Terms & conditions

ADSL Terms and Conditions

Terms & Conditions for the use of our Internet Services

The Terms & Conditions below are additional to Our Standard Terms & Conditions. Our acceptance of Your order will create the Agreement between You and Us for the Services.

All orders are subject to these Terms. If You do not agree with any of these Terms, You should notify Us of Your intention to cancel Your order as detailed in clause 6.8 of Part A below.

Part A

1 DEFINITIONS

1.1 In these Terms, the following words shall (unless the context otherwise requires) have the following meanings:

Acceptable Use Policy – the acceptable use policy posted on Our Web Site (as amended from time to time);

Additional Charges - any charges additional to the Fees that may be invoiced by Us to You in accordance with these Terms (whether by virtue of a specific provision or otherwise and including, without limitation, the Cease Charge fee as detailed in Part B), which will be charged at Our current standard rates or otherwise calculated on a time and materials basis, as amended from time to time;

Agreement - these Terms and the Order Form;

BT - British Telecommunications PLC;

Carrier - any supplier to Us from time to time of telecommunications services in respect of the Service;

Early Termination Fee – shall have the meaning given to it for the particular Service, as detailed in Part B;

Equipment – any hardware supplied by Us to You in order for You to receive the Service;

Fair Use Policy – the fair use policy posted on Our Web Site (as amended from time to time);

Fees - the amount(s) payable by You (excluding VAT) for or relating to the Services set out in Part B;

IPR - all patents, copyright, moral rights, design rights, know-how, Confidential Information, database rights, trademarks and service marks together with applications to register any of the above (where applicable);

Order Form - the on-line form signed by You in respect of the Services;

Party - You and Us;

Services - the services listed on the Order Form and in respect of each specific terms are set out in Part B and the detailed specifications are set out in the relevant Product Information Sheet displayed on our Web Site;

Start Date - the earliest of the Start Dates set out in Part B;

Terms - these terms and conditions consisting of Part A and Part B;

Us, We, Our – Pink Connect Ltd

Your, You - the organisation or person requiring the Services whose details are set out in the Order Form;

Web Site - www.pinkconnect.com.

1.2 Words in the singular include the plural and vice versa. A reference to one gender includes a reference to the other gender.

2 OUR OBLIGATIONS

2.1 We agree to provide to You the Services for the Fees.

2.2 We will use all reasonable endeavours to provide the Services without interruption and materially error free.

2.3 You acknowledge that our obligations may be carried out on our behalf by a Carrier or other sub-contractor or agent.

2.4 Your bill will be calculated using data recorded by Us and not from Your own records. Our billing systems will meet standards of accuracy approved by our industry regulator.

3 YOUR OBLIGATIONS

3.1 You agree to pay the Fees as shown on our Price List.

3.2 We will issue invoices to You for the Fees electronically. We will (i) send the invoice to You as a pdf attachment to an email. You must ensure that the email address is correct and shall notify Us immediately if Your email address changes. The invoice shall be deemed received by You, upon sending (i) the email attaching Your invoice. We reserve the right to issue a paper invoice to You should We deem it appropriate in Our sole discretion. Any request to send Your invoices to You by post, instead of issuing Your invoices electronically, shall be subject to Our express agreement to do so.

3.3 We may change our Fees, call rates or any similar charges from time to time but will aim to let You know at least one (1) month in advance of any change We are making. We may also change any other charges such as those imposed on Us by Our third party suppliers, including the Cease Charge fees (defined in Section B – Broadband Services below), from time to time and will aim to let You have reasonable notice of any such changes in advance of the change being made. You may terminate this Agreement by providing Us with one (1) month notice following Our notice to You of the changes detailed in this clause, if such change should cause a material detriment to You. If You do not provide notice to terminate the Agreement within one (1) month following Our notice of the change to You, You will be deemed to have accepted the change. You must pay by Direct Debit from a bank account. We may vary these methods from time to time. You must provide Us with all necessary information and authority We need to set up a variable Direct Debit. We shall be entitled to withhold our Services if Your bank has not confirmed that the Direct Debit has been established. You agree that You shall pay an Additional Charge if You pay using a Credit Card.

