1.1. In these Terms, the following words and expressions shall have the meanings given to them below:
“Additional Services” means any supplementary Services and features from time to time provided by Hyperoptic in connection with the Business Broadband Service and/or Telephone Service.
“Additional Telephone Packages” means any supplementary packages from time to time available with the Telephone Service as shown on the related product page www.hyperoptic.com.
“Agreement” means the Agreement described in Clause 2.
“Applicable Law” means any applicable law, statute, bye-law, regulation, order, regulatory policy, guidance, standard or industry code, rule of court or directives or requirements of any government or regulatory body, delegated or subordinate legislation or notice of any government or regulatory body and the common law and the law of equity as from time to time applicable to the parties.
“Business Broadband Service” means the internet service comprising access to “always on” internet services, including the features and functionality in relation to the chosen package (“Hyper-lite”, “Hyper-active” or “Hyper-sonic”) each as described on the Website www.hyperoptic.com.
“Business Day” means any day other than a Saturday or a Sunday or a public holiday in England and Wales.
”Business Order Form” means the form for Orders from time to time made available by Hyperoptic.
“Business Support” means the Hyperoptic Business Support Team which can be contacted by email to email@example.com or on 0333 332 1121 twenty four hours a day, seven days a week.
“Call Charges” means the call charges calculated as provided on the Order or, if not so provided, as specified on the Website www.hyperoptic.com.
“Charges” means any or all charges payable to Hyperoptic in respect of the Services as detailed on the Order or set out in the Website www.hyperoptic.com and any other amounts due under the Agreement.
“Code of Practice” means Hyperoptic’s code of practice for domestic and small business customers, which is available on the Website www.hyperoptic.com.
“Complaints Code of Practice” means Hyperoptic’s complaints code of practice which is available on the Website www.hyperoptic.com.
“Connection Charge” means the connection charge set out on the Order or, if not so set out, as specified on the Website www.hyperoptic.com .
“Customer” means the business customer entering into the Agreement.
“Equipment” means any telecommunications or other equipment (including, but not limited to, the HyperHub, cables and accessories, faceplate and cabling provided by Hyperoptic) that are supplied to facilitate and enhance usage of the Services as detailed on the Website www.hyperoptic.com (including upgrades and replacements). This does not include any equipment purchased from a supplier recommended by Hyperoptic or an alternative supplier. This is referred to as ‘additional equipment’.
“FAUP” means Hyperoptic’s Fair and Acceptable Usage Policy, as from time to time updated and available on the Website www.hyperoptic.com.
“Force Majeure” means any event beyond Hyperoptic’s reasonable control including without limitation, lightning, flood, severe weather, fire, explosion, terrorist activities, war, civil disorder, damage or vandalism to the Network or equipment, acts or omissions of local or national governments or other competent authorities, or industrial disputes.
“HyperHub” means the router supplied by Hyperoptic for wireless access and to facilitate connecting Customer’s equipment (including, but not limited to, personal computers) to the Network.
“Hyperoptic” means Hyperoptic Ltd, registered in England and Wales with company number 07222543 and having its registered office at Hythe House 200 Shepherds Bush Road London W6 7NL.
“Installation Fee” means the installation and set-up fee as set out on the Order or, if not so set out, as specified on the Website www.hyperoptic.com.
“Installation-only Service” means the provision by Hyperoptic of installation services with no additional ongoing Services, as described on the Website www.hyperoptic.com.
“Minimum Period” means, in relation to each Service, the minimum term of the Agreement as it relates to that Service as stated on the Order and if not so stated as specified on the Website, starting from the Services Start Date.
“Network” means the network utilised by Hyperoptic to provide the Services.
“Order” means a request for provision of the Services submitted in the form required or accepted by Hyperoptic.
“Order Cancellation Fee” means the Order cancellation fee, payable on demand, as set out on the Order or, if not so set out as specified on the Website www.hyperoptic.com.
“Premises” means the address specified in the Order where the Services are to be supplied.
“Re-activation Fee” means the re-activation fee payable on demand set out on the Order or, if not so set out as detailed on the Website www.hyperoptic.com.
“Rental Charge” means the Rental Charge including the cost of line rental and the basic provision of the Telephone Service which is set out on the Order or, if not so set out, as detailed on the Website www.hyperoptic.com.
“Replacement Items Fee” means the replacement items fee payable on demand set out on an Order or if not so set out, as specified on the Website www.hyperoptic.com.
“Services” means the services from time to time ordered by the Customer as set out in an Order and subject to confirmation under Clause 2.3.
“Services Start Date” means the date on which the Customer receives or is deemed to have received the Equipment and welcome pack, being three (3) days after these are dispatched by Hyperoptic.
“Service Termination Fee” means the Service termination fee payable on demand as set out in an Order or if not so set out as detailed on the Website www.hyperoptic.com.
“Term” means, in relation to each Service, the period from the relevant Service Start Date until termination of the Agreement in relation to such Service.
