1. 1 DEFINITIONS

1.1.        “AUP” means Our Acceptable Use Policy (as may be amended by us from time to time).

1.2.        “Agreement” means these GTC, the applicable Service Schedule for the Service(s) ordered by the Customer (as indicated on the Customer Order) and the Customer Order (including any special conditions set out on such Customer Order).

1.3.        “Business Day” means any Monday to Friday excluding public, bank and statutory holidays in England and Scotland and “Business Hours” means 0830 to 1730 (1700 on Fridays) on a Business Day.

1.4.        “NWIE” refers to North West Industrial Estates Ltd.

1.5.        “Charges” means all rates and charges for a particular Service as set out in, or calculated pursuant to, this Agreement, together with any other monies owing by the Customer under this Agreement.

1.6.        “Customer Order” means the written request by the Customer for the Service submitted on our approved order form (or in such form as may be accepted by Us from time to time).

1.7.        “Customer Site” means the site, premises or other location owned or occupied by the Customer and/or its end-users as set out in the Customer Order to which the Service will be delivered by Us.

1.8.        “Delivery Lead Time” means the minimum period of time which will elapse between the date of this Agreement and the date by which the Service can be delivered, such period being specified in the Customer Order.

1.9.        “Equipment” means any equipment, device, software or other tangible material supplied by Us to the Customer as part of, and/or comprised within, the provision of a service.

1.10.     “Event of Insolvency” means in relation to a party: (a) a liquidator, provisional liquidator, receiver, administrative receiver, administrator or similar officer being appointed over any of the assets or business of that party; (b) that party entering into a scheme of arrangement or composition with or for the benefit of its creditors generally; (c) that party entering into any reorganisation, moratorium or other administration with or for the benefit of that party’s creditors generally or any class of its creditors; (d) that party adopting a resolution or proposing to adopt a resolution to wind itself up or being or being deemed to be unable to pay its debts as and when they fall due within the meaning of section 123 of the Insolvency Act 1986; or (e) any similar or  analogous event happening with respect to that party under the national, state or local laws of any other country.

1.11.     “Suppliers” means the party or parties that We have contracted with to provide the services specified in the Customer Order, and whose terms and conditions of such service or services is passed on to the Customer.

1.12.     “Initial Term” means the initial minimum term of the Agreement as specified in the Customer Order.

1.13.     “Requested Delivery Date” means the date specified in the Customer Order upon which the Customer would wish the Service delivered.

1.14.     “Service” means the service provided by Us pursuant to an Agreement.

1.15.     “Service Commencement Date” means either: (a) the earlier of the date on which We notify the Customer that the Service is ready for use by the Customer or the date on which the Customer first uses the Service; or (b) where applicable, such later date as may be notified in accordance with clause 4.1.

1.16.     “Service Schedule” means the schedule of additional terms and conditions for the provision of the specific Service ordered by the Customer as the same is referred to in the relevant Customer Order.

1.17.     “Cabling” means the physical connection (local access circuit) from a Customer office or building to the nearest installed network demarcation.

1.18.     “Demarcation” for services supplied by copper or fibre cable, shall be the designated switch port in the appropriate switch provided and identified for this purpose.

2. DURATION

2.1.        We shall provide the Service on the terms and conditions set out in, and for the duration of, this Agreement.

2.2.        The Initial Term shall commence on the Service Commencement Date.

2.3.        At the expiration of the Initial Term, the term of this Agreement shall automatically renew for successive monthly (calendar) periods unless and until terminated by either party giving at least one calendar months’ notice to the other, such notice to expire no earlier than the end of the Initial Term (such extensions together with the Initial Term being referred to as the “Service Term”) and at the following month’s end.

2.4.        In consideration for the provision of the Service, the Customer agrees to pay the Charges in accordance with clause 4.

3. FURTHER ORDERS

3.1.        If the Customer requires a further service, it shall submit an order form requesting delivery of such service and We will notify the Customer whether We accept such order.

4. HANDOVER, BILLING AND PAYMENT

4.1.        If the Service does not meet the technical specifications contained in the applicable Service Schedule or is otherwise in material noncompliance with this Agreement, then the Customer shall notify Us of such failure within 3 Business Days of the Service Commencement Date. If the Customer fails to provide such notice, then the Customer shall be deemed to have accepted the Service. If the Customer does provide such notice, we will test the service for non-compliance. If (acting reasonably) we verify the non-compliance, then we shall, as the Customer’s sole remedy, promptly take such action as is necessary to correct the noncompliance and shall provide the Customer with a new Service Commencement Date as soon as is reasonably practicable.

