1 DEFINITIONS AND INTERPRETATION
‘Acceptable Use Policy’ the latest version of the document issued by the Company in
accordance with regulation to uphold its obligations under the
Communications Act 2003 and clearly define for the Customer
the policies and rules regarding use of the Services.
Business or Enterprise a Customer who is a company, a limited liability partnership, a
partnership or sole trader or which otherwise trades through
the premises to which the Products and Services are supplied
and chooses to contract with the Company for specific or
enhanced Services designed for commercial or business use
‘Company’ / ‘Us’ ITS Technology Group Limited a company registered in England
and Wales (Company number 87862290) whose registered
office is at Elm House Farm, Saighton, Chester CH3 6EN, and any
Group company of ITS (as defined in section 474 of the
Companies Act 2006).
‘Confidential Information’ all information identified as such by the disclosing party in
writing together with all such other information which relates to
the business affairs, finance, products, data, software programs,
specifications, documentation, software listings, source or
object code, developments, pricing terms, trade secrets, know
how, personnel, customers and suppliers of the other party,
together with all information which may reasonably be
regarded as the confidential information of the disclosing party.
Customer the end user receiving and responsible for payment regarding
the goods and/or services provided by the Company.
‘E-Billing’ an on-line or email process for sending out or accessing invoices
and charges by the Customer for the Services.
“Event of Force Majeure” means any circumstances beyond a party’s reasonable control
including, without limitation, strikes, lock-outs or other
industrial disputes, failure of a utility service or transport
network, act of God, war, riot, civil commotion, malicious
damage, compliance with any law or governmental order, rule,
regulation or direction, accident, breakdown of plant or
machinery, fire, flood, storm or default of suppliers or sub-
‘Headline Transmission Speeds ‘ the optimum non-guaranteed data transmission rates intended
for the Service as stated on the Service Order, that the
Customer can expect from the Service under ideal conditions.
‘Initial Term’ a period of 12 months unless otherwise stated on the Order Form.
‘Intellectual Property Rights’ any patents, trade marks, service marks, design rights (whether
registerable or otherwise), applications for any of the foregoing
copyright, database rights, know-how, trade or business names
and other similar rights or obligations, in any country (including,
but not limited to, the UK).
“Order Form’ a form provided by the Company containing the specific details
of the goods and/or services to be provided, together with the
associated costs of this provision, which is then accepted by the
Customer through signing or completing online and submitting
it to the Company.
‘Products and Service(s)’ all equipment, software or services which are detailed on the
Service Order and/or which are supplied to the Customer by the
Company including any new, extra or substitute Products or
Services which the Company agrees to supply to the Customer
at a later date.
‘Product Terms’ any additional terms and conditions that apply to specific
product and services and are referred to on the Service Order.
‘Service Demarcation Point’ The defined socket, equipment port or device to which the
Company delivers and supports the Service. This is defined on
the Service Order and pointed out to the Customer upon
acceptance of the Service.
‘Service Order’ the completed ITS Order Form signed or completed online by a
Customer submitted to the Company and subsequently
accepted by the Company.
‘Service Level Agreement or SLA’ those enhanced service levels which can be ordered by a
Business or Enterprise customer subscribing to its enhanced
Business or Enterprise services including an SLA.
‘Terms and Conditions’ the terms and conditions set out in this document, together
with any Product Terms and all the details set out in any
contract document or Order Form the Company may ask the
Customer to sign including any regulated agreement under the
Consumer Credit Act 1977.
‘Unlimited Use’ the use of the Company’s internet packages and other related
services without any form of usage cap imposed by the
Company. However, such use remains subject to ITS’s
‘Acceptable Use Policy’ which may change this.
1.1. Words in the singular shall include the plural and vice versa and words importing gender
include any other gender.
1.2. Unless otherwise expressly provided, any reference to any legislation shall be deemed to
include any amendment replacement or re-enactment thereof for the time being in force
and to include any delegated legislation, orders, notices, directions, consents, provisions
made thereunder and any condition attaching thereto.
1.3. References to writing shall include any modes of reproducing words in a legible and non-
1.4. The headings of paragraphs are for ease of reference and shall not affect the construction of
1.5. Unless stated to the contrary in the event of a conflict between the Terms and Conditions
and any Product Terms relating to products and services to be provided by the Company
then the specific Product Terms shall prevail.
2. SERVICE ORDERS
2.1. All orders are accepted subject to the availability of Products, the installation survey
necessary to ascertain installation requirements to the property, the ability of the Company
to provide Services to the location defined by the Customer on the Service Order and to
these Terms and Conditions.
2.2. The Company shall supply, and the Customer shall purchase the Products and Services
described on the Service Order in accordance with these Terms and Conditions, which shall
govern the contract to the exclusion of any other terms on which the Customer seeks to rely.
