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The Customer's use of the Service (as defined below) and/or acceptance of these Terms and Conditions ("Conditions") constitute the Customers agreement to be bound by these Conditions. These Conditions must be read in conjunction with netAerial.com Ltd’s (“netAerial”) Acceptable Use Policy ("AUP" or “the policy”), which may be subject to change from time to time. It is the Customer's responsibility to ensure that they comply with the policy in force at any given time.
These Conditions, together with netAerial's acceptable use policy, explain netAerial's responsibilities to the Customer and the Customer's responsibilities to netAerial and to other users of the Service. The policy in particular outlines what netAerial consider to be acceptable use of the Internet by our customers so that netAerial can take appropriate steps against those in breach of the policy.
The policy is integral part of these Conditions and, unless otherwise expressly stated, all references to Conditions include reference to the AUP.
1. Definitions
Please note some terms used in these Conditions will have a certain meaning:
"Agreement" means these Conditions together with the applicable Online Application and Acceptable Use Policy;
"Carrier" means any supplier of internet services to netAerial for the Service;
"Commencement Date" means the date when the Customer first receives Service.
"Customer" means the person or company who orders the Service or a person who netAerial reasonably believe is acting with the Customer's authority or knowledge.
"Customer Equipment" means equipment belonging to the Customer which the Customer uses to connect to the Service
"Minimum Period of Service" The minimum period of service is eighteen (18) months, renewable monthly thereafter.
"netAerial" means netAerial.com Limited, Europa House, Barcroft Street, Bury, Manchester, BL9 5BT.
"netAerial System" means the network and internet system which netAerial runs and, for the purpose of this Agreement, any apparatus leased by, or otherwise obtained by, netAerial from a third party.
"netAerial Website" includes all websites which netAerial may run, including www.netAerial.com
"Premises" means the Customer's premises where the Service is to be received.
"Service" means the connection and supply of network and internet services capable of supporting IP services at the Premises and the provision of network and internet services as detailed on our website.
"Online Application" means the Online Application document that Customer completes to apply for the Service
2. Fees
2.1 netAerial shall provide the Customer with the Service for the fees as set out on the Online Application. These fees are payable monthly in advance from the start of the Minimum Period of Service. Payment will be due on the date specified on the invoice. Failure to provide payment by the due date will automatically result in temporary suspension of the service without notification. Suspended service can only be re-activated on receipt of cleared funds. Except where the Service is terminated by netAerial without cause or where the customer moves out of an area of network coverage, the Customer shall not be entitled to a refund of subscriptions. In the case where the service is terminated by the customer moving away from the coverage area, and they have more than 6 months of service remaining prepaid, netAerial will refund the remaining period less 6 months to cover administration costs.
2.2 The installation fee as specified on the Online Application is payable in advance.
3.3 All fees are subject to change from time to time. netAerial will contact you in the event of any such changes.
3. Term and Termination
3.1 This Agreement will commence on the Commencement Date and shall continue for a term equivalent to the subscription period paid by the Customer until the expiry of that subscription period or the Agreement is terminated in accordance with the terms hereof ("the Term") subject to the provisions of paragraph 3.3
3.2 The Minimum Period of Service does not prevent netAerial from suspending or terminating the Service under paragraphs 3 and 8 of this Agreement.
3.3 The Customer may end this Agreement after the Minimum Period of Service by giving netAerial not less than thirty (30) days written notice expiring no earlier than the end of the Minimum Period of Service. If a Customer wishes to end this Agreement before the end of the Minimum Period of Service, netAerial shall be entitled to charge the Customer fees which would have been payable by the Customer for the balance of the Minimum Period of Service.
3.4 The Customer may do so by writing to netAerial using one of the methods mentioned in 13.1, indicating the Customer's intention to cancel.
3.5 netAerial may end this Agreement immediately upon written notice to the Customer if:
3.5.1 it becomes unlawful for (i) netAerial to continue to provide the Service; or (ii) netAerial is required to cease the Service by a competent regulatory authority; or
3.5.2 The Customer (or a third party acting on the Customer's behalf or instruction) fail to comply with any of the material Conditions or conditions of this Agreement including the Customer's obligation to pay and the Customer does not remedy such failure within fifteen (15) days of a request to do so.
3.5.3 The Customer take (or cause or permit a third party to take) any action in breach of netAerial's rights to the Confidential Information.
