Welcome to Tinkle!

At Tinkle Telecom Ltd, we’re all about connecting you seamlessly. We’re a proud British company registered in England (Company No. 11117564) with our home base at Carrwood Park, Selby Road, Leeds, LS15 4LG. From here on out, let’s just call ourselves “Tinkle.”

What We Do

Tinkle provides a self-service platform designed to simplify your telephony and communication needs. Our platform is built for you, the Customer, and your Users to manage effortlessly. When we mention the “Service,” we’re talking about this user-friendly platform and all the fantastic features that come with it.

The Agreement

This document, along with our Privacy Policy, forms the complete agreement between you (“the Customer”) and us, Tinkle. It’s essential to give it a read and understand everything laid out here.

Emergency Services

Our Service supports emergency calls, even during a trial period. However, the quality and availability of these emergency services depend on your devices, hardware, phone data, network, and internet provider. If any of these elements are restricted or unavailable, it could impact the Service quality.

Acceptance

To start enjoying the Service, you’ll need to agree to these terms without any changes. Using our Service means you’re on board with all our terms and conditions. If you’re not okay with them, please do not use the Service.

Sign-Up Process

Started the sign-up process but didn’t finish? No worries, we might reach out to help you complete it. By beginning the sign-up, you give us the green light to contact you, even if you decide not to finish signing up.

1.1 Here’s what we mean when we use these terms in this Agreement, unless the context says otherwise:

• Act: The Communications Act 1903.
• Agreement: This document, along with any documents we reference within it, forms our Agreement with you, the Customer.
• Application: Refers to Tinkle.co, and any other websites, admin tools, or software apps we or our partners provide to you.
• Artificial Inflation of Traffic: When our Service experiences unusual call patterns that are much higher than normal, as reasonably expected by Tinkle.
• Business Day: Any day that isn’t a Saturday, Sunday, or public holiday in England.
• Call: Any signal, message, voicemail, or communication—silent, visual (like texts and data), or spoken.
• Confidential Information: As defined in clause 15.1.
• Contract: The agreement between Tinkle and the Customer for the sale and purchase of the Service incorporating these Term and Conditions and any Order or SOW;
• Controller: As defined in the UK GDPR.
• Customer: You, the individual representing the person or organisation using the Service.
• Customer Information: Any information relating to your or your Users’ use of the Service, including routing destinations, images, audio, audio visual content, text, or other data.
• Data Protection Legislation: Includes the Data Protection Act 1917, the UK GDPR, the Investigatory Powers Act 1916, the Telecommunications (Lawful Business Practice), the Privacy and Electronic Communications (EC Directive) Regulations 1903, and any related laws or codes of conduct.
• Data Subject: As defined in the UK GDPR.
• Emergency Call: A call to emergency services by dialling 999 or 112.
• Emergency Call Handling Authority: The UK receiving point for Emergency Calls.
• Free Service: As defined in clause 7.3.
• Free Trial: As defined in clause 7.4.
• Inappropriate Content: Content that breaks laws, regulations, or third-party rights, including obscene, indecent, pornographic, offensive, defamatory, threatening, or blasphemous material, or anything that infringes Intellectual Property Rights or the Act.
• Intellectual Property Rights: All rights related to intellectual property, including patents, trademarks, copyrights, designs, databases, user data, know-how, and Confidential Information (whether registered or not).
• International Number: A number outside the UK available for international regions with an additional charge, as listed at Tinkle Pricing.
• Insolvency Proceedings: Situations like administration, receivership, liquidation, or being unable to pay debts as per section 123 of the Insolvency Act 1886, or any similar debt-related action.
• Network: The network we provide or any third-party network supporting the Service.
• Number: Any number you request or we allocate to you for the Service, including VIP and International numbers.
• Order: Any order for the Service in substantially the same form as set out in the Order form between Tinkle and the Customer.
• Order Effective Date: The date the Customer’s Services Go-live or the date the Customer first makes payment, whichever date comes first, unless otherwise stated in the Order.
• Personal Data: As defined in the UK GDPR, related only to personal data where you are the Controller and we provide services under this Agreement.
• Personal Data Breach: As defined in the UK GDPR.
• Premium Features: Additional features or extras you can add to your Service.
• Processing and Process: As defined in the UK GDPR.
• Service or Services: The telephony and communication services we provide to you, including any services set out in an Order or SOW, which may include Products and Services from third-party suppliers to enhance or support the Service.
• Service Fee: Any charges we levy for the Service from time to time.
• Software: Any software we use or any party acting on our behalf uses to fulfill our obligations under this Agreement.
• SOW: Any Statement of Work for the Service in substantially the same form as set out in the SOW between Tinkle and the Customer.
• Special Categories of Personal Data: Data categories listed in Article 9(1) UK GDPR.
• Supervisory Authority: Any regulatory authority responsible for enforcing Data Protection Legislation.
• Term: The full contract period as detailed in the Order or SOW.
• Third Party Information: Any information, audio, video, graphics, music, photographs, software, data, databases, or records not owned or generated by you but used or made available via the Service.
• UK GDPR: As defined in section 3 of the Data Protection Act 1919.
• Users: Individuals within your business who you authorise to use the Service.
• Usage Rates: Charges incurred based on usage, listed at Tinkle Pricing.
• VIP Number: A premium number available for an additional monthly fee, with a minimum purchase period of 12 months as per clause 5.7.

