In these General Terms and Conditions of Business the following words and phrases shall have the following meanings;
“Acceptable Use Policies” means the policies set out on the Company’s Web Site relating to the use of the Services, as modified or amended from time to time;
“Account” means the Customer’s account with the Company for provision of the Services;
“Broadband” means the broadband service
“Business User” means a Customer who uses the Services and/or Equipment in the course of any trade or business;
“Charges” means the charges payable by the Customer in return for the Services and/or Equipment in accordance with Clause 8;
“Company or Supplier” means Urban Network UK Limited
“Company’s Web site” means the Web site at https://www.urbannetwork.co.uk, and references to “our Web site” shall be construed accordingly.
“Customer” means the person, group of persons or other entity whose name and address is or are set out in the Customer Application;
“Partner” means a customer who has been granted partner status after the successful completion of a trade application and either acts as a sales agent, reseller or wholesale customer. The term Partner shall not be seen as the creation of a legal entity and liability and assets remain distinct between the two parties.
“Customer Application” means the application form for the supply by the Company of the Equipment and/or Services, completed by, or in accordance with an order from, the Customer;
“Equipment” means the equipment specified on the Customer Application;
“Insolvency” means in relation to the Customer any of the following (as relevant): the appointment of any nominee, trustee, supervisor, administrator, administrative receiver, receiver or liquidator pursuant to the Insolvency Act 1986 (as modified, amended or replaced from time to time); or the entry into any compromise or arrangement with its creditors or if it commits any act of bankruptcy; or if an order is made or effective resolution is passed for its winding up (except for the purposes of amalgamation or reconstruction of a solvent company); or the occurrence or sufferance of anything equivalent under any jurisdiction other than England or Wales and “Insolvent” shall be construed accordingly;
“Law” means the law of England and Wales, in force from time to time, and shall include (without prejudice to generality of the foregoing) all criminal law, laws relating to intellectual property and all laws, rules and/or regulations relating to the publication or transmission of information or data in electronic form. References to “Law” shall be construed accordingly;
“Location” means a single telephone line or ISDN channel;
“Minimum Cancellation Notice Period” means the minimum period of notice that a Customer must give the Company to terminate a specific Service or this Agreement, as set out in the General Terms and Conditions of Business and/or Specific Terms and Conditions;
“Minimum Service Period” means the minimum Service Period as set out in Clauses 3.2 and 3.3 or the Specific Terms and Conditions;
“Name” means any name specifically requested by or allocated to the Customer for the provision of the Services and includes any User Name, Internet domain name or electronic mailbox name;
“Network Connection” means an Internet access service for use by multiple machines;
“Password” means a password issued to the Customer for the Customer’s access to the Services;
“Price List” means the Company’s price list relating to the Equipment and/or Services set out on its Web site, as amended from time to time;
“Service Period” means the period of an individual Service provided in accordance with this Agreement;
“Service” means a service provided by the Company to enable the Customer to gain access to the Internet (and other services and facilities provided by the Company in connection with that service as described at http://www.vaioni.com), as are specified on the Customer Application, and described in the Company’s literature at the date of completion of the Customer Application together with all services and/or facilities referred to in any Specific Terms and Conditions; All references to “Services” shall be construed accordingly;
“Goods” means the products or subject matter of the relevant order of sale.
“Specific Terms and Conditions” means the Company’s specific terms and conditions (if any) applicable to any part of the Services referred to on the Customer Application;
“The Supplier” or “we” means the Company Urban Network UK Limited Group Limited, and references to “our” shall be construed accordingly;
“User Name” means any user name allocated to the Customer for access to the Services;
“You” means the Customer, and references to “your” shall be construed accordingly.
2. The Services
2.1. We shall provide you with the Services and/or the Equipment subject to the terms of this Agreement
2.2. You can place your order for Equipment and/or Services by Completing the appropriate order form.
2.3. We shall not be obliged to provide the Services and/or Equipment to you unless and until;
a) we have sent written notice to you (either by post, fax or e-mail) of our acceptance of the Customer Application; and
b) we have received any initial Charges due from you in respect of the Services and/or Equipment. Acceptance of the Services and/or Equipment by you constitutes your automatic acceptance of the terms and conditions of this Agreement.
