TERMS AND CONDITIONS 

1.1. This Agreement shall come into effect on the date IVIEW COMMS communicates its acceptance of the completed and signed IVIEW COMMS Customer’s Order Form.

1.2. Subject to clause 1.4 below, the Initial Service Term shall commence on the Service Start Date. On expiry of the Initial Service Term, the Agreement shall continue in full force and effect until terminated by either party providing thirty (30) days written notice.

1.3. Upon acceptance of an Order Form by IVIEW COMMS, each Order Form shall create a separate contract to purchase the relevant Services, and that contract shall be subject to these General Terms and Conditions, the Additional Terms applicable to the relevant Service and any terms set out in the relevant Order Form.

1.4. Where the Order Form is for a Site Survey only, the Order Form shall commence on the date the Order Form is signed by IVIEW COMMS and continues until either

  • (i) the Customer signs, and IVIEW COMMS (in its sole and absolute discretion) accepts, an Order Form for a Service relating to the Site Survey findings or
  • (ii) following a Site Survey IVIEW COMMS are unable to provide the Service to the Customer as detailed in the relevant Order Form; or
  • (iii) IVIEW COMMS receives reimbursement from the Customer for the cost of the Site Survey as further detailed in the relevant Order Form

PROVISION AND ACCEPTANCE OF THE SERVICE

2.1 IVIEW COMMS may accept, or reject any Order Form in its soles and absolute discretion and, on acceptance, shall use reasonable commercial endeavours to provide the Service in accordance with the relevant Additional Terms by the Requested Service Start Date, however it is acknowledged and agreed by the Customer that this date shall not be binding and IVIEW COMMS shall inform and keep the Customer informed as to the expected Service Start Date.

2.2 The Service shall be provided to the relevant Demarcation Point(s). The Customer shall ensure the Customer side of the Demarcation Point (including any equipment provided by the Customer) meets all technical specifications included in the Order Form or as otherwise specified by IVIEW COMMS.

2.3 Where the Service and/or Equipment is to be provided to a Customer Site:

2.3.1 The Customer agrees

  • (i) to prepare the Site according to all applicable health and safety requirements and any instructions IVIEW COMMS may give
  • (ii) to obtain all necessary permissions and consents for IVIEW COMMS to deliver, access install and maintain the Service at the Site for the Term of the Agreement including all necessary wayleaves, consents, licenses or other necessary permissions (including all landlord permissions and consent);
  • (iii) to provide at its expense a suitable place and conditions for Equipment and, where required, a continuous mains electricity supply and connecting points
  • (iv) to make good the Site after any work has been undertaken by IVIEW COMMS at the Site, including removal and return of any items and for redecoration;
  • (v) to pay any properly incurred Charges and costs invoiced to the Customer by IVIEW COMMS pertaining to this clause 2.3;
  • (vi) to notify IVIEW COMMS no less than sixty (60) days prior to any lease termination date, and where the Customer fails to provide such notice, the Customer agrees to indemnify IVIEW COMMS against any and all costs and claims directly or indirectly relating to, or arising out of, the Customer Site; and
  • (vi) to notify IVIEW COMMS no less than sixty (60) days prior to any lease termination date, and where the Customer fails to provide such notice, the Customer agrees to indemnify IVIEW COMMS against any and all costs and claims directly or indirectly relating to, or arising out of, the Customer Site; and
  • (vii) that IVIEW COMMS shall not be liable for any failure or delay in performing any obligations under this clause 2.3 (and the time for performance shall be extended accordingly).

2.3.2 Where, in performing the obligations under Clause 2.3,1 or 2.3.3 the Customer identifies that additional agreements are required to be put in place between IVIEW COMMS and a third party to enable the Service (such as the Customer’s landlord requiring a wayleave), then, without absolving or reducing the Customer’s obligations, responsibilities or risk under this Agreement, the following additional terms shall apply (a) the Customer shall immediately notify IVIEW COMMS that such additional agreements are required (b) IVIEW COMMS shall, in its sole and absolute discretion, determine whether or not to proceed with the Service on this basis and, without relieving the Customer from its obligations under this Agreement, specifically, clause 9, either

  • (i) cancel the Service or Order Form on notice and without liability to IVIEW COMMS; or
  • (ii) progress with the installation, in which event, the Customer agrees to pay any additional Charges and to facilitate the signature of such agreements between IVIEW COMMS and the third party.

2.3.3 Should, during the Term of this Agreement, the Customer, or the Customer’s landlord, reasonably require a temporary removal or relocation of the Equipment to enable repairs, redevelopment or refurbishment at the Customer Site (the “Works”) and such Works cannot reasonably be undertaken without removal or relocation of the Equipment, then the Customer may provide written notice to IVIEW COMMS (email is acceptable), such notice to be received by IVIEW COMMS no less than thirty (30) days prior to the commencement of the Works. This Notice shall specify all details reasonably required by IVIEW COMMS, including the requirement for the change and a suitable temporary relocation area for the Equipment at the Site (“the Relocation Area”) that shall enable IVIEW COMMS to relocate and use the Equipment to the Relocation Area for the purpose of providing service to the Customer Provided no customer Service whatsoever is affected, IVIEW COMMS shall not unreasonably withhold or delay consent to the Works and, without absolving or reducing the Customer’s obligations, responsibilities or risk under this Agreement, the following shall apply:

  • (i) prior to the Works commencing, IVIEW COMMS and the Customer shall agree in writing the specific terms of the Works, including duration and location; and the actions required by IVIEW COMMS prior to, during and on completion of the Works
  • (ii) the terms and conditions of clauses 2.3.1 and 2.3.2 above are adhered to and met;
  • (iii) unless otherwise agreed in writing, the Customer agrees to pay any, and all, additional Charges to IVIEW COMMS in connection with the Works, which shall be notified to the Customer in advance
  • (iv) the Customer agrees that there is no guarantee of Service during the period of the Works, at their new location, and/or on return to the original location of the Equipment; and
  • (v) IVIEW COMMS will not be liable in anyway whatsoever for the loss or degradation of Service should it occur during this period, or on return of the Equipment to the original location.

2.3.4 In the event that (i) any agreements required under clause 2.3.1, 2.3.2, or 2.3.3 are delayed, or, in IVIEW COMMS’ reasonable opinion, cannot be secured; or (ii) during the Term of this Agreement, any permission and/or consents necessary for IVIEW COMMS to provide the Service are withdrawn or lapse; and/or (iii) either Party identifies, or is made aware of, additional requirements for consent and/or agreements, then, provided both parties have made reasonable commercial efforts to secure such permissions, in addition to any other rights IVIEW COMMS may have under this Agreement or otherwise, IVIEW COMMS may terminate the Service immediately on notice and, whether or not such notice is served, the Customer shall indemnify IVIEW COMMS against all direct and indirect costs and claims relating to, or in connection with, that Service and/or the Customer Site.

2.4 Risk of damage or loss in all Equipment, whether purchased or included as part of the Service (and for the avoidance of doubt, whether the loss and damage has been caused by the Customer or a third party) shall pass to the Customer upon delivery and the Customer, shall at all times keep the Equipment properly identified, stored, protected and insured.  On delivery the Customer undertakes to follow all applicable health and safety requirements; not to remove any safety information, instructions or warning notices attached to or affixed on the Equipment. IVIEW COMMS shall use its reasonable endeavours to advise the Customer of any variations as soon as it receives notice of the same from the manufacturer.

