You can also download these Terms and Conditions here

 

Purpose

This document outlines the terms and conditions that will govern the purchase of products and services from us, Wildanet Limited a company registered in England with company no: 10586466 of Westbourne House, West Street, Liskeard, PL14 6BT by you, the customer named on the Commercial Schedule (each a “party”, and together, the “parties”); to which end, the parties agree the following:

 

1. Entire agreement

1.1 This agreement, together with any document referred to in it, is the whole agreement between the parties and as such supersedes and extinguishes any previous drafts, agreements, arrangements, promises, warranties, representations and understandings between them, whether written or oral, relating to its subject matter and is made up of the documents listed in clause 1.2.

• • The parties agree that neither party has been encouraged to enter into this agreement by any representation or promise other than those explicitly written in this agreement.
• If there are any inconsistencies between the documents making up this agreement, then, unless we state otherwise, the documents will take priority in the order (highest priority first):
  • The Commercial Schedule
  • These General Terms and Conditions for Business Customers
  • The Service Level Agreement for Business Customers
  • The Business Customer Pricelist
  • The Product Specification Document for the relevant service
• No other terms (including your standard terms) form part of this agreement, even if they have been provided to us or are referred to in any order for the service or any related services.
• Any changes to this agreement will be evidenced in writing by us either by the publication of a change of our terms published on the Wildanet website or recorded in writing (which may be via email).

• The service will commence on the earlier of:
  • the date you first use the service; or
  • the date our acceptance tests are passed at the site.

2. Definitions and interpreting this document

• Where the following words are printed in bold in this agreement, they have the meanings set out below:

acceptance tests means the tests we carry out to check that the service is ready for use.

agreement has the meaning ascribed in clauses 1.1 and 1.2.

base rate has the meaning ascribed in clause 12.5.

Business Customer Pricelist means the document that details our fees for our services.

Commercial Schedule means the document provided by Wildanet that details the your order for services and contains any additional terms and conditions specific to the service and you.

confidential information means information which a party marks as confidential or which is clearly confidential.

consumer means an individual buying the service for personal home use which is not in connection with their trade, business, craft or profession.

contract year means a 12-month period commencing with the service start date or any anniversary of it.

gaining provider means a third-party provider of an Ofcom regulated service serving a cancellation notice on your behalf.

law means any relevant law, statute, regulation, guideline or code of conduct (whether or not they are legally binding) which applies to you or us in a relevant jurisdiction.

materials means any digital or physical material, including the Product Specification Document, processes, reports, manuals, drawings, information, user guides, instructions or other information that we publish in connection with the service.

minimum commitment period means the minimum length of time for which the service will be provided.

missed appointment charge means the fee charged by Wildanet when the customer misses an appointment or reschedules an appointment with less than one full working day’s written notice.

party (and parties) has the meaning ascribed in the Purpose section at the beginning of these General Terms and Conditions for Business Customers.

planned service availability date means the date by which we aim to have finished installing the service equipment, any purchased equipment and the service.

Product Specification Document means the document which describes the service.

purchased equipment means any equipment you buy from us in connection with the service.

rental means the recurring charge for the service, as set out in the Commercial Schedule, or the Business Customer Pricelist, or as otherwise agreed in writing. If no recurring charge frequency is specified, then the rental stated will be a monthly rate.

Ofcom regulated service means any service to which Ofcom’s general conditions of entitlement apply.

service means the service we provide to you under this agreement.

service equipment means the equipment (excluding purchased equipment), software and associated materials we provide to you to facilitate your use of the service.

service start date means the date the service starts which is date you first use the service, or the date our acceptance tests are passed at the site, whichever is earlier.

site means (where applicable) a physical location at which any service equipment or purchased equipment is/will be located and/or to which a service is/will be provided to you.

small business means a business customer with fewer than eleven (11) employees.

supplementary service means an optional additional service taken by you under this agreement and which has a minimum commitment period or notice period of thirty (30) days or less.

survey means any investigations we conduct or attempt to conduct at the site.

early termination charges means the fees that we charge you if the service is terminated, cancelled or ends before the minimum commitment period has been completed, as set out in clause 10.8.

VOIP means voice over internet protocol

Wildanet network means the communications network operated by Wildanet.

Wildanet website means www.wildanet.com or any other web address we tell you about from time to time.

working day means 9am to 5pm Monday to Friday, excluding bank holidays in England.

working hour means an hour during a working day.

your equipment means any equipment (except service equipment) used to receive, use or connect to the service, including purchased equipment.

• In this agreement:
  • obligations on a party to do something (or ensure something is not done) includes the obligation to procure that the party’s personnel, subcontractors, representatives and agents do that thing (or ensure that thing is not done, as applicable)
  • where an obligation is on a party to ensure something does not happen, the party must do everything reasonably possible to prevent any other person doing that thing;
  • any reference in this agreement to a specific law is to be interpreted as referring to the relevant law as it is amended, extended or re-enacted from time to time;
  • the headings in this agreement are for convenience only and will not affect its interpretation;
  • unless otherwise stated, references to “sections”, “clauses”, and “attachments” are references to sections, clauses and attachments of this agreement;
  • words importing singular include plural and vice-a-versa;
  • any words that follow the words “including”, “include”, “in particular”, “for example” or any similar expression are given as illustrative examples only and do not limit the sense of the words included before that expression was used or reduce the generality of the clause in any way;
  • the word “you” includes your employees and agents, any person who we believe is acting for you, and any person who takes over your business;
  • the word “your” means something belonging or in relation to you;
  • the words “we” and “us” includes our employees and agents, any person acting for us, and any person who takes over our business;
  • the word “our” means something belonging or in relation to us; and
  • the word “person” includes any person, agency, association, business, company, firm, government, organisation, partnership, trust, and any other entity.
• If you have bought multiple services together, then, unless otherwise stated in the Commercial Schedule, these General Terms and Conditions for Business Customers will apply to each service as if the customer had bought each service

3. You, as a customer

• This agreement is meant for business customers only. A person who buys the service from Wildanet, will have different rights depending on whether they are a business customer or a consumer. If you are an individual buying the service for personal home use, then you must let us know so that we can provide you with the appropriate
• If you are a small businessor a not-for-profit organisation, then you must ensure that this is stated in the Commercial Schedule. If you become a small business or a not-for-profit organisation during the period of this agreement, then you must provide us with written notice of your change in status. We need to know this information so that we can provide Ofcom regulated services in line with Ofcom’s General Conditions of Entitlement.
• You must not resell, rent or lease any service or service equipment provided under this agreement, either in whole or in part, without our prior written permission.

