Terms and Conditions
These terms and conditions apply to the Service(s), which Business Customers have ordered and which are shown on the CSA Form.
1. Definitions
1.1
In this Agreement the words and expressions listed below shall have the following meanings:
“Agreed Delivery Date” the proposed date from which the relevant Service(s) will be provided to you;
“Agreement” the contract made between you and Us and which incorporates.
- (a) The Order Form;
- (b) These terms and conditions.
- (c) The Price List;
- (d) Any documents referred to in any of these terms and conditions and/or the Order Form; and
- (e) Any other document that the parties agree in writing shall form part of this Agreement.
“Apparatus” any of your apparatus (other than the Service Equipment) which is located at the Premises and which you use in conjunction with the Service;
“Associated Company” our ultimate holding company (if any) or any direct or indirect subsidiary thereof as defined by Sections 1159 of the Companies Act 2006;
“Billing Period” a monthly period for calculating Usage Charges as stipulated by Us;
“Call Out Fee” the charge referred to in clause 4.6 below and as specified in our Price List;
“Charges” any or all of the Installation Charges, Total Monthly Rental, Usage Charges and any other charges or fees payable under this Agreement as the context shall require;
“Cooling Off Period” means the period described in clause 3.1 below (in the case of individuals);
“Customer Service” the customer services telephone help desk which We run for the purpose of dealing with requests for Service and other enquires; and the Customer Service telephone number is as set out in the Order Form or is such other number as We shall notify you of from time to time.
“Initial Period” the period stated as the minimum period on the Order Form commencing on the date of this agreement;
“Installation Charges” the installation charges payable by you in connection with the installation of the Service as set out in our Price List or as otherwise specified in this Agreement;
“Licence” the licence or authorisation granted to Us under Communications Act 2003 (as amended, modified or substituted from time to time);
“Normal Working Hours” the working hours which We normally operate being 9.00am – 5.30pm Monday to Friday excluding bank and public holidays in England;
“Order Form” the customer order form which is attached to these terms and conditions, and which forms part of this Agreement and which is signed by you, and which details the Services which We will provide and other relevant information;
“Premises” The premises or location at which the Service is or will be provided;
“Price List” our published charges for providing the Service as current from time to time;
“Service” a direct or indirect telecommunication access service, the indirect access service using a WightFibre Ltd access code to route calls from the Premises over another operator’s exchange lines to our System;
“Service Commencement Date” has the meaning set out in Clause 5.2;
“Service Equipment” equipment owned by Us, including any routers, cables, lines, ducts, connection points or other telecommunications apparatus, to be installed at the Premises in order to make Service available to you;
“Software” any software programmes including any upgrades of such software programmes provided as part of any Service Equipment;
“System” the telecommunication system, (other than Service Equipment) capable of delivering or making available the Service and which is run by Us under the Licence;
“Total Monthly Rental” the total monthly rental for the Equipment as specified in our Price List;
“Usage Charges” our applicable usage charges for provision of the Service as specified in our Price List or as otherwise specified in this Agreement or as amended from time to time;
“We” or “Us” means WightFibre Ltd; and
“You” the customer entering into this Agreement.
1.2
In this Agreement any undertaking by you, not to do any act or thing shall be deemed to include an undertaking not to permit or suffer the doing of that act or thing.
1.3
In this Agreement the expressions “you” and “We” and “Us” shall include our and your respective successors and permitted assigns and our and your respective duly authorised employees and agents.
2. DURATION
2.1
Unless otherwise stipulated this Agreement shall come into force immediately and shall continue for the Initial Period (and any extensions thereof under this Agreement) until terminated in accordance with clause 2.2, clause 3 or clause 16 below.
2.2
You may terminate this Agreement at the end of the Initial Period by giving Us written notice not less than 30 days prior to the expiry of the Initial Period. If you do not give us written notice to terminate this Agreement at the end of the Initial Period, this Agreement will automatically extend for a further period equal to the length of the Initial Period.
