Standard Terms & Conditions
Annex A
TERMS AND CONDITIONS FOR HYPEROPTIC’S BUSINESS LEASED LINE SERVICE, AND ANY OTHER ADDITIONAL OR ANCILLARY SERVICES PROVIDED
IN CONNECTION WITH THEM
1.
DEFINITIONS
1.1.
1.2.
In these Terms, the following words and expressions shall have the meanings given to them below:
“Additional Services” means any supplementary Services and features from time to time provided by Hyperoptic in connection with
the Business Leased Line Service.
“Agreement” means the Agreement described in Clause 2.
“Applicable Law” means any applicable law, statute, bye-law, regulation, order, regulatory policy, guidance, standard or industry code,
rule of court or directives or requirements of any government or regulatory body, delegated or subordinate legislation or notice of any
government or regulatory body and the common law and the law of equity as from time to time applicable to the parties.
“Business Leased Line Service” means the internet service comprising access to “always on” internet services, including the
features and functionality in relation to the chosen product as defined on the Order Form
“Business Day” means any day other than a Saturday or a Sunday or a public holiday in England and Wales.
“Charges” means any or all charges payable to Hyperoptic in respect of the Services as set out on the Order form and Appendix 2
“Code of Practice” means Hyperoptic’s code of practice for domestic and small business customers, which is available on the
Website.
“Complaints Code of Practice” means Hyperoptic’s complaints code of practice which is available on the Website.
“Connection Charge” means the connection charge as set out in the Order form for the Service.
“Customer” means the business customer entering into the Agreement.
“Customer Owned Wiring” means the customers cabling at the Premises that distributes the Services from the Hyperoptic
Distribution Point to the end users in the Premises and is the responsibility of the Customer.
“Customer Support” means the Hyperoptic Business Support Team which can be contacted by email to support@hyperoptic.com or on
0333 332 1121 twenty four hours a day, seven days a week.
“Equipment” means any telecommunications or other equipment that are supplied to facilitate and enhance usage of the Services. This
does not include any equipment purchased from a supplier recommended by Hyperoptic or an alternative supplier. This is referred to as
'additional equipment'.
“Excess Construction Charges” means any charges relating to the installation of the fibre optic connection that are identified as part of
the survey that is conducted following acceptance of the Order and that are payable by the Customer.
“FAUP” means Hyperoptic’s Fair and Acceptable Usage Policy, as from time to time updated and available on the Website at
https://www.hyperoptic.com/web/guest/legals/-/article-url-mapper/fair_use_policy
“Force Majeure” means any event beyond Hyperoptic’s reasonable control including without limitation, lightning, flood, severe
weather, fire, explosion, terrorist activities, war, civil disorder, damage or vandalism to the Network or equipment, acts or omissions of
local or national governments or other competent authorities, or industrial disputes.
“Hyperoptic” means Hyperoptic Ltd, registered in England and Wales with company number 07222543 and having its registered office
at Unit C401, Westfield London, Ariel Way, London W12 7FD.
“Installation Date” means the binding date by which Hyperoptic will deliver the Business Leased Line Service.
“Hyperoptic Distribution Point” means the point of installation of the Equipment on the customer’s Premises and is the point of
demarcation between Hyperoptic and the Customer Owned Wiring
“Network” means the network utilised by Hyperoptic to provide the Services.
“Order” means a request for provision of the Services submitted in the form required or accepted by Hyperoptic.
“Order Cancellation Fee” means the Order cancellation fee as set out in the Order form
“Premises” means the address specified in the Order form where the Services are to be supplied.
“Privacy Policy” means Hyperoptic’s Privacy and Cookie Policy as from time to time amended, a copy of which is available on the
Website at https://www.hyperoptic.com/web/guest/legals/-/article-url-mapper/privacy_and_cookie.
“Qualifying Fault” no transmission of signals in one or both directions between the Hyperoptic Distribution Point and the
Network for a continuous period of more than six (6) clock hours.
“Re-activation Fee” means the re-activation fee as set out in Appendix 2 payable on demand.
“Rental Charge” means the Rental Charge which is set out in the Order form
“Replacement Items Fee” means the replacement items fee as set out in Appendix 2, payable on demand.