No variation to these terms and Conditions by the Customer shall be binding unless
expressly agreed in writing by the authorised representatives of the Company.
2.3. The Company's employees or agents are not authorised to make any representations
concerning the Products/Services unless confirmed by the Company in writing. In entering
into the contract, the Customer acknowledges that it does not rely on any such
representations, which are not so confirmed, but nothing in these Terms and Conditions
affects the liability of either party for fraudulent misrepresentation.
2.4. Any typographical, clerical or other error or omission in any sales literature, quotation,
Order, price list, invoice or other document or information issued by the Company shall be
subject to correction without any liability on the part of the Company.
2.5. The Company reserves the right to vary the charges contained in the Service Order prior to
acceptance of the Service Order if additional costs are identified through survey, design or
scoping of the Customer’s requirements. The Customer has the right to cancel the Service
Order within 5 working days of being advised of any such change. The Company will deem
acceptance of these charges and accept the Service Order as amended if the Customer does
not cancel in writing with this period. The provisions of this condition shall not affect the
rights of a Customer dealing as a consumer (within the meaning of the Consumer Credit Act
2.6. Customer shall be bound by all Service Orders signed or acknowledged on the Customer’s
behalf and the Company will only be bound to supply the Products and Services on the
Company’s acceptance of the Service Order and following receipt of payment of any charges
2.7. The Company reserves the right to charge for any omission or additional cost arising from
the provision of inaccurate or insufficient information by the Customer or in cases where the
Customer requests changes to the planned solution as delivered by the Company and to
revise prices to take into account increases in any costs of providing the Products which
occurs between the date of quotation and delivery.
2.8. The Company reserves the right to amend the charges on the Service Order in the event of
unforeseen circumstances at the point of installation. During these unforeseen
circumstances the Company reserve the right to suspend the Service Order until further
survey, design, and or solution is identified and agreed by both parties. The Customer has
the right to instruct the Company to suspend installation to allow for consideration of these
amendments. If the Customer does not accept the amendments formally within 10 days the
Company reserve the right to cancel the Service Order.
3. COMPANY OBLIGATIONS
3.1. The Company shall supply the Products and Services as detailed in the Service Order in
accordance with these Terms and Conditions and any Product Terms.
3.2. The Company will configure and install items to the specification provided to the Customer
in accordance with the rates detailed on the Service Order.
3.3. Installation shall be to the point identified by the Company as most accessible. In the event
the Customer changes the specification for such installation/configuration the Company
reserves the right to require payment for implementing such changes at rates notified to the
Customer from time to time.
3.4. The Company will use reasonable care and skill in performing such installation/configuration
and will perform such Services within a reasonable time. Times quoted by the Company are
estimates only and any delay in meeting delivery dates shall not give rise to a right to cancel
the order or to claim damages.
3.5. Delivery will be to the location and access point specified on the Service Order. Any request
by the Customer for the Company to delay or split delivery may result in additional costs
incurred by the Company and such costs shall be notified to, invoiced and be payable by the
Customer. The Customer may only suspend its delivery if this is agreed in writing by the
Company and if any costs incurred by the Company as a result are paid by the Customer at
this time. The Company may be reliant on third party suppliers and in some cases require
planning consents, wayleaves or rights of way for such installations. Delays caused through
these sources will not allow the Customer to cancel or amend the Service Order unless
agreed in writing by the Company. The Company will not be liable for any losses of any kind
incurred by the Customer through such delays.
3.6. The Company shall be responsible for provision of the Service up to and including the Service
Demarcation Point. The Company shall inform the Customer of this obligation and the
relevant location of the Service Demarcation Point at the time of commissioning and
acceptance of the Service by the Customer.
3.7. In supplying the Services the Company will use its reasonable skill and care to maintain
provision but the Company is not able to guarantee fault-free performance. Due to factors
outside the Company’s control such as access to 3rd party content and services and shared
use of networks, internet access availability and speed may vary from time to time. In
addition the speed and limitations of your equipment may affect the transmission speed
that we can provide you. We cannot provide a fully guaranteed end to end Service to be
available at all times.
3.8. The Company will endeavour to carry out necessary maintenance and support of its own
systems work outside of UK business hours (“Planned Outages”). The Company shall also
endeavour to notify the Customer of any Planned Outages at least five days prior to such work being carried out, although the Customer accepts that due to the nature of the
Services, this may not always be possible. The Company shall not be liable to the Customer
for any temporary unavailability of Services due to planned maintenance, emergency
maintenance or loss of use outside the reasonable control of the Company.
4. CUSTOMER OBLIGATIONS
4.1. The Customer is responsible for the installation, configuration, performance, maintenance
and use of the Service beyond the Service Demarcation Point.
