1. Definitions and Interpretations
1.1 The following definitions shall apply in this Agreement.
"Agreement" means these Conditions and Annexes hereto, the Customer Order, and any other document that the parties agree in writing will form part of the Agreement.
"Business" means but is not limited to a trade or profession.
"Charges"means any or all charges to the Customer payable to Net Business Limited as shown on our web site at www.netbusiness.co.uk whether for Internet access and/or any other Service which you purchase from Net Business Limited from time to time.
"Customer" means the Consumer or Business so named on the Customer Order with whom Net Business Limited enters into this Agreement. Also referred to as "you" in these Conditions.
"Customer Equipment" means any equipment provided by the Customer and not sold by Net Business Limited to the Customer under this Agreement.
"Customer Order" means the signup at www.netbusiness.co.uk completed by the Customer or other Customer order for Services.
"Domain Name" means any name and appropriate classification and/or geographic locator registered with an appropriate domain registry and converted to an Internet address by means of a Domain Name Server.
"Equipment" means goods provided by Net Business Limited to the Customer under this Agreement including Hardware, Software, documentation or other materials.
"Intellectual Property Right" includes patents, inventions, know-how, trade secrets and other confidential information, registered designs, copyright, database rights, design rights, rights affording equivalent protection to copyright, semiconductor topography rights, trade marks, service marks, logos, domain names, business names, trade names, moral rights, and all registrations or applications to register any of the aforementioned items, rights in the nature of any of the aforesaid items in any country or jurisdiction, rights in the nature of unfair competition rights and rights to sue for passing-off.
"Internet" means the global data network comprising interconnected networks using TCP/IP to which Net Business Limited is connected and provides access to its Customers.
"nominated third party" means any third party nominated by us to supply you with any Services pursuant to this Agreement.
"Password" means the alphanumeric characters chosen and used exclusively by the Customer at his own risk for the purpose of securing and maintaining the exclusivity of his access to Net Business Limited's service.
"Service" means Services provided by Net Business Limited to the Customer under this Agreement and includes all or any part of the range of Internet connectivity, subscriptions, content, services and applications provided to you by us.
"Software" means a program/programs used to operate computers and related devices.
"TCP/IP" means Transmission Control Protocol/Internet Protocol, the basic communication language or protocol of the Internet.
"User Name" means such sequence of alphanumeric characters as are used from time to time by the Customer to identify himself to other users of other computers to which Net Business Limited is from time to time connecting or otherwise forwarding data to and from the Customer.
"Working Days" means Monday to Friday, excluding Bank or other Public holidays in the United Kingdom.
1.2 In the event of any conflict (whether as to interpretation or otherwise) between the provisions of the Customer Order, these Conditions and Annexes, the provisions of any other Agreement or document referred to in these Conditions and Annexes the following order of precedence shall apply:
1.2.1 the Customer Order;
1.2.2 these Conditions and Annexes; and
1.2.3 any other Agreement or document.
2. Acceptance of Orders
Any Customer Order shall comprise an offer which must be expressly accepted by Net Business Limited before an Agreement is completed in accordance with clause 4. Net Business Limited reserves the right in its absolute discretion to refuse any such order. All Agreements are subject to the availability of the Service ordered.
3. The Service
3.1 Subject to these Conditions Net Business Limited will provide the Services specified in the Customer Order.
3.2 Domain Name registration is subject to the availability of the requested Domain Name. The Customer acknowledges and accepts that registration may take from 1 to 40 days from the date of payment and receipt of full details.
3.3. Domain Name renewals are the responsibility of the Customer. The Customer must not rely upon receiving notification from Net Business Limited or domain registrars, agents or resellers for domain renewals. It is the responsibility of the Customer to ensure that the renewal fee has been received by the registrar within the existing registration period. You should keep track of your domain renewal dates and renew them through Net Business Limited in good time.
3.4 Any date indicated by Net Business Limited as a date for connection is an estimate only and may be liable to change without prior notification to the Customer. Accordingly Net Business Limited will not be responsible for any delay in connection beyond such a date. We will use reasonable endeavours to provide you with reasonable notice of any delay.
3.5 The Customer must inform Net Business Limited of any change to their telephone, fax, email or other contact addresses prior to the change becoming effective.
