Terms and Conditions

1. Interpretation

1.1 Definitions. In these Conditions:

"Business Day" means a day other than a Saturday, Sunday or public holiday in Scotland;

"Charges" means the charges for the Goods and Services set out in the Order Form, together with any usage, one-off and other charges payable under clause 10;

"Communications Services" means any Services that are electronic communications services under the Communications Act 2003, such as phone lines, hosted telephony, SIP trunks, broadband, leased lines, business mobiles and internet access;

"Conditions" means these terms and conditions, as amended from time to time under clause 18.7;

"Contract" means the contract between Indigo and the Customer for the supply of Goods and/or Services, made up of the Order Form, any Service Specification and these Conditions;

"Customer" means the business, charity or other organisation named in the Order Form;

"Customer Data" means any data, including personal data, that the Customer or its users provide, store or process using the Services;

"Customer Default" has the meaning given in clause 9.3;

"Data Protection Law" means the UK GDPR, the Data Protection Act 2018, the Privacy and Electronic Communications (EC Directive) Regulations 2003 and any other law relating to personal data that applies to the Contract;

"Deliverables" means any reports, configurations, documents, diagrams, scripts or other materials Indigo produces for the Customer as part of the Services;

"Delivery Location" has the meaning given in clause 5.2;

"Early Termination Charge" has the meaning given in clause 16.5;

"Force Majeure Event" has the meaning given in clause 17.1;

"General Conditions" means the General Conditions of Entitlement set by Ofcom under the Communications Act 2003, as amended from time to time;

"Goods" means the equipment and other goods (or any part of them) set out in the Order Form;

"Goods Specification" means any specification for the Goods set out in the Order Form;

"Incentives" means any cash backs, credits, refunds, free periods or other payments or benefits Indigo gives the Customer for entering into, continuing or extending the Contract;

"Indigo" means Indigo E-Commerce Digital Limited (company number SC599200), trading as Indigo Unified Communications, whose registered office is at Coralinn House, 4 Royston Road, Livingston EH54 8AH;

"Indigo Materials" has the meaning given in clause 9.1.6;

"IPR" means patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights in confidential information (including know-how), and all other intellectual property rights anywhere in the world;

"Order Form" means the Indigo order form, quotation or proposal signed or accepted by the Customer, setting out the Goods and/or Services, the Charges and the Service Term for each Service;

"Renewal Period" has the meaning given in clause 3.4;

"Services" means the services Indigo supplies to the Customer as set out in the Order Form, including any Deliverables;

"Service Specification" means the description of the Services, including any service levels, set out or referred to in the Order Form;

"Service Start Date" means, for each Service, the date Indigo first makes that Service available to the Customer (for example, when a line, number or licence goes live, or when support begins);

"Service Term" has the meaning given in clause 3.2;

"Small Business Customer" means a Customer that is a microenterprise, small enterprise or not-for-profit customer as defined in the General Conditions (broadly, a business or not-for-profit organisation with no more than 10 people working for it); and

"Third-Party Terms" has the meaning given in clause 8.6.

1.2 Construction. In these Conditions:

1.2.1 a person includes an individual, a company and an unincorporated body (whether or not it has separate legal personality);

1.2.2 a reference to a party includes its successors and permitted assignees;

1.2.3 a reference to a law is to that law as amended or re-enacted, and includes any subordinate legislation made under it;

1.2.4 words such as "including", "include" and "in particular" are illustrative and do not limit the words before them;

1.2.5 "writing" and "written" include email; and

1.2.6 if the Order Form conflicts with these Conditions, the Order Form takes priority.

2. Basis of contract

2.1 The Customer's signature or acceptance of an Order Form (including by electronic signature or email) is an offer to buy the Goods and/or Services on these Conditions. The Contract comes into existence when Indigo accepts the order in writing or starts to supply the Goods or Services, whichever happens first.

2.2 The Contract is the entire agreement between the parties. The Customer confirms that it has not relied on any statement, promise or representation made by or for Indigo that is not set out in the Contract. Nothing in this clause limits liability for fraud.

2.3 Samples, drawings, descriptions and advertising issued by Indigo, including material in brochures and on its website, are only to give an approximate idea of the Goods and Services. They do not form part of the Contract.

2.4 These Conditions apply to the exclusion of any other terms the Customer tries to impose or include, including any terms in the Customer's purchase order, or that are implied by trade, custom, practice or course of dealing.

2.5 Before a Small Business Customer enters into a Contract for Communications Services, Indigo will give it the contract information and contract summary required by the General Conditions, unless the Customer has validly waived that right where the General Conditions allow.