4.2. The Customer is responsible for the provision, maintenance and upkeep of an environment
suitable for the provision of the Services, as defined in the Service Order Form or any
Product Terms. For the avoidance of doubt, this includes adequate and consistent electrical
power as required by the Products or Services.
4.3. The Customer agrees to abide by the Company’s Acceptable Use Policy.
4.4. The Customer agrees to only use the Company network for lawful purposes. Any material
transmitted through the Company network, or use of any part of it, in violation of any UK
law or regulation, which is otherwise defamatory, discriminatory, or derogatory is
4.5. The Customer hereby consents to our intermittent monitoring of the Services (whether
authorised by statute or other legislation or otherwise) to ensure lawful use of the Services.
4.6. When the Customer is issued with a password to access the Products and Services, they shall
take all reasonable steps to keep such password private and confidential and ensure that it
does not become known to other persons. If the password becomes known to any other
person, the Customer will immediately inform the Company and the password will
immediately be changed. The Company may change the Customer’s password from time to
time at their discretion without prior notice.
4.7. The Customer agrees that they are liable for any charges on the Customer’s account
regardless of whether the Customer or anybody else (with or without the Customer’s
permission) incurs those charges (unless the charges result from fraud by an unrelated third
party which is not residing at the Property and over which the Customer could have had no
control over). For the avoidance of doubt, the Company considers anyone who has access to
the Customer’s premises or has been given access to the Services (whether deliberately or
by default of weaknesses in the Customer’s security) to be within the Customer’s control and
the Customer would be liable for those charges. If the Customer becomes aware of any
fraud by someone else, they must tell the Company as quickly as they can. The Customer
shall be deemed to have given permission to use the Customer’s account and add charges on
to the Customer’s account to any other individual or party to whom they have divulged any
PINs or passwords relevant to the Service.
4.8. The Customer may use the Company’s network to access other Internet connected networks
world-wide and agrees to conform to any published and future protocols and standards. In
the event that communications by the Customer do not conform to these standards, or if the
Customer makes profligate use of the Company network to the detriment of the Company or
any other of the Company’s Customers, the Company reserves the right to restrict passage
of the Customer’s communications until they give a suitable undertaking as to use and
adhere to such undertaking.
4.9. The Company is not responsible or liable for any third party charges from other
organisations (such as telephone service or content providers) which may be incurred by the Customer while using the Services. The Customer shall indemnify the Company for any
claims or charges made against ITS in respect of any such costs incurred.
4.10. Any Internet address allocated by the Company to the Customer will at all times belong to
the Company and the Customer may not sell or agree to transfer the address to any person.
The Customer will have a non-transferable licence to use such Internet address whilst the
Customer receives internet access from the Company. In the event the Service Order is
terminated, for whatever reason, the Customer’s licence to use the Internet address shall
automatically terminate and thereafter the Customer shall not use the Internet address.
4.11. The Customer undertakes not to assign or in any other way transfer the Services, without
the Company’s prior consent.
4.12. The Customer accepts that the Company may vary the technical specifications of Products
and Services from time to time for operational or regulatory reasons and such reasonable
variance shall not invalidate these Terms and Conditions.
5. USING THE SERVICES
5.1. Due to the nature of the Internet, the Company cannot guarantee specific levels of
performance, speed or access for the use of the Services and for internet access.
5.2. The Company reserves the right to remove by immediate notice material placed on its
servers by the Customer or other users which violates these Terms and Conditions or is
otherwise harmful to the Company’s interests or the interests of other users of the Services.
5.3. The Company reserves the right to monitor and control data volume and/or types of traffic
transmitted via the Services. In the event that the Customer misuses the Service or their use
does not comply with the Company’s ‘Acceptable Use Policy’, available on the Company’s
website and amended from time to time, the Company reserves the right to reduce, suspend
or terminate the Customer’s access and use of the Services. During any such time of
reduction or suspension, the Customer will remain liable for the payment of the original
level of charges. It is the Customer’s responsibility to review the Acceptable Use Policy from
time to time, to ascertain if changes have been made to it.
5.4. The Company cannot guarantee that Headline Transmission Speeds can be obtained at any
time, however the Company will endeavour to inform the Customer of any issues, and
attempt to resolve them, as soon as is reasonably possible.
5.5. The Customer is responsible for maintaining in good order any Products under its control.
ITS recommend that all Products of the Company be insured for their full replacement value
by the Customer. The Customer must make good any damage to Products (including
damage or cuts to ITS’s network or fibre within the Customer’s property) within 21 days of
the damage being incurred, except where such damage is caused by the negligence of ITS or
5.6. The Customer agrees to take responsibility for any and all liabilities, claims and losses which
are in any way connected with misusing the Services supplied under these Terms and
Conditions, and to fully indemnify the Company if the Company suffer any costs or losses of
this kind. For the avoidance of doubt, such losses include all direct, indirect (whether
reasonably foreseeable or not) or consequential losses that can be evidenced by the
5.7. The Company may email service announcements to the Customer as part of the Services.
6. CUSTOMER EQUIPMENT
6.1. The Company will not be liable in any way for any loss or damage which is caused to the
Customer’s own equipment arising as a result of its use with the Services.