4. When our Agreement with you starts
4.1 You can sign up for the Service online. By clicking on the "I Accept" button, you will be deemed to be making an offer to Net Business Limited on the basis of these Conditions and all related policies.
4.2 Acceptance is made when you receive notification of acceptance, or when the Service is activated, or when we accept receipt of the Charges (whichever is soonest) at which point, subject to clause 5 below, the Agreement shall commence. When we have processed your online sign-up registration, and received any Charges that are due from you, we will then provide you with the relevant Service.
4.3 Net Business Limited will use reasonable endeavours to provide the Service by the date agreed with the Customer, but all dates are estimates and Net Business Limited has no liability for any failure to meet any date.
4.4 The right to use the Service is personal to you or if you are a Business your employees. You must advise us if you suspect that someone else is using your account or is able to access your account.
4.5 You select the type of Service and duration of the Agreement during the completion of the Customer Order.
4.6 When we provide the Service to you, we promise to use all reasonable skill and care of a competent Internet Service Provider.
4.7 The terms of this Agreement shall prevail over any terms and conditions from the Customer with whom we are dealing.
5. Cancellation
5.1 If you are a Consumer:
5.1.1 Agreements for the purchase of Services made over the telephone or through our web site, or by mail order, are, with the exception of certain excepted Agreements subject to The Consumer Protection (Distance Selling) Regulations 2000 ("the Regulations").
5.1.2 If you have purchased Services then you may cancel this Agreement in relation to the Services in accordance with the Regulations within 7 Working Days beginning on the day after the day on which the Agreement is concluded. In any 7 day period under this paragraph, you lose the right to cancel if the Service is used or otherwise performed within the 7 day period.
5.1.3 If you have purchased Equipment, then you may cancel this Agreement in relation to the Equipment in accordance with the Regulations within 7 Working Days beginning with the day after the day on which you receive the Equipment.
5.1.4 In accordance with the Regulations, the following exceptions apply to the right to cancel under clauses 5.1.2 and 5.1.3. If you have purchased audio or video recordings or computer software, then in any 7 day period under this clause you lose the right to cancel in relation to these when they are unsealed by you. Where they are supplied to you on-line, audio or video recordings or computer software shall be deemed to be unsealed when downloaded. You have no right to cancel in relation to the following contracts: for any gaming, betting or lottery services; for the supply of newspapers periodicals or magazines; for the supply of any goods made to your specifications or clearly personalised or which by their nature cannot be returned or are liable to deteriorate rapidly; for the supply of goods or services the price of which is dependant on fluctuations in the financial market which cannot be controlled by Net Business Limited.
5.1.5 If the Regulations apply, you may cancel in writing, sending your letter to Customer Services.
5.1.6 You will be responsible for the cost of returning the Equipment if you exercise this right of cancellation under the Regulations. If you do not actually return the Equipment to us, you are under a duty to make the Equipment available for collection at your expense from the address to which it was delivered.
5.1.7 You are under a duty to retain possession of the Equipment whilst awaiting return to us and take reasonable care of it during this period. You will be liable for any loss of or damage to the Equipment if you fail to comply with this obligation.
5.2 The Regulations, and this clause, do not apply to Business Customers.
6. Providing Instructions
We may accept instructions regarding the Service and/or Equipment from any person who reasonably appears to be acting on your authority. Any agreements made on your behalf by such a person will be binding on you and subject to these Conditions.
7. Service Security
7.1 We will issue you with a set of User Names and Passwords. These are essential for secure use of the Service and so you must ensure that you keep these confidential, secure and that you use them in accordance with all relevant instructions. Passwords and User Names must not be disclosed to anyone without authorisation. You must not send your passwords over the internet by email, chat or other insecure communication methods.
7.2 You must not use a false identity in email or other network communications.
7.3 You must not attempt or participate in, the unauthorised entry into or viewing of another Customer's account or another system.
7.4 Computers and network systems shall not be used for fraudulent activities, or used to breach another organisation's security (cross networking hacking). This is an illegal act and prosecution under criminal law may result.
7.5 Network traffic may be monitored from time to time for the purposes of backup, problem solving, network management and where required by law.