2.5 Where the Customer is purchasing the Equipment, Charges shall be set out on the Customer Order and the following additional clauses shall apply:

  • 2.5.1 unless stated otherwise on the Customer Order, the Charges for Equipment are ex-works and Customer shall be liable to pay the Charges for transport, packing and insurance and on delivery, the Equipment shall become Customer Equipment;
  • 2.5.2 prior to title in the Equipment passing to the Customer: the Customer shall (a) keep the Equipment identified as the Equipment of IVIEW COMMS and hold the Equipment as IVIEW COMMS’ fiduciary agent and Bailee; (b) shall not be entitled to sell, pledge or in any way charge by way of security for any indebtedness any of the Equipment, but if the Customer does so, all monies owing by the Customer to IVIEW COMMS shall (without prejudice to any other right or remedy of IVIEW COMMS) forthwith become immediately due and payable to IVIEW COMMS; (c) the Customer’s right to use any Equipment in which title has not passed shall immediately cease in an Event of Insolvency and the Customer will immediately hold the Equipment to the order of IVIEW COMMS; (d) IVIEW COMMS shall be entitled at any time to require the Customer to deliver up the Equipment to IVIEW COMMS, and if the Customer fails to do so forthwith, to enter upon any Site or premises of the Customer or any third party where the Equipment is stored and repossess the Equipment.
  • 2.5.3 subject to clause 11 (Intellectual Property and Confidentiality), title in the Equipment shall pass to the Customer on receipt of unconditional payment, and on such transfer of title: (a) IVIEW COMMS warrants that it has good title to or licence to supply the Equipment to the Customer (b) IVIEW COMMS shall pass on to the Customer (so far as is possible) the benefit of any warranty given to IVIEW COMMS and will supply to the Customer details of the terms and conditions of such warranty (c) the Customer shall (and shall procure that any relevant User or third party using the Equipment or Services shall) be solely responsible to the entire exclusion of IVIEW COMMS for complying with any requirements of applicable warranty terms and conditions as well as any to any Equipment safety information, installation or other instructions or warning notices, specifications, technical data, policies and procedures supplied with the Equipment or as advised to IVIEW COMMS, or the Customer, from time to time; (d) comply with all statutory or other government regulations in relation to the export of Customer Equipment regardless of any disclosure made by the Customer to IVIEW COMMS. The Customer will not export or re-export directly any Equipment without first obtaining at its own expense all such written consents or authorisations as may be required by any applicable government regulations and, if requested, produce evidence of any such consents or authorisations to IVIEW COMMS. Failure to obtain such consents or authorisations does not entitle the Customer to withhold or delay any payments due under this Agreement.
  • 2.5.3 subject to clause 11 (Intellectual Property and Confidentiality), title in the Equipment shall pass to the Customer on receipt of unconditional payment, and on such transfer of title: (a) IVIEW COMMS warrants that it has good title to or licence to supply the Equipment to the Customer (b) IVIEW COMMS shall pass on to the Customer (so far as is possible) the benefit of any warranty given to IVIEW COMMS and will supply to the Customer details of the terms and conditions of such warranty (c) the Customer shall (and shall procure that any relevant User or third party using the Equipment or Services shall) be solely responsible to the entire exclusion of IVIEW COMMS for complying with any requirements of applicable warranty terms and conditions as well as any to any Equipment safety information, installation or other instructions or warning notices, specifications, technical data, policies and procedures supplied with the Equipment or as advised to IVIEW COMMS, or the Customer, from time to time; (d) comply with all statutory or other government regulations in relation to the export of Customer Equipment regardless of any disclosure made by the Customer to IVIEW COMMS. The Customer will not export or re-export directly any Equipment without first obtaining at its own expense all such written consents or authorisations as may be required by any applicable government regulations and, if requested, produce evidence of any such consents or authorisations to IVIEW COMMS. Failure to obtain such consents or authorisations does not entitle the Customer to withhold or delay any payments due under this Agreement.
  • 2.5.5 IVIEW COMMS will not be responsible for any loss or damage resulting to the Customer or any third party to which the Customer resells or distributes the Equipment, or any elements of the Equipment, or services delivered using any Equipment;

2.6 If IVIEW COMMS chooses to supply, or the Customer chooses to opt, for a Static IP address then this shall be stated on the Order Form and supplied in accordance with the Additional Terms, for the avoidance of doubt, the Customer does not own any Internet Protocol address or have any right to sell the Internet Protocol address related to the Service.

2.7 Unless otherwise set out and agreed on the Order Form, the Customer acknowledges that it is responsible for implementing any desired security mechanisms for the Service in accordance with clause 4.

2.8 The Customer acknowledges that the Services (or part thereof), or Site Survey may be provided by either IVIEW COMMS or a third party. In such case, unless otherwise notified by IVIEW COMMS, the Customer acknowledges that:

  • 2.8.1 charges specified in the Order Form do not include any additional access and access related Charges, including, without limitation, inside wiring Charges and any other associated Charges all of which shall be for the cost of the Customer;
  • 2.8.2 any rights, remedies, credits or service the Customer may have, or be entitled to, regarding a third party service are limited to those rights, remedies, credits or service which IVIEW COMMS may be entitled to under its agreement with the third party operator;
  • 2.8.3 whether or not a Site Survey has been previously completed at a Site, the estimated costs for the third party service are incorporated within the Charges and may be subject to a survey (whether additional or not) of the Customer’s Site and/or the Customer’s Site (as applicable) by the relevant third party operator and may be subject to change, both upwards and downwards, any such change to be passed onto the Customer in its entirety.  Furthermore, the Customer acknowledges and agrees that the cost of the third party service may increase during the Term of this Agreement and any such increase shall be passed on to the Customer in its entirety;

2.9 If after acceptance of an Order Form IVIEW COMMS determines that additional infrastructure is required to enable the Customer to receive the Service, IVIEW COMMS will inform the Customer by notice in writing of the excess construction Charges that will apply and any impact on the Requested Service Start Date. The Customer will have a period of twenty-eight (28) days from the date of the notice within which to accept the excess construction Charges. Failure to accept the Charges within this timescale will result in the Customer’s Order Form for the Service being cancelled and neither party shall have any liability to the other.   Where the Customer accepts the Charges, but subsequently cancels the Service (including any order for Equipment to be purchased under clause 2.5) prior to installation, the Customer shall be liable to IVIEW COMMS for any work started, completed or committed to, together with such reasonable cancellation Charge as may be notified by IVIEW COMMS to the Customer.

2.10 After, and notwithstanding, the acceptance of an Order Form, IVIEW COMMS shall be entitled to change the terms, specifications and/or conditions of a Service for bona fide operational reasons (including changes made in consequence of governmental, regulatory or third party action).  IVIEW COMMS shall give at least twenty (20) Business Days’ notice of any such change to the Customer except where such changes are being made as a consequence of governmental, regulatory or third party action (in which case IVIEW COMMS shall give as much notice as is practicable in the circumstances).

2.11 If IVIEW COMMS, in accordance with clause 2.10 other than as a consequence of governmental, regulatory or third party action, changes a Service in a manner that the Customer reasonably believes materially adversely affects the provision and/or functionality of the Service, the Customer may terminate that Service with immediate effect and without penalty upon notice to IVIEW COMMS given within ten (10) Business Days of receipt of the notice by IVIEW COMMS as to the relevant change. If the Customer does not so notify IVIEW COMMS within that ten (10) Business Day period or uses or continues to use the Service, the change shall be deemed accepted by the Customer.

2.12 Without prejudice to any additional rights under this Agreement, IVIEW COMMS reserves the right to raise an abortive visit Charge not exceeding the agreed install Charge in the following circumstances: (i) When a IVIEW COMMS engineer attends an incorrect address provided by the Customer; (ii) when a IVIEW COMMS engineer arrives to carry out the installation at the address provided by the Customer, but either (a) the Customer no longer wants the installation completed; or (b) the Customer, having previously chosen to be present at the time of installation, does not attend; (iii) when entry is refused at a Site, or no access can be gained at the appointed time agreed between IVIEW COMMS and the Customer; (iv) if IVIEW COMMS is delayed in its installation activities because the Customer fails to comply with any of the conditions in clause 2.3 above, and / or fails to make Equipment that IVIEW COMMS has despatched to the Customer for installation purposes available to IVIEW COMMS on arrival at the Site (v) if the engineer attends the Site and finds that the location and/or environment provided by the Customer for the IVIEW COMMS Equipment and/or Customer Equipment is not suitable; and (vi) if the Customer provides IVIEW COMMS with less than 24 hours’ notice of an amendment to, or cancellation of a scheduled delivery of Equipment and/or a Service.

2.13 No Order Form that has been accepted by IVIEW COMMS may be cancelled by the Customer except with the written agreement of IVIEW COMMS and on terms that the Customer shall indemnify IVIEW COMMS in full against all loss (including loss of profit), costs (including costs of materials and any Charges paid or payable to third party providers of telecommunications services), damages and other expenses that may be, or may have been incurred by IVIEW COMMS as a result of such cancellation and/or in connection with any actions taken to provision the Service.

2.14 IVIEW COMMS shall advise the Customer, verbally or otherwise, that the Service is available for use. The Customer shall notify IVIEW COMMS within one (1) Business Day of the installation and testing of the Service if it reasonably considers the Service has a fault.  Then as the sole and exclusive remedy, IVIEW COMMS shall promptly take such action as is necessary to correct any fault on the Service and shall notify the Customer of the action taken.

2.15 The Service shall be deemed accepted upon the: (i) expiry of the one (1) Business Day period referred to in Clause 2.15 where no notification as to any fault has been made; or (ii) on signature of the acceptance of Service letter; or (iii) where no acceptance of Service letter has been issued, upon the date the Service is first used. Billing shall commence on the Service Start Date.

