Call 020 3617 9950
LAST UPDATED: 15 March 2012
PLEASE READ THESE TERMS CAREFULLY BEFORE USING THIS WEBSITE.
These terms and conditions (the “Website Terms”) apply to the use and access to the website under the domain name http://www.bonline.com and its entire content (the “Website”).This Website is operated by bOnline Ltd. (the “Company”) with registered office at Unit 01, Rudolf Place, London SW8 1RP and registration number 07710947.
“You” or “Your” means any end user accessing the Website. “We” or “Us”, “Our” means the Company.
By accessing and using the Website, You acknowledge that You are bound by these Website Terms. If You do not wish to be bound by these Website Terms, You should not access or use the Website.
The Company may modify the Website Terms in its absolute discretion from time to time without individual notice to You. You will be deemed to have accepted any modifications if You continue to use the Website after the updated Website Terms have been posted. You should check the Website Terms regularly for changes.
You may not use the services if You: (i) are not of sufficient age to form a binding contract with the Company or (ii) You have been barred or legally prohibited from receiving or using the Company services under the laws of the country in which You are domiciled and/or from which You access or use Our services.
The Website and the materials published on it (the “Company Content”), such as text, graphics, logos, buttons, icons, images, audio clips, digital downloads, data compilations, database and software are owned by, or licensed to the Company.
Any intellectual property rights in the Company Content are the sole and exclusive property of Company or its licensors. The Company reserves any rights not expressly granted in this Website Terms.
You may view the Website on Your computer screen and print its contents on Your printer for Your personal and non-commercial use only. For the avoidance of doubt, anything printed will form part of the Company Content.
Without Company’s written consent, You may not use, upload, transfer, copy, reproduce, broadcast, distribute, display, sell, licence or exploit for any purpose any part of the Company Content or its source HTML code in whole or in part, in any form or by any means, electronic, mechanical or otherwise, except for the sole purpose of viewing its content. This includes electronic downloading.
For the avoidance of doubt, You may not use “meta tags” or any other hidden text utilising the Company’s names or trademarks without Our express prior written consent.
You are responsible for compliance with all laws of the relevant jurisdiction, in viewing or using the Company Content.
Wherever You are asked to provide information in connection with the Website, You agree to provide true, accurate, current and complete details. You are not obliged to provide Company with any optional information requested.
You agree not to:
1.damage, interfere with or disrupt access to the Website or do anything which might impair its functionality;
2.Use the Website in any way to send unsolicited (commercial or otherwise) e-mail (“Spam”) or any material for marketing or publicity purposes, or any similar abuse of either;
3.publish, post, distribute, disseminate or otherwise transmit: (i) defamatory, offensive, infringing, obscene, indecent or pornographic (including child pornography) content, or (ii) any content inciting racial or religious hatred or (iii) other unlawful or objectionable material or information;
4.make available or distribute by any means any material or files that contain any viruses, bugs, corrupt data, “Trojan horses”, “worms”, or any other harmful software;
5.falsify the true ownership of software or other material or information contained in a file made available via the Website;
6.obtain or attempt to obtain unauthorised access, through whatever means, to the Website.
7.distribute, alter or modify any part or parts of the Website or the services in any medium without Company and/or the relevant third parties’ written permission even if the content is free.
8.not to (or attempt to) disable, interfere, circumvent, any software or security measure in relation to the Website and Our software that: (i) prevents or restricts the copying or use of the Company Content or third parties’ content (ii) limits the uses of the Website or the access to some Company Content or third parties’ content.
9.not to use the Website for any commercial use without written authorisation from the Company, unless it is expressly permitted in the Website Terms. It is not permitted to (i) resale access to the Website or any other services on another Website for the purposes of gaining advertising or subscription revenue or any other type of revenue or (ii) resale and/or redistribute the Company Content or third parties’ content appearing on the Website on another website for the purposes of gaining advertising or subscription revenue or any other type of revenue.
10.for any other permitted use You shall not modify in any way nor delete, without limitation, any logos, brands, trademarks or signs, including the Company name.
11.not to collect personal data in any way from the Website or any of its services.
You undertake to the Company that You will not use the Website for any purpose or in any way that is prohibited by these Website Terms or is otherwise unlawful.
You agree to indemnify the Company, its officers, employees, and licensors in respect of any loss that it or they may suffer as a result, directly or indirectly, of any breach by You of this undertaking.
The Company may include chat rooms, blogs and/or forums in its Website.
Although You are welcome to contribute with any material You wish to such blogs, forums and/or chat rooms and You will continue to have the right to use Your material in any way You choose:
You agree to grant Us permission, irrevocably and free of charge, to use Your material on the Website.
You must choose carefully such material as it will be available for public viewing and not submit any material which is prohibited by the Data Protection Act 1998 or any other applicable data protection or privacy legislation in England or in any other relevant jurisdiction;
You must not submit any defamatory, abusive, offensive, infringing, confidential, obscene (including child pornography), indecent, or otherwise unlawful or objectionable material or information or any material inciting racial and religious hatred nor send any junk email, chain letter or spam in any other form of bulk communication;
You acknowledge and agree that We do not actively monitor the content of any blog, chat room or discussion forum (although We reserve the right to do so). However, if We receive any information, are notified or We have any suspicion that any material contained on any forum, chat room or blog, includes any of the above materials or information or infringes the intellectual property or other proprietary rights of any third person, We shall remove such material from Our Website without giving You any notice.
You acknowledge and agree that You Shall indemnify the Company against any liability, loss, damage, claim or expense incurred by Company arising out of the breach of any of the paragraphs of this section.
You acknowledge and agree that Your use the Website is entirely at Your own risk.
In preparing this Website, the Company has endeavoured to make the Company Content current, correct and clearly expressed. However, the Company cannot guarantee that the Company Content will be accurate, complete or current at all times, including in respect of any services described, and accepts no liability for any reliance placed by any person on the information to the maximum extent permitted by law. The Company makes no representations or warranties of any kind about the suitability, reliability, and accuracy of the Content.
The Website may contain advertisements and/or link to other sites and resources. The Company is not responsible for and does not endorse the content of such materials, and does not accept any responsibility for any errors or inaccuracies in such materials.
To the maximum extent permitted by law, the Company shall not be liable for: (i) any damages whatever, including but without limitation to, damages for loss of use, data or profits, arising out of the use or performance of the Website, the provision of or failure to provide services, or for any information obtained through the Website, or otherwise arising out of the use of the Website, whether based on contract, tort, or otherwise, without limitation, (ii) the deletion, failure to store or corruption of, any content uploaded or downloaded from the Website or other data maintained or transmitted from the Website (iii) Your failure to provide accurate information to the Company (iv) any temporary cessation or change in the Website (v) any reliance placed by You on the accuracy, or completeness of any advertising or on any Company Content or third parties’ content or on any transaction between You and any advertiser or owner of any other content. These limitations shall apply even if the Company has been advised or should have been aware of the possibilities of such losses.
If You are dissatisfied with any portion of this Website, or with any of these Website Terms, Your sole remedy, except as specifically provided in these Website Terms, is to stop using the Website.
Notwithstanding anything in these Website Terms the Company does not disclaim liability for death or personal injury caused by its own negligence.
The Company reserves the right at any time to modify or discontinue, temporarily or permanently, Your access to or use of the Website with or without notice.
Additional terms and conditions may apply to purchases of certain services and to specific features of the Company Website. You will be notified of such terms and conditions before purchasing any services. If there is any conflict between any terms regulating a specific part of the Website or a specific feature and the Website Terms, the former will prevail.
Company may operate any changes to any services, prices and products offered on the Website at any time without prior notice.
While certain precautions have been taken to detect computer viruses and ensure security, the Company cannot guarantee that the Website is virus-free and secure.
The Company shall not be liable for any loss or damage which occurs as a result of any virus or breach of security. The Company does not give any warranties as to the compatibility of the Website with Your computer systems, software and/or hardware.
This Website may contain links to Websites operated by parties other than the Company (“Third Party Websites”). These links are provided for Your convenience. When You activate one of them, You will leave the Website. The Company has no control over, and will accept no responsibility or liability in respect of, any website that is not under its control.
The inclusion of links to Third Party Websites does not imply any endorsement of the material on them or any association with their operators.
You will not arrange for any Third Party Website to be connected to any part of the Website by way of hyperlink or otherwise without the Company’s written consent.
The Company may restrict Your access to the Website, refuse to correspond with You, and/or remove Your details from the relevant database without prejudice to any other accrued rights, without prior notice to You where:
1. there is a regulatory or statutory change limiting the ability to provide access to the Website;
2. there is any event beyond the reasonable control of the Company preventing the Company from providing access to the Website (for example, and without limitation, technical difficulties, capacity problems and communications failures); or
3. the Company considers in its sole discretion that You are abusing the Website or You are otherwise acting in breach of these Website Terms.
We can be contacted at [bOnline Ltd, Unit 01, Rudolf Place, London SW8 1RP] or via the following e-mail address: firstname.lastname@example.org
Unless otherwise specified, the Website is directed solely at those who access this Website from the United Kingdom. Those who choose to access the Website from locations outside of the UK are responsible for compliance with local laws if and to the extent local laws are applicable.
A failure or delay by the Company in enforcing compliance with these Website Terms shall not be a waiver of that or any other provision of these Website Terms.
These Website Terms do not confer any rights on any person or party pursuant to the Contracts (Rights of Third Parties) Act 1999.
If any provisions of these disclaimers and exclusions shall be unlawful, void or for any reason unenforceable then that provision shall be deemed severable and shall not affect the validity and enforceability of the remaining provisions.
These Website Terms constitute the entire agreement between You and the Company as to Your use of the Website and shall supersede any prior agreement or representation in respect thereof.
The express provisions of the Website Terms are in place of all warranties, conditions, terms, undertakings and obligations implied by statute, common law, custom, trade usage, course of dealing or otherwise, all of which are excluded to the fullest extent permitted by law.
Any and all notices to be given by either one of us to the other pursuant to or in connection with these Website Terms shall be deemed sufficiently given when forwarded by e-mail or facsimile transmission in each case addressed to You at the e-mail address or facsimile number You have given Us or the e-mail address or facsimile number displayed on the Website.
The English courts will have exclusive jurisdiction over any claim arising from, or related to, a visit to Our Website, although We retain the right to bring proceedings against You for breach of these Website Terms in Your country of residence or any other relevant country.
These Website Terms and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
All contents of this Website are: © 2015 bOnline Ltd.
BONLINE is a registered Community Trade Mark of bOnline Ltd.
Please read the following carefully to understand our views and practices regarding your personal data and how we will treat it.
1.1 We may collect and process the following information about you:
1.1.1 Information that you provide by filling in forms and submitting information, over the phone, by post, email, fax or on the Website. This includes information provided on registration, on placing an order, subscribing to any one of our services, through surveys, by posting material on the Website or by requesting further services. We may also ask you for information when you enter any promotion sponsored by us.
1.1.2 Records of communications between you and us relating to services provided by us to you. If you contact us, whether through the Website or otherwise (for example, by post, fax, phone, text message) we may keep a record of that correspondence. For example, if you submit a query, a complaint, report a problem with our service or Website, or otherwise liaise with our customer service, technical support or any other department in our company.
1.1.3 Details of transactions you carry out in connection with any of our products or services, both through our Website or otherwise, and of the fulfilment of your orders.
1.1.4 We may also ask you to complete surveys that we use for research purposes, although you do not have to respond to them.
1.1.5 Details of your visits to our Website (including, but not limited to, traffic data, location data, weblogs and other communication data, whether this is required for our own billing purposes or otherwise) and the resources that you access.
The above information may include any personal information that relates to and identifies you, including but not limited to your name, postal address, e-mail address, telephone number, bank account details, and any other information collected as set out in the above list.
1.2 We may check some of the information that you provide against third party databases to confirm that it is accurate.
1.4 We do not store or have no access to your credit or debit card details, but we may have access to your billing address and payment history in order to assist with customer service enquiries. Under no circumstances these details are disclosed to any third parties other than those who need to know this information for the performance of the services requested by you.
2.1 We may process this information for the purpose of:
2.1.1 administering registration records (including reminders, e.g. update your payment details);
2.1.2 providing and personalising our products or services;
2.1.3 providing you access to all parts or features of our services or the Website;
2.1.4 dealing with your inquiries and requests, including contacting you where necessary;
2.1.5 carrying out our obligations arising from any contracts entered into between you and us;
2.1.6 processing your payment;
2.1.7 contacting you for your views on our services and notifying you occasionally about important changes or developments to our services or the Website;
2.1.8 notifying you about changes to our services;
2.1.9 carrying out market research campaigns;
2.1.10 improving and developing our services or the Website;
2.1.11 ensuring that content from our Website is presented in the most effective manner for you and for your computer or mobile device; and
2.1.12 debt recovery or debt tracing, crime, fraud and money laundering compliance.
2.2 We may also use your personal information, or permit selected third parties to use your data, to provide you with information about goods and services which may be of interest to you and we or they may contact you about these by post or telephone.
2.3 If you are an existing customer, we will only contact you by electronic means (e-mail or SMS) with information about goods and services similar to those which were the subject of a previous sale to you.
2.4 If you are a new customer, and where we permit selected third parties to use your information, we (or they) will contact you by electronic means only if you have consented to this.
2.5 If you do not want us to use your information in this way, or to pass your details on to third parties for marketing purposes, please tick the relevant box situated on the form on which we collect your data (e.g. the order form or registration form).
