BUSINESS TERMS & CONDITIONS

Terms of Sale

General


1. These Conditions of Sale are for business customers only.

2. We do business only under these Conditions of Sale.

3. Goods are subject to availability and may vary from those advertised.

4. You must decide before ordering if the goods are suitable for your needs.

5. Please note that we reserve the right to cancel or refuse orders for items advertised with an incorrect price or with any other incorrect information. No contract is made with you until we have dispatched your order.

Prices and Payment


6. Our advertised prices do not include VAT and delivery. The price of the goods may be changed from the one advertised. Please confirm the price before you order.

7. We accept payment by bank transfer or cheque.

8. Goods bought on credit must be paid for by 14 days from our invoice date. We may share customer credit history information with relevant credit agencies.

9. We remain owners of the goods you purchase until you have paid for all of them in full. We can retrieve and resell them if they are not paid for. This applies to all goods we supply to you and to any money owing in respect of any transaction with you.

10. Under the Late Payment of Commercial Debts Regulations 2002, we can exercise our statutory right to charge interest and an administration charge on all invoices overdue.

Delivery


11. We charge for all deliveries. We operate a standard next day delivery service for in stock items. Standard delivery is to suitable ground floor reception or stores areas. Please notify us in advance if you have any special delivery requirements which may incur an additional charge. Goods can also be collected from our Head Office strictly by arrangement at 4th Floor, Metropolitan Wharf Building, 70 Wapping Wall, London, E1W 3SS with suitable identification

12. If the goods do not arrive or are incomplete, are the wrong goods or are damaged when you open them, you must tell our Customer Services Department within 5 days of receipt or expected delivery – telephone 020 7749 6899.

13. After delivery, you are responsible for protecting the goods against loss or damage.

Cancellation


14. You cannot cancel an order once we have accepted it, unless this is agreed in writing by our authorised representative.

Returns


15.

a) In the event that Goods are found to be defective at any time within the first 30 days from delivery then please contact our Customer Services team immediately that you become aware of the defect, ensuring that you have the item’s serial number available to provide to our staff. Different manufacturers have differing policies for dealing with Goods, which are termed ‘dead on arrival’ meaning that the Goods are found to be faulty either on delivery or very shortly afterwards. You will therefore be advised by our Customer Services team of the relevant manufacturer’s returns policy. In the event that a manufacturer’s returns policy applies we will not charge you for the collection of the Defective Goods. It is your responsibility to package and secure the Goods prior to collection to prevent damage during their return to us.

b) We shall at our option repair or replace such Defective Goods (or the defective part) and only if a repair or replacement is not possible or would be disproportionate to the price of such Goods we shall at our discretion refund the price of such Defective Goods at the pro-rata contract rate provided that you return the Defective Goods to us with all internal and external parts that were delivered with the Goods.

c) If we arrange for a courier collection of your Goods, this will normally take place between 9.00am and 5.30pm, and it is your responsibility to ensure that someone will be present at the collection address when the courier arrives.

d) On receipt by us of the returned Defective Goods, if following the testing process the Defective Goods are found to be in good working order without defect, we will return the Goods to you, and the carriage costs of this return will be your responsibility. Please note that if you have, in the meantime, required us to provide you with replacement Goods before completion of the testing process, you will be liable to pay for these Goods. If, when we examine the Defective Goods, it is evident that the defect has arisen because you have failed to follow Urban Network’s or the manufacturer’s instructions as to the storage, installation, commissioning, use or maintenance of the Goods, or if you have altered the Goods without the written consent of Urban Network then we reserve the right to refuse a repair, replacement or refund.

e) You should note that we adhere to individual manufacturers’ guidelines in respect of acceptable deviation of quality of certain items. Therefore, we reserve the right not to accept Goods considered by you to be defective if the error or fault is within the manufacturer’s accepted manufacturing tolerances. If you have any doubt, please contact our Customer Services. As an example, due to the current manufacturing methods of active matrix display panels, a small percentage of sub-pixel anomalies (i.e. a pixel that is stuck on or off) are accepted by the industry as unavoidable. Accordingly, because the manufacturing yield of perfect active matrix panels is low, displays may have some sub-pixels that are either always on or off. The cost of accepting only theoretically perfect displays would almost double the price of a portable computer using an LCD screen. Please be aware of this before purchasing a TFT screen.

16. If faulty goods are to be returned to us you must obtain an RMA (Returned Merchandise Authorisation) from our Customer Services department. The RMA will be valid for 14 days. We will arrange for collection of the Goods, which must be available for collection in their original packaging together with all accessories and manuals. We cannot accept unauthorised returns which do not have an RMA.

17. If you change your mind we may take goods back at our discretion if they are unopened, unused and in perfect condition. There will be a handling charge of no less than 15% of the purchase price (or £20 whichever is greater) plus a collection charge of £9.95 for this service. Please contact our Customer Services department.

18. If you return goods please ensure that you have backed up your data. We will not be responsible for any data that is lost.

19. Please note we do not accept returns of special purchase items, consumables, opened software unless it is faulty or software licences.

Provision of Services


20.

a) If you purchase Services from us, then we shall use our skill and expertise to carry out the Services to a standard equivalent to that of a competent computer professional, and shall warrant our work as free from defects for a period of 30 days after completion. In particular, we cannot be held responsible for any fault or damage not caused by our services engineers or their contracted agents. In the event of a claim arising relating to the level of skill and judgement applied in the course of providing Services, we reserve at our sole discretion the right to appoint an independent expert in the field to appraise the work carried out in the execution of the Service(s).

b) We accept no liability for equipment installed or configured by us when the equipment has subsequently been altered or configured by persons other than ourselves or our agents. Except as set out here, all other express or implied terms or warranties relating to the Services are excluded to the fullest extent permitted by law.

21. Our Liability

21.1. Subject to clauses 4 and 5, the following provisions set out our entire financial liability (including any liability for the acts or omissions of our employees, agents and sub-contractors) to you in respect of:

a) Any breach of these Terms;

b) Any use made or resale by you of any of the Goods, or of any product incorporating any of the Goods; and

c) Any representation, statement or tortious act or omission including negligence arising under or in connection with the Contract.

22. All warranties, conditions and other terms implied by statute or common law (save for the conditions implied by section 12 of the Sale of Goods Act 1979) are, to the fullest extent permitted by law, excluded.

23. Nothing in these Terms excludes or limits our liability:

a) For death or personal injury caused by our negligence; or

b) For any matter which it would be illegal for us to exclude or attempt to exclude our liability; or

c) For fraud or fraudulent misrepresentation.

24. Subject to clause 22 and clause 23:

a) Our total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Contract shall be limited to the Contract price; and

b) we shall not be liable to you for loss of profit, loss of business, or depletion of goodwill in each case whether direct, indirect or consequential, or any claims for consequential compensation whatsoever (howsoever caused) which arise out of or in connection with the Contract.

Force Majeure


25.

25.1. We shall not be liable to you or be deemed to be in breach of contract by reason of any delay in performing or any failure to perform any of our obligations in respect of the Goods or Services, if the delay or failure was due to any cause beyond our reasonable control. Without prejudice to the generality of the foregoing, the following shall be regarded as causes beyond our reasonable control: act of God, explosion, flood, tempest, fire or accident; war, threat of war, sabotage, insurrection, civil disturbance or requisition; acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority; import or export regulations or embargoes; strikes, lock-outs or other industrial actions or trade disputes (whether involving our employees or of a third party); difficulty in obtaining materials, labour or machinery; and power failure or breakdown in machinery.

25.2. If we are unable to provide you with your Goods within a reasonable time due to circumstances outside our control, we shall either agree a new timescale with you for the delivery of the Goods or either of us may decide to terminate the Order in which case we will return any prepayments that you have made in full.

