ORIXCOM	GENERAL	TERMS	AND	CONDITIONS Page	1 of	8 25 OCT 2016
1. Scope	 and	 Overview	 of	 the	 Agreement.	 	 The	 Agreement	
consists	of an applicable	Service	Schedule, the	General	Terms,	
the	Service	Order,	and the	Addendum	(if	any), to	the	exclusion	
of	any	 purchase	 order,	 confirmation,	 terms	and	 conditions	 or	
other	document	issued	or	provided	by	Customer.	
2. Definitions.	In	the	Agreement	the	following	terms	and	phrases	
will	have	the	following	meanings:
2.1. "Addendum" means	the	specific	agreement	 (if	any)	by	
which	 Orixcom	 may	 agree	 to	 vary	 the	 terms	 of	 the	
Agreement	or	provide	specific	obligations	in	relation	to	
credit	 arrangements	 or	 the	 provision	 of	 Security.	 An	
Addendum	may	pertain	to	one	or	more	Agreements.
2.2. "Affiliate" means	 any	 entity	 or	 person	 Controlled	 by,	
Controlling,	or	under	common	Control	with,	a	Party.
2.3. "Agreement"	 means	 the	 aggregate	 of	 an	 applicable	
Service	 Schedule,	 the	 General	 Terms, a Service	 Order,	
and	 an	 Addendum	 (if	 any),	 subject	 to	 the	 order	 of	
precedent	described	in	clause	3.
2.4. "Authorisations" means	any	and	all	permissions,	rights,	
licences,	 licence	 conditions,	 consents,	 approvals,	
authorities,	registrations,	filings,	agreements,	notices	of	
non-objection,	 notarisations,	 certificates,	 exemptions	
and	any	and	all	analogous	authorisations	which	may	be
required	 from	 time	 to	 time	by	law	or	by	any	 regulator	
or	other	competent	authority	or	government	agency.
2.5. "Business Day" shall	mean	every	day	excluding	Fridays,	
Saturdays,	and	any	national	holidays	in	the	United	Arab	
Emirates.
2.6. "Cause" is	defined	as	a	breach	by	the	other	Party	of	any	
material	provision	of	the	Agreement.
2.7. "Charges" means	 all	 fees	 and	 charges	 payable	 by	
Customer	to	Orixcom	including	monthly	recurring,	Unit
and usage	based,	one	time,	set	up,	equipment	or	other	
charges	as	specified	in	the	Service	Order	(or	elsewhere	
in	writing)	and	may	include	third	party	charges and	Late	
Payment	Interest.
2.8. "Cloud	 Service	 Control	 Panel" means	 the	 Orixcomprovided	 web	 control	 panel	 wherein	 Customer	 may	
provision,	 connect,	 configure	 and	 activate	 the	 various	
components	of	the	Orixcom	Cloud	Services.		
2.9. "Confidential Information" is	 defined	 as	 information	
(in	 whatever	 form)	 (i)	 designated	 as	 confidential;	 (ii)	
relating	 to	 the	 Agreement	 or	 to	 potential	 changes	 to	
the	 Agreement;	 (iii)	 relating	 to	 the	 Party’s	 business	
affairs,	 networks,	 customers,	 products,	 developments,	
trade	secrets,	know-how	or	personnel	(including	in	the	
case	 of	 Customer,	 Customer	 Data);	 or	 (iv)	 received	 or	
discovered	 during	 the	 term	 by	 a	 Party	 (including	
through	 an	 Affiliate	 or	 other	 agent)	 which	 should	
reasonably	have	been	understood	as	confidential	to	the	
Party (or	one	of	its	Affiliates	or	subcontractors),	either	
because	 of	 legends	 or	 other	 markings,	 the	
circumstances	 of	 disclosure	 or	 the	 nature	 of	 the	
information	 itself.	 Confidential	 Information	 does	 not	
include	information	that:	(a)	is	in	the	possession	of	the
receiving	Party	 free	of	any	obligation	of	confidentiality	
at	 the	 time	of	its	disclosure;	 (b)	is	or	becomes	publicly	
known	 other	 than	 by	 a	 breach	 of	 this	 provision;	 (c)	 is	
received	 without	 restriction	 from	 a	 third	 party	 free	 to	
disclose	 it;	 or	 (d)	 is	 developed	 independently	 by	 the	
receiving	 Party	 without	 reference	 to	 the	 Confidential	
Information.
2.10. "Control" means	 the	 possession,	 directly	 or	 indirectly,	
of	 the	 power	 to	 direct	 or	 cause	 the	 direction	 of	 the	
management	 and	 policies	 of	 any	 such	 entity	 whether	
through	the	ownership	of	voting	securities,	by	contract,
or	otherwise.
2.11. "Customer" means	the	Party	identified	as	Customer	on	
the	Service	Order.
2.12. "Customer	 Data" means	 stored	 data	 provided	 to	
Orixcom,	 data	 transmissions	 (including	 IP	 addresses,	
date,	 time	 and	 duration	 of	 data	 transmissions,	 and	
other	 data	 necessary	 for	 the	 establishment,	 billing	 or	
maintenance	 of	 the	 transmission),	 data	 containing	
personal	 and/or	 private	 information	 of	 Customer,	 its	
employees	or	authorised	End	Users	of	the	Service,	and	
other	 data provided	 to	 or	 obtained	 by	 Orixcom,	 its	
Orixcom	 Affiliates	 and	 their	 respective	 agents	 in	
connection	with	the	provision	of	Service.	
2.13. "Customer	 Equipment" means	 equipment,	 systems,	
cabling	and	facilities	provided	by	Customer	and	used	in	
conjunction	with	the	Service	Equipment	(as	applicable)	
in	order	to	obtain	and/or	use	the	Service.
2.14. "CPE" or	 "Customer	 Premises	 Equipment" or	 “Service	
Equipment” means	 any	 equipment,	 systems,	 cabling	
and	 facilities	 (excluding	 the	 networks	 of	 Orixcom	 and	
Orixcom’s	 Provisioning	 Entities) provided by	 or	 on	
behalf	 of	 Orixcom at	 the	 Customer	 Site	 to	 make the	
Service available	to	Customer.	Ownership	of	the	Service	
Equipment	 does	 not	 pass	 to	 Customer	 from	 Orixcom
absent	an	express	provision	in	a	Service	Order.
2.15. "Customer	 Site" means	 the	 property	 or	 building	
specified	in	the	Service	Order	to	which	the	Service	will	
be	provided	and	may	include,	if	the	context	requires,	a	
Provisioning	 Entity,	 third	 party, End	 User	 or	 Orixcom	
premises	at	which	Service	Equipment and/or	Customer	
Equipment	is	co-located.
2.16. "Effective	Date" means	 the	 date	 upon	which	Orixcom	
has	accepted a	Service	Order	as	more	fully described	in	
clause	4.2.
2.17. "Emergency	 Works" means	 works	 undertaken	 by	
Orixcom	or	its	 Provisioning	Entities to	 repair	a	 fault	in	
the	 Service,	 equipment	 or	 facilities	 as	 a	 result	 of	 any	
unplanned	 outage,	 to	 prevent	 a	 potential	 Network	 or	
Service outage,	 or	 to	 repair	 a	 chronic	 customer	
impacting	problem	that	would	result	in	unavailability	of	
the	 service	 if	 the	 work	 are	 not	 undertaken	 or	 for	 any	
other	reason	beyond	Orixcom’s	reasonable	control.
2.18. "End	Users" means	any	user	of	the	Service	provided	to	
Customer	by	Orixcom	or	a	Provisioning	Entity	and	may	
include	Customer	Affiliates and	unrelated	third	parties	
to	Customer	to	whom	Customer	has	resold	the	Service.
