Y-our Network Group Ltd – NETWORK , LINE RENTAL AND BROADBAND TERMS AND CONDITIONS

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  1.INTERPRETATION
• 1.1 In this Contract the following terms have the definitions shown next to them: Supplier: Y-our Network Group Ltd, 13A Church Street, Wellington, Telford, TF1 1DD. Registered in England Number 14451257Subsidiary; means in relation to a company wherever incorporated (a holding company) means a “subsidiary” as defined in section 1159 of the Companies Act 2006 and any other company which is a subsidiary (as so defined) of a company which is itself a subsidiary of such holding company. Terms; means these terms and conditions. Equipment: means equipment (including any software) placed by the Supplier at the premises to supply the Service. Broadband: means ADSL/ADSL 2+ and/or FTTC/FTTP. Call: means a signal, message or communication that is silent, spoken or visual. Conditions: these terms and conditions for the Supplier’s business service. Contract: means these Conditions, the Service, and the Service Guarantee. This Contract begins on the date that the Supplier accepts the Customer’s request for Service. Customer: means the person with whom the Supplier contracts to provide the Service. Customer Equipment: means equipment that is not part of the Providers’ network, and which the customer uses or plans to use with the Service. Minimum Period: means the minimum contract period applying to each of the Services, including Broadband, Line Rentals and/or SIP services, commencing on the date of connection and expiring on the day at the end of the minimum period as set out in the agreement overleaf. Following completion of the Minimum Period, this agreement will be extended by further periods of 12 months and will continue in force until terminated in accordance with the requirements under clause 10.2 Premises: means the place at which the Supplier agrees to provide the Service. Service: means the facility to make or receive a Call (or both) and any related services listed that the Supplier agrees to provide to the Customer under this Contract. Service Failure: means the continuous total loss of the facility to make or receive a Call, or of any related service provided to the Customer under this Contract.
• 2.SUPPLY OF THE SERVICE
• 2.1 The Service will commence on the date of contract and continue for the minimum term as set out in the Order Form. The Supplier shall provide the Service and Equipment to the Customer subject to these Terms. All services are independently provided and are individually subject to termination charges.
• 2.2 No variation to these Terms shall be binding unless agreed in writing by the Supplier.
• 2.3 The Customer shall at its own expense supply the Supplier with all necessary documents and other materials and all necessary data and other information relating to the Service and the Equipment within sufficient time to enable the Supplier to provide the Service and the Equipment in accordance with the contract. The Customer shall ensure the accuracy of all Input Material.
• 2.4 The Customer shall at its own expense retain duplicate copies of all Input Material and insure against its accidental loss or damage. The Supplier shall have no liability for any such loss or damage, however caused.
• 2.5 Any typographical, clerical or other error or omission in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by the Supplier shall be subject to correction without any liability on the part of the Supplier.
• 2.6 The Supplier reserves the right to alter the specifications of the Service and/or the Equipment after acceptance by the Customer if the Service has been superseded with a similar or improved product.
• 2.7 Occasionally, for operational reasons, the Supplier may have to change the codes or the numbers given to the Customer, or interrupt the Service. The Supplier will restore the interrupted Service as quickly as possible.
• 3.PRICE OF THE SERVICE
• 3.1 The price of the Service shall be the relevant price at the time the Service is in use as stated in the Network Service Agreement. Calls may be subject to a connection charge and/or rounding of thirty second increments dependent on the tariff provided.
• 3.2 Any applicable value added tax, import or export duties or other taxes or duties are payable by the Customer in addition.
• 3.3 Prices may rise in accordance with, but not limited to our BT, Pragma and Gamma wholesale price and the completion of any introductory discount. The after-discount price can be viewed on our website www.y-ournetworkgroup.co.uk.
• 3.3 The Supplier shall be entitled to vary the tariff stated in the Network Service Agreement from time to time by providing not less than one months’ notice to its Customers. Such notice to be posted upon the Supplier’s website at www.y-ournetworkgroup.co.uk
• 3.4 Included in your package is a discount on service charges for 12 months. This will discontinue on month 13 of service and the full tariff can be viewed on our website www.y-ournetworkgroup.co.uk. 4.TERMS OF PAYMENT
• 4.1 The Supplier will invoice the Customer for sums due at monthly intervals. 4.2 Sums due will become payable in full on the date specified by the invoice. All payments must be made by direct debit.