4.2.        Invoices and Payment. Subject to provisions in clause 5, the Customer shall be liable for all Charges as from the Service Commencement Date. The Customer will be invoiced, on a pro-rata basis where applicable, monthly in advance for the recurring portion of the Charges (unless otherwise set out in the Customer Order). The non-recurring Charge(s) specified in the Customer Order shall be payable upon the Service Commencement Date and any other non-recurring Charges will be invoiced during the month in which they were incurred or the month thereafter. All Charges shall be due upon the Customer’s receipt of invoice and payable (without deduction or set-off) within 10 working days of the invoice date.

4.3.        Disputed Charges. The Customer may, acting in good faith, dispute any portion of an invoice, provided that the Customer: (a) pays the full undisputed portion of the invoice by the due date; (b) provides Us with a written statement and supporting documentation regarding the dispute within 10 working days from the date of the relevant invoice; and (c) negotiates in good faith with Us to resolve the dispute. If the Customer disputes any portion of an invoice that is based upon Service usage or availability, then Our records of such usage or availability shall be presumed to be accurate unless proved otherwise by an independent auditor. If the dispute has not been resolved within 30 days from the Customer’s original written claim, then either party may pursue its rights or remedies in the manner set forth in this Agreement.

4.4.        Taxes. All Charges are stated exclusive of any tax, surcharge, fee, duty, VAT (or other sales tax), excise or similar charge or liability (together “Taxes”), which shall be invoiced by Us and payable by the Customer at the then prevailing rate.

4.5.        Fraudulent Use. The Customer will be responsible for all Charges incurred in respect of the Service even if such Charges were incurred through, or as a result of, fraudulent or unauthorised use of the Service. We may, but are not obliged to, detect unauthorised or fraudulent use of the Service.

5. DELIVERY OF SERVICE

5.1.        Delivery. NWIE shall use reasonable commercial endeavours to meet the Requested Delivery Date provided however that delivery shall, in no event, be earlier than the date prescribed by the Delivery Lead Time. As soon as NWIE is able, with reasonable accuracy, to predict the likely date for delivery of the Service (or any phase thereof), NWIE shall notify the Customer.

5.2.        Roll-Out Plan. Depending upon the nature and complexity of the Service to be delivered, NWIE and the Customer may agree a roll-out plan for the Service, such agreement to be recorded in writing (which shall, notwithstanding clause 13.3, include email for these purposes) which shall set out the delivery phases for each installation and delivery phase of the Service (the “Roll-Out Plan”).

5.3.        Roll-Out: Billing and Delivery. If the Service is the subject of a Roll-Out Plan, then each phase of such plan shall have a separate Service Commencement Date, and that element of the Service shall be billed from its Service Commencement Date in accordance with the Charges set out on the Customer Order for such phase (or as the same may be set out in the Roll-Out Plan (as the case may be)). Without prejudice to the foregoing, the Service Commencement Date for the entire Service set out in the Customer Order shall be deemed to be the Service Commencement Date of the last phase to be delivered and the Initial Term for the entire Service as set out on such order shall be deemed to commence accordingly.

5.4.        Customer Failure. NWIE shall be entitled to bill for the Service (or each phase thereof if subject to a Roll-Out Plan) from the originally anticipated delivery date for that Service (or phase) (irrespective of actual delivery) if the reason that NWIE is unable to deliver is due to the Customer’s failure (or that of any of its end users, servants, agents and representatives) to comply with this Agreement and/or to provide access, facilities or other information which NWIE reasonably requires in order to complete the delivery.  Furthermore, and subject to Clause 10, the Customer shall be liable to NWIE for any reasonable additional costs incurred by NWIE as a result of such failure. NWIE may, acting reasonably, revise any anticipated delivery dates due to any delay caused by: (i) any act or omission of the Customer or of any third party beyond NWIE’s reasonable control; or (ii) delays associated with the procurement of a Tail Circuit.

5.5.        Cabling. If cabling is required for the delivery of a Service, the Customer agrees that if any such changes and charges are required, NWIE shall notify the Customer of such activities as soon as reasonably possible and, upon request, shall provide the Customer with supporting documentation evidencing such requirements.

