Wireless Edge Terms and Conditions of Service

1. SERVICE
This Agreement sets out the terms and conditions under which Wireless Edge Communications Limited ("Wireless Edge") agrees to provide equipment ("the Equipment") to the Customer to enable the Customer to access Wireless Edge’s broadband service ("the Service"). Wireless Edge agrees to install the Equipment and to provide the Service to the Customer and the Customer agrees to use the Equipment and the Service on the terms set out in this Agreement. For technical, operational or other reasons Wireless Edge shall be entitled to vary the Service and this Agreement upon written notice to the Customer.

2. DURATION
2.1 This Agreement shall commence from the date of acceptance by Wireless Edge of the Customer’s completed Order Form submitted to Wireless Edge and, except as provided elsewhere in this Agreement, shall continue thereafter unless terminated by either party giving to the other not less than three months prior written notice to expire at the end of the Minimum Period of twelve months or at the end of any month after the end of the Minimum Period.
2.2 The Customer shall be entitled to terminate this Agreement during the Minimum Period on giving not less than three months prior written notice to Wireless Edge subject to payment to Wireless Edge of the balance of the charges that would have been received by Wireless Edge but for early termination.
2.3 Pursuant to the Consumer Protection (Distance Selling) Regulations 2000, if the Customer is dealing with Wireless Edge as a consumer and not in the course of his/her business, the Customer shall have the right to cancel his/her order for the Equipment for a period of 7 working days following the working day after the day on which the Customer receives the Equipment or for a period up until the Service commences, whichever is earlier ("Cooling Off Period"). A "working day" excludes Saturdays, Sundays and public holidays. The Customer can cancel his/her order during the Cooling Off Period by giving Wireless Edge written notice of cancellation by post, fax or email sent to the postal address, fax number or email address appearing on the Order Form.
2.4 If the Customer cancels during the Cooling Off Period the Customer must return at the Customer’s cost the Equipment to the Company. The Customer must take reasonable care of the Equipment while in the Customer’s possession. Provided the Customer cancels within the Cooling Off Period and the Equipment is returned in good condition with the original packaging and with all accessories, the Customer will receive a refund of the price paid for the Equipment or deposit paid in respect of the Equipment as the case may be. If the Customer fails to return the Equipment in good condition within a reasonable time then the Customer will be responsible for payment of the purchase price or Wireless Edge shall be entitled to retain any deposit paid, as the case may be. If the price of the Equipment has been discounted (for example, as part of a promotional offer) then the Customer agrees to pay the full price for the Equipment if the Customer fails to return the Equipment in good condition. If the Customer cancels his/her order for the Equipment during the Cooling Off Period then the Service will automatically terminate.

3. PAYMENT
3.1 Charges for the supply and installation of the Equipment or any deposit paid in respect of the Equipment and subscription charges for the Service shall be as stated in the Order Form. All charges are exclusive Value Added Tax and subscription charges are subject to change upon Wireless Edge giving the Customer not less than 30 days prior written notice. Any deposit paid by the Customer and held by Wireless Edge in consideration for the supply of the Equipment will be repayable to the Customer upon termination of this Agreement pursuant to Clause 2 or upon termination of this Agreement by the Customer under Clause 14 due to breach by Wireless Edge provided in all cases that the Equipment with all accessories is returned in good condition.
3.2 All sums due to Wireless Edge under this Agreement shall be paid in full by the Customer either by direct debit or annually in advance without any set-off whatsoever.
3.3 Charges for the supply of the Equipment or any deposit paid in respect of the Equipment and Equipment installation fee shall be due and payable on the date of delivery and installation of the Equipment at the Customer’s address. The Customer shall be invoiced electronically monthly in advance for all charges under this Agreement. All charges under this Agreement shall be deducted automatically within 30 days of the date of Wireless Edge’s invoice. The time of payment of all sums due to Wireless Edge shall be of the essence of this Agreement. If payment in full is not received by Wireless Edge on the due date, Wireless Edge shall be entitled to levy a late payment charge at a rate of 1.5% per month on any overdue balance.
3.4 Where, at the Customer’s request, the access connection connecting the Customer’s premises to the Wireless Edge system is moved, Wireless Edge shall be entitled to charge the Customer all reasonable costs associated with the move. Wireless Edge, due to technical or other limitations, does not warrant that the Service will be available at another address. If the Customer moves address during the Minimum Period and the Service is not available at the new address, the Customer shall continue to be responsible for the subscription charges for the Service for the remainder of the Minimum Period.
3.5 All charges payable under this Agreement shall be calculated by data recorded or logged by Wireless Edge and not by reference to data recorded or logged by the Customer.
3.6 The Customer must notify Wireless Edge of any genuine discrepancies in bills within 1 month of receipt of the applicable bill. If such discrepancies are not brought to Wireless Edge’s attention within the 1 month period the Customer shall be deemed to have waived its rights to dispute the amount of the bill.

