Terms & Conditions
These terms and conditions apply to the Service(s), which you have ordered and which are shown on the Order Form.
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;
“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 minimum period of 12 or 24 months as specified on the Order Form or in your Order Confirmation Letter 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 8.00am – 8.00pm Monday to Friday, 9am – 6pm Saturdays and 10am – 6pm Sundays and 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;
“Order Confirmation Letter” the letter sent to a customer following an order placed online or via the telephone 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 or TV service;
“Service Commencement Date” has the meaning set out in Clause 5.2;
“Service Equipment” equipment owned by Us, including any routers, cables, set top boxes, tablets or other computer equipment, lines, ducts, connection points or other telecommunications apparatus, to be installed at the Premises in order to make Service available to you;
“Set Top Box” equipment owned by Us, to be installed at the Premises in order to make the TV Service available to you;
“Software” any software programmes including any upgrades of such software programmes provided as part of any Service Equipment or Set Top Box;
“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 Limited; and
“You” the customer entering into this Agreement.
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.
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.
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.
You may terminate this Agreement at the end of the Initial Period by giving us written notice no less than one month prior to the expiry of the Initial Period.
3. COOLING OFF PERIOD AND OTHER EARLY CANCELLATION
3.1 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).
3.2 If 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:
3.2.1 the 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 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
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:
TV Set Top Box £100.00
Modem / Router £70.00
Plume SuperPod £70.00 (per SuperPod)
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.
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.
We will comply with your reasonable requirements regarding access to the Premises, which you must notify Us of reasonably in advance of the installation of the Service Equipment.
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.
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
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.
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.
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
We shall provide the Service from the Service Commencement Date.
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
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
6.3.4 in 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.
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
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
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.
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.
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.
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.
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.
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.
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.
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
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.
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.
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
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.
You will inform us promptly of any change in your address, telephone numbers or any other details which you originally provide to Us.
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.
12.4 CREDIT CHECKING AND ACCOUNT COLLECTIONS
You agree to the disclosure by us of the following information to any telecommunications company, debt collection agency, credit reference agency, credit or fraud monitoring scheme, credit provider or security agency:
12.4.1 any information relating to your Contract with us including details of how you conduct your account and your obligations to us and your personal financial information;
12.4.2 any information which is covered by our registration under the Data Protection Act 1998 as amended from time to time; and
12.4.3 any information which we are required by an order of any court of competent jurisdiction or by statutory authority to disclose.
12.4.4 we may also use the information you supply to carry out credit checks to help decide whether to accept your application or future applications, and to verify your identity and to protect our legitimate interests. This may involve searching information held about you by licensed credit reference agencies who will record details of the search and your application.
12.4.5 we may use a combination of credit scoring and/or automated decision making systems when assessing your application.
12.4.6 if you proceed with an application we may subsequently disclose details to credit reference agencies of your Contract, the payments you make under it, account balances and information about any default, dispute, queries and debts. We may also disclose details of any reported change of address or changes of which we become aware. We may also check and share your details with fraud prevention agencies who will record details of any false or inaccurate information provided by you or where we suspect fraud.
12.4.7 the information may also be used by us, credit reference agencies and other organisations to:
220.127.116.11 help make decisions about other credit applications by you or other members of your household with whom you are linked financially; and
18.104.22.168 trace debtors, recover debts, prevent money laundering and to prevent and detect fraud.
12.4.8 information held about you by the Credit Reference Agencies may be linked to records relating to your partner. Under certain circumstances, you may be entitled to request that you and your partner are financially independent and your application may then be assessed without reference to any “associated” records, although you recognise that this may adversely affect the outcome of your application. You believe that there is no information relating to your partner that is likely to affect our willingness to offer financial services to you. You authorise us to check the validity of this declaration with credit reference agencies and if we discover any associated records, which would affect the accuracy of this declaration we may decide not to proceed with the application on this basis.
12.4.9 records held by fraud prevention agencies may also be shared with other organisations to help them make decisions on motor, household, credit, life and other insurance proposals and insurance claims, for you and members of your household.
12.4.10 if you do not become our Customer or if your application is declined we will continue to hold information about you for such period as we determine for the purposes of dealing with enquiries, complying with any legal obligation and for crime and fraud prevention and detection.
12.4.11 you can ask us at any time for details of the credit reference and fraud prevention agencies to whom your information is disclosed and from whom it was obtained however we will not be able to provide you with any information relating to reasons for your failure to pass the credit scoring or automated decision making systems operated by these agencies or other information held by such agencies. If requested we may be able to give you details of the sorts of information we take into account when assessing an application.
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.
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.
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.
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.
Installation Charges shall be invoiced at the end of the first Billing Period.
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.
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).
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.
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 of £5.00 will be applied to your account immediately the account becomes overdue.
