Unless otherwise agreed in writing by SCB Global Ltd (“SCB GLOBAL”) these Terms & Conditions apply to all SCB GLOBAL Services to business customers and contain certain exclusive limitations and indemnities in SCB GLOBAL’s favour. By activating an SCB GLOBAL Service you: (a) acknowledge that you have read and understood, and that you agree, to the terms and conditions of this Agreement; and (b) represent that you have the right and authority on behalf of the Company stated in any Order Form to enter into this Agreement, any Order Forms and become bound by their terms.   Definitions and Interpretation

• In the Agreement, unless the context otherwise requires:

You means the customer with whom SCB GLOBAL makes the Agreement as set out in the Order Form, or where appropriate, any person representing You if it appears to SCB GLOBAL that such person acts with Your authority or permission. ‘Your’ shall be defined accordingly.

Agreement means in relation to a particular Service, these Terms & Conditions and the relevant Order Form;

Assessment means any assessment or other investigations carried out by or on behalf of SCB GLOBAL that SCB GLOBAL in its reasonable discretion deems necessary prior to the installation of Equipment, Purchased Equipment and/or the provision of the Service;

Charges means SCB GLOBAL’s charges from time to time as set out in Clause 4, Clause 7.3 and its Price List;

Customer Services means SCB GLOBAL Customer Services, contact details of which are; 110 North Wacker Drive, Suite 2500, Chicago, IL 60606 and email address info@scb-global.com.

Data includes information, documents, text, software, music, sound, photography, messages, and other material of any kind in any form;

Equipment means Purchased Equipment or Leased Equipment that is bought on an instalment basis, as the context requires. In the latter circumstances, risk will pass to you but the title and ownership of the Equipment will remain with SCB GLOBAL until the instalments are complete and you have paid in full the purchase price of the Equipment. 

Extended Working Hours means 24 hours per day Monday to Sunday excluding public holidays in the United States of America

Group means the corporate group comprising SCB GLOBAL and each of its holding companies or subsidiaries from time to time and any subsidiary of any such holding company, incorporated both in domestic and foreign territories;

SCB GLOBAL means SCB Global Ltd whose registered address: 110 North Wacker Drive, Suite 2500, Chicago, IL 60606

SCB GLOBAL System means the telecommunications system which SCB Global Ltd and its Group is run on;

SCB GLOBAL Website means www.scb-global.com or such other address as is notified to you from time to time. For the purposes of the Agreement any website or webpage referred to or accessed via link from the SCB GLOBAL Website shall be deemed incorporated into the SCB GLOBAL Website;

Law means any law, statute or regulation, guideline or code of conduct (whether or not having the force of law) in any jurisdiction to which a Party is from time to time subject;

Password means a password, PIN number, account number, code, smart card or other security device issued to You by SCB GLOBAL;

Price List means the pricing information included in the Proposal;

Proposal means the document or quotation submitted to You by SCB GLOBAL that included pricing information relating to the Services referred to in this Agreement and whose unique reference number is included in the Standard Order Form;

Rent means an annual payment payable in respect of service bought or equipment leased over a defined period of time.

Service means the broadband telephony service for business customers set out on the relevant Order Form and/or the service(s) set out on the relevant Order Form and Quotation;

Service Level Agreement means the levels of support and response times to be provided by SCB GLOBAL to You during the term of this Agreement where this is documented in a separate agreement attached to this Agreement;

Service Start Date means the earlier of (i) the date the relevant Service is available for use by You; or (ii) the date You first use the Service;

Site means the site at which any Equipment and/or Purchased Equipment shall be located or to which the Service shall be provided;

Terms & Conditions means these Terms & Conditions as varied from time to time in accordance with the Agreement;

Usage Charge means SCB GLOBAL’s charges for use of the Service as set out in the Price List in the Proposal or as otherwise agreed in writing (and in either case whether referred to as “Usage Charge” or otherwise);

User Documentation means such brochures, pamphlets, codes of practice and other documents, materials or information, if any, in relation to the Service and/or any Software as SCB GLOBAL may publish from time to time either on paper or on the SCB GLOBAL Website;

• In this Agreement (except where the context otherwise requires):
  • The Clause headings are included for convenience only and shall not affect the interpretation of this Agreement;
  • Use of the singular includes the plural and vice versa;
  • Any reference to “persons” includes natural persons, firms, partnerships, companies, corporations, associations, organisations, governments, states, foundations and trusts (in each case whether or not having separate legal personality);
  • Any reference to a Party or to the Parties or their respective affiliates shall be deemed to include the party or parties hereto and their respective successors and permitted assigns and their respective employees, agents or sub-contractors;
  • References in these Terms & Conditions to a Clause or a Schedule are unless otherwise stated to the relevant Clause or Schedule in these Terms & Conditions.
• Where in the Agreement You agree not to do any act or thing You also agree not to allow (including without limitation, taking all reasonable preventative measures) any other person to do that act or thing.