• 4.3 The Supplier shall submit invoices to the Customer via e mail. A relevant email address must be supplied by the Customer.
• 4.4 If payment in full is not made on the due date the Supplier may:
• 4.4.1 cancel the Contract;
• 4.4.2 stop providing the Service, and any other services provided to the Customer by a member of Y-our Network Group Ltd (“Other Services”);
• 4.4.3 charge the Customer interest (both before and after any judgement) on the amount unpaid, at the rate of 2 per cent per month (or part of a month) until payment in full is made;
• 4.4.4 demand immediate payment of all outstanding sums due;
• 4.4.5 render the Equipment non-functional until such time as all outstanding invoices and interest are settled in full;
• 4.4.6 If the Service or Other Services are suspended, the Supplier will tell the Customer what needs to be done before they can be reinstated. However the Customer must continue to pay all charges relating to the Services and Other Services whilst the relevant contracts and agreements continue.
• 4.5 If the Customer requests that the Supplier change the network telecommunications supplier used in connection with the Service, the Supplier shall be entitled to be reimbursed by the Customer for all and any reasonable charges, expenses or other costs incurred by the company in this respect.
• 4.6 Broadband usage will be based upon a predetermined unit of time and or volume of data, together with any charges related to Value Added Services from time to time provided by the Company, in each case at the rates set out or referred to in the Company’s published tariffs and or such as may be agreed in writing between the Customer and the Company; Unless stated otherwise, the monthly inclusive transfer is limited to 100Gb. Usage which exceeds the agreed allowance within the specified monthly package will be charged at the Company’s standard rates of £1.00 per Gb. All Usage Charges will be invoiced to the Customer monthly in arrears, and must be settled by Direct Debit. 5.DELIVERY OF EQUIPMENT
• 5.1 Delivery of the Equipment shall be made by the Supplier delivering the Equipment to the agreed location, as detailed in the Network Service Agreement.
• 5.2 Any dates given for delivery of the Equipment are approximate only and the Supplier shall not be liable for any delay in delivery of the Equipment howsoever caused. Time for delivery shall not be of the essence. The Equipment may be delivered by the Supplier in advance of the quoted delivery date upon giving reasonable notice to the Customer.
• 6.RISK AND PROPERTY
• 6.1 The Equipment will remain the property of the Supplier.
• 6.2 The Customer shall keep the Equipment separate from that of the Customer and third parties and properly stored, protected and fully insured and identified as the Supplier’s property. The Customer shall if so requested by the Supplier, produce within 7 days, evidence of such insurance to the Supplier.
• 6.3 The Customer shall deliver up the Equipment to the Supplier on demand and, if the Customer fails to do so immediately, the Supplier may enter any premises of the Customer or any third party where the Equipment is stored and repossess the Equipment. 6.4 The Customer may not pledge or in any way charge the Equipment by way of security for any indebtedness of the Customer.
• 6.5 The Customer shall keep the Equipment in good condition and not alter or modify it in any way.
• 7.CUSTOMERS OBLIGATIONS 7.1 The Customer agrees that it will: 7.1.1 allow the Supplier, at its reasonable request, free and safe access to its premises and service connection points, access to information and assistance from the Customers employees; 7.1.2 route all calls via Y-our Network Group chosen network for the duration of the agreement, and not in anyway whatsoever, cause calls to be made which are not routed over Y-our Network Group preferred network, whether by the use of an auto dialler used to route calls over a different network, or by the use of a manually inputted code, or via cps, or by any other method whatsoever (save in respect of calls to exempt numbers, as notified to the Customer from time to time).
• 7.1.3 ensure that only attachments approved for connection under the Telecommunications Act 1984 be connected with the Service;
• 7.1.4 not to use the Service or the Equipment in a manner which constitutes a violation or infringement of the rights of any other party;
• 7.1.5 maintain the Equipment in good working order and in conformation with the relevant standard or approval for the time being designated under the Act or any other relevant regulations authorities or licences;
• 7.1.6 obtain and comply with any permission, licence, consent, registration and approval necessary for the use of the Service and/or the Equipment;
• 7.1.7 indemnify and keep indemnified the Supplier in full against all loss (including loss of profit), liabilities, damages, claims, charges, losses and expenses incurred by the Supplier as a result of any breach of the Customer’s obligations under the Contract.
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  8. WARRANTIES AND LIABILITIES
• 
  8.1 The Supplier does not warrant that the Service will never be faulty.
• 8.2 Subject to the conditions set out below, the Supplier shall pass to the Customer (to the extent
  that the Supplier is legally entitled to do so) the benefit of any manufacturer’s warranty.
   
