • (c) County Court Judgments (CCJs), insolvency records, bankruptcies, and administration orders;
  • (d) Directors' and officers' credit files and financial standing (where relevant);
  • (e) Payment history, trade credit data, and financial performance indicators;
  • (f) Fraud prevention databases and sanctions lists.

3.4 Know Your Customer (KYC) Requirements

In addition to credit checks, Optua may conduct Know Your Customer (KYC) procedures at any time, including:

  • (a) Before accepting an Order Form;
  • (b) After receiving a completed Order Form but before commencing provision of Services;
  • (c) If a satisfactory credit check cannot be obtained or completed;
  • (d) At any time during the term of the Agreement where Optua reasonably considers it necessary for compliance, fraud prevention, or ongoing risk assessment.

KYC procedures may include:

  • (i) Identity document verification (including but not limited to government-issued passports, driving licenses, national identity cards);
  • (ii) Proof of current residential address verification (including utility bills, bank statements, rental agreements, council tax documents);
  • (iii) Verification of the identity of the ultimate beneficial owner(s) of the Customer;
  • (iv) For sole traders, verification of HMRC registration and trading history;
  • (v) Directors' identity and background checks (where the Customer is a company);
  • (vi) Beneficial ownership and control verification;
  • (vii) Biometric verification (including facial recognition and liveness checks where conducted digitally);
  • (viii) Cross-referencing against fraud prevention databases, anti-money laundering (AML) lists, and sanctions lists;
  • (ix) Ongoing monitoring of the Customer's continued compliance with KYC requirements during the term of the Agreement.

3.5 Refusal of Service Based on Credit or KYC Assessment

If, at any time (including after receiving a completed Order Form), Optua conducts a credit check or KYC assessment and finds:

  • (i) Adverse credit information or unsatisfactory creditworthiness;
  • (ii) Evidence of financial instability or insolvency risk;
  • (iii) County Court Judgments, insolvency proceedings, bankruptcy, or poor payment history;
  • (iv) Incomplete, unsatisfactory, or inconclusive KYC information;
  • (v) Identity verification failures or inability to complete KYC procedures;
  • (vi) Matches against fraud prevention databases, AML lists, or sanctions lists;
  • (vii) Any other factors that Optua reasonably considers indicate a credit risk or regulatory compliance concern,

Optua may, in its sole and absolute discretion:

  • (a) Refuse to provide the Services;
  • (b) Decline to accept the Order Form;
  • (c) Require the Customer to provide a deposit, guarantee, or other security before commencing Services;
  • (d) Require the Customer to pay Charges in advance;
  • (e) Impose credit limits or restrict the scope of Services provided;
  • (f) Require completion of satisfactory KYC procedures before proceeding;
  • (g) Require a Personal Guarantee in accordance with clause 2.14;
  • (h) Terminate the Agreement in accordance with clause 5.4.

3.6 KYC Information Provision

Optua is not obliged to provide reasons for refusing service based on credit or KYC assessment, but may do so at its discretion.

3.7 No Automatic Provision of Credit or KYC Reports

Optua does not automatically provide the Customer with a copy of the credit report, credit score, or KYC information obtained from credit reference agencies or gathered during KYC procedures.

If the Customer wishes to obtain a copy of their credit report, the Customer must contact the relevant credit reference agency directly. The Customer has the right to request a free statutory credit report from each credit reference agency once per year.

If the Customer wishes to obtain a copy of KYC information held by Optua (including identity documents processed), the Customer should submit a Subject Access Request under the Data Protection Act 2018 and UK GDPR to contactus@optua.co.uk.

3.8 Credit Reference Agency Contact Details

Creditsafe Business Information Limited

Experian Limited

  • Website: www.experian.co.uk
  • Address: George West House, Great West Road, Brentford, TW8 9AG

Equifax Limited

  • Website: www.equifax.co.uk
  • Address: Customer Service Centre, PO Box 10036, Leicester, LE3 4FS

TransUnion International UK Limited

3.9 Information Sharing with Credit Reference Agencies and Fraud Prevention Agencies

The Customer acknowledges and agrees that:

  • (a) Optua may share information about the Customer with credit reference agencies and fraud prevention agencies for the purposes of credit assessment, identity verification, fraud prevention, and debt recovery;
  • (b) Credit reference agencies may use the information for their own purposes, including providing it to other organisations for credit assessment and fraud prevention;
  • (c) The Customer's credit file may be affected by Optua's reporting of account information, payment history, and any defaults or County Court Judgments;
  • (d) Optua may conduct periodic credit and KYC reviews during the term of the Agreement and may adjust credit terms, require additional KYC verification, or require additional security based on changes in the Customer's creditworthiness or compliance status.