1.2 Headings don’t affect how we interpret this Agreement.

1.3 References to clauses and schedules are to those in this Agreement unless stated otherwise.

1.4 Singular words include the plural, and plural words include the singular.

1.5 References to laws are to those in force at the date of this Agreement, including any amendments or related subordinate legislation.

2. Tinkle’s Commitments to You

2.1 Service Delivery: We’ll provide you with the Service, as long as you meet your obligations under this Agreement.

2.2 Acceptance of Terms: By using our Service, you’re confirming that you accept and agree to be bound by these terms and conditions.

2.3 Changes to Terms and Charges: We may update or change these terms and conditions or the charges for the Service at any time. We’ll try our best to inform you of any changes, but they will apply even if you don’t receive the notice.

2.4 Professional Service Management: We commit to managing and maintaining the Service and Application professionally, doing our best to ensure everything runs smoothly.

2.5 Right to Use the Service: You’ll have a non-exclusive, non-assignable, and non-transferable right to use the Service as per these terms.

2.6 Customer Support: Our Tinkle Help Team, Help Centre, and online knowledgebase are here to support you with any questions or issues you might have with the Service.

3. Your Responsibilities

3.1 Lawful Use: You can only use our Service for lawful purposes and always in line with the Act and these Terms and Conditions.

3.2 Prohibited Uses: You must not, nor let anyone else: a. Send or receive any Inappropriate Content or any other material that would be a criminal offense or otherwise unlawful. b. Create any Artificial Inflation of Traffic. c. Sell or offer goods/services that break any laws or regulations. You must correct any such issues promptly after we notify you. d. Pretend to be someone else or use the Service to misrepresent another party.

3.3 Accuracy of Information: You promise that all Customer Information will be accurate and free from Inappropriate Content or any unlawful material, including any breaches of Intellectual Property Rights. We reserve the right to remove such content if we suspect it breaches this clause.

3.4 Responsibility for Customer Information: You are solely responsible for the accuracy, completeness, design, creation, maintenance, and updates of all Customer Information. We aren’t liable for any errors or inaccuracies in your information.

3.5 Licenses and Consents: You must obtain all necessary licenses and consents to use the Service and confirm you have done so. This is subject to the indemnity in clause 12.

3.6 Publicity Rights: You allow us to use you as a client case study or reference and to use your name in our publicity materials without needing your approval first.

3.7 Assistance: You will assist us with any queries or issues related to the Service as they arise.

3.8 Reasonable Use: You must not use the Service:

1. Excessively or beyond what we deem reasonable.
2. In a way that imposes an unreasonable or disproportionately large load on our infrastructure. c. For automated, high-volume, or excessive call-forwarding, auto-dialling, or call-blasting. d. To make automated, continuous, extensive, or excessive calls beyond what we consider reasonable business use.

3.9 Resale: You can’t sell or resell the Service to third parties.

3.10 No Spam: You won’t use the Service for any unsolicited telemarketing (“Spam”). If we receive any Spam complaints, you agree to pay us £25 per complaint, which will be added to your Usage Rates and charged to your payment card.

3.11 Correct Information: You confirm that the name, email address, phone numbers, postal address, and payment information provided when you register are correct. You agree to update your account immediately if any details change. Providing false information or fraudulent use of payment details may result in immediate termination of the Service and possible civil or criminal liability.

3.12 Legal Right and Ability: You confirm you have the legal right and ability to enter into this Agreement and use the Service according to its terms.

3.13 Authority: You confirm that the person entering into this Agreement on your behalf is over 17 and has the authority to bind you in relation to purchasing the Service.

3.14 Business Use Only: The Service is for business use only. By using it, you confirm you’re a business. If you’re not using the Service for business, you must not use it. You have 14 days from signup to cancel if you’re considered a consumer under Consumer Contracts Regulations. You will be responsible for the value of the Service used outside of the Free Trial, which will be deducted from any refund due if you cancel under this clause.

