1. Definitions and Interpretations

1.1 The following definitions shall apply in this Agreement.

"ADSL" means Asymmetric Digital Subscriber Line a technology for transmitting digital information at a high bandwidth on existing phone lines to homes and businesses.

"Agreement" means these Conditions and Annexes hereto, the Customer Order, and any other document that the parties agree in writing will form part of the Agreement.

"Broadband" means telecommunication in which a wide band of frequencies is available to transmit information.

"Broadband Products"means any product supplied by us which uses Broadband.

"Business" means but is not limited to a trade or profession.

"Charges"means any or all charges to the Customer payable to BlackBox Computers as shown on our website at www.BlackBox Computers.co.uk whether for Internet access and/or any other Service or Equipment which you purchase from BlackBox Computers from time to time.

"Consumer" means any natural person who, in Agreements to which these Conditions apply, is acting for purposes which are outside his Business.

"Customer"means the Consumer or Business so named on the Customer Order with whom BlackBox Computers enters into this Agreement. Also referred to as "you" in these Conditions.

"Customer Equipment" means any equipment provided by the Customer and not sold by BlackBox Computers to the Customer under this Agreement.

"Hardware" means any physical product provided by us or on our behalf.

"Intellectual Property Right"includes patents, inventions, know-how, trade secrets and other confidential information, registered designs, copyright, database rights, design rights, rights affording equivalent protection to copyright, semiconductor topography rights, trade marks, service marks, logos, domain names, business names, trade names, moral rights, and all registrations or applications to register any of the aforementioned items, rights in the nature of any of the aforesaid items in any country or jurisdiction, rights in the nature of unfair competition rights and rights to sue for passing-off.

"Internet" means the global data network comprising interconnected networks using TCP/IP to which BlackBox Computers is connected and provides access to its Customers.

"Nominated third party" means any third party nominated by us to supply you with any Equipment or Services pursuant to this Agreement.

"PAYG"means Pay As You Go, BlackBox Computers's metered dial-up Internet access service, charged on a pence per minute basis. PAYG can also refer to BlackBox Computers's broadband Internet access service, charged on a per-Megabyte (MB) transferred basis.

"Premises"means the place where the Equipment will be delivered and installed in order to provide you with the Service.

"Service" means Services provided by BlackBox Computers to the Customer under this Agreement and includes all or any part of the range of Internet connectivity, subscriptions, content, services and applications provided to you by us.

"Software" means a program/programs used to operate computers and related devices.

"TCP/IP" means Transmission Control Protocol/Internet Protocol, the basic communication language or protocol of the Internet.

"Working Days" means Monday to Friday, excluding Bank or other Public holidays in the United Kingdom.

1.2 In the event of any conflict (whether as to interpretation or otherwise) between the provisions of the Customer Order, these Conditions and Annexes, the provisions of any other Agreement or document referred to in these Conditions and Annexes the following order of precedence shall apply:

1.2.1 the Customer Order;

1.2.2 these Conditions and Annexes; and

1.2.3 any other Agreement or document.

2. Acceptance of Orders

Any Customer Order shall comprise an offer which must be expressly accepted by BlackBox Computers before an Agreement is completed in accordance with clause 4. BlackBox Computers reserves the right in its absolute discretion to refuse any such order. All Agreements are subject to the availability of the Service and/or Equipment ordered.

3. The Service

3.1 Subject to these Conditions BlackBox Computers will provide the Services and/or Equipment specified in the Customer Order.

3.2 Any date indicated by BlackBox Computers as a date for connection is an estimate only and may be liable to change without prior notification to the Customer. Accordingly BlackBox Computers will not be responsible for any delay in connection beyond such a date. We will use reasonable endeavours to provide you with reasonable notice of any delay.

3.3 The Customer must inform BlackBox Computers of any change to their telephone, fax, email or other contact addresses prior to the change becoming effective. Any such change may impact on the Services offered to you, and may incur further charges.