3.4 You are responsible for the cost of all charges You incur while Using the Services (whether You make the calls or someone else does). We may apply a usage limit to Your account. If You reach Your usage limit during any billing period We will inform You promptly and, if You do not immediately pay at least half the charges incurred, We may suspend the Services. However, You will still be responsible for all charges incurred using the Services, including those that exceed the limit.

3.5 All Fees due under this Agreement will be payable within 14 days of the date of the relevant invoice, and will be paid in full without any set-off, deduction or withholding of any kind.

3.6 If You dispute payment of the Fees or Additional Charges, in whole or in part, You should contact Us immediately, and no later than 10 Working Days following receipt of Your invoice or prior to Our collecting payment from You, to discuss Your complaint. Any disputes regarding the Fees should be made in accordance with the complaints procedure as detailed at Clause 8.14. Subject to You notifying Us of Your dispute and making payment of any Fees or Additional Charges that You do not dispute, in accordance with this Agreement, We will suspend payment of any interest or late payment charges and will not instruct a debt-collection agent, until We resolve the dispute with You.

3.7 You agree that all information You have given to Us is correct and that You will inform Us if it changes. You accept that You will be liable for Additional Charges if You give Us incorrect information that We act on.

3.8 You agree to indemnify Us and any Carrier against any loss either of Us may suffer from Your use of the Services.

3.9 You agree that You will:

3.9.1 comply with any reasonable instructions or directions issued by Us from time to time in respect of the Services and that You will comply at all times with all relevant policies Fair Usage Policy and Acceptable Use Policy. If We make any other changes to Our policies, We shall provide You with one (1) months notice of such changes. You may terminate this Agreement by providing Us with one (1) month notice following Our notice to You of the changes detailed in this clause, if such change should cause a material detriment to You. If You do not provide notice to terminate the Agreement within one (1) month following Our notice of the change to You, You will be deemed to have accepted the change;

3.9.2 fully indemnify Us against any costs and claims from any third party resulting from Your acts or omissions in respect of the Services; and

3.9.3 comply with all applicable legislation (including but not limited to matters arising under the Data Protection Act 1998 and the Regulation of Investigatory Powers Act 2000).

3.10 You agree that You will not (and You will ensure that Your employees, agents and sub-contractors do not):

3.10.1 use the Services for any unlawful purpose or in contravention of any English or other law. This includes but is not limited to:

a. any act or omission which will or is likely to infringe the intellectual property rights of a third party;

b. the transmission, display, downloading or uploading of any material or text which is or is likely to be construed as defamatory, offensive, abusive, obscene or which will or is likely to cause unnecessary anxiety or inconvenience to a third party;

c. use of the Services in any way which is or is likely to violate or infringe the rights of any individual, firm or company in the United Kingdom or elsewhere.

3.11.2 send or procure the sending of unsolicited advertising or promotional material; or

3.11.3 use the Services in a way that does not comply with any instructions given by Us for reasons of health, safety or the quality of the Carrier's telecommunications services or our system; or

3.11.4 use the Services in anyway that will or is likely to make excessive use of our network (including but not limited to spamming).

3.12 The person signing the Order Form warrants his or her authority to bind You to this Agreement.

3.13 We reserve the right from time to time to pass on to You any charges levied against us by a Carrier or any other third party supplier.

4 LIABILITY

4.1 Save as required by law and as expressly provided in these Terms, We do not warrant the Services or the Equipment against failure of performance. We disclaim and you waive all other warranties, express or implied, with respect to the services or the equipment, arising by law or otherwise, including, without limitation any implied warranty of satisfactory quality, fitness for a particular purpose and any obligation, liability, right, remedy, claim in tort, notwithstanding any fault, negligence, strict liability or product liability of us (whether express or implied) so far as the law permits.

4.2 You agree that We are not liable in contract or tort (other than fraudulent or negligent misrepresentation) or otherwise arising out of or in connection with these Terms for economic loss (including, without limitation, loss of revenue, profits, contracts, business or anticipated savings), loss of goodwill or reputation, indirect or consequential losses whether or not such losses Were within our contemplation, suffered or incurred by You or any third party arising out or in connection with the provisions of the Services (or any part of them).

