Terms & Conditions for Broadband Services
This document sets out the Terms and Conditions of the use of the Broadband services provided to the End-User (“Customer”, “you”, “your”) by CytelUK Telecom Ltd (“CytelUK”, “We”, “Us”, “Our”) and comprises the entire agreement for your use of our Broadband services (“the Agreement”, “Contract”).
1. Commencement and Duration of this Agreement
1.1. This Agreement commences on the date you place the Broadband service order by signing the CytelUK Broadband application form, applying by email, or via the telephone application process (the “Commencement Date”) and will continue for 12 or 18 months or the contracted length of time (“agreed contract term”). These Terms and Conditions remain indefinitely thereafter unless terminated earlier by either party in accordance with Clause 12 of this Agreement.
2. Our Provision of the Services
2.1. We will provide the Broadband Services to you with reasonable skill and care and in accordance with the provisions of this Agreement. Whilst we will use our reasonable endeavours to begin providing these Broadband Services by any date provisionally advised or agreed with you, we have no liability for any failure to meet this date.
2.2 You acknowledge that we are dependent upon certain third parties to install and provide the Broadband Services to you. You also acknowledge that certain technical constraints might hinder our ability to deliver a fully operational service to you. While we will make every effort to offer the Broadband Services at the access rate you select, factors such as network congestion or the distance from the exchange may occasionally result in a reduction in service speed.
2.3. If you currently receive a Broadband service from an alternative supplier you are responsible for any contractual agreement you have with them and any liabilities you may incur for terminating your current agreement.
2.4. We do not undertake to provide a fault free service. If, however, a fault occurs, you should report the fault by telephone, electronic mail or in writing to the Technical Support team. We will use our best endeavours to correct any defect or fault in the services provided to you as soon as possible. We will let you know as soon as reasonably practicable of any periods of downtime. You acknowledge we do not undertake any liabilities arising from a temporary service loss.
2.5. CytelUK will not be responsible for any faults arising from customer’s premises equipment. A £165 including VAT call-out charge will be applied to engineering visits where the fault is found to be with your equipment or where an engineer attends and finds no fault or the engineer cannot get access to the End-User’s premises during the agreed slot period.
2.6. Modem Support: Modems purchased directly from CytelUK will receive technical support within their warranty period. Technical support for modems obtained from alternative sources is the exclusive responsibility of the modem manufacturer, or it will incur charges if support is provided by CytelUK.
2.7. The Broadband Services may be suspended, including during scheduled periods of downtime, where necessary for operational reasons such as repair, maintenance or improvement of the Broadband Services or because of an emergency. CytelUK will restore the Broadband Services as soon as it reasonably can after suspension.
2.8. We may immediately suspend your access to the Broadband Services in the event that you do not pay an invoice in accordance with Clause 3.
2.9. If you currently receive a Broadband service from an alternative supplier you are responsible for any contractual agreement you have with them and any liabilities you may incur for terminating your current agreement.
3. Charges & Fees
3.1. CytelUK charges you for using the Broadband Services covered by this Agreement. You will be charged at the rates agreed upon the Commencement Date and/or published in our price lists and as per our “Services Terms & Conditions”.
Charges for your Broadband Services will be incorporated into your monthly CytelUK bill. We will send your monthly invoice by email or by post to the address on your CytelUK account details
3.1.1.We may increase the monthly amount you pay for your Broadband Service by a percentage according to the annual percentage increase in the Consumer Price Index (CPI) rate of inflation. A 30 days’ notice will be given before any price increase.
3.2. CytelUK reserve the right to charge £30 including VAT to reinstate services that have been suspended due to non-payment.
3.3. If you change address, you acknowledge your obligation to pay any broadband service installation fees that may arise.
3.4. In addition to any charges as per clause 3.6. CytelUK reserve the right to charge a £30 including VAT disconnection fee should the Agreement be terminated due to nonpayment.
3.5. In the event that all telephone lines on the said agreement have transferred away or been ceased but the broadband connection is still billing on that said agreement your current tariff will increase by £3 including VAT.
3.6. If you terminate this Agreement within the agreed contract period and you do not request a service migration, CytelUK reserves the right to charge you and you agree to pay us a Cancellation fee as well as the associated administrative expenses, as described in this clause.
The amount you are charged is determined by the remaining duration of your contract, which is calculated by multiplying the monthly service fee by the number of months left in your agreement.
3.7. The cancellation fee will not be payable if you are moving home and either you have subscribed to our Broadband Services at your new address or we are unable to provide Broadband Services at your new address with a deviation of more than 20% from your current service.