4. Ordering the service

• All orders must be submitted via our Commercial Schedule or via an amendment to our Commercial Schedule which must be signed by you and us.
• This agreement will come into force at the earliest of the following events:
  • Both parties have both signed the Commercial Schedule;
  • we have sent you an email accepting an online order submitted by you through the Wildanet website;
  • we make the service available to you; or
  • you start using the service.
• Unless a party terminates this agreement early (in the way allowed under this agreement), it will stay in force for the minimum commitment period and then continue until either party terminates this agreement.
• The minimum commitment period may be stated in the Commercial Schedule. If no period is stated in the Commercial Schedule, then the minimum commitment period is 24 months. The minimum commitment period commences on the service start date. If the service involves installing equipment at more than one site, then the minimum commitment period will start on the service start date of the last site equipment is installed at, unless the Commercial Schedule says
• Unless either party terminates this agreement early (in one of the ways allowed under the terms of this agreement), it will stay in force for the duration of minimum commitment period and then continue until either party terminates under clauses 17.2, 17.3 or 18.2.
• We will only provide the service if:
  • we are provided with adequate and safe access to the site in accordance with the clauses in section 8 (Access to the site));
  • we are satisfied with the results of our survey; and
  • you pass all identity and credit checks that we
• We may take instructions from, and rely on the instructions of, any person that you nominate for this purpose or whom we reasonably believe is acting on your behalf and with your

5. Installing and maintaining the equipment

• We will use our reasonable efforts to install and connect the required service equipment and purchased equipment, to ensure the service is available on or before the planned service availability date. However, the planned service availability date together with any other lead times we provide to you are estimates only and are not binding on us.
• We may change the planned service availability date to accommodate any delay resulting from:
  • your actions, neglect or any failure to meet your obligations under this agreement; or
  • the parties’ written agreement to change the planned service availability date; or
  • any of the circumstances set out in the clauses in section 21 (Events outside your or our control),

and any such change will not give rise to a right for you to terminate under clause 17.4 or clause 22.3

• Before we connect the service equipment and purchased equipment, you must, at your own expense:
  • provide at the site the safe access, space and power together with and any other equipment or facility stated in this agreement or any other written communication between the parties that we require to install and maintain the service equipment and purchased equipment;
  • make any necessary preparations in accordance with any instructions we have provided to you; and
  • Ensure that you have procured the full rights for us to use any cabling, wiring or equipment already installed at the site, that you wish us to use to provide the service, and warrant that it meets all relevant standards and any specifications we provide to you.

 

• We may charge you a missed appointment charge at the rate detailed in the Business Customer Pricelist if, on an agreed date, you:
  • do not keep an agreed appointment for us to enter the site to conduct a survey;
  • cancel with less than two (2) working days’ notice an agreed appointment for us to enter the site to conduct a survey;
  • do not allow us to conduct work at a site to install, repair or maintain the service equipment, purchased equipment or the service; or
  • fail to take delivery of the service equipment or purchased equipment.
• Wemay charge, and you must pay, a call out charge (at the rate detailed in the Business Customer Pricelist) if:
  • any repair or maintenance work is needed because:
    • you misused, neglected or damaged the service equipment, purchased equipment or the service;
    • you disconnected the service equipment, purchased equipment or the service (whether accidentally or intentionally);
    • of a power failure;
    • a fault in, or other problem associated with, your own equipment or any electronic communications system not run by us; or
    • you have failed to keep to any part of this agreement; or
  • our engineer attends the site to attempt a repair for a fault that you have reported and determines that there is no fault and no repair or maintenance work was needed.
• We will use reasonable efforts to situate the service equipment and purchased equipment in the exact location you specify, but if we deem that location to be inappropriate or problematic for any reason, then we may situate the service equipment and purchased equipment in an alternative location we deem appropriate. Our decision on the exact location will be final and binding.
• The service equipment will remain our property at all We will own the purchased equipment until you have paid us the full purchase price. You will make our ownership of the service equipment (and any purchased equipment for which you have not finished paying us) clear to all third parties.
• Once delivered to the site, it is your responsibility to ensure that the service equipment and purchased equipment is kept safe and used properly at the site. Unless the loss or damage results solely from our negligence, actions or failings, you will have full liability for any loss of or damage to the service equipment and you must fully compensate us for any such loss or damage.
• You must notify us immediately of any loss of or damage to the service equipment and you must follow any reasonable instructions we give you to mitigate the effects of that loss or damage.
• When you report a fault to us, we will use reasonable efforts to restore the service within the time scales detailed in the Service Level Agreement for Business Customers.
• You must not:
  • Do anything which would affect our right of title over the service equipment;
  • Allow the service equipment to be repaired, serviced, tamper with, moved, altered or interfered with by any person other than us or our authorised representative;
  • Do anything which is likely to damage the service equipment or reduce its performance or operation;
  • Remove, tamper with, change or mask any words or labels on the service equipment or any part of it;
  • Allow any changes at the site which are likely to damage the service equipment or reduce its performance or operation; or
  • Allow any changes to the purchased equipment which could adversely affect our ability to provide the service under this agreement.
• We are responsible for maintaining and repairing the Wildanet network, the service equipment and the service.
• You must allow us to inspect, test, maintain and update the service equipment at all reasonable times and during working hours after giving you reasonable notice.
• We may alter or replace the service equipment from time to time as long as the replacement service equipment does not significantly and negatively impact the service.

6. Your equipment

• You will indemnify us against any loss or damage arising directly or indirectly from any use of your equipment in connection with the service.
• You are entirely responsible, and we accept no liability, for:
  • the security of the site;
  • the security of your equipment;
  • the security of your systems; network; information and data;
  • the integrity of your information and data;
  • backing up your information and data, and ensuring it is secure before we install the service equipment and purchased equipment;
  • ensuring your equipment is appropriately configured, connected for use and compatible with the service equipment, the purchased equipment, the service and any other network, service or equipment you intend to use;
  • following follow any reasonable instructions we give you regarding the preparation of your equipment and the site. We will not be liable for any loss or damage arising from you failing to follow our instructions or any other instructions or procedures that apply to using your equipment, the service equipment, the purchased equipment or the service;
  • ensuring your equipment is in good working order and suitably maintained; and
  • ensuring your equipment meets all standards and law that apply.
• Unless otherwise agreed in writing, you are responsible for:
  • connecting your equipment to the Wildanet network; and
  • repairing and maintaining your equipment.
• If we reasonably believe that any of your equipment either:
  • does not meet any standard or law that applies at the time;
  • may cause injury to any person;
  • may cause damage to property; or
  • may reduce the quality of any service we provide,

then you must disconnect and make safe the relevant piece of your equipment immediately.

7. Accepting the service

• After installing the service equipment and any purchased equipment we will conduct acceptance tests to make sure that the service is ready for use at the site.
  • If the service is not ready for use, then we will conduct any necessary work and repeat the acceptance tests.
  • Acceptance tests can be conducted in your presence, if you so request, as long as you are available throughout the agreed appointment time.
  • We may ask you to sign a form confirming that the service equipment, purchased equipment and the service have passed all acceptance tests. If you have not signed the form within five (5) working days of being asked to do so, but have not notified us that you reasonably believe that the acceptance tests were successfully passed, then the service equipment and purchased equipment will be deemed to have been installed successfully on the date the acceptance tests were conducted. In any event, if you make use of the service after its activation, then you will be deemed to have accepted the service and the acceptance tests will be deemed as successfully passed.

8. Access to the site

• In order to meet our obligations under this agreement, upon giving you reasonable notice (except in an emergency, when we do not need to give notice), you must allow us and if necessary, help us to:
  • Enter those parts of the site, your other premises or your land (as necessary) in connection with providing the service;
  • Conduct work in connection with installing, maintaining, adjusting, repairing, moving, replacing, renewing or removing the service equipment at the site; and
  • Install the service equipment and any other equipment that is reasonably necessary for the service or the work set out in this clause 8.1.
• To allow us to exercise our rights under clause 8.1, you must, at your own expense:
  • provide a safe and suitable working environment for us at the site, your other premises and/or on your land; and
  • procure any necessary permissions or wayleaves.
• We will have no liability to you and you will indemnify us against any related claims if you cannot obtain the permission or wayleaves necessary for us to meet our obligations under clause 8.1.
• Each party must follow all reasonable instruction from the other party or a relevant third party in connection with any permission and wayleaves procured under clause 8.2.
• Any person who allows us to enter the site or any other premises or land referenced in clause 8.1, will be considered to have your authority to grant us
• When exercising any of our rights under clause 1 we will take reasonable steps to cause as little amount of damage as possible and we will make good any damage that we caused at the site.
• Each party agrees to comply with the reasonable health and safety requirements of the other party at the site and in connection with the installation and set-up of the service equipment and purchased equipment and the activation of the service.
• Clauses 8.1 to 8.7 will remain in force for as long as necessary for us to exercise our rights to disconnect any service equipment and remove it from the site, even if this agreement has ended.

