Terms and conditions for the Ethernet service

The terms and conditions incorporated in this online order or attached order form ("the Order") constitute an addendum to the Company's Supply Agreement (Electronic Communications Services Agreement, Telecommunications Services Agreement, Switchless Resale Agreement, Carrier Services Agreement or Interconnect Agreement as the case may be). Defined terms used that are not defined in this Order shall have the meanings attributed to them in the Supply Agreement and any terms of such Supply Agreement not expressly amended by this Order shall continue to have full force and effect. In case of a conflict between the provisions of this Order and the Supply Agreement the order of preference shall be as follows:

  • 1) Order

  • 2) Supply Agreement

This Order applies when the Company purchases Club Talk's Ethernet Service, a description of which is to be found on the Club Talk Portal.

1. Applying for Initial Pricing

  • 1.1 Initial pricing for all Ethernet Services shall be obtained by the Company prior to submission of an order.

  • 1.2 Club Talk provides the Company with a unique referenced pricing quote. Initial prices for Ethernet Services are provided subject to the receipt of complete and valid information, as required by the online Ethernet Fibre Order Form.

  • 1.3 Initial prices are provided without Excess Construction Charges (as defined in clause 2.6 below) the requirement for which may become apparent during the order process.

  • 1.4 All prices generated by the pricing tool, although accurate at the time, are indicative only and subject to site survey. Definitive pricing can only be confirmed at point of order with the underlying access provider.

  • 1.5 All Broadband backup services are quoted subject to availability.

2. Ordering

  • 2.1 The ordering process for the Ethernet Service is set out in the Service Literature.

  • 2.2 The Company shall order the Ethernet Service through the Portal. In instances where orders cannot be placed on the Portal (as set out in the Service Literature) the Company shall order the Ethernet Service by first completing a Customer Requirements Form ("CRF") provided by Club Talk, and submitting the same to the nominated contact (as set out in the Service Literature) together with the Order.

  • 2.3 Club Talk shall validate any order received by whatever method before accepting it as an order. Club Talk reserves the right not to process a CRF which is incomplete or not completed in accordance with the guidance section of the CRF.

  • 2.4 Club Talk shall either provisionally accept or reject the order submitted by the Company. Club Talk shall not be obliged to give any reason for the rejection of an order. Provisional acceptance shall be provisional on any necessary site and installation surveys as set out in clause 6 below. Provisional acceptance shall not be binding on Club Talk as regards any desired installation or commencement dates which shall be indicative in nature only.

  • 2.5 Club Talk may, as part of its provisional acceptance of the order, impose special terms which will be advised to the Company in writing. Any such special terms shall be deemed to be a variation of the Order. In the event that Club Talk imposes such special terms the Company may cancel its order without penalty within 10 days of notification thereof by Club Talk.

  • 2.6 Club Talk may vary the initial pricing provided by the pricing tool (as set out in clause 1 above) by levying an additional charge where the provision of the Ethernet Service, or part thereof, requires the provision of resources that exceed the level of resource which would normally be required to supply such service ("Excess Construction Charges"). Club Talk shall notify the Company of any such Excess Construction Charges as set out in the Service Literature. The Company shall either accept such Excess Construction Charges, in which case they shall be deemed to be incorporated in the Order and a revised Order will be reissued to include such charges, or reject them, in which case the order will be deemed to be cancelled. If the Company neither accepts nor rejects the Excess Construction Charges the order will be automatically cancelled by Club Talk 14 days after notification of such charges. Although Excess Construction Charges are typically identified following site survey, it is possible in certain circumstances that they may arise later on during the provisioning process if, following an attempt to deliver the Service, additional infrastructure, work is required to provide the Service.

  • 2.7 Initial prices provided for the rental of IP addresses or for the installation of equipment by Club Talk are subject to subsequent change in the event that the prices charged to Club Talk by its supplier or sub-contractor are increased subsequent to the placing of the Order and before the service is activated. Any such price variation shall be restricted to the price variation actually suffered or enjoyed by Club Talk.

