Introduction
These Terms are issued on behalf of Zzoomm plc (“Zzoomm”, “we”, “us” or “our”, which expressions shall include our successors, permitted assignees, employees, agents and contractors), a company incorporated in England and Wales with company registration number 11738914. Our registered office is C/o DMH Stallard LLP, Fetter Yard, Barnards Inn, 86 Fetter Lane, London, EC4A 1EN, United Kingdom.
We are a communications provider within section 405(1) of the Communications Act 2003 (as amended) and provide an Electronic Communications Network and an Electronic Communications Service (as defined in that Act) within specific areas of the United Kingdom. As such, we are regulated by Ofcom and are required to comply with Ofcom’s General Conditions of Entitlement and other directions laid down by Ofcom as the competent regulatory body. Part C of the General Conditions contains a number of consumer protection obligations, including rights to compensation for certain delays or failures that may arise when you switch provider or port your telephone number to a new provider. For more information about your rights under these General Conditions, please see Ofcom’s website: www.ofcom.org.uk/phones-telecoms-and-internet/information-forindustry/telecoms-competition-regulation/general-conditions-ofentitlement.
Definitions
The following words and phrases are referred to regularly in these Terms and have the following meanings:-
“Business Day” means any day other than a Saturday, Sunday or public holiday in England when banks in London are open for general banking business.
“Cooling-Off Period” means the 14-days’ cooling-off period referred to in clause 3.1.
“Early Termination Charge” means the charge described in clause 13.2.
“Equipment” means the equipment we provide to you in order for you to access and use the Service (including any upgrades and replacements) which may include the broadband router, additional access nodes, power adaptor and ethernet cables, and the equipment from the connection point outside your property to the internal network termination point which enables connection to our network (which may include any underground fibre optic cables, ducts and the internal network termination point).
“Minimum Period” means the minimum period specified in the Service Confirmation E-mail during which you agree to receive the Service.
“Parties” means you and us; and “Party” means either you or us.
“Service” means the products and services you have ordered from us (as set out in the Service Confirmation E-mail) which we provide to you, whether directly via our own network, a third party’s network or both.
“Service Confirmation E-mail” means the e-mail we send to you to confirm the Service you have ordered, your name and contact details, the address of the property where the Service is to be delivered, and the Minimum Period applicable to your Service.
“Service Fee” means the amount you will be charged monthly for your Service, as set out in the Service Confirmation E-mail and the Price Guide.
‘Terms’ means these terms and conditions.
“writing” or “written” includes e-mails.
“you” or “your” means the residential customer of Zzoomm whose name and contact details are set out in the relevant Service Confirmation E-mail and includes their respective successors, permitted assignees, employees and agents (if any).
1.1 Our Agreement: These Terms, any additional terms set out in your Service Confirmation E-mail and the following documents (as amended by us from time to time) make up “Our Agreement”:
(a) Your order form;
(c) Privacy Policy;
(d) Cookie Policy;
(e) Price Guide;
(f) any additional terms and conditions referred to in clause 1.3 which apply to your order; and
(g) any other document referred to in these Terms.
1.2 Purpose of Our Agreement: Our Agreement (including these Terms) governs the way in which we supply the Service to you, and sets out who we are, how we will provide the Service to you, how you and we may change or end Our Agreement, what to do if there is a problem and other important information. When you submit an order for your Service, you’re asking us to provide the Service subject to Our Agreement and you agree to be legally bound by it.
1.3 Special terms: These Terms apply to all of our Service. However, some special or promotional services may also be subject to additional terms and conditions. We will tell you if any additional terms and conditions apply to your order prior to you placing your order. Please read any applicable additional terms and conditions before submitting your order.
2.1 How to place an order for our Service: You may order the Service through our website, over the telephone with our Customer Services Team, or with the help of our field sales team attending your property. We can only accept orders for areas where our Service is available or is about to be available. If we are unable to accept your order, we will inform you of this.
2.2 Your confirmations: When you submit an order for the Service to us, you are deemed to confirm that you are at least 18 years old, are resident in the United Kingdom, and are not intending to use the Service for business or commercial purposes, and undertake to pay the Service Fee and any other applicable fees and charges for the Service. Promptly upon request, you will provide to us proof of identity and address, and permit us to carry out (or ask a third party to carry out on our behalf) any necessary credit and identity checks on you.
2.3 Your information:
(a) You will promptly provide to us (free of charge) all the information and co-operation we reasonably require from time to time to enable us to provide the Service, perform our obligations and exercise our rights under Our Agreement.
(b) You acknowledge that we will rely on the information you provide to us in or with your order or at other times during the term of Our Agreement. You are responsible for ensuring that any such information you provide to us is accurate, complete and up-to-date. If there is any change in the information you have provided in the order or at other times, or if that information is incorrect, you must notify us immediately by contacting us at help@zzoomm.com.
(c) You agree to our disclosing:-
(i) to any telecommunications company, debt collection agency, credit reference agency, credit provider, credit or fraud monitoring scheme or other relevant third party any information relating to Our Agreement (including, without limitation, details of how you use and manage the Service and perform your obligations to us, your personal data, and details of any payments, defaults, disputes or debts under Our Agreement or false or inaccurate information provided by you or where we suspect fraud) in order to carry out credit checks on you, to assess your application, to verify your identity and to protect our legitimate interests; and
(ii) any information which we are required to disclose under any applicable law or regulatory requirement or by order of any court or regulatory body of competent jurisdiction.
Any use of your personal data will be as provided in clause 15.1.
2.4 How we will accept your order: We accept your order when we send your Service Confirmation E-mail to you. Our Agreement starts at that point and will continue until it is brought to an end by either you or us in accordance with these Terms. On accepting your order, we will assign account details to your order and notify you of these. You should quote your account details whenever you contact us.
2.5 What you have ordered: The Service Confirmation E-mail contains all the details of the Service and products you have ordered which we agree to supply to you in accordance with Our Agreement.
2.6 Processing your order: We endeavour to complete all orders as soon as we reasonably can. We may need to check whether the Service is available to you (although we’ll tell you before we do this). However, if after we send you your Service Confirmation E-mail, there is a reason why we can’t provide you with your Service (such as the Service not being available, or a problem with the installation or with a credit check), we’ll let you know as soon as we reasonably can and we will end Our Agreement. We won’t charge you for ending Our Agreement (except for an installation charge under clause 5 or any costs we incur on, for example, a failed credit check or where any information you have provided turns out to be incorrect).
2.7 Using One Touch Switch: You can join us by using One Touch Switch. This will automatically cease your old broadband service. You are responsible for deciding when to switch your service to us by selecting an installation date when you place your order. We may offer you an earlier installation date if we are able to do so. We are not responsible for any changes to the fees charged by your old provider if you change your switch date by changing your installation date. If we incorrectly tell your old provider that your new Service has been activated before it is fully operational, we will compensate you up to an amount equal to the difference between the cost your old provider advised that you would be charged and the amount you are in fact charged. You must tell us before your Service is activated if you’d like to cancel a switch and deal with your old provider separately.
3.1 Your right to cancel: You have the right to cancel your order by contacting us within 14 days (the “Cooling-Off Period”) from when you receive your Service Confirmation E-mail. If you wish to cancel, you should send your cancellation request in writing to our Customer Services Team at help@zzoomm.com. If Our Agreement is cancelled by you during the Cooling-Off Period, it will be treated as if it had not been made (subject as provided in clause 3.2).
3.2 Receiving the Service during the Cooling-Off Period: If, at your request, your Service is activated and commenced within the Cooling-Off Period and you then cancel that Service within that Cooling-Off Period, you agree to pay the cost of the Service you have received. You might request this, for instance, by selecting or agreeing to an installation date within the Cooling-Off Period. On cancellation, you will have to pay us the Service Fee for the Service you have received up to the point when you notify us of cancellation, together with any installation charges (whether for a standard or bespoke installation under clause 5) that you agreed to pay, the cost of any Equipment installed, and the cost of any Equipment which you fail to return in accordance with clause 3.4. You will not have to pay any Early Termination Charge which applies to your Service unless we have already installed your Service (in which case clause 13.2 applies).