4.1. You will ensure that any equipment that you attach (directly or indirectly) to the Broadband Services is technically compatible with the Broadband Services and that its use does not breach any relevant legislation or telecommunications industry standards.
5. Your Use of the Broadband Services
5.1. These Broadband Services are provided solely for your use and you must not resell or attempt to resell the Broadband Services (or any part of it) to any third party. In addition, if you have a mail server, you must not allow relay emails from outside your domain from your mail server.
5.2. You are entirely responsible for evaluating any goods or services offered by third parties via the Broadband Services or on the Internet. We will not be a party to or in any way be held responsible to you for any transaction between you and third parties.
5.3. You warrant that any information you make available on your website, both yours (“Customer Information”) or that of a third party (“Third Party Content”) is and will remain wholly accurate and will not include any information or material, any part of which, or the accessing of which or use of which, would be a criminal offence or is otherwise unlawful.
5.4. You also warrant that you will comply with all consumers and other legislation, instructions or guidelines issued by regulatory authorities and relevant licences which relate to the provision of the information on your website including those notified by us to you.
5.5. You must not use the Broadband Services, including associated computer security or backup services and software:
5.5.1. in a way that breaches any legislation or any licence applicable to you or that is in any way unlawful or fraudulent; or
5.5.2. to deliver, knowingly receive, upload, download, use or re-use any information or material which is abusive, defamatory, obscene or menacing, or in breach of any copyright, privacy or any other rights; or
5.5.3. to send or procure the sending of any chain letters or unsolicited advertising or promotional material (“spamming”); or
5.5.4. in a way that does not comply with our specific instructions.
5.5.5. to propagate computer worms or viruses
5.5.6. to attempt to gain unauthorised entry to any site or network
5.5.7. to distribute child pornography, obscene or defamatory material
5.6. You will fully indemnify us against all losses, damages, amounts paid by way of settlement, costs and expenses (including legal fees) of whatsoever nature suffered or incurred by us arising out of or in connection with any actual or potential claims or legal proceedings against us by a third party because of your use of the Broadband Services in breach of the provisions of this Clause 5. We shall notify you of any such claims or proceedings and inform you regularly as to the progress of such claims or proceedings.
5.7. You acknowledge that Broadband Services are provided to other users and we owe a duty to these users as a whole to preserve our network integrity and avoid network degradation. If, in our reasonable opinion, we believe that your use of the Broadband Services has or may adversely affect such network integrity or may cause network degradation we may manage your transmission speed, the type of traffic you are passing, and/or suspend your service.
5.8. We operate a policy to protect the quality of service to our customers. If we believe that your use of the Broadband Service is adversely affecting our network (or any part of it) or our other customers use of our services or if your usage is significantly different from what we would expect from a customer, we reserve the right to manage or regulate your usage in accordance with the fair usage policy. We will not impose any restrictions on you or impose an additional charge without prior notice. If after we have sent you notice, we believe that your use of the Broadband Service continues to adversely affect our network (or any part of it) or our other customers use of our services or if your usage continues to be significantly different from what we would expect from a customer then we may:
5.8.1. Restrict your download and upload speeds;
5.8.2. Apply additional charges for additional high bandwidth usage;
5.8.3. Suspend your service; and
5.8.4. Cease your service.
5.9. We may require you to reimburse us for any reasonable and foreseeable losses, costs and expenses which we incur as a direct result of the misuse of the broadband service either by yourself or by someone you have knowingly allowed to use the Broadband Service we provide to you.
6. Usernames and Passwords
6.1. You must ensure that user names and passwords used in connection with the Broadband Services are kept confidential and are only used by authorised users. Please inform us immediately if you know or suspect that a user name or password has been disclosed to an unauthorised user or is being used in an unauthorised way. You must not change or attempt to change a user name without our written consent.
6.2. We reserve the right (at our sole discretion):
6.2.1. to suspend user names and password access to the Broadband Services if at any time we think that there has been or is likely to be a breach of security; and
6.2.2. to ask you to change any or all of the usernames and passwords you use in connection with the Broadband Services.
6.3. You must inform us immediately of any subsequent changes to the information you supply to us when you register for the Broadband Services.
6.4. You accept and acknowledge that the Broadband Services, like other Internet applications, are not secure and we do not guarantee the prevention or detection of any unauthorised attempts to access the Broadband Services.
7. Personal Data
7.1. We may contact you before, during and after the term of this Agreement in order to administer, evaluate, develop and maintain the Broadband Services. Please note that we may record your telephone calls with us and we will keep a record of personal information you provide to us in connection with the Broadband Services.