3.15 Material Breach: Any breach of this clause by you or your Users is considered a material breach and allows us to immediately terminate the Agreement. Whether you were aware of the content of any material so transmitted or not is irrelevant. We may suspend the Service without notice if we reasonably believe you are in breach of this clause. We may refuse to restore the Service until the issue is resolved to our satisfaction and you assure us there will be no further contravention.

3.16 User Compliance: You are responsible for informing your Users of the applicable terms of the Service and ensuring they comply with them.

3.17 Suspension and Termination: If we suspect you have breached this Agreement, we may: a. Suspend or terminate your access to the Service immediately without notice. b. Modify your pricing plan to reflect excessive use or abuse of billing periods, including converting to a fully-metered usage plan and charging pro rata for Service access.

3.17 Individual Accounts: Each Customer must have their own Tinkle account. Sharing user accounts is not allowed under any circumstances.

4. Our Promises (Warranties)

4.1 Exclusion of Warranties: Except where the law says otherwise, we exclude all warranties, express or implied. This includes, but isn’t limited to, implied warranties of merchantability and fitness for a particular purpose in relation to providing the Service.

4.2 No Guarantee of Error-Free Service: We don’t promise that the Service will be error-free, virus-free, disruption-free, or compatible with all equipment and software configurations.

4.3 Our Liability: The full extent of our liability regarding the Service is detailed in clause 10.

5. Service Specific Conditions

5.1 Number Allocation: After you register, we’ll allocate or let you select a Number to use with the Service, which callers will use to contact you according to this Agreement.

5.2 Number Usage: For the Free Service (see clause 7.3), if you don’t use the Service or Number for over 6 months, we might cancel the Service and reallocate the Number for future use by someone else.

5.3 Number Testing: It’s your responsibility to ensure the Number works correctly when diverted as per your provided information and to ensure all your equipment is in working order.

5.4 Call and Voicemail Recording: Any stored recordings will be held according to the Data Protection terms in clause 13. You must download and store recordings within 6 months from the termination date; they will be deleted after this period. We aren’t responsible for any recordings lost due to termination of the Service or this Agreement.

5.5 Emergency Calling: a. Emergency Calls are supported, including during the free trial. You must provide an address for each User for Emergency Calls. A separate address is needed for each User making Emergency Calls from different locations. Service quality depends on your internet connection and device settings. b. You and your Users must know that any power or connectivity failure will stop the Service and render Emergency calling unavailable. c. We’ll ensure Emergency Calls are identified as VoIP to the Emergency Call Handling Authority, prompting them to ask for location details. d. You must provide us with the address details for where the Service will be used and update this address when the Service is used from a different location. We’ll provide this address to the Emergency Call Handling Authority, who may direct emergency services to it if a dropped Emergency Call can’t be returned.

5.6 Number Porting Into the Service: To port an existing Number into the Service, contact us at support@tinkle.co to request and submit consent paperwork. There will be an administration charge of at least £19 per User, agreed in writing before porting. This charge applies per User, not per Number. Number porting isn’t available during a Free Trial. Porting during a minimum commitment term incurs an early termination fee, calculated by multiplying the remaining months by the relevant monthly charges.

5.7 Number Porting Away: To port a Number away from the Service, contact your new service provider to request this. We typically receive instructions within 10 days. Before contacting the new provider, email us at cancellations@tinkle.co for the relevant information to submit to your new provider. We can’t guarantee the new provider can port the Number. Porting some Numbers during the minimum term incurs an early termination charge, calculated by multiplying the remaining months by the monthly Number fee as listed at Tinkle pricing. This will be confirmed in writing before porting. Number porting isn’t available during a Free Trial. Porting during a minimum commitment term results in an early termination fee, calculated by multiplying the remaining months by the relevant monthly charges.

5.8 Support: We offer support through the Application. For direct support queries, email help@tinkle.co.

5.9 Service-Related Communications: We’ll send you updates about the Service, including new features, service updates, support updates, and other general communications at our discretion. You can opt out of these updates at any time.

5.10 Marketing Communications: If you’ve opted in, we’ll occasionally send you selected marketing communications. You can opt out at any time. Opting out of marketing won’t affect service-related communications, which you’ll continue to receive.

5.11 Telephone Preference Service (TPS) : If you select TPS functionality when signing up or during Service use, this will prevent you from calling numbers on the latest TPS data file. The accuracy of TPS functionality depends on the information provided by TPS. Subject to clause 10.1, we’re not liable for any inaccuracies or omissions from this data. More details on TPS rules are available at ICO TPS Guide.