Guarantee and Liability


26. You get the benefit of the manufacturer’s warranty in respect of all the goods we sell. Please note that we do not provide any warranties ourselves in respect of the goods and we exclude any warranties express or implied by statute, common law or of any other kind

27. We are resellers to business customers and as permitted under the Unfair Contract Terms Act 1977 we exclude liability for claims regarding the quality or fitness for purpose of goods or otherwise which consumers can make under the Sale of Goods Act 1979. We are liable for death or personal injury caused by our negligence. We do not accept any liability for indirect or consequential losses or loss of profits.

Errors & Omissions


28.

28.1. We make every effort to ensure that all prices and descriptions quoted are correct and accurate. In the case of a manifest error or omission, we will be entitled to rescind the contract, notwithstanding that we may already have accepted your Order and/or received payment from you. Our liability in that event will be limited to the return of any money that you have paid in respect of the Order.

28.2. In the case of a manifest error in relation to price, you will be entitled to purchase the Goods or Services by paying the difference between the quoted price and the correct price, as confirmed in writing by us after the manifest error has been discovered. A ‘manifest error’, as the term is used in this clause 28, means, in relation to an incorrect price, a price quoted in error by us which is more than 10% less than the price that would have been quoted had the mistake not been made.

Clearance/2nd User Stock


29. A 2nd User product is deemed to be a product which is offered by the Company on any of its web sites at a discounted price compared to its original cost where such products have been previously used or opened, have items missing or have damaged packaging. In addition, some have been repaired. Details of the status of such products are to be found on the relevant web-site. The company makes no warranty in relation to the accuracy of the status of the relevant 2nd user product as set out on the description. Such products are sold on an ‘as is’ basis with no warranty or guarantee given by the Company other than the remaining manufacturer’s warranty (if applicable).

Gifts


30. We sometimes offer promotional free gifts. Please let us know if you do not want to receive them.

Telephone Calls


31. We sometimes monitor or record telephone calls for training purposes.

General Terms of Business


32.

32.1. You must not transfer any contract made with us under these Terms, as it is personal to you, without written authority from us. This authority will not be refused without good reason.

32.2. If any part of these Terms shall be deemed unlawful, void or for any reason unenforceable, then that provision shall be deemed to be severable from the Terms and shall not affect the validity and enforceability of any of the remaining provisions of the Terms.

32.3. No waiver by us shall be construed as a waiver of any proceeding or succeeding breach of any provision.

32.4. Communications.

a) All communications between the parties about the Contract shall be in writing and delivered by email or by hand or sent by pre-paid first class post or sent by fax to the registered office or such changed address as shall be notified to by the party; or (in any other case) to any address of yours set out in any document which forms part of the Contract or such other address as shall be notified to us by you.

b) Communications shall be deemed to have been received:

i. If sent by pre-paid first class post, two days (excluding Saturdays, Sundays and bank and public holidays) after posting (exclusive of the day of posting); or

ii. If delivered by hand, on the day of delivery; or

iii. If sent by fax on a working day prior to 4.00 pm, at the time of transmission and otherwise on the next working day.

iv. If by email on a working day prior to 4.00 pm, at the time of transmission and otherwise on the next working day.

32.5. No third party shall be allowed to enforce any rights under this contract. We hereby exclude the application of the Contracts (rights of Third Parties) Act 1999 to each and every contract made under these Terms.

32.6. You confirm that, in agreeing to accept the Terms, you have not relied on any representation save insofar as the same has expressly been made a part of these Terms and you agree that you shall have no remedy in respect of any representation. Nothing in these Terms shall limit or exclude our liability in respect of any fraudulent or negligent misrepresentation whether or not such has become a part of the Terms.

32.7. These Terms shall be governed by the relevant laws of the United Kingdom and construed in accordance with the relevant laws of the United Kingdom and you irrevocably submit to the exclusive jurisdiction of the relevant courts of the United Kingdom.

32.8. If you have any complaints with the Goods or Services provided by us please contact Customer Services by post or hand delivery addressed to Customer Services Urban Network UK Ltd is at 4th Floor, Met Wharf Building, 70 Wapping Wall, London, E1W 3SS or by fax to 020 7749 6888 or by e-mail to admin(at)urbannetwork.co.uk.

32.9. Contact information for Urban Network UK Limited is at 4th Floor, Met Wharf Building, 70 Wapping Wall, London, E1W 3SS.

32.10. Registered office: 4th Floor, Met Wharf Building, 70 Wapping Wall, London, E1W 3SS. Registered number 04658491. All trademarks acknowledged.

Cloud File (V1)

1. Additional Definitions


These definitions are in addition to those defined elsewhere in these Terms.

“Account” means a Content storage account created by you or on your behalf within the Cloud Services.

“Administrator” means a Power User you identify as having administrative rights including, without limitation, the permission to add licenses, cancel licenses and define the scope of the Cloud Services.

“Affiliate” means, with respect to a party, any entity which directly or indirectly controls, is controlled by, or is under common control with such party (where “control” means ownership or control, directly or indirectly, of more than 50% of the voting interests of the subject entity).

“Content” means files, materials, data, text, audio, video, images or other content.

“Documentation” means written or online user documentation that describe the functionality, operation, and use of the Cloud Services, and that Urban Network UK Limited provides or makes generally available to customers of the Cloud Services.

“Services” refers, collectively, to the Cloud Services, support for the Cloud Services, and Ancillary Services.

“Cloud Services” refers, collectively, to (i) the cloud storage solution provided by Urban Network UK Limited for the online storage, sharing and processing of Content, (ii) the Software, and (iii) the Documentation.

“Software” means the software used, provided or made available by Urban Network UK Limited for use in connection with the Services. Software includes the Urban Network UK Limited Client Software which is that portion of the Software that is installed on Customer’s local server, desktop, mobile or other devices (for example, mobile apps, desktop apps, and group apps) and enables a Power User to engage Content with the Cloud Services. Software also includes bug fixes, patches, major or minor releases, or any other changes, enhancements, or modifications to the Urban Network UK Limited Client Software that Urban Network UK Limited makes commercially available (“New Releases”).

“User” means an individual you authorise to be a Power User or a Business Partner User.

  • “Power User” means an individual who is an employee, consultant, or contractor of you or your Affiliate. An individual who is a third party but requires Power User functionality may also use a Power User license.

  • “Business Partner User” or “Standard User” means an individual other than a Power User. For clarity, an employee, consultant or contractor of you or your Affiliate may not use a Business Partner User license.

2. Availability of the Cloud Services


2.1. Access the the Cloud Services

The Cloud Services are on-line, subscription-based products made available by Urban Network UK Limited for your use on a non-exclusive basis in accordance with these Terms and all applicable laws. Your use includes allowing Users to transmit, store, share, retrieve, and process Content through the Cloud Services solely through an Account registered to you and in accordance with the orders you place with Urban Network UK Limited. All use of the Cloud Services by you and your Users must be within the Scope of Use (defined below), for the quantity and User type for which you have paid, and solely for the benefit of you or your Affiliates.

2.2. Software Provided for Use with the Cloud Services

Subject to your continued compliance with these Terms, we grant you the non-exclusive, non-transferable, worldwide, personal license to install and use the Urban Network UK Limited Client Software for the sole purpose of accessing the Cloud Services by Users. You acknowledge that, from time to time, we may issue updates to the Software (for example, to address security vulnerabilities, upgrade the protocol, improve usability or performance, and upgrade features). In that event, the version of the Software which is running on your computer will be automatically upgraded and you consent to such automatic upgrading. All updates to the Software will be subject to the terms and conditions of this Agreement.

2.3. Support for the Cloud Services

Urban Network UK Limited will provide support for the Cloud Services as detailed in the description applicable to the level of support selected in the Order from those we make available. Support is subject to these Terms, and will be provided during the support period indicated in the Order. Support for the Urban Network UK Limited Client Software includes access to New Releases, if and when available. You may use any New Releases that we provide to you during a valid support term in the same way that you use the Urban Network UK Limited Client Software, and New Releases are included in the definition of Software in that case.