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. A £10 charge will be applied to your account for any rejected or dishonoured cheques.
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.
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.
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.
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
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 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 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.
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
On termination of this Agreement, all outstanding Charges shall immediately be payable by you.
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.
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.
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
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.
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
Where We provide you with Software, all legal and beneficial rights in it remain our property or the property of our licensor.
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.
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.
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
We shall provide the Service using reasonable care and skill.
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.
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.
Neither party will be liable to the other under this Agreement in contract, tort (including negligence) or otherwise for or otherwise for any loss of revenue, business, contracts, anticipated savings or profits or any indirect or consequential loss, howsoever arising.
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.
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.
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.
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
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.
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.
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
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.
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.
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
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.
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.
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.
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
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.
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 HOUSE
If you are moving house 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. WightFibre requires you to give a minimum of 14 days notice of any move.
32. Specific Provisions Relating to the TV Service
The TV Service is only available to Customers who take an eligible Plan that includes all of the Broadband Service, Line Rental and the TV Service.
To receive the TV Service:
32.2.1. You must have a 16:9 screen ratio television with a HDMI connection. Please note we will not supply a television to you;
32.2.2. Youwill need a Set Top Box which we will sell or provide to you. We will tell you when you place your Order whether there is any applicable charge for the Set Top Box and / or any applicable charge for the relevant installation you have chosen.;
If prior to the Service Commencement Date you cancel your Contract for the TV service in accordance with the Consumer Protection (Distance Selling) Regulations 2000 and we have supplied you with a Set Top Box without charge, or if at any time your purchase a Set Top Box from us over the phone or from our Website and in accordance with the same regulations you cancel your contract for the purchase of that Set Top, you must return the Set Top Box to us undamaged and in its original packaging. If you have purchased the Set Top Box from us, we will issue you with a cheque refund within thirty (30) days of receiving the returned Set Top Box from you. This refund will only apply to the purchase price of the Set Top Box; we will not refund the cost of returning it to us unless it is faulty.
If you return the Set Top Box to us in accordance with clause 32.3 and have either failed to take reasonable care of the Set Top Box while it remained in your possession or you fail to return all the relevant cables and appropriate ancillary equipment or software supplied to you with the Set Top Box, we shall be entitled to debit your account (using the details that you provided to us with your Order) for the full replacement cost of such Set Top Box. To take reasonable care of the Set Top Box you shall retain and keep the original box and packaging for the Set Top Box in good condition and shall ensure that the Set Top Box is stored in accordance with the manufacturer’s recommendations.
We will repair or replace a Set Top Box if it becomes faulty during your Initial Period, unless either: (i) you leave us before the end of your Initial; or (ii) you are responsible for the fault (including without limitation as a result of your failure to follow the manufacturer’s instructions or your mis-use or alteration of the Set Top Box without our approval). In that case you must pay for a new Set Top Box in order to receive the TV Service.
You may only record content provided to you via the TV Service using the Set Top Box. You must not: (i) make unauthorised or unlawful recordings of any programme content provided via the TV Service; (ii) reproduce any recording made using the Set Top Box; (iii) re-distribute or re-broadcast any programme content provided via the TV Service; or (iv) subvert or attempt to subvert any security mechanisms in the Set Top Box or applied to the TV Service or any content provided over such service.
We shall not be responsible for the loss of any content you may have recorded or have scheduled to record at any time, including without limitation where: (i) you have your Set Top Box repaired or replaced at any time; or (ii) we require you to return your Set Top Box to us for any reason; or (iii) we upgrade the Software on the Set Top Box at any time.
You acknowledge we are entitled to prevent the copying of any part of the TV Service and to delete or disable playback from your Set Top Box any recordings which may have been made by you lawfully, but which are from channels you no longer subscribe to or any recordings which you have made more than six (6) months previously.
Although we make reasonable efforts, we cannot guarantee the accuracy or completeness of any interactive content that we provide to you, such as the Electronic Programme Guide. The content provided over our TV Service may not be suitable for viewing or use by persons of all ages. It is therefore your responsibility: (i) to set up and maintain parental controls or other similar such features as may be available via the TV Service; and (ii) to ensure that any content viewed or used is suitable for those viewing or using it (including children). We are not responsible for this.
We aim to provide a continuous, high-quality service, but we do not guarantee either the quality of the TV Service or that it will be available at all times. In particular, you accept that some or all of the services you may receive from Us may also at times be degraded to some extent for reasons outside our control (eg atmospheric conditions) and not all the features and content of the TV Service will be available. Accordingly, you accept that while we shall try, as soon as reasonably practicable, to fix any errors or faults that may affect either the TV Service or any of your other Services, our only responsibility to you in respect of any such errors or faults will be where you are unable to use any of the Services for more than 24 hours in which case our maximum responsibility to you will be to reimburse such part of the relevant monthly subscription fee for the relevant Tariff Plan as is proportionate to the time during which the affected part of such Services was unavailable for your use. If you purchase and pay for any pay-per-view content and the viewing quality of it is materially affected by any error or fault in our TV Service or Broadband Service then we shall reimburse or credit to your account the charges for such content provided there is reasonable evidence of such degraded viewing quality. Please also note that you must contact us to claim any such credit within thirty (30) days of the date you tried to view the relevant content.