4.3 Subject to clause 4.4 our total aggregate liability to You arising out of or in connection with this Agreement and the performance or observation of our obligations under it shall be limited to the greater of: (a) the amount paid by You to Us in the twelve months prior to the date on which Your claim arose; and (b) £1,000.

4.4 Nothing in this Agreement shall: (a) exclude or limit liability for death or personal injury resulting from our negligence or that of the carrier, our employees or sub-contractors; or (b) affect Your statutory rights if You are a consumer.

4.5 We will not be liable to You in any circumstances for or in connection with any merchandise, information, and/or products provided or accessed via the internet.

5 PROPRIETARY RIGHTS

5 Title in any Equipment We provide to You, in connection with the Services, will pass to You: (i) on Our receipt of payment of the Fees for the Equipment in full; (ii) on expiry of the Fixed Period; or (iii) on Our receipt of payment of the Early Termination Fee, if You cancel the Services during the Fixed Period, whichever occurs earlier. We reserve the right to request Your return of the Equipment to Us, in an as new and good working condition, at Your cost and expense, in the event of Your cancellation during the Fixed Period. If You fail to return the Equipment within 5 working days from the date of Our request, or if the Equipment is deemed by Us, in Our sole discretion, to be damaged, You shall incur a charge equal to Our standard retail prices for the Equipment, as detailed on Our Web Site.

6 TERMINATION/SUSPENSION AND SERVICE REGRADES

6.1 Independent of any additional rights to terminate set out in Part B, We may terminate or suspend Your use of the Services (or any of them) at any time, at our sole discretion and without notice, if You breach any term of these Terms or we have reason to believe that You have or may have breached any of these Terms (including but not limited to where a third party has alleged that there has been some act or omission by You that may amount to a breach).

6.2 Subject to the provisions of Part B: SDSL Connection, which requires three months prior notice of termination, or unless terminated as set out elsewhere, this Agreement will continue until You give Us at least thirty (30) days' written notice. Such notice will terminate this Agreement. You should contact the Customer Services Team by post to inform Us of Your intention to terminate this Agreement.

6.3 Termination by You in certain circumstances may incur an Early Termination Fee and a Cease Charge fee. Where this is the case this will be set out in Part B. We will not charge an Early Termination Fee if You terminate the Service pursuant to clause 3.3 or 3.10.1.

6.4 If We are in material breach of these Terms, You may terminate this Agreement by giving Us reasonable written notice.

6.5 Upon termination of this Agreement for any reason Your right to use the Service(s) shall immediately terminate and You shall immediately stop using the Service.

6.6 Within a reasonable time following termination of the Agreement (i) any node name allocated to You by Us for use with the Services, or any email address that You choose to create, will be deleted and/or made available to any of Our other customers; and (ii) Your web space will be automatically deleted. We will not be liable for any losses You incur as a result of this.

6.7 We can also end the Agreement immediately if: (a) You become bankrupt, or (b) the Services are used for any illegal or fraudulent purposes, or (c) You have broken any term of the Agreement (but, if it can be remedied, We will give You 7 days to put that breach right); and/ or (d) any payment is not made when it is due.

6.8 Subject to any provisions set out in the relevant Part B, in respect of the Services, You shall be able to request changes to the Services, at any time through the Web Site. Such changes shall be called "Service Regrades". We shall either accept or reject Your request by email as soon as reasonably possible following Our receipt of Your request for a Service Regrade. There may be limitations with the Services that may require Us to reject Your Service Regrade request. In such circumstances, We may suggest a Service Regrade that We are able to supply to You. Once We have reached agreement regarding the Service Regrade, We shall make the Service Regrade required available to You, subject to these Terms, and as detailed further below:

6.8.1 The Fees shall be in accordance with the Service Regrade You chose and You shall be liable for the payment of such Fees from the date of the implementation of the Service Regrade.

7 CONFIDENTIALITY

7.1 Each of Us shall while We are providing Services under these Terms and thereafter keep secret and confidential all business, technical or commercial information disclosed to one of Us by the other or otherwise which belongs to the other its sub-contractors, carriers, telecommunication providers or clients (and shall procure that its agents and/or employees are similarly bound) and shall not disclose the same to any person save to the extent necessary to perform its obligations in accordance with the terms of these Terms or save as expressly authorised in writing to be disclosed by the other.