3. COOLING OFF PERIOD AND OTHER EARLY CANCELLATION
3.1 If you are an individual, you may cancel this Agreement within 7 working days from the date of this Agreement. If you wish to cancel you need to do so in writing to Us at our address specified in the Order Form (or, if we provide you with an email address for this purpose, by email). If you are a limited company or other corporate body, you do not have any right to cancel this Agreement under this clause 3.1
3.2 If (in the case of individuals after the Cooling Off Period) you tell Us that you wish to cancel the Service and this is prior to the Service Commencement Date We may, without prejudice to our other rights, accept such cancellation provided that you reimburse all our reasonable costs incurred including without limitation:
3.2.1the cost of work done installing the Service Equipment and/or the Software; and
3.2.2 where applicable, costs which are not reasonably recoverable in respect of the installation of Service Equipment but which were procured in furtherance of this Agreement and
3.2.3 where applicable, the cost of removing the Service Equipment from the Premises.
3.3 If you wish us to commence providing the Service within the Cooling Off Period, you will need to instruct us in writing.
3.4 If you are an individual, nothing in this clause 3 or elsewhere in this Agreement affects your statutory rights.
3.5 Provision of the Services may be subject to a site survey at the Premises to our satisfaction. If in our sole discretion the findings of any survey undertaken by Us or on Our behalf are not satisfactory, we shall be entitled to terminate this Agreement and we shall have no further liability to you whatsoever. We shall notify you as soon as reasonably practicable if we decide to cancel this Agreement pursuant to this clause.
4. ACCESS AND INSTALLATION
4.1
If, on termination of this Agreement, you fail to give WightFibre access on reasonable notice and at a reasonable time (9am-5pm) Monday to Friday to recover any Service Equipment, you must return it to Us within 7 days of termination at your own expense. If you fail to return any Service Equipment to Us the following charges will become applicable. Charges will be equivalent to the cost of replacing the Service Equipment.
4.2
Before and after installation of any Service Equipment you shall at your expense:
4.2.1 Provide suitable accommodation and environment for the Service Equipment.
4.2.2 Provide the electric power required by Us to install test and maintain the Service Equipment.
4.2.3 Provide a suitable and safe working environment for our employees or subcontractors when they are working at the Premises.
4.3
After installation of the Service Equipment, you shall be responsible for putting items back and any making good required including redecoration and the replacement of fixtures and fittings.
4.4
We will comply with your reasonable site regulations or other requirements regarding access to the Premises, which you must notify Us of reasonably in advance of the installation of the Service Equipment.
4.5
You shall ensure full and convenient access for Us to the Premises at all reasonable times so that We can undertake any survey which we may require in connection with the Services and carry out our obligations under this Agreement. We will carry out work during Normal Working Hours but may on reasonable notice require you to provide access at other times. You shall allow Us access at other times without notice, for example in an emergency. If at your request, We work outside our Normal Working Hours, We may raise additional charges, which will be notified to you in advance.
4.6
If we have agreed a date and time for installation of any Service Equipment and at that date and time we are unable to gain access to the Premises for any reason (other than a reason which is our fault), then we reserve the right to charge you a Call Out Fee.
5. SERVICE COMMENCEMENT DATE
5.1
We will notify you by telephone or in writing of the Agreed Delivery Date for the Service. We will try to ensure that the Service can be provided by the Agreed Delivery Date specified to you in accordance with this clause but We accept no liability for any loss or damages you may suffer if We fail to meet the Agreed Delivery Date.
5.2
After installation of the Service Equipment We shall carry out tests to ensure that it is ready for use and that the Service We have agreed to provide can commence. The Service Commencement Date shall take place on the earlier of (a) the date when We notify you that the Service is ready for use whether or not you actually use the Service for any reason or (b) the date when you begin to use the Service.
5.3
Acceptance of the Service and/or Service Equipment shall not be prevented by minor faults, which do not impair the performance of the Service or Service Equipment, but We shall correct any minor faults within a reasonable time from our being made aware of such faults.
6. PROVISION AND USE OF SERVICE
6.1
We shall provide the Service from the Service Commencement Date.
