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1.1 Oxfordshire Rural Broadband
Limited (hereinafter referred to as ‘ORB’) has adopted a philosophy
that assumes the honesty and good intent of the Customer and other Authorised
Users.
1.2 These Terms and Conditions must be read in conjunction with our Acceptable
Use Policy ("AUP"), both of which may be subject to change from time
to time. The Customer and Authorised Users agree to comply with these Terms
and Conditions and the AUP. The Customer shall ensure that all Authorised Users
comply with these Terms and Conditions and the latest edition of the AUP in
force at any given time. The Customer shall ensure that these Terms and Conditions
are brought to the attention of and accepted by Authorised Users before access
by Authorised Users to the Services.
1.3 These Terms and Conditions do not create any contract between ORB and any
Authorised User for the provision of services to any Authorised User.
1.4 Further, Authorised Users will be subject to the Authorised User Conditions.
The Customer shall ensure that the Authorised User Conditions are brought to
the attention of and accepted by Authorised Users before access by Authorised
Users to the Services and that Authorised Users comply with the Authorised User
Conditions.
2. Definitions
In these terms and conditions the following terms shall have the meanings allocated
to them as follows:
"Acceptable Use Policy" means the acceptable use policy of ORB as
set out on our website www.oxonrb.net and as may be amended by ORB from time
to time;
"Agreement" means these terms and conditions, the Price List, the
Registration Details and the Technical Requirements;
"Authorised Users" means any users who are authorised by the Customer
to use the Services ORB provides to the Customer;
"Authorised Users Conditions" means the Terms and Conditions applicable
to Authorised Users;
"ORB ADSL Service" means the ORB broadband Internet access service
provided through a BT telephone line, as further defined at www.oxonrb.net;
"BT" means British Telecommunications plc of 81 Newgate Street, London
EC1A 7AJ;
"Charges" means the charges payable by you for the Service and the
Equipment, details of which appear on the Price List;
"Commencement Date" means the date when the Services or any part them
are first made available to you or when you first start to use the Services,
whichever is the earlier;
"Customer" or "you/your" means the person with whom ORB
is entering into the Agreement, as specified in the Registration Details, but
does not include Authorised Users;
"Distance Selling Regulations" means the Consumer Protection (Distance
Selling) Regulations 2000;
"Equipment" means the equipment that is purchased by you from ORB
or was supplied by ORB for your use;
"Internet" means the global data network comprising interconnected
networks using the TCP/IP protocol suite;
"Minimum Period" means in respect of the ORB ADSL Service, 1 month
and in respect of all other Services one month commencing from the Commencement
Date;
"Community Zone" means the service which allows you to connect to
ORB CAN Broadband Internet connection points other than those covering the nominated
address and is further described at www.oxonrb.net;
"ORB CAN Service" means the Wireless service that provides Customers
and/or Authorised Users with a Wireless broadband service at the nominated address
using the Required Equipment as further described at www.oxonrb.net ;
"ORB", "we" or "us" means Oxfordshire Rural Broadband
Limited;
"PC" means a personal computer, laptop or other device which connects
to the Internet over BT telephone lines or Wireless;
"Premises" means the address at which ORB agrees to provide the Service
to the Customer;
"Price List" means the price list published by ORB on our website
www.oxonrb.net setting out the Charges payable for the Services and the Equipment,
as may be amended by ORB from time to time;
"Privacy Policy" means the privacy policy set out on our website at
www.oxonrb.net /privacy governing our use of the personal information that we
collect from you in connection with the Services;
"Registration Details" means the personal information you provide
on registration for the Services;
"Required Equipment" means the equipment which you will need to use
the Services as specified on our website www.oxonrb.net ;
"Service Availability Area" means the geographic area prescribed by
ORB where the ORB CAN Service is potentially available, as published on ORB’s
website www.oxonrb.net as may be amended from time to time;
"Services" means ORB CAN, the ORB ADSL Service and ORB Community Zone
and "Service" shall be construed accordingly.
"Technical Requirements" means the requirements to enable the Services
to be provided to you as published on ORB’S web site www.oxonrb.net ;
"Technical Support" means the facility provided by ORB to report faults
and provide support for the Service;
"Terrorism" means any act(s) of any person(s) or organisation(s) involving:
1. The causing, occasioning or threatening of harm of whatever nature and by
whatever means; 2. Putting the public or any section of the public in fear,
in circumstances in which it is reasonable to conclude that the purpose(s) of
the person(s) or organisation(s) concerned are wholly or partly of a political,
religious, ideological or similar nature.