8 GENERAL

8.1 You accept that We may have to disclose information about You to governmental organisations (including the police) or to other third parties, in respect of Your use of the Services. If We are requested to disclose such information, We will do so in accordance with Our obligations as set out in legislation or as required by an order of the court. Subject to any legal prohibitions to the contrary, We will notify You of such disclosure as soon as reasonably possible.

8.2We shall not be liable for any breach of our obligations hereunder resulting from causes beyond our reasonable control including but not limited to fires, strikes (of own or other employees) insurrection, or riots, embargoes or delays in transportation, inability to obtain supplies, acts of local or central Government or other competent authorities or acts or omissions of third party telecommunications service providers.

8.3 You may not sell, lease, sub-licence, assign or otherwise transfer, whether in whole or in part, by operation of law or otherwise, the rights or obligations (including the Services) arising under these Terms without our prior written consent.

8.4 Notwithstanding any provision to the contrary, nothing in these Terms will create or confer any rights or other benefits whether in accordance with the Contracts (Rights of Third Parties) Act 1999 or otherwise in favour of any person other than You, Us or the Carrier.

9 FAULTS IN THE SERVICE

9.1 You will immediately upon becoming aware of the same report any fault in the Equipment or the Service to Us by e-mail support@pinkconnect.com or by telephone on the number published at www.pinkconnect.com.

9.2 You acknowledge that occasionally We and/or our Carrier may have to temporarily interrupt the Service or change the specification of the Service for operational reasons or because of an emergency. In these circumstances You shall have no claim against Us for any such interruption or change.

9.3 We warrant that the Equipment will be of satisfactory quality and reasonably fit for the purpose intended for a period of 12 months from the Start Date (the "Warranty Period"). If during the Warranty Period the Equipment becomes defective, You should return it to Us, at no charge to You. We shall repair the Equipment or replace it, at our sole discretion and subject to any manufacturer?s warranty, with Equipment of no less quality than the Equipment being replaced. The replacement Equipment shall benefit from the remaining term of the Warranty Period. If, in our reasonable opinion, We discover that (i) the defects to the Equipment have been caused as a result of Your negligent acts or omissions; or (ii) there are no defects to the Equipment, We shall be entitled to charge You for the cost of the Equipment and such of Our reasonable costs as We may have incurred, including the costs of the postage of the Equipment, pursuant to this clause 9.3.

Part B – Broadband Services

BACKGROUND

This section of Part B relates solely to the supply of the Broadband Service.

We will be relying on third party telecommunication suppliers (the Carrier) and our ability to provide You with the Broadband Service is, in part, reliant on them.

1 DEFINITIONS

1.1 In this Part, the following terms shall have the following meanings:

Acceptance Test - the tests carried out by Us or our representatives to determine the proper operation of the Service;

Act – the Communications Act 2003, the Telecommunications Act 1984 (as amended) and the Electronic Communications Act 2000;

The Carrier – BT or any other third party provider through whom we will provide the Broadband Service.

Cease Charge fee – the fee which We reserve the right to charge You in the circumstances set out in clause 7.2 below.

Communications Line - the telecommunications system that You have notified Us that You use to obtain telecommunications services over Your telephone network at the Premises;

Start Date - the date when the first Acceptance Test is satisfactorily completed;

Move Date - the date following Your home/office move when the Acceptance Test is satisfactorily completed;

Fee - the amount as set out in the Order Form (or as detailed on Our Web Site), which may include a set-up charge, a regrade charge and/or Usage fees;

Early Termination Fee – means either (i) the Fees payable by You from the date of termination to the expiry of the Fixed Period; (ii) the actual costs incurred by Us in terminating the Services at Your current Premises, if You request a home/office move following the expiry of the Fixed Period at Your current Premises; or (iii) the actual costs incurred by Us in terminating the Services prior to Your Start Date, if You cancel the Services prior to the Start Date, without limiting any rights You may have pursuant to clause 6.9 or 6.10 of Part 1.