2. Ordering Services
   • To order a Service or to buy or lease Equipment from SCB GLOBAL Limited You must complete and submit to SCB GLOBAL a Standard Order Form or confirm acceptance of a Standard Order Form sent to You. The Standard Order form is part of this contract.
   • Notwithstanding Clause 2.1 if at its discretion SCB GLOBAL accepts an order for a Service or Equipment placed other than via on its Standard Order Form (referred to as being placed on a “Customer Order Sheet”) or if SCB GLOBAL installs a Service or Equipment without having received from You and/or accepted either SCB GLOBAL’s Standard Order Form or a Customer Order Sheet, the Service or Equipment shall be provided in accordance with the terms of the Agreement.
3. Allocation and Use of Telephone Numbers
   • Any telephone numbers allocated to You by SCB GLOBAL (if any) are typically leased to You for you to use. You accept that You do not acquire any ownership rights whatsoever in such telephone numbers. You may port these numbers to any other service provider that have porting relationship with SCB GLOBAL.
   • You are not entitled to sell or agree to transfer to a third party any telephone number allocated to You by SCB GLOBAL.
   • SCB GLOBAL shall be entitled in order to comply with any competent authority to withdraw or change any telephone number or code or group of telephone numbers or codes allocated or provisionally allocated to You. Where a telephone number is already in operational use by You, SCB GLOBAL shall use all reasonable endeavours to give You reasonable prior notice.  SCB GLOBAL shall not be liable for any costs, inconvenience or other losses (including without limitation marketing and stationery costs) incurred by You as a result of any change or withdrawal as described in this Clause.
   • If at Your request a specific telephone number is allocated to You, You shall be responsible for all necessary investigations and inquiries as to the legitimacy or use of such numbers and SCB GLOBAL shall have no liability whatsoever with respect to the number chosen and its use by You.
   • If You are allocated a number which falls within a range of numbers classified by FCC (or any other competent authority) as being for the provision of a particular type of service, then You must ensure that any service provided to You on that number conforms at all times with the type allocated to that number range.
4. Charges, Rent, Payment and Interest
   • It is a condition of the Agreement that You pay the Service Charges or annual rent on Equipment in full without any set-off, deduction, withholding, restriction or condition whatsoever.
   • Service Charges or rent for the Service or Equipment are as referred to in the Price List in the Proposal or as otherwise agreed in writing (including without limitation the Order Form or Quotation). Notwithstanding the aforesaid Charges are subject to Assessment.  If following Assessment SCB GLOBAL incurs unusual additional costs in providing the Service, SCB GLOBAL shall be entitled on notification to You to increase the Charges or annual rent for the Service or Equipment by the amount of such costs.  If annual charges are increased during the term of this agreement, Customer shall have the right terminate the services. 
   • Payment terms and invoicing shall be as follows:
     • Line Rental and other Service Charges shall be invoiced yearly in advance from the Service Start Date;
     • Installation Charges shall be invoiced upon receipt of the Standard Order Form or Statement of Works and payable upon receipt, in order for Your project(s) to start. This includes all Non Recurring Charges (NRC). All third party licenses such as Microsoft licenses shall be paid annually beginning at start of the project and yearly thereafter.
     • Usage Charges (such as out of bundle call charges) shall be invoiced quarterly in arrears from the Service Start Date. Such Charges shall be calculated by reference to Your use of the Service as recorded by SCB GLOBAL and not by reference to Your records;
     • Purchased or Leased Equipment charges that are to be paid in annual instalments shall be invoiced in accordance with the term of the respective instalment agreement or as otherwise agreed in writing and no title for the equipment in question shall pass from SCB GLOBAL to you until the last payment has been made.
     • Purchased Equipment or Leased Equipment Charges that are to be paid in full shall be invoiced on or around delivery of the Purchased or Leased Equipment; and must be paid within 7 days of receipt of goods.
     • Any other Charges or professional services charges shall be invoiced as set out in the Standard Order Form, Statement of Works or Price List or as otherwise agreed in writing. The invoice payment for such services shall be due upon receipt.
     • Once a number porting date has been agreed with you, any subsequent number porting cancellation or changes by You shall incur a $2,300.00 change fee.
   • Other than as set out in Clause 4, SCB GLOBAL may increase or implement new Charges after the end of the Contract Term (as set out on the Standard Order Form) by giving You 30 days’ written notice. Within 7 days of such notification You may give notice to SCB GLOBAL to terminate the Agreement.  If You do not terminate in such period You are deemed to have accepted the increased/new Charges.  SCB GLOBAL may decrease Charges at any time without notice to You.
   • Other than where Charges are based solely on usage, Your liability for Charges starts from the effective date of the Agreement whether or not the Service or the Equipment is used. You are liable for the Charges or the rent on Equipment where the Service is used by third parties.
   • Charges shall be invoiced by or on behalf of SCB GLOBAL and shall be payable by You to SCB GLOBAL (or such person as SCB GLOBAL or the person invoicing on behalf of SCB GLOBAL shall specify) within the number of days specified on the Standard Order Form (in the Credit Terms box).
   • SCB GLOBAL shall be entitled to carry out credit checks on You. SCB GLOBAL accepts no liability for the accuracy or otherwise of information provided to it from credit reference agencies.  If at any time before or during the term of this Agreement You fail to meet the standard of creditworthiness deemed acceptable by SCB GLOBAL, acting reasonably, SCB GLOBAL shall be entitled:
     • To terminate the Agreement, in whole or in part immediately upon written notice to You;
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     • To impose credit limits on You in respect of Charges and to suspend Service at any time when such limits are reached until payment in full of such outstanding Charges has been made; and
     • To impose such other measures on Your right to use any of the Services as SCB GLOBAL shall deem appropriate.
   • If you do not use automated banking payment systems (such as ACH) when paying Your invoices, you will be charged at $100.00 per invoice surcharge. Check payments incur a $100.00 handling fee per check.
   • If payment is not made when within 14 days after a notice to You stating that an amount is due and remains outstanding then SCB GLOBAL may without prejudice to its other rights, charge interest on the amount at 2% above the base rate of Bank of America. This interest shall continue to accrue even if the Agreement is terminated.
   • You must report any billing error or invoice discrepancies within 30 days of receiving invoices. After 30 days from invoice date, no billing or invoice adjustments/credits shall me made.