4. PROVISION AND USE OF THE SERVICE
4.1 Provision of the Service is subject to the Customer’s premises being within a geographic area where Wireless Edge is able to provide the Service. Wireless Edge will endeavour to provide the Service on the installation date notified to the Customer. The installation date is an estimate only and Wireless Edge shall have no liability for any failure to provide the Service on such date.
4.2 The Customer shall use the Service in accordance with such conditions as may be notified to the Customer by Wireless Edge from time to time and in accordance with applicable laws, regulations and codes of practice, any licence which governs the running of the system by Wireless Edge and any licence which governs the running of a telecommunications system by the Customer. The Customer is responsible for all activity and usage of the Service and for any breaches of this Agreement which may result. The Customer must ensure that the Service is used, whether by the Customer or by anyone else, only for lawful purposes. Wireless Edge is not responsible for any content available on the Internet.
4.3 The Customer will not use the Service:
4.3.1 as a means of communication for a purpose other than that for which the Service is provided and as may be set out from time to time in Wireless Edge’s service literature;
4.3.2 for the transmission, uploading or downloading of any material which is defamatory, abusive, obscene, offensive, menacing or otherwise criminal in nature or in breach of any copyright, privacy or any other rights;
4.3.3 for the sending of unsolicited advertising or promotional material or junk mail;
4.3.4 in a way which in Wireless Edge’s reasonable opinion is likely to affect the quality of the Service, or any other service, provided by Wireless Edge.
4.5 Any Customer equipment connected to or used in conjunction with the Equipment and the Service must be connected or used in accordance with any instructions relating to that equipment (together with any instructions given by Wireless Edge in respect of the Equipment) and such equipment must be in good working order and conform at all times to any relevant standard or approval for the time being designated under any applicable laws or regulations and be technically compatible with the Equipment and the Service.
4.6 Where the Service includes such services as e-mail, web hosting or other services whereby Wireless Edge stores data on behalf of the Customer, Wireless Edge shall be entitled to limit the amount of data stored in order to ensure the integrity of the Service and the Wireless Edge network. Where Wireless Edge reasonably suspects that use by the Customer of the Service is likely to (i) adversely affect the use of Wireless Edge services by other customers and/or (ii) the integrity of the Service and the Wireless Edge network, Wireless Edge may forthwith suspend the Service and/or terminate this Agreement without liability to the Customer.
4.7 The Service is provided to the Customer for the Customer’s personal use only. The Customer may not re-sell use of the Service to others for money or monies worth.
4.8 The Customer shall indemnify Wireless Edge against all liabilities, claims, damages, losses and expenses arising from or in any way connected with any such use as set out in this Clause 4.

5. ACCESS TO PREMISES
To enable Wireless Edge to fulfil its obligations under this Agreement the Customer shall permit or procure the permission for Wireless Edge and its authorised representatives to have access to the Customer’s premises and shall provide Wireless Edge with such reasonable assistance as Wireless Edge shall request. Wireless Edge will normally only require access during Wireless Edge’s normal working hours but may on reasonable notice require access at other times to ensure the provision of the Service. At the Customer’s request Wireless Edge may agree to work outside its normal working hours provided the Customer reimburses Wireless Edge its reasonable charges for complying with such request. Wireless Edge shall be entitled to charge the Customer for all costs incurred as a result of carrying out maintenance or other work which in Wireless Edge’s reasonable opinion is unnecessary.

