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Terms and Conditions of Service
1. Definitions "Access Connection" means the telecommunications circuit that the Customer uses to obtain telecommunications services over the public switched telephone network at the Site as notified by the Customer to Bluespine. "Agreement" means these Terms, together with the Order Application Form. "Carrier" means any supplier of telecommunications services to Bluespine for the Service. "Commencement date" means the date when the Customer first receives the Service. "Consumer" means a person who enters into a contract other than in the course of a business "Customer" means the person who places the Order and uses the Services. "Customer Equipment" means apparatus belonging to the Customer not forming part of the Bluespine Equipment but which may be connected to the Bluespine Equipment.
"Order Application Form" means the form, which the Customer signs to order the Service. "Site" means the Customer Site where the Service is to be received. "Service" means the installation, connection and supply of a telecommunications circuit capable of supporting ADSL services at the Site and the provision of telecommunication services over such circuit. 2. Commencement and Duration This Agreement will commence on the Commencement Date and shall continue for an initial period of 12 months and will automatically renew subject to termination under Clauses 12. 3. Provisions of the Service 3.1 Bluespine shall provide or procure the provision of the Service to the Customer in accordance with the terms of this Agreement. The Customer acknowledges that it is technically impracticable to provide a fault free Service and Bluespine does not undertake to do so. 3.2 The provision of the Service to the Customer will be subject to the characteristics of the Customers Access Connection and the Carrier may determine that it is not possible to supply the Service over the Customers Access Connection. Where this is the case, Bluespine will immediately terminate this Agreement, Bluespine will not be liable to the Customer for such termination. 3.3 The Customer acknowledges that during the installation of the Bluespine Equipment for the provision of the Service the Customer Access Connection may suffer a temporary loss of telephone service, and /or interference to any other Access Connection services, which shall be reinstated following installation Bluespine will not be liable for any loss, interruption or interference during installation. The Customer also acknowledges that any telephone socket extensions that are incorrectly wired may be disconnected during installation, without liability to Bluespine. 3.4 Occasionally Bluespine and/or any Carrier may have to interrupt the Service or change the technical specification of the Service for operational reasons (such as maintenance or Service upgrades) or because of an emergency. In these circumstances where possible Bluespine will give notice to the Customer of any such interruption however, the Customer shall have no claim against Bluespine for any such interruption. 3.5 Except as otherwise expressly permitted under this Agreement, the Customer may not: ·
modify the Service without Bluespine prior written consent; 3.6 Bluespine shall use its reasonable endeavours to comply with the Customer's reasonable requests in respect of installation but Bluespine or the Carriers decision on the routing of cables and wires and the positioning of outlets and other apparatus constituting the Bluespine Equipment shall be final and binding. 3.7 Bluespine shall use all reasonable endeavours to provide and install or procure the provision and installation of the Bluespine Equipment at the Site so that the Service can be provided on or before any installation date specified or agreed to by. Bluespine. Any installation date is an estimate only and Bluespine shall not be liable for any failure to meet such installation date. 3.8 Installation of the Service may be subject to a survey carried out by Bluespine or the Carrier and the Service may not be provided where the survey carried out, is incomplete or unsatisfactory. 4. Use of the Service 4.1 The Customer must not use the Service: ·
in a way that does not comply with the terms of any legislation or any
license applicable to the Customer or that is in any way unlawful or fraudulent
or has any unlawful or fraudulent purpose or effect; 4.2 Bluespine will be entitled to suspend the Service or terminate the Agreement where Bluespine, in its absolute discretion, believes the Customer is in breach of any provisions of Clause 4.1. 4.3 The Customer acknowledges and accepts the following technical limits relating to the Service: ·
transmission performance of some metallic local loops will mean it is
technically impracticable to provide Service to all Customers within the
Service Availability Area; 4.4 In the circumstances referred to in Clause 4.3 Bluespine will have no liability to the Customer relating to the provision of the Service (or Bluespine 's inability to provide the Service), the performance of the Service, its effect on other services or equipment or the withdrawal of the Service. 4.5 The Customer will co-operate with Bluespine's reasonable requests for information regarding the Customer use of the Service and supply such information without delay. 5. Charges 5.1 The charges for the Service will be calculated in accordance with the Bluespine Price List. Charging will begin on the Commencement Date for the Service. Charges will be calculated in accordance with details recorded by, or on behalf of, Bluespine. 5.2 The Customer will pay the charges within 30 days of the date of Bluespine 's invoice. Bluespine may charge daily interest on late payments at a rate equal to 4% per annum above the base-lending rate of Barclays Bank Plc. 5.3 All charges exclude Value Added Tax (VAT) at the applicable rate, unless stated otherwise. 5.4 Bluespine may also make an additional charge (on the basis of additional charges detailed in the Bluespine Price List), on its own behalf or on behalf of a Carrier in the following circumstances: - ·