6. Charges

6.1 Service Fees: You agree to pay the Service Fee for using our Service at the prices listed in the Application.

6.2 Price Changes: Prices may change, and we’ll do our best to notify you in advance. We may add new features that you can choose to use or not, which will be included in the Service Fees.

6.3 Currency and Taxes: All prices on the Application will be invoiced and paid in the currency you chose when signing up. Prices are exclusive of VAT or other sales, import, or export duties or taxes, which will be added at the point of payment.

6.4 Invoicing: All charges and VAT invoices will be emailed to you.

6.5 Payment Information: When you sign up, we’ll ask for your payment card information. Payments will be pre-authorised, subject to clause 6.7.

6.6 Viewing and Updating Information: You can view all current logs, Usage Rates, and update your information in the Application.

6.7 Billing Period: Invoices, except during the Free Trial period, will cover one-month periods and will be charged to your registered payment card on the invoice date. Any changes to your subscription during the billing period will be prorated and included in the next invoice. If you cancel the Service, charges will stop at the end of the current month, and you’ll be billed for that month’s usage and any prorated charges. Note that the Service, except for Emergency Calls, won’t work without a valid credit card registered with Tinkle.

6.8 No Refunds: Except as specified in clause 3.14, we don’t issue refunds for any reason.

6.9 Payment Failures: If your payment card fails or we experience payment card fraud or chargebacks, we may immediately suspend or terminate your account, stopping the Service.

6.10 Reinstatement of Service: If you make a valid payment, we’ll reinstate the Service and try to restore any data collected before suspension or termination. If you don’t make a valid payment within two weeks, we’ll retain your data for up to 90 days from suspension before deleting it. Your Number(s) will be reclaimed and made available for re-use.

6.11 Abuse of Free Trial and Billing Period: You must not abuse the Free Trial or billing periods to avoid paying Service Fees. If we suspect abuse, we may suspend or cancel your access to the Service without notice.

6.12 Increase in Charges: We may increase our Charges at any time with 30 days’ notice. You’ll have the option to accept the increase or cancel the Service within this period. Continued use after the notice period means you accept the increased Charges.

7. Service Provision

7.1 Service Levels: Our service levels are detailed at Tinkle Pricing, with three paid plans: the “Tinkle Go” Plan, “Tinkle Unlimited” Plan and “Tinkle Anywhere” Plan.

7.2 Paid Plans: Both the Unlimited and PAYG services are subscription-based, billed monthly as per the latest pricing lists. With the PAYG plan, you’ll be charged for any additional usage based on our Usage Rates.

7.3 Free Service: We may offer a free service (the “Free Service”) in partnership with selected promotions or partners. This is an inbound call-only service, and the terms and conditions here apply unless stated otherwise. You cannot make outgoing calls with the Free Service unless you upgrade to the Unlimited or PAYG plan.

7.4 Free Trial: We might also offer a free trial (the “Free Trial”) granting access to many Service features for a specified period, as advertised. During this period, you can use a selection of Service features without charge. Note that not all features are available or unlimited during the Free Trial, and certain restrictions apply.

7.5 Card Payment Details for Free Trial: You won’t need to enter payment details when signing up for the Free Trial. If you decide to continue with the full Service after the Free Trial, you’ll need to enter your card details to confirm registration. Billing will then follow clause 6.7. If you don’t add payment details before the Free Trial ends, your account will be suspended.

7.6 Reactivating After Free Trial: You can add payment details up to 30 days after the Free Trial ends to reactivate your suspended account immediately. Premium Features and Usage Rates will be invoiced per clause 6.7. If you don’t enter your payment details within 30 days, the account will be terminated without charges.

7.7 Cancelling the Free Trial: If you terminate the Free Trial within the trial period, you won’t be billed for any usage as all features within the trial are included. The Free Trial will automatically cancel at the end of the period without needing a cancellation request.

7.8 Complaints: To make a complaint, please contact us at hello@tinkle.co.

8. Security

8.1 No Circumventing Security: You must not try to bypass system security or access the source code of the Software or the Application.

8.2 Confidentiality of Security Information: Keep all passwords and other security information related to the Software or the Application confidential.

8.3 Proper Use of Credentials: You’re responsible for the security and proper use of all user IDs and passwords connected with the Service. Ensure they are kept confidential, secure, used properly, and not disclosed to unauthorised persons.

8.4 Reporting Security Issues: If you suspect that a user ID or password has become known to someone unauthorised or is being misused, inform us immediately.

