Your use of the Service (as defined below) and/or your acceptance of these Terms and Conditions ("Terms") constitute your agreement to be bound by these Terms.
If you accept these Terms and agree to be bound by them, please continue.
In these Terms, the following terms shall have the following meanings:
"Act" means the Telecommunications Act 1984
ADSL means an Asymmetric Digital Subscriber Line
Means the agreement between FreeUK and the Customer for the procurement of Services, incorporating these terms and Conditions, together with a completed and signed Order Form.
Means FreeUK Limited.
Means the date of commencement of the Service;
Means the person, group of people, or company, who receive the Service from FreeUK under the terms of this Agreement, as identified in the Order Form;
Means micro filters, splitters, telephones, modems, routers, gaming consoles, integrated access devices, computers and other telecommunications equipment supplied by the customer to access the FreeUK service and for which the customer is responsible.
Means customer connection to obtain telecommunications services over the public switched telephone network.
Means any licensed supplier of telecommunications services to FreeUK.
Means the first 12 months of the service or the period set out in the price list.
Means the telecommunications network which FreeUK runs and, for the purpose of this agreement, any apparatus leased by, or otherwise obtained by, FreeUK for a third party.
Operational service Date
Means the date when the Customer first receive the service
Means the form which the Customer signs to order the Service and which is a component part of this agreement.
Means the Customer premises where the service is to be received.
Service or Services
Means the installation, connection and supply of ADSL.
Means all documents, materials and other information, whether technical or commercial passed between FreeUK and the Customer as a result of entering into or performing its obligations under his Contract which would otherwise not be available.
2. The Service
2.1 The Service FreeUK shall supply to the Customer is the installation, connection and supply of a telecommunications system capable of delivering the Services to the Customer. In providing the Customer with this Service, FreeUK shall endeavour to use the reasonable skill and care of a competent licensed telecommunications service provider.
2.2 The Service FreeUK provides also enables the Customer to access other FreeUK products and services. Such services are subject to separate terms and conditions, which are not incorporated into this Agreement. The Customer must comply with the terms and conditions for these products and services in force from time to time. Failure to comply with such terms and conditions will be deemed a material breach of this agreement and will entitle FreeUK to terminate the Customer ADSL service level agreement.
2.3 Occasionally FreeUK or another Licensed Operator may have to interrupt, suspend or change the technical specification of the service for operational reasons or because of an emergency. In these events the Customer will have no claim against FreeUK.
2.4 The provision of the Service may result in the temporary loss of the Customer telephone service, which shall be reinstated following connection. In these circumstances, FreeUK shall not be liable to the Customer in any way, save as expressly set out in this agreement.
2.5 Whilst FreeUK will endeavour to provide the Customer a fault free Service, FreeUK cannot guarantee this. Should the Customer encounter a fault with the service, the Customer must report this FreeUK, and not any other licensed Operator.
2.6 Except as otherwise expressly permitted in these Terms and Conditions, and in addition to other restrictions herein, the Customer may not:
2.6.1 redistribute, encumber, self rent, lease, sub license, copy or use the Service or otherwise transfer rights to the use of the Service to any third party, whether in whole or in part; or
2.6.2 Use the Service except in conjunction with our recommended operating environment; or
2.6.3 modify the Service without our prior written consent
2.7 In the event of the customer moving premises during the contract period,
the customer will be charged for the service up to the end of the minimum
period, as specified in clause 6.1 below. Should the Customer wish to reapply for ADSL at a new location, this is subject to availability of the service at the new address. The customer enters a new agreement and Minimum Period Contract and a relocation charge of £50 + Vat applies. If the customer successfully applies for Adsl with FreeUK at the new location the minimum term period for the initial contract if of 3 months, and the customer enters a new Minimum Period Contract at the new location. The relocation cahrge of £50 + Vat still applies.
2.8 In the event of the Customer terminating the telephone account with BT
or altering in any way the services on the telephone line the ADSL Service
is provisioned, the Service will terminate and the custoner is liable for
the Charges during the Minimum Period.
