IDMS Business Broadband ADSL - Terms and Conditions

1. Definitions

"Access Connection" means the telecommunications circuit that the Customer uses to obtain telecommunications services over the public switched telephone network at the Site as notified by the Customer to Internet Direct (Chichester) Limited.

"Agreement" means these Terms.

"AUP" means the Internet Direct (Chichester) Limited Acceptable Use Policy as published and amended from time to time.

"Carrier" means any supplier of telecommunications services to Internet Direct (Chichester) Limited for the Service.

"Commencement date" means the date when Internet Direct (Chichester) Limited is ready to supply the Service.

"Consumer" means a person who enters into a contract other than in the course of a business

"Customer" means the person who places the Order and uses the Services.

"Customer Equipment" means apparatus belonging to the Customer not forming part of the Internet Direct (Chichester) Limited Equipment but which may be connected to the Internet Direct (Chichester) Limited Equipment.

"Internet Direct (Chichester) Limited" whose registered offices are at Tithebarn Cottages, Rookery Lane, Sidlesham, West Sussex, PO20 7ND

"Internet Direct (Chichester) Limited Equipment" means any apparatus or equipment provided by Internet Direct (Chichester) Limited or any third party (eg. the Carrier) to the Customer at the Site to enable provision of the Service under this Agreement.

"Initial Period" means the period of 3 months from the Commencement Date.

"Order Application Form" means the form signed by the Customer ordering the Service.

"Service" means the installation, connection and supply of a telecommunications circuit (including any Internet Direct (Chichester) Limited Equipment) capable of supporting ADSL services at the Site and the provision of telecommunication services over such circuit and any documentation relating to such circuit.

"Service Availability Area" means a geographic area, as may be amended by Internet Direct (Chichester) Limited from time to time, where the Service is potentially available.

"Site" means the Customer’s Site where the Service is to be received, as nominated by the Customer on the Order Application Form.

"Working Hours" means 9am to 5:30pm, Mondays to Fridays, excluding bank holidays.


2. Contractual Terms and Duration

2.1 This Agreement will be effective on signing and shall continue until the expiry of the Initial Period and thereafter will automatically renew for a further 12 month term, subject to termination under Clause 12.

2.2 The Service shall be provided at the Site for the Initial Period. For the duration of the Initial Period the Service may not be transferred to another site. If the Customer wishes to transfer the Service to another site other than the Site then it shall be liable to pay the balance of the charges due for the Initial Period. The Customer will then be required to apply for a new agreement with a new Initial Period for provision of the Service at the new site.

2.3 For the avoidance of doubt any purchase orders placed by the Customer shall be governed by this Agreement and not by any terms and conditions provided with the Customer’s purchase order.


3. Provisions of the Service

3.1 Internet Direct (Chichester) Limited shall provide or procure the provision of the Service to the Customer in accordance with the terms of this Agreement. The Customer acknowledges that it is technically impracticable to provide a fault free Service and Internet Direct (Chichester) Limited does not undertake to do so.

3.2 The provision of the Service is subject to the Site being within a Service Availability Area.

3.3 The provision of the Service to the Customer will be subject to the characteristics of the Customer’s Access Connection and the Carrier may determine that it is not possible to supply the Service over the Customer’s Access Connection. Where this is the case, Internet Direct (Chichester) Limited will immediately terminate this Agreement and Internet Direct (Chichester) Limited will not be liable to the Customer for such termination.

3.4 The Customer acknowledges that during the installation of any Internet Direct (Chichester) Limited Equipment for the provision of the Service the Customer Access Connection may suffer a temporary loss of telephone service, and /or interference to any other Access Connection services, which shall be reinstated following installation. Internet Direct (Chichester) Limited will not be liable for any loss, interruption or interference during installation. The Customer also acknowledges that any telephone socket extensions that are incorrectly wired may be disconnected during installation, without liability to Internet Direct (Chichester) Limited.

