General Terms and Conditions
This document forms part of your Residential Customer Service Agreement (“Agreement”) and sets out the terms and conditions (“Terms”) upon which we will supply you with Broadway Partners’ Installation (“Installation”) Service, Internet (“Internet”) Service if applicable, and Telephone Over Broadband (“Telephone”) Service if applicable, and any Additional or Ancillary (“Additional”) Services which you may choose to purchase from us from time to time.
(1) Broadway Partners Ltd company incorporated in England under Company registration number 07702073 whose registered office is 4 Christopher Street, London, EC2A 2BS United Kingdom (“Company”); and
(2) The Customer being the customer as defined by the customer details completed on the Service Order Form.
The Customer agrees, either by ticking the box next to ‘I accept the Terms of Service’ on our Website or by signing an Order (when it is not possible for you to place or confirm an Order online) or upon delivery of the relevant Terms to you, to be bound by them. These Terms will apply to all residential Customers. The Services and Equipment we provide to you under these Terms must not be used for business purposes except for Home Working.
The Company is a member of CISAS, an independent dispute resolution service certified by Ofcom.
1. Definitions and Interpretation
‘Confidential Information’ is 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.
‘Initial Term’ means a period of 12 months unless otherwise stated on the Service Order Form.
‘Intellectual Property Rights’ means any patents, trademarks, 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 whether registerable or not, in any country (including, but not limited to, the UK).
‘Products and Services’ means all equipment, software or services which are detailed on the Service Order Form that are to be supplied to the Customer by the Company under these General Terms and Conditions.
‘Products’ means any equipment detailed on the Service Order Form, supplied by the Company where that equipment is independent of any Services supplied.
‘Product Terms’ means any additional terms and conditions that apply to specific products and services and are referred to on the Service Order Form.
‘Service Order Form’ means the Service Order Form attached hereto together with any applicable Product Terms and these General Terms and Conditions.
‘Terms and Conditions’ means these General Terms and Conditions.
1.1 Words in the singular shall include the plural and vice versa and words importing gender includes 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-transitory form.
1.4 The headings of paragraphs are for ease of reference and shall not affect the construction of this Contract.
1.5 Unless stated to the contrary in the event of a conflict between the General 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 Order Forms
2.1 The Customer shall be bound by all Service Order Forms signed 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 Form and following receipt of payment of any charges detailed therein.
2.2 Any quotation made shall be valid for a period of 30 days. Thereafter, the Company reserves the right to withdraw or revise a quotation at any time prior to acceptance of the Customer’s Service Order Form.
2.3 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 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.
2.4 Unless otherwise agreed in writing prices do not include delivery and taxes (if any) and such costs shall be payable by and invoiced to the Customer.
2.5 All orders are accepted subject to the availability of Products and to these General Terms and Conditions. No terms or conditions put forward by the Customer shall be binding on the Company.
2.6 The Customer accepts that these General Terms and Conditions together with any Product Terms and any specific details stated on its accepted order constitute the entire understanding between the parties and supersede any prior promise, representation, undertaking or understanding of any kind.
2.7 If the Customer requests a change or cancellation of an order the Company reserves the right to reject the change or cancellation or accept it and charge an amendment fee of 5% of the order value.
2.8 No cancellation will be accepted in respect of orders for items not normally stocked by the Company. Any such items would be specifically ordered for the Customer and will be held by the Company at the Customer’s risk and the Customer shall insure accordingly.
3. Company Obligations
3.1 The Company shall supply the Products and Services as detailed in the Service Order Form in accordance with these General 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 Form.
3.3 The Company will use reasonable care and skill in performing such installation/configuration and will perform such services within a reasonable time.
3.4 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.
3.5 Delivery will be to the address specified on the Service Order Form. 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. 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 notified to, invoiced and be payable by the Customer.
3.6 Unless otherwise stated elsewhere in these Terms and Conditions or in any applicable Product Terms, the Company’s guaranteed level of Internet related services availability is best efforts.