3. Service Provision

  • 3.1 Club Talk reserves the right not to provide the Ethernet Service to any site and to withdraw its provisional acceptance of an order for reasons including, but not limited to:

  • a) The distance between a site and the point of presence of Club Talk or its underlying service provider;

  • b) If a site survey finds that a site is not suitable for the provision of the Ethernet or Broadband based backup Service; or

  • c) If the Company does not agree to pay the Excess Construction Charges or any other Charges reasonably levied by Club Talk in addition to the Charges initially generated by the pricing tool.

  • 3.2 Subject to clause 3.1 above Club Talk will issue a final acceptance of the order to the Company. Such final acceptance will include the agreed date that installation of the Ethernet Service can be completed by Club Talk (the "Contractual Delivery Date").

  • 3.3 The Contractual Delivery Date may be later than the End User Required Date shown on the Order if a) the End User Required Date falls before the minimum order lead times, as set out in the Service Literature, or b) Club Talk encounters delays (including, but not limited to, complications connected with the site survey) which could not reasonably have previously been foreseen.

  • 3.4 On a date during the order fulfilment process which will be advised by Club Talk to the Company, Club Talk or its nominated sub-contractor will visit the End User site to install the network terminating equipment ("NTE"). Standard installation time is 3.75 hours. In the event that installation is extended beyond such time through no fault of Club Talk (including, but not limited to, unreadiness on the part of the Company or its End User, difficulty in accessing the site, non-availability of the named contact, necessity of decommissioning redundant hardware or lack of availability of the required power circuits) Club Talk shall be entitled to charge the Company with an additional twenty-eight per cent (28%) of the original installation charge for the first additional hour or part thereof and an additional one hundred per cent (100%) in the event that the installation time extends beyond 4.75 hours.

  • Within two working days of completion of the installation of the NTE the Service will be connected to the Club Talk network and, following the successful conclusion of a series of commissioning tests performed by Club Talk or its nominated sub-contractor, the Service will be deemed to be ready for use and Club Talk shall be entitled to invoice the Company for such Service from this date ("the Installation Date").

  • The "Service Commencement Date" is subject to the installation by the Company of the required router (whether such is supplied by Club Talk or not) and the completion of successful testing of the final installation with Club Talk and may be subsequent to the date when the Service is deemed ready for use as set out above. Where the Ethernet Service is being used to provide connectivity to an IP telephony service the Service Commencement Date will be further contingent on the Company having successfully completed all necessary work on the provision of such IP telephony service.

  • 3.5 Club Talk shall be responsible for the provision of the Ethernet Service including the Broadband backup Service where applicable up to the Service Demarcation Point, as defined in the Service Literature.

  • 3.6 Club Talk will use reasonable efforts to install the Ethernet (including Broadband backup where applicable) Service by the Contractual Delivery Date and perform the commissioning tests within two working days thereafter, all in accordance with the service levels set out in Appendix 1 to this Order. The Company acknowledges that all timeframes are estimates only and that

  • service levels are target service levels only. Except as set out in Appendix 1, Club Talk has no liability for any failure to meet the Contractual Delivery Date or for any failure to meet any service levels or to repair a fault within any given timeframe.

  • 3.7 The FTTC Ethernet Service requires a BT WLR3 line for service delivery. Club Talk will not accept an order for this Service if no such line is present. An order can be placed through Club Talk for the requisite line. This will be subject to a separate Charge.

  • 3.8 The PSTN directory number is required to place an order for the FTTC Ethernet Service and the line must to be installed at the service point before an FTTC Ethernet order is placed.

  • 3.9 The Broadband backup service requires a live BT WLR3 line clear of any other Broadband services for service delivery. This line must also be located within 2 metres of the Ethernet termination point and router location.

  • 3.10 The Broadband backup option is based on underlying Broadband technology and as such does not carry the same guaranteed service levels as the Ethernet Service. If the requirement is for a guaranteed secondary service then a secondary Ethernet Service should be considered.