3.5 Occasionally Internet Direct (Chichester) Limited and/or any Carrier may have to interrupt the Service or change the technical specification of the Service for operational reasons (such as maintenance or Service upgrades) or because of an emergency. In these circumstances, where possible, Internet Direct (Chichester) Limited will give notice to the Customer of any such interruption, however, the Customer shall have no claim against Internet Direct (Chichester) Limited for any such interruption.

3.6 Except as otherwise expressly permitted under this Agreement, the Customer may not:

· modify the Service without Internet Direct (Chichester) Limited's prior written consent;
· redistribute or copy the Service (or any part thereof), or transfer rights to the use of the Service to any third party;
· disclose details of the Service, to any third party without Internet Direct (Chichester) Limited's prior written consent;
· use the Service except in conjunction with Internet Direct (Chichester) Limited's recommended operating guidelines;

3.7 Internet Direct (Chichester) Limited shall use its reasonable endeavours to comply with the Customer's reasonable requests in respect of installation but Internet Direct (Chichester) Limited or the Carriers decision on the routing of cables and wires and the positioning of outlets and other apparatus constituting the Internet Direct (Chichester) Limited Equipment shall be final and binding.

3.8 Internet Direct (Chichester) Limited shall use all reasonable endeavours to provide and install or procure the provision and installation of any Internet Direct (Chichester) Limited Equipment at the Site so that the Service can be provided on or before any installation date specified or agreed to by Internet Direct (Chichester) Limited. Any installation date is an estimate only and Internet Direct (Chichester) Limited shall not be liable for any failure to meet such installation date.

3.9
Installation of the Service may be subject to a survey carried out by Internet Direct (Chichester) Limited or the Carrier and the Service may not be provided where the survey carried out, is incomplete or unsatisfactory.


4. Use of the Service

4.1 The Customer must not use the Service:

· in a way that does not comply with the terms of any legislation or any license applicable to the Customer or that is in any way unlawful or fraudulent or has any unlawful or fraudulent purpose or effect;
· in connection with the carrying out of a fraud or criminal offence against Internet Direct (Chichester) Limited, or any other public telecommunications operator;
· to send, knowingly receive, upload, download, use or re-use any material which is abusive, indecent, defamatory, obscene or menacing, or in breach of any copyright, confidence, privacy or any other rights;
· to send or procure the sending of any unsolicited advertising or promotional material other than in the case of the Customer to its own customers;
· in a way that does not comply with the AUP or any other instructions Internet Direct (Chichester) Limited or the Carrier has given; or
· in a way that in Internet Direct (Chichester) Limited's reasonable opinion could materially affect the quality of any service, including the Service, provided by Internet Direct (Chichester) Limited or the Carrier.

4.2 Internet Direct (Chichester) Limited will be entitled to suspend the Service or terminate the Agreement where Internet Direct (Chichester) Limited, in its absolute discretion, believes the Customer is in breach of any provisions of Clause 4.1.

4.3 The Customer acknowledges and accepts the following technical limits relating to the Service:

· transmission performance of some metallic local loops will mean it is technically impracticable to provide Service to all Customers within the Service Availability Area;
· Currently, until such time as Internet Direct (Chichester) Limited advises otherwise, the Service cannot be provided over the same Access Connection as certain other telecommunications services as advised by Internet Direct (Chichester) Limited.
· the Service is not available to Sites where all or part of the Access Connection is provided over fibre optic cable or radio systems.
· that the Service may also affect the performance of some PSTN customer premises equipment.
· that some technical limitations may not become apparent until after the Service has been installed and working for some time. In such circumstances the Service for some Customers may need to be withdrawn.
· The Service will be provided up to the maximum speed specified on the Order Application Form. Due to the innovative nature of this technology it may not always be possible to provide the Service to the maximum speed specified and the Customer acknowledges this.