2.16 If, following acceptance of an Order Form, the Customer wishes to amend the Initial Service Term, then, the Customer should advise IVIEW COMMS in writing, and IVIEW COMMS shall confirm in due course to the Customer, verbally or otherwise, that the Service Term may, or may not, be amended along with any associated Charges to effect the change to the Order Form. Where the Customer does not wish to accept such Charges to effect the change, then the Order Form and/or Service shall continue without change, or may be terminated by the Customer only in accordance with this Agreement and on the payment of any termination Charges set out in clause 9 or elsewhere in the Agreement or on the Order Form.

FAULTS AND REPAIR, SUPPORT AND MAINTENANCE

3.1 IVIEW COMMS will make reasonable endeavours to provide an uninterrupted service, but the Customer understands and agrees that from time to time Service Faults and Service Failures (as defined in the Additional Terms) may occur.

3.2 If the Customer reports a Service Fault, IVIEW COMMS will repair the fault in accordance with the Additional Terms. If IVIEW COMMS agrees to work outside the hours specified in this Agreement or if the Customer reports a Service Fault and IVIEW COMMS finds there is none or that the Customer has caused the fault, IVIEW COMMS may apply a Charge.

3.3 IVIEW COMMS reserves the right to perform any routine or emergency, routine or scheduled planned maintenance that may limit or suspend the availability of the Service.  IVIEW COMMS shall provide reasonable prior notice of any scheduled planned maintenance however the Customer and Customer acknowledge that IVIEW COMMS may not be able to provide prior notice in the event of emergency maintenance.  Any suspension in the availability of the Service shall not be deemed to be a violation by IVIEW COMMS of any of its obligations under this Agreement.

SECURITY

4.1. The Customer is responsible for the proper use of User Security Details, if any, and must take all necessary steps to ensure they are kept confidential, secure and not made available to unauthorised persons. If the Customer believes that any User Security Details are or are likely to be used in an unauthorised way, the Customer must inform IVIEW COMMS immediately. The Customer must not change or attempt to change a user-name related to the service without IVIEW COMMS’ prior agreement.

4.2. IVIEW COMMS does not guarantee the security of the Service against unauthorised or unlawful access or use. If IVIEW COMMS believes there is or is likely to be a breach of security or misuse of the Service IVIEW COMMS may: (a) change and/or suspend the service or User Security Details (and notify the Customer that it has done this); or (b) require the Customer to change the User Security Details.

4.3. The Customer acknowledges that IVIEW COMMS exercises no control, does not monitor and shall have no responsibility or liability for the information, services and/or content of any communications accessible through or transmitted using the Services.  The Customer assumes total responsibility for the Customer’s use and its Customers’ use of the Service, software and Equipment, whether or not provided by IVIEW COMMS, and the Internet.  The Customer acknowledges and agrees that the internet contains materials that are sexually explicit or may be offensive and is accessible by persons who may attempt to breach the security of IVIEW COMMS’ and/or the Customer’s network.  IVIEW COMMS has no control over, and expressly disclaims any liability or responsibility for such materials or actions.  The Customer and Users access the Service at their own risk.

CUSTOMER UNDERTAKINGS

5.1. In addition to the Customer obligations set out in this Agreement, the Customer further undertakes that it and its Users shall:

  • 5.1.1. conduct its operations and use the Services in a manner that does not interrupt, impair or interfere with the operations of the IVIEW COMMS Network or any use thereof by IVIEW COMMS or an IVIEW COMMS customer;
  • 5.1.2. comply at all times with the specified operating, safety and security requirements and procedures of IVIEW COMMS as may be notified to it from time to time;
  • 5.1.3. inform IVIEW COMMS of any relevant changes in its organisation or methods of doing business that might affect the performance of its obligations under this Agreement;
  • 5.1.4. adhere to any IVIEW COMMS acceptable use policy, which provides more detail about the rules for use of the Service in order to combat fraud, excessive use and where Additional Service are provided, IVIEW COMMS may introduce/require certain rules to ensure that they can be enjoyed by Customers.  If IVIEW COMMS publish and/or amend such a policy we will let Customers know.
  • 5.1.5. only be entitled to resell Services or any Equipment purchased from IVIEW COMMS under clause 2.5 in the ordinary course of the Customer’s business (i) with the prior agreement of additional terms between IVIEW COMMS and the Customer and, (ii) when reselling Services over the Equipment, the Customer shall account to IVIEW COMMS for the proceeds of any such sale.
  • 5.1.6. not: (i) engage in activities that are illegal, fraudulent or wrongful or which may be harmful to IVIEW COMMS or other customers of IVIEW COMMS in any way (ii) send any indecent, offensive, obscene or otherwise unlawful content or other material; (iii) undertake or threaten to undertake any conduct which IVIEW COMMS believes, acting reasonably, is capable of either defaming IVIEW COMMS or any third party, and/or bringing the same into disrepute; (iv) violate any applicable law, rule or regulation; (v) infringe, transmit or publish content that infringes, the rights of others, including without limitation, any Intellectual Property Rights of third parties; (vi) use the Services in a fraudulent manner (including using or attempting to use a Service with the intent of avoiding payment by any means or device); (vii) act in a manner which is likely to result in IVIEW COMMS having any liability to a third party; (viii) ensure that any Customer Equipment (a) is technically compatible with the Service and will not harm or otherwise interfere with the IVIEW COMMS Network or any other IVIEW COMMS customers, (b) is connected using the applicable IVIEW COMMS network termination point, and (c) adequately protected by the Customer against viruses and other breaches of security; and (ix) not permit or make any attempt to disassemble, deconstruct, break down, hack or otherwise interfere with any IVIEW COMMS Equipment.
  • 5.1.7. with respect to any IVIEW COMMS Equipment:  (i) ensure that the Site is properly prepared to enable the Customer to receive the Service; (ii) not modify or in any way interfere, or allow others to modify or in any way interfere, with the IVIEW COMMS Equipment; (iii) not cause the Equipment to be moved, repaired or serviced except with the permission of IVIEW COMMS; (iv) indemnify and keep indemnified IVIEW COMMS against any damage caused to IVIEW COMMS Equipment howsoever caused; (v) not remove, tamper with or obliterate any words or labels on the IVIEW COMMS Equipment; (vi) not to create or allow any liens or other encumbrances to be created over or in respect of the IVIEW COMMS Equipment; and (vii) use the IVIEW COMMS Equipment only for the purpose of receiving the Service in accordance with the instructions provided by IVIEW COMMS.

5.2. The Customer shall comply (and shall ensure that Users comply) at all times with the Waste Electrical and Electronic Equipment Regulations 2006.

IVIEW COMMS UNDERTAKINGS

6.1. In performing its obligations under this Agreement, IVIEW COMMS shall at all times exercise the reasonable skill and care of a competent operator or provider of wireless related services.

6.2. IVIEW COMMS shall use reasonable commercial endeavours to ensure that each Service shall conform to the service levels (if applicable) as set out in the applicable Additional Terms.

6.3. Where the Service and/or Equipment is to be provided to a Customer Site, IVIEW COMMS and the Customer may prior to any work commencing, elect to identify and agree in writing and through photographs any existing defects, damage or dilapidation at the Site to determine the existing condition of the Site (“Bill of Dilapidation”). The Customer agrees to pay all Charges relating to the creation of a Bill of Dilapidation which may be invoiced by IVIEW COMMS under the terms of this Agreement.  In the event that IVIEW COMMS causes any additional damage during Service and/or Equipment provision, IVIEW COMMS shall make good the Site to the level set out within the Bill of Dilapidation, provided that (i) Bill of Dilapidation was been agreed between the parties prior to any work commencing; and (ii) such damage can be directly attributable to IVIEW COMMS.  Where such conditions exist and it is agreed that IVIEW COMMS will make good any damage to the Site, then IVIEW COMMS shall in its sole discretion, either (i) repair such damage within a reasonable timescale (ii) make claim against insurance and repair the damage and/or (iii) agree in writing that the Customer will repair the Site and IVIEW COMMS shall reimburse the Customer all properly incurred and reasonable costs directly related to the damage caused by IVIEW COMMS.

6.4. Except as expressly set out in this Agreement, all warranties, representations or agreements, with respect to the provision of a Service or otherwise, whether oral or in writing and whether express or implied, either by operation of law, statute or otherwise, are excluded, to the extent permitted by law.

CHARGES AND PAYMENTS

7.1. In consideration of the provision of the Services and/or Site Survey, the Customer agrees to pay IVIEW COMMS the Charges in accordance with this Agreement.