• 8.3 Where a valid claim is made in writing by the Customer in respect of Equipment that is
  defective or does not meet the specifications detailed in the Network Service Agreement
  the Supplier shall repair the defect provided that the Customer is not in breach of any of
  the terms of the Contract but the Supplier shall have no further liability whatsoever.
   
• 8.4 Subject as expressly provided in these Terms, and except where the Equipment is sold to
  a person dealing as a consumer (within the meaning of the Unfair Contract Terms Act
  1977), all other warranties, terms or conditions implied by statute or common law arising
  out of or in connection with the supply of the Equipment or resale of the Equipment by the
  Customer are excluded to the fullest extent permitted by law. The Supplier’s prices are
  determined on this basis.
   
• 8.5 The Supplier’s employees or agents are not authorised to make any representations
  about the Service unless confirmed by the Supplier in writing. In entering into the
  Contract the Customer acknowledges that it does not rely on, and waives any claim it
  may have for damages for or right to rescind the Contract for any such representations
  which are not so confirmed (unless such representations were fraudulently made).
   
• 8.6 The Supplier shall not be liable for any advice or recommendation about the Contract
  given by the Supplier or its employees or agents to the Customer or its employees or
  agents that is not confirmed in writing by the Supplier. The Customer acts on such
  unconfirmed advice or recommendation entirely at the Customer’s own risk. The
  Customer confirms that it has not been induced to enter into this Contract on the basis of
  any representations of the Supplier that have not been confirmed in writing.
   
• 8.7 The Supplier shall have no liability whatsoever:
   
• 8.7.1 in respect of any defect arising from fair wear and tear, wilful damage, negligence
  (including improper storage), improper installation, use or maintenance, abnormal
  working conditions, failure to follow the Supplier’s instructions (whether oral or in writing),
  misuse or alteration or repair of the Equipment without the Supplier’s approval;
   
• 8.7.2 if any sum owing by the Customer to the supplier has not been paid.
   
• 8.7.3 if loss is suffered by the Customer because the Equipment fails to perform to its
  specifications due to the default of the network provider or any other third party.
   
• 8.8 Save as otherwise expressly provided in these Conditions, the following provisions set
  out the Supplier’s entire liability (including any liability for the acts and omissions of its
  employees, agents and sub-contractors) to the Customer in respect of:
   
• 8.8.1 any breach of the Supplier’s contractual obligations arising under the Contract;
   
• 8.8.2 any representation (other than fraudulent misrepresentation) statement or tortuous act or
  omission (including negligence) arising under or in connection with the Contract.
  AND THE CUSTOMER’S ATTENTION IS PARTICULARLY DRAWN TO THE
  FOLLOWING PROVISIONS OF THIS CLAUSE 8
   
• 8.9 Any act or omission on the part of the Supplier or its employees, agents or subcontractors
  falling within clause 8.8 above is described as an “Event of Default”.
   
• 8.10 That part of the Supplier’s liability to the Customer for death or injury resulting from the
  Supplier’s negligence, or the negligence of the Supplier’s employees’, agents’ or subcontractors
  that the law does not permit the Supplier to exclude shall be unlimited.
   
• 8.11 To the extent the law does not permit such liability to be excluded and save as otherwise
  expressly provided, the Supplier’s entire liability in respect of any Event of Default shall
  be limited to damages of an amount equal to the price paid by the Customer for the
  Service and Equipment over the three month period preceding the Event of Default.
   
• 8.12 Subject to condition 9.9 above, the Supplier shall not be liable to the Customer in respect
  of any Event of Default for any increased costs, expenses, loss of profits, goodwill,
  business, contracts, revenues or anticipated savings or any type of special, indirect or
  consequential loss (including loss or damage suffered by the Customer as a result of an
  action brought by a third party) even if such loss was reasonably foreseeable or the
  Supplier had been advised of the possibility of the Customer incurring the same.
   
• 8.13 The Supplier shall not be held liable for any costs associated with fraudulent calls made
  via the Service howsoever caused, and the Customer agrees to take all reasonable steps
  to ensure that this does not happen. These steps must include, but are not limited to,
  ensuring that all available security measures are installed/employed within their
  telephone systems. Non-compliance may result in exclusion of any Anti-Fraud protection
  offered by the Supplier.
   
• 8.14 The Supplier shall not be liable to the Customer, or be deemed to be in breach of the
  Contract, by reason of any delay in performing, or any failure to perform, any of the
  Seller’s obligations, if the delay or failure was due to any cause beyond the Seller’s
  reasonable control including (without limitation) flood, fire, war or threat of war, sabotage,
  civil disturbance or governmental action, import or export regulations or embargoes.
   