5.6.        Modifications. Notwithstanding the acceptance of a Customer Order, NWIE reserves the right to change the terms, specifications and/or conditions of the Service upon not less than 30 days’ advance notice to the Customer other than where such changes are being made as a consequence of governmental or regulatory action, in which case NWIE shall give as much notice as is practicable in the circumstances. If NWIE, in accordance with this clause 5.6 but other than as a consequence of governmental or regulatory action, changes the Service in a manner materially adverse to the Customer, then the Customer may cancel the Service without penalty within 10 working days of the change being notified by providing written notice to NWIE. Such cancellation shall take effect 30 days from the date of the Customer’s notice of cancellation. If the Customer does not so notify NWIE during this period or uses or continues to use the Service, the change shall be deemed to have been accepted by the Customer. In the case of governmental or regulatory action, NWIE shall also have the right to cancel the Service or alter the terms and conditions of this Agreement, if, in its reasonable judgement, the action will make provision of the Service materially more expensive, difficult or substantially impaired. In the case of such action, NWIE shall also have the right to pass through and to invoice to the Customer, on a pro rata basis, any new or increased fees, assessments, Taxes or other charges imposed on, or required to be collected by NWIE, by any governmental agency.

6. (Deleted)

7. THE CUSTOMER’S OBLIGATIONS

7.1.        Use of Service. The Customer warrants that it shall conduct its operations and shall use the Service in a manner that does not interrupt, impair or interfere with the operations of the NWIE network or the use thereof by NWIE or any other NWIE customer. The Customer shall comply at all times with any reasonable operating procedures and/or interconnection requirements of NWIE as may be notified to the Customer from time to time.

7.2.        Assistance and access. The Customer agrees to cooperate with and assist NWIE in carrying out NWIE’s obligations under this Agreement, including without limitation, providing NWIE and its agents access to the Customer Site to the extent reasonably requested by NWIE for the installation, connection, inspection and scheduled or emergency maintenance or removal of Equipment or otherwise as reasonably necessary in relation to the Service. The Customer shall obtain all permissions and consents from third parties necessary to allow NWIE such access. If the Customer fails to provide NWIE with such cooperation, assistance and/or access, then the Customer shall pay all Charges for such Service from and after the date NWIE is otherwise ready to deliver it. NWIE shall not be liable for any failure to provide the Service to the extent that such failure is due to NWIE being denied such cooperation, assistance and/or access.

7.3.        Customer Site. The Customer will comply with all laws and regulations regarding the working conditions on the Customer Site.

7.4.        Content. The Customer warrants that it, and its end users, will not use the Service in any manner which: (a) violates any applicable law, rule or regulation or which is defamatory, constitutes a trade slander or malicious falsehood; (b) breaches the AUP; (c) infringes or contains any content that infringes the rights of others, including without limitation, any copyright, patent, trade mark, trade secret, privacy or proprietary right; or (d) otherwise results in any liability of NWIE.

The Customer acknowledges that NWIE: (a) does not monitor and will have no liability or responsibility for the content of any communications transmitted via the Service; and (b) does not provide any network security as part of the Service unless expressly specified in a Service Schedule.

8. CONFIDENTIAL INFORMATION

8.1.        Disclosure and Use. The parties will keep in strict confidence all information (whether written, electronic or oral) of a confidential nature obtained (whether directly or indirectly) from the other party under this Agreement (“Confidential Information”). Each party agrees not to disclose the other party’s Confidential Information to any person (other than their employees who need to know the information for the purpose of this Agreement and who are under an equivalent duty of confidentiality) without the prior written consent of the other party. Each party shall: (a) use the other party’s Confidential Information only for the performance of its obligations under this Agreement; (b) treat all Confidential Information of the other party in the same manner as it treats its own, but in no case with less than reasonable care; and (c) not make copies of the other party’s Confidential Information other than once copy which may be retained for archival and/or back up purposes to meet regulatory requirements.

8.2.        Exceptions. Clause 8.1 will not apply to information which: (a) is publicly available other than through a breach of this Agreement; (b) is lawfully in the possession of the recipient before disclosure by the other party and is not otherwise subject to a confidentiality undertaking; (c) is obtained through a third party who is free to disclose it; or (d) is required by law to be disclosed (and then, to the extent legally permissible, only after reasonable advance notice to the disclosing party).