2.19. "Force	 Majeure	 Event" means	 an	 event	 beyond	 the	
reasonable	control	of	the	Party	affected,	including,	but	
not	 limited	 to,	 acts	 of	 God,	 embargoes,	 governmental	
restrictions,	 strikes,	 riots,	 insurrection,	 wars	 or	 other	
ORIXCOM	GENERAL	TERMS	AND	CONDITIONS
ORIXCOM	GENERAL	TERMS	AND	CONDITIONS Page	2 of	8 25 OCT 2016
military	 action,	 civil	 disorders,	 acts	 of	 terrorism,	
rebellion,	 fires,	 explosions,	 accidents,	 floods,	
vandalism,	cable	cuts	and	sabotage.	Market	conditions	
or	fluctuations	are	not	a	Force	Majeure	Event.
2.20. "General	 Terms"	 means	 the	 version	 of	 the	 Orixcom	
General	 Terms	 and	 Conditions	 identified	 in	 an	
applicable	Addendum or	Service-Specific	Special	Terms,	
or	 if	 there	 is	 no	 such	 mention, the	 version	 of	 the	
Orixcom	 General	 Terms published	 on	 Orixcom's	
website	on	 the	day	 that	Customer	submits	 the	Service	
Order	 to	 Orixcom (which	 is	 applicable	 for	 the	 Initial	
Service	Term),	 or the	 version	 of	 the	Orixcom	General	
Terms published	on	Orixcom's	website	on	the	day	that
the	 Term	 automatically	 renews	 as	 described	 in	 clause	
5.2 (which	is	then	applicable	for	that	renewal	term).
2.21. "Initial Service Term" or	“Initial	Term”	means	the	initial	
period	 starting	 on	 the	 Service	 Commencement	 Date	
during	which	 the	Service	will	be	provided	 to	Customer	
as	 stated	 in	 the	 Service	 Order	 or,	 if	 not	 stated,	 the	
period	 starting	 on	 the	 Service	 Commencement	 Date	
and	 ending	 on	 the	 day	 before the first	 anniversary	 of	
the	Service	Commencement	Date.
2.22. "Installation	 Charge" or	 "Non-Recurring	 Charge" or
"NRC" means	 the	 one-off	 Charges payable	 by	 the	
Customer	to	Orixcom	for	installation	of	the	Service	and	
for	the	commissioning	and	configuration	of	the	Service	
as	specified	in	a	Service	Order.
2.23. "Late	 Payment	 Interest" or	 “LPI”	 shall	 have	 the	
meaning	described	in	clause	9.2.
2.24. "Local Access" means	the	connection	between	the	CPE	
and	the	Network	and	may	be	provided	by	Orixcom	or	a	
Provisioning	Entity.
2.25. "Network" means	 any	 network	 or	 system,	 cable,	
transmission	 facility	 owned,	 leased,	 operated	 or	
managed	 by	 or	 on	 behalf	 of	 Orixcom or	 an	 Orixcom	
Provisioning	Entity.
2.26. "Orixcom" or	 "Supplier" means	 the	 Orixcom legal	
entity	 identified	 on	 the	 Service	 Order,	 and	 will	 where	
the	context	requires,	include Provisioning	Entities.
2.27. "Orixcom	 Indemnitees" or	 "Supplier	 Indemnitees"
means	 Orixcom,	 its	 Affiliates	 and	 Provisioning	 Entities	
and	 their	 respective,	 employees,	 officers,	 agents	 and	
subcontractors.
2.28. "Party" and	 "Parties" means	 individually	 as	 a	 Party:	
Customer	 and	 Orixcom	 as	 the	 context	 requires,	 or	
including	Customer	and	Orixcom	collectively:	Parties.
2.29. "Planned	Outage" means	 any	 routine	 maintenance	 or	
upgrade	 work	 to	 be	 performed	 by	 Orixcom	 or	 its	
Provisioning	Entities that may	affect	the	availability	of	a	
Service,	 notified	to	 the	 Customer	 with	 at	 least	 5	 days	
prior	written	notice.
2.30. "Provisioning	 Entity" means	 the	 entity	 providing	 or	
assisting	 in	 the	 provision	 of	 the	 Service	 to	 Customer	
and	 may	 include	 any	 Orixcom	 Affiliate	 or	 subcontractor,	 including	 licensed	 carriers	 or	 other	 service	
providers.
2.31. "Reseller" means	 any	 contractual	 intermediary	
between	Customer	and	End	Users.
2.32. "Security" means	a	 cash	 deposit,	 director’s	guarantee,	
parent	company	guarantee,	credit	card payment,	direct	
debit	guarantee	or	bank	guarantee	or	any	combination	
of	these	as	determined	by	Orixcom.
2.33. "Service" means	 the	 specific	 service	 (and	 Service	
Equipment	 in	 certain	 cases)	 identified	 in	 a	 Service	
Order	 to	 be	 supplied	 by	 Orixcom	 or	 a	 Provisioning	
Entity	to	Customer.
2.34. "Service	 Commencement	 Date" means,	 (a)	 with	
respect	 to	internet,	 data	and	 on-network	 services,	 the	
date	 the	 hub	 and	 data	 circuits	 are	 prepared	 to	 route	
packets	 to	 the	 Customer	 Site;	 and	 (b)	 with	 regard	 to	
other	Services,	the	earliest	of	 (i)	the	date	stated	in	the
Service	 Order as	 being	 the	 Service	 Commencement	
Date,	 (ii)	 the	 date	 that	 Orixcom	 or	 its	 Provisioning	
Entity	 dispatches	 notice	 to	 Customer	 or	 Customer’s	
representative	 that	 the	 Service	 is	 ready	 for	 use
(commonly	 known	as	an	 “RFS”	 or	 “Ready	 For	 Service”	
notice);	or	 (iii)	 the	date	Customer	begins	actual	use	of	
the	Service.		Notwithstanding	the	foregoing,	if	within	5	
Business	 Days	 of	 the	 Service	 Commencement	 Date	
Customer	 gives	 written	 notice	 to	 Orixcom	 that	 the	
Service is	 materially	 non-compliant	 with	 the	 Service	
Schedule,	and	Orixcom	confirms	same,	then	the	Service	
Commencement	Date	will	 retroactively	 be	adjusted	 to	
be	 the	 date	 that	 Orixcom	 corrects	 the	 material	 noncompliance	and	notifies	the	Customer	that	the	material	
non-compliance	has	been	corrected.	
2.35. "Service	 Level	Agreement" or	 "SLA" means	 the	SLA,	if	
any,	applicable	to	the	Service.	SLAs	are	contained	in	the	
Service	 Schedule	 or	 may	 be	 provided	 on-line	 on	 an	
Orixcom	or	Provisioning	Entity	website.
2.36. "Service	Order" means	the	Orixcom	or	Orixcom-ratified	
documents	 by	 which	 the	 Service	 may	 be	 ordered,	
naming	 the	 specific	 Service	 and	 Customer-specific	
details.	 	 Service	 Orders	 may	 take	 the	 form	 of	 a	
document	 signed	 by	 Customer	 or	 an	 on-line	 'clickthrough'	form on	an	Orixcom	website	or	the	website	of	
Orixcom’s	Provisioning	Entity.
2.37. "Service	 Schedule" means	 the	 Orixcom-provided	
description	 of	 the Service	 to	 be	 provided.	 	 A	 Service	
Schedule	may	take	the	form	of	an	on-line	document	on	
the	Orixcom	website or	may	provided	to	Customer	as	a	
separate	 document.	 	 In	 the	 case	 of	 Service	 Schedules	
published	 on	Orixcom's	 website,	references	 to	 Service	
Schedules	 herein	 refer	 to	 the	 version	 published	 on	
Orixcom's	 website on	 the	 day	 that	 Customer	 submits	
the	Service	Order	to	Orixcom	unless	a	specific version	is	
identified	 in	 an	 applicable	 Addendum. Service-specific	
terms	 and	 conditions	 may	 appear	 in	 the	 Service	
Schedule	or	in	the	Service	Order.