3.6 The provisions of this Agreement regarding Confidential Information and limitation of liability shall survive the termination of the Agreement.
3.7 Upon termination of this Agreement the Customer shall immediately stop using the Service and the Customer's right to use Service shall immediately terminate.
4. Service Provision
4.1 The Service is described on the web site at www.netAerial.com
4.2 The provisions of the Online Application are binding on netAerial once netAerial confirm to the Customer acceptance of the Customer's order. The Customer agrees to receive the Service and pay the fees for the Service as specified in this Agreement.
4.3 netAerial will provide the Service to the Customer in accordance with the Conditions of this Agreement and with reasonable skill and care. Where it is technically impracticable to provide the Service or the internet services free of faults (such as where it is impossible to achieve sufficient signal quality) netAerial does not undertake to do so.
4.4 netAerial will use its reasonable endeavours to provide a prompt and continuing Service but will not be liable for any loss of data resulting from service interruptions caused by events beyond the control of netAerial, or by errors or omissions of the Customer.
4.5 netAerial exclude all and any warranties and conditions of any kind, whether express or implied, in respect of the Service and any content or data obtained or downloaded from it or the accuracy of information received through it.
4.6 To use the Service, the Customer needs to supply netAerial with certain details on the Customer's Online Application. netAerial will respect the privacy of this information and will comply with applicable data protection legislation in respect of it.
4.7 The Customer acknowledges that the Service will depend upon the characteristics of the wireless signal quality and that it may not be possible to supply the Service. In this event netAerial shall have the right to terminate this Agreement without liability to the Customer.
4.8 From time to time certain netAerial points, servers, or the whole or part of the netAerial network may be closed down for routine repair or maintenance work. netAerial or its authorised representative shall give as much notice as in the circumstances is reasonable and netAerial shall endeavour to carry out such works during the scheduled maintenance periods as published from time to time.
4.9 netAerial may occasionally have to interrupt the Service or change the technical specification of the Service for operational reasons or because of an emergency. netAerial will give the Customer as much notice as possible of any planned interruption of the Customer's Service. In these circumstances The Customer shall have no claim against netAerial for any such interruption.
4.10 netAerial will correct reported faults as soon as possible. Should the Customer encounter a fault with the Service the Customer should report the fault by telephone to the netAerial helpdesk on 0845 22 60 830.
4.11 Except as otherwise expressly permitted in these Conditions, and in addition to other restrictions herein, the Customer may not:
4.11.1 redistribute, encumber, sell rent, lease, sub-license, copy or use the Service or otherwise transfer rights to the use of the Service to any third party, whether in whole or in part;
4.11.2 disclose Service features, errors or viruses to any third party without netAerial's prior written consent;
4.11.3 modify the Service without netAerial's prior written consent.
4.11.4 netAerial reserves the right to remove e-mail from netAerial servers that is left for a period of more than three months.
5. Customer Equipment
5.1 The Customer shall be responsible for the repair and maintenance of any Customer Equipment used in order to obtain or use the Service.
5.2 The Customer shall ensure that such Customer Equipment complies with any applicable law. The Customer shall immediately disconnect any such apparatus if such apparatus does not, or ceases to, conform to applicable standards (if any) for the time being in force.
netAerial reserves the right to disconnect any apparatus used by the Customer if the Customer does not fulfil their obligations under this Clause or if, in the opinion of netAerial, such apparatus may cause the death of or personal injury to any person, or damage to property, or materially impair the quality of any network and internet service provided by means of the netAerial Systems, and the Customer agrees to disconnect such apparatus at the request of netAerial.
6. The Customer's Use of The Service
6.1 The Customer must ensure that their use of the Service complies at all times with the Terms and Conditions and the Acceptable Use Policy available on netAerial’s website.
6.2 The Customer will co-operate with netAerial's reasonable requests for information regarding the Customer's use of the Service and supply such information without delay.
6.3 Where the Customer uses the Service to reach networks and services not operated by netAerial, the Customer will abide by the acceptable use policies or terms and conditions imposed by the operators of those networks and services.
6.4 The Customer warrants that:
6.4.1 it, as the registered user of the account, will keep the username and password secure and not let them become public knowledge and that the password will not be stored anywhere on a computer in plain text
6.4.2 if the password becomes known to any other unauthorised user the Customer will inform netAerial or its authorised representative immediately;
6.4.3 any breach of these obligations shall entitle netAerial to immediately terminate the Service to the Customer without notice.
