This document including the service information included in the Annex forms part of your Residential Customer Service Agreement (“Agreement”) and sets out the terms and conditions (“Terms”) upon which we will supply you with Broadway Partners’ Installation (“Installation”) Service, Internet (“Internet”) Service if applicable, and any Additional or Ancillary (“Additional”) Services which you may choose to purchase from us from time to time. Please read these Terms carefully before you submit your order to us. These Terms tell you who we are, how we will provide our service to you, how you and we may change or end the contract, what to do if there is a problem and other important information. If you think that there is a mistake in these Terms, please contact us to discuss.
(1) Broadway Partners Ltd is a company incorporated in England under Company registration number 07702073 whose registered office is Tempest Building, Tithebarn Street, Liverpool L2 2DT United Kingdom (“Company”, “we”, “us”); and
(2) The Customer being the customer as defined by the customer details completed on the Service Order Form (“Customer”, “you”, “your”).
You can contact us by telephoning our customer service team at 0141 465 8500 or by writing to us at firstname.lastname@example.org or Tempest Building, Tithebarn Street, Liverpool L2 2DT. If we have to contact you we will do so by telephone or by writing to you at the email address or postal address you provided to us in your Service Order Form.
Submission of your Service Order Form does not form a binding contract. We will acknowledge your Service Order Form by email however your order will not be accepted unless and until a satisfactory installation survey (simple and/or detailed) has taken place confirming that we can serve you. If we are unable to accept your order, we will inform you of this in writing and will not charge you. This might be because we are unable to serve you due to your location or property, the equipment is out of stock, because of unexpected limits on our resources which we could not reasonably plan for, because a credit reference we have obtained for you does not meet our minimum requirements, because we have identified an error in the price or description of the service or because we are unable to meet any requirements you have specified.
If following the initial installation survey we are able to serve you, we will email you to accept your order and to confirm a date for Installation. At this point a contract will be formed between you and us. Payments will not commence until your Equipment is installed and you have been satisfactorily shown that the services are live and working. These Terms shall terminate, without charge or payment, if we (in our reasonable opinion) are unable to successfully complete the Installation for reasons beyond our reasonable control.
You agree, either by ticking the box next to ‘I accept the Terms of Service’ on our Website or by signing an Order (when it is not possible for you to place or confirm an Order online) or upon delivery of the relevant Terms to you, to be bound by them. These Terms will apply to all residential Customers. The Services and Equipment we provide to you under these Terms are just for you and your household for personal use and must not be used for business purposes except for remote working (i.e. working from home) and those on our Small Business Tariff (both for 30 Mbps download (an average of 5 Mbps upload service and unlimited data usage)). Currently we only sell to the UK and the website is solely for the promotion of our Services in the UK and we do not accept orders from addresses outside the UK.
We are a member of CISAS, an alternative dispute resolution service certified by Ofcom whose website is https://www.cedr.com/cisas/.
1. Definitions and Interpretation
‘Confidential Information’ is all information identified as such by the disclosing party in writing together with all such other information which relates to the business affairs, finance, products, data, software programs, specifications, documentation, software listings, source or object code, developments, pricing terms, trade secrets, know how, personnel, customers and suppliers of the other party, together with all information which may reasonably be regarded as the confidential information of the disclosing party.
‘Initial Term’ means a period of 12 months following successful installation and/or activation unless otherwise stated on the Service Order Form.
‘Intellectual Property Rights’ means any patents, trademarks, service marks, design rights (whether registerable or otherwise), applications for any of the foregoing copyright, database rights, know-how, trade or business names and other similar rights or obligations whether registerable or not, in any country (including, but not limited to, the UK).
‘Products and Services’ means all equipment, software or services which are detailed on the Service Order Form that are to be supplied to the Customer by the Company under these Terms.
‘Products’ means any equipment detailed on the Service Order Form, supplied by the Company where that equipment is independent of any Services supplied.
‘Product Terms’ means any additional terms and conditions that apply to specific products and services and are referred to on the Service Order Form.
‘Service Order Form’ means the Service Order Form attached hereto (or online form to which these Terms are linked) are together with any applicable Product Terms and these Terms.
‘Subsequent Term’ means any subsequent period of 12 months or otherwise following the Initial Term as agreed in writing by the parties.
1.1 Words in the singular shall include the plural and vice versa and words importing gender includes any other gender.
1.2 Unless otherwise expressly provided, any reference to any legislation shall be deemed to include any amendment replacement or re- enactment thereof for the time being in force and to include any delegated legislation, orders, notices, directions, consents, provisions made thereunder and any condition attaching thereto.
1.3 References to writing shall include any modes of reproducing words in a legible and non-transitory form, including email.
1.4 The headings of paragraphs are for ease of reference and shall not affect the construction of this Contract.
1.5 Unless stated to the contrary in the event of a conflict between the Terms and any Product Terms relating to products and services to be provided by us then the specific Product Terms shall prevail.
2. Service Order Forms
2.1 You shall be bound by all Service Order Forms submitted on your behalf and we will only be bound to supply the Products and Services on our acceptance of the Service Order Form and following receipt of payment of any Charges detailed therein.
2.2 Any quotation made shall be valid for a period of 30 days. Thereafter, we reserve the right to withdraw or revise a quotation at any time prior to acceptance of the Customer’s Service Order Form.