2.4. We will provide you with transit and routing services for e-mail and general Internet access. We will (in consideration of the Charges) deliver IP packets to the Customer network boundary only and will not be, or be held responsible for, the transit, routing and delivery of IP packets to individual workstations on the Customer network.
2.5. We will endeavour to ensure that the Services are of a high quality. In order to maintain the quality and safety of the Services, and any other services which we provide to our customers, we may from time to time:
a) Suspend, close down or restrict the whole or any part of the Services in order to carry out emergency or other repairs, maintenance and/or improvements or to prevent overload of the network or to preserve the safety, security or integrity of the Services and any Internet traffic conveyed (although we will give you as much notice as is reasonably practicable before doing so and will endeavour to carry out such works during the relevant scheduled maintenance periods as published by The Supplier); and/or
b) Give you instructions on how to use the Services. You agree to comply with any instructions we may give you in accordance with this Clause.
2.6. We will notify you as soon as possible if either we or our agents, employees, representatives or anyone else involved in providing the Services and/or the Equipment, require access to your premises, to install the Services and/or the Equipment or to carry out repairs, maintenance or upgrades. Where such notice is received by you, you agree to grant The Supplier and/or such other persons referred to, access to your premises. We will meet your reasonable requirements, and you agree to meet ours, concerning the safety of people on your premises.
2.7. We may make software available to you that enables you to use the Services. This software must not be copied or modified by you or anyone else unless allowed by Law. You undertake and agree that you will access the Services only via use of this software, or in an alternative way permitted by The Supplier, and you will not attempt to circumvent any security measures inherent in the Services. Where such software is owned by or licensed to The Supplier, we will, where possible, grant you a revocable, non-transferable, non-assignable, non-exclusive license to use it for the duration of the Agreement (or, if shorter the duration of any licence of the software to The Supplier). Where the use of such software by you requires you to enter a separate licence you agree to do so.
3. Services Period
3.1. We will activate the Services, as soon as possible following completion of the matters referred to in Clause 2.3 above.
3.2. Subject to Clause 3.3 or where otherwise specified in the Specific Terms and Conditions or otherwise agreed between the parties (for example, as set out in the agreed Customer Application), and except where terminated or suspended in accordance with this Agreement, the Services will be provided for a Minimum Service Period of 3 months from the date of activation.
3.3. Unless otherwise terminated or suspended in accordance with this Agreement all Services shall be provided for a Minimum Service Period of 12 months or whatever is stated on the order form from the date of activation.
3.4. Unless otherwise agreed the contract start date on WAN solutions and solutions, in general, will begin from the activation date of the last installed and activated service.
3.5. On expiry of the periods referred to at Clauses 3.2 or 3.3 above (as appropriate) the Services will, unless terminated on or before the date of such expiry, automatically will renew equal to the original contract term until terminated pursuant to this Agreement.
4.1. We aim to provide the Services for the relevant Service Period. However, we may have to modify, suspend, vary or discontinue the whole or any part of the Services (including, without limitation, any codes or access details or technical specifications associated with the Services) and will endeavour to give you as much notice as is reasonably practicable if we need to do so.
4.2. We may have to change the terms and conditions of the Agreement. Where this is necessary we will endeavour to publish details of all changes on https://www.urbannetwork.co.uk before they take effect.
4.3. We will endeavour to let you know about any change referred to in Clause 4.2 at least one month before it happens. However, if we need to make changes, as soon as possible, for regulatory or legal reasons, we may be unable to meet that timescale. In those circumstances, we will let you know about any changes as soon as we can.
4.4. If we have made a change to your significant disadvantage and you decide to terminate this Agreement early with the written consent of The Supplier and before expiry in Clause 4.6, you will not have to pay Charges in relation to the Services, for the remainder of the Minimum Cancellation Notice Period.
4.5. The Customer may not at any time, change, transfer or sell a service provided by Urban Network UK Limited which is still under contract or has outstanding liabilities without the written consent of The Supplier. If a service is transferred or sold to another business, the business must apply for an account to The Supplier in the first instance and will be subject to a new contract of at least 12 months.