"Wireless" means any means of connecting computers to each other directly,
or via a network, without using cables or infra-red connections.
3. The Service
3.1 Registering with the ORB ADSL Service gives the Customer the ability, subject
to Clause 4, using a PC and the Required Equipment, to access the Internet on
an "always-on" basis.
3.2 Registering with ORB CAN Service gives the Customer the ability to connect
via Wireless to the ORB ADSL Service or equivalent broadband Internet access
service when using the appropriate equipment.
3.3 The Customer may authorise Authorised Users to share its broadband connection
strictly subject to Clause 6 and other terms of this Agreement.
3.4 Registering with Community Zone gives the Customer the ability to access
the Internet using ORB CAN Broadband Internet connection points on an "opt
in" and "opt out" basis as described at www.oxonrb.net. The Customer
may only use Community Zone if the Customer receives ORB CAN Broadband or its
ORB ADSL Service.
3.5 The Services will be provided or procured by ORB with reasonable skill and
care and in accordance with the provisions of this Agreement.
3.6 Before we can provide you with the Services:
(a) We need to activate the Services;
(b) You need to comply with the Technical Requirements.
3.7 If you use the Services for business purposes, you and all Authorised Users
agree that they do so without any guarantees, warranties, representations or
conditions (whether express or implied) including but not limited to, any warranties
or conditions as to satisfactory quality or fitness for a particular purpose,
which are expressly excluded to the extent permitted by law. ORB shall not be
and you will not hold ORB responsible for any loss of profit, business, opportunity,
goodwill, reputation or savings, wasted expenditure or data being lost or corrupted
(or in each whether anticipated or not).
3.9 If you subscribe to the ORB CAN Service or ORB ADSL and the service is terminated
for any reason in accordance with this Agreement you will continue to be liable
to pay for the ORB Services during the Minimum Period.
3.10 Your Registration Details shall be true, accurate and complete. You agree
to inform ORB of any changes to your Registration Details immediately by amending
your account details in writing to ORB at its registered address or at www.oxonrb.net
.
3.11 ORB will respect your personal information and undertakes to comply with
the Data Protection Act 1998 as amended from time to time and other relevant
data protection legislation.
3.12 In relation to your Registration Details, you agree and hereby consent
to ORB passing those details to our agents and such other third parties as may
be necessary in order to provide and operate the Service and deliver the Equipment.
3.13 Our use of your Registration Data will be in accordance with our Privacy
Policy. If applicable, our use will however be subject to any limitations you
selected or choices you made on the registration form in which you have provided
Registration Details. As a recipient of the Services you agree that we may send
you information and mailings regarding the Services. Other than as may be required
by law, or as permitted under this Agreement, ORB shall not disclose your Registration
Details to any third party without your permission.
4. Charges
4.1 Customer agrees to pay ORB the Charges. ORB reserves the right to modify
the Charges for the Services upon 30 days written notice to the Customer.
4.2 All Charges must be paid in advance, either monthly or annually. ORB may
charge daily interest on outstanding amounts until payment in full is received,
at a rate equal to 4 per cent per annum above the Co-operative Bank plc Base
Lending Rate in force from time to time.
4.3 All sums due to ORB under this Agreement are subject to Value Added Tax
where applicable, and any other use or sales taxes, duties or levies imposed
by any authority, government, or government agency which may apply or be introduced
from time to time, which shall be charged thereon in accordance with the relevant
regulations in force at the time of providing the Services and shall be paid
by the Customer.
5. ORB Obligations
5.1 ORB does not accept any responsibility for any faults, defects or errors
in either the Services or the Equipment. You and Authorised Users acknowledge
that there may be technical limitations that inhibit or hinder the commencement
or confirmation of the Services. You and all Authorised Users acknowledge that
it is technically impracticable to provide the Services free from errors and/or
faults and ORB does not undertake to do so.
5.2 You and all Authorised Users acknowledge that ORB cannot and does not warrant
that the Services will be interruption free or that information transmitted
via the Services will be secure. The Services may be suspended for operational
reasons (such as maintenance or Service upgrades) or in the case of an emergency.
ORB shall use reasonable endeavours to give the Customer as much notice as possible
of any such suspension or interruption.
5.3 ORB shall provide Technical Support via email at support@oxonrb.net or by
telephone to enable faults to be reported and resolved but does not warrant
that all faults will be corrected.
5.4 The obligations of ORB to provide the Services shall be conditional upon
the Technical Requirements being satisfied.
