Business internet services
terms & conditions

Teleauora business terms and conditions for wireless connectivity services.

1. Introduction

1.1 These Terms and Conditions apply between (1) the Customer; (‘you’ or ‘your’) and (2) TELEAUORA Limited, (Company Number 16407155) (“TELEAUORA” or “we” or “us” or “our”). Our registered address is at: The Four Columns, Broughton, Skipton, North Yorkshire, United Kingdom, BD23 3A.

1.2 These Terms and Conditions govern the supply of the Services by us to you. When you submit an Order to us, the Services you are requesting us to provide will be provided to you subject to these Terms and Conditions and you agree to be legally bound by them.

1.3 These Terms and Conditions, the Order that you submit to us, your Confirmation Email and any agreed additional terms set out in the Confirmation Email or the Order form the contract between you and us for provision of the Services (“the Contract”).

1.4 The following documents apply to the provision of the Services:

(i) Acceptable Use Policy (“AUP”)
(ii) Privacy Policy
(iii) Cookie Policy
(iv) Price List

2. Orders

2.1 Where you require a Service, you shall place an Order via the Portal or by such other means, including completing an Order manually, as directed by TELEAUORA. Each new Order that you and we wish to enter into shall specify, amongst other things, details of the Services and the Charges.

2.2 We will endeavour to acknowledge an Order within two (2) Business Days and within ten (10) Business Days of receipt of a draft Order (or such other period agreed in writing by the parties) from you, we shall either:

(a) provide written approval that the Order is accepted in your Confirmation Email; or
(b) notify you that we are not able to provide the requested Services.

2.3 Where the Order is for bespoke Services, we will discuss any potential changes to the Order, including changes to the Charges and you may resubmit the Order for us to either accept it or reject it in accordance with clause 2.2.

2.4 You shall ensure that only authorised signatories shall submit Orders to us.

2.5 No Order will be binding on either you or us until that Order has been accepted by us in writing and we shall be under no obligation to accept an Order.

2.6 Each Order you place with us which is accepted by us shall constitute a separate contract. Any capitalised terms used but not defined in an Order shall have the same meaning given to them in these Terms and Conditions.

2.7. If there is any inconsistency or conflict between any of:

(a) a term in any Order;
(b) a term in the main body of these Terms and Conditions and Schedules 1and 2; and
(c) any term included in any other document incorporated by reference in the Contract,

the term falling into the category first appearing in the list above shall, unless expressly stated otherwise, take precedence.

2.8 You shall have the right upon at least sixty (60) days prior written notice to us, prior to or after the Service Commencement Date, to cancel the Contract or part of the Contract, provided that you shall pay to us the applicable Cancellation Charges (if termination is effected by you prior to the Service Commencement Date) or Early Termination Charges (if termination is effected by you after the Service Commencement Date and during the relevant Minimum Period).

2.9 Special Offers. From time to time we may provide special offers in relation to the Services. If you sign up for one of our special offers, the details of that special offer will have been provided to you in your Order and confirmed in your Confirmation Email. The terms of the special offer set out in your Order and in your Confirmation Email will apply to the provision of the Services in addition to these Terms and Conditions.

2.10 For microenterprise or small enterprise customers or not-for-profit customers only:

a) we will provide you with a contract summary for you to accept, before sending you a Confirmation Email; and
b) we will provide the Service to you for a Minimum Period of twelve (12) months or twenty four (24) months depending on your preference, which will be stated in the contract summary.

3. Provision of network and services

3.1. General

3.1.1 We shall, provide the Services in accordance with the terms of the Contract. You will comply with your obligations set out in the Contract.

3.1.2 You will provide us with all information and assistance that we reasonably request from time to time to enable us to provide the Services.

3.1.3 You will not re-sell the Services to a third party without our prior written consent.

3.2 Site Access

3.2.1 You shall provide to us and our Subcontractors reasonable access to Sites for the sole purpose of enabling us to provide the Services, provided that we provide reasonable notice of the request for access to the Site as necessary to enable us to perform the Services and you will ensure that the Site is a suitable and safe environment for us. We shall ensure that all TELEAUORA Personnel who have access to your Site observe your reasonable Site regulations (including any reasonable health and safety, security and any other requirements and instructions) where these have been notified to us in writing prior to the scheduled access to the Site. You shall indemnify us in respect of all Losses including those for death or personal injury arising out of or incurred in respect of any actions brought against us resulting from your breach of this Clause 3.2.1.

3.2.2 You will be responsible for obtaining all consents, permissions and wayleaves in writing in TELEAUORA’S name for access to Sites for us to install, maintain and operate the Services including consents for any necessary alterations to buildings and any land access rights and the right for us to install, keep and maintain apparatus across land and buildings between the public highway or other land and the Sites where such rights are required for us to provide the Services. If such consents, permissions and wayleaves are not obtained we may terminate the Contract and you will pay any applicable Cancellation Charges.

3.3 Site Surveys

3.3.1 Installation of the Services may be subject to surveys carried out by us (or by our Subcontractors) to gather information for a design or an estimate to complete the initial tasks required for the work activity (a "Site Survey"). The Site Survey can determine a precise location, access, best orientation for the Site and the location of obstacles. The type of Site Survey and the best practices required depend on the nature of the project and will be determined by us and we will not be obliged to provide the Services if a Site Survey is incomplete or unsatisfactory or otherwise identifies a problem with providing the Services.

3.3.2. If we agree a date with you for us (or our Subcontractors) to attend a Site for the purposes of conducting a Site Survey or to install any TELEAUORA Equipment or to repair any Services and that person is unable to perform the necessary Site Survey or installation or repair on that date due to being unable to gain access to or install or repair such equipment at a Site after having arrived at the Site due to reasons beyond their control, we shall have the right to charge you, and if so charged, you shall pay to us an Abortive Visit Charge, unless the inability to perform is caused by our (or our Subcontractors’) act or omission.

3.3.3 You acknowledge and agree that the results of a Site Survey may reveal that additional charges (including Excess Construction Charges) may be incurred by us in order to provide the Services and we shall notify you in writing of any additional charges after the Site Survey via the issue of a charges notice.

3.3.4 You will notify us in writing within 30 calendar days after receipt of a charges notice whether you agree to pay such additional charges. If you do not respond to us within 30 calendar days of receipt of a charges notice we shall be under no obligation to proceed with the installation of the Services at the Site and either Party shall be entitled to cancel the Contract in accordance with clause 3.3.5 below.

3.3.5 If you do not agree to pay those additional charges (including any Excess Construction Charges) notified to you, either Party shall be entitled to terminate the Contract relating to the Site in respect of which such additional charges would otherwise be incurred and (i) we will have no liability to you in respect of that termination and (ii) you will pay any Cancellation Charges to us.

