Terms and Conditions of Business

Please find below our Terms and Conditions of Business. We advise that you read these carefully.

BETWEEN:

(1) MaxWiFi Limited of Unit 17, Wynford Industrial Estate, Romsey, Hampshire SO51 0PW (“the Company”), and

1. Recitals

1.1 The Client wishes to be provided with the services described paragraph 4.1 of this Agreement.

1.2 The Company and the Client have agreed that the Company will provide such services to the Client.

1.3 The terms upon which the services are to be provided are set out in this Agreement.

2. Definitions

The following terms shall have the following meanings:

2.1 “Conditions”: the provisions contained in clauses 4 to 14 below which shall be incorporated into this Agreement in their entirety

2.2 “Delegates”: the invitees of the Client to take part in the Event

2.3 “Deposit”: the non-refundable sum paid by the Client to the Company on the date of this Agreement as set out in Schedule 1 of this Agreement

2.4 “Event”: the occasion to be organised by the Client as set out in Schedule 1 of this Agreement

2.5 “Notice”: notice complying with the terms of clause 12.7

2.6 “Payment”: the amount listed in Schedule 1 of this Agreement payable by the Client to the Company for providing the services (including the Deposit)

3. Appointment

The Client instructs the Company to provide the services.
CONDITIONS

4. Company’s Obligations

4.1 Services to be provided by the Company

4.1.1 to provide internet connections & VoIP telephony services to the Client and the Delegates at the Event for the duration of the same;

4.1.2 to provide the necessary equipment to ensure provision of the service at 4.1.1, save that the Company will not provide computers;

4.1.3 to monitor the network connections throughout the Event;

4.1.4 at the request of the Client and Delegates, but at their own risk and without any liability for any damage or losses occasioned by the same, provide technical support to the Client or Delegates arising from the use of their own equipment. The Company shall have complete discretion over the level of such support provided and may in suitable cases refuse such support.

4.2 Secrecy

4.2.1 Not at any time to divulge or allow to be divulged to any person any confidential information relating to the business or affairs of the Client other than to persons who have signed a secrecy undertaking in a form approved by the Client;

4.2.2 Not to permit any person to assist in the provision of the services unless such person has signed such an undertaking.

4.3 Insurance

4.4.1 to maintain at its own cost a policy of insurance to cover the liability of the Company in respect of any act or default for which it may become liable under the terms of this Agreement;

4.4.2 to arrange that the total cover of that policy is £2.5 million

5. Client’s Obligations

5.1 in consideration of the services provided by the Company under paragraph 4 above in this Agreement, the Client agrees to make payments promptly without demand, deduction or set-off in accordance with Schedule 1;

5.2 to provide all necessary, reasonable facilities and permissions for the Company to perform its obligations under paragraph 4 above.

6. Cancellation

6.1 If the Client cancels the Event and hence the need for the Company’s services, such cancellation to be by written notice to the Company and only to take effect when received by the Company. When such cancellation notice is given at less than seven days the full balance of the Payment (if not already paid) shall immediately be paid by the Client to the Company and no reimbursement of any Payment received shall be due from the Company to the Client. When notice of such cancellation is received giving more than a weeks notice, then the Company will reimburse the Payment (less the Deposit) at the rate of ten per cent for each additional complete weeks notice given up to a maximum of one hundred per cent.

6.2 The Company reserves the right to cancel this contract if:-

6.2.1 the balance of the Payment has not been received by the Company by the date specified in Schedule 1;

6.2.2 due to circumstances beyond the control of the company including but not limited to war, terrorism, riot, industrial dispute or fire; in such circumstances the Company shall have no liability to refund any part of the Payment to the Client.

7. The Company’s Authority at the Event

7.1 The Client agrees on its own behalf and on behalf of each and every Delegate:-

7.1.1 that on behalf of the Client, the Company has sole authority to deal with the provision of internet connections and monitoring of the same, which includes the absolute right to terminate any individual Delegate’s or the Client’s connection without notice or without reason being given. The Company will be under no obligation to make good any losses occasioned by the termination of that connection;

7.1.2 Without Prejudice to 7.1.1 above, the Company has authority to give warning to all Delegates of the termination of such connection and has the right to check any equipment used by any Delegate in connection with the monitoring of such connections;

7.1.3 Client to comply with any reasonable request made by the Company to ensure its compliance with the terms of this Agreement given by the Company (or its employees, agents or contractors).

7.2 The Company reserves the right to request any Delegate to leave the Event if, in the reasonable opinion of the Company (or its employees, agents or contractors) the Delegate is behaving in such a manner as to endanger the internet connections. The Client agrees to procure that such request will be complied with by each and every Delegate. In such circumstances the Company will have no liability to the Client or Delegate for any refund of payment or compensation, costs or damages that may be incurred by the Client or the Delegate in the absence of any negligence on its part.