4.4 In the circumstances referred to in Clause 4.3 Internet Direct (Chichester) Limited will have no liability to the Customer relating to the provision of the Service (or Internet Direct (Chichester) Limited's inability to provide the Service), the performance of the Service, its effect on other services or equipment or the withdrawal of the Service.

4.5 The Customer will co-operate with Internet Direct (Chichester) Limited's reasonable requests for information regarding the Customer use of the Service and supply such information without delay.


5. Charges

5.1 The charges for the Service will be calculated in accordance with the Order Application Form. Charging will begin on the Commencement Date for the Service. Charges will be calculated in accordance with details recorded by, or on behalf of, Internet Direct (Chichester) Limited.

5.2 The charges must be paid for by the Customer as selected on the Order Application Form. Prior to acceptance of the order, the activation fee, one month's rental charge and a security deposit equal to one month's rental charge should be paid by the Customer.

5.3 All charges exclude Value Added Tax (VAT) at the applicable rate, unless stated otherwise.

5.4 Internet Direct (Chichester) Limited may also make an additional charge on its own behalf or on behalf of a Carrier in the following circumstances:

· an abortive visit charge may be incurred where incorrect information supplied by the Customer means it is technically impractical to provide the Service over the Customers Access Connection;
· where it is necessary to relocate the existing telephone master socket to provide the Service;
· where Internet Direct (Chichester) Limited or the Carrier are unable to gain access to the Site to carry out installation of the Service or the installation is aborted, an abortive visit charge may be payable;
· where certain order information provided by the Customer is illegible, inaccurate or incomplete an administration fee will be charged;
· where Internet Direct (Chichester) Limited or the Carrier provide the support to the Customer outside Working Hours in supply of the Service;
· where a fault relates to equipment other than the Internet Direct (Chichester) Limited Equipment.


6. Customer Obligations

6.1 To allow the installation and use of any Internet Direct (Chichester) Limited Equipment at the Site, the Customer will, prior to any installation work for the Service, at the Customer's own expense:

· obtain all necessary consents, including consents for any necessary alterations to buildings;
· take up or remove, any fitted or fixed floor coverings, ceiling tiles, suspended ceiling and partition covers as Internet Direct (Chichester) Limited or the Carrier advises are necessary and carry out afterwards any making good or decorator's work required; and
· provide any electricity and connection points required by Internet Direct (Chichester) Limited or the Carrier.

6.2 Internet Direct (Chichester) Limited shall supply the Customer with the relevant information to enable the Customer suitably to prepare the Site for delivery and installation of the Internet Direct (Chichester) Limited Equipment. The Customer shall at their own expense provide suitable accommodation, assistance, facilities and environmental conditions for any Internet Direct (Chichester) Limited Equipment and all necessary electrical and other installations and fittings.

6.3 A secure electricity supply is required at the Site for the installation, operation and maintenance of the Internet Direct (Chichester) Limited Equipment at such points and with such connections as specified by Internet Direct (Chichester) Limited. Unless otherwise agreed, this power supply is to be provided by the Customer. Internet Direct (Chichester) Limited shall not be responsible for interruption or failure of the Services caused by a failure of such power supply.

6.4 It shall be the Customer’s responsibility to connect the Internet Direct (Chichester) Limited Equipment to the Access Connection once the Access Connection has been established by Internet Direct (Chichester) Limited or the Carrier to enable the Customer to utilise the Service.

6.5 Any Customer Equipment connected to or used with the Service must be connected and used in accordance with any instructions, safety and security procedures applicable to the use of that equipment. Any equipment which is attached (directly or indirectly) to the Service must be technically compatible with the Service and approved for that purpose under any relevant legislation or telecommunications industry standards.