3.3.6. Following a Site Survey, we shall have the right to amend the Target Service Commencement Date: (i) if reasonably required based on the results of the Site Survey or (ii) to reflect the period of time taken by you to respond to a charges notice issued pursuant to Clause 3.3.3.

3.4 Installation

3.4.1 We will install the Services in accordance with the terms of the Contract.

3.4.2 You acknowledge that during, and as a result of, the installation of the Services at Sites, temporary interference to telecommunications services received at the Sites may occur. TELEAUORA will use its reasonable endeavours to minimise such interruption or interference and it shall undertake checks for such interference in connection with any such installation. To the maximum extent permitted by law, we will not be liable for any loss, interruption or interference to such other services during installation save to the extent loss, interruption or interference is caused by our failure to comply with Clause 4.1(b). You also acknowledge that any telecommunications equipment and lines that are incorrectly wired prior to the Service Commencement Date may be disconnected by us during installation, without liability to us, provided that we shall use reasonable endeavours to give you prior notice in writing such that you will have a reasonable opportunity to decide whether to allow the installation to proceed. If you elect not to allow the installation to proceed on the proposed date but on a later date, we shall have the right to amend the Target Service Commencement Date to reflect the period of time taken by you to instruct us to proceed. If you do not elect to permit the installation to proceed at all you shall be required to cancel the Contract in accordance with Clause 3.3.5.

3.4.3 You acknowledge and agree that our decision on the routing of cables and wires and the positioning of outlets and other apparatus shall be final and binding.

3.4.4. Prior to the date on which it is agreed under the Contract that we shall commence any installation work for the Services you will provide reasonable support to us in order to access Site(s) securely, safely and without cost as well as to support the safe installation and operation of the Service including (but not limited to) the provision of power.

3.5 Equipment

3.5.1 You shall be responsible for the provision, installation, configuration, operation, monitoring and maintenance of Customer Equipment and cables connected to the Network unless otherwise agreed by the Parties pursuant to the Contract. We do not warrant the interoperability of Customer Equipment and cables with the Network. For clarity we are responsible for the Service up to the Demarcation Point.

3.5.2 You shall:

(a) ensure that at each Site where access has been granted by you in accordance with Clause 3.2.1, there is a reasonable working area and safe working environment for TELEAUORA employees, Subcontractors and third parties;
(b) not stack any equipment or materials on top of TELEAUORA Equipment;
(c) not repair, adjust or modify, or interfere with TELEAUORA Equipment without our written consent;
(d) take all reasonable steps to secure against any unauthorised use of the TELEAUORA Equipment;
(e) ensure the safe keeping of the TELEAUORA Equipment at a Site and indemnify us for any loss or damage to the TELEAUORA Equipment other than arising from the acts or omissions of us or our Subcontractors;
(f) ensure that all Customer Equipment connected to the Network has the relevant electrical protection and failsafe measures, labelling and instructions for use as may be required by Applicable Law and is connected to the Network and used in accordance with any Applicable Law and instructions;
(g) ensure that all Customer Equipment involving laser products is correctly labelled and calibrated;
(h) ensure the compatibility of any applications, including Customer Equipment, you wish to use with the Services and ensure that the Customer Equipment does not harm the Network, the Services, TELEAUORA Equipment or any other partner's network or equipment; and
(i) where it is agreed that you are required to connect Customer Equipment to the Network, ensure that all such Customer Equipment is connected to the Network and used in accordance with any relevant standards and Applicable Law.

3.5.3 Where you do not comply with Clause 3.5.2 above or any other obligation under the Contract and such non-compliance results in an outage or other problem with a Service (together for the purposes of this Clause 3.5.3 a "Customer Outage"), we will have no liability to you relating to:

(j) the provision or performance of any Services affected by the Customer Outage;
(k) TELEAUORA's inability to provide such Services; and/or
(l) the effect of the Customer Outage on other services (including other Services),

in each case, to the extent caused by the Customer Outage.

3.5.4 You shall notify us in writing promptly after becoming aware that you are in breach of Clause 3.5.2 and remedy the non-compliance of Clause 3.5.2 within a reasonable period, and in any event no later than thirty (30) days from the date of your breach (or receiving notice of the matter from us if we have identified that a breach has occurred). If you do not remedy the non-compliance within such time period notwithstanding and without prejudice to any other rights which may be available to us where you commit a breach of the Contract, we shall have the right to immediately disconnect the Customer Equipment from the Network or suspend the Services, at your expense, until such non-compliance has been remedied to our reasonable satisfaction. If the non-compliance is not remedied within two (2) months following notice of the matter from us, we shall have the right to terminate the Contract or the Service under the Contract, and you shall pay the associated Early Termination Charges.

3.6 Unless otherwise agreed in the Contract, we shall not be responsible for assessing your space, facilities, computer and/or transmission capacity requirements, you shall be solely responsible for assessing your requirements, and for the avoidance of doubt, we shall have no liability under or in connection with the Contract to the extent that your stated requirements are inadequate or are otherwise not fit for purpose.

3.7. Service Ready for Use

3.7.1 We shall notify you of the date on which the Services have achieved Acceptance and are ready for use ("Service Commencement Date").

3.7.2. The Target Service Commencement Date shall be amended if a delay to the Services is caused by:

(m) a Relief Event; or
(n) Force Majeure Event;

to reflect the applicable period of delay caused by the above circumstances, and including any additional delay caused by you being required to renew or reapply for any applicable licences obtained pursuant to Clause 3.2.2.

3.7.3 If the actual Service Commencement Date is delayed by more than 30 days after the original Target Service Commencement Date at your request or as a result of your failure to comply with your obligations under the Contract we shall have the right to terminate the Contract and you shall on demand pay to us the Cancellation Charges and where applicable, the Excess Construction Charges (provided the ECCs have been approved and incurred).

3.8 Use of the Service

3.8.1 You shall not use the Services, and shall ensure that none of your Users use the Services, in such a way as to breach our Acceptable Use Policy (AUP). We may make changes to our AUP at any time, such changes will be made via our website. You shall only use the Services and any other goods or services supplied pursuant to the Contract in accordance with Applicable Law and any operating policies provided to you by us from time to time. You shall promptly notify us of any breach by you of the AUP.

3.8.2 You agree to follow any reasonable instructions and procedures of ours with regard to use of the Services as notified by us to you from time to time which are necessary for reasons of:

(o) health and safety;
(p) quality of the Service;
(q) an interruption to the Service for:
(r) unplanned engineering works due to an Emergency; or
(s) planned engineering works or Service upgrades notified in accordance with the Contract;
(t) an Emergency; or
(u) ensuring compliance with Applicable Law,

provided that you shall not be in breach of the Contract where you are acting in accordance with such instructions and/or procedures.