2.9 FreeUK's technical support lines are open from 9am to 9pm Monday to Saturday on 0845 355 5555.
3. Customer Obligations
3.1 The Customer must give permission to FreeUK and its employees, agents and/or contractors to:
3.1.1 execute any works on the Customer premises for, or in connection with the installation, maintenance, adjustment, repair or alteration of the service
3.1.2 enter the Premises to inspect any Customer Equipment that the Customer may have connected to the Service.
These permissions are to remain in force until FreeUK or its agents have removed all customer equipment, if provided by FreeUK, from the premises, even when the agreement has been cancelled or terminated.
3.2 The Customer must agree not to alter or allow anything to be done to the premises that may damage or interfere with the Service.
3.3 FreeUK will use all reasonable endeavours to comply with the Customer requests in relation to the installation of the Service. However, FreeUK decisions relating to the provisioning of the Service (or part thereof) will be final and binding.
3.4 FreeUK will endeavour to install the Service on the date agreed with the Customer. However the Service installation date is only an estimate and FreeUK shall not be liable for any failure to meet such a date.
3.5 The Customer must at the Customers own expense provide suitable accommodation, facilities, assistance and environmental conditions for the Customer Equipment that the Customer selects, and the Customer must ensure that all necessary electrical and other fittings are in place and in working order.
3.6 A secure power supply may be required at the Customer premises to enable the Customer equipment to function. This must be provided and maintained by the Customer. FreeUK will not be held responsible for any interruption or failure of the service caused by the power supply failure.
3.7 The Customer shall at all times use the Service in accordance with the AUP and shall indemnify and hold harmless FreeUK from any losses incurred by reason of breach of this clause.
3.8 The Customer must not use the Service:
3.8.1 to send, download, upload, use or re-use material that is abusive, indecent, defamatory, obscene or menacing, in breach of copyright or is in any other way unlawful or which contains viruses, worms, trojan horses or similar, or which may otherwise harm or damage the FreeUK network.
3.8.2 in connection with the carrying out of fraud or other criminal offence;
3.8.3 in a way that does not comply with the terms of any legislation; or
3.8.4 in a way, which does not comply with instructions given by FreeUK or its agents or contractors.
3.9 Without prejudice to the other rights granted under this agreement, FreeUK will be entitled to suspend the Service or terminate the agreement if FreeUK have a reasonable belief that the Customer are in breach of clause 3.7 or 3.8
4. The Customer Equipment
4.1 The Service, excluding the Customer Equipment, will be deemed ready for use following the satisfactory completion of tests by FreeUK, agents or Contractors.
4.2 The Customer shall be solely responsible for the safekeeping and proper use of the Customer Equipment that the Customer has selected to use the service. The Customer undertakes:
4.2.1 to only connect fully certified and approved Customer Equipment, which meets the ITU.G.DMT standards, to the service.
4.2.2 to keep Customer Equipment in a fit and proper state to ensure the service may be obtained.
4.2.3 to inform all relevant third parties that the Customers Equipment is owned by the Customer and that the Customer is responsible for it;
4.2.4 to fully comply with FreeUK or the manufacturers instructions for use and not to use the Customer Equipment except in accordance with such instructions;
4.2.5 not to cause the Customer Equipment to be repaired or modified or otherwise maintained except by an authorised representative of the manufacturer
4.2.6 not to attach any devices or attachments other than those approved for such use under the ACT or those, which meet ITU.G.DMT standards
4.2.7 not to remove or tamper with any identification marks affixed to the Customer Equipment.
4.3 The Customer shall be liable for any loss or damage howsoever caused to any part of the Customer Equipment or any of the Customers own property within the Customer premises (except where it can be shown that loss or damage was caused by an act of negligence by FreeUK). The Customer will notify FreeUK immediately of any such loss or damage.
4.4 the Customer shall be responsible for the repair and maintenance of any Customer Equipment used by the Customer in order to use the service
4.5 the Customer shall ensure that any customer equipment complies with any applicable law.
5.1 FreeUK shall provide the Customer with the Service for a fee as set out on the Order Form. These fees are subject to change without notice. FreeUK will charge the Customer the fees from the Commencement Date.