6.2
You shall only use the Service in accordance with the relevant provisions of any Licence, any direction of the Director General of Telecommunications or other competent authority any licence granted thereunder which governs the running of a telecommunications system by you, and any reasonable instructions from Us
6.3
You shall not use any Service or allow any Service to be used;
6.3.1 To send a message or communication which is or is intended to be a hoax call to an emergency service or is of a defamatory, offensive, abusive or obscene or menacing character, or
6.3.2 to cause annoyance, inconvenience or needless anxiety to anyone, or
6.3.3 to violate or infringe any rights of any third party, or
6.3.4in such a way as to constitute a violation of any laws or regulations of any country, or
6.3.5 in any manner, which is not allowed under this Agreement; or
6.3.6 in contravention of our fair usage policy as stipulated by Us from time to time.
6.4
You shall indemnify and keep Us indemnified against all liabilities, claims, damages, losses and costs howsoever arising from any use in breach of this Clause 6.
7. USE OF SERVICE EQUIPMENT
7.1
You shall be responsible for the safe use of Service Equipment after delivery to or installation by Us at the Premises and in particular (but without limitation) you shall:
7.1.1 house and use the Service Equipment in accordance with instructions as We may notify to you from time to time;
7.1.2 keep the Service Equipment at the Premises at all times and shall not move such Service Equipment at any time save where the Service Equipment is specifically designed to be portable;
7.1.3 not add to, modify, or in any way interfere with or impair the performance of Service Equipment;
7.1.4 not remove tamper with or obliterate any words or labels on Service Equipment or any part of it, including, without limitation, any identification mark(s) showing that it is our property;
7.1.5 permit Us to test the Service Equipment at all reasonable times and to disconnect and remove the Service Equipment when the Service is terminated.
8. OWNERSHIP OF AND RESPONSIBILTY FOR SERVICE EQUIPMENT
8.1
If We do not install the Service Equipment then acceptance of such Service Equipment by you shall take place when you take delivery of possession of the Service Equipment.
8.2
If We post or deliver any Service Equipment to you and it arrives damaged, you must tell Us within 5 working days of its arrival.
8.3
Risk in the Service Equipment passes to you at the time of delivery. You shall be responsible for the Service Equipment whilst it is in your custody and shall be liable for any loss or damage to Service Equipment (except in so far as it can be shown that any such loss or damage is attributable to our negligent act or omission). You shall notify Us immediately of any loss or damage to the Service Equipment.
8.4
The Service Equipment belongs to Us at all times and shall appear in your books in our name. You are not allowed to sell it or give it away, or use it as security for a loan or allow it to be taken by anyone to repay a debt, or let anyone else keep it. On all occasions when the ownership of the Service Equipment is relevant you shall make third parties aware that the Service Equipment is our property.
8.5
In the event of threatened seizure of the Service Equipment, or if any of the events listed in Clause 16.3.4 shall take place, you shall immediately notify Us and We may take action to repossess the Service Equipment.
9. APPARATUS
9.1
You shall ensure that the Apparatus is modified, programmed and connected as required for use of the Service. Unless otherwise agreed, you shall be responsible for procuring the connection of the Apparatus to our Service Equipment.
9.2
You shall ensure that all Apparatus shall at all times conform to the relevant standard or approval for the time being designated under the Communications Act 2003 (as amended or substituted from time to time), and complies with the conditions of such standard or approval and with any reasonable requirements that you are notified of by Us.
9.3
We may disconnect any Apparatus if you do not fulfil your obligations to obtain approvals and licences under this Agreement or if, in our opinion, it is liable to cause damage to our property or that of any third party or the death of, or personal injury to, any person or materially impair the quality of any telecommunication service provided by means of our System.
10. REPAIR AND MAINTENANCE
10.1
We cannot guarantee that the Service, including the Service Equipment supplied as part of a Service, will never be faulty. If you experience a problem you must notify our Customer Service by telephone of the nature of the problem. We will endeavour to respond to you within four hours of such notification. If We identify a fault in any Service Equipment We shall either repair or replace the equipment or any part of it as soon as reasonably practicable.