   • All sums due to SCB GLOBAL under this Agreement (including the Standard Order Form or Statement of Works) are exclusive of federal taxes or any other applicable local taxes or surcharges, which shall be paid by You.
   • Where prior to entering into the Agreement or at any time during its term, You have indicated any anticipated usage/take up levels of the Service and such usage/take up levels are not met, SCB GLOBAL may, without prejudice to any other rights under the Agreement, apply appropriately revised Charges. Such revised Charges shall not be subject to Clauses 4.4, 15.1 or 15.2.
5. Service
   • SCB GLOBAL shall provide the Service subject to the terms of and in accordance with the Agreement.
   • Where SCB GLOBAL provides Installation or software then these shall be subject to their respective supplementary terms and conditions. 
   • You must promptly supply SCB GLOBAL with all information and materials reasonably required by SCB GLOBAL to supply the Service.
   • SCB GLOBAL shall use the reasonable skill and care of a competent telecommunications service provider in providing the Service or in the supply of telecommunication equipment. However You accept that:
     • it is impracticable to provide the Service or Equipment entirely free of faults, and that SCB GLOBAL may not be able to prevent interference of the Service with existing telecommunications services or the functioning of computers, software You have installed, or other electronic equipment, and that SCB GLOBAL does not undertake to do so.
     • SCB GLOBAL cannot guarantee that any Data generated, stored, transmitted or used via or in connection with the Service will be complete, accurate, secure, up to date, received or delivered correctly;
     • SCB GLOBAL does not provide a back-up of Your Data or guarantee the integrity of Your Data;
   • By purchasing or renting the Service or Equipment, You confirm that You understand that the Service:
     • may not offer all of the features you may expect from a ‘traditional’ fixed-line telephony service; Your attention is specifically drawn to the Service description provided to you within the Quotation;
     • may sometime be unavailable as a result of matters over which SCB GLOBAL has no control, such as failure of your internet connection or internet service provider, power disruptions, etc. The Service may also not be available due to suspension of the Service by SCB GLOBAL in accordance with the Agreement. You confirm that in such circumstances, parts or ALL of the functions of the Service may be unavailable, including access to emergency call services;
     • will connect you to public emergency services but may not provide your telephone number(s) and location details to the operator if you make a public emergency services call, unless you purchase the E911 service. It is Your responsibility to purchase the appropriate emergency services calling from SCB GLOBAL. 
     • not offer you the ability to transfer (port) your existing number to an alternative service if your service ends early (prior to number porting), dependent on the type of service deployed.
   • By purchasing the Service You also confirm that it shall be Your sole responsibility to make available to users of the Service alternative means of accessing emergency calls services in circumstances where these are unavailable through the Service, and to inform or otherwise make aware Your users of the Service purchased by You (whether they gain access to the Service with your permission or not) of the possible limitations of the Service set out above.
   • SCB GLOBAL shall use reasonable endeavours to meet such general service levels in relation to a particular Service as SCB GLOBAL publishes from time to time. Any failure to meet any such service levels shall be deemed a breach of this agreement.
6. Use of the Service
   • You undertake not to re-sell the Service or leased Equipment or any part thereof to any person unless otherwise agreed by SCB GLOBAL.
   • You undertake to use the Equipment and Service in accordance with such reasonable conditions and/or instructions as may be notified in writing to You by SCB GLOBAL from time to time and in accordance with the Law. SCB GLOBAL may from time to time vary the technical and/or operational procedures for use of the Service.
   • You must not use or allow anyone to use the Service or Equipment leased or sold to you:
     • to send or receive any unlawful communication which is offensive, abusive, indecent, obscene or menacing;
     • to unlawfully cause annoyance, inconvenience or needless anxiety to anyone;
     • to unlawfully violate or infringe the rights of any person;
     • in breach of the Agreement; or in breach of Law.
   • SCB GLOBAL may allocate You a Password to enable You to use the Service. You must keep such Password safe and confidential and notify SCB GLOBAL immediately if any third party becomes aware of it. SCB GLOBAL reserves the right to change the Password without notice.
   • You are responsible for the use of the Service or Equipment (whether authorised or not and whether by You or any other person), including without limitation all Charges incurred and any breaches of this Agreement.
7. Maintenance
   • SCB GLOBAL shall provide such preventative and corrective maintenance services during Extended Working Hours as You reasonably consider necessary for the proper functioning of the Service.
   • If You detect any defect or impairment in the operation or performance of the Service You must notify SCB GLOBAL of the nature of such defect or impairment. SCB GLOBAL will endeavour to respond as promptly as possible after such notification (but in any event within 6 working hours) and will make the necessary corrections in accordance with any agreed Service Level Agreement.
   • All Purchased Equipment is supported on a return to base warranty for the first twelve (12) months unless otherwise agreed in writing by both parties. SCB GLOBAL reserves the right to use refurbished Equipment for this purpose.
   • All leased equipment must be insured by You at your cost to the value of 36 times the monthly equipment rental charges. Any lost, stolen or damaged equipment shall be replaced within 7 working days by the lessee at the full equipment value by purchasing directly from SCB GLOBAL Limited.
   • If you lease equipment You as the Lessee, at your own cost and expense, must keep the Equipment in a good safe location, away from damp or high-temperature environments. The equipment is provided with normal wear and tear return to base warranty, to the exclusion of accidental and other neglectful damages. All repair and warranty on site shall be chargeable at the prevailing rate.
   • SCB GLOBAL will be entitled to charge and You will pay a service fee at SCB GLOBAL’s then current charging rates in the event that the need for any maintenance results from any one or more of the following:
     • misuse or neglect of or accidental or wilful damage to the Equipment and/or Service by You; or
     • accidental or wilful disconnection of the Equipment and/or Service by You; or
     • Your failure to materially comply with any of the provisions of the Agreement; or
     • fault in, or other problem associated with, any telecommunications system not run by SCB GLOBAL or in Your own equipment; or
     • faults of a minor or intermittent nature which do not significantly affect the provision of the Service.