• 8.15 The Customer shall fully indemnify the Supplier in respect of loss or damage to the
  Supplier’s property or death of any of the Supplier’s employees caused by the negligence
  or wilful misconduct of the Customer.
   
• 9 TERMINATION BY THE SELLER
   
• 9.1 The Supplier may terminate this Contract with immediate effect on giving written notice to
  the Customer:
   
• 9.1.1 if the Customer breaches any term of the Contract and fails to rectify the breach within 14
  days of being sent written notice by the Supplier requesting rectification;
   
• 9.1.2 if the Customer at any time does not have the necessary valid licence to run its
  telecommunications system;
   
• 9.1.3 the Customer makes any voluntary arrangement with its creditors or becomes subject to
  an administration order or (being an individual or firm) becomes bankrupt or (being a
  limited company) goes into liquidation; or an encumbrancer takes possession, or a
  receiver is appointed, of any of the property or assets of the Customer; or the Customer
  ceases, or threatens to cease, to carry on business; or the Supplier reasonably
  apprehends that any of these events is about to occur in relation to the Customer and
  notifies the Customer accordingly;
   
• 9.2 The Supplier may terminate this Contract at any time by giving not less than 28 days prior
  written notice to the Customer.
   
• 10. TERMINATION BY THE CUSTOMER
• 10.1 The Customer may terminate this Contract by giving not less than three (3) months’ prior written notice to the Supplier - such notice to coincide with the end of the initial minimum period, or any subsequent 12-month renewal period. This notice must be sent to the Supplier’s place of business via recorded delivery. For non-renewable Contracts, should the services leave Y-our Network Group further to the minimum term expiring without notice having been provided, or should the notice period not be served, a charge equating to 3 months’ average billing revenue will be invoiced to the customer.
• 10.2 Where the Customer terminates this Contract prior to the expiry of the Agreed Term, the balance of the fees payable for the Service for the remainder of the Agreed Term shall become immediately due, less a discount of 50 per cent which the Supplier shall in its sole discretion give to the Customer. In either case, the Supplier shall invoice the Customer for the appropriate amount, which is to be calculated based on an average charge over the last 3 full months billing to the Customer. Any such charges will be taken by direct debit where applicable.
• 10.3 The Customer hereby agrees to repay in full, any termination charges paid by the Supplier on behalf of the Customer to a previous Supplier, should the Customer wish to end this Agreement at any time prior to the agreed term.
• 10.4 If the Customer has been allocated a Non Geographic Number by the Supplier providing inbound call revenue, the Supplier shall in its own discretion upon termination of this Agreement rescind all inbound revenues payable to the Customer.
• 10.5 There is no “Cooling off” to our contracts
• 11. GENERAL
• 11.1 Any notice shall be in writing addressed to the addressee at its registered office or principal place of business or such other address as may at the relevant time have been notified to the party giving the notice.
• 11.2 No delay or failure by the Supplier in enforcing any provision of the Contract shall constitute a waiver of that provision or any other provision. No waiver by the Supplier of any breach of the Contract by the Customer shall be considered as a waiver of any subsequent breach of the same or any other provision. No waiver by the Supplier shall be effective unless in writing.
• 11.3 If any provision of these Terms is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Terms and the remainder of the provision in question shall not be affected.
• 11.4 These Terms and the Network Service Agreement overleaf constitute the entire Agreement between the Supplier and the Customer concerning the supply of the Equipment and provision of the Service and replace and supersede any prior arrangement, understanding, warranty or representation (other than any fraudulent misrepresentation).
• 11.5 The Contract shall be governed by the laws
• 12 THE SUPPLIER’S GUARANTEE
  12.1 The Supplier guarantees:
  (a) to provide the Service by the date agreed with the Customer as described in
  paragraph 2.1;
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  (b) to set into place a repair to a Service Failure in line with the repair service the Customer has
  chosen. For standard service this means by midnight on the first weekday (not including
  public and bank holidays) after the day the fault is reported to The Supplier.
• 
  (c) not to disconnect the Service by mistake.
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  (d) to keep any appointment the Supplier makes with the Customer under this Contract.
• 
  12.2 If Openreach is late in providing the Service or repairing a Service Failure, the Customer
  may choose Call Diversion as described in paragraph 12.2. This is only available if it is
  reasonably practicable, as technical restrictions may sometimes prevent this option.