6.5 Use by others: The Customer acknowledges that netAerial is unable to exercise control over the content of information passing over the netAerial network or via the Service, and netAerial hereby excludes all liability of any kind for the transmission or reception of infringing information of whatever nature.
7. Disclaimer of Warranties
7.1 THE SERVICE WILL BE PROVIDED TO THE CUSTOMER "AS IS", WITHOUT WARRANTY OR REPRESENTATION OF ANY KIND, WHETHER EXPRESS OR IMPLIED. netAerial DISCLAIMS AND EXCLUDES ALL SUCH WARRANTIES AND REPRESENTATIONS INCLUDING WITHOUT LIMITATION ANY WARRANTY OR REPRESENTATION THAT THE SERVICE IS FREE OF DEFECTS AND VIRUSES, OF SATISFACTORY QUALITY, FIT FOR A PARTICULAR PURPOSE OR NON-INFRINGING OF THIRD PARTY RIGHTS. FURTHER, netAerial DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTIES THAT MIGHT ARISE FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICE. THE CUSTOMER ACCEPTS ALL RISKS AND LIABILITIES ASSOCIATED WITH THE CUSTOMER'S USE OF THE SERVICE.
8. Breach of Conditions
8.1 netAerial shall investigate any suspected or alleged breach of these Conditions or any suspected compromise to it's network systems or security and in doing so netAerial will act reasonably and fairly at all times.
8.2 netAerial reserve the right to take any action netAerial deem appropriate and proportionate to the breach of the Conditions.
8.3 If netAerial decide that the Customer has breached the Conditions, netAerial will use reasonable endeavours to ensure that the Customer is made aware of the breach without suspension or termination of the Service. However it may be necessary, due to the severity of the breach, to suspend or end the Service whilst details of the breach are investigated further. netAerial reserve the right to suspend or end the Customers Account at it's sole discretion without refund, and make an additional charge for all reasonable costs incurred due to investigating and dealing with the misuse and/or blocking access to any component(s) of the Service.
8.4 The Customer must notify netAerial immediately in writing of any allegation of infringement of any intellectual property rights prompted by its use of the Service. The Customer may not make an admission relating to an alleged infringement. The Customer must allow netAerial, or at netAerial's election, the Carrier, to conduct all negotiations and proceedings and give netAerial or the Carrier all reasonable assistance in doing so. The Customer must allow any part of the Service to be modified so as to avoid continuation of the alleged infringement.
9. Limitation on Liability
9.1 Nothing in this Agreement shall exclude or limit liability for
(a) death or personal injury resulting from the negligence of either party or their servants, agents or employees or
(b) fraud.
9.2 netAerial shall not be liable in contract, tort, pre-contract or other representations (other than fraudulent or negligent misrepresentations) or otherwise arising out of or in connection with this Agreement for:
9.2.1 any economic losses (including, without limitation, loss of revenues, profits, contracts, business or anticipated savings); or
9.2.2 any loss of goodwill or reputation; or
9.2.3 any special, indirect or consequential losses or any destruction of data, in any case, whether or not such losses were within the contemplation of the parties at the date of this Agreement, suffered or incurred by that party arising out or in connection with the provisions of, or any matter under this Agreement.
9.3 Subject to paragraphs 10.1 and 10.2 netAerial'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 £250.
9.4 Each provision of this paragraph 10 excluding or limiting liability shall be construed separately, applying and surviving even it for any reason any other provision does not remain in force, notwithstanding the expiry or termination of this Agreement.
9.5 The Customer is solely responsible for any liability arising out of any content provided by the Customer and/or any material to which other users can link to through such content.
10. Indemnity
10.1 The Customer agrees to indemnify and hold netAerial harmless for all liabilities, loss, claims and expenses that may arise from (a) any breach of these Conditions by the Customer; and (b) any transmission or receipt of any content or message which the Customer has requested or made using the Service.
11. Data Protection/Personal Details
11.1 netAerial may retain the Customer's personal data, and the Customer authorise netAerial to use their personal data, for the following purposes:
11.1.1 provision of the Service to the Customer;
11.1.2 keeping of a record for a reasonable period after termination of the Customer's Service;
11.1.3 operation and enforcement of these Conditions;
11.1.4 technical maintenance;
11.1.5 providing the Customer with information about other services netAerial offer, subject to the Customer's right to opt out of receiving such information;
11.1.6 legal compliance including disclosing it to any third party who netAerial reasonably consider has a legitimate interest in any such investigation or its outcome.