8. Limitations of Liability
   • Each Party accepts unlimited liability for fraudulent misrepresentation, death or personal injury resulting from its own negligence or that of its employees, agents or contractors while acting in the course of their employment by such Party. However, nothing in this Clause gives a Party any right or remedy which it would not otherwise have.
   • Except as expressly stated in the Agreement all warranties, conditions, undertakings or terms, express or implied in respect of the Service, Software and Equipment are excluded to the fullest extent permitted by Law.
   • Nothing in the Agreement shall exclude or restrict a Party’s liability for matters which cannot by Law be excluded or restricted.
   • [Left intentionally blank].
   • Subject to Clauses 8.6 and 8.7 below SCB GLOBAL accepts liability only for direct physical damage to Your property and the Site where such damage arises solely and directly from the acts or omissions (negligent or otherwise) of SCB GLOBAL’s employees, agents or contractors while acting in the course of their employment.
   • Each Party’s liability (including without limitation liability for negligence) under the Agreement (other than for payment of Charges) shall be limited to an amount not exceeding $20,000 in respect of any one event. Each Party’s total liability for all claims under the Agreement (other than for payment of Charges) shall be limited to the greater of either (i) $50,000; or (ii) the value of recurring Charges (if any and excluding any usage based Charges) over the Minimum Period.
   • Notwithstanding the above neither Party shall have any liability in contract, tort or otherwise (including liability for negligence), for loss or damage, whether direct or indirect, of production, data, operation time, goodwill, for any loss of anticipated savings, for wasted expenditure or for any indirect or consequential loss whatsoever.
9. If you lease the Equipment, You hereby assumes and shall bear the entire risk of loss and damage to the Equipment from any and every cause whatsoever other than normal user and normal wear and tear. No loss or damage to the Equipment or any part thereof shall impair your obligations under this agreement, which shall continue in full force and effect throughout the term of the contract.