3. Term and renewal

3.1 The Contract starts on the date it comes into existence under clause 2.1 and continues until every Service has ended in line with these Conditions.

3.2 Each Service has a minimum period ("Service Term"), which starts on that Service's Service Start Date and runs for the period stated in the Order Form. Where the Contract covers more than one Service:

(a) each Service may have a different Service Start Date and Service Term;

(b) the Service Start Date of one Service does not change the Service Term of any other Service; and

(c) if the start of a Service is delayed at the Customer's request, the Service Term is not shortened.

3.3 For a Small Business Customer, the initial Service Term for Communications Services will not be longer than 24 months, unless the Customer has validly agreed otherwise where the General Conditions allow. Adding services or equipment will not extend an existing Service Term without the Customer's agreement.

3.4 When a Service Term ends, the Service continues as follows unless either party has ended it in line with this clause:

(a) Small Business Customers and registered charities: the Service continues on a rolling monthly basis. Either party may end it by giving at least 30 days' written notice. If the Customer actively agrees to a new fixed term, that new term will apply instead.

(b) All other Customers: the Service renews automatically for successive periods of 12 months (each a "Renewal Period"), unless either party gives at least 90 days' written notice to end the Service at the end of the Service Term or of the current Renewal Period.

3.5 Before a Service Term for Communications Services ends, Indigo will send the Customer any end-of-contract notice required by the General Conditions, including the date the Service Term ends, what happens next and Indigo's best available tariffs.

3.6 The Customer may give notice under this clause by email to accounts@indigocomms.co.uk with "Contract notice" in the subject line, or by post to Indigo House, Parkway Court, 291 Springhill Parkway, Glasgow Business Park, Glasgow G69 6GA. Indigo will acknowledge every notice in writing.

4. Goods

4.1 Indigo may change the Goods Specification where needed to comply with law or regulation, or to supply an equivalent or better model where the specified model is no longer available. Indigo will tell the Customer before doing so.

4.2 Hardware supplied on a lease or finance agreement is supplied under a separate agreement between the Customer and the finance provider. That agreement, and not these Conditions, governs the lease payments and ownership of the leased hardware.

5. Delivery of Goods

5.1 Indigo will make sure each delivery of Goods comes with a delivery note showing the Customer's reference numbers, the type and quantity of the Goods and, if delivery is in instalments, the balance still to be delivered.

5.2 Indigo will deliver the Goods to the address set out in the Order Form ("Delivery Location"), or install them there if the Order Form includes installation.

5.3 Delivery is complete when the Goods arrive at the Delivery Location.

5.4 Delivery dates are estimates and time of delivery is not of the essence. Indigo is not liable for late delivery caused by a Force Majeure Event or by the Customer failing to give adequate delivery instructions or access.

5.5 Indigo may deliver the Goods in instalments, which may be invoiced separately. A delay or defect in one instalment does not entitle the Customer to cancel any other instalment.

6. Quality of Goods

6.1 Indigo will pass on to the Customer the benefit of any manufacturer's warranty for the Goods and tell the Customer how to make a warranty claim. Indigo will help the Customer with warranty claims for Goods it supplied.

6.2 These Conditions apply to any repaired or replacement Goods Indigo supplies.

7. Ownership and risk

7.1 Risk in the Goods passes to the Customer on delivery.

7.2 Ownership of the Goods does not pass to the Customer until Indigo has received payment in full for them.

7.3 Until ownership has passed, the Customer will:

7.3.1 keep the Goods identifiable as Indigo's property;

7.3.2 not remove or obscure any identifying mark on the Goods;

7.3.3 keep the Goods in good condition and insured for their full price from delivery;

7.3.4 tell Indigo straight away if any of the events in clauses 16.1.2 to 16.1.5 happens to it; and

7.3.5 give Indigo any information about the Goods that it reasonably asks for.

7.4 If any of the events in clauses 16.1.2 to 16.1.5 happens to the Customer before ownership has passed, Indigo may, without limiting its other rights, require the Customer to return the Goods and, if the Customer does not do so promptly, enter the premises where the Goods are kept, at a reasonable time and on reasonable notice, to recover them.

8. Supply of Services

8.1 Indigo will provide the Services in line with the Service Specification in all material respects, using reasonable care and skill.

8.2 Indigo's support service hours, response and fix targets for each support package are set out in the Service Specification and on Indigo's website. Response and fix targets are targets, not guarantees, unless the Order Form says a service credit or other remedy applies.