3.10 Personal Guarantee as Condition of Service

3.10.1 Right to Require Personal Guarantee

Optua may, in its sole discretion, require a Personal Guarantee as a condition of:

  • (a) Accepting an Order Form;
  • (b) Commencing provision of Services;
  • (c) Continuing to provide Services during the term of the Agreement;
  • (d) Where a satisfactory credit check or KYC assessment cannot be completed or where the results are inconclusive.

3.10.2 Form of Personal Guarantee

Where a Personal Guarantee is required, it shall:

  • (a) Be in writing and signed by the guarantor;
  • (b) Be executed by one or more of the following:
    • (i) The sole trader who is the Customer;
    • (ii) The director or owner of the Customer (where the Customer is a company or other legal entity);
    • (iii) Any other individual whom Optua reasonably requires in accordance with its risk assessment procedures;
  • (c) Be an "all sums" guarantee securing all amounts due under the Agreement, or alternatively a capped guarantee in the amount specified by Optua;
  • (d) Cover the Personal Guarantor's obligations for all Charges, Early Termination Charges, and any other liabilities of the Customer under the Agreement;
  • (e) Survive termination of the Agreement for a period of 5 years or such longer period as prescribed by law;
  • (f) Include such other terms and conditions as Optua may reasonably require.

3.10.3 Enforcement of Personal Guarantee

Where a Personal Guarantee has been provided:

  • (a) Optua may pursue the Personal Guarantor for payment of any amounts due by the Customer without first exhausting remedies against the Customer;
  • (b) Optua may pursue the Personal Guarantor for all Charges, interest, Early Termination Charges, debt recovery costs, legal fees, and other liabilities under the Agreement;
  • (c) The Personal Guarantor's liability shall not be affected by the insolvency, administration, or liquidation of the Customer;
  • (d) The Personal Guarantor's liability shall be a personal liability and may extend to the Personal Guarantor's personal assets.

3.10.4 Personal Guarantee Template

Optua shall provide a Personal Guarantee in accordance with Scots law that is clear, unambiguous, and executed by the Personal Guarantor with full understanding of their obligations. The Personal Guarantor is advised to seek independent legal advice before signing any Personal Guarantee.

3.10.5 Duration of Personal Guarantee Obligation

The Personal Guarantor's obligations under any Personal Guarantee shall survive termination of the Agreement and shall remain enforceable for a period of 5 years from the date of termination (or such longer period as may be prescribed by Scots law), provided that Optua notifies the Personal Guarantor of a claim within 12 months of the date the Customer's obligation to pay first arose.

4. Provision of Services

4.1 Service Provision Standard

Optua shall provide the Services with reasonable skill and care and in accordance with the Agreement and any applicable Service Schedule.

4.2 Dates and Times

Any dates or times for the provision, activation, upgrade, downgrade or migration of the Services are estimates only. Time shall not be of the essence in relation to such dates or times.

4.3 Third-Party Networks

The Customer acknowledges that the Services may be dependent on third-party networks, infrastructure and services and that Optua cannot guarantee an uninterrupted or error-free service.

4.4 Service Suspension

Optua may suspend or restrict the Services (in whole or in part) where reasonably necessary:

  • (a) for planned maintenance or upgrades;
  • (b) for emergency maintenance or to resolve an actual or suspected service fault;
  • (c) to comply with any legal, regulatory or governmental requirement, direction or order; or
  • (d) where the Customer is in material breach of the Agreement.

Optua shall provide reasonable notice of planned maintenance where practicable.

4.5 Customer Obligations Regarding Service Use

The Customer shall comply with the Acceptable Use Policy and the Compliance Policy, each of which forms part of this Agreement. Optua may amend these policies from time to time to reflect changes in law, regulation or industry best practice and will make updated versions available to the Customer.