3.3 Refund on cancellation: On cancellation during the Cooling-Off Period, you will be entitled, within 14 days of you giving us notice of cancellation, to receive a refund of any payments you have made in advance. We will make that refund by the same method you used to make the relevant payment. However, we may deduct from any refund (or make an additional charge) any Service Fee or other charges due from you under clause 3.2.
3.4 Return of Equipment: On cancellation during the Cooling-Off Period, you must return any Equipment provided to you (such as a router and including any manuals, cables and other accessories) within 14 days of cancellation. If you don’t do so, you will be liable to pay the full price of that Equipment (as set out in the Price Guide), excluding any discounts you’ve received on that Equipment. You will also be responsible for the cost of returning the Equipment. If you return the Equipment at a later stage, we’ll refund the price you have paid for it under this clause (subject to clause 3.5). We’ll advise how to return the Equipment when you cancel.
3.5 Checking the Equipment: Upon receiving the returned Equipment, we will inspect and test the Equipment to ensure that it is in full working order. We reserve the right to charge the full price of the Equipment if there is damage to the hardware and/or loss of functionality of the Equipment or if an item of Equipment is missing.
3.6 Zzoomm guarantee: In addition to your right to cancel during the Cooling-Off Period and without affecting your statutory or legal rights under the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013, you have a further right to cancel the Service during the 40-day period commencing on the date when your Service is activated in circumstances where you have given us notice of a material issue or problem affecting your Service; you can exercise that right by giving notice in writing to our Customer Services Team at help@zzoomm.com. You will not incur an Early Termination Charge in doing so provided that you have first given us a reasonable opportunity to resolve that issue or problem with your Service. Upon receiving your notice to cancel under this clause, we will send you a free returns label and, subject to you receiving this, you will be required to package your Equipment securely and safely and return it to the specified address. Failure to return your Equipment in this way within 21 days of receiving that label may result in you being charged an “unreturned Equipment charge” as listed in our Price Guide.
3.7 Cancellation after the Cooling-Off Period or further 40-day period: For information about how to end Our Agreement after the Cooling-Off period or the 40-day period referred to in clause 3.6, please see clause 13.1.
3.8 Nothing in this clause 3 or elsewhere in Our Agreement affects your statutory rights.
4 Minimum Period
4.1 Our Agreement is subject to a Minimum Period: Your Service Confirmation E-mail will specify any Minimum Period relating to your Service. Typically, the Minimum Period will be 30 days or 12, 18 or 24 months. You will select a Minimum Period when submitting your order, and will agree to maintain and pay for the Service and for the products you order, for the whole duration of the Minimum Period (unless we agree to end Our Agreement earlier in accordance with these Terms). The Minimum Period (and your Service) starts on the date we activate your Service and ends on expiry or as otherwise set out in these Terms.
4.2 During the Minimum Period: If you end Our Agreement during the Minimum Period, you will have to pay an Early Termination Charge as provided in clause 13.2.
4.3 At the end of the Minimum Period: If you want us to stop providing the Service and to end Our Agreement at or after the end of the Minimum Period, you need to give us notice in accordance with these Terms. If you don’t do so or haven’t asked us to change the Service, we will continue to provide the existing Service to you on a rolling 30-days’ basis at the price stated in your Service Confirmation E-mail (unless you are notified otherwise) or at a revised price which we may apply to your Service once your Minimum Period ends. We will notify you of any such price change before it takes effect.
4.4 New Minimum Period: If we agree to renew or upgrade any Service, a new Minimum Period may apply from the date of your renewal or upgrade. Additional fees may also apply. We will tell you about these prior to you renewing or upgrading.
5.1 Installation requirement: Before you can use the Service, we need to install all the Equipment necessary to provide the Service (which includes, without limitation, our router, sockets, cabling, switches, poles, ducts and any other relevant network apparatus). We will not be liable for loss of Service or damage if you choose to use your own equipment for this purpose, as provided in clause 6.1.
5.2 Arranging an installation: When we have sent you your Service Confirmation E-mail and if our network outside your property is live, we will contact you to arrange for one of our engineers to make an installation visit to your property at a convenient time. Even if your property already has our Equipment suitably installed, we may need to re-activate it to provide you with the Service. If you already have a working socket connected to our network, you can request that another one be installed in a different location at your property although this may give rise to an additional fee (as set out in our Price Guide).
5.3 Changes to installation or engineer visits: You can contact our Customer Services Team at any time at help@zzoomm.com if you have a query about your installation. You will be sent automatic SMS and e-mail notifications to remind you of your appointment and to inform you of any changes. If you wish to cancel or re-arrange an installation visit or other engineer appointment, you must provide us with at least two Business Days’ prior notice. If you do not do so, we may charge you an engineer visit fee at the rate set out in the Price Guide.
If we need to cancel or re-arrange an installation visit or other engineer appointment, we will endeavour to give you as much notice as we can. We will retain your contact details so that we can let you know when the engineer will arrive, or deal with any unexpected problems or delays. While we will use all reasonable endeavours to complete your installation during the scheduled installation visit, if this proves not to be possible (because of safety issues, the complexity of the installation, the materials required or for some other reason), we may ask you for a further appointment; any such further appointment may be charged as a bespoke installation. If, despite our reasonable efforts, we are unable to contact you or re-arrange access to your property or if the engineer decides that it is not possible to carry out the installation safely or at all for any reason (whether technical, environmental, health and safety or other practical reasons), we will not be able to proceed with the installation and will end Our Agreement. We will not charge you except for an engineer visit fee (at the rate set out in the Price Guide) and, subject to a retention for such fee, will refund any amount you’ve already paid.
5.4 Types of installation: For the purposes of arranging the installation, we (or one of our representatives) will contact you to ask you any necessary questions about the layout of your property in order to work out in advance what type of installation is required. In line with the information you provide, we will:-
(a) arrange a date for a standard installation (comprising up to a maximum of 15 metres external cabling, 10 metres internal cabling and a router). We will not charge for a standard installation (although there will be charge should a bespoke installation be needed under clause 5.4(b)). If you change your requirements, this may affect your eligibility for a standard installation;
(b) advise you that we can’t install the Service at your property by means of a standard installation free of charge but that we may be able to do so by carrying out a bespoke installation (depending on what the engineer finds on visiting your property). A bespoke installation will have specific requirements and will be necessary, for example, because of the length of the access route, the complexity of internal wiring, or surfaces which require special techniques to dig and reinstate, or because you wish, and we agree, to change the method of installation (for instance, from overhead to underground supply) or because certain Equipment required for the provision of your Service needs to be installed by an engineer. Fees (including an engineer visit fee) will be chargeable for a bespoke installation which we will notify to you in advance. If we identify that your property requires a bespoke installation or if you so request, then we will discuss with you how the installation will be carried out and provide you with details of the proposed route, installation method and fees. We won’t proceed with a bespoke installation unless and until you confirm in writing (either to the engineer present or by e-mail to us) your agreement to the route and method we propose for that bespoke installation (and in this, we will make all reasonable efforts to accommodate your preference as to the route) and to pay the bespoke installation fee payable. The agreed bespoke installation fee is non-refundable in the event of cancellation or termination of your Service, and will be added to your invoice for your first monthly Service Fee payment once the Service is activated. If you don’t provide your confirmation in writing or decide not to proceed with the bespoke installation (whether before or after the engineer’s first visit to your property for the purposes of assessing the type of installation required), then we’ll end Our Agreement without charge to you (and we will refund any amounts you’ve already paid); or
(c) advise you that we are unable to install the Service at your property by any method of installation. This may be due to technical, environmental, health and safety or other practical reasons. In such circumstances, we will have to end Our Agreement without charge to you and we will refund any amounts you’ve already paid.
5.5 Preparatory work: Following our contact with you pursuant to clause 5.4, we may need to arrange a preliminary visit by an engineer or other representative to your property in advance of the agreed installation date to confirm the type of installation required, to carry out a risk assessment, to survey the property and perform external checks, and/or to carry out any external or preparatory work needed to install or re-activate the Equipment at your property.
5.6 Inaccurate information: If the information you have provided pursuant to clause 5.4 proves to be inaccurate or incomplete and, as a result, we can’t install the Service at your property by any method of installation or can only do so by means of a bespoke installation (rather than a standard installation as initially anticipated) but you withhold your agreement to the route or method we propose for that bespoke installation or to pay the bespoke installation fee, we will have to end Our Agreement. We will not charge you except for an engineer visit fee (at the rate set out in the Price Guide) and, subject to a retention for such fee, we will refund any amount you’ve already paid.