2.4. Updates to the Cloud Services

We reserve the right, in our sole discretion, to change, update, or enhance the Cloud Services as well as support for the Cloud Services at any time including to add functionality or features to, or remove them from, the Cloud Services. We may also suspend the Cloud Services or stop providing the Cloud Services all together. In that case, support for the Cloud Services may also be suspended or terminated.

2.5. Ancillary Services

Any related services purchased by you will be specified in the Order (“Ancillary Services”). Urban Network UK Limited retains all right, title and interest in and to any materials, deliverables, modifications, derivative works or developments related to any Ancillary Services we provide (“Materials”). Materials provided to you may be used only in connection with the Cloud Services and are subject to the same use restrictions for them.

3. Your Responsibilities relating to Use of the Cloud Services


3.1. Passwords and Account

To obtain access to the Cloud Services, you will be required to obtain an Account with Urban Network UK Limited by completing a registration form and designating a user ID and password. Until you apply for and are approved for an Account, your access to the Cloud Services will be limited to those areas of the Cloud Services, if any, that Urban Network UK Limited makes available to the general public. You agree and represent that all registration information you provide is accurate, complete, and current, and that you will update it promptly when that information changes. Urban Network UK Limited may withdraw Account approval at any time in its sole discretion, with or without cause. You are responsible for safeguarding the confidentiality of your user ID and passwords, and for all activities that take place in connection with your Account. Urban Network UK Limited has no liability for any loss or damage arising from any unauthorised use of your Account.

3.2. Notices from Urban Network UK Limited

You acknowledge that once you have registered with us, we may send you communications or data regarding the Cloud Services using electronic means. These may include, but are not limited to (i) notices about your use of the Cloud Services, including any notices concerning violations of use, (ii) updates to the Services, (iii) promotional information and materials regarding Urban Network UK Limited’s products and services, and (iv) information the law requires us to provide. We give you the opportunity to opt-out of receiving certain of these communications from us by following the opt-out instructions provided in the message. However, even if you opt-out, you understand that we may continue to provide you with required information by e-mail at the address you specified when you signed up for the Cloud Services or via access to a website that we identify. Notices we e-mail to you will be deemed given and received when the e-mail is sent. If you don’t agree to receive required notices via e-mail, you must stop using the Cloud Services. If you provide Urban Network UK Limited with legal notices, you must transmit it to us via email to accounts(at)urbannetwork.co.uk, with a duplicate copy sent via registered mail, return receipt requested, to the following address: Urban Network UK Limited Inc., Attn: Legal Department, Met Wharf, 70 Wapping Wall, London, E1W 3SS. Any such notice, in either case, must specifically reference that it is a notice given under these Terms.

3.3. Notices from You Regarding Unauthorised Use

You agree to notify us promptly in writing when you become aware of any unauthorised use of an Account, the Content or the Cloud Services, including if you suspect there has been any loss, theft or other security breaches of your password or user ID. If there is an unauthorised use by a third party which obtained access to the Services through you or your Users, whether directly or indirectly, you agree to take all steps necessary to terminate the unauthorised use. You also agree to provide Urban Network UK Limited with any cooperation and assistance related to that unauthorised use which we reasonably request.

3.4. Content

a) Urban Network UK Limited does not monitor any Content transmitted or processed through, or stored in, the Cloud Services. You agree that you:

b) are responsible for the accuracy and quality of all Content that is transmitted or processed through, or stored in, your Account,

c) will ensure that the Content (including its storage and transmission) complies with these Terms, and applicable laws and regulations;

d) will promptly handle and resolve any notices and claims from a third party claiming that any Content violates that party’s rights, including regarding take-down notices pursuant to the Digital Millennium Copyright Act; and

e) will maintain appropriate security, protection and backup copies of the Content, which may include (A) the use of encryption technology to protect the Content from unauthorised access and (B) routine archiving of the Content. Urban Network UK Limited will have no liability of any kind as a result of any deletion, loss, correction, or destruction of Content or damage to or failure to store or encrypt any Content.

3.5. Use Restrictions

a) You are responsible for Users’ compliance with these Terms and for the quality, accuracy and legality of the Content. You will not, and will ensure that your Users do not:

b) use the Cloud Services in any manner or for any purpose other than as expressly permitted by these Terms including, without limitation, allowing Power Users to use the logins of Business Partner Users,

c) sell, rent, resell, lease, or sublicense the Cloud Services to any third party;

d) modify, tamper with or otherwise create derivative works of the Cloud Services;

e) reverse engineer, disassemble, decompile or attempt to derive source code from the Cloud Services;

f) remove, obscure or alter any proprietary right notice related to the Cloud Services;

g) use the Cloud Services to send unsolicited or unauthorised junk mail, spam, chain letters, pyramid schemes or any other form of duplicative or unsolicited messages;

h) store or transmit Content: (A) containing unlawful, defamatory, threatening, pornographic, abusive, or libelous material, (B) containing any material that encourages conduct that could constitute a criminal offense, or (C) that violates the intellectual property rights or rights to the publicity or privacy of others;

i) use the Cloud Services to store or transmit viruses, worms, time bombs, Trojan horses or other harmful or malicious code, files, scripts, agents or programs;

j) interfere with or disrupt servers or networks connected to the Cloud Services or the access by other Urban Network UK Limited client to the servers or networks, or violate the regulations, policies or procedures of those networks;

k) access or attempt to access Urban Network UK Limited’s other accounts, computer systems or networks not covered by these Terms, through password mining or any other means; or

l) access or use the Cloud Services in a way intended to avoid incurring fees, exceeding usage limits and the like.

3.6. Third Party Services and Content

All transactions using the Cloud Services are between the transacting parties only. The Cloud Services may contain features and functionalities linking or providing you with certain functionality and access to third party content, including Web sites, directories, servers, networks, systems, information and databases, applications, software, programs, products or services, and the Internet as a whole. You acknowledge that Urban Network UK Limited is not responsible for such content or services. We may also provide some content to you as part of the Cloud Services. However, Urban Network UK Limited is neither an agent of any transacting party nor a direct party in any such transaction. Any of those activities, and any terms associated with those activities, are solely between you and the applicable third-party. Similarly, we are not responsible for any third party content you access with the Cloud Services, and you irrevocably waive any claim against Urban Network UK Limited with respect to such sites and third-party content. Urban Network UK Limited has no liability, obligation or responsibility for any such correspondence, purchase or promotion between Customer and any such third-party. You are solely responsible for making whatever investigation you feel is necessary or appropriate before proceeding with any transaction with any of these third parties and your dealings with any third party related to the Cloud Services, whether online or offline, including the delivery of and payment for goods and services. In the event, you have any problems resulting from your use of a third-party service, or suffer data loss or other losses as a result of problems with any of your other service providers or any third-party services, we are not responsible unless the problem was the direct result of our breaches.

4. Orders


Urban Network UK Limited’s ordering documentation or purchase flow (“Order”) will specify your authorized scope of use of the Services, which may include: (a) number and type of Users, (b) storage or capacity of the Cloud Services, or (c) other restrictions or billable units (as applicable, the “Scope of Use”). The term “Order” also includes any renewal of support for the Cloud Services and Ancillary Services as well as additional purchases you may make (for example, to increase or upgrade your Scope of Use of the Cloud Services)

If you purchase through a Reseller, your Scope of Use will be as stated in the Order placed by or through the Reseller for you, and the Reseller is responsible for the accuracy of any such Order. A Reseller is not authorised to make any promises or commitments on Urban Network UK Limited’s behalf, and Urban Network UK Limited is not bound by any obligations to you other than those specified in these Terms.

