Connectivity – Terms Of Business

FOCUS TECHNOLOGY EUROPE LTD LIMITED: CONNECTIVITY TERMS OF BUSINESS

1. THESE TERMS

1.1 Parties. These terms apply to the provision of services between Focus Technology Europe Ltd Limited, a company incorporated in England and Wales with company number 07592049 (Focus Technology Europe Ltd) and the business customer named in the order (the Customer) with whom Focus Technology Europe Ltd contracts subject to these terms to provide equipment and services. Further information about Focus Technology Europe Ltd is set out in paragraph 2 below.

1.2 Application of these terms. These terms, together with the other documents which are referred to in them, form the contract between Focus Technology Europe Ltd and the Customer (the Contract) for the provision of the service that the Customer has have selected in the order form (the Service) and the relevant equipment and installation and set-up services that the Customer will need so that it can receive the Service. The Service is subject to the following terms which are set out on Focus Technology Europe Ltd’s website at www.focus-technology.co.uk, and which form part of the Contract:

1.2.1 Focus Technology Europe Ltd’s Acceptable Use Policy https://focus-technology.co.uk/acceptable/;

1.2.2 Privacy Policy https:// focus-technology.co.uk /privacy-policy/; and

1.2.3 Fair Use Policy https:// focus-technology.co.uk /fair-use/; and

1.2.4 Price Guide as published from time to time.

1.3 What these terms contain. These terms set out how Focus Technology Europe Ltd will provide the Service and the related installation and set-up services and receiving equipment (the Equipment) to the Customer, how the Customer will be charged, how the Contract can be brought to an end and the consequences of this, the limits on Focus Technology Europe Ltd’s liability to the Customer, how to contact Focus Technology Europe Ltd if there is a problem and other important information. Please read them carefully before submitting an order. If the Customer is unsure about any part of these terms, it should contact Focus Technology Europe Ltd at hello@nullfocus-technology.co.uk to discuss them or ask for clarification before placing an order.

1.4 These terms apply to business customers only. A person who buys the Service from Focus Technology Europe Ltd, will have different rights depending on whether they are a business customer or a consumer (that is an individual buying the services for personal home use which is not in connection with his or her trade, business, craft or profession). These terms apply to business customers only. If the customer named in the order form is an individual buying the service for personal home use, please let Focus Technology Europe Ltd know, so that it can provide the appropriate terms.

1.5 Whose instructions may Focus Technology Europe Ltd rely on? Focus Technology Europe Ltd may take instructions from, and rely on the instructions of, any person that the Customer nominates for this purpose or whom Focus Technology Europe Ltd reasonably believes is acting on behalf of the Customer and with the Customer’s authorisation.

 

2. FURTHER INFORMATION ABOUT FOCUS TECHNOLOGY EUROPE LTD AND HOW TO CONTACT US

2.1 Where to contact Focus Technology Europe Ltd and its VAT number. Focus Technology Europe Ltd’s registered office and business address is at Unit 3 Woodmine Business Park, Semmens Way, Redruth, Cornwall TR15 1FU and its registered VAT number is GB 111 3536 62.

2.2 Contact details. Focus Technology Europe Ltd can be contacted by email or telephone to Focus Technology Europe Ltd’s customer service team at hello@ focus-technology.co.uk or 01209 613660 or by writing to Focus Technology Europe Ltd at Focus Technology Europe Ltd Limited, Unit 3 Woodmine Business Park, Semmens Way, Redruth, Cornwall TR15 1FU.

2.3 How Focus Technology Europe Ltd contacts Customers. Focus Technology Europe Ltd contacts its Customers, usually in writing (which includes emails) to the email address or postal address provided to Focus Technology Europe Ltd in the Customer’s order or by telephone, but the primary means of communication will be through Focus Technology Europe Ltd’s customer portal. For more about this see paragraph 7 below.

2.4 Monitoring and recording communications. Focus Technology Europe Ltd may monitor and record its communications via email or telephone conversations. This information may be used for training purposes, recording details about the Service, installation and set-up services and any issues arising in relation to them, maintaining the quality of its services and ensuring compliance with legal and regulatory requirements.