“Terms” means these Standard Terms and Conditions for the Business Broadband Service and/or Telephone Services and any Additional Services.
“Telephone Service” means the telephone over broadband service comprising access to a line or lines capable of making and receiving calls recognised by the public switched telephone network (PSTN), including the features and functionality described on the Website www.hyperoptic.com and any Additional Telephone Packages from time to time added to the package.
“Website” means www.hyperoptic.com or any other website address notified by Hyperoptic to the Customer.
1.2. References herein to a “party” are to either Hyperoptic or the Customer and to “parties” are to both of them.
1.3. References herein to “Clauses” are to the clauses comprising these Terms. Headings used herein are for guidance only and shall not affect the interpretation of this Agreement.
Unless you purchase the Installation-only Service, this will include (as applicable depending on the packages you choose to purchase in your Order) our Hyper-lite 20 Meg (“Hyper-lite”), Hyper-active 100 Meg (“Hyper-active”) or Hyper-sonic 1 Gig (“Hyper-sonic”) Internet connection and access, HyperHub, maintenance and support services, Telephone Service and such other Additional Services as are agreed in your Order or as we may agree to provide you from time to time (all of which are referred to together as “Services”).
If you sign up to the Telephone Service you understand and agree that the Telephone Service may not offer all of the features you may expect from a traditional phone line and is dependent on your connection to the Network and the availability of the Network. The Telephone Service may sometimes be unavailable as a result of things over which we have no control, for example, power disruptions and will cease to function if there is a power failure or a failure in the Network.
You understand and acknowledge that the Telephone Service allows calls to the emergency services numbers 999 and 112 and that calls to these services will fail if there is a power cut or if your Internet Service connection fails. You agree to inform potential users of the Telephone Service of the above limitations and you understand and accept that you should always have an alternative means of accessing 999/112 emergency services (whether by using the existing copper wire telephone line to the Premises or another alternative).
You can find more details about the Telephone Service and its limitations below under section 12 “Special Provisions Relating to the Telephone Service and Number Portability” and on our Website.
The Agreement for the Services is made up of the following terms (including any other document we refer to in those terms).
1.1. These Terms;
1.2. The Hyperoptic residential Internet Service and Telephone Service plans and tariffs which are also available on our Website at www.hyperoptic.com.
1.4. The Hyperoptic Fair and Acceptable Usage Policy which is also available on our Website at www.hyperoptic.com.
If any of these documents contradict each other, the terms will apply in the order set out above (except that if there is a conflict relating to pricing between these Terms and the plans and tariffs referred to in 1.2 above then the information on those pages will take precedence over these Terms).
In these Terms all references to “we”, “us” or “our” are references to Hyperoptic and all references to “you”, “Customer” and “your” are references to you our Customer.
Reference to the “parties” means both Hyperoptic and you, the Customer.
You agree, either by ticking the box next to ‘I accept the Terms of Service’ on our Website or by signing an Order (when it is not possible for you to place or confirm an Order online) or upon delivery of the relevant Terms to you, to be bound by them. These Terms will apply to all residential Customers. The Services and Equipment we provide to you under these Terms must not be used for business purposes except for Home Working.
You will find a summary of the key definitions of words which we use in these Terms in Clause 21.
2.2. In the event of any conflict between the documents referenced in Clause 2.1, they shall be accorded priority in the order listed in that Clause, save in the event of a conflict relating to pricing in which event the plans and tariffs shall take precedence over the Terms.
2.3. Hyperoptic may accept Orders in its sole discretion. Orders shall be accepted only upon the dispatch by Hyperoptic of a confirmation email. No verbal communications shall be deemed to constitute acceptance nor shall acceptance be inferred from conduct (including without limitation installation under Clause 6.1). Upon delivery by Hyperoptic to the Customer of an email confirming acceptance of an Order, such Order shall be binding on both parties. Once accepted by Hyperoptic: (i) Subject to (ii), each Order for a Business Broadband package shall create a separate Agreement between the parties governing provision of the Business Broadband Service and any associated Telephone Service or Additional Services; and (ii) any Order requesting the addition or removal of a Service to an existing Business Broadband package or requesting the transfer to an alternative Business Broadband Package (as provided in Clause 6.4) shall be deemed an amendment to the Agreement between the parties relating to that Business Broadband package reflecting the version of these Terms in force at the date of such amendment.
2.4. The Customer warrants that it contracts as a business customer and not as a consumer and that all information provided by it during the Order process and/or during the term of the Agreement is complete and accurate in all respects and is not misleading.
3.1. Hyperoptic shall provide each Service from the relevant Services Start Date for the Term on and subject to the terms of the Agreement.
4.1. Subject to prior receipt of any Connection Charge, Hyperoptic shall provide the Equipment.
4.2. The Customer acknowledges and agrees that: (i) the Equipment remains the property of Hyperoptic, may be used only to access the Services and must be retained at the Premises during the term of the Agreement and thereafter subject to written agreement from Hyperoptic as to its removal; and (ii) the Charges have been calculated on this basis. Other than the HyperHub which may be removed following termination of the Agreement, if any Equipment is damaged or removed, the Customer will be liable to pay the then current cost of installation and/or replacement.