10.2
If We need to carry out repairs or maintenance at the Premises, We shall, where it is reasonably practicable, carry out such repairs or maintenance at a time previously agreed with you. If it is not reasonably practicable for a prearranged time to be agreed or in the absence of agreement We shall be entitled to carry out such work at a time notified by Us to you. We may interrupt the Service in order to carry out repairs and maintenance but shall use reasonable endeavours to ensure minimum disruption to the Service and in any event shall ensure that you are given the maximum period of warning practicable in the circumstances.
10.3
In the following cases We may charge reasonable additional charges calculated by reference to the cost of materials and to our then applicable man-hour rate for time expended:
10.3.1 where We carry out work or provide replacement parts in connection with faults to Service Equipment which do not result from fair wear and tear or faulty manufacture or design
10.3.2 where We respond to a fault report and no fault is found to exist or the fault reported is caused by someone other than Us remotely configuring Service Equipment or arises from misuse; incorrect environmental conditions including incorrect temperature and humidity levels; mains electrical surges or failures; lightning damage; electromagnetic interference; any other accidental or deliberate damage;
10.3.3 where performance of our obligations is made more difficult or costly by a breach of your obligations under this Agreement;
10.3.4 where We are unable to get access to the Premises or Service Equipment;
10.3.5 where We work at your request outside our Normal Working Hours;
10.3.6 where We replace or provide additional wiring and cabling;
10.3.7 where, in our reasonable opinion, any fault in the Service and/or the Service Equipment has occurred as a result of your failure to comply with any of Clauses 6, 7 or 9.
11. RELOCATION OR RECONFIGURATION
If you request Us to change the location of the Service Equipment or any part of it and We agree to such request then We may charge reasonable additional charges calculated by reference to the cost of the materials and to our then-applicable man-hour rate for time expended in carrying out such changes or reconfiguration.
12. PROVISION OF INFORMATION
12.1
You will promptly provide Us (free of charge) with all information and co-operation, which We may reasonably require from time to time to enable Us to proceed uninterrupted with the performance of our obligations under this Agreement.
12.2
You will inform Us promptly of any change in your address, telephone numbers or any other details which you originally provide to Us.
12.3
In order for Us to investigate abuse of our System, you will co-operate in allowing Us to examine any records relating to the use of the Service or to the Service Equipment connected to the Service.
13. CHARGES
13.1
In consideration of the provision of the Service you shall pay to Us such Charges as shall be applicable to the Service as specified in the Order Form and/or in our Price List.
13.2
We may increase the Usage Charges at any time. We will take reasonable steps to notify you of any increase to Usage Charges, if reasonably possible prior to their change, and details will be made available at our Customer Service.
13.3
On or after signing the Order Form, We may need to obtain further information from you in order for Us to configure the Service or Service Equipment (as the case may be) We shall make a reasonable charge for such configuration, to be calculated by reference to the cost of materials and to our applicable man-hour rate for time expended.
13.4
Unless otherwise stated, the Charges and other amounts payable under this Agreement do not include Value Added Tax (VAT). You shall be liable for VAT thereon at the prevailing rate from time to time.
14. PAYMENT
14.1
Installation Charges shall be invoiced at the end of the first Billing Period.
14.2
Usage Charges shall be payable in arrears in respect of all usage of Service (whether with or without your authority and without reference to the actual user of the Service. Usage Charges shall be calculated by reference to data recorded or logged by us or, where applicable, supplied to Us by another network operator, and not by reference to any data recorded or logged by you. Usage Charges due shall be invoiced at the end of each Billing Period.
14.3
Unless otherwise specified in this Agreement, payment of the Charges and any other sums due under this Agreement shall be made within 14 days from the date of invoice. If you fail to make payment within this period (or any specified period) We shall have the right to require you pay all sums due under to us on demand. Payment of the Charges and all such other sums shall be made in full (without any set-off, deduction or withholding whatsoever).
14.4
Payment of all Charges and other sums due under this Agreement shall be made by direct debit (on completion of an appropriate mandate), cheque or such other method as We may reasonably specify from time to time.
