Terms and Conditions

Introduction

We are communications providers of wholesale infrastructure network services and supporting hardware. These are the Terms and Conditions that can be read on our website that will apply to any quotation or estimate that you accept, and your confirmation or order shall be regarded as an acceptance in full of all of the Terms and Conditions set out herein without amendment.

Application to your Agreement

1. These Terms and Conditions apply to the provision of the services and any materials detailed in our quotation (Services) by (We or us) to the person buying the Services (you)
2. You are deemed to accept the Terms and Conditions when you accept our quotation or from the date of any performance of the Services (whichever happens earlier) and these Terms and Conditions and our quotation (the Contract) are the entire agreement between us.
3. You acknowledge that you have not relied on any statement, promise or representation given by or on our behalf. These Conditions apply to the Contract to the exclusion of any other terms that you try to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

Definitions & Interpretation

4. “the Company”. “We” or “us” means London Gateway Networks Ltd trading as LG Networks
5. “the Customer” “You” means the person detailed on the Customer Order Form who is buying/ renting hardware and services from us
6. “the Customer Order Form” means the document to which these terms and conditions apply, and which specifies the extent of our services and the price thereof
7. “the Services” means rental network services, hardware and maintenance services and these are detailed on the Customer Order Form or as particularly specified in these Terms and Conditions
8. “Initial Minimum Term” means the initial period for which this contract will run as set out in the Customer Order Form. Terms start from the installation date, not the date the order is signed.
9. The headings in these Terms and Conditions are for convenience only and do not affect their interpretation.
10. Words imparting the singular number shall include the plural and vice versa.

Services

11. We warrant that we will use all reasonable care and skill in our provision of a level of maintenance service as specified in the Customer Order Form excluding any mobile, portable, cordless and ancillary items such as headsets
12. We shall be entitled to make any changes to the Services which are necessary to comply with any applicable law or safety requirement, and we will notify you of this if this is necessary.
13. We will use our reasonable endeavours to complete the performance of the provision of Services within any time agreed to as set out in the Customer Order Form however, such time shall not be of the essence in the performance of our obligations.
14. The quotation includes essential making good after fitting/installation but does not include redecoration and ancillary works such as re-fitting, curtain rails, alarms telephone points etc.
15. These Terms and Conditions apply to the supply of any goods as well as Services unless we specify otherwise.
16. All Services shall be provided between the hours of 9am to 5.30pm Monday to Friday inclusive but excluding bank and public holidays unless you have opted to pay for out of hours cover.

Your Obligations

17. Unless specifically agreed with us to the contrary you must obtain any permissions, consents, licences or otherwise that we need, and you must give us together with access to any and all relevant information, materials, properties and any other matters which we need to install and provide the Services.
18. If you do not comply with Clause 17, we can terminate the Services and in the event that your landlord or any superior landlord will not grant a wayleave for an ISP to bring services into building you will be liable for any charges in accordance with Openreach standard terms.
19. We are not liable for any delay or failure to provide services if this is caused by your failure to comply with the provisions of this section (Your obligations)

Hardware

20. Hardware must be housed in a suitable environment with a temperature not outside of 0-30 degrees centigrade.
21. Hardware must be supported by an Uninterruptable Power Supply (UPS) providing at least 1 hour back up. The UPS can be supplied by The Company or a third party in line with our requirements.
22. Network power outages or deliberate disconnections from the power supply and any resulting loss of programming are not covered under the terms of this agreement.
23. We reserve the right to suspend services and/or limit system hardware or network capabilities in the event that an invoice for related services becomes overdue according to agreed invoice terms.
24. We will require the hardware systems to be accessible via the internet through a secure remote link at all times. The link shall be made available for maintenance of the hardware and will not be used by us for any other purpose.
25. Relocation, programming or any adjustment of maintained equipment by any party other than the Company will invalidate all maintenance cover without return of any maintenance payments made.
26. The customer shall notify in writing any additions or changes to the equipment that have been carried out by any persons other than the Company.

Mobile Cellular Connections & Hardware

27. All relevant standard terms and conditions detailed in this document also apply to all mobile and cellular connections.
28. Damage to supplied mobile handsets however and wherever it occurs remains the responsibility of the account holder and we accept no responsibility for any damaged caused and accept no liability for costs associated to repair or replacement of any hardware. You are reminded that the full term of the payment contract remains, even if the handset is unusable.
29. You must accept full responsibility for all usage charges on your mobile cellular account including agreed contracted costs as well as all out of bundle additional charges however and wherever they occur including any costs resulting from the loss or theft of your handset or SIM.
30. You must immediately report a lost or stolen SIM card or phone carrying your accounts SIM card and you remain liable for all costs until you have it confirmed to you by us that your SIM has been blocked.