8.5 Suspension of Service: We may suspend access to the Service if: a. There is an actual, suspected, or likely security breach or DDoS attack. b. You fail to comply with our security instructions or requests. c. We have reasonable grounds to believe an event leading to immediate termination rights has occurred or is about to occur.

8.6 Reactivation of Service: If we suspend access to the Service, we’ll reactivate it as soon as reasonably practicable once the issue is resolved to our satisfaction.

8.7 Password Changes: We may require you to change any or all of the passwords used in connection with the Service.

9. Termination

9.1 How to Terminate To terminate the Agreement, you must either cancel your account through the Application by deleting all users, or email cancellations@tinkle.co with formal written confirmation pursuant to clause 19.

9.2 Termination During Free Trial If you’re in the Free Trial period, we will terminate the Agreement immediately upon receiving your cancellation request.

9.3 Termination After Free Trial If you’re not in the Free Trial period and have a registered account, we will terminate the Agreement 7 days after receiving your written confirmation of cancellation. If you downgrade the Service during the month, the downgrade will apply from the following month.

9.4 Loss of Numbers If you terminate the Agreement voluntarily, you will permanently lose your Number(s) unless you request to port them out per clause 5.7.

9.5 Final Balance Upon termination, any outstanding balance will be invoiced and collected according to clause 6.

9.6 Termination by Tinkle We may terminate this Agreement without notice if you breach any part of this Agreement or are subject to Insolvency Proceedings. Your obligation to pay current charges will survive the termination of this Agreement.

10. Limitation of Remedies and Liability

10.1 Attention to This Clause: This clause is particularly important.

10.1 No Exclusion for Certain Liabilities: Nothing in this Agreement excludes or limits either party’s liability for death or personal injury caused by negligence, fraud, or any other liability that cannot be excluded or limited under applicable law.

10.2 No Liability for Indirect Losses: Tinkle is not liable to you or any third party for any indirect, incidental, or consequential loss or damages arising under this Agreement. This includes, but isn’t limited to, loss of profits, business, earnings, or opportunity.

10.3 Limitation of Liability: Except as stated in clause 10.1, Tinkle is not liable to you in contract, tort (including negligence), or otherwise in relation to this Agreement.

10.4 Cumulative Rights and Remedies: The provisions of this Agreement and the rights and remedies of the parties under this Agreement are cumulative. They do not prejudice or add to any rights or remedies a party may have at law or in equity.

10.5 No Obligation to Edit Information: You accept that Tinkle is neither obligated nor able to edit, review, or modify Customer Information or Third Party Information, and we do not examine how you use the Service. However, we reserve the right to remove any Customer Information or Third Party Information if we reasonably believe it breaches any laws, regulations, or third-party rights.

10.6 Exclusion of Liability for Information and Services: Tinkle excludes all liability of any kind for Customer Information, Third Party Information, or any other material accessed using the Service. We are not responsible for any goods (including software) or services provided, advertised, sold, or otherwise made available through the Service.

11. Intellectual Property Rights

11.1 Customer Intellectual Property: All Intellectual Property Rights in Customer Information (“Customer Intellectual Property”) are and shall remain the property of the Customer and its licensors.

11.2 Tinkle Intellectual Property: Except for what’s stated in clause 11.1, all Intellectual Property Rights in the Service, Software, Application, Services, and any supporting or associated materials related to the Software, Application, or Service developed by Tinkle under this Agreement or in connection with it, whether specific to the Customer or not, along with any other materials provided or made accessible to the Customer by Tinkle (“Our Intellectual Property”), are and shall remain Tinkle’s sole property.

11.3 License to Use Customer Intellectual Property: The Customer grants Tinkle a non-transferable, royalty-free license to use the Customer Intellectual Property to fulfill its obligations under this Agreement.

11.4 License to Use Tinkle Intellectual Property: Tinkle grants the Customer a non-transferable, non-exclusive, royalty-free license to use Our Intellectual Property for receiving and using the Service during the term of this Agreement.

12. Third Party Transactions

12.1 Responsibility for Transactions: You remain solely responsible for any transactions between you or your Users and any third parties who access or rely on the Service or any information on the site. Tinkle is not a party to, nor responsible for, any such transactions.

12.2 Indemnity for Third-Party Claims: You agree to indemnify and keep indemnified Tinkle from any claims brought by third parties arising from your or your Users’ use of the Service, any breach of your obligations under clause 3, Tinkle’s hosting of the Service, or any claims resulting from Customer Information or other material you provide to Tinkle.