“Services” means the services from time to time ordered by the Customer as set out in an Order and subject to confirmation under
Clause 2.3.
“Service Credits” mean the deduction from the quarterly invoice for any breaches of SLA by Hyperoptic as set out in the Service
Level Agreement in Appendix 1.
“Service Level Agreement (SLA)”, means the performance targets and metrics that Hyperoptic will achieve in the course of
delivering the Services and set out in Appendix 1.
“Services Start Date” means the date on which the Customer receives or is deemed to have received the Equipment and
welcome email.
“Service Termination Fee” means the Service termination fee as set out in the Order, payable on demand.
“Term” means, in relation to each Service, the period from the relevant Service Start Date until termination of the Agreement in relation
to such Service as defined in the Order form.
“Terms” means these Standard Terms and Conditions for the Business Leased Line Service and/or Telephone Services and any
Additional Services.
“Website” means www.hyperoptic.com or any other website address notified by Hyperoptic to the Customer.
References herein to a “party” are to either Hyperoptic or the Customer and to “parties” are to both of them.
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1.3.
2.
ORDERS
2.1.
2.2.
2.3.
2.4.
2.5.
3.
4.3.
Subject to prior receipt of any Connection Charge, Hyperoptic shall provide the Equipment.
The Customer acknowledges and agrees that if any Equipment is damaged or removed, the Customer will liable to pay the then current
cost of installation and/or replacement.
The Customer shall not: (i) do anything or allow anything to be done at the Premises that may cause damage to or interfere with the
Equipment or prevent use or easy access to it; or (ii) without prejudice to the generality of the foregoing, interfere or tamper with, sell,
charge, mortgage or otherwise deal in or obstruct or remove or obscure notices attached to the Equipment nor allow any third party to do
any of the foregoing.
ACCESS TO PREMISES AND PERMITS
5.1.
5.2.
5.3.
5.4.
5.5.
6.
Hyperoptic shall provide each Service from the relevant Services Start Date for the Term on and subject to the terms of the
Agreement.
EQUIPMENT
4.1.
4.2.
5.
The Customer may request provision of the Services by filling in and submitting a written Business Leased Line Order form
(included as Appendix 1). Submission of an Order represents acceptance by the Customer of these Terms and subject to Clause 2.3(ii)
shall create an Agreement between the parties incorporating the following documents: (i) these Terms; (ii) the relevant Business
Leased Line Service Order form; (iii) the Hyperoptic Privacy and Cookie Policy (see Website) and (iv) the Hyperoptic Fair and Acceptable
Usage Policy (see Website).
In the event of any conflict between the documents referenced in Clause 2.1, they shall be accorded priority in the order listed in that
Clause save in the event of a conflict relating to pricing in which event the pricing in the relevant Order form shall take precedence.
Hyperoptic may accept Orders in its sole discretion. Orders shall be accepted only upon the dispatch by Hyperoptic of a
confirmation email. No verbal communications shall be deemed to constitute acceptance nor shall acceptance be inferred from conduct
(including without limitation installation under Clause 6.1). Upon delivery by Hyperoptic to the Customer of an email confirming
acceptance of an Order, such Order shall be binding on both parties. Once accepted by Hyperoptic: (i) Each Order for a Business Leased
Line Service shall create a separate Agreement between the parties governing provision of the Business Leased Line Service and any
Additional Services;
If having accepted an Order, Hyperoptic is unable to deliver the Services as agreed Hyperoptic shall be entitled to cancel the Order
and/or terminate the Agreement by notice to the Customer and shall repay to the Customer any amounts already paid by it in respect of
that Service.
The Customer warrants that it contracts as a business customer and not as a consumer and that all information provided by it during
the Order process and/or during the term of the Agreement is complete and accurate in all respects and is not misleading.
SERVICES
3.1.
4.
References herein to “Clauses” are to the clauses comprising these Terms. Headings used herein are for guidance only and shallnot
affect the interpretation of this Agreement.
The Customer warrants that it is the current occupier of the Premises and either the freeholder of the Premises or a tenant under a lease
with permission to install the Equipment at the Premises from the freeholder.