4. When our Agreement with you starts

4.1 Acceptance is made when you receive notification of acceptance, or when the Service is activated, or when we accept receipt of the Charges (whichever is soonest) at which point, subject to clause 5 below, the Agreement shall commence. When we have processed your online sign-up registration, and received any Charges that are due from you, we will then provide you with the relevant Service.

4.2 BlackBox Computers will use reasonable endeavours to provide the Service and/or deliver Equipment by the date agreed with the Customer, but all dates are estimates and BlackBox Computers has no liability for any failure to meet any date.

4.3 The right to use the Service is personal to you or if you are a Business your employees. You must advise us if you suspect that someone else is using your account or is able to access your account.

4.4 When we provide the Service to you, we promise to use all reasonable skill and care of a competent Internet Service Provider.

4.5 The terms of this Agreement shall prevail over any terms and conditions from the Customer with whom we are dealing.

5. Getting Started

5.1 Before we can be certain that we can provide you with the Service, we need to:

5.2 successfully complete a line test and survey to demonstrate that we can effectively provide the Service to you; and

5.3 successfully activate the Service.

5.4 If, we cannot provide you with the Service, we will notify you as soon as possible..

5.5 When Equipment is being installed at your Premises or your Service is being activated, the normal expectation is that you will be likely to lose your telephone service for between a few minutes and two hours. This is because your existing connection needs to be replaced to allow you to access the Service. You agree to a loss of telephone service in these circumstances, and we accept no liability for any loss arising from a loss of telephone service of any duration.

6 If you are a Consumer:

6.1.1 Agreements for the purchase of Services and/or Equipment made over the telephone or through our website, or by mail order, are, with the exception of certain excepted Agreements subject to The Consumer Protection (Distance Selling) Regulations 2000 ("the Regulations").

6.1.2 If you have purchased Services then you may cancel this Agreement in relation to the Services in accordance with the Regulations within 7 Working Days beginning on the day after the day on which the Agreement is concluded. If the Services include line installation then, in relation to the line installation Service and related Services, this 7 day period is deemed to commence on the day after the day on which the Customer line is installed. In any 7 day period under this paragraph, you lose the right to cancel if the Service is used or otherwise performed within the 7 day period.

6.1.3 If you have purchased Equipment, then you may cancel this Agreement in relation to the Equipment in accordance with the Regulations within 7 Working Days beginning with the day after the day on which you receive the Equipment.

6.1.4 In accordance with the Regulations, the following exceptions apply to the right to cancel under clauses 7.1.2 and 7.1.3. If you have purchased audio or video recordings or computer software, then in any 7 day period under this clause you lose the right to cancel in relation to these when they are unsealed by you. Where they are supplied to you on-line, audio or video recordings or computer software shall be deemed to be unsealed when downloaded. You have no right to cancel in relation to the following contracts: for any gaming, betting or lottery services; for the supply of newspapers periodicals or magazines; for the supply of any goods made to your specifications or clearly personalised or which by their nature cannot be returned or are liable to deteriorate rapidly; for the supply of goods or services the price of which is dependant on fluctuations in the financial market which cannot be controlled by BlackBox Computers.

6.1.5 If the Regulations apply, you may cancel Services or Equipment purchased from us by sending written notice of cancellation by post or hand delivery addressed to Customer Services at the address available under the Contact Us tool or by using the Contact Us tool.

6.1.6 You will be responsible for the cost of returning the Equipment if you exercise this right of cancellation under the Regulations. If you do not actually return the Equipment to us, you are under a duty to make the Equipment available for collection at your expense from the address to which it was delivered.

6.1.7 You are under a duty to retain possession of the Equipment whilst awaiting return to us and take reasonable care of it during this period. You will be liable for any loss of or damage to the Equipment if you fail to comply with this obligation.

6.2 The Regulations, and this clause, do not apply to Business Customers.

7. Providing Instructions

We may accept instructions regarding the Service and/or Equipment from any person who reasonably appears to be acting on your authority. Any agreements made on your behalf by such a person will be binding on you and subject to these Conditions.