6. DELIVERY AND INSTALLATION OF EQUIPMENT
6.1 Subject to the terms and conditions in this Agreement, Wireless Edge shall deliver and install the Equipment at the Customer address.
6.2 Prior to installation of the Equipment at the Customer address, the Customer shall be responsible for obtaining all necessary consents (for example from the building owner), making any necessary alterations to buildings and providing power supply and telephone line points that are required to complete the installation.
6.3 If Wireless Edge notifies the Customer that the Service is not available at the Customer address or that installation of the Equipment has not been successful, this Agreement shall terminate immediately.
6.4 If the Equipment is to be delivered or installed by a date specified by either party, that date is to be treated as an estimate only (unless Wireless Edge expressly agrees otherwise) and Wireless Edge does not warrant that the Equipment will be delivered or installed by that date nor does Wireless Edge accept liability for failure to meet that date.
6.5 The Customer shall at all times provide a secure electricity power supply as well as suitable accommodation and environmental conditions for the Equipment. Wireless Edge shall specify in advance and the Customer will implement at the Customer’s expense all preparations necessary for the delivery and installation of the Equipment.
6.6 If Wireless Edge is unable to deliver the Equipment either because the Customer requests Wireless Edge to delay delivery or the Customer fails to meet its obligations under this Clause 6, Wireless Edge reserves the right to charge the Customer for storage of the Equipment until the date of actual delivery.
6.7 Following the installation of the Equipment, Wireless Edge shall carry out such tests as Wireless Edge considers appropriate to ensure that the Equipment is capable of performing in accordance with its specification.

7. RISK AND RETENTION OF TITLE
7.1 On delivery, the Equipment shall be at the Customer’s risk. Until payment of the full price for the Equipment is received, Wireless Edge shall retain title in the Equipment and the Customer shall not attempt to let, sell, charge or otherwise deal with the Equipment in a manner prejudicial to Wireless Edge’s rights in it.
7.2 If the Customer fails to pay the price when due, Wireless Edge may by notice to the Customer revoke the Customer’s liberty to use the Equipment, in which case the Customer shall place the Equipment at the disposal of Wireless Edge.

8. EQUIPMENT WARRANTY
8.1 On delivery the Equipment will be free from material defects.
8.2 The Equipment is covered by the manufacturer’s warranty. During the manufacturer’s warranty period, Wireless Edge will at the manufacturer’s option arrange for the replacement or repair of the Equipment free of charge provided that the Equipment has been kept and used in strict accordance with instructions issued by Wireless Edge or the manufacturer, and has not been modified or altered or used in conjunction with other equipment not approved by Wireless Edge or the manufacturer. Wireless Edge may charge for any other replacement or repair.
8.3 Following the expiry of the manufacturer’s warranty period Wireless Edge will maintain the Equipment and attend to faults provided that the Equipment has been kept and used in strict accordance with instructions issued by Wireless Edge or the manufacturer, and has not been modified or altered or used in conjunction with other equipment not approved by Wireless Edge or the manufacturer. Wireless Edge may charge for any other replacement or repair.

9. USE OF THE EQUIPMENT
9.1 The Customer shall be responsible for the safe and proper use of the Equipment after delivery and installation and in particular (but without limitation) the Customer shall:
9.1.1 house and use the Equipment in accordance with such instructions as Wireless Edge may notify the Customer from time to time;
9.1.2 not add to, modify, or in any way interfere with or impair the performance of the Equipment;
9.1.3 permit Wireless Edge to inspect or test the Equipment at all reasonable times.
9.2 Wireless Edge grants to the Customer a non-exclusive non-transferable licence to use the software in the Equipment ("the Software") for the purpose for which it is intended and for no other purpose. The Customer shall not reproduce the Software. The Customer shall keep the Software in confidence. The Customer shall not (to the extent that Wireless Edge cannot prohibit such acts by law) modify, adapt, translate, reverse engineer, decompile or disassemble the Software or create any derivative work based thereon or merge or include the Software with or in any other software.

10. EQUIPMENT MAINTENANCE
Following the end of the Equipment warranty period the Customer may enter into an Equipment maintenance agreement with Wireless Edge on such terms and for such fees and period as Wireless Edge shall notify the Customer.

11. PROVISION OF INFORMATION
The Customer shall provide Wireless Edge promptly free of charge all information and co-operation reasonably required by Wireless Edge to enable Wireless Edge to proceed without interruption with the performance of this Agreement. All information provided by the Customer shall be true and accurate and will be relied upon by Wireless Edge for the provision of the Service. If information supplied is inaccurate or untrue, Wireless Edge shall have the right to terminate this Agreement forthwith.

