Master Service Agreement for Resellers

Version: 1.0

Effective Date: 20th August 2025

Last Updated: 20th August 2025

PCGuys Telecom - Master Service Agreement for Resellers

Last Updated: 20th August 2025

Index

Definitions and Interpretation
Term
Orders
Services
Software
Equipment
Charges and Rebates
Use of the Services
Suspension of the Service
Maintenance
Intellectual Property Rights
Indemnities
Limitation of Liability
Force Majeure
Termination
Consequences of Termination
Confidential Information
Non-Solicitation
Assignment
Escalation and Dispute Resolution
No Partnership or Agency
Entire Agreement
Notices
Waiver
Severance
Governing Law and Jurisdiction
Third Party Rights
Counterparts
Anti-Bribery
Reseller Representations
Agreement & Schedule Amendment

THIS AGREEMENT is made BETWEEN:

1. PCGuys Telecom is a telecommunications company whose registered office is at 2 Sellers Close, Borehamwood, Herts WD6 5RD, United Kingdom ("PCGuys");

And

2. THE CUSTOMER identified in the contract application (the "Customer")

The parties to this Agreement agree to sign this Agreement by electronic signature (whatever the form the electronic signature takes) and agree that such method of signature shall be equally conclusive of their intention to be bound by the terms and conditions of this Agreement.

By signing up for the Services you warrant that you are capable of entering into a binding contract; or are acting with the express permission of a person or organisation and using the payment details of that person and that they also agree to be bound by the terms of this Agreement. You also agree to comply and adhere to any and all applicable laws and regulations in relation to this Agreement.

1. Definitions and Interpretation

1.1. In this Agreement, the following expressions shall have the following meanings unless the context otherwise requires:

"Acceptable Use Policy" - PCGuys' acceptable use policy concerning use of the Service at the Appendix to this Agreement as may be updated from time to time in accordance with clause 8.13.7;

"The Act" - the Communications Act 2003;

"Agreement" - the execution page, the Particulars of Contract and these General Terms and Conditions;

"Appropriate Use" - the use of services in accordance with the Numbering Conventions set down by Ofcom which govern the use and management of numbers and codes from the United Kingdom's Specified Numbering Scheme;

"Associated Company" - each and any Parent Undertaking or Subsidiary Undertaking of a company and each and any Subsidiary Undertaking of a Parent Undertaking of that company. Parent Undertaking and Subsidiary Undertaking shall have the meanings given to them as in section 1162 of the Companies Act 2006;

"Business Day" - any day which is not a Saturday, a Sunday or a bank or public holiday in England;

"Charges" - the charges for use, installation, and delivery of the Services as specified in the Service Schedule;

"CLI" or "Caller Line Identifier" - a single telephone line with a unique telephone number allocated as part of the UK national switched network;

"Customer" - the party identified in the application for a reseller account;

"Customer Information" - the information that the Customer should provide to PCGuys in relation to the Services (including all relevant details which relate to the Customer's and/or any User's requirement for the provision of the Services and information more particularly described in the Service Schedule);

"Code" - any Code of Practice relevant to the Services issued by Phonepay Plus or Ofcom as amended from time to time;

"Confidential Information" - all confidential information or data (whether oral, visual, recorded in writing, in any other medium or by any other method) disclosed to or obtained by one party from the other or from a third party, including any information relating to a Party's operations, processes, plans, intentions, price lists, pricing structures, know-how, design rights, trade secrets, software, market opportunities, customers and business affairs;

"PCGuys Network" - the system for the conveyance, through the agency of electric, magnetic, electro-magnetic, electro-chemical or electro-mechanical energy of (i) speech, music and other sounds, (ii) visual images signals serving for the impartation (whether as between persons and persons, things and things or persons and things) of any matter otherwise than in the form of sounds or visual images or (iii) signals serving for the actuation or control of machinery or apparatus which PCGuys operates in connection with the provision of the Service;

"The Equipment" - any all equipment owned or controlled by PCGuys utilised in the provision of the Service, including but not limited to the equipment related to or used in connection with the metallic path facility provided by a Service Provider;

"Go Live Date" - the date when PCGuys notifies the Customer or any User that the Service is ready for use by the Customer or User, or if earlier the date when the Customer or User starts to use the Service;

"Insolvency Event" - the occurrence of any of the following events (or any event analogous to any of the following in a jurisdiction other than England and Wales) in relation to the relevant entity:

(a) the entity passing a resolution for its winding-up or a court of competent jurisdiction making an order for the entity to be wound up or dissolved or the entity being otherwise dissolved.