• SCB GLOBAL shall not be liable for any loss of data resulting from the use of the Service including without limitation any delays, non-delivery or missed deliveries directly or indirectly caused by SCB GLOBAL. Where a third party is required to participate in number porting or transfer of services, SCB GLOBAL cannot be held responsible for the failure or delay of the third party.

• Without undertaking any obligations to give any such advice and/or recommendations, SCB GLOBAL shall not be liable for any loss or damage suffered by You as a result of placing reliance on SCB GLOBAL’s advice and/or recommendations regarding the use of a third party’s products or services.

• Clauses 8.1 to 8.9 set out each Party’s entire liability (including any liability for the acts and omissions of its employees, agents or contractors) to the other Party in tort, contract or otherwise arising in connection with the performance, contemplated performance or non-performance of the Agreement. You acknowledge that the exclusions and limitations of SCB GLOBAL’s liability in the Agreement are reasonable taking into account (amongst other matters) the likelihood that any damages awarded to You for breach of the Agreement by SCB GLOBAL may be disproportionately greater than the Charges.

Suspension and other SCB GLOBAL Powers

10. • SCB GLOBAL may:
      • temporarily suspend the Service or any part thereof to vary the technical specification of the Service where requested by You or for repair, maintenance or improvement or to protect life, limb or property provided the Service is reinstated as soon as possible;
      • give reasonable instructions to You about the use of the Service or any maintenance schedules;
      • do whatever is required of it to comply with instructions issued by the Government, an emergency service or other competent authority; and
      • suspend the Service in any circumstance in which it is entitled to terminate the Agreement due to non-payment or outstanding invoices over 21 days past credit terms;
      • Except in an emergency when no such notice is required, SCB GLOBAL shall give You as much written notice as reasonably practicable if the Service is to be suspended. but You shall have no claim against SCB GLOBAL for any suspension of the Service pursuant to Clause 6.1. Any exercise by SCB GLOBAL of its right to suspend the Agreement shall not exclude SCB GLOBAL’s right subsequently to terminate the Agreement.
    • If the Service is suspended pursuant to Your default You must continue to pay Charges or rent during such suspension and shall reimburse SCB GLOBAL’s costs and expenses reasonably incurred by the implementation (and reconnection) of such suspension together with all outstanding amounts due under the Agreement. Where SCB GLOBAL agrees (at its discretion) to recommence the Service You must pay SCB GLOBAL’s reasonable charges in relation to such re-commencement and at SCB GLOBAL’s discretion (current reconnection charge $500.00 is correct as of 1^st April 2022). You maybe required to pay a reasonable deposit against future payments if You have been disconnected due to persistent non-payment. Non Automated payments are charged at $100 per invoice surcharge.
11. Duration and Termination
    • In relation to a particular Service the Agreement shall come into effect on the earliest of the dates You sign the Order Form or You start using the Service or the date the Service is available to You.
    • The Agreement shall continue in force unless either Party terminates the Agreement by giving the other Party 90 days written notice, with such notice expiring on or after the end of the Minimum Period. This Agreement or subsequent associated orders shall automatically renew every year for 12 months at a time on the anniversary of this Agreement. 
    • Notwithstanding Clause 11.2, You may terminate the Agreement in accordance with Clauses 4.4.
    • Notwithstanding Clause 11.2, SCB GLOBAL may terminate the Agreement on written notice if:
      • Any Assessment or work to be by done by You is not in SCB GLOBAL’s discretion satisfactorily completed;
      • Any licence, permission or other approval You or SCB GLOBAL require from time to time to connect to SCB GLOBAL’s System or provide the Services expires, is revoked or otherwise ceases to be valid and is not immediately replaced by a further licence, permission or approval conferring on You or SCB GLOBAL the appropriate rights;
      • You are the subject of bankruptcy or insolvency proceedings in the United States of America or elsewhere, a receiver or administrator (or equivalent) is appointed over any of Your assets or You enter into any formal or informal composition or arrangement (or equivalent) with Your creditors or You or SCB GLOBAL reasonably believes that such events are reasonably likely to occur. For the purposes of this Clause 11.4.4 “You” shall include Your direct and/or indirect parent company and “Your” shall be interpreted accordingly;
      • You make a material misstatement in the details You have supplied to SCB GLOBAL to enable SCB GLOBAL to provide the Service;
      • You materially breach (including without limitation failure to pay any undisputed Charges promptly) the Agreement or any other agreement You have with SCB GLOBAL or a member of its Group and (where remedy is possible) fail to remedy such breach within 28 days of receiving a notice requiring such breach to be remedied;
      • SCB GLOBAL suspects on reasonable grounds that You may have committed or may be committing (i) a breach of any Law; and/or (ii) any fraud against SCB GLOBAL or any third party;
      • You fail to meet the standard of creditworthiness as set out in Clause 4.7; or
      • Any contract between SCB GLOBAL and a third party provider of telecommunication services is terminated where such termination affects the provision of the Service. SCB shall commit to provide a similar service from another provider to ensure service continuity.

