ProNet Computers is a computer support company supplying professional computer installation, support, maintenance and outsource repair, based in Mansfield Notts.

Broadband T & Cs

1        Definitions

ProNet/Prima means ProNet Computers Limited or Prima IT Limited whose registered office is at Penniment Cottage, Abbott Road , Mansfield , Notts NG19 6LY.

‘Customer’ means the company or individual who places the order and uses the Services.

‘Telephone Line’ means the telecommunications circuit that the customer uses to obtain telecommunications services over the public switched telephone network at the site as notified by the customer to ProNet.

‘Agreement’ means these Terms, together with the order form.

‘BT’ means British Telecommunications PLC.

‘Installation Date’ means the date when ADSL service is installed in the site.

‘Consumer’ means a person who enters into a contract other than in the course of a business.

‘Customer Equipment’ means apparatus belonging to the customer not forming part of the ProNet equipment but which may be connected to the ProNet equipment.

‘Order Form’ means the ProNet application form, written customer order or e-mailed customer order.

‘ProNet Price List’ means the ProNet price list in force from time to time available on request.

‘ProNet Equipment’ means any apparatus or equipment provided by ProNet or any third party to the customer at the site to enable provision of the service under this agreement.

‘Site’ means the customer site where the service is to be received.

‘Service’ means the installation, connection and supply of a telecommunications circuit capable of supporting ADSL services at the site and the provision of telecommunications services over such circuit.

2        Commencement and Duration

This agreement will commence on the commencement date and shall continue for an initial period of 12 months and will automatically renew subject to termination under clause 12.

3        Provisions of the Service

3.1          ProNet shall provide or procure the provision of the service to the customer in accordance with the terms of this agreement. The customer acknowledges that it is technically impracticable to provide a fault free service and ProNet does not undertake to do so.

3.2          The provision of the service to the customer will be subject to the charactistics of the customer access connection and BT may determine that it is not possible to supply the service over the customers access connection. Where this is the case, ProNet will immediately terminate this agreement, ProNet will not be liable to the customer for such termination.

3.3          The customer acknowledges that during the installation of the ProNet equipment for the provision of the service the customer access connection may suffer a temporary loss of telephone service, and/or interference to any other access connection services, which shall be reinstated following installation ProNet will not be liable for any loss, interruption or interference during installation. The customer also acknowledges that any telephone socket extensions that are incorrectly wired may be disconnected during installation, without liability to ProNet.

3.4          Occasionally, ProNet and/or BT may have to interrupt the service or change the technical specification of the service for operational reasons (such as maintenance upgrades) or because of an emergency. In these circumstances where possible ProNet will give notice to the customer of any such interruption however, the customer shall have no claim against ProNet for any such interruption.

3.5          Except as otherwise expressly permitted under this agreement, the customer may not:

·         modify the service without ProNet’s prior written consent

·         redistribute, copy or use the service, or transfer rights to the use of the service to any third party

·         disclose details of the service, to any third party without ProNet’s prior written consent

·         use the service except in conjunction with ProNet’s recommended operating guidelines

3.6          ProNet shall use its reasonable endeavours to comply with the customer’s reasonable requests in respect of the installation but ProNet or BT’s decision of the routing of cables and wires and the positioning of outlets and other apparatus constituting the ProNet equipment shall be final and binding.

3.7          ProNet shall use all reasonable endeavours to provide and install or procure the provision and installation of the ProNet equipment at the site so that the service can be provided on or before any installation date specified or agreed to by ProNet. Any installation date is an estimate only and ProNet shall not be liable for any failure to meet such installation date.

3.8          Installation of the service may be subject to a survey carried out by ProNet or BT and the service may not be provided where the survey carried out, is incomplete or unsatisfactory.

4        Use of the Service

4.1          The customer must not use the service:

·         in a way that does not comply with the terms of any legislation or any licence applicable to the customer or that is in any way unlawful or fraudulent or has any unlawful or fraudulent purpose or effect

·         in connection with the carrying out of a fraud or criminal offence against ProNet, or any public telecommunications operator

·         to send, knowingly receive, upload, download, use or re-use any material which is abusive, indecent, defamatory, obscene or menacing or in breach of any copyright, confidence, privacy or any other rights

·         to send to procure the sending of unsolicited advertising or promotional material other than in the case of the customer to its own customers

·         in a way that does not comply with any instructions ProNet or BT has given or

·         in a way that in ProNet’s reasonable opinion could materially affect the quality of the service, including the service, provided by ProNet or BT

4.2          ProNet will be entitled to suspend the service or terminate the agreement where ProNet, in its absolute discretion, believes the customer is in breach of any provisions of clause 4.1.