(b) the filing of a notice of intention to appoint an administrator of or, the filing of a notice of appointment of an administrator of or, the making of an administration order in relation to the entity or the appointment of a receiver or administrative receiver of, or an encumbrance taking possession of or levying distress over, or selling, the whole or any part of the entity's undertaking, assets, rights, or revenue.

(c) the entity proposing to enter into, or entering into an arrangement, compromise, or composition in satisfaction of its debts with its creditors or any class of them or takes steps to obtain a moratorium or makes an application to a court of competent jurisdiction for protection from its creditors.

(d) the entity being unable to pay its debts or being deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986;

"Intellectual Property Rights" - (i) patents, designs, trademarks, and trade names (whether registered or unregistered), copyright and related rights, database rights, know-how and confidential information; (ii) all other intellectual property rights and similar or equivalent rights in the world which currently exist or are recognised in the future; and (iii) applications, extensions, and renewals in relation to any such rights;

"Loss" or "Losses" - any and all losses, damages, costs, expenses, (including court or legal expenses) or other liabilities of whatever nature (whether foreseeable or not);

"Order" - the Customer's request for the supply of Services to a User as accepted by PCGuys in accordance with the applicable Services Agreement;

"Service" - the services provided by PCGuys to the Customer as specified in a Service Schedule;

"Service(s) Schedules" - any agreement between the parties stated as being subject to the terms of this Agreement;

"Service Credit" - the credit offered by PCGuys for any failure by PCGuys to perform the Services in accordance with the Service Levels as more particularly specified in the Service Schedule;

"Service Levels" - the service levels in respect of the Services and specified in the Service Schedule;

"Service Minimum Period" - the minimum period for the provision of the Service as specified in the Service Schedule;

"Service Provider" - any person providing underlying or network facilities in connection with the Services;

"Support Processes" - the means of contacting PCGuys' support team and reference material outlining standard procedures;

"Trade Names" - PCGuys together with such other trade names and/or logos as PCGuys may adopt in connection with the operation of its business from time to time;

"User" - a party to whom the Customer resells the Services and any other parties (including without limit any ultimate end user) to whom the Services are subsequently resold from time to time in accordance with the terms of this Agreement;

"VAT" - value added tax as defined in the Value Added Tax Act 1994 and including any other tax from time to time replacing it or of a similar fiscal nature.

"Year" - means the period of 12 months from the date of the Agreement and each consecutive period of 12 months thereafter.

1.2. The clause headings are for convenience only and shall not affect the interpretation of this Agreement.

1.3. References to the singular include the plural and vice versa, and references to one gender include the other gender.

1.4. Any phrase introduced by the expressions "includes", "including" or "in particular" or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.

1.5. Any reference to a statute, statutory provision, or subordinate legislation (together "legislation") shall (except where the context otherwise requires) (i) be deemed to include any by-laws, licences, statutory instruments, rules, regulations, orders, notices, directions, consents or permissions made under that legislation and (iii) shall be construed as referring to any legislation which replaces, re-enacts, amends or consolidates such legislation (with or without modification) at any time.

1.6. Unless specifically provided to the contrary all notices under this Agreement shall be in writing.

1.7. The Schedules form part of this Agreement and shall have effect as if set out in full in the body of this Agreement. Any reference to this Agreement includes the Schedules.

1.8. References to times are to London times.

2. Term

This Agreement shall be effective upon the Customer Party completing the PCGuys online sign-up form and shall continue unless terminated in accordance with clause 15, for a minimum period of one (1) month (the "Initial Term") and shall continue thereafter until terminated in accordance with clause 15.

3. Orders

3.1. The terms and conditions set out in this Agreement shall:

3.1.1. apply to and be incorporated into each Service Schedule; and

3.1.2. prevail over any inconsistent terms or conditions contained, or referred to, in the Customer's purchase order, confirmation of order, acceptance of a quotation or specification, or implied by law, trade custom, practice or course of dealing.

3.2. The Customer shall submit a request to PCGuys for each Service required by the Customer and if PCGuys is prepared to provide those services to the Customer under this Agreement a general Service Schedule shall be entered into between the parties in relation to those services, and then if Orders are to be placed then they shall be placed pursuant to the terms of the relevant Services Schedule.

3.3. Each individual Service is subject to its own Service Minimum Period the Service Minimum Periods are stated either in the Service Schedules for the Services provided under those schedules or, specifically on the order documentation for Services that carry variable Service Minimum Periods by specific Service or failing any specific reference the Service Minimum Period defaults to thirty days.