11.4A       Notwithstanding Clause 11.2, You may terminate the Agreement on written notice if:

11.4.1A    Any licence, permission or other approval You or SCB GLOBAL require from time to time to connect to SCB GLOBAL’s System or provide the Services expires, is revoked or otherwise ceases to be valid and is not immediately replaced by a further licence, permission or approval conferring on You or SCB GLOBAL the appropriate rights;

11.4.2A    SCB GLOBAL is the subject of bankruptcy or insolvency proceedings in the United States of America or elsewhere, a receiver or administrator (or equivalent) is appointed over any of SCB GLOBAL’ assets or SCB GLOBAL enters into any formal or informal composition or arrangement (or equivalent) with its creditors or You or SCB GLOBAL reasonably believes that such events are reasonably likely to occur; or

11.4.3A    SCB GLOBAL materially breaches the Agreement or any other agreement SCB GLOBAL has with You and (where remedy is possible) fails to remedy such breach within 28 days of receiving a notice requiring such breach to be remedied.

• If SCB GLOBAL requests You to do so but You fail to return to Customer Services (or as otherwise notified to You by SCB GLOBAL) the Order Form duly signed or accepted by You within 14 days of the Service Start Date (or any other date notified to You by SCB GLOBAL) SCB GLOBAL shall be entitled (but not obliged) without notice to terminate the Agreement or, without prejudice to its right so to terminate, to downgrade the Service as it thinks fit.
• On termination of the Agreement any licence granted to You by SCB GLOBAL shall immediately cease. You must immediately stop using the Service and all amounts You owe SCB GLOBAL for use of the Service prior to termination shall be due and payable in full and You shall have no right to withhold or set off any such amounts.
• On termination of the Agreement by reason of Your default You shall be liable to pay SCB GLOBAL all Charges that would otherwise have been payable by You during the Minimum Period and this includes payments due by way of instalments for any equipment sold to you. SCB GLOBAL shall not be obliged to refund any Charges paid in advance. 
• On termination of the Agreement You must allow SCB GLOBAL to promptly remove the Equipment from where it is installed, if the Equipment(s) was being paid on an instalment basis and the last payment had not been made at the time the Agreement was terminated. If you delay permitting prompt removal of the Equipment following termination of the agreement, SCB GLOBAL shall, until such removal is affected, be entitled to continue to charge You its penalty fee.  You shall pay such Charges together with any additional costs and expenses caused to SCB GLOBAL by such delay.
• The right to terminate the Agreement shall not prejudice any other right or remedy of the Parties in respect of any rights, obligations, or liabilities accrued prior to termination.
• Upon the expiration or earlier termination of the lease/rental agreement in respect of Equipment, You must return the Equipment to SCB GLOBAL Limited in good repair, condition and working order, ordinary wear and tear resulting from proper use thereof alone excepted. Delivery of the Equipment shall be at Your cost and expense to such place as SCB GLOBAL shall specify. The return or equipment shall be done within 14 working days from the expiry of the term.
• Unless You terminate the services at the end of the Agreement with 90 days prior notice, Your services shall be renewed automatically for 12 months at a time every year on the anniversary of Service Start Date.