4.3. The Customer shall not: (i) do anything or allow anything to be done at the Premises that may cause damage to or interfere with the Equipment or prevent use or easy access to it; or (ii) without prejudice to the generality of the foregoing, interfere or tamper with, sell, charge, mortgage or otherwise deal in or obstruct or remove or obscure notices attached to the Equipment nor allow any third party to do any of the foregoing.
4.4. In the event of a fault with the Equipment during the manufacturer’s warranty period, the Customer may contact Business Support and return the relevant item as directed. Hyperoptic shall test and shall repair or replace the Equipment at no cost to the Customer save where Hyperoptic reasonably believes that there is no fault or that the fault is due to the act, omission or negligence of the Customer, in which event the Customer shall be liable for payment of a Replacement Items Fee.
4.5. The Customer may retain the HyperHub following termination of the Agreement. In such case, the Customer agrees that the HyperHub is supplied ‘as is’ and Hyperoptic neither makes nor gives any warranty or representation as to the operation or functionality of the HyperHub and all implied terms and conditions relating to the same are hereby excluded.
5.1. The Customer warrants that it is the current occupier of the Premises and either the freeholder of the Premises or a tenant under a lease with permission to install the Equipment at the Premises from the freeholder.
5.2. The Customer hereby: (i) grants to Hyperoptic a licence to perform such works as may be required to install apparatus (including but not limited to Equipment and additional equipment) at the Premises, to retain and use such apparatus so-installed and to connect to, maintain, alter, replace and/or remove the same; and (ii) agrees to grant access to the Premises for Hyperoptic, its employees, agents and/or contractors to inspect the apparatus and perform the tasks set out in (i).
5.3. Hyperoptic shall cause as little disturbance at the Premises as reasonably practicable and shall repair, to the Customer’s reasonable satisfaction, any damage occasioned by it.
5.4. The Customer shall follow any reasonable instructions given by Hyperoptic in relation to the apparatus and shall ensure that a representative is present at the Premises whenever access is required.
5.5. The Customer shall obtain any consent or permission that might be required from a third party to cross their land or install Equipment on their premises, including procuring signature of a wayleave agreement in such form as Hyperoptic may reasonably require. Hyperoptic is not obliged to install or provide the Services unless all consents and permissions have been obtained. If the Customer fails to procure any necessary consent or permission Hyperoptic may terminate the Agreement and in such event shall repay any Connection Charges less any costs incurred by Hyperoptic prior to the date of termination.
6.1. Connection to the Business Broadband Service takes place via a port. If no port is available when the Customer places an Order or if Hyperoptic agrees to move or re-wire a port or to install an additional port, such works shall be subject to payment of an Installation Fee.
6.2. Following installation, save in relation to the Installation-only Service, Hyperoptic shall assign to the Customer a static IP address which is free of charge. The IP address remains the property of Hyperoptic and is for use solely in connection with the Service. The Customer cannot sell them or agree to transfer them to anyone else and must not try to do so. It shall revert to and may be reassigned by Hyperoptic on disconnection of the Services or termination of the Agreement.
6.3. The speed and performance of the Business Broadband Service will depend on a number of factors some of which are outside Hyperoptic’s control. Hyperoptic does not warrant or represent that the connection will reach any given speeds or that maximum transmission speeds can be obtained at any time. Hyperoptic shall use its reasonable endeavours to inform the Customer of any issues affecting the Services and shall attempt to resolve them as soon as it is reasonably practicable.
6.4. The Customer may transfer its chosen package for the Business Broadband Service to any Business Broadband package then available at the Premises and may add or remove the Telephone Service and/or add or remove Additional Telephone Packages from the Telephone Service in writing (by email or letter). Any transfer, addition or removal during the Minimum Period shall restart the Minimum Period which shall be deemed a period of 6 months from the Service Start Date of the new Services or package.
6.5. If Hyperoptic fails to connect the Business Broadband and/or Telephone Services for more than one (1) month following the date of acceptance of the relevant order under Clause 2.3 and such failure does not result from the act or omission of the Customer, the Customer may terminate the Agreement in respect of the relevant Service(s) by written notice, such notice to be served at any time prior to such Service(s) being activated. In such event any Charges already paid by the Customer in respect of such Service(s) shall be refunded to it.
6.6. The Customer agrees that any connection dates provided by Hyperoptic are estimates only. Hyperoptic shall not be liable to the Customer in contract, tort (including negligence or breach of statutory duty) or otherwise for any delay in installing or activating the Services or otherwise for any failure to achieve such dates.
6.7. Hyperoptic’s sole obligation hereunder is to make the Services available to the Customer. The Customer shall be responsible for ensuring it is able to access the Services including for ensuring that it uses a router or Ethernet cable capable of connecting to the Services. Hyperoptic shall have no liability
to the Customer in contract, tort (including negligence or breach of statutory duty) or otherwise under or in connection with this Agreement for the Customer’s failure to access the Services.