3.9 Maintenance and Operations

3.9.1 Where it is necessary for us to undertake maintenance of the Services, you will provide us with such access as is reasonably required and any information reasonably necessary for the maintenance of the Services, including the provision of passwords (which is your confidential information) where required.

3.9.2 We reserve the right to make any change to the Services (including to vary the technical specification of the Services). We shall not be required to give notice to you of such change in accordance with Clause 13.3 if the change is exclusively for your benefit.

3.9.3 We reserve the right at any time to make any change, addition to or replacement of any part of the Network and/or Services where this is required to conform to any Applicable Law.

3.9.4 We will use reasonable endeavours to give you as much notice of any suspension of the Services (or part thereof) required to carry out maintenance ("Scheduled Maintenance") as is reasonably practicable but in any event not less than ten (10) (Business Days). The period and scope of any Scheduled Maintenance will be limited to the period and scope that is reasonably necessary to carry out the Scheduled Maintenance required.

3.9.5 Where Scheduled Maintenance is likely to impact the Services, we will, where reasonably practicable, consult with you, and we will take into consideration any comments and/or directions as to the timing and duration of that Scheduled Maintenance.

3.9.6 Where suspension of the Services is necessary for the purposes of Scheduled Maintenance, we shall use reasonable endeavours to perform such work between the hours of midnight and 6.00 a.m. and shall restore the Services as soon as reasonably practicable.

3.9.7 Notwithstanding Clauses 3.9.5 and 3.9.6, you acknowledge and agree that it may not be possible to negotiate alternative outage dates and times for Scheduled Maintenance due to circumstances beyond our reasonable control, including in respect of any third party suppliers or Subcontractors undertaking works that may affect the Services.

3.9.8 Notwithstanding the foregoing provisions of this Clause 3.9, you acknowledge and agree that it may not be possible to give any prior notice of maintenance in the event of an Emergency. You acknowledge that works to deal with congestion are included in the definition of an Emergency.

3.10 Permitted Use

3.10.1 You shall not:

(v) act nor purport to act in any way which:

(a) is contrary to the ownership, operation or use of the Network by us, including by way of example, by purporting to exercise a lien over the Network; or
(b) places us in breach of the warranty terms associated with any equipment connected to the Network or otherwise supplied pursuant to the Contract, provided you have been provided with reasonable notice in writing of such warranty terms.

(w) intentionally or negligently act or omit to act in any way which will or may injure or damage the person, or the reputation or property of any employee, agent or representative of ours, our facilities, Network or any equipment owned or controlled by us;

(x) use a Service to:

(a) send, communicate, knowingly received, upload, download or use any material [or make any calls] (where relevant) that are offensive, abusive, obscene or are intended to deceive;
(b) download, possess or transmit any way, any illegal material;
(c) engage in criminal, illegal, terrorist or unlawful activities;
(d) violate or infringe the rights or property of any person including rights of copyright and any other Intellectual Property Rights, privacy or confidentiality;
(e) send, communicate, knowingly receive, upload or download data [or make any calls] in such a way or in such amount which we believe is or is likely to be detrimental to us, to the provision of services to you or any of our customers or any other users of our Network;
(f) via a device allowing the routing or re-routing of such Service on, from or to our Network;
(g) to impair intentionally or attempt to impair, without authorisation, the operation of any computer, prevent or hinder access to any program or data held in any computer or to impair the operation of any such program or the reliability of any such data;or
(h) in a manner which may damage our reputation or any group company, the services provided by us or bring us or any group company, our Service or our network into disrepute.

You shall indemnify us in respect of Losses incurred by or awarded against us arising out of or in connection with your breach of: (i) this Clause 3.10.1(a) to (c) inclusive and (ii) Clause 3.8.1.

3.11 Compliance with Law

3.11.1 Each Party shall comply with all Applicable Law to the performance of its obligations under the Contract.

4. Provision of the services

4.1 We will: (a) use reasonable endeavours to provide the Services within the timeframes specified in the Order (if applicable) and (b) use reasonable skill and care in providing the Services to you.

4.2 You acknowledge and agree that it is technically impracticable to provide a fault free Service and we do not undertake to do so. We agree to take appropriate steps or provide advice to enable a fault to be repaired.

5. Charges and payment

5.1 In consideration of the provision of the Services by us, you shall pay the Charges in pounds sterling in accordance with this Clause 5.

5.2 The Charges are fixed for the Minimum Period of the Contract except for changes in VAT.

5.3 We may charge and you shall pay the reasonable demonstrable costs incurred by us where such reasonable costs have been or are likely to be incurred in the following circumstances:

5.3.1 where information required or requested for an Order that is provided by you is illegible, inaccurate or incomplete or where information is not provided promptly by you, provided that we notify you in writing about the matter and you have a reasonable opportunity to rectify the matter; or

5.3.2 where a fault relates to equipment other than TELEAUORA Equipment;

5.3.3. where we have investigated a fault and such fault cannot be found by us; or

5.3.4. pursuant to Clause 3.3.2 (relating to Abortive Visit Charges).

5.4 Unless the parties agree otherwise in the Order, invoices shall be sent via electronic email to such nominated person as the Parties shall agree, and receipt shall be deemed to have occurred on the same day as the sending of such email if sent before 17.00 hours, or the following day if sent after 17.00 hours. You shall pay to us the Charges within 30 days after the date of the email containing the relevant invoice was deemed received (the "Due Date") which:

5.4.1 for the Rental Charges, shall be invoiced by us monthly in advance each Contract Month (and for each of the first and final Contract Month shall be pro-rated) from the Services Commencement Date; and

5.4.2. for all other Charges, including Installation Charges, shall be invoiced by us on or around the Service Commencement Date, unless otherwise stated on the Order.

5.5 We shall be entitled to invoice you, as appropriate, for any changes to the Services requested by you and agreed between the parties in accordance with the Change Control Procedure.

5.6. You undertake to pay or procure the payment of all Charges by BACS or direct debit to us or such other method of payment as may be agreed by the Parties from time to time without any set-off, withholding or deduction save where you have a genuine dispute with TELEAUORA in which case you will only set-off, withhold or deduct the amount in dispute.

5.7 If you in good faith dispute any amount in an invoice you must notify us within fourteen (14) days after the date of the relevant invoice and describe in reasonable detail your reasons for disputing each amount and the parties shall seek to resolve that dispute in accordance with Clause 24. You are not entitled to withhold payment on any amount not in dispute.

5.8 Without prejudice to any other rights or remedies we may have under the Contract or at law, if you fail to pay by the Due Date any amount due and payable by it under the Contract, we shall be entitled to charge interest on the overdue amount, from the Due Date up to the date of actual payment, after as well as before judgment, at the rate of four per cent (4%) per annum above the base rate from time to time of the Bank of England. Such interest shall accrue on a daily basis.