5. Customer Obligations

5.1 Information and Accuracy

The Customer shall provide accurate, complete and up-to-date information as reasonably required by Optua for the provision and support of the Services and shall promptly notify Optua of any changes to such information, including any changes to:

  • (a) The Customer's registered address or principal place of business;
  • (b) Key contact details;
  • (c) Ownership, control, or management of the Customer;
  • (d) Directors, officers, or beneficial owners (where applicable);
  • (e) Any matter that may affect the Customer's creditworthiness or compliance status.

5.2 Customer Equipment

The Customer shall ensure that any Customer Equipment is:

  • (a) suitable for use with the Services;
  • (b) maintained in good working order; and
  • (c) compliant with any reasonable technical requirements notified by Optua.

5.3 Account Responsibility

The Customer is responsible for all use of the Services under its account, including use by its employees, contractors, agents and any other persons who access the Services with the Customer's knowledge or permission.

5.4 Security

The Customer shall maintain the security and confidentiality of all usernames, passwords, security credentials and access methods relating to the Services and shall promptly notify Optua if it suspects any unauthorised access or security breach.

5.5 Access to Premises

The Customer shall provide Optua, its employees, contractors and authorised agents with safe and reasonable access to any premises as required for the installation, maintenance, inspection, repair or removal of Equipment or for the investigation of faults.

5.6 Prohibited Use

The Customer shall not use the Services:

  • (a) in any way that breaches the Acceptable Use Policy or any applicable law or regulation;
  • (b) to infringe any intellectual property rights or other rights of any third party;
  • (c) to transmit any harmful code, spam, or unlawful, offensive or defamatory material.

5.7 Business Continuity

The Customer is responsible for ensuring that it has appropriate backup arrangements and business continuity plans in place, as the Services are not guaranteed to be fault-free or continuously available.

6. Contract Term, Renewal and Termination

6.1 Initial Term

The Agreement shall commence on the Commencement Date and shall continue for the Minimum Term, unless terminated earlier in accordance with this Agreement.

6.2 Renewal and Continuation

Unless otherwise stated in the Order Form, upon expiry of the Minimum Term the Agreement shall continue on a rolling monthly basis and may be terminated by either party on not less than 30 days' prior written notice, expiring at the end of a calendar month. If the Order Form states that the Agreement will expire at the end of the Minimum Term unless renewed, the Agreement will end on that date unless the parties agree in writing to renew.

6.3 Termination for Material Breach

Either party may terminate the Agreement, or any individual Service, with immediate effect by written notice to the other party if:

  • (a) the other party commits a material breach of the Agreement and, where the breach is capable of remedy, fails to remedy it within 14 days after receiving written notice requiring it to do so; or
  • (b) the other party repeatedly breaches the Agreement in such a way as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the Agreement.

6.4 Termination by Optua

Optua may terminate the Agreement and/or suspend the Services (in whole or in part) immediately by written notice to the Customer if:

  • (a) the Customer fails to pay any amount due under the Agreement within 14 days after the due date;
  • (b) the Customer materially breaches the Acceptable Use Policy, Compliance Policy or any applicable Service Schedule;
  • (c) the Customer becomes insolvent, enters administration, liquidation or any analogous procedure, or makes any arrangement or composition with its creditors;
  • (d) Optua is required to do so by law, regulation, Ofcom or other competent authority;
  • (e) the Customer is struck off or removed from Companies House or another applicable business registry;
  • (f) the Customer (if a sole trader) ceases to be registered with HMRC or ceases to operate a business;
  • (g) A Personal Guarantor fails to provide or renew a Personal Guarantee when required by Optua;
  • (h) Optua conducts a credit check or KYC assessment (whether before or after the Commencement Date) and determines, in its sole and reasonable discretion, that:
    • (i) The Customer's creditworthiness is unsatisfactory;
    • (ii) There is adverse credit information;
    • (iii) There is inconclusive or unsatisfactory KYC information;
    • (iv) Identity verification has not been completed satisfactorily;
    • (v) Continuing to provide Services presents an unacceptable credit risk, regulatory compliance risk, or fraud risk to Optua.