8. Service Security

8.1 We will issue you with a set of User Names and Passwords. These are essential for secure use of the Service and so you must ensure that you keep these confidential, secure and that you use them in accordance with all relevant instructions. Passwords and User Names must not be disclosed to anyone without authorisation. You must not send your passwords over the internet by email, chat or other insecure communication methods.

8.2 You must not use a false identity in email or other network communications.

8.3 You must not attempt or participate in, the unauthorised entry into or viewing of another Customer's account or another system.

8.4 Computers and network systems shall not be used for fraudulent activities, or used to breach another organisation's security (cross networking hacking). This is an illegal act and prosecution under criminal law may result.

8.5 Network traffic may be monitored from time to time for the purposes of backup, problem solving, network management and where required by law.

8.6 If we think there has been or may be a breach of security or misuse of the Service, we may:

8.6.1 change your Password and then notify you of this change; and/or

8.6.2 suspend User Name and Password access to the Service (please also see clause 18).

8.7 We shall have the right from time to time to change your User Name, internal address and/or Password allocated by us for the purpose of essential network maintenance, enhancement, modernisation or other work which we deem necessary to the operation of the Service or on any other reasonable grounds. Any such changes will be notified to you by email or by the Contact Us tool.

8.8 If you forget your User Name or Password or you think someone knows your User Name or Password and they are not authorised to use it, or if any Password is being or is likely to be used in an unauthorised way, it is your responsibility to inform BlackBox Computers immediately using the "Contact us" tool.

8.9 If you are using Narrowband Products, you must make Caller Line Identification (CLI) available when using the Service to connect to the Internet. This is so that we can improve the safety and security of the Service. If you have disabled CLI, we may temporarily enable it to allow this connection.

8.10 If any of the information provided by you during the sign-up procedure changes, including any changes to your payment details, you must inform us immediately. Please note that if you update your address because you are moving Premises and need Broadband at the new location (usually on a different phone line), there will be costs incurred for which you are liable.

9. Actions we may need to take

9.1 We may have to alter code or access numbers or technical specifications associated with the Service for operational reasons. If we do this, we will use reasonable endeavours to give you reasonable notice.

9.2 If any operator shall discontinue the provision of telecommunications services to BlackBox Computers or shall alter, modify, expand, improve, maintain, repair, suspend or otherwise change the telecommunications services or any part thereof provided to us, we shall be entitled to discontinue, alter, modify, expand, improve, maintain, repair, suspend, disconnect or otherwise change the Service to you as necessary.

10. Suspension

10.1 We may need to temporarily suspend, with reasonable notice, the Service or parts of the Service for operational reasons, including but not limited to:

10.1.1 repairs;

10.1.2 planned maintenance; or

10.1.3 upgrades.

10.2 Should we need to temporarily suspend the Service or parts of the Service in accordance with clause 10.1, we shall use reasonable endeavours to restore the Service as soon as is reasonably practicable thereafter.

10.3 We may suspend the Service to you without notice and without prejudice to our rights of termination under clause 23 in the event of the following:

10.3.1 failure by you to make any payment to us on its due date for payment;

10.3.2 if you contravene the Acceptable Use Policy or any term of this Agreement.

10.4 During suspension we reserve the right to refuse to release your Domain Name as issued by BlackBox Computers.

10.5 If we decide to suspend the Service or part of the Service (for any reason), we reserve the right to restore it (if neither you nor we have ended this Agreement) only if we are reasonably satisfied that you will only use the Service as agreed.

10.6 If we decide to suspend the Service, this Agreement will continue during the period of suspension and you will have to pay all relevant Charges.

11. Repairing faults in the Service

11.1 Although we attempt to provide you with the best possible Service, we cannot guarantee that the Service will never be faulty. We shall use our reasonable endeavours to correct all reported faults as soon as is reasonably possible.

11.2 If there is a fault with the Service, and is no fault of BlackBox Computers, Blackbox Computers will not be liable for any loses incurred, including loss of profit, sales, potential sales or cost of repair to service. This includes and is not limited to. Faults on the BT Line caused by BT, any other third party or force majeure, or any change of service on the PSTN line which effects the service, including but not limited to ceased lines either by BT, end user or due to none payment.