5.9 All Charges and payments referred to in the Contract are stated exclusive of value added tax and all similar taxes and duties payable in respect of such payments. To the extent that such tax is properly referable or chargeable to you, you shall pay at the time that the payment becomes due an amount equal to the value added tax properly chargeable upon such payment.

5.10 Where specifically agreed in the Order, you shall be responsible for all charges in respect of shipping, carriage, insurance and delivery of any products to a site and any duties or levies payable in respect of such products and shall pay the same in addition to the Charges.

5.11. You acknowledge and agree that you may be subject to our credit vetting procedure from time to time, if we reasonably consider it necessary or if there has been a material adverse change in your financial position (including a reduction in your credit rating or equivalent) or you have failed to pay the Charges by the Due Date.

6. Warranties

6.1 Each Party represents warrants and undertakes to the other that:

(d) it has the right, power and authority to enter into the Contract and to carry out its obligations under the Contract;
(e) it will not tamper with, modify, repair or alter in any way (whether indirectly or directly) any equipment or facilities of that other Party and/or its Affiliates (as applicable) except:
(a) where necessary to fulfil its obligations under the Contract; or
(b) with that other Party's written consent.

7. Confidentiality

7.1 You shall keep as confidential all information disclosed to you by, or on behalf of TELEAUORA, which could be reasonably considered to be confidential. This shall include, but not be limited to, all information disclosed by TELEAUORA to you which relates to our business which is not in the public domain. You shall not use any information so provided other than to perform your obligations under the Contract. All information (and copies of it) shall be immediately returned to us on termination or cancellation of the Contract.

8. Data Protection, Retention and Security

Our Privacy Policy sets out details of how we can use your personal data that you give us and you agree to our Privacy Policy by ordering and/or using the Services. In the event that the Services to be provided by TELEAUORA to you under the Contract require TELEAUORA to process personal data on behalf of you as your processor, the Parties agree that such Contract shall clearly identify the details of processingin respect of the relevant Services.

9. Liability

9.1 Neither Party excludes nor limits its liability to the other Party for:

9.1.1 death or personal injury caused by its negligence;

9.1.2 fraud or fraudulent misrepresentation;

9.1.3 the indemnity obligations set out in Clause 3.2.1, Clause 3.5.2(e) and Clause 3.10.1 ; and

9.1.4 any liability that may not otherwise be excluded or limited by law.

9.2. Save as otherwise provided in the Contract, all warranties, representations, guarantees, conditions and terms, whether express or implied by statute, common law, trade usage or otherwise and whether written or oral are excluded except insofar as such exclusion is prevented by law.

Liability Cap

9.3 Subject to Clauses 9.1 and 11.5, and save in respect of claims for outstanding payment of Charges, the total liability of each Party to the other in contract, tort (including negligence), for breach of a statutory duty or otherwise, arising under or in connection with the Contract, shall be for acts and omissions occurring in any Contract Year, limited to a sum equal to one hundred percent (100%) of the aggregate Charges paid and payable by you to us in respect of the Contract in that Contract Year. "Claim" means a claim or series of related claims.

Excluded Liability

9.4. Subject to Clause 9.1, each Party will only be liable for direct Losses arising under or in relation to the Contract and neither Party will be liable to the other Party whether based on a claim in contract, tort (including negligence), breach of statutory duty or otherwise arising out of, or in relation to the Contract, for any indirect or consequential losses.

9.5 Subject to Clause 9.1 and without prejudice to Clause 9.4, neither Party will be liable to the other Party whether based on a claim in contract, tort (including negligence), for breach of a statutory duty or otherwise arising under or in connection with the Contract, for , any of the following:

9.5.1 loss of goodwill or loss of reputation (in each case, whether direct or indirect)

9.5.2 loss of opportunity, contracts or anticipated savings (in each case whether direct or indirect);

9.5.3 loss of data, business, production or operation time (in each case whether direct or indirect);

9.5.4. loss of profit (whether direct or indirect); or

9.5.5 loss of revenue (whether direct or indirect).

10. Intellectual Property Rights and Software

10.1. All Intellectual Property owned by or licensed to us and/or our Subcontractors, agents and/or suppliers (including any Subcontractor) ("Owners") in the performance of the Contract shall be and will remain vested in the Owners and, subject to Clause 10.2 or as expressly provided in the Contract, you shall not acquire any rights, title or interest in or to any Intellectual Property owned and/or used by the Owners.

10.2. You are hereby granted at no additional cost (other than where set out in the Contract), a non-exclusive licence to use, all Intellectual Property owned by us as is required to use the Services and the Network under the Contract in accordance with the terms of the Contract until the Contract terminates or expires.

10.3. You agree to comply with the terms of any end user licence agreement and any other agreements reasonably required by the owners of any Intellectual Property rights in any Software for the protection of the Software and the owner's rights therein notified to you by us from time to time. Further, you hereby undertake to protect and keep confidential all Software and you will not, and will ensure that your Users or anyone else, do not examine, copy, decompile, alter or reverse engineer any Software, unless it is allowed by Applicable Law.

10.4 Any and all Intellectual Property developed by or on behalf of us in the course of the provision of the Services delivered under the Contract ("New IPRs"), shall automatically vest in (and are hereby assigned to) us. Any New IPRs shall be licensed to you pursuant to Clause 10.2.

11. Force Majeure and Relief Events

11.1 Subject to Clause 11.2, neither Party shall in any circumstances be liable to the other for any loss of any kind whatsoever including any damages whether directly or indirectly caused or incurred by the other Party by reason of any failure or delay in the performance of its obligations hereunder which is due to a Force Majeure Event.

11.2. If either of you or us becomes aware of circumstances of a Force Majeure Event which give rise to or which are likely to prevent the performance of any obligations on its part it shall as soon as reasonably possible after becoming aware of the commencement of the Force Majeure Event serve notice in writing on the other Party specifying the nature and extent of the circumstances giving rise to the Force Majeure Event.

11.3 As soon as reasonably possible after the end of the Force Majeure Event, the affected Party shall notify the other Party in writing that the Force Majeure Event has ended and resume performance of its obligations under the Contract.

11.4. If either Party is prevented from performance of substantially all of its obligations under the Contract by a Force Majeure Event for a continuous period of more than two (2) months in total, the other Party may terminate the Contract by giving thirty (30) days’ prior notice in writing to the other Party at any time, in which case neither Party shall have any liability to the other except that rights and liabilities which accrued prior to such termination shall continue to subsist.

11.5 We shall not have any liability for non-provision or delay in the provision of the Services to the extent that such non-provision or delay is a result of a Relief Event, provided that we have:

11.5.1 provided reasonable evidence to you of the circumstances on which we are relying and provided information as to that delay or interruption and its expected duration; and

11.5.2. used reasonable endeavours to mitigate the impact of the Relief Event.