9. Pricing

• Unless otherwise agreed in writing, you will pay all charges for the service, purchased equipment and any other services we provide to you at the rate shown in the relevant Commercial Schedule or Business Customer Pricelist. If a charge for the relevant service or equipment is not shown in the Commercial Schedule, then the charge will be at the rate published on the Wildanet website or confirmed via email at the time the service or purchased equipment is supplied.
• We estimate our costs for installing and connecting the service using the information we have at the point of making that estimate. These estimated costs underpin our charges documented in the Commercial Schedule and the Business Customer Pricelist. We may amend or make additional charges for service where:
  • we work at your request outside of our normal working hours for the provision of the service;
  • we correct any defect or fault caused by you or any person other than us;
  • meeting our obligations under this agreement is made more difficult or costly by your actions or omissions (including breach of your obligations under this agreement) or any other third party outside of our reasonable control;
  • the conditions at a site create unforeseen complications in respect to accessibility or to the siting of equipment;
  • you change your requirements as to, or have misrepresented, the nature or extent of works to be provided by us;
  • you restrict or have, in our reasonable opinion, misrepresented the extent of access, co-operation or assistance which you or third parties will provide to us to facilitate the provision of the service;
  • when we are installing and connecting the service, we discover something which was not highlighted by the survey, and this results in there being additional costs; or
  • when we are installing and connecting the service, you or the landlord of the site ask us to make a change to the service, and this results in there being additional costs.
• If we increase our charges under the provisions of clause 9.2, then we will notify you of the change and you will have the right to terminate this agreement for thirty (30) days from the date of that written notice. To exercise this right to terminate this agreement, you must give us at least thirty (30) days’ written notice. For the avoidance of doubt, changes to the charges tiggered by clause 9.2 will not give you a right to terminate under clause 17.4 or clause 22.3. If you exercise your right to terminate under the provisions of this clause 9.3, then you will not have to pay early termination charges. If you do not exercise your right to terminate under the provisions of this clause 9.3, then you must pay the increased charges.
• Charges based on usage will be based upon usage data captured by us or our suppliers, not on information provided by you.
• Our charges for business customers are shown exclusive of VAT which will be charged in addition at the rate applicable from time to time
• We may increase the rental after the expiry of the minimum commitment period by giving you at least thirty (30) days’ written notice. When we email you to notify you that the minimum commitment period is coming to an end, we will tell you about any changes to the rental (and about any other changes to the service) which will apply.
• It is always possible that, despite our best efforts, we may make an error in the charges we quote to you. If we need to change our charges after you have placed an order (e.g. because of additional installation costs following a survey at the site), but before the service has been activated and accepted, then we will contact you to check that you wish to continue with your order for the service. If we accept an order where a pricing error is obvious and unmistakeable, and, in our opinion, could reasonably have been recognised by you as a mispricing, and if you do not agree to pay the corrected amount, then we may terminate the contract and refund to you any sums that you have already paid.
  
  
• Each year on the first day of December, we will increase the rental for the service by the amount specified in the Commercial Schedule. If no amount is specified in the Commercial Schedule then the annual increase to the rental will be:
  • two pounds and fifty pence (£2.50) plus VAT per month for each full fibre broadband service
  • be fifty pence (£0.50) plus VAT per month for each VOIP line, VOIP licence or VOIP

This annual price increase will not constitute a material change to this agreement and as such, it will not give you a right to terminate this agreement.

• In addition to the provisions in Clause 9.8, we may increase the rental or service usage charges during the minimum commitment period by giving you at least thirty (30) days’ written notice if the increase is directly due to an increase in the charges we pay to a third-party communications operator for elements of the service. If in any one contract year the increase is less than the higher of:
  • ten percent (10%); or
  • the amount specified as a possible increase in the Commercial Schedule,

then these price increases will not constitute a material change to this agreement and as such, it will not give you a right to terminate this agreement.

10. Invoicing

• Rental charges for services will invoiced monthly and in advance. They will be chargeable from, and will accrue from, the earlier of
  • the date we provision the service;
  • the date our acceptance tests were passed; or
  • the date you first use the
• We will invoice you for the rental in accordance with our billing cycle. If we begin or cease a service on a day which is not the first or last day of our billing cycle, then we will prorate the rental on a daily basis for the days that fall within the relevant billing cycle period.
• Invoices for usage-based charges will be raised monthly and in arrears.
• Unless otherwise agreed in writing between the parties, invoices for non-recurring charges totalling less than £100 (one hundred pounds) excluding VAT (such as charges for installation, purchased equipment, professional services, or any other project work) will be raised upon our acceptance of the Commercial Schedule.
• Unless otherwise agreed in writing between the parties, invoices for non-recurring Charges totalling £100 (one hundred pounds) or more (such as charges for installation, purchased equipment, professional services, or any other project work) will be split into three instalments:
  • the first instalment will be fifty percent (50%) of the total expected chargeable value and will be raised upon our acceptance of the Commercial Schedule;
  • the second instalment will be thirty-five percent (35%) of the total expected chargeable value and will be raised upon delivery of the purchased equipment, service equipment or contracted activity; and
  • the remainder will be invoiced upon the earlier of:
    • the date on which our acceptance tests were passed; or
    • the date you first use the service.

If you fail to pay any instalment on its due date, then we may issue an invoice for, and demand immediate payment of, the entire unpaid balance (including all arrears).

• If you cause the delay of a service start date, either by asking us to delay the service start date or a planned service availability date or by failing to meet your obligations under this agreement, then, unless the parties have agreed otherwise in writing, we may invoice you for the rental and any other charges that have been delayed as if the service start date was on the original planned service start date or planned service availability date, whichever is earlier.
• Any delay in raising an invoice for chargeable services provided by us does not remove the obligation for you to pay that invoice on or before the invoice due date.
• On or after the date the service is terminated, cancelled or ended, we will invoice you for any early termination charges which are due. Early termination charges will be calculated as follows:
  • If the service is terminated or cancelled before its service start date, then early termination charges will total:
    • any amount we have to pay to a third party in connection with the service; and
    • any other cancellation or early termination charges documented in the Commercial Schedule or as otherwise agreed by the parties in writing.
  • If the service is terminated, cancelled or ended after the relevant service start date but before the end of the minimum commitment period, then early termination charges will total:
    • an amount equal to the rental for the service for the rest of the minimum commitment period; and
    • any other cancellation or early termination charges documented in the Commercial Schedule, or as otherwise agreed by the parties in writing.
  • For the avoidance of doubt, early termination charges are in addition to all charges invoiced or due to be invoiced for the service at the date the service is terminated, cancelled or ended.
  • Wewill provide you with an electronic invoice free of charge via email, if requested.
  • If you request a paper copy of an invoice, then we may charge you for those paper copies at the rates published in the Business Customer Pricelist.
  • If you request additional electronic copies of invoices, then we may charge you for those additional electronic copies at the rates published in the Business Customer Pricelist.