2.6 We may also gather this information and statistics for the purposes of monitoring the usage of the Website and our services and may provide such aggregate information to third parties. These statistics will not include information that can be used to identify you. We do not disclose information about identifiable individuals to our advertisers, but we may provide them with aggregate information about our users. We may also use such aggregate information to help advertisers reach the kind of audience they want to target. We may make use of the personal information we have collected from you to enable us to comply with our advertisers' wishes by displaying their advertisement to that target audience.
2.7 You may ask us to provide you with information about our services or services offered jointly with or on behalf of other organisations by sending us an e-mail to email@example.com or writing to us at the following address: bOnline Ltd, Unit 01, Rudolf Place, London SW8 1RP.
2.8 If you choose to post messages on any online forum or other message areas that we may make available for this purpose, we may collect that information you provide to us. We may retain this information as necessary to resolve disputes, provide customer support and troubleshoot problems as permitted by law.
2.10 We may contract out part of our services plus other ancillary services such as hosting, credit checking, billing, and verification of sales. We may disclose your personal information to these organisations but only so that they can provide you with the services that we have contracted out.
3.2 Where relevant with respect to online payments, all your credit card details will be passed from your browser for processing using encryption.
3.3 Where you have been allocated a user admin area (an "Account"), this area is protected by your user name and password, which you should never divulge to anyone else.
3.4 Please be aware that communications over the Internet, such as emails/webmails are not secure unless they have been encrypted. Your communications may route through a number of countries before being delivered – this is the nature of the World Wide Web/Internet.
3.5 We cannot accept responsibility for any unauthorised access or loss of personal information that is beyond our control.
3.6 We believe that we have appropriate policies, rules and technical measures to protect the personal data that we have under our control (having regard to the type and amount of that data) from unauthorised access, improper use or disclosure, unauthorised modification, unlawful destruction or accidental loss.
3.7 All of our employees and data processors that have access to, and are associated with, the processing of your personal information are obliged to respect the confidentiality of our visitors’ information.
3.8 We ensure that your information will not be disclosed to government institutions or authorities except if required by law or when requested to by regulatory bodies or law enforcement organisations.
4.1.1 our employees;
4.1.2 our affiliates;
4.1.3 our group companies and their employees;
4.1.4 successors in title to our business;
4.1.5 prospective seller or buyers of our business or any of our assets;
4.1.6 third party consultants, contractors or other service providers who may access your personal information when providing services (including but not limited to IT support services) to us;
4.1.7 government bodies and law enforcement agencies and in response to other legal and regulatory requests;
4.1.8 auditors or contractors or other advisers auditing, assisting with or advising on any of our business purposes;
4.1.9 to any third party where such disclosure is required in order to enforce or apply our Website Terms or our terms and conditions and/or other agreements; or to protect the rights, property, or safety of our company, our customers, or others. This includes exchanging information with other companies and organisations for the purposes of fraud protection and credit risk reduction; and
4.1.10 subject to the limitations in paragraph 2 above, to carefully selected third parties that may contact you about products and services which may be of interest to you
in any jurisdiction where we operate.
5.1 You can write to us at any time to obtain a copy of your information and to have any inaccuracies corrected. Where appropriate, you may have your personal information erased, rectified, amended or completed. Please write to: bOnline Ltd, Unit 01, Rudolf Place, London SW8 1RP.
5.2 Please quote your name and address. We should be grateful if you would also provide brief details of the information of which you would like a copy or which you would like to be corrected (this helps us to more readily locate your data).
5.3 We will require proof of your identity before providing you with details of any personal information we may hold about you. We may charge a fee of £10 to cover the administration costs involved in providing you with a copy of your information.
6.1 What type of cookies do we use and for which purposes?
6.1.1 A "cookie" is a text file which is allocated by our server to your computer or mobile device (e.g. mobile phones, tabs, etc) when you visit our Website. If you want to know more about cookies please go to www.allaboutcookies.org, which explains how cookies work and how you can manage their use, and the cookies we use as described in our "Cookies Policy" available on our website. We use "cookies" to collect information from visitors to our Website and registered customers.
6.2 We use different types of cookies:
6.2.1 The first type is known as a "session" cookie: it is allocated to your computer or mobile device, only for the duration of your visit to the Website and allows you to browse through the Website faster. This type of cookie will automatically expire when you close down your browser.
6.2.2 The second type of cookie is known as a "persistent" cookie. This type of cookie will only be downloaded on to your computer or mobile device if you agree by selecting the "Remember me" function. This cookie, if chosen, will remain on your computer or mobile device for a period of time.
6.2.3 The purpose of this type of cookie is to: (a) welcome you when you log on to our Website; (b) identify your default options if you have customised your homepage; (c) track where you have come from if you were referred to our Website; (d) track how many times you access a webpage or an advertisement; and (e) provide you with self-help information.
6.2.4 We will not store information in a cookie regarding your telephone number, account or payment details.
6.3 Third Party Cookies
6.3.1 Other companies such as Google offering their products or services on our Website may also download cookies on to your computer or mobile device. These companies will have their own privacy policies which will govern they way they use their cookies. We accept no responsibility or liability for these sites.
6.4 How can you turn off cookies?
6.4.1 You can decide to remove all types of cookies from your computer or mobile device. However, this could have a negative effect on our Website services. If you access the "advanced preferences" in your browser, your browser will most likely let you choose whether to accept or block cookies or to be notified and asked to accept cookies.
6.4.2 For removing the "Remember me" cookie just untick the box when you sign in.
8.2 In the event the purposes for processing personal information change, then we will contact you as soon as practicable and seek your consent where such notification relates to a new additional purpose for processing which is not compatible or similar to the originally specified purposes.
9.1 We are not responsible for the privacy policies and practices of other websites even if you accessed the third party website using links from our Website or by means of our services.
9.2 We recommend that you check the policy of each website you visit and contact the owner or operator of such website if you have concerns or questions.
10.1 For further information from us on data protection and privacy or any requests concerning your personal information please write to bOnline Ltd, Unit 01, Rudolf Place, London SW8 1RP or email us at firstname.lastname@example.org.
These terms and conditions (the "Terms of Business") govern the provision of the bOnline marketing solution ("Service", as further defined below) provided by bOnline Ltd. with registered office at Unit 01, Rudolf Place, London SW8 1RP ("bOnline" or "us" or "we", as the context may be) to our customers ("Customer" or "you", which includes anyone acting on your behalf or with your authorisation).
By ordering any of the Services, you signify that you have read and accepted these Terms of Business.
The Services and/or any part thereof may be subject to other terms and conditions and your use of such Services is subject to and conditioned upon your acceptance of such additional terms and conditions (the "Additional Terms").
1.1 The definitions and rules of interpretation in this Clause apply in these Terms of Business (unless the context requires otherwise).
means the user admin area allocated to the Customer that allows the Customer to access the Services and the statements of Charges payable by the Customer for the provision of Services;
means bOnline’s small administrative fee as set out in the Price List (currently £49 though subject to change) to cover its reasonable costs incurred on termination;
means the data, software, trade marks, domain names, stock images, default text, documents and any other materials or information owned by or licensed to bOnline and/or developed by bOnline in connection with the provision of the Services to the Customer;
means bOnline’s charges for the provision of the Services including but not limited to the monthly Charge, as may be set out in the Price List, or as otherwise agreed in writing;
has the meaning given in Clause 2.1;
means all information of a confidential nature disclosed (whether in writing, verbally or by any other means and whether directly or indirectly) by one Party to another Party including, without limitation, any information relating to products, operations, processes, plans or intentions, client information, product information, Intellectual Property Rights, market opportunities and business affairs or those of clients or other contacts (and for the purposes of this definition, "confidential nature" shall refer to information which is identified as confidential at the time of disclosure or would be considered to be confidential by a reasonable person based upon the nature of the information and the circumstances of disclosure);
means the person stated in the Order Form and/or where the context requires, a person bOnline reasonably believe is acting on that person’s authority;
means the Customer materials which are developed and/or provided by the Customer independently of the delivery of Services but that may be integrated in the Services and/or placed in the Customer website;
"Domain Transfer Fee"
means bOnline’s small administrative fee as set out in the Price List (currently £49 though subject to change) to cover its reasonable costs incurred in transferring a domain name to the Customer on termination;
"Intellectual Property Rights"
means all vested, contingent and future intellectual property rights including but not limited to the following: (a) works of authorship, copyrights, including moral rights, registrations and applications for registration thereof; (b) patents, patent applications and all related continuations, divisional, reissue, utility models, applications and registrations thereof, inventions (whether patentable or not), designs, trade marks (whether registered or not, including applications) and domain names; (c) trade mark and trade name rights and similar rights; (d) trade secrets and Confidential Information, know-how, database rights, system process and techniques, designs, prototypes, enhancements, improvements, customization, work-in-progress, research and development information; (e) together with all rights to the grant of and applications for the same and including all similar or analogous rights and all other rights in the nature of intellectual and industrial property throughout the world and all future rights of such nature.
means an application form (either online or in hard copy) submitted by the Customer and accepted by bOnline to order the Services subject to these Terms of Business;
"Parties" or "Party"
means bOnline and/or the Customer;
means the price list as available and/or published at http://www.bonline.com/pricing and as may be amended from time to time pursuant to these Terms of Business;
means bOnline’s complete online software marketing solution for businesses which allows users to set up, design and manage their website together with the relevant online marketing tools and ancillary services, such as support and hosting and bOnline’s professional design service, as listed in the Price List;
means the standard or core hours/days where full bOnline’s support and customer services are available as published at http://www.bonline.com/website-support;
means any software and relevant documentation licensed to the Customer by bOnline in connection with or to enable the Customer to use the Services;
"Standard Service Levels"
means the bOnline standard service levels if any, in relation to the Services;
"Terms of Business"
means collectively these terms and conditions and any other terms referred herein, the applicable charges and the Order Form; and
has the meaning ascribed to it in Clause 2.3.
1.2 In these Terms of Business (except where the context otherwise requires):
1.2.1 The Clause headings are included for convenience only and shall not affect the interpretation of these Terms of Business;
1.2.2 Use of the singular includes the plural and vice versa;
1.2.3 A reference to writing or written includes faxes and e-mail;
1.2.4 Any reference to "persons" includes natural persons, firms, partnerships, companies, corporations, associations, organisations, governments, states, foundations and trusts (in each case whether or not having separate legal personality);
1.2.5 Any reference to a Party or to the Parties or their respective affiliates shall be deemed to include the party or parties hereto and their respective successors and permitted assigns and their respective employees;
1.2.6 Any reference to an enactment, statute, statutory provision or subordinate legislation ("Legislation") shall (except where the context otherwise requires) be construed as referring to such legislation as amended and in force from time to time and to any legislation which re-enacts or consolidates (with or without modification) any such legislation.
2.1 The Commencement Date shall be the date the Customer first registers with bOnline through its website or any other means offered by bOnline pursuant to Clause 3 and, upon an initial confirmation pursuant to Clause 2.3, shall automatically renew for subsequent periods of one (1) month, unless otherwise agreed between the Parties.
2.2 The Customer will receive an Account and a password upon completing the Services' registration process and, upon the completion of the design process, bOnline may procure a domain name connected to such Account hosted on bOnline’s website. The Customer is responsible for maintaining the confidentiality of the password and Account, and is fully responsible for all activities that occur under its password or Account.
2.3 The Customer may, opt for a free trial of certain Services as a thirty (30) day trial for the Customer’s own internal evaluation purposes, and not for commercial or external purposes (a "Trial"), such Trial to be governed by these Terms of Business. If the Customer chooses to use the Services associated with the Trial for more than thirty (30) days, the Customer shall, three (3) days prior to the expiration of the Trial, comply with Clause 3.1, providing to bOnline the details required to set up a debit card with bOnlien and/or its third party payment agents and pay the appropriate charges in accordance with the Terms of Business. If the Customer does not subscribe for the full Services after the thirty (30) day trial period, the Customer shall upon expiration of the Trial, immediately cease using the Services and immediately delete any bOnline Materials from its computer system or otherwise stored by it. The Services under the Trial are provided without warranty and only with limited support and consultancy.
3.1 To subscribe for the Services the Customer must complete and submit to bOnline an Order Form or confirm acceptance by telephone.
3.2 Notwithstanding Clause 3.1, if at its discretion bOnline accepts an order for Services placed other than on its Order Form or if following the Customer’s request, bOnline provides Services without having received from the Customer an Order Form, the Services shall be subject to these Terms of Business.
3.3 By subscribing to the Services the Customer confirms and warrants that the Services will be used for business use only.
4.1 In consideration of the Customer complying with its obligations under these Terms of Business, bOnline shall provide the Services, as set out in Order Form or otherwise agreed between the Parties, to the Customer. Where Additional Terms apply to a particular Service, they will be accessible for the Customer within, or through the use of that Service.
4.2 bOnline shall provide the Services in accordance with the reasonable skill and care of standard practice in the relevant industry.
4.3 The Internet is separate from our Services and the use of the Internet is at the Customer’s own risk and subject to any applicable laws regulations and codes of practice. We disclaim any responsibility for any internet content.
5.1 The Customer shall promptly supply bOnline with all information and materials reasonably required by bOnline to provide the Services.
5.2 The Customer undertakes not to re-sell the Services to any person.
5.3 The Customer undertakes to use the Services in accordance with these Terms of Business, any such conditions and/or reasonable instructions as may be notified to the Customer by bOnline from time to time and in accordance with any applicable law and regulations.