6.8. If the Services are disconnected or suspended for any reason, the Customer shall be liable to pay a Re-activation Fee.
7.1. The following paragraphs apply where the landlord or manager of the Premises (the “Landlord”) has entered into an agreement with Hyperoptic to provide Services to the Premises, including to the Customer’s workspace (the “Landlord Services”).
7.2. Hyperoptic’s agreement with the Landlord is subject to and conditional upon the Customer’s complying with these Terms and with the documents referenced in Clause 2.1. In return for Hyperoptic’s agreeing to make the Landlord Services available to the Landlord, the Customer agrees that it shall comply with these Terms and additional documents.
7.3. The Customer acknowledges and agrees that Hyperoptic’s obligation to provide the Landlord Services is owed to the Landlord and not to the Customer. Accordingly, the Customer further agrees that: (i) The Agreement is limited to the Customer’s agreeing to comply with these Terms and with the documents referenced above in return for Hyperoptic’s agreeing to make the Landlord Services available to the Landlord; (ii) Hyperoptic shall have no obligation whatsoever under the Agreement in respect of the provision of the Landlord Services and all provisions relating to the installation, provision and maintenance of the Landlord Services and other provisions imposing obligations or restrictions on Hyperoptic shall be ineffective; (iii) In the event of a failure of or fault with the Landlord Services or any issues relating to installation any liability shall lie between Hyperoptic and the Landlord. The Customer agrees that it will not bring any claims or other legal proceedings against Hyperoptic whether in contract, tort (including negligence and breach of statutory duty) or misrepresentation in connection with the foregoing (“Claims”), the Customer hereby waives all and any such Claims and hereby indemnifies Hyperoptic and holds Hyperoptic harmless in respect of the same.
7.4. Hyperoptic may agree that the Customer may report faults with the Landlord Service to Hyperoptic directly. If Hyperoptic incurs additional costs in investigating and fixing faults or conducting works at the Customer’s direction and if so directed to the Landlord, Hyperoptic may invoice these amounts to the Customer directly. In such case, the Customer agrees to pay such amounts in accordance with these Terms. This Clause is without prejudice to the provisions of Clause 7.3.
7.5. The Customer understands that the Landlord Services may be suspended or terminated: (i) In accordance with the terms of Hyperoptic’s agreement with the Landlord including without limitation if the Landlord fails to pay amounts when due; and/or (ii) if the Customer fails to comply with these Terms and the documents referenced above.
7.6. If the Customer places orders for services additional to the Landlord Services (“Ancillary Services”), these will be governed by a separate agreement between the Customer and Hyperoptic. The Customer acknowledges that Hyperoptic’s ability to provide Ancillary Services is reliant upon provision of the Landlord Services. In the event that the Landlord Services are suspended or terminated including without limitation if the Landlord fails to pay amounts owed to Hyperoptic, Hyperoptic shall have no liability for any failure of the Ancillary Services but whenever reasonably possible Hyperoptic will give the Customer an opportunity to order services equivalent to the Landlord Services from Hyperoptic directly.
8.1. The Customer shall pay the Charges in accordance with this Clause 8. The Charges are as agreed in the terms of the relevant Order or, if not so agreed, as stated on the Website, as from time to time amended in accordance with Clause 19.
8.2. All recurring Charges are payable from the relevant Services Start Date and shall be collected in advance. Call Charges will be collected in arrears. If possible, Call Charges will appear on the immediately subsequent bill, but they may instead be included on a later bill. One-off charges are payable as incurred.
8.3. Save in respect of the Installation-only Service, the first invoice will include any applicable Connection Charge, a pro rata amount for the Rental Charge for the current month from the Services Start Date, payment in advance of the Rental Charges for the next month of Services, plus any Call Charges. If the Services Start Date falls on or after the 20th day of the month then the first payment will also include Charges for the entire next month of Service. Actual payments are generally drawn on the next working day after the first day of the month.
8.4. All invoices will be issued via email.
8.5. The Customer shall make payment of all Charges by direct debit only save that the Customer may use a Hyperoptic-approved debit or credit card to pay for any applicable Installation Charges, or to make an interim payment of applicable Call Charges. The Customer shall notify Hyperoptic immediately of any change in its bank details. Hyperoptic may charge £10 by way of compensation for any direct debit payments which are returned for any reason.
8.6. The Customer shall pay all sums due in full on or prior to the due date, as provided in Clause 8.3. No deductions or withholdings are permitted except as required by law.
8.7. Hyperoptic may charge interest on overdue amounts from the due date until payment in full (whether before or after judgment) at the annual rate of four per cent (4%) per annum above the base rate of Barclays Bank plc from time to time.