8.3.        Publicity. Neither party may use the other party's trademarks, service marks or trade names (“Marks”) or otherwise refer to the other party without the prior written consent of the other party, which consent shall not be unreasonably withheld, in the case of marketing, promotional or advertising materials or activities. Each party’s Marks are proprietary to such party and nothing in this Agreement constitutes the grant of a general licence for their use. Upon termination of the Agreement or delivery of written notice by a party, all rights of the other party to use such party’s Marks shall expire.

9. TERMINATION AND SUSPENSION

9.1.        Termination by the Customer. The Customer may terminate this Agreement without liability on 30 days’ written notice to NWIE if NWIE commits a material breach of this Agreement and, in the case of a breach capable of remedy has not cured such breach or omission within 10 working days after receipt of written notice from the Customer setting out the details of the breach and requiring its remedy.

9.2.        Termination or Suspension by NWIE. NWIE may terminate this Agreement or, at NWIE’s discretion, cease or suspend the provision of Service upon written notice to the Customer if: (a) the Customer fails to pay any Charges when due and does not cure the failure within 5 days of a notice requiring payment; (b) if the Customer commits a breach of clause 7.1 and/or 7.4; (c) the Customer commits a breach of this Agreement (other than a breach described in clause 9.2(a) or (b) and does not cure such breach within 10 days of written notice from NWIE; (d) the Customer makes a material misrepresentation in any submission to NWIE; (e) the Customer suffers or undergoes an Event of Insolvency; or (f) NWIE is obliged to comply with an order, instruction or request of  court, government agency, emergency service organisation or other administrative or regulatory authority.

9.3.        Remediable Breach. For the purposes of this clause 9, a breach shall be considered capable of remedy if the party in breach can comply with the provision in question in all respects other than as to the time of performance.

9.4.        Cancellation. The Customer shall be entitled to cancel a Service prior to the conclusion of its Initial Term upon giving NWIE at least thirty (30) days prior written notice to NWIE. Notwithstanding Clause 13.3 any such notice shall only be deemed effective upon confirmation in writing of receipt of the same by NWIE. As a condition to the effectiveness of any such cancellation, the Customer shall pay to NWIE all Charges for the Service provided up until the effective date of such cancellation plus a cancellation charge as follows: (a) if the Service is cancelled after this Agreement is signed but prior to the Service Commencement Date, then the cancellation charge will be an amount equal to all third party costs which have been incurred by NWIE or to which NWIE is committed as at the cancellation date in relation to the Service, plus an administration charge of 15% of such costs (exclusive of VAT); and (b) if the Service is cancelled after the Service Commencement Date but prior to the end of the Initial Term, then the cancellation charge will be an amount equal to the balance of the monthly recurring Charges which are due to NWIE during the  remainder of the Initial Term. All cancellation charges shall be paid within 10 days of receipt of invoice. Both parties acknowledge and agree that the above cancellation charges are a genuine pre-estimate of NWIE’s anticipated loss in the event that the Customer were to terminate the Service prior to the end of the Initial Term and that they are not intended and do not operate as a penalty. The cancellation charges provided in this clause 9.4 shall not apply if the Customer cancels a Service pursuant to clause 5.7 or clause 9.1.

9.5.        Obligations upon Termination or Suspension. Termination or suspension of an Agreement shall not affect the accrued rights or liabilities of either party. If NWIE has suspended or terminated the Service or Agreement then, if the Customer requests reactivation of the Service and NWIE agrees to do so, the Customer shall pay to NWIE such reconnection fee as the parties may agree.

10. INDEMNIFICATION, EXCLUSIONS AND LIMITATIONS OF LIABILITY

10.1.     Subject to the exclusions and limitations set out in this clause 10, each party (the “Indemnifying Party”) shall indemnify and hold harmless the other party from and against any claims, demands, actions, costs, liabilities or losses (including reasonable legal fees) arising out of the gross negligence or intentional misconduct by the Indemnifying Party, its employees or agents, in their performance of this Agreement.

10.2.     Subject to clause 10.7, neither party shall be liable, whether in contract, tort (including negligence) or otherwise howsoever, through indemnification or otherwise, to the other party or any third party for any loss of revenue, profit, goodwill, business, anticipated savings, data, wasted expenditure or other pure economic loss or any indirect, special, incidental or consequential damages, arising from, or relating to, this Agreement or the performance or non-performance of its obligations thereunder (irrespective of whether such loss or damage is foreseeable or in the parties' reasonable contemplation).