11.6. In the Contract, a "Relief Event" means:

11.6.1 a breach by you and/or the Customer Representatives of its/their obligations under the Contract, including provision of complete and accurate information in a timely manner to us;

11.6.2. a fault or failure of equipment on your side of the Demarcation Point; and/or

11.6.3. any event leading to a period of suspension in accordance with Clause 13.

12. Changes to the Contract

12.1 You may request a change to the Services using the following process. The process for agreeing changes to the Services (including any upgrade) (the "Change Control Procedure") shall be as agreed by the operational representatives of each Party subject always to the provisions of Clause 17.4 and this Clause 12.

12.2 No proposed changes will come into effect until such time as a Change Control Note is signed and agreed in accordance with the Change Control Procedure.

12.3 We will give you at least 30 days’ notice of any changes we make to the Contract unless it is: (i) exclusively for your benefit; (ii) purely administrative and has no negative effect on you; or (iii) directly imposed by law.

12.4 Any charges agreed pursuant to the Change Control Procedure shall constitute Charges for the purposes of the Contract and be payable by you in accordance with the provisions of Clause 5.

12.5 We will not unreasonably withhold or delay agreement to any proposed change by you. However we have no obligation to proceed with any change that you request in accordance with Clause 12.1.

12.6 A Change Control Note shall include:

12.6.1 the originator and date of the request or recommendation for the change;

12.6.2 the reason for the change;

12.6.3 full details of the change; and

12.6.4 details of the effect of the proposed Change to the Services, the Charges and the timetable for Services and any other terms of the Contract.

12.7 If the Parties agree to the terms of a Change Control Note, they will sign it and that Change Control Note will amend the Contract. Each Party bears its own costs in relation to compliance with the Change Control Procedure.

13. Suspension of Service

13.1 We reserve the right to suspend the relevant Services or part thereof for the following reasons:

13.1.1 to carry out Scheduled Maintenance as notified to you in advance in accordance with Clause 3.9.4 or in response to an Emergency;

13.1.2 to make any modification, change, addition to, or replacement of, any part of the Network or any Software or the Services where this is required to conform with any applicable safety, statutory or legal requirements;

13.1.3 where you fail to pay any Charges in accordance with Clause 5, subject to us giving you further written notice of your failure to pay in accordance with the notice periods stated in Clause 14.3.2 and advising that the Services will be suspended if you do not pay within the relevant notice period;

13.1.4 in the case of non-compliance by you pursuant to clause 3.5.4;

13.1.5 where, in our reasonable opinion you or your employees, contractors or agents or any other party that may receive the Services pursuant to the Contract has been or is in breach of the AUP subject to the provision of reasonable prior notice wherever practicable;

13.1.6 where we are obliged to comply with an order, instruction or request of a government, court, law enforcement agency or other competent administrative or regulatory authority, provided that we provide you written notice of the matter, where practicable, in advance;

13.1.7 we are no longer able to provide the Service (or any part of it);

13.1.8 to make changes to the Services as requested by you or notified by us to you;

13.1.9 where we have the right to terminate the Contract in accordance with its terms.

13.1.10 where we suspect fraud or any other unauthorised activity; or

13.1.11 you or anyone you authorise to deal with us on your behalf acts in a way towards our staff or agents which we reasonably consider to be inappropriate.

13.2 Where we suspend, restrict or disconnect a Service, the Contract will continue unless terminated in accordance with clause 14 and unless the suspension is under clauses 13.1.1, 13.1.2,13.1.6 or 13.1.7 we may require you to pay your Charges and our reasonable costs for suspending, restricting or disconnecting your Services and resuming them.

14. Term and Termination

Term

14.1 The Contract shall commence on the Effective Date and shall continue for the Minimum Period set out in the Contract.

14.2. Either Party may terminate the Contract on not less than thirty (30) days’ written notice to the other Party to expire at the end of the Minimum Period. If you do not provide us with notice to terminate the Contract at the end of the Minimum Period or you do not enter into and sign a new Contract, we will continue to provide the Service to you on a month to month basis on the then current standard monthly price for that Service as set out in our Price List. We will send you an end-of-contract-notification which will provide you with the relevant details. Once the Minimum Period has expired you will need to give us thirty (30) days’ notice to terminate the Contract. During this notice period, we will carry on providing the Services and you will pay the charges for the Services provided during the notice period but no Early Termination Charges are payable.

Termination for Breach or Insolvency

14.3 Either Party (the "Non-Defaulting Party") may terminate the Contract (without prejudice to its other rights and remedies) with immediate effect by written notice to the other Party (the "Defaulting Party") if the Defaulting Party:

14.3.1 commits a material breach of the Contract that is incapable of remedy; or

14.3.2 commits a material breach of the Contract which is capable of being remedied and fails to remedy that breach within thirty (30) days, except where the material breach is non-payment of Charges, the time to remedy will be (ten (10) days for a first failure by you to pay the Charges when due and seven (7) days for any subsequent failure, of receiving written notice from the Non-Defaulting Party of that breach;

14.3.3 is repeatedly in breach of the Contract such as persistent non-payment of Charges; or

14.3.4 is subject to an Insolvency Event.

Termination by Customer

14.4

(c) You may terminate the Contract, if TELEAUORA notifies you of changes to the the Contract pursuant to Clause 12.3 and you do not agree with these changes, by providing written notice to TELEAUORA within thirty (30) days after receiving such notification from TELEAUORA. If you choose to terminate the Contract in accordance with this clause, you will not be liable for any additional charges except for the Charges for the period of time we delivered the Services to you prior to the actual termination of them and for all incurred but outstanding Charges.

Your continued use of the Services after the notice period for the changes will constitute your acceptance of them.

(d) As set out in Clause 2.8, you may terminate the Contract for convenience prior to the Service Commencement Date by giving us at least 60 days’ written notice. If you do so, you will pay the Cancellation Charges.

(e) As set out in Clause 2.8, you may terminate the Contract for convenience on or after the Service Commencement Date by giving us at least 60 days’ written notice. If you do so, you will pay the Early Termination Charges.

Termination by Teleauora

14 5 We may terminate the Contract:

14.5.1 immediately upon written notice to you if Ofcom prohibits or suspends the provision of the Services by us;

14.5.2. immediately upon written notice to you where, due to a change in the Applicable Law or an event beyond our reasonable control, a licence that is required for the lawful provision of the Services is revoked;

14.5.3 on not less than thirty (30) days’ written notice to you for any other reason, provided that the date of termination is after the expiry of the Minimum Period; or

14.5.4. in accordance with Clause 3.3.4, 3.3.5 or 3.5.4.

14.6. We may terminate the provision of a Service to any Site on thirty (30) calendar days’ written notice to you if: (i) a Site has been demolished; or (ii) any licences or consents that are required to provide the Services on the Sites are revoked. In such circumstances, we shall be entitled to recover the Early Termination Charges from you save where the Site demolition or loss of licence or consent is due to an act or omission of ours.