8.3 Indigo will use reasonable efforts to meet agreed dates for the Services, but these are estimates and time is not of the essence.

8.4 Indigo may change the Services where this is needed to comply with law, regulation or a safety requirement, or where the change does not materially affect the nature or quality of the Services. Indigo does not have to connect, or keep connected, any equipment that does not comply with the law or that Indigo reasonably believes is unsafe. Clause 10.5 applies to any change that is not to the Customer's benefit.

8.5 Telephone numbers. Any telephone numbers Indigo allocates to the Customer are allocated under Ofcom's numbering rules. The Customer does not own them, and Indigo may need to change or withdraw a number where required by Ofcom or a network operator, in which case it will give as much notice as it reasonably can. When the Customer switches provider, it may move (port) its numbers in line with the General Conditions. Indigo does not charge the Customer for porting numbers to Indigo.

8.6 Third-party services. Some Services are provided using third-party products or networks, such as Microsoft 365 licences, mobile networks, telephony platforms and backup services. Where the supplier requires it, the Customer must accept that supplier's terms ("Third-Party Terms"), for example the Microsoft Customer Agreement. Licences and subscriptions bought for a fixed term (such as annual Microsoft licences) generally cannot be reduced or cancelled during that term, and their charges continue until the term ends.

8.7 Emergency calls. Internet-based phone services (including hosted telephony, Teams calling and softphone apps) may not work during a power cut or a broadband failure, so emergency calls to 999 or 112 may not be possible at those times. Indigo records an emergency address for each user and site. The Customer must tell Indigo promptly when a user's or site's address changes, and should keep another way to call 999, such as a mobile phone. Emergency calls made from a softphone or app away from the registered address may show the registered address, not the caller's location.

8.8 Call barring and fraud. International and premium-rate calls are barred as standard unless the Customer asks Indigo to open them. Indigo may set spend alerts and may suspend or bar a Service if it reasonably suspects fraud or unusual use, and will tell the Customer as soon as it can.

8.9 Mobiles. The Customer must tell Indigo straight away if a SIM or mobile device is lost or stolen, so it can be barred. The Customer is responsible for charges incurred before it tells Indigo. Roaming and out-of-bundle charges are payable at Indigo's current rates, which are available on request.

8.10 Backups and data. The Customer is responsible for keeping backups of its data unless the Order Form includes a backup service. Where Indigo provides a backup service, Indigo will operate it in line with the Service Specification but cannot guarantee that every item of data can be recovered.

8.11 Cyber Essentials. Where Indigo helps the Customer prepare for Cyber Essentials or Cyber Essentials Plus, the certificate is assessed and issued by an independent certification body, not by Indigo. Indigo does not guarantee that the Customer will be certified.

9. Customer obligations

9.1 The Customer will:

9.1.1 make sure the Order Form and any specification it provides are complete and accurate;

9.1.2 co-operate with Indigo in all matters relating to the Goods and Services;

9.1.3 give Indigo, its staff and subcontractors the access to the Customer's premises, systems and facilities that Indigo reasonably needs to provide the Services;

9.1.4 give Indigo the information and materials it reasonably needs to supply the Goods and Services, and make sure they are accurate in all material respects;

9.1.5 obtain and keep any licences, permissions and consents needed for the Services (other than those Indigo has agreed to obtain), including landlord consent for any installation;

9.1.6 keep any equipment, materials and other property of Indigo at the Customer's premises ("Indigo Materials") safe and in good condition, use them only as Indigo authorises, not connect anything to them that Indigo has not approved, and return them when the Contract ends;

9.1.7 give Indigo an email address for service, billing and contract notices (including notices of price changes) and keep it up to date; and

9.1.8 keep the passwords and access details for the Services secure, and tell Indigo promptly if it suspects they have been misused.

9.2 The Customer will not use the Services, and will make sure its users do not use them:

9.2.1 in breach of the Communications Act 2003 or any other law, regulation or licence;

9.2.2 to send material that is defamatory, offensive, abusive, obscene or menacing, that is a criminal offence, or that infringes anyone's rights (including IPR);

9.2.3 to send unsolicited marketing in breach of the law; or

9.2.4 in any other way that Indigo reasonably notifies to the Customer to protect its networks, its suppliers or other customers.