7.6 If we think there has been or may be a breach of security or misuse of the Service, we may:
7.6.1 change your Password and then notify you of this change; and/or
7.6.2 suspend User Name and Password access to the Service (please also see clause 15).
7.7 We shall have the right from time to time to change your User Name, internal address and/or Password allocated by us for the purpose of essential network maintenance, enhancement, modernisation or other work which we deem necessary to the operation of the Service or on any other reasonable grounds. Any such changes will be notified to you by email or by the Help Assistant tool.
7.8 If you forget your User Name or Password or you think someone knows your User Name or Password and they are not authorised to use it, or if any Password is being or is likely to be used in an unauthorised way, it is your responsibility to inform Net Business Limited immediately.
7.9 If any of the information provided by you during the sign-up procedure changes, including any changes to your payment details, you must inform us immediately.
8. Actions we may need to take
We may have to alter code or access numbers or technical specifications associated with the Service for operational reasons. If we do this, we will use reasonable endeavours to give you reasonable notice.
9. Suspension
9.1 We may need to temporarily suspend, with reasonable notice, the Service or parts of the Service for operational reasons, including but not limited to:
9.1.1 repairs;
9.1.2 planned maintenance; or
9.1.3 upgrades.
9.2 Should we need to temporarily suspend the Service or parts of the Service in accordance with clause 7.1, we shall use reasonable endeavours to restore the Service as soon as is reasonably practicable thereafter.
9.3 We may suspend the Service to you without notice and without prejudice to our rights of termination under clause 20 in the event of the following:
9.3.1 failure by you to make any payment to us on its due date for payment;
9.3.2 if you contravene any term of this Agreement.
9.4 During suspension we reserve the right to refuse to release any Domain Names as issued by Net Business Limited.
9.5 If we decide to suspend the Service or part of the Service (for any reason), we reserve the right to restore it (if neither you nor we have ended this Agreement) only if we are reasonably satisfied that you will only use the Service as agreed.
9.6 If we decide to suspend the Service, this Agreement will continue during the period of suspension and you will have to pay all relevant Charges.
9.7 If you have a Narrowband PAYG account and you do not use this account to connect to the Internet for a period of 90 days or more, we may terminate your account and any associated email account(s) or products.
10. Repairing faults in the Service
10.1 Although we attempt to provide you with the best possible Service, we cannot guarantee that the Service will never be faulty. We shall use our reasonable endeavours to correct all reported faults as soon as is reasonably possible.
10.2 If there is a fault with the Service, or you forget a Password, you should contact Net Business Limited Support.
11. Paying our Charges
11.1 You must pay the Charges for the Service at the price prevailing at the time of the Customer Order. The Charges form part of this Agreement.
11.2 When you register for the Service, we will ask you to select a payment method and we will begin charging you for the Service on the date that the Service is activated, or when your Customer Order has been accepted (whichever is the sooner). Following activation of the Service, Charges shall be payable in advance monthly or annually unless any other payment method has been agreed in writing between Net Business Limited and the Customer or as detailed on any accepted Customer Order.
11.3 You undertake that the Credit or Debit Card you use to make a purchase from us is your own Card or if you are a Business your Business' card, that you are authorised to use it, and that there are sufficient funds or credit facilities to cover the cost of any Equipment or Services you order from us. We reserve the right to obtain validation of your Credit or Debit Card details and process your payment before providing you with any Services.
11.4 We will invoice Services, together with VAT, at the price prevailing at the time of the Customer Order.
11.5 You understand and agree that if you fail to make payments of Charges when they are due, we may suspend or cancel your Service, in part or in full, until payment is received in full. If we need to cease your Service because you have not paid and you then later decide to resume the Service, there may be a re-activation and administration charge where applicable, for which you will be liable.
11.6 Certain Services include the use of a Domain Name without charge. The provision of this domain is subject to the minimum contract period of the associated Service. If the Service is terminated prior the fulfilling of the minimum contract period for whatever reason, you will be liable for the cost of the Domain Name which is set out here. Until we have received this payment, or you have completed the minimum contract period, whichever occurs earlier, we may prohibit the release of the Domain Name associated with this domain.
11.7 Unless you notify us to the contrary, Services provided for an agreed period will automatically continue when the agreed period comes to an end. In these circumstances, you understand and agree that continuation of the Service will incur the Charges for the Services prevailing at the point of termination of the agreed period unless you notify us in accordance with clauses 20 and 21.