5.7 Access to your property: You agree that in order to provide the Service to you, we (together with our engineers and other representatives, each of our subsidiaries and any other communications provider (within section 405(1) of the Communications Act 2003, as amended) to whom we assign these rights), shall be entitled to:-
(a) deliver, install, access, maintain in accordance with the relevant manufacturer’s instructions and guidance (if any) and as we consider necessary or appropriate) and use any Equipment at your property which is necessary for such purpose;
(b) enter your property in order to connect, maintain, test, modify, replace and/or remove any such Equipment;
(c) if applicable, connect remotely to access, monitor, test, diagnose, manage, repair or upgrade any such Equipment;
(d) disconnect and remove the Equipment when the Service is terminated; and
(e) exercise our rights as a communications provider under the Communications Act 2003.
You need to ensure that, during normal working hours and at all other reasonable times, our engineers and other representatives have all access to your property necessary for such purposes and that, once the installation is complete, any Equipment installed on your property remains accessible to us during such hours and times for such purposes. This is so whether you or anyone who purchases, leases or rents the property continues to receive the Service from us. You should ensure that any future purchaser or tenant of your property is made aware that the property is connected to our network and the location of our Equipment. When attending your property, we will comply with such reasonable access requirements regarding your property as you shall notify to us a reasonable period in advance of the installation of the Equipment.
You are responsible for providing, at your own expense, a suitable location and environment for the installation and maintenance of the Equipment we provide, the electricity we reasonably require to install, test and maintain such Equipment, and a suitable and safe working environment for our engineers and representatives when working at your property.
If the installation of your Service requires the consent of third parties, you are responsible for ensuring that any such consents are obtained before the installation (including, if necessary, in the form of a wayleave agreement (which gives us a right to install our Equipment over your or a third party’s property) in a form satisfactory to us). If you rent your property, you will need to obtain your landlord’s permission before we can install our Service. If we need to get access to some-one else’s property to reach your property, you’ll also need to obtain their permission.
If we are unable to access your property as previously arranged with you or our Equipment for such purposes on account of your failure to secure any necessary third-party consents or otherwise to comply with this clause, we shall not be liable for any loss of, or delay in providing, the Service nor for any other loss, damage or liability which may result, and we may cancel the installation or engineer’s visit and charge you any additional costs we may incur as a result at the rates set out in the Price Guide (including, without limitation, an engineer visit fee at the rate set out in that Price Guide). You will be told about these fees at the time the visit is arranged.
5.8 Installation route: On a standard installation, we will make all reasonable efforts to accommodate your preference as to the route the installation will take. If you decide you’re not happy with that route, we may discuss a bespoke installation with you and again we will make all reasonable efforts to adopt your preferred route. If you don’t agree with our proposed route for the bespoke installation and/or don’t want to pay the bespoke installation fee that will apply, we’ll end Our Agreement. We will not charge you except for an engineer visit fee (at the rate set out in the Price Guide) and, subject to a retention for such fee, will refund any amount you’ve already paid.
5.9 Responsible adult at the installation: Unless we expressly agree otherwise, a responsible adult (who is either the customer or has been expressly confirmed in writing to us as being authorised to make decisions about the installation on the customer’s behalf) must be present at your property on the agreed installation date or for any visit by an engineer. This is to ensure that the engineer and other representatives carrying out the installation or conducting the visit can obtain adequate instructions regarding the installation and its route (particularly in relation to a bespoke installation in accordance with clauses 5.4(b) and 5.8) and the approval of the works. We reserve the right to cancel or re-arrange the installation or visit if no such responsible adult is present and charge you an engineer visit fee (at the rate set out in the Price Guide).
5.10 Set-up of Equipment: If your property has not previously been installed with our Equipment, then once the installation of that Equipment is complete and if our engineer is already at your property for the installation, he/she can set up our Equipment for you. Otherwise, our Equipment comes with written instructions to help you do this yourself. If our engineer is not present but you’d prefer to have an engineer carry out the set-up, we can send an engineer for this purpose although an engineer visit fee would be payable (at the rate set out in the Price Guide).
5.11 Activation of Service: As soon as your order has been confirmed and your Service has been installed, we will activate it. For this purpose and following installation of the Service, we will carry out tests to ensure that the Service is ready for use and can commence. Upon activation and unless you have a free-period promotional offer, the monthly Service Fee will start to apply (as stated in the Service Confirmation E-mail), any applicable bespoke installation fee will be payable, and the Minimum Period will commence. Commencement of the Service and acceptance of the Equipment shall not be prevented by minor faults which do not impair the performance of the Service or the Equipment, but we shall correct any minor faults within a reasonable time after being made aware of such faults. If you are using One Touch Switch, this is when we will notify your old provider to terminate your old service or take any other actions that may be necessary.
5.12 Making good damage to your property on installation: Without limitation to clause 13.8, we will make good any damage to your property caused by us while installing the Equipment or otherwise accessing your property for installation or other purposes provided that we shall not be responsible for the cost of repairing any pre-existing faults or damage to your property that we discover while carrying out the installation or otherwise attending the property.
5.13 Re-Installations and moving Equipment: After the Service is installed and activated, if you ask us to move our Equipment to a different location, to change how the Service enters your property, or to add another piece of Equipment, an engineer visit fee will be chargeable (at the rate set out in the Price Guide). Such a charge is non-refundable even in the event of cancellation or termination of your Service.
5.14 Reverse works: If we carry out engineering works at your property (whether as part of the installation or otherwise), we won’t reverse this work when your Service ends.
6.1 Our Equipment: In order for you to receive the Service, we will provide you with the necessary Equipment which we will list in your Service Confirmation E-mail. Other Equipment may be available at an additional cost. If any additional Equipment is required to complete your installation, we shall notify you and it is then your responsibility to purchase such additional Equipment. If you decide not to do so or to acquire other equipment instead or wish to use your own equipment, we cannot guarantee the compatibility of that other equipment or that some or all of the Service’s usual features will be available to you, or provide installation or on-going support for such equipment; and we will not be liable in any way for any loss or damage arising from your use of such equipment.
6.2 Checking the Equipment: Without limitation to clause 5.11, you should notify us of any issues affecting the Equipment (including damage) within seven days of receiving it. Clause 6.4 will then apply.
6.3 Reconfiguring the Equipment: You may modify, programme and reconfigure the Equipment as necessary to meet your local area network requirements. However, we will not be liable for any security breaches, adverse effects on the Equipment’s performance, damage or other loss caused by your doing so.
6.4 Faulty Equipment: You should report any faults or failure with your Service or Equipment to us as soon as possible.
(a) Where a fault is diagnosed with the optical network termination equipment, we will use our reasonable endeavours to resolve the fault at no cost to you. Typically network equipment faults can be dealt with remotely without the need for an engineer visit.
(b) As stated in clause 5.7, we have the right to access and monitor our Equipment for diagnostic, maintenance or repair purposes (either directly or remotely). If we need to carry out maintenance or to repair a fault at your property, we shall, where reasonably practicable, make an appointment to do so at a time agreed with you. If it is not reasonably practicable to agree a prearranged time or in the absence of such agreement, we shall be entitled to carry out such work at such time as we may notify to you. We may interrupt the Service in order to carry out such repairs and maintenance but shall use all reasonable endeavours to ensure such disruption to the Service is kept to a minimum and, in any event, shall give you as much prior notice as reasonably practicable. If, on being notified by you of a fault, we dispatch an engineer to your property but, upon attendance, we are unable to access the property or the Equipment in question, or we determine that there is no fault with our Equipment or our Service, we may charge you an engineer visit fee (at the rate set out in the Price Guide). If we conclude that the fault was caused by:-
(i) damage to the Equipment occurring at your property which did not result from fair wear and tear or faulty manufacture or design; or
(ii) someone other than us or arises from your misuse or failure to comply with Our Agreement, incorrect environmental conditions (including incorrect temperature and humidity levels), mains electrical surges or failures, electromagnetic interference or any other accidental or deliberate damage,
we reserve the right to charge you any testing, repair or replacement costs. With regard to any such Equipment which is the property of third-party suppliers rather than ourselves, we will also pass on to you any fees we incur to those third-party suppliers in such circumstances.