5.4 The Customer shall not use or allow anyone to use the Services:
5.4.1 to send or receive a communication which is offensive, abusive, indecent, obscene or menacing;
5.4.2 to cause annoyance, inconvenience or needless anxiety to anyone;
5.4.3 to violate or infringe the rights of any person;
5.4.4 in breach of these Terms of Business;
5.4.5 in breach of the law; or
5.4.6 to commit fraud or a criminal offence.
5.5 The Customer must keep the password and the Account safe and confidential and notify bOnline immediately if any third party becomes aware of it. bOnline reserves the right to change the password without notice and if it has reason to believe that the Customer is in breach of this Clause 5.5 to invalidate such password and Account and/or to suspend the Services.
5.6 The Customer is responsible for the use of the Services (whether authorised or not and whether by the Customer or any other person including any hacker), including without limitation for all charges incurred and for any breaches of these Terms of Business.
5.7 The Customer shall back up copies of any Customer Materials uploaded or used in connection with the Services.
5.8 The Customer gives permission to bOnline to carry out credit checks on the Customer. If at any time before or during the term of these Terms of Business the Customer fails to meet the standard of creditworthiness deemed acceptable by bOnline, or the Customer delays any payments due on two occasions within a period of 12 months, bOnline shall be entitled to terminate these Terms of Business immediately on written notice to the Customer.
6.1 All Charges shall be payable by the Customer to bOnline (or such person as bOnline or the person invoicing on behalf of bOnline shall specify) within 10 days of the date of the invoice, unless according to the Price List those Charges are set as a one-off payment in which case they shall be payable immediately upon the Commencement Date by credit card.
6.2 The Customer shall pay the Charges (save for any erroneous Charges) in full without any set-off, deduction, withholding, restriction or condition whatsoever.
6.2.1 If the customer has opted for a part payment scheme, the customer shall pay 50 per cent of the Design Charges at the Commencement Date by credit card, and the remaining 50 per cent before or at the time the second draft of the website is provided by credit card.
6.3 All monthly Charges payable by the Customer will be invoiced accordingly and charged monthly in advance, unless otherwise set out in the Price List. Such Charges will begin to be invoiced within 30 days from Commencement Date.
6.4 If payment is not made when due, bOnline may, without prejudice to its other rights, charge daily interest at an annual rate of 3% above the base rate for lending of Barclays Bank plc on any amount the Customer fails to pay, from the date when payment was due until the date of actual payment. Interest will continue to accrue even if the Terms of Business is terminated.
6.5 All sums due to bOnline under these Terms of Business are, unless otherwise stated, exclusive of Value Added Tax ("VAT") or any other applicable tax which shall be charged to the Customer.
6.6 If payment of the Charges is not made when due, without prejudice to any other rights, bOnline shall no longer be obliged, as from such date, to provide Services until such amounts are fully paid by the Customer.
6.7 The Customer must reimburse bOnline all costs and expenses (including legal costs) incurred in the collection of any overdue amounts. Costs and expenses will continue to accrue even if the Terms of Business is terminated.
6.8 If a direct debit is dishonoured or cancelled, bOnline shall be entitled to pass on to the Customer any third party charges bOnline incurs and in addition, bOnline may suspend its Service.
6.9 Any allegation as to an error in an invoice must be notified by the Customer to bOnline within 15 days of the date the Customer receives bOnline’s invoice with the alleged error, failing which the invoice shall be deemed accurate and the Customer’s right to challenge any such invoice be automatically waived. bOnline will investigate with all good faith any allegation of error in an invoice and shall inform the Customer of the outcome of such investigation. Any refund of any Charges wrongly debited to the Customer shall be paid by way of credit to the Customer’s next following invoice.
6.10 If an underlying provider of bOnline increases the costs payable by bOnline in respect of any element of the Services, then bOnline shall, with immediate effect upon notice, be entitled to increase the Charges payable by the Customer in respect of such element. bOnline shall provide the Customer with as much notice of any increase of the Charges as is reasonably practicable in all the circumstances, having regard to (among other things) the amount of notice provided to bOnline by the provider in relation to the increase of the costs payable by bOnline. In such circumstances, the Customer may give notice to bOnline to terminate these Terms of Business at the end of the month or of any other specified term in which the notice was received. The continuing use of the Services after such period shall be considered as acceptance of the increase in Charges by the Customer.
6.11 bOnline may decrease Charges at any time without notice and the Customer shall have no right to terminate the Terms of Business.
6.12 The Customer’s liability for Charges starts from the Commencement Date whether or not the Services are used.
7.1 Where under these Terms of Business, bOnline is providing Services to the Customer, the Customer confirms that it understands that the Services may be provided by bOnline using Internet and therefore may sometimes be unavailable as a result of things over which bOnline has no control, such as failure of the Customer’s broadband connection or internet service provider, power disruptions, the weather, etc. The Services may also not be available due to suspension of the Services by bOnline in accordance with these Terms of Business. bOnline may from time to time vary the technical and/or operational procedures for use of the Services. bOnline will not be liable to the Customer or any third party for any losses whatsoever caused by such inconveniences, to the maximum extent permitted by law.
8.1 Except for the display of bOnline’s name, trade marks and/or logo, or wording such as "Website powered by bOnline Ltd." at the bottom of the Customer home page solely in accordance with bOnline guidelines , nothing in these Terms of Business entitles the Customer to use bOnline’s name, logo and trade mark or any of bOnline’s Intellectual Property Rights in any of the Customer’s company’s promotional literature or otherwise.
8.2 All Intellectual Property Rights pertaining to the Services, bOnline Materials and the Software shall remain the sole and exclusive property of bOnline or its licensors and nothing shall operate so as to transfer any interest, or, create any licences (implied or otherwise), in bOnline’s Intellectual Property Rights to the Customer, except as expressly stated in these Terms of Business.
8.3 Where bOnline has registered the domain name on the Customer's behalf this domain name will be registered to bOnline. Upon registration of such domain name the Customer acquires a personal, world-wide, revocable, non-transferable right to use the domain name for the period agreed but does not hold title to it. bOnline agrees to transfer this domain to the Customer or his/her agent when asked to do so and/or pursuant to Clause 16.4.2, providing that all charges and/or fees have been settled, including the Domain Transfer Fee. For the avoidance of doubt, in such case the Customer shall be responsible for renewing the registration of its domain name(s) and finding a new host for the respective domain name(s).
8.4 Subject to the Customer’s continued compliance with these Terms of Business, bOnline grants to the Customer for as long as it continues to pay for the Services, a personal, world-wide, revocable, non-transferable, non-exclusive licence to use bOnline Materials and the Software (including the Intellectual Property Rights therein) but only to the extent strictly necessary for the Customer to enjoy the Services provided by bOnline and subject to the restrictions associated with the Services for which the Customer subscribes.
8.5 Except as expressly authorised by any relevant law or necessarily required for use of the Services in accordance with these Terms of Business, the Customer shall not transfer, reproduce, exploit, make available, modify, alter, integrate, merge, decompile or reverse engineer bOnline Materials and the Software (including the Intellectual Property Rights therein) or create any derivative works of the same.
8.6 The Customer hereby grants to bOnline a world-wide, non-exclusive, royalty-free licence (with full right to sublicense) to use, publish, display, reproduce, exploit, modify, alter, integrate, make available, merge, decompile or reverse engineer the Customer Materials for its business operations, the purposes of providing the Services and fulfilling bOnline’s obligations under these Terms of Business.
8.7 The Customer warrants that it is either the owner of, and has all right, title and interest in and to, the Customer Materials, or that it has sufficient rights to the Customer Materials to grant the rights set forth herein. Nothing in these Terms of Business shall limit the Customer’s liability for breach of this warranty or for breach by the Customer of bOnline’s Intellectual Property Rights.
9.1 The Customer agrees to comply with the terms of these Terms of Business and any licences required by bOnline or other owner of any Intellectual Property Rights in the Software.
9.2 Whilst bOnline and its suppliers have made reasonable efforts to minimise defects or errors in the Software and to check the Software for viruses, bOnline does not warrant that the Customer’s use of the Software will be uninterrupted or that the operation of the Software will be error free, virus free or secure, or that the Software and the functions of the Software will be merchantable and will meet the Customer’s requirements. In addition, the security mechanism implemented by the Software has inherent limitations and the Customer shall have sole responsibility in determining that the Software sufficiently meets the Customer’s needs.
9.3 To the maximum extent permitted by law and upon prompt notification of the Customer, bOnline’s sole liability (and Customer’s sole remedy) with respect to the Software shall be to use all reasonable endeavours to correct the defective Software.
10.1 bOnline’s website shall remain the property of bOnline or its nominees.
11.2 bOnline may use any information supplied by the Customer for providing the Customer with the Services, for its own administrative and customer service purposes or for any other purpose required by law, including prompt disclosure of the current contact information provided by you and your identity to a party providing bOnline with reasonable evidence of actionable harm caused by wrongful use of the registered domain name. Without limitation bOnline shall be entitled to disclose information provided by the Customer to a debt collection agency, credit reference agency, credit or fraud monitoring scheme, security agency or credit provider. To enable bOnline to provide the Services, bOnline shall also be entitled to disclose such information to other underlying provider’s companies.
11.3 In order to maintain quality and for training purposes, bOnline may monitor and record telephone conversations with the Customer.
11.4 bOnline shall be entitled to communicate information that describes the habits or usage patterns and/or demographics of the whole or a part of bOnline’s Customer base (including the Customer) but which is anonymous and does not describe or reveal the identity of any particular Customer to any third party.
11.5 Unless the Customer notifies bOnline in writing by sending an unsubscribe email to email@example.com, bOnline may:
11.5.1 use information provided by the Customer for market research purposes or to supply the Customer with information about other products or services available from bOnline;
11.5.2 provide information supplied by the Customer to third parties for market research purposes or to enable them to supply the Customer with information about their products.
12.1 Each Party (in this Clause the "Receiving Party") undertakes to the other Party (in this Clause the "Disclosing Party"):
12.1.1 to keep confidential the Disclosing Party’s information of a confidential nature obtained from the Disclosing Party in discussions leading to these Terms of Business and subsequently received pursuant to these Terms of Business;
12.1.2 not to disclose the Confidential Information in whole or in part to any other person without the Disclosing Party’s written consent, except to the Receiving Party’s employees, agents and its sub-subcontractors involved in the supply or use of the Services (as the case may be) on a confidential and need-to-know basis; and
12.1.3 to use the Confidential Information solely in connection with the supply or use of the Services (as the case may be) and not for its own or the benefit of any third party.
12.2 The confidentiality obligations in this Clause 12 will not apply if the Receiving Party is required by court, government or other regulatory body to disclose the Confidential Information, but only to the extent required by law, provided that the Receiving Party gives the Disclosing Party written notice as soon as practicable of such requirement.
12.3 The confidentiality obligations in this Clause 12 will not extend to the Confidential Information which the Receiving Party can prove to the Disclosing Party’s reasonable satisfaction:
12.3.1 has ceased to be secret without default of the Receiving Party’s part; or
12.3.2 was already in the Receiving Party’s possession prior to disclosure by the Disclosing Party; or
12.3.3 has been received from a third party who did not acquire it in confidence.
12.4 Clauses 11.5 and 12 shall survive termination of these Terms of Business or any part of it.
13.1 Nothing in these Terms of Business excludes or restricts each Party’s liability for fraudulent misrepresentation, death or personal injury resulting from its own negligence or that of its employees while acting in the course of their employment by such Party. However, nothing in this Clause gives a Party any right or remedy which it would not otherwise have.
13.2 Nothing in these Terms of Business shall exclude or restrict a Party’s liability for matters which cannot by law be excluded or restricted.
13.3 Except as expressly stated in these Terms of Business, all warranties, representations, conditions, undertakings or terms, express or implied in respect of the bOnline’s Services are excluded to the fullest extent permitted by law.
13.4 bOnline makes no express or implied warranty relating to the performance, quality or fitness for a particular purpose of the Software. No agent or employee of bOnline is authorised to make any representation or modifications, extensions, or additions to this Clause.
13.5 In particular, but without prejudice to the generality of Clause 13.3, the Customer acknowledges and accepts that:
13.5.1 bOnline does not warrant that the Services will be available at any particular time or continuously;
13.5.2 the repair of any fault with the Customer’s Internet connection is the sole responsibility of such carrier or provider (e.g. BT or Virgin Broadband); and
13.5.3 bOnline is not responsible for any loss of or disruption to Services due to failure of a carrier network or network provider.
13.6 bOnline’s, its employees’ and its sub-subcontractors’ entire liability to the Customer (including without limitation liability for negligence) shall be limited for one claim or a series of related or unrelated claims within a period of 12 months to the lesser of:
13.6.1 the value of bOnline’s Charges paid by the Customer within the previous 12 month period; and
13.7 Neither Party shall be liable in contract, tort or otherwise (including liability for negligence), for loss or damage, whether direct or indirect, of business, production, data, operation time, goodwill, revenue, profits, for any loss of anticipated savings, for wasted expenditure or for any indirect or consequential loss whatsoever.
13.8 bOnline shall not be liable to the maximum extent permitted by law for any loss of data resulting from the use of the Services including without limitation any delays, non-delivery or missed deliveries directly or indirectly caused by bOnline.
13.9 Without undertaking any obligations to give any such advice and/or recommendations, bOnline shall not be liable to the maximum extent permitted by law for any loss or damage suffered by the Customer as a result of placing reliance on bOnline’s advice and/or recommendations regarding the use of a third party’s products or services.