11. Disputed invoices

• If you dispute an invoice, then you must provide written notice to us within two (2) weeks of the invoice date giving your Notification of a disputed invoice under this clause 11.1 is without prejudice to either party’s right to refer the matter to Ofcom.
• You may withhold the amount in dispute until the dispute is resolved and all undisputed amounts will continue to be due and payable on the invoice due date.
• Payment of an invoice in whole, or in part, by you does not affect your right to dispute some or all charges on that invoice at a later date in accordance with the clauses in this section 11 (Disputed invoices).
• If a fully paid invoice is later disputed and the outcome of that dispute determines a refund, payment or credit is due to you, then a credit note will be added to your If the value of the credit note is calculated to be more than the amount reasonably expected to be invoiced by us in the subsequent sixty (60) calendar days, then you may request (by way of a written notice) a payment for the difference between the value of the credit note and the total amounts due on any unpaid invoices. We will pay that amount to you within thirty (30) calendar days of receiving the written notice.

12. Payment terms

• You must pay in full to us all amounts due within thirty (30) calendar days of the invoice date. Invoices must be paid in full by direct debit (or other electronic payment method agreed between the parties) in the Great British Pounds without deduction, counterclaim or set-off (statutory or otherwise). If we ask you to pay by direct debit and you pay by any other method, then we will charge you a fee as set out in the Commercial Schedule or the Business Customer P The invoice will be deemed settled once we have received the full payment in clear funds in our nominated bank account.
• If you pay the invoice by direct debit, then we may alter the direct debit instruction to reflect the invoice at that time.
• Upon termination of this agreement, you will be responsible for cancelling any direct debit instruction or other payment arrangement. If you cancel a direct debit instruction before settling all expected invoices, then you must inform us immediately and make alternative arrangements for payment.
  
  
• If either party terminates this agreement, then all outstanding invoices will become immediately due and payable, unless the parties otherwise agree in writing.
• Overdue amounts will be subject to:
  • an additional late payment interest charge computed daily for each calendar day that the payment is late. The interest charge will be calculated from a base interest rate (“base rate”) plus the lesser of four percent (4%) per annum or the maximum amount allowed by applicable law. The base rate will be based on the base lending rate of Santander UK plc as updated from time to time. If such a rate is not publicly quoted or otherwise reasonably determinable by us, then the base rate will be based on the Bank of England policy rate at such time. If the base rate is negative, then it will be deemed zero per cent (0%); and
  • a late payment administration charge at the rate published in the Business Customer Pricelist.
• We may charge you for all costs and expenses incurred by us or on our behalf in recovering any overdue amounts, including the interest referred to in clause 12.5 and a late payment administration charge.
• Without prejudice to any of our other rights, if you fail to make any payment when due, then we may suspend our obligations under this agreement until payment is made in full for all amounts due.
• Where more than one corporate entity is named as the customer, liability for settling the invoices will be joint and several.

13. Line of credit and security deposits

• During the term of this agreement, acting reasonably under the prevailing circumstances we may require you to provide a deposit which will be held as a guarantee of payment but will not be treated as an advance payment. Such circumstances include but are not limited to:
  • a material adverse change in your financial position which reduces your credit rating or financial score provided by a credit reference agency;
  • a recent non-payment, partial non-payment, or late payment (of at least five (5) working days) of an invoice (where the non-payment or partial non-payment is not the subject of a bona fide dispute) for any payments due to us from you; and
  • where we have good reason to believe you are falsely disputing invoices to effectively extend the payment terms.
• If you refuse to provide the deposit required under clause 13.1, then we may:
  • refuse to accept any new orders for services;
  • suspend the service or any part of the service;
  • apply any other restrictions on your right to use the service, that we in our sole discretion consider appropriate; and/or
  • immediately end all or part of this agreement by giving you written notice.
• Any deposit we demand from you under clause 13.1, will be no greater than the reasonably estimated value of charges under this agreement for two months. The amount and requirement for a deposit to guarantee payment for services will be reviewed by the parties at least every twelve months.
  
  
• We may use the deposit to settle any overdue invoices at any time.
• No interest on deposits held will be due to you or payable by us.
• If no sums owed by you to us are past due, and if the amount deposited exceeds the value that is reasonably expected to be payable to us in the subsequent six (6) months, then you may request (by way of a written notice) a repayment for the difference between the value of the deposit and the total amount reasonably expected to be payable in the subsequent two (2) month period. We will repay that amount to you within thirty (30) calendar days of receiving the written notice.
• On termination of this agreement and settlement of all outstanding invoices, we will refund the deposit (or any remaining part of it if we have used the deposit to settle overdue invoices) as long as all service equipment is returned to us in good condition (with a reasonable amount of fair wear and tear).

14. Quality of the service

• We aim to ensure the service is continuous and uninterrupted, but from time to time there may be interruptions or problems with the service and you acknowledge that this is the
• We will aim to rectify any interruptions and problems with the service in accordance with the service levels detailed in the Service Level Agreement for Business Customers, but as some circumstances may be beyond our control we cannot guarantee those service level targets will be met.
• We offer a range of different service levels which are detailed in the Service level Agreement for Business Customers. The service level we will provide to you for the service will be specified in the Commercial Schedule.

15. Your obligations when using the service

• Youmust not use the service or service equipment in any way that:
  • goes against any reasonable instructions we give you;
  • goes against the acceptable use policy we publish on the Wildanet website;
  • infringes the legal rights of any person; or
  • breaks the law.
• You agree to indemnify us and keep us indemnified against any and all costs, expenses, liabilities, losses, claims or legal proceedings that are brought or threatened against us because you have failed to comply with your obligations under clause 15.1 or any other clause in this agreement.
• Youare responsible for all use of the service, regardless of whether that use is by you or by any other person, even if that use is without your

16. Suspending the service

• Wemay suspend all or part of the service:
  • if you are in breach of clause 15.1;
  • to deal with technical problems or make technical changes to the service;
  • to update the service equipment or the service to reflect changes required by law;
  • to update the software or service equipment because you have requested a change to the service package provided to you or an update requires an engineer to visit the site because there has been a problem with an update, the service equipment or the service;
  • if you fail to make any payment to us when it becomes due;
  • if we have good reason to suspect that you may have committed, or may be committing, any fraud against us;
  • if you have broken this agreement;
  • prevent injury to people or damage to property;
  • in any circumstance where we are entitled to terminate this agreement; or
  • to keep to any instructions issued by the government, a regulatory authority, an emergency service or other relevant authority
• Where practical to do so, we will contact you in advance to notify you that we will be suspending the service, unless the problem is urgent or an emergency or where we suspect you have committed or may be committing fraud against us.
• It is your responsibility to ensure that you have appropriate business continuity plans in place so that your business can continue to operate even if the service is suspended or unavailable.
• You will have no claim against us for suspending all or part of the service under clause 1.
• If we suspend all or part of the service because you have failed to make a payment that is due to us, then you will continue to be liable for (and must continue to pay) our charges during the period of the suspension. Before we agree to unsuspend the service, we may require you to pay all outstanding invoices that are not under reasonable dispute, together with any late payment charges in accordance with the provisions of clause 12.6. We may also require you to pay a deposit in accordance with the provisions of clause 13.1.
• If we exercise our right to suspend all or part of the service, then this will not affect our right to end this agreement.