11.3 If there is a ceased line order placed either by BT, end user or third party the broadband service will be automatically cancelled, as such BlackBox computers will no longer by providing the broadband service outlined in this contract and as such will not be bound by it. Re-activation will under go the normal activation processes.

11.4 We may sometimes monitor or record calls to or from our Customer Support Team. We may do this for training purposes or to improve the quality of our customer support.

12. Paying our Charges

12.1 You must pay the Charges for the Service and/or Equipment at the price prevailing at the time of the Customer Order. The Charges form part of this Agreement. You will be responsible for the maintenance of your connection settings. You are responsible for checking your connection settings against the configurations which we stipulate on our website in the Member Centre section. We will not be liable for any Charges incurred where you have not followed our recommended connection settings. Any Charges incurred due to incorrect connection settings will be payable by you.

12.2 When you register for the Service and/or place an order for Equipment, we will ask you to select a payment method and we will begin charging you for the Service on the date that the Service is activated, or when your Customer Order has been accepted (whichever is the sooner). Following activation of the Service, Charges shall be payable monthly unless any other payment method has been agreed in writing between BlackBox Computers and the Customer or as detailed on any accepted Customer Order. Charges for Equipment ordered by you are payable by Credit or Debit Card at the time the order is placed.

12.3 You undertake that the Credit or Debit Card you use to make a purchase from us is your own Card or if you are a Business your Business' card, that you are authorised to use it, and that there are sufficient funds or credit facilities to cover the cost of any Equipment or Services you order from us. We reserve the right to obtain validation of your Credit or Debit Card details and process your payment before providing you with any Services and/or Equipment.

12.4 We will invoice Services and/or Equipment, together with VAT, at the price prevailing at the time of the Customer Order.

12.5 You understand and agree that if you fail to make payments of Charges when they are due, we may suspend or cancel your Service, in part or in full, until payment is received in full. If we need to cease your Service because you have not paid and you then later decide to resume the Service, there may be a re-activation and administration charge where applicable, for which you will be liable.

12.6 Certain Services include the use of a Domain Name without charge. The provision of this domain is subject to the minimum contract period of the associated Service. If the Service is terminated prior the fulfilling of the minimum contract period for whatever reason, you will be liable for the cost of the Domain Name which is set out here. Until we have received this payment, or you have completed the minimum contract period, whichever occurs earlier, we may prohibit the release of the Domain Name associated with this domain.

12.7 Unless you notify us to the contrary, Services provided for an agreed period will automatically continue when the agreed period comes to an end. In these circumstances, you understand and agree that continuation of the Service will incur the Charges for the Services prevailing at the point of termination of the agreed period unless you notify us in accordance with clauses 23 and 26.

12.8 Where we arrange for an engineer to visit your Premises for activation of the Service, or for resolution of a fault, you will be responsible for any costs incurred owing to any of the following:

12.8.1 an engineer attends an incorrect address as provided by you;

12.8.2 the site for installation does not meet the minimum requirements as agreed during the product registration;

12.8.3 an engineer arrives to carry out the installation at the address provided by you, but you no longer want the installation completed;

12.8.4 entry is refused to the Premises, or access cannot be gained, at the appointed time, as agreed between you and us;

12.8.5 you report a fault, an engineer attends your Premises, and discovers the fault is not the result of the Service or Equipment;

12.8.6 your reported problem, following your request for an engineering visit, cannot be confirmed; and

12.8.7 when you cancel a request for an engineering visit later than 48 hours before the scheduled visit.

12.9 Interest payable on demand shall accrue from day to day on overdue amounts at the rate of 2% above the base rate of National Westminster Bank Plc together with VAT if applicable.

12.10 We reserve the right to engage a third party debt collection agency in order to obtain any outstanding debt. Any additional charges generated as a result of this process will be payable by you.