2.38. “Service-Specific	 Special	 Terms” means	 terms	 and	
conditions	 appearing	 in	 a	 Service	 Order	 under	 the	
heading	 “Service-Specific	 Special	 Terms”.	 	 ServiceSpecific	 Special	 Terms	 are prepared	 and	 inserted	 by	
Supplier on	 a	 Service	 Order-specific	 basis pursuant	 to	
negotiations	 with	 Customer	 and	 apply	 only	 to	 the	
Service Order where	they	appear.
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2.39. "Tax/Taxes" means	all	taxes	(whether	existing	or	new),	
tax-like	 charges,	 duties	 and	 tax-related	 and	 other	
surcharges	 of	 whatever	 nature	 imposed	 on	 the	
purchase,	sale,	supply	 or	 consumption	 of	 a	 Service	 by	
any	 taxing	 or	government	authority	 including,	without	
limitation,	 a	 value	 added	 tax	 (VAT)	 or	 withholding	
taxes,	 excluding	 any	 tax	 assessments	 applicable	 to	
Orixcom’s	income.
2.40. "Term" means	 the	 period	 from	 the	 Service’s	 Service	
Commencement	Date	until	the	Service	is	terminated	in	
accordance	with	this	Agreement	and	includes	the	Initial	
Service	 Term	 together	 with	 any	renewal	 or extension	
period.
2.41. “Unit”	 means	 a	 metering	 unit	 for	 consumption	 of	
certain	 of	 Orixcom’s	 Services.	 In	 such	 cases	 Service	
component	consume Units	at	a	specific	rates that	may	
be	 adjusted	by	Orixcom	 from	 time	 to	 time.	 	Units	 are	
purchased	 by	 Customer	 for	 use	 with	 the	 Service	 and	
are	 non-transferrable.	 	 Unconsumed	 Units	 expire	 18	
months	after	their	purchase
3. Precedence.	 	 If	 there	 is	 a	 conflict	 between	 the	 documents	
incorporated	 in	 this	 Agreement,	 then	 the	 documents	 will	 be	
given	the	following	order	of	priority	(with	paragraph	3.1 being	
the	 highest in	 the	 order	 of	 priority)	 such	 that	 the	 conflicting	
provision	in	the	document	lower	in	the	order	of	priority	will	be	
read	down	or,	if	necessary,	severed	to	the	extent	necessary	to	
resolve	the	conflict:
3.1. The	Addendum	(if	any);
3.2. The Service	 Order,	 inclusive	 of	 any	 Service-Specific	
Special	Terms appearing	thereon.
3.3. The General Terms;
3.4. The	terms	of	each	relevant	Service	Schedule;
4. Service	Orders	and	Delivery	of	Service
4.1. Ordering	 Services.	 To	 order	 the	 Service,	 Customer	 will	
complete	 and	 submit	 a	 Service	 Order	 to	 Orixcom.	
Submission	 via an	 on-line dialog	 is	 available	 for	 some	
Services.	 Customer	 warrants	 the	 accuracy	 of	 the	
Customer-provided	 details	 contained	 in	 the	 Service	
Order.	
4.2. Acceptance	of	Service	Orders	by	Orixcom.		Orixcom	shall	
be	 deemed	 to	 have	 accepted	 a	 Service	 Order,	 thus	
creating	 a	 binding	 Agreement	 of	 the	 Parties	 and	
establishing	 an	 Effective	 Date	 upon	 the	 earlier	 of	 (i)	
written	notice	by	Orixcom	to	Customer	of	acceptance	of	
the	Service	Order,	or	(ii)	Orixcom	provisioning	the	service	
and	issuing	a	Service	 Commencement	Date	 notification.		
Orixcom	 reserves	 the	 right	 to	 not	 to	 accept any	
submitted	Service	Order.				
4.3. Concurrent	 Services.	 	 Each	 accepted	 Service	 Order	
constitutes	an	independent	contract	for	the	provision	of	
Services.	 	 The	 Term	 of	 multiple	 Services	 may	 run	
concurrently,	but	shall	not	be	co-terminus	except	where	
expressly	 provided	 for	 in	writing	 in	 an	 Addendum or	 in	
each	of	the	Service	Orders.			
4.4. Acceptance	 of	 Service	 by	 Customer.	 	 Except	 as	
otherwise	 expressly	 stated	 in	 the	 Service	 Order	 or	 an	
Addendum,	 Customer	 is	 deemed	 to	 have	 accepted	 a	
Service	upon	the	Service	Commencement	Date.		
4.5. Use	of	Provisioning	Entities.	Without	 releasing	Orixcom
from	any	of	its	obligations,	Orixcom	may	use the	services	
of	 one	 or	more	 Provisioning	Entities	 in	 connection	 with	
the	performance	of	its	obligations	under	the	Agreement.
Orixcom shall	be	 responsible	 for	 the	acts	or	omission	of	
Orixcom’s	Provisioning	Entities	in	so	far	as	they relate	to	
provision	of	a	Service	under	this	Agreement.
4.6. Service	Level	Agreement.	If	applicable,	 the	SLA appears	
in	 the	 Service	 Schedule	 and sets	 forth	 Customer’s	 sole	
remedies	for	any	claim	relating	to	a	failure	of	the	Service	
or	the	Service	failing	to	meet	a guarantee	set	forth	in	the	
SLA.	 Orixcom	 reserves	 the	 right	 to	 amend	 applicable	
SLAs	 from	 time	 to	 time	 effective	 upon	 posting	 of	 the	
revised	 SLA	 to	 the	 URL	 where	 the	 SLA	 is	 set	 out	 or	
otherwise	 providing	 the	 revised	 SLA	 to	 Customer	 in	
writing.	 	 If	 an SLA	 amendment	 results in	 a	 material	
reduction	of	service	levels	or	credits Customer	shall	have	
the	 right, for	 30	 days	 following	 actual	 notice	 of	 such	
amendment, to terminate	 the	 Service	 without	 early	
termination	 liability	 (except	 for	 payment	 of	 all	 Charges	
up	to	the	date	when	the Service	actually	was	terminated)	
by	giving Orixcom	a written	notice	of	termination.
4.7. Resale.	 Unless	 the	 Service	 is	 a	 wholesale	 service	 or	
otherwise	specified	in	the	Service	Order,	Customer	is	not	
permitted	 to	 and	 will	 not	 resell,	 charge,	 transfer	 or	
otherwise	dispose	of	the	Service	(or	any	part	thereof)	to	
any	third	party other	than	an	Affiliate.	
4.8. Delivery	 of	 Service.	 Orixcom	 will	 determine	 the	 most	
appropriate	 means	 of	 providing	 the	 Service	 including	
using	 a	 Provisioning	 Entity	 to	 deliver	 all	 or	 part	 of	 the	
Service	 and	 the	 method,	 technology	 and	 route	 of	
delivery	of	the	Service	to	Customer.	
4.9. Monitoring.	 Customer	 acknowledges	 that	 subject	 to	
applicable	 law Orixcom	may	monitor	 Customer’s	 use	 of	
the	 Service	 for	 the	 maintenance	 of	 the	 Network	 or	
Customer’s	 Service.	 Conversely, Orixcom is	 not	 obliged
to	monitor	Customer’s	use	of	the	Service.
5. Term	of	Service	Orders and	Termination.		
5.1. Termination	 of	 Service by	 Written	 Notice.	 Absent	 a	
different	 termination	 notice	 period	 appearing	 in	 an	
Addendum	 or	 in	 a	 Service-Specific	 Special	 Term which	
then	 shall	govern,	Customer may	 terminate the	Service	
during	the	Initial	Term	on	45	days	written	notice subject	
to	the	financial	consequences	of	an	early termination	of	
Service	as	described	in	clause	5.6.	 Subject	to	a	different	
termination	notice	period	appearing	in	an	Addendum	or	
in	 a	 Service-Specific	 Special	 Term which	 then	 shall
govern,	either	Party may	terminate the	Service	during	a	
renewal	Term	on	45	days	written	notice.