8.8. Hyperoptic may from time to time in its sole discretion restrict the Services on the basis of the Call Charges incurred by the Customer each month. Hyperoptic shall notify the Customer if it is likely to exceed the cap in any month and the Customer shall then have the option of paying a portion of the Call Charges incurred that month by credit card to avoid suspension of the Telephone Service.
8.9. Calls to the Business Support telephone line will be charged at local call rates which will be free of charge at evenings and weekends using the Telephone Service and free always using the “free anytime” Additional Telephone Package. Charges from other networks may vary.
8.10. If the Customer disputes the amount of any invoice, it shall notify Hyperoptic forthwith and shall pay any amounts not disputed. Hyperoptic will not suspend or end the Services while it investigates any dispute notified to it as provided in this Clause 8.10.
8.11. All prices shown on the Hyperoptic Business Order Form are exclusive of VAT which may be charged as applicable and shall be payable as provided in this Clause 8.
9.1. Hyperoptic may from time to time (i) alter, interrupt, suspend or make changes to the Services for operational or technical reasons; (ii) make changes to area codes, phone or access numbers; and/or (iii) make changes to technical specifications, including limits for transferring information which are associated with the Services.
9.2. Hyperoptic shall take all reasonable steps to minimise the effect of any interruptions or disruptions but the Customer acknowledges and agrees that: (i) it is technically impossible for Hyperoptic to provide an uninterrupted or fault-free Service; (ii) no warranty or representation is made in respect of the same; and (iii) all implied terms and conditions to such effect are excluded.
9.3. Hyperoptic commits to remedy all Faults within twenty-four (24) hours of the Customer reporting the same. The Customer shall report all Faults by telephone to the Business Support Number or by such other method as Hyperoptic may from time to time permit or require as stated on the Website. The fault report must contain sufficient information for Hyperoptic to identify the Customer and Services affected. The remedy time is calculated from the time a Fault is reported in accordance with this Clause 9.3 and ends when Hyperoptic closes its maintenance log concerning such Fault.
9.4. Subject to Clauses 9.5 and 9.6, in the event that Hyperoptic fails to remedy any Fault within the period stated in Clause 9.3, it shall grant the Customer a single credit of £25 for the Hyper-lite product and £50 for the Hyper-active and Hyper-sonic products, such credit to be applied by Hyperoptic against the Rental Charges. The Customer agrees that such payment represents the Customer’s sole remedy and Hyperoptic’s sole liability in contract, tort (including negligence) or otherwise for any beach of Clause 9.3, for Faults and for any other failures in the Services.
9.5. The SLA set out in Clauses 9.3 and 9.4 shall not apply: (i) to a Fault caused by Force Majeure or by anyone other than Hyperoptic (including without limitation Faults caused by the action or inaction of the Customer or of a third party supplier) or to a failure within equipment provided by the Customer or otherwise outside the Network; (ii) if, following reporting of the Fault, Hyperoptic is unable to contact the Customer or the Customer does not provide access to the Premises when reasonably required or is unavailable to take delivery of a replacement router or fails to provide such other assistance as Hyperoptic may reasonably require; (iii) if Hyperoptic’s failure to remedy a Fault within the agreed remedy period is due to Force Majeure; or (iv) if Hyperoptic is unable to find a Fault or the Customer cancels the Fault report prior to the Fault being remedied.
9.6. To be eligible for a credit, the Customer must notify Hyperoptic by telephone to the Business Support Number or by such other method as Hyperoptic may from time to time permit or require as stated on the Website within thirty (30) days from the date the Fault is remedied giving details of the Fault. The Customer may only claim one credit per Fault or series of connected Faults.
10.1. The Agreement starts on the date the Customer first orders Services as provided in Clause 2.
10.2. The Services shall be provided with effect from the relevant Services Start Date. Hyperoptic may terminate the Agreement in relation to any Services without liability at any time prior to the Services Start Date: (i) if the Customer fails a credit check, if the bank, debit or credit card details provided are not valid or incorrect or if the Customer fails to pay any Charges when due or if the Customer has previously misused services provided by Hyperoptic; or (ii) if Hyperoptic is unable to provide the Services to the Premises for any reason or (iii) for any other reason at its sole discretion. If Hyperoptic terminates the Agreement as provided in this Clause 10.2 other than as a result of the Customer’s act or omission including for the reasons set out in (i) in the preceding sentence, any Charges paid by the Customer in respect of the relevant Services shall be refunded.
10.3. The Customer may cancel the Services at any time prior to the relevant Services Start Date, subject to payment of the Order Cancellation Fee.
10.4. The Customer may terminate the Agreement or any Service at any time on one month’s written notice made in writing (by email, fax or letter), such one month period to run from receipt of the same, provided that termination during the Minimum Period of any Service shall be subject to payment of the Service Termination Fee in respect of that Service.
10.5. Cancellation of a Service which formed part of a bundled package offer and provided a reduced Charge for the total package of Services, may effect a change in the Rental Charge for the remaining Services. Termination or cancellation of the Agreement in respect of the Business Broadband Service shall automatically effect a cancellation or termination of the Telephone Service and any Additional Services provided in conjunction with that Business Broadband Service.