The Customer hereby: (i) grants to Hyperoptic a licence to perform such works as may be required to install apparatus (including but not
limited to Equipment and additional equipment) at the Premises, to retain and use such apparatus so-installed and to connect to,
maintain, alter, replace and/or remove the same; and (ii) agrees to grant access to the Premises for Hyperoptic, its employees, agents
and/or contractors to inspect the apparatus and perform the tasks set out in (i).
Hyperoptic shall cause as little disturbance at the Premises as reasonably practicable and shall repair, to the Customer’s
reasonable satisfaction, any damage occasioned by it.
The Customer shall follow any reasonable instructions given by Hyperoptic in relation to the apparatus and shall ensure that a
representative is present at the Premises whenever access is required.
The Customer shall obtain any consent or permission that might be required from a third party to cross their land or install
Equipment on their premises, including procuring signature of a wayleave agreement in such form as Hyperoptic may reasonably require.
Hyperoptic is not obliged to install or provide the Services unless all consents and permissions have been obtained. If the Customer fails
to procure any necessary consent or permission Hyperoptic may terminate the Agreement and in such event shall repay any Connection
Charges less any costs incurred by Hyperoptic prior to the date of termination.
INSTALLATION AND CONNECTION
6.1.
6.2.
6.3.
6.4.
6.5.
Connection to the Business Leased Line Service takes place via Customer Owned Cabling from the Hyperoptic Distribution Point.
Following installation, Hyperoptic shall assign to the Customer a static IP address which is free of charge. The IP address remains the
property of Hyperoptic and may be reassigned on disconnection of the Services or termination of the Agreement.
The speed and performance of the Business Leased Line Service will depend on a number of factors some of which are outside
Hyperoptic’s control. Hyperoptic does not warrant or represent that the connection will reach any given speeds or that maximum
transmission speeds can be obtained at any time and shall use its reasonable endeavours to deliver according to the Service Level
Agreement.
Hyperoptic will provide the Customer with regular and frequent updates relating to the delivery of the Services and will deliver
according to the SLA in Appendix 2.
Hyperoptic’s sole obligation hereunder is to make the Services available to the Customer. The Customer shall be responsible for
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6.6.
7.
PAYMENT TERMS AND CHARGES
7.1.
7.2.
7.3.
7.4.
7.5.
7.6.
7.7.
7.8.
7.9.
7.10.
8.
The Customer shall pay the Charges in accordance with this Clause 7. The Charges are as agreed in the terms of the relevant Order,
as from time to time amended in accordance with Clause 17.
All recurring Charges are payable from the relevant Services Start Date and shall be collected via direct debit, monthly in
advance.
The first invoice will include any applicable Connection Charge, a pro rata amount for the Rental Charge for the current month from
the Services Start Date, payment in advance of the Rental Charges for the next months of Services
All invoices will be issued and held on the Website in the Customer Support Centre and may be accessed using the Customer’s
username or registered email address and password. Hyperoptic will notify the Customer when a new invoice has been issued.
The Customer shall make payment of all Charges by direct debit only save that the Customer may use a Hyperoptic-approved debit
or credit card to pay for any applicable Installation Charges, or to make an interim payment of applicable Call Charges. The Customer
shall notify Hyperoptic immediately of any change in its bank details. Hyperoptic may charge £10 by way of compensation for any direct
debit payments which are returned for any reason.
The Customer shall pay all sums due in full on or prior to the due date, as provided in Clause 8.3. No deductions or withholdings are
permitted except as required by law.
Hyperoptic may charge interest on overdue amounts from the due date until payment in full (whether before or after judgment) at the
annual rate of four percent (4%) per annum above the base rate of Barclays Bank plc from time to time.
Calls to the Customer Support telephone line will be charged at local call rates.
If the Customer disputes the amount of any invoice, it shall notify Hyperoptic forthwith and shall pay any amounts not disputed.
Hyperoptic will not suspend or end the Services while it investigates any dispute notified to it as provided in this Clause 8.10.
All prices shown on the Order form are exclusive of VAT which may be charged as applicable and shall be payable as provided in this
Clause 7.
SERVICE INTERRUPTIONS
8.1.
8.2.