14.7 Where we terminate the Contract pursuant to our rights under the Contract and/or due to your material breach of the Contract in accordance with Clause 14.3 , then we shall be entitled to invoice you immediately following the termination date of the Contract and you will be liable to pay us in accordance with Clause 5 the Cancellation Charges or Early Termination Charges, as applicable.

15. Consequences of Termination

15.1 All rights and obligations of the parties shall cease to have effect immediately upon termination of the Contract except that termination shall not affect:

15.1.1 accrued rights and obligations of the parties at the date of termination; and

15.1.2 the continued survival and validity of the rights and obligations of the parties under Clauses 7 (Confidentiality), 9 (Liability),11 (Force Majeure and Relief Events), 15 (Consequences of Termination), 16 (Notices), 17(Miscellaneous), 18 (Entire Agreement), 20 (Subcontractors and Assignment), 22 (Third Parties), 23 (Governing Law and Jurisdiction). Schedule 1 (Definitions) and any other provisions of the Contract necessary for the interpretation or enforcement of the Contract.

15.2 Upon termination of the Contract or a Service in respect of particular Sites, you shall at your own cost and expense return to us and, where requested by us shall allow us or our agent access to the Site(s) to remove any TELEAUORA Equipment, and other items that belong to us and we shall remove all such TELEAUORA Equipment from the Sites as soon as reasonably practicable.

15.3 If the Contract (or part thereof) is terminated by you during the Minimum Period pursuant to Clauses 3.3.4, 3.3.5 or, by us pursuant to Clauses 3.3.4, 3.3.5, 3.5.4, or 14.3 , or by you pursuant to Clause 14.4(b) or Clause 14.4(c)you shall pay to us the Cancellation Charges or the Early Termination Charges, as applicable, in accordance with Clause 5.

16. Notices

16.1 Any notice given to a Party under or in connection with the Contract will be in writing in English and shall be delivered:

(a) by hand, or sent by prepaid, first class post or other next working day delivery service at its registered office address (if a company) or its principal place of business (in any other case) or:

(b) by email in the case of TELEAUORA: hello@teleauora.com and in the case of the Customer, to the email address set out in the Order or as otherwise notified by you to us.

16.2 Notice given in accordance with Clause 16.1 will be deemed to have been duly given and received as follows:

16.2.1 if sent by email to on the date of transmission or if this is outside Business Hours then the date when Business Hours resume;

16.2.2 if delivered by hand, on the date the notice is left at the proper address provided always that if any notice or demand is given or made outside of the hours Business Hours, such notice will be deemed to be given on the date when Business Hours resume; and

16.2.3 if sent by prepaid first class post or other next working day delivery service, two (2) Business Days after the date of posting.

17. Miscelaneous

17.1 Waiver: No failure or delay of either Party in exercising its rights hereunder (including the right to require performance of any provision of the Contract) shall be deemed to be a waiver or release of such rights. Any waiver or release must be specifically granted in writing signed by the Party waiving its rights and shall:

17.1.1 be confined to the specific circumstances in which it is given;

17.1.2 not affect any other enforcement of the same or any other right; and

17.1.3 (unless it is expressed to be irrevocable) be revokable at any time in writing

Any single or partial exercise of any right, power or remedy provided by law or under the Contract shall not preclude any other or further exercise of it or the exercise of any other right, power or remedy.

17.2 Validity: The provisions contained in each clause and sub-clause of the Contract shall be enforceable independently of each of the others and their validity shall not be affected if any of the others are invalid. Without prejudice to Clause 17.6, if any of those provisions is void but would be valid if some part of the provision were deleted, the provision in question shall apply with such modification as may be necessary to make it valid.

17.3 No Partnership or Agency: Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between the Parties, constitute either Party as the agent of the other Party, or authorise any Party to make or enter into any commitments for or on behalf of the other Party.

17.4 Amendments: Unless expressly stated otherwise no modification, amendment or other change may be made to the Contract or any part thereof unless recorded in writing and executed by authorised representatives of TELEAUORA and you.

17.5 Remedies:.Except where expressly provided otherwise in the Contract, the rights and remedies under the Contract shall be cumulative and are not exclusive of any other rights or remedies provided by law or otherwise.

17.6 Severability: If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it will be deemed deleted, but that will not affect the validity and enforceability of the rest of the Contract.

17.7 Accuracy of information: Each Party shall ensure that information provided to the other Party in accordance or in connection with the Contract is correct to the best of its knowledge at the time of such provision.

18. Entire Agreement

18.1 The Contract and the documents referred to in it:

18.1.1 constitute the entire agreement and understanding of the Parties; and

18.1.2 supersede any previous agreement between the Parties relating to he subject matter of the Contract.

18.2 Each Party acknowledges that it has not been induced to enter into the Contract in reliance on, nor has it been given, any warranty, representation, statement, assurance, covenant, agreement, undertaking, indemnity or commitment of any nature whatsoever, other than as expressly set out in the Contract and/or the documents referred to in the same and, to the extent that either Party has been so induced, it unconditionally and irrevocably waives any claims, rights or remedies which it might otherwise have had in relation to the same.

18.3 Nothing in Clauses 18.1 to 18.2 (inclusive) shall limit or exclude any liability for fraud.

19. Further Assurance

19.1 Each Party shall, if reasonably requested by the other Party and at the other Party's cost, execute or cause to be executed all documents and do or cause to be done all further acts and things as may be reasonably necessary in order to vest in and secure to the other Party and its successors in title the full benefit of the assets, rights and benefits to be transferred or granted to the other Party under the Contract and for the protection and enforcement of the same and otherwise to give effect to the Contract and to the rights and obligations contained within the Contract.

20. Subcontractors and Assignment

20.1 Neither Party may assign or delegate its rights or obligations under the Contract without the prior written consent of the other (such consent not to be unreasonably withheld or delayed) save that:

20.1.1. you acknowledge that we may use facilities provided by third parties and may use Subcontractors to perform the Services provided that we remain liable for the act or omission of the Subcontractor in relation to the Services; and

20.1.2. We may transfer our rights to an Affiliate without consent provided that we notify you that we have done so.

21. Third Parties

21.1. It is agreed for the purposes of the Contracts (Rights of Third Parties) Act 1999 that the Contract is not intended to, and does not give to any other person who is not a Party to the Contract, any rights to enforce directly any provisions contained in the Contract except for any person to whom the benefit of the Contract is assigned in accordance with Clause 20.

22. Dispute Resolution

22.1 The Parties shall endeavour to settle all disputes arising out of the Contract (a Dispute) by negotiations between officers of each Party with appropriate seniority to settle the Dispute. Either Party may trigger the application of this Clause 22 by serving notice in writing of any such Dispute (setting out in reasonable detail the nature of the Dispute) ("Dispute Notice"). If those officers are unable to resolve the Dispute within ten (10) Business Days after the date of the Dispute Notice, the Dispute will be referred to the appropriate directors of each Party.