11.8 Interest payable on demand shall accrue from day to day on overdue amounts at the rate of 8% above the base rate of HSBC Bank Plc together with VAT if applicable.
11.9 We reserve the right to engage a third party debt collection agency in order to obtain any outstanding debt. Any additional charges generated as a result of this process will be payable by you.
12. Use of the Service
12.1 You will not use the Service, and will take all reasonable precautions to ensure that no one (including you) uses the Service:
12.1.1 fraudulently or in connection with a criminal offence or in breach of any law;
12.1.2 to send, knowingly receive, upload, download or use any material which is or may be offensive, abusive, indecent, defamatory, obscene or menacing, or in breach of any Intellectual Property Right, confidence, privacy or any other rights;
12.1.3 to cause annoyance, inconvenience or needless anxiety;
12.1.4 to spam or to send or provide unsolicited advertising or promotional material or knowingly to receive responses to any spam, unsolicited advertising or promotional material sent or provided by any third party. We reserve the right to restrict or block any unsolicited email to or from you;
12.1.5 in an unlawful manner, in contravention of any legislation, laws, licence or third party rights or in contravention of our Acceptable Use Policy. We reserve the right to make an administrative charge as a result of abuse of any Acceptable Use Policies;
12.1.6 in a way that does not comply with any reasonable instruction that we have given you; or
You agree that a breach of any of the provisions in this clause will comprise a material breach of contract, which may lead to suspension of the Service or ending the Agreement, in accordance with clause 17. You agree to indemnify and hold harmless Net Business Limited against any expense, loss or damages that we might suffer by reason of any breach by you of this clause.
12.2 If we think that your use of the Service may:
12.2.1 impair the security of the system and/or the network used to provide the Service; or
12.2.2 cause detrimental performance of the Service to you or any other Customer;
we may suspend your access to the Service or parts of the Service in accordance with clause 17. If possible, we will give you prior notice if we do suspend your service pursuant to this clause.
12.3 Where we provide you with Services that involve providing storage space (temporary or otherwise), or transfer capabilities on our systems, we may impose limits (which we may vary from time to time) on the storage space, or transfer capability we provide to you in order to ensure the quality of the Service to you and any other Customer. We may suspend, reject or delete material that exceeds these limits. Information on these limits can be viewed in the FAQ ('frequently asked questions') section relating to the Service and available here. If possible, we will give you prior notice before taking action.
12.4 We may make available to you Software that enables you to use the Service. You must not copy, modify or distribute this Software (save only to the extent permitted by law). It is important that you only access the Service through this Software or in an alternative way permitted by us and you must not attempt to circumvent any security measures in the Service or software.
12.5 When we provide you with the Service and any associated Software, it is for your use only. Therefore, you must not re-sell, transfer, assign or sub-license the whole or any part of the Service or the associated Software to anyone else.
12.6 Certain Services are provided with data-transfer caps. You are responsible for all data-transfer and use of the Service, and are liable for all costs incurred as a result.
12.7 It is the Customer's responsibility to obtain and keep in force any licence necessary for the Customer to use the Service in any country in which it is provided.
12.8 The Service must not be used in any way that does not comply with the terms of any legislation or any licence applicable to the Customer or that is in any way unlawful.
13. Content provided by us
13.1 As part of the Service, we may provide you with content, including applications, data, information, video, graphics, sound, music, photographs, software or any other material. This content may change over time.
13.2 The content we provide to you can only be used for your own purposes and may be protected by copyright, trademark and other Intellectual Property Rights. You are not allowed to copy, store, adapt, modify, transmit, distribute externally, play or show in public, broadcast or publish any part of the content.
13.3 Although we take precautions, we cannot guarantee the accuracy or completeness of the content. For this reason, your use of the content (for whatever purpose) is at your own risk.
13.4 Some of the content will have its own Terms and Conditions. These may be displayed online or elsewhere. If you access this content, you must comply with those Terms and Conditions. You should be aware that any content provided on a subscription basis as part of the Service will cease when this Agreement ends.