9.
ensuring it is able to access the Services including for ensuring that it uses a router or Ethernet cable capable of connecting to the
Services. Hyperoptic shall have no liability to the Customer in contract, tort (including negligence or breach of statutory duty) or
otherwise under or in connection with this Agreement for the Customer’s failure to access the Services.
If the Services are disconnected or suspended due to the Customer’s breach of the terms or otherwise due to the Customer’s act or
omission, the Customer shall be liable to pay a Re-activation Fee.
Hyperoptic may from time to time (i) alter, interrupt, suspend or make changes to the Services for operational or technical reasons;
and/or (iii) make changes to technical specifications, including limits for transferring information which are associated with the Services.
Where such action leads to a case where the SLA is breached, Hyperoptic will pay Service Credits according to the SLA.
Hyperoptic shall take all reasonable steps to minimise the effect of any interruptions or disruptions but the Customer
acknowledges and agrees that: (i) it is technically impossible for Hyperoptic to provide an uninterrupted or fault-free Service; (ii) no
warranty or representation is made in respect of the same; and (iii) all implied terms to such effect are excluded. Where such
interruptions or disruptions lead to a breach of SLA, Hyperoptic shall pay Service Credits to the Customer in accordance with the SLA.
TERM OF AGREEMENT, SUSPENSION, RESTRICTION AND TERMINATION
9.1.
9.2.
The Agreement starts on the date the Customer first orders Services as provided in Clause 2.
The Services shall be provided with effect from the relevant Services Start Date. Hyperoptic may terminate the Agreement in relation
to any Services without liability at any time prior to the Services Start Date: (i) if the Customer fails a credit check, if the bank, debit or
credit card details provided are not valid or incorrect or if the Customer fails to pay any Charges when due or if the Customer has
previously misused services provided by Hyperoptic; or (ii) if Hyperoptic is unable to provide the Services to the Premises for any reason
or (iii) for any other reason at its sole discretion. If Hyperoptic terminates the Agreement as provided in this Clause 9.2 other than as a
result of the Customer’s breach of this Agreement including for the reasons set out in (i) in the preceding sentence, any Charges paid by
the Customer in respect of the relevant Services shall be refunded.
9.3.
The Customer may cancel the Services at any time prior to the relevant Services Start Date, subject to payment of the Order
Cancellation Fee.
9.4.
The Customer may terminate the Agreement or any Service according to the cancellations terms set out in the Order form where
upon any Service Termination Fee in respect of that Service will become immediately due.
9.5.
Hyperoptic may terminate the Agreement between the parties in respect of some or all Services or, at its option, restrict or suspend
some or all of the Services immediately without notice if:
9.5.1. The Customer fails to pay, by the due date, any money owed (although Hyperoptic will provide notification to the Customer’s
current registered email address prior to taking this action) or cancels the direct debit for the Services without agreeing
another form of payment;
9.5.2. the Customer misuses any of the Services in contravention of the Fair and Acceptable Usage Policy;
9.5.3. Hyperoptic reasonably believes that Customer has provided false, inaccurate or misleading information in connection with the
Agreement;
9.5.4. Hyperoptic reasonably believes that Customer or any user of the Services has committed or is committing a fraud by using the
Services or the Equipment (or both);
9.5.5. any permission or authorisation under which Hyperoptic is entitled to connect, maintain, modify or replace the Equipment
or provide the Services is suspended or ends for any reason;
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9.5.6. Hyperoptic is required to comply with an order, instruction or request of Government, an emergency services
organisation or other competent administration or regulatory authority;
9.5.7. in Hyperoptic’s reasonable opinion it is necessary to do so for security, technical or operational reasons; or
9.5.8. on thirty (30) days’ written notice, for any other reason without cause.
If Hyperoptic terminates the Agreement in respect of some or all Services pursuant to Clause 9.5.7 or 9.5.8, any Charges paid by the
Customer in respect of the relevant Services in respect of a period following the date of termination (and excluding connection or other oneoff charges) shall be refunded.
9.6.