Option to Purchase and ownership (If hardware is provided on a lease basis)

• There is no option to purchase any equipment provided on a lease to You
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12. Early Termination
    • If you cancel or without cause, terminate the Agreement prior to expiry of the Minimum Period no refunds of any Charges or deposits paid in advance shall be made by SCB GLOBAL except where you do so in accordance with Clause 11.4A. Furthermore, SCB GLOBAL shall invoice You and You shall pay to SCB GLOBAL:
      • Any Charges due for the duration of the contract but unpaid at such date of cancellation or termination; and
      • SCB GLOBAL’s reasonable costs incurred in the removal and storage of the Leased Equipment; and
      • An amount equal to the Line Rental payable for the Minimum Period less the amount of Line Rental already paid by You except where you terminated the Agreement in accordance with Clause 11.4A; and
      • Any rent outstanding as well as rent due until the end of this agreement (or until the end of any renewal period) except where you terminated the Agreement in accordance with Clause 11.4A.
      • Any other cancellation or termination charges referred to in the Price List or as otherwise agreed by the Parties in writing except where you terminated the Agreement in accordance with Clause 11.4A.

13. Assignment
    • You must not assign or delegate or otherwise deal with all or any of Your rights or obligations under the Agreement without the prior written consent of SCB GLOBAL, which shall not be unreasonably be withheld.
    • SCB GLOBAL may assign or otherwise delegate all or any of its rights or obligations under the Agreement to any person or entity, unless you can demonstrate that such assignment or delegation is materially detrimental to You or Your business.
14. Force Majeure
    • Neither Party shall be liable for any breach of its obligations under the Agreement (other than in relation to payment of sums due) where it is hindered or prevented from carrying out its obligations by any cause outside its reasonable control, including, without limitations, acts of God, acts of Government or other competent regulatory authority, lightning, fire, flood, extremely severe weather, virus pandemic, Government lock-down, strike labour dispute, war, riot, civil commotion, malicious damage, failure of any telecommunications or computer system, compliance with any law or regulation and accident (or by any damage caused by any of such events).  Where such cause continues for more than 2 weeks either Party may without additional liability terminate the Agreement by giving not less than 30 days’ written notice to the other Party.
15. Variation
    • Subject to Clause 15.3 any variation to the Agreement shall be agreed by the Parties in writing.
    • SCB Global reserves the right to increase Your future charges if inflationary CPI data is more than 3%
    • If You request and SCB GLOBAL agrees to a change of Service (including without limitation adding, deleting or exchanging a Service) or a change of Site, You must complete such formalities as SCB GLOBAL shall require to give effect to such change and You must pay to SCB GLOBAL its then current charges for such change. SCB GLOBAL may require payment prior to effecting such change. To reflect such change SCB GLOBAL may without notice revise the Charges and the provisions of Clause 4.4 shall not apply to such revision.
    • Nothing written on the Order Form shall vary any provision of these General Terms & Conditions.
16. Notices
    • Unless otherwise stated in the Agreement:
    • Notices sent by You to SCB GLOBAL shall be sent:
      • by email, hand or post to the following address or as otherwise notified to You:

Attn: Director, SCB GLOBAL LTD

Address: 110 North Wacker Drive, Suite 2500, Chicago, IL 60606

By email (preferred method) to the following electronic mail address or as otherwise notified to You:

Email Address: info@scb-global.com

• Notices sent by SCB GLOBAL to You may be sent:
• by email, hand or by post to Your billing address specified on the Order Form or to Your registered office.
• Notice given by hand shall be deemed given the same day. Notice given by post shall be deemed to have been given 3 days after the date of posting. Any communication by electronic mail shall be deemed to have been made on the working day on which the notice is first stored in the other Party’s electronic mailbox.