13. Use of the Service

13.1 You will not use the Service, and will take all reasonable precautions to ensure that no one (including you) uses the Service:

13.1.1 fraudulently or in connection with a criminal offence or in breach of any law;

13.1.2 to send, knowingly receive, upload, download or use any material which is or may be offensive, abusive, indecent, defamatory, obscene or menacing, or in breach of any Intellectual Property Right, confidence, privacy or any other rights;

13.1.3 to cause annoyance, inconvenience or needless anxiety;

13.1.4 to spam or to send or provide unsolicited advertising or promotional material or knowingly to receive responses to any spam, unsolicited advertising or promotional material sent or provided by any third party. We reserve the right to restrict or block any unsolicited email to or from you;

13.1.5 in an unlawful manner, in contravention of any legislation, laws, licence or third party rights or in contravention of our Acceptable Use Policies located here. We reserve the right to make an administrative charge as a result of abuse of any Acceptable Use Policies;

13.1.6 in a way that does not comply with any reasonable instruction that we have given you; or

13.1.7 in such a way that your account is used to access the Service more than once at a time unless your product specifically allows it. Please note that if you have an ISDN line and are not using PAYG, accessing the service more than once at a time includes "channel bonding".

You agree that a breach of any of the provisions in this clause, and indeed any clause within the Acceptable Use Policy, will comprise a material breach of contract, which may lead to suspension of the Service or ending the Agreement, in accordance with clause 20. You agree to indemnify and hold harmless BlackBox Computers against any expense, loss or damages that we might suffer by reason of any breach by you of this clause.

13.2 If we think that your use of the Service may:

13.2.1 impair the security of the system and/or the network used to provide the Service; or

13.2.2 cause detrimental performance of the Service to you or any other Customer;

we may suspend your access to the Service or parts of the Service in accordance with clause 20. If possible, we will give you prior notice if we do suspend your service pursuant to this clause.

13.3 Where we provide you with Services that involve providing storage space (temporary or otherwise), or transfer capabilities on our systems, we may impose limits (which we may vary from time to time) on the storage space, or transfer capability we provide to you in order to ensure the quality of the Service to you and any other Customer. We may suspend, reject or delete material that exceeds these limits.

13.4 We may make available to you Software that enables you to use the Service. You must not copy, modify or distribute this Software (save only to the extent permitted by law). It is important that you only access the Service through this Software or in an alternative way permitted by us and you must not attempt to circumvent any security measures in the Service or software.

13.5 When we provide you with the Service and any associated Software, it is for your use only. Therefore, you must not re-sell, transfer, assign or sub-license the whole or any part of the Service or the associated Software to anyone else.

13.6 Certain Services are provided with data-transfer caps. You are responsible for all data-transfer and use of the Service, and are liable for all costs incurred as a result.

13.7 It is the Customer's responsibility to obtain and keep in force any licence necessary for the Customer to use the Service in any country in which it is provided.

13.8 The Service must not be used in any way that:

13.8.1 does not comply with the terms of any legislation or any licence applicable to the Customer or that is in any way unlawful; and

13.8.2 does not comply with any instructions given by us or any other public telecommunications operator or other competent authority, in any country where the Service is provided.

14. Content provided by us

14.1 As part of the Service, we may provide you with content, including applications, data, information, video, graphics, sound, music, photographs, software or any other material. This content may change over time.

14.2 The content we provide to you can only be used for your own purposes and may be protected by copyright, trademark and other Intellectual Property Rights. You are not allowed to copy, store, adapt, modify, transmit, distribute externally, play or show in public, broadcast or publish any part of the content.

14.3 Although we take precautions, we cannot guarantee the accuracy or completeness of the content. For this reason, your use of the content (for whatever purpose) is at your own risk.

14.4 Some of the content will have its own Terms and Conditions. These may be displayed online or elsewhere. If you access this content, you must comply with those Terms and Conditions. You should be aware that any content provided on a subscription basis as part of the Service will cease when this Agreement ends.

16. Your use of the Internet

Access to the Internet may be included in the Services provided to you. The Internet is separate from the Service and use of the Internet is at your own risk and subject to any applicable laws. We have no responsibility for any goods, services, information, software, or other materials you obtain when using the Internet.