6.2. The following equipment supplied as part of the installation will be deemed to be owned by
the Customer, and title will pass on acceptance of the installation and commissioning of the
6.2.1. All cabling within the Customer’s premises up to and beyond the Service Demarcation
6.2.2. The socket, equipment or device providing the Service Demarcation Point (as defined
on the Service Order and shown to the Customer upon acceptance of the Service)
6.2.3. Any router or other IP switching and management device connected to the Service
6.3. The Company will provide, subject to clause 9.4 a warranty on this equipment supply for 12
months from the date of installation in respect of the equipment is free of manufacturing
defect in workmanship and associated labour. The Company reserves the right to repair or
replace faulty equipment at its entire discretion. Where the Company finds that any
warranty claim arises from the misuse of the equipment, the Company shall be entitled to
charge the Customer for any costs of repair or replacement.
6.4. In the event that any of the equipment supplied as part of the installation requires
replacement after the 12 month warranty period, then the Customer will be invoiced for
replacement equipment and should engineering presence be required to replace the
equipment at the Customer premises the Company reserves the right to levy a service call
out charge which shall be advised to the Customer priori to attendance.
6.5. An additional extended warranty may be offered by ITS (directly or through a selected third
party) for an additional monthly charge. This will be subject to any specific terms and
conditions that may be offered at the end.
7. TERM AND TERMINATION
7.1. These Terms and Conditions shall be deemed to have taken effect from signature of Order
Form and acceptance by the Company and shall continue for the Initial Term. Thereafter, the
Terms and Conditions shall continue in their entirety until terminated by either party giving
not less than 3 months’ notice in writing or until terminated in accordance with this clause or
unless stated in the Product Terms.
7.1.1. Either party may terminate a Service Order forthwith on giving notice in writing to the
other party if the other party commits a material breach of these Terms and
Conditions and (in the case of a breach capable of being remedied) shall have failed,
within 30 days after the receipt of a request in writing from the other party so to do, to
remedy the breach (such request to contain a warning of other party’s intention to
7.1.2. Any termination of the Service Order (howsoever occasioned) shall not affect any
accrued rights or liabilities of either party nor shall it affect the coming into force or
the continuance in force of any provision hereof which is expressly or by implication
intended to come into or continue in force on or after such termination, which
includes without limitation, the Customer’s obligation to make any payment due to the
Company for Products and Services supplied (including for the avoidance of doubt any
charges incurred in respect of work in progress) prior to the date of termination. For
the avoidance of doubt, charges shall become due and payable during any period of
notice of termination and in the event that termination occurs during any Initial
Period, the Customer shall pay any and all charges due until the expiry of any such
7.1.3. Either party may terminate this agreement forthwith if an order is made or an effective
resolution passed for the liquidation, winding up, dissolution or bankruptcy (other than
by way of members voluntary liquidation or pursuant to any amalgamation or
reconstruction on mutually agreed terms) of either party or a receiver, administrative
receiver, administrator or trustee in bankruptcy is appointed over all or any of the
revenues or assets of either party.
7.2. The Customer has a right to cancel their Service Order under the E-Commerce Regulations
and the Consumer Protection Regulations (as amended from time to time). The Customer
has the right to cancel the service for a period of 7 days from the date of confirmation of the
Customer’s Service Order by the Company (a “cooling-off period”), unless the Customer is a
consumer (within the meaning of the Consumer Credit Act), in which case clause 7.3
prevails. In the event of cancellation during the cooling-off period, the Service Order is
treated as if it had not been made. Please be aware that the Customer will lose the
Customer’s right to cancel the Service Order during the cooling-off period once the Company
has commenced activation of the Services, i.e. by starting the installation or provisioning of
Services to the Customer subject only to clause 2.8.
7.4. Where the customer acts as a consumer (within the meaning of the Consumer Credit Act)
the Customer has a right to cancel this agreement before the end of the fourteenth day
following the day on which the Customer signed the unexecuted agreement. (a “cooling-off
period”). In the event of cancellation during the cooling-off period, the Customer will be
liable to the Company for any work undertaken on the Customer’s behalf, and for any use
made of the Service during the period to cancellation.
7.6. The Company has the right to terminate the Service Order on the grounds of non-payment
of invoices or late payment of invoices where not paid within 7 days of invoice being due or
non-payment of direct debits. The Company may alternatively suspend service or reduce
speed of service in the case of non-payment, in which case the relevant provisions of clause
8 will apply.