  • 3.11 The Broadband backup Service is selected by the Club Talk pricing tool based on suitability. In the event that the backup Service should prove inadequate following installation, Club Talk will modify the backup Service to an alternative backup Service or cease the original backup Service and supply an alternative, backup Service where availability permits. Club Talk reserves the right to charge a reasonable price for the installation of any such alternative backup Service.

  • 3.12 Maximum line speeds for the Broadband backup Service are constrained by the maximum line speed WLR3 line speed subject to the availibility of the same as set out in BT's advertised coverage of exchanges in the UK.

  • 3.13 Simultaneous provision of the requisite BT WLR3 line together with Club Talk's Broadband backup option is not available.

  • 3.14 Where the Broadband backup Service is taken both the Ethernet primary Service and the Broadband backup Service will be delivered on the same day. If the Company or the End User opts to take delivery of these services on different days and also opts for the onsite router installation option, each visit will incur Club Talk's standard visit charge unless the Company and/or End user opts to connect the second service to the Club Talk provided router. For the avoidance of doubt where the Broadband backup Service is added to an existing Ethernet primary Service and the Company and/or End User requires the onsite router installation such addition and installation will be subject to Club Talk's standard charge for such work as detailed in its service literature.

  • 3.15 For a Fibre Ethernet with Fibre Ethernet backup Service, the actual resilient path of both fibre connections will only be confirmed following a site survey. In the event that, following such site survey, it is found that the two connections would have a shared route (or partial shared route) the Company has the option of cancelling the Order without penalty.

  • 3.16 For a Fibre Ethernet with an EFM backup Service, both services will terminate in the same exchange as it is not possible to route to different exchanges (Fibre with Fibre backup must be used for this requirement).

  • 3.17 FTTC Ethernet is not currently available as a backup to either Fibre Ethernet or EFM.

4. Service Cessation and Cancellation

  • 4.1 The Company may terminate the Ethernet Service or part thereof by following the procedure for termination set out in the Service Literature. Ethernet Service to a site may be terminated by the Company on 60 days' written notice to Club Talk provided that the minimum term (as set out in the Order) has expired.

  • 4.2 Club Talk may terminate the Ethernet Service or part thereof on 3 months' written notice to the Company provided that such notice extends the termination date beyond the end of the minimum term as set out in the Order for that circuit.

  • 4.3 Club Talk may terminate the Ethernet Service immediately by notice to the Company if required to do so by a direction of Ofcom.

  • 4.4 If the Company terminates the Ethernet Service or part thereof before the end of the minimum term Club Talk shall be entitled to invoice the Company with Club Talk's recurring Charges for that Service from the effective date of termination for the remainder of the minimum term.

  • 4.5 The Company agrees that if the Ethernet Service or part thereof is terminated for any reason it will inform the End User of that fact and that the End User needs to make alternative arrangements. This clause shall survive the termination of such Service.

  • 4.6 If the Company cancels an ordered Service or any part of it, notwithstanding that such order has only been provisionally accepted by Club Talk, the Company agrees to reimburse Club Talk for any costs it has incurred in preparing to deliver the Ethernet Service in addition to Club Talk's standard cancellation charge, which will be found in the Service Literature. Club Talk will take all reasonable steps to mitigate any such costs. If the Order includes any Excess Construction Charges such charges will be payable in full by the Company on cancellation of an ordered Service.

  • 4.7 If the Company or its End User cancels a planned installation after 12:00 p.m midday on the Business Day immediately prior to the installation date Club Talk shall be entitled to charge the Company with the full amount which it would otherwise have charged for the aborted installation or, in the case of planned out of hours installations, 1.5 times its standard installation charge for planned installations after 17:30 on Business Days and Saturdays and 2 times its standard installation charge for planned installations on Sundays.

  • 4.8 If the Company requests a change to the End User Required Date and/or the Contractual Delivery Date (and this has been accepted by Club Talk) and subsequently cancels the order any cancellation charge will be calculated on the later of the revised End User Required Date or Contractual Delivery Date, as the case may be.