2.3 We reserve the right to charge for any omission or additional cost arising from the provision of inaccurate or insufficient information by you and to revise prices to take into account increases in any costs of providing the Products which occurs between the date of quotation and delivery.
2.4 Unless otherwise agreed in writing prices do not include delivery and taxes (if any) and such costs shall be payable by and invoiced to you.
2.5 All orders are accepted subject to the availability of Products and to these Terms. No terms or conditions put forward by you shall be binding on us.
2.6 You accept that these Terms together with any Product Terms and any specific details stated on its accepted order constitute the entire understanding between the parties and supersede any prior promise, representation, undertaking or understanding of any kind.
2.7 If you request a change or cancellation of an order we reserve the right to reject the change or cancellation or accept it and charge an amendment fee of 5% of the order value.
2.8 No cancellation will be accepted in respect of orders for items not normally stocked by us. Any such items would be specifically ordered for you and will be held by us at your risk and you shall insure accordingly.
3. Company Obligations
3.1 We shall supply the Products and Services as detailed in the Service Order Form in accordance with these Terms and any Product Terms.
3.2 We will configure and install items to the specification provided to you in accordance with the rates detailed on the Service Order Form and in accordance with the service information annexed to this agreement.
3.3 We will use reasonable care and skill in performing such installation/configuration and will perform such Services within a reasonable time.
3.4 We can only install Equipment if someone over 18, who can make decisions about how and where install it, is at home.
3.5 We are not responsible to connect any equipment that we have not provided.
3.6 In the event you change the specification for such installation/configuration, we reserve the right to require payment for implementing such changes at rates notified to you from time to time. If you wish to make a change to any order, please contact us. We will let you know if the change is possible. If it is possible we will let you know about any changes to our Charges, the timing of supply or anything else which would be necessary as a result of your requested change and ask you to confirm whether you wish to go ahead with the change. If we cannot make the change or the consequences of making the change are unacceptable to you, you may want to end the contract.
3.7 Delivery will be to the address specified on the Service Order Form. Times quoted by us are estimates only and any delay in meeting delivery dates shall not give rise to a right to cancel the order or to claim damages. Any request by you for us to delay or split delivery may result in additional costs incurred by us and such costs shall notified to, invoiced and be payable by you.
3.8 We are not responsible for delays outside our control. If our supply of the products is delayed by an event outside our control then we will contact you as soon as possible to let you know and we will take steps to minimise the effect of the delay. Provided we do this we will not be liable for delays caused by the event. We are subject to availability of third party services and the internet and are not responsible or liable for third party or internet failures or outages outside of our control.
3.9 Unless otherwise stated elsewhere in these Terms or in any applicable Product Terms, we shall use all reasonable commercial endeavours to achieve the guaranteed level of Internet related services availability.
3.10 Unless otherwise stated in the Service Order Form and agreed to in writing by us, our standard package offers (Standard Package):
• an average 30 Mbps download, an average upload of 5 Mbps and unlimited data allowance.
• a minimum download speed of 15 Mbps (95% of the time) and a minimum upload speed of 2.5 Mbps (95% of the time)
3.11 Where we are unable to provide the Standard Package set out in 3.10 above an alternative lower speed package is available as follows:
• an average 10Mbps download, an average upload of 2.5 Mbps and unlimited data allowance (Alternate Package).
• a minimum download speed of 5Mbps (95% of the time) and a minimum upload speed of 1.25 Mbps (95% of time).
Unless otherwise agreed in writing by us, the Alternate Package shall only be made available where we are unable to meet the Standard Package offering.
3.12 We will endeavour to carry out necessary network maintenance and support work outside of UK business hours (“Planned Outages”). We shall also endeavour to notify you of any Planned Outages at least five days prior to such work being carried out, although you accept that due to the nature of the Services, this may not always be possible. Wherever possible, we should ensure that there are no more than two Planned Outages per calendar month.
3.13 We may change the Services:
• to reflect any changes in relevant laws and regulatory requirements; and
• to implement minor technical adjustments and improvements, for example to address a security threat. These changes would not affect your use of the service.
4. Customer Obligations
4.1 You agree to use the Company network only for lawful purposes. Any material transmitted through the Company network, or use of any part of it, in violation of any UK law or regulation is prohibited. Such prohibited transmission might include, but is not limited to: copyrighted material owned by a third party without their permission, material legally judged to be threatening or obscene, material protected by trade secret, whether or not you were aware of the content of the material or of the relevant law.
4.2 You hereby consent to our intermittent monitoring (whether authorised by statute or other legislation or otherwise) to ensure lawful use of the Services.
4.3 When you are issued with a password to access the Products and Services, you shall take all reasonable steps to keep such password private and confidential and ensure that it does not become known to other persons. If the password becomes known to any other person, you will immediately inform us and the password will immediately be changed. We may change your password from time to time at our discretion without prior notice.
4.4 You further agree to adopt all reasonably appropriate technical and organisational measures to prevent any unauthorised or unlawful access to your own equipment (including your mail servers) and to prevent third parties from misusing the same for UCEs (unsolicited commercial e-mails), junk mail or other forms of “spam”. In the event that you fail to take such measures and we or any other of our customers are “blacklisted” by any third party organisation due to default in this regard, we shall serve written notice to you to comply with this Clause. In the event that you fail to comply with such notice to our satisfaction within 48 hours, we shall be entitled to suspend the Services.