4.6. These terms and conditions herewith supersede automatically, without signature, any previous terms and conditions that have been issued to you or that you have signed. It is, therefore, your responsibility to check the Terms and Conditions on our Website from time to time to ensure that you agree with them. Any clarification or dispute required on these terms must be provided in writing within 72 hours of issue of these terms.
5. Conditions of Use
5.1. You agree that you will promptly provide The Supplier with all information that we may reasonably require in order to provide the Services and perform all of our other obligations under this Agreement.
5.2. You agree that you will be responsible for all use of the Services and (unless, we have agreed to supply it as part of the Equipment) for providing a computer, modem, and all additional equipment and/or services (including, without limitation, a telephone line, if required), and for obtaining any permits and/or licences which are necessary for connecting to, and accessing, the Services. You agree that you are responsible for complying with all terms and conditions (including, without limitation, terms of payment) relating to any telecommunications service which is required by you to access the Services.
5.3. You are responsible for ensuring that the Services and/or Equipment are used in accordance with the Agreement. If you breach the Agreement we may, in our sole discretion, either:
a) suspend or terminate this Agreement and/or any of the Services without notice or refund;
b) make an additional charge; or
c) block access to any part of the Services.
5.4. If, while using the Services, you discover that another person is using the Services, and failing to do so in accordance with the Agreement, you must inform The Supplier immediately.
5.5. You agree that you will, at all times and for whatever purpose, use the Services and/or the Equipment in compliance with all Laws.
5.6. In addition to Clause 5.5, you agree that you will not use, and will take all necessary precautions to ensure that nobody else uses, the Services and/or the Equipment:
a) fraudulently or in connection with any criminal offence;
b) to send, knowingly receive, upload, download, or use any material which is offensive, abusive, indecent, defamatory, obscene or menacing, or in breach of copyright, confidence, privacy or any other rights;
c) to cause annoyance, inconvenience or anxiety;
d) to “spam” or to send or provide unsolicited advertising or promotional material or, knowingly to receive responses to any spam, unsolicited advertising or promotional material sent or provided by any third party;
e) in any way which, in our opinion, is or is likely to be detrimental to the provision of services to you or any of our customers, or to our business and/or reputation;
f) in contravention of any licences or third party rights, or in contravention of our Acceptable Use Policies; or
g) in a way that does not comply with any instructions provided to you;
5.7. You may use the Services to link to other networks worldwide, provided that you comply, at all times, with any policies and/or terms and conditions imposed by the operators of such other networks.
5.8. Except where otherwise provided in any Specific Terms and Conditions:
a) your Account may only be used to gain access to the Internet by either:
(i) a single person, from up to two Locations at different times; or
(ii) more than one person from a single computer
b) your Account may not be used by more than one person dialling in from different Locations but using the same User Name; and
c) we cannot allow any form of network access through a single user dial-in account.
5.9. You agree that you will not perform or allow anyone else to perform any unauthorised IP or Port multicasting, spoofing, broadcasting, vectoring, filtering translation or routing.
5.10. You agree to:
a) keep any records of your User Name(s) and/or Password(s) in separate places and take all necessary steps to ensure their security;
b) keep your User Name(s) and/or Password(s) private and confidential and ensure, at all times, that it (or they) do not become known to anyone else
5.11. You agree that you will notify The Supplier immediately if you become aware of any change in circumstances which may lead you to believe that your User Name(s) and/or Password(s) have become known to anyone else.
5.12. You agree that we may, from time to time, and, where possible, on giving you reasonable notice, suspend and/or change your User Name(s) and/or Password(s). You also agree that you will not change or attempt to change your User Name at any time.
5.13. Any managed hardware, and/or routers, which you purchase from The Supplier, will be tested by The Supplier and configured to meet your basic network and Internet specifications. We cannot support any alterations to the configuration of such Equipment and any such alterations will invalidate our support obligation (if any) relating to such Equipment.
5.14. Title to any Equipment, which we have agreed to sell to you, will remain with The Supplier unless and until you have paid all sums due to The Supplier in respect of such Equipment.
5.15. Any fault with the Services and/or the Equipment, which you detect must be reported to The Supplier as soon as possible either:
a) by telephone on 020 7749 6899;
b) by e-mail sent to helpdesk(at)urbannetwork.co.uk;
c) online at www.urbannetwork.co.uk; or
d) to such other telephone number or email address or at such other Web site as we may notify to you from time to time for this purpose.