Network Services Service Level Agreements

31. The Company is registered with OFCOM under reseller identification code FLC as a communications provider of wholesale infrastructure network services provided to us by, but not limited to, BT Openreach, Talk Talk Business, Vodafone & Virgin. Ultimate provision of network services including installation of PSTN, ISDN, SIP, ADSL & leased line internet provision falls to these providers and whilst we manage the channel process, we accept no responsibility for any delay, disruption or expense caused by the network infrastructure providers.
32. Telephone line network services offer various resolution times dependent on the service level selected and paid for by the customer. They are as follows:

Level 1: Resolution by 23:59 day after next, Monday-Friday

excluding bank holidays

Level 2: Resolution by 23:59 next day, Monday-Saturday

excluding bank holidays

Level 3: Report by 13:00 resolution by 23:59 same day.

Report after 13:00 resolution by 12:59 next day, seven days a week,

including bank holidays

Level 4: Resolution within 6hrs 24hrs a day 365 days a year (the site

must be accessible 24/7)

33. Basic broadband ADSL internet services carry an SLA of 40 working hours. We strongly suggest customers consider upgrading from Standard Care to either Enhanced Or Premium or make provision for a temporary service in the event of lengthy disconnection.

a. Standard care offers fault resolution within 40 working hours (M/F, 9-5) and comes free with all circuits.

b. Enhanced care offers fault resolution within 20 hours, 24x7x365

c. Premium care offers fault resolution within 8 hours, 24x7x365 – 34 dedicated Fibre Optic Leased Line services carry 2hr response, 5hr fix, 24hrs a day, 365 days a year.

34. We can accept no liability for loss of business caused from disconnection from any network service.
35. Openreach AM service appointments are 8am to 1pm or PM are from 1pm to 6pm. Failure to attend an agreed appointment will lead to missed appointment charges being levied by Openreach.
36. All reports of line faults will require your cooperation for first line support and testing prior to being passed to network level. These preliminary tests DO NOT form part of the resolution times for SLA’s.

Phone System & CCTV Equipment Service Level Agreements

37. Our standard service level guarantees response within 4 hours of our stated working hours in accordance with clause 16 hereof
38. Other service response times are only valid if stated on the customer order form and the appropriate tariff uplift had been paid. Please note that cover does not apply to the repair or replacements of minor components (affecting a single user). These will normally be exchanged by courier the next day.
39. 24/7 cover were selected by the customer applies to catastrophic system failure only. Catastrophic failure is defined as a failure that affects all system users. Minor issues will be resolved next working day in line with our standard terms.
40. We reserve the right to suspend services and/or limit system capabilities in the event that an invoice for related services becomes overdue according to the payment terms of the invoice.
41. We shall not be obliged to carry out any repairs or provide replacement equipment or alterations due to wilful act, default, negligence, or the use of supplies or work carried out not approved by us.
42. We reserve the right to levy charges for engineer time invested to customer sites and equipment investigating a reported fault that subsequently transpires to be relating to another service providers equipment or service provision.
43. We reserve the right to levy additional charges for any ad-hoc service support provided outside the hours covered under your standard agreed terms.
44. In the event that you call us out to correct a fault that in any way arises from equipment not supplied or contracted to be maintained by us or if a fault arises from your own actions in attempting to deal with such fault we will be under no obligation to deal with such a fault and whether we do or do not deal with the fault or if no fault is found you will be charged in accordance with clause 51.d.

Security

45. Whist all reasonable measures are taken at both network & manufacture level to provide a secure environment security of your service and/or equipment is ultimately the end users responsibility. The Company accepts no liability for any direct, indirect or associated cost incurred by network or hardware hacking or other unauthorised costs/use.
46. All systems must be protected by up to date, professional firewalls, anti-virus & malware protection although use of such services does not guarantee against unauthorised access and suitable insurance should be sought to cover such illegal activity.
47. It is your responsibility to regularly change robust passwords to reduce the likelihood of cyber-attack.
48. In the interest of total clarity, any cost incurred by you, the end user, as a result of illegal or unauthorized access to your systems or network, however it should occur, will be due in line with usual payment terms.
49. Inclusive packages are subject to our fair usage policy and do not cover fraudulent calls which remain payable as standard terms.
50. You must keep us informed of any change in your physical address so we can inform 999 emergency services. Failure to do so could result in a fine of up to £50,000.