3.4. Each individual Service is subject to its own notice period, in the absence of a specified notice period for a Service the default notice period is thirty days such notice to expire at the end of the Service Minimum Period.

3.5. Some Services are subject to termination fees which are payable on termination of the Service these are specified in the specific wholesale pricing tables where applicable.

4. Services

4.1. During the Term, and subject to the Customer's compliance with this Agreement, PCGuys shall provide the Services to the Customer to the standards of a reasonable and prudent communications services provider offering the same or similar services in the United Kingdom and in accordance with all material respects with the Agreement and the Service Schedule.

4.2. PCGuys shall use reasonable endeavours to perform the Services in accordance with the Service Levels which shall apply with effect from the Go Live Date until the Service Schedule is terminated in accordance with its terms.

4.3. If PCGuys fails to provide the Services to meet any Service Levels, then:

4.3.1. PCGuys shall at PCGuys' expense deploy as soon as reasonably practicable such additional resources as are reasonably necessary to perform the Services in the future in a manner likely to meet the Service Levels.

4.3.2. for the avoidance of doubt any failure of PCGuys to provide the Services in accordance with the Service Levels shall not be a material breach unless such breach is in itself material or is a minor breach that continues to a material extent, and is demonstrated to have a detrimental effect on the services provided and the Customer has first served written notice on PCGuys giving reasonable particulars of the relevant breach or breaches and afforded PCGuys a period of two months to remedy the deficiency and PCGuys shall have failed to comply with clause 4.3.1.

4.3.3. PCGuys shall not be liable for any failure to comply with a Service Level to the extent is caused by the act or omission of any network operator

4.4. PCGuys shall use reasonable endeavours to meet any dates or times for performance of the Services specified in the Service Schedule and the Order. Except as expressly stated to the contrary in a Service Schedule or the Order any dates specified by PCGuys for performance of the Services or delivery in relation to the Agreement are an estimate only and in relation to the same and time shall not be of the essence. If no delivery dates are specified within the relevant Service Schedule delivery shall be within a reasonable time.

4.5. PCGuys may at any time make any changes to the Services supplied as it in its reasonable opinion deems necessary provided always that (a) any changes shall not materially affect the performances and/or accessibility of the Service(s) in a detrimental way; and (b) PCGuys shall provide the Customer as much notice as practicable prior to any such change taking effect (having due regard to the likely impact on the Customer and/or the Users and the nature of such change).

4.6. Customer contact

4.6.1. The Customer and PCGuys shall each promptly provide the other with details of those personnel with whom each may, in PCGuys' performance of its obligations in the provision of any of the Services and the Customer's use of the Services, wish or be required to interface. These can be accessed and changed through the PCGuys Reseller Control Panel at any time.

4.6.2. Each party shall promptly notify the other of any amendments to the contact details provided and in the case of the Customer the amended details shall be provided to PCGuys in accordance with clause 4.6.1.

4.6.3. PCGuys shall not be liable for any failure to satisfactorily provide any Services to the extent that such failure is due to:

(i) the Customer having failed to provide the requisite information or to update such information as required by this clause 4.6; or

(ii) PCGuys being unable to contact the Customer's nominated personnel due to such personnel being unavailable.

5. Software

5.1. PCGuys hereby grants the Customer the right to use all software provided by PCGuys as part of the Services. Such licence shall be a personal, revocable, non-transferable, non-sub licensable right to use such software (without the requirement to pay licence fee or royalty fees) to the extent necessary to use the Services as contemplated by the Agreement and any Services Agreement. Such licence shall terminate immediately on the cessation of the provision of the applicable Services by PCGuys.

5.2. PCGuys shall, as soon as is reasonably practicable (after becoming aware) notify the Customer in the event that any use of the Services by the Customer or any User causes PCGuys to be in breach of any software licence which PCGuys has in place with any third-party licensor in order to provide the Services (or any part thereof). The Customer shall, as soon as is reasonably practical after such notification cease to use the Services in such manner and/or shall procure the same of Users (as applicable).

6. Equipment

6.1. The Equipment will at all times remain the property of PCGuys or, if provided by a Service Provider, that Service Provider unless otherwise agreed in writing.

6.2. The Customer will:

6.2.1. ensure that the Equipment is used only for the purposes of the Services.

6.2.2. not connect any additional equipment to the Equipment unless expressly authorised in writing by PCGuys.

6.2.3. not tamper with or remove any label on any Equipment.

