Document Reference: CXNWB 013
Version Number: 2
Date Created: 30th May 2020
Your Agreement with Us
Your agreement with us (“this agreement”) is made up of the following documents:
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These conditions for ethernet broadband services.
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The conditions for communication services.
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The sales order form.
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The relevant tariff(s) for the services we agree to provide to you.
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Any further conditions relating to the specific services.
The terms of this agreement form part of the conditions of sale and shall be incorporated into the sales order form signed by the customer. These terms are to be read in conjunction with the conditions for communication services. No individual set of terms will individually constitute a full-service contract for this service. In the event of any conflict or inconsistency between the terms within these conditions and the conditions for communication services, then the terms within these conditions will prevail.
1. The Service
1.1. We will supply you with the services in accordance with our conditions and the accompanying signed sales order form and fully completed customer requirements form. The combination of which will form the agreement between the parties.
1.2. All details specified on the sales order form are based on information supplied by you and/or collected during a site survey and may be subject to amendment in accordance with clauses 1.4 to 1.6 below.
1.3. We and/or our subcontractors may conduct surveys to clarify whether the service, equipment, service commencement date, installation fee, or service fee require amending.
1.4. Where we determine that amendments are required, we will submit to you a replacement sales order form, reflecting any such changes. If the replacement sales order form is agreed by you, that replacement sales order form will immediately supersede the original sales order form (which will be immediately cancelled). If you do not agree the replacement sales order form, both the original sales order form and replacement sales order form will be cancelled by us 14 days after notification of such amendments. In some cases, we will not provide a replacement sales order form and any amendments to the service, or the charges may be agreed instead by email correspondence which will form a binding record of the changes agreed between us.
1.5. Following the completion of the surveys and, if required, the agreeing of the replacement sales order form or email confirmation, we will confirm the contractual delivery date to you. The contractual delivery date may be later than your required date if the required date falls before the minimum order lead times.
1.6. We will use reasonable endeavours to meet any agreed times or dates, but time is not of the essence in respect of those times or dates and you acknowledge that all timeframes are estimates only and that service levels are target service levels only.
1.7. Throughout the provisioning process, we will need to communicate with named member(s) of your staff to arrange access to your premises. Any delays to these requests by you will delay service commencement date and we will not be liable for any such delay.
1.8. To enable us to provide the installation service, you will:
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Prepare the sites and your networks in accordance with our instructions.
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Provide us with full access to your sites and networks.
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Provide a suitable operating environment for the equipment.
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Furnish us with such information and documents as we may reasonably require.
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Obtain all third-party consents, licenses, and rights reasonably required.
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Put in place adequate security and virus checking procedures.
1.9. All equipment provided by us will remain our property and we reserve the right to request return of the equipment at your cost.
1.10. We reserve the right not to provide the service to any site and to withdraw our provisional acceptance of an order for reasons including, but not limited to:
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The distance between a site and the point of presence of Connexin or its underlying service provider.
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If a site survey finds that a site is not suitable for the provision of the service.
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If you do not agree to pay the excess construction charges or any other charges reasonably levied by us.
1.11. We or our nominated subcontractor will install the service and will perform a series of commissioning tests to ensure that the configured service is functioning correctly. On successful conclusion of the commissioning tests, the service will be deemed to be ready for use and we shall be entitled to invoice you for such service from this date (“the Installation Date”).
2. Acceptance
2.1. We will notify you when the installation service has been completed. Within five (5) working days of the date of such notification, you will inspect and test the service for the purpose of acceptance (“acceptance testing”).
2.2. To the extent that such non-conformities will have, in our opinion, a material detrimental effect on the Service, we will use its reasonable endeavours to remedy such non-conformities.
2.3. Acceptance shall take place on the earlier of:
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Your written confirmation to us or our subcontractor that the acceptance testing has been completed.
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Five (5) working days from the date of our notification to you that the installation service has been completed.
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Five (5) working days from the date on which the notified non-conformities were remedied.
3. Your Obligations
3.1. You will be responsible for procuring any third-party consents that may be required by us (and/or our subcontractors) to provide the installation service and/or the service.
3.2. You will be responsible for providing named contacts (and any replacement contact(s)) and ensuring that they have the appropriate level of authority to make decisions relating to the installation service and the service.
3.3. Where any part of the service is a professional service to be provided at a site, you will ensure that our staff and contractors have a safe place to work, and you will notify us of any health and safety rules which apply to that site.
3.4. You will:
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Perform all your obligations under the contract.
