PCGuys Telecom - One Touch Switching (OTS) Agreement for Resellers

Last Updated: 20th August 2025

Index

1. Definitions and Interpretation
2. Introduction
3. Services
4. What You Must Do
5. Data Handling & Privacy
6. Compliance & Legal Obligations
7. Liability
8. Miscellaneous
9. TOTSCo's Liability
10. When Can TOTSCo Suspend Access to The Hub
11. Third-Party Rights

1. Definitions and Interpretation

1.1. In this Agreement, in addition to our Master Service Agreement, the following expressions shall have the following meanings unless the context otherwise requires:

"MAP Services" - The Managed Access Provider services provided by PCGuys, enabling Resellers to interact with TOTSCo on behalf of their customers;

"TOTSCo" - The One Touch Switching Company, responsible for facilitating the switching of customer services between different providers;

"The Hub" - A centralised platform or system designed to streamline and simplify the process of switching services between different providers.

"End-User" - The ultimate customer of the Reseller who is subject to the One Touch Switching process;

"RCPID" - Retail Communications Provider Identifier allocated to PCGuys by TOTSCo, issued for each registered brand and used for service switching processes.

"Data" - Any information, including personal data, that is processed by PCGuys on behalf of the Reseller or their End-Users;

"Operational Readiness" - The state in which the reseller has completed all necessary setup and integration required to use the OTS services effectively.

2. Introduction

This One Touch Switching Agreement ("Agreement") is made between PCGuys ("PCGuys"), a company registered in England and Wales, and you, the Reseller Communications Provider ("Reseller") ("CP"), to govern the use of PCGuys' Managed Access Provider (MAP) services for interacting with the One Touch Switching Company ("TOTSCo") on behalf of the Reseller's End-Users.

3. Services

3.1. PCGuys will provide MAP services to facilitate the Reseller's interactions with TOTSCo, including the management of service transfers and handling of related data. PCGuys will ensure that data processing complies with applicable regulations, including those set out by TOTSCo.

3.2. The Reseller agrees to use the MAP services solely for the purpose of facilitating service transfers with TOTSCo. The Reseller must ensure that all necessary consents from End-Users for data processing are obtained and that data provided to PCGuys is accurate and lawful.

3.3. TOTSCo issues the Retail Communications Provider Identifier (RCPID) to PCGuys following an application made by PCGuys on behalf of the Reseller. An RCPID is issued for each brand registered by the Reseller. The Reseller acknowledges that the RCPID is allocated by TOTSCo, and PCGuys reserves the right to manage its use in accordance with TOTSCo's policies. PCGuys will pass on TOTSCo's fees associated with the RCPID at cost.

3.4. The Reseller must provide PCGuys with all necessary business information and complete any required technical setup and testing to ensure compatibility with the OTS services. This includes meeting technical criteria as specified by PCGuys and TOTSCo and maintaining such compatibility throughout the term of this Agreement.

3.5. Resellers must achieve operational readiness within three months of signing this agreement, including completing all necessary testing and ensuring all systems are fully integrated with the OTS services. Failure to achieve or maintain operational readiness may result in suspension or termination of access to the services.

3.6. PCGuys' charges are applicable to the services that are provided under the scope of OTS. Currently, PCGuys charges fees only for services that sit with third parties but come under the scope of OTS. PCGuys will pass on TOTSCo's fees at cost to the Reseller, ensuring transparency in billing.

3.7. The Reseller agrees to comply with all TOTSCo processes and any updates to these processes as notified by PCGuys. The Reseller must ensure that its systems, procedures, and practices align with the standards and expectations set forth by TOTSCo.

3.8. The Reseller acknowledges that PCGuys, in its role as a MAP, may require access to specific data related to service switches. The Reseller agrees to provide this data promptly and accurately to facilitate seamless operation of the OTS services. PCGuys reserves the right to audit the Reseller's data handling practices to ensure compliance.

3.9. You, the Reseller, must agree to comply with all TOTSCo obligations as set out in their User Agreement. Namely:

3.9.1. You must provide all required information, including business details and contact personal data, and complete technical setup and testing as specified by TOTSCo;

3.9.2. You must meet TOTSCO's reasonable and proportionate objective Criteria (including that each of you and/or your affiliates requesting a RCPID are a communications provider required to comply with the Switching General Condition).