Premises - the Site address identified in the order form;

Service - the installation, connection and supply of a telecommunications system (either by Us or by a Carrier chosen by Us) capable of supporting Broadband services to You at the Premises and the provision of the telecommunication services over such system;

Fixed Period - a period of 12 months or 18 months, as defined in the product description, commencing on the Start Date (or the Move Date for any home/office move);

Business Broadband – a Service provided to Business customers;

Home Broadband – a Service provided to Residential customers;

Home/Office Broadband - a Service provided to Business customers with ROAM Wireless Broadband Services (as detailed in Part B - ROAM Wireless Broadband);

Usage - the amount of data transferred over the Service to You measured in gigabytes (GB) (both downloads and uploads);

Monthly Usage Allowance - the Usage included with the Home Broadband Service, the Business Broadband and/or the Home/Office Broadband Service, as defined in the product description.

DSLAM – digital subscriber line access multiplexer;

Line Rate - the rate of connection between Your Equipment and the Carrier?s equipment (DSLAM) located at the local exchange.

Maximum Stable Rate - the maximum Line Rate the Service is expected to achieve on Your Communications Line, calculated on a per line basis as further detailed in the product description.

MAC – Migration Authority Code, a code issued by Us to You on request if You want to change broadband provider.

Rate Adaptation – the automatic negotiation of the best Line Rate between the DSLAM and Your Equipment, based on the settings within the Carrier Network, line characteristics and conditions. Rate adaptation can occur several times a day, thus resetting the rate between Your Equipment and the DSLAM.

Stabilisation Period - a period of up to 10 calendar days commencing from the date that You first use the Service following the Start Date, during which time the Maximum Stable Rate will be established for Your connection.

2 INSTALLATION

2.1 We will endeavour to provide the Service as soon as possible.

2.3 You acknowledge and agree that:

2.4 Our management of the network traffic and the priority that may be applied to the Service that You have purchased from Us and/or the type of traffic that You generate, and therefore We are unable to guarantee the speed or stability of Your Service.

2.5 You acknowledge that You have the ability to set the priority levels of Your internet activity through the Service. We will endeavour to provide You with the Service in accordance with the priority levels that You set. However, We do not accept any responsibility for the speed or stability of the Service Your receive as a consequence of Your settings.

2.6 If, for any reason, We are unable to supply the Service requested by You on the Order Form, We shall notify You that we are unable to supply the Service and shall suggest alternative Services that We are able to offer, if any.

2.7 If, for any reason, the Carrier should be required to visit Your Premises to assist with the Installation or any fault reported thereafter, You may incur an Additional Charge. Further, You agree to pay any Additional Charges arising as a consequence of the Carrier responding to a fault and the Carrier either (i) determining that such fault has not occurred as a consequence of the Carrier or their network; or (ii) the visit being aborted for any reason.

3 YOUR OBLIGATIONS

3.1 You must notify Us immediately in writing of any allegation of infringement of any intellectual property rights prompted by Your use of the Service. You may not make an admission relating to an alleged infringement. You must allow Us, or at our election, the Carrier to conduct all negotiations and proceedings and give Us or the Carrier all reasonable assistance in doing so. You must allow any part of the Service to be modified so as to avoid continuation of the alleged infringement.

3.2 You will co-operate with our reasonable requests for information regarding Your use of the Service and supply such information without delay.

3.3 You will undertake not to resell the usage of Your Service to third parties.

3.4 You agree to comply with the terms of our Fair Usage Policy, as available from the Web Site.

4 RATE ADAPTATION AND STABILISATION

5.1 You acknowledge that Your Line Rate will be subject to Rate Adaptation. Rate Adaptation can occur several times each day and may change the Line Rate available to You. Such changes in the Line Rate may re-set Your connection to

5.2 The Service may provide upstream (and downstream) Rate Adaptation. If so, the maximum and minimum Line Rate available for the Service is detailed in the product description. Information regarding the maximum Line Rate available for the Services and the commitments We have made to Our customers in accordance with Ofcom?s Voluntary Code of Practice for ISP?s is available on Our Web Site.

5.3 If applicable, You acknowledge that the Stabilisation Period cannot commence and that the Carrier will not be able to establish a Maximum Stable Rate until you have installed the appropriate Equipment and the Communications Line is synchronised to the relevant DSLAM. We will notify You once a Maximum Stable Rate has been established. However, You acknowledge that the Maximum Stable Rate may be subject to change as further detailed in the product description.