17. Marketing and Data Protection
18.  
19. • SCB GLOBAL operates in accordance with the California CCPA and GDPR (the General Data Protection Regulation EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 as updated or amended from time to time. 
    • SCB GLOBAL may use any information supplied by You for its own administrative and customer service purposes or for any other purpose required by Law. Without limitation SCB GLOBAL shall be entitled to disclose information provided by You to any member of its Group, debt collection agency, credit reference agency, credit or fraud monitoring scheme, security agency or credit provider. To enable SCB GLOBAL to provide the Service SCB GLOBAL shall also be entitled to disclose such information to other telecommunications companies.
    • SCB GLOBAL shall be entitled to communicate information that describes the habits or usage patterns and/or demographics of the whole or a part of SCB GLOBAL’s customer base (including You) but which is anonymous and does not describe or reveal the identity of any particular customer to any third party.
    • SCB GLOBAL shall be entitled to make Your name, address and telephone number available to the emergency services.
    • Unless You notify Customer Services in writing at the address given below or as otherwise notified to You, SCB GLOBAL may use information provided by You for market research purposes or to supply You with information about other products or services available from SCB GLOBAL or a member of its Group;
20. Test or Trial Services and Promotional Offers
    • SCB GLOBAL may from time to time supply test or trial services and/or promotional offers (“Offers”) to some or all of its customers. Such Offers shall be subject to any terms & conditions (“Promotional Terms & Conditions”) notified by SCB GLOBAL to its customers. Unless otherwise stated in the Promotional Terms & Conditions SCB GLOBAL shall not incur any liability under the Agreement in relation to such Offers. Promotional Terms & Conditions may require a variation to the Agreement in which case You shall be deemed to have accepted in writing such variation on acceptance of the Offer. Unless otherwise stated in the Promotional Terms & Conditions an Offer may be amended or withdrawn by SCB GLOBAL (in relation to some or all of its customers) at any time and without notice. For the avoidance of doubt SCB GLOBAL is not obliged to include You in any Offer it makes to its customers.
21. Entire Agreement
    • The Agreement and the documents referred to therein represent the entire understanding between the Parties in relation to the provision of the Service and supersedes and extinguishes all other agreements or representations (except fraudulent misrepresentations) made by either Party, whether oral or written. In particular SCB GLOBAL shall not be bound by any oral or written representation (except fraudulent misrepresentations) made by its representatives unless specifically incorporated into the Agreement in writing.
22. Time Not of the Essence
    • Any dates quoted by SCB GLOBAL in connection with the provision of the Service or delivery and installation of the Equipment and/or Purchased Equipment shall be treated as estimates only. SCB GLOBAL accepts no liability for failure to meet such dates (except in relation to service levels) and time shall not be of the essence of the Agreement for this purpose.
23. Miscellaneous
    • No waiver by SCB GLOBAL of any default by You under the Agreement shall operate or be construed as a waiver by SCB GLOBAL of any future defaults, whether of a like or different character. No granting of time or other forbearance or indulgence by SCB GLOBAL to You shall imply a waiver of SCB GLOBAL’s rights or shall in any way release, discharge or otherwise affect Your liability under the Agreement.
    • The provisions of the Agreement of a continuing nature shall survive termination of the Agreement for any reason whatsoever.
    • The Parties do not intend that the Agreement be enforceable by any person not a party to the Agreement
24. Confidentiality
    • Each Party (in this Clause “Receiving Party”)  undertakes to the other Party (“Disclosing Party”):
      • to keep confidential the Disclosing Party’s information of a confidential nature obtained from the Disclosing Party in discussions leading to the Agreement and subsequently received pursuant to this Agreement (“in this Clause “Confidential Information”); and
      • not to disclose the Confidential Information in whole or in part to any other person without the Disclosing Party’s written consent, except to the Receiving Party’s employees, agents and sub-contractors involved in the supply or use of the Services (as the case may be) on a confidential and need-to-know basis; and
      • to use the Confidential Information solely in connection with the supply or use of the Services (as the case may be) and not for its own or the benefit of any third party.
    • The confidentiality obligations in Clause 22.1 will not apply if the Receiving Party is required by court, government or other regulatory body to disclose the Confidential Information, but only to the extent required by law, provided that the Receiving Party gives the Disclosing Party written notice as soon as practicable of such requirement.
    • The confidentiality obligations in Clause 22.1 will not extend to the Confidential Information which the Receiving Party can prove to the Disclosing Party’s reasonable satisfaction:
      • has ceased to be secret without default of the Receiving Party’s part; or
      • was already in the Receiving Party’s possession prior to disclosure by the Disclosing Party; or
      • has been received from a third party who did not acquire it in confidence.
    • Clause 22 shall survive termination of the Agreement or any part of it.
25. Governing Law and Arbitration
    • The Agreement shall be governed by and construed in accordance with laws of Nevada and the Parties agree to submit to the exclusive jurisdiction of Clark County, Nevada Courts.