  • 4.9 If the cancellation of the order is later than the agreed End User Required Date or Contractual Delivery Date due to Club Talk's failure to provide the Ethernet Service within a reasonable time, no cancellation charge will be levied.

  • 4.10 Any FTTC Ethernet Service will cease automatically if the underlying WLR3 Service is ceased. However the Company will remain liable for any recurring fixed Charges for the remainder of the fixed term of the affected FTTC Ethernet contract.

  • 4.11 Any FTTC broadband service is provided on a minimum 12 month term. Where a service is added to a live Ethernet primary connection that has a remaining contract period of less than 12 months, the FTTC broadband minimum 12 month term will still apply and Club Talk shall have the right to invoice the Company for any unexpired part of such minimum term should the Service be terminated within this period.

  • 4.12 Any FTTC/ADSL service terminated after the Service has been activated will be subject to Club Talk's standard termination charges.

  • 4.13 Any Ethernet Fibre Service terminated more than a day after order validation and acceptance receipt (KCI 1) by the Company will incur a termination charge equal to 10% of the installation cost on a one year contract. Ethernet Fibre Services terminated more than a day after the receipt of Excess Construction Charges by the Company (KCI 2) will incur a termination charge equal to 50% of the installation cost on a one year contract, excluding any terminated due to Excess Construction Charges. Ethernet Fibre Services terminated more than five days after receipt of the Contractual Delivery Date CDD by the Company (KCI 3) will incur a termination charge equal to 100% of the installation cost on a one year contract, excluding any terminated due to Excess Construction Charges.

5. Changes

  • 5.1 The Company may request a change to the bandwidth of an installed Ethernet Service as follows:

  • a) Once a month in respect of an upgrade in the overall bandwidth; or

  • b) Once in any 12 month period in respect of a downgrade in the overall bandwidth; or

  • c) Once a month in respect of a change to the capacity allocated to either the IP telephony service or the internet service where a converged service is being provided.

  • All such changes will be made in accordance with the lead times for such work set out in the Service Literature.

  • 5.2 Internal shifts are not part of the FTTC Ethernet or Broadband backup Service and must be ordered as part of the WLR3 service. Any shifts may impact on the FTTC Ethernet speed (in the form of either a slower or faster speed).

  • 5.3 Where more than one downgrade occurs in any one 12 month period, the monthly rental shall not be reduced for the second and any subsequent downgrades.

  • 5.4 The Charges where a second IP address range is taken are set out in the service literature and on the Portal.

6. Surveys and Installation

  • 6.1 Provision of the Ethernet Service will be subject to the completion of a satisfactory site survey by Club Talk or its sub contractor. The Company acknowledges that it will be necessary for Club Talk or its sub contractor to visit an End User site or sites to conduct such survey and for the purposes of installation.

  • 6.2 Where an appointment is made for Club Talk or its sub contractor to visit an End User site, including for the purposes of a site survey or for installation, and the visit cannot be successfully completed due to:

  • a) The inability of Club Talk or its sub contractor, through no fault of their own, to complete the work;

  • b) The inability of Club Talk or its sub contractor to gain access to the site or sites or any part thereof which is necessary for the work;

  • c) The appointment is broken by the End User or the Company; or

  • d) Any other reason where Club Talk or its sub contractor is not at fault,

  • Club Talk will charge the Company with its standard aborted visit charge.

  • 6.3 Unless otherwise agreed in writing between the parties the Company must agree an appointment for installation at a site within 14 days of notification by Club Talk of Club Talk's preferred installation date. In the event that the Company does not agree such an appointment, the appointment will be deemed to have been fixed for Club Talk's preferred installation date unless a revised End User Required Date is subsequently agreed.

  • 6.4 Site visits are subject to the site being within the United Kingdom (including Northern Ireland with the exception of Kingston upon Hull, Isle of Man, Isles of Scilly and the Channel Islands Club Talk shall be entitled to levy reasonable additional charges for site visits and installations where this is not the case

  • 6.5 It is the Company's responsibility to install a router at the End User's site or sites where this is required and neither Club Talk nor its designated sub contractor shall bear any liability for any delays in the provision of the Service due to delay in the installation of such router.