(c) We may request that you return any faulty Equipment to us. For this purpose, we will send you a free returns label and, subject to you receiving this, you will be required to package the Equipment securely and safely and return it to the specified address. Any such Equipment being returned to us is your responsibility until it arrives with us. If we don’t receive it within thirty days of our request, we may charge you for it at the prices set out in the Price Guide. Upon receipt, we will check and test the Equipment to ascertain the fault and, if necessary, send a replacement. However, if we conclude that the fault in the Equipment was caused by your abuse, negligence or other default, we reserve the right to charge you any testing, repair or replacement costs. With regard to any such Equipment which is the property of third-party suppliers rather than ourselves, we will also pass on to you any fees we incur to those third-party suppliers in such circumstances.
At the end of the Minimum Period, the Equipment will no longer be covered by our warranty and so we will cease to be liable to rectify any fault in, or replace, the Equipment.
6.5 Safe-keeping of, and loss of, or damage to, Equipment: We (or our third-party suppliers) are and shall remain the owner of all the Equipment we provide to you for the purposes of receiving the Service. We may update, upgrade or replace the Equipment from time to time. You must not sell any of the Equipment or give it away, or use it as security for a loan or allow it to be taken by anyone to repay a debt, or permit anyone else to keep it. You must make third parties aware that the Equipment is our property and, if they are doing work on your property, draw the Equipment and its installation route on your property to their attention. In the event of the threatened seizure of any such Equipment, or if any of the events listed in clause 13.5(b) shall take place, you shall immediately notify us and we shall be entitled to take action to repossess such Equipment.
However, risk in the Equipment passes to you at the time of delivery and you are responsible for the safe use and safe-keeping of such Equipment and for maintaining it in good order whilst it is in your possession at your property. In particular but without limitation, you must:-
(a) house and use the Equipment in accordance with such instructions as we may notify to you from time to time;
(b) maintain the Equipment at your property at all times and not move it at any time except where it is specifically designed to be portable or with our prior written consent. You should promptly provide us with any information we reasonably request regarding the location of the Equipment;
(c) not add to, modify, or in any way interfere with or impair the performance of the Equipment;
(d) not do anything (or allow anything to be done) at your property that may damage or interfere with any Equipment or prevent the use of, or easy access to, it. If any such Equipment is damaged other than through fair wear and tear or faulty manufacture or design, we reserve the right to charge you any testing, repair or replacement costs;
(e) not copy, modify, adapt, translate, reverse-engineer, decompile, disassemble, distribute, publish, disclose, create derivative works from, merge with any other content or use for any purpose (other than to use and take the benefit of the Service) any software or Equipment we provide (except for the purpose for backup and archiving); and
(f) not remove, tamper with or obliterate any words or labels on the Equipment or any part of it (including, without limitation, any identification marks showing that it is our property or the property of our third-party suppliers).
You shall be liable for the loss or theft of, or damage to, such Equipment (except to the extent it can be demonstrated to our reasonable satisfaction that any such loss, theft or damage is attributable to our negligent act or omission). You will notify us immediately of any loss, theft or damage of or to such Equipment, failing which we may charge you for the price of the relevant Equipment (as set out in the Price Guide).
6.6 Fault on the wider network: When we become aware of a network fault outside the boundary of your property, we will use all reasonable endeavours to ensure it is diagnosed and repaired within 24 hours after you report it to us or we otherwise become aware of it (if earlier). If that fault affects your Service for longer than 24 hours, we will not charge you the Service Fee for that 24 hour-period nor for any additional time until it has been restored.
6.7 Necessary maintenance: We shall use all reasonable endeavours to ensure that any necessary maintenance and support work for our network (such as bug fixes, updates or changes to the user interface) is carried out overnight or on days which are not Business Days, and to give you reasonable prior notice of such work being carried out (although this may not always be possible if we need to carry out work urgently, either to prevent any further impact, to resolve an active issue affecting you or other customers, to co-ordinate work with a third party, or for other reasons outside of our control).
6.8 Return of Equipment on termination: Promptly upon the termination of Our Agreement for any reason (whether by you or us), you are required to return any item of Equipment which we have provided to you in accordance with clause 13.8.
7.1 Price Guide: We publish details of the Service Fee and all other tariffs, fees and charges relating to the Service in our Price Guide. We will update the Price Guide from time to time and it is your responsibility to keep aware of what it provides. Provision of the Service is conditional upon you paying the Service Fee and all such tariffs, fees and charges applicable to your Service in accordance with Our Agreement.
7.2 Service Fee: You’ll be charged a monthly Service Fee (including VAT) at the rate set out in your Service Confirmation E-mail (subject to clause 8.1). The amount of Service Fee you pay for our Service depends on the Service you have used and the products you have ordered, shall be calculated by reference to the data we record or log and not by reference to your data, and shall be set out in your monthly invoice. If you use the Service in a manner which is inconsistent with your chosen Service Fee, we reserve the right to apply the Service Fee that corresponds to the level and type of use you make of the Service. We shall try to ensure that the Service Fee notified to you is correct but will contact you if we discover an error in the Service Fee for the Service you order.
7.3 Other fees and charges: Various other or one-off fees (such as bespoke installation fees, the cost of replacement Equipment or charges for chargeable calls forming part of an add-on telephone service) may be payable. These are set out in our Price Guide. Your first payment will include any applicable bespoke installation fee.
7.4 We invoice monthly in advance: Your Service Fee will be invoiced monthly in advance throughout the term of Our Agreement (including your Minimum Period). Your first invoice will be generated on the day after your Service is activated. Unless otherwise agreed, we will invoice you monthly in advance on the same day of each following month during the term of Our Agreement. However, after your first invoice, you may ask us to bill you on a different day of the month and we may charge you pro-rata in your next invoice to cover any difference in the billing period.
7.5 Errors in invoices: If you think an invoice is wrong, please contact us promptly in writing to let us know (with details of the error) at help@zzoomm.com. You will not have to pay any interest under clause 7.9 until the dispute is resolved. Once the dispute has been resolved, if we have overcharged you, we will refund the overcharged amount to you through a credit on your account; if we have undercharged you, we will charge the undercharged amount in your next invoice. If the invoice turns out to be correct, we will charge you interest on the correctly invoiced sums from the original due date.
7.6 Payment: You are responsible for paying all Service Fees and other fees and charges under Our Agreement for your use of your Service and the use by any other person accessing your Service. Unless otherwise specified in Our Agreement, payment of the Service Fees and any other fees, charges and sums due under Our Agreement shall be made within fourteen (14) days from the date of invoice. You agree to pay us by Direct Debit from a bank account where you are the sole signatory, which you must set up prior to installation. There must be an active Direct Debit in place for the entire term of Our Agreement. Failure to have a Direct Debit in place may result in suspension and cancellation of your Service. If your Direct Debit details change, you must notify us immediately. Payment of the Service Fees and other fees and charges shall be made in full without any set-off, deduction or withholding whatsoever.
We may accept payment via tokenisation (that is, payment by credit card via a digital token for use with our bank account, rather than the card number) which helps to safeguard customer payment data and to reduce the risk of fraud or defaults in online transactions. We may ask you for your credit card details so that we can use tokenisation in the event that your Direct Debit fails.
7.7 VAT: Your Service Fee will include value added tax (“VAT”). If the rate of VAT changes between your order date and the date we activate the Service or during the time we are supplying the Service to you, we will adjust the rate of VAT that you pay and show this in your invoices.
7.8 Third-party charges: We are not responsible or liable for any third-party fees or charges from other organisations (such as telephone or content providers) which you may incur while using the Service. We reserve the right to pass on to you, and you will be responsible for paying, any such third-party fees or charges, and any other costs (including legal fees and any fees charged by any debt collection agency we use) we incur directly in recovering (or trying to recover) any sum you owe us under Our Agreement, and the rights to employ debt collection agencies for this purpose, and to transfer the right to collect your debt or to factor your debt to a third party for collection.
7.9 Interest on late payment: If you do not make any payment to us by the due date, we may charge you interest on the overdue amount at the rate of 4% a year above the current base lending rate of Barclays Bank Plc (as varied from time to time). This interest shall accrue on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgment. You must pay us interest together with any overdue amount.