4.5 You may use the Company’s network to access other Internet connected networks worldwide and agrees to conform to any published and future protocols and standards. In the event that communications by you do not conform to these standards, or if you make profligate use of the Company’s network to the detriment of the Company or any other of our customers, we reserve the right to restrict passage of your communications until you give a suitable undertaking as to use.
4.6 You undertake not to assign, re-sell, sublease or in any other way transfer the Company connection. Contravention of this restriction, successful or not, will result in the termination of the service by us, in which event you are liable for a termination fee.
4.7 If you wish to reject Products (e.g. hardware) supplied by us, you undertake to do so by notice in writing to us within 7 days of delivery or collection of the Products giving detailed reasons for such rejection otherwise all Products shall be deemed accepted. Any payment, credit or refund following return of such rejected Goods to you shall only be given once the same has been received by us from the manufacturer, supplier or insurer as the case may be. No Products shall be returned without our prior approval and we reserve the right to repair Products rather than accept their return.
4.8 You accept that we may vary the technical specifications of Products and Services from time to time for operational or regulatory reasons and such reasonable variance shall not invalidate these Terms.
4.9 If you do not allow us access to provide Services. If you are not available at your address or do not allow us access to your property to perform the Services as arranged (and you do not have a good reason for this) we may charge you additional costs incurred by us as a result. If, despite our reasonable efforts, we are unable to contact you or re-arrange access to your property we may end the contract.
4.10 You will
• follow any reasonable instruction we give and you will help us run any security checks.
• get any permission we need to provide a service in your home or install anything for you
• use the Services lawfully
• not do anything which might have a negative effect on our (or our customer or any other third party’s) equipment, systems, networks, services, brand, reputation or security.
5. Fees and payment terms
5.1 The charges for Products and Services will be stated on the relevant Service Order Form (the Charges). All Charges may be varied by us on 30 days’ notice following the end of the Initial Term. Where applicable, re-activation and/or administration fees (for equipment already installed but not currently in use) may apply.
5.2 The Charges may include:
• a monthly service for the Internet Service
• an installation charge for the Installation Service – which may be paid (i) in total upfront (or by voucher where an applicable voucher scheme is available) or (ii) with a lower upfront payment and up to 12 monthly payments within a year as set out on any Service Order Form and agreed by us.
5.3 You shall pay all applicable Charges in accordance with these Terms.
5.4 We reserve the right to charge you for the Products and/or Service notwithstanding the Products and/or Service not being available due to you failing to comply with either (i) your obligations under this contract or (ii) our reasonable instructions from time to time or (iii) a failure of your systems. We also reserve the right to charge you if unable to provide the Products and/or Service due to third parties unconnected with us (including your old communications service provider) failing to provide the necessary information or services to enable us to provide the Products and/or Service.
5.5 If you are not a credit account holder approved in writing by us, all invoices are payable before delivery of the Products and Services or immediately following submission of a pro forma invoice from us, whichever is the earlier. If you are an approved credit account holder, then invoices are payable 14 days after invoice by way of direct debit unless otherwise previously agreed in writing.
5.6 Should you request a credit account with us, we shall carry out all appropriate credit checks before such supply and you shall provide all assistance and permissions reasonably required to carry out such checks. We shall provide a level of credit at its own discretion. Should the credit required exceed the credit limit agreed by us then any excess will become immediately payable or Products and Services may be withheld until payment has been received. We reserve the right at any time to change the Credit Account limit at its sole discretion. We reserve the right to cancel the contract without penalty at our sole discretion following receipt of the result of such checks.
5.7 Payment of all Charges under any Service Order Form shall be made in full and free from any deductions, rights of set–off, counterclaims or liens.
5.8 We will pass on changes in the rate of VAT. If the rate of VAT changes between your order date and the date we supply the service, we will adjust the rate of VAT that you pay, unless you have already paid for the service in full before the change in the rate of VAT takes
5.9 It is always possible that, despite our best efforts, some of the services we offer may be incorrectly priced. If the correct price at your order date is higher than the price stated to you, we will contact you for your instructions before we accept your order. If we accept and process your order where a pricing error is obvious and unmistakeable and could reasonably have been recognised by you as a mispricing, we may end the contract, refund you any sums you have paid and require the return of any goods provided to you.
5.10 If you think an invoice is wrong please contact us promptly to let us know. You will not have to pay any interest until the dispute is resolved. Once the dispute is resolved we will charge you interest on correctly invoiced sums from the original due date.
5.11 Should we order any third party equipment or services on your behalf you will be responsible for and shall indemnify us against all such costs incurred including, without limitation, any costs incurred due to a cancellation by you.