8. SUSPENDING SERVICE
8.1. The Company may suspend any or all of the Services immediately without notice if:
8.1.1. the Customer is in breach of any of these Terms and Conditions;
8.1.2. the Company or our agents need to carry out any maintenance, repairs or
improvements to any part of the Services;
8.1.3. the Company is obliged to do so by law or in line with these Terms and Conditions of
8.1.4. the Customer fails to make any payment when due;
8.1.5. the Customer makes a voluntary arrangement with its creditors or (being an individual
or firm) becomes bankrupt or (being a company) becomes subject to an administration
order, goes into liquidation, has an encumbrancer or receiver take possession of its
property or assets, or the Company reasonably apprehends that any of the events
mentioned herein is about to occur in relation to the Customer and notifies the
8.1.6. the Company has reason to believe that the Customer has provided the Company with
false, inaccurate or misleading information either for the purpose of obtaining the
Services or at any time during the provision of the Services;
8.1.7. the Company believe that the Customer or another person at the Customer’s premises
has committed, or may be committing, any fraud against the Company or against any
other person or organisation by using the Services;
8.1.8. the Customer or anyone the Customer authorises to deal with us on the Customer’s
behalf acts in a way towards our staff or agents which the Company reasonably
consider to be inappropriate; or
8.1.9. the Customer is in breach of the Company’s Acceptable Use Policy.
8.2. If the Company suspends the Services because the Customer is in breach of these Terms and
Conditions or if paragraphs 8.1.4 to 8.1.9 apply, a reconnection fee of £25 plus VAT will be
payable in addition to any outstanding amounts on the Customer’s account before any
suspension of service is lifted. Should the reconnection require a service call out the
Company reserve the right to levy an additional charge to the Customer.
8.3. The Customer may not suspend its initial order for any reason.
9.1. The Company warrants that the Company has the authority to license the Products and to
provide the Services as set out within the Service Order and under the terms of these Terms
9.2. The Company will always aim to provide the Customer with the best service possible, but the
Company cannot guarantee that the Products and Services will be fault free. The Customer
will inform the Company about any fault in the Services by phoning, emailing or writing to
the Company’s Support Services team, who will aim to respond as promptly as possible.
9.3. The Company is not responsible if the Customer is not able to use the Services because the
Customer equipment (for example, any PC, modem, network interface card, printer, switch,
local area network or other equipment) does not work properly, is not compatible with the
system, does not conform to the relevant standard or does not meet the minimum
specifications or because of faults in any 3rd party networks over which the Company has no
9.4. Where the Company is acting as a reseller in respect of any Products, the Company shall pass
on to the Customer such unexpired warranties the Company receives from the manufacturer
of the goods as are capable of transfer and the Company’s liability shall be limited to such
guarantee as the Company receives from the manufacturer.
9.5. Except as expressly set forth in these Terms and Conditions and any Product Terms, all
warranties, terms and conditions, whether oral or written, express or implied by statute,
common law, or otherwise (including but not limited to any warranties, terms and
conditions of fitness for purpose, description or quality) are hereby excluded to the fullest
extent permitted. Please note in particular, that without limiting the generality of this clause
9.5, the Company does not warrant, represent or guarantee in any way whatsoever that our
Products or Services will be virus-free, worm-free, spam-free or inaccessible to malicious
code or malignant third parties.
9.6. The Customer acknowledges that software products are by their very nature susceptible to
imperfections in operation and no warranty is given in respect thereof.
9.7. The Customer agrees to indemnify and hold the Company harmless from any claim brought
by third parties, alleging that the proper use of the Services by the Customer has infringed
any right of any kind applicable in the UK or by International legislation and regulation. The
Customer shall defend and pay any direct costs or damages finally awarded against Company
arising from such claims. The Customer must promptly provide the Company with notice of
such claims, full authority to defend, compromise or settle such claims and reasonable
assistance to defend such claims at the Customer’s sole expense
10. LIMITATION OF LIABILITY AND NON-AVAILABILITY
10.1. Neither party excludes or limits its liability to the other for death or personal injury caused
by its negligent act or omission or for fraudulent misrepresentation.
10.2. The Company shall not be liable in respect of any adverse effect on Services resulting from
application or operation of any process by the Customer unless agreed to by the Company in
10.3. Subject to the limits on liability set out in clauses 10.4 and 10.13, the Company shall be liable
for any direct damage to a Customer property which is caused due to the negligence of the
10.4. Subject to clause 10.1 our maximum aggregate liability for all claims made by the Customer
in relation to any Products or Services provided under the Service Order shall not exceed the
charges paid in the previous 12 months for that Product and Service against which the claim
is made, plus ten (10%) however that claim may arise including, without limitation, negligent
error or omission, breach of contract, tort, misrepresentation (excluding fraudulent
misrepresentation) or breach of statutory duty.