22.2. If a Dispute remains unresolved after a period of twenty (20) Business Days after the service of a Dispute Notice, either Party shall be free to pursue whatever remedies are available to it at law.

22.3. Clauses 22.1 will not prevent either Party from:

22.3.1. seeking injunctive relief in the case of any breach or threatened breach by the other of any obligation of confidentiality or any infringement by the other of the first-named Party's Intellectual Property rights; or

22.3.2 commencing any proceedings or taking similar action where this is reasonably necessary to avoid any loss of a claim, including due to the rules on limitation of actions.

23. Governing Law and Jurisdiction

23.1 The Contract shall be governed by English law and the Parties hereby submit to the exclusive jurisdiction of the English courts. The Parties further agree that any non-contractual obligations arising out of or in connection with the Contract shall be governed by English law and subject to the exclusive jurisdiction of the English Courts.

Schedule 1: Definitions

1. Definitions

1.1. In the Contract (except where the context otherwise requires) the following words and expressions shall have the meanings set out below. Additional terms may be defined in the context of particular provisions of the Contract:

"Abortive Visit Charge" means the amount set out or referred to in the Order, or TELEAUORA’S Price List (as applicable) charged by us if it is unable to gain access to or install equipment at a Site;
"Acceptance" means the successful completion of the Acceptance Tests;
"Acceptance Tests" means the standard tests to be carried out by us on the Services in accordance with the Performance Specifications;
“Affiliate” means in relation to any Party, a person which, directly or indirectly:
(a) is Controlled by that Party;
(b) Controls that Party; or

is Controlled by a person referred to in (b) above;

"Applicable Law" means all law, enactments, regulations, regulatory policies, regulatory guidelines, industry codes, regulatory permits and regulatory licences, in each case (and including any changes or updates to the same) which are in force from time to time that apply to the provision or receipt of a Service;
“AUP" means our acceptable use policy which can be found on our website at [ADD DETAILS] as updated from time to time;
"Business Day" means a day which is not a Saturday, Sunday or a public holiday in the United Kingdom
“Business Hours” means the period from 8am until 5pm on any Business Day.
“Cancellation Charges” means the charges that you shall pay if the Contract or part of it, is cancelled prior to the Service Commencement Date and may include any relevant third party supplier charges incurred as a result of such cancellation, any unpaid Installation Charge, any other one-off Charges and any unpaid but agreed by you, Excess Construction Charges;
"Change Control Procedure" shall have the meaning set out in Clause 12.1;
"Change Control Note’ or “CCN" means a change control note issued in accordance with Clause 12 hereunder, the contents of which are described in Clause 12
"Charges " means the amounts payable by you for the Services in accordance with the Contract and as set out in an Order or the TELEAUORA Price List
"Claim" has the meaning given in Clause 9.3
"Confidential Information" means any and all information whether in written or any other form which has been or may be disclosed in the course of the discussions leading up to, the entering into, or performance of the Contract and which is identified as confidential or is clearly by its nature confidential including information relating to the Contract or the Services, data used or generated in the provision of the Services, or any details of either Party’s products, operations, processes, plans or intentions, know-how, trade secrets, market opportunities and business affairs;
“Confirmation Email” means the email that we send you confirming that we can provide the Services that you have requested in an Order.
"Contract Month" means a calendar month commencing on the 1st of the month except for: (i) the first Contract Month, which shall commence on the Services Commencement Date and terminate on the last day of the month that the Services Commencement Date is in, and (ii) the final Contract Month, which shall commence on the 1st of the month in which termination or expiry occurs and end on the date of termination or expiry of the Contract;
"Contract Year" means a period of 12 months commencing on the Effective Date and any anniversary of the Effective Date;
“Control” means the power of a person to secure (whether by the holding of shares, possession of voting rights or by virtue of any powers conferred by articles of association, constitution, partnership agreement or other document regulating such person) that the affairs of another are conducted in accordance with its wishes and "Controlled" shall be construed accordingly;
“Customer” means the Party with whom TELEAUORA contracts to provide the Services to.
“Customer Equipment” means any equipment which is supplied by or used on behalf of you.
“Customer Outage” has the meaning given in Clause 3.5.3;
“Customer Representative” means any employee, officer, representative, contractor or agent (including the employees of such officer, representative, contractor or agent) of you;
"Defaulting Party" shall have the meaning set out in Clause 14.3;
"Demarcation Point" means unless otherwise defined in the Contract the demarcation point up to and including TELEAUORA Equipment which we are responsible for and which is used in the provision of the Services. For clarity the demarcation point will be the switch located in the Customer’s premises and will not include Routers or Wifi equipment;
"Dispute Notice" shall have the meaning set out in Clause 22.1;
"Dispute" shall have the meaning set out in Clause 22.1;
"Due Date" shall have the meaning set out in Clause 5;
"Early Termination Charge" means the charges that you shall pay, if the Contract (or part of the same) or Service is cancelled after the Service Commencement Date but prior to the end of the Minimum Period and shall include Rental Charges for the remainder of the Minimum Period and may include any relevant third party supplier charges incurred as a result of such cancellation, any unpaid Installation Charge, any other one-off Charges and any unpaid but agreed by you, Excess Construction Charges;
"Effective Date" means the date set out in your Confirmation Email;
"Emergency" means any event beyond our reasonable control, which would have a material adverse effect on, or reduces or impairs, the overall quality or performance of the Network and/or the Services, in such circumstances that it would not be reasonably practicable for us to provide the notice referred to in Clause 3.9.4;
"Excess Construction Charge" means a charge that you may apply for resources required to provide a Service to a Site that exceed the level of resources typically required to provide a Service to a Site, as set out in the Contract or as calculated in accordance with the TELEAUORA Price List, such as survey charges, poles, footway boxes, carriage way boxes, new duct work, blown fibre, internal cabling and jointing;
"Force Majeure Event" means any event beyond the reasonable control of either or both of the Parties including to the extent such events are beyond the reasonable control of the affected Party or Parties acts of government, highways authorities, legal or regulatory authorities, war, civil war, armed conflict or acts of terrorism or a public enemy or other catastrophes, riot, civil commotion, epidemics, environmental damage, damage caused by third parties, pressure waves caused by devices travelling at supersonic speeds, nuclear accident, acts of God and strikes, slowdowns, lockouts or other labour stoppages affecting third parties, difficulty, delay or failure in supply by third parties, which in each case causes either Party to be unable to comply with all or a material part of its obligations under the Contract;
"Insolvency Event" means in respect of a person, company or partnership, any of the following (other than for the purposes of a bona fide scheme of solvent reorganisation)
(a) a court order is made for the winding up of such person, company or partnership;
(b) the filing of a notice of intention to appoint an administrator to such person, company or partnership;
(c) the filing of a petition to wind up such person, company or partnership which has not been satisfied or dismissed within seven days of its presentation;
(d) an administrator, receiver, liquidator, administrative receiver or trustee in bankruptcy is appointed in relation to such person, company or partnership or any of such person's, company’s or partnership’s assets or undertakings, or if circumstances arise which entitle a court of competent jurisdiction or a creditor to make such an appointment;
(e) such person, company or partnership is unable to pay its debts as they become due or makes any arrangement or composition with its creditors, or any class of them, or makes an application to a court of competent jurisdiction for the protection of its creditors in any way;
(f) the holder of any security over all or substantially all of the assets of such person, company or partnership, takes any step to enforce that security;
(g) all or substantially all of the assets of such person, company or partnership are subject to attachment, sequestration, execution or any similar process; or
(h) anything analogous to any of the events described above occurs in any jurisdiction;
"Installation Charges" means the installation charges payable by you as specified in the Contract;
"Intellectual Property" means (i) copyright, patents, database rights and rights in trade marks, designs, know-how (whether registered or unregistered), (ii) applications for registration and the right to apply for registration, for any of these rights; and (iii) all other intellectual property rights and equivalent or similar forms of protection existing anywhere in the world;
"Loss" means each loss, damage, fine, penalty, cost, expense or other liability (including legal and other professional fees) and Losses shall be interpreted accordingly;
"Minimum Period" means the minimum period for the Contract, as set out in the Order, commencing on the Service Commencement Date;
"Network" means the overall system owned, used or operated by us and through which certain Services will be provided by us under the Contract;
"New IPRs" shall have the meaning set out in Clause 10.4;
"Non-Defaulting Party" shall have the meaning set out in Clause 14.3;
"Order" means our order form from time to time which you shall complete to order Services and which shall be submitted by you in accordance with Clause 2, either manually or electronically, as directed by us;
"Owners" shall have the meaning set out in Clause 10.1;
"Party" means us and you (as the case may be) and shall include permitted assignees and "Parties" shall mean both of us and you;
“Portal” means portal provided by us to you on which you place Orders;
"Price List" means the price list for the Services provided by us, as updated by us from time to time which is set out on our Business Internet page;
"Relief Event" shall have the meaning set out in Clause 11.6;
"Rental Charges" means the rental charges payable by you as specified in the Contract;
“Router” means a router connected to the Services which is either (i) purchased by you from us or (ii) supplied by you as part of the Customer Equipment.
"Scheduled Maintenance" shall have the meaning given in Clause 3.9.4;
"Schedules" means the schedules to the Contract;
"Service Commencement Date" shall have the meaning set out in Clause 3.7.1;
"Services" means the wireless connectivity services to be provided by us to you pursuant to the Contract (and "Service" shall be construed accordingly);
"Site" means your premises at which any Customer Equipment or TELEAUORA Equipment is to be installed, or to which any Services are to be provided, pursuant to the Contract;
"Site Survey" shall have the meaning set out in Clause 3.3.1;
"Software" means any software provided by us to you pursuant to the Contract;
"Subcontractor" means a subcontractor of ours engaged by us to perform all or any part of the Services or any other obligation of ours under the Contract and which includes carriers;
"Target Service Commencement Date" means the date set out in the Contract that the parties are targeting to be the Services Commencement Date;
"TELEAUORA Equipment" means any equipment which is supplied by or on behalf of us for the purpose of providing the Services and includes any equipment specified in the Contract in respect of which title will remain with us, the Subcontractor or their respective subcontractors or suppliers;
"TELEAUORA Personnel" means any employee, contractor or agent (including the employees of such contractor or agent) of ours engaged by us to provide the Services;
"Terms and Conditions" means these terms and conditions;
“User” means any person you allow to use the Service.