5.12 Without prejudice to our other rights if you fail to pay any amount on the due date:
(i) We shall have the right to cancel any contract made with you and/or to suspend deliveries;
(ii) We reserve the right to charge you penalties and interest (at the statutory rate) in accordance with the Late Payment of Commercial Debts Interest Act 1998 as amended and supplemented by the Late Payment of Commercial Debts Regulations 2002. This interest shall accrue on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgment. You must pay us interest together with any overdue amount;
(iii) You shall indemnify us and keep us indemnified in respect of all costs (including legal fees) reasonably incurred in attempting to recover such overdue amounts;
(iv) the whole of the balance then outstanding to us by you on any account whatsoever shall become immediately due and payable
6. The Equipment
6.1 Subject to receipt of any applicable Charge in advance, we will provide you with Equipment necessary to enable you to facilitate and enhance usage of the Services you have ordered. This may include a welcome pack, a service receiving device, power adaptor, cables and a booklet and which may be sent to the Premises (or UK delivery address you provide during the ordering process) or to your email address (as we deem appropriate) (the ‘Equipment’). We will advise you of the Equipment to be provided and the applicable Charge for the Services during the ordering process.
6.2 The Equipment remains our property and is to be kept at your premises. You must not move, misuse or neglect the Equipment (or allow it to be moved, misused or neglected). You will need to take good care of all of the Equipment as if it is damaged in your care while you are receiving Services, you may incur additional charges for repair or replacement. Please note that it is a requirement for the Equipment to remain at your premises whether or not you leave the premises or stop using the Services. You must not remove or obscure any labels or markings on the Equipment (or allow them to be removed or obscured). You must allow us to (and allow access to) alter, replace, repair, maintain, upgrade, update or remove the Equipment if reasonably required. We may need reasonable access to your home to do this or we may need you to follow our reasonable instructions.
6.3 If any Equipment we provide in connection with the Services is faulty, we will repair or replace it, providing the fault is not caused by any act, omission or negligence while in your care. Replacement items of Equipment are available on payment of the applicable Replacement Items Fees. You will need to return any faulty or replaced items of Equipment. You will test the returned Equipment and verify the existence and/or cause of the fault. If the Equipment is proven to be not faulty, a service charge may be applied. If, in our reasonable opinion, the fault was caused by any act, omission or negligence while in your care, then we will be entitled to charge you for any applicable Replacement Items Fee.
6.4 Except as expressly set out in these Terms, we will not be liable to you for any loss or damage caused by your installation or use of the Equipment or additional equipment.
6.5 We may, without your consent, share the benefit of the Equipment provided this does not affect your rights under these Terms in a negative way.
7. Fair Usage
7.1 The use of the broadband service by you will be monitored by us to ensure all customers are using the service in a responsible and fair manner. We do not set a limit to fair usage, and provided usage is fair and not excessive so as to detrimentally affect other customers, there is no cap and data is unlimited. If in the sole opinion of the Company (acting at its reasonable discretion) usage is so excessive that our other customers are being detrimentally affected, then we reserve the right to initiate temporary actions as a prohibitive measure, these may include a letter of warning up to and including temporary suspension of service. In any event you will be notified in writing about the action we will be pursuing.
7.2 Illegal torrenting or streaming of copyright material will result in an immediate removal of the Customer from the network and termination of service with the remainder of the contract paid immediately on termination.
7.3 You may use the Company’s network and Services only for lawful purposes. You may not use the Company’s network and Services:
1. In any way that breaches any applicable local, national or international law or regulation.
2. In any way that is criminal, illegal, unlawful or fraudulent, or has any criminal, illegal, unlawful or fraudulent purpose or effect.
3. For the purpose of harming or attempting to harm minors in any way.
4. To send, knowingly receive, publish, post, contribute, distribute, disseminate, collect, access, encourage the receipt of, use, upload, download, record, review or stream, use or re-use any material which does not comply with the Company’s content standards.
5. To transmit, or procure the sending of, any pyramid selling schemes or any unsolicited or unauthorised advertising or promotional material or any other form of similar solicitation (spam) (and should you do so, we reserve the right to block any such materials or solicitation and treat such activity as a breach of this fair use policy).
6. To knowingly or negligently transmit any data, send or upload any material that contains viruses, Trojan horses, worms, time-bombs, keystroke loggers, spyware, adware, corrupted files, or any other harmful programs or similar computer code designed to adversely affect the operation of any computer software, hardware or telecommunications equipment owned by us or any other Internet user or person (except where you pass samples of malware in a safe manner to appropriate agencies for the purpose of combating its spread).
7. To carry on activities that are in breach of any other third party’s rights, including downloading, installation or distribution of pirated software or other inappropriately licensed software, deletion of any author attributions, legal notices or proprietary designations or labels in any file that is uploaded, falsification of the origin or source of any software or other material or that fail to comply with the Data Protection Act 2018 when collecting or using an individual’s personal information as defined in that Act.
8. To monitor or record the actions of any person entitled to be in your home or business premises without their knowledge or any person or thing outside of your home or premises including, without limitation, any public highway or roadway or another person’s home or business premises.
9. To collect, stream, distribute or access any material that you know or reasonably should know, cannot be legally collected, streamed, distributed or accessed.
You also agree:
1. Not to reproduce, duplicate, copy, sell or re-sell any part of our website, network or Services.
2. Not to access without our permission, interfere with, damage or disrupt:
a. any code or any part of a Broadway Partners’ website;
b. any equipment or network which our Internet service, website or telephony service is provided from;
c. any software used in the provision of our website or Services; or
d. any equipment or network or software owned or used by any third party.