7. Service Assurance and Problem Management

  • 7.1 The Company's nominated contacts will be the only point of contact with Club Talk for the notification of faults with the Ethernet Service and their resolution. The Company acknowledges that Club Talk will not accept fault reports directly from an End User and agrees that it will advise its Customers and End Users to report all faults to the Company.

  • 7.2 Club Talk and/or the supplier of such equipment will provide the maintenance of any equipment installed on a site as part of the Service on the Club Talk side of the Service Demarcation Point.

  • 7.3 The Company will be responsible for initial fault diagnosis and will report a fault to Club Talk only where it reasonably believes the fault is not caused by any End User installed equipment or any malfunction on the End User side of the Service Demarcation Point. Club Talk shall be entitled to charge the Company with its standard abortive visit charge if a visit results in the fault being traced to any End User installed equipment or any such malfunction (or if Club Talk or its sub contractor fails to gain entry to the End User site). Club Talk shall also be entitled to invoice the Company for configuring, testing and despatching replacement routers in the even that no fault is subsequently found in the original router or its configuration (where provided by Club Talk) or where a fault has been incorrectly diagnosed by the Company.

  • 7.4 The Company will report any faults using the procedure set out in the Service Literature.

  • 7.5 The Company is responsible for fault resolution for the underlying WLR element upon which any FTTC Ethernet Service operates.

  • 7.6 The fault resolution time for the FTTC Ethernet Service as set out in Appendix 1 does not include any time taken to first resolve any WLR faults affecting the availability or performance of the FTTC Ethernet Service. The target fault resolution time will commence from the time that it is established that the WLR line is in working order and is not affecting the FTTC Ethernet Service. It is recommended that the underlying WLR3 line be ordered with Service Maintenance Level 4 (6 hour fix) to allow for quick resolution of any faults relating to the WLR3 Service which affect the FTTC Ethernet Service.

  • 7.7 In the event of a fault on the primary Ethernet service, the Broadband backup services will automatically become effective. Use of the secondary backup service is not permitted other than in the event of a primary link failure. In the event of a failure of both the primary and secondary links, Club Talk will initially resolve the fault on the primary Ethernet link in accordance to the SLA as set out in the Service Literature.

  • 7.8 In the event of that the Company fails to connect both the primary and secondary services to either the Club Talk managed router or the End User's own router, the SLA will not come in to effect until such failure has been remedied.

8. Service Constraints

  • 8.1 The Company acknowledges and accepts that there may be certain technical limitations to the Ethernet Service as set out in clauses 8.2 to 8.4 below.

  • 8.2 There may be technical or geographical limitations which do not enable the Ethernet Service to be installed. Provision of the Service is conditional on a site survey when such limitations will normally become apparent. In the event that a site survey reveals that the required Ethernet Service cannot be installed Club Talk will cancel the order without charge to the Company.

  • 8.3 If during the commissioning of the Ethernet Service it is found that, despite the reasonable endeavours of Club Talk and/or its sub contractor, the agreed bandwidth performance cannot be achieved, Club Talk will cancel the order without charge to the Company.

  • 8.4 Certain technical limitations may not become apparent until after the Ethernet Service has been installed and has been working for some time. In such cases where no alternative solution can be found, Club Talk shall be entitled to withdraw the Ethernet Service and will issue a credit or credits to the Company for any Charges which have already been invoiced to the Company in relation to the Ethernet Service (save for any charges for abortive visits). For the avoidance of doubt it should be noted that the available IP throughput of a circuit will be lower than the standard port speeds advertised owing to management and encapsulation overheads. Successful conclusion of the commissioning tests performed by Club Talk or its nominated subcontractor shall be prima facie evidence that such management and encapsulation overheads are within normal parameters for the type of circuit concerned and no cancellation will be permitted under the provisions of paragraph 8.3 or 8.4 unless expressly agreed by Club Talk.