Any part of the TV Service including, without limitation, programme content and availability of the TV Service is subject to change by us or any relevant third party supplier without notice and we shall not be liable for any failure to transmit any selected programme advertised in any publication or advertisement.
We may improve, modify or otherwise alter any part of the TV Service and any content for any of the following reasons including but not limited to, if the programming or content provided to us by any of our programme providers is altered; if we decide that the TV Service should be altered for reasons of quality of service or otherwise to benefit our customers; if we need to alter the TV Services for technical or regulatory reasons; or if we need to alter the TV Services because capacity is not available to provide certain services.
Notwithstanding clause 7 below, the TV Service is only intended for home use. You agree to only use the Set Top Box (and/or any other related technology or equipment) and the Software in your home or in such other premises (as we may expressly agree with you) for the purpose of viewing television, movies and any other digital media content that may be delivered to the Set Top Box by Us or any other content providers. You must not display any programme content in retail, business or commercial premises or for any business or commercial purposes.
33. Internet Access
Internet access is for private use by you and members of your household. It must not be used for any activities not reasonably expected of someone using internet access for domestic purposes, for example whilst a reasonable amount of working from home is expected, your usage should be within what would be reasonably expected from a residential customer and we have no liability for any business losses you may suffer.
34. Use of Services
You are responsible for the way the equipment and services are used. You must not do any of the following acts or allow anyone else to do the following acts in relation to the equipment and/or services:
- send a message or communication that is offensive, abusive, defamatory (damages someone’s reputation), obscene, menacing or illegal;
- cause annoyance, nuisance, inconvenience or needless worry to, or infringe the rights of, any other person;
- perform any illegal activities;
- break, or circumvent, (or attempt to do so), the security of our network, equipment, content, hardware or software;
- deliberately receive, use, own, post, make available, transmit or publish, offensive, harmful and/or illegal material (including images of child abuse);upload, download, post, publish, make available or transmit any information, content, material or software that is protected by copyright or other ownership rights of another person (or company) without the permission of its owner;
- copy, distribute, make available, attempt to disassemble, decompile, create derivative works of, reverse-engineer, modify, sub-license, or use for any other purposes any software or equipment we provide except:
i) as set out in Section W in respect of open source software; and
ii) that you may make a back-up copy of the software we provide for your personal use; or
- use any of the services in a manner not consistent with reasonable residential domestic use
- use any Internet Protocol (IP) address that we have not assigned to you. Put simply, you may not use the services to harm the service of another internet user or impersonate another user, whether on our network or external to our network. You acknowledge that we may change your Internet Protocol (IP) address from time to time without giving you notice as part of managing our network and providing services to our customers;
- use the services in a way that:
- i) risks degradation of services to other customers;
- ii) puts our network at risk;
- iii) is not in keeping with that reasonably expected of a residential customer; and/or
- iv) breaks the law or infringes the rights of any other person.
The following acts are also not permitted:
- Copying or recording all or any part of the services except as may be permitted by law (and if this kind of copying becomes illegal in the future you must stop doing it); re-selling, or making any charge for watching or using, all or any part of the services; and/or showing all or any part of the services to the public even where no admission fee is charged; re-sell or sharing use with neighbouring households even for free
- If we believe that you are using the services in any of the ways set out above and consider it to be a serious issue, we are entitled to reduce, suspend and/or terminate any or all of the services without giving you notice. Where we do reduce or suspend the affected service we will reinstate the service if we have been able to resolve the issues with you within a reasonable time but we will need your reasonable co-operation to do so. We will terminate the services and agreement with you where this is not possible or if we consider, acting reasonably, that your breach is sufficiently serious and requires us to terminate the agreement. We may also immediately terminate the services we provide you and this agreement where we reasonably consider your misuse to be very serious or harmful to others.
- We reserve the right to remove by immediate notice material placed on our servers by you or other users which we, in our reasonable opinion, believe breaks this agreement.
- You agree to take responsibility for all liabilities, claims and losses which are in any way connected with you misusing the services, or with getting the services without our permission, and to repay fully any costs or losses of this kind which we may suffer. This also applies if you do not meet your responsibilities under this Section.
- Unless we advise you otherwise, please take reasonable steps to make sure that, while it is not in use, the electricity supplied to the equipment (such as the set top box or hub) is not turned off and that it is in standby or rest mode, as this allows us to send important updates (for example security updates) to the equipment.