14.1 Neither Party shall be liable for any breach of its obligations under these Terms of Business (other than in relation to payment of sums due) where it is hindered or prevented from carrying out its obligations by any cause outside its reasonable control, including, without limitations, acts of God, acts of Government or other competent regulatory authority, lightning, fire, flood, war, riot, civil commotion, malicious damage, failure of any telecommunications or computer system, compliance with any law or regulation and accident (or by any damage caused by any of such events).
15.1 bOnline may at its discretion and without liability to the Customer:
15.1.1 temporarily suspend the Services or any part thereof to vary the technical specification of the Services or for repair, maintenance or improvement or to protect life, limb or property;
15.1.2 suspend the Services and/or terminate the Terms of Business if the Customer is in breach of any provisions of Clause 6 (Charges) or should the Customer’s direct debit be cancelled or otherwise not validly be in place;
15.1.3 give such instructions to the Customer about the use of the Services it deems reasonably necessary;
15.1.4 do whatever is required of it to comply with laws, regulations or instructions issued by the Government, an emergency service or other competent authority; and
15.1.5 suspend the Services in any circumstance in which it is entitled to terminate these Terms of Business.
15.2 Except in an emergency when no such notice is required, bOnline will aim to give the Customer as much notice as reasonably practicable if the Services are to be suspended but the Customer shall have no claim against bOnline for any suspension of the Services. Any exercise by bOnline of its right to suspend the Services shall not exclude bOnline’s right subsequently to terminate these Terms of Business.
15.3 If the Services are suspended pursuant to the Customer’s default, the Customer must continue to pay Charges during such suspension and shall reimburse bOnline’s costs and expenses reasonably incurred by the implementation of such suspension together with all outstanding amounts due under these Terms of Business.
15.4 The Customer must indemnify and hold harmless bOnline against all liabilities, claims, damages, losses and proceedings arising out of or in any way connected with any use of the Services in contravention of these Terms of Business or the law.
16.1 Subject to Clause 16.3, the Customer may terminate these Terms of Business prior to the expiry of the term.
16.2 bOnline may terminate these Terms of Business immediately on written notice , and without having to pay any compensation to the Customer if:
16.2.1 the Customer is the subject of bankruptcy or insolvency proceedings in the United Kingdom or elsewhere, a receiver or administrator (or equivalent) is appointed over any of the Customer’s assets, or the Customer enters into any formal or informal composition or arrangement (or equivalent) with the Customer’s creditors, or the Customer or bOnline reasonably believes that such events are reasonably likely to occur. For the purposes of this Clause 16.2.1 "Customer" shall include the Customer’s direct and/or indirect parent company;
16.2.2 the Customer makes a material misstatement in the details the Customer has supplied to bOnline to enable bOnline to provide the Services;
16.2.3 the Customer materially breaches (including without limitation failure to pay any Charges promptly) these Terms of Business or any other Terms of Business the Customer has with bOnline;
16.2.4 bOnline suspects on reasonable grounds that the Customer may have committed or may be committing (i) a breach of any law; and/or (ii) any fraud against bOnline or any third party;
16.2.5 in any circumstances where under these Terms of Business, bOnline has the right to suspend Services;
16.2.6 the Customer fails to meet the bOnline’s required standard of creditworthiness; or
16.2.7 any contract between bOnline and a third party provider of a service is terminated where such termination affects the provision of the Services.
16.3 If the Customer terminates these Terms of Business pursuant to Clause 16.1 above or bOnline terminates the Terms of Business pursuant to Clause 16.2 above, any outstanding charges and/or fees shall become immediately due and payable and the Customer shall, without prejudice to any claim for damages by bOnline for any breach of these Terms of Business, pay to bOnline and bOnline shall receive payment of the Admin Fee, the Domain Transfer Fee (if applicable), the Charges to end of the month or of any other specified minimum term and any other outstanding Charges.
16.4 Notwithstanding the foregoing, if the Customer has subscribed for a Service subject to one-off payment in advance, the Customer is entitled to a refund if the Customer notifies bOnline within fourteen (14) days of payment. The Customer will not be entitled to a refund once the Customer proceeds beyond the Briefing stage, irrespective of the number of days since payment. No refunds of any fees already paid under any circumstances will be granted except as set out in this Clause 16.4 or otherwise specified by bOnline to the Customer in writing.
16.4.1 All refunds are subject to a 25 percent charge of the total amount to cover part of the the initial costs incurred by bOnline.
16.5 You agree to defend, indemnify and hold harmless bOnline, its subsidiaries, affiliates, officers, directors, agents, partners, employees and attorneys for any loss, liabilities, damages, costs or expenses, including reasonable attorneys' fees, resulting from any third party claim, action, or demand arising out of or related to:
16.5.1 Your use of any domain name registration or other Service(s).
16.5.2 The content of the Service(s).
16.5.3 Your breach or violation of any term, condition, representation or warranty of these Terms of Business.
16.5.4 Your violation of any rights of others.
16.6 we may require you to reimburse us for any reasonable and foreseeable losses, costs and expenses which we incur as a direct result of the misuse of the Services either by yourself or by someone you have knowingly or negligently allowed to use the Services.
16.7 On termination or expiry of these Terms of Business:
16.7.1 any licence granted to the Customer under these Terms of Business shall immediately cease, the Customer must immediately stop using the Services and all amounts the Customer owes to bOnline for the use of the Services shall be due and payable in full and the Customer shall have no right to withhold or set off any such amounts;
16.7.2 if bOnline provided the Customer with a domain name, bOnline shall transfer in accordance with Clause 8.3 such domain name to the Customer following receipt by bOnline of the relevant Domain Transfer Fee;
16.7.3 bOnline shall have the right to remove, cancel, delete and terminate any of the Customer’s Account, and any content or data uploaded or integrated with (or available on) Services without being liable for any losses;
16.7.4 within 7 days of the termination the Customer shall return to bOnline or destroy (and in that case certify destruction of) the Confidential Information, bOnline Materials and/or Software (including without limitation all copies in whatever format).
16.8 The termination of these Terms of Business for whatever cause shall not affect any provision of these Terms of Business which is expressed or by implication intended to survive or operate in the event of termination of these Terms of Business.
17.1 The Customer must not assign or delegate or otherwise deal with all or any of its rights or obligations under these Terms of Business without the prior written consent of bOnline.
17.2 bOnline may assign, transfer (in whole or in part) or charge or deal in any manner or otherwise delegate all or any of its rights or obligations under these Terms of Business to any person or entity.
17.3 bOnline may sub-contract any of its obligations under these Terms of Business.
18.1 Except as described in Clause 18.2 below, any variation to these Terms of Business shall be agreed by the Parties in writing.
18.2 Notwithstanding Clause 18.1, bOnline reserves the right to amend or vary these Terms of Business (other than in relation to variations in accordance with Clause 6.10 of these Terms of Business) by giving the Customer 30 days’ written notice thereof with effect from the start of the month following such 30 day period. If the Customer refuses to accept such amendment, it may terminate these Terms of Business at the end of the month or of any other specified termin which the notice is served. If the Customer does not terminate within such 30 day period, the Customer shall be deemed to have accepted the variation.
18.3 If the Customer requests and bOnline agrees to a change of Services, the Customer must complete such formalities as bOnline shall require to give effect to such change and the Customer must pay to bOnline its then current Charges to reflect such change of Charges change. bOnline may require payment prior to effecting such change. To reflect such change, bOnline may without notice revise the Charges.
19.1 Unless otherwise stated in these Terms of Business:
19.1.1 Notices sent by the Customer to bOnline shall be sent:
(a) by hand or by recorded delivery to the following address or as otherwise notified to the Customer:
Attn: bOnline Ltd
Address: Unit 01, Rudolf Place, London SW8 1RP
(b) by electronic mail to the following electronic email address or as otherwise notified to the Customer:
19.2 Notices sent by bOnline to the Customer may be sent (i) by hand or by recorded delivery to the Customer’s billing address specified on the Order Form or to the Customer’s registered office; or (ii) by fax to the Customer’s fax number specified on the Order Form or as otherwise notified by the Customer to bOnline in writing; or (iii) by electronic mail to the Customer’s electronic mail address specified on the Order Form or as otherwise notified to bOnline in writing.
19.3 Notice given by hand shall be deemed given the same day. Notice given by recorded delivery on the date and at the time of signature of the delivery receipt. Notice given by fax shall be deemed given when transmitted provided that the sender shall have received a transmission report confirming correct transmission. Any communication by electronic mail from the Customer to bOnline shall be deemed to have been received when bOnline acknowledges receipt to the Customer of such electronic mail. Any communication from bOnline to the Customer by electronic mail shall be deemed to have been made on the working day on which the notice is first stored in the Customer’s electronic mail-box.
20.1 These Terms of Business together with any other documents expressly referred to in these Terms of Business represent the entire understanding between the Parties with respect to the subject matter of it and supersedes and extinguishes all other agreements or representations (except fraudulent misrepresentations) made by either Party, whether oral or written. In particular bOnline shall not be bound by any oral or written representation (except fraudulent misrepresentations) made by its representatives unless specifically incorporated into these Terms of Business in writing.
21.1 Any dates quoted by bOnline in connection with the provision of the Services shall be treated as estimates only. bOnline accepts no liability for failure to meet such dates and time shall not be of the essence for this purpose.
22.1 bOnline shall not be bound by and reserves the right to correct, before and after these Terms of Business is made, any typographical, clerical or other obvious error or omission in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by bOnline.
22.2 No waiver by bOnline of any default by the Customer under these Terms of Business shall operate or be construed as a waiver by bOnline of any future defaults, whether of a like or different character. No granting of time or other forbearance or indulgence by bOnline to the Customer shall imply a waiver of bOnline’s rights or shall in any way release, discharge or otherwise affect the Customer’s liability under these Terms of Business.
22.3 If any court or any governmental agency or authority of competent jurisdiction holds any provision of these Terms of Business to be invalid, void, or unenforceable, including in particular any limitation of liability or exclusion of implied terms, then:
22.3.1 if necessary, the Parties agree to rewrite the applicable provision to reflect as nearly as possible the original intentions of the Parties in accordance with applicable law, and
22.3.2 the remainder of these Terms of Business shall nevertheless remain legal, valid, and enforceable.
22.4 The provisions of these Terms of Business of a continuing nature shall survive termination of these Terms of Business.
22.5 In the event of any inconsistencies between the contents of Terms of Business, the Order Form and the Price List, the order of precedence shall (unless expressly stated to the contrary) be (i) these Terms of Business; (ii) the Order Form; and (iii) the Price List.
22.6 The Parties do not intend that these Terms of Business be enforceable by any person not a party to these Terms of Business including under the General Terms (Rights of Third Parties) Act 1999 with the only exception of Clause 16.5 above which will also be enforceable by bOnline’s employees and its subcontractors.
23.1 These Terms of Business and any disputes or claims arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) are governed by and construed in accordance with the laws of England.
23.2 The parties irrevocably agree that the courts of England have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with these Terms of Business or its subject matter or formation (including non-contractual disputes or claims).
1.1 We are bOnline Limited, a limited company incorporated in England and Wales registered under Number 07710947 whose registered office is at Unit 1, Rudolf Place, Miles Street, London, SW8 1RP.
1.2 The following documents comprise our agreement with you and will have the following order of precedence: (i) the Confirmation Letter; (iii) the Service Schedules; (iii) Specific Offers (iii); our Price Guide; (iv) our Fair Use Policy; (v) our Acceptable Use Policy; and (vi) the Business General Terms (collectively referred to as the "Agreement").
1.3 Capitalised terms used in the Agreement refer to those definitions included in Schedule 3 (Definitions & Interpretation) below.
1.4 In the event that you order any Equipment, or you receive Equipment support services from us, separate terms and conditions may apply to you in connection with the Equipment (as notified to you).
2.1 The provision of each Service commences on the relevant Service Start Date. The Service Start Date and any other dates agreed with you regarding our provision of the Services (e.g. installation, delivery of Equipment) are estimates only. To the maximum extent permitted by applicable law, we accept no liability to you if we do not meet a Service Start Date or any other date. Time is not of the essence.
2.2 We will agree a date with you for the installation of new lines. If you cancel any appointment for the installation of any Service with less than 48 hours notice, you will be liable to pay a call out Charge as part of our Charges which are available on our Website at www.bonline.com.
2.3 For fixed line transfers, we will normally transfer the line from your current provider within ten (10) Working Days. The time taken to port numbers from other networks varies and sometimes portability may not be possible or reasonably practicable. If this happens we will provide you with a new number(s).
You acknowledge that in order to avoid delays occurring in the ordering process, we will need to be notified by BT™ (or other applicable network provider) of any products or services presently in use on your fixed line that are incompatible with our Wholesale Line Rental or Next Generation Network service. BT™ (and other network providers) are under a strict duty not to disclose information about a customer's services to a third party unless the customer has consented to such disclosure. In entering into this Agreement you give consent to BT™ (or other applicable network provider) to disclose such information to us. You also give us authority to act as your agent to arrange your connection to our Services.
3.1 We will provide you the Services you Order and that we agree to provide to you (e.g. Phone and Broadband Services).
3.2 We will provide you with the Services and, where applicable, with the Equipment subject to you complying with the terms of this Agreement.
3.3 The Services under this Agreement are designed for business customers only. You have confirmed to us that you are a trading business. The Consumer Protection (Distance Selling) Regulations 2000 as amended by the Consumer Protection (Distance Selling) (Amendment) Regulations 2005 do not apply to this Agreement.
3.4 We may take instructions from a person if we have a good reason to think that he or she is acting with your permission.