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Follow our reasonable instructions.
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Provide us with up-to-date information, cooperation, support, and access.
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Provide us with office, information technology, and telecommunications facilities.
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Keep full and up-to-date secure backup copies of the data on the network.
4. Your Use of The Service
4.1. You will not use the service in any way that would constitute or contribute to the commission of a crime, tort, fraud, or other unlawful activity.
4.2. You warrant that any material and/or communication transmitted, hosted, or otherwise processed using the service will not be menacing, of a junk mail or spam like nature, illegal, obscene, threatening, defamatory, discriminatory, promote illegal or unlawful activity, or be otherwise actionable or in violation of any rules, regulations, or laws to which the service is subject.
5. Equipment Maintenance
5.1. If ordered, the equipment maintenance service level will be as detailed in the sales order form or customer requirements form.
5.2. Equipment maintenance covers equipment provided as part of the installation service but excludes, but is not limited to, the following: ethernet routers, cabling or telephone handsets where provided.
5.3. Equipment maintenance cover must be taken at the time of ordering the service and cannot be added subsequently.
5.4. Equipment maintenance cover is provided in accordance with the equipment maintenance service description which is available on request.
5.5. Equipment maintenance cover is provided for the duration of the initial minimum term as specified on the service agreement. At the end of the initial minimum term, the contract will automatically renew for a further period of twelve (12) months, on a rolling twelve (12) month basis, unless we receive prior notice from you giving a minimum of sixty (60) days written notice of your wish to terminate the equipment maintenance cover.
6. Risk and Warranty
6.1. On delivery of the equipment to you full risk of damage to, or loss of, such equipment shall pass to you.
6.2. For a minimum period of thirty (30) days from delivery, if any equipment materially fails to comply with the manufacturer’s specifications (a “defect”), you will immediately notify us of such defect, and we will investigate such defect. If we agree that the equipment has a defect, we will replace the equipment.
6.3. Where a fault reported is deemed to be caused by a router provided by us, we will replace this as long as the current router is within its warranty period.
7. Fees and Payment
7.1. All pricing will be indicative only and is not binding until confirmed by us. The pricing given is valid at the point of quote, but it can only be confirmed at the point of order with the tail provider.
7.2. Unless otherwise specified on the sales order form, starting from the service commencement date, you must pay the service fee monthly in advance, the installation fee upfront and any usage fees, if applicable, monthly in arrears.
7.3. Unless otherwise agreed by us in writing, any discount specified on the sales order form shall only apply during the initial term and shall not apply to subsequent service periods.
7.4. After the initial term, we shall be entitled to revise any fees under the sales order form with effect from any anniversary of the service commencement date to reflect our then current standard rates by giving you not less than thirty (30) days’ written notice.
8. Service Suspension
8.1. By giving reasonable notice to you, or if this is not practicable, such notice as is reasonably practicable in the circumstances, we may suspend the service (or any part of the service) for reasons to include but not limited to:
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For operational reasons in accordance with the service levels.
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If required because of a regulatory or legal change.
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If we are obliged to comply with the order, instruction, or request of a court, government, agency, emergency service organisation, or other competent administrative or regulatory authority.
9. Term and Termination
9.1. The term of the contract as indicated on the service agreement will not start until the service commencement date, but you agree that you may be charged from the installation date.
9.2. We shall have the right, by giving written notice to you, to terminate the agreement immediately if you:
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Commit any material breach of your obligations.
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Have a winding up petition presented, or enter into liquidation whether compulsorily or voluntarily.
9.3. We may terminate the service or part thereof on 60 days written notice to you provided that such notice extends the termination date beyond the end of the minimum term as set out in the sales order form.
10. Liability
10.1. We shall not be liable for any delay or failure in performing our obligations or failure to meet any dates under the agreement caused by any circumstances beyond our reasonable control.
10.2. All warranties, conditions, obligations, or implied terms which are implied into the agreement by statute, custom, or law are hereby excluded to the maximum extent permissible in law.
10.3. We do not exclude or limit our liability for death or personal injury caused by our negligence.
11. Definitions
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Acceptance: Acceptance by you that the service has been completed successfully.
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Contractual Delivery Date: The date the physical tail circuit is connected to your site.
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Equipment: The router, switches, power over ethernet switches (POE) or any other equipment we may provide as part of the service.
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Service Commencement Date: The date on which the service will start.
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You: The entity which contracts with us.
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We or Us: Connexin and/or our chosen subcontractor(s).