6.5 Early Termination Charges

If:

  • (a) the Customer terminates the Agreement or any Service during the Minimum Term other than in accordance with clause 6.3; or
  • (b) Optua terminates the Agreement or any Service during the Minimum Term pursuant to clause 6.4,

the Customer shall pay Early Termination Charges. Early Termination Charges shall be an amount equal to the total Charges that would have been payable by the Customer for the remainder of the Minimum Term for the terminated Services, discounted where required by law or regulation and subject to any specific provisions set out in the relevant Service Schedule.

6.6 Effect of Termination

Termination of the Agreement (or any Service) shall not affect any accrued rights or liabilities of either party as at the date of termination, including the obligation to pay any outstanding Charges.

6.7 Consequences of Termination

On termination of the Agreement (or any Service):

  • (a) all licences granted to the Customer under the Agreement shall immediately cease in respect of the terminated Services;
  • (b) the Customer shall cease all use of the terminated Services and any associated software; and
  • (c) the Customer shall, within 14 days, return any Equipment provided on a rental basis in accordance with clause 7.

7. Charges and Payment

7.1 Payment Obligation

The Customer shall pay the Charges in accordance with this clause 7, the Order Form and any applicable Service Schedule.

7.2 Invoice Timing

Unless otherwise agreed in the Order Form, Charges will be invoiced monthly in advance for recurring Charges and monthly in arrears for usage-based or variable Charges.

7.3 Payment Methods

All payments shall be made by one of the following methods only, as applicable to the Customer's registered jurisdiction:

  • (a) Direct Debit or BACS transfer for UK-registered entities;
  • (b) Automated Clearing House (ACH) for US-registered entities; or
  • (c) Pre-Authorised Debit (PAD) for Canadian-registered entities.

No other payment methods are accepted unless expressly agreed in writing by Optua.

7.4 Payment Mandates

The Customer shall complete any required Direct Debit mandate, ACH authorisation or PAD agreement. Optua shall provide the Customer with not less than 5 days' advance notice of the date and amount of any Direct Debit, ACH or PAD collection, unless a different statutory or scheme-mandated notice period applies.

7.5 Failed Payments

If any Direct Debit, ACH, PAD or BACS payment is returned unpaid or fails due to insufficient funds or any other reason within the Customer's control, the Customer shall pay an administration fee of £25.00 per failed payment.

7.6 Late Payment

Without prejudice to any other right or remedy, if the Customer fails to make any payment under the Agreement by the due date:

  • (a) interest shall accrue on the overdue amount at a rate of 4% per annum above the base rate of Lloyds Bank plc (or such other UK clearing bank as Optua may nominate) from the due date until payment of the overdue amount, whether before or after judgment;
  • (b) Optua may suspend the Services (in whole or in part) on giving not less than 7 days' prior notice, provided that the Customer remains liable to pay all Charges during any such period of suspension; and
  • (c) Optua may instruct a third-party debt collection agency or legal advisers to recover the unpaid amounts, and the Customer shall reimburse Optua on demand for all reasonable costs, fees and expenses incurred in doing so.

7.7 VAT

All Charges are exclusive of VAT and any other applicable sales, use or similar taxes, which shall be payable by the Customer at the prevailing rate.

7.8 Price Increases

7.8.1 Optua-Controlled Charges

Optua may increase the Charges for Services (excluding Carrier-Led Charges as defined in clause 7.8.2) by giving the Customer not less than 30 days' prior written notice. Any such increase shall not exceed the greater of:

  • (a) the percentage increase in the Consumer Prices Index (CPI) over the preceding 12-month period; or
  • (b) 5%.

If the Customer does not accept such increase, the Customer may terminate the affected Services by giving written notice to Optua before the increase takes effect; such termination shall take effect on the date the increase would otherwise have applied and Early Termination Charges shall not apply solely as a result of such price-related termination.

7.8.2 Carrier-Led Charges

Notwithstanding clause 7.8.1, Optua may increase Carrier-Led Charges at any time by giving the Customer not less than 30 days' prior written notice, and such increases shall not be subject to the limitations set out in clause 7.8.1.