The Price

The Price for the Services is set out on the Customer Order Form

51. In addition to the Price, we can recover from you: –

a. Reasonable incidental expenses including, but not limited to, travelling expenses.

b. Any increase in the cost of services provided by third parties after the commencement of this contract shall entitle us to pass on to you such increase in our absolute discretion.

c. The cost of any materials required for the provision of the Services.

You must pay us for any additional services provided by us that are not specified in the quotation which, if not agreed between us, shall be at our then current applicable rates in effect at the time of the performance. Any final determination of the amount that we can charge shall be at our sole discretion.  The provisions of clause 17 also apply to additional services.

52. VAT may be charged at the rate prevailing at the time of the completion of the works.

Cancellation and amendment

53. We can withdraw, cancel, or amend a quotation if it has not been accepted by you, or if the Services have not been started within a period of 30 days from the date of the quotation (unless the quotation has been withdrawn).
54. Either party can cancel an order for any reason prior to your acceptance (or rejection) of the quotation.
55. If you want to amend any details of the Service you must tell us in writing as soon as possible. We will use reasonable endeavours to make any required changes and shall raise additional costs to be included in the Price and invoice to you.
56. Should you seek to amend details of the Services it shall be in our absolute discretion as to whether we consider such amendments to be viable or acceptable.
57. If you fail to make contact with us for a period of 30 days or if you instruct another business to carry out the Services, we shall be entitled unilaterally to cancel the contract, and cease provision of the Services forthwith.
58. If, due to circumstances beyond our control, including those set out in the clause below (Circumstances beyond the parties’ control), we have to make any change in the Services or how they are provided, we will notify you immediately. We will use our reasonable endeavours to keep any such changes to as minimum.
59. All materials and equipment on site which form part of the contract works shall remain the property of the Company until such time as the contract sum has been paid in full
60. If during installation a building is found to have any structural defects, infestation or in any other defect that could be regarded as serious in the sole discretion of the Company, the Company shall inform the customer and works will be postponed at the Customers expense until you have rectified the problem.

Payment

61. Standard terms of payment for equipment and infrastructure installations require 50% deposit on order with the balance due within 7 days of the completion of the installation.
62. Account terms of 30 days net are available upon request, subject to status.
63. Network services are due by the payment date indicated on your invoice via direct debit
64. Network services invoices paid by any method other than direct debit will attract a £12+VAT administration charge.
65. We reserve the right to disable equipment and or restrict service in the event of non-payment of outstanding accounts.
66. Retention of title: All goods remain the property of The Company and are held by the Customer as bailee only for the Company until the whole of the contract price is paid
67. When we are acting as your subcontractor, delays in payment from your client to you shall not affect nor influence our agreed terms. All equipment and materials installed into your client premises remain our property until our account is settled regardless of any payment difficulties you may be having with your client or the end user.
68. When lease funding is provided by a third party you shall lodge a 25% deposit with the Company to be returned upon the leasing company remitting funds to the Company Where we act as the introducer, you authorise us to act on your behalf as necessary.
69. Time for payment shall be of the essence of the Contract.
70. We will apply the Late Payments of Commercial Debts (Interest) Act 1998, the Late Payment of Commercial Debts Regulations 2002 and the Late Payment of Commercial Debts Regulations 2013. This means that if you do not pay us on time, we may charge you extra.  Where the above-mentioned Acts and Regulations do not apply, we will be entitled to charge interest on all outstanding monies at the rate of 5% over Bank of England base rate prevailing at the time the monies become due.
71. All payments due under these Terms and Conditions must be made in full without any deduction or withholding except as required by law and neither of us can assert any credit set off or counterclaim against the other in order to justify withholding payment of any such amount in whole or in part.
72. Failure to make any payment on the due date in accordance with these Terms and Conditions will entitle us to suspend any further provision of the Services and cancel any future Services which have been ordered by or otherwise arranged with you.
73. Any alterations in payment terms will only be valid if it is agreed in writing between us.

Sub-Contracting and assignment

74. We can at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of our rights under these Terms and Conditions and can sub-contract or delegate in any manner any or all of our obligations to a third party.
75. You must not, without our prior written consent, assign. transfer, charge sub-contract or deal in any other manner with all or any of your rights or obligations.