17. Your terminate rights

• If you do not want this agreement to continue beyond the minimum commitment period, then you must provide written notice to us at least ninety (90) days before the end of the minimum commitment period.
• Once the minimum commitment period has concluded you may terminate this agreement by providing at least ninety (90) days' written notice to us.
• As an exception to clauses 17.1 and 17.2, above if you are a small businessor a not-for-profit organisation and you want to terminate this agreement for an Ofcom regulated service, then we will accept a minimum of thirty (30) days’ written notice from you or from a gaining provider.
• In addition to any other rights you have to terminate this agreement (whether set out in other parts of this agreement or otherwise), you may terminate this agreement immediately, by giving us written notice, if:
  • we have told you about an error or change in the price or description of the service, service equipment, or purchased equipment that you have ordered, and, as a result, you no longer wish to proceed;
  • we have told you that the installation and service start date may be significantly delayed, except when that delay is caused by you;
  • the service is interrupted for a period of more than thirty (30) consecutive days because of events outside your control; or
  • we are in material breach of the Contract and, if we are capable of remedy, we have failed to remedy the material breach within fourteen (14) days of a written notice from you requiring us to remedy the relevant matter.
• If you are terminating this agreement for a reason set out in clause 17.4 above, then this agreement will end either immediately or on a date agreed between the parties and we will refund you for any period of the service for which you have already paid but for which has not been provided. This will not affect any other remedies that you may have as a matter of law.
• You can terminate this agreement before the end of the minimum commitment period, for any reason, by giving us written notice. If you do this, then you must pay early termination charges. You must call us on 01579 833270 (or any other number we specify from time to time) before or shortly after you give us written notice so that we can confirm the value of the early termination charges and all other amounts you may owe us.
• As an exception to clause 17.6 above, if you are a small businessor a not-for-profit organisation and you want to end this agreement for an Ofcom regulated service, then you do not need to call us as we will provide this information to you in writing.
• Yourright to terminate this agreement will not affect any rights, obligations or liabilities that arose before this agreement
• You may terminate part or all of the services at any time by giving us ninety (90) days’ written notice.
  • If you are a small businessor a not-for-profit organisation and you want to cancel an Ofcom regulated service, then we will accept notice from you or from a gaining provider.
  • Upon receipt of your notice to terminate, we may contact you to confirm the specifics of your request and we will follow this up with written confirmation of the termination along with any relevant details, including any early termination charges that you must pay to us.
  • If you cancel part or all of the services after this agreement comes into force but before the minimum commitment period ends, then you must pay early termination charges to us for the terminated services.
  • If you terminate part or all of the services after the end of the minimum commitment period, then you must pay to us all charges due under this agreement in connection with the terminated services during the ninety (90) days’ notice period.

18. Our termination rights

• If we do not want this agreement to continue beyond the minimum commitment period, then we must provide written notice to you at least ninety (90) days before the end of the minimum commitment period.
• Once the minimum commitment period has concluded we may terminate this agreement by providing at least ninety (90) days' written notice to you.
• In addition to any other rights we have to terminate this agreement (whether set out in other parts of this agreement or otherwise), we may terminate this agreement immediately, by giving you written notice, if:
  • you are in breach of clause 3.3;
  • you do not make any payment to us when it is due, and you still have not made payment within fourteen (14) days of us reminding you that payment is due;
  • you are in material breach of any provision of this agreement and, if the material breach is capable of remedy, you fail to remedy this within fourteen (14) days of us giving written notice to you requiring you to remedy the breach (subject to the provisions of clause 18.4 below);
  • you do not, within a reasonable time, arrange a time for us to access the site to install and set up the service equipment;
  • you do not provide us with information that is necessary for the installation or set-up of the service or service equipment (including any information about any consents that need to be in place before the service equipment or purchased equipment should be installed);
  • the information you gave us to enable us to provide the service were significantly wrong or incomplete;
  • we determine before the service start date that it will be uneconomical for us to provide the service to you under the terms agreed;
  • any licence, permission or other approval we need to provide the service has ended, been withdrawn, or been restricted;
  • all or part of any contract between us and our suppliers ends and this affects the provision of the service;
  • you are in breach of any of the terms of this agreement or we reasonably believe that you are using the service otherwise than as permitted by the terms of this agreement;
  • we reasonably believe that you have used or be using the service or service equipment for any illegal purpose or have provided false or misleading information to us;
  • we reasonably believe that you have committed or may be committing, any fraud against us;
  • your use of the service is affecting the Wildanet network or use of our services by our other users or in any way damages our reputation or, in our the reasonable opinion, does anything which is likely to bring us into disrepute;
  • you, being an individual, dies;
  • you, being an individual or a firm, are unable to pay your debts as they fall due, have a bankruptcy petition presented against you or a partner of the firm or a bankruptcy order or interim order made against you or a partner of the firm or you enter into an arrangement or composition with your creditors under any insolvency legislation in any jurisdiction;
  • you, being a company or other organisation, are unable to pay your debts as they fall due, have any order made or resolution passed for your administration or winding-up (otherwise than as part of a scheme of reconstruction or amalgamation), obtain a moratorium under Part A1 of the Insolvency Act 1986, have a receiver, administrator, administrative receiver or liquidator appointed or call a meeting of your creditors or make any similar arrangement in another jurisdiction;
  • you, cease, for any reason, to continue to trade as a business;
  • in our reasonable opinion any of the events referred to in parts o), p) or q) of this clause 18.1 appear likely; or
  • your financial position deteriorates to such an extent that in our reasonable opinion your capability to adequately fulfil its obligations under this agreement has been placed in jeopardy.
• Where you are in breach of this agreement, we will usually give you an opportunity to remedy the breach if you are capable of remedy as stated in part c) of clause 18.3. However, we are under no obligation to grant you a period to remedy the breach, where in our reasonable opinion, to do this would be likely to adversely affect us or our other customers or if the breach relates to something which you have done which is illegal.
• In addition to any other rights we have to terminate this agreement (whether set out in other parts of this agreement or otherwise), we may terminate this agreement by giving you one month’s written notice, if:
  • we intend to cease providing the service to our customers for any reason; or
  • we have to do so because of an emergency or event beyond our control which will prevent us from providing the service for a period in excess of fourteen (14) days.
• If the requirements of clause6 are not met, then we may terminate this agreement (or any part of it) immediately by giving you written notice detailing the reason for termination. We will not be liable for any consequences of terminating this agreement under this clause 18.6.
• If we end this agreement in under the provisions of clause 18.3, then you will not have to pay any early termination charges and we will refund any sums you have paid in advance for installation and set-up services, and for any service and purchased equipment which will not be provided, but we may deduct from those sums or charge you for:
  • any sums due to us which are unpaid as at the date this agreement is terminated together with any accrued interest;
  • reasonable compensation for the net costs we will incur as a result of this agreement being terminated; and
  • any costs and expenses incurred by us in collecting and removing the service equipment.
• Ourright to terminate this agreement will not affect any rights, obligations or liabilities that arose before this agreement

19. Effects of terminating this agreement

• When this agreement terminates:
  • all licences which we have granted to you will immediately end;
  • you must immediately stop using the service;
  • you must and pay to us all amounts you owe us in connection with the service; and
  • you must either send back to us or allow us to remove the service equipment. If you prevent us from (or cause a delay to us) removing the service equipment, then we may continue to charge you for the service until such removal is completed, and you must pay those charges together with and any additional costs and expenses that arise as a result of the
• We may decide that we no longer want the service equipment to be returned to us when this agreement In such circumstances, we will inform you in writing and title for the service equipment will be transferred to you.