10.5. The Company accepts no liability for failure to deliver the Products or perform the Services
that arise from the acts or omissions of any third party including but not limited to the
Company’s suppliers or third party telecommunications providers or for any failures or faults
of their equipment.
10.6. The Company will use all reasonable endeavours to provide a prompt and continuing
Service. The Company will not be liable for any loss or damage to data or for any loss or
damages resulting from delays, non-deliveries, missed deliveries, or service interruptions or
events beyond the control of the Company.
10.7. The Customer acknowledges that the Company is not the manufacturer of any Products
supplied hereunder. Save as expressly provided for in these Terms and Conditions, the
Company gives no warranties in relation to the Products and shall not be liable to the
Customer whether in damages or otherwise for any damage to or defect, or failure in the
Products. The Customer must rely solely on any warranties given to the Customer by the
manufacturer of the Products or as passed to the Customer in accordance with Clause 9.4.
10.8. Unless the Company expressly agree otherwise under a separate contract the Company is
not responsible for the security of the Customer’s networks and/or systems and shall not be
liable for unauthorised access thereto.
10.9. Notwithstanding any provisions of this Clause 10, but subject to clause 17.1, in the event of
Critical (as defined in the relevant Product Terms) non-availability of connection or use of all
of the Services or Products supplied by the Company which results in non-availability below
the guaranteed level in any specific Product Terms, the Customer may be entitled to a
refund in respect of any Charges. Such refund is dealt with in the applicable Product Terms.
Where no specific terms are specified in the Product Terms, the Company may apply credits
of 1/30th of the monthly service invoice charge to the customer for each complete 24 hour
day that service is unavailable, and where ITS’s Service Desk have been notified of a fault
and a ticket has been raised.
10.10. For the avoidance of doubt, simultaneous non-availability of more than one Service or
Product shall not give rise to more than one claim for compensation under clause 10.9 and
shall be treated as one claim only.
10.11. The Customer acknowledges that the Company is unable to exercise control over the
content of any information passing over the Company connection and or the Company
network. The Customer further acknowledges that the Company hereby excludes all liability
in respect of any transmission or reception of information of whatever nature.
10.12. The Company shall not be liable for any failure of the Products and Services which results
from any interference by the Customer or any third party which is not in accordance with
the standard use of the Products or Services or following our written instructions. The
Customer agrees to tell the Company immediately about any loss or damage to any part of
the Products and Services on the Customer’s property or any cable or routers provided to
allow the Customer to use the Products and Services and that the Customer is responsible
for any loss or damage to a router or cable regardless of how it happens.
10.13. Subject to Clause 10.1, the Company does not accept liability under or in relation to any
Service nor its subject matter (whether such liability arises due to negligence, breach of
contract, misrepresentation, or for any other reason excluding fraudulent
misrepresentation) for any loss of profits, loss of business, loss of anticipated savings, loss of
sales or turnover, loss of, or damage to reputation, loss of contract, loss of customers, nor
loss of use of any software or data, loss of use of any computer or other equipment or plant,
wasted management or other staff time, losses or liabilities under or in relation to any other
contract, nor any indirect, consequential loss or damage of any kind. For the purposes of this
clause, the term “loss” includes a partial loss or reduction in value as well as a complete or
10.14. The Company shall not be liable for any loss claim or liability arising from an event of Force
11. PAYMENT AND PAYMENT TERMS
11.1. The charges for Products and Services and their invoice due dates/ frequencies will be stated
on the relevant Service Order.
11.2. All payments for Products and Services will be made under a continuous direct debit
authority which the customer agrees to enter into upon signing the Service Order Form. All
payments will be due on invoice date except where any other payment terms are agreed and
specified on the Service Order.
11.3. The Company reserves the right to pass on any additional costs arising from any increase in
the cost to the Company of any Government licence or permit required to provide the
Services. Where the Company increases its charges as a result of such additional costs, the
Customer shall be entitled to terminate this agreement on not less than thirty days’ written
notice, such notice to be received by the Company within three months of the price increase
11.4. The Company reserves the right to charge the Customer for the Products and/or Service
notwithstanding the Products and/or Service not being available due to either the Customer
failing to comply with their obligations under this Agree these Terms and Conditions or the
Company’s reasonable instructions from time to time or a failure of the Customer’s systems.
11.5. Payment of all charges under any Service Order Form shall be made in full and free from any
deductions, rights of set-off, counterclaims or liens.
11.6. All amounts due shall be paid in full without any set-off, counterclaim, deduction or
withholding (other than any deduction or withholding of tax as required by law). The
Company reserves the right to apply monies held against any other account of the Customer.