14.5
Without prejudice to our other rights, We reserve the right to charge a late payment fee for invoices which remain unpaid after the due date as printed on the invoice, these charges are set out below:
A late payment administration fee equal to a percentage of the outstanding debt calculated on that debt at 3% above the base rate of the Bank of England at the date that the invoice becomes overdue.
14.6
An administration fee of £10 will be applied to your account if a request to your bank for a Direct Debit payment is rejected due to lack of funds or cancellation without prior written notice to WightFibre Ltd. A £10 charge will be applied to your account for any rejected or dishonoured cheques.
15. DEPOSIT
15.1
Prior to the Service Commencement Date, We may require a deposit, and, if so, We will notify you in writing. In the event that you fail to make payments in accordance with Clause 14, without prejudice to our rights in Clauses 16 and 18, We reserve the right at any time to require a deposit in such amount as We shall notify you of in writing.
15.2
Twelve months after the date of your making a deposit, We will either credit the deposit to one of the invoices payable by you for
the Service, or We will refund the deposit by cheque, in either case, subject to deductions in respect of any amounts then payable by
you under Clause 14 or any other cost or liability incurred by Us as a result of your failure to comply with this Agreement.
16. TERMINATION
16.1
Except as otherwise provided in this Agreement, this Agreement may be terminated at any time by either party, giving to the other not less than one month’s prior written notice provided that if you terminate this Agreement before expiry of the Initial Period, the provisions of Clause 17.2 shall also apply.
16.2
You may terminate a particular Service on giving one month’s written notice to Us (whether or not during the Initial Period) in the event that We give notice of any change to these terms and conditions pursuant to Clause 27.1. Any notice to terminate under this Clause 16.2. must be given to Us within 14 days of the date of our notice to you pursuant to clause 27.1 and must refer to the relevant notice of change of Charges or these terms and conditions given by Us. For the avoidance of doubt, the provisions of clause 17.2 do not apply if you properly terminate this Agreement under this clause 16.2
16.3
Without prejudice to our other rights, We may terminate this Agreement on giving written notice to you, taking immediate effect if:
16.3.1 you fail to make any payment when it is due under this Agreement or any other agreements made between you and Us and/or you and an Associated Company after receiving five workings days’ written notice to do so; or
16.3.2 you provide Us or have provided Us with false, inaccurate or misleading information for the purposes of obtaining the Service; or
16.3.3 We have reasonable grounds to suspect fraud or misconduct in connection with your use of the Service or by any other third party whatsoever, with or without your knowledge or approval; or
16.3.4 if you are an individual, a bankruptcy petition is presented or order made against you or if you propose or enter into any individual voluntary arrangement or if you undergo any similar insolvency procedure; or
16.3.5 if you are a corporate body, a receiver or administrative receiver is appointed over any of your assets, or a voluntary arrangement is approved or an administration order is made, or an undertaking or a resolution or petition to wind up is passed or presented (otherwise than for the purpose of reconstruction or amalgamation) or if any circumstances arise which entitle the court or a creditor to appoint a receiver, administrative receiver or administrator or to present a winding up petition or make a winding up order in respect of you; or
16.3.6 our Licence is revoked or amended (and not replaced by an equivalent licence or right) so that We are not permitted by law to provide the Service.
16.4
Without prejudice to any other rights, either party (“terminating party”) may terminate this Agreement on giving written notice to the other (“defaulting party”), taking immediate effect if the defaulting party commits a breach of any material obligation under this Agreement and (in the case of a remediable breach) fails to remedy the breach within one month of receiving written notice to do so.
17. CONSEQUENCES OF TERMINATION
17.1
On termination of this Agreement, all outstanding Charges shall immediately be payable by you.
17.2
If this Agreement is terminated, after the date of this Agreement and before expiry of the Initial Period (but subject to clause 3), by:
17.2.1 you pursuant to Clause 16.1, or
17.2.2 Us pursuant to Clauses 16.3 or 16.4,
you shall pay Us, in addition to amount payable under clause 17.1 above, an amount equal to the aggregate of the Total Monthly Rental for the unexpired period of the Initial Period.