5.5 Except as may be expressly stated in this Agreement, all warranties and
conditions, whether express or implied by statute, common law, custom or otherwise
are hereby excluded to the fullest extent permitted by law.
5.6 You and all Authorised Users acknowledge that due to congestion on telecommunications
networks used by us or congestion on the Internet, the speed of the Services
may be reduced or may not be available at times.
6. Your Obligations
6.1 All subscribers must inform ORB if you intend to provide your own Wireless
or other Wireless connectivity to your broadband connection. Any connections
authorised by the Customer, Wireless or otherwise, must be for use by residents
of, workers at, or visitors to the Customer premises to which the connection
has been supplied or, at ORB’s discretion as specified in a written agreement
with ORB, and shall not be charged for or re-sold in any way. You must be prepared
to undertake, within a time frame specified by ORB, any such action as ORB may
advise from time to time to maintain the security of any ORB secure network
services. If we have reason to believe your use of the Service is a breach of
these conditions then we may terminate this Agreement or provision of the relevant
Service with immediate effect.
6.2 Where you subscribe to the ORB ADSL Service you may also request the option
of allowing Wireless enabled PCs for which you are responsible to connect to
any available Community Zone when that computer is away from the premises, subject
to the payment of an additional charge as advertised in our Price List. For
the avoidance of doubt, such additional Wireless enabled PCs will not be permitted,
except at the discretion of ORB, to access ORB Community Zone Wireless Broadband
Internet connection points that are directly accessible from the Customer premises.
6.3 You agree that as part of Services, some minor modifications and adaptations
may need to be made to your PC and the software residing on your PC to make
it operate with the Services. It is your responsibility to ensure that such
modifications do not invalidate the terms of any warranty you may have concerning
your PC. ORB shall incur no liability for any claim that your warranty has been
invalidated (if applicable) as a result of work carried out by you, ORB or its
agents in order to make your PC operate with the Services.
6.4 You acknowledge that ORB and/or its agents may give you instructions from
time to time which they believe are necessary for health, safety or quality
of the Services and other telecommunications services provided by ORB to you.
You agree that you will comply with all applicable laws and regulations from
time to time, including The Communications Act 2003.
6.5 You shall ensure that the Services are not used by any Authorised User:
(a) in a way that does not comply with any legislation, regulation or contract
applicable to Authorised Users or that is in any way criminal, unlawful or fraudulent
or has any criminal, unlawful or fraudulent purpose or effect;
(b) in breach of the Acceptable Use Policy or these Terms and Conditions;
(c) in a way that in ORB’s reasonable opinion could materially affect the
quality of ORB’s ability to provide the Services.
6.6 You will be responsible for all use of the Services by Authorised Users
and the connection of any equipment other than the Required Equipment and the
Equipment to the Service.
6.7 ORB shall have the right to suspend the Service if ORB reasonably believes
you or any Authorised Users are in breach of any of your obligations under the
Agreement.
6.8 The Customer shall indemnify and keep fully and effectively indemnified
ORB and its officers, directors and employees against all claims, liabilities,
damages, losses, costs and expenses (including reasonable legal fees) arising
out of any breach of the Agreement by any Authorised User or arising out of
any Authorised User’s use of the Services.
6.9 You will promptly notify ORB of any claims or proceedings threatened or
taken against Authorised Users relating to the Services and keep ORB informed
as to the progress of such claims and proceedings.
6.10 You shall permit ORB and its agents access to the Premises, the Services
and the Equipment as may be necessary for ORB to provide the Services and otherwise
comply and enforce the terms of this Agreement.
7. Delivery of equipment
7.1 ORB, or its agent may deliver the Equipment to either the Premises or any
other location (only in the United Kingdom) notified to us by you and for the
avoidance of doubt you shall be liable for any reasonable costs incurred by
us in relation to carriage, postage and packing and any other applicable duties,
taxes and charges.
7.2 We shall use our reasonable endeavours to deliver the Equipment to the notified
location by the delivery date communicated to you. You should be aware that
this delivery date is not guaranteed or of the essence of the Agreement.
7.3 You shall inspect the Equipment immediately upon receipt and inform us by
email to support@oxonrb.net or in writing to ORB at its registered address within
5 (five) days of delivery of any damage or missing items from the delivery.
7.4 The goods belong to us until you have paid for them, but they are at your
risk as soon as we deliver them to you.