7.3 The Client shall provide all Delegates with a copy of this Agreement prior to the Event or will ensure that they are aware of the terms of the same.

8. VAT

8.1 All sums payable under this Agreement unless otherwise stated are exclusive of VAT and other duties or taxes.

8.2 Any VAT or other duties or taxes payable in respect of such sums shall be payable in addition to such sums.

9. Liability of the Client for Damage

The Client shall be liable for damage caused to any vehicles or equipment of whatsoever nature supplied by the Company for the purpose of the event and arising out of an act or omission of the Client or any Delegate.

10. Liability of the Company for Damage

10.1 The Company agrees to exercise all reasonable skill and care in the provision of the services supplied under clause 4.

10.2 The Company has no liability to the Client or any Delegate (other than liability for death or personal injury of a Delegate resulting from the Company’s negligence) for any loss or damage of any nature howsoever caused arising out of or in connection with the services supplied by the Company to the Client or Delegate or the property of the Client or Delegate unless otherwise covered by the public liability insurance carried by the Company at the date of the Event any such claim by the Client or Delegate being made on the terms and conditions of such insurance a copy of which is available upon request.

10.3 Without Prejudice to the foregoing, the Client understands that the Company relies upon providers of the local telecommunications network to enable the Company to perform this contract. In the absence of negligence on the part of the Company if such provider is unable to supply the lines required to enable the Company to supply the contracted supply under paragraph 4 above, there should be no liability on the part of the Company to the Client or to any Delegate for the failure or the delay in the supply of internet connections owing to this reason.

10.4 The Company shall not be liable for any loss or damage occasioned, for any viruses or corruption of data stored on any computers or any other equipment of the Client or any Delegate or any party whom the Client or Delegate communicates using the internet connections supplied by the Company.

11. Alterations in the Payment

Additional services requested by the Client and not included in Schedule 1 will be invoiced to the Client following the Event and payable within fourteen days of the date of the invoice.

12. Miscellaneous

12.1 Warranty
Each of the parties warrants its power to enter into this Agreement and has obtained all necessary approvals to do so.

12.2 Interest
All Payments due from the Client to the Company which are not paid on the due date (without prejudice to the rights of the Company under this Agreement) shall bear interest from day to day at the annual rate of 5% over the base lending rate of The Bank if England

12.3 Severance
If any provision of this Agreement is declared b any judicial or other competent authority to be void, voidable, illegal, or otherwise unenforceable the parties shall amend that provision in such reasonable manner as achieves the intention of the parties without illegality or at the discretion of the Company it may be severed from this Agreement.

12.4 Whole Agreement
Each party acknowledges that this Agreement contains the whole agreement between the parties and that it has not relied upon any oral or written representation made to it by the other or its employees or agents and has made its own independent investigations into all matters relevant to it.

12.5 Supersedes prior agreements
This Agreement supersedes any prior agreement between the parties whether written or oral and any such prior agreements are cancelled as at the date of this Agreement but without prejudice to any rights which have already accrued to either of the parties.

12.6 Change of address
Each of the parties shall give notice to the other of the change or acquisition of any address or telephone telex or similar number at the earliest possible opportunity but in any event within forty eight hours of such change or acquisition.

12.7 Notices
Any notice to be served on either of the parties by the other shall be sent by prepaid recorded delivery or registered post to the address of the relevant party shown at he head of this Agreement or by facsimile transmission or by electronic mail or by telex and shall be deemed to have been received by the addressee within seventy-two hours of posting or twenty four hours if sent by facsimile transmission or by electronic mail or by telex to the correct facsimile number or electronic mail number of the addressee (with correct answerback).

12.8 Headings
Headings contained in this Agreement are for reference purposes only and should not be incorporated into this Agreement and shall not be deemed to be any indication of the meaning of the clauses to which they relate.

12.9 Joint and Several
All agreement on the part of either of the parties which comprise more than one person or entity shall be joint and several and the neuter singular gender throughout this Agreement shall include all genders and the plural and the successor in title to the parties.

12.10 Proper law and Jurisdiction
This Agreement shall be governed by English law in every particular including formation and interpretation and shall be deemed to have been made in England.

12.11 Waiver
The failure by either party to enforce at any time or for any period any one or more of the terms or conditions of this Agreement shall not be a waiver of them or of the right at any time subsequently to enforce all terms and conditions of this Agreement.

12.12 Third Party Rights
For the purposes of the Contracts (Rights of Third Parties) Act 1999 this Agreement is not intended to, and does not, give any person who is not a party to it any right to enforce any of its provisions

Terms and Conditions of Business

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