5.2 The Customer will pay charges in accordance the terms stated on the Order Form.
5.3 All charges exclude Value Added Tax (VAT) at the applicable rate, unless otherwise stated.
6. Term and Termination
6.1 This Agreement will commence on the Commencement Date and shall continue
for a minimum period of 12 months after which time the Agreement will
automatically run on a monthly basis,subject to the provisions of this
Clause 6 ("the Term"). Cancellation of this agreement may be terminated by giving at least 48
working hours notice prior to the Commencement Date, after which you must
pay for the "Minimum period" (Clause 1.21) plus the installation fee of £50
6.2 The Customer may terminate this Agreement after the Term by giving FreeUK not less than thirty (30) days' written notice.
6.3 FreeUK may terminate this Agreement immediately upon written notice to The Customer if:
6.3.1 it becomes unlawful for FreeUK or the Carrier supporting the Service to continue to provide the Service or the Carrier supporting the Service is required to cease the Service by a competent regulatory authority; or
6.3.2 the Carrier supporting the Service ceases to do so for whatever reason or changes the terms its provision of telecommunications services to FreeUK for the Service beyond the reasonable control of FreeUK;
6.3.3 The Customer (or a third party acting on the Customer behalf or instruction) fails to comply with any of the material terms or conditions of the Agreement including the Customer obligation to pay and The Customer do not remedy such failure within 15 days of a request to do so; or
6.3.4 The Customer takes (or causes or permits a third party to take) any action in breach of FreeUK's rights to the Confidential Information.
6.4 The provisions of this Agreement regarding Restricted Information and limitation of liability shall survive the termination of the Agreement.
6.5 Upon termination of this Agreement, the Customer shall immediately stop using the Service and Your right to use Service shall immediately terminate.
7. Proprietary Rights
7.1 All title, interests, and rights (including but not limited to ownership and intellectual property rights) in the Service remain in FreeUK and/or its suppliers. The Customer acknowledge such title, interest and rights and the Customer shall not take any action to jeopardise, limit or interfere in any manner with FreeUK's (or any third party suppliers') title, interests or rights with respect to the Service, including but not limited to, using FreeUK's trademarks or trade name.
7.2 Title and related rights in any content accessed through the Service are the property of the applicable content owner and are protected by applicable laws. The right to use granted to the Customer under clause 2.1 gives the Customer no rights to such content. If the Customer wish to use such content, the Customer must ensure that the Customer has the appropriate consent or licence of the content owner.
7.3 The Customer acknowledges that the Customer shall have no rights to any intellectual property rights arising or a result of any use of the Service.
8. Faults in the Service
8.1 Should the Customer encounter a fault with the Service the Customer must report this to FreeUK on telephone number 0845 355 5555 and not to the Carrier. FreeUK shall investigate the fault and if necessary notify the Carrier.
9. Disclaimer of Warranties
9.1 The service will be provided to the Customer "as is", without warranty or representation of any kind, whether express or implied. FreeUK disclaims and excludes all such warranties and representations including without limitation any warranty or representation that the service is free of defects and viruses, of satisfactory quality, fit for a particular purpose or non-infringing of third party rights. Further, FreeUK disclaims any express or implied warranties that might arise from a course of dealing, usage or trade practice. The Customer accepts all risks and liabilities associated with the Customer use of the service.
10. Limitation on Liability and Force Majeure
10.1 Nothing in this Agreement shall exclude or limit liability for death or personal injury resulting from the negligence of either party or their servants, agents or employees.
10.2 Neither party shall be liable in contract, tort, pre-contract or other representations (other than fraudulent or negligent misrepresentations) or otherwise arising out of or in connection with this Agreement for:
10.2.1 any economic losses (including, without limitation, loss of revenues, profits, contracts, business or anticipated savings); or
10.2.2 any loss of goodwill or reputation; or
10.2.3 any special, indirect or consequential losses or any destruction of data, in any case, whether or not such losses were within the contemplation of the parties at the date of this Agreement, suffered or incurred by that party arising out or in connection with the provisions of, or any matter under this Agreement.
10.3 Subject to clauses 10.1 and 10.2 FreeUK's liability to the Customer in contract, tort, negligence, pre-contract or other representations arising out of or in connection with this Agreement or the performance or observation of its obligations under this Agreement shall be limited in aggregate to £80.