8. Equipment replacement
8.1 In the event that ORB provides you with replacement Equipment as a result
of a fault which is covered under the manufacturer’s warranty you must
return the faulty Equipment to ORB or its appointed agent within 14 days of
receipt of the replacement Equipment. If you fail to return the faulty Equipment
to ORB within 14 days, ORB reserves the right to charge you the full replacement
cost for such Equipment unless actual proof of postage can be provided to ORB.
8.2 You will assume the risk of damage to or loss of the Equipment from the
moment the Equipment is delivered to you. Despite you assuming this risk, until
ORB has received in cash or cleared funds payment in full for the Equipment,
or until the Equipment has been with you for 12 months, you will not be deemed
to own the Equipment and all legal and equitable ownership will be vested in
us.
9. Warranties and liability
The Equipment is covered by a manufacturer’s warranty. You shall be responsible
for contacting and returning any registration or warranty cards to the Equipment
manufacturer.
ORB shall not be held responsible for any acts of the manufacturer or its agents
including (without limitation) any failure by the manufacturer to replace or
repair the Equipment.
10. If you must return your equipment
10.1 You have the right to cancel your agreement to purchase any Equipment on
the terms contained in this Agreement ("Equipment Agreement") within
7 working days from the day after the date of delivery of the Equipment provided
that you give us written notice to support@oxonrb.net or in writing to ORB at
its registered address. So that there is no misunderstanding you should be aware
that you are not entitled to cancel the ORB ADSL Service after the Commencement
Date even if you have cancelled the Equipment Agreement.
10.2 If you exercise your right to cancel the Equipment Agreement, as specified
above in Clause 10.1, we will, in accordance with the (Distance Selling) Regulations,
reimburse any payment made by you under the Equipment Agreement within 30 days
from the date on which you give us this notice of cancellation.
10.3 You cannot cancel the Equipment Agreement if you do not take reasonable
care of the Equipment either prior to cancellation of the Equipment Agreement
or, after cancellation while the Equipment remains in your possession. To take
reasonable care of the Equipment you shall retain and keep the original box
and packaging to the Equipment in good condition and shall ensure that the Equipment
is stored in accordance with the manufacturer’s recommendations.
10.4 If you return the Equipment, as specified above, you shall return it to
ORB using only a carrier approved by ORB. If we are required to collect the
Equipment, we shall be entitled to charge you for the direct costs of so doing.
11 Intellectual property
rights
11.1 You agree to enter into any agreement reasonably required by the owner
of the copyright in any software made available to you for the purpose of accessing
the Services.
11.2 You and all Authorised Users acknowledge and agree that all intellectual
property rights in the Services (including, without limitation, the Equipment
and any associated software) are vested and shall remain vested in ORB, its
agents, the Equipment manufacturer or their licensors, as appropriate, and you
will not copy, reverse engineer, distribute, adapt, modify or otherwise use
such software unless expressly authorised by this Agreement.
12 Limitation of liability
12.1 ORB shall not in any circumstances be liable for your breach of any contract
between you and any other ORB ADSL Service provider for the provision of broadband
Internet access which may occur as a result of you using the Services.
12.2 Nothing in this Agreement shall exclude or limit liability for death or
personal injury caused by negligence and ORB accepts unlimited liability for
death or personal injury resulting from its negligence.
12.3 ORB shall not be liable to you or any Authorised User, either in contract,
tort (including negligence) or otherwise for loss of profits, revenue, contracts,
business or anticipated savings (in each case whether direct or indirect), nor
for any indirect or special loss or damage or for any destruction of, or impairment
of, access to any data arising in relation to this Agreement including, without
limitation, ORB’S ability to provide the Services.
12.4 ORB’s liability in contract, tort (including negligence) or otherwise
in relation to this Agreement is limited to the price paid by the Customer for
the Equipment and the Charges in the year (commencing from the Commencement
Date or any anniversary of the Commencement Date) in which the liability first
arose.
12.5 Each provision of this Agreement excluding or limiting liability, operates
independently of other provisions. If any part of this Agreement is held by
a court to be unreasonable or inapplicable, the other parts shall continue in
full force and effect.
13 Term and termination
13.1 This Agreement may be terminated at any time prior to the Commencement
Date. However, if we have supplied you with Equipment you must either pay for
the Equipment or return such Equipment to us (at our request) and (if applicable)
we will refund you for any payment received from you for such Equipment.