5. Fees and Payment


5.1. Purchases through Resellers

If you purchase Services through a Reseller, you owe payment to the Reseller as agreed between you and the Reseller, and the payment terms described in this Section will not apply to you. You acknowledge, however, that we may terminate your rights to use the Cloud Services and discontinue Services if we do not receive our corresponding payment from the Reseller. Cloud compute, storage, hypervisor, network, and Internet connectivity functions required to virtualise your servers and applications are guaranteed to function 100 percent of the time. We do not guarantee proper functioning of any operating systems and applications you provide to us (as part of your backed up data or otherwise), only the underlying cloud infrastructure services.

5.2. Fees

You agree to pay, using a valid credit card (or other form of payment which we may accept from time to time), the charges and fees (such as recurring monthly or annual fees) set forth on our website (collectively, “Fees”), Taxes (as defined below), and other charges and fees incurred for the Services. You will pay Fees in the currency we quoted for your account (and we reserve the right to change the quoted currency at any time). We will automatically charge your credit card or other accounts at the start of the billing period and at the start of each renewal period. Except as specifically set forth in this Section, the Cloud Services are prepaid for the period selected (monthly, annually or otherwise) and are non-refundable. This includes Accounts that are renewed.

5.3. Fees for Upgrade

If you upgrade or expand consumption of the Cloud Services (for example, to obtain additional storage, User access, features or functionality to the Cloud Services) (collectively referred to as a “Service Upgrade”), additional fees may be due at Urban Network UK Limited’s then-current pricing. If additional fees are due, those fees will be immediately charged to your credit card or other account and will apply for the entire month in which the Service Upgrade occurred. If you have paid for an annual period, Service Upgrades will be coterminous with the affected Cloud Services period.

5.4. Fee Increases

We will notify you in advance, either through a posting on our website or by email to the address you have most recently provided to us, if we increase Fees or institute new charges or fees. Any increase in Fees will take effect at the beginning of the next renewal subscription term or support period, as applicable. For example, if you pay monthly, your use of the Cloud Services will be charged at the new price when the Cloud Services are renewed in the month that follows the notice. If you don’t agree to these changes, you must cancel and stop using the Services.

5.5. Invoicing and Payment Terms

You agree to keep all information in your billing account current. You may change your payment method or modify your billing account information at any time by using the means provided on our website. Your notice to us will not affect charges we submit to your billing account before we reasonably could act on your request. In the event that we invoice you, then all fees will be due and payable upon receipt. We reserve the right to charge, and you agree to pay, a late fee on past due amounts. The late fee will be equal to the lesser of 1.5% of the unpaid amount each month or the maximum amount allowed by applicable law. We may use a third party to collect past due amounts. You must pay for all reasonable costs we incur to collect any past due amounts, including reasonable attorneys’ fees and other legal fees and costs. In addition, we may suspend your access to the Cloud Services or cancel the Services if your account is past due.

5.6. Taxes

Fees are exclusive of Taxes and you will pay or reimburse Urban Network UK Limited for all Taxes arising out of these Terms, whether assessed at the time of your purchase or are thereafter determined to have been due. For purposes of these Terms, “Taxes” means any sales, use and other taxes (other than taxes on Urban Network UK Limited’s income), export and import fees, customs duties and similar charges applicable to the transactions contemplated by these Terms that are imposed by any government or other authority. You agree to promptly provide Urban Network UK Limited with legally sufficient tax exemption certificates for each taxing jurisdiction for which you claim exemption.

6. Canceling the Cloud Services


To cancel the Cloud Services, you must provide us with at least 30 days’ notice and follow the process we specify on our website. If you cancel, the Services will end at the end of your current term or period following the 30 days’ notice. If you fail to cancel as required, we will automatically renew the Cloud Services for the same term (and, in the case of support, at the same support level if that level is still offered by Urban Network UK Limited) and will charge your payment information on file with us commencing on the first day of the renewal term.

7. Confidentiality


7.1. Description of Confidential Information

In connection with each party’s rights and obligations under these Terms, each party (as the “disclosing party”) may disclose to the other party (as the “recipient”) certain of its confidential or proprietary information (“Confidential Information”). In the case of Urban Network UK Limited, the Services, these Terms and any other proprietary or confidential information we provide to you constitute Urban Network UK Limited Confidential Information. In the case of Customer, Content provided, transmitted or processed through, or stored in, the Cloud Services constitutes Customer Confidential Information.

7.2. Protection of Confidential Information

Each party as recipient agrees:

a) to exercise at least the same degree of care to safeguard Confidential Information of the disclosing party as the recipient exercises to safeguard the confidentiality of its own confidential information, but not less than reasonable care;

b) to use the disclosing party’s Confidential Information only in connection with exercising its rights and performing its obligations under these Terms; and

c) to not disclose or disseminate the disclosing party’s Confidential Information to any third party and that the only employees and contractors who will have access to the disclosing party’s Confidential Information will be those with a need to know who have agreed to abide by the obligations set forth in this Section pursuant to a written confidentiality agreement.

7.3. Protection of Content

Urban Network UK Limited maintains appropriate administrative, physical, and technical safeguards to protect the security, confidentiality, and integrity of the Content in the Cloud Services. The third party data centre providers utilised by Urban Network UK Limited in the provision of the Services will maintain at a minimum SSAE 16 audit certification or its equivalent. Except as requested by you in connection with customer support, we will not (i) modify the Content, (ii) disclose the Content except pursuant to the requirements of a governmental agency, by operation of law, to investigate occurrences that may involve violations of system or network security, or as you expressly permit in writing, or (iii) access the Content except to provide the Services or to address other service or technical problems.

7.4. Exceptions to Confidentiality

Information will not be deemed Confidential Information of either of us under these Terms if such information: (i) is or becomes rightfully known to the recipient without any obligation of confidentiality or breach of these Terms; (ii) becomes publicly known or otherwise ceases to be secret or confidential, except through a breach of these Terms by the recipient of such Confidential Information; or (iii) is independently developed by the recipient of such Confidential Information without breach of these Terms. Confidential Information will remain the property of the disclosing party.

8. Ownership


8.1. Ownership by Customer

As between Customer and Urban Network UK Limited, Customer or its licensors own all right, title and interest in and to the Content provided, transmitted or processed through, or stored in, the Cloud Services. Customer hereby grants Urban Network UK Limited the right to transmit, use, modify, adapt, reproduce, display or disclose the Content solely

(i) to provide the Services to Customer or any User,

(ii) to comply with any request of a governmental or regulatory body (including subpoenas or court orders) or as otherwise required by law,

(iii) for statistical use (provided that such data is not personally identifiable), and

(iv) as necessary to monitor and improve the Cloud Services and corresponding support. Customer represents and warrants that Customer has all rights in the Content necessary to grant these rights and use the Cloud Services, and that the transmission, storage, retrieval, and processing of the Content do not violate any law or these Terms.

8.2. Ownership by Urban Network UK Limited

As between Urban Network UK Limited and Customer, Urban Network UK Limited or its licensors own and reserve all right, title and interest in and to the Services (including all hardware, software and other items used to provide the Cloud Services) and Materials, including all intellectual property rights in any of the foregoing. No title to or ownership of any proprietary rights related to the foregoing is transferred to Customer or any User pursuant to these Terms or any transaction contemplated by these Terms. Urban Network UK Limited reserves all rights not explicitly granted to Customer. Urban Network UK Limited is free to use any comments, suggestions, recommendations, and other feedback you provide with respect to the Services for any purpose, without obligation.

Urban Network UK Limited may have patents, patent applications, trademarks, copyrights, or other intellectual property rights covering subject matter that is part of the Services. Unless Urban Network UK Limited has granted Customer licenses to our intellectual property in these Terms, providing Customer with the Services does not give Customer any license to Urban Network UK Limited’s intellectual property. Any rights not expressly granted herein are reserved.