5.16. You agree that we may, at any time, scan any IP addresses allocated to you for anything which may affect the security of the Services (including open relays and/or open proxies or equivalent).
5.17. If, as part of the Services, you are provided with Web space to enable you to upload your own Web sites:
a) You are responsible for (and will hold The Supplier harmless against) any and all costs, claims, losses, expenses, damages, awards, proceedings, demands and other liabilities (howsoever arising) in connection with any material that either you or anyone else puts on your Website(s); and
b) Your contact details must be clearly visible on your Website(s) and updated as soon as possible after any change.
6.1. In the event that we provide you with domain name services, the following provisions will apply:
a) You confirm that you are the owner of, and/or that you have full rights to use, any trade (or other) name or mark, or any Name, requested by or allocated to you.
b) We cannot guarantee that any Name requested by you will be available or approved for use.
c) If we have reasonable grounds to believe that the use by you of any Name is or would be in breach of Clause 6.1 above, we may refuse to allocate or cease to provide you with the Name, and ask you to choose a replacement.
d) Internet domain names are registered and/or provided to you in accordance with all terms and conditions issued by the regulatory body responsible for the maintenance of such domain names including, but not limited to, Nominet, Network Solutions, EurID and Melbourne IT, copies of whose terms and conditions are available at:
(i) http://www.nominet.org.uk/; and
(ii) http://www.networksolutions.com/en_ US/legal/static-serviceagreement.jhtml ; and
(iii) http://www.eurid.eu/en/general/launch; and
(iv) http://www.melbourneit.com.au/policie s/gtldtermcond.php3.
6.2. You agree that all static IP addresses are allocated to you on a rental-only basis and will remain our property at all times.
7. Intellectual Property Rights
7.1. If, in our opinion, the display of any material or information, provided by you, is or would be in breach of any rights (including intellectual property rights) in that material or information, we may refuse or terminate such display.
7.2. You agree that, all copying, redistribution or publication of any material or information subject to any rights (including intellectual property rights) of a third party will be carried out by you (or on your behalf) in accordance with all relevant Law.
8.1. Any payment terms will be confirmed in writing on the invoice, Maintenance Contract or order form or any other official document from The Supplier, before any goods/services are to be delivered /completed to /for the Customer. However, as a guide, The Supplier requests all Capex/Goods charges to be made payable immediately via BACS, CHAPS or cheque and any Opex/Services to be paid in advance either quarterly or annually via Direct Debit only upon The Supplier issuing a valid invoice to the Customer.
8.2. Any credit facilities (normally 30 days from the date of invoice) will be agreed by The Suppliers Accounts department and if agreed will be activated after the first invoice payments are made to The Supplier. Any credit facilities granted may be withdrawn with no notice.
8.3. Signatures from the Customer and ideally The Supplier must be present on all documents where applicable before there are any proceedings of deliveries.
8.4. The payment terms must be adhered to fully by the Customer, in order to avoid services becoming void or restricted and to avoid any interest charges or administration charges incurable on the Customer’s outstanding balance. An outstanding balance refers and relates to the entire Customer account as a single entity and is not specific to any one particular contract or service.
8.5. The interest that is chargeable on the Customer’s outstanding balance will be the current rates according to the late payment of commercial debts (interest) Act 1998.
8.6. The administration cost that is chargeable on the Customer’s outstanding balance will be £50.00. This charge will be presented upon the THIRD (final) reminder notice, but will only be added if the specified date for the final payment is not adhered to. The final payment date will be on the THIRD (final) reminder notice.
8.7. All goods/services that are not fully paid for at the time of delivery/completion remain the property of The Supplier until they are paid for in the specified time given to the Customer.
8.8. The Customer agrees that The Supplier or its representatives may enter the Customer’s premises at any reasonable time in order to recover goods originally supplied by The Supplier for which payment is outstanding beyond any previously written, agreed credit term.
8.9. The customer accepts all risks and liability in connection with all goods that are in the possession of the Customer or at the Customer’s property and the Customer agrees to ensure that they are fully insured in this regard.
8.10. Any goods that are damaged or stolen while in the possession of the Customer are solely responsible for the recovery and insurance of the damaged/stolen goods, regardless if the goods are paid for in full or are not paid for in full by the Customer.