Either party may terminate the Agreement on thirty (30) days' written notice to the other if:
9.6.1. there has been a material breach of the Agreement by the other party which is not remedied within thirty (30) days of a written
notice requiring such remedy;
9.6.2. an event, outside Hyperoptic’s reasonable control, prevents continued provision of the Services for a single period of more than
thirty (30) days; or
9.6.3. the other party is unable to pay its debts (within the meaning of section 123 of the Insolvency Act 1986); or becomes insolvent or
bankrupt; or is subject to an order or a resolution for its liquidation, administration, winding-up or dissolution (otherwise than for
the purposes of a solvent amalgamation or reconstruction); or makes an application to a court of competent jurisdiction for
protection from its creditors generally; or has an administrative or other receiver, manager, trustee, liquidator, administrator or
similar officer appointed over all or any substantial part of its assets; or enters into or proposes any composition or arrangement
with its creditors generally; or if any legal action is taken or threatened against the other’s property; or is subject to any analogous
event or proceeding in any applicable jurisdiction.
9.7.
The restriction or suspension of Services under this Agreement shall not relieve the Customer of its obligation to pay the Charges. If
Hyperoptic terminates the Agreement in accordance with this Clause 9 or otherwise in accordance with the Agreement (other than
without cause) it may invoice the Customer for and the Customer shall pay an amount equivalent to the Early Termination Charge, if
applicable.
9.8.
Termination of the Agreement shall not affect: (i) any obligations or rights of the parties which arose or accrued prior to, or which
expressly survive, termination of this Agreement; or (ii) the continuation in force of Clauses 4.2, 4.4, 5.2- 5.4,7, 8.2, this Clause 9.8,
10.2, 11, 13.4-13.7 and 16. If Customer terminates the Agreement pursuant to Clause 9.6.1 and 9.6.3, any Charges paid by the
Customer in respect of the relevant Services for the post-termination period (excluding any connection or other one-off charges) shall be
refunded.
9.9.
Unless Hyperoptic provides written consent to the contrary, the Customer acknowledges and agrees that: (i) the Service is provided for use
at and within the Premises only; (ii) the Customer shall not resell the Service to other persons whether for profit or otherwise and shall not
charge other persons for use of the Service; and (iii) the Customer shall not use the Service to operate as an Internet service provider or to
operate any server services to other persons (this includes without limitation HTTP/web, SMTP/mail and FTP/file transfer services).
10. USE OF THE SERVICES
10.1.
10.2.
10.3.
The Customer shall ensure that all use of the Services is at all times compliant with the FAUP. The Customer hereby indemnifies
Hyperoptic in respect of (i) all third party claims, actions or proceedings brought or threatened against Hyperoptic arising in connection
with the use or misuse of the Services or any breach by the Customer of the terms of this Agreement (“Claims”); and (ii) all costs
(including legal costs), losses and damages arising in connection with such Claims.
The Customer shall keep all security information safe and promptly inform Hyperoptic of any improper disclosure of such security
information or unauthorised use of the Services. Hyperoptic shall have no liability to the Customer in contract, tort (including
negligence or breach of statutory duty) or otherwise for any costs, losses or damages caused by a third party gaining access to the
Services, the Equipment or any equipment, software or data provided by the Customer.
The Customer shall ensure that any equipment and software used by it in connection with the Services and/or connected to the
Network complies with all Applicable Laws and bears the European Consumer Equipment Standards 'CE' mark, is compatible with the
Equipment and that the Customer has all necessary licenses required in connection with such use and connection.
11. LIABILITY
11.1.
11.2.
11.3.
Hyperoptic’s duty in performing its obligations hereunder is to exercise the reasonable care and skill of a competent service provider
only.
Subject to Clause 11.5, Hyperoptic shall not be liable in contract, tort (including negligence and breach of statutory duty) or
otherwise under or in connection with this Agreement for any indirect or consequential loss or damage or for any of the
following whether direct or indirect and whether reasonably foreseeable: (i) loss of income or revenue; (ii) loss of business or
opportunity; (iii) loss of profits or contracts; (iv) loss of anticipated savings; (v) loss or corruption of data, information or software; (vi) loss
of goodwill; (vii) the cost of procuring substitute goods or services; or (viii) wasted management or office time.