17. Breach of Contract

17.1 We can suspend the Service in whole or in part, or end this Agreement (or both) at any time:

17.1.1 with immediate effect if you materially breach this Agreement or commit a series of non-material breaches of this Agreement;

17.1.2 with immediate effect if we have reasonable grounds to suspect that the Service is being used in a way described in clauses 13.1, 13.2 or 13.3, even if you do not know that the Service is being used in such a way;

17.1.3 upon reasonable notice if you breach this Agreement in any other way and fail to remedy the breach within a reasonable period of being asked to do so;

17.1.4 with immediate effect if bankruptcy or insolvency proceedings are brought against you, or you make an arrangement with your creditors, or a receiver or administrator is appointed over any of your assets, or you go into liquidation; or

17.1.5 with immediate effect if we have terminated your use of any Service previously provided to you due to your breach.

17.1.6 with immediate effect where the Service cannot be provided to the Premises requested by the Customer.

17.2 If we have suspended or terminated this Agreement under sub-clause above, we will inform you of such suspension or termination as soon as is reasonably possible and provide details of why this action has been taken.

18. Matters beyond our reasonable control

If we cannot do what we have promised in this Contract because of something beyond our reasonable control (including, without limitation, industrial disputes involving our employees), we will not be liable for this. If the events continue for more than three months, we can terminate this Contract immediately by giving you written noticel.

19. Our liability to you

19.1 We have no liability (whether in negligence or otherwise) for any loss not reasonably foreseeable by us when this Contract starts, nor any loss of opportunity, goodwill, reputation, business, revenue, profit, or savings you expected to make, wasted expenditure, data being lost or corrupted, loss or damage incurred by you as a result of third party claims or any indirect, special or consequential loss or damage howsoever caused.

19.2 You will indemnify us against any claims or legal proceedings which are brought or threatened against us by a third party because the Service and/or Equipment is used in breach of these Conditions.

19.3 We do not have any liability of any sort (including liability for negligence) for the acts or omissions of other service providers, or for faults in or failures of their networks and equipment.

19.4 Each provision of this clause operates separately in itself and survives independently of the others.

20. Ending this Agreement

20.1 This Agreement can be ended by:

20.1.1 us giving one month's notice to you; or

20.1.2 you giving one month's notice to us.

20.1.3 you giving us immediate notice within the 30 day notice period if, under clause 24, we inform you that we are increasing our charges or changing the conditions of this Agreement to your detriment.

20.2 If we give you notice, you must pay the Charges applicable up to the end of that notice. If you give us notice, you must pay us the Charges that would have been due within the notice period.

20.3 If you give us notice that ends, during the period of the Agreement, you must pay us the relevant cancellation Charges set out in your Agreement.

20.4 If you give us notice that falls before the end of your current Agreement period because we have increased our Charges or materially changed the Conditions of this Agreement to your detriment, you may cancel in the period of time between the notice of the changes and the time the changes take place.

20.5 If you have paid any Charges for a period after the end of the Agreement we will either repay it or put it towards any money you owe us

21. How this Agreement can be changed

We may change this Agreement, including our Charges, at any time. We will give you at least 30 days notice of any changes before they take effect. You may not change any term of this Agreement. As explained in clause 23, you can end this Agreement by giving us immediate notice in this 30 day period if we increase our Charges or change the Conditions of this Agreement to your detriment.

22. How this Agreement can be transferred
Neither we nor you can transfer this Agreement or any part of it except that we can transfer all or part of it to a company that is a subsidiary or holding company of ours, or a subsidiary of that holding company (all as defined by Section 736 of the Companies Act 1985 as amended by the Companies Act 1989).

23. Third party rights

A person who is not a party to this Agreement has no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement. This condition does not affect any right or remedy of any person which exists or is available otherwise than pursuant to that Act.

24. Governing Law and Jurisdiction

24.1 This Agreement and any matter arising from or in connection with it shall be governed by and construed in accordance with English law.

24.2 Each Party irrevocably agrees to submit to the exclusive jurisdiction of the English courts over any claim or matter arising from or in connection with this Agreement or the legal relationships established by or in connection with such Agreement.
 

ANNEXE 1
ACCEPTABLE USE POLICY