9. No Warranty


URBAN NETWORK UK LIMITED PROVIDES THE SERVICES “AS IS,” “WITH ALL FAULTS,” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, URBAN NETWORK UK LIMITED MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE. URBAN NETWORK UK LIMITED SPECIFICALLY DISCLAIMS, WITHOUT LIMITATION, ANY WARRANTY THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE OR FREE OF HARMFUL COMPONENTS, THAT THE CONTENT WILL BE SECURE OR NOT OTHERWISE LOST OR DAMAGED, OR ANY IMPLIED WARRANTY OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, AND ANY WARRANTY ARISING OUT OF ANY COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE. SOME JURISDICTIONS DO NOT ALLOW THE FOREGOING EXCLUSIONS. IN SUCH AN EVENT, THESE EXCLUSIONS WILL NOT APPLY SOLELY TO THE EXTENT PROHIBITED BY APPLICABLE LAW

10. Indemnification


To the maximum extent permitted by applicable law, you agree to defend, indemnify, and hold harmless Urban Network UK Limited, its officers, directors, employees, and agents, against any cost, loss, damage, or other liability arising from any third party demand or claim that any Content provided by you, or your use of the Services, in breach of these Terms: (a) infringes any patent, trademark, or copyright of a third party, or misappropriates a trade secret (to the extent that such misappropriation is not the result of Urban Network UK Limited’s actions) or (b) violates applicable law or these Terms. Urban Network UK Limited will provide you with notification of any such claim or demand that is subject to your indemnification obligation.

11. Limitation of Liability


TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE FOLLOWING APPLIES: (a) IN NO EVENT WILL THE LIABILITY OF URBAN NETWORK UK LIMITED, ITS AFFILIATES, OFFICERS, EMPLOYEES, OR AGENTS FOR ANY AND ALL CLAIMS RELATING TO THIS AGREEMENT OR THE TRANSACTIONS UNDER IT, INCLUDING THE SERVICES EXCEED THE GREATER OF £100.00 OR THE TOTAL AMOUNT OF FEES THAT YOU PAID US DURING THE PREVIOUS THREE MONTH PERIOD, AND (b) IN NO EVENT WILL URBAN NETWORK UK LIMITED, ITS AFFILIATES, OFFICERS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, COVER OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, REVENUE, GOODWILL, USE OR CONTENT) HOWEVER CAUSED, UNDER ANY THEORY OF LIABILITY, INCLUDING, WITHOUT LIMITATION, CONTRACT, TORT, WARRANTY, NEGLIGENCE OR OTHERWISE, EVEN IF URBAN NETWORK UK LIMITED HAS BEEN ADVISED AS TO THE POSSIBILITY OF SUCH DAMAGES. SOME STATES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU. YOU MAY ALSO HAVE OTHER RIGHTS THAT VARY FROM STATE TO STATE.

12. Suspension and Termination of your Use of the Services


12.1. General

Urban Network UK Limited reserves the right to temporarily suspend or terminate your access to the Services at any time in Urban Network UK Limited’s sole discretion, with or without cause, and with or without notice, without incurring liability of any kind. For example, we may suspend or terminate your access to or use of the Cloud Services for:

(i) the actual or suspected violation of these Terms;

(ii) the use of the Cloud Services in a manner that may cause Urban Network UK Limited to have legal liability or disrupt others’ use of the Cloud Services;

(iii) the suspicion or detection of any malicious code, virus or other harmful code in your Account; or

(iv) your use of excessive storage capacity or bandwidth. If, in our determination, the suspension might be indefinite or we have elected to terminate your access to the Cloud Services, we will use commercially reasonable efforts to notify you through the Cloud Services. You acknowledge that if your access to the Cloud Services is suspended or terminated, you may no longer have access to the Content that is stored with the Cloud Services.

12.2 Termination for Lack of Activity

In addition to our other rights of termination, if your Account is not currently subject to a paid subscription plan with us, we may terminate your Account if:

(i) you do not engage in any activity in the Account within 30 days after registering for the Cloud Services, or

(ii) you do not engage in any activity in an Account for 120 consecutive days. In the event of such termination, any of your Content may be lost.

12.3 Post-Termination Obligations

Upon termination of these Terms for any reason, all of your rights to use or access the Cloud Services will cease. For 30 days following the expiration or termination of these Terms or the applicable subscription term for which you have paid, and subject to your prior written request, we will grant you with limited access to the Cloud Services solely for purposes of your retrieval of the Content. After that 30-day period, Urban Network UK Limited has no further obligation to maintain the Content and will delete the Content unless legally prohibited.

13. General Provisions


13.1. Governing Law

These Terms will be construed and enforced in all respects in accordance with the laws of the State of California, without reference to its choice of law rules. Any dispute between the parties will be brought in a court in Santa Clara County and each party irrevocably waives any claim that such court does not have personal jurisdiction over the party. All use of the Services is expressly governed by any applicable u and import laws, and you agree to comply with all such laws. Claims arising out or related to these terms must be filed within two years of the date on which the claim arose unless local law requires a longer time to file claims. If a claim is not filed accordingly, then it is permanently barred. Termination for Lack of Activity

In addition to our other rights of termination, if your Account is not currently subject to a paid subscription plan with us, we may terminate your Account if:

(i) you do not engage in any activity in the Account within 30 days after registering for the Cloud Services, or

(ii) you do not engage in any activity in an Account for 120 consecutive days. In the event of such termination, any of your Content may be lost.

13.2. Post-Termination Obligations

Upon termination of these Terms for any reason, all of your rights to use or access the Cloud Services will cease. For 30 days following the expiration or termination of these Terms or the applicable subscription term for which you have paid, and subject to your prior written request, we will grant you with limited access to the Cloud Services solely for purposes of your retrieval of the Content. After that 30-day period, Urban Network UK Limited has no further obligation to maintain the Content and will delete the Content unless legally prohibited.

13.3. Assignment

You may not assign these Terms or your rights and obligations under them, in whole or in part, to any third party without our prior written consent, and any attempt by you to do so will be invalid.

13.4. Force Majeure

Neither party will be liable to the other for any delay or failure to perform its obligations under these Terms (excluding payment obligations) if the delay or failure arises from any cause or causes beyond that party’s reasonable control.

13.5. Public Announcement

Urban Network UK Limited reserves the right to release a press announcement regarding the parties’ relationship, and to include Customer’s name on Urban Network UK Limited’s customer lists on Urban Network UK Limited’s website and in any other marketing materials.

13.6. Entire Agreement

These Terms, including our Privacy Policy as well as the Scope of Use and Fees specified in Orders we accept, constitute the entire agreement between you and Urban Network UK Limited with respect to the subject matter of these Terms, and supersede and replace any other prior or contemporaneous agreements, or terms and conditions applicable to the subject matter of these Terms. These Terms create no third party beneficiary rights.

13.7. DMCA

We respect the intellectual property of others, and reserve the right to delete or disable Content that appears to violate these terms or applicable law. The Digital Millennium Copyright Act of 1998 (the “DMCA”) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you believe in good faith that Content infringes your copyright, you (or your agent) may send us a notice requesting that the Content be removed or access to it blocked. Federal law requires that your notification include the following information:

(i) a physical or electronic signature of a person authorised to act on behalf of the owner of an exclusive right that is allegedly infringed;

(ii) identification of the copyrighted work claimed to have been infringed or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;

(iii) identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled and information reasonably sufficient to permit us to locate the material;

(iv) information reasonably sufficient to permit us to contact you, such as an address, telephone number, and, if available, an electronic mail;

(v) a statement that you have a good faith belief that use of the material in the manner complained of is not authorised by the copyright owner, its agent, or the law; and

(vi) a statement that the information in the notification is accurate, and under penalty of perjury, that you are authorised to act on behalf of the owner of an exclusive right that is allegedly infringed.

The notification must be sent to:

Urban Network UK Limited

Attn: Legal Department

Metropolitan Wharf 70 Wapping Wall, London E1W 3SS

accounts(at)urbannetwork.co.uk

We provide the above contact information for purposes of the DMCA only and reserve the right to respond only to correspondence that is relevant to this purpose.