12. WARRANTY AND LIABILITY
12.1 The Customer acknowledges and agrees that in entering into this Agreement the Customer does not do so on the basis of, and does not rely on any representation, warranty or other provision except as expressly provided in this Agreement and all conditions, warranties or other terms implied by statute or common law are excluded to the fullest extent permitted by law. The Equipment and the Service is made available "as is" for the Customer’s personal use only.
12.2 Wireless Edge does not warrant that the provision of the Service will be fault free or uninterrupted but will use all reasonable skill and care to provide and maintain the Service.
12.3 Nothing in this Agreement shall exclude or limit either party’s liability for death or personal injury resulting from the negligence of either party.
12.4 Wireless Edge shall not be liable to the Customer or any third party in contract, tort, including any liability for negligence or breach of statutory duty, or otherwise, for any loss of revenue, business, anticipated savings, profits, corruption or destruction of data or for any indirect or consequential loss howsoever arising or in connection with any computer virus or system failure caused by other computer programs even if Wireless Edge is expressly advised of the possibility of such damage or loss.
12.5 Without limiting Clauses 12.3 and 12.4, Wireless Edge’s liability to the Customer (if any) for direct loss or damages in contract, tort, including negligence or breach of statutory duty, or otherwise, arising out of or in connection with this Agreement shall be limited to the aggregate charges paid by the Customer under this Agreement.
12.6 In the event of any failure in the Service, Wireless Edge shall not be liable to the Customer for any charges incurred by the Customer should the Customer divert its traffic to another carrier.
12.7 Where the Customer uses the Service to deal with third parties, Wireless Edge excludes all liability for any loss or damage suffered by the Customer arising from the Customer’s dealings with third parties entered into using the Service.

13. AVAILABILITY
13.1 Whilst Wireless Edge will use its reasonable endeavours to ensure that the Service is available for use by the Customer, Wireless Edge does not guarantee provision of the Service at all times as the Service may be affected by circumstances beyond Wireless Edge’s control such as lack of network capacity. Wireless Edge may terminate this Agreement at any time without liability to the Customer if any underlying contract with other operators or suppliers is terminated for whatever reason.
13.2 The Customer acknowledges that it may not be possible for Wireless Edge to provide the Service at the Customer address due to technical or other limitations. If this is the case, the Customer will not be liable to pay any of the charges specified in the Order Form unless the Customer has provided false or inaccurate information.
13.3 The Service may be suspended or be unavailable from time to time due to operational reasons (such as outages, maintenance or upgrades or for reasons of an emergency). Where practicable, Wireless Edge will give the Customer the maximum period of notice possible of any suspensions or interruptions.

14. TERMINATION
14.1 Without prejudice to their rights under this Agreement, Wireless Edge and the Customer shall have the right to terminate this Agreement forthwith on written notice if the other:
14.1.1 commits a material breach of this Agreement and fails to remedy the breach within a reasonable time (not less than 14 days) specified in a written notice from the other party to do so; or
14.1.2 is repeatedly in breach of this Agreement; or
14.1.3 is the subject of a bankruptcy order, or becomes insolvent, or makes any arrangement or composition with or assignment for the benefit of its creditors or goes into voluntary or compulsory liquidation (other than for the purpose of amalgamation or reconstruction) or a receiver or administrator is appointed over its assets.
14.2 Without prejudice to its rights under this Agreement, Wireless Edge shall have the right to terminate this Agreement forthwith on written notice if:
14.2.1 the Customer fails to make any payment when it becomes due; or
14.2.2 the Customer provides inaccurate or false information; or
14.2.3 any licence under which Wireless Edge provides the Service expires or is revoked; or
14.2.4 Wireless Edge is directed by the national regulatory authority, or other competent authority, to cease the provision of the Service; or
14.2.5 the Customer fails to comply with any reasonable instructions given by Wireless Edge concerning the use of the Equipment or Service.; or
14.2.6 the Customer is in breach of Clause 4.7. 14.3 If this Agreement is terminated during the Minimum Period, except for breach by Wireless Edge, the Customer will remain liable for the payment of any charges due up until the end of the Minimum Period. Termination of this Agreement by the Customer due to breach by Wireless Edge is the Customer’s sole remedy against Wireless Edge. Upon termination by the Customer due to breach by Wireless Edge, the Customer shall be entitled to a refund of any unexpired portion of Wireless Edge’s charges where the Customer has paid such charges in advance.

15. CANCELLATION
Subject to Clause 2.3, if the Customer wishes to cancel this Agreement in part or in whole prior to the installation date, Wireless Edge may accept such cancellation on the basis that the Customer will reimburse all reasonable costs incurred by Wireless Edge up until the date of cancellation including without limitation the cost to Wireless Edge of procuring the Equipment.