7.2. We will comply with our obligations under the Data Protection Act 2018. You are also required to comply with all data protection legislation. In addition, you must maintain all required registrations, including those reasonably requested by us to enable us to process your personal data in connection with our performance of our obligations under this Agreement.
7.3. By registering for the Broadband Services you consent to our using and/or disclosing your personal information for the following purposes:
7.3.1. processing your application (which may involve credit checking by a licensed credit reference agency who may record that a credit check has been made and disclosing certain personal and account details to a bank for the purposes of setting up a direct debit account);
7.3.2. providing or arranging for third parties to provide Customer Care/Help Desk facilities and billing you for the Broadband Services (which may involve disclosing your information to third parties solely for those purposes); and
7.3.3. to selected third parties for the purposes of providing and operating the Broadband Services.
8. Access to your Premises
8.1. To enable CytelUK to carry out its obligations under the Agreement, the End-User must provide to representatives of CytelUK and any Broadband Provider engineers access to the End-User Premises at all reasonable times, including access for the purposes of installation, inspection, maintenance, replacement, upgrade, or removal of the Broadband Access Connection and any equipment associated with it.
8.2. In case an engineer appointment is booked for a new installation or a fault, the engineer must be able to access the premises during the whole period of the appointed slot. If the engineer cannot access the premises during the appointed slot period, the appointment charge will be applied. To cancel the engineer appointment with no charge, you contact CytelUK at least 1 working day before the appointment slot starts.
9. Intellectual Property Right Indemnity
9.1. You will fully indemnify and hold us harmless against all losses, damages, amounts paid by way of settlement, costs and expenses (including legal fees), of whatsoever nature, suffered or incurred by us as a result of any claims or proceedings arising from infringement of any third party’s Intellectual Property Rights by reason of your use or publication of the Customer Information, the Content or Third Party Content.
10.1. Where we provide software to you to enable you to use the Broadband Services, including backup and computer security services (“Software”), we grant you a non-exclusive, non-transferable licence to use the Software solely for the term and purposes of the Agreement. You use this software at your own risk. You agree to use the software only in accordance with the End User License Agreement, which you will be required to accept in order to install the software.
10.2. Any software provided to you as part of the Broadband Services is provided for your use only. You must not re-sell, rent, transfer, assign or sub-license the software to anyone else. You may make one copy of the software for back up purposes, but are not otherwise allowed to copy, decompile or modify the software (in whole or in part) for any purpose unless specifically permitted by law. You may not adapt, transmit, distribute externally, play or show in public, broadcast or publish any part of the software. Except as permitted by applicable law or as expressly permitted under this Agreement you must not copy, de-compile or modify the Software (in whole or in part), or copy the manuals or documentation (in whole or in part).
10.3. We may offer updates or modifications to the Software or documentation and we will notify you of any applicable charges for such updates or modifications at the time we offer them to you.
11. Limitation of Liability
11.1. Nothing in this Agreement excludes or limits each party’s liability with respect to death or personal injury resulting from the negligence of that party, its employees, agents or subcontractors or for fraudulent misrepresentation or under the tort of deceit.
11.2. We shall not be liable to you, whether in contract, tort (including negligence) or otherwise, for direct or indirect loss of profits, business, revenue, any contract, opportunity, or anticipated savings, loss of goodwill or injury to reputation, nor for any indirect or consequential or special loss or damage or for any destruction or loss of use of any data, including any corruption of data or losses arising from your use of or failure to use the computer security or backup services or software, whether any such losses could be reasonably foreseen by us or not.
11.3. Subject to Clauses 11.1 and 11.2, our liability to you in contract, tort, negligence or otherwise arising out of or in connection with this Agreement shall for any one incident or series of related incidents be limited to the annual fees paid by you to us in the year in which the liability first arose.
11.4. We are under no obligation to edit, review or modify Customer Information or Third Party Content. However, we reserve the right to remove any Customer Information or Third Party Information without notice.
11.5. We exclude all liability of any kind in respect of:
11.5.1. Customer Information, Third Party Content, Content and any other material on the Internet which can be accessed using the Broadband Services and we are not responsible in any way for any goods (including software) or services provided by third parties advertised, sold or otherwise made available by means of the Broadband Services or on the Internet;
11.5.2. the accuracy, completeness or suitability for any purpose of any Content; and
11.5.3. the acts or omissions of other providers of telecommunications or Internet services (including Domain Name registration authorities) or for faults in or failures of their equipment.