6 FEES

6.1 If the Service You receive is subject to a Monthly Usage Allowance, You shall have sole responsibility for the amount of Usage and shall pay the Fees for each gigabyte or part thereof, of Usage over and above the Monthly Usage Allowance for the Service. We do not accept any liability or responsibility for the Fees that You may incur as a result of Usage of the Service, whether made innocently or with, or without, Your consent or knowledge. We will Endeavour to send regular warnings to You by notice to Your Account Address when You reach and/or exceed certain triggers of Your Monthly Usage Allowance, as described on Our Web Site. 6.2 For customers who have selected the home/office move package the following shall apply:

6.2.1 Your Service with Us at the current Premises will terminate and You may be liable to pay an Early Termination Fee. You may also be liable to pay any Additional Charges as set out in clause 7.2;

6.2.2 We will provide the Service to You at the new Premises, as soon as reasonably possible from the Move Date. Following the Move Date, We will provide the Service to You at the new Premises for a further Fixed Period;

6.2.3 Clause 2 of this Part B of the Agreement will apply to each home/office move and You acknowledge that We may have the right to terminate this Agreement as a result of Your home/office move, as set out in clause 2.3.1;

6.2.4 You acknowledge that We will not supply any new Equipment to You and that You will need to install the Equipment at the new Premises.

6.3 You shall be entitled to request Us to "fast-track? Your Order for the Services, subject to the payment of an Additional Charge (please see our price list).

7 TERM AND TERMINATION

7.1 We may terminate this Agreement immediately upon written notice to You if (for whatever reason):

7.1.1 it becomes unlawful for Us or the Carrier to continue to provide or support the Service; or

7.1.2 the Carrier supporting the Service ceases to do so for whatever reason or changes the terms in respect of the provision of telecommunications services to Us for the Service for reasons beyond our reasonable control.

7.2 You agree to pay any Additional Charges including the Cease Charge fee (or and other fees that Our Carrier levies against Us in such circumstances), and/or an Early Termination Fee, if applicable, if: a) You terminate the Service or the Service ends for any reason; (b) You move to another ISP without requesting and using a MAC; or (c) You request a home/office move.

8 FURTHER OBLIGATIONS

8.1 You shall obtain at Your expense all permissions, licences, registrations and approvals necessary for, or considered desirable by Us to deliver, install and maintain the Equipment or to provide the Services.

9 MAC PROVISION

9.1 You may request a MAC from Us at any time, by contacting the Customer Services Team by telephone or by post.

9.2 We will issue a MAC to You within 5 Working Days of Your request. Once We have issued a MAC to You, We will continue to charge You for Your Service until We have received confirmation that Your Service has been transferred to another supplier. If You have not used Your MAC within 30 days of the date of issue of the MAC to You, You may need to request a new MAC from Us.

9.3 We will accept Your request for a MAC as notice to cancel the Service, in accordance with clause 6 of Part A. However, We will not cancel the Service unless (i) You formally request Us to do so, pursuant to clause 9.4 below; or (ii) until We receive confirmation that Your Service has been transferred to another supplier, pursuant to clause 9.1 above; or (iii) We are permitted to do so pursuant to any other provision of this Agreement.

9.4 If We have agreed to supply a Service Regrade to You and You request a MAC during the Service Regrade process, You will be asked whether You would prefer to either (i) cancel the Service Regrade and receive a MAC within 5 Working Days; or (ii) receive a MAC on completion of the Service Regrade.

9.5 Following the provision of notice of cancellation of the Service by You, pursuant to clause 6 of Part A, We will issue a MAC to You within the 30 day cancellation notice period, if You so request. Please be aware that Your Service will cease on the expiry of the cancellation notice period, whether or not You have used the MAC, and We will not charge You for the Service following the expiry of the cancellation notice period. If You request a MAC from Us, You should use your MAC within 30 days of the date of issue of the MAC to You, to transfer Your service to an alternative service provider and before Your Service from Us ceases, in order to obtain uninterrupted service provision.

9.6 You may incur an Early Termination Fee if You transfer the Service, using a MAC, to an alternative supplier.