11.7. Should the Company order any third party equipment or Services on the Customer’s behalf
the Customer will be responsible for and shall indemnify the Company against all such costs
incurred including, without limitation, any costs incurred due to a cancellation by the
11.8. Without prejudice to the Company’s other rights if the Customer fails to pay any amount on
the due date:
11.8.1. the Company shall have the right to cancel any contract made with the Customer
and/or to suspend deliveries;
11.8.2. the Company reserves the right to charge the Customer penalties and interest in
accordance with the Late Payment of Commercial Debts Interest Act 1998 as
11.8.3. the Customer shall indemnify the Company and keep it indemnified in respect of all
costs (including legal fees) reasonably incurred in attempting to recover such
11.8.4. the whole of the balance then outstanding to the Company by the Customer on
any account whatsoever shall become immediately due and payable.
11.9. The Company may ask the Customer to make initial payments and/or a deposit.
11.10. The Customer must provide the Company with a valid and current email account to enable
the Company to provide electronic invoicing to the Customer. The accuracy of that email
address is entirely the Customer’s responsibility. The Company reserves the right to modify
the E-billing service at our discretion.
11.11. The Company cannot guarantee uninterrupted and/or reliable access any electronic
invoicing service and make no guarantees whatsoever as to its operation, availability,
functionality, that it will be free of error or disruption or otherwise.
11.12. Annual Price Increases – both the Company and the Customer acknowledge that there will
be annual incremental price increases effective 1st July in each year after the Initial Term
expires and every 12 months thereafter. The annual price increase will be calculated by
taking the contract price and increasing it by Retail Price Index as calculated for the 12
months ended on 31st March of that the year in which the Initial term expires. The
customers will be notified in writing of this increase if it is applicable by 1 st May of each
yearthree months before the increase comes into effect. if it is applicable and price Any
price increase will be applied on the anniversaries of the Initial Term expiring. increases will
be applicable from 1st July.
12. TITLE AND LICENSING
12.1. The Customer acknowledges that the Company (or where applicable the third party owner)
shall own and shall retain title to all Intellectual Property Rights to all Products and Services
(if any) supplied pursuant to or created as a result of any Service Order Form and any copies
12.2. At the request and expense of the Company, the Customer shall do all such things and sign
all documents or instruments reasonably necessary to enable us to obtain, defend and
enforce the Company’s rights in any software and Products.
13.1. Where supply of Service to the Customer relies on the provision of wayleaves, the Company
will use its reasonable endeavours to ensure continuity and provision of service. If for any
reason whatsoever, the wayleaves are terminated or suspended preventing the supply of
service, then the Company may terminate the service to the Customer by 7 days notice in
writing or by email, without any liability to the Customer in relation to future supply.
13.2. Where a wayleave is granted by the Customer the Customer will use best endeavours to
ensure continuity and provision of service. If for any reason whatsoever, the wayleaves are
terminated or suspended preventing the supply of service, then the Company may terminate
the service to the Customer by 7 days notice in writing or by email, without any liability to
the Customer in relation to future supply.
14. PRIVACY AND DATA PROTECTION
14.1. The Customer must give the Company promptly and accurately all the information which
may be needed so that the Company can perform its obligations under these Terms and
Conditions. The Customer must also tell the Company immediately if any of the Customer’s
14.2. By having the Services activated in the Customer’s property and/or by using them the
Customer gives the Company the Customer’s consent to use the Customer’s personal
information together with other information for the purposes of providing the Customer
with the Services, service information and updates, administration, credit scoring, customer
services, training, tracking use of our Services (including processing usage, billing, viewing
and interactive data), profiling the Customer’s usage and purchasing preferences for so long
as the Customer is a customer and for as long as is necessary for these specified purposes
after the Customer terminate the Services. The Company may occasionally use third parties
to process the Customer’s personal information in the ways outlined above. These third
parties are permitted to use the data only in accordance with our instructions and in
compliance with all applicable laws and regulations.
14.3. Obtaining credit reference searches against a Customer can affect their credit rating. BY
agreeing to receive the Services, the customer is agreeing to the Company carrying out such
14.4. The Company may also, subject to the Customer’s consent, use the Customer’s personal
information to contact the Customer with information about our Products and Services,
special offers and rewards, as well as those of selected third parties. From time to time, the
Company may contact the Customer by mail, telephone, email, other electronic messaging
services (such as text, voice, sound or image messages including using automated calling
systems) for these purposes. If the Customer no longer wishes to receive such
communications, it should contact the Company’s Customer Support Team, or where
applicable unsubscribe by electronic means.
14.5. Customer details will not be shared with companies outside of the Company Group for
marketing purposes without the Customer’s consent.
14.6. The Company uses and process the Customer’s personal information in accordance with the
Data Protection Act 1998, The General Data Protection Regulations in force at the time and
14.7. If the Company uses third parties to process Customer data, the Company will put a contract
in place to ensure the Customer’s information is properly protected.