7.10 Suspension of Service on non-payment: If you do not pay us for the Service by the due date and you still do not make payment within seven days of us reminding you that payment is due, we may suspend the provision of the Service until you have paid us the outstanding amount in accordance with clause 12. We will contact you via e-mail or telephone to remind you of any payments which are due and to tell you when we are suspending the Service. Repeated or continuing failure to pay in accordance with the terms of Our Agreement may result in the cancellation of your Service in accordance with clause 13.
8.1 Service Fee changes: We may increase the Service Fee (and our other fees and charges) during your Minimum Period where you have been informed of any such increase in advance in your Service Confirmation E-mail. Full details of your Service Fee (including any fixed amount increases applicable during the Minimum Period) will be clearly set out in your Service Confirmation E-mail in accordance with clause 7.2. If no such increases are set out in the Service Confirmation E-mail, there will be no changes to the Service Fee (or our other fees and charges) during the Minimum Period.
Once the Minimum Period has expired, we may review our prices at any time; in particular but without limitation, after the expiry of the Minimum Period, we shall be entitled to increase the Service Fee (and our other fees and charges) you pay for your Service at such times and by such amounts as we think fit. If our prices are to change, we will give you at least one month’s prior notice.
8.2 Routine changes to the Service and these Terms: We may change the Service and these Terms in ways which are exclusively for your benefit, or which reflect changes in relevant laws and regulatory requirements, or to implement purely administrative changes or minor technical adjustments and improvements (for example, to address security threats, to update the Service, or to add or change functionalities and features) which have no negative effect on you. You agree and acknowledge that any such updates, changes and adjustments may happen automatically in the background at any time, that they are necessary to maintain compatibility with other updates or services, that they cannot be disabled by you, and that they will take effect when implemented. We will give notice of any such change on our website or by e-mail to the most recent e-mail address you have notified to us.
8.3 Other Changes to the Service and these Terms: We may also make other changes to the Service and these Terms at any time which are outside the scope of clause 8.2 and potentially to your detriment provided that we will give you at least one month’s prior notice of any such changes. If you do not agree with these changes, you may terminate Our Agreement by notice to us given within one month of receiving our notice. If you choose to terminate Our Agreement pursuant to this clause, you will not be liable for any Early Termination Charge or other additional charges except for the Service Fee for the period of time we delivered the Service to you prior to the actual termination of Our Agreement. Your continued use of the Service after the expiry of our one-month’s notice of the changes will constitute your acceptance of them.
8.4 Your right to make changes to the Service: If you wish to make a change to the Service which you have ordered or wish us to provide an additional or different Service, please contact us at help@zzoomm.com. We will let you know if the change is possible and, if so, about any changes to the price of the Service, the timing of supply of the Service, or anything else which would be necessary as a result of your requested change. We’ll then ask you to confirm whether you wish to go ahead with the change before we make that change. If we cannot make the change you have requested, or if you do not consent to any necessary engineering or installation work, or if you no longer wish to proceed with the change, the Service will continue on the same terms as before.
8.5 Additional services and upgrades: Without limitation to clause 8.4, you are able to upgrade your Service at any time. You cannot downgrade the Service during your Minimum Period (unless we otherwise agree in writing) but you are able to downgrade the Service once your Minimum Period has expired.
You are able to add additional products and services to your Service, such as static IP addresses or Wi-Fi extenders (“Add-ons”). We will try to add (or remove) any Add-ons as soon as possible after the date of your request. Additional charges will apply for these Add-ons. If you request any Add-ons, we will notify you of your new monthly charges. If any new Minimum Period applies to your Add-on or new Service, we will notify you when this will commence when we confirm your new order. You can remove these Add-ons at any time but these changes will only come into effect on the date of your next invoice.
9.1 Unacceptable use: You are responsible for the way the Service and the Equipment we provide are used. You may not use your Service (or allow your Service to be used):
(a) to send, communicate, post, transmit, make available, knowingly receive, upload, download or use any message, communication or material, or make any call, which is (or is intended to be) a hoax call to any emergency services organisation, or that is offensive, abusive, indecent, defamatory, obscene, harmful or menacing, or intended to deceive;
(b) to possess, post, transmit in any way, upload or download illegal material;
(c) to engage in criminal, illegal, unlawful or fraudulent activities, or cause annoyance, nuisance, inconvenience or needless anxiety to any other person;
(d) for any purpose which is commercial or business-related, or is not otherwise personal, private and domestic;
(e) to violate or infringe the rights or property of any person, including rights of copyright and any other intellectual property rights, and rights of privacy or confidentiality;
(f) to break or circumvent (or attempt to do so) the security of our network, Equipment, content, hardware or software; or to impair (or attempt to impair) the operation of any computer or programme, to prevent or hinder access to any programme or data held in any computer, or to adversely affect the reliability of any such data;
(g) via a device allowing the routing or re-routing of the Service on, from or to our network;
(h) in contravention of our Acceptable Use Policy (as amended from time to time) or any applicable laws or regulatory requirements;
(i) in any way which we believe is (or is likely to be) detrimental to our network (or any part of it), our services (including the Service), yourself, any of our other customers or other users of our network, or our brand, or puts any of them at risk, or that contravenes any general internet standards;
(j) in a manner which may damage our name or reputation or those of any of our subsidiaries, or bring us or any such subsidiary, our services (including the Service) or our network into disrepute; or
(k) in contravention of the licence or authorisation granted to us under the Communications Act 2003 (as amended from time to time) which regulates the use and operation of our telecommunications system, any direction of the Director General of Telecommunications or other competent regulatory authority, and any reasonable instructions from us.
9.2 Review of use: You agree that we may review your use of our Service (including data volume and type of traffic, whether authorised by applicable law or otherwise) to ensure your compliance with clause 9.1 and to assist our traffic management.
9.3 Liability for use: You agree that you are responsible for all use of the Service we provide under your order and within your control, whether you are the actual user or gave your permission to the actual user. For example, if someone has access to your property and uses the Service, we may consider them to be using the Service under your order and within your control, and shall be entitled to hold you responsible for any unlawful use, or use contrary to the terms of Our Agreement, on their part (such as illegally downloading or transmitting copyrighted material). You should only allow access to your Wi-Fi and home network to people you trust and you must accept responsibility for their use of our Service via such access.
If you use the Service (or allow it to be used) in breach of clause 9.1 or otherwise improperly, negligently or in a way which interferes with other customers’ use of the Service or our ability to provide the Service, we may exercise our right to suspend your use of the Service in accordance with clause 12, or end Our Agreement in accordance with clause 13. In such circumstances, we may immediately remove any material placed on our servers by you or your other users which breaches these Terms, or is otherwise harmful to our interests or those of any of our customers or other users of our network.
You shall indemnify us, and keep us indemnified, against all liabilities, claims, damages, losses and costs howsoever arising from any use by you or your other users in breach of this clause 9.
9.4 Sale or supply of Service to third parties: You agree that you will not, without our prior consent in writing, resell or re-supply the Service to any third party, or show all or part of the Service in public (whether free of charge or for money or equivalent value in monetary terms).
9.5 Intellectual property rights:
(a) The intellectual property rights in any content, software, applications, documents or other materials or information (including text, graphics, photographs and other images, videos, sound, trademarks and logos) which we provide to you via the Service belongs to us or the relevant third-party providers. If they are the property of third-party providers, they may be subject to terms of use or other restrictions imposed by such third-party providers and you agree to comply with such terms or restrictions of which we give you notice.. Any rights not expressly granted to you are reserved by us or the relevant third-party providers and you acknowledge that you do not acquire any ownership rights by using the Service or downloading any content from the third-party apps.
(b) We grant you a non-exclusive, non-transferable licence to use the content, software, applications, documents or other materials or information which we provide to you via the Service in order to receive, use and take the benefit of your Service but for no other purpose. In particular, you agree not to copy, modify, adapt, translate, reverse-engineer, decompile, disassemble, distribute, publish, disclose, create derivative works from, or merge with any other content any such content, software, applications, documents or other materials or information for any purpose (other than for backup and archiving), nor to supply any of them to any other person, nor to engage in, nor to facilitate, unauthorised access to or use of, any of them. All rights granted to you under this licence will terminate immediately in the event that you are in breach of any of them.