5.2. Term	 Renewal. Absent	 a	 different	 renewal period	
appearing	 in	 an	 Addendum,	 a	 Service	 renewal	 Service	
Order or Amendment, or	 in	 a	 Service-Specific	 Special	
Term, which	 then	 shall	 govern,	 the	 Term	 shall	
automatically	and	without	notice	 periodically	 renew for	
successive	45-day	periods until	a	Service	is	terminated by
written	notice	as	described	in	clause 5.1.
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5.3. Termination	 of	 Unit-Denominated	 Services.	 Customer	
may	 terminate	 Unit-denominated	 Services	 by	 removing	
the	 Unit-consuming	 resource	 from	 Customer’s	 Cloud	
Services	Control	Panel.
5.4. Termination	 for	Cause.		Either	Party	may	 terminate	 the	
Service	 for	 Cause	 if a	 Party	 fails	 to	 remedy	 within	 10	
Business	 Days	 of	 having	 been	 notified	 in	 writing	 of	 the	
Cause, or	 immediately	 by	 notice	 if	 the	 other	 Party	 has	
ceased	 to	 do	 business,	 become	 insolvent,	 entered	
receivership	 or	 bankruptcy	 proceedings	 or	 any	 other	
proceedings	for	the	settlement	of	its	debts,	or	undergoes	
or	is	subject	to	any	analogous	acts	or	proceedings	under	
applicable law.		
5.5. Early	 Termination	 of	 Service	 by	 Orixcom.	
Notwithstanding	 any	 other	 provision	 of	 the	Agreement,	
Orixcom	 may	 terminate	 the	 Service	 immediately	 on	
notice	to	Customer	if:	(a)	a suspension	made	pursuant	to	
clause 11.1 for	 a	 reason	 attributable	 to	 or	 within	 the	
control	of	Customer	continues	for	a	period	of	more	than	
10	 Business	 Days;	 or	 (b)	 Customer	 is	 past	 due	 on	 any	
invoice	 for	the	Service	 for	more	than	30	days (excluding	
disputed	amounts).
5.6. Early	 Termination	 Charges.	 	 If	 a	 Service	 is	 terminated	
prior	 to	 completion	 of	 the	 then-extant Term (being	
either	the	Initial	Term	or	a	renewal	Term	per	clause	5.2)	
(i)	 either	 by	 Customer	 for	 any	 reason	 other	 than	
pursuant	 to	 clauses 4.6 (termination	 for	 SLA	
degradation)	 5.4 (termination	 for	 Cause)	 or	 16.7.3
(termination	for	extended	Force	Majeure	conditions), or	
(ii)	by	Orixcom	 pursuant	 to	 clauses 5.4 (termination	 for	
Cause)	 or	 5.5 (termination	 following	 suspension),
Customer	 must	 pay	 Orixcom 100%	 of	 the	 monthly	
Charges	 for	 the	 terminated Service	 for	 each	 month	
remaining	 in	 the	 then-extant Term,	 plus a	 pro	 rata	
amount	 for	 each	 part	 month	 commencing	 from	 the	
effective	date	of	termination.
6. Obligations of	the	Parties	in	relation	to the	Service
6.1. Orixcom’s	provision	of	 the	Service.	Orixcom	will	provide	
the	 Service	 in	 conformation	 with	 the	 Service	 Schedule,	
and	 Orixcom	 will	 use	 the	 reasonable	 care	 and	 skill	
expected	 of	 a	 competent	 information	 technology	 and	
telecommunications	services	provider.
6.2. Compliance	With	Law	And	Regulation.		Both	Parties	shall	
comply	with	applicable	law	and	regulation.
6.3. Access.	 Where	 Orixcom	 requires	 access	 to	 a	 Customer	
Site	in	order	to	provide	a	Service,	Customer	shall	grant	or	
shall	procure	the	grant	to	Orixcom, at	no	cost	to	Orixcom,	
such	 rights	 of	 access	 to	 each	 Customer	 Site (inclusive	 of	
Customer’s	 End	 User	 sites	 where	 applicable),	 including	
any	 necessary	 licenses,	 waivers	 or	 consents and	 ‘No	
Objection	 Certificates’ as	 Orixcom	 or	 local	 service	
providers	may	require.
6.4. Information	 And	 Coordination	 Assistance.	 Customer	
agrees to	 assist Orixcom	 with	 such	 information and	
coordination as	Orixcom	may	 reasonably	 require	so	 that
Orixcom	 may perform	 its	 obligations	 or	 exercise	 of	 its	
rights	under	the	Agreement.
6.5. Service	 Equipment and	 Service	 installation.	 If Service	
Equipment	 is	 required	 for the	 Service,	 Customer	 agrees	
that	 it	 will:	 (a)	 use	 the	 Service	 Equipment	 only	 for	 the	
purpose	 of	 receiving	 the	 Service	 and	 in	 accordance	 with	
reasonable	instructions	of	Orixcom	from	time	to	time	and
subject	to any	software	license	that	may	be	provided	with	
the	Service	Equipment;	(b)	not	move,	modify,	relocate,	or	
in	 any	 way	 interfere	 with	 the	 Service	Equipment	 (or	 any	
words	or	labels	on	the	Service	Equipment);	(c)	insure	and	
keep	 insured	 all	 Service	 Equipment	 installed	 at	 each	
Customer	Site	against	theft	and	damage;	(d)	not	create	or	
allow	any	 charges,	liens,	 pledges	 or	 other	encumbrances	
to	 be	 created	 over	 the	 Service	 Equipment;	 (e)	 permit	
Orixcom	to	inspect,	test,	maintain	and	replace	the	Service	
Equipment	 at	 all	 reasonable	 times;	 (e) at	 Customer’s	
expense comply	 with	 the	 reasonable	 instructions	 of	
Orixcom	in	relation	to	the	configuration	or	installation	of	
Customer	Equipment	used	with	the	Service;	and	(f)	upon	
termination	of	 the	Service,	allow	Orixcom	access	 to	each	
Customer	 Site	 to	 remove	 the	 Service	 Equipment.	
Customer	shall	be	responsible	 for	any damage	 to	Service	
Equipment	 that is	 caused	 by	 the	 act	 or	 omission	 of	
Customer	 or	 Customer's	 agents,	 employees,	 contractors	
or	 suppliers.	 	 Orixcom	 is	 not	 obliged	 to	 restore	 that	
Customer	 Site	 to	 the	 same	 physical state	 as	 prior	 to	 the	
Service	being	installed.	
6.6. Local	 Access.	 Local	 Access	 is	 provided	 to	 Customer	
subject	to	the	third	party	provider’s terms	and	conditions,	
including	 any	 installation	 or	 operation	 permits,	
permissions	 or	 ‘No	 Objection	 Certificate’	 requirements,	
minimum service	 terms and	 cancellation	 fees.	 Orixcom	
may	 require	 Customer	 to	 sign	 the	 Local	 Access	 service	
documentation	and/or	appoint	Orixcom	as	its	agent	to	do	
same	 and/or to	 receive	 Local	 Access	 service	
correspondence	 on	 Customer’s	 behalf.	 Unless	 otherwise	
indicated	 on	 the	 Service	 Order,	 Orixcom	 does	 not	
proactively	monitor	or	manage	Local	Access.
6.7. Customer	 Responsibilities In	 Relation	 To	 Resale.		
Customer	 is	 solely	 responsible	 for obtaining	 and	
maintaining	 any	 Authorisations	 required	 for	 Customer’s	
resale	of	the	Service to	Customer’s	End	Users	or	Resellers.		
In	 the	 case	 of	 Customer	 reselling	 a	 Service	to	 a	 Reseller
Customer	 must	 procure that	 Customer’s	 Reseller	 obtain	
and	 maintain any	 Authorisations	 required	 for	 Reseller’s	
resale of	the	Service to	End	Users.
