Terms and conditions for a telecoms and VoIP reseller

A telecoms reseller sells services it buys from carriers under terms it did not write, to customers it must treat according to rules a regulator did write. The terms have to fit both: the minimum term and what ending it early costs, the emergency call limitations of VoIP, number porting, what happens when the upstream carrier changes or fails, and when a service can be suspended. I draft those terms for a fixed fee of £995, delivered in five working days.

Who this is for

Telecoms resellers, VoIP providers and IT businesses supplying phone systems, SIP trunks, lines, mobiles and broadband to business customers in England and Wales under wholesale arrangements with carriers. These are business-to-business terms, written with the regulatory conditions that apply to communications providers in mind.

What matters in telecoms reseller terms

Regulatory conditions and the small business customer

Communications providers are subject to the General Conditions of Entitlement that Ofcom sets under section 45 of the Communications Act 2003 on contract information, notice periods, termination and switching, and the terms must fit them; some of those protections extend to smaller business customers, so the terms should not assume that every business customer can be treated as a large one. The terms should state the minimum term, the notice period, and the early termination charge, which must reflect your genuine loss rather than the whole of the remaining term's revenue.

Emergency calls and VoIP limitations

VoIP services depend on power and internet connectivity and may not support emergency calls in a power cut or outage, or provide a caller's location automatically. The terms should say so plainly and require the customer to tell its users, because that warning is a regulatory requirement as well as a sensible one. Services should be described accurately: a hosted phone system is not a landline.

Numbers, porting and upstream carriers

The terms should say that numbers are allocated under the regulator's rules, that porting depends on the losing provider and may be delayed, that you will assist with porting out on exit, and that upstream carriers, networks and platforms are outside your control, with changes, outages and withdrawals of service not a breach where you use reasonable endeavours to maintain service and give notice of changes.

Fees, usage, suspension and fraud

Line rental and licences are invoiced monthly in advance and usage in arrears, with interest and fixed compensation on late payment under the Late Payment of Commercial Debts (Interest) Act 1998 and a right to suspend on notice for non-payment. Call charges are those in your tariff as varied on notice. The terms should make the customer responsible for use of its services and equipment, including toll fraud and unauthorised use, and should say what fraud protection you provide and what you do not.

Equipment, service levels, data and liability

Handsets and routers are sold or leased under stated terms, with the customer responsible for their care and return. Service levels, fault reporting and repair times should be described with service credits as the remedy. Call records and customer data are processed under the UK GDPR, the Data Protection Act 2018 and the Privacy and Electronic Communications (EC Directive) Regulations 2003 as the terms describe. Liability should be capped at the charges paid over a stated period, with consequential loss excluded, tested for reasonableness under the Unfair Contract Terms Act 1977, and the terms should not exclude what the regulatory conditions require you to provide.

What it costs

Customer or supplier terms and conditions, £995. One set of terms, customer-facing or supplier-facing, drafted for your business. Five working days.

Review of your existing terms, £495. You already have terms and want them checked and brought up to date. Returned marked up with my amendments and an explanation of the changes. Three working days.

Email me at geoffrey@caesar.co.uk with what you need and any documents, and I will confirm the scope and the fee in writing, usually the same working day. If you would rather pay straight away, buying online forms the engagement on payment: the scope is what the terms and conditions drafting page describes, you accept the Terms of Service at checkout, and I will be in touch promptly to get started.

What you get

• A full set of bespoke terms drafted for your business, reflecting the legal requirements that apply to your business and sector
• A note in plain English explaining the terms I have drafted for you
• Liability, payment, termination and IP provisions that protect your position and are drafted to withstand scrutiny from the other side
• Guidance on how to incorporate the terms properly
• Your questions and comments answered by email or phone
• One round of amendments to finalise the terms ready for use

What is not included

• Negotiating your terms with individual customers (I am happy to quote for this as an additional service if required)
• Sector-specific regulatory compliance beyond the contract terms themselves
• Website privacy notice and cookie compliance, which I quote separately
• Terms governed by the law of another country
• Tax advice

Questions I am often asked

A customer wants to leave halfway through a three-year contract. What can we charge?

The early termination charge stated in the terms, which must reflect your genuine loss under the regulatory conditions rather than the whole remaining revenue. A charge that looks like a penalty is unlikely to be enforceable against a smaller business customer.

Our upstream carrier withdrew a service. Are we in breach?

If the terms say that upstream services are outside your control, that you will use reasonable endeavours to maintain service and give notice of changes, and that a withdrawal is not a breach, you are not. Offer a replacement service on notice.

A customer ran up thousands in fraudulent international calls. Who pays?

If the terms make the customer responsible for use of its services including unauthorised use, and you provided the fraud protection the terms describe, the customer. The terms should say what protection you provide so that the allocation is clear.

Related guidance and services

• Terms and conditions drafting, £995, the service this page describes
• Contract review, £495
• Terms and conditions for an IT support business
• Terms and conditions for a web hosting provider

This page is general guidance for businesses in England and Wales, not advice on your own circumstances. Last reviewed: September 2026. Email geoffrey@caesar.co.uk.