Termination

76. Either party may terminate the contract after the Initial Minimum Term by giving the other written notice of not less than 30 days for all Services save In the case of a customer notice relating to lease line internet services which require 90 days’ notice.
77. We can terminate the provision of the Services immediately if you:
    1. commit a material breach of your obligations under these Terms and Conditions; or
    2. fail to make payment of any amount due under the Contract on the due date for payment; or
    3. you are or become or, in our reasonable opinion are about to become the subject of a bankruptcy order or take advantage of any other statutory provision for the relief of insolvent debtors; or
    4. enter into a voluntary arrangement under part 12 of the Insolvency Act 1986, or other scheme or any other scheme or arrangement is made with your creditors; or
    5. convene any meeting of your creditors, enter into voluntary or compulsory liquidation, have a receiver, manager, administrator or administrative receiver appointed in respect of your assets or undertakings or any part of them, any documents are filed with the court for appointment of an administrator in respect of you notice of intention to appoint an administrator is given by you or any of your directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B12 of the Insolvency Act 1986) a resolution is passed or petition presented to any court for your winding up or for the granting of an administration order in respect of you, or any proceedings are commenced relating to your insolvency or possible insolvency.

Intellectual Property

78. We reserve all copy right and any other Intellectual Property Rights which may subsist in any goods supplied in connection with the provision of Services. In particular any photographs taken either in preparation for the design of or to record the Services provided taken by us.  We reserve the right to take any appropriate action to restrain or prevent the infringement of such intellectual property rights.

Liability and indemnity

79. Our liability under these Terms and Conditions, breach of statutory duty, and in tort or misrepresentation or otherwise shall be limited as set out in this clause.
80. The total amount of our liability is limited to the total price payable by you under the Contract.
81. We are not liable (whether caused by our employees, agents or otherwise) in connection with our provision of the Services or the performance of any of our other obligations under these Terms and Conditions or the quotation for:
    1. any indirect special or consequential loss, damage, costs or expenses or;
    2. any loss of profits loss of anticipated profits; loss of business; loss of data; loss of reputation or goodwill; business interruption; or, other third-party claims; or
    3. any failure to perform any of our obligations if such delay or failure is due to any cause beyond our reasonable control; or
    4. any losses caused directly or indirectly by any failure or breach in relation to our obligations in relation to which and without prejudice to the generality of this Sub-Clause arises from a failure by you to check all materials submitted to you by us for approval resulting in any errors in the final form of the product; or
    5. any losses arising directly or indirectly from the choice of Services and how they will meet your requirements or your use of the Services or any goods supplied in connection with the Services.
82. You must indemnify us against all damages, costs, claims and expenses suffered by us arising from any loss or damage to any equipment (including that belonging to third parties) caused by you or your agents or employees. In particular:

83. 1. all broadband circuits are subject to a disconnection charge equal to one month’s rental
    2. Failure to return the ISP router at the end of a rental term will incur a charge equal to the original supply value of the router
    3. In the event that you cancel a leased line order after the order form has been signed and/or the survey has been agreed, you will be liable to a penalty in accordance with the network providers standard terms.
84. Nothing in these Terms and Conditions shall limit or exclude our liability for death or personal injury caused by our negligence, or for any fraudulent misrepresentation, or for any matters for which it would be unlawful to exclude or limit liability.

Circumstances beyond the parties’ control

84. Neither of us is liable for any failure or delay in performing our obligations where such failure or delay results from any cause, that is beyond the reasonable control of that party. Such causes include, but are not limited to: power failure, Internet Service Provider failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, pandemic or other medical emergency, government action and other event that is beyond the control of the party in question, such as abnormal operation consequent upon a network inability to convey a signals  between items of equipment as well as radio or  electrical interference produced by other equipment and variations in electric or  telephone voltage

Communications

85. All notices under these Terms and Conditions must be in writing and signed by, or on behalf of, the party giving notice (or duly authorised officer of that party).
86. Notices shall be deemed to have been given:
    1. when delivered, if delivered by courier or other messenger (including registered mail) during the normal business hours of the recipient;
    2. when sent, if transmitted by fax or email and a successful transmission report or return receipt is generated
    3. on the fifth business day following mailing, if mailed by national ordinary mail; or
    4. on the tenth business day following the mailing, if mailed by airmail.

87. All notices under these Terms and Conditions must be addressed to the most recent address, email address notified to the other party.

No waiver

88. No delay or act or omission by a party in exercising any right or remedy will be deemed a waiver of that, or any other, right or remedy nor stop further exercise of any other right, or remedy.

Severance

89. If one or more of these Terms and Conditions is found to be unlawful; invalid or otherwise unenforceable, that those provisions will be deemed severed from the remainder of these Terms and Conditions (which will remain valid and enforceable.

Law and Jurisdiction

90. These Terms and Conditions are governed by and interpreted according to English Law. All disputes arising under these Terms and Conditions are subject to the exclusive jurisdiction of the courts of England and Wales.