7.2. Unless otherwise stated in the Order Form, all Charges shall be billed and paid in pounds sterling from the Service Start Date. All Charges are exclusive of VAT and any similar tax or duty (including withholding tax), each of which shall be for the account of the Customer.

7.3. Whether the Service is in use, used by the Customer or someone else, or not in use the Customer must pay all Charges by bank transfer, direct debit or credit card, unless otherwise advised by IVIEW COMMS. The Customer is responsible for advising IVIEW COMMS promptly of any changes to its bank or credit card details that may affect payment of the Charges.

7.4. Unless otherwise stated in the Order Form the Customer agrees to pay by the date specified on the bill (a) in advance for subscription, rental, and other recurring Charges (including any applicable Site Survey or inclusive usage Charges); and (b) in arrears for usage (excluding inclusive usage Charges), connection and any other nonrecurring Charges. Where possible the Charges will appear on the Customer’s next bill; (c) any Charges for equipment, set up, and, where the order is placed part way through a month pro-rated Charges for that calendar month together with the Charges for the first full calendar month.

7.5. If the Customer disputes any Charge on a bill the Customer must notify IVIEW COMMS in writing within thirty (30) days of the date of the bill with all relevant information.  The Customer will pay the full amount of the bill.  Any disputes will be resolved promptly and the resolved amount, if any, is payable immediately.

7.6. If IVIEW COMMS does not receive payment by the due date, IVIEW COMMS shall be entitled in addition to any remedy which it might have under this Agreement or otherwise at law to (i) Charge the Customer (a) any late payment Charge as referred to in the Order Form; and/or (b) daily interest on late payments at a per annum rate equal to 8% above the base lending rate of the European Central Bank, compounded daily, for the period beginning on the date on which payment is first due and ending on the date on which payment is made; (ii) deduct any sum owed by the Customer to IVIEW COMMS under this Agreement or any other contract with IVIEW COMMS or from any other payment or credit due to the Customer; (iii) immediately terminate the relevant Service; and/or (iv) instruct a debt collection agency to collect payment (including any interest and/or late payment Charges) on its behalf; and where IVIEW COMMS instructs an agency, the Customer must pay IVIEW COMMS an additional sum to cover the reasonable costs that IVIEW COMMS pays to the agency, and such sum will be added to the Customer’s outstanding debt on IVIEW COMMS’ behalf.

7.7. IVIEW COMMS may at any time: (a) require the Customer to pay a deposit or provide a guarantee as security for payment of future bills by the means requested by IVIEW COMMS; and/or (b) carry out a check of credit worthiness of the Customer. The Customer agrees to provide IVIEW COMMS with any information IVIEW COMMS may reasonably require for this.

7.8. The Customer acknowledges that any failure by it to comply with any request made by IVIEW COMMS under this clause 7 shall constitute a material breach of this Agreement, which is not capable of remedy.

ENDING AND SUSPENSION OF THIS AGREEMENT

8.1. The Customer may end this Agreement if IVIEW COMMS materially breaches this Agreement and, if the breach is capable of remedy, fails to put right the breach within a reasonable time of being asked by the Customer to do so.

8.2. IVIEW COMMS may suspend or terminate the Service or end this Agreement, or both, at any time without notice and without liability if: (a) the Customer commits a breach of this Agreement (or where applicable, of a contract for a Service made under this Agreement), other than a non-payment breach, and does not cure such breach within then (10) Business Days of written notice from IVIEW COMMS specifying the breach and requiring its remedy; (b) the Customer fails to act in accordance with clause 2.3, and IVIEW COMMS, acting reasonably and in its sole and absolute discretion believe they are unable to deliver the Service (c) the Customer makes any fraudulent misrepresentation in any submission to IVIEW COMMS; (d) has reasonable grounds to consider it is entitled to terminate the Service and/or this Agreement; or (e) IVIEW COMMS reasonably believes that the Service is or is allegedly being used in a way forbidden by clauses 2, 4 or 5. This applies even if the Customer is unaware that the Service is being used in such a way; or (f) Customer either (i) fails to pay Charges when due and does not cure the failure within five (5) Business Days of notice; or (ii) exceeds its credit limit; or (iii) IVIEW COMMS has reasonable grounds to consider that the Customer shall not or is unable to make any payment which is due or is to fall due to IVIEW COMMS; (g) subject always to the terms of the Insolvency Act 1986 (as amended from time to time),the Customer suffers or undergoes an Event of Insolvency and/or restructure, and/or a change of ownership, (whether or not that change is as a result of an Event of Insolvency) and/or a rejection of transfer of rights and obligations under clause 13.2; (h) is obliged to comply with an order, instruction or request of a court, government agency, emergency service organisation or other administrative or regulatory authority; including, the provision of the Service being determined by any governmental or legal authority to be contrary to any law, rule, policy or regulation; or (i) needs to carry out emergency maintenance to the IVIEW COMMS Network or Equipment;

8.3. IVIEW COMMS’ rights to suspend the Service are exercisable without prejudice to IVIEW COMMS’ rights to terminate this Agreement or to terminate the Selected Services under this clause 8.

8.4. If IVIEW COMMS exercises its right to suspend the Service it shall, whenever reasonably practicable, give prior notice of such suspension to the Customer. If a Service is suspended as a consequence of the breach, fault, act or omission of the Customer, the Customer shall pay to IVIEW COMMS all reasonable costs and expenses incurred by IVIEW COMMS in the implementation of such suspension and/or recommencement of the provision of the Service.

8.4. If IVIEW COMMS exercises its right to suspend the Service it shall, whenever reasonably practicable, give prior notice of such suspension to the Customer. If a Service is suspended as a consequence of the breach, fault, act or omission of the Customer, the Customer shall pay to IVIEW COMMS all reasonable costs and expenses incurred by IVIEW COMMS in the implementation of such suspension and/or recommencement of the provision of the Service.

CONSEQUENCES OF ENDING THIS AGREEMENT

9.1. If the Customer or IVIEW COMMS ends this Agreement or the Service during the Initial Term (including, for the avoidance of doubt, under the terms of clause 2.3) the Customer will pay IVIEW COMMS any remaining Charges until the end of the Initial Term. This clause will not apply if: (i) the Customer ends this Agreement or Service during the Initial Term because IVIEW COMMS is in material breach of this Contract; or (ii) the Customer gives notice to end this Agreement in accordance with clause 2.10 or 2.11; or (iii) IVIEW COMMS ends this Agreement or the Service during the Initial Service Term for convenience; or (iv) this Agreement ends because clause 12.3 applies.

9.2. Where the Service is terminated the Customer shall: (a) pay any and all cancellation Charges  that may be due in respect of any affected third party services; (b) have no claim against IVIEW COMMS for any compensation for loss of the appointment or of goodwill or otherwise arising out of such termination whatsoever; and (c) forthwith pay any sums due to IVIEW COMMS pursuant to this Agreement, including but not limited to: clauses 1.4, 2.3, 2.5, 2.8, 2.9, 2.12, 2.13, 7.6, 8.6, 9.1 and this clause 9.2.

INDEMNITY AND LIMITATION OF LIABILITY

10.1. Any credits applicable to IVIEW COMMS’ specific non-performance, as described in, and calculated pursuant to, the applicable Additional Terms, are the Customer’s exclusive remedy in respect of any such failure or lack of performance in the provision of the Services. The Customer shall not be entitled to credits during any period in which any amounts owed to IVIEW COMMS are overdue.

10.2. Subject to the exclusion and limitations set out in this clause 10, and in addition to any indemnity provided elsewhere in this Agreement, each party (the “Indemnifying Party”) shall indemnify and hold harmless the other party from and against any claims, demands, actions, costs, liabilities or losses (including reasonable legal fees) arising out of the negligence or intentional misconduct of the Indemnifying Party, its employees or agents, in its performance of this Agreement.

10.3. Subject to clause 10.7, neither party shall be liable, whether in contract, tort (including negligence) or otherwise howsoever, through indemnification or otherwise, to the other party or any third party for any loss of revenue, profit, goodwill, anticipated savings, data or other pure economic loss or any indirect, incidental or consequential damages, arising from, or relating to, this Agreement or the performance or non-performance of its obligations thereunder.

10.4. Subject to clauses 10.3 and 10.5, the Customer and IVIEW COMMS’ liability to the other under or in connection with this Agreement for all and any direct loss or damage arising from any one incident or series of connected incidents in any period of twelve (12) months is limited to the amounts specified in the Order Form.