3. Not to do anything that may disrupt or interfere with the Company’s network or Services or cause a host or the network to crash.
4. Not to Launch “denial of service” attacks; “mailbombing” attacks; or “flooding” attacks against a host or network (including without limitation port scans, ping floods, packet spoofing, forged routing information, deliberate attempts to overload a service, or any otherwise unspecified form of “denial of service” attack);
5. Not to grant access to our Services to others not residing or located at the premises at which the Internet services are provided.
6. Not to make excessive use of, or placing unusual burdens on, the network.
7. Not to circumvent the user authentication or security process of a host or network.
8. Not to create, transmit, store or publish any virus, Trojan, corrupting programme or corrupted data using the Company’s network or Services.
9. Not to furnish false data on our on-line applications, sign-up forms or contracts, including fraudulent use of direct debit and bank account details or credit card numbers (and such conduct is grounds for immediate termination and may subject the offender to civil or criminal liability).
8.1 You are responsible for protecting your customer id and password(s) used to access our Services and your account with us and for any authorised or unauthorised use made of your password.
8.2 You should not disclose his or her customer ID or password(s) to any third party. If you do so, you are responsible for their use of the account. If your password is disclosed or used without your consent, then you must notify us immediately. You must not use your customer ID or password(s) for any improper use of the Company’s network or to access or attempt to access other parts of the Company’s network or Services if you do not have access rights.
8.3 You are responsible for taking all reasonable steps necessary to prevent a third party obtaining access to the network.
8.4 It is your responsibility to protect his or her computer from computer viruses, adware, malware and spyware by installing and updating adequate anti-virus and security software. We will not be held responsible for security breaches to your computer, its files, or applications.
8.5 We are responsible for retaining copies of his or her own data – We will not be responsible for the loss of any files or data.
8.6 You must immediately advise us if he or she becomes aware of any violation or suspected violation of these Security provisions.
9. Responsibility for improper use
9.1 You are responsible for all uses made of our Services through your account (whether authorised or unauthorised) and for any breach of this fair use policy irrespective of whether an unacceptable use occurs or is attempted or is with or without your knowledge and/or consent and whether or not you carried out or attempted the unacceptable use alone, contributed to or acted with others or allowed any unacceptable use to occur by omission. You agree that we are not responsible for any of your activities in using the network. It is your responsibility to determine whether any of the content or communications accessed via our Services is appropriate for children or others in your household or office to view or use.
10. Excessive usage
10.1 Other than as set out in clause 7 above (Fair Usage), we do not have a traffic management policy (although we reserve the right to implement such a policy in the future, with or without notice as it deems appropriate). However, if in the sole opinion of the Company (at our discretion) your use of the Internet or the Company’s network or Services is so excessive that our other customers are being detrimentally affected, then we may give you a written warning (by email or otherwise). If the levels of activity do not then decrease, we may suspend or terminate your Services, or require you to pay an excessive usage charge or to subscribe to a higher grade of service.
10.2 We will contact you by phone or email, using the contact details you have provided to us to communicate the intention to charge for such calls before amending your account operation. All call tariffs are published on our website.
11. Your Key Legal Rights
11.1 This is a summary of your key legal rights. These are subject to certain exceptions. For detailed information please visit the Citizens Advice website www.adviceguide.org.uk or call 03454 04 05 06.
11.2 As you are receiving services, the Consumer Rights Act 2015 says:
a) You can ask us to repeat or fix a service if it’s not carried out with reasonable care and skill, or get some money back if we can’t fix it.
b) If you haven’t agreed a price beforehand, what you’re asked to pay must be reasonable.
c) If you haven’t agreed a time beforehand, it must be carried out within a reasonable time
11.3 Exercising your right to change your mind (Consumer Contracts Regulations 2013). Where you have ordered online you have a legal right to change your mind within 14 days and receive a refund. However once we have completed the services you cannot change your mind, even if the period is still running. If you cancel within this period but after we have started the services, you must pay us for the services provided up until the time you tell us that you have changed your mind.
11.4 If you cancel a service within the cooling-off period and we’ve provided you with equipment for that service we are entitled to request return of the equipment and the agreement won’t end until you’ve returned the equipment. The following will also apply:
• You must return the equipment to us within 14 days of cancelling a service. We’ll give you some pre-paid packaging for this.
• If you don’t return the equipment within 14 days, you’ll have to pay the full cost of the equipment. That may be more than the price you paid (for example, if you were given a discount in return for taking a service for its minimum term).
• Once we get the equipment back (or see evidence that it’s been returned), we’ll refund what you’ve already paid for it. We might reduce the amount of the refund if we think the equipment is worth less than its original value as a result of it being used or damaged.
12. Terms and termination
12.1 These Terms shall be deemed to have taken effect from signature and shall continue for the Initial Term and any agreed Subsequent Term. Thereafter, the Terms shall continue until terminated by either party giving not less than 30 days’ notice in writing or until terminated in accordance with this clause or unless stated in the Product Terms. We shall notify you within 60 days of the end of the Initial Term and any agreed Subsequent Term and give you the opportunity to terminate on 30 days’ notice in writing, otherwise the Terms shall continue as set out above.