3.9.3. TOTSCo will allocate you an RCPID for each of your brands.

3.9.4. You acknowledge that you do not own the allocated RCPID, ensure accurate information, and grant the necessary consents to TOTSCo, TOTSCo may withdraw, replace or reallocate the RCPID with at least 90 days' notice;

3.9.5. TOTSCo allocate RCPID(s) to you so that you can send and receive switching messages in accordance with the Industry Process. PCGuys and TOTSCo have no responsibility to you if you use RCPID(s) for any other purpose.

3.9.6. You will ensure that the information you provide to PCGuys and TOTSCo about you, your affiliates and your and their retail brands are accurate and up to date.

3.9.7. You must comply with TOTSCo's Acceptable and Fair Use Policy and other applicable laws;

3.9.8. You must act as a data controller, protect personal data, and ensure third-party compliance with data protection;

3.9.9. You must permit TOTSCo to collect and report switching metadata;

3.9.10. You must acknowledge the limitations of liability and exclusions as set by TOTSCo;

3.9.11. You must acknowledge that PCGuys or TOTSCo may suspend access to the hub for breaches or risks of consumer harm.

4. What You Must Do

As part of this agreement, you must:

4.1. Comply with the TOTSCO Acceptable Use Policy;

4.2. Ensure that you, your use of the hub and TOTSCO's services comply with Applicable Law;

4.3. Provide PCGuys with accurate and truthful information requested to bill you;

4.4. Notify PCGuys and TOTSCo if you and/or your affiliates stop being a communications provider required to comply with the switching general condition.

5. Data Handling & Privacy

5.1. TOTSCo, PCGuys and you will each keep the Confidential Information of the others secret and hold in confidence using no less than a reasonable degree of care to prevent unauthorised disclosure.

5.2. You may share and/or use TOTSCo's Confidential Information: i) in confidence, with your customers, affiliates, intermediaries, and your customers and affiliates' employees, directors, officers and professional advisors, provided that you remain responsible for their compliance with these confidentiality obligations; and ii) as otherwise required by Applicable Law or listed company rules.

5.3. TOTSCo may share and/or use your Confidential Information: i) as required to provide you with access to the hub and its Services and to perform our obligations under this agreement; ii) with Ofcom in accordance with the Analytics, Reporting and Metadata Access Control Schedule; iii) to contact your customers if: (1) you become insolvent and/or otherwise unable to provide services to your CP customers; and/or (2) we need to directly enforce our contractual rights with those CPs; and/or iv) with the technology vendor and our other sub-contractors, subject to us ensuring that our technology vendor and our other sub-contractors will keep your Confidential Information confidential and secure on terms no less onerous than the terms of these confidentiality obligations; v) in confidence, with PCGuys and TOTSCo's employees, Independent Directors, officers and professional advisors, provided that we remain responsible for their compliance with these confidentiality obligations; and vi) as otherwise required by Applicable Law.

5.4. In accordance with TOTSCo's Analytics, Reporting and Metadata Access Control Schedule, TOTSCo will: i) collect, analyse and report switching metadata about your and other CPs' use of the hub; and ii) control and restrict access to switching metadata.

5.5. PCGuys will collect, store, and process data provided by the Reseller and their End-Users solely for the purpose of facilitating the One Touch Switching process. Data will be processed in accordance with the GDPR and other applicable laws.

5.6. PCGuys may share data with TOTSCo as necessary to fulfil its obligations under this Agreement. The Reseller acknowledges that PCGuys is not responsible for the handling of data by TOTSCo once it has been transferred.

5.7. PCGuys will retain data only for as long as necessary to fulfil the obligations under these terms or as required by law. Upon termination of the services, PCGuys will ensure that all data is securely deleted, except where retention is required by law.

5.8. The Reseller is the data controller for their customers' data, and PCGuys acts as a data processor when handling this data under the OTS services. PCGuys will collect and analyse switching metadata, in accordance with the Analytics, Reporting, and Metadata Access Control Schedule, for service improvement and reporting purposes.