10.5. The Customer agrees to defend, indemnify and hold harmless IVIEW COMMS and agents from any claims, liabilities, losses, damages and expenses, including reasonable legal fees, arising out of or relating to:

  • 10.5.1. The use of the Services by the Customer, or its or their Users;
  • 10.5.2. claims of third parties seeking damages for any loss or misuse of data by the Customer, its Customers or their end-users including its express or implied obligations in connection with clause 5.2;
  • 10.5.3. any breach by the Customer; and
  • 10.5.4. any breach by a Customer of its obligations in accordance with clause 5.1.

10.6. Subject to clause 2.5 of this Agreement, IVIEW COMMS expressly disclaims any representation or warranty that the Service or the software or equipment provided by IVIEW COMMS will be error free, secure or uninterrupted.  No advice or information given by IVIEW COMMS shall create a warranty other than as expressly recorded in the Agreement.

10.7. Neither party excludes or restricts in any way its liability under or in connection with this Agreement for fraud, death or personal injury arising from their negligence or to any extent not permitted by law.

10.8. Nothing in this clause 10 or in this Agreement excludes or limits the Customer’s liability to pay (without set off) the Charges. The Customer limitations of liability referred to in clauses 10.3 and 10.4 above will not apply in respect of claims brought under clauses 10.5 and 11 (Intellectual Property and Confidentiality). IVIEW COMMS will notify the Customer of any such claims or proceedings and keep the Customer informed as to the progress of such claims or proceedings.

10.9. Each part of this clause 10 operates separately. If any part of the clause is held by a Court to be unreasonable or inapplicable the rest of the clause will continue to apply.

INTELLECTUAL PROPERTY AND CONFIDENTIALITY

11.1. All Intellectual Property Rights whether pre-existing or created by the Customer or IVIEW COMMS during or arising from the performance of this Agreement will remain the absolute property of that party or its licensors.

11.2. If Software is provided to enable the Customer to receive and use the Service, it is provided on an “as-is” basis IVIEW COMMS will grant the Customer a, non-transferable and non-exclusive licence to use the Software in object code form solely as necessary for receipt of the Service and solely in accordance with this Agreement and the applicable documentation. The term of any licence granted by IVIEW COMMS under this clause is coterminous with the term of the Service with which the Software is associated.

11.3. If the Service provides the Customer with Software licensed by third parties who require the Customer to accept their terms of use, the Customer must keep to those terms.

11.4. Except as permitted by applicable law or as expressly permitted under this Agreement the Customer agrees not to copy, decompile or modify any Software, or knowingly permit anyone else to do so.

11.5. If the Service becomes, or IVIEW COMMS believes it is likely to become, the subject of a claim of infringement of any Intellectual Property Rights IVIEW COMMS, at its option and expense, may:(a) secure for the Customer a right of continued use; or (b) modify or replace the Service so that it is no longer infringing, provided that modification or replacement must not materially affect the performance of the Service.

11.6. If none of the remedies in this clause is available to IVIEW COMMS on reasonable terms, IVIEW COMMS may notify the Customer and terminate the Service without liability to the Customer.

11.7. During the term of this Agreement and thereafter, each party agrees to keep all Confidential Information strictly confidential and to use it only for the purposes of this Agreement.

11.8. The provisions of this clause and shall not apply to:

  • 11.8.1. information that has come into the public domain other than by breach of this clause or any other duty of confidence;
  • 11.8.2. information already in the possession of the receiving party before it was made known by the other party;
  • 11.8.3. information the receiving party obtained from a third party without breach of this clause or any other duty of confidence;
  • 11.8.4. information required to be disclosed by law or some regulation of equivalent effect; or
  • 11.8.5. information that is trivial or obvious.

11.9. Each party shall make its personnel aware of the confidential nature of the Confidential Information and shall ensure that they are prohibited from using, copying or revealing the same other than as authorised by this Agreement.

11.10. The Customer and IVIEW COMMS acknowledge that breach of this clauses 11 may cause irreparable harm for which damages may not be an adequate remedy and that injunctive relief may be available for such breach

11.11. Information IVIEW COMMS holds about the Customer may be used for fraud prevention and credit vetting purposes and this may include IVIEW COMMS sharing such information with third party companies including other communication companies

11.12. Where the Freedom of Information Act 2000 applies to the Customer and the Customer receives a request under the Act that includes any information held by the Customer that was provided by IVIEW COMMS in connection with this Agreement the Customer will:(a) notify IVIEW COMMS immediately of the request; and (b) give IVIEW COMMS at least five Business Days to make representations.

MATTERS BEYOND REASONABLE CONTROL

12.1. IVIEW COMMS will not be liable for failure to or delay in supplying the Service if: (i) another supplier delays or refuses the supply of an electronic communications service to IVIEW COMMS and no alternative service is available at reasonable cost; or (ii) legal or regulatory restrictions are imposed that prevent IVIEW COMMS from supplying the Service.

12.2. Except with respect to payment obligations, neither party shall be liable for any failure or delay in performing any obligations under this Agreement or under any contract made hereunder for a Service (and the time for performance shall be extended accordingly) if and to the extent that the failure or delay is due to circumstances beyond that party’s reasonable control (“Force Majeure”) including, without limitation, acts of God, natural disaster, lightning, flood, subsidence, earthquake, weather conditions, epidemic, pandemic, fire, explosion, war, civil disorder, war or act of terrorism, riot or civil commotion or industrial dispute not involving the employees of such party, laws or restrictions imposed by any governmental or judicial authority, acts or omissions of third parties, power outages or interruptions of other utility services, shortages of parts or materials, magnetic interference, or unavailability of telecommunications service or facilities  to IVIEW COMMS (“force majeure event”).

12.3. If any of the events detailed in clauses 12.2 materially affects the performance of the Contract and continues for more than three months then the party not subject to the Force Majeure event may terminate this Agreement (or the contract for the Service (as the case may be)) on five (5) Business Days’ notice in writing to the other.

GENERAL TERMS

13.1. Escalation and Dispute Resolution: IVIEW COMMS will try to resolve any complaint that the Customer may have with the Service.  If the Customer has a complaint the Customer should, in the first instance, write to IVIEW COMMS at: IVIEW COMMS Customer Care, Mustang House, Allshots Industrial Estate, Kelvedon, Essex, CO5 9DF.  Nothing in this clause 13.1 will prevent the Customer or IVIEW COMMS from exercising any rights and remedies that may be available in respect of any breach of the provisions of this Agreement.

13.2. Transfer of Rights and Obligations The Customer and IVIEW COMMS may not transfer any of their rights or obligations under this Agreement without the written consent of the other, except that: (a) the Customer may transfer its rights or obligations or both to a Group Company with the written consent of IVIEW COMMS, such consent not to be unreasonably withheld or delayed; and (b) IVIEW COMMS may assign or transfer its rights and novate its obligations under this Agreement to any subsidiary or affiliate or both or to a Group Company without consent provided that it notifies the Customer that it has done so.

13.3. Amending the Agreement: IVIEW COMMS can change this Agreement (including the Charges and the Additional Terms) at any time and will notify the customer of any changes with reasonable notice directly via email or telephone.

13.4. Severability: If at any time any provision of this Agreement is or becomes illegal, invalid or unenforceable in any respect, that, shall not affect or impair the legality, validity or enforceability of any other provision of this Agreement

13.5. Survival:  Clauses 7, 10 and 11 will survive the termination or expiry of this Contract for two years.

13.6. Entire Agreement:  This Agreement, together with any document expressly referred to in any of its terms, contains the entire agreement between the parties relating to the subject matter covered and supersedes any previous agreements, arrangements, undertakings or proposals, written or oral, between the parties in relation to such matters.  No oral explanation or oral information given by either party at any time shall alter or affect the interpretation of this Agreement.  The parties confirm that, in agreeing to enter into this Agreement, they have not relied on any representation other than those, which have in this Agreement been made a representation, and the parties agree that they shall not have a remedy in respect of any misrepresentation, which has not become a term of this Agreement. Nothing in this clause 13 shall operate to exclude any liability for fraud.

13.7. Waiver The failure to exercise or delay in exercising a right or remedy under this Agreement shall not constitute a waiver of the right or remedy or a waiver of any other rights or remedies and no single or partial exercise of any right or remedy under this Agreement shall prevent any further exercise of the right or remedy or the exercise of any other right or remedy. The rights and remedies contained in this Agreement are cumulative and not exclusive of any rights or remedies provided by law.

13.8. Rights of Third Parties Except as expressly provided in this Agreement, a person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to rely upon or enforce any term of this Agreement but this does not affect any right or remedy of a third party which exists or is available apart from that Act.

13.9. Partnerships nothing in this Agreement shall be construed as creating a partnership or joint venture of any kind between the parties or as constituting either party as the agent of the other party for any purpose whatsoever, and no party shall have the authority, or power, to bind the other party, or to the contract in the name of, or create a liability against, the other party in any way or for any purpose.

