0208 950 6000
0871 950 6001
UniverCell Leased Line Standard Terms and Conditions.
These Standard Terms set out the definitions and the general terms and conditions applicable to the Services. By placing an order for Services, the Customer agrees to these Standard Terms, the Usage Policy and, if applicable, the Data Processing Addendum in full.
These Standard Terms apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
In the event of a conflict between these Standard Terms and an Order Form, these Standard Terms shall prevail.
Interpretation
Definitions
In these Standard Terms, the following definitions apply:
“Applicable Law” means all laws, regulations, orders, rules, guidance, directions, judgments, directives, industry agreements or determinations in force from time to time applicable to a Party and relevant to this Contract including the Bribery Act 2010.
“Business Day” means a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business.
“Business Hours” means 8am to 8pm, Monday to Sunday.
“Broadband Services” means the broadband services offered by the Supplier as described in more
detail in the Specification.
“Cancellation Fee” means the full amount of Charges that the Customer would have paid for the Services up to the end of the Minimum Contract Term if the Services were not terminated before the end of the Minimum Contract Term plus any installation fee.
“Charges” means the charges payable by the Customer for any Equipment and the Services set out in the Order Form which may consist of a subscription charge, a connection charge, installation charges and charges for any additional services set out in the Order Form.
“Commencement Date” means the date of the Supplier’s written acceptance of the Customer’s Order Form.
“Contract” means the contract between the Supplier and the Customer for the Equipment and the Services comprising of the Order Form accepted in writing by the Supplier, these Standard Terms, the Specification, the Usage Policy and, if applicable, the Data Processing Addendum.
“Credit” means a sum equal to one week of Charges for the Service affected by the Material Fault.
“Customer” means the person who purchases the Services from the Supplier as set out on the Order Form.
“Customer Default” means as described in clause 7.7(b).
“Customer Premises” means the premises at which the Services are to be supplied as specified on the Order Form.
“Data Processing Addendum” means the data processing addendum available at www.communityfibre.co.uk/legal-stuff#data-processing
“Data Protection Laws” means any applicable laws and regulations relating to the use or processing of personal data including:
(a) EU Regulation 2016/679 (“GDPR”);
(b) any laws or regulations ratifying, implementing, adopting, supplementing or replacing the GDPR (including, in the UK, the Data Protection Act 2018 (“DPA”) and (to the extent in force) the UK GDPR as defined in The Data Protection, Privacy and Electronic Communications (Amendments etc) (EU Exit) Regulations 2019 (“UK GDPR”)); (iii) any laws and regulations implementing or made pursuant to EU Directive 2002/58/EC (as amended by 2009/136/EC) (including, in the UK, the Privacy and Electronic Communications (EC Directive) Regulations 2003); and (iv) any guidance or codes of practice issued by a governmental or regulatory body or authority in relation to compliance with the foregoing; in each case, as updated, amended or replaced from time to time; and
(c) the terms “Data Subject”, “Personal Data”, “Processing”, “Processor” and “Controller” shall have the meanings set out in the GDPR.
“Equipment” means any equipment that is owned by the Supplier or is part of the Supplier’s network and used to install, supply or maintain the Services including equipment that may belong to the Supplier’s third-party suppliers (including any broadband router, boosters, mobile broadband dongle and cabling.)
“Event of Force Majeure” means an event beyond the reasonable control of a party including a strike, lock out or other form of industrial action, outbreak of hostilities, riot, civil disturbance or acts of terrorism; fire, explosion or flood; epidemic or pandemic; failure of a utility network or transport network; or theft and malicious damage.
“Intellectual Property Rights” means patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
“Minimum Contract Term” means the minimum period during which the Customer commits to take the Services as specified on the Order Form. The Minimum Contract Term shall commence on the date of installation and shall continue for the period set out in the Order Form.
“Order Form” means the order form for the Services.
“Party” means a party to the Contract.
“Services” means any Broadband Services and other services described in the Specification that the Supplier has agreed to provide as set out in the Order Form accepted by the Supplier together with any installation and connection services and any additional services made available to the Customer.
“Specification” means the description or specification of the Broadband Services and other services offered by the Supplier provided in writing by the Supplier to the Customer.
“Standard Terms” means these terms and conditions as revised from time to time.
“Supplier” means Telecom and Broadband Group Ltd trading as UniverCell a company registered in England and Wales with company number 12495134 and with registered office address being 137 Brent Street, London, United Kingdom, NW4 4DJ
“Supplier Materials” means all materials and equipment provided by and owned by the Supplier or its suppliers or licensors for the Customer’s use of and access to the Services.