  • 8.5 In the circumstances referred to in clauses 8.2 to 8.4 above, and notwithstanding anything to the contrary in this Order or in the Supply Agreement, Club Talk shall have no liability to the Company for any failure to provide the Ethernet Service, the performance of the Ethernet Service, its effect on any other services or equipment or the withdrawal of the Ethernet Service, save as set out above.

  • 8.6 Orders for the FTTC Ethernet Service will only be accepted where the predicted line speed is greater than 2Mbps in the downstream direction. Any orders with a predicted line speed below this will be cancelled and any Charges invoiced to the Company will be credited.

  • 8.7 Actual available FTTC Ethernet line speed will be confirmed during the provisioning process. If the maximum upstream line speed is lower than originally ordered, Club Talk will process the order to allow the confirmed highest available downstream speed. For example, if a 20Mbps service is ordered but the maximum available upstream line speed is 18Mbps, the order will be processed as a 20Mbps service however the actual usable line speeds will be 20Mbps in the downstream direction and 18Mbps in the upstream direction.

  • 8.8 The FTTC Ethernet service offers guaranteed symmetrical bandwidth of up to 20Mbps. Club Talk will use all reasonable endeavours to provide a downstream bandwidth of greater speed where such is ordered but no fault report or cancellation will be accepted by Club Talk for any failure to achieve a downstream bandwidth greater than this speed.

  • 8.9 The Company acknowledges that bandwidth speeds may vary over time on an FTTC Ethernet circuit, especially immediately after first installation due to a number of technical considerations including, but not limited to, the distance between the End User site and the connection cabinet.

  • 8.10 It is the Company's responsibility to communicate the restrictions contained in clauses 8.8 and 8.9 above to the End User.

9. Equipment

  • 9.1 Equipment provided by Club Talk or by its sub contractors for the delivery of the Ethernet Service ("the Equipment") remains the property of Club Talk or its sub contractors, as the case may be, and neither the Company nor the End User shall acquire any property in it. Club Talk will provide the network terminating equipment and may provide the end user premises router where such has been ordered from Club Talk by the Company. In cases where the Company or the End User supplies such router Club Talk does not guarantee that any such router will be compatible with and/or suitable for use with the Ethernet Service provided by Club Talk. Club Talk shall be entitled to charge (at its then current standard rates) for any configuration or other work performed by itself or any of its sub contractors which is required to bring any router supplied by the Company or its End User into a state where it is compatible with the Ethernet Service.

  • 9.2 The Company shall (or shall procure that the End User shall) provide a suitable place, conditions, connection points and electricity supply for the Equipment according to Club Talk's reasonable instructions and carry out any site preparation work reasonably required by Club Talk.

  • 9.3 The Company shall (or shall procure that the End User shall) obtain all necessary third party consents required in relation to building alterations or additions, access to land or other permission required to install the Equipment or, where this is carried out by Club Talk or its sub contractor, shall render all reasonable assistance required by Club Talk.

  • 9.4 The End User is responsible for the Equipment and shall be liable to Club Talk for any loss or damage to it save where such loss or damage is caused by fair wear and tear, is caused by Club Talk, its sub contractor or anyone authorised to act on their behalf. The End User shall take all reasonable steps to prevent any damage to the Equipment and to prevent anyone (except anyone acting on Club Talk's or Club Talk's sub contractor's behalf) from adding to it, modifying it or interfering with it in any way.

  • 9.5 The Company shall include provisions equivalent to clauses 9.1 to 9.4 above in its contracts for the Ethernet Service with its Customers and End users.

10. Connection

  • 10.1 Any equipment connected to the Ethernet Service must be technically compatible with the Ethernet Service and connected and used in compliance with any applicable instructions, standards or laws. Any such equipment should not cause any damage to the Club Talk network, the Ethernet Service, the Equipment, any other customer's network or the network of any underlying service provider.

  • 10.2 The Company agrees to, and agrees to procure that its Customers and End Users will, only connect equipment to the Ethernet Service by using the CPE provided by Club Talk.