10.1 We cannot guarantee fault-free performance: We will use reasonable skill and care in providing the Service to you but due to the nature of the internet, we cannot guarantee, represent or warrant that the Service will be continuous, uninterrupted, secure, virus-free or error-free. Further, the actual speed, availability and performance of your Service will depend on a number of factors which are outside of our control (such as the performance, nature and limitations of Wi-Fi or your devices, or access to third-party content and services) and so may vary from time to time; we will not be liable for faults caused by such factors. We cannot guarantee Wi-Fi speed, or that maximum transmission speeds can be obtained at any time, or coverage throughout your property; nor can we guarantee that, where you are eligible to receive a speed upgrade, the upgrade can be successfully completed within the indicated time-lines. However, we will use our reasonable endeavours to inform you of any issues and to attempt to resolve them as soon as reasonably possible, and to reinstate the Service as soon as reasonably practicable in the event of an outage.
10.2 We cannot guarantee security: We do not guarantee the security of the Service against unlawful or unauthorised access or use, or internet security. We strongly recommend that you make use of additional security measures such as firewalls and anti-virus software. You acknowledge and agree that access to, and use of, the Service is at your own risk.
10.3 We are not responsible for third-party networks, content of the Service or information passing over our network:
(a) The content provided via the Service may be derived from various sources and while we will use reasonable endeavours to ensure that the content of which we are the source is correct, you agree and acknowledge that we are not responsible for any other content. We give no representation or warranty as to the accuracy, completeness, currency, reliability, integrity, quality, fitness for purpose or originality of such other content and, to the fullest extent permitted by applicable law, all implied warranties, conditions or other terms of any kind relating to such other content are hereby excluded. We are not liable or responsible for any loss or damage of any kind incurred as a result of you or anyone else relying on such other content.
(b) The Service provides access to services provided by third parties or links to external sites (including, without limitation, third-party offers and promotions). We are not responsible for these services or sites or for anything provided by them and do not guarantee that they will be continuously available. The fact that we include links to such external sites does not imply any endorsement of, or association with, their operators or promoters on our part.
(c) Some of our Service is provided over third-party networks over which we have no control. We are not responsible for faults in any such third-party networks.
(d) We have no control over the data which passes to or from you over the internet. We are not responsible for any loss of, or damage to, that data.
(e) We and/or third-party providers may display advertising and promotional messages to you via the Service, and include such advertising and promotional messages in or with any user interface, notice or content that is displayed on your television. Any interaction, transaction or agreement you have with third parties as a result of such advertising and promotional messages are entirely a matter for you and such third parties. We are not responsible or liable for any claims, damages, losses or injuries arising from your interactions with such third parties.
10.4 You are responsible for your equipment: You need to make sure that your own equipment which you use in conjunction with the Service (for example, your computer, tablet, mobile phone, network interface card, printer, switch or local area network) will connect to our Equipment by ethernet or Wi-Fi connection. We are not responsible if you are unable to use the Service because your equipment does not work properly, is not compatible with our system or does not conform to the relevant standards or approvals for the time being designated under the Communications Act 2003 (as amended from time to time) or the minimum specifications or requirements that we may notify to you. If your equipment does not so conform or if, in our opinion, it is liable to cause damage to our property or that of any third party or the death of, or personal injury to, any person, or materially to impair the quality of the Service or any other service provided by means of our system, we may disconnect any such equipment. We are not responsible for any loss or damage to your own equipment caused by the use of the Service to access the internet.
10.5 You are responsible for modifications and backup: If you need to modify your computer settings to make your computer work with the Service, you should check these modifications don’t invalidate any computer warranty you may have. If they do, we won’t be liable for any such modification carried out by you, us or our representatives. You should always back up your data against loss and corruption. We will not be responsible for any loss of data, including where data has not been backed-up.
10.6 Internet protocol (IP) addresses: You shall not use any Internet Protocol (IP) address that we have not assigned to you, or use the Service to harm the service of another internet user or impersonate another user (whether on our network or external to our network). Unless you arrange with us to have a static Internet Protocol (IP) address, we may vary the internet address allocated to you at any time without giving you notice as part of managing our network and providing services to our customers. That internet address will belong to us at all times and you may not sell or otherwise assign or transfer (or agree to sell, assign or transfer) the internet address to any person. We grant to you a non-transferable licence to use any internet address we provide while you receive internet access from us which will end when Our Agreement ends. Even if you arrange with us to have a static IP address allocated to you, we may vary the allocation if you ask us to make changes to your Service or to move your Service to a new address (although we will try to ensure your allocation does not change where possible in these circumstances). We may also need to make changes to an allocation as part of technical changes to our network (although again, we will try to avoid this where we can).
10.7 Transfer of Service: If we transfer your Service from or to another provider, you may experience a temporary loss of your Service. We will not be responsible for any such loss.
10.8 Porting telephone numbers: If you ask us to port your telephone number from or to another provider, we’ll try to do this wherever possible. If we can’t, we’ll tell you your options.
11.1 Notice of move: If you are planning to move home, please contact our Customer Services Team at help@zzoomm.com, and we’ll tell you what options you have for your Service and what fees you may have to pay (including any Early Termination Charge that may be applicable).
11.2 Scope of network: Our network does not cover the whole of the United Kingdom and we can only provide our Service at your new home if it’s already installed with our Equipment or if it’s in an area where we can install this immediately. We will advise you of this when you tell us about your move in accordance with clause 11.1.
11.3 Ending the Service: If on moving house, you wish to terminate your Service or you are moving to an address that we do not serve and so you are unable to purchase the Service at your new home, you’ll need to give us at least one month’s prior notice in accordance with clause 13.1. If your Minimum Period still applies, you will need to pay the Early Termination Charge (unless the new resident of your existing property purchases the Service). We’ll let you know how much this will be when you tell us about your move in accordance with clause 11.1.
11.4 Transferring the Service: If you are moving to an address we can serve, you can transfer the Service to the new address without having to pay the Early Termination Charge. However, you will be treated as a new customer and so you will need to repeat the ordering process, may be charged for any installation work required at the new property, and will be regarded as entering into a new contract which is subject to a new Minimum Period which will start when the Service is activated at your new home. Any then current promotional rates may not apply under the new contract.
12.1 Where we may suspend the Service: We may, immediately on notice to you and until further notice, suspend, restrict or disconnect for a specified or other period any, or all, of the Service if:
(a) our network breaks down or needs maintenance, enhancement or emergency work or we need to deal with technical problems or to make technical changes, provided that we shall endeavour to provide as much prior notice as possible to our customers in the event of such works;
(b) we are not able to provide the Service (or any part of it) for a specified or other period;
(c) we are required to do so for legal or regulatory reasons, or to comply with an applicable law, rule, regulation, order, instruction or request of a government or regulatory body, an emergency services organisation, any other competent administrative or legal authority or a court or tribunal of competent jurisdiction, or we need to update the Service to reflect or comply with changes in applicable laws or regulatory requirements;
(d) necessary to make changes to the Service (including its technical specifications) as requested by you or notified by us to you;
(e) we believe your Service or your credit or debit card have been used fraudulently or otherwise compromised;
(f) you are (or we reasonably suspect that you are) in material breach of any term of Our Agreement and you are not able to remedy that breach or, if you are able to put things right, you have not done so within seven days (or such other longer period as we specify) of us asking you to do so;
(g) you do not make any payment to us when it is due and you still do not make payment within seven days of us reminding you that payment is due;
(h) you are (or we reasonably suspect that you are) in breach the Acceptable Use Policy or the other restrictions on use of the Service in clause 9.1;
(i) any information you provide to us is (or we reasonably suspect it to be) untrue, inaccurate, incomplete or out-of-date;
(j) you (or anyone you authorise to deal with us on your behalf) acts in a way towards our representatives which we reasonably consider to be inappropriate; or
(k) any of the other circumstances described in clause 13.5 apply.
12.2 Effect of suspension: Where we suspend, restrict or disconnect for a specified or other period a Service, Our Agreement will continue unless terminated in accordance with clause 13. Except where we exercise our rights under clauses 12.1(a), (b) or (c), we may require you to continue to pay your Service Fee during the period of suspension, and our reasonable costs for suspending, restricting or disconnecting your Service and for resuming or reactivating the Service at the end of the period of suspension.