“User” means the Customer or anyone permitted by the Customer to use the Services under this Contract.
“Website” means any website as operated by the Supplier from time to time including www.univercell.net
Interpretation
In these Standard Terms, the following rules apply:
a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality);
a reference to a Party includes its personal representatives, successors or permitted assigns;
a reference to a statute or statutory provision is a reference to such statute or statutory provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted;
any phrase introduced by the terms including, include, in particular or any similar expression, shall be construed as illustrative and shall not limit the sense of the words preceding those terms;
a reference to writing or written includes faxes and e-mails; and
time shall not be of the essence for performance of the Services.
In this Contract the terms “Personal Data”, “processing”, “processor” and “controller” shall have the meanings set out in the GDPR.
Term
The Order Form constitutes an offer by the Customer to purchase the Services in accordance with these Standard Terms and the Usage Policy. The Order Form shall only be deemed to be accepted when the Supplier issues a written acceptance of the Order Form to the Customer, at which point the Contract will come into existence.
Subject to earlier termination in accordance with these Standard Terms, the Contract shall commence on the Commencement Date and shall continue until expiry of the Minimum Contract Term and thereafter unless and until terminated by either Party in accordance with these Standard Terms.
All Broadband Services and other services advertised on the Website are subject to availability and the Supplier will only provide them within buildings and/or properties that have been pre-wired to work with the Services.
Supply of Services
The Supplier shall supply the Services to the Customer in accordance with the Specification in all material respects. However, the Supplier is unable to guarantee that there will be no disruption to the Services provided (in particular, the speed of the Services) due to the nature of the Services and the Equipment including the requirement for regular maintenance.
The Supplier shall use reasonable endeavours to meet any installation and delivery dates in the Order Form accepted by the Supplier, subject to any dates being estimates only.
The Supplier shall ensure that:
The Services are provided using reasonable care and skill of a competent telecommunications network provider; and all work carried out by the Supplier in connection with the Services are carried out by competent and suitably qualified personnel.
If the Supplier sells equipment to the Customer, the Supplier shall use reasonable endeavours to pass the benefit of any manufacturer’s guarantee in relation to such equipment onto the Customer where it is able to do so. If the Supplier provides equipment that does not have a manufacturer’s guarantee that can be passed onto the Customer, the Supplier warrants that on delivery and for a period of six (6) months from delivery, the equipment will be free from significant defects, save for:
any fair wear and tear; any deliberate damage, abnormal storage or working conditions, accident, failure to use skill and care by the Customer or by any third party, unless the third party is the Supplier’s sub-contractor; if the Customer fails to operate or use the equipment in accordance with the equipment’s instructions; or if the Customer (or any third party) carries out any alteration or repair not authorised by the Supplier, unless the third party is the Supplier’s subcontractor.
The Customer shall pay for any out of warranty replacements of equipment.
Any drawings, descriptive matter or advertising issued by the Supplier, and any descriptions or illustrations contained in the Website, are issued or published for the sole purpose of giving an approximate idea of the Services described in them and do not form part of the Contract.
Customer’s obligations
The Customer shall:
ensure that the terms of the Order Form are complete and accurate;
be responsible for any Charges under the Contract regardless of whether the Customer or anyone (whether they are authorised to use the Services or not) incurs those Charges (unless the Charges result from fraud by someone the Customer could not have had control over), be responsible for any loss of or damage to the Equipment (fair wear and tear excepted) and reimburse the Supplier for any loss or damage to the Equipment, except where such loss or damage is caused by the Supplier or its sub-contractors or agents;
obtain and maintain all necessary licences, permissions and consents required for performance of the Customer’s obligations in connection with this Agreement and installation of the Equipment; and
be solely responsible for the content and security of data or information which it or its Users sends or receives using the Services.