• If we terminate this agreement because you have not met your obligations under it, then:
  • we will invoice you for early termination charges;
  • you must pay all invoices by their due date; and
  • we do not have to refund any amounts you have paid in advance.
• If any provisions of this agreement are intended to stay in force after termination, then those provisions will stay in force after this agreement ends for any reason.

20. Assignment and subcontracting

• We may transfer any or all of our rights and obligations under this agreement to another person. We will notify you in writing if this happens and we will use reasonable efforts to make sure that the transfer does not adversely affect your rights under this agreement. We do not need your written consent to transfer or otherwise dispose of any or all of our rights and obligations under this
• You may only transfer your rights and obligations under this agreement to another person with our prior written consent, but we will not unreasonably withhold such
• You agree that we may use third parties to assist us in satisfying our obligations under this agreement, but this will not relieve us from our obligations under this agreement.

21. Events outside your or our control

• Neither party will be liable to the other party for any failure or delay in meeting the obligations under this agreement (other than paying any amounts owed) if the failure or delay is due to any circumstance outside the party’s reasonable control. If the circumstance beyond the party’s control continues for more than three (3) months, then the other party may terminate this agreement, without any additional liability, by giving the party who has been unable to meet their obligations one month’s written notice.
• Circumstances beyond a party’s control include the actions (or failure to act) of government bodies or other official authorities, civil disturbance, epidemic, extreme weather conditions, fire, industrial action, natural disaster, pandemic, power failures, restrictions by law, subsidence, terrorism, war, and a third party’s delay or failure to supply any service, service equipment or purchased equipment.

22. Changing the agreement or service

• Youmay not make any changes to this If you require any changes to be made to a service or to this agreement, then you must request these in writing and if we agree to accept them, then we will provide an updated version of this agreement which will require the written approval or signature of both parties before the changes come into force.
• Wemay, at any time, make changes to the service or this agreement by giving you at least thirty (30) days’ written notice.
• If the changes we make to the service or to this agreement in accordance with clause 22.2 are to your material detriment, then you will be entitled to terminate this agreement without paying early termination charges provided that you give written notice to us (of your intention to terminate this agreement) within thirty (30) days of us issuing the written notice to inform you of the changes.
• If you exercise your right to terminate this agreement under clause 22.3, then this agreement will terminate on the day before the date on which the change comes into effect or, where this is not feasible due to the timing of your written notice, as soon as reasonably possible after that date.
• Yourright to terminate this agreement under clause 22.3 without paying early termination charges will not apply if the changes we make to this agreement (including any changes to the service, our charges, the purchased equipment or the service equipment) are:
  • necessary for us to comply with our legal or regulatory obligations to pass on cost increases or to incorporate any other changes in law, including but not limited to:
    • where the charge for calling 08, 09 and 118 numbers increases; and
    • where the rate of VAT has changed;
  • to operational or administrative elements of this agreement or service, including but not limited to:
    • changes to our registered address or contact details;
    • changes to our operational hours;
    • changes to or removal of any applications, communication channels, platforms, or portals that we make available to you for communicating with us and/or administering the services; and
    • changes to the processes through which we deliver the services;
  • to a supplementary service whether or not you have used, are using or intend to use the supplementary service;
  • to a service made available under this agreement that you are not already signed up to;
  • to non-recurring charges (such as installation charges, missed appointment charges, engineer visits, etc.) published in the Business Customer Pricelist;
  • minor changes to the features or functionality of the service, purchased equipment, or service equipment, including but not limited to the features and functionality of any software provided under the service;
  • the replacement of any software, services, purchased equipment or service equipment which we have determined to be end-of-life with software, services or equipment of an overall equivalent specification or standard;
  • to the stated minimum technical requirement of any software or equipment that you use in conjunction with the services, purchased equipment or service equipment;
  • to domestic and international call rates or roaming charges that are directly linked to increases in wholesale rates notified to us by our suppliers and/or other network providers;
  • to charges for a third-party service that we resell to you, under the provisions of clause 9.8;
  • to any estimated charges which are based on the cost of providing the services the purchased equipment or service equipment to you, to the extent that any change is directly attributable to a change in the cost to us;
  • to the Product Specification Document or any other document in which we have provided general product or service descriptions in relation to the services, service equipment or purchased equipment. Such descriptions are indicative guidance only and we may provide substitutes for the services, service equipment or purchased equipment of an overall equivalent standard even if the exact specification, features and functionality differ; or
  • necessary for technical or security

• For the avoidance of doubt, if you decide to terminate this agreement due to a change made for the reasons set out in clause 5, then you will need to pay early termination charges.
  
  
• Changes to this agreement will not give rise to a right for you to terminate any other agreement that is not explicitly linked to and reliant upon the benefits of this agreement. We will notify you in accordance with the terms of the relevant agreement if you have a right to terminate any other linked agreement as a result of the termination of this
  
  
• Where a service or elements of a service are provided by a third party, you may have to agree to that third party’s terms and conditions. We are not responsible for any changes to any third party’s terms and conditions. The parties agree that changes made by any third party to their terms and conditions do not constitute a change to this agreement and will not give you a right to terminate this agreement without paying early termination charges.
  
  
• If you terminate this agreement in accordance with clause 22.3, then you will still be obliged to pay:
  • all charges for services provided up to the date the service is ceased, including any installation charges due under this agreement;
  • all charges for purchased equipment, if any charges for purchased equipment have not yet been invoiced, then we will invoice you for all outstanding amounts upon termination and those invoices will become immediately due; and
  • all other charges due under this agreement, except early termination charges.
    
    
• You may ask us to change the service (including upgrading the service or moving the service equipment or purchased equipment to a different location). If we agree to your request, then we may amend our charges to account for the change and you will not have a right to terminate this agreement under clause 22.3.

23. Confidentiality

• When a party provides confidential information to the other party, the party receiving the confidential information must:
  • keep the confidential information safe and secure;
  • not disclose or allow the confidential information to be disclosed to any third party or any other person without the provider’s permission in writing;
  • only use the confidential information in connection with providing or using the service; and
  • have adequate policies, processes and procedures in place to ensure the confidential information is protected in the ways described in parts a), b) and c) of this clause 23.1.
• The obligations in clause 23.1 will not apply to confidential information which:
  • has been made publicly available by the providing party;
  • has been made publicly available by a third party who acquired the confidential information from a source other than the receiving party; or
  • the receiving party already possessed before the providing party gave it them.
• The obligations in clause 23.1 will not apply if the receiving party is required by law to reveal the confidential information. If the receiving party is required by law to reveal the confidential information, then they will:
  • only provide the confidential information to the person the law specifically requires them to provide it to; and
  • where permitted by law, give the other party written notice as soon as reasonably possible, detailing which confidential information they have been required to provide and to whom.
• Notwithstanding clause 23.1,
  • the receiving party may disclose the confidential information to its respective employees, subcontractors, insurers, legal or other professional advisers as necessary in connection with this agreement, provided that any such person is under a confidentiality obligation in respect of such confidential information.
  • you agree that we may disclose information to third parties about you in order to:
    • satisfy out our obligations under this agreement,
    • to prevent fraud; and
    • to conduct credit and identity checks relating to you.