4.3          The customer acknowledges and accepts the following technical limits relating to the

          service:

• transmission performance of some metallic local loops will mean it is technically impracticable to provide service to all customers within the service availability area
• currently, until such time as ProNet advises otherwise, the service cannot be provided over the same access connection as certain other telecommunications services as listed on the ProNet website.
• the service is not available to sites where all or part of the access connection is provided over fibre optic or radio systems
• that the service may also affect the performance of some PSTN customer premises equipment.
• that some technical limitations may not become apparent until after the service has been installed and working for some time. In such circumstances the service for some individuals may need to be withdrawn.

4.4          In the circumstances referred to the Clause 4.3 ProNet will have no liability to the customer relating to the provision of the service (or ProNet’s inability to provide the service), the performance of the service, its effect on other services or equipment or the withdrawal of the service.

4.5          The customer will co-operate with ProNet’s reasonable requests for information regarding the customer use of the service and supply such information without delay.

5        Charges

5.1          The charge for the service will be calculated in accordance with the ProNet price list. Charging will begin on the commencement date for the service. Charges will be calculated in accordance with details, recorded by, or on behalf of, ProNet.

5.2          The customer will pay invoices for set up fees, equipment and installation immediately on receipt of invoice. Payment for ADSL services will be made in advance. If paying for a full years’ service, payment will be received by ProNet before the service commences. Subsequent years’ services will be invoiced in advance and payment received before commencement of the respective year’s service. If paying monthly an initial payment equivalent to 2 months service will be made in advance, monthly payment will commence one calendar month subsequent to the initial payment, by standing order and continue until the contract is terminated. ProNet may charge daily interest on late payments at a rate equal to 4% per annum above the base-lending rate of Lloyds TSB.

5.3          All charges exclude Value Added Tax (VAT) at the applicable rate, unless stated otherwise.

5.4          ProNet may also make additional charges (on the basis of additional charges detailed in the ProNet price list) on its own behalf or on behalf of a BT in the following circumstances:

·         where incorrect information supplied by the customer means it is technically impractical to provide the service over the customers access connection, an abortive visit charge may be charged.

·         where it is necessary to relocate the existing telephone master socket to provide the service

·         where ProNet or BT are unable to gain access to the site to carry out installation of the service or the installation is aborted an abortive visit charge may be charged

·         where certain order information provided by the customer is illegible, inaccurate or incomplete an administration fee will be charged

·         where ProNet or BT provide support to the customer outside normal support times in supply of the service

·         Where a fault relates to equipment other than the supplied equipment

6        Customer Obligation

6.1          To allow the installation and use of the ProNet equipment at the site, the customer will  at the customer’s own expense:

·         obtain all necessary consents, including consents for any necessary alterations to buildings

·         take up or remove, any fitted or fixed floor coverings, ceiling tiles, suspended ceiling and partition covers, as ProNet or BT advises are necessary, and carry out afterwards any making good or decorator’s work required; and

·         provide any electricity and connection points required by ProNet or BT.

The criteria above must be completed in advance of any installation work. 6.2      The ProNet equipment shall remain the property of ProNet or the supplier of such equipment (including BT) and the customer shall at all times make clear to third parties that the same is the property of ProNet or a third party supplier of such equipment. ProNet may modify, substitute, renew or add to the ProNet equipment from time to time at its absolute discretion.

6.3        ProNet shall supply the customer with the relevant information to enable the customer suitably to prepare the site for delivery and installation of the ProNet equipment. The customer shall at their own expense provide suitable accommodation, assistance, facilities and environmental conditions for the ProNet equipment and all the necessary electrical and other installations and fittings.

 6.4       A secure electricity supply is required at the premises for the installation, operation and maintenance of the ProNet equipment at such points and with such connections as specified by ProNet. Unless otherwise agreed, this power supply is to be provided by the customer. ProNet shall not be responsible for interruption or failure of the services caused by a failure of such power supply.

6.5        The customer is responsible for the ProNet equipment and must not add to, modify or in any way interfere with it nor allow anyone else (other than someone authorised by ProNet) to do so. The customer will be liable to ProNet for any loss or damage to the ProNet equipment, except where such loss or damage is due to fair wear and tear or is caused by ProNet, or anyone acting on ProNet’s behalf.

6.6          Any customer equipment connected to or used with the service must be connected and used in accordance with any instructions, safety and security procedures applicable to the use of that equipment. Any equipment which is attached (directly or indirectly) to the service must be technically compatible with the service and approved for that purpose under any relevant legislation or telecommunications industry standards.