The Customer shall (and shall procure that its Users shall), at the Customer’s own cost and expense:
co-operate with the Supplier and comply with the Supplier’s instructions and any applicable guidance or manuals in all matters relating to the Services and provide the Supplier with such information and materials as the Supplier may reasonably require in connection with the Services, and ensure that such information is accurate in all material respects;
provide the Supplier, its employees, agents, consultants and subcontractors, with access to the Customer Premises and other facilities as reasonably required by the Supplier;
prepare the Customer Premises for the supply of the Services;
ensure any equipment it uses to connect to the Services meet the minimum specifications (if any) detailed on the Website, is compatible with the Equipment and the Services, is in good working order and conforms at all times with any applicable industry guidelines, regulations and laws;
provide reasonable access in order to install, connect, maintain, inspect, alter, replace or remove the Equipment;
carry out a virus check before the Services are connected to the Customer’s equipment and provide the Supplier with any information about the Customer’s equipment that the Supplier reasonably requests;
take all reasonable care to prevent the loss, theft and damage to the Equipment, to keep the Equipment at all times under its control and possession and not to remove the Equipment from the Customer Premises;
inform the Supplier immediately about any loss or damage to the Equipment;
comply with all licence terms as required from time to time in relation to any of the Services;
inform the Supplier immediately upon becoming aware of any fraud or any suspected or actual unauthorised use of the Services;
comply with all Applicable Law; and
The Customer shall not use the Services for any unlawful, immoral or improper purpose including sending or receiving any communications contrary to section 127 of the Communications Act 2003. shall be a material breach of the Contract. The Customer shall indemnify the Supplier in full against all losses, damages, claims, liabilities demands, costs and expenses arising out of or in connection with any use of the Services in breach of this clause.
Payment
The Customer shall pay the Supplier the Charges set out in the Order Form accepted by the Supplier, in full and in cleared funds to a bank account nominated in writing by the Supplier. Time for payment shall be of the essence of the Contract. Unless otherwise agreed between the Parties, on expiry of the Minimum Contract Term, the Charges will change to the standard annual contract price available for the Services at the date the Minimum Contract Term ends.
The Order Form will set out the timescales for payment of the Charges. Subscription and other charges for the package of Services are payable in advance from the date set out in the Order Form. The Supplier will either charge for any additional Services or Equipment in the month following the one in which the additional Services or Equipment are taken or in a later bill. If the Services have a connection fee, the connection fee is due on the installation date, being the date for installation set out in the Order Form or such later date as notified to the Customer Save for payments due in advance, the Customer shall pay each invoice submitted by the Supplier within five (5) Business Days of the date of the invoice by BACS or Direct Debit to the bank account specified by the Supplier from time to time.
All amounts payable by the Customer under the Contract are exclusive of amounts in respect of value added tax chargeable for the time being (VAT). Where any taxable supply for VAT purposes is made under the Contract by the Supplier to the Customer, the Customer shall, on receipt of a valid VAT invoice from the Supplier, pay to the Supplier such additional amounts in respect of VAT as are chargeable on the supply of the Services at the same time as payment is due for the supply of the Services.
If the Customer fails to make any payment due to the Supplier under the Contract by the due date for payment which is not disputed in good faith then the Supplier may:
charge the Customer and the Customer shall pay interest on the overdue amount at the rate of 4% per cent per annum above Bank of England’s base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Customer shall pay the interest together with the overdue amount; and
pay a late payment charge of £10 to cover the Supplier’s costs of collecting payment.
The Customer shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law). The Supplier may at any time, without limiting its other rights or remedies, set off any amount owing to it by the Customer against any amount payable by the Supplier to the Customer.
The Customer must notify the Supplier in writing of any amount disputed in good faith within fourteen (14) days of the date of the invoice.
Where the Supplier sells equipment to the Customer, the Supplier will charge for any equipment requested by the Customer as a lump sum or in instalments payable on a monthly basis, as set out in the Order Form accepted by the Supplier. Any equipment Charges that are not already included as part of the order for Broadband Services will be set out in the Order Form.
Any price quoted on the Supplier’s Website or any of its sales staff for the Broadband Services or any other services advertised on the Website shall not constitute an offer by the Supplier and may change from time to time.
If the Supplier discovers that the Customer has used the Services or Equipment without the Supplier’s permission at any time, the Supplier will also be entitled to charge the Customer for any subscription or usage Charges relating to those Services or Equipment.
This clause continues to apply after the Contract has ended.
Termination and Suspension
If the Supplier has notified the Customer that the Supplier intends:
to change the Services provided; or
to change the Contract,
and it is likely to be to the material detriment of the Customer, the Customer has the right to terminate the Services and the Contract by serving ninety (90) days’ notice within ninety (90) days of receipt of the notice from the Supplier of the changes.