6.6 To enable Internet Direct (Chichester) Limited to carry out its obligations under this Agreement, the Customer will at all reasonable times provide Internet Direct (Chichester) Limited employees, and anyone acting on Internet Direct (Chichester) Limited's behalf including the Carrier, who produces a valid identity card, with access to any Site and any other premises outside of Internet Direct (Chichester) Limited's control. Internet Direct (Chichester) Limited will normally only require access during Working Hours but may, on reasonable notice, require the Customer to provide access at other times. Internet Direct (Chichester) Limited may agree to work outside Working Hours, but the Customer must pay Internet Direct (Chichester) Limited's standard additional charges for doing so.

6.7 The Customer hereby irrevocably gives permission to Internet Direct (Chichester) Limited or the Carrier and its employees, agents or contractors to:

· execute any works on the Site for, or in connection with, the installation, maintenance, or removal of any Internet Direct (Chichester) Limited Equipment;
· keep and operate telecommunication apparatus installed on, under or over the Site;
· enter the Customer’s premises to inspect any telecommunication apparatus kept on the Site or elsewhere for the purposes of providing the Service.
· Where this Agreement or the Service is terminated for any reason Internet Direct (Chichester) Limited or the Carrier will be entitled to enter the Site to remove any Internet Direct (Chichester) Limited Equipment installed there.

6.8 The Customer shall be responsible for the repair and maintenance of any Customer Equipment used in order to obtain or use the Service.

6.9 The Customer shall be responsible for maintaining and paying any telephone charges for the Access Connection. If the Access Connection is terminated by the Carrier, the Service will automatically be cancelled and this Agreement terminated with the Customer remaining liable for any charges for the service for the balance of the Initial Period. A new Agreement for the Service will need to be entered if the Access Connection is reinstated by the Carrier, with a new Initial Period.

6.10 The Customer agrees to comply with any end-user license agreement for any software provided with the Service, including any end user license for the Filter service.


7. Support of the Service

Faults in the Service may be reported at any time to the provider Call Centre on 0906 802121. Repairs to the Service will be carried out during Working Hours.


8. Domain Names & IP Addresses

8.1 Where this service has been purchased by the Customer, Internet Direct (Chichester) Limited will register, the domain Name(s) chosen by the Customer.

8.2 The Customer warrants that they are the owners of, or that they have been and are duly authorised by the owner to use, any trademark or name requested or allocated as the Customer’s name for the Service including any mailbox or domain names.

8.3 The Customer acknowledges that Internet Direct (Chichester) Limited cannot guarantee that any name the Customer requests, will be available or approved for use.

8.4 Internet Direct (Chichester) Limited has the right to require the Customer to select a replacement name and may suspend the Service if, in Internet Direct (Chichester) Limited’s opinion, there are reasonable grounds for Internet Direct (Chichester) Limited to believe that the Customer’s current choice of name is, or is likely to be, in breach of the provisions of this Clause.

8.5 The Customer acknowledges and agrees that:

8.5.1 Internet Direct (Chichester) Limited does not represent, warrant or guarantee that any domain name applied for by the Customer or on the Customer’s behalf will be registered in the Customer’s requested name or is capable of being registered by the Customer or that the use of such domain name by the Customer will not infringe any third party rights. Accordingly, Internet Direct (Chichester) Limited will not be liable for any action taken by the Customer in respect of its requested domain name(s) until the Customer has been notified that the requested domain name has been duly registered.

8.5.2 The registration of the domain name and its ongoing use by the Customer is subject to the relevant naming authority’s terms and conditions of use and the Customer undertakes that they will comply with such terms and conditions. The naming authority’s terms and conditions are available on the following websites: www.nominet.net for .uk domain names and www.networksolutions.com or www.nic.net for .com, .net and .org domain names and www.centralnic.com for other domain names.

8.5.3 The Customer acknowledges that its contact details, including where such details constitute Personal Data such as name, address, phone numbers and email address, will be passed to the relevant naming authority. The Customer further acknowledges that it is a necessary requirement of being registered with the relevant naming authority that the Customer’s details be placed on the naming authority’s "who is" database which is publicly viewable on the naming authority’s website. The Customer hereby consents to its details being dealt with in the manner stated in this clause and in the relevant naming authority’s terms and conditions.