an abortive visit charge may be incurred where incorrect information supplied
by the Customer means it is technically impractical to provide the Service
over the Customers Access Connection;
6.1 To allow the installation and use of the Bluespine Equipment at the Site, the Customer will at the Customer's own expense: ·
obtain all necessary consents, including consents for any necessary alterations
to buildings; 6.2 The Bluespine Equipment shall remain the property of Bluespine or the supplier of such equipment (including any Carrier) and the Customer shall at all times make clear to third parties that the same is the property of Bluespine or a third party supplier of such equipment. Bluespine may modify, substitute, renew or add to the Bluespine Equipment from time to time at its absolute discretion. 6.3 Bluespine shall supply the Customer with the relevant information to enable the Customer suitably to prepare the Site for delivery and installation of the Bluespine Equipment. The Customer shall at their own expense provide suitable accommodation, assistance, facilities and environmental conditions for the Bluespine Equipment and all necessary electrical and other installations and fittings. 6.4 A secure electricity supply is required at the Premises for the installation, operation and maintenance of the Bluespine Equipment at such points and with such connections as specified by. Bluespine Unless otherwise agreed, this power supply is to be provided by the Customer. Bluespine shall not be responsible for interruption or failure of the Services caused by a failure of such power supply. 6.5 The Customer is responsible for the Bluespine Equipment and must not add to, modify or in any way interfere with it nor allow anyone else (other than someone authorised by Bluespine) to do so. The Customer will be liable to Bluespine for any loss of or damage to the Bluespine Equipment, except where such loss or damage is due to fair wear and tear or is caused b Bluespine, or anyone acting on ' Bluespine s behalf. 6.6 Any Customer Equipment connected to or used with the Service must be connected and used in accordance with any instructions, safety and security procedures applicable to the use of that equipment. Any equipment which is attached (directly or indirectly) to the Service must be technically compatible with the Service and approved for that purpose under any relevant legislation or telecommunications industry standards. 6.7 To enable Bluespine to carry out its obligations under this Agreement, the Customer will at all reasonable times provide Bluespine employees, and anyone acting on Bluespine 's behalf including the Carrier, who produces a valid identity card, with access to any Site and any other premises outside of Bluespine's control. Bluespine will normally only require access during its usual working hours but may, on reasonable notice, require the Customer to provide access at other times. Bluespine may agree to work outside its usual working hours, but the Customer must pay Bluespine 's additional charges for doing so as detailed in Clauses and the Bluespine Price List. 6.8 If through no fault of Bluespine, Bluespine is unable to carry out an installation at, or gain access to, the Site or the installation is aborted, Bluespine will notify the Customer Nominated Contact and may raise an abortive visit charge. 6.9 The Customer hereby irrevocably gives permission to Bluespine or the Carrier and its employees, agents or contractors to: ·
execute any works on the Premises for, or in connection with, the installation,
maintenance, or removal of the Bluespine Equipment; 6.10 The Customer undertakes: - ·
to comply with all instructions Bluespine may notify to the Customer for
use of the Bluespine Equipment;. 6.11 The Customer shall be responsible for the repair and maintenance of any Customer Apparatus used in order to obtain or use the Service. 7. Support of the Service Technical support for the Service will be available on 0845 333 4400. 8. Intellectual Property Rights 8.1 The Customer acknowledges that the Customer shall have no rights to any intellectual property rights arising as a result of any use of the Service. 8.2 Any and all intellectual property rights used or embodied in or in connection with the Service shall be and remain the sole property of Bluespine or Bluespine 's licensors. No title or intellectual property rights therein or in any modification or extension thereof shall pass to the Customer unless specifically stated under the Agreement. 8.3 The Customer acknowledges such title, interest and rights and the Customer shall not take any action to jeopardize, limit or interfere in any manner with Bluespine 's (or any third party suppliers') title, interests or rights with respect to the Service, including but not limited to, using Bluespine 's or the Carriers trademarks or trade name. 8.4 Where software is provided to enable the Customer or to use the Service, Bluespine grants the Customer, for the duration of this Agreement, a non-exclusive, non-transferable license to use the software for that purpose. 9. Warranties 9.1 The service will be provided without warranty or representation of any kind, whether express or implied Bluespine disclaims and excludes all such warranties and representations including without limitation any warranty or representation that the Service is free of defects, of satisfactory quality, fit for a particular purpose or non-infringing of third party rights. The Customer accepts all risks and liabilities associated with the use of the Service. 10. Limitation of Liability 10.1 Nothing in this Agreement shall exclude or limit liability for death or personal injury resulting from the negligence of either party or their servants, agents or employees. 10.2 Neither party shall be liable in contract, tort, pre-contract or other representations (other than fraudulent or negligent misrepresentations) arising out of or in connection with this Agreement for: ·
any economic losses (including, without limitation, loss of revenues,