Cloud File (V2)

1. Services Uptime


Urban Network UK Limited guarantees that our cloud-based backup solutions and services will function properly 100 percent of the time. How this applies to specific products and services is as follow:

The Urban Network UK Limited service is guaranteed to function 100 percent of the time such that files can be uploaded and downloaded on demand by any Urban Network UK Limited client app or through the Urban Network UK Limited web portal, and that synchronisation of changed data to other devices begins within five minutes of data being changed, or as determined by the synchronisation delay configured by the user, whichever is greater. We do not guarantee proper functioning of the Urban Network UK Limited client app software itself.

2. Credits


If we fail to meet any of the above guarantees, you will be eligible for a credit, as follows:

One day’s portion of the associated monthly service fees for each hour of service failure (one-twelfth of one day’s portion for every five minutes of service failure), in proportion to the scope of the affected services versus total provisioned services, up to 100% of one month’s fees in any given calendar month.

3. Measurement


Urban Network UK Limited uses a variety of external and internal monitoring devices for the purpose of maintaining and measuring service availability and functionality. Multiple devices are used to confirm service failures as opposed to the failure of the monitoring device itself. The determination of any credits will be based on the measurements gathered by the Urban Network UK Limited monitoring system. Urban Network UK Limited reserves the right to periodically change the measurement points and methodologies it uses without notice

4. Limitations


Total credits under this SLA in any calendar month are limited to the specific fees paid for the affected service(s) for the month in which the service does not meet the guarantees set forth above. The credits provided by the terms of this SLA are your sole and exclusive remedy for any software or service failures.

Service failures must last at least five minutes, as measured by Urban Network UK Limited, before you are eligible for any credits. You will not be eligible for any credits if you are not current on your payments, or are otherwise in breach of any services agreement. You will not be eligible for credits for service failures caused by any of the following:

4.1. Scheduled or emergency maintenance or upgrades announced at least one hour in advance, provided that such maintenance does not continuously last more than one business day.

4.2. Failure of third-party software, including any software licensed by Urban Network UK Limited, such as Acronis, Dell AppAssure, StorageCraft ShadowProtect, Veeam, etc.

4.3. The software initialization, maintenance, or reboot sequences of any third party software that causes services to be unavailable.

4.4. Failure of any software you provide to Urban Network UK Limited, including but not limited to operating systems, applications, and software licenses.

4.5. Failure of third-party network circuits (local loops) or Internet connections, unless such failure is caused solely by Urban Network UK Limited or our contracted networking providers.

4.6. Failures caused by infrastructure outside of the control of Urban Network UK Limited (including failure of any equipment not owned by Urban Network UK Limited), or failures of software running on infrastructure outside of the control of Urban Network UK Limited (including failure of any equipment not owned by Urban Network UK Limited). For example, backup failures due to the failure of the operating system of a user’s computer that is being backed up.

4.7. Hardware failures caused by Urban Network UK Limited’s hardware appliances not physically located within Urban Network UK Limited’s data centres.

4.8. DNS issues outside the direct control of Urban Network UK Limited.

4.9. Failures caused by the misconfiguration or incorrect settings of any product or software that connects to or communicates with Urban Network UK Limited’s cloud services.

4.10. Partner or End-user not knowing their password, passphrase, or encryption key, or not being able to recover their passphrase or encryption key for any reason.

4.11. False or incorrect outages resulting from errors made by any measurement system.

4.12. Acts or omissions of those not under the direct control of Urban Network UK Limited, including without limitation, any negligence, willful misconduct, or misuse of applicable contractual agreements.

4.13. Circumstances beyond Urban Network UK Limited’s reasonable control. Such circumstances include, for example, but not limitation, force majeure events, war, terrorist activities, acts of governmental bodies, acts of God, sabotage, attacks by hackers, fire, flood, or strike or other labour disturbance.

Nevertheless, Urban Network UK Limited will make commercially reasonable efforts to ensure that the services are not interrupted by any of the foregoing reasons.

Urban Network UK Limited reserves the right to update this SLA at any time without notice by posting an updated version to this web page. The SLA that was current at the time of any failure incident will govern. This SLA was last updated June 4, 2013.

Leased Line (General T&C)

1. Definition


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;

“Agreement” means these General Terms and Conditions of Business, the Customer Application, the Acceptable Use Policies, the Price List, the Privacy Policy and the Specific Terms and Conditions, all of which, taken together, constitute the agreement between the Company and the Customer for the supply of the Equipment and/or 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;

“Privacy Policy” means the Company’s policy regarding privacy, set out on our 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. Changes


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 in 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 Web site(s); and

b) Your contact details must be clearly visible on your Web site(s) and updated as soon as possible after any change.

6. Names


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. Charges


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. Liability


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. Indemnification


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. Assignment


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. Waiver


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. Resale


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. Notices


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. General


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.

Leased Line (Specific T&C)

1. Definition


These Specific Terms and Conditions of Supply are to be read in conjunction with our General Terms and Conditions. All definitions contained within these Specific Terms and Conditions have the same meaning as those set out in the General Terms and Conditions of Business unless specified below in which case they will have the meaning specified below;

“Customer Order Form” means the order form for the supply by the Company of the Equipment and/or Services, completed by, or in accordance with an order from, the Customer;

“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 Clause 8;

“Private WAN Circuit” or “Private WAN Wireless Ethernets Service” means the point to point circuit service described in the Company’s literature at the date of completion of the Customer Order Form;

“Wireless Ethernet” means the Telecommunications Circuit as described at http://www.vaioni.com/wireless-ethernet provided by Urban Network UK Limited for the Wireless Ethernet Service;

“Leased Line” means the Telecommunications Circuit as described at https://www.urbannetwork.co.uk provided by Urban Network UK Limited for

“Service” means the provision of one of the following Ethernets (i) Access, (ii) Ethernet, or (iii) Private WAN Ethernet Service as specified on the Customer Order Form, and described in the Company’s literature at the date of completion of the Customer Order Form;

“Ethernet” means the Ethernet service described in the Company’s literature at the date of completion of the Customer Order Form;

“Service Level Agreement” or “SLA” means the service level agreement relating to the Leased Line Service that describes the service levels to be met by Urban Network UK Limited together with the remedies available to the Customer for failure to meet such service levels;

“Service Period” means the period of an individual Service provided in accordance with this Agreement;

“Telecommunications Circuit” means a circuit that allows that transmission of TCP/IP data;

“Wires-Only Ethernet” means a copper or fibre Ethernet service where there is no management or monitoring included in the service. The Ethernet service is very much the responsibility of the Customer or buyer.

“Urban Network UK Limited” means Urban Network UK Limited Ltd (Company Registration Number 04658491)

2. The Services


2.1. Urban Network UK Limited shall provide the Service at the data transfer speed stated on the Customer Order Form subject to the terms of this Agreement.

2.2. You can place your order for the Service by completing the order form.

2.3. Urban Network UK Limited shall not be obliged to provide the Service to you unless and until we have received written confirmation, or (if requested in our discretion) evidence, that all installation work at the Customer’s premises is complete and the other terms specified in Clause 2 of the General Terms and Conditions have been satisfied, subject to Clause 2.4.

a) we have sent written notice to you (either by post, fax or e-mail) of our acceptance of the Customer Order Form; and

b) we have received any initial Charges due from you in respect of the Services and/or Equipment.

2.4. We will configure, deliver and install the Equipment to the Customer’s Site to be connected to the Telecommunications Circuit where this option is chosen (excludes Wires-Only). Acceptance and/or use of the Services and/or Equipment by you constitutes your automatic acceptance of the terms and conditions of this Agreement. Whilst we will use reasonable endeavours to provide the Services and/or Equipment to you within any timescales specified by us or agreed with or requested by you, we will not be liable to you for any delay in providing or failure to provide the Services and/or Equipment within such timescales.

