General Terms & Conditions, Service Level Agreement and Acceptable Use Policy T&Cs May 2017
THIS AGREEMENT is made on
- WP Connect Ltd a company registered in England and Wales under company number 08121205 and whose registered office is at 86-90 Paul Street, London EC2A 4NE trading as Workplace Connect (“Workplace Connect”) and
- The company named in the service order form (“Customer”)
The Parties wish to enter into this Agreement pursuant to which the Customer will be able to order Internet Services and, subject to the terms of this Agreement, Workplace Connect has agreed to provide and maintain (and/or procure the provision and maintenance of) such Internet Services.
Now it is hereby agreed that:
1. Definitions and Interpretations
- In this Agreement, unless the context otherwise requires, the following terms shall have the meanings assigned to them below, namely:
“Act” means the Telecommunications Act 1984 as amended by the Communications Act 2003;
“Acceptable Use Policy” means the acceptable use policy (as may be amended from time to time) published on Workplace Connect’s website located at http://www.workplaceconnect.co.uk;
“Acceptance Test Schedule” means a series of installation and testing procedures to be carried out by Workplace Connect on the Internet Services before the COA Certificate is issued and “Acceptance Tests” shall be construed accordingly;
“Access Zone” means the fibre or radio network connection between the Premises and/or the Site and the Workplace Connect Zone
“Agreement” means this Agreement, which comprises Workplace Connect’s standard terms and conditions, the Service Level Agreement, the Miscellaneous Charges, the Acceptable Use Policy and the SOF;
“Annual Rental” means the annual charges payable by the Customer as set out in the SOF;
“Associate” WP Connect Ltd (company number 08121205) having their registered office at 86-90 Paul Street, London EC2A 4NE;
“Charges” means the Annual Rental and other charges payable to Workplace Connect pursuant to this Agreement and the SOF;
“COA Certificate” means the standard Workplace Connect installation Customer order acceptance completion certificate which when signed is conclusive proof that the Acceptance Tests have been successfully completed;
“Connection” means an electronic communication circuit or circuits to be supplied by Workplace Connect to an agreed Service Demarcation Point for the delivery of Internet Services pursuant to this Agreement. Such Connection shall be supplied as point to point only, or as part of an IP VPN or Ethernet VLAN depending on the Customer requirements identified in the SOF;
“Connection Commencement Date” means the date each individual Connection is available for use by the Customer and the relevant COA Certificate is issued;
“Connection Ready for Service Date” means the date upon which the individual Connection will be ready for service such date to be confirmed by in the COA Certificate;
“Customer Data” means the data processed by the Customer using the Internet Services;
“Customer Premises Equipment” means any apparatus, and any software embodied therein, on the Customer’s side of the Workplace Connect network termination point at any relevant Site and/or the Premises which does not form part of the Equipment (but which may be connected to the Equipment) and is used by the Customer in conjunction with the Equipment in order to obtain or use the Internet Services;
“Data Controller” has the same meaning given to the term in the DPA;
“Data Processor” has the same meaning given to the term in the DPA;
“Data Protection Legislation” means the DPA, the EU Data Protection Directive 95/46/EC, the Regulation of Investigatory Powers Act 2000, the Telecommunications (Lawful Business Practice) (Interception of Communications) Regulations 2000 (SI 2000/2699), the Electronic Communications Data Protection Directive 2002/58/EC, the Privacy and Electronic Communications (EC Directive) Regulations 2003 and all applicable laws and regulations relating to processing of personal data and privacy from time to time;
“DPA” means the Data Protection Act 1998;
“Default Interest Rate” means the statutory rate of interest in accordance with the Late Payment of Debt (Interest Charges) Act 1998;
“Due Date” means the due date for payment of an invoice pursuant to clause 13;
“Emergency” means any event or circumstance which results or could reasonably be expected to result in a risk of personal injury or death or material damage to property and, without prejudice to the generality of the foregoing, an event or circumstance defined as an Emergency in the Act;
“Equipment” means any communication apparatus (as defined in the Act) or other equipment to be installed by or on behalf of Workplace Connect pursuant to this Agreement from time to time. Such equipment may include an appropriate switch and/or router to be supplied by Workplace Connect to the Customer if indicated as required on the SOF;
“Force Majeure” means a circumstance described in clause 16;
“Group” in relation to a body corporate, means the body corporate, any other body corporate which is its holding company or subsidiary and any other body corporate which is a subsidiary of that holding company as defined in s1159 Companies Act 2006;
“Installation Charge” means the charges payable on installation of the Connection by the Customer as set out in the SOF;
“Internet Services” means the communication services supplied to the Customer at an agreed bandwidth which will allow the Customer to pass Internet IP packets over the Connection to the Public Internet, together with any other communication service set out in the SOF. For the avoidance of doubt the Internet Services or any other communication service may be provided by Workplace Connect and/or an Associate;
“IP VPN” means a communications network running over a shared infrastructure which is used to supply Layer 3 IP connectivity between two or more Sites;
“Law” means the Act and any other law, statute or regulation, code of conduct (whether or not having the force of law), copyright or other third party rights, obligation in contract or any term of any licence to which Workplace Connect or the Customer is from time to time subject;
“Workplace Connect PoP” means a point of presence on the Workplace Connect System where Workplace Connect Equipment is sited, excluding the Premises and/or the Site;
“Workplace Connect System” means the System or systems operated by Workplace Connect which also includes, where applicable to any Internet Services provided under this Agreement, any system operated by an Associate;
“Workplace Connect Zone” means the national IP network that Workplace Connect operate in the United Kingdom.