8.5.4 The Customer hereby irrevocably waives any claims the Customer may have against Internet Direct (Chichester) Limited in respect of any decision of a naming authority to refuse to register a domain name and, without limitation, the Customer acknowledges and agrees that any administration or other charge paid by the Customer in respect of the registration of the domain name is non-refundable in any event.

8.5.5 Internet Direct (Chichester) Limited accepts no responsibility in respect of the use of a domain name by the Customer and any dispute between the Customer and any other individual or organization regarding a domain name must be resolved between the parties concerned and Internet Direct (Chichester) Limited will take no part in any such dispute. Internet Direct (Chichester) Limited reserves the right, on becoming aware of such a dispute concerning a domain name, at our sole discretion and without giving any reason, to either suspend or cancel the relevant service associated with the domain name, and / or to make such representations to the relevant naming authority, as Internet Direct (Chichester) Limited deems appropriate.

8.6 Internet Direct (Chichester) Limited retains the right to withhold any the release of any Domain Name tag with the relevant naming authority until the Customer pays all Charges due under the Contract.

8.7 Any Internet Protocol address purchased by the Customer from Internet Direct (Chichester) Limited shall at all times remain Internet Direct (Chichester) Limited’s sole property and the Customer will have a non-transferable license to use such address for the duration of this Contract. If this Contract is terminated for whatever reason, the Customer’s license to use the Internet Protocol address shall automatically terminate and thereafter the Customer will not use such address.

8.8 The Customer acknowledges that its contact details, including where such details constitute Personal Data such as name, address, phone numbers and email address, will be passed to RIPE, the registry body for IP addresses. The Customer further acknowledges that it is a necessary requirement of being registered with RIPE that the Customer’s details be placed on the RIPE database which is publicly viewable on the RIPE website. The Customer hereby consents to its details being dealt with in the manner stated in this clause.


9. Intellectual Property Rights.

9.1 The Customer acknowledges that the Customer shall have no rights to any intellectual property rights in the service arising as a result of any use of the Service.

9.2 Any and all intellectual property rights used or embodied in or in connection with the Service shall be and remain the sole property of Internet Direct (Chichester) Limited or Internet Direct (Chichester) Limited's licensors. No title or intellectual property rights therein or in any modification or extension thereof shall pass to the Customer unless specifically stated under the Agreement.

9.3 For the avoidance of doubt, nothing in Clause 11.1 and 11.2 affects the intellectual property rights that the Customer may have in any content delivered or received using the Service.

9.4 The Customer acknowledges such title, interest and rights and the Customer shall not take any action to jeopardize, limit or interfere in any manner with Internet Direct (Chichester) Limited's (or any third party suppliers') title, interests or rights with respect to the Service, including but not limited to, using Internet Direct (Chichester) Limited's or the Carriers trademarks or trade name.

9.5 Where software is provided to enable the Customer or to use the Service, Internet Direct (Chichester) Limited grants the Customer, for the duration of this Agreement, a non-exclusive, non-transferable license to use the software for that purpose.

9.6 Except as permitted by applicable law as expressly permitted under this Agreement, the Customer must not, without Internet Direct (Chichester) Limited’s prior written consent, copy, de-compile or modify the software nor copy any manuals or documentation provided with the Service.


10 E-Mail Services

10.1 Any email accounts provided by Internet Direct (Chichester) Limited shall be restricted to 200MB per mailbox. Where any of the Customer’s mailboxes exceeds this size Internet Direct (Chichester) Limited may reject any new mail sent to the mailbox. Such rejected mail will be returned to the sender and will not be received by the Customer.