10.3.     Subject to clause 10.2 and clause 10.7, in no event shall the aggregate liability of either party in connection with this Agreement during each Year (whether in contract, tort (including negligence) or otherwise), through indemnification or otherwise, exceed the total amount actually paid by the Customer to NWIE under that Agreement in the preceding Year, or in relation to liability arising in the first 365 days of an Agreement only, the amount payable to NWIE during such 365 days. For the purposes of this clause; (a) a “Year” shall mean a period of 12 months commencing on the date of this Agreement or any anniversary thereof; and (b) the date on which a “liability” accrues will be the date on which the breach giving rise to the liability occurred.

10.4.     Credits applicable to NWIE’s non-performance, if any, as described and calculated pursuant to the applicable Service Schedule are the Customer’s exclusive remedy in respect of any failure, delay or lack of performance by NWIE in providing the Service. The Customer shall not be entitled to credits during any period in which it is past due on amounts owed to NWIE.

10.5.     The Customer agrees to defend, indemnify and hold harmless NWIE and agents from any claims, liabilities, losses, damages and expenses, including reasonable legal fees, arising out of or relating to: (a) the use of the Service by the Customer or its end users; and/or (b) claims of third parties seeking damages for any loss or misuse of data in accordance with Clause 13.4 by the Customer or its end-users; and/or (c) any claim by any of the Customer’s end users in relation to the Services.

10.6.     NWIE shall have no liability to any of the Customer’s end users in relation to the Service and the Customer shall indemnify NWIE for any and all costs, damages, liabilities and expenses arising out of, or relating to, any claim by any such end-user or third party.

10.7.     Neither party limits or excludes its liability for fraud or deceit, personal injury or death arising from their negligence, for breach of any condition as to title implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982 or for any other liability that cannot validly be excluded or limited by law.

11. WARRANTIES

11.1.     Governmental Requirements and Compliance. Each party hereby represents and warrants to the other party that it has and will maintain in full force and effect, all approvals, consents, governmental authorisations, licences and permits as may be required to enter into and perform its obligations under this Agreement. The Customer and NWIE each agree to cooperate with and support the other in complying with any requirements applicable to their respective rights and obligations hereunder imposed by any governmental or regulatory agency or authority. Each party agrees to comply with all applicable laws, rules and regulations relating to the execution and performance of this Agreement.

11.2.     NWIE will exercise the reasonable skill and care of a competent provider of telecommunications services in carrying out its obligations under this Agreement. Except as specifically provided in this Agreement: (a) the Service and the Equipment are provided on an “as is” and “as available” basis; (b) NWIE (to the extent permitted by law) excludes any other warranty, representation, terms and/or conditions of any kind, including without limitation, those of satisfactory quality, non-infringement or fitness for a particular purpose; (c) NWIE expressly disclaims any representation or warranty that the Service or the software or Equipment will be error free, secure or uninterrupted; and (d) no advice or information given by NWIE, its Group companies or contractors shall create a warranty.

12. FORCE MAJEURE

12.1.     Except with respect to payment obligations, neither party shall be liable for any delay or failure to perform its obligations under this Agreement due to causes beyond its reasonable control, including, but not limited to, acts of God or nature, insurrection or civil disorder, war, laws or restrictions imposed by any governmental or judicial authority, acts or omissions of third parties, power outages or interruptions of other utility service, shortages of parts or materials, magnetic interference, or unavailability of telecommunications service or facilities (a “Force Majeure Event”).

12.2.     If a Force Majeure Event continues for more than 3 months, either party may serve 10 working days’ notice on the other terminating this Agreement.

13. MISCELLANEOUS

13.1.     Equipment. The Customer acknowledges that: (a) title to all Equipment remains with NWIE or its suppliers, except as expressly provided in a Customer Order; (b) the Customer shall not, and shall not permit others to, move, rearrange, disconnect, remove, repair, or otherwise tamper with any Equipment, without the prior written consent of NWIE; (c) the Equipment shall not be used for any purpose other than that for which NWIE provides it; (d) the Customer shall take such actions as are reasonably directed by NWIE to protect NWIE’s interest in the Equipment and shall keep the Equipment free and clear from all liens, claims and encumbrances; (e) the Customer bears the entire risk of loss, theft, destruction or damage to the Equipment placed on the Customer Site (except for damage caused by NWIE); (f) in no event will NWIE be liable to the Customer or any other person for interruption of Service or for any other loss, cost or damage caused by or related to improper use or maintenance of the Equipment by the Customer or its agents or representatives; (g) if the Equipment was manufactured by a third party, then any manufacturer warranties with respect to the Equipment will to the extent reasonably possible be passed on to the Customer by NWIE and any rights or remedies the Customer may have regarding the performance or compliance of the Equipment are limited to those rights provided by the manufacturer of the Equipment; (h) NWIE shall not be responsible for any changes to the Service that cause the Equipment to become obsolete or require modification or alteration; and (i) the Customer agrees to permit NWIE to remove the Equipment from any Customer Site after termination or expiration of this Agreement or the Service provided hereunder in relation to which the Equipment was provided. The Customer shall be solely responsible for the installation, operation, maintenance, use and compatibility (including any interface) of any equipment or software not provided by NWIE and NWIE shall have no responsibility or liability in connection therewith.