8.11. When the Customer pays for all payments in full, they will be notified in writing that all payments have been completed.
8.12. All methods of payment are subject to conditions and The Supplier may refuse payment terms at any time. The Customer may be subject to payment of a security deposit or to payment, prior to Activation, of all Charges due in respect of the Initial Term. Any security deposit paid by Customer to The Supplier shall be held as security for payment of the Charges and of any other amounts due under this Agreement. On termination of a Contract or this Agreement, The Supplier may apply the security deposit against any amounts owed by The Customer to The Supplier, with the balance being refunded to The Customer. Security deposits paid by Customer shall not attract interest.
8.13. Where Customer disputes any amount due under an invoice, The Customer shall notify The Supplier in writing within five (5) Working Days of date of issue of the relevant invoice, such notification to provide a detailed account of why the invoice is disputed, including all calculations, and:
8.14. The undisputed sum shall be payable in accordance with Clause 8.1 and 8.2 and the parties shall act in good faith and use reasonable endeavours to resolve the disputed sum within ten (10) Working Days of notification of the dispute by Customer; and
8.15. If the dispute is not resolved within the ten (10) Working Day time period, The Supplier may exercise all rights and remedies at law or hereunder including but not limited to suspension of the Service.
8.16. The Supplier will also charge for debt collection should it be necessary, following failure to pay by Customer. This will be carried out by an agency registered with the Office of Fair Trading. In this event, The Customer accepts additional charges will be levied.
8.17. Where a Customer refuses to or cannot pay for valid and in or out of contract services for whatever reason, The Supplier has full rights to pursue the Directors and/or Shareholders of the Customer to pay for any outstanding debts on invoices. All Directors and/or Shareholders have full responsibility to pay for any outstanding debts to The Supplier.
8.18. All amounts payable by you in accordance with the Agreement shall be exclusive of Value Added Tax (“VAT”), or any other applicable tax or duty, which shall be payable in addition to all such amounts due from you.
8.19. You agree that you will notify The Supplier as soon as possible of any change in your credit/debit card or bank account details. Should you terminate Services in accordance with this Agreement, it is your responsibility to terminate any standing order or Direct Debit with your bank.
8.20. Charges, payment terms and contract start dates for any individual service type starts from the live or activation date Urban Network UK Limited issue you irrespective of when you begin to use the service or when you signed and placed the order. This also includes where Urban Network UK Limited are in supply of the hardware as we cannot guarantee stock or delivery times as they are beyond Vaioni’s control. However, we will endeavour to keep adequate stock and delivery on-time to avoid extensive delays.
9.1 You agree that, in view of their nature, your use of the Services is at your sole risk. Whilst we will endeavour to ensure that the Services are of a high quality, neither we nor any of our agents, contractors, licensees, employees or information providers involved in providing the Services, give any guarantee that the Services will be uninterrupted or free from error. Where necessary for commercial, technical or other reasons
a) A network or service provider connected to the Services may suspend or terminate its connection to the Services; and
b) the Services may suspend or terminate their connection to another network or service provider.
9.2 You agree that any such suspension or termination referred to above will not constitute a breach by The Supplier of the Agreement and that the Services are provided on an “as is” basis without guarantee of any kind.
9.3 You further agree that the Supplier will not be held liable for any costs, expenses, losses, damages or other liabilities (howsoever arising) which you may incur as a result of a suspension of the Services in accordance with Clause 2.5(a) above.
9.4 You acknowledge that the Internet is separate from the Services and that use of the Internet is at your own risk and subject to any applicable Laws. We have no responsibility for any goods, services, information, software, or other materials which you may obtain from a third party when using the Internet.
9.5 You also acknowledge that we may exercise editorial control over the content of our servers, but that we do not have the resources to ensure, nor are we capable of checking, the full content of our servers at all times. Neither we, nor any of our agents, contractors, licensees, employees and information providers, involved in providing the Services, are able to control the content of the Internet. You, therefore, agree that we shall not be held responsible for the publication, transmission or reception of any defamatory material or information of any kind, other than information which is inserted by The Supplier. You specifically acknowledge that we have given no warranties as to the quality, content or accuracy of information received through, or as a result of the use of, the Services.