14.8. The Customer has a right to ask for a copy of the Customer’s personal information which is
held on file, (for which the Company may charge a small fee) and to correct any inaccuracies.
14.9. If the Customer does not pay the Customer’s bills for the Services then the Company
reserves the right to transfer the Customer’s debt to a third party in which case the
Company will also transfer the Customer’s personal information to that third party for them
to use in connection with the recovery of the Customer’s debt. Such third party will take
such action to recover the Customer’s debt as they consider appropriate and will not be
acting on our behalf or to our instructions.
14.10. The Company may monitor and record phone conversations the Customer has with
Company staff. The Company will use these to shape training and for compliance purposes.
14.11. The Company may for legal and regulatory purposes, but only where lawful to do so ,
monitor internet communications, including without limitation, any content or material
transmitted over the Services.
15.1. Either party may have access to or become aware the other party’s Confidential Information.
The parties agree that any Confidential Information obtained by the other, its employees,
agents or sub-contractors remains the property of the other and neither party shall disclose
or use the Confidential Information of the other except to the extent necessary for the
performance of these General Terms and Conditions
15.2. The Company may disclose the Customer’s confidential information as may be required by
law, a court of competent jurisdiction or any governmental or regulatory authority.
15.3. The provisions of clause 15.1 shall not apply to Confidential Information that:
15.3.1. is or later becomes generally available to the public, otherwise than through any
act or omission on the part of the Customer or the Company
15.3.2. the Customer or the Company can show was in their possession at the time of
disclosure and which was not acquired directly or indirectly from the Customer or
the Company under obligations of confidentiality
15.3.3. is information rightly acquired from others who did not so far as the acquirer was
aware obtain it under pledge of secrecy from the Customer or the Company
15.3.4. is information required to be disclosed or retained by law or relevant regulatory
16.1. Subject to clause 16.2, in the event of any dispute being unresolved by the Company and the
Customer within a reasonable period of time being not less than 30 days, then the parties
shall in good faith take the matter jointly to Alternative Dispute Resolution (ADR). The
outcome of the ADR process shall then be binding on both parties, except where clause 16.3
16.2. In the event that the Service and the Customer falls under categories covered by Ofcom’s
complaints and dispute procedure, then this procedure shall be followed in place of the
procedure outlined in clause 16.1.
16.3. Notwithstanding the provisions of this clause 16. the provisions of clause 17.8 shall apply
and either party shall be entitled to apply to the courts of England.
17.1. Neither party shall be liable for any delay in performing its obligations as a result of any
circumstances beyond its reasonable control – “Force Majeure”; such as but without
limitation to lightning, flood, exceptionally severe weather, fire, act of God, explosion, war,
terrorism, civil disorder, strike industrial dispute (whether or not involving employees of
either party), malicious damage (including virus/hacking attacks or other intentional
malicious acts of third parties), compliance with a law or governmental order, rule,
regulation direction, accident, third party interference, actions or omissions of third party
17.2. The Customer hereby warrants to the Company that the Customer has not been induced to
enter into the Service Order by any prior representations whether oral or in writing, except
as specifically contained in the Service Order and the Customer hereby waives any claim for
breach of any such representations which are not so specifically mentioned.
17.3. No forbearance, delay or indulgence by either party in enforcing the provisions of these
Terms and Conditions shall prejudice or restrict the rights of that party nor shall any waiver
of its rights operate as a waiver of any subsequent breach.
17.4. The Company may assign or sub-license the service provided under the Service Order to any
associated company or body but subject always that this shall not affect the provision of
Services to the Customer.
17.5. These Terms and Conditions together with the Service Order and any relevant Product
Terms supersedes all prior agreements, arrangements and understandings between the
parties and constitutes the entire agreement between the parties relating to the subject
matter hereof. The Company may make additions to or modifications of any provision of
these Terms and Conditions following 90 days’ notice of the same to the Customer. Where
any such modification is made, the Customer shall be entitled to terminate the Service Order
on not less than one month’s written notice, such notice to be received within three months
of the change taking effect. The Company will display these Terms & Conditions on its
17.6. If any provision of these Terms and Conditions is invalid or unenforceable at law, then such
provision shall be severed and the remainder of these Terms and Conditions shall continue
in full force and effect.
17.7. All notices that are required to be given hereunder shall be in writing and shall be sent to the
address of the recipient set out in the Service Order. Any such notice may be delivered by
email or personally or by first class pre-paid letter or facsimile transmission and shall be
deemed to have been served if by hand when delivered, if by first class post 2 business days
after posting and if by email or facsimile transmission when dispatched.
17.8. These Terms and Conditions shall be governed by and construed in accordance with the laws
of England. Any dispute that may arise between the parties shall, subject to clause 16, be
determined by the English Courts and the parties hereby submit to the exclusive jurisdiction
of the English Courts.