3.7 The Company will endeavour to carry out necessary network maintenance and support work outside of UK business hours (“Planned Outages”). We shall also endeavour to notify you of any Planned Outages at least five days prior to such work being carried out, although you accept that due to the nature of the Services, this may not always be possible. Wherever possible, we should ensure that there are no more than two Planned Outages per calendar month.
4. Customer Obligations
4.1 The Customer agrees to use the Company network only 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 is prohibited. Such prohibited transmission might include, but is not limited to: copyrighted material owned by a third party without their permission, material legally judged to be threatening or obscene, material protected by trade secret, whether or not the Customer was aware of the content of the material or of the relevant law.
4.2 The Customer hereby consent to our intermittent monitoring (whether authorised by statute or other legislation or otherwise) to ensure lawful use of the Services.
4.3 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.
4.4 The Customer further agrees to adopt all reasonably appropriate technical and organisational measures to prevent any unauthorised or unlawful access to the Customer’s own equipment (including your mail servers) and to prevent third parties from misusing the same for UCEs (unsolicited commercial e-mails), junk mail or other forms of “spam”. In the event that the Customer fails to take such measures and The Company or any other of its customers are “blacklisted” by any third party organisation due to default in this regard, the Company shall serve written notice to the Customer to comply with this Clause. In the event that the Customer fails to comply with such notice to the Company’s satisfaction within 48 hours, the Company shall be entitled to suspend the Services.
4.5 The Customer may use the Company’s network to access other Internet connected networks worldwide 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’s 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.
4.6 The Customer undertakes not to assign, re-sell, sublease or in any other way transfer the Company connection. Contravention of this restriction, successful or not, will result in the termination of the service by the Company, in which event the Customer is liable for a termination fee.
4.7 If the Customer wishes to reject Products (e.g. hardware) supplied by the Company, the Customer undertakes to do so by notice in writing to the Company within 7 days of delivery or collection of the Products giving detailed reasons for such rejection otherwise all Products shall be deemed accepted. Any payment, credit or refund following return of such rejected Goods to the Customer shall only be given once the same has been received by the Company from the manufacturer, supplier or insurer as the case may be. No Products shall be returned without the Company’s prior approval and the Company reserves the right to repair Products rather than accept their return.
4.8 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. The Equipment
5.1 Subject to receipt of any Connection Charge in advance, the Company will provide the Customer with Equipment necessary to enable the Customer to facilitate and enhance usage of the Services the Customer has ordered. This may include a welcome pack, a service receiving device, power adaptor, cables and a booklet and which may be sent to the Premises (or UK delivery address you provide during the ordering process) or to the Customer’s email address (as the Company deems appropriate) (the ‘Equipment’). The Company will advise the Customer of the Equipment to be provided and the Connection Charge for the Services during the ordering process.
5.2 The Equipment remains the Company’s property and is to be kept at the Customer’s premises. The Customer will need to take good care of all of the Equipment as if it is damaged in the Customer’s care while the Customer is receiving Services, the Customer may incur additional charges for repair or replacement. Please note the requirement for the Equipment to remain at the Customer’s premises whether or not the Customer leaves the premises or stops using the Services.
5.3 If the Customer’s or any other Equipment the Company provides in connection with the Services is faulty, the Company will repair or replace it, providing the fault is not caused by any act, omission or negligence while in the Customer’s care. Replacement items of Equipment are available on payment of the applicable Replacement Items Fees. The Customer will need to return any faulty or replaced items of Equipment. The Company will test the returned Equipment and verify the existence and/or cause of the fault. If the Equipment is proven to be not faulty, a service charge may be applied. If, in the reasonable opinion of the Company, the fault was caused by any act, omission or negligence while in the Customer’s care, then the Company will charge the Customer for any applicable Replacement Items Fee.
5.4 Except as expressly set out in these Terms, the Company will not be liable to the Customer for any loss or damage caused by the Customer’s installation or use of the Equipment or additional equipment.
6. Fair Usage
6.1 The use of the broadband service by the Customer will be monitored by the Company to ensure all customers are using the service in a responsible and fair manner. If the fair usage allowance is breached excessively by an individual customer then the Company reserves the right to initiate temporary actions as a prohibitive measure, these may include a letter of warning up to and including temporary suspension of service. In any event the Customer will be noted in writing about the action the Company will be pursuing. Fair usage is 100 gigabytes per month download.