Subject to Clause 11.5, Hyperoptic shall not be liable in contract, tort (including negligence and breach of statutory duty) or
otherwise under or in connection with this Agreement for any loss or damage incurred by the Customer or any user of the Services
or the Website in connection with the use, inability to use, or results of the use of the Services, the Equipment or additional equipment
or Website, any websites linked to it and any materials posted on it, irrespective of whether such loss and damage was foreseeable save
that this Clause 13.3 shall not preclude claims for (i) loss of or damage to tangible property arising from Hyperoptic’s negligence; or (ii)
any losses or damages arising out of Hyperoptic’s fraud.
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11.4.
11.5.
11.6.
Subject to Clause 11.5 and save as expressly set out herein, Hyperoptic’s aggregate liability to the Customer in contract, tort
(including negligence and breach of statutory duty) or otherwise under or in connection with this Agreement for any claims arising
in any calendar year shall not exceed 125% of the Charges due in that calendar year.
Nothing in the Agreement shall limit or exclude Hyperoptic’s liability for (i) death or personal injury arising from its (or its
employees’, contractors’ or agents’) negligence, ( i i ) f ra u d , fraudulent misrepresentation or misrepresentation as to a fundamental
matter; or (iii) any other liability which cannot be excluded or limited under Applicable Law.
The Customer shall at all times be under a duty to mitigate any losses suffered by it.
12. FORCE MAJEURE
12.1.
Hyperoptic shall not be liable for any delay in or failure to perform its obligations hereunder which is attributable to Force Majeure.
13. OTHER GENERAL PROVISIONS
13.1.
13.2.
13.3.
13.4.
13.5.
13.6.
13.7.
Failure by either party to exercise or enforce any right conferred by the Agreement or at law or in equity shall not be deemed to be a
waiver of any such right nor operate so as to bar the exercise or enforcement thereof or of any other right or remedy on any later occasion.
Except as expressly provided, remedies shall be deemed cumulative and not exclusive.
The Customer shall not assign or delegate all or any of its rights and obligations under the Agreement without Hyperoptic’s prior written
consent.
The Customer acknowledges and agrees that Hyperoptic may make enquiries about the Customer for credit reference purposes,
including searching records held by Experian/Equifax and/or any other credit reference agency or fraud protection scheme. Hyperoptic
shall hold data relating to the Customer in accordance with its Privacy and Cookie Policy (see Website).
The Customer shall keep confidential all non-public information disclosed to it concerning Hyperoptic and its business.
Hyperoptic shall use and retain information provided by the Customer in accordance with its Privacy and Cookie Policy. Customer’s
obligations under this Clause 13.4 shall last for a period of one year from the date of disclosure.
If a court, arbitrator or any government agency stipulates that any part of the Agreement is unenforceable, the remaining provisions
of the Agreement will still be valid and enforceable.
No third party is entitled to enforce any term under the Agreement under the Contracts (Rights of Third Parties) Act 1999.
The Agreement sets out the entire agreement between the parties relating to the provision of the Services and supersedes any and all
previous agreements and understandings with respect to such provision. The Customer acknowledges that it does not enter into this
Agreement in reliance on any representation not contained in this Agreement. All conditions, warranties and other terms which might
otherwise be implied by law or equity are hereby excluded.
14. NOTICES
14.1.
14.2.
The Customer may contact Hyperoptic by creating a ticket in the online Customer Support Centre, by sending an email to
support@hyperoptic.com, or by calling the sales and Customer Support lines. Any notices or other communications required under
the Agreement should additionally be sent to us by post to the address shown on the ‘contact us’ page of the Website.
Hyperoptic may contact and serve notices on the Customer by email at the email address provided during the Order process, as from
time to time updated through the Website. It may also use the billing address as it deems appropriate.
15. COMPLAINTS
15.1.
15.2.
15.3.
To report any illegal or unacceptable use of Hyperoptic’s services, the Customer should email faup@hyperoptic.com, provide full contact
details and as much evidence as possible (such as a copy of the message and/or headers, the full URLs or log files showing any
unauthorised account access).
Hyperoptic has a procedure for handling complaints regarding breaches of the Agreement. Complaints or requests for further
information should be made by email to support@hyperoptic.com or by contacting Customer Support Services on 0333 332 1120.
In order for Hyperoptic to investigate a complaint, all information must also be confirmed in writing.