If the Customer chooses to terminate the Contract before the expiry of the Minimum Contract Term or if the Supplier chooses to terminate this Contract the Customer will be liable to pay the Supplier:
the Cancellation Fee and the usage charges that would have been paid for the remaining period of the Minimum Contract Term or any extension of it; and any other charges that the Customer has accrued under this Contract up to the date of termination.
The Parties agree that the Cancellation Fee and the charges that would have been paid for the remaining period of the Minimum Contract Term or any extension of it are a genuine pre-estimate of the loss likely to be suffered by the Supplier and not a penalty.
The Supplier may terminate the Contract or, where reasonable to do so in the circumstances, suspend all or part of the provision of the Services immediately upon written notice to the Customer, if one or more of the following occurs:
except where the charges are disputed in good faith the Customer fails to pay Charges due ten (10) days after the Supplier has sent a payment reminder;
the Supplier has reason to believe that the Customer has provided false, inaccurate or misleading information or is using the Services fraudulently, or is using the Services in an unauthorised manner and does not remedy the false information or fraudulent usage in a reasonable time; or
the Customer has exceeded its usage allowance or does not comply with the Usage Policy, and continues to do so after notification from the Supplier.
We may terminate the Contract, where reasonable to do so in the circumstances, suspend all or part of the provision of the Services immediately upon written notice to the other Party, if one or more of the following occurs:
the other Party commits a material breach of the Contract and fails to remedy it within thirty (30) days of receiving notice requiring it to be remedied or if the breach is unable to be remedied;
the other Party passes a resolution for its winding-up or a court of competent jurisdiction makes an order for the winding-up or the dissolution of the other Party;
any steps are taken for the making of an administration order or the appointment of an administrator under the out-of-court procedure under the Enterprise Act 2002 or notice is given of an intention to appoint an administrator in relation to the Other Party or any steps are taken for the appointment of a receiver or administrative receiver, or an encumbrancer takes possession of or sells any of the other Party’s assets;
the other Party makes an arrangement or composition with its creditors generally or makes an application to a court of competent jurisdiction for protection from its creditors generally;
the other Party ceases to do business at any time for thirty (30) consecutive days;
the other Party is unable to pay its debts (within the meaning of that term under section 123, Insolvency Act 1986);
the other Party (being an individual) is the subject of a bankruptcy petition, application or order; or
any event occurs or proceedings are taken with respect to the other Party in any jurisdiction to which it is subject that has an effect equivalent or similar to any events or proceedings
We may terminate the Contract or suspend provision of the Services (or part of) immediately on notice to the Customer if:
any permission under which the Supplier is entitled to connect, maintain, modify or replace the Equipment required to provide the Services is ended for any reason;
the Supplier is required to do so by law or regulation or to comply with an order, instruction or request of government, an emergency services organisation or other competent administration or regulatory authority; or
the Supplier can no longer provide the relevant Service for any reason, provided that, in each case, the Supplier shall provide as much notice to the Customer as is practicable in the circumstances.
The Supplier may temporarily suspend the Services or part of them immediately on notice to the Customer:
the Supplier has reason to believe that the Customer’s equipment has become compromised by a computer virus or other malicious code that may threaten the Supplier’s network;
if the Supplier’s performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (“Customer Default”);
if the Supplier needs to carry out maintenance, technical repair, upgrades or emergency work or take any measures to protect or to ensure the security of the Supplier’s network;
in an emergency, including if in the Supplier’s reasonable opinion, the provision or use of the Services is likely to cause death, personal injury or damage to property; or
if the Customer becomes subject to or the Supplier reasonably believes that the Customer is about to become subject to them. The Supplier may terminate the Contract immediately on notice to the Customer if the circumstances are not remedied within thirty (30) days of the Supplier’s notice of it.
The Supplier shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from suspension of the Services permitted. The Customer shall reimburse the Supplier on written demand for any costs or losses sustained or incurred by the Supplier arising directly or indirectly from a Customer Default.
The Customer shall remain liable to the Supplier for the Charges during any period of suspension.
If the Supplier suspends the Services or part of them under this Contract, the Supplier will provide as much notice as possible, minimise the impact of the suspension on use of the Services and Equipment and restore the Services as soon as reasonably possible.
Consequences of termination
On termination of the Contract or the Services:
the Customer shall immediately pay to the Supplier all outstanding Charges properly due and payable under this Contract; and
the Customer must promptly return any Equipment to the Supplier at the Customer’s own cost. If the Customer fails to comply, at the Supplier’s discretion:
the Supplier may enter the Customer’s premises to take possession of the Equipment and the Customer shall pay the Supplier’s reasonable charges for recovery of the Equipment; or
the Customer shall pay the Supplier’s charges for replacement of the Equipment. Until the Equipment has been returned, the Customer shall be solely responsible for its safe keeping and will not use it for any purpose not connected to this Contract.