6.2 Torrenting or illegal streaming of copyright material will result in an immediate removal of the Customer from the network and termination of service with the remainder of the contract paid immediately on termination.
6.3 The Customer may use the Company’s network and Services only for lawful purposes. The Customer may not use the Company’s network and Services:
1. In any way that breaches any applicable local, national or international law or regulation.
2. In any way that is criminal, illegal, unlawful or fraudulent, or has any criminal, illegal, unlawful or fraudulent purpose or effect.
3. For the purpose of harming or attempting to harm minors in any way.
4. To send, knowingly receive, publish, post, contribute, distribute, disseminate, collect, access, encourage the receipt of, use, upload, download, record, review or stream, use or re-use any material which does not comply with the Company’s content standards.
5. To transmit, or procure the sending of, any pyramid selling schemes or any unsolicited or unauthorised advertising or promotional material or any other form of similar solicitation (spam) (and should the Customer do so, the Company reserves the right to block any such materials or solicitation and treat such activity as a breach of this fair use policy).
6. To knowingly or negligently transmit any data, send or upload any material that contains viruses, Trojan horses, worms, time-bombs, keystroke loggers, spyware, adware, corrupted files, or any other harmful programs or similar computer code designed to adversely affect the operation of any computer software, hardware or telecommunications equipment owned by the Company or any other Internet user or person (except where the Customer passes samples of malware in a safe manner to appropriate agencies for the purpose of combating its spread).
7. To carry on activities that are in breach of any other third party’s rights, including downloading, installation or distribution of pirated software or other inappropriately licensed software, deletion of any author attributions, legal notices or proprietary designations or labels in any file that is uploaded, falsification of the origin or source of any software or other material or that fail to comply with the Data Protection Act 1998 when collecting or using an individual’s personal information as defined in that Act.
8. To monitor or record the actions of any person entitled to be in the Customer’s home or business premises without their knowledge or any person or thing outside of the Customer’s home or premises including, without limitation, any public highway or roadway or another person’s home or business premises.
9. To collect, stream, distribute or access any material that the Customer knows or reasonably should know, cannot be legally collected, streamed, distributed or accessed.
The Customer also agrees:
1. Not to reproduce, duplicate, copy, sell or re-sell any part of our website, network or Services.
2. Not to access without the Company’s permission, interfere with, damage or disrupt:
a. any code or any part of a Broadway Partners’ website;
b. any equipment or network which the Company’s Internet service, website or telephony service is provided from;
c. any software used in the provision of the Company’s website or Services; or
d. any equipment or network or software owned or used by any third party.
3. Not to do anything that may disrupt or interfere with the Company’s network or Services or cause a host or the network to crash.
4. Not to Launch “denial of service” attacks; “mailbombing” attacks; or “flooding” attacks against a host or network (including without limitation port scans, ping floods, packet spoofing, forged routing information, deliberate attempts to overload a service, or any otherwise unspecified form of “denial of service” attack);
5. Not to grant access to the Company’s Services to others not residing or located at the premises at which the Internet services are provided.
6. Not to make excessive use of, or placing unusual burdens on, the network.
7. Not to circumvent the user authentication or security process of a host or network.
8. Not to create, transmit, store or publish any virus, Trojan, corrupting programme or corrupted data using the Company’s network or Services.
9. Not to furnish false data on the Company’s on-line applications, sign-up forms or contracts, including fraudulent use of direct debit and bank account details or credit card numbers (and such conduct is grounds for immediate termination and may subject the offender to civil or criminal liability).
7.1 The Customer is responsible for protecting the Customer’s customer id and password(s) used to access the Company’s Services and the Customer’s account with the Company and for any authorised or unauthorised use made of the Customer’s password.
7.2 The Customer should not disclose his or her customer ID or password(s) to any third party. If the Customer does so, the Customer is responsible for their use of the account. If the Customer’s password is disclosed or used without the Customer’s consent, then the Customer must notify the Company immediately. The Customer must not use his or her customer ID or password(s) for any improper use of the Company’s network or to access or attempt to access other parts of the Company’s network or Services if the Customer does not have access rights.