13.10. Notices given under this Agreement must be in writing and delivered by hand, email or first class post to the following addresses unless otherwise stated in this Agreement: (a) to IVIEW COMMS at the address shown on the bill or any address which IVIEW COMMS provides to the Customer for this purpose; or (b) to the Customer at any one or more of the following: the address to which the Customer asks IVIEW COMMS to send bills or the address of the Site or the Customer’s primary email address or if the Customer is a limited company, its registered office. Any notice pursuant to this clause shall be deemed to have been served: (i) if hand delivered at the time of delivery by posting through the letter box; (ii) if sent by facsimile within one hour of transmission during business hours at its destination or within twenty-four (24) hours if not within business hours (but in the case of facsimile, subject to receipt by the sender of a successful transmission report; and (iii) if sent by post within forty-eight (48) hours of posting (exclusive of the hours of Sunday or a Bank Holiday) if posted to an address within the country of posting and seven (7) days of posting if posted to an address outside the country of posting. The Customer must inform IVIEW COMMS immediately if there is any change to any of the contact information the Customer provided to IVIEW COMMS.

13.11. Law and Jurisdiction This Agreement is governed by the law of England and Wales and is subject to the non-exclusive jurisdiction of the English courts. This Agreement shall be governed by and construed in accordance with English law and the parties irrevocably agree to submit to the exclusive jurisdiction of the English courts in respect of any dispute or matter arising out of or in connection with the subject matter of this Agreement.

13.12. Data Protection the Customer and IVIEW COMMS will comply with their respective obligations under the Data Protection Act 1998 and any data protection, privacy or similar laws that apply to any personal data processed in connection with this Agreement. The Customer and IVIEW COMMS will provide such help and co-operation as is reasonably necessary or requested by the other to enable compliance with this clause.

13.13. Monitor and Record:  IVIEW COMMS may monitor and record its communications with the Customer, including emails and phone conversations. Information collected by IVIEW COMMS may be used for training purposes, quality assurance, to record details about the Services ordered by the Customer, and in order to meet IVIEW COMMS’ legal and regulatory obligations generally.

13.14. Marketing: Unless the Customer advises IVIEW COMMS otherwise, the Customer consents to receive marketing messages from IVIEW COMMS via electronic means, telephone and direct mail. If the customer wishes IVIEW COMMS to stop sending such messages, the customer can notify IVIEW COMMS by email, phone or letter.

13.15. Customer Permission: IVIEW COMMS may take instructions from a party whom it thinks, with good reason, is acting with the Customer’s permission.

DEFINITIONS

In this Agreement the following terms have the meanings as described below:

Additional Terms means the Service specific terms and conditions applicable to the Service ordered by the Customer as may be varied by IVIEW COMMS from time to time in accordance with this Agreement.

Agreement means this agreement between IVIEW COMMS and the Customer comprising the following documents and, In the event of any conflict, whether in relation to this Agreement (or any separate contract formed by an Order Form) between the General Terms and Conditions, the Additional Terms and the Order Form, the order of precedence shall be: (i) any terms and conditions on the Order Form; then (ii) the Additional Terms then (iii) the General Terms and Conditions. Business Day means any day which is not a Saturday, Sunday or public holiday.

Charges means the amount payable by the Customer to IVIEW COMMS for, or relating to, the Service as further detailed in the IVIEW COMMS Charges Schedule, and as set out in the Order Form, or as calculated in accordance with the Agreement, together with any other monies owing to IVIEW COMMS from the Customer under this Agreement. Charges Schedule the IVIEW COMMS Charges schedule provided to the Customer setting out the indicative Charges applicable for the Services.

Confidential Information means all information about the business, finances, technology and affairs of the other party, regardless of its nature, and the contents of this Agreement.

Customer means the party with whom IVIEW COMMS contracts to provide the Service.

Customer Equipment means any equipment, including any software, systems, cabling, facilities (including that purchased under the terms of clause 2 from IVIEW COMMS), owned or controlled by the Customer and used in connection with the Service.

Customer Site means a Site that is not owned, operated or controlled by IVIEW COMMS where the Customer requests, on the Order Form, that the Equipment is installed and/or the Service is provided, and IVIEW COMMS agrees to the same.

Demarcation Point means the termination point up to and including the IVIEW COMMS Equipment provided and signifying the physical or logical boundary between: (i) the IVIEW COMMS Equipment; and (ii) the Customer Equipment or network to which the Service is to be connected. Equipment means any equipment, device, router, or other tangible material supplied by IVIEW COMMS to Customer as part of a Service.

Event of Insolvency means the other party ceasing, or threatening to cease, to carry on business or having a receiver or an administrative receiver appointed over its business (or any substantial part of it) or passing a resolution for winding up or a court of competent jurisdiction making an order to that effect or if it otherwise becomes subject to an administration order or enters into any voluntary arrangement with its creditors generally or undergoes any analogous proceedings in any jurisdiction outside England and Wales.

General Terms and Conditions mean these Conditions for the provision of a managed service to a business customer.

Group Company means a subsidiary or holding company including a holding company, or a subsidiary of any such holding company, all as defined by Part 38 of the Companies Act 2006.

Initial Service Term means the initial term for the Service, as set out in an Order Form.  Intellectual Property Rights means all copyright and other intellectual property rights, howsoever arising and in whatever media, whether or not registered, including (without limitation) patents, trademarks, service marks, trade names, registered designs, database rights, domain names and any applications for the protection or registration of these rights and all renewals and extensions thereof throughout the world.

Order Form means the IVIEW COMMS sales order form or such other form of order as IVIEW COMMS in its sole discretion elects to accept. IVIEW COMMSSolution.

IVIEW COMMS Equipment means any equipment, including any Software, device, or other tangible material supplied as part of the Service by IVIEW COMMS to the Customer as part of a Service, which remains the property of IVIEW COMMS.

IVIEW COMMS Network means IVIEW COMMS’ network for telecommunications services wholly owned and operated by IVIEW COMMS and excludes any Customer Equipment.

Requested Service Start Date means the date on which the Customer wishes the Service to be activated as set out in the Order Form.

Service means any service identified on an Order Form signed by the Customer.

Service Start Date means the date on which the Service is accepted or deemed accepted in accordance with this Agreement.  Any reference to Operational Start Date shall be deemed to be the Service Start Date;

Site means a site or sites specified in an Order Form at which a Service is to be provided. Site Survey means any survey conducted by IVIEW COMMS, or its third party at a Site to determine whether or not an IVIEW COMMS Service can be provided at that Site.

Software means any software and associated written and electronic documentation and data provided by IVIEW COMMS under this Agreement.

Term means from the date an Order Form is accepted in accordance with clause 1.1 until the date on which this Agreement is terminated.

Trade Marks means those of IVIEW COMMS’ trade names, trademarks or service marks as are applicable to Service(s) and are notified by IVIEW COMMS to the Customer from time to time.

User means anyone who is permitted by the Customer to use or access the Service.

User Security Details means any IDs, user names, personal identification numbers and passwords.

Additional Terms and Conditions for Wireless Broadband Internet Services (“Additional terms”)

The following terms are additional to those in the applicable General Terms and Conditions (“GTC”) and shall apply where, pursuant to an Order Form, the Customer orders Wireless Broadband Internet Services (“WBIS”) Services (the “Service(s)”), as may be delivered in accordance with these Additional Terms and relevant Order Form. Capitalised terms shall, unless separately defined below, have the meaning given to them in the GTC.

DEFINITIONS

  1. Microwave Ethernetmeans a radio data link providing a defined level of bandwidth (as specified on the Order Form) and presented to the Customer as an Ethernet connection.
  2. Microwave Ethernetmeans a radio data link providing a defined level of bandwidth (as specified on the Order Form) and presented to the Customer as an Ethernet connection.
  3. Service Failuremeans a failure of the Service resulting in a total loss of the Service (i.e. no transmission of signals in one or both directions between the product demarcation points whatsoever) and such failure is caused directly and solely by the IVIEW COMMS Network and/or act or omission of IVIEW COMMS during which time it is not possible to transmit data. A Service Failure begins upon the earlier of: (i) the Customer contacting IVIEW COMMS to report a total loss of Service and this total loss of Service is confirmed by IVIEW COMMS; or (ii) IVIEW COMMS detecting a total loss of Service. The Service Failure ends when either (i) there is traffic (data packets) on the IVIEW COMMS Network; and/or (ii) IVIEW COMMS confirms to the Customer that the Service is restored, either fully or temporarily, in accordance with section 3 below.
  4. Service Faultmeans a Customer reported loss or degradation of Service during which time there is an inability to transmit data and such a fault is caused directly and solely by the IVIEW COMMS Network and/or act or omission of IVIEW COMMS and, on investigation by IVIEW COMMS, may or may not in its sole discretion, be reclassified as a Service Failure.
  5. Local Area Networkmeans computer or other network that links devices within a building or group of adjacent buildings.