13.2.     Assignment. The Customer may not assign or otherwise transfer (including, without limitation, a transfer due to a change in control of the Customer) any of its rights under this Agreement without the prior written consent of NWIE, which shall not be unreasonably withheld. No permitted assignment or transfer shall relieve the Customer of its obligations hereunder. NWIE may assign or transfer this agreement providing 10 working days’ notice is provided to the Customer.

13.3.     Notices.

13.3.1.    Any notices (save in respect of cancellation notices provided in accordance with clause 9.4) and other communications (together “Notices”) required to be given under this Agreement shall be in writing and shall, save as otherwise expressly provided in this Agreement, email notices@coworkz.co.uk and notices to the Customer shall be sent to the Customer’s primary contact’s email address as provided to coworkz/NWIE.

13.3.2.    Any notice pursuant to clause 13.3.1 shall be deemed to have been served:

if sent by e-mail, upon receipt at the relevant e-mail address (but subject to the sender being able to show confirmation of transmission from the sender’s external gateway);

if sent by post within 48 hours of posting (exclusive of the hours of Sunday) if posted to an address within the country of posting and seven (7) days of posting if posted to an address outside the country of posting.

13.3.3.    In the event that a copy of a Notice is required to be served under clause 13.3.1, then: (i) no Notice shall be deemed duly served for the purpose of this clause 13.3 unless such copy is also served; and (ii) for the purpose of clause 13.3.2, the service of notice shall be deemed to be such time as when both the Notice and copy have both been duly served.

13.4.     (deleted)

13.5.     Law. This Agreement shall be governed by the laws of England and Wales. The parties hereby irrevocably submit to the non-exclusive jurisdiction of the courts of England and Wales.

13.6.     Entire Understanding. This Agreement sets forth the entire understanding of the parties and supersedes any and all prior agreements, arrangements or understandings relating to the subject matter of this Agreement. The parties acknowledge that: (a) they have not entered into this Agreement in reliance of any representations, terms or other assurances not expressly set out in this Agreement; (b) their sole remedies in relation to this Agreement are those for breach of contract; and (c) that this clause 13.6 does not apply in respect of any fraudulent representations or other assurances.

13.7.     Modifications. Except as provided by clause 5.7 or any applicable Service Schedule, this Agreement may only be amended or modified by a written document signed by both parties.

13.8.     Precedence. In the event of any conflict or inconsistency between a provision of the GTC, a provision in an applicable Service Schedule and the Customer Order, then the order of precedence shall be: (a) any terms and conditions on the Customer Order; (b) any terms and conditions set out in the applicable Service Schedule; and (c) these GTC.

13.9.     Surviving Terms. All terms and conditions of this Agreement which by their nature are intended to survive termination of this Agreement (together with those other clauses, the survival of which is necessary for the interpretation of enforcement of this Agreement) shall so survive.

13.10.   Severability. If any term, condition, clause or provision of this Agreement is held to be illegal or unenforceable, the validity or enforceability of the remainder of this Agreement shall not be affected thereby.

13.11.   Waiver. Failure by either party to enforce any of its rights under this Agreement will not act as a waiver of that right unless the waiving party acknowledges the waiver in writing. No single waiver shall be deemed a continuous waiver.

13.12.   No Third Party Beneficiaries. No provision of this Agreement shall be enforceable by any third party under the Contracts (Rights of Third Parties) Act 1999 or otherwise.

13.13.   Counterparts. This Agreement may be executed in counterparts, all of which taken together shall constitute one instrument.