7.3 The Customer is responsible for taking all reasonable steps necessary to prevent a third party obtaining access to the network.
7.4 It is the Customer’s responsibility to protect his or her computer from computer viruses, adware, malware and spyware by installing and updating adequate anti-virus and security software. The Company will not be held responsible for security breaches to your computer, its files, or applications.
7.5 The Company is responsible for retaining copies of his or her own data – The Company will not be responsible for the loss of any files or data.
7.6 The Customer must immediately advise us if he or she becomes aware of any violation or suspected violation of these Security provisions.
8. Responsibility for improper use
8.1 The Customer is responsible for all uses made of the Company’s Services through the Customer’s account (whether authorised or unauthorised) and for any breach of this fair use policy irrespective of whether an unacceptable use occurs or is attempted or is with or without the Customer’s knowledge and/or consent and whether or not the Customer carried out or attempted the unacceptable use alone, contributed to or acted with others or allowed any unacceptable use to occur by omission. The Customer agrees that the Company is not responsible for any of the Customer’s activities in using the network. It is the Customer’s responsibility to determine whether any of the content or communications accessed via the Company’s Services is appropriate for children or others in the Customer’s household or office to view or use.
9. Excessive usage
9.1 The Company does not have a traffic management policy (although it reserves the right to implement such a policy in the future, with or without notice as it deems appropriate). However, if (in its sole opinion at a magnitude in excess of 100gb per month) the Customer’s use of the Internet or the Company’s network or Services is so excessive that the Company’s other customers are being detrimentally affected, then the Company may give the Customer a written warning (by email or otherwise). If the levels of activity do not then decrease, the Company may suspend or terminate the Customer’s services, or require the Customer to subscribe to a higher grade of service.
9.2 If the Company reasonably believes that the Customer’s use of the Telephone Service, including, but not limited to, the total number of calls you make to UK numbers, is excessive and unreasonable, then the Company will be entitled, at its option, to impose limits on the free call service it offers to UK numbers and/or charge the Customer, at the standard tariff rate, for all the calls the Customer made to UK numbers, which are excessive and unreasonable compared to the number of calls reasonably expected of a customer using the Telephone Service for domestic purposes or “Home Working” (as defined in our standard terms and conditions ).
9.3 The Company will contact the Customer by phone or email, using the contact details he or she has provided to the Company to communicate the intention to charge for such calls before amending the Customer’s account operation. All call tariffs are published on the Company’s website.
10. Term and termination
10.1 These Terms and Conditions shall be deemed to have taken effect from signature and shall continue for the Initial Term. Thereafter, the General Terms and Conditions shall continue 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.
10.2 Either party may terminate these General Terms and Conditions forthwith on giving notice in writing to the other party if the other party commits any material breach of any term of these General 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 the other party’s intention to terminate).
10.3 Any termination of these General Terms and Conditions (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, you shall pay any and all charges due until the expiry of any such Initial Period.
10.4 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.
11.1 The Company warrants that we have the authority to license the Products and to provide the Services relating to these General Terms and Conditions.
11.2 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.
11.3 Except as expressly set forth in these General 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. Please note in particular, that without limiting the generality of clause 6.3, we do 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. We advise that you take legal advice as to your liability in relation to the transmission of viruses and other unwanted material and to refer to your insurers in relation to such matters.
11.4 The Customer acknowledges that software products are by their very nature susceptible to imperfections in operation and subject to Clause 7.1 no warranty is given in respect thereof.
11.5 The Customer agrees to indemnify and hold the Company harmless from any claim brought by third parties, alleging the use of the Company 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 all costs, damages, awards, fees (including reasonable legal fees) and judgements finally awarded against the Company arising from such claims. Furthermore, the Customer shall 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.
12. Limitation of liability and non-availability
12.1 Neither party excludes or limits its liability to the other for death or personal injury caused by its negligent act or omission.
12.2 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 recommended by the Company or agreed to by the Company in writing.