12.2 These Terms shall terminate, without charge or payment, if we (in our reasonable opinion) are unable to successfully complete the Installation for reasons beyond our reasonable control.
12.3 Either party may terminate these Terms forthwith on giving notice in writing to the other party if the other party commits any material breach of any term of these Terms and (in the case of a breach capable of being remedied) shall have failed, within 30 days after the receipt of a request in writing from the other party so to do, to remedy the breach (such request to contain a warning of the other party’s intention to terminate). In particular, we may end the contract by notifying you in writing if:
• you do not make any payment to us when it is due and you still do not make payment within 30 days of us reminding you that payment is due;
• you do not, within a reasonable time,
• provide any information that is necessary for us to provide the Services
• allow us access to your premises to supply the Services;
12.4 In the event that you do not receive the speeds set out in the Standard Package (or Alternate Package if applicable, or as otherwise agreed in writing between us), we shall take steps to log the fault, determine whether the fault can be fixed, advise you if the fault has resulted from factors within your control and provide assistance to alleviate the fault, if the fault resulted from factors within our control we shall take all reasonable steps to ensure the fault is corrected. If after taking all reasonable steps and implementing any advice you continue to receive speeds below the minimum set out in your package (or, in the case of business customers, significantly below), you may terminate the Terms immediately, without penalty. Alternatively, without prejudice to your right to terminate, you may opt to receive the Alternate Package or to receive speeds lower than the minimum set out in your package or agree any other remedy offered by us.
12.5 Any termination of these Terms (howsoever occasioned) shall not affect any accrued rights or liabilities of either party nor shall it affect the coming into force or the continuance in force of any provision hereof which is expressly or by implication intended to come into or continue in force on or after such termination, which includes without limitation, your obligation to make any payment due to us for Products and Services supplied (including for the avoidance of doubt any charges incurred in respect of work in progress) prior to the date of termination. For the avoidance of doubt, Charges shall become due and payable during any period of notice of termination and in the event that termination occurs during any Initial Period, you shall pay any and all Charges due until the expiry of any such Initial Period.
12.6 Either party may terminate this agreement forthwith if an order is made or an effective resolution passed for the liquidation, winding up, dissolution or bankruptcy (other than by way of members voluntary liquidation or pursuant to any amalgamation or reconstruction on mutually agreed terms) of either party or a receiver, administrative receiver, administrator or trustee in bankruptcy is appointed over all or any of the revenues or assets of either party.
12.7 We may suspend Services if you have not paid us when you are supposed to, until you have paid any outstanding amounts. We will contact you to inform you if this is the case and provide you with one further opportunity to make payment before any such suspension commences.
12.8 If you seek to end the contract before it is completed, you may have to pay us compensation. A contract for services is completed when we have finished providing the services and you have paid for them. We may charge you (or deduct from any advance payment) reasonable compensation for the net costs we will incur as a result of your ending the contract.
12.9 You may be responsible for any costs of return of equipment we collect from you. If so, we will charge you the direct cost to us of collection. You are not responsible for costs of return if the equipment is faulty or mis-described, you are ending the contract because we have told you of an upcoming change to the Services or these Terms, an error in pricing or description, a delay in delivery due to events outside our control or because you have a legal right to do so including as a result of something we have done wrong.
12.10 Any refunds due will be paid within 14 days. We may charge you or deduct from any refund of advance payment an amount for the supply of the service for the period for which it was supplied. The amount will be in proportion to what has been supplied, in comparison with the full coverage of the contract.
13.1 We warrant that we have the authority to license the Products and to provide the Services relating to these Terms.
13.2 Where we are acting as a reseller in respect of any Products, we shall pass on to you such unexpired warranties we receive from the manufacturer of the goods as are capable of transfer and our liability shall be limited to such guarantee as we receive from the manufacturer.
13.3 Except as expressly set forth in these Terms and any Product Terms, all warranties, terms and conditions, whether oral or written, express or implied by statute, common law, or otherwise (including but not limited to any warranties, terms and conditions of fitness for purpose, description or quality) are hereby excluded. Please note in particular, that without limiting the generality of clause 6.3, we do not warrant, represent or guarantee in any way whatsoever that our Products or Services will be virus free, worm- free, spam-free or inaccessible to malicious code or malignant third parties. We advise that you take legal advice as to your liability in relation to the transmission of viruses and other unwanted material and to refer to your insurers in relation to such matters.
13.4 You acknowledge that software products are by their very nature susceptible to imperfections in operation and subject to Clause 7.1 no warranty is given in respect thereof.
13.5 You agree to indemnify and hold us harmless from any claim brought by third parties, alleging the use of our Services by you has infringed any right of any kind applicable in the UK or by International legislation and regulation. You shall defend and pay all costs, damages, awards, fees (including reasonable legal fees) and judgements finally awarded against us arising from such claims. Furthermore, you shall provide us with notice of such claims, full authority to defend, compromise or settle such claims and reasonable assistance to defend such claims at your sole expense.
14. Limitation of liability and non-availability
14.1 Neither party excludes or limits its liability to the other where it would be unlawful to do so including for death or personal injury caused by its negligent act or omission.
14.2 We shall not be liable in respect of any adverse effect on Services resulting from application or operation of any process by you unless recommended by us or agreed to by us in writing.