6.8. Customer	 Responsibilities	 In	 Relation	 To	 Use.	 	 As	
between	 Supplier	 and	 Customer,	 Customer	 is	 solely	
responsible	 for: (i)	 Customer and/or	 Customer’s	 End	
Users	use	 of	 the	 Service,	 including	any	 data	sent,	 stored
or	 received using	 the	 Service; and (ii)	 Customer’s	
relationship with	Customer’s End	Users	and	Resellers	and	
serving	 as	 sole	 point	 of	 contact	 for	 Customer’s Resellers	
and	End	Users.
6.9. Indemnification	 by	 Customer.	 	 The	 Customer	 will	 on	
demand indemnify	 Orixcom	 and	 pay	 the	 Orixcom	
Indemnitees’ expenses	 and	 costs,	 including	 costs	 of	
investigation,	court	costs,	and	 reasonable	attorneys'	 fees	
and	 expenses,	 and	 release Orixcom	 and	 the	 Orixcom	
Indemnitiees	 from	 claims,	 proceedings	 instituted,	
demands	 or	actions taken	 by	any	 third	 parties (including	
Customer’s Resellers or	 End	 Users),	 regulators or	
government	agencies,	 relating	 to	(i)	Customer’s	resale of	
the	Service	to	Customer’s	Resellers or	End	Users, and (ii)	
the	use	of	the	Service	by	the	Customer	or Customer’s	End	
ORIXCOM	GENERAL	TERMS	AND	CONDITIONS
ORIXCOM	GENERAL	TERMS	AND	CONDITIONS Page	5 of	8 25 OCT 2016
Users in	violation	of applicable	law,	regulation	or	decree,	
or	contributes to	the	commission	of	a	crime,	tort,	fraud	or	
other	 unlawful	 activity.	 	 This	 clause	 6.9 will	 survive	
termination	of	this	Agreement,	or	any	part	of	it.
7. Charges	and	Payment
7.1. Charges, Generally.	 The	 Charges	 for	 a	 Service	 will	 be	
specified	in	the	Service	Order,	and	fixed-amount	Charges	
will	be	valid	for	the	Initial	Term	of	that	Service.		Orixcom	
may	 vary	 its	 Charges	 at	 any	 time	 after	 expiration	 of	 the	
Initial	 Term upon	 30	 days	 prior	 written	 notice	 to	
Customer.
7.2. Certain	 Third	 Party	 Charges.	 When an	 element	 of	 the	
Service	is	 rendered	 by	a third	 party	service	 provider	and	
Orixcom does	 not	 have	 a	 "one-stop" or	 reseller	 billing	
arrangement with	said	service	provider,	Customer	agrees	
to	pay	said	 third	party	charges	directly	 to	 the	 third	party	
service	 provider as	 instructed	 by Orixcom.	 	 Orixcom	
agrees	 to	 use	 commercially	 reasonable	 effort	 to	 provide	
advance	 written	 notice	 to	 Customer	 of	 such	 third	 party	
charges.
7.3. Non-Recurring	 Charges.	 Unless	 otherwise	 stated	 in	 the	
Service	 Order	 or	 Addendum,	 Orixcom	 will	 begin	
provisioning	the	Service	only	after	Non-Recurring	Charges	
have	been	paid.		
7.4. Fixed	 Charges.	 Fixed-amount	 Charges	 are	 to	 be	 paid	
monthly	in	advance of	each	month	of	Service.		
7.5. Usage-Based	 And	 Variable	 Charges.	 	 Unless	 otherwise	
stated in	 an	 applicable	 Addendum,	the	 Service	 Order or
the	 Service	 Schedule,	 usage-based	 and	 variable	 Charges	
are payable	 in	 arrears,	 with	 payment	 due 30	 days	 after	
Orixcom's	notice	or	invoicing	to	Customer.	
7.6. Method	 Of	 Making	 Payment.	 Customer	 is	 obliged	 to	
remit	payment	via	electronic	transfer	to	the	Orixcom	bank	
account	 as	 stated	 on the	 notice	 of	 Charges	 or	 invoice,
provided	 that	 Orixcom	 may	 require online	 payment	 for	
some Services (e.g.,	 certain	 of	 Orixcom’s cloud-based	
Services).	
7.7. Delayed	 Invoicing.	 	 Orixcom	 may	 invoice or	 provide	
notice	 of	 Charges	 to Customer	 up	 to	 6	months	after	 the	
date	 a	 Charge	 accrues,	 provided	 that	 for cases	 involving	
fraud	or	 third	party	charges,	Charges	may	be	invoiced	at	
any	 time	 within	 a	 reasonable	 period	 after	 Orixcom	
becomes	aware	of	such	Charges.	
7.8. Currency	 And	 Currency	 Conversion.	 All	 Charge	 notices	
and	 invoices	 will	 be	 denominated	 in	 the	 currency	
appearing	on	the	Service	Order.		If	a	currency	conversion	
is	 necessary	 the	 conversion	 rate	 shall	 be	 as	 notified	 by	
Orixcom	to	Customer	from	time	to	time.	
7.9. Bank	 Charges And	 Offsets.	 The	 Customer must	 pay	 all	
undisputed	 amounts	 invoiced	 without	 set-off,	
counterclaim	 or	 deductions,	 free	 and	 clear	 of	 any	
withholding	or	deduction.
7.10. Payment	 by	 Customer’s	 Affiliate.	 Subject	 to	 Orixcom’s	
agreement,	invoices	may	be	sent	to, and	Charges	may	be	
paid	 by, Customer	 Affiliates,	 but	 in	 such	 case	 Customer	
shall	 remain	 responsible	 for	 payment	 of	 such	 Charges	
whether	in	receipt	of	invoices or	not.	
8. Disputed	Charges.	
8.1. Should	 the	 Customer	 dispute	 a	 Charge it	 must	 notify	
Orixcom	 of	 the	 disputed	 amount	 no	 later	 than	 30 days
after	 Customer	 has	 actual	 notice	 of	 the	 Charge.	 If	 the	
Customer	does	not	notify	Orixcom	of	any	objection	within	
this period,	 the	 Charge	 shall be	 deemed	 to	 have	 been	
accepted	 by	 the	 Customer unless	 Customer	 can	 prove	
that	they	never	received	notice	of	the	Charge.	Any	Charge	
dispute	 notification to	 Orixcom must	 clearly	 identify	 the	
disputed	 Charge,	 the	 specific	 objection	 and	 include	
supporting	 data.	 The	 undisputed	 portions	 of	 a	 Charge	
remain due	and	payable.
8.2. The	 Parties	 agree	 to	 promptly	 investigate	 such	 disputes	
and	use	reasonable	endeavours	to	resolve	same.
9. Taxes,	Remittance	Fees	And	Interest.	
9.1. All	 Charges	 are	 exclusive	 of	 all	 Taxes,	 remittance	 fees,	
transmitting	bank’s charges,	intermediary	bank‘s	charges,	
receiving bank	charges,	etc.,	unless	otherwise	specified	in	
a	Service	Order.		All	such	Taxes,	fees	and	charges	are	the	
responsibility	of	and	are	 to	be	borne	by	 the	Customer. If	
any	 withholding	 is	 required	 by	 relevant	 government	
authorities the	Customer	shall	be	obliged	to	gross	up	the	
amount	 remitted	 such	 that	 Orixcom	 will	 receive	 full	
payment	as	stated	on	Orixcom’s	invoice.	
9.2. Orixcom	 may	 charge	 for	 Customer’s	 late	 payment	 of	
Charges	as	follows:
LPC =	(A	x	Interest	Rate	x	(#	of	days	late/363))	+	CRC
Where:
LPC =	Late	Payment	Charge
A	=	Amount	in	Arrears
Interest	Rate	=
Bank	of	England	base	rate	on	31	December	plus	
12%	 (for	amounts	calculated	 from	1	 January	 to	
30	 June);	 or	 Bank	 of	 England	 base	 rate	 on 30	
June	 plus	 12%	 (for	 amounts	 calculated	 from	 1	
July	to	31	December)
CRC	(compensation	for	recovery	costs) =	
The	equivalent	of	40	GBP	where	the	amount	in	
arrears	 is	 up	 to	 999.99	 GBP;	 the	 equivalent	 of	
70	GPB	where	the	amount	in	arrears	is	between	
1000	GBP	and	9,999.99	GPB;	and	the	equivalent	
of	 100	 GBP	 where	 the	 amount	 in	 arrears	 is	
10,000	GBP	or	more.	