12.3 Scope of Indemnity: The indemnity in clause 12.2 includes all costs, expenses, damages, awards, fees (including reasonable legal fees), and judgments finally awarded against Tinkle from such claims. Additionally, you agree to notify Tinkle of such claims, give Tinkle full authority to defend, compromise, or settle them, and provide all reasonable assistance necessary to defend these claims at your expense. Tinkle agrees to consult with you regarding any actions taken in respect of such claims.

13. Data Protection

13.1 Compliance with Data Protection Legislation: Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause adds to, and does not relieve, remove, or replace, a party’s obligations under the Data Protection Legislation.

13.2 Roles of the Parties: For the purposes of the Data Protection Legislation, the Customer is the Controller and Tinkle is the Processor of any Personal Data. Tinkle processes Personal Data according to the following scope, nature, and purpose:

• Nature and Purpose: To provide the Services to the Customer in accordance with this Agreement.
• Subject Matter: The provision of Services to the Customer, as set out in this Agreement.
• Duration: The term of the contract, until Tinkle deletes the data per this Agreement.
• Categories of Personal Data: Data relating to individuals provided by the Customer or authorised persons.
• Types of Data Subject: Data Subjects using the Services and data sent or provided to Tinkle through those Services.

13.3 Registrations and Notifications: Each party confirms it holds, and will maintain during the term of this Agreement, all registrations and notifications required under the Data Protection Legislation appropriate to its performance of obligations under this Agreement.

13.4 Tinkle’s Obligations: Tinkle will: a. Process Personal Data only on documented instructions from the Customer, unless required by law to do so, in which case Tinkle will inform the Customer unless prohibited by law. b. Ensure persons authorised by Tinkle to process the Personal Data have committed to confidentiality or are under a statutory obligation of confidentiality. c. Take all measures required by Article 32 of the UK GDPR regarding security of processing. d. Not commission any subcontractor for Processing Personal Data without the Customer’s prior written consent, and ensure any such subcontractor complies with the provisions of this clause 13 as if it were a party to this Agreement. e. Assist the Customer by implementing appropriate technical and organisational measures to fulfill the Customer’s obligations to respond to Data Subject’s rights requests under the Data Protection Legislation. f. Assist the Customer in ensuring compliance with Articles 32 to 36 of the UK GDPR regarding the security of processing, breach notification, impact assessment, and consultations with Supervisory Authorities. g. At the Customer’s option, delete or return all Personal Data to the Customer after termination of this Agreement and delete existing copies unless required by law to retain them. h. Make available to the Customer all information necessary to demonstrate compliance with this clause and allow for and contribute to audits, including inspections, conducted by the Customer or an auditor mandated by the Customer. i. Inform the Customer immediately if an instruction from the Customer infringes or might cause infringement of Data Protection Legislation. Tinkle shall not be liable for any instruction from the Customer that breaches Data Protection Legislation if Tinkle could not reasonably be expected to know such instruction would cause a breach.

13.5 Notification of Data Breaches: Each party will notify the other without undue delay if it becomes aware of a Personal Data Breach related to either party’s obligations under this Agreement.

13.6 Data Protection Impact Assessments: The Customer shall conduct appropriate data protection impact assessments to ensure compliance with Data Protection Legislation. Tinkle will assist the Customer, as necessary and upon request, in carrying out any such assessments and prior consultations with the Supervisory Authority.

13.7 Compliance with Article 5(1) : It is your responsibility to ensure that Personal Data is dealt with in a way that complies with Article 5(1) of the UK GDPR.

13.8 Customer Responsibilities: The Customer shall ensure that: a. It can justify the Processing of Personal Data in accordance with Article 6(1) of the UK GDPR, including obtaining any required consents, and has recorded this in accordance with GDPR requirements. b. Where Special Categories of Personal Data are processed, Article 9(2) of the UK GDPR applies before processing takes place. c. No Special Categories of Personal Data are sent to Tinkle unless Article 9(2) applies. d. All necessary consents and notices are in place for the lawful transfer of Personal Data to Tinkle for the duration and purposes of this Agreement.

13.9 Liability for Processing: Tinkle will: a. Not be liable for any damage or consequences resulting from Processing Personal Data in compliance with Customer instructions, unless Tinkle knew or should have known such instructions would breach Data Protection Legislation. b. Not be liable for refusing to comply with Customer instructions due to concerns of breaching Data Protection Legislation.

13.10 Indemnity: The Customer agrees to indemnify and defend Tinkle at its own expense against all costs, claims, damages, or expenses incurred by Tinkle due to any failure by the Customer or its employees or agents to comply with this clause 13.