6.7          To enable ProNet to carry out its obligations under this agreement, the customer will at all reasonable times provide ProNet employees, and anyone acting on ProNet’s behalf including BT, who produces a valid identity card, with access to any site and any other premises outside ProNet’s control. ProNet will normally only require access during its usual working hours but may, on reasonable notice, require the customer to provide access at other times. ProNet may agree to work outside its usual working hours, but the customer must pay ProNet’s additional charges for doing so as detailed in Clause 5 and the ProNet price list

6.8          If through no fault of ProNet, ProNet is unable to carry out an installation at, or gain access to, the site or the installation is aborted, ProNet will notify the customer nominated contact and may raise an abortive visit charge.

6.9          The customer hereby irrevocably gives permission to ProNet or BT and its employees, agents or contractors to:

·         execute any works on the premises, for, or in connection with, the installation, maintenance, or removal of the ProNet equipment

·         keep and operate telecommunications apparatus installed on, under or over the premises

·         enter the premises to inspect any telecommunications apparatus kept on, the site or elsewhere for the purposes of providing the service. Where this agreement or the service is terminated for any reason ProNet or BT will be entitled to enter the site to remove ProNet equipment installed there.

6.10      The customer undertakes:

·         to comply with all the instructions ProNet may notify to the customer for the use of the ProNet equipment

·         not to allow the ProNet equipment to be repaired or maintained other than by an authorised representative of ProNet

·         not to damage the ProNet equipment and not add modify or any way interfere with the performance of the ProNet equipment

·         not to attempt to sell the ProNet equipment

·         not to remove any identification mark affixed to the ProNet equipment showing that it is the property of ProNet or any other third party supplier of such equipment

6.11      The customer shall be responsible for the repair and maintenance of any customer apparatus used in order to obtain or the use the service

7        Support of the Service

Technical support for the service is available by telephoning 01623 811920 or e-mailing info@pronetcomputers.com  Technical support is available during normal ProNet office hours

8        Intellectual Property Rights

8.1          The customer acknowledges that the customer shall have no rights to any intellectual property rights arising as a result of any use of the service.

8.2          Any and all intellectual property rights used or embodied in or connection with the service shall be and remain the sole property of ProNet or ProNet’s licensors. No title or intellectual property rights therein or any modification or extension thereof shall pass to the customer unless specifically stated under the agreement.

8.3          The customer acknowledges such title, interest and rights and the customer shall not take any action to jeopardise, limit or interfere in any manner with ProNet (or any third party suppliers) title, interests or rights with respect to the service, including but not limited to, using ProNet’s or BT’s trademarks or trade name.

8.4          Where software is provide to enable the customer to use the service, ProNet grants the customer, for the duration of this agreement, a non-exclusive, non-transferable license to use the software for that purpose.

9        Warranties

9.1          The service will be provided without warranty or representation of any kind, whether express or implied. ProNet disclaims and excludes all such warranties and representations including without limitation any warranty or representation that the service is free of defects, of satisfactory quality, fit for a particular purpose or non-infringing of third party rights. The customer accepts all risks and liabilities associated with the use of the service.

10  Limitation of Liability

10.1      Nothing in this agreement shall exclude or limit liability for death or personal injury             from the negligence of either party or their servants, agents or employees.

10.2      Neither party shall be liable in contract, tort, pre-contract or other representations (other than fraudulent or negligent misrepresentations) arising out of or in connection with this agreement for:

• any economic losses (including without limitation, loss of revenues, profits, contracts or business) or
• any special, indirect or consequential losses or any destruction of data, arising out of or in connection with the provisions of this agreement

10.3.1      Subject to Clauses 10.1 and 10.2 ProNet’s liability to the customer in contract, tort, negligence, pre-contract or other representations arising out of or in connection with this agreement or the performance or observation of its obligations under this agreement shall be limited in aggregate to the charges paid, by the customer under this agreement.

10.4            Each provision of this Agreement, excluding or limiting liability, operates separately.

If any part is held by a court to be unreasonable or inapplicable, the other parts shall continue to apply.

10.5            The customer indemnifies ProNet and its suppliers including any BT against any

claims or damages arising from the customers access to or use of the service and any information, data or material produced, transmitted or downloaded on the service.

11  Force Majeure

11.1       If either party is unable to perform any obligation under this agreement because of a matter beyond that party’s reasonable control such as lightening, flood, exceptionally severe weather, fire, explosion, war, civil disorder, industrial disputes (whether or not involving that party’s employees), or acts of local or central Government or other competent authorities or events beyond the reasonable control of that party’s suppliers, the party will have no liability to the other for that failure to perform.

11.2   If any of the events detailed in paragraph 11.1 continue for more than 3 months either

         party may serve notice on the other terminating this contract.

12  Termination

12.1       The customer may terminate this agreement after the initial term by giving 2                 calendar months written notice to ProNet.