10.4 Each provision of this Clause 10 excluding or limiting liability shall be construed separately, applying and surviving even it for any reason any other provision does not remain in force, notwithstanding the expiry or termination of this Agreement.
10.5 The Customer is solely responsible for any liability arising out of any content provided by the Customer and/or any material to which other users can link to through such content.
10.6 The Customer indemnifies FreeUK and its suppliers including any Carrier against any claims or damages arising from the Customers use of the Service.
10.7 If either party is unable to perform any of its obligations under this Agreement because of a matter beyond that party's reasonable control including, but not limited to, lightning, flood, exceptionally severe weather, fire, explosion, war, civil disorder, industrial disputes, or acts of local or central Government or other competent authorities or acts or omissions of third party telecommunications service providers, that party shall have no liability to the other for such failure to perform its obligations.
11.1 Each party shall hold in confidence any Restricted Information during the term of this Contract and thereafter, and shall not disclose any Restricted Information to any third party without the express permission of the other party.
11.2 Nothing in this clause 12 shall be deemed to construe or prevent either party from disclosing:-
11.2.1 any Restricted Information to any parent company, consultant, subcontractor or other person engaged in connection with the provision of the Services provided that the.
11.2.2 any Restricted Information which is or becomes public knowledge other than by a breach of this Clause 12;
11.2.3 any Restricted Information which must be disclosed in discharge of any obligation to supply the information for governmental or judicial purposes
11.3 The Customer acknowledges that any Restricted Information obtained from or relating to FreeUK by the Customer in the course of negotiating or in the performance of this Contract is and shall remain the property of FreeUK.
12.1 The Customer must implement internal security mechanisms to protect the integrity of the Service. The Customer indemnifies FreeUK against any loss or damage whatsoever to FreeUK caused by a breach of such internal security mechanisms.
13.1 Any notice required or permitted under the Agreement must be in English and in writing. The Customer must send any such notice to FreeUK at the following address:
21 Southampton Row,
London, WC1B 5HA
13.2 Any notices to be sent to the Customer will be sent to the address which the Customer provides on the Order Form.
14.1 The Agreement will constitute the entire agreement between the parties concerning the subject matter of these Terms and Conditions. It will supersede all prior and contemporaneous agreements, communications and representations (except for fraudulent or negligent misrepresentations) whether oral or written, between the parties relating to the subject matter of these Terms, and all past courses of dealing or industry custom. The Agreement will prevail over any other conflicting written instrument or other notice the Customer may submit to FreeUK.
14.2 Any amendment to the Agreement must be in writing and signed by an authorised representative of each party.
14.3 The Agreement shall be governed by the laws of England and the parties submit to the non-exclusive jurisdiction of the Courts of England.
14.4 In the event of a dispute between the parties, the parties will attempt in good faith to resolve the dispute or claim arising out of or relating to the Agreement promptly through negotiations between the respective representatives of the parties who have authority to settle the same.
14.5 If any provision of the Agreement (whether in part or in whole) is held by a court of competent jurisdiction to be illegal, invalid or unenforceable the remaining provisions of the Agreement shall remain in full force and effect.
14.6 Any waiver of any breach of any provision of the Agreement will not constitute a waiver of any prior, concurrent or subsequent breach of the same or any other provisions of the Agreement. A waiver of a provision or breach of a provision of the Agreement will only be effective if made in writing and signed by an authorised representative of the waiving party.
14.7 The licence granted under the Agreement will not create a partnership, joint venture, agency relationship or franchise relationship.
14.8 The Customer may not sell, lease, sub-licence, assign or otherwise transfer, whether in whole or in part, by operation of law or otherwise, the Agreement or any rights or obligations therein without the prior express written consent of FreeUK.
14.9 Neither party will be in default or be liable for any delay, failure in performance (excepting the obligation to pay) or interruption of Service resulting directly or indirectly from any cause beyond its reasonable control.
14.10 Notwithstanding any other provision in this Agreement, nothing in this Agreement will create or confer any rights or other benefits whether pursuant to the Contracts (Rights of Third Parties) Act 1999 or otherwise in favour of any person other than The Customer or FreeUK.
14.11 The headings to the sections of these Terms are for convenience only and have no substantive meaning.