SERVICE OVERVIEW

2.1 The WBIS Service provides the Customer with an Internet connection facilitated by using a Microwave Ethernet or other telecommunications link from a Customer Site to the public Internet.

2.2 The Service shall be ordered by completing and signing an Order Form, in accordance with the GTC.

2.3 If IVIEW COMMS chooses to supply, or the Customer chooses to opt, for a Static IP address or a range of Static IP addresses provided by IVIEW COMMS at Customers cost then: (a)  IVIEW COMMS is not responsible in connection with the provision of the Service for providing any technical or other support on or for the Customer’s Local Area Network; (b)  the IP addresses that are allocated to the Customer are for use in connection only with the Service and the Customer will not gain any ownership rights in those IP addresses. The Customer must not sell them or agree to transfer them to anyone else or try to do so. (c)  to the extent that any of the Services ordered hereunder are terminated for any reason, the associated IP addresses will revert to IVIEW COMMS. (d)  If IVIEW COMMS determines that Customer is not using its assigned IP addresses IVIEW COMMS may give the Customer one (1) months notice that IVIEW COMMS will reclaim the assigned IP addresses for use by IVIEW COMMS.

PROCEDURE

Where there is a loss of Service the following procedure shall apply:

  1. Customer shall immediately notify IVIEW COMMS and log a suspected Service Fault via the Technical help desk and receive a Service Fault ID
  2. Customer shall immediately notify IVIEW COMMS and log a suspected Service Fault via the Technical help desk and receive a Service Fault ID
  3. If the NOC confirms the loss of Service as either a Service Failure, or a Service Fault then IVIEW COMMS shall use reasonable commercial endeavours to rectify the Service and the Customer shall be notified by customer support that the Service Fault, or the Service Failure is closed;
  4. IVIEW COMMS may provide a temporary fix to the Service and where IVIEW COMMS Equipment needs to be replaced shall schedule a time at a later date to replace the IVIEW COMMS Equipment under scheduled planned maintenance.

SERVICE LEVELS

3.1 IVIEW COMMS shall use reasonable endeavours to maintain an annual WBIS availability of 99.95%.

3.2 IVIEW COMMS will provide Telephone Support to the Customer within 1 hour of a fault being reported.

3.3 IVIEW COMMS, where the Customer takes an IVIEW COMMS managed router, will provide Remote Support response within 1 hour.

3.4 When a Fault is not able to be rectified remotely, and requires a Customer Site visit, IVIEW COMMS will attend the Customer Site on the next Business Working Day.

IVIEW COMMS Acceptable Usage Policy

Introduction

1.1. This acceptable use policy (“AUP”) outlines the principles that govern use of the systems, services and equipment provided by IVIEW COMMS LTD (“IVIEW COMMS” or “we”) in connection with your services.

1.2. You must read this AUP very carefully. It forms part of your contractual services agreement with us.

1.3. “User(s)” or “you” means customers or anyone else who uses or accesses IVIEW COMMS services.

1.4. We may amend, modify or substitute this AUP at any time. Your continued use of any IVIEW COMMS services after any such amendment, modification or substitution constitutes your acceptance of any new AUP.

IVIEW COMMS enforcement actions – our rights to investigate, suspend, restrict or terminate your services

2.1. We reserve the right to investigate any suspected violation(s) of this AUP. When we become aware of possible violations, we may initiate an investigation, which may include gathering information from the User involved and the complaining party, if any, and examination of material on our servers, networks or any other equipment associated with the services.

2.2. We will take action if you abuse our services. The actions we may take, in our sole discretion, at any time include but are not restricted to:

  • a quick chat on the phone or an informal email asking for your cooperation;
  • a formal warning to you
  • (c) suspension of your account (with or without notice);
  • d) restriction of your access to all or any part of our services (with or without notice); or
  • (e) termination of your account (with or without notice).

This is not a full list of the action we may take. See also the terms and conditions of your customer service agreement with us (“terms and conditions”) and paragraph 2.3 below.

2.3. Notwithstanding our right to restrict, suspend or terminate your services, if you breach this AUP and/or our terms and conditions we may issue a formal warning to you specifying the unacceptable conduct and notifying you that repeated breaches may result in all or part of our services being temporarily or permanently withdrawn from you.

2.4. If, after we have issued a formal warning in accordance with paragraph 2.3 above, your conduct continues to breach this AUP, then we will withdraw all or any part of the services from you until such time as we are satisfied that you have implemented appropriate steps to ensure that your use of our systems, services or equipment will comply with this AUP.

2.5. If such a suspension is imposed, then this may be lifted at our discretion upon receipt of a formal written undertaking from you not to commit any future relevant abuse. Until the formal written undertaking is received by us using the contact details we specify to you your account will remain suspended.  is in no way responsible for any loss during transmission (post, email, fax).

2.6. Prior to terminating services as a general rule, we will attempt to work with Users (but are not obliged to do so) to avoid future violations of the AUP and to ensure that there is no reoccurrence of the incident(s) in question.

Use of the services

3.1. You must not use our services in any way that is unlawful or illegal or in any way to the detriment of other Internet users. You also must not allow anybody using your connection to use our services in any way that is unlawful or illegal or in any way to the detriment of other Internet users.

3.2. In addition to and without prejudice to your obligations pursuant to our terms and conditions, you agree to comply with (and ensure that others using the services comply with) all applicable laws, statutes and regulations in connection with the services. As the User of record, you are liable for all use of all accounts in your name, irrespective of use without your knowledge and/or consent.

3.3. You are required to keep your contact details provided to IVIEW COMMS up to date. Keeping such records up to date is important as we may need to send notices or other information to you using the contact information you gave us.

3.4. We normally notify customers of AUP-related issues by email prior to suspension/disconnection of services and it is important that you read these emails.

3.5. In the event that your use of our services is under investigation by relevant authorities, we reserve the right to suspend the services for the duration of the investigation.

Your responsibilities – security

4.1. The security of the services used by you from your business is your responsibility. We are not responsible for the consequences of your failure to employ adequate security measures (e.g. lost or corrupted files, identity theft, fraud).

Device security

4.2. Users are responsible for the security of their own devices that are directly or indirectly connected to our systems. This includes, but is not limited to: PCs, iPods/iPads (or equivalent), laptops, smart-phones, wired and wireless networking devices.

4.3. If we identify that devices on the end of your connection are causing significant impact to our service or are part of a “botnet” (machines hijacked by others to distribute malicious software or other forms of abuse), we reserve the right to suspend or disconnect your services without notice.

4.4. Users must ensure that their devices are protected with up-to-date anti-virus software and a properly configured firewall as a minimum where applicable.

Account security

4.5. You must keep your password(s) confidential and secure. If you think that your password(s) has become known to any unauthorised person or may be used in an unauthorised way you should take steps to change your password immediately. If you believe that any of your devices have been used to breach the terms of this Acceptable Use Policy you must inform us immediately.

Your responsibilities – IVIEW COMMS systems, services and equipment

5.1. Users must not take any action that may restrict or inhibit any person, partnership, company, firm or organisation (whether a customer of IVIEW COMMS or otherwise) in his/her/its lawful use or enjoyment of any of our systems, services or products.

5.2. Specific prohibited acts in relation to IVIEW COMMS systems, services and equipment are:

  • 5.2.1. the sale or resale of our services and products;
  • 5.2.2. any form of advertising or marketing practices – deceptive, misleading or otherwise;
  • 5.2.3. furnishing false data on our sign-up forms, contracts or online applications, including fraudulent use of credit card numbers (and such conduct is grounds for immediate termination and may subject the offender to civil or criminal liability);
  • 5.2.4. attempting to circumvent user authentication or security of any host, network, or account (also known as “cracking” or “hacking”). This includes, but is not limited to, accessing data not intended for the User, logging into a server or account the User is not expressly authorised to access, or probing the security of other networks without the express authorisation of the owner of such third party network(s);
  • 5.2.5. effecting security breaches or disruptions of communications. Security breaches include, but are not limited to, accessing data of which the customer is not an intended recipient or logging onto a server or account that the customer is not expressly authorised to access. For the purposes of this section “disruption” includes, but is not limited to, port scans, ping floods, packet spoofing, forged routing information, deliberate attempts to overload a service, any otherwise unspecified form of Denial of Service (DoS) attack, or attempts to “crash” a host;
  • 5.2.6. using any program/script/command, or sending messages of any kind, designed to interfere with or adversely affect a User’s enjoyment of our network by any means, locally or by the Internet, including violating the privacy of other Users; and
  • 5.2.7. conducting, for malicious purposes, any form of network monitoring or interception of any data that does not belong to you.