“Miscellaneous Charges” means the miscellaneous charges set out in Schedule 2;
“Minimum Period” means the relevant duration of this Agreement to provide Internet Services to the Site as set out in the SOF. The Minimum Period shall be no less than 12 months from the Connection Commencement Date;
“Network Interface Device” is a network device that serves as the demarcation point between the Workplace Connect Zone and the Customer’s internal network, which allows LAN connected computers to connect to outside networks across the Workplace Connect Zone.
“Order Acceptance Form” means a form sent by the Workplace Connect provisioning team which contains confirmation of Workplace Connect’s acceptance of the SOF;
“Outage” means an event or action (not attributable to the act or omission of the Customer or arising at the request of the Customer), which prevents or restricts the passage of electronic communications signals across any Connection;
“Planned Outage” means an event or action that has been planned when network maintenance or upgrades may be required by Workplace Connect from time to time.
“Parties” means the Customer and Workplace Connect;
“Premises” means the building or buildings where Equipment is located, and whether or not occupied by the Customer;
“Public Internet Zone” means that portion of the Public Internet that lies beyond the Workplace Connect core Internet routers
“RFQ” means a request for quotation submitted by the Customer to Workplace Connect;
“Self Certification Notice” means a notice issued by Workplace Connect which when signed by Workplace Connect is conclusive proof of satisfactory installation of the Equipment;
“Service Fee” means such sum calculated with reference to Workplace Connect’s current charging rate and in accordance with clause 9.7 as shall be charged to the Customer in the event of maintenance services provided consequent on an event or events specified in sub-clause 9.6.1; 9.6.2; 9.6.3; which necessitates a callout by a Workplace Connect engineer;
“Service Level Agreement” means Workplace Connect’s standard Service Level Agreement from time to time attached as Schedule 1 and any other relevant service levels relating to a specific service set out in the Services Schedule;
“Service Demarcation Point” means an agreed interface on a piece of Equipment prescribed by Workplace Connect in a location agreed with the Customer whose purpose is handing over Internet Services from its own network to the Customer’s network.
“Services Schedule” the services schedule containing specific service levels and terms and conditions which relate to services other than the provision of Internet Services, which may include services provided by an Associate and/or third party supplier.
“Site” means the location where a Connection provided under this Agreement starts or terminates as set out as the A End Address and B End Address on the SOF. Where the Customer contracts for the supply of an IP VPN, the term Site shall also include references to all Sites specified on the SOF;
“SOF” means the service order form containing the details of the Internet Services and Connection to be supplied to the Customer, together with any additional SOF submitted by the Customer and accepted by Workplace Connect;
“Site Occupier” means the owner and/or landlord of a Site;
“Site Wayleave” means a wayleave agreement to be executed by Workplace Connect and the Customer and/or the Site Occupier in respect of the relevant Premises and/or the Site, if necessary, for Workplace Connect to provide Internet Services under this Agreement;
“System” means an electronic communication system;
“Tail Circuit” means a Connection on an electronic communications network provided by a supplier (other than Workplace Connect) between a Workplace Connect PoP and the Premises and/or the Site over which Workplace Connect will supply Internet Services;
“Viruses” means any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses, harmful or malicious code, and other similar things or devices;
“Working Day” means any day excluding Saturdays, Sundays and the usual bank holidays in England.
1.2 References herein to clauses are to clauses in this Agreement.
1.3 References in this Agreement to the “Site Occupier” shall (where applicable) include its respective successors (whether by operation of law or otherwise) and permitted assigns.
1.4 References in this Agreement to “day” shall be to a calendar day.
1.5 A reference in this Agreement to a statutory provision will, unless expressly provided otherwise, be interpreted as a reference to such provision as amended, consolidated, replaced or re-enacted.
1.6 In this Agreement unless the context otherwise requires:
1.6.1 Words in the singular include the plural and vice versa; and
1.6.2 Words importing any gender include all genders.
1.7 The headings are for convenience only and do not affect the interpretation of this Agreement.
1.8 References in this Agreement to a “person” shall include any person, partnership, firm, company, body corporate or corporation or organisation (as defined in the Companies Act 2006).
1.9 The words and phrases “other”, “including” and “in particular” shall not limit the generality of any preceding words or be construed as being limited to the same class as any preceding words where a wide construction is possible.
1.10 References to Workplace Connect in this Agreement shall include an Associate where such Associate provides any of the Internet Services.