Where a party makes a permitted disclosure under this clause 23.4, that party remains responsible for ensuring that the person to whom the confidential information complies fully with the obligations laid out in the clauses this section 23 (Confidentiality)

• Either party may publicly announce the existence of this agreement and the services made available under it, but not the financial terms of this agreement.
• We may issue promotional material, press releases, and case studies that name you as a customer of ours unless you withdraw your consent in writing.
• Without prejudice to any other rights or remedies that either party may have, each party acknowledges and agrees that damages alone would not be an adequate remedy for any breach of the clauses in this section 23 (Confidentiality) and that the remedy of injunction may be available for any threatened or actual breach of this agreement.
• The clauses in this section 23 (Confidentiality) will stay in force after this agreement or any part of it is terminated.

24. Passwords and security

• Wemay provide you with one or more passwords or other security credentials for you to use either:
  • when connecting to, or configuring, your equipment, the service equipment or the service;
  • whenlogging into applications, websites or portals to which we have provided you with access; or
  • whencontacting us, to verify your
• You must keep these passwords and security credentials safe and treat them as confidential information. You must inform us immediately if you suspect the security of any of the passwords or security credentials that we have given to you has been compromised. You will indemnify us against any claims or damage caused by your failure to protect these passwords or other security credentials. In the event of a suspected security breach, we can change any password or security credential without giving you prior notice.
• We may charge you for resetting or replacing any password or security credential at the rate published in the Business Customer Pricelist.

25. Your personal information

• You give us permission to use your personal information, together with any other information that you provide or is otherwise available to us (including call recordings), for the purposes of:
  • providing the service to you;
  • performing administrative tasks, such as processing orders, invoices and payments;
  • conducting identity checks and credit checks about you and your directors, including through the use of credit reference agencies and other third parties;
  • preventing fraud, money laundering and other crimes;
  • debt recovery;
  • monitoring and training our employees and contractors;
  • tracking and assessing your use of the service;
  • providing you with information about other products and services that we provide, (but you may stop receiving this information at any time by contacting us or by clicking on unsubscribe in any emails we send to you; and
  • ensuring compliance with all applicable law and our policies (including our Acceptable Use Policy, which is published on the Wildanet website).

for as long as we need to for these specified purposes.

• Clause 25.1 will remain in force after this agreement or any part of it is terminated.
• We will process all personal information in compliance with our Privacy Policy, which may be updated from time to time. Our Privacy Policy is published on the Wildanet website.
• We may use third parties to process your personal information on our Where this is the case, details are set out in our Privacy Policy. In such cases, third parties will only be able to process your personal information in accordance with our instructions.

26. Business ethics

• We have clear ethical standards and arrangements to promote and encourage compliance with all applicable law; we expect similar standards of you.
• Each party must not pay, offer, promise to pay or authorise the payment of any money or other advantage which breaks the law, including the UK Bribery Act Each party must not take any action that would cause either party to break any law.
• Each party agrees to provide any information and assistance reasonably required by the other party to comply with any law in relation to anti-money laundering, counter-terrorism financing, and any other identification checks or procedures that the other party is required to comply with in connection with this agreement. This obligation applies only to the extent that the information required is in the providing party’s possession or may be reasonably obtained by the providing party.
• Each party must be able to demonstrate the existence of processes and procedures to implement appropriate guidelines and codes of conduct for all employees and relevant suppliers.
• Each party should ensure that management systems and practices are in place to ensure the prevention of:
  • money laundering;
  • fraud, bribery, corruption and other improper payments or gifts;
  • conflicts of interest; and
  • unauthorised access to personal and business information.
• Each party will comply with all law in the countries in which they operate including relevant International Labour Organisation conventions.

27. Intellectual property rights

• Subject to clause 27.2, each party grants a licence to the other party to use any Intellectual Property Rights owned by said party, solely to the extent that such licence is required by the other party in order to fulfil its obligations or receive the benefits under this agreement.
• Each licence is granted on the understanding that:
  • it is neither transferable, sublicensable nor exclusive;
  • the licensee will neither adapt, copy (except for archiving or back-up purposes, and in those circumstances the licensee must make sure that each copy contains all of the original software’s proprietary notices), correct errors in, decompile, disassemble, modify, reverse engineer, translate, or create work derived from or based on any licenced material or software;
  • except where doing so is strictly necessary to comply with the law and under such circumstances the licensee will notify the licensor as to what action has been taken and which law necessitated the action;
  • it starts upon delivery of the applicable service and ends upon termination of the applicable service;
  • the licensee will treat the licenced materials and software as confidential information; and
  • the licensee will immediately return all physical copies of the materials and software to the other party and delete any digital copies from any computers and other storage devices under the licensee’s control when this agreement
• Subject to clauses 27.2, 27.3.1, 27.3.4 and 27.4, we will defend and indemnify you for amounts payable to a third party for a proven infringement of that third party’s intellectual property rights directly resulting from your use of the service.
  • In relation to any such third party claim you must:
    • promptly notify us and provide full written details of any actual or potential claim;
    • neither admit liability nor take any action which may prejudice defence of the claim;
    • not settle the claim without our prior written agreement;
    • give us sole conduct of the defence of the claim;
    • provide to us all reasonable assistance to contest or defend the claim including completing and filing court papers and providing all relevant documents; and
    • provide to us all reasonable assistance required to:
      • modify the service and service equipment to avoid or stop the potential infringement of a third party’s intellectual property rights, as long as the modification does not significantly reduce the effectiveness or performance of the service; and/or
      • replace the service and service equipment with substitutes that do not infringe a third party’s intellectual property rights, as long as the substitutes do not significantly reduce the effectiveness or performance of the service.
    • If we reasonably believe that we cannot exercise any of the options set out in clause 27.3.1.f, then we may immediately terminate the service or this agreement upon giving you written notice, and we will have no further liability to you.
    • Wewill refund any reasonable costs you have to pay in order to fulfil your obligations in clause 27.3.1
    • We have no liability in relation to any claim and you will defend and indemnify us for amounts payable to any third party to settle any claims attributable to:
      • the use of materials provided by you in connection with the service, service equipment or purchased equipment;
      • our compliance with your design requirements or any other instructions given by you;
      • the combination of the service, service equipment or purchased equipment with products, equipment or services provided by you or a third party;
      • you failing to follow our instructions in relation to the service, service equipment or purchased equipment;
      • modifications made by you or a third party to the service, service equipment or purchased equipment;
      • you failing to adopt modifications made by us to the service, service equipment or purchased equipment to avoid potential infringement of a third party’s intellectual property rights;
      • you using the service, service equipment or purchased equipment for a purpose other than that for which the service, service equipment or purchased equipment were provided;
      • your negligence or misconduct;
      • you breaking the law; or
      • your breach of clause 27.2, clause 27.3.1 or any other relevant clause of this agreement.
    • Where we source service equipment and/or purchased equipment from a third-party supplier, we will attempt to secure an indemnity from said supplier against third party claims for infringement of intellectual property rights by the service equipment and/or purchased equipment. Our liability to you in respect of third-party claims for infringement of intellectual property rights in the service equipment and purchased equipment will not exceed the liability of the third-party supplier to us.
    • The indemnities within this Section 28 (Intellectual property rights) will be your sole contractual remedy in relation to any claim covered by the relevant indemnity.
    • Nothing in this agreement is to be construed as transferring ownership of, or granting any rights to, any intellectual property except as expressly set forth in this Section 28 (Intellectual Property Rights)
    • If, as a result of any service we provide to you, the parties collaborate to create any materials or software, then we will own all legal and beneficial rights to them.