11.2 It is the Customer's responsibility to keep the personal data that the Customer provided to netAerial up to date. netAerial may send notices or other information to the Customer at the address the Customer give netAerial. The Customer should notify netAerial immediately of any change to the Customer's information by sending netAerial an email to .
12. Notices
12.1 Any notice required or permitted under the Agreement must be in English and in writing. The Customer must send any such notice to netAerial via one of the following methods:
(a) send it to netAerial Ltd., Europa House, Barcroft Street, Bury, Gt Manchester, BL9 5BT; or
(c) send it by email to admin@netAerial.com
12.2 Any notice to be sent to the Customer will be sent either to the address which the Customer provided on the Online Application or to the email address registered with netAerial.
13. Assignment
13.1 netAerial reserve the right to assign or sub-contract any or all of its rights and obligations under this Agreement without the Customer's further consent to such assignment or sub-contract.
13.2 The Customer may not sell, lease, sub-licence, assign or otherwise transfer, whether in whole or in part, by operation of law or otherwise, the Agreement or any rights or obligations therein without the prior express written consent of netAerial.
14. Matters Beyond The Parties' Reasonable Control
14.1 If either party is unable to perform any of its obligations under this Agreement because of a matter beyond that party's reasonable control including, but not limited to, lightning, flood, exceptionally severe weather, fire, explosion, war, civil disorder, industrial disputes, or acts of local or central Government or other competent authorities or acts or omissions of third party internet service providers, that party shall have no liability to the other for such failure to perform its obligations.
15. Proprietary Rights
15.1 All title, interests, and rights (including intellectual property rights) in the Service remain in netAerial and/or its suppliers. The Customer acknowledge such title, interest and rights and the Customer shall not take any action to jeopardise, limit or interfere in any manner with netAerial's (or any third party supplier's) title, interests or rights with respect to the Service including, but not limited to, using its trademarks or trade name.
15.2 Title and related rights in any content accessed through the Service are the property of the applicable content owner and are protected by applicable laws. The right to use granted to the Customer under this Agreement gives the Customer no rights to such content. If the Customer wishes to use such content, the Customer must ensure that he has the appropriate consent or licence of the content owner.
16. Amendment of Conditions
16.1 netAerial reserve the right to add to and/or amend the Conditions at any time. Such changes shall be notified to the Customer by posting on the Terms & Conditions section of the Website.
16.2 Changes in this manner shall be deemed to have been accepted if the Customer continues to use the Service after a period of two weeks from the date of posting on the Website. Changes will be notified to users by posting a news article on the front page of the website.
17. Miscellaneous
17.1 The Agreement will constitute the entire agreement between the parties concerning the subject matter of these Conditions. It will supersede all prior and contemporaneous agreements, communications and representations (except for fraudulent or negligent misrepresentations) whether oral or written, between the parties relating to the subject matter of these Conditions, and all past courses of dealing or industry custom. The Agreement will prevail over any other conflicting written instrument or other notice the Customer may submit to netAerial.
17.2 Any amendment to the standard terms of the Agreement must be in writing and signed by an authorised representative of each party.
17.3 The Agreement shall be governed by the laws of England and the parties submit to the non-exclusive jurisdiction of the Courts of England.
17.4 In the event of a dispute between the parties, the parties will attempt in good faith to resolve the dispute or claim arising out of or relating to the Agreement promptly through negotiations between the respective representatives of the parties who have authority to settle the same.
17.5 If any provision of the Agreement (whether in part or in whole) is held by a court of competent jurisdiction to be illegal, invalid or unenforceable the remaining provisions of the Agreement shall remain in full force and effect.
17.6 Any waiver of any breach of any provision of the Agreement will not constitute a waiver of any prior, concurrent or subsequent breach of the same or any other provisions of the Agreement. A waiver of a provision or breach of a provision of the Agreement will only be effective if made in writing and signed by an authorised representative of the waiving party.
17.7 Any licence granted under the Agreement will not create a partnership, joint venture, agency relationship or franchise relationship.
17.8 Notwithstanding any other provision in this Agreement, nothing in this Agreement will create or confer any rights or other benefits whether pursuant to the Contracts (Rights of Third Parties) Act 1999 or otherwise in favour of any person other than the Customer or netAerial.
17.9 The headings to the sections of these Conditions are for convenience only and have no substantive meaning.
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