All rights and obligations of the parties shall cease to have effect immediately on termination of this Contract except that termination shall not affect:
the accrued rights and obligations of the parties at the date of termination;
the right to claim damages for losses whenever they occur provided, they arise out of an event occurring on or before termination of this Contract; and
the continued existence and the validity of the rights and obligations of the parties and any provisions of this Contract necessary for the interpretation or enforcement of this Contract and any other clauses that expressly or by implication survive termination.
Changes
The Customer may request at any time that a change (including any modification, addition or reduction) be made to the Services or the Equipment by completion of a new Order Form subject to the then current Standard Terms. The Supplier shall have the right to reject any new or amended Order Form requested by the Customer but shall not exercise such right unreasonably. The new Order Form shall become effective once it has been accepted by the Supplier in writing and a new Minimum Period may apply. If the Customer downgrades the Services, the Customer will need to return any additional Equipment (e.g. a second router) that was provided by the Supplier free with that Service and a downgrade fee may apply.
If the Supplier makes any changes to the Services, the Equipment or the Contract which is likely to cause the Customer material detriment:
the Supplier will give the Customer at least ninety (90) days’ written notice of the change by email; and the Customer will be entitled to terminate the Services and the Contract, subject to the Customer serving ninety (90) days’ written notice within ninety (90) days of the date that the Supplier sends the notice of the change.
The Supplier may revise the Contract from time to time:
for compliance with any law, regulation, regulatory requirement, licence, guidance or code of practice or safety requirements;
to reflect changes in technology, the Supplier’s prices, the Supplier’s business, the Broadband Services or other services or the Equipment including any changes to the Supplier’s suppliers; or
to make the Contract clearer or easier to understand or otherwise which do not materially affect the nature or quality of the Services or the Customer’s rights and obligations under this Contract.
The Supplier may temporarily or permanently control or restrict the Customer’s online activities to protect the Supplier’s network and maintain the quality of service:
where such activities may have a detrimental effect on other customers’ quality of service and it is reasonable for the Supplier to do so (e.g. sending “spam” messages); and
The Supplier reserves the right to monitor and control data volume and/or types of traffic transmitted via the Services and the Equipment. In the event that the Customer exceeds any usage allowance applicable to the Internet access or does not comply with the Usage Policy, the Supplier reserves the right (at its sole option) to reduce the Services. However, before any reduction is applied, the Supplier will provide reasonable notice, request the non-compliance to be remedied and set out the reasons for the reduction.
During any time of reduction the Customer will remain responsible for the payment of its original level of subscription charge. The Supplier also reserves the right (at its sole option) to regrade the Customer’s Internet access to a different speed and/or usage allowance at the appropriate charge provided reasonable notice is given.
The Supplier may at any time change, replace or withdraw the Services, the Equipment or the Broadband Services available.
Upon withdrawal of the Services, the Supplier will supply the closest equivalent package unless the Customer notifies the Supplier in writing of their particular package choice within thirty (30) days of receiving the Services withdrawal notification from the Supplier.
Liability
Nothing in these Standard Terms shall limit or exclude either Party’s liability for:
death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;
fraud or fraudulent misrepresentation;
any other liability which cannot be restricted by applicable law;
Neither Party shall be liable to the other Party, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any:
loss of profit;
loss of business;
loss of contracts;
loss of bargain;
loss of anticipated savings;
loss of or damage to goodwill or reputation;
loss of corruption to data; or
indirect or consequential loss.
Our total liability to the customer arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise shall in no circumstances exceed 5%% of the value of the amounts paid or payable to the Supplier by the Customer for the Services and any Equipment or equipment in the twelve (12) months preceding the event giving rise to the liability, in aggregate.
Except as expressly set out in this Contract, all warranties, conditions and other terms implied by statute, common law, custom, trade, course of dealing or otherwise, are excluded to the fullest extent permitted by law, including any implied conditions, warranties or other terms as to satisfactory quality, fitness for purpose or the use of reasonable skill and care.
Nothing shall limit or exclude the Customer’s obligation to pay the Charges or any Cancellation Fee.