"Carrier-Led Charges" means charges, fees, or costs that are:

  • (a) directly imposed by Optua's wholesale network providers, carriers, or infrastructure providers (including but not limited to Openreach, CityFibre, TalkTalk, Vodafone, and any other third-party network operator);
  • (b) passed through to the Customer at cost or with minimal margin; and
  • (c) outside Optua's direct control, including but not limited to:
    • (i) connection fees and installation charges;
    • (ii) engineer visit fees;
    • (iii) technology migration charges;
    • (iv) infrastructure access fees;
    • (v) regulatory levies or charges imposed by Ofcom or other competent authorities;
    • (vi) any other fees or charges imposed by third-party providers in connection with the provision of the Services.

Optua shall notify the Customer of any increase in Carrier-Led Charges and, where reasonably practicable, shall provide details of the carrier or provider imposing the increase.

7.8.3 Termination Rights for Carrier-Led Charge Increases

Where Carrier-Led Charges are increased in accordance with clause 7.8.2, the Customer may terminate the affected Services by giving written notice to Optua within 14 days of receiving notice of the increase; such termination shall take effect on the date the increase would otherwise have applied and Early Termination Charges shall not apply solely as a result of such carrier-led price increase, provided that:

  • (a) the increase is substantial (being an increase of 10% or more of the relevant Carrier-Led Charge); and
  • (b) the Customer has not yet incurred the Carrier-Led Charge (for example, for connection fees on new orders not yet placed).

For the avoidance of doubt, if the Customer has already incurred a Carrier-Led Charge (for example, on an existing live service), the Customer may terminate the Service but shall remain liable to pay any outstanding amounts due under the Agreement.

8. Equipment

8.1 Ownership of Rented Equipment

Where Equipment is provided by Optua on a rental or loan basis, title to such Equipment shall remain with Optua (or its licensors) at all times. The Customer shall not sell, assign, charge, pledge or otherwise encumber or dispose of the Equipment.

8.2 Use and Care of Equipment

The Customer shall:

  • (a) use the Equipment only for its intended purpose and in connection with the Services;
  • (b) keep the Equipment in good condition (fair wear and tear excepted);
  • (c) follow any reasonable instructions issued by Optua in relation to the Equipment's use, care and maintenance; and
  • (d) not alter, tamper with, or remove any identifying marks or labels on the Equipment.

8.3 Liability for Equipment

The Customer shall be liable for any loss of, or damage to, the Equipment (other than fair wear and tear) while the Equipment is in the Customer's possession, custody or control.

8.4 Return of Equipment

On termination of the Agreement or the relevant Services, the Customer shall, within 14 days, return any rented or loaned Equipment to Optua in good working condition (fair wear and tear excepted), including all accessories and power supplies. Failure to return the Equipment within that period, or returning Equipment that is not in good working condition (fair wear and tear excepted), may result in the Customer being charged the replacement or repair cost of the Equipment.

8.5 Sale of Equipment

Where Equipment is sold to the Customer, title shall pass to the Customer only when Optua has received payment in full for the relevant Equipment. Risk in the Equipment shall pass on delivery.

9. Limitation of Liability

9.1 Excluded Liabilities

Nothing in this Agreement shall limit or exclude either party's liability for:

  • (a) death or personal injury caused by its negligence;
  • (b) fraud or fraudulent misrepresentation; or
  • (c) any other liability which cannot be limited or excluded under applicable law, including the Unfair Contract Terms Act 1977 as applied under Scots law.

9.2 Excluded Loss Types

Subject to clause 9.1, Optua shall not be liable to the Customer (whether in contract, delict (including negligence), breach of statutory duty or otherwise) for any:

  • (a) loss of profits, revenue or anticipated savings;
  • (b) loss of business, contracts or opportunity;
  • (c) loss of data or corruption of data;
  • (d) loss of goodwill or reputation; or
  • (e) indirect, special or consequential loss or damage, in each case arising out of or in connection with the Agreement or the Services.

9.3 Cap on Liability

Subject to clauses 9.1 and 9.2, Optua's total aggregate liability to the Customer arising out of or in connection with the Agreement (whether in contract, delict, breach of statutory duty or otherwise) in any 12-month period shall be limited to the greater of:

  • (a) the total Charges actually paid by the Customer for the Services in the 12-month period immediately preceding the date on which the event (or last in a series of events) giving rise to the claim first occurred; or
  • (b) £10,000.