(See	 also	 EU	 Directive	 2011/7/EU	 On	 Combatting	 Late	
Payment	 in	 Commercial	 Transactions,	 and	 UK	 Statutory	
Instrument	2013	No.	395	The	Late	Payment	of	Commercial	
Debts	Regulations	2013.)
10. Security.
10.1. Orixcom	 may	 require	 the	 Customer	 to	 consent	 to	 the	
Security	 for	 Charges	 due	 under	 this	 Agreement	 as	 a	
condition	 of	 acceptance	 of	 a	 Service	 Order	 by	 Orixcom.		
Orixcom	 may	 require	 the	 Customer	 to	 consent	 to	 the	
Security	 for	 Charges	 due	 under	 this	 Agreement	 as	 a	
condition	of	continued	receipt	of	the	Service	if	Customer	
has	 failed	to	pay	two	consecutive	undisputed	invoices	by	
ORIXCOM	GENERAL	TERMS	AND	CONDITIONS
ORIXCOM	GENERAL	TERMS	AND	CONDITIONS Page	6 of	8 25 OCT 2016
their	 respective	 due	 dates	 or	 has	 failed	 to	 pay	 three	
undisputed	 invoices	 in	 any	 12-month	 period	 by	 their	
respective	 due	 dates.		Any	 such	Security	is	 capped	at	an	
amount	 not	 to	 exceed	the remaining	MRC	 for	 the	 thenextant	Service	Term.
10.2. Orixcom	may	offset	against	the	Security	any	amounts	due	
under	 this	Agreement	 that	are	not	paid by	 the	Customer	
when	 due.	 If	 Orixcom applies	 any	 or	 all	 of	 the	 Security	
against	 any	 Charge,	 the	 Customer	 must	 reinstate	 the	
Security within	5	Business	Days after	written	notice	 from	
Orixcom	to	Customer.	
11. Service	Suspension.
11.1. Grounds	 for	 Suspension.	 	 Orixcom	 may,	 without	
terminating	 this	 Agreement	 and	 without	 incurring	 any	
liability,	immediately	suspend	all	or	part	of	the	Services	it	
provides	to	Customer—
11.1.1. If	there	is	a	Planned	Outage,	for	the	duration	of	
the	Planned	Outage;	or	Orixcom	needs	to	carry	
out	 Emergency	 Works,	 for	 the	 duration	 of	 the	
Emergency	Works;
11.1.2. If	 any	 undisputed	 invoiced	 Charges	 are past	
due;	
11.1.3. If Customer	has	ceased	to	do	business,	become	
insolvent,	 entered	 receivership	 or	 bankruptcy	
proceedings	 or	 any other	 proceedings	 for	 the	
settlement	 of	 its	 debts,	 or	 undergoes	 or	 is	
subject	 to	 any	 analogous	 acts	 or	 proceedings	
under	foreign	law;	and
11.1.4. If	Orixcom	is	obliged	 to	do	so	 to	comply	with	a	
ruling,	 direction,	 directive,	 determination,	
decision/interim	 decision,	 order,	 instruction	 or	
request	 of	 a	 regulator,	 government	 agency,	
emergency	 services	 organisation	 or	 other	
competent	 authority; or	 Orixcom	 has	
reasonable	 grounds	 to	 consider	 that	 continued	
use	 of	 the	 Service	 by	 Customer	 violates	
applicable	 law;	 or	suspension	 of	 the	 Service	 is	
necessary	 to	 prevent	 or	 protect	 against	 fraud,	
or	otherwise	protect	persons	or	property.
11.2. Non-Exclusive	 Remedy.	 	 Suspension	 of	 a	 Service	 under	
this	clause	does	not	exclude	Orixcom’s	right	to	terminate	
this	 Agreement	 in	 respect	 of	 any	 event	 resulting	 in	 the	
suspension	of	the	Services	or	any	other	event.
11.3. Resumption	 of	 Service.	 If	 Orixcom	 exercises	 its	 right	 to	
suspend	the	Service	pursuant	to	clause	11.1 Orixcom	will	
use	reasonable	endeavours	to	resume	the	Service	as	soon	
as	 practicable	 after	 the	 reason	 for	 suspension	 no	 longer	
exists	(subject	to	the	exercise	of	any	termination	right	on	
the	part	of	Orixcom).
11.4. Suspension	 Charge.	 If	 the	 Service	 (or	 part	 thereof)	 is	
suspended	 as	 a	 consequence	 of	 the	 breach,	 fault,	 act	 or	
omission	of	Customer	or	Customer's	End	User(s),	Orixcom	
may	charge	Customer	a	reasonable	Charge	for suspension	
and/or	resumption of	the	Service.
12. Limitations	of	Liability
12.1. Except	for	liabilities	imposed	by	clause 6.9,	the	maximum	
liability	of	either	Party	for	any	loss	or	claim	arising	out	of	
or related to	 a	 Service or	 this	 Agreement,	 whether	 for	
breach	 of	 contract,	 in	 tort	 (including	 negligence),	 for	
breach	of	 statutory	duty, or otherwise,	will	be	limited	to	
the	 lesser	 of	 (a)	 direct	 damages	 proven	 by	 the	 moving	
Party	or	(b) 12	months	of	Charges	for	the Service(s)	giving	
rise	to, or	associated	with,	the	loss	or	claim.
12.2. Notwithstanding any	 other	 clause	 of	 this	 Agreement,	
neither Party	 will	 be	 liable in	 contract or	 for	 tort	
(including	 negligence) for	 breach	 of	 statutory	 duty	 or	 in	
any	other	way	for--
12.2.1. any	 economic	 loss,	 including	 any	 loss	 of	
goodwill,	 reputation,	 revenues,	 profits,	
contracts,	business,	or	anticipated	savings, or
12.2.2. any	 special,	 punitive,	 exemplary,	 indirect,	
consequential	or	incidental	losses, or
12.2.3. any	loss	of	Customer	Data,
regardless	 of	 whether	 such	 losses were	 within	 the	
contemplation	 of	 either	 of	 the	 Parties	 as	 of	 the	 date	
Customer	submitted	the	Service	Order	or	thereafter.
12.3. Notwithstanding	 any	 other	 clause	 of	 this	 Agreement,	
neither	 Party	 excludes	 liability	 for	 death,	 personal	 injury	
or	fraud.	
12.4. The	limitations	of	liability	set	out	in	this	clause	12 do	not	
apply	to	a	Customer’s	obligation	to	pay	Charges.
12.5. No	cause	of	action,	under	any	theory	which	accrued	more	
than	one	year	prior	to	the	institution	of	a	legal	proceeding	
alleging	 such	 cause	 of	 action	 may	 be	 asserted	 by	 either	
Party	against	the	other,	to	the	extent	permitted	by	law.
12.6. The	 liability	 of	 Orixcom	 with	 respect	 to	 the	 Service	 also	
may	 be	 limited	 pursuant	 to	 provisions	 contained	 in the	
Service	Schedule.	
12.7. Customer	and	Orixcom	each	acknowledge	and	accept	the	
reasonableness	 of	 the	 disclaimers,	 exclusions,	 and	
limitations	 of	 liability	 set	 forth	 in	 this	 clause	 12 and	 the	
Agreement as	a	whole.
13. Representations	and	Warranties
13.1. Each	 Party	 represents,	 warrants	 and	 undertakes	 to	 the	
other	 that it	is	a	 corporation	or	juridical	entity	properly	
incorporated	or	registered and	is	in	good	standing under	
the	 laws	 of	 its	 jurisdiction	 of	 incorporation	 or	
registration,	 and	 it	 has	 taken	 all	 necessary	 action	 to	
authorise	 the	 signing,	 delivery	 and	 performance	 of	 the
Agreement	in	accordance	with	its	terms.