28. Limits of liability

• Nothing in these terms excludes or limits liability where it is unlawful to do Nothing in the Contract excludes or in any way limits the liability of either party for:
  • liability for death or personal injury caused by the negligence of either party;
  • liability for fraud or fraudulent misrepresentation; or
  • any liability which cannot be limited or excluded as a matter of law.
• Subject to the provisions of clauses 28.1, 3, 28.4, 28.5 and 28.6, our maximum aggregate liability whether in contract, tort (including negligence), breach of statutory duty or otherwise arising under or in relation to this agreement in any contract year shall in no circumstances exceed the aggregate of the charges paid by you to us in the contract year in which the breaches occurred.
• Where we are conducting work at the site, we will make good any damage we have caused to your property or the site. However:
  • we are not responsible for the cost of repairing any pre-existing faults or damage at the site that we discover while conducting the work;
  • we are not responsible unless the damage arises solely and directly from our negligence or the negligence of our employees, agents or contractors acting in the course of their employment; and
  • our aggregate liability to you for any loss or damage to the site and any property of yours caused by our negligence will not in any event exceed one hundred thousand pounds (£100,000).
• We are not responsible for any loss or damage caused to any of your equipment, devices or digital content if you have failed to install, and keep updated, appropriate software to protect it and its equipment from viruses and similar threats which are transmitted over the internet and which are outside our control.
• We will not be liable to you in contract, tort (including negligence), breach of statutory duty or otherwise for any of the following, regardless of how the liability arose:
  • loss of profit, loss of revenue, loss of opportunity or loss of anticipated savings;
  • loss of sales, loss of business, loss of contracts or loss of goodwill;
  • wasted expenditure, loss from expenditure of time or loss from business interruption;
  • loss, destruction or corruption of data;
  • liability to third parties (unless otherwise stated in this agreement); or
  • any special, indirect or consequential loss or damage of any

These exclusions in this clause 28.5 will apply whether or not we were made aware in advance of the possibility of such loss, damage or liability arising or whether such loss, damage or liability could reasonably have been anticipated.

• If there are a number of claims which give rise to what is essentially the same loss, then they will be taken together as one claim for the purpose of this agreement. You may not recover more than once for any loss that you
• Unless otherwise expressly stated, this agreement excludes, to the maximum amount permitted by law, any warranties, assurances, guarantees, conditions or other terms that might be implied by law.
• You may not raise a claim under this agreement more than 12 months after the discovery of the circumstances giving rise to a
• Unless otherwise expressly stated, this agreement excludes, to the maximum amount permitted by law, any warranties, assurances, guarantees, conditions or other terms that might be implied by law.
• Neither party may raise a claim under this agreement more than twelve (12) months after the discovery of the circumstances giving rise to that claim.
• Except where otherwise expressly stated in this agreement, the provisions of this section 29 (Limits of liability) set out our entire liability to you in respect of this agreement and you agree that the limits of our liability under this agreement are reasonable.
• The clauses in this section 29 (Limits of liability) will survive the termination of this agreement.

29. Notices

• All written notices that you send to us under this agreement will be deemed given when delivered by courier or by first class mail (both as evidenced by a written proof of delivery) at the address below:

Wildanet Limited

FAO The Office of the Chief Commercial Officer,

Westbourne House,

West Street,

Liskeard,

Cornwall,

PL14 6BT

with copies (which will not constitute written notice) sent by email to [email protected] with the email subject title starting with the word “Notice”.

• All written notices that we send to you under this agreement will be delivered by courier or by post to the address shown on the Commercial Schedule or to your registered office, with copies (which will not constitute written notice) sent by email to the email address shown on the Commercial Schedule with the email subject title starting with the word “Notice”.
• As an exception to clause 29.2, above if you are a small businessor a not-for-profit organisation, then all written notices that we send to you regarding an Ofcom regulated service will be provided to the email address shown on the Commercial Schedule with the subject title starting with the word “Notice”, unless you ask us in writing to give you written notices via letter or to an alternative email address.
• Written notices sent by courier or post will be deemed received when delivered by courier or by post (both as evidenced by a written proof of delivery)

 

• Written notices sent by email will be deemed received on the date the email is delivered to email server of the person the notice was emailed to if that date is a working day, otherwise it will be deemed received on the next working day.

30. Miscellaneous

• Subject to clause 31.1.1, unless specifically stated otherwise in this agreement, at any time after the date of this agreement, either party may ask the other to complete any action which is both reasonable and necessary (including completing any necessary paperwork), for the purpose of giving the asking party the full benefit of their rights under this agreement., the other party will not reasonably refuse to complete the task
  • The party asking for the paperwork to be completed, or action to be carried out, will pay all reasonable costs incurred by the other party for completing the paperwork or carrying out the action.

31. Waivers

• A waiver of a condition or obligation under this agreement will be effective only if in writing and signed by the party or parties granting the waiver, and no waiver will constitute a waiver of the satisfaction of any other term, condition, or obligation.
• The failure or delay to exercise any right or remedy afforded to a party, either in part or in full, does not preclude that party from any future exercise of that right or remedy.

32.  Severability

• If the Courts of England and Wales or other relevant authority finds that any part of this agreement is invalid or unenforceable, then this will not affect the rest of this agreement, and the remaining provisions will remain in full force and effect. In these circumstances, the parties will work together in good faith to replace the invalid or unenforceable provision with an enforceable and valid provision that achieves the original intent and economic effect of this agreement.

33. Independent parties

• The relationship of the parties is that of independent contractors. Neither party nor its employees, consultants, contractors or agents are agents, employees or joint venturers of the other party, nor does either party have any authority to bind the other party by contract or otherwise to any obligation. Each party will ensure that they do not represent to the contrary, either expressly, implicitly, by appearance or otherwise. Each party retains the right to perform work and provide products and services for others during the term of this agreement.

34. Contracts (Rights of Third Parties Act)

• The parties acknowledge and agree that except as set out above, this agreement does not create any right or benefit enforceable by any party not a party to it (within the meaning of the Contracts (Rights of Third Parties) Act 1999) except for an entity who under section Error! Reference source not found. of this agreement is a permitted successor or assignee of the rights or benefits of a party that may enforce such rights or benefits.

35. Applicable law and disputes

• This agreement is governed by the laws of England and Wales and both parties submit to the exclusive jurisdiction of the English Courts.
• Except where this agreement states otherwise, the rights and remedies under this agreement are in addition to, and do not overrule, any other legal rights and
• If there is a dispute between the parties in connection with this agreement, then the parties will work in good faith to resolve the dispute between themselves If this does not resolve the matter, then you may submit a complaint to UK WISPA via their website at www.ukwispa.org. UKWISPA is an Ombudsman service and will not charge you for making a complaint. If you are not satisfied with the outcome, then you can still bring legal proceedings.
• Nothing in this Section 36 (Applicable law and disputes) will prevent either party from referring the dispute to Ofcom or from taking any other appropriate steps to resolve the dispute.

36. Counterparts

• The parties may execute this agreement in multiple counterparts, each of which will be deemed an original, and all of which, collectively, will constitute only one agreement. Delivery of an executed counterpart by email will be as effective as executing and delivering this agreement in the presence of the other parties.