Terms & Acceptable Use Policy

1. These terms and conditions govern your use our Internet connection service.
2. Your use of the service means that you accept these terms and conditions. For the avoidance of doubt you should not use the service and disconnect now, unless you intend to be bound by these terms and conditions, and the consequences therein.
3. Specifically, you agree to be bound by our guidance ACCEPTABLE USE POLICY set out below.
4. You accept that you are liable for all consequences to you arising from the use of our service. Our service is available "As is" and we make no warranty to its availability, performance or suitability for your intended use.
5. In accordance with the UK Home Office code of practice we maintain limited logging of your online activities for a short but necessary period.
6. Our data privacy policy means that we will only disclose that limited logging information to any person who has a legal authority to demand release of that information.
7. Your use of the service further grants us the right to keep your email address in our mailing lists and from time to time send you such emails as we deem appropriate. However, these emails will always have a statutory unsubscribe facility.
8. We may refuse use of the service for any reason and we are not obligated to enter into communication about this refusal.

Acceptable Use Policy

1. Policy

This Acceptable Use Policy sets out the rules which apply to use of our internet connection services including your responsibilities, and indicative permitted and prohibited uses of those services.

2. Responsibilities

You are responsible for your actions while connected to our Internet Service. If you act recklessly or irresponsibly in using the service or your actions endanger any person or the integrity or security of our network, systems or equipment, your access may be restricted, suspended or terminated, without prior notice. In particular, you agree that you will not use, attempt to use or allow your Internet Service to be used to:

2.1.        store, send or distribute any content or material which is restricted, prohibited or otherwise unlawful under any applicable law or which is likely to be offensive or obscene to a reasonable person;

2.2.        store, send or distribute confidential information, copyright material or other content which is subject to third party intellectual property rights, unless you have a lawful right to do so;

2.3.        do anything, including store, send or distribute material which defames, harasses, threatens, abuses, menaces, offends, violates the privacy of, or incites violence or hatred against, any person or class of persons, or which could give rise to civil or criminal proceedings;

2.4.        do any other act or thing which is illegal, fraudulent or otherwise prohibited under any applicable law or which is in breach of any code, standard or content requirement of any other competent authority;

2.5.        do anything, including store, send or distribute material, which interferes with other users or restricts or hinders any person from accessing, using our services, network or systems;

2.6.        forge header information, email source address or other user information;

2.7.        access, monitor or use any data, systems or networks, including another person's private information, without authority or attempt to probe, scan or test the vulnerability of any data, system or network whether wired or wireless;

2.8.        compromise the security or integrity of any network or system including our Network;

2.9.        access, download, store, send or distribute any viruses or other harmful programs or material;

2.10.     send or distribute unsolicited advertising, bulk electronic messages or otherwise breach your spam obligations, or overload any network or system including our Network and systems;

2.11.     use another person’s name, username or password or otherwise attempt to gain access to the account of any other user of the service;

2.12.     tamper with, hinder the operation of or make unauthorised modifications to any network or system;

2.13.     authorise, aid, abet, encourage or incite any other person to do or attempt to do any of the above acts;

2.14.     for the avoidance of doubt, 20 emails per hour are regarded as acceptable use of this service;

2.15.     specifically this service regards peer-to-peer networking as unacceptable use o this facility;

2.16.     you will use the service only when protected by up to date anti-virus software.

3. SPAM

Also known as junk mail or Unsolicited Commercial Email (UCE), the term SPAM refers to submitting a commercial email to a large number of recipients who have not requested or opted to receive it and have no reasonable expectation to receiving email from the sender.

For email to be regarded as acceptable, you must:

3.1.        Provide a valid physical postal address in each email your send;

3.2.        Include a valid email address or an unsubscribe link allowing the recipient to opt-out, either by replying to a valid return address, or by using an Internet based unsubscribe mechanism;

3.3.        Comply with any regulation in force that covers direct marketing regulations. Specifically you may not:

3.4.        Include false, deceptive or misleading header information, including a false domain name or address;

3.5.        Send emails with a false, deceptive or misleading subject line;

3.6.        Include sexually explicit content in your email;

3.7.        Send email messages which result in complaints from the recipient or from the recipient email provider, or which result in blacklisting of the sender email address or mail server;

3.8.        Send email messages which are excessive and/or intended to harass or annoy others; Take any actions intended to cloak the sender's identity or contact information, including but not limited to intentionally omitting, deleting, forging or misrepresenting message headers or return addresses

3.9.        Take any other action that results in blacklisting of the sender email address or mail server, or negatively impacts other users.