10.6. Hyperoptic may terminate the Agreement and any other agreement between the parties in respect of some or all Services or, at its option, restrict or suspend some or all of the Services immediately without notice if:
10.6.1. the Customer fails to pay, by the due date, any money owed (although Hyperoptic will provide notification to the Customer’s current registered email address prior to taking this action) or cancels the direct debit for the Services without agreeing another form of payment;
10.6.2. the Customer misuses any of the Services in contravention of the Fair and Acceptable Usage Policy;
10.6.3. in relation to the Telephone Service, the Customer exceeds any account cap, in which case the Telephone Service may be suspended or restricted;
10.6.4. Hyperoptic has reason to believe that the Customer has provided false, inaccurate or misleading information in connection with the Agreement;
10.6.5. Hyperoptic has reason to believe that the Customer or any user of the Services has committed, or may be committing, a fraud by using the Services or the Equipment (or both);
10.6.6. a Customer representative acts towards Hyperoptic’s staff or agents in a manner that Hyperoptic considers inappropriate;
10.6.7. any permission or authorisation under which Hyperoptic is entitled to connect, maintain, modify or replace the Equipment or provide the Services is suspended or ends for any reason;
10.6.8. Hyperoptic is required to comply with an order, instruction or request of Government, an emergency services organisation or other competent administration or regulatory authority;
10.6.9. in Hyperoptic’s reasonable opinion it is necessary to do so for security, technical or operational reasons; or
10.6.10. on thirty (30) days’ written notice, for any other reason without cause.
10.7. Hyperoptic may suspend the Services if there is an increase in the number of calls or Call Charges which is inconsistent with previous usage. Hyperoptic will endeavour to contact the Customer prior to suspending the Services but will not be liable in contract, tort (including negligence or breach of statutory duty) for any loss arising from such suspension. Hyperoptic will reinstate the Services once it is satisfied that the Customer is aware of and will pay the Charges for the increased usage. Hyperoptic may also: (i) require payment of a deposit as security for the Charges; or (ii) prevent the Customer from making international calls and/or premium rated calls if in Hyperoptic’s reasonable opinion they form a significant proportion of the Charges.
10.8. Either party may terminate the Agreement on thirty (30) days’ written notice to the other if:
10.8.1. there has been a material breach of the Agreement by the other party which is not remedied within thirty (30) days of a written notice requiring such remedy;
10.8.2. an event, outside Hyperoptic’s reasonable control, prevents continued provision of the Services for a single period of more than thirty (30) days; or
10.8.3. the other party is unable to pay its debts (within the meaning of section 123 of the Insolvency Act 1986); or becomes insolvent or bankrupt; or is subject to an order or a resolution for its liquidation, administration, winding-up or dissolution (otherwise than for the purposes of a solvent amalgamation or reconstruction); or makes an application to a court of competent jurisdiction for protection from its creditors generally; or has an administrative or other receiver, manager, trustee, liquidator, administrator or similar officer appointed over all or any substantial part of its assets; or enters into or proposes any composition or arrangement with its creditors generally; or if any legal action is taken or threatened against the other’s property; or is subject to any analogous event or proceeding in any applicable jurisdiction.
10.9. The restriction or suspension of Services under this Agreement shall not relieve the Customer of its obligation to pay the Charges. If Hyperoptic terminates the Agreement in accordance with this Clause 10 or otherwise in accordance with the Agreement (other than without cause) it may invoice the Customer for and the Customer shall pay an amount equivalent to the Early Termination Charge.
10.10. Termination of the Agreement shall not affect: (i) any obligations or rights of the parties which arose or accrued prior to, or which expressly survive, termination of this Agreement; or (ii) the continuation in force of Clauses 4.2, 4.3, 4.5, 5.2- 5.4, 7.3, 8, 9.2, this Clause 10.10, 11.3, 13, 15.4-15.7 and 18.
10.11. Unless Hyperoptic provides written consent to the contrary, the Customer acknowledges and agrees that: (i) the Service is provided for use at and within the Premises only; (ii) the Customer shall not resell the Service to other persons whether for profit or otherwise and shall not charge other persons for use of the Service; and (iii) the Customer shall not use the Service to operate as an Internet service provider or to operate any server services to other persons (this includes without limitation HTTP/web, SMTP/mail and FTP/file transfer services).
11.1. The Customer shall ensure that all use of the Services is at all times compliant with the FAUP. The Customer hereby indemnifies Hyperoptic in respect of (i) all third party claims, actions or proceedings brought or threatened against Hyperoptic arising in connection with the use or misuse of the Services or any breach or contravention of these Terms or the Agreement (“Claims”); and (ii) all costs (including legal costs), losses and damages arising in connection with such Claims.