12. Termination of this Agreement
12.1. We may at any time terminate this Agreement giving 60 days’ notice to you.
12.2. We may at our sole discretion terminate this Agreement or suspend the Broadband Services immediately, in the event that:
12.2.1. we are directed by any competent authority to cease the provision of the Broadband Services or any part of it; or
12.2.2. you fail to pay any charges for the Broadband Services; or
12.2.3. any credit card or direct debit details submitted by you for payment are found not to be or cease to be valid; or
12.2.4. if you use the Broadband Services in contravention of any of Clauses 5, 6 and 8; or
12.2.5. we become aware of any breach of third party Intellectual Property Rights caused by the Customer Information or the Third
12.2.6. you are in breach of our Fair Usage Policy. If we suspend the Broadband Services in accordance with this Clause 12.2, we may, at any time following such suspension (and if the circumstance in Clause 12.2 remains) immediately terminate the Agreement.
12.3. You have the right to cancel this Agreement by giving written notice within 5 days from the date of placing the Broadband Service order i.e. Commencement Date, or 2 working days prior to the scheduled Broadband Service Activation date, whichever occurs first. If we have already supplied you with a Modem you must return it to us unused and in the original undamaged packaging, otherwise you will need to pay for it.
12.4. You may terminate this Agreement on giving at least 1 month notice, such notice to be effective no earlier than the end of the agreed contract term. You must pay all Fees for the Broadband Services until the date on which the termination notice expires.
12.5. You may also terminate this Agreement at any time on giving at least 1 month notice if you move to a new address to which we are unable to provide Broadband Services at your new address with a deviation of more than 20% from your current service, on production of proof of your changed address.
12.6. Either party may terminate this Agreement immediately, on notice, if the other commits a material breach of this Agreement and fails to remedy the breach within 28 days of a written notice to do so, or if the other goes into liquidation, becomes bankrupt, has a receiver appointed, makes a composition or voluntary arrangement with creditors or enters into administration, or a moratorium comes into force in respect of the other (within the meaning of the Insolvency Act 1986).
12.7. Upon termination or expiration of this Agreement, registration to any of our services or those of third parties provided in the course of and/or for the purposes of the Broadband Services will cease at such time as the provision of the Broadband Services ends.
13. Force Majeure
13.1. Neither party will be liable to the other for any failure to deliver the Broadband Services or for any breach by it of this Agreement, where such failure or breach is due to a reason outside the reasonable control of such party, including, but not limited to: lightning, exceptionally severe weather, fire, explosion, war, industrial disputes, government action or regulation or national or local emergency. If such failure to deliver continues for more than 3 months after the commencement of such failure, then either party may terminate this Agreement on notice in writing to the other party.
14. General Provisions
14.1. We may change the provisions of this Agreement (including the charges) at any time, provided that we will give you notice of the changes at least 14 days before the change is to take effect at which time you may terminate this Agreement if the change materially affects the Broadband Services.
14.2. This Agreement represents the entire agreement between the parties in relation to its subject matter and supersedes all agreements and representations made by either party, whether oral or written.
14.3. The parties acknowledge and agree that:
14.3.1. the parties have not been induced to enter into this Agreement by any representation, warranty or other assurance not expressly incorporated into it; and
14.3.2. in connection with this Agreement the parties’ only rights and remedies in relation to any representation, warranty or other assurance are for breach of this Agreement and that all other rights and remedies are excluded, except in the case of fraud.
14.4. This Agreement does not create any rights under the Contracts (Rights of Third Parties) Act 1999 that are enforceable by any person who is not a party to it but this does not affect any right or remedy of a third party which exists or is available apart from that Act.
14.5. Notices given under this Agreement must be in writing and may be delivered by hand, courier or first class post, by fax or e-mail to the following addresses:
– (a) to us at the relevant address provided during the registration process for CytelUK or any alternative address which CytelUK notifies to you;
– (b) to you at the relevant postal or email address provided as part of the details which you submit during the registration process or any alternative address that you provide to CytelUK.
14.6. You may not assign sub-contract or transfer any of your rights or obligations under this Agreement.
14.7. If any part, term or provision of this Agreement is held to be illegal or unenforceable the validity or enforceability of the remainder of this Agreement will not be affected.
14.8. If either party delays in acting upon a breach of this Agreement that delay will not be regarded as a waiver of that breach. If either party waives a breach of this Agreement that waiver is limited to that particular breach.
15.1. This Agreement will be governed by and construed and interpreted in accordance with the law of England and Wales and the parties submit to the exclusive jurisdiction of the English Courts for the determination of any dispute or other matter which arises out of or in connection with this Agreement.