Force majeure
Neither Party shall be deemed to be in breach of this Contract, or otherwise liable to the other, by reason of any delay in performance or non-performance of any of its obligations under this Contract to the extent that such delay or non-performance is due to an Event of Force Majeure. The Party affected by the Event of Force Majeure shall be entitled to a reasonable extension of time for performance if its obligations affected by the Event of Force Majeure, provided that if the delay or non-performance continues of more than ninety (90) days, either Party may terminate this Contract, without liability for any Cancellation Fee, with immediate effect by serving a written notice on the affected Party.
Ownership
Where the Supplier provides Equipment for use with the Services, the Supplier continues to own this Equipment at all times.
Where the Supplier sells equipment to the Customer, title and risk in the equipment shall pass to the Customer on the later of (i) full payment of charges for the equipment; and (ii) delivery or installation of the equipment as the Customer Premises.
Any internet address allocated by the Supplier to the Customer will at all times belong to the Supplier and the Customer may not sell or agree to transfer the number to any person. The Customer has a non-transferable right to use such Internet address whilst the Customer receives Broadband Services from the Customer. In the event the Contract is terminated or expires, for whatever reason, the Customer’s right to use the Internet address will automatically terminate.
Intellectual Property Rights
All Intellectual Property Rights in the Equipment and any and all software or hardware systems required to use and operate, or which form part of or arise out of or in connection with any of the Services, other than any Intellectual Property Rights created by the Customer, are the exclusive property of the Supplier or its licensors.
The Customer acknowledges that, in respect of any third party Intellectual Property Rights used in the provision of the Services, the Customer’s right to use of any such Intellectual Property Rights is conditional on the Supplier obtaining a written licence from the relevant licensor on such terms as will entitle the Supplier to license such rights to the Customer.
The Customer’s right to use the Equipment and any such software and hardware systems is subject always to the Contract and any ‘end-user-licence’ agreement (if asked to agree one). The Customer agrees not to use the Equipment and any software and hardware systems for any purpose other than using and accessing the Services. Except as expressly permitted by copyright law, the Customer has no right to copy, adapt, reverse engineer, decompile, disassemble, modify or adapt the Equipment or any such software and hardware systems in whole or in part.
The Customer will comply with all applicable laws and the Usage Policy in relation to any Intellectual Property Rights in the course of its usage of the Services, for example, access to third party copyright material.
The Customer agrees to indemnify the Supplier and keep the Supplier fully indemnified against all losses, damages, claims, demands, costs and expenses of whatever nature (including reasonable legal fees and court costs) arising out of or in any way connected with the Customer’s unauthorised or illegitimate use of Intellectual Property Rights.
The Supplier shall:
notify the Customer as soon as reasonable practicable of any matter which the Supplier reasonably considers gives rise to liability under the indemnity;
subject to the Customer providing security to the Supplier’s reasonable satisfaction against any claim, liability, costs, expenses, damages or losses which the Supplier may incur in the process, allow the Customer to take such action as the Customer may reasonably request to avoid, dispute, compromise or defend the claim with the reasonable assistance of the Supplier (at the Customer’s cost); and
not admit liability in respect of, or settle the matter without the prior written consent of the Customer such consent not to be unreasonably withheld or delayed.
The Supplier reserves the right to update or replace software relevant to the Services or Equipment from time to time and the Customer will allow the Supplier to do so.
Confidentiality
A Party (“Receiving Party”) shall keep in strict confidence all commercial and technical information including business, statistical, financial, marketing and personnel information, customer or supplier details, know-how, designs, trade secrets and software which would be regarded as confidential by a reasonable business person and have been disclosed to the Receiving Party by the other Party (“Disclosing Party”), its employees, agents or subcontractors (“Confidential Information”).
The Receiving Party shall only disclose such Confidential Information to:
those of its employees, agents, professional advisers, auditors and subcontractors who need to know it for the purpose of discharging the Receiving Party’s obligations under the Contract, and shall ensure that such persons comply with the obligations set out in this clause as though they were a Party to the Contract.
This shall not apply to: (a) information that has entered the public domain through no fault of the Receiving Party;
information that was previously disclosed to the Receiving Party without any obligation of non-disclosure;
information as is required to be disclosed by law, any governmental or regulatory authority or by a court of competent jurisdiction but only to the extent required and for the purpose of such disclosure; and
information that the Disclosing Party has given its consent in writing to disclose.
Data Protection
The Parties acknowledge and agree that for the purposes of the Data Protection Laws, the Supplier is a controller with respect to the Customer Personal Data under this Contract and in connection with the Services.