9.6 You agree and acknowledge:
a) that you are in a better position than The Supplier to foresee and evaluate any potential damage or loss which you may suffer in connection with the Equipment and/or the Services and/or any other service provided to you under the Agreement;
b) that we cannot adequately insure our potential liability to you; and
c) that the sums payable by you under the Agreement have been calculated on the basis that we shall exclude liability in accordance with the Agreement.
9.7 In no circumstances whatsoever will we be liable to you (whether in contract, or for breach of duty, or negligence or otherwise) for any indirect, incidental or special loss or damage or any loss of business or of contracts, profit, opportunity, goodwill, reputation, or anticipated savings, or for any loss or corruption of data which arises out of or in connection with any use of, or inability to use, the Services and/or the Equipment.
9.8 In any event:
a) Our liability to you for any failure of the Services or other events in any Minimum Cancellation Notice Period shall not exceed the Charges payable in respect of such Minimum Cancellation Notice Period.
b) Our aggregate liability to you of any sort (including for breach of contract and negligence) in connection with this Agreement shall not exceed the amount of Charges paid by you to The Supplier in accordance with this Agreement.
9.9 Nothing in this Agreement will limit our liability under Part I of the Consumer Protection Act 1987 or for death or personal injury caused by our negligence.
10.1 You agree that you will be responsible for and hold The Supplier and our agents, contractors, licensees, employees and information providers, involved in providing the Services and/or Equipment, harmless from and against any and all losses, claims, damages, costs, demands, expenses and other liabilities which we suffer as a result of any breach by you of the terms of this Agreement, and from and against any claim brought by a third party alleging that the use of the Services and/or the Equipment, by you or under your Account, has infringed any intellectual property or other rights of any kind, or any applicable legislation or regulation (whether international or domestic) but excluding any liability which we face as a result of criminal prosecution.
10.2 You agree to pay all costs, damages, awards, fees (including legal fees), judgements and other sums awarded against or agreed to be paid by, The Supplier in relation to such claims referred to at Clause 10.1 above. You further agree that you will, as soon as possible, notify The Supplier of, and forward to The Supplier all correspondence received by you in relation to, such claims.
10.3 You also agree that we shall have full authority to defend, compromise or settle such claims referred to at Clause 10.2 above and that you will, at your expense, provide The Supplier with all reasonable assistance necessary to defend such claims.
10.4 You agree that you are entirely responsible for any form of automated dialling system which you have set up (including, but not limited to, the reliability of such system and any call costs which may be incurred as a result of its use).
10.5 You agree that the configuration of your internal network remains your responsibility. Any interruption to the Services resulting from such configuration shall not be regarded as an interruption in or suspension of the provision by The Supplier of the Services.
10.6 You agree that any equipment connected to or used with the Services will bear the European Consumer Equipment Standards “CE” mark. You will be responsible for ensuring that all such equipment is technically compatible with the Services and is used in compliance with all relevant instructions and safety and security procedures.
10.7 Vaioni’s support engineers will diagnose the fault remotely. Customer shall carry out all checks requested by Urban Network UK Limited to help diagnose and resolve a fault, including but not limited to first-line checks, such as checking router status – power, carrier (Sync or CD light etc.), testing with new cabling and filters as necessary, rebooting site equipment and removing faceplate on BT NTE5 master sockets. Additional checks, such as plugging a PC or laptop directly into the NTE may be necessary. Customer shall provide all assistance and carry out all checks requested by Urban Network UK Limited promptly and in accordance with Vaioni’s reasonable instructions.
11. Suspension and Termination
11.1 You agree that we may suspend or terminate the Services and/or your Account and/or terminate the Agreement at any time, without prior notice or refund to you, and without affecting any of our accrued rights or claims, either:
a) where we reasonably believe that the Services are being used in breach of Clauses 5.5, 5.6 or 5.9;
b) for non-payment (when due) of the Charges or any other sum due from you under the Agreement or any other agreement with The Supplier;
c) for any other material breach of the Agreement by you;
d) where you have breached the Agreement in any other way on three or more occasions; or
e) where you are or you become Insolvent or suffer any distress or execution or other legal processes to be levied or enforced or sued upon or against any part of your property, assets or revenue and which is not discharged or stayed within 7 days, or you cease or threaten to cease to carry on business. You also agree that where this Agreement or your Account is terminated for any reason the Services will automatically terminate.