5.9. PCGuys may monitor traffic and collect statistical data related to the use of the OTS services. This data will be used for operational purposes and service improvement. PCGuys will not monitor the personal data of End-Users without explicit consent, and all monitoring will be conducted in compliance with applicable data protection laws.

5.10. The Reseller agrees to implement and maintain industry-standard encryption methods for data in transit and at rest when using PCGuys' MAP services. The Reseller must ensure that all sensitive data, including personal information of End-Users, is adequately protected against unauthorised access or breaches.

5.11. In the event of any security incident or data breach involving One Touch Switching, the Reseller must notify PCGuys within 24 hours of becoming aware of the incident. The Reseller must cooperate fully with PCGuys and TOTSCo in investigating and mitigating the effects of such incidents.

5.12. The Reseller agrees to comply with all data protection and privacy laws, including the UK GDPR and the Data Protection Act 2018, as well as any requirements specified by TOTSCo. This includes acting as a data controller, protecting personal data, ensuring third-party compliance, and notifying PCGuys without delay in the event of a data breach or security incident.

6. Compliance & Legal Obligations

6.1. Both PCGuys and the Reseller agrees to comply with all applicable laws, regulations, and requirements set by TOTSCo, Ofcom, the Office of the Telecommunications Adjudicator (OTA), and any other relevant regulatory bodies, including adhering to TOTSCo's Industry Process for switching services.

6.2. The Reseller agrees to indemnify and hold harmless PCGuys from any claims, damages, or losses arising from the Reseller's breach of this Agreement or failure to comply with applicable laws.

6.3. PCGuys reserves the right to modify this Agreement and related processes. Resellers will be notified of any significant changes at least 30 days in advance. The Reseller may terminate the Agreement with written notice if they object to the changes.

6.4. The Reseller must meet certain minimum requirements to maintain access to PCGuys' OTS services. This includes being a recognised legal entity, complying with relevant Ofcom regulations, and ensuring that you are operationally ready to use the OTS services within three months from the start of this agreement.

6.5. The Reseller must ensure that all their agreements with End-Users include provisions that enable PCGuys to fulfil its obligations under the TOTSCo agreement. This includes but is not limited to data processing, compliance with switching processes, and meeting the necessary technical and security standards.

6.6. PCGuys reserves the right to conduct periodic audits of the Reseller's compliance with this Agreement, including adherence to TOTSCo's processes, data protection requirements, and operational readiness. The Reseller agrees to cooperate fully with such audits and rectify any identified non-compliance issues within a reasonable timeframe.

6.7. The Reseller must ensure that any third-party service providers or intermediaries they engage in the OTS process adhere to the terms of this Agreement. The Reseller remains liable for the acts or omissions of such third parties.

7. Liability

7.1. PCGuys' liability under this Agreement is limited to direct damages and does not extend to indirect, incidental, or consequential damages.

7.2. PCGuys will provide OTS services in accordance with agreed service levels. The Reseller must follow PCGuys' procedures for reporting faults and accessing support to ensure issues are addressed promptly.

7.3. PCGuys will maintain a disaster recovery and resilience plan, as well as stringent security measures, to protect the integrity of the OTS services and ensure continuity in the event of a major incident.

7.4. PCGuys reserves the right to suspend or terminate the Reseller's access to the OTS services in the event of non-compliance with this Agreement, failure to meet operational readiness requirements, or any action that could harm the integrity of the OTS services. Notice will be provided where possible, and the Reseller will be given an opportunity to remedy the issue before termination.

7.5. The Reseller agrees to indemnify and hold PCGuys harmless against any claims, losses, or damages arising out of the Reseller's provision of services to End-Users, including but not limited to claims related to data breaches, service failures, or breaches of the terms of this Agreement.

7.6. PCGuys reserves the right to terminate this Agreement immediately if the Reseller breaches any obligations that result in a breach of PCGuys' obligations under its agreement with TOTSCo. The Reseller will be liable for any costs or damages incurred by PCGuys as a result of such breaches.

8. Miscellaneous

8.1. This Agreement shall be governed by and construed in accordance with the laws of England and Wales.

8.2. This Agreement constitutes the entire understanding between the parties and supersedes all prior agreements, communications, or understandings, whether written or oral.