17.3
Upon termination of this Agreement for any reason you shall:-
17.3.1 immediately cease to use the Service; and
17.3.2 where applicable, permit or procure permission for Us to gain access to the Premises during our Normal Working Hours for the purpose or removing any Service Equipment in accordance with Clause 4.1.
17.4
The provisions of Clause 17 shall survive termination of this Agreement. Termination or expiry of this Agreement shall not affect the provisions of Clauses 21, 22, 23, 30 and 31 which shall continue to apply.
18. SUSPENSION OF SERVICE
18.1
We may at our sole discretion suspend immediately the provision of the Service until further notice on notifying you either orally (confirming such notification in writing) or in writing if:-
18.1.2 We are instructed or requested to do so by the Government of the United Kingdom, an emergency services organisation, or other competent authority; or
18.1.3 You prevent or delay repair or maintenance from being carried out and, in our sole opinion; such action would prevent the satisfactory provision of the Service. In this event the Service shall be suspended until you enable Us to carry out such repair or maintenance.
18.2
Any suspension of the Service shall not exclude our right subsequently to terminate this Agreement.
19. RECONNECTION OF SERVICE
If We suspend the Service as a result of your breach, fault or omission and We subsequently agree to reconnect the Service, you shall pay any reconnection charge We may reasonably specify in respect of the Service or, if no such charge is so specified, you shall reimburse Us for all reasonable costs and expenses incurred in suspending and recommencing provision of the Service.
20. MONITORING OF CALLS
In order to monitor and to continually improve the level of the service provided to you, We may from time to time monitor or record
telephone calls made between you and Customer Services.
21. SOFTWARE AND COPYRIGHT IN DOCUMENTS
21.1
Where We provide you with Software, all legal and beneficial rights in it remain our property or the property of our licensor.
21.2
We grant you a non-exclusive non-transferable licence to use the Software for the purpose for which it is intended and for no other purpose. You shall keep the Software and any other operating manuals and other documentation confidential, and shall not disclose them other than to your employees, agents or contractors who need to use them for their intended purpose. You shall ensure that such employees, agents and contractors abide by the provisions of this Clause 21.
21.3
Save to the extent permitted by applicable law, You shall not copy, modify, adapt, translate, reverse engineer, decompile or disassemble the Software or create any derivative work based thereon or merge or include the Software with or in any other software, nor copy the operating manuals or documentation, without our prior written consent.
21.4
Copyright in all documents, drawings and information supplied to you in connection with this Agreement shall remain vested in Us or the copyright owner. Such documents, drawings and information shall not be copied, disclosed or used (except for the purpose for
22. WARRANTY/ LIMITATION OF LIABILITY
22.1
We shall provide the Service using reasonable care and skill.
22.2
Notwithstanding any other provisions in this clause 22, no party’s liability is excluded or limited for death or personal injury resulting from its negligence, for a breach by that party (where applicable) of its statutory duties under the Consumer Protection Act 1987, for fraudulent misrepresentation or in relation to any other liability that may not by applicable law be excluded or limited.
22.3
Unless otherwise expressly stated, each party’s obligations under this Agreement is limited to £1 million for one event or series of related events and £2 million in total for all events arising in any twelve month period and for the avoidance of doubt the parties acknowledge that the limitations on liability set out in this clause have been negotiated between the parties and are regarded by the parties as being reasonable in all the circumstances.
22.4
Neither party will be liable to the other under this Agreement in contract, tort (including negligence) or otherwise for
22.4.1 any loss of revenue, business or contracts;
22.4.2 loss of anticipated savings;
22.4.3 loss of or harm to goodwill or reputation;
22.4.4 loss of profits (whether direct or indirect);
22.4.5 lost or wasted management time;
22.4.6 loss of, corruption of or damage to data or other electronically stored information;
22.4.7 any indirect or consequential loss, howsoever arising.
22.5
Neither party will be liable to the other for any failure to comply with its obligations under this Agreement to the extent that this liability arises as a result of the failure by the other party to fulfil its obligations under this Agreement.
22.6
Except as expressly provided for in this Agreement, all warranties, conditions and other terms implied by statute or common law are excluded from the Agreement to the fullest extent permitted by law.