11.2 If your communications network does not conform to the standards set out in Clause 5.6, to either our or any of our other customers’ detriment we may, without prejudice to our other rights under Clauses 5.3 and 11.1, suspend your access to the Services until you have given a suitable undertaking as to use.
11.3 You acknowledge and agree that our resources, used in providing the Services, are limited and that any reckless or wasteful use of the Services by you may affect those resources and the services provided to our other customers. You agree that we may suspend or terminate your access to the Services where we decide, acting reasonably, that you are using the Services in a reckless or wasteful manner.
11.4 You agree that, notwithstanding the provisions of Clauses 3 and 11.1 (but without affecting our other rights to terminate under this Agreement), we may terminate all or any of the Services at any time, on 14 days’ notice, and on repayment to you of a proportion of the Charges which reflects the period agreed for provision of the Service(s) which has yet to expire at the point of termination. Any refund that is due to you, will be made by The Supplier following the cancellation of the Service(s), and will be made direct to your credit card or bank account (notified to The Supplier for this purpose) by BACS transfer. Should you fail to provide suitable bank or credit card details to allow a refund to be made, you will lose the right to such refund.
11.5 Any suspension of the Services by The Supplier in accordance with this Agreement will not constitute a termination of the Agreement and we may require you to pay a reconnection fee to recommence the Services together with the relevant Charges.
11.6 You may terminate all or any of the Services, at any time after the Minimum Service Period, subject to the Minimum Cancellation Notice Period. Should you wish to terminate a Service in accordance with this Clause, you must do so online at via email to it.operations(at)urbannetwork.co.uk or, where Internet access is unobtainable, give written notice to The Supplier. Where you terminate within the Minimum Service Period you will be liable to pay the Charges due in respect of that Minimum Service Period in a one-off payment.
11.7 The Supplier will acknowledge Customer’s cancellation notice within five (5) Working Days and notify Customer of any final charges or outstanding balance on Customer’s account. If Customer does not receive acknowledgement within five (5) Working Days, Customer must contact The Supplier to confirm that the cancellation request has been received.
11.8 We may terminate all or any of the Services by notice equal to the Minimum Cancellation Notice Period (to expire at any time on or after the Minimum Service Period) without The Supplier incurring any liability.
11.9 Unless otherwise stated in the Specific Terms and Conditions or cancellation forms, the Minimum Cancellation Notice Period is 90 days for Ethernet and 30 days for broadband & all other services (to expire at any time after the Minimum Service Period).
12.1 We may transfer, assign or sub-contract the whole or any part of our rights and obligations under the Agreement. You agree that you will not assign, sub-contract, sell, transfer, lease, licence or charge by way of security any of your rights or obligations under the Agreement. Breach of this restriction in any way (whether successful or not), will result in your Account being terminated.
13. Personal Data
13.1. You agree that both we and our employees may hold all names and other information in the Customer Application, in a computerised database. You agree that such data may be processed and may, in certain circumstances, be supplied to and processed by our Suppliers, to enable the provision and maintenance of the Equipment and/or Services.
13.2. If you request an IP assignment of eight or more real IP addresses, we may add your contact details to the Reseaux IP Europeens database
13.3. You acknowledge that we may, from time to time, be required under regulations and/or legislation to co-operate with and/or disclose data to, government or other bodies and/or authorities.
14. Force Majeure
14.1. You agree that we shall not be liable for any and all losses, (including loss of data) damages, costs, claims and other liabilities which arise as a result of any delay or interruption in, or any non-delivery, or missed delivery or failure of the Equipment and/or Services due to circumstances beyond our or any of our Suppliers’ reasonable control (including, but not limited to, fire, lightning, explosion, war, disorder, flood, industrial dispute, sabotage, weather conditions or acts of local or central Government or other competent authorities).
14.2. Should any event, referred to at Clause 14.1 above, continue for more than 90 days, then either we or you may terminate the Agreement forthwith.
15.1. Neither failure nor delay by either you or The Supplier in exercising any of your or our rights under the Agreement shall amount to a waiver of any such right, or operate so as to bar the exercise or enforcement of such right at any time in the future.