13.1 You can always end Our Agreement. Your rights to end Our Agreement during the Cooling-Off Period are set out in clause 3.1, and during the further 40-day period referred to in clause 3.6 are set out in that clause. Subject as otherwise provided in clauses 3.1, 3.6, 8.3, 13.3 and any other provision of Our Agreement, if you decide to end Our Agreement and our Service at any other time (whether during or after the expiry of the Minimum Period), you’ll need to give us at least one month’s prior written notice (such notice to be given in writing to our Customer Services Team at help@zzoomm.com) provided that, if you terminate Our Agreement before the expiry of the Minimum Period, clause 13.2 shall also apply. During the one-month notice period referred to in this clause, we will carry on providing the Service to you and you will remain liable for the Service Fee and other charges for that Service. If you do not give us at least one month’s notice of cancellation, you will charged for that part of the one-month period not covered by your notice; for example, if you only give us ten days’ notice, you will be charged for the remainder of the month. You must pay any outstanding Service Fee and other charges up to, and on, the date of actual termination (being the date of expiry of that notice period).
13.2 Cancellation during the Minimum Period and Early Termination Charges: If you cancel your Service and/or Our Agreement before the expiry of the Minimum Period applicable to your Service (but after the end of the Cooling-Off Period or the further 40-day period referred to in clause 3.6) or if we end Our Agreement in accordance with clause 13.5 (including, without limitation, for non-payment of Service Fees or other charges) during the Minimum Period, we may charge you an Early Termination Charge to compensate us for the losses we sustain on ending our Agreement early during the Minimum Period. You will not be charged the Early Termination Charge if you cancel the Service during the Cooling-Off Period pursuant to clause 3.1, or during the further 40-day period referred to in clause 3.6 (subject as provided therein), or where clauses 8.3, 13.3 or 13.4 applies or if clause 11 so provides. The Early Termination Charge will be levied at the applicable rate set out in the Price Guide and will depend on the number of months which have elapsed since the date your Service was activated when you give us your notice to cancel. We will confirm the amount of the Early Termination Charge when we receive your written notice to cancel and it will be included in your final invoice; that Early Termination Charge will not be more than the Service Fee and other charges you would have paid for the Service for the remainder of the Minimum Period and will take into account any costs we save (including the cost of no longer providing you with the Service). We will charge any Early Termination Charge directly to your account, together with any other debits (but subject to any credits) due when your Service ends; payment of these will be made through your normal Direct Debit on the day after your Service ends. By entering into Our Agreement, you are authorising us to use your Direct Debit for this purpose although we will give you reasonable notice before making any such payments, debits or credits.
13.3 Your cancellation for loss of Service: You may end our Agreement immediately by notice in writing to our Customer Services Team at help@zzoomm.com if you’ve experienced a total loss of your Service (other than as a result of our suspending, restricting or disconnecting the Service in accordance with clause 12) for at least 30 continuous days in circumstances where you notified us of the problem promptly when it happened and have given us a reasonable opportunity to resolve it (by remote diagnostics or an engineer visit). In such circumstances, you do not have to pay an Early Termination Charge.
13.4 Restoring your Service: If you have notified us that you wish to cancel your Service but change your mind and want to retain your Service, you can reverse the cancellation, without interruption to your Service and without incurring any Early Termination Charge or other fees and charges, not less than two Business Days before the date your Service is due to be terminated; if you exercise this right, Our Agreement will continue in full force and effect in accordance with its terms. If your Service is suspended or terminated, we may charge you a fee to reconnect the Service.
If you end Our Agreement, you will not be eligible to sign up again immediately as a new customer in order to access any promotional offers or offers available to new customers. A period of 30 days must pass from the date Our Agreement ends before you may re-join as a new customer and become eligible for such offers.
13.5 Our termination of Our Agreement for default or misconduct: We may end the Service and/or Our Agreement at any time immediately on notice to you if:
(a) we are entitled to suspend, restrict or disconnect the Service or any product under clause 12;
(b) you become insolvent or are unable to pay your debts as they fall due; you have a statutory demand or bankruptcy petition or order issued against you or you are declared bankrupt; or an application is made for an interim order against you under the Insolvency Act 1986 (as amended from time to time); or a proposal for an individual voluntary arrangement is made in respect of you; or you make a composition or arrangement with, or for the benefit of, any of your creditors; or any other legal action or proceedings are issued, taken or threatened against you or your property on account of debt or non-payment of any sums owing by you;
(c) we believe that you (or any other person using your Service) have committed, or may be committing, any fraud against us or any other person or organisation (whether or not by using your Service and/or our Equipment);
(d) you are in material breach of any term of Our Agreement and you are not able to remedy that breach or, if you are able to put things right, you have not done so within seven days (or such longer period as we specify) of us asking you to do so;
(e) you do not make any payment to us when it is due under Our Agreement, and you still do not make that payment within seven days of us reminding you that the payment is due;
(f) you (or any other person using your Service) use our network in breach of our Acceptable Use Policy or any of the other restrictions on use in clause 9.1; or harass, abuse, or threaten our representatives or otherwise act in a manner which we consider sufficiently serious to justify termination of Our Agreement;
(g) you do not, promptly upon request, allow us access to your property to supply the Service, to deliver or install any Equipment required in order for you to receive your Service, and/or to exercise our rights under clause 5.7;
(h) we have reason to believe that you have provided us with false, inaccurate or misleading information for the purpose of obtaining the Service and/or any Equipment from us, or at any time during the provision of the Service;
(i) any permission, consent or approval necessary for us to provide the Service (including, without limitation, the licence referred to in clause 9.1(k)) or to connect, maintain, modify or replace the Equipment required for the Service is terminated or withdrawn for any reason; or
(j) we are specifically entitled to do so under any other clause of Our Agreement.
13.6 Our termination of Our Agreement on notice: We may end Our Agreement with you at any time after the end of the Minimum Period by giving you not less than one month’s prior notice.
13.7 Refunds: If we end Our Agreement pursuant to clause 13.5 or 13.6, we will refund any money you have paid in advance for any part of the Service which we have not provided. We will make that refund within fourteen (14) days of ending Our Agreement by the same method you used to make payment. However, we may deduct from that refund, or otherwise charge, reasonable compensation for the net costs which we may incur as a result of your default or misconduct within clause 13.5, together with any other amounts due from you at the end of Our Agreement (such as Early Termination Charges or charges for any Equipment which has not been returned in accordance with clause 13.8). We will explain these deductions to you in writing.
13.8 Returning Equipment: Promptly upon the termination of Our Agreement for any reason (whether by you or us), you are required to return any item of Equipment which we have provided to you (except for the wall box (also known as the “optical network terminal” or “ONT”). We will send you a free returns label and, subject to you receiving this, you will be required to package the Equipment securely and safely and return it to the specified address. Failure to return the Equipment in this way within thirty days of Our Agreement ending may result in you being charged the replacement cost of the relevant Equipment or reasonable recovery costs as set out in our Price Guide. In addition to our other rights, we reserve the right to bring legal proceedings against you for the return of the Equipment.
Upon the termination of Our Agreement for any reason or the cessation of the Service and following the return of the Equipment (but without limitation to clause 5.12), we will not be responsible for the removal of any cabling or infrastructure used for the Equipment in, on or to your property, nor for making good any damage to your property caused by the removal of the Equipment.
If you would like us to remove any Equipment or related cabling or infrastructure and to make good any damage to your property caused by their removal (including any redecoration or replacement of fixtures and fittings), you may request us to do so but we may charge for this at such rates as we shall notify you at the time.
If for any reason (and notwithstanding the other provisions of this clause 13.8) we decide in our discretion that it is necessary for us to remove the Equipment and/or related cabling or infrastructure ourselves, we will make good any damage to your property caused by their removal or by our accessing your property for such purposes provided that we shall not be responsible for the cost of repairing any pre-existing faults or damage to your property that we discover while carrying out the removal.
13.9 Ending Our Agreement through One Touch Switch: If you use the One Touch Switching process to end Our Agreement, then the other provisions of this clause 13 shall continue to apply, and we will charge you any Early Termination Charges which may be due under clause 13.2, or for any Equipment which has not been returned in accordance with clause 13.8, at the end of Our Agreement. We will treat the date when your new provider notifies us that they have commenced providing your new service (the “Trigger Date”) as your contract end-date, and will continue to provide your Service up until that Trigger Date. We will compensate you with a credit equivalent to the additional Service period if we do not cease your Service on that Trigger Date provided that your new provider correctly told us to trigger your switch.