12.2       Either party may terminate this agreement or the service provided under it     immediately, on notice, if the other

• commits a material breach of this contract, which is capable of remedy, and fails to remedy the breach within 15 days of a written notice to do so
• commits a material breach of this contract which cannot be remedied;
• is repeatedly in breach of this contract; or
• is the subject of a bankruptcy order, or it becomes insolvent, or makes any arrangement or composition with or assignment for the benefit of their creditors, or goes into voluntary (otherwise than for reconstruction or amalgamation), or compulsory liquidation or a receiver or administrator is appointed over their assets

12.3      If any of the events detailed in 12.2 occur as a result of customer default, ProNet

may suspend the service without prejudice to its rights to terminate this contract. Where the service is suspended under this paragraph 12.3 the customer must pay the charges for the service until the contract is terminated.

ProNet may terminate this agreement immediately upon written notice to the customer if;

• ProNet is informed by BT supporting the service that BT is required to cease the service by a competent regulatory authority; or
• BT supporting the service ceases to do so for whatever reason or changes the terms of its provision of telecommunications services to ProNet for the service beyond the reasonable control of ProNet.
• The customer fails to comply with any of the material terms or conditions of the agreement and the customer does not remedy such failure within 15 days of a request to do so.

12.4      Upon termination of this agreement the customer shall immediately stop using the     service and the customer right to use the service shall immediately terminate.

12.5      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.

13  Confidentiality

13.1The parties will keep in confidence any information (whether written or oral) of a

confidential nature (including software and manuals) obtained under or in connection with this agreement or the service and will not without written consent of the other party disclose that information to any person (other than their employees, or professional advisers, or in the case of ProNet the employees of ProNet Computers Limited or their suppliers, who need to know this information)

13.2     This Clause 13.1 will not apply to;

• any information which has been published other than through a breach of this agreement
• information lawfully in the possession of the recipient before the disclosure under this agreement took place
• information obtained from a third party who is free to disclose it; and
• information which a party is requested to disclose and, if it did not, would be required by law to do so.

13.3This Clause 13.1 will remain in effect for 2 years after the termination of this

Agreement

14  Data Protection

14.1       ProNet and the customer each agree to comply with their respective obligations

under applicable data protection legislation and maintain all relevant registrations, including (in relation to the customer) such registrations and consents as the customer should obtain and maintain to enable ProNet to process personal data in connection with the performance by ProNet of its obligations under this contract.

14.2       The customer agrees that ProNet may put their name and other details obtained from the order form into a computerised directory for internal use and enable ProNet to provide the service

14.3       Rights of subject access will be in accordance with the Data Protection Act 1998 and

upon request in writing and payment of the appropriate fee.

14.4       Any and all data supplied by customers is held in accordance with ProNet’s current

privacy policy available at www.pronetcomputers.com

15Consumers

Where you are purchasing the service as a customer the exclusion of the implied terms in Clause 9 and the provisions of Clause 14.1 will not apply.

16  Notices

16.1.          Notices given under this agreement must be in writing and may be delivered by

Hand, or by courier or first class post the following addresses

16.1.1   To the ProNet address of the ProNet office shown on the order form or any

            alternative address which ProNet notifies to the customer

16.1.2      To the customer address to which the customer asks ProNet to send invoices,

The address of the customers premises, or, if the customer is a limited company, its

Registered office.

17  General Provisions

17.1       The agreement will substitute the entire agreement between the parties and will

supersede all prior and contemporaneous agreements, communications and representations (except for fraudulent or negligent misrepresentations) whether oral or written, between the parties.

17.2       A person who is not party to this contract has no right under the Contracts (Rights of

Third Parties) Act 1999 to enforce any term of this contract, but this does not affect any right or remedy of a third party which exists or is available apart from that Act.

17.3       In the event of a dispute between the parties, the parties will attempt in good faith

to resolve the dispute or claim arising out of or relating to the agreement promptly through negotiations between the respective representations of the parties who have authority to settle the same.

17.4       If any provision of the agreement (whether in part or in whole) is held by court of

Competent jurisdiction to be illegal, invalid or unenforceable the remaining provisions of the agreement shall remain in full force and effect.

17.5       Any waiver of any breach of any provision of the agreement  will not constitute a

Waiver of any prior, concurrent or subsequent breach of the same or any other provisions of the agreement.

17.6   The customer may not assign or otherwise transfer, by operation of law or otherwise, the agreement or any rights or obligations therein without the prior express written consent of ProNet.

17.7    The headings to the sections of this agreement are for convenience only

18  Law

The agreement shall be governed by the laws of England and the parties submit to the non-exclusive jurisdiction of the Courts of England.

To contact ProNet Computers:

Dial 01623 811920 or email info@pronetcomputers.com

ProNet Computers, Problem Free IT