3.5 The provision of each of the Services may be subject to a Fair Use Policy and/or an Acceptable Use Policy as applicable;
3.6 We may, from time to time and at our sole discretion, make Specific Offers available to you. In the event that any Specific Offer applies to you, its terms will be part of the Agreement.
4.1 This Agreement commences on the Commencement Date and will continue in force until you or us terminate it in accordance with Clause (termination).
4.2 You may cancel a Service free of charge without having to pay a Cancellation Fee at any time up to the Service Start Date. For the Phone Services and for the Broadband Services transferred to us from other suppliers the Transfer Period will be at least a period of 10 Working Days from the moment we accept a customer Order to customer activation.
4.3 Each Service will have the Initial Fixed Term agreed with you and specified in your Confirmation Letter (usually 12 or 24 months). If you terminate a Service before the end of the Initial Fixed Term or a Renewal Term (or we terminate it due to your breach of the Agreement), we will Charge you a Cancellation Fee. Our current Cancellation Fees are available on our Website at www.bonline.com.
5.1 To be able to receive our Phone or our Broadband Services or the VoIP Services you will need to have at least a suitable phone line in your Premises (i.e. BT™ provides an analogue direct exchange line which terminates on a BT™ public switched telephone network master socket forming part of a BT™ network), unless we tell you otherwise in writing.
5.2 You agree:
(a) to use the Services in accordance with: (i) this Agreement; (ii) any reasonable instructions given by us from time to time (including without limitation regarding health, security, safety or quality of the Services); and (iii) any laws, regulations and licenses which apply to the use of the Services by you;
(b) not to allow an alternative supplier (or any third party) to override or bypass our Services either through the installation of equipment or through the BTTM (or other applicable network provider’s) local exchange during the Term of the Agreement;
(c) not to use the Services in any way we reasonably consider is, or is likely to be detrimental, to the provision of the Services to you or to services we provide to any other bOnline customers; and
(d)to be responsible for any engineering reprogramming costs, cessation fee or equipment removal costs that may be required to terminate the Service of your previous supplier(s).
5.3 If you request and we agree to change all or part of the Services, or we agree to a change of the Premises where we provide the Services to you, you must complete such formalities as we shall require, giving effect to such change. We shall be entitled to revise the Charges you pay to reflect the changes agreed with you and we may (at our sole discretion) require payment prior to effecting such changes.
5.4 You must not use the Services, including but not limited to internet related Services, associated computer security or backup Services and software:
(a) in a way that breaches any legislation or any licence applicable to you or that is in any way unlawful or fraudulent;
(b) to make nuisance calls;
(c) to distribute, deliver, transmit, knowingly receive, upload, download, use or re-use any information or material which is offensive, abusive, defamatory, indecent, obscene, immoral, unlawful (including but not limited to child pornography) or menacing, or in breach of any intellectual property, privacy or any other rights of third parties or which might cause annoyance, inconvenience or needless anxiety to anyone, or to commit a fraud or other criminal offence;
(d) for purposes other than the genuine use of our Services;
(e) to send or procure the sending of any chain letters or unsolicited advertising or promotional material ("spamming");
(f) to propagate computer worms or viruses;
(g) to attempt to gain unauthorised entry to any site or network; or
(h) contrary to any reasonable instructions we give you to protect the integrity and quality of our Services or otherwise.
5.5 The Services are provided solely for your use and you must not resell or attempt to resell the Services (or any part of them) to any third party.
5.6 You do not own any number or have any right to sell the number(s) related to the Service(s).
5.7 You will fully indemnify and hold us harmless against all losses, damages and amounts (including legal fees), suffered or incurred by us arising out of or in connection with any actual or potential claims, legal and regulatory proceedings against us by a third party, resulting from your use of the Services in breach of your obligations under this Clause . We shall notify you of any such claims or proceedings and inform you regularly as to the progress of such claims or proceedings.
5.8 You shall indemnify us against all third party claims for infringement of copyright or other intellectual property rights which may arise in respect of your Content.
5.9 We will also require you to reimburse us for any reasonable and foreseeable losses, costs and expenses which we incur as a direct result of the misuse of the Services either by yourself or by someone you have knowingly allowed to use the Services we provide to you.
5.10 Your breach of your obligations under this Clause , may result in the suspension or termination of the affected Services or in the termination of the Agreement at our sole discretion.
5.11 You are responsible for terminating, at your own expense, any contracts you may have with your previous suppliers for services similar to our Services or which are not compatible with our Services. You are solely responsible for any liabilities you may incur when you terminate your agreements with them.
5.12 You acknowledge that Services are provided to other users and we owe a duty to these users as a whole to preserve our network integrity and avoid network degradation. If, in our reasonable opinion, we believe that your use of the Services has or may adversely affect such network integrity or may cause network degradation we may manage your transmission speed, the type of traffic you are passing, and/or suspend your Service.
6.1 This Clause will apply in the event that we provide Broadband Services to you.
6.2 We can only provide the Broadband Services in areas of the United Kingdom in which we or our suppliers are technically able to offer Broadband Services.
6.3 You acknowledge that we are dependent upon certain third parties to install and provide the Broadband Services to you. You also acknowledge and affirm that there may be technical limits that prevent us from delivering an operational service to you. We will endeavour to provide the Broadband Services to you at the access rate you choose but, due to: (i) congestion within the network; (ii) the ability of your BT™ (or other applicable network provider’s) line to carry data services; or (iii) the distance from the exchange, the speed of service may be reduced at times.
You must ensure that compatible cables and extension leads are used to and from your telephone socket, router or modem, and PC in order to use the Broadband Service.
6.4 It is your duty to cancel any other broadband service supplied by another company through a fixed telephone landline that you wish to use to receive our Broadband Service and your fixed telephone landline at your location must be clear of your former supplier's broadband service. Alternatively, you must provide us with a valid migration code to transfer the broadband service from your current supplier, unless we tell you otherwise in writing.
6.5 If you have purchased a computer security service from us, you must uninstall any other computer security services from your computer.
6.6 In using our Broadband Service, you agree to comply with our Acceptable Use Policy which is available on our Website at www.bonline.com.
7.1 Where we provide software to you to enable you to use the Services, including backup and computer security services where applicable ("Software"), we grant you a non-exclusive, non-transferable, revocable licence to use the Software solely for the term and the purposes of the Agreement. You acknowledge and affirm that you use this Software at your own risk. You agree to use the Software in accordance with its applicable end user license agreement, which you will be required to accept in order to install the Software.
7.2 Any Software provided to you as part of the Services is provided for your use only. You must not re-sell, rent, transfer, assign or sub-license the Software to anyone else. You may make one copy of the Software for back up purposes, but are not otherwise allowed to copy, decompile or modify the Software (in whole or in part) for any purpose unless specifically permitted by law. You may not adapt, transmit, distribute externally, play or show in public, broadcast or publish any part of the Software. Except as permitted by applicable law or as expressly permitted under this Agreement you must not copy, de-compile or modify the Software (in whole or in part), or copy the manuals or documentation (in whole or in part).
7.3 We may offer updates or modifications to the Software or documentation and we will notify you of any applicable Charges for such updates or modifications at the time we offer them to you.
8.1 You must ensure that user names and passwords used in connection with the Services are kept confidential and are only used by authorised users. You shall implement safety measures to prevent and detect any unauthorised use of user names and passwords and inform us immediately if you know or suspect that a user name or password has been disclosed to an unauthorised user or is being used in an unauthorised way. You must not change or attempt to change a user name without our written consent.
8.2 We reserve the right (at our sole discretion):
(a) to suspend user names and password access to the Services if at any time we think that there has been or is likely to be a breach of security; and
(b) to ask you to change any or all of the usernames and passwords you use in connection with the Services.
8.3 You must inform us immediately of any subsequent changes to the information you supply to us when you register for the Services.
8.4 You acknowledge and affirm that the Services, including but not limited to internet related Services, are not secure and we do not guarantee the prevention or detection of any unauthorised attempts to access the Services.
8.5 You shall be liable for any unauthorised use of user names and passwords by third parties if this use is due to you failing in keeping them confidential or in implementing reasonable safety measures to prevent and detect any unauthorised use of user names and passwords.
9.1 We may sell or provide subsidised Equipment to you. The Equipment is designed for use with the relevant Services in accordance with the Agreement and usually includes 12 months manufacturer warranty (or as otherwise specified in the manufacturer's warranty). This warranty is in addition to, and not in substitution for, any similarly or further rights you might have in law. Technical support for modems or routers or other Customer Equipment acquired from any other source is therefore the responsibility of the manufacturer.
9.2 We shall bear the risk of loss or damage to the Equipment and to SIM cards until the point of delivery to you and you shall bear the risk of loss or damage to the Equipment and SIM cards from the time of delivery to you.
10.1 You must only use Customer Equipment which is lawfully approved for connection.
10.2 Any Customer Equipment you use in connection with the Services must be:
(a) technically compatible with the Services and must not harm our (or our suppliers) network or other user's equipment (or our supplier's equipment);
(b) connected by you using the applicable network termination point (in accordance with standard industry practice and with our instructions); and
(c) adequately protected by you against viruses and other breaches of security.
10.3 If you choose to use your Customer Equipment for any of our Services, we will not be liable for any faults or associated costs associated with your Customer Equipment.
11.1 Where the Service allows access to the internet you understand and affirm that the use of the internet is at your own risk.
11.2 We do not warrant or guarantee the accuracy or completeness of any of the information, sound, images, software and any other materials (in whatever form) and services contained on or available through the Services or any further information or results which may be derived from it (the "Content"). You acknowledge that you will not rely on any Content in making any business or other decision and that your use of the Content is at your sole risk.
11.3 You are entirely responsible for evaluating any goods or services offered by third parties via the Services or on the internet. We will not be a party to or in any way be held responsible to you for any transaction between you and third parties.
11.4 You warrant that any information you make available on your website, both yours or that of a third party is and will remain wholly accurate and will not include any information or material, any part of which, or the accessing of which or use of which, would be a criminal offence or is otherwise unlawful.
12.1 This Clause 12 applies to all the Services. We charge you for using the Services. You will be charged at the rates specified in our Price Guide (or as otherwise notified or made available to you). You acknowledge and agree that:
(a) save for manifest error, Charges are calculated from data recorded by us and our suppliers and not from your own records;
(b) your monthly invoice will normally include:
(i) in advance, your line rental (where applicable), your fixed monthly Charges (including inclusive call price plans, calls and Broadband bundles or Broadband packages), other recurring Charges which are billed one month in advance or other Charges which we request you to pay in advance; and
(ii) in arrears, any monthly Charges for your use of our Services which you do not have to pay in advance, included but not limited to calls outside any inclusive call price plan (e.g. minutes outside your monthly allowance or for additional services, administration Charges) which you incurred in the last period (normally the last month);
(c) we may also send you a separate invoice for any other Charges not included in your monthly invoices and request you to pay any of these Charges in advance;
(d) all our Charges are subject to VAT at the prevailing rate;
(e) we will send you our invoices by post unless you opt-in to e-billing. If you do not opt-in to e-billing we reserve the right to apply a reasonable administration Charge for sending you our invoices by post;
(f) we may charge you an administration Charge for payments tendered by means other than direct debit as specified on our Price Guide;
(g) where a direct debit is unpaid due to insufficient funds or direct debit cancellation, an administration Charge will be included on your next monthly bill;
(h) we may charge you a reasonable Charge for restricting outgoing calls;
(i) if you breach the Agreement (including without limitation any breach of your payment obligations under Clause ), and as a result we suspend all or part of the Services or terminate the Agreement or any Service, we shall charge you a reasonable Charge:
(i) per fixed or mobile line we cease, should we terminate the Agreement (or any specific Service);
(ii) to reinstate Services suspended; or
(iii) to reinstate lines that have been ceased.
(j) save where the fault is with your Phone Services but you have taken our Line Assurance service, if we send an engineer to your Premises, we may charge you our then current Charges for the visit, or pass on to you the fees of any third party providers;
(k) we will charge you our then current Charges if you purchase any Equipment;
(l) we may charge you a monthly maintenance Charge depending on the Support Level we agree with you or if you are covered by the Line Assurance service;
(m) if you cancel your Phone Services and Broadband Services and do not request transfer of these Services to a new service provider, you will have to pay us what is known as a cease Charge.
(n) if you change address, where technically feasible and commercially practicable, you may transfer the Phone Services and/or Broadband Services to your new address on payment of the moving Charge; and
(o) you will be responsible to pay the administration Charges specified in our Price Guide as applicable.
(p) you will continue to pay the Charges during any period of suspension, unless we say otherwise in writing.
12.2 In the event that we have agreed to provide you with a bundle for all or part of the Services (e.g. Phone, Broadband and Mobile Services) and you terminate any of these Services, we will automatically apply to you our then current separate Charges for any Services we continue providing to you.
12.3 Our current Charges are listed in our Price Guide available on our Website at www.bonline.com.
13.1 If we provide Phone Services to you, this Clause and paragraph 5 of the Phone Services Schedule will apply to you (in addition to Clause ). You agree to pay and are responsible for paying the Charges for the Phone Services or for any Equipment you purchase.
13.2 Charges for the Phone Services will be incorporated into your monthly bOnline invoice.
13.3 If a call price plan has a minimum monthly spend, the minimum monthly spend will be charged in the event that usage charges are below the minimum monthly spend. The minimum monthly spend will also be considered a recurring charge (line rental) for the purposes of calculating Cancellation Fees.