13.2. Customer represents and warrants that	 the	 individual	
signing	the	Service	Order	or	submitting	the	Service	Order	
through	 the	 on-line	 dialog	 has	 the	 requisite	 authority	 to	
bind	Customer	in	contract.
13.3. Except	 as	 expressly	 included in	 the	 Agreement	 all	
warranties,	 representations	 and agreements, whether	
oral	 or	 in	 writing	 and	 whether	 express	 or	 implied or	
imposed	by	applicable	law,	are	hereby	expressly	excluded	
to	the	maximum	extent	permitted	by	applicable	law.
14. Confidentiality,	Customer	Data	&	Privacy
14.1. Confidentiality.	Each	Party	promises	that	during	the	Term	
and	 for	 3	 years	 after,	 it	 will	 use	 the	 other	 Party’s	
ORIXCOM	GENERAL	TERMS	AND	CONDITIONS
ORIXCOM	GENERAL	TERMS	AND	CONDITIONS Page	7 of	8 25 OCT 2016
Confidential	 Information	 only	 for	 purposes	 of	 the	
Agreement,	 not	 disclose	 it	 to	 third	 parties	 except	 as	
provided	 below,	and	 protect	it	 from	 disclosure	 using	 the	
same	 degree	 of	 care	 it	 uses	 for	 its	 own	 Confidential	
Information	 (but	 no	 less	 than	 a	 reasonable	 degree	 of	
care).	A	Party	may	disclose	the	other	Party’s	Confidential	
Information	 only	 (a)	 to	 its	 employees,	 agents	 and	
subcontractors (including	 professional	 advisors	 and	
auditors),	and	 to	 those	of	its	Affiliates,	who	have	a	need	
to	 know	 for	 purposes	 of	 the	 Agreement	 and	 who	 are	
bound	to	protect	it	from	unauthorized	use	and	disclosure	
under	 the	 terms	of	a	written	agreement,	or	(b)	pursuant	
to	law,	regulation	or	court	order.	Confidential	Information	
remains	 the	 property	 of	 the	 disclosing	 Party	 and,	 upon	
request	 of	 the	 disclosing	 Party,	 must	 be	 returned	 or	
destroyed	when	the	Agreement	ends.	
14.2. Customer	 Data	 and	 Privacy.	 	 Customer	 Data	 shall	 be	
deemed	 Customer’s	 Confidential	 Information.	 	 Customer	
shall	 obtain	 natural	 person	 and	 legal	 entity	 consents	
necessary	 for	 the	 transfer	 of	 Customer	 Data	 to	Orixcom
and	 Orixcom’s	 Affiliates	 and/or	 Provisioning	 Entities	 for	
the	purpose	of	provisioning	the	Service.		
15. Intellectual	 Property	 Indemnification.	 	 The	 Parties	 agree	 to	
indemnify	 and	 keep	 indemnified	 the	 other	 party	 from	 and	
against	 all	 losses	 suffered	 by,	 incurred	 by	 or	 awarded	 to	 the	
other	 party	 arising	 out	 of	 or	 in	 connection	 with	 a	 party’s	
violation,	 misuse	 or	 misappropriation	 of	 third	 party	
trademarks,	 copyrights,	 trade	 secrets,	 or	 other	 proprietary	
rights	or	intellectual	property	rights.
16. Miscellaneous
16.1. Records.	 	 Each	 Party	 agrees	 to	 maintain	 records	
reasonably	 necessary	 to	 substantiate	 all	 financial,	
operational	and	billing	data	for	a	period	of	2	years.
16.2. Assignments.	 	 Neither	 Party	 may	 assign	 the	 Agreement	
without	 the	 written	 consent	 of	 the	 other	 Party,	 except	
that	(a)	subject	to	applicable	law	and	regulation,	Orixcom	
may	 assign	 any	 and	 all	 of	 its	 rights	 and	 obligations	
hereunder	 (i)	 to	 any	 Affiliate	 or	 Provisioning	 Entity,	 (ii)	
pursuant	 to	 any	 sale	 or	 transfer	 of	 substantially	 all	 the	
assets	 or	 business	 of	 Orixcom,	 or	 (iii)	 pursuant	 to	 any	
financing,	 merger,	 or	 reorganisation	 of	 Orixcom,	 and	 (b)	
subject	 to	 applicable	 law	 and	 regulation,	 Customer	 may	
assign	any	and	all	of	its	 rights	and	obligations	hereunder	
to	 any	 Affiliate	 that	 satisfies	 the	 standard	 credit	
requirements	of	Orixcom.
16.3. Amendments.	 	 This	 Agreement	 may	 only	 be	 varied	 by	
written	amendment	by	duly	authorised	representatives	of	
the	Parties.
16.4. Waiver.		No	waiver	by	either	Party	of	any	provision	in	this	
Agreement	will	be	binding	unless	expressly	confirmed	by	
written	variation	in	accordance	with	clause	16.3.	Further,	
any	such	waiver	will	relate	only	to	such	particular	matter,	
non-compliance	 or	 breach	 to	which	it	is	expressly	 stated	
to	 relate,	 and	 will	 not	 apply	 to	 any	 subsequent	 or	 other	
matter, non-compliance	or	breach.
16.5. Notices.	Any	notice	 required	or	permitted	 to	be	given	in	
writing	 under	 the	 Agreement	 (and	 for	 the	 avoidance	 of	
doubt	 unless	 otherwise	 specified	 all	 notices	 must	 be	 in	
writing)	 will	 be	 in	 English,	 and	 sent	 via	 email,	 facsimile,	
courier,	hand	delivery	or	ordinary,	certified	or	 registered	
mail,	 to	 a	 Party	 at	 the	 addresses	 set	 out	 in	 the	 Service	
Order	 in	 the	 case	 of	 Customer,	 and	 in	 the	 case	 of	
Orixcom:
General	Counsel
Orixcom	Limited
Temple	Hall,	First	Floor
Temple	Road
Blackrock,	Co.	Dublin
Ireland
With	a	copy	via	email	to	legal@orixcom.com
A	Party	may	from	time	to	time	designate	another	address	
or	addresses	by	notice	to	the	other	Party.		Such	notice	will	
be	 deemed	 effective:	 (a)	 the	 day	 after	 being	 sent,	 if	 by	
email;	(b)	when	electronic	confirmation	is	received,	if	sent	
by	facsimile;	(c)	as	of	the	delivery	date,	if	sent	by	courier;	
(d)	when	received,	if	hand	delivered;	or	 (e)	15 days after	
being	 sent,	 if	 sent	 via	 ordinary,	 certified	 or	 registered	
mail.	
16.6. Survival.	 Certain	 provisions	 of	 the	 Agreement	 are	
intended	 to	 have	 effect	 after	 the	 expiration	 or	
termination	of	the	Agreement	including	but	not	limited	to	
clause	2 (Definitions), sub-clause 2.41 (Precedence),	 subclause	 6.9 (Indemnification	 by	 Customer), clause 7
(Charges	 and	 Payment), clause 8 (Disputed	 Invoices),	
clause	 9 (Taxes	 and	 Interest),	 sub-clause	 10.2 (offsets),
clause 12 (Limitations	 of	 Liability),	 clause	 14
(Confidentiality,	 Customer	 Data	 and	 Privacy), sub-clause	
16.4 (waiver), sub-clause 16.7.4 (Consequences	 of	
Termination),	 sub-clause	 16.8 (Severability),	 sub-clause	
16.9 (No	 Publicity),	clause	17 (Governing	Law),	clause	18
(Arbitration),	 and	 this	 sub-clause	 16.6 will	 continue	 to	
bind,	 and	 to	 be	 enforceable	 by,	 the	 Parties	 to	 the	
Agreement.