9.4 Acknowledgement

The Customer acknowledges that the Charges reflect the allocation of risk under this Agreement and that the limitations of liability in this clause 9 are fair and reasonable in light of that allocation and in light of the Customer's ability to obtain appropriate business interruption and other insurances.

9.5 Time Limit for Claims

Any claim under this Agreement must be notified in writing within 12 months of the date on which the Customer became aware, or ought reasonably to have become aware, of the facts giving rise to the claim, failing which the claim shall be time-barred in accordance with the Prescription and Limitation (Scotland) Act 1973.

10. Data Protection and Privacy

10.1 Data Protection Compliance

Each party shall comply with its respective obligations under Data Protection Laws in relation to any personal data processed under or in connection with this Agreement.

10.2 Data Processing

To the extent that Optua processes personal data on behalf of the Customer in the course of providing the Services, the parties agree that:

  • (a) the Customer is the data controller and Optua is the data processor;
  • (b) the subject matter, duration, nature and purpose of the processing, and the types of personal data and categories of data subjects, are set out in Schedule 1 (Data Processing Terms) (if applicable);
  • (c) Optua shall process personal data only on the documented instructions of the Customer (unless required to do otherwise by law);
  • (d) Optua shall implement appropriate technical and organisational measures to protect personal data;
  • (e) Optua shall assist the Customer in responding to data subject requests and in complying with the Customer's obligations under Data Protection Laws;
  • (f) Optua shall notify the Customer without undue delay upon becoming aware of any personal data breach.

10.3 Customer Consents

The Customer shall ensure that it has all necessary consents, notices and legal bases in place to share personal data with Optua for the purposes of the Agreement.

10.4 Privacy Policy

Full details of how Optua processes personal data are set out in Optua's Privacy Policy, available at www.optua.co.uk/privacy or on request.

11. Intellectual Property

11.1 Ownership

All intellectual property rights in the Services, including any software, documentation, branding, trademarks, logos, and technical materials provided by Optua, shall remain the property of Optua or its licensors.

11.2 Licence Grant

Optua grants the Customer a non-exclusive, non-transferable, revocable licence to use any software or materials provided by Optua solely for the purpose of receiving the Services during the term of the Agreement.

11.3 Restrictions

The Customer shall not:

  • (a) copy, modify, adapt, reverse engineer, decompile, or disassemble any software or technical materials provided by Optua;
  • (b) create derivative works based on Optua's intellectual property;
  • (c) remove or alter any copyright notices, trademarks, or proprietary legends;
  • (d) use Optua's intellectual property for any purpose other than receiving the Services.

11.4 Feedback

Any feedback, suggestions, or ideas provided by the Customer to Optua regarding the Services may be used by Optua without any obligation of confidentiality or compensation to the Customer.

12. Confidentiality

12.1 Confidentiality Obligation

Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by clause 12.2.

12.2 Permitted Disclosures

Each party may disclose the other party's confidential information:

  • (a) to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of carrying out the party's obligations under the Agreement, provided that the disclosing party ensures that such persons are bound by obligations of confidentiality no less onerous than those in this clause 12;
  • (b) as may be required by law, a court of competent jurisdiction (including Scottish courts), or any governmental or regulatory authority (including Ofcom);
  • (c) to the extent that the information is already in the public domain (other than through breach of this clause 12).

12.3 Use Restriction

Neither party shall use the other party's confidential information for any purpose other than to perform its obligations under the Agreement.

12.4 Duration

The obligations in this clause 12 shall survive termination of the Agreement for a period of 5 years.

13. Force Majeure

13.1 Relief from Liability

Neither party shall be in breach of the Agreement nor liable for delay in performing, or failure to perform, any of its obligations under the Agreement if such delay or failure results from events, circumstances or causes beyond its reasonable control ("Force Majeure Event").