9.3 If Indigo is prevented or delayed in performing its obligations by any act or omission of the Customer, or by the Customer failing to perform any of its obligations ("Customer Default"):

9.3.1 Indigo may, without limiting its other rights, suspend the affected Services or deliveries under clause 15 until the Customer Default is remedied, and is relieved from performing its obligations to the extent the Customer Default prevents or delays them;

9.3.2 Indigo is not liable for any costs or losses the Customer suffers as a result of Indigo's failure or delay caused by the Customer Default;

9.3.3 where the Customer Default is a material breach, the Customer will repay any Incentives Indigo has paid and will lose any Incentives not yet paid; and

9.3.4 the Customer will reimburse Indigo on written demand for any reasonable costs, losses, fines or damages Indigo incurs as a result of the Customer Default.

10. Charges and payment

10.1 The Charges are those set out in the Order Form. If no price is quoted for a Good or Service, Indigo's price list at the date of the order applies.

10.2 All Charges are in pounds sterling and exclude VAT, which the Customer will pay at the applicable rate on receipt of a valid VAT invoice.

10.3 Unless the Order Form says otherwise, the price of Goods excludes packaging, insurance and delivery, and the price of Services excludes reasonable travel and subsistence expenses, third-party costs and materials, which Indigo may charge for if they are agreed in advance.

10.4 Usage charges (such as call, data and roaming charges) are calculated from the usage records of Indigo and its suppliers. Indigo may also charge one-off fees agreed with the Customer, for example for changes the Customer asks for.

10.5 Changes to the Charges. Any price increase that will apply during a Service Term is set out in pounds and pence in the Order Form. Indigo may otherwise change the Charges by giving the Customer at least 30 days' written notice. If a change to the Charges or to the terms of a Communications Service is not to the Customer's benefit and was not set out in the Contract when it was made, the Customer may end the affected Communications Service without paying an Early Termination Charge, by giving written notice within one month of Indigo's notice.

10.6 Indigo will invoice for Goods on or after delivery. Indigo will invoice for Services monthly in arrears, unless the Order Form says otherwise.

10.7 The Customer will pay each invoice within 14 days of the invoice date by Direct Debit. Indigo may agree in writing that the Customer can pay by card or bank transfer instead. Where the Customer chooses not to pay by Direct Debit, Indigo may charge an administration fee of £25 plus VAT a month.

10.8 If the Customer pays by card, Indigo may store the card details securely with its payment provider and use them to collect each invoice when it falls due during the Contract.

10.9 If the Customer does not pay any amount by the due date, Indigo may charge interest on the overdue amount at 8% a year above the Bank of England base rate from time to time, under the Late Payment of Commercial Debts (Interest) Act 1998. Interest runs daily from the due date until payment, before and after any judgment. Indigo may also claim the fixed compensation and reasonable recovery costs allowed by that Act, including the reasonable costs of a debt recovery agent or solicitor.

10.10 The Customer will pay all amounts due in full without any set-off, counterclaim, deduction or withholding, except as required by law. Indigo may set off any amount the Customer owes it against any amount Indigo owes the Customer.

10.11 Indigo will only add a new chargeable service or package to the Customer's account with the Customer's agreement.

11. Intellectual property

11.1 All IPR in the Services, the Deliverables and the Indigo Materials belong to Indigo or its licensors. Indigo grants the Customer a non-exclusive, non-transferable licence to use the Deliverables for its own business purposes during and after the Contract, once they have been paid for.

11.2 The Customer's use of third-party software and services is subject to the relevant Third-Party Terms.

11.3 The Customer keeps all rights in the Customer Data. The Customer gives Indigo a licence to use the Customer Data only as needed to provide the Services.

12. Confidentiality

12.1 Each party (the receiving party) will keep confidential all information of a confidential nature about the other party's (the disclosing party's) business, customers, systems, products and services that it receives in connection with the Contract. The receiving party will only disclose it to its employees, agents and subcontractors who need to know it to perform the Contract, and will make sure they keep it confidential.

12.2 A party may disclose confidential information where required by law, a court or a governmental or regulatory authority.

12.3 This clause 12 continues after the Contract ends.

13. Data protection

13.1 Each party will comply with Data Protection Law. Indigo's privacy policy explains how Indigo uses personal data about the Customer's contacts.