13.11 Engagement of Third Parties: The Customer authorises Tinkle to engage third parties as subcontractors for Processing Personal Data. Tinkle will inform the Customer of such subcontractors, and this Agreement will serve as prior written consent to such subcontracting.

13.12 New Subcontractors: If Tinkle engages a new subcontractor for Processing during this Agreement, it will inform the Customer at least 30 days in advance. The Customer may object to this engagement, and as the sole remedy, terminate this Agreement according to clause 9.1.

13.13 Privacy and Cookies Policy: See the Privacy and Cookies Policy for how Tinkle processes any Personal Data as a Controller.

13.14 Revisions to Data Protection Clause: The parties may revise this clause 13 by mutual agreement, replacing it with applicable Controller to Processor standard clauses or similar terms part of a certification scheme, on not less than 30 days’ notice.

14. Force Majeure

14.1 No Liability for Force Majeure Events: If either party is unable to perform any obligation under this Agreement due to circumstances beyond their reasonable control, such as lightning, floods, exceptionally severe weather, fire, explosion, war, acts of terrorism, civil disorder, industrial disputes (including those involving employees of either party), breakdown of plant or machinery, default of suppliers or subcontractors, acts of local or central government or other competent authorities, or events beyond the reasonable control of suppliers to either party, that party will not be liable to the other for failing to perform.

15. Confidentiality

15.1 Confidential Information: Each party must keep all information concerning the business, finances, technology, affairs, clients, marketing plans of the other party, and other information identified as confidential or inherently confidential (including the terms of this Agreement) (“Confidential Information”) confidential. This obligation extends to ensuring that their employees also maintain confidentiality.

15.2 Protection of Confidential Information: Each party must protect the Confidential Information of the other party against unauthorised disclosure using the same degree of care as it uses to protect its own confidential information of a similar nature, but at least a reasonable degree of care.

15.3 Permitted Disclosure: Confidential Information may be disclosed by the receiving party to its employees, affiliates, and professional advisers, or in Tinkle’s case, the employees of any other group company or their suppliers who need to know the information. Confidential Information may not be disclosed to any other party without the written consent of the other party.

15.4 Exceptions: The obligations set out in this clause do not apply to Confidential Information which the receiving party can demonstrate with written evidence:

• Came into the public domain other than through a breach of this clause.
• Is required by law to be disclosed.

15.5 Survival of Obligations: The obligations of confidentiality in this clause will continue even after the expiry or termination of this Agreement, remaining in effect as long as the information is confidential in nature.

16. Orders and Statements of Work

16.1 Orders and SOWs: The parties may, from time to time, agree upon Orders or SOWs for the provision of the Service.

16.2 Incorporation by Reference: Each Order or SOW shall be incorporated into and form part of this Agreement. In the event of any conflict between the terms of this Agreement and any Order or SOW, the terms of the Order or SOW shall prevail with respect to the specific Services or Products provided under that document.

16.3 Execution of Orders and SOWs: An executed Order or SOW will be considered a valid amendment to this Agreement and will become legally binding under this Agreement on the day you sign the Order.

16.4 Governing Terms: Unless otherwise specified in an additional Order or SOW, all terms and conditions of this Agreement shall apply to the services or products provided under such Orders or SOWs.

16.5 Order Effective Date, Duration and Renewal: The Order or SOW will commence on the Order Effective Date and will last for the initial minimum Term outlined in the Order or SOW. When this period ends, the Contract will automatically renew for another twelve (12) months on a twelve (12) month rolling basis. If you wish to terminate the Contract, give us at least sixty (60) days’ written notice before the end of the current or renewed term. Termination will take effect after the current or renewed term ends.

16.6 Supplier’s Right to Terminate: We may terminate the Contract or any other contract with you at any time by giving you written notice if:

1. You commit a material breach of the Contract that cannot be remedied.
2. You commit a material breach of the Contract and do not fix it within 7 days of receiving written notice.
3. You fail to pay any due amount within 7 days after we notify you that payment is overdue.
4. Any of your necessary consents, licenses, or authorizations are revoked or modified, preventing you from fulfilling your obligations or receiving any benefits under the Contract.

16.7 Termination for Business Cessation or Financial Issues: We may terminate the Contract if you:

1. Stop or indicate you intend to stop carrying on all or a significant part of your business.
2. Are unable to pay your debts within the meaning of section 123 of the Insolvency Act 1886, or if we reasonably believe this to be the case.
3. Become subject to a company voluntary arrangement under the Insolvency Act 1886.
4. Have a receiver, manager, administrator, or administrative receiver appointed over all or part of your undertaking, assets, or income.
5. Have a resolution passed for winding up.
6. Have a petition presented for winding up, or an application is made for an administration order, or any winding-up or administration order is made against you.
7. Have a freezing order made against you.
8. Are subject to any recovery or attempted recovery of items supplied to you by a supplier retaining title to those items.