11 Limitation of Liability

11.1 The service will be provided without warranty or representation of any kind, whether express or implied Internet Direct (Chichester) Limited disclaims and excludes all such warranties and representations including without limitation any warranty or representation that the Service is free of defects, of satisfactory quality, fit for a particular purpose or non-infringing of third party rights. The Customer accepts all risks and liabilities associated with the use of the Service.

11.2 Nothing in this Agreement shall exclude or limit liability for death or personal injury resulting from the negligence of either party or their servants, agents or employees.

11.3 Neither party shall be liable in contract, tort, pre-contract or other representations (other than fraudulent or negligent misrepresentations) arising out of or in connection with this Agreement for:

· any economic losses (including, without limitation, loss of revenues, profits, contracts, or business); or
· any special, indirect or consequential losses or any destruction of data, arising out of or in connection with the provisions of this Agreement.

11.4 Subject to clauses 11.1 and 11.2 Internet Direct (Chichester) Limited's liability to the Customer in contract, tort, negligence, pre-contract or other representations arising out of or in connection with this Agreement or the performance or observation of its obligations under this Agreement shall be limited in aggregate to the charges paid, by the Customer under this Agreement.

11.5 Each provision of this Agreement, excluding or limiting liability, operates separately. If any part is held by a court to be unreasonable or inapplicable, the other parts shall continue to apply.

11.6 The Customer indemnifies Internet Direct (Chichester) Limited and its suppliers including any Carrier against any claims or damages arising from the Customers access to or use of the Service and any information, data or material produced, transmitted or downloaded on the Service.


12. Force Majeure

12.1 If either party is unable to perform any obligation under this Agreement because of a matter beyond that party's reasonable control such as lightning, flood, exceptionally severe weather, fire, explosion, war, civil disorder, industrial disputes (whether or not involving that party's employees), or acts of local or central Government or other competent authorities or events beyond the reasonable control of that party's suppliers, the party will have no liability to the other for that failure to perform.

12.2 If any of the events detailed in paragraph 12.1 continue for more than 3 months either party may serve notice on the other terminating this Agreement.


13. Termination

13.1 The Customer may terminate this Agreement after the Initial Period by giving 30 days written notice to Internet Direct (Chichester) Limited.

13.2 Either party may terminate this Agreement or the Service provided under it immediately, on notice, if the other:

· commits a material breach of this Agreement, which is capable of remedy, and fails to remedy the breach within 14 days of a written notice to do so;
· commits a material breach of this Agreement which cannot be remedied;
· is repeatedly in breach of this Agreement; or
· Is the subject of a bankruptcy order, or becomes insolvent, or makes any arrangement or composition with or assignment for the benefit of their creditors, or goes into voluntary (otherwise than for reconstruction or amalgamation), or compulsory liquidation or a receiver or administrator is appointed over their assets.

13.3 If any of the events detailed in 13.2 occur as a result of Customer default, Internet Direct (Chichester) Limited may suspend the Service without prejudice to its right to terminate this Agreement. Where the Service is suspended under this paragraph 13.3 the Customer must pay the charges for the Service until this Agreement is terminated.

13.4 Internet Direct (Chichester) Limited may terminate this Agreement immediately upon written notice to the Customer if:

· Internet Direct (Chichester) Limited is informed by the Carrier supporting the Service that the Carrier is required to cease the Service by a competent regulatory authority;
· the Carrier supporting the Service ceases to do so for whatever reason or changes the terms its provision of telecommunications services to Internet Direct (Chichester) Limited for the Service beyond the reasonable control of Internet Direct (Chichester) Limited; or
· the Customer fails to comply with any of the material terms or conditions of the Agreement and the Customer does not remedy such failure within 14 days of a request to do so.

13.5 Upon termination of this Agreement the Customer shall immediately stop using the Service and the Customer right to use the Service shall immediately terminate.

13.6 If either party delays in acting upon a breach of this Agreement that delay will not be regarded as a waiver of that breach. If either party waives a breach of this Agreement that waiver is limited to that particular breach.