If the Customer is an individual or small business (fewer than 10 employees), it may also refer any dispute to the alternative Dispute
Resolution scheme, CISAS. Further details of Hyperoptic’s complaints procedures and the CISAS scheme are set out in Hyperoptic’s
Complaints Code of Practice (www.hyperoptic.com).
16. JURISDICTION AND APPLICABLE LAW
16.1.
The Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including noncontractual disputes or claims) shall be governed by and construed in accordance with the laws of England and Wales. Subject to Clause
15.3 above, the English courts shall have exclusive jurisdiction over any claim arising from, or related to, the Agreement.
17. CHANGES TO THE CHARGES, THESE TERMS AND/OR THE SERVICES
17.1.
17.2.
17.3.
Hyperoptic may at any time and from time to time amend the Agreement (including without limitation varying the Charges and making
changes to the Services) by publishing such changes in writing and sent to the email account provided on the Order form. Subject to
Clause 17.2, such changes shall become binding on both parties upon such publication.
Hyperoptic shall give not less than thirty (30) days’ notice of any increase in the Charges or any other change which might
reasonably be regarded as being to the Customer’s material disadvantage. In such event, the Customer may terminate the Agreement in
respect of the Service(s) affected without liability for payment of the Early Termination Charge by notice to Hyperoptic, such notice to be
served within ten (10) days of the original notification.
In the event that Hyperoptic needs to make amendments to the Charges or to its terms to reflect matters outside its control for example
to meet legal, regulatory or financial requirements it will give as much notice of such changes as reasonably possible and the Customer
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shall not be entitled to the additional right of termination set out in Clause 17.2.
18. CONNECTED VOUCHER SCHEME
18.1.
18.2.
The Customer agrees that in entering this agreement the Customer confirms its eligibility to participate in the SuperConnected Cities
Connected Voucher Scheme (the “Scheme”), and that it satisfies the eligibility criteria for the Scheme as detailed on the Scheme’s
website www.connectionvouchers.co.uk which include but are not limited to the Customer :
i.
employs less than 249 people;
ii.
has a turnover of less than €50m (around £41m) and/or have a balance sheet of less than €43M (around £35.5M);
iii.
has received less than €200k (around £120K) in public grants in the last 3 years;
iv.
does not have a parent company or linked enterprise which does not meet the above eligibility criteria;
v.
will be ordering broadband service of at least twice the speed compared to the current business grade connection;
vi.
has not already applied under the Connected Voucher Scheme for this or any other address at which it operates its business
It is the Customer’s responsibility to ensure eligibility for the Scheme. In the event that any information is inaccurate or your business
does not satisfy the eligibility criteria at any time, the Customer will be responsible for the payment of any connection or other charges
incurred in connection with the provision of our services to you
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APPENDIX 1: SERVICE LEVEL AGREEMENT
1.
DELIVERY
1.1.
Hyperoptic will use reasonable endeavours to provide indicative Excess Construction Charges by 10 working days following
acceptance of the Order.
1.2.
Hyperoptic will confirm whether it is possible to fulfil the Order within 10 working days of confirming the Excess Construction
Charges. The Installation Date will be confirmed following survey and acceptance of any applicable ECC’s by the Customer.
1.3.
Subject to clause 1.4, Hyperoptic will install the Service by the Installation Date.
1.4.
Hyperoptic will be entitled to amend the Installation Date should any of the following apply and not have been reasonably
foreseen prior to confirming the Installation Date
1.4.1. One of the circumstances detailed in paragraph 7 of this Appendix 2 below occurs, or
1.4.2. There is a need for infrastructure build including, for example, situations where duct, manholes, fibre spine cable, copper cable or
backhaul and core network cable are required; or
1.4.3. There is a cable or exchange breakdown; or
1.4.4. There is a collapsed, blocked (e.g. cement), or damaged duct/manhole; or
1.4.5. Notice is required under the Traffic Management Act or Transport (Scotland) Act; or
1.4.6. There is a manhole or footway box that is contaminated with, or by, a substance which requires special treatment, e.g. petrol
1.4.7. Asbestos has been identified; or
1.4.8. Security clearance is required but not yet agreed; or
1.4.9. Main frame compression or extension is required.
2.
SERVICE GUARANTEES
2.1.
2.2.
3.
REPAIR
3.1.
4.