14.3 We are responsible to you for foreseeable loss and damage caused by us. If we fail to comply with these Terms, we are responsible for loss or damage you suffer that is a foreseeable result of our breaking this contract or our failing to use reasonable care and skill, but we are not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if either it is obvious that it will happen or if, at the time the contract was made, both we and you knew it might happen, for example, if you discussed it with us during the sales process. If we are providing Services in your property, we will make good any damage to your property caused by us while doing so. However, we are not responsible for the cost of repairing any pre-existing faults or damage to your property that we discover while providing the Services. However, we will not be liable for damage which you could have avoided by following our advice or for damage which was caused by you failing to correctly follow instructions or to have in place any minimum requirements advised by us.
14.4 We are not liable for business losses. We only supply the Services for domestic and private use. If you use the Services for any commercial, business or re-sale purpose we will have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity.
14.5 Subject to clause 14.1 our maximum aggregate liability for all claims made by you in relation to any Products or Services under a Service Order Form shall not exceed the Charges paid under the applicable Service Order Form in the previous 12 months for those Products and Services against which the claim is made however that claim may arise including, without limitation, negligent error or omission, breach of contract, tort, misrepresentation (excluding fraudulent misrepresentation) or breach of statutory duty.
14.6 We accept no liability for failure to deliver the Products or perform the Services that arise from the acts or omissions of any third party including but not limited to our suppliers or third party telecommunications providers or for any failures or faults of their equipment.
14.7 We will use all reasonable endeavours to provide a prompt and continuing service. We will not be liable for any loss of data resulting from delays, non-deliveries, missed deliveries, or service interruptions caused by events beyond our control or by errors or omissions of you.
14.8 You acknowledge that we are not the manufacturer of any Products supplied here under. Save as expressly provided for in these Terms, we give no warranties in relation to the Products and shall not be liable to you whether in damages or otherwise for any damage to or defect in the Products. You must rely solely on any warranties given to you by the manufacturer of the Products or as passed to you in accordance with this agreement.
14.9 Unless we expressly agree otherwise under a separate contract we are not responsible for the security of your own networks and/or systems and shall not be liable for unauthorised access thereto.
14.10 Notwithstanding any provisions of this Clause in the event of Critical (as defined in the relevant Product Terms) non-availability of connection or use of all of the Services or Products supplied by us which results in non-availability below the guaranteed level in any specific Product Terms, you may be entitled to a refund in respect of any Charges. Such refund is dealt with in the applicable Product Terms. For the avoidance of doubt, simultaneous non-availability of more than one Service or Product shall not give rise to more than one claim for compensation and shall be treated as one claim only.
14.11 You acknowledge that we are unable to exercise control over the content of any information passing over the Company connection and or the Company network. You further acknowledge that we hereby exclude all liability in respect of any transmission or reception of information of whatever nature.
14.12 We shall not be liable for any failure of the Products and Services which results from any interference by you or any third party which is not in accordance with the standard use of the Products or Services or following our written instructions.
14.13 Subject to Clause 12.1, we do not accept liability under or in relation to any Service Order Form nor its subject matter (whether such liability arises due to negligence, breach of contract, misrepresentation, or for any other reason excluding fraudulent misrepresentation) for any loss of profits, loss of business, loss of anticipated savings, loss of sales or turnover, loss of, or damage to reputation, loss of contract, loss of customers, nor loss of use of any software or data, loss of use of any computer or other equipment or plant, wasted management or other staff time, losses or liabilities under or in relation to any other contract, nor any indirect, consequential loss or damage of any kind. For the purposes of this clause, the term “loss” includes a partial loss or reduction in value as well as a complete or total loss.
14.14 Both parties expressly agree that should any limitation of liability clause or provision contained in these Terms be held to be invalid under any applicable legislation (primary or otherwise) or rule of law by reason of some part of that clause or provision it shall, to that extent, be deemed omitted, but if we thereby become liable for loss or damage which would otherwise have been excluded or limited, as the case may be, such liability shall be subject to the other applicable limitations and provisions set out herein.
15. Title and Licensing
15.1 You acknowledge that we (or where applicable the third party owner) shall own and shall retain title to all Intellectual Property Rights to all Products and Services (if any) supplied pursuant to or created as a result of any Service Order Form and any copies thereof. Title in the media on which the Software and Documentation are recorded shall only pass to you on payment in full of the applicable Charges.
15.2 At the request and expense of the Company, you shall do all such things and sign all documents or instruments reasonably necessary to enable us to obtain, defend and enforce our rights in the Software and Products.
16. Trade Mark copyrights and patents
16.1 You recognise our ownership of and title to all trademarks, service marks, trade names, patents, copyright and other intellectual property rights.
16.2 You will take no action to violate, obliterate, remove, alter, conceal or misuse any such marks, trade name or copyright notice.
16.3 You will promptly notify us if you becomes aware of any infringement of such intellectual property rights by any third party and shall provide its reasonable assistance to us and/or the manufacturer in connection with any resultant proceedings.
17. Data Protection and Confidentiality
17.2 The provisions of clause 16.1 shall not apply to Confidential Information that:
(i) is or later becomes generally available to the public, otherwise than through any act or omission on the part of the Customer or the Company,
(ii) you or the Company can show was in their possession at the time of disclosure and which was not acquired directly or indirectly from you or the Company under obligations of confidentiality,
(iii) is information rightly acquired from others who did not so far as the acquirer was aware obtain it under pledge of secrecy from you or the Company,
(iv) is information required to be disclosed or retained by law or relevant regulatory authority.