16.1. The Supplier agrees that The Partner may resell the Services or use the Services as a basis for the provision of services in each case to its own Customers (“End Users”). In all such cases, the provisions of this Clause 16 shall apply.
16.2. Nothing shall require The Supplier to deal directly with End Users. Partner shall not pass The Supplier contact and support details to End Users and all communications relating to the installation, operation and maintenance of the Services or otherwise in connection with this Agreement shall be solely between The Supplier and Partner.
16.3. Partner shall procure compliance by End Users with the terms of this Agreement and shall be liable for any acts or omissions of such End Users which contravene such terms.
16.4. The Partner acknowledges that all and any claims in respect of the Services lie solely between The Supplier and Partner and Partner shall indemnify The Supplier in full in respect of:
a) all claims, actions and/or proceedings in contract, tort (including negligence) or otherwise brought or threatened against The Supplier by End Users (“Claims”)
b) in respect of all liabilities, damages, costs (including legal costs), losses and expenses incurred by The Supplier directly or indirectly in connection with such Claims.
16.5. Subject to Clause 16.6, The Supplier agrees that it shall not during the term of any Contract relating to an End User solicit or endeavour to entice away from Partner the business or custom of that End User with a view to providing services that replace or compete with the services provided to End User by Partner.
16.6. Nothing in Clause 16.5 shall prevent or prohibit The Supplier from, nor shall The Supplier be in breach of any provision of this Agreement in:
a) soliciting the business or custom of End Users through promotions or general advertising campaigns;
b) providing services to an End User, in response to a request from that End User to do so; and/or
c) soliciting and/or endeavouring to entice away the business or custom of an End User where Partner is in breach of the terms of this Agreement or a Contract and/or The Supplier has a right to terminate this Agreement or a Contract.
16.7. Partners acting as Sales Agents or Dealers will receive commissions upon receipt of a correct invoice and paid in arrears based upon the same billing cycle as the end customer.
16.8. Partners acting as Resellers or Wholesale Customers shall be responsible for billing the end user and liable for all debts incurred as part of the service supplied to the End User.
16.9. In the event of an act of Insolvency, The Supplier reserves the right to transfer Customer relationships from the Partner to The Supplier directly, thus making the End User a Direct Customer.
16.10. In the event that two consecutive outstanding invoices relating to a single service remain unpaid then The Supplier reserve the right to transfer Customer relationships from the Partner to The Supplier directly, thus making the End User a Direct Customer.
16.11. In the event that three or more invoices relating to a single service are paid greater than seven days late in any twelve-month rolling period then The Supplier reserve the right to transfer Customer relationships from the Partner to The Supplier directly, thus making the End User a Direct Customer.
16.12. In all cases the Partner will remain liable for all debts incurred should either 16.9, 16.10 and 16.11 be invoked.
16.13. The Supplier remains a partner-focused organisation and will only apply remedies 16.9, 16.10 and 16.11 if no other options are available and after full discussion with the Partner.
17.1. You agree to keep the contact details which you have provided to The Supplier up to date. Any notice or other information to be served by The Supplier on you in accordance with this Agreement will be validly sent if in writing and sent by either e-mail or first class post to your last known email or postal address. Any notice sent by first class post will be deemed served two days after posting. Any notice sent by e-mail will be deemed served on the day that it is sent.
17.2. Any notice to be served on The Supplier must be in writing and sent either by pre-paid first class post to our registered office or to such other address as may be specified by The Supplier to you for this purpose from time to time. Any notice sent in accordance with this sub-clause will only be deemed served if and when you have received a written acknowledgement from The Supplier.
18.1. This Agreement represents the entire agreement and understanding between you and The Supplier with regard to the supply of the Equipment and/or Services, to the exclusion of all prior agreements, arrangements and understandings. The Agreement contains express promises and obligations on our part. You agree that any other term which might be implied or incorporated into the Agreement, by statute, at common law or otherwise, is excluded, to the fullest extent permitted by law.
18.2. You acknowledge and agree that in entering into the Agreement you have not relied upon any oral or written representation, statement or understanding (whether negligently or innocently made) by any of our employees, agents, sub-contractors or representatives other than as expressly set out in the Agreement.