16. SUSPENSION OF SERVICE
16.1 Without prejudice to its rights to terminate this Agreement, Wireless Edge shall be entitled to suspend the Service forthwith without liability to the Customer on notice to the Customer either orally (confirming the same in writing) or in writing if:
16.1.1 Wireless Edge reasonably believes the Customer is (or is likely to be) in breach of Clause 4; or
16.1.2 the Customer prevents or delays pre-arranged maintenance from being carried out; or
16.1.3 Wireless Edge is obliged to comply with an order, instruction or request of government or other competent authority.
16.2 Where the Service is suspended under Clause 16.1.1, 16.1.2 or 16.1.3 (where suspension under Clause 16.1.3 occurs due to any act or omission of the Customer), the Customer will continue to pay all charges for the Service until this Agreement is terminated.

17. INTELLECTUAL PROPERTY
The Customer shall have no rights to any intellectual property rights in the Equipment or the Service. All intellectual property rights in the Equipment and the Service shall remain the property of Wireless Edge.

18. ASSIGNMENT
The Customer shall not assign or transfer any of its rights or obligations under this Agreement without the prior written consent of Wireless Edge, such consent not to be unreasonably withheld or delayed. Wireless Edge shall have the right to assign or transfer any of its rights and obligations to an Associated Company upon written notification to the Customer. For the purposes of this Clause 18 Associated Company means Wireless Edge’s ultimate holding company or any subsidiary thereof ("holding company" and "subsidiary" having the meanings as defined by Section 736 of the Companies Act 1985 as amended by the Companies Act 1989).

19. FORCE MAJEURE
Neither party shall be liable to the other for any loss or damage which may be suffered by the other party due to any cause beyond the first party’s reasonable control such as lightning, exceptionally inclement weather, failure or shortage of power supplies, fire, explosion, obstruction by a third party of line of sight between radio installations, industrial disputes, acts or omissions of local or central government or other competent authorities, difficulty, delay or failure in manufacture, production or supply by third parties.

20. ENTIRE AGREEMENT
This Agreement, together with Wireless Edge’s Privacy Policy as published on Wireless Edge’s web site www.wirelessedge.net, represents the entire agreement and understanding of the parties in relation to the subject matter hereof and supersedes all prior understandings and representations, whether written or oral, and this Agreement may only be modified if such modification is in writing and signed by authorised representatives of both parties.

21. NO WAIVER
Failure by either party to exercise or enforce any right conferred by this Agreement shall not be deemed to be a waiver of any such right nor operate so as to bar the exercise or enforcement thereof or of any other right on any later occasion.

22. THIRD PARTY RIGHTS
Nothing in this Agreement confers on any third party any right to enforce any of its provisions pursuant to the Contracts (Rights of Third Parties) Act 1999, but this does not affect any right or remedy of a third party which exists or is available apart from that Act.

23. NOTICES
Any notice which may be given by either party shall be deemed to have been given if left at or sent by first class pre-paid post or facsimile transmission (confirming the same by post) to an address notified by the other party in writing as an address to which notices may be sent.

24. GOVERNING LAW
This Agreement is governed by the laws of England and Wales and the parties submit to the exclusive jurisdiction of the English Courts.

25. PERSONAL INFORMATION
25.1 Personal data will be collected, processed and used by Wireless Edge for the purposes of providing and billing for the Service. In order to facilitate provision of the Service Wireless Edge may pass on Customer information to other parties where it is necessary for the provision of the Service.
25.2 If the Customer gives its approval Wireless Edge may share the Customer’s personal information with other companies in the Wireless Edge group or with other companies with which Wireless Edge has a business relationship. Only if the Customer has signified its express consent by ticking the box in the Order Form, may Wireless Edge use personal information to provide the Customer with promotional information about new services and other services offered by Wireless Edge and other companies with whom Wireless Edge has a business relationship. At any time, if the Customer does not wish to continue receiving promotional information, the Customer may notify Wireless Edge whereupon Wireless Edge shall cease sending promotional information to the Customer. Wireless Edge is committed to protecting the Customer’s privacy in accordance with the Data Protection Acts 1984 and 1998. Wireless Edge will retain and use the Customer’s personal data only for the purposes to which the Customer consents under this Agreement.