14.1 If we provide Broadband Services to you, this Clause and paragraph 6 of the Broadband Schedule will apply to you (in addition to Clause ).
14.2 The Charges applicable to the Broadband Services will normally be included in the Charges you pay for our bundled Services or will otherwise be specified to you separately in your monthly bOnline invoice.
15.1 You are responsible for and must pay the Charges for the Services whether the Services are used by you or by someone else.
15.2 You shall pay your invoices by monthly variable direct debit (or by recurring credit or debit card payments if we offer this payment option to you). We reserve the right to refuse any new customer not wishing to pay by direct debit (or by another payment method approved by us). You are responsible for notifying us as soon as possible of any changes to your bank details that may affect your payment of the Charges.
15.3 Recurrent credit or debit card payments: If we allow you and you agree to pay the Charges by recurrent credit card or debit card payments the provisions of this Clause 15.3 will apply to you:
(a) by sending us an Order or setting up an auto top up, you grant us continuous authority to charge your debit or credit card for the Services until such time as the Service(s) or auto top up are cancelled by you and any outstanding monies have been paid. This includes all administration, cessation and porting fees. Should you choose to cancel your monthly service(s) or auto top ups then your continuous authority will be immediately ceased.
(b) In the event that we are unable to take a continuous card authority payment from you, then you will be informed by email and will be prompted to make a immediate payment in order for the Services to continue.
(c) If your credit or debit card details change or expire you must notify us immediately to avoid suspension or termination of the Services due to non-payments.
(d) We reserve the right at our sole discretion any time to stop accepting credit cards or debit cards from one or more issuers.
15.4 You agree that you will advise us by telephone and in writing immediately if the card becomes lost, stolen or if you wish to close your card account or cancel the authority, at which point you will need to provide a new continuous direct debit authority. You also expressly acknowledge that by providing the details referred to above you have the authority to authorise us to deduct payment for the services in accordance with the Agreement.
15.5 Arrears and/or unwillingness to maintain payment by direct debit or recurrent credit or debit card payments may result in one or more of your Services being restricted and in the termination of your Agreement.
15.6 Cancellation of your direct debit does not constitute notice of termination of the Agreement by you, but we reserve the right to terminate the Agreement immediately if you cancel your direct debit for the payment of the Services and/or you chose another payment method not previously approved by us.
15.7 You are protected at all times by the direct debit guarantee as detailed in Clause 33 below.
15.8 If you fail to pay any sum due, within 14 days from the date of the invoice, we shall be entitled to charge interest on the amount due at the rate of four percent (4%) above the Barclays Bank Plc base rate ruling from time to time calculated from the due date until we receive your payment.
15.9 We reserve the right to perform a credit check on you with no prior given notice, and to pass your credit history with us on to other credit agencies and/or County Court.
(a) We reserve the right to request at any time a reasonable deposit, paid in advance, from you as security to cover the risk of you not paying our bills. For instance, we may ask a deposit from you should periodical credit checks reveal insufficient credit scoring or County Court Judgments against you for debts or non-payments, if you are late paying any invoice or if unusual usage and call Charges are incurred by you (the "Credit Conditions").
(b) We may agree to provide you with a free line installation, in connection with Phone and/or Broadband Services, in return for you committing to an Initial Term or Renewal Term as applicable. Such deposit will be released against your full payment of our first six months' invoices or as otherwise specified by us in writing. Furthermore, we shall be entitled, at any time, to use this deposit to pay off any charges you owe us.
No interest is payable on any deposit held by us under the Agreement.
15.11 We may, at our sole discretion and at any time, impose a credit limit on your account or amend it if, for instance, you fail to meet our Credit Conditions or if, for business reasons, we need to manage our financial risk. If you exceed any such credit limit we may demand immediate payment of all the Charges incurred by you up to this moment and/or suspend the Service. We will endeavour to notify you as soon as possible if any of these situations arise. As our billing system is not updated instantly when you use our Services, you may exceed the credit limit, but if this happens, you will still be responsible for all Charges incurred including those exceeding the credit limit. We may amend your credit limit at any time and without prior notice.
15.12 Our current administration charges specified on our Website at www.bonline.com
15.13 We shall be entitled to set off any due amounts you owe to us under this Agreement against any advance payment or any deposit you make under this Agreement.
15.14 You agree to pay us all Charges without set-off, deduction, withholding, restriction or condition whatsoever.
15.15 If you wish to dispute an invoice, you must contact our customer services within 30 days from the date of the invoice. After such period, any undisputed invoice will be deemed correct. You must pay the full amount of any disputed invoice, if the amount disputed is less than 5% of the total the invoice. You must pay the amount not in dispute in a disputed invoice if the disputed amount is more than 5% of the total invoice. In addition, we may also collect any overdue payment from the debit or credit card whose details you have provided to us.
15.16 If you do not pay an invoice before the due date, we may instruct a debt collection agency to collect payment from you (including any interest and/or late payment charges) on our behalf. If we engage a debt collection agency to collect your debt, you must pay the reasonable costs we have to pay to such agency, which will be added to the amount you owe.
15.17 You acknowledge and affirm that, without prejudice to any other rights or remedies available to us under the Agreement, non-payment of any Charges due to us under the Agreement, will be regarded as a material breach of the Agreement.
16.1 Any patents, design rights, know-how, copyrights, trademarks, the right to use Software and all other similar intellectual property proprietary rights (whether registered or unregistered) worldwide relating to the Services, including but not limited to backup and computer security Software packages, or arising during the development of the Services ("Intellectual Property Rights"), belong to us or to a relevant third party.
17.1 We will use reasonable endeavours to provide an uninterrupted service, but you acknowledge and agree that from time to time faults may occur, including faults (such as intermittent faults) which may recur and have no identifiable cause.
17.2 We will try to repair faults quickly when reported to us. If you suspect a fault, please look at and test your Equipment first to see if it is faulty. We are not responsible for faults on Customer Equipment and if we (or our sub-contractors) are called out and find the fault is with your Customer Equipment, you may have to pay the call out charge specified in our Price Guide.
17.3 If you report a fault in a Service, we (or our subcontractors) will repair the fault in accordance with the relevant Support Levels (where the fault is connected to Phone Services), with the relevant Service Schedule or as we notify you in writing.
17.4 Repairs to our Phone and/or Broadband Services:
(a) BT Openreach™ (or other applicable network provider) will continue to have responsibility for maintaining your landline and fix any faults that may occur. We will use reasonable endeavours to correct any defect or fault in our Phone and Broadband Services or to report the defect or fault to BT Openreach™ or other applicable network provider (or to the relevant suppliers responsible for fixing such defects or faults). Customer Service & Fault Notification: [ ].
(b) If you have broadband on the landline and we are not providing this service to you, your broadband provider is responsible for repairing broadband faults. You are responsible for notifying the fault to your broadband provider (although, we may, at our sole discretion, report the fault to the party responsible for the service).
(c) We will not be responsible for any faults arising from Customer Equipment. If we send an engineer to your Premises and it transpires that the fault or failure is on your Customer Equipment and not in our Services, or is caused by accidental damage (or where an engineer attends and finds no fault), we may charge you a call out Charge at our then current rates which can be found on our Website at www.bonline.com,
(d) Additional time related Charges and replacement equipment costs may also be charged to you.
(e) The speed with which faults are repaired on your line depends on the Support Level applicable to you. As our Phone and/or Broadband customer you receive Support Level 1 as standard but you can pay more to receive an improved Support Level. Support Level repair speeds are set by BT Openreach™ (or other applicable network provider) and may vary.
18.1 In the event that your Equipment becomes faulty within its warranty period:
(a)you shall notify us that the Equipment is faulty and follow our instructions (e.g. we may request you to return the Equipment to us by post).
(b) We (or our subcontractors) will either repair the faulty Equipment or provide you with a replacement Equipment (and, at your sole discretion, we may also send you a temporary replacement Equipment for specific Services).
(c) we (or our subcontractors) will inspect the Equipment and if we reasonably conclude that the Equipment is not faulty, then we may return the Equipment to you and you will be responsible, at our reasonable discretion, for: (i) the costs of inspecting the Equipment; (ii) any postal charges we incur; and (iii) the cost of providing you with a temporary replacement and refurbishing it after your use;
18.2 If we send an engineer to your Premises to check any faulty Equipment you will be responsible for the engineer call out Charge whether the Equipment is within its warranty period or not.
18.3 In the event that your Equipment becomes faulty outside its warranty period you will be responsible for any fees connected to the repair of the Equipment or to replacing it.
18.4 Neither we nor the manufacturer accepts liability for any damages to the Equipment caused by you or by third parties even within the applicable warranty period.
19.1 We will use reasonable endeavours to provide number portability to you, as soon as reasonably practicable and on reasonable terms, when you request so and provided that:
(a) there are no technical or physical reasons preventing the portability of the number(s) requested by you; and
(b) you undertake to pay our Charges for such number portability if applicable;
19.2 If you sign up to the Phone Services and you request to transfer your number from another telephone provider, we will use reasonable endeavours to do this if reasonably practicable and provided that your Existing Provider agrees to release the number. If it is not reasonably practicable, we will provide you with a new number(s).
19.3 Any telephone numbers allocated to you by us (if any) do not belong to you. You accept that you do not acquire any rights whatsoever in such telephone numbers and you must make no attempt to apply for registration of the same as a trademark, service mark, or domain name whether on its own or in conjunction with some other words or trading style. You are not entitled to sell or agree to transfer to a third party any telephone number allocated to you by us.
20.1 To enable us to carry out our obligations under the Agreement, you must provide to our representatives and to any of our suppliers, agents or subcontractors access to your Premises at all reasonable times, including without limitation access for the purposes of installation, inspection, maintenance, replacement, upgrade or removal of a phone line, an internet access connection or any equipment associated with it (including but not limited to the Equipment).
20.2 We or our suppliers, agents or subcontractors will comply with the reasonable policies or regulations applicable in the Premises provided that you notify us in writing of such policies and regulations reasonably in advance.
20.3 You shall provide a safe and suitable working environment for our employees, agents, suppliers or subcontractors at the Premises at all times. You shall inform them in advance of any health and safety policies applicable on the Premises.
21.1 We will provide the Phone line and the Broadband Services at the Premises you specify when you Order these Services.
21.2 If you move to another address within our service area, you may ask us to provide the Services to your new address (and you must give us 30 days prior notice before the move). We cannot guarantee that we will be able to provide you with the Services at your new address; will carry out a line check in your new address.
21.3 If you move to another address before the end of any applicable Initial Fixed Term (or Renewal Term), Cancellation Charges may apply to you unless you agree to keep receiving our Services at your new address and we agree, and are able, to provide these Services in your new address.
21.4 If we agree to provide the Services to your new address, you may have to pay a service transfer Charge as specified in our Price Guide.
21.5 Where required, we will send you a new contract for the Services that we will provide to you in your new address and your Charges will be adjusted accordingly.
21.6 You may not be able to keep your phone number if you move to a new address.
22.1 On your request, we will provide you with an email address using an bOnline branded domain. The email service comes with a standard mailbox size which cannot be increased and it is subject to our Acceptable Use Policy. bOnline may, without notice, delete the mailbox and its contents if it has not been accessed for over 60 days. When the Broadband Service or the Agreement is terminated, the email service will also terminate and any information stored in the email service will be erased.
22.2 You agree to use the email services and administer your email package(s) in accordance with our instructions, with terms of this Agreement and with our Acceptable Use Policy and Fair Use Policy.
23.1 We may suspend or restrict any of the Services (without being liable to compensate you):
(a) in the event of a local or national emergency;
(b) to comply with a request from a government or other competent authority;
(c) to protect or provide services to rescue or other essential services or otherwise;
(d) to maintain the quality of our Services and/or those of our suppliers;
(e) if you fail to pay any amount due to us;
(f) if your credit limit is exceeded;
(g) if your direct debit (or your recurrent credit or debit card) instruction is refused or cancelled;
(h) if an event affecting our ability to provide the Services occurs which is beyond our reasonable control;
(i) if we have good reason to suspect fraudulent activity or misuse of our Services, the Equipment or any other materials;
(j) you do anything (or allow anything to be done) which we think (acting reasonably) may damage or affect the operation of any of the networks;
(k) if we reasonably believe that any of the Services we provide to you is being used in breach of Clauses to (this applies even if you are unaware that the relevant Service is being used in such a way); or
(l) if you cease to do business; or have bankruptcy or insolvency proceedings brought against you; or make an arrangement with your creditors (other than where solely for solvent amalgamation or solvent reconstruction); or a receiver, administrative receiver or administrator is appointed over any of your assets; or you go into liquidation; or a notice is given, a petition is issued, a resolution is passed or any other step is taken to commence any of the foregoing procedures; or there is a corresponding event under Scottish law; or
(m) if in our reasonable opinion it is necessary to do so.
23.2 We may suspend the Services including during scheduled periods of downtime where necessary for operational reasons (connected to us or to our suppliers) such as repair, maintenance or improvement of the Services (or software connected to the Services) or because of an emergency. We will restore the Services as soon as we reasonably can after suspension.
23.3 In case of suspension of the Services as described in this Clause above, you will still liable for all recurrent Charges due during any period of suspension. However, if you are unable to use all of the Services for a continuous period of 3 days because:
(a) there is a technical failure in our networks;
(b) our network is being tested, modified, or maintained;
(c) access is denied to us by our suppliers; or
(d) we default in the substantive performance of our material obligations under this Agreement,
you will be entitled to receive a credit against your fixed monthly charge, which will represent that part of the fixed Charges relating to the period of suspension.