13.2 Where Indigo processes personal data on the Customer's behalf in providing the Services (for example, when supporting the Customer's systems, managing its devices or backing up its data), the Customer is the controller and Indigo is the processor. In that case Indigo will:

13.2.1 process the personal data only on the Customer's documented instructions, which are set out in the Contract, unless the law requires otherwise;

13.2.2 make sure the people who process it are bound by confidentiality;

13.2.3 take appropriate technical and organisational security measures;

13.2.4 only use other processors (sub-processors) under a written contract with equivalent data protection terms, and tell the Customer before adding or replacing one, giving it the chance to object;

13.2.5 only transfer the personal data outside the UK with appropriate safeguards in place;

13.2.6 help the Customer, at the Customer's reasonable cost, to respond to requests from individuals exercising their rights and to meet its obligations on security, breach notification and data protection impact assessments;

13.2.7 tell the Customer without undue delay after becoming aware of a personal data breach affecting the Customer's personal data;

13.2.8 at the Customer's choice, delete or return the personal data when the Services end, unless the law requires it to be kept; and

13.2.9 make available the information reasonably needed to show compliance with this clause, and allow reasonable audits on reasonable notice.

13.3 The Customer confirms that it has a lawful basis for Indigo to process the personal data under clause 13.2.

14. Limitation of liability

14.1 Nothing in these Conditions limits or excludes either party's liability for death or personal injury caused by its negligence, for fraud or fraudulent misrepresentation, or for anything else that cannot be limited or excluded by law.

14.2 Subject to clause 14.1, Indigo is not liable to the Customer, whether in contract, delict (including negligence), breach of statutory duty or otherwise, for any loss of profits, loss of anticipated savings, loss or corruption of data (except the cost of restoring data from the latest available backup where Indigo provides the backup service), or any indirect or consequential loss arising under or in connection with the Contract.

14.3 Subject to clause 14.1, Indigo's total liability to the Customer for all other losses arising under or in connection with the Contract, whether in contract, delict (including negligence), breach of statutory duty or otherwise, is limited to the total Charges paid by the Customer under the Contract, and will never exceed £50,000.

14.4 Indigo is not liable for any other supplier's charges, whether or not the Customer appoints that supplier because of a problem with the Goods or Services.

14.5 This clause 14 continues after the Contract ends.

15. Suspension of Services

15.1 Indigo may suspend all or part of the Services, or further deliveries of Goods, under the Contract or any other contract with the Customer, by giving written notice (or, in an emergency, as soon as practicable afterwards) if:

15.1.1 there is a Customer Default;

15.1.2 Indigo is entitled to end the Contract under clause 16;

15.1.3 Indigo must comply with an order, instruction or request of the government, the emergency services, Ofcom, a network operator or any other competent authority;

15.1.4 Indigo needs to carry out emergency works to a network or to equipment used to provide the Services; or

15.1.5 Indigo reasonably suspects fraud or misuse of the Services.

15.2 Indigo will restore the Services as soon as reasonably practicable once the reason for the suspension has ended. Where Indigo suspends Services because of a Customer Default, Charges continue during the suspension and the Customer will reimburse Indigo's reasonable costs arising from the suspension.

15.3 Suspending Services does not stop Indigo from ending the Contract.

16. Ending the Contract

16.1 Without limiting its other rights, either party may end the Contract immediately by written notice if the other party:

16.1.1 commits a material breach of the Contract and (if the breach can be remedied) does not remedy it within 14 days of being asked in writing to do so;

16.1.2 suspends, or threatens to suspend, payment of its debts, or is unable to pay its debts as they fall due;

16.1.3 becomes subject to an application or order for administration, liquidation, sequestration or any similar process, or makes any arrangement with its creditors, or any equivalent event happens to it in any jurisdiction;

16.1.4 stops, or threatens to stop, carrying on all or substantially all of its business; or

16.1.5 loses any licence, permission or consent needed for the Services.

16.2 Indigo may end the Contract immediately by written notice if the Customer does not pay any amount due within 14 days of a written reminder.

16.3 The Customer may end a Service before the end of its Service Term or Renewal Period by giving Indigo 30 days' written notice, but must pay the Early Termination Charge for that Service, unless clause 10.5 or 16.1 applies.

16.4 When the Contract or a Service ends for any reason:

16.4.1 the Customer will pay all of Indigo's outstanding invoices and interest, and Indigo will invoice for Goods and Services supplied but not yet invoiced, payable on receipt;

16.4.2 if the Contract or Service ends early because the Customer ends it under clause 16.3 or because Indigo ends it under clause 16.1 or 16.2, the Customer will pay the Early Termination Charge;

16.4.3 where the Contract ends because of the Customer's material breach, the Customer will repay any Incentives paid for the remaining part of the Service Term;

16.4.4 the Customer will return all Indigo Materials, and any Goods not paid for. If it does not, Indigo may, at a reasonable time and on reasonable notice, enter the Customer's premises to recover them. Until then, the Customer is responsible for keeping them safe;

16.4.5 Indigo will give the Customer reasonable help to move its services, numbers and data to a new provider, which may be charged at Indigo's standard rates unless the General Conditions say otherwise;

16.4.6 the rights and remedies the parties have built up at that date are not affected; and

16.4.7 any clause that is meant to continue after the Contract ends will do so.