12.3 Subject to clause 12.1 our maximum aggregate liability for all claims made by you in relation to any Products or Services under a Service Order Form shall not exceed the charges paid under the applicable Service Order Form in the previous 12 months for those Products and Services against which the claim is made 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.
12.4 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.
12.5 The Company will use all reasonable endeavours to provide a prompt and continuing service. The Company will not be liable for any loss of data resulting from delays, non-deliveries, missed deliveries, or service interruptions caused by events beyond the control of the Company or by errors or omissions of the Customer.
12.6 The Customer acknowledges that the Company is not the manufacturer of any Products supplied hereunder. Save as expressly provided for in these General Terms and Conditions, the Company gives no warranties in relation to the Products and shall not be liable to you whether in damages or otherwise for any damage to or defect in the Products. You must rely solely on any warranties given to you by the manufacturer of the Products or as passed to you in accordance with Clause 11.2.
12.7 Unless the Company expressly agrees otherwise under a separate contract the Company is not responsible for the security of your own networks and/or systems and shall not be liable for unauthorised access thereto.
12.8 Notwithstanding any provisions of this Clause 12 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. 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 and shall be treated as one claim only.
12.9 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.
12.10 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.
12.11 Subject to Clause 12.1, the Company does not accept liability under or in relation to any Service Order Form 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 total loss.
12.12 Both parties expressly agree that should any limitation of liability clause or provision contained in these Terms and Conditions be held to be invalid under any applicable legislation (primary or otherwise) or rule of law by reason of some part of that clause or provision it shall, to that extent, be deemed omitted, but if the Company thereby becomes liable for loss or damage which would otherwise have been excluded or limited, as the case may be, such liability shall be subject to the other applicable limitations and provisions set out herein.
13. Fees and payment terms
13.1 The charges for Products and Services will be stated on the relevant Service Order Form. All charges may be varied by the Company on 30 days’ notice following the end of the Initial Term.
13.2 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 contract or the Company’s reasonable instructions from time to time or a failure of the Customer’s systems. The Company also reserves the right to charge the Customer if unable to provide the Products and/or Service due to third parties unconnected with us (including your old communications service provider) failing to provide the necessary information or services to enable the Company to provide the Products and/or Service.
13.3 If the Customer is not a credit account holder approved in writing by the Company, all invoices are payable before delivery of the Products and Services or immediately following submission of a pro forma invoice from the Company, whichever is the earlier. If the Customer is an approved credit account holder, then invoices are payable 14 days after invoice by way of direct debit unless otherwise previously agreed in writing.
13.4 Should the Customer request a credit account with the Company, the Company shall carry out all appropriate credit checks before such supply and the Customer shall provide all assistance and permissions reasonably required to carry out such checks. The Company shall provide a level of credit at its own discretion. Should the credit required exceed the credit limit agreed by the Company then any excess will become immediately payable or Products and Services may be withheld until payment has been received. The Company reserves the right at any time to change the Credit Account limit at its sole discretion. The Company reserves the right to cancel the contract without penalty at our sole discretion following receipt of the result of such checks.
13.5 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.
13.6 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 Customer.
13.7 Without prejudice to the Company’s other rights if the Customer fails to pay any amount on the due date:
(i) The Company shall have the right to cancel any contract made with the Customer and/or to suspend deliveries;
(ii) 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 amended and supplemented by the Late Payment of Commercial Debts Regulations 2002;
(iii) 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 overdue amounts;
(iv) the whole of the balance then outstanding to the Company by the Customer on any account whatsoever shall become immediately due and payable.
14. Title and Licensing
14.1 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 thereof. Title in the media on which the Software and Documentation are recorded shall only pass to the Customer on payment in full of the applicable Charges.
14.2 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 the Software and Products.
15. Trade Mark copyrights and patents
15.1 The Customer recognises the Company’s ownership of and title to all trademarks, service marks, trade names, patents, copyright and other intellectual property rights.
15.2 The Customer will take no action to violate, obliterate, remove, alter, conceal or misuse any such marks, trade name or copyright notice.