13.2 Scope of Force Majeure

Force Majeure Events include, but are not limited to:

  • (a) acts of God, flood, drought, earthquake, storm, fire, explosion, or other natural disaster;
  • (b) epidemic, pandemic, or outbreak of infectious disease;
  • (c) terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations;
  • (d) nuclear, chemical or biological contamination;
  • (e) collapse of buildings, fire, explosion or accident;
  • (f) failure or interruption of third-party telecommunications networks, internet service providers, or utility services (including power, water, or gas supply);
  • (g) strikes, industrial action, or labour disputes (excluding those involving the party's own workforce);
  • (h) acts or omissions of government, governmental authorities, or regulatory bodies;
  • (i) failure or delay by third-party network operators, suppliers, or contractors (where such failure or delay is itself caused by a Force Majeure Event).

13.3 Suspension of Obligations

The affected party's obligations under the Agreement shall be suspended for the duration of the Force Majeure Event, and the time for performance of such obligations shall be extended accordingly.

13.4 Notice and Mitigation

The affected party shall:

  • (a) as soon as reasonably practicable after the start of the Force Majeure Event, notify the other party in writing of the Force Majeure Event, the date on which it started, its likely or potential duration, and the effect of the Force Majeure Event on its ability to perform any of its obligations under the Agreement; and
  • (b) use all reasonable endeavours to mitigate the effect of the Force Majeure Event on the performance of its obligations.

13.5 Termination Right

If the Force Majeure Event prevents, hinders or delays the affected party's performance of its obligations for a continuous period of more than 30 days, the party not affected by the Force Majeure Event may terminate the Agreement by giving not less than 7 days' written notice to the affected party.

14. General Provisions

14.1 Assignment

The Customer may not assign, transfer, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Agreement without the prior written consent of Optua.

Optua may at any time assign, transfer, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Agreement, provided that such assignment, transfer, charge, subcontract or dealing does not materially adversely affect the Customer's rights under the Agreement.

14.2 Notices

14.2.1 Form and Delivery

Any notice given to a party under or in connection with the Agreement shall be in writing and shall be:

  • (a) delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case);
  • (b) sent by email to the email address notified by that party for the purposes of the Agreement.

14.2.2 Deemed Receipt

Any notice shall be deemed to have been received:

  • (a) if delivered by hand, at the time the notice is left at the proper address;
  • (b) if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting;
  • (c) if sent by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume (business hours being 9.00 am to 5.00 pm Monday to Friday on a Business Day in Scotland).

14.2.3 Service of Legal Proceedings

This clause 14.2 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.

14.3 Waiver

A waiver of any right or remedy under the Agreement or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.

A failure or delay by a party to exercise any right or remedy provided under the Agreement or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy.

14.4 Severance

If any provision or part-provision of the Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Agreement.

If any provision or part-provision of the Agreement is deemed deleted under this clause 14.4, the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

14.5 Entire Agreement

The Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

Each party acknowledges that in entering into the Agreement it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Agreement.

Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Agreement.

Nothing in this clause 14.5 shall limit or exclude any liability for fraud or fraudulent misrepresentation.

14.6 Variation

No variation of the Agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

Optua may amend the Acceptable Use Policy, Compliance Policy, Privacy Policy, and Complaints Code from time to time by providing not less than 30 days' notice to the Customer. Material amendments shall be notified to the Customer by email or by post. Continued use of the Services after the effective date of any amendment shall constitute acceptance of the amended terms.

14.7 Third Party Rights

The Agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 (as applied in Scotland) or otherwise confer any benefit on any person who is not a party to it.

14.8 Relationship of the Parties

Nothing in the Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, constitute either party the agent of the other, or authorise either party to make or enter into any commitments for or on behalf of the other party.

14.9 Counterparts

The Agreement may be executed in any number of counterparts, each of which when executed and delivered shall constitute a duplicate original, but all the counterparts shall together constitute the one agreement.

Transmission of an executed counterpart of the Agreement by email (in PDF, JPEG or other agreed format) shall take effect as delivery of an executed counterpart of the Agreement. If this method of delivery is adopted, without prejudice to the validity of the Agreement thus made, each party shall provide the other with the original of such counterpart as soon as reasonably possible thereafter.

15. Governing Law and Jurisdiction

15.1 Governing Law

This Agreement 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 Scots law.

15.2 Jurisdiction

Each party irrevocably agrees that the courts of Scotland shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims). For the avoidance of doubt, "courts of Scotland" includes the Court of Session (Outer House and Inner House) and the Sheriff Courts of Scotland.