14. Your web sites
14.1 As part of the Service, you may be able to set up your own web site(s). If you choose to do this you are responsible for the material that you or anyone else puts on your web site(s). You agree to indemnify and hold harmless Net Business Limited in respect of any expense, loss, or damage which Net Business Limited may suffer by reason of the material on your web site.
14.2 Material on your web site(s) must not, and the use of it must not, in any way be unlawful. In particular, you must obtain all necessary licences and consents (including those from owners of copyrights, performing rights and any other relevant Intellectual Property Rights).
15. Privacy
15.1 In general, when you visit our web sites and access information you remain anonymous. Before we ask you for information, we will explain how this information will be used. We will not provide any of your personal information to other companies or individuals without your permission or unless it is necessary to provide you with the Services and/or Equipment you request from us. In particular we may need to provide your name and delivery address to third parties that we use for the purposes of delivering specific Services and/or Equipment to you.
15.2 Some of our sites require registration to access. There are also occasions where we will ask for additional information. We do this to be able to better understand your needs, and provide you with Services that we believe may be valuable to you.
15.3 We will take appropriate steps to protect your privacy. Whenever you provide sensitive information (for example, a Credit Card number to make a purchase). we will take reasonable steps to protect it, such as encrypting your Card number. We will also take reasonable security measures to protect your personal information in storage. Credit card numbers are used only for payment processing and are not retained for marketing purposes.
15.4 Our web sites may provide links to third party web sites. Since we do not control these web sites, you are responsible for reviewing and abiding by the privacy policies of these third party sites.
15.5 If you would like to change your preferences for the electronic communication you receive from Net Business Limited, log into the Members Area.
15.6 Our web sites use cookies for various reasons. Cookies enable us to provide you with a better experience by allowing us to understand what areas of the web site are of interest to our visitors. We also use cookies when you register for one of our Services. In this situation, a cookie will store useful information that enables our web site to remember you when you return to visit us. Cookies from our web sites can only be read by our web sites.
15.7 If you feel your privacy has been breached, you can contact us via email.
16. Data Protection
16.1 We do not capture and store any personal information about you, except where you choose to give us your personal details voluntarily when enquiring about ordering any of our Services. In these cases, the personal information you give is used exclusively by us for providing you with current and future information about our Services. We will not pass any of your personal data to outside organisations and/or individuals, except for the purposes of delivering specific Services to you or with your express consent.
16.2 Our web sites monitor web site traffic to help us improve our services. This information is not linked to any personal data so that visitors to our site remain anonymous.
16.3 You have a right to know about the personal information we hold about you. You also have a right to have your data corrected or deleted. If you want to know what personal data we hold, please give us details of the account you require information on and we will return the details to the registered account address.
16.4 Please address all your requests and/or queries about our data protection policy along with a cheque for £10 + VAT made payable to "Net Business Limited" and send it marked confidential by recorded delivery post to:
Data Protection Officer
Net Business Limited
Office 2
Citibase Brighton
95 Ditchling Road
Brighton
East Sussex
BN1 4ST
UK
16.5 Your details will be sent within 40 working days of the funds clearing.
17. Breach of Contract
17.1 We can suspend the Service in whole or in part, or end this Agreement (or both) at any time:
17.1.1 with immediate effect if you materially breach this Agreement or commit a series of non-material breaches of this Agreement;
17.1.2 with immediate effect if we have reasonable grounds to suspect that the Service is being used in a way described in clauses 12.1, 12.2 or 12.3, even if you do not know that the Service is being used in such a way;
17.1.3 upon reasonable notice if you breach this Agreement in any other way and fail to remedy the breach within a reasonable period of being asked to do so;
17.1.4 with immediate effect if bankruptcy or insolvency proceedings are brought against you, or you make an arrangement with your creditors, or a receiver or administrator is appointed over any of your assets, or you go into liquidation; or
17.1.5 with immediate effect if we have terminated your use of any Service previously provided to you due to your breach.
17.2 If we have suspended or terminated this Agreement under sub-clause 12.1 above, we will inform you of such suspension or termination as soon as is reasonably possible and provide details of why this action has been taken.
18. Matters beyond our reasonable control
If we cannot do what we have promised in this Contract because of something beyond our reasonable control (including, without limitation, industrial disputes involving our employees), we will not be liable for this. If the events continue for more than three months, we can terminate this Contract immediately by giving you written notice. Please see paragraph 23 for your right to end this Agreement.