15.3 The Customer will promptly notify the Company if it becomes aware of any infringement of such intellectual property rights by any third party and shall provide its reasonable assistance to the Company and/or the manufacturer in connection with any resultant proceedings.
16.1 Either party may have access to or become aware of 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
16.2 The provisions of clause 16.1 shall not apply to Confidential Information that:
(i) 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,
(ii) 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,
(iii) 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,
(iv) is information required to be disclosed or retained by law or relevant regulatory authority.
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 telecommunication providers.
17.2 The Customer hereby warrants to the Company that the Customer has not been induced to enter into these Terms and Conditions by any prior representations whether oral or in writing, except as specifically contained in these Terms and Conditions 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 General 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 Either party may assign or sub-license the agreement to any associated company or body but shall not be entitled to assign, sub- license or otherwise transfer the General Terms and Conditions to any other party whether in whole or in part without the written agreement of the other party and such consent shall not be unreasonably withheld.
17.5 These Terms and Conditions together with the Service Order Form 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. No addition to or modification of any provision of these General Terms and Conditions shall be binding upon the parties unless made by a written instrument signed by a duly authorised representative of each of the parties.
17.6 If any provision of these General 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 These General 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 be determined by the English Courts and the parties hereby submit to the exclusive jurisdiction of the English Courts.
Annexe – Service information (forming part of the General Terms and Conditions)
The following sets out the principal service elements that will be provided to the Customer as part of the General Terms and Conditions. The Company reserves to revise these from time to time.
Fair usage policy: 100 gigabytes per month.
One TV style aerial or one 30, 40 or 50cm dish, TVWS or 5Ghz radio, adapter, WiFi router, brackets and clamps.
Prior to the Company accepting the Customer’s order, it will conduct a soft, computer simulated survey to confirm that service is able to be received by the Customer.
The Customer will receive a box containing the relevant preconfigured equipment, together with detailed instructions for mounting and terminating the equipment. Following physical installation, the Company will remotely assist the Customer to align the antenna and trouble shoot issues.
Trained Installer installation
An appropriate bracket will be supplied of the engineer’s choosing to mount the radio in a location of the engineer’s choosing to best supply the property with internet.
The engineer will run the cable via the shortest route clipping to the exterior of the building using clips, hiding cable in guttering or by running cable through an internal loft space.
Entry will be made into the property through a wall no deeper than 2 feet in thickness at a place of the Customer’s choosing within 20 meters of the radio mount point on the same building.
A loose 3 meter cable will be handed off to the Customer on the interior of the property and terminated into the router.
The service will be demonstrated as operational when the engineer completes a test to a speed test server matching the choice of package and shows the Customer the current date on the BBC website.
What is not included in either installation?
Training on using the internet or anything else related to the internet or computers. Configuration of customer devices.
Failed or Cancelled Installations
The Customer should cancel the installation no later than 24 hours before the given date/time. Failure to do so will result in a charge at the installation fee.
If the installation fails because of a fault of the Customer which can include refusing to allow the engineer to mount equipment the Customer will be charged for the visit at the installation fee.
If the installation fails because of an issue with the Engineer, the Customer will not be charged for the visit and a further visit will be scheduled.
If the installation fails because the Company cannot provide service, the Customer will not be charged and the Company will endeavour to find a remedy. The work-around may involve a bespoke solution such as a relay or a change in tariff.
If the installation fails completely or the Customer does not want the alternative provision the Company will refund the Customer’s money at the latest within 30 days.
Further Customer Obligations
The Customer or a representative of the customer should be present during the installation.
The engineer should be given unhindered access to all areas of the property and provided with a working electricity point in the vicinity of the router and cable entry point.
If asbestos or any other harmful materials are present the Customer must inform the Company and a copy of the asbestos/harmful materials register handed to the engineer prior to work commencing. If the installation is on a business premises the asbestos register must be submitted to the engineer prior to install. Failure to do so will result in a failed install.
The demarcation point for support and maintenance is the Customer router. Anything past the router is not supported. Testing will take place with a device plugged directly into the router via an Ethernet cable.
© Broadway Partners, 2018