18.1 Neither party shall be liable for any delay in performing its obligations as a result of any circumstances beyond its reasonable control – “Force Majeure”; such as but without limitation to lightning, flood, exceptionally severe weather, fire, act of God, explosion, war, terrorism, civil disorder, strike industrial dispute (whether or not involving employees of either party), malicious damage (including virus/hacking attacks or other intentional malicious acts of third parties), compliance with a law or governmental order, rule, regulation direction, accident, third party interference, actions or omissions of telecommunication providers.
18.2 You hereby warrant to us that you have not been induced to enter into these Terms by any prior representations whether oral or in writing, except as specifically contained in these Terms and you hereby waive any claim for breach of any such representations which are not so specifically mentioned.
18.3 No waiver, delay or indulgence by either party in enforcing the provisions of these Terms shall prejudice or restrict the rights of that party nor shall any waiver of its rights operate as a waiver of any subsequent breach. If we do not insist immediately that you do anything you are required to do under these Terms, or if we delay in taking steps against you in respect of your breaking this contract, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date. For example, if you miss a payment and we do not chase you but we continue to provide the Services, we can still require you to make the payment at a later date.
18.4 We may assign, sub-license, sub-contract or otherwise transfer the agreement to any associated company or body.
18.5 This contract is between you and us. No third party or other person shall have any rights to enforce any of its terms (unless expressly stated).
18.6 These Terms together with the Service Order Form and any relevant Product Terms supersedes all prior agreements, arrangements and understandings between the parties and constitutes the entire agreement between the parties relating to the subject matter hereof. No addition to or modification of any provision of these Terms shall be binding upon the parties unless made by a written instrument signed by a duly authorised representative of each of the parties.
18.7 If any provision of these Terms is invalid or unenforceable at law, then such provision shall be severed and the remainder of these Terms shall continue in full force and effect.
18.8 To the fullest extent permitted by law (i) these Terms shall be governed by and construed in accordance with the laws of England, and (ii) any dispute that may arise between the parties shall be determined by the English Courts and the parties hereby submit to the exclusive jurisdiction of the English Courts. Only to the extent that it is required by law, (i) customers living in Scotland may bring proceedings in either the Scottish or the English Courts and (ii) customers living in Northern Ireland may bring proceedings in either the Northern Irish or the English Courts.
Annex – Service information (forming part of the Terms)
The following sets out the principal service elements that will be provided to the Customer as part of the Terms. The Company reserves to revise these from time to time.
One TV style aerial or one 30, 40 or 50cm dish, TVWS or 5Ghz radio, adapter, WiFi router, brackets and clamps.
Standard Installation An appropriate bracket will be supplied by Broadway Partners appropriate to the installation.
The engineer will choose where to mount the radio to best supply the property with internet and, if possible, give options to the home owner for best location. The engineer will take into consideration any requests, but for technical or other reasons may need to install the Equipment as it feels fit.
The engineer will run a cable via the shortest route hiding cable where possible in guttering or by running cable through an internal loft space.
Entry will be made into the property through am exterior wall no greater than 2 feet in depth at a place of the Customer’s choosing providing it is within 20 meters of the radio mount point on the same building.
The internal router supplied by Broadway Partners shall be connected to a loose 3 meter cable on the interior of the premises, which shall be handed to the Customer for placement by the Customer. Broadway Partners shall not be responsible for positioning and/or securing the cable and router.
The service will be demonstrated as operational when the engineer completes a test to a speed test server matching the choice of package and shows the Customer the current date on the BBC website (or alternative UK based trusted high authority website).
What is not included in either installation?
Training on using the internet or anything else related to the internet or computers. Configuration of customer devices.
Failed or Cancelled Installations
The Customer should cancel the installation no later than 24 hours before the given date/time. Failure to do so will result in a charge at the installation fee.
If the installation fails because of a fault of the Customer which can include refusing to allow the engineer to mount Equipment the Customer will be charged for the visit at the installation fee.
If the installation fails because of an issue with the Engineer, the Customer will not be charged for the visit and a further visit will be scheduled.
If the installation fails because the Company cannot provide service, the Customer will not be charged and the Company will endeavour to find a remedy. The work-around may involve a bespoke solution such as a relay or a change in tariff.
If the installation fails completely or the Customer does not want the alternative provision the Company will refund the Customer’s money at the latest within 30 days.
Further Customer Obligations
The Customer or a representative of the customer should be present during the installation.
The engineer should be given unhindered access to all areas of the property and provided with a working electricity point in the vicinity of the router and cable entry point.
If asbestos or any other harmful materials are present the Customer must inform the Company and a copy of the asbestos/harmful materials register handed to the engineer prior to work commencing. If the installation is on a business premises the asbestos register must be submitted to the engineer prior to install. Failure to do so will result in a failed install.
The demarcation point for support and maintenance is the Customer router. Anything past the router is not supported. Testing will take place with a device plugged directly into the router via an Ethernet cable.
© Broadway Partners, November 2019