Each Party shall comply with its obligations under Data Protection Laws when processing Personal Data under this Contract and in connection with the Services.
The Customer shall:
bring the Supplier’s Privacy Policy available at www.univercell.net to the attention of Users; and
take reasonable steps to ensure that the Personal Data is accurate and up-to-date when disclosed to the Supplier.
To the extent that the Supplier processes Personal Data on behalf of the Customer as a processor in connection with the Services, the Data Processing Addendum shall apply to and be incorporated into this Contract.
Internet and Third-Party Services
The Services enable access to the internet, use of which is solely at the Customer’s risk.
If the Customer chooses to purchase additional, paid-for services that are available via the Broadband Services from a third Party, the Supplier will have no liability to the Customer for the quality or performance of that third-party service.
Support
The Customer will have access to the Supplier’s Service Desk via telephone or email. The Supplier’s contact number is 02089506000 and our email office@univercell.net The Supplier’s Service Desk provides assistance with registration and access problems that may arise as a result of network issues relating to the Services or any issues with the Equipment. Any calls to the Service Desk may be recorded or monitored for training and other purposes.
The Service Desk Support does not include support of hardware or software installed on the Customer’s PC or of other hardware that the Customer owns. These types of issues will not be logged with the Service Desk and the Customer is responsible for obtaining any support needed at its own cost.
Installation and Maintenance
Where the Supplier has not installed all the Equipment needed to provide the Services:
the Supplier will agree a date to do so; and
the Customer agrees to provide reasonable access on that date for the installation.
The Supplier will explain the type of installation needed and any Charges before completion of the order and the details will be set out in the Order Form.
The Supplier reserves the right to change the time and/or date of installation will notify the Customer of the changes and as soon as reasonably possible (and within at least forty–eight (48) hours).
A competent staff member from the Customer over the age of 18 must be present during the installation and for any repair or maintenance required to the Equipment.
The Customer agrees that the Supplier is authorised to install and keep installed the Equipment at the Customer Premises and that the Supplier’s employees, agents or contractors may enter the Customer premises to:
carry out any work that is necessary to connect, maintain, alter, replace or remove any equipment necessary to supply the Services; and
inspect any equipment including the Equipment which may be kept there.
The Customer will ensure that it has the appropriate and necessary permissions for the Supplier to carry out any of these activities in this clause 18 at the Customer Premises.
The Supplier will use reasonable endeavours to comply any reasonable health and safety and security policies notified to it in advance.
All risks in Equipment pass to the Customer on delivery or, if the Equipment is to be installed by the Supplier, on installation.
Complaints and Disputes
The Customer may submit any complaints by calling 02089506000 or by email at office@univercell.net or by post at UniverCell Customer Services, 137 brent street Hendon London nw4 4dj
The Supplier will attempt to resolve the complaint during the initial call but may escalate the complaint to a manager if necessary.
If we have failed to reach an agreed resolution within eight weeks of receiving your complaint then you have the option of referring your complaint for independent consideration to The Ombudsman Service with the following contact details:
Web https://www.cedr.com/
General
Assignment and other dealings
The Supplier may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights under the Contract and may subcontract or delegate in any manner any or all of its obligations under the Contract to any third party or agent.
The Customer shall not, without the prior written consent of the Supplier, assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract.
Notices
If you need to contact us, please email us at office@univercell.net in the first instance or contact your designated account manager.
Alternatively, notices under or in connection with the Contract may be addressed to a Party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that Party may have specified to the other Party in writing.
A notice given shall be deemed to have been received: if delivered personally, when left at the address referred to in clause 20.4; if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed; or, if sent by e-mail, one Business Day after transmission.
The provisions of this clauses shall not apply to the service of any proceedings or other documents in any legal action.
Severance
To the extent that any provision of this Contract is found by any court or competent authority to be invalid, unlawful or unenforceable in any jurisdiction, that provision shall be deemed not to be a part of this Contract, it shall not affect the enforceability of the remainder of this Contract nor shall it affect the validity, lawfulness or enforceability of that provision in any other jurisdiction.
If any clause or sub-clause of this Contract is invalid, illegal or unenforceable, the Parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original clause.
Waiver
No single or partial exercise, or failure or delay in exercising any right, power or remedy by any Party shall constitute a waiver by that Party of, or impair or preclude any further exercise of, that or any right, power or remedy arising under this Contract or otherwise.