11.2. In relation to the Telephone Service the Customer agrees that: (i) it shall not advertise its phone number in or on a public phone box or use the Telephone Service to make nuisance or hoax calls, (ii) it does not own the phone number and that it will not transfer it to anyone else or try to do so, (iii) Hyperoptic may give the Customer’s contact details to the emergency services and also to other authorised public communications operators and regulated directory service providers (so that its details can be included in phone books and be obtained from publicly available directory enquiry services). The Customer agrees that Hyperoptic cannot accept liability for any failure by authorised public communications operators and regulated directory service providers to whom it provides information to comply with the Customer’s listing request.
11.3. The Customer shall keep all security information safe and promptly inform Hyperoptic of any improper disclosure of such security information or unauthorised use of the Services. Hyperoptic shall have no liability to the Customer in contract, tort (including negligence or breach of statutory duty) or otherwise for any costs, losses or damages caused by a third party gaining access to the Services, the Equipment or any equipment, software or data provided by the Customer.
11.4. The Customer shall ensure that any equipment and software used by it in connection with the Services and/or connected to the Network complies with all Applicable Laws and bears the European Consumer Equipment Standards ‘CE’ mark, is compatible with the Equipment and that the Customer has all necessary licenses required in connection with such use and connection.
12.1. In relation to the Telephone Service, the Customer understands and agrees that the Telephone Service is dependent on the Customer’s connection to the Network and on the provision of power to the Equipment. The Customer shall use all reasonable endeavours to maintain a mains (240 volt AC) power supply to the Equipment. If either the power supply fails or there is a failure of the Network, the Telephone Service will not function. Further details can be found in the Service description and FAQs <www.hyperoptic.com/web/guest/faq>.
12.2. The Telephone Service allows calls to the emergency services numbers 999 and 112 but calls to these services will fail if there is a power cut or if the Business Broadband Service connection fails. The Customer agrees that there is an existing copper wire telephone line to the Premises and that it will use that line or an alternative method of communication for emergency calls.
12.3. Hyperoptic will register the Customer’s location to allow the emergency services to locate the Customer on receiving a 999/112 call.
12.4. Hyperoptic shall take all reasonable steps to assist the Customer in porting its telephone number from another provider’s network to the Network (subject to notification of such request during the Order process) or onto another provider’s network, in each case provided that no Charges are then outstanding. The Customer shall be liable for any third party charges incurred by Hyperoptic in connection with this transfer, which shall be notified to it in advance.
12.5. In the event that Hyperoptic delays the transfer of a number for more than one (1) business day after the necessary activation processes have been completed or otherwise commits an abuse of porting, upon receipt of a valid and genuine claim it shall provide reasonable compensation in accordance with its Number Porting Compensation Scheme. Details of how compensation may be claimed are set out in Hyperoptic’s Complaints Code of Practice. Any compensation awarded pursuant to the Number Porting Compensation Scheme is in full and final settlement of any claim the Customer may have against (now or in the future) in respect of the delay and/or abuse in porting.
12.6. All calls made using the Telephone Service are subject to the FAUP <www.hyperoptic.com/web/guest/legals/-/article-url-mapper/fair-use-policy>. Hyperoptic reserves the right to impose limits on calls, apply additional charges or suspend or terminate access to the Services if it reasonably believes the Customer is in breach of the FAUP. It may also record calls to ensure the Service is used in accordance with the FAUP.
13.1. Hyperoptic’s duty in performing its obligations hereunder is to exercise the reasonable care and skill of a competent service provider only.
13.2. Subject to Clause 13.4, Hyperoptic shall not be liable in contract, tort (including negligence and breach of statutory duty) or otherwise under or in connection with this Agreement for any indirect or consequential loss or damage or for any of the following whether direct or indirect and whether reasonably foreseeable: (i) loss of income or revenue; (ii) loss of business or opportunity; (iii) loss of profits or contracts; (iv) loss of anticipated savings; (v) loss or corruption of data, information or software; (vi) loss of goodwill; (vii) the cost of procuring substitute goods or services; or (viii) wasted management or office time.
13.3. Subject to Clause 13.4, Hyperoptic shall not be liable in contract, tort (including negligence and breach of statutory duty) or otherwise under or in connection with this Agreement for any loss or damage incurred by the Customer or any user of the Services or the Website in connection with the use, inability to use, or results of the use of the Services, the Equipment or additional equipment or Website, any websites linked to it and any materials posted on it, irrespective of whether such loss and damage was foreseeable save that this Clause 13.3 shall not preclude claims for loss of or damage to tangible property arising from Hyperoptic’s negligence.
13.4. Subject to Clause 13.4 and save as expressly set out herein, Hyperoptic’s aggregate liability to the Customer in contract, tort (including negligence and breach of statutory duty) or otherwise under or in connection with this Agreement for any claims arising in any calendar year shall not exceed 125% of the Charges due in that calendar year.
13.5. Nothing in the Agreement shall limit or exclude Hyperoptic’s liability for death or personal injury arising from its (or its employees’, contractors’ or agents’) negligence, nor its liability for fraudulent misrepresentation or misrepresentation as to a fundamental matter, nor any other liability which cannot be excluded or limited under Applicable Law.