8.3. Any amendments to this Agreement must be made in writing and signed by both parties.

8.4. PCGuys will issue invoices for the OTS services in accordance with the agreed pricing structure. The Reseller must pay invoices on time to avoid suspension of services.

8.5. PCGuys and TOTSCo may suspend the Reseller's access to the OTS services for non-compliance, payment defaults, or violations of the Acceptable and Fair Use Policy. Notice will be provided where possible, and services will be restored once the issue is resolved.

8.6. Any disputes arising from this Agreement will be resolved through a structured process, including informal discussions, mediation, and arbitration under the rules of the London Court of International Arbitration (LCIA). If informal discussions, mediation, and arbitration is unsuccessful, either party may refer the dispute to be resolved through the courts of England and Wales.

8.7. Resellers will have access to technical support and documentation provided by PCGuys to assist with the integration and use of the OTS services. This includes user guides, API documentation, and access to a help portal for raising support tickets.

8.8. The Reseller must maintain appropriate insurance coverage for liabilities arising under this Agreement, including those related to data breaches, service failures, and any claims that may be brought against PCGuys due to the Reseller's actions or omissions.

8.9. In the event of a dispute related to the OTS services that involves TOTSCo, the Reseller agrees to engage in any dispute resolution processes required by TOTSCo or PCGuys. This includes, but is not limited to, mediation, arbitration, or other legal proceedings as outlined in clause 7.6.

8.10. The Reseller agrees to indemnify and hold harmless PCGuys and TOTSCo from any claims, damages, or losses arising from any breach of this Agreement, including failure to comply with TOTSCo's, Ofcom's, OTA's, or other regulatory requirements.

9. TOTSCo's Liability

9.1. TOTSCo and Reseller have no contractual privity and TOTSCo has no liability to Reseller under this agreement. Without prejudice or limitation.

9.2. TOTSCo make no promises nor commits to Reseller to do anything.

9.3. TOTSCo is excused from the performance of its obligations to the extent that, and for the time that, TOTSCo cannot perform them because of force majeure.

9.4. TOTSCo will not be responsible to Reseller for the economic and/or indirect consequences (such as loss of customers, revenue, profit, data and/or reputation) if does something wrong, even if TOTSCo is negligent.

10. When Can TOTSCo Suspend Access to The Hub

10.1. Subject to paragraphs 10.3 and 10.4, TOTSCo will only suspend your access to the Production hub after exhausting other remedies available to it.

10.2. If TOTSCo suspends your access to the Production hub, TOTSCo and PCGuys will: i) where possible, provide you with advance written notice; ii) limit the suspension to the extent and duration required to address the particular issue(s) entitling us to suspend your access; and iii) seek to restore your access as soon as the reason for imposing your suspension has ended.

10.3. If TOTSCo are entitled to end its agreement with your RCPID managed by PCGuys in accordance with paragraph 14 e) of their User Agreement, TOTSCo may instead suspend your access to the Production hub (either as a Gaining Provider, or entirely).

10.4. TOTSCo may suspend your access to the Production hub if: i) you, or your actions, breach TOTSCO's Acceptable and Fair Use Policy, adversely impact the functioning of the hub and/or the Services received by other CPs and/or may give rise to a substantial risk of consumer harm; and/or ii) TOTSCo are told to by Ofcom, ICO or other government regulator or agency with legal authority.

10.5. TOTSCo may suspend or terminate your access to the Testing hub at its reasonable discretion.

11. Third-Party Rights

Except as expressly provided in this Agreement, a person who is not a party to this Agreement shall have no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement. However, TOTSCo shall have the right to enforce the terms of this Agreement that relate to compliance with its requirements, including data protection, switching processes, or other necessary provisions.

Contact Information

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

UAE Office
PCGuys Telecom
SOFU-UK-24884 Stephen Driver
Al Habtoor Warehouse # 27, Industrial Area 3
Opp. Al Khayam Bakery Al Qusais
Dubai
Dubai
DU
United Arab Emirates

EU Office
PCGuys Telecom
Cornovova 30
Brno
61800
Czech Republic

Phone: +44 203 286 3030
Email: support@pcguystelecom.com
OTS Support: ots@pcguystelecom.com