Your responsibilities – content/material

General

6.1. You are prohibited from storing, distributing, transmitting or causing to be published any “prohibited material” through your use of the services, including for example your use of the services to send emails, post on online forums and use social media. What constitutes “prohibited material” shall be determined by us (acting in our sole discretion). Prohibited material includes (without limitation):

  • 6.1.1. material that is threatening, harassing, invasive of privacy, discriminatory, defamatory, racist, obscene, indecent, offensive, abusive, harmful or malicious;
  • 6.1.2. material that is in violation of any law or regulation that is enforceable in the United Kingdom;
  • 6.1.3. unsolicited promotional or marketing material;
  • 6.1.4. chain letters or pyramid selling schemes; and
  • 6.1.5. programmes containing viruses, Trojans, malware (malicious software), hoaxes or any tools designed to compromise the security of Internet users, websites and/or systems. However, you may pass samples of malware in a safe manner to appropriate agencies for the purpose of combating its spread.
  • 6.1.6. phishing – material that is designed to acquire information such as usernames, passwords, credit card details or other personal information through masquerading as a trusted source.

6.2. For the avoidance of doubt, the storage upon and/or distribution via our systems and/or services by any User of “pirated” software, or any other materials that are not expressly licensed to the User, will constitute a violation of this AUP.

6.3. At our sole discretion (and without prejudice to any of our other rights pursuant to this AUP and our terms and conditions), we reserve the right to remove any material from any server under our control. In addition to any other action we may take, we reserve the right to notify relevant authorities, regulators and/or other third parties of  the use, storage, distribution, transmission, retransmission or publication of prohibited material (and/or any other materials the dealing with or use of which may constitute unlawful conduct by Users).

Usenet news usage

6.4. Our services allow access to many Usenet discussion groups (“newsgroups”). You acknowledge that some newsgroups contain language, media or discussion of subjects intended for adult audiences. We do not monitor access to Usenet newsgroups or the content of posts by our customers or customers at other sites. Accordingly, we are not responsible for the content of any posting made to Usenet.  Without prejudice to the generality of the terms of this AUP, the specific terms relating to Usenet newsgroup usage are as follows:

  • 6.4.1. We reserve the right to discontinue access to any Usenet newsgroup at any time and for any reason.
  • 6.4.2. We will investigate complaints regarding posts of inappropriate material to Usenet by Users and may, at our sole discretion, take action. Criteria for determining whether a post is inappropriate include (without limitation):

(a) the written charter of the newsgroup(s) in question;

(b) the established Usenet conventions outlined below;

(c) the system resources consumed by the posting; and

(d) applicable laws.

  • 6.4.3. Usenet news articles posted using our services must comply with the written charter of the newsgroup to which they are posted. If a newsgroup does not have a charter, its title or recent content may be considered sufficient to determine the general topic of the newsgroup. You are responsible for determining the rules of a newsgroup before posting to it.
  • 6.4.4. You may post advertisements only in those newsgroups that specifically permit them in the charter. Some newsgroups may permit “classified ads” for single transactions between private individuals, but not commercial advertisements. You are responsible for determining whether or not a newsgroup permits such non-commercial advertisements before posting.
  • 6.4.5. Users may not alter the headers of posts to Usenet to mislead other Internet users as to the origin of the posting. This includes but is not limited to, pre-loading the path, using another user’s details, using an incorrect “Date:” line. Using an invalid “From:” address for the purposes of combating e-mail spam messages that would otherwise be sent to you is not considered to be misleading. We may cancel Usenet articles posted via our servers if they breach this AUP. Users should not cancel Usenet articles of any third party without the express consent of such third party. You may not use our resources to cancel articles that you did not post. The sole exception to this rule is for moderators and retro-moderators of formally moderated newsgroups or newsgroups specifically allowing this in their charter, in which case the moderator or retro-moderator of a newsgroup may cancel any articles in a newsgroup he or she is moderating.
  • 6.4.6. You may not attempt to “flood” or disrupt Usenet newsgroups. Examples of disruptive activities include posting multiple messages with no text in the body, or posting many follow-ups to messages with no new text.

Email use

6.5. It is your responsibility to back up the contents of your email account. Upon suspension or termination of services the content may be removed and permanently deleted by IVIEW COMMS without notice.

6.6. For the purposes of clarity the term ‘unsolicited’ can be defined as ‘not asked for’ or ‘unwanted’.

6.7. Violations of this AUP may result in a large amount of email traffic. If our customers send and/or receive so much email that our resources are affected, we reserve the right to take such action(s) as may be necessary (to be determined at our sole discretion) to protect both the services and our Users, including, but not limited to, deployment of appropriate network security software.

Servers

7.1. Users may only run servers to provide Internet Protocol Services (“IPS”) within the limits set out in Sections 4, 5 and 7. Users are deemed wholly responsible for any and all network traffic emanating from relevant servers and are required to ensure that such IPS are secured against abuse by third parties.  This includes (but is not limited to) ensuring that servers are running up-to-date security patches and are configured so as to not act as relay servers at any time. “Relay servers” mean servers that can be utilised by another Internet user to relay spam, or any other type of abusive network traffic.

7.2. Failure by Users to secure servers against such abuse may result in immediate suspension or termination of service by us (acting at our sole discretion), with no prior notice, in order to protect the overall network and the services we provide to other customers.

7.3. In addition to the above, Users’ provision of IPS must not adversely affect any other users of our network (including telephony and internet services).  Further, Users may not include within and/or distribute via an IPS any content without the express consent of the owner of all relevant rights in such content (including but not limited to intellectual property rights).  We reserve the right to monitor network traffic and to take appropriate action as required, including the right to restrict any IPS. We will not offer any technical support for the provision of IPS.

7.4. We may contact Users at any time to instruct them to stop making server(s) available via their IVIEW COMMS services. Upon being notified Users must cease to operate the relevant server(s) with immediate effect.

Excessive use

  1. You must use your Service in accordance with any download or capacity limits stated in the specific plan that you subscribe to for the use of that Service. We may limit, suspend or terminate your Internet Service if you unreasonably exceed such limits or excessively use the capacity or resources of our Network in a manner which may hinder or prevent us from providing services to other customers or which may pose a threat to the integrity of our Network or systems. If IVIEW COMMS determines that excessive bandwidth, disk space utilisation or high CPU loads are adversely affecting IVIEW COMMS ability to provide service to other users, IVIEW COMMS may take immediate action. IVIEW COMMS will attempt to notify the account owner as soon as possible.

 Reasonable (Fair) Use Policy

  1. Where a data service is specified as Un-metered or Un-limited use, reasonable usage is considered to be within 1TB per month. Where this usage is exceeded, or looking likely to be pro-rata, IVIEW COMMS reserves the right to apply policies in traffic management to limit or restrict the usage above this level or to terminate the Users access to the Services if the limits continue to be exceeded after notification to the User.

We want you, and all our customers to enjoy the IVIEW COMMS broadband experience.

IVIEW COMMS policy towards Fair Usage is that all Customers should be able to use the service in an appropriate manner to meet their needs. A very small number of customers could potentially abuse this freedom and use an excessive amount of the network bandwidth at peak times, to such an extent, that it can seriously impair the service of other customers.

IVIEW COMMS Fair Usage Policy is designed to provide the most enjoyable and effective service to all our broadband Customers.

This Fair Usage policy will ensure that we identify the small number of very heavy users, and help these users by suggesting a more appropriate product for their needs.

AM I GOING TO BE AFFECTED BY THIS POLICY?

Generally, only users who indulge in frequent Peer-to-Peer file sharing, or stream HD video for extended periods, or have HD CCTV constantly streaming, will be affected by this policy. If this doesn’t describe you, it’s unlikely that you will be affected. Also, it’s worth noting that if you choose to participate in these, always be aware of your legal obligations and make sure the content you are accessing doesn’t infringe copyright or any other laws.

WHAT HAPPENS IF I AM AFFECTED BY THIS POLICY?

If you are affected by this policy, you may notice that your connection speed is reduced, or ‘throttled’ once you have exceeded the limits stated above.

If you believe that this fair usage policy may affect you, or you are at all confused, please feel free to contact us and we’ll be able to discuss your current usage and advise you of other broadband products that may be suitable for you.