13.6. The Customer shall at all times be under a duty to mitigate any losses suffered by it.
14.1 Hyperoptic shall not be liable for any delay in or failure to perform its obligations hereunder which is attributable to Force Majeure.
15.1. Failure by either party to exercise or enforce any right conferred by the Agreement or at law or in equity shall not be deemed to be a waiver of any such right nor operate so as to bar the exercise or enforcement thereof or of any other right or remedy on any later occasion. Except as expressly provided, remedies shall be deemed cumulative and not exclusive.
15.2. The Customer shall not assign or delegate all or any of its rights and obligations under the Agreement without Hyperoptic’s prior written consent.
15.5. If a court, arbitrator or any government agency stipulates that any part of the Agreement is unenforceable, the remaining provisions of the Agreement will still be valid and enforceable.
15.6. No third party is entitled to enforce any term under the Agreement under the Contracts (Rights of Third Parties) Act 1999.
15.7. The Agreement sets out the entire agreement between the parties relating to the provision of the Services and supersedes any and all previous agreements and understandings with respect to such provision. The Customer acknowledges that it does not enter into this Agreement in reliance on any representation not contained in this Agreement and in the event of actionable misrepresentation (other than fraudulent misrepresentation) the only remedy available shall be a claim for breach of contract. All conditions, warranties and other terms which might otherwise be implied by law or equity are hereby excluded.
16.1. The Customer may contact Hyperoptic by sending an email to firstname.lastname@example.org, or by calling the sales and Business Support lines. Any notices or other communications required under the Agreement should additionally be sent to us by post to the address shown on the ‘contact us’ page of the Website.
16.2. Hyperoptic may contact and serve notices on the Customer by email at the email address provided during the Order process, as from time to time updated through the Website. It may also use the billing address, mobile or fixed phone number as it deems appropriate.
17.1. To report any illegal or unacceptable use of Hyperoptic’s services, the Customer should email email@example.com, provide full contact details and as much evidence as possible (such as a copy of the message and/or headers, the full URLs or log files showing any unauthorised account access).
17.2. Hyperoptic has a procedure for handling complaints regarding breaches of the Agreement. Complaints or requests for further information should be made by email to firstname.lastname@example.org or by contacting Business Support Services on 0333 332 1121. In order for Hyperoptic to investigate a complaint, all information must also be confirmed in writing.
17.3. If the Customer is an individual or small business (fewer than 10 employees), it may also refer any dispute to the alternative Dispute Resolution scheme, CISAS. Further details of Hyperoptic’s complaints procedures and the CISAS scheme are set out in Hyperoptic’s Complaints Code of Practice (www.hyperoptic.com/web/guest/legals/-/article-url-mapper/privacy_and_cookie).
The Agreement 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 laws of England and Wales. Subject to Clause 17.3 above, the English courts shall have exclusive jurisdiction over any claim arising from, or related to, the Agreement although Hyperoptic may initiate proceedings for breach of the Agreement in any other relevant country.
19.1. Hyperoptic may at any time and from time to time amend the Agreement (including without limitation varying the Charges and making changes to the Services) by publishing such changes on the Website. Subject to Clause 19.2, such changes shall become binding on both parties upon such publication.
19.2. Hyperoptic shall give not less than thirty (30) days’ notice of any increase in the Charges or any other change which might reasonably be regarded as being to the Customer’s material disadvantage. In such event, the Customer may terminate the Agreement in respect of the Service(s) affected without liability for payment of the Early Termination Charge by notice to Hyperoptic, such notice to be served within ten (10) days of the original notification.
19.3. In the event that Hyperoptic needs to make amendments to the Charges or to its terms to reflect matters outside its control for example to meet legal, regulatory or financial requirements it will give as much notice of such changes as reasonably possible and the Customer shall not be entitled to the additional right of termination set out in Clause 19.2.
20.1. The Customer agrees that in entering this agreement the Customer confirms its eligibility to participate in the SuperConnected Cities Connected Voucher Scheme (the “Scheme”), and that it satisfies the eligibility criteria for the Scheme as detailed on the Scheme’s website www.connectionvouchers.co.uk which include but are not limited to the Customer :
I. employs less than 249 people;
II. has a turnover of less than €50m (around £41m) and/or have a balance sheet of less than €43M (around £35.5M);
III. has received less than €200k (around £120K) in public grants in the last 3 years;
IV. does not have a parent company or linked enterprise which does not meet the above eligibility criteria;
V. will be ordering broadband service of at least twice the speed compared to the current business grade connection;
VI. has not already applied under the Connected Voucher Scheme for this or any other address at which it operates its business
20.2. It is the Customer’s responsibility to ensure eligibility for the Scheme. In the event that any information is inaccurate or your business does not satisfy the eligibility criteria at any time, the Customer will be responsible for the payment of any connection or other charges incurred in connection with the provision of our services to you.
These Terms are effective from 19/01/2015