4. Excessive Use

We may limit, suspend or terminate your Internet Service if you unreasonably exceed such limits or excessively use the capacity or resources of our Network in a manner which may hinder or prevent us from providing services to other users or which may pose a threat to the integrity of our Network or systems.

5.  
6. Illegal Use

The service may only be used for lawful purposes. For example, you may not use the service to create, transmit, distribute, or store content that:

6.1.        violate a trademark, copyright, trade secret or other intellectual property rights of others;

6.2.        violate export control laws or regulations;

6.3.        violate the privacy, publicity or other personal rights of others;

6.4.        impair the privacy of communications;

6.5.        contains obscene, offensive, unlawful, defamatory, harassing, abusive, fraudulent, or otherwise objectionable content as reasonably determined by us;

6.6.        encourage conduct that would constitute a criminal offense or give rise to civil liability;

6.7.        constitute deceptive online marketing;

6.8.        cause technical disturbances to the Network;

6.9.        violate the policies of such networks, including, but not limited to, intentional introduction of any viruses, Trojan horses, worms, time bombs, cancel bots or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system or data, or

6.10.     assists, encourages or permits any persons in engaging in any of the activities described in this section.

7. Consequences of Unacceptable Use

We reserve the right to suspend or terminate your access to the service without notification and are not obligated to give a reason.

Privacy

This privacy policy is courtesy of Employment Law Contracts and Website Law (www.website-law.co.uk). We are committed to safeguarding the privacy of our website visitors; this policy sets out how we will treat your personal information.

1)         What information do we collect? –

We may collect, store and use the following kinds of personal data:

(a) information about your computer and about your visits to and use of this website (including your IP address, geographical location, browser type, referral source, length of visit and number of page views);

(b) information relating to any transactions carried out between you and us on or in relation to this website, including information relating to any purchases you make of our goods or services ;

(c) information that you provide to us for the purpose of registering with us;

(d) information that you provide to us for the purpose of subscribing to our website services, email notifications and/or newsletters;

(e) any other information that you choose to send to us.

2)         Using your personal data

Personal data submitted on this website will be used for the purposes specified in this privacy policy or in relevant parts of the website.

We may use your personal information to:

(a) enable your use of the services available on the website;

(b) supply to you services if purchased via the website;

(c) send statements and invoices to you, and collect payments from you;

(d) send you general (non-marketing) commercial communications;

(e) send you email notifications which you have specifically requested;

(f) send to you our newsletter and other marketing communications relating to our business;]

(g) deal with enquiries and complaints made by or about you relating to the website; and

3)         Disclosures

We may disclose information about you to any of our employees, officers, agents, suppliers or subcontractors insofar as reasonably necessary for the purposes as set out in this privacy policy.

In addition, we may disclose information about you:

(a) to the extent that we are required to do so by law;

(b) in connection with any legal proceedings or prospective legal proceedings;

(c) in order to establish, exercise or defend our legal rights (including providing information to others for the purposes of fraud prevention and reducing credit risk); and

Except as provided in this privacy policy, we will not provide your information to third parties.

4)         International data transfers

-           Information that we collect may be stored and processed in and transferred between any of the countries in which we operate in order to enable us to use the information in accordance with this privacy policy.

-           Information which you provide may be transferred to countries (including the United States, which do not have data protection laws equivalent to those in force in the European Economic Areas (EEA).

5)         Security of your personal data

-           We will take reasonable technical and organisational precautions to prevent the loss, misuse or alteration of your personal information.

-           Of course, data transmission over the internet is inherently insecure, and we cannot guarantee the security of data sent over the internet.

6)         Policy amendments

-           We may update this privacy policy from time-to-time by posting a new version on our website. You should check this page occasionally to ensure you are happy with any changes.

7)         Your rights

-           You may instruct us to provide you with any personal information we hold about you. Provision of such information may be subject to the payment of a fee. You may instruct us not to process your personal data for marketing purposes by email at any time. (In practice, you will usually either expressly agree in advance to our use of your personal data for marketing purposes, or we will provide you with an opportunity to opt-out of the use of your personal data for marketing purposes.)

8)         Third party websites

-           The website contains links to other websites. We are not responsible for the privacy policies or practices of third party websites.

9)         Updating information

-           Please let us know if the personal information which we hold about you needs to be corrected or updated.

10)      Contact

-            If you have any questions about this privacy policy or our treatment of your personal data, please write to us by email using helpdesk@coworkz.co.uk