1.2 In the Contract (except where the context otherwise requires):

(f) references to the singular include the plural and vice-versa;

(g) any reference to "persons" includes natural persons, firms, partnerships, companies, corporations, associations, organisations, governments, states, governmental or state agencies, foundations and trusts (in each case whether or not having separate legal personality and irrespective of the jurisdiction in or under the law of which it was incorporated or exists);

(h) except where the context expressly requires otherwise, references to Clauses, paragraphs, subparagraphs and Schedules are references to Clauses, paragraphs, subparagraphs and schedules of or to the Contract and references to Parts are to parts of the Schedules;

(i) the headings are for convenience only and shall not influence the interpretation of the Contract;

(j) any reference to time of day is to the local time in the United Kingdom;

(k) general words introduced or followed by the word "other" or "including" or "in particular" shall not be given a restrictive meaning because they are followed or preceded (as the case may be) by particular examples intended to fall within the meaning of the general words; and

(l) a reference to a statute, statutory provision or any subordinate legislation made under a statute is to such statute, provision or subordinate legislation as amended or re-enacted from time to time whether before or after the date of the Contract and, in the case of a statute, includes any subordinate legislation made under that statute whether before or after the date of the Contract.

Schedule 2: Terms for Purchase of Routers By You From Us

You may request to purchase a Router from us in place of providing your own Router to connect to the Services.
If you want to purchase the Router, details will be set out in the Order Form.
We will deliver the Router to the address of your premises set out in the Order Form and the date of delivery to the address of such premises is when delivery will be deemed to have occurred (“Delivery”).
We will provide instructions for you to connect the Router to the Services.
Risk in the Router passes to you on Delivery.
Title to the Router will not pass to you until the we receive payment in full (in cleared funds) from you for the Router.
We warrant that on Delivery and for a period of 12 months from the date of Delivery (“warranty period”), the Router shall:
(a) conform with its description;
(b) be free from material defects in design, material and workmanship;
(c) be of satisfactory quality (within the meaning of the Sale of Goods Act 1979); and
(d) be fit for any purpose held out by us.
Unless an exception applies under paragraph 9 below if:
(a) you give us notice in writing during the warranty period within a reasonable time of discovery that the Router does not comply with the warranty;
(b) we are given a reasonable opportunity of examining the Router; and
(c) you return the Router to us at our cost,

we shall, at our option, repair or replace the defective Router, or refund the price of the defective Router in full and this will be your only remedy for breach of the warranty. These terms shall apply to any repaired or replacement Routers supplied by us.

9. We will not be liable for the Router's failure to comply with the warranty at paragraph 8 if:

(a) you make any further use of the Router after telling us it is non-compliant;

(b) the defect arises because you failed to follow our oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Router or (if there are none) good trade practice;

(d) the defect arises because of fair wear and tear, wilful damage, negligence, or abnormal working conditions.

10. Where we replace a Router, the original Router returned by you will belong to us.

Business internet services terms & conditions