6.2.4. not (and procure that the Users do not) open, disconnect, repair, maintain, modify, or remove the Equipment; and

6.2.5. permit PCGuys and/or any Service Provider to modify, change, add or replace the Equipment or any part of the Equipment;

6.3. The Customer is responsible for indemnifying PCGuys, subject to clause 13, for all costs, expenses, and liabilities incurred by PCGuys due to any loss of or damage to the Equipment caused by the Customer, except where such damage or loss results from the Customer's compliance with PCGuys' instructions.

6.4. The Customer will not permit any lien, charge or other like restriction to be placed on the Equipment.

6.5. PCGuys reserves the right to take possession of the Equipment from the Customer's or a User's premises or take other reasonable steps to protect its or the Service Provider's ownership rights. The Customer agrees to provide PCGuys with necessary access to exercise these rights.

6.6. PCGuys reserves the right to request the return of any equipment sent to the customer in the event of replacement, which may occur due to reasons such as upgrades, configuration changes, or any other operational requirements necessitating equipment change. It is the customer's responsibility to cooperate with PCGuys as per PCGuys' instructions to facilitate the return process.

6.7. In certain circumstances, PCGuys may instruct the customer to dispose of provided equipment. In such cases, the customer retains full discretion over the disposal method, whether it involves disposal or retention. At this juncture, PCGuys relinquishes any claim or rights to the equipment, including (but not limited to) routers in the case of leased lines.

6.8. Upon the expiry or earlier termination of any Services Agreement, the Customer shall promptly provide PCGuys and Service Providers with access to the Equipment and render all necessary assistance for its removal, as per the terms outlined in this agreement.

6.9. All equipment provided by PCGuys shall remain the property of PCGuys for a period of eighteen (18) months following the termination of the service. This period commences upon the termination of the service, not solely contingent upon the expiry of the contract. The Customer acknowledges and agrees that all such equipment, including but not limited to routers and associated hardware, shall remain accessible to PCGuys during this post-service period. Should PCGuys require the return of any equipment following the termination of service, the Customer agrees to package and facilitate the return of our equipment as per PCGuys' instructions.

6.10. Should the Customer fail to adhere to the obligations set forth in subsection 6.9 concerning the return of equipment upon the contract's expiration, the Customer shall be accountable to PCGuys for any costs or losses sustained by PCGuys, as stipulated in subsection 6.3. These expenses may comprise, among others, the replacement value of the equipment and any associated expenses incurred by PCGuys in obtaining replacement equipment. The Customer hereby undertakes to indemnify PCGuys for all such costs or losses.

7. Charges

7.1. The Customer shall pay to PCGuys the Charges for the Services provided to the Customer. Such Charges shall be invoiced in advance for rentals and arrears for usage charges the manner set out in this Agreement.

7.2. All Charges payable by the Customer shall be payable to PCGuys in British Pounds Sterling within a maximum thirty (30) days of the date of the PCGuys invoice.

7.3. PCGuys reserves the right to impose a minimum charge of £25 in the event of late payment beyond agreed credit terms, or in case of payment failure, including instances of Direct Debit failure or unsuccessful collection attempts.

7.4. The Charges are exclusive of all applicable taxes, including VAT, sales taxes and duties of levies imposed by any authority, government department, all of which, if any, shall be assumed and paid promptly when due by the Customer.

7.5. In the event that the Customer fails to fulfil any payment obligations owed to PCGuys under the Agreement and/or any Services Agreement by the stipulated deadline (excluding instances arising from a bona fide dispute in accordance with clause 7.5), PCGuys retains the right to pursue all available rights and remedies:

7.5.1. PCGuys has the authority, with at least one day's prior written notice to the Customer, to suspend the provision of the Service(s) associated with any unpaid or partially paid invoice(s). During this suspension period, PCGuys is not obliged to deliver any or all of these Services until the outstanding invoice(s) are settled. It is important to note that despite the suspension, PCGuys may still incur expenses and charges from Service Providers (including, but not limited to, rental charges), which will remain the financial responsibility of the Customer to settle; and

7.5.2. PCGuys may, at its discretion terminate any service rendered to the customer by PCGuys in its entirety subsequent to a failure in meeting payment obligations, except in cases stemming from a legitimate dispute that is under resolution at the time.

7.5.3. PCGuys reserves the right to levy interest on any overdue amount owed by the Customer. Interest shall be calculated at a rate of eight percent (8%) per annum above the Bank of England base rate. Such interest shall accrue daily from the due date until the actual payment of the overdue amount, regardless of whether payment occurs before or after judgment. Upon demand by PCGuys, the Customer shall promptly settle the accrued interest. However, this provision shall not apply to payments contested by the Customer in good faith.