Subject to paragraph 7 of this Appendix 1
Hyperoptic will deliver the Service by midnight on the Installation Date. If Hyperoptic fails to do this, the Customer shall be
entitled to compensation set out in paragraph 4 of this Appendix 1.
Hyperoptic shall restore the Service within 6 hours of a fault being reported. If Hyperoptic fails to do this, the Customer shall be entitled
to the compensation set out in paragraph 4
COMPENSATION
4.1.
4.2.
Subject to any limitations set out in clause 7 and this Appendix 1
Late Provision
4.2.1. If Hyperoptic fails to meet the Installation Date then the Customer shall be entitled to 5% of the relevant Services’
connection fee for every working day beyond the Installation Date up to a maximum of 10 working days.
4.3.
Late Repair
4.3.1. A delayed repair will become eligible for compensation if the reported fault causes total loss of service (i.e no
transmission of signals in one or both directions between the product demarcation points) for more than 6 clock hours after it
has been reported to Hyperoptic.
4.3.2. Customer shall be entitled to compensation for each Qualifying Fault in accordance with the table below
5.
Amount (percentage of annual rental for the
Service to be credited to the Customer)
1
5%
2-3
10%
4
25%
5 or more
35%
LIMIT ON COMPENSATION
5.1.
6.
Number of Qualifying Faults in a year (12 months
cycle) in the Service.
The maximum compensation that Customer can receive for late provision is equal to 10 multiplied by 5% of the relevant services’
connection fee and the maximum compensation that the Customer can receive for late repair in any 12 month period is equal to 35%
multiplied by the relevant services annual rental.
HOW HYPEROPTIC WILL PAY COMPENSATION
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6.1.
6.2.
6.3.
7.
Any compensation that becomes due will normally be made by deduction from the Customers’ next invoice unless not
practicable.
The Customer is required to claim for any compensation that it believes is due and Hyperoptic shall respond to the customers claim
within 10 working days with a statement showing clearly the amount due, if any. The amount of compensation payable shall be
decided in accordance with the terms of this Appendix 1.
Subject to clause 6.2, any claim for compensation will should be received by Hyperoptic no later than 20 working days after the
Qualifying Fault has been resolved. For the avoidance of doubt any claim received after this period shall not be eligible for
compensation and the customer accepts the responsibility for ensuring that its claim has been received by Hyperoptic.
WHAT IS NOT COVERED
7.1.
7.2.
7.3.
7.4.
7.5.
The service levels, service guarantees and any compensation payments will not apply if
The failure by Hyperoptic is due to any delay or default attributable to the Customer or Customer’s Premises.
Through no fault of its own or because of circumstances beyond its reasonable control, Hyperoptic is unable to carry out any
necessary work at, or gain access to the Premises.
The failure is due to an inaccurate Order form being submitted by the Customer
If the fault is due to a failure in the public internet
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APPENDIX 2 SCHEDULE OF CHARGES
FEE
DESCRIPTION
CHARGE
Replacement Items Fee
Charge for new basement switch
equipment
£2500
Re-activation fee
One-off charge, paid on demand if your
account has been terminated or suspended
in
£20
Order Cancellation Fee
Before the Installation date is
confirmed
£500
After the Installation date is confirmed
An amount equivalent to the Service
Termination fee
Service Termination Fee
The amount listed in the cancellation
terms set out on the Order Form
The amount listed in the cancellation
terms set out on the Order Form
Early Termination Charge
The amount listed in the cancellation
terms set out on the Order Form
The amount listed in the cancellation
terms set out on the Order Form
Hyperoptic Ltd
Unit C401, Westfield London
Ariel Way
London
W12 7FD
United Kingdom
Tel: +44 (0)333 332 1121
Email: support@hyperoptic.com
For more company, product and contact info, please visit:
www.hyperoptic.com
Registered in England and Wales
Registered number 07222543
VAT registered number 164 6525 96
Hyperoptic Business Leased Line Terms & Condition V1.2.7
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Copyright © 2015 Hyperoptic Ltd
All rights reserved.
www.hyperoptic.com
0333 332 1121
Hyperoptic Business Leased Line Terms & Condition V1.2.7
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Hyperoptic Business Leased Line Terms & Condition V1.2.7
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