profits, contracts, or business); or 10.4 Each provision of this Agreement, excluding or limiting liability, operates separately. If any part is held by a court to be unreasonable or inapplicable, the other parts shall continue to apply. 10.5 The Customer indemnifies Bluespine and its suppliers including any Carrier against any claims or damages arising from the Customers access to or use of the Service and any information, data or material produced, transmitted or downloaded on the Service. 11. Force Majeure 11.1 If either party is unable to perform any obligation under this Agreement because of a matter beyond that party's reasonable control such as lightning, flood, exceptionally severe weather, fire, explosion, war, civil disorder, industrial disputes (whether or not involving that party's employees), or acts of local or central Government or other competent authorities or events beyond the reasonable control of that party's suppliers, the party will have no liability to the other for that failure to perform. 11.2 If any of the events detailed in paragraph 11.1 continue for more than 3 months either party may serve notice on the other terminating this Contract. 12. Termination 12.1 The Customer may terminate this agreement after the initial term by giving 30 days written notice to Bluespine. 12.2 Either party may terminate this Agreement or the Service provided under it immediately, on notice, if the other: ·
commits a material breach of this Contract, which is capable of remedy,
and fails to remedy the breach within 15 days of a written notice to do
so; 12.3 If any of the events detailed in 12.2 occur as a result of Customer default, Bluespine may suspend the Service without prejudice to its right to terminate this Contract. Where the Service is suspended under this paragraph 12.3 the Customer must pay the charges for the Service until this Contract is terminated. 12.4 Bluespine may terminate this Agreement immediately upon written notice to the Customer if: Bluespine
is informed by the Carrier supporting the Service that the Carrier is
required to cease the Service by a competent regulatory authority; or
12.5 Upon termination of this Agreement the Customer shall immediately stop using the Service and the Customer right to use the Service shall immediately terminate. 12.6 If either party delays in acting upon a breach of this Agreement that delay will not be regarded as a waiver of that breach. If either party waives a breach of this Agreement that waiver is limited to that particular breach. 13. Confidentiality 13.1 The parties will keep in confidence any information (whether written or oral) of a confidential nature (including software and manuals) obtained under or in connection with this Agreement or the Service and will not without the written consent of the other party disclose that information to any person (other than their employees or professional advisers, or in the case of Bluespine the employees their suppliers, who need to know the information). 13.2 This Clause 13.1 will not apply to: ·
any information, which has been, published other than through a breach
of this Agreement; 13.3 This Clause 13.1 will remain in effect for 2 years after the termination of this Agreement. 14. Data Protection 14.1 Bluespine and the Customer each agree to comply with their respective obligations under applicable data protection legislation and maintain all relevant registrations, including (in relation to the Customer) such registrations and consents as the Customer should obtain and maintain to enable Bluespine to process personal data in connection with the performance by Bluespine of its obligations under this Contract. 14.2 The Customer agrees that Bluespine may put their name and other details obtained from the Order Application Form into a computerized directory for internal use and to enable Bluespine to provide the Service. 14.3 Rights of subject access will be in accordance with the Data Protection Act 1998 and upon request in writing and payment of the appropriate fee.
Where you are purchasing the Service as a Consumer the exclusion of the implied terms in Clause 9 and the provisions of Clause 14.1 will not apply. 16. Notices 16 Notices given under this Agreement must be in writing and may be delivered by hand, or by courier or first class post to office shown on the Order Application Form or any alternative address which Bluespine notifies to the Customer 17. General Provisions 17.1 The Agreement will constitute the entire agreement between the parties and will supersede all prior and contemporaneous agreements, communications and representations (except for fraudulent or negligent misrepresentations) whether oral or written, between the parties. 17.2 A person who is not party to this Contract has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Contract, but this does not affect any right or remedy of a third party which exists or is available apart from that Act. 17.3 In the event of a dispute between the parties, the parties will attempt in good faith to resolve the dispute or claim arising out of or relating to the Agreement promptly through negotiations between the respective representatives of the parties who have authority to settle the same. 17.4 If any provision of the Agreement (whether in part or in whole) is held by a court of competent jurisdiction to be illegal, invalid or unenforceable the remaining provisions of the Agreement shall remain in full force and effect. 17.5 Any waiver of any breach of any provision of the Agreement will not constitute a waiver of any prior, concurrent or subsequent breach of the same or any other provisions of the Agreement. 17.6 The Customer may not assign or otherwise transfer, by operation of law or otherwise, the Agreement or any rights or obligations therein without the prior express written consent of Bluespine. 17.7 The headings to the sections of this Agreement are for convenience only. 18. Law The Agreement shall be governed by the laws of England and the parties submit to the non-exclusive jurisdiction of the Courts of England ©Bluespine Technologies +44 (0) 1202 267100 www.bluespine.com |