7.5.4. If payment remains outstanding for a period of thirty (30) days beyond the due date, PCGuys reserves the right to initiate legal proceedings against the customer.

7.5.5. PCGuys may issue a Letter Before Claim to the customer, outlining the outstanding amount and requesting payment within a specified timeframe. However, it's important to note that PCGuys is not obligated to issue this letter before initiating legal proceedings. This letter may be sent in the form of a physical letter or an email. Failure to comply with the payment request may result in PCGuys pursuing court action, which can commence at any point after thirty (30) days from the due date.

7.5.6. Failure by the Customer to respond to the Letter Before Claim or to settle the outstanding amount may result in PCGuys issuing a Small, Fast Track, or a Multi-Track County Court Claim against the Customer. A County Court Judgment (CCJ) may be entered if the customer neglects to defend the claim or settle the debt within a period of fourteen (14) days (If no response is received, or if the customer does not request an additional 14-day extension, the period for settling the debt or responding to the claim remains fixed at 14 days, instead of potentially extending to 28 days if an extension is requested within the first 14 days of PCGuys' claim). This could have adverse effects on the customer's credit rating and may lead to enforcement action by PCGuys to recover the debt.

7.5.7. The customer shall be liable for all costs and expenses incurred by PCGuys in relation to the recovery of outstanding payments, including but not limited to legal fees, court costs, and enforcement expenses. These costs and expenses shall be added to the outstanding amount owed by the customer and shall be payable in addition to the principal amount.

7.5.8. The failure of PCGuys to enforce any provision of this section shall not constitute a waiver of its right to enforce such provision or any other provision of the contract. If any provision of this section is found to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired.

7.5.9. This section shall be governed by and construed in accordance with the laws of England and Wales without regard to its conflict of law principles. Any disputes arising out of or in connection with this section shall be subject to the exclusive jurisdiction of the courts of England and Wales.

7.5.10. This section constitutes the entire agreement between PCGuys and the customer regarding payment terms and legal remedies and supersedes all prior agreements and understandings, whether written or oral, relating to the subject matter herein.

7.5.11. By signing this contract, whether through physical or electronic means, the customer acknowledges that they have read, understood, and agreed to comply with the terms and conditions outlined in this section regarding payment obligations and legal remedies. Such acknowledgment may be manifested through actions such as ticking a box, clicking an 'I agree' button, or any other method prescribed by the parties to signify acceptance of the terms. The validity of the signature is not contingent upon a physical mark but rather on the clear act demonstrating the party's intention to be bound by the contractual terms, consistent with applicable legal standards and requirements for electronic signatures.

7.6. In the event that the Customer acting reasonably and in good faith disputes an invoice or any part thereof raised by PCGuys then provided that it notifies PCGuys in writing of the same as soon as is reasonably practicable and pays such part of any invoice which is not the subject of the bona fide dispute in accordance with clause 7.1, then the provisions of 7.5.1 and 7.5.2 shall not apply to such disputed payment, unless and until it is subsequently determined that either the whole or part of the payment which is the subject of the bona fide dispute should have been payable to PCGuys by the original due date.

7.7. For the avoidance of doubt, all Charges due to PCGuys under the Agreement shall be paid in full by the Customer by the due date for payment notwithstanding that the Customer may not have received payment from its User(s) and any dispute between the Customer and its Users regarding billing, the provision of services or otherwise shall be the sole responsibility of the Customer. You may not terminate this MSA, or any Service, based on a fee/charge dispute.

7.8. Any fraud or other improper use of the Services committed by the Customer, or its User(s) shall not relieve the Customer of its payment obligations to PCGuys under the Agreement.

7.9. PCGuys will consider billing queries from the Customer only if such queries are made in writing within thirty (30) days of the date of the applicable PCGuys invoice in respect of charges in connection with the use of the Services. In the absence of any such query being made within such period, the Customer shall be deemed to have accepted the accuracy of the invoice.

7.10. PCGuys reserves the right to vary the Charges from time to time by giving the Customer not less than thirty (30) days' written notice of such variation.

7.11. All Charges are subject to VAT at the applicable rate.

Contact Information

PCGuys Telecom
2 Sellers Close
Borehamwood
Herts
WD6 5RD
United Kingdom

Phone: +44 203 286 3030
Email: legal@pcguystelecom.com

Need Help?

If you have any questions about these terms, please contact our legal team:

legal@pcguystelecom.com
+44 203 286 3030