13.2 After the Commencement Date this Agreement may be terminated as follows
(and the cancellation provisions of the Distance Selling Regulations will not
apply to the Services):
(a) At the end of the Minimum Period by either of us on 30 days’ notice;
(b) By you giving 7 days’ notice if we inform you of a material change
to the Services or we give notice of an amendment to this Agreement pursuant
to Clause 15 where such changes are to your detriment;
(c) If you give notice of termination of this Agreement, or we terminate during
the Minimum Period and the Services are available for you to use, you must pay
all Charges payable during the Minimum Period.
13.3 Either party may terminate this Agreement immediately, on notice if the
other:
(a) commits a material breach of this Agreement, which is capable of remedy,
and fails to remedy the breach within a reasonable time of a written notice
to do so; or
(b) commits a material breach of this Agreement which cannot be remedied; or
(c) is the subject of a bankruptcy order, or becomes insolvent, or makes any
arrangement or composition with or assignment for the benefit of their creditors,
or goes into voluntary (otherwise than for solvent reconstruction or amalgamation)
or compulsory liquidation or a receiver or administrator is appointed over its
assets or a substantial part of its assets.
13.4 ORB shall be entitled to terminate this Agreement forthwith by written
notice in the event that:
(a) the contract between ORB and any telecomms supplier of ORB, enabling ORB
to provide the Services, is terminated; or
(b) the ORB ADSL Service provided to ORB by its telecomms supplier is not of
the quality deemed by ORB to be appropriate to provide the Services; or
(c) any Authorised User is in breach of this Agreement or the Authorised User
Terms.
13.5 If any of the events detailed in Clause 13.4 occur as a result of your
default, ORB may suspend the Services without prejudice to its right to terminate
this Agreement. Where the Services are suspended under this Clause 13.5 you
must pay all the Charges due in respect of the Services until this Agreement
is terminated.
13.6 In the event that ORB agrees to you terminating this Agreement before the
expiry of the Minimum Period, you must pay all the Charges due up to and including
the date of expiry of the Minimum Period.
13.7 Termination in accordance with this Clause 13 shall not prejudice or affect
any right of action or remedy which has accrued or shall thereafter accrue to
either party and all provisions which are expressed to survive this Agreement
or impliedly do so shall remain in full force and effect.
14 Force Majeure
14.1 If either party is unable to perform any obligation under this Agreement
because of a matter beyond that party’s reasonable control such as flood,
lightening, storm or other extreme wind or gale, fire, explosion, war, civil
disorder, Terrorism or steps taken to prevent, suppress, control or reduce the
consequences of any actual, attempted, threatened, suspected or perceived terrorism,
industrial disputes (whether or not involving that party’s employees),
or acts of local or central Government or other competent authorities or events
beyond the reasonable control of that party’s suppliers, the party will
have no liability to the other for that failure to perform.
14.2 If any of the events detailed in Clause 14.1 continue for more than 14
days either party may serve notice on the other terminating this Agreement.
15 Variation
ORB reserves the right to vary the terms of this Agreement or the nature of
the Services (where the technical specification of the Services is varied) at
any time and ORB will inform you of any such changes through e-mail, newsletter
or such other medium as ORB considers appropriate, provided that this is not
to the material detriment of the Customer.
16 Miscellaneous
16.1 This Agreement constitutes the entire agreement between the parties and
supersedes representations, communications and prior agreements (oral or written).
This Clause shall not apply to any statement, representation, or warranty made
or induced fraudulently.
16.2 Any notice or other communication to be given under the Agreement must
be in writing to the other party and may be delivered or sent by email, pre-paid
first class letter post or fax transmission at the last known address of the
party to be served. Any notice or document shall be deemed served if delivered,
at the time of delivery; emailed, at the time of delivery to your email server;
posted, 48 hours after posting; and if sent by facsimile transmission, at the
time of transmission.
16.3 The illegality, invalidity or unenforceability of any provision of this
Agreement shall not affect the continuation in force of the remainder of this
Agreement.
16.4 This Agreement shall not be assigned, sub-contracted, novated, sub-licensed
or otherwise disposed of by you. ORB reserves the right to assign, sub-contract
or otherwise transfer its obligations to provide the Service and/or supply the
Equipment to any third party.
16.5 A person who is not party to this Agreement shall have no right under the
Contracts (Rights of Third Parties) Act 1999 to enforce any of these terms.
This clause does not affect any right or remedy of any person that exists or
is available or otherwise than pursuant to that Act.
16.6 The Agreement shall be governed by and construed in accordance with English
Law and the parties hereby agree to submit to the exclusive jurisdiction of
the High Court of England.
© Oxfordshire Rural Broadband Limited 2004