2.5. We shall allocate a range of Internet Protocol (IP) addresses for use by the Customer for machines on its network for the duration of this Agreement. It will be the responsibility of the Customer to connect the Equipment to, and to configure its machines on, its own network.

2.6. Save in relation to the Private WAN Circuit, 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.

2.7. 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 us); 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.

2.8. We shall send you, via e-mail, online usage statistical reports detailing the bandwidth used on the Telecommunications Circuit by the Customer and will endeavour to do so daily as specified in accordance with the Customer Order Form.

2.9. The Equipment shall at all times remain the property of Urban Network UK Limited and Customer shall have no rights or interest in the Equipment except for quiet possession and the right to use the Equipment under this Agreement to provide the Customer Service.

2.10. A Wires-Only service will exclude any CPE equipment.

2.11. The Customer is responsible for the configuration of a routing device and implementation of any intelligence for the Wires-Only Ethernet Service.

2.12. DSL Failover, Wireless Ethernet are not available with Wires-Only Ethernet.

2.13. Technical Support on Wires-Only services is limited and initial diagnosis is the responsibility of the Customer. Support guidelines for Wires-Only Internet Leased Lines from the Supplier will be provided to assist in the diagnosis process and must be followed and reported back to Technical Support before it is raised with the Telco Operator and the clock starts on the SLA.

3. Services Levels/Credits


3.1. Urban Network UK Limited shall provide the Service in accordance with these Specific Terms and Conditions and subject to the applicable Service Level Agreement.

4. Services Period


4.1 We will use reasonable efforts to activate the Services, as soon as possible following completion of the matters referred to in Clause 2.3 above. However, all dates are estimates and we cannot guarantee that they will be met.

4.2 Unless otherwise terminated or suspended in accordance with this Agreement the following Services shall be provided for a Minimum Service Period of 12 months from the date of activation:

a) Access

b) Ethernet

c) Private WAN Service

4.3 On expiry of the periods referred to at Clause 4.2 above (as appropriate) the Services will, unless terminated on or before the date of such expiry, automatically renew until terminated pursuant to this Agreement or until a new contract term is agreed between Urban Network UK Limited and the Customer.

5. Provision of Service


5.1 We may be required to carry out additional construction work prior to or during installation of a Telecommunication Circuit (for example because fibre or copper is not present, or buildings entries are required and/or additional equipment is needed). You may be subject to additional charges for such work, and these are described in Clause 7.2.

5.2 Urban Network UK Limited may monitor the Service 24 hours a day, 7 days a week, 365 days a year. Relevant details of this activity are set out in the applicable Service Level Agreement.

5.3 Where EFM & GEA services are purchased through TalkTalk Wholesale or BT and you do not receive the minimum speed you have purchased, you are entitled to cancel the service without penalty or can choose to retain the service at a lower speed and lower cost.

5.4 When EFM services are purchased you will take note, EFM services are not transferable between sites or postcodes due to limitations applied by the Operator. You must pay for the existing contract and order a new service.

6. Conditions of Use


6.1 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 all additional equipment and/or services (including, without limitation, a PSTN 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.

6.2 With regard to DSL Backup, the PSTN line for DSL Backup will only receive maximum line speed, and is subject to availability, according to BT’s advertised coverage of exchanges in the UK. Where DSL is not available, a backup dial-up account will be provided.

6.3 With regard to DSL monitoring of Private WAN circuits, the PSTN line for DSL monitoring is subject to availability, according to BT’s advertised coverage of exchanges in the UK. Where DSL is not available, a recommended alternative will be provided.

6.4 You agree to:

a) provide an authorised technical contact, authorised contact number, and pass phrase, to keep any records of such details in separate places and take all necessary steps to ensure the security of such records;

b) without prejudice to the General Terms and Conditions, keep such information private and confidential and ensure, at all times, that it (or they) does (do) not become known to any unauthorised personnel.

6.5 You agree that you will notify us immediately if you become aware of any change in circumstances which may lead you to believe that such information has become known to any unauthorised personnel.

6.6 You agree that we may, from time to time, suspend and/or change your pass phrase (at our discretion if we feel that such step is in the interests of security).

6.7 Any managed hardware, and/or routers, which you purchase from us, will be tested by us and configured to meet your basic network and Internet specifications. In the event that you wish to make alterations to configuration of such Equipment, you agree to contact the Technical team at Urban Network UK Limited to request such changes. Upon confirmation of authorisation, TECHNICAL will make such changes.

6.8 Any fault with the Services and/or the Equipment, which you detect must be reported to us as soon as possible either:

a) by telephone to the TECHNICAL team on 020 7749 6899 8am-7pm;

b) by telephone to the TECHNICAL message service on 020 7749 6899 outside office hours;

c) to such other telephone number as we may notify to you from time to time for this purpose.

7. Charges


7.1 Except as otherwise provided in the Agreement, all Charges and other sums due from you in respect of the Services and/or Equipment shall be set out in the Customer Order Form and/or the invoice relating to such Equipment and/or Services.

7.2 You agree to pay for any and all charges in relation to any additional work for installation of (i) an Access Circuit or, (ii) an Ethernet Circuit. However, prior to incurring such costs, the Customer will be presented with a revised quotation and given the option to proceed or not with the installation work. If the Customer elects not to proceed, no costs will be incurred.

7.3 BT and/or all associated carriers we use can change this contract (including charges) at any time.

7.4 The Supplier reserves the right to raise an ‘Abortive Visit Charge’ of £150 + VAT when entry to your premises is refused, or no access can be gained despite you having agreed that we or any other person may access your premises.

7.5 The Supplier reserves the right to raise a ‘Special Faults Investigation Charge’ of £500 + VAT when you report a fault, and an engineer visits your premises, and discovers that the fault is not a result of a failing or defect in the Ethernet Services and/or Equipment.

8. Termination


8.1 Unless otherwise stated, the Minimum Cancellation Notice Period is 90 days (to expire after the Minimum Service Period).

8.2 The Service is otherwise subject to the termination provisions of the General Terms and Conditions.

8.3 In the event The Service is cancelled by the customer up to the survey result stage or during the installation stage where no excess charges have been presented by Urban Network UK Limited to the customer, the full contract amount equal to that stated on the order form will be payable or where possible a cancellation penalty will be payable, unless there are excess charges presented by Urban Network UK Limited relating to The Service to the customer which were not agreed to by the customer. In this case the service can be cancelled with no penalty.

8.4 Where the customer has ordered a GEA or EFM based service, it may be possible for you to cancel the service within 24 hours of you placing the order with Urban Network UK Limited without receiving a penalty. Any cancellations received later than 24 hours, the full contract amount equal to that stated on the order form will be payable.

9. Notices


9.1 You agree to keep the contact details which you have provided to us up to date. Any notice or other information to be served by us 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 e-mail 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.

9.2 Any notice to be served on us 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 us 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 us.

10. Regrades and Shifts


10.1 The bandwidth of an individual Ethernet circuit cannot be downgraded to a bandwidth which is below the Circuit bandwidth that was initially provisioned for that particular Circuit. For the avoidance of doubt, Circuit bandwidths can be upgraded at any time during the Agreement, subject to the payment of revised Charges as notified to you by The Supplier from time to time.

10.2 Once a Circuit’s bandwidth is re-graded, the new Circuit bandwidth will be subject to a minimum term of one (1) month and any revised Charges will apply for that Circuit from the date upon which it is regraded. For example, where a Circuit bandwidth is regraded from 10Mb to 20Mb, the Minimum Term at 20Mb is one (1) month; thereafter the Circuit’s bandwidth may be re-graded either up or down, provided that the regraded bandwidth is no lower than the original order of 10Mb.