16.7. Force	Majeure
16.7.1. General.	 	 Neither	 Party	 will	 be	 liable	 for	 any	
failure	 to	 perform	 or	 for	 breach	 of	 this	
Agreement	 caused	 by	 a	 Force	 Majeure	 Event,	
provided	 that	 Customer will	 not	 be	 relieved	 of	
its	 obligations	 to	 make	 any	 payments	 for	
Services	 rendered	 under	 this	 Agreement.	 Both
Parties	 agree	 to use	 reasonable	 commercial	
endeavours to	 minimize	 the	 effects	 of	 a	 Force	
Majeure	Event
16.7.2. Notices.		A Party	claiming	that	a	Force	Majeure	
Event	 has	 impacted	 its	 ability	 to	 perform	 this	
Agreement	must	 immediately	 inform	 the	 other	
Party	 in	 writing	 of	 the	 occurrence	 of	 the	 Force	
Majeure	 Event,	 and	 the	 estimated	 extent	 and	
duration	 of	 such	 inability	 to	 perform	 its	
obligations.
16.7.3. Termination	 Right.	 If	 the	 affected	 Party	 is	
prevented	 by	 the	 Force	 Majeure	 Event	 from	
performing	its	obligations	under	the Agreement	
for	 30	 days	 or	 such	 other	 period	as	 the	 Parties	
agree	 in	 writing,	 then	 either	 Party	 may	 in	 its	
sole	 discretion	 immediately	 terminate	 the	
Agreement	 by	 giving	 notice	 of	 termination	 to	
the	other	Party.
ORIXCOM	GENERAL	TERMS	AND	CONDITIONS
ORIXCOM	GENERAL	TERMS	AND	CONDITIONS Page	8 of	8 25 OCT 2016
16.7.4. Consequences	 of	 Termination.	 Where	 the	
Agreement	 is	 terminated	 by	 a	 Party	 in	
accordance	with	sub-clause	16.7.3:
16.7.4.1. Orixcom	shall	be	entitled	to	payment	
of:	(a)	all	accrued	but	unpaid	Charges	
incurred	 through	 the	 date	 of	 such	
termination;	 together	 with	 (b)	 any	
documented	 termination	 charges	 or	
other	 costs	 or	 expenses	 incurred	 by	
Orixcom	 for	 the	 cancellation	 of	 the	
Service	 in	 relation	 to	 3rd party	
suppliers or	 equipment	 provided	 to	
Orixcom	 in	 connection	 with	 the	
Service;	and
16.7.4.2. The Parties	shall	otherwise	bear	their	
own	 costs	 and	 shall	 be	 under	 no	
further	 liability	 to	 perform	 the	
Agreement.
16.8. Severability.	If	any	provision	of	the	Agreement	is	held	by	
a	 court	 or	 any	 government	 agency	 or	 authority	 to	 be	
invalid,	 void,	 or	 unenforceable,	 the	 remainder	 of	 the	
Agreement	 will	 nevertheless	 remain	 legal,	 valid	 and	
enforceable.
16.9. Publicity.	 Subject	 always	 to	 the	 other	 Party’s	trademark	
guidelines, and	other	than	as	an	appearance	on	a	Party’s	
web	 site	 as	 part	 of	 a	 customer	 or	 supplier	 logo	 page,	
neither	 Party	 may	 use	 the	 other	 Party's	 name,	
trademarks,	or	trade names,	or	issue	any	press	release	or	
public	 statement	 relating	 to	 the	 Agreement,	 any	 Service	
Order,	 or	 the	 other	 Party,	 without	 the	 prior	 written	
consent of	the	other	Party.
16.10. Export	 and	 Import.	 Customer	 acknowledges	 that	 the	
export,	 re-export,	 import	 and	 use	 of	 certain	 hardware,	
software	 and	 technical	 data	 provided	 hereunder	may	 be	
regulated	and	Customer	agrees	to	comply	with	applicable	
law	and	regulations.	
16.11. Reliance.	 Customer	 confirms	 that,	 in	 agreeing	 to	 enter	
into	 the	 Agreement,	 it	 has	 not	 relied	 on	 any	
representation	except	as	 set	 out	 in	an	Addendum,	 these	
General	Terms,	the	Service	Schedule	or	the	Service	Order,	
and	Customer	agrees	it	shall	have no	remedy	in	respect	of	
any	representation	not	incorporated	therein.
16.12. Intellectual	 Property.	 Customer	 acknowledges	 that	 any	
and	 all	 patents,	 registered	 and	 unregistered	 designs,	
copyrights,	trademarks	and	all	other	intellectual	property	
rights	 whatsoever	 and	 wheresoever	 enforceable,	 which	
are	 used	 in	 connection	 with	 the	 Service	 and/or	 Service	
Equipment,	shall	remain	the	sole	property	of	Orixcom,	or	
an	Orixcom Affiliate,	Provisioning	Entity	or	supplier.
16.13. English	Language	Shall	Prevail.	If	the	Agreement	is	made	
available	 in	 a	 language	 other	 than	 English,	 such	 other	
version	 shall	 be	 for	 reference	 only.	 In	 the	 event	 of	 any	
inconsistency	 between	 the	 English	 and	 any	 other	
language	 version	 of	 the	 Agreement,	 the	 English	 version	
shall	prevail.
17. Governing	 Law.	 	 This	 Agreement	 is	 governed	 by	 the	 laws	 of	
England and	Wales.
18. Arbitration
18.1. Any	 dispute	 arising	 out	 of	 or	 in	 connection	 with	 this	
contract,	 including	 any	 question	 regarding	 its	 existence,	
validity	 or	 termination,	 shall	 be	 referred	 to	 and	 finally	
resolved	by	arbitration	under	the	Arbitration	Rules	of	the	
Dubai	 International	 Finance	 Centre	 /	 London	 Court	 of	
International	Arbitration	("DIFC-LCIA")	Arbitration	Centre,
which	Rules	are	deemed	to	be	incorporated	by	reference	
into	 this	 clause.	 The	 seat,	 or	 legal	 place,	 of	 arbitration	
shall	 be	 Dubai	 International	 Finance	 Centre,	 UAE.	 The	
language	 to	 be used	 in	 the	 arbitration	 shall	 be	 English.		
Subject	 to	 clause	 18.3 below,	 the	 arbitral	 tribunal	 will	
comprise	 3	 arbitrators.	 Each	 Party	 will	 appoint	 an	
arbitrator,	and	the	third	arbitrator,	who	will	preside	over	
the	 arbitral	 tribunal,	 will	 be	 appointed	 by	 the	DIFC-LCIA.	
The	 award	 of	 the	 arbitral	 tribunal	 will	 be	 written	 in	
English.	 The	 award	 of	 the	 arbitral	 tribunal	 is	 final	 and	
binding	on	the	Parties.
18.2. If	either	of	the	Parties	fails	to	appoint	an	arbitrator	within	
the	 applicable	 time	 period,	 such	 appointment	 will	 be	
made	in	accordance	with	the	DIFC-LCIA	Arbitration	Rules.
18.3. If	 the	 amount	 in	 dispute	 as	 specified	 in	 the	 notice	 of	
arbitration	or	statement	of	claim	is	less	than	US	$250,000	
the	arbitration	panel	will	consist	of	only	1	arbitrator	who	
will	be	selected	by	agreement	between	the	Parties.	If	the	
Parties	fail	to	agree	on	an	arbitrator	within	the	applicable	
time	 period,	 such	 appointment	 will	 be	 made	 in	
accordance	with	the	DIFC-LCIA	Rules.
19. Entire	 Agreement.	 The	 Agreement	 expresses	 the	 entire	
understanding	 of	 the	 Parties	 and	 replaces	 any	 and	 all	 former	
agreements,	 understandings,	 solicitations,	 offers	 and	
representations	 relating	 to	 Orixcom's,	Orixcom’s Affiliate's	 or	
Provisioning	 Entity’s	 performance	 in	 connection	 with	 the	
Agreement	 and	 contains	 all	 the	 terms,	 conditions,	
understandings,	 representations	 and	 promises	 of	 the	 Parties	
hereto.