23. NOTICES
23.1
Any notices to be given under this Agreement shall, unless otherwise expressly stated, be in writing and shall be given by hand or sent by first class prepaid post or facsimile transmission as follows:
23.1.1 to Us at our Customer Service address shown on the order form or on your last bill, or at any other address We give to you;
23.1.2 to you at the billing address specified by you in the Order Form or such other billing address as you may notify Us in writing from time to time.
23.2
Any notice sent by first class post shall be deemed (in the absence of evidence of earlier receipt) to have been delivered two days after its despatch. Any notice given by facsimile transmission shall be deemed to have been delivered on the next working day following transmission (provided that a confirmation slip of the fax is sent by first class post as soon as possible after the fax is sent).
24. ASSIGNMENT/SUBCONTRACTING
24.1
You shall not assign or delegate all or any of your rights or obligations under this Agreement without our prior written consent, such consent not to be unreasonably withheld.
24.2
We shall have the right to assign or transfer all or any of our rights and obligations under this Agreement to any person save that where that person is not an Associated Company We shall notify you prior to exercising that right of transfer.
24.3
We may subcontract any of our obligations in this Agreement.
25. FORCE MAJEURE
Neither party shall be liable to the other under this Agreement, for any loss or damage which may be suffered by the other party due to any cause beyond the first party’s reasonable control including without limitation any act of God, exceptionally severe weather, flood, drought, lightning or fire, strike, lock-out, trade dispute or labour disturbance (other than those of the parties), war, military operations, acts of terrorism or riot, failure or shortage of power supplies, disruption of the internet, internet virus or hacking, server failure (other than those of the parties), or the act or omission of government, any governmental body or authority, highways authority or other telecommunications operators or administrators.
26. ENTIRE AGREEMENT
26.1
This Agreement represents the entire understanding between you and Us in relation to its subject matter and supersedes all prior agreements, understandings or arrangements made by either party, whether oral or written.
26.2
Any terms and conditions (including dates) on any purchase order or other document whatsoever which you issue in connection with this Agreement shall not be binding on Us nor be used to interpret this Agreement.
26.3
Each party acknowledges that it is not entering into this Agreement in reliance on any representation of the other except those contained in this Agreement and in the event of misrepresentation (other than fraudulent misrepresentation) the only remedy available shall be a claim for breach of contract.
27. CHANGES TO THESE CONDITIONS
27.1
If during the term of this Agreement We send to you a revised version of these standard conditions together with a notice stating when they will come into force, you will be deemed to have accepted those revised conditions with effect from such date, unless you elect to terminate this Agreement in accordance with Clause 16.2.
27.2
We shall have the right by notice in writing to you to change this Agreement at any time so as to comply with any regulations or other requirement applicable to or imposed upon Us under our Licence or by any competent authority.
27.3
Except as stated in Clauses 27.1 and 27.2 above, this Agreement may only be changed if such change is in writing and signed by a duly authorised representative of each party.
27.4
If you wish Us to provide services additional to the Services and/or to provide services at Premises other than those identified in the Order Form, We will provide such services under a new agreement and without prejudice to the continued operation of this Agreement.
28. NO WAIVER
Failure by either party to exercise or enforce any right conferred by this Agreement shall not be deemed to be a waiver of any such right nor operate so as to bar the exercise or enforcement thereof or of any other right on any later occasion.
29. SEVERABILITY
If any provision of this Agreement shall be found by any court or administrative body of competent jurisdiction to be invalid or unenforceable such provision shall be severable from this Agreement and the invalidity or unenforceability of such provision shall not affect the other provisions of this Agreement which shall remain in full force and effect.
30. GOVERNING LAW AND DISPUTE RESOLUTION
This Agreement shall be governed by and interpreted in accordance with English law, and the parties hereby submit to the non-exclusive jurisdiction of the English courts.
31. MOVING PREMISES
If you are moving Premises you must contact us to arrange for our support of your move. Your contract will continue, providing your new address is within an area serviceable by WightFibre Ltd. WightFibre Ltd requires you to give a minimum of 14 days notice of any move.