10.3 Site Access bandwidths can be upgraded. Where the existing Site Access bandwidth is within the Minimum Service Period, upgrades will be permitted providing that new Charges and a new Minimum Service Period will apply for the upgrade. The new Minimum Service Period will have a duration of at least twelve (12) months or until the end of the original Minimum Service Period, whichever is the longer. Where a new Minimum Service Period is agreed in respect of any upgrade, this will supersede the existing terms in relation to the applicable Customer Order Form governing the Site Access bandwidths.

10.4 If an external shift is possible, where the existing Site Access is within its existing Minimum Service Period, an external shift will be permitted provided that a new Minimum Service Period is agreed with a duration of at least twelve (12) months or until the end of the existing Minimum Service Period, whichever is the later. Where a new Minimum Service Period is agreed in respect of any upgrade, this will supersede the existing terms in relation to the applicable Customer Order Form governing the Site Access bandwidths. If a shift is not possible, a new Site Access will need to be ordered into the new Site.

Privacy & Cookies

General


By using or viewing this site, you (“User”) signify your agreement to these terms and conditions. If you do not agree to this Agreement please do not use or view this site. Please check this Agreement periodically for changes as the owner of this site reserves the right to revise this Agreement and your continued use and viewing of this site following the posting of any changes to the Agreement constitutes acceptance of such changes. We reserve the right to terminate a User’s use of this site at any time without notice and may do so for any breach of this Agreement or the instructions on this site by User. This Agreement applies to licensors and advertisers as well.

You must be over 18 to agree to this agreement & to use and view this site


This Agreement must be completed, understood and agreed to by a person over 18. If a parent or guardian wishes to permit a person under 18, and under his or her supervision, to use or view this site, he or she should email us with his or her explicit permission and acceptance of full legal responsibility for the minor to do so. If you are not yet 18, if you are easily offended, or are accessing this site from any country where material on this site is prohibited or illegal, please leave now as you do not have permission to access this site.

Licence to Use and View this site


Upon your agreement to this Agreement, we hereby grant you a non-exclusive, non-transferable limited license to use this site in strict accordance with the terms and conditions in this Agreement and as permitted via instructions on this site. You agree not to make any false or fraudulent statements in your use of or to gain access to this site. You acknowledge and agree that all content and services available on this site are property of our business and its advertisers and licensors and are protected by copyrights, moral rights, trademarks, service marks, patents, trade secrets, and other proprietary rights and laws, in the U.S. and internationally. All rights not expressly granted herein are fully reserved by us, its advertisers and licensors.

Licence Restriction


Use Except as may be explicitly permitted through this site, you agree not to save, download, cut and paste, sell, licence, rent, lease, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit, or create derivative works from materials, code or content on or from this site. Systematic retrieval of data or other content from this site to create or compile, directly or indirectly, a collection, compilation, database or directory without written permission from us is prohibited. In addition, use of the content or materials for any purpose not expressly permitted in this Agreement is prohibited.

Security


You agree that if you are issued an exclusive Web Address or Username and Password by us, you shall use your best efforts to prevent access to this site through your Username and Password by anyone other than yourself, including but not limited to, keeping such information strictly confidential, notifying us immediately if you discover loss or access to such information by another party not under your control and supervision. You agree that you shall not try to reverse engineer, reverse assemble, reverse compile, decompile, disassemble, translate or otherwise alter any executable code, contents or materials on or received via this site. You understand that such actions are likely to subject you to serious civil and criminal legal penalties and that the Company shall pursue such penalties to the full extent of the law to protect its rights and the rights of its other licensors. International Users Accessing this site, and services, products or contents available on this site, except as expressly allowed through instructions and truthful statements by the User in regard to use of this site, from places outside the U.S. or where their contents are illegal, is prohibited. Those who choose to access this site from other locations do so knowingly on their own initiative and voluntarily at their own risk and are responsible for compliance with local laws.

Trademarks


The Company’s, licensors’ or other third party materials, services or products referenced on this site are common law or registered trade marks or service marks of such parties.

Third Party Sites


You may be transferred to online merchants or other third party sites through links or frames from this site. You are cautioned to read such sites’ Terms and Conditions and/or Privacy Policies before using such sites in order to be aware of the terms and conditions of your use of such sites. These sites may contain information or material that is illegal, unreasonable or that some people may find inappropriate or offensive. These other sites are not under the control of us, are not monitored or reviewed by us, and are not aware of the contents of such sites. You acknowledge that we are not responsible for the accuracy, copyright compliance, legality, decency, or any other aspect of the contents or any transmissions received through such sites. The inclusion of such a link or frame does not imply endorsement of this site by the us, its advertisers or licensors, any association with its operators and is provided solely for your convenience. You agree that our business and its licensors have no liability whatsoever from such third party sites and your usage of them.

Disclaimer of Warranties


Our Business, its advertisers and licensors make no representations or warranties about this site, the suitability of the information contained on or received through use of this site, or any services or products received through this site. All information and use of this site are provided “as is” without warranty of any kind other than specified in this agreement. The company, advertisers and/or its licensors hereby disclaim all warranties with regard to this site, the information contained on or received through use of this site and any services or products received through this site, including all expressed, statutory, and implied warranties of merchantability, fitness for a particular purpose, title and non-infringement. Our business, advertisers and/or its licensors do not warrant that the contents or any information received through this site are accurate, reliable or correct; that this site will be available at any particular time or location; that any defects or errors will be corrected; or that the contents or any information received through this site is free of viruses or other harmful components. Your use of this site is solely at your risk. User agrees that it has relied on no warranties, representations or statements other than in this agreement.

Limitation of Liability


Under no circumstances shall our business, advertisers and/or its licensors be liable for any direct, indirect, punitive, incidental, special, or consequential damages that result from, or arise out of the use of, or inability to use, this site. Our company’s entire liability, and the purchaser’s exclusive remedy, shall be a refund of the price paid or replacement of our products, at our option. We limit replacement to ninety days.

Indemnification


You agree to defend, indemnify, and hold harmless our business, its advertisers, licensors, subsidiaries and other affiliated companies, and their employees, contractors, officers, agents and directors from all liabilities, claims, and expenses, including attorney’s fees, that arise from your use of this site, or any services, information or products from this site, or any violation of this Agreement. Our business reserves the right, at it own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you shall cooperate with the Company in asserting any available defenses.

Legal Compliance


We may suspend or terminate this Agreement or User’s use immediately upon receipt of any notice which alleges that User has used this site for any purpose that violates any local, state, federal or law of other nations, including but not limited to the posting of information that may violate third party rights, that may defame a third party, that may be obscene or pornographic, that may harass or assault others, that may violate hacking or other criminal regulations, etc. of its agents, officers, directors, contractors or employees. In such event, our business may disclose the User’s identity and contact information, if requested by a government or law enforcement body or as a result of a subpoena or other legal action, and we shall not be liable for damages or results thereof and User agrees not to bring any action or claim against us for such disclosure.

Claims or Representations


Every effort has been made to accurately represent this product and it’s potential. Every effort has been made to accurately represent our product and it’s potential. Any income statements and examples on this website are not to be interpreted as a promise or guarantee of earnings. Earning potential is entirely dependent on the person using our product and does not represent or guarantee that anyone will achieve the same or similar results. Your level of success in attaining the results claimed in our materials depends on the time you devote to the program, ideas and techniques mentioned, your finances, knowledge and various skills. Since these factors differ according to individuals, we cannot guarantee your success or income level

Cookies


This site uses cookies to store information on your computer. Some of these cookies are essential to make our site work and others help us to improve by giving us some insight into how the site is being used.
These cookies are set when you submit a form, login or interact with the site by doing something that goes beyond clicking some simple links. We also use some non-essential cookies to anonymously track visitors or enhance your experience of this site. If you’re not happy with this, we won’t set these cookies but some nice features on the site may be unavailable. To control third party cookies, you can also adjust your browser settings.