No partnership or agency
Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, nor constitute either Party the agent of the other for any purpose. Neither Party shall have authority to act as agent for, or to bind, the other Party in any way.
Third parties
No express term of this Contract or any term implied under it is enforceable pursuant to the Contracts (Rights of Third Parties) Act 1999 by any person who is not a Party to it.
Variation
Except as set out in these Standard Terms, no variation of the Contract, including the introduction of any additional terms and conditions, shall be effective unless it is agreed in writing and signed by each Party.
Entire agreement
This Contract sets out the entire agreement and understanding between the Parties and subject to the provisions of sub-clause 20.12 supersedes all prior agreements, understandings or arrangements (whether oral or written) in respect of the subject matter of this Contract.
Each Party acknowledges that it has entered into this Contract in reliance only on the representations, warranties, promises and terms contained in this Contract and, save as expressly set out in this Contract, neither Party shall have any liability in respect of any other representation, warranty or promise made prior to the date of this Contract unless it was made fraudulently.
Governing law
This Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with the law of England and Wales.
Each Party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Contract or its subject matter or formation (including contractual disputes or claims).
SLA
“Material Fault” means a business critical failure of the Services or the Equipment that materially impacts the operations of the Customer’s business or prevents business critical work from being done.
The Supplier shall remedy all Material Faults within twenty-four (24) Business Hours of the Customer reporting the fault. The Parties may, on a case-by-case basis, agree in writing to a reasonable extension of the Material Fault response times and/or the Order Form.
The Customer acknowledges that, to properly assess and resolve a fault, it may be necessary to permit the Supplier access to the Customer Premises.
The Customer shall report all faults by email to the Customer’s Service Desk email or by such other method as the Supplier may from time to time permit or require as notified to the Customer on commencement of the Services. The Customer must include sufficient information for the Supplier to identify the Customer and Services affected, including when the Customer became aware of the fault and a description of the problem. The remedy time is calculated from the time a fault is reported and ends when the Supplier closes its maintenance log concerning such fault.
This Usage Policy sets out the terms between the Customer and the Supplier under which the Customer, and its Users, may use the Services and the Equipment.
The Customer will not, and shall procure that its Users will not, use the Services or the Equipment in a manner which:
involves any criminal or unlawful activity, including child pornography, fraud, drug dealing, gambling, harassment, stalking, sending or creation of viruses or other harmful files;
advertises any products or services or involves the transmission of “junk mail,” “chain letters,” or unsolicited mass mailing, instant messaging, “spimming,” or “spamming”;
involves communicating or promotes false information or information you believe to be false;
involves or promotes communications or conduct which is defamatory, offensive, abusive, obscene, menacing, threatening or otherwise made for the purpose of causing annoyance, inconvenience or anxiety to another;
promotes racism, bigotry, hatred or physical harm of any kind against any group or individual;
harasses or advocates harassment of another person or exploits people in a sexual or violent manner;
promotes illegal activities or conduct that is libellous;
involves or promotes copyright infringement, patent infringement, or theft of trade secrets including providing pirated computer programs or links to them, providing information to circumvent manufacture-installed copy-protect devices, or providing pirated music or links to pirated music files;
furthers or promotes any criminal activity or enterprise or provides instructional information about illegal activities including, but not limited to making or buying illegal weapons or violating someone’s privacy; solicits passwords or personal identifying information for commercial or unlawful purposes from other users; interferes with, disrupts or creates an undue burden on the Services or the networks or services connected to the Services or the Equipment, or which creates a security threat or vulnerability in respect of the Services or the networks or services connected to the Services or the Equipment; attempts to impersonate another user or person;
uses the account, username, or password of another person at any time or disclosing your password to any third party or permitting any third party to access your account;
is in breach of any law or the rights of any other party; or
involves distributing, uploading or downloading content which contains nudity, violence, or offensive subject matter or contains a link to an adult Website or includes a photograph of another person that you have uploaded without that person’s consent.
The Customer will not use the Services with devices or equipment, or connect any devices or equipment to the Equipment, which the Customer has reason to believe has become compromised by a computer virus, malware or other malicious code that may harm or threaten the Supplier’s network, affect the service the Supplier provides to other customers or adversely affect the status of the internet protocol (IP) address(es) that the Supplier has assigned to the Customer.
If the Customer does not comply with the Usage Policy or permits any other party to misuse the Services or the Equipment the Supplier may charge the Customer for any loss or damage that the Supplier suffers as a result.