  • 10.3 If the Company, its Customers or its End Users become aware that any equipment connected to the Ethernet Service does not comply with the relevant instructions, standards or laws they should immediately disconnect the equipment or ensure its immediate compliance. Failure to disconnect non-compliant equipment will result in Club Talk disconnecting it at the Company's expense.

  • 10.4 Club Talk will not be liable for any failure to meet any service levels or any failure of the Ethernet Service or any other obligations if such failure has been found to be caused by the connection of any equipment other than in compliance with this clause 10.

11. Access

  • 11.1 Club Talk and/or its sub contractor will conduct any required site visits during normal working hours, that is to say between 08:00 and 17:00 Mondays to Fridays (excluding UK public and bank holidays). In the event that the Company requests a site visit outside such hours this will be the subject of an additional Charge. Such charge will not apply to visits to repair faults.

  • 11.2 The Company will procure that the End User will provide access to the site to Club Talk and/or its sub contractor for the purposes of site surveys, installation or otherwise as required for the provision of the Ethernet Service. The Company shall provide and procure that the End User provides a suitable and safe working environment for Club Talk's employees and authorised sub contractors at the site. The Company shall indemnify Club Talk and its sub contractors for death or personal injury claims or actions threatened or brought against them resulting from the Company's breach of this clause 11.2, save where such claim or action results from Club Talk's negligence or that of its employees, sub contractors or agents acting in the course of their employment or agency.

  • 11.3 Club Talk agrees to observe and ensure that its employees observe the Company's and/or the End User's reasonable security and safety requirements insofar as these are communicated to Club Talk or its employees.

  • 11.4 It is the responsibility of the End user to make good or re-decorate any areas of the site affected by the installation of the Ethernet Service save where any damage is caused by Club Talk's negligence in which case the limitation of liability provisions of the Supply Agreement shall apply.

12. Use of Service

  • 12.1 If Club Talk notifies the Company (or the Company becomes aware) that the Ethernet Service is being used in breach of the Use of Services provisions contained in the Supply Agreement the Company shall immediately inform the End User that the Ethernet Service will be disconnected if the breach continues. If the End User continues to use the Ethernet Service in breach the Company will immediately disconnect the Ethernet Service.

  • 12.2 If the Company uses the Ethernet Service in breach of the Use of Services provisions of the Supply Agreement or continues to supply the Ethernet Service to an End User who is in breach of such provisions Club Talk may suspend the Ethernet Service, insofar as is reasonable in the circumstances, without prejudice to Club Talk's rights of termination under this Order.

13. General

  • 13.1 The Company shall not use Club Talk's or Club Talk's sub contractors' name or any registered or unregistered trade marks or service marks of Club Talk or its sub contractors without the prior written consent of Club Talk. The Company shall ensure that contracts made between the Company and its Customers and End Users relating to the Ethernet Service are not represented as being with Club Talk or its sub contractors or branded with Club Talk's or its sub contractors' marks or logos but rather are clearly stated to be contracts between the Company and the Customer or End User, as the case may be.

  • 13.2 The parties undertake that in relation to their dealings with Customers and End Users and/or potential Customers and End Users they will not:

  • a) Represent themselves as each other and the Company will not represent itself as Club Talk's underlying service provider;

  • b) Misrepresent their relationship with each other or, in the case of the Company, with Club Talk's underlying service provider;

  • c) Misrepresent the nature and effect of their agreements with Customers and/or End Users; or

  • d) Assert that they have any authority to provide or promote any products or services on behalf of each other or, in the case of the Company, on behalf of Club Talk's underlying service provider.

  • The Company also agrees not to represent that the Ethernet Service is a service provided by Club Talk's underlying service provider or that the End User has access to a dedicated service provided by either Club Talk or its underlying service provider.

  • 13.3 If the Company is entitled to one or more service credits under the provisions of Appendix 1 the Company acknowledges that Club Talk's liability in relation to the subject of such service credits is limited to the amount of such credit.