16.5 The "Early Termination Charge" for a Service is:

(a) the recurring Charges for that Service for the rest of its Service Term or current Renewal Period (or, if the recurring Charges vary, the average monthly Charges for that Service over the previous 3 months multiplied by the number of remaining months), less any costs Indigo saves because it no longer has to provide the Service; plus

(b) any charges a third-party supplier makes to Indigo for ending the Service early, including the remaining cost of any fixed-term licences; plus

(c) a proportionate repayment of any Incentives or discounted equipment given on the basis that the Service would run for its full term.

16.6 The Early Termination Charge is a genuine pre-estimate of Indigo's loss and is not a penalty. For Small Business Customers, Indigo will not apply any charge or condition that would be a disincentive to switching under the General Conditions.

17. Force majeure

17.1 A "Force Majeure Event" is an event beyond a party's reasonable control, including strikes or other industrial action (other than by that party's own workforce), failure of a utility service, network or transport, act of God, war, terrorism, riot, civil commotion, malicious damage, cyber attack (despite reasonable security measures), pandemic, compliance with any law or government order, accident, breakdown of plant or machinery, fire, flood, storm, or default of suppliers or subcontractors.

17.2 Neither party is liable for a delay or failure to perform its obligations caused by a Force Majeure Event, except an obligation to pay money. The affected party will tell the other promptly and use reasonable efforts to reduce the effect.

17.3 If a Force Majeure Event prevents Indigo from providing any Goods or Services for more than four weeks, either party may end the affected Services immediately by written notice, without an Early Termination Charge.

18. General

18.1 Assignation and subcontracting. Indigo may assign, transfer or subcontract any or all of its rights and obligations under the Contract, and will remain responsible for any subcontractor's performance. The Customer may not assign, transfer, subcontract or otherwise deal with any of its rights or obligations under the Contract without Indigo's prior written consent.

18.2 Notices. Notices under the Contract must be in writing. Notices to Indigo should be sent as set out in clause 3.6. Notices to the Customer may be sent to the email address it has given under clause 9.1.7, or by post to its registered office or main place of business. A notice is treated as received: if delivered by hand, when delivered; if sent by first-class post or a next-Business-Day service, at 9am on the second Business Day after posting; and if sent by email, at the time of transmission or, if outside 9am to 5pm on a Business Day, at 9am on the next Business Day. This clause does not apply to legal proceedings.

18.3 Complaints. If the Customer is unhappy with the Services, it should contact Indigo using the details at the top of these Conditions. Indigo's complaints code explains how complaints are handled and is available on request. If a complaint about Communications Services is not resolved within 8 weeks, or Indigo confirms in writing that it cannot be resolved, a Small Business Customer may refer it, free of charge, to Ombudsman Services: Communications, the independent alternative dispute resolution scheme Indigo belongs to (commsombudsman.org), within 12 months of Indigo's written response.

18.4 Severance. If any provision of the Contract is or becomes invalid, illegal or unenforceable, it will be treated as modified to the minimum extent needed to make it valid, or, if that is not possible, as deleted. This does not affect the rest of the Contract.

18.5 Waiver. A waiver of any right is only effective if it is in writing, and does not waive any later breach. A failure or delay in exercising any right does not waive that right or prevent its later exercise.

18.6 No partnership or agency. Nothing in the Contract creates a partnership or joint venture between the parties, or makes either party the agent of the other.

18.7 Variation. Except as set out in these Conditions (including clauses 8.4 and 10.5), no variation of the Contract is effective unless it is in writing and signed by an authorised representative of each party. Indigo may update these Conditions from time to time. Updated Conditions apply to new Contracts, and to existing Contracts only if the Customer agrees or the change is made under clause 8.4 or 10.5.

18.8 Third-party rights. No one other than the parties has any right to enforce the Contract, whether under the Contract (Third Party Rights) (Scotland) Act 2017 or otherwise.

18.9 Governing law. The Contract, and any dispute or claim arising out of or in connection with it (including non-contractual disputes or claims), is governed by Scots law.

18.10 Jurisdiction. The Scottish courts have exclusive jurisdiction over any dispute or claim arising out of or in connection with the Contract.