14.1 We are responsible to you for any reasonably foreseeable loss and damage caused by us: If we fail to comply with Our Agreement, we are responsible for any loss or damage you suffer that is caused by us and is a reasonably foreseeable result of our breaching Our Agreement or our failing to use reasonable skill and care in the provision of the Service in accordance with our legal obligations to you, but we are not responsible for any loss or damage that is not reasonably foreseeable.
14.2 Liability which is not excluded: We do not exclude or limit in any way our liability to you where it would be unlawful to do so. This includes liability for:-
(a) death or personal injury caused by our negligence or the negligence of our employees or other representatives;
(b) fraud or fraudulent misrepresentation; or
(c) breach of your statutory or legal rights in relation to the Service (including the right to have the Service supplied with reasonable skill and care and in accordance with our description of the Service). Any goods we supply to you must be as described and match information we have provided to you, and must be of satisfactory quality and fit for any particular purpose made known to us. Nothing in Our Agreement affects these statutory or legal rights. For more details on your rights as a consumer, please contact the Citizens Advice Bureau (at www.citizensadvice.org.uk) or the trading standards department at your local authority.
14.3 We are not liable for business or indirect losses: We only supply the Service to you for domestic, personal and non-commercial use. If you use the Service for any commercial, business or re-sale purpose, we will have no liability to you for any loss of profit, revenue, contracts, anticipated savings, business or business opportunity, nor for any business interruption nor for any indirect, special, incidental or consequential losses arising out of your use of the Service.
14.4 We are not liable for unauthorised use, events beyond our reasonable control or your default: We are not responsible or liable for any losses arising out of:-
(a) any unauthorized use of your Service;
(b) any failure to perform, or delay in performance of, any of our obligations that is caused by events outside our reasonable control; or
(c) your failure to discharge your obligations under Our Agreement.
14.5 Our total liability: Subject to clause 14.2, our total liability to you for all claims arising under Our Agreement shall be limited to a sum equivalent to the aggregate Service Fees that you have paid or would have to pay to us under our Agreement for the 12-month period ending on the date of the relevant claim.
14.6 Mitigation of any loss or damage: You must always try your best to reduce any losses, damages or costs you may incur.
14.7 Making a claim: If you believe that your rights are being infringed, you may submit a written notice to us at help@zzoomm.com. We will respond as soon as possible to such a notice. Upon receipt of such a notice, we may take such actions as we may reasonably think fit without any admission of liability on our part and without prejudice to any rights, remedies or defences we may have (all of which are expressly reserved). In submitting such a notice, you grant us the right to use, reproduce, modify, adapt, publish, translate, create derivative works from, and display the content of such notice throughout the world in any media (including, without limitation, the right to forward such notice to our professional advisers and to the parties involved in the provision of the allegedly infringing content). You agree to indemnify us for all claims, loss or liability we may incur as a result of, or in connection with, the exercise of such right.
15.1 In operating the Service, we may collect your personal data (such as your e-mail address, subscription information and demographics). We will only use your personal data and other information in accordance with our Privacy Policy – https://zzoomm.com/zzoomm-plc-privacy-policy. By ordering and/or using the Service, you agree to be bound by this Privacy Policy. We may change and update our Privacy Policy in our sole discretion from time to time without prior notice to you.
15.2 We are entitled to e-mail service announcements to you in connection with the Service.
16.1 We may monitor and record any telephone calls between you and any of our representatives for training and contract management purposes, to enable us to monitor the quality of our services, to ensure compliance with our legal and regulatory obligations and procedures, to prevent or detect crime, and to ensure that you are using your Service in accordance with our Acceptable Use Policy and clause 9.1.
16.2 If requested to do so by a government or regulatory body or any other competent administrative or legal authority, we may monitor communications using the Service including, without limitation, any content or material transmitted via the Service.
17.1 Our relationship with you: Nothing in Our Agreement and no action taken by you or us pursuant to Our Agreement shall constitute, or be deemed to constitute, a partnership, other association, joint venture or contract of employment between us and you, nor authorise you to act as agent for us. You shall not have authority to make representations for, act in the name of, or otherwise bind us in any way.
17.2 Transfer of contractual rights and obligations:
(a) You may not assign, transfer or delegate Our Agreement (or your rights and obligations under it) to another person without our prior written consent.
(b) We may, without restriction, assign, transfer, sub-contract or delegate Our Agreement (and any rights and obligations under it), at our sole discretion to one of our subsidiaries or to another person, company or other organisation. We will notify you in writing if this happens. This may mean that one or more different companies are responsible for providing the Service under Our Agreement but this will not affect how much you pay and the companies providing the Service will still be obliged to do so in accordance with the terms of Our Agreement. Accordingly, your rights and obligations under Our Agreement will not be affected. Payment requests and invoices will clearly set out which company or companies are legally responsible for the Service.
17.3 Third-party rights: Our Agreement is between you and us. No other person shall have any rights under Our Agreement or to enforce any of its terms except for our subsidiaries or permitted assignees. Neither of us will need to get the agreement of any other person in order to end Our Agreement or make any changes to its terms. Where you enter into separate agreements or terms and conditions with third parties, we are not a party to those agreements, terms and conditions and shall have no right to enforce them or represent you with regard to that third party.
17.4 If a court finds any part of Our Agreement illegal: Each of these Terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining Terms will remain in full force and effect.
17.5 No waivers: If we do not insist immediately that you do anything you are required to do under Our Agreement, or if we delay in enforcing any of our rights or remedies under Our Agreement, that will not mean that we have waived our rights against you or that you do not have to do those things, nor prevent us taking steps against you at a later date. For example, if you miss a payment and we do not chase you but we continue to provide the Service, we can still require you to make the payment later. If we do waive a default by you, we will only do so in writing, but that will not mean that we will automatically waive any later default by you.
17.6 Entire agreement: Our Agreement represents the entire understanding between you and us in relation to the Service and supersedes all other written or verbal representations, statements or agreements made by either you or us relating to the Service. No terms or conditions in any purchase order or other document which you provide in connection with Our Agreement shall be binding on us.
17.7 Confidentiality: You shall keep confidential and secure at all times all information disclosed to you by, or on behalf of, us which could be reasonably considered to be confidential (including, without limitation, any software, operating manuals, usernames and passwords which we provide to enable you to access or use the Service and all information disclosed by us to you which relates to our business which is not in the public domain). You shall not use any such information so provided other than to exercise your rights or perform your obligations under Our Agreement, nor disclose it other than to your employees, agents or contractors who need to use it for its intended purpose. You shall ensure that such employees, agents and contractors abide by the provisions of this clause as if party hereto. All information (and copies of it) shall be immediately returned to us on termination or cancellation of Our Agreement.
17.8 Governing law and where you may bring legal proceedings: Our Agreement is governed by the laws of England and Wales, and you or we can bring legal proceedings in respect of your Service or Our Agreement in the courts of England and Wales.
17.9 Complaints: If you are unhappy with any aspect of the Service, we will do all we reasonably can to put things right. Any issue or problem you raise with us will be investigated from the date the issue is first logged. If you are not happy with the timeline for resolving the matter or the way it has been handled, you can raise it under our formal disputes and complaints procedure. Details of this procedure and how to contact the Ombudsman Services can be found on our website – see our “Complaints Code of Conduct” here. Alternatively, you can obtain a copy by contacting our Customer Services Team at help@zzoomm.com.
18.1 Contacting us: If you have any questions or concerns about your Service, you can contact us by:-
(a) e-mail to help@zzoomm.com; or
(b) telephone on 03 33 11 99 33; or
(c) post at Zzoomm Plc, Sankey Valley Industrial Estate, Anglezake Road, Newton-Le-Willows, WA12 8DJ. If you contact us by post, it may take us up to five Business Days to process your request or communication.
18.2 Contacting you:
(a) If we have to contact you, we will do so by telephone or, if so required under these Terms, by writing to you at the e-mail address or postal address you provided to us in your order (or such other address as you may notify to us from time to time).
(b) You agree and acknowledge that any notices, disclosures or other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing, unless any applicable law specifically requires a different form of communication.