24.1 In the event that the Agreement or a Service is terminated by you (or is terminated by us due to your breach of the Agreement) before the end of any relevant Initial Fixed Term (or, where applicable, before the end of a Renewal Term) you shall:
(a) pay our then current Charges for any Equipment provided to you free of charge (or, where applicable, an amount equivalent to any subsidy provided by us to you for your purchase of any Equipment); and
(b) pay the relevant Cancellation Fee: and
(c) pay back any promotional credits or subsidies applied to your account.
24.2 You shall be entitled to terminate any Service any time after the end of its relevant Initial Fixed Term (or after the end of a new Renewal Term) by giving us at least 30 days' written notice.
24.3 In the event that you terminate the Agreement, any Service Schedule will automatically terminate.
24.4 You shall be entitled to terminate the Agreement immediately without being liable to pay the amounts specified in above if:
(a) we breach a material term of this Agreement which, after your written notice to us, we have not rectified within 30 days;
(b) we are no longer able to provide a Service covered under the Agreement: you will only be entitled to terminate the Agreement only as it relates to the affected Service (and the Agreement will remain in place for the rest of the Services).
(c) you give us notice to end the Agreement in accordance with 30.1 below;
(d) we are not able to provide you with the Services because we cease to do business, unless a suitable supplier takes over the provision of the Services and agrees to keep providing the Services in similar terms as the terms of this Agreement; or
(e) we are in breach of a material term of the Agreement and we have: (i) bankruptcy or insolvency proceedings brought against us; or (ii) make an arrangement with our creditors (other than where solely for solvent amalgamation or solvent reconstruction); or (iii) a receiver, administrative receiver or administrator is appointed over any of our assets; or (iv) we go into liquidation; or (v) a notice is given, a petition is issued, a resolution is passed or any other step is taken to commence any of the foregoing procedures; or (vi) there is a corresponding event under Scottish law. For the avoidance of doubt, you shall not be entitled to terminate the Agreement under this Clause 24.4(e), if we provide the Services to you in accordance with the Agreement.
24.5 You shall not be entitled to terminate the Agreement in accordance with Clause 24.4(c) above, if:
(a) a variation in the Agreement is imposed by law or by a governmental or regulatory authority;
(b) we increase our Charges in line with VAT (or any other directly and specifically applicable taxation or regulatory levy, payment of which is compulsory).
(c) we increase our Charges, or pass on to you price increases from our third party suppliers in a way permitted under any applicable legislation, regulation or guidance; or
(d) we undertake any changes in the Agreement in accordance with Clause below.
24.6 We shall be entitled to terminate this Agreement (or any of the Service Schedules) at any time for convenience by giving you at least 30 days' written notice.
24.7 We shall be entitled to terminate the Agreement immediately (and Clause above shall apply) if:
(a) you do anything (or allow a third party to do anything) which we reasonably believe it could damage or affect the operation of our network (or our suppliers' or other third party networks);
(b) you have: (i) bankruptcy or insolvency proceedings brought against you; or (ii) make an arrangement with your creditors (other than where solely for solvent amalgamation or solvent reconstruction); or (iii) a receiver, administrative receiver or administrator is appointed over any of your assets; or (iv) you go into liquidation; or (v) a notice is given, a petition is issued, a resolution is passed or any other step is taken to commence any of the foregoing procedures; or (vi) there is a corresponding event under Scottish law.
24.8 In the event that we or you terminate a Service, Clause below shall apply as it relates to the terminated Service Schedule and the rest of the Agreement will remain in force as it relates to the Services no affected by this termination.
24.9 We shall be entitled to terminate this Agreement immediately if you breach any of your obligations under Clause 5.1 to 5.6, Clause 9, Clause 11, Clause 12 and Clause 16 of the Agreement.
25.1 On termination of the Agreement:
(a) all the Services shall be terminated;
(b) any licence granted to you by us or by our licensors shall immediately cease, and you must immediately stop using the Services;
(c) you will immediately pay any outstanding invoices and interests. In respect of Services supplied for which no invoice has been submitted, we may submit an invoice, which shall be payable by you immediately on receipt. Where a Service is terminated by us, as a result of your breach of this Agreement, or by you for convenience, Charges (or any portion thereof) that are invoiced in advance will not be refunded. We will refund any money owed to you, and return to you the balance of any amounts held on deposit on behalf of you, after first deducting any amounts you owe to us under this Agreement or under any other agreement that we have with you;
(d) We may charge you a Cancellation Fee which can be found on our Website at www.bonline.com.
(e) we may require you to return the relevant Equipment at your own cost if the Agreement (or the relevant Service) is terminated pursuant to Clause . If you do not return the Equipment in good working condition (fair wear and tear excepted) or do not return the Equipment at all, then you may be charged for the Equipment at our then current Charges (or if these Charges are not specified, you shall pay to us an amount equal to the full market replacement value of the Equipment); and
(f) unless the Agreement or a relevant Service Schedule states otherwise, we may delete all your Content and customer data (including any emails stored on the relevant Services). You are responsible for arranging a back-up of such Content and data.
25.2 Save as expressly set out in this Agreement, termination of this Agreement shall be without prejudice to any other rights or remedies a Party may be entitled to under this Agreement or at law and shall not affect any statutory or accrued rights or liabilities of either Party. The termination of this Agreement for whatever cause shall not affect any provision of this Agreement which is expressed or by implication intended to survive or operate in the event of termination of this Agreement (including but not limited to Clauses (Payment Terms), (Liability) and (Warranties and Representations) of the Agreement.
26.1 We make every effort to ensure that our customers are happy with the level of service they receive from us. However, despite our best efforts, things can go wrong. We take customer complaints very seriously and aim to resolve them quickly and efficiently. If you have a complaint about any part of our Services, please contact our customer service team or refer to our complaints code of practice posted on our Website www.bonline.com. You can also request a copy from our customer service team.
27.1 Nothing in this Agreement shall exclude or restrict a Party's liability for matters which cannot by law be excluded or restricted. Nothing in this Agreement limits or excludes your liability to pay the Charges (or any amount owed by you under this Agreement) or each Party's liability for: (i) death or personal injury resulting from negligence of that Party; (ii) fraud or fraudulent misrepresentation; or (iii) breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession); or (iv) any other liability which cannot be limited or excluded by applicable law. However, nothing in this Clause gives a Party any right or remedy which it would not otherwise have.
27.2 Subject to Clause 27.1, we shall not be liable under, or in connection with, the Agreement for:
(a) loss of income;
(b) loss of business profits or contracts;
(c) business interruption;
(d) loss of the use of money or anticipated savings;
(e) loss of information;
(f) loss of opportunity, goodwill or reputation;
(g) loss of, damage to or corruption of data;
(h) any loss or damage that is not foreseeable by us;
(i) cost of procurement of substitute goods or services; or
(j) any indirect, special or consequential loss or damage of any kind howsoever arising and whether caused by tort (including negligence), breach of contract or otherwise or, whether any such losses could be reasonably foreseen by us or not or if even if we have been advised of the possibility of such damages.
Each of the Sub-clauses 27.2(a) to 27.2(j) shall be deemed to be independent of the others.
27.3 Subject to Clause 27.1, our entire liability to you in contract, tort (including negligence) or otherwise arising out of or in connection with this Agreement shall, for any one incident or series of related or unrelated incidents within a period of 12 months, be limited to the annual Charges paid by you to us in the 12 months immediately prior to the relevant incident(s) (or if the Agreement was in force for less than 12 months when the liability arose, the Charges paid by you from the Commencement Date to such date).
27.4 We shall have no liability to you in respect of any fraud perpetrated by you or any third party.
27.5 You acknowledge and accept that our directors, employees, members of staff, agents, sub-contractors, licensors, and suppliers shall have the benefit of the limits and exclusions of liability set out in this Clause including without limitation in terms of the Contracts (Rights of Third Parties) Act 1999.
28.1 Other than as expressly set out in this Agreement and to the greatest extent permitted by law, we make no representations or warranties with respect to the Services, or the performance of our obligations hereunder, and expressly exclude such representations and warranties, whether implied, statutory or otherwise to the maximum extent permitted by law.
28.2 In particular, but without prejudice to the generality of this Clause , you acknowledge and accept that:
(a) we do not warrant that the Services will be available to you error-free, at any particular time or continuously; and
(b) the quality and coverage of the Services depends on both the telecommunications network to which you are connected and also on other telecommunications networks to which the person you are calling is connected. The services might be adversely affected by circumstances beyond our control. We are not responsible for any loss of or disruption to the Services due to failure of a carrier network, broadband provider or internet service provider, to the maximum extent permitted by law.
28.3 While certain precautions have been taken to detect computer viruses and ensure security, we do not warrant that our Services are virus-free and secure. To the maximum extent permitted by law, we shall not be liable for any loss or damage which occurs as a result of any virus or breach of security.
28.4 We do not warrant that our Services will be compatible with your computer systems, software and/or hardware.
28.5 You warrant to us that:
(a) you have the authority to enter into this Agreement; and
(b) you will comply with any legal and regulatory requirements applicable to the Services provided under this Agreement.
(c)you will comply with all consumer and other applicable legislation, regulations, instructions or guidelines issued by regulatory authorities and relevant licences.
29.1 We may monitor and record calls relating to the provision of our Services (including but not limited to our customer support services) and telesales. We do this for providing the Services to you, for training purposes and to improve the quality of our services.
29.2 We may contact you before, during and after the term of this Agreement in order to administer, evaluate, develop and maintain our Services.
29.4 By registering for the Services you consent to us using and/or disclosing your personal information for the following purposes:
(a) processing your application (which may involve credit checking by a licensed credit reference agency who may record that a credit check has been made and disclosing certain personal and account details to a bank for the purposes of setting up a direct debit account);
(b) providing or arranging for third parties to provide any part of the Services including, without limitation, customer care/help desk facilities and billing you for the Services (which may involve disclosing your information to third parties solely for those purposes);
(c) to inform you about other bOnline products or services, or products and services from our group of companies unless you opted out to this during the application process or you notify our customer services in writing, signifying that you do not wish to receive this information from us;
(d) to disclose all or part of your personal data to a regulator (e.g. Ofcom or, the Information Commissioner Office), a court, or to a public body to comply with any regulatory, government or legal requirement (including but not limited for prevention and detection of crime and terrorism); and
(e) to communicate information that describes the habits or usage patterns and/or demographics of the whole or a part of our customer base (including you) but which is anonymous and does not describe or reveal the identity of any particular customer to any third party.
29.5 We shall be entitled to make your name, address and telephone number available to the emergency services.
30.1 We may vary the terms of this Agreement and the Charges from time to time. In the event that we make changes to this Agreement that are likely to cause a material detriment to you, you will be entitled to terminate this Agreement within 30 days of us notifying you of such changes. In order to ensure continuity, time will be of the essence for your notice to be received by us and if we have not received your notice within that time, you will be bound by the terms of this Agreement as varied.
30.2 Subject to Clause above, we shall be entitled to notify you of any updates and/or variations of the terms of this Agreement and our Charges, by email, by post, through a notice in our invoices, through your bOnline account or by posting our updated Agreement or Price Guide on our Website at www.bonline.com.
30.3 Unless we give you our prior consent in writing, you shall not be entitled to make any variations to this Agreement.
31.1 Neither Party will be liable to the other for any failure to deliver the Services or for any breach by it of this Agreement, where such failure or breach is due to a reason outside the reasonable control of such Party, including, but not limited to any act of God, reduction or failure of power supply, reductions or failures of other telecommunication operators, internet providers or communication suppliers, physical obstructions, atmospheric conditions and other causes of radio interference, acts or omissions of national or local government authority, war, act of terrorism, military operation, riot or delay, employee dispute, or supply of equipment by third parties.
31.2 If such failure to deliver continues for more than 3 months after the commencement of such failure, then either Party may terminate this Agreement on notice in writing to the other Party.
32.1 This guarantee is offered by all banks and building societies that take part in the direct debit scheme.
32.2 The efficiency and security of the Scheme is monitored and protected by your own bank or building society.
32.3 If the amounts to be paid or the payment dates change we will notify you 10 Working Days in advance of your account being debited or as otherwise agreed.
32.4 If an error is made by us or your bank or building society, you are guaranteed a full and immediate refund from your branch of the amount paid.
32.5 If you receive a refund you are not entitled to, you must pay it back immediately when we ask you to.
32.6 You can cancel a direct debit at any time by writing to your bank or building Society. Please also send a copy of your letter to us.
33.1 This Agreement represents the entire agreement between the Parties in relation to its subject matter and supersedes all agreements and representations made by either Party, whether oral or written.
33.2 The Parties acknowledge and agree that:
(a) the Parties have not been induced to enter into this Agreement by any representation, warranty or other assurance not expressly incorporated into it; and
(b) in connection with this Agreement the Parties' only rights and remedies in relation to any representation, warranty or other assurance are for breach of this Agreement and that all other rights and remedies are excluded, except in the case of fraud.
33.3 The Parties do not intend that this Agreement be enforceable by any person not a Party to this Agreement including under the General Terms (Rights of Third Parties) Act 1999 with the only exception of Clause and Clause above which will also be enforceable by our directors, employees, members of staff, agents, sub-contractors, licensors, and suppliers. The rights of the Parties to terminate, rescind or agree any variation, waiver or settlement under this Agreement are not subject to the consent of any other person.
33.4 This Agreement is personal to you and you shall not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any of your rights and obligations under this Agreement.