19. Our liability to you
19.1 We will be liable if you are injured or die as a result of our negligence. We do not limit that liability by paragraphs 19.2 or 19.3 or in any other way.
19.2 We have no liability (whether in negligence or otherwise) for any loss not reasonably foreseeable by us when this Contract starts, nor any loss of opportunity, goodwill, reputation, business, revenue, profit, or savings you expected to make, wasted expenditure, data being lost or corrupted, loss or damage incurred by you as a result of third party claims or any indirect, special or consequential loss or damage howsoever caused.
19.3 Any liability we have of any sort (including liability for negligence) is limited to £250,000 for any event or related series of events and £500,000 for all events in any 12 month period.
19.4 You will indemnify us against any claims or legal proceedings which are brought or threatened against us by a third party because the Service is used in breach of these Conditions.
19.5 We do not have any liability of any sort (including liability for negligence) for the acts or omissions of other service providers, or for faults in or failures of their networks and equipment.
19.6 Each provision of this clause operates separately in itself and survives independently of the others.
20. Ending this Agreement
20.1 This Agreement can be ended by:
20.1.1 us giving one month's notice to you; or
20.1.2 you giving one month's notice to us.
20.2 If we give you notice, you must pay the Charges applicable up to the end of that notice. If you give us notice, you must pay us the Charges that would have been due within the notice period.
20.3 If you give us notice that ends, or we end this Agreement under clause 17, during the period of the Agreement, you must pay us the relevant cancellation Charges set out in your Agreement.
20.4 If you give us notice that falls before the end of your current Agreement period because we have increased our Charges or materially changed the Conditions of this Agreement to your detriment, you may cancel in the period of time between the notice of the changes and the time the changes take place.
20.5 If you have paid any Charges for a period after the end of the Agreement we will either repay it or put it towards any money you owe us.
21. Notices
21.1 Any party wishing to give notice to the other under this Agreement must use one of the following mechanisms. No other form of communication will be accepted, unless specifically stated otherwise in this agreement:
21.1.1 To us: by e-mail or in writing to:
Customer Services
Net Business Limited
Suite 1O2
The Brighton Forum
95 Ditchling Road
Brighton
East Sussex
BN1 4ST
UK
21.1.2 To you: at the appropriate web site or email to the address provided to you as part of the service or by post to the address provided by you in the Customer Order.
21.2 Any notice given by email shall be deemed to be served on the day of transmission. In the case of written postal notice, notice shall be deemed to have been served on the date of acceptance by signature of the recorded delivery or 2 Working Days after the date of posting, whichever is sooner.
21.3 You are responsible for checking for email sent to the email address provided to you as part of the Service.
22. Errors and Omissions
22.1 We will make every effort to ensure that all prices and descriptions quoted on our Web site or in communications to you are correct and accurate. However, it is inevitable that mistakes will occasionally occur. In the case of a manifest error or omission, we will be entitled to rescind the Agreement, notwithstanding that we have already accepted your order and/or received payment from you. Our liability in that event will be limited to the return of any money you have paid in respect of the order. In the case of a manifest error in relation to price, you will be entitled to purchase the goods by paying the difference between the quoted price and the correct price, as confirmed in writing by us after the manifest error has been discovered.
22.2 A 'manifest error', as the term is used in paragraph 22.1 above, means, in relation to an incorrect price, a price quoted in error by us which you knew or should reasonably have known was quoted in error, for example, because the price was significantly lower than the usual market price for the Service in question and was not subject to a special offer.
23. Waiver
Neither we nor you shall be considered to have waived any right under this Agreement because of failure or delay in exercising that right.
24. Third party rights
A person who is not a party to this Agreement has no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement. This condition does not affect any right or remedy of any person which exists or is available otherwise than pursuant to that Act.
25. Governing Law and Jurisdiction
25.1 This Agreement and any matter arising from or in connection with it shall be governed by and construed in accordance with English law.
25.2 Each Party irrevocably agrees to submit to the exclusive jurisdiction of the English courts over any claim or matter arising from or in connection with this Agreement or the legal relationships established by or in connection with such Agreement.