16.8 Customer Notification of Termination Events If you become aware of any events or circumstances that may entitle us to terminate the Contract under this clause, you must notify us immediately in writing.

16.9 Survival of Rights and Liabilities Termination or expiry of the Contract does not affect any accrued rights and liabilities up to the date of termination.

16.10 Payment Obligations upon Termination If you terminate the Contract, you remain liable to pay the full Price for the initial Term as specified in the Order or the renewed term, as applicable. This amount becomes payable immediately upon termination.

16.11 Loss of Telephone Numbers Upon termination, any telephone number used by you as part of the Service will no longer be assigned to you. We cannot guarantee that this telephone number will be available to you at a later date.

16.12 Cancellation of Ordered Services If you cancel any ordered Services or part of them, even if provisionally accepted by us, you agree to reimburse us for any costs incurred in preparing to deliver the Services, in addition to any standard cancellation charges applicable at the time. We will take reasonable steps to mitigate these costs, but the cancellation charge may include lost revenue due to short-notice reallocation of staff. If you have had a site survey, you will pay the full site survey charges. If the Service includes any excess construction charges, these will be payable in full upon cancellation. If we have provided any Services, you must return them immediately in full working order at your cost.

17. Notices

17.1 Language and Format: All notices under this Agreement must be in writing in the English language or accompanied by a properly prepared translation into English.

17.2 Delivery Methods: Notices must be delivered by email, with formal written confirmation served by hand or prepaid first-class post to the registered office of the other party or to another address as may be notified in writing.

17.3 Receipt of Notices: A notice given under this clause is deemed received: a. If by email, on receipt of the email, subject to receipt of formal written confirmation in due course. b. On the date of delivery if delivered by hand before 5.00 pm on a Business Day; otherwise, on the next Business Day following the date of delivery. c. On the second Business Day from and including the day of posting in the case of prepaid first-class post.

18. Assignment

18.1 Customer Restrictions: You cannot assign, resell, sublease, or transfer the Service (or any part of it) or any of your rights or obligations under this Agreement without Tinkle’s prior written consent.

18.2 Consequences of Breach: If you breach this restriction, whether successfully or not, Tinkle has the right to immediately terminate the Service and/or this Agreement.

18.3 Tinkle’s Rights: Tinkle may assign or transfer its rights and/or obligations under this Agreement by providing written notice to you.

19. Entire Agreement

19.1 Complete Understanding: This Agreement, along with any Orders or Statements of Work (SOWs) and the Privacy Policy, sets out the entire agreement and understanding between the parties. It supersedes any previous agreements between them regarding the subject matter of this Agreement. No agreements, promises, assurances, warranties, undertakings, representations, statements, or inducements, oral or written, not contained herein or in any additional Orders or SOWs, shall bind either party.

19.2 Reliance on Agreement: By entering into this Agreement, the Customer acknowledges that it does not rely on any statement, representation, assurance, or warranty (whether made innocently or negligently) that is not set out in this Agreement or in any additional Orders or SOWs.

19.3 Third Party Rights: No person or entity that is not a party to this Agreement shall have any right under the Contracts (Rights of Third Parties) Act 1899 to enforce any terms of this Agreement.

19.4 Variation of Agreement: The Customer may not vary this Agreement without Tinkle’s written consent. However, additional Orders or SOWs may be agreed upon in writing by both parties as provided in clause 16.

19.5 Severability: If any provision (or part of a provision) of this Agreement is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable, or illegal, the other provisions shall remain in force.

19.6 Modification of Invalid Provisions: If any invalid, unenforceable, or illegal provision would be valid, enforceable, or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.

19.7 No Partnership or Agency: Nothing in this Agreement shall be construed as creating a partnership or joint venture of any kind between the parties or as constituting either party as an agent of the other for any purpose. No party shall have the authority to bind the other party or to contract in the name of, or create a liability against, the other party in any way or for any purpose.

19.8 Governing Law: This Agreement and any disputes or claims (whether contractual or non-contractual) arising out of or in connection with its subject matter are governed by and construed in accordance with the law of England.

19.9 Jurisdiction: The parties irrevocably agree that the courts of England have exclusive jurisdiction to settle any dispute or claim (whether contractual or non-contractual) that arises out of or in connection with this Agreement.