33.5 We may at any time assign, transfer, novate, mortgage, charge or deal in any other manner with any or all of our rights and obligations under this Agreement, including but not limited partial assignment. We may sub-contract any of our obligations under this Agreement.
33.6 If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable to give effect to the commercial intention of the Parties. Notwithstanding the foregoing, if any part, term or provision of this Agreement is held to be illegal or unenforceable the validity or enforceability of the remainder of this Agreement will not be affected.
33.7 No failure or delay by a Party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
33.8 This Agreement and any disputes or claims arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) are governed by and construed in accordance with the laws of England.
33.9 The Parties irrevocably agree that the courts of England have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).
33.10 Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between the Parties, constitute any Party 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.
33.11 Each Party affirms and represents that it is acting on its own behalf and not for the benefit of any other person.
33.12 Any notices sent by you to us must be sent by email to service@bOnline.com, or by post (or fax) or recorded delivery to our address above, must quote your account number and shall not be effective until received by us. Notices sent by us to you may be sent: (i) by hand, post or by recorded delivery to your billing address specified on your Order or to your registered office; or (ii) by fax to your fax number specified on your Order or as otherwise notified by you in writing; or (iii) by email to your email address specified on your Order or as otherwise notified to us in writing; or (iv) by posting information on our Website. Notices given by hand shall be deemed given the same day. Notices given by post shall be deemed to have been received 48 hours from the date of posting. Notices given by recorded delivery shall be deemed given on the date and at the time of signature of the delivery receipt. Notices by fax shall be deemed given when transmitted, provided that the sender shall have received a transmission report confirming correct transmission. Any communication by email shall be deemed to have been made on the Working Day on which the notice is first stored in the recipient's electronic mailbox. To be effective, written notice of any material breach, must prominently state that the correspondence is a formal notice of breach, and must be sent via pre-paid recorded delivery or registered post.
This Service Schedule for Phone Services is made by and between bOnline and you and is part of your Agreement with us.
In the event of any conflict or ambiguity between this Service Schedule and the Business General Terms, this Service Schedule will take precedence.
Capitalised terms not defined herein shall have the meaning ascribed to them in Schedule 3 (Definitions & Interpretation).
"Phone Services" has the meaning specified in paragraph 2 of this Service Schedule; and
"Service Start Date" means the date you are able to start making and receiving calls or otherwise using our Phone Services.
2.1 The Services covered by this Service Schedule comprise:
(a) the installation or takeover and rental of a fixed telephone line;
(b) the facility to make or receive telephone calls;
(c) any one of a range of call price plans that enable you to make discounted telephone calls;
(d) any other facilities such as caller ID display that we agree to give you;
(e) one phone number for each fixed telephone line that you rent from us, which will be published (with your business details) in BTTM directories free of charge and will be available on directory enquiries services, unless you tell us not to;
(f) access to the emergency services and provision of caller location information from your telephone line; and
(g) any other fixed line phone related services that we agree to provide to you under this Service Schedule (which expressly excludes our Broadband Services our Mobile Services and our VoIP Services).
(collectively referred to as the "Phone Services").
3.1 The Service starts on the Service Start Date.
3.2 For new line installations, we will agree a date with you for installation. If you cancel any appointment for the installation of your service after 12.00 noon on the day before we agree to install your telephone line, you will be liable to pay a missed appointment charge at our then current Charges which are available on our Website at www.bonline.com.
3.3 Time is not of the essence for the Phone Services. We will try to provide the Phone Services by any date agreed with you, but any suggested date is an estimate.
3.4 For line transfers, we will normally transfer the line from your current provider within ten Working Days. The time taken to port numbers from other networks varies and sometimes it may not be possible or reasonably practicable. If this happens we will provide you with a new number(s).
4.1 The Phone Service will have the Minimum Term agreed with you, and specified in your Confirmation Letter (usually 12 or 24 months).
4.2 If you terminate this Service Schedule before the end of the Minimum Term, or a Renewal Term, (or we terminate it due to your breach of the Agreement), we will Charge you a Cancellation Fee. Our current Cancellation Fees are available on our Website at www.bonline.com.
5.1 bOnline charges you for using the Phone Services covered by this Agreement. The Charges applicable to the Phone Services are described in this paragraph 5 of this Service Schedule and in Clause 12 of our Business General Terms. You agree to pay and are responsible for paying the Charges for the Phone Services or for any Equipment you purchase.
5.2 Charges for the Phone Services will be incorporated into your monthly bOnline invoice.
5.3 Unlimited local & national inclusive call price plans are available to businesses only customers.
5.4 The inclusive minute allowances specified in your call price plans will be deducted in one minute increments (with any part minutes rounded up to the nearest minute).
5.5 Call Charges for calls outside of your inclusive minute allowances will then be rounded up to the nearest whole penny and will be charged to you at our then current rates specified in our Price Guide. In addition, a per call connection Charge will apply.
5.6 All unlimited plans connected to our Phone Services are subject to our fair usage policy available on our Website at www.bonline.com ("Fair Usage Policy").
5.7 In the event that you exceed the limits included in our Fair Usage Policy:
(a) we will charge you our then current call Charges for the exceeding minutes in accordance with paragraph 5.6 of this Service Schedule; and
(b) we reserve the right to switch you to a more appropriate tariff or call price plan at any time, to suspend the Phone Services or to terminate this Agreement with immediate effect.
This Service Schedule for Broadband Services is made by and between bOnline and you and is part of your Agreement with us.
In the event of any conflict or ambiguity between this Service Schedule and the Business General Terms, this Service Schedule will take precedence.
Capitalised terms not defined herein shall have the meaning ascribed to them in Schedule 3 (definitions & interpretation).
"Broadband Services" has the meaning specified in paragraph 2 of this Service Schedule;
"Service Start Date" means the date you are able to start using your internet connection.
2.1 The Broadband Service consist of the provision of high speed access to the internet in the United Kingdom together with a range of other internet services, such as computer security or backup services and email as described in our Confirmation Letter (the "Broadband Services").
3.1 The Service starts on the Service Start Date.
3.2 For new line installations, we will agree a date with you for installation. If you cancel any appointment for the installation of your service after 12.00 pm on the day before we agree to install your line, you will be liable to pay a missed appointment Charge at our then current Charges which are available on our Website at www.bonline.com.
3.3 Time is not of the essence for the Broadband Services. We will try to provide the Broadband Services by any date agreed with you, but any suggested date is an estimate.
4.1 The Broadband Service will have the Minimum Term agreed with you, and specified in your Confirmation Letter (usually 12 or 24 months).
4.2 If you terminate this Service Schedule before the end of the Minimum Term, or a Renewal Term, (or we terminate it due to your breach of the Agreement), we will Charge you a Cancellation Fee. Our current Cancellation Fees are available on our Website at www.bonline.com.
5.1 We will provide the Broadband Services to you, which will include (if purchased) securityservices or backup services, with reasonable skill and care and in accordance with the provisions of this Agreement. We can only provide services in areas of the United Kingdom in which we, or our suppliers, are technically able to offer Broadband services from time to time.
5.2 In order to use the Broadband Services, you need an existing analogue telephone line on the BT OpenreachTM (or other applicable network provider’s) network, unless we tell you otherwise in writing. You must also ensure that compatible cables and extension leads are used to and from your telephone socket, router or modem, and PC in order to use the Broadband Service. You acknowledge that we are dependent upon certain third parties to install and provide the Broadband Services to you. You also acknowledge and affirm that there may be technical limits that prevent us from delivering an operational service to you. We will endeavour to provide the Broadband Services to you at the access rate you choose but, due to: (i) congestion within the network; (ii) the ability of your BTTM (or other applicable network provider’s) line to carry data services; or (iii) the distance from the exchange, the speed of service may be reduced at times.
5.3 It is your duty to cancel any other broadband service supplied by another company through the telephone landline that you wish to use to receive our Broadband Service and your telephone landline at your location must be clear of your former supplier’s broadband service. Alternatively, you must provide us with a valid migration code to transfer the broadband service from your current supplier, unless we tell you otherwise in writing.
5.4 If you have purchased a computer security service from us, you must uninstall any other computer security services from your computer.
5.5 We do not undertake to provide a fault free service.
5.6 Routers purchased directly from bOnline will receive technical support within their warranty period. Technical support for modems or routers acquired from any other source is therefore the responsibility of the manufacturer.
5.7 If you currently receive a broadband service from an alternative supplier you are responsible for any contractual agreement you have with them and any liabilities you may incur for terminating your current agreement.
5.8 In using our Broadband Service, you agree to comply with our Acceptable Use Policy which is available on our Website at www.bonline.com.
6.1 bOnline charges you for using the Broadband Services covered by this Agreement. The Charges applicable to the Broadband Services will be the: (i) Charges that we confirm to you in our Confirmation Letter; (ii) the Charges that we describe in this paragraph 6; and (iii) the Charges that we describe in Clause 12 of the Business General Terms as applicable.
6.2 You agree to pay and are responsible for paying the Charges for the Broadband Services or for any Equipment you purchase from bOnline.
6.3 In the event that we have agreed to provide you with a bundle for Phone and Broadband Services and you transfer to other supplier, or terminate, all telephone lines covered by the bundle, we will automatically apply to you our then current Charges for any remaining services.
6.4 bOnline will apply a monthly Charge, specified in our Price Guide which is available on our Website at www.bonline.com, if your telephone line is incompatible with our Next Generation Network or if the telephone exchange that serves your telephone line has not been upgraded to support our Next Generation Network).
7.1 Repairs to the Broadband services are regulated by Clause 17 of the Business General Terms.
"Acceptable Use Policy" means our internet related services and broadband acceptable use policy available at www.bonline.com;
"Agreement" has de meaning specified in clause 1.2 of the Business General Terms;
"Business Terms and Conditions" means our business terms and conditions available at Business Terms and Conditions;
"bOnline", "we", "us", or "our" means bOnline Limited, a limited company incorporated in England and Wales registered under Number 07710947 whose registered office is at Unit 1, Rudolf Place, Miles Street, London, SW8 1RP;
"Broadband Services" has the meaning specified in Paragraph 2.1 of the Broadband Schedule;
"Cancellation Fee" means the fees specified on our Website at www.bonline.com;
"Charges" or "Fees" means our rates for providing you with the Services under this Agreement as specified in the Price Guide or as notified or made available to you by any other means;
"Confirmation Letter" means our letter confirming your Order, which will be normally posted or emailed to you within 3 days of you agreeing to receive the relevant Services;
"Content" shall have the meaning specified in Clause 11 of the Business General Terms;
"Commencement Date" means the date specified in the first Confirmation Letter we send to you;
"Customer Equipment" means any equipment, including any software, for use with the Services that is not Equipment provided by us and which is owned or controlled by you;
"Equipment" means any equipment we provide to you in connection with the Services;
"Existing Provider" means any provider to you of services the provision of which is to be taken over by us;
"Fair Use Policy" means our fair use policy available at Fair Usage Policy;
"Initial Fixed Term" means the Initial Fixed term during which we will provide you the Services as agreed with you (usually confirmed to you in our Confirmation Letter);
"Line Assurance" means a service offered by us that covers fault repairs in fixed line(s) located inside your Premises and connected to the Phone Services, in exchange for a monthly fee;
"Order" means your order for our Services, normally via our telephone application process (or via any other means we make available to you as applicable);
"Party" or "Parties" means bOnline and you, our customer;
"Phone Services" has the meaning specified in Paragraph 2 of the Phone Services;
"Premises" means your premises in which we provide the Services to you;
"Price Guide" means our schedule of rates available on our Website at www.bonline.com (or as made available or notified to you by any other means);
"Renewal Term" means a further commitment term that you agree to enter into regarding one or more of the Services;
"Services" means fixed line and broadband services or any other services specified in a Service Schedule;
"Service Schedule" means a schedule to the Business General Terms as applicable;
"Service Start Date" means the dates specified in each Service Schedule;
"Software" has the meaning specified in Clause 8 of the Business General Terms;
"Support Level" means our fault repair response times for Phone specified in Clause 18 of the Business General Terms and our schedule of support levels available on our Website at www.bonline.com (or as made available or notified to you by any other means);
"Specific Offers" means any specific tariffs, bundles or promotional offers for the Services, that we make available to you;
"Term" means the term during which we will provide you the Services, including the Initial Fixed Term and any Renewal Term agreed with you;
"Transfer Period" means in connection with transfers of Phone and/or Broadband Services from a losing provider to us, 10 Working Days from the moment we accept a customer Order to customer activation.
"VoIP" means any IP based services we agree to provide to you under this Agreement;
"Website" means www.bonline.com or any other website we notify to you;
"Working Days" means 8.30 a.m. to 5.30 p.m. Monday to Friday with the exception of Bank Holidays; and "you" and "your" or "customer" means you, our customer.
1.1 In this Agreement (except where the context otherwise requires):
(a) the Clause headings are included for convenience only and shall not affect the interpretation of this Agreement;
(b) use of the singular includes the plural and vice versa;
(c) use of any gender includes the other genders;
(d) any reference to "persons" includes natural persons, firms, partnerships, companies, corporations, associations, organisations, governments, states, foundations and trusts (in each case whether or not having separate legal personality);
(e) any reference to an enactment, statute, statutory provision or subordinate legislation ("legislation") shall (except where the context otherwise requires) be construed as referring to such legislation as amended and in force from time to time and to any legislation which re-enacts or consolidates (with or without modification) any such legislation;
1.2 Where in the Agreement you agree not to do any act or thing you also agree not to allow (including without limitation, taking all reasonable preventative measures) any other person to do that act or thing.