 

3. FOCUS TECHNOLOGY EUROPE LTD’S CONTRACT WITH THE CUSTOMER

3.1 Customer orders. An order may be placed in person with one of Focus Technology Europe Ltd’s team direct in person or by phone 01209 613660 or via Focus Technology Europe Ltd’s online order form but must be placed by a duly authorised representative of the Customer.

3.2 Order Acknowledgement. Once an order has been placed for the Service (and related installation and set-up services), Focus Technology Europe Ltd will acknowledge the order by email, but that does not mean that the order has been accepted. Focus Technology Europe Ltd will need to check that it can provide the Service to the Customer’s geographic location and carry out other checks (such as identity checks for the Customer and its directors and credit checks) before Focus Technology Europe Ltd can accept the Customer’s order and agree to provide the Service to the Customer.

3.3 How Focus Technology Europe Ltd accepts an order. This will only happen once Focus Technology Europe Ltd has confirmed that it can provide the Service to the Customer’s office or other location (the Premises) and, if necessary surveyed the Premises, and provided details of the installation and set-up costs and the Customer has confirmed that these are agreed. Focus Technology Europe Ltd will then carry out its standard checks on new business customers, which the Customer agrees to by placing an order with Focus Technology Europe Ltd, and when these are completed to Focus Technology Europe Ltd’s satisfaction, Focus Technology Europe Ltd will contact the Customer either by telephone (confirmed by email) or by email confirming acceptance of the Customer’s order and stating the next steps to arrange for installation and set-up of the Equipment. The Customer should print off and keep a copy of these terms for reference purposes.

3.4 If Focus Technology Europe Ltd cannot accept the Customer’s order. If Focus Technology Europe Ltd is unable to accept a Customer’s order, Focus Technology Europe Ltd will inform the Customer of this in writing via email and will not charge the Customer for the Service or any related charges relating to the installation or set-up of Equipment. This might be because Focus Technology Europe Ltd cannot provide the Service to the Customer’s geographical location, because there are line of sight obstructions (for example, overhanging trees), the Premises are unsuitable for the installation of the Equipment, because of unexpected limits on Focus Technology Europe Ltd’s resources, which Focus Technology Europe Ltd could not reasonably plan for, because Focus Technology Europe Ltd was not satisfied with the results of the checks it carried out on the Customer or because Focus Technology Europe Ltd has identified an error in the price or description of the Service.

3.5 The Customer’s order number. Once Focus Technology Europe Ltd accepts a Customer’s order, Focus Technology Europe Ltd will assign an order number to the Customer’s order and confirm acceptance of the order. It will help Focus Technology Europe Ltd if the Customer can provide the order number whenever anyone contacts Focus Technology Europe Ltd about the Customer’s order for the Service. When an order is accepted, Focus Technology Europe Ltd will also send the Customer information to allow it to access and manage the Customer’s online account with Focus Technology Europe Ltd via its customer portal as described in paragraph 7 below. At that stage, the person authorised by the Customer to deal with the Focus Technology Europe Ltd in relation to the order, will be able to arrange for Focus Technology Europe Ltd to visit the Premises to install and set up the equipment and activate the Service.

3.6 No right to cancel once an order is accepted. Where an order is placed with Focus Technology Europe Ltd by a Customer which is a business The Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 do not apply, so there is no right for the Customer to change its mind and cancel the Contract.

3.7 Focus Technology Europe Ltd only sells to the UK. Focus Technology Europe Ltd’s website is solely for the promotion of the Service in the UK. Unfortunately, Focus Technology Europe Ltd does not accept orders from addresses outside the UK.

 

4. SET UP OF THE EQUIPMENT AND ACTIVATION OF THE SERVICE

4.1 Site Survey at the Customer’s Premises. Depending on the nature and size of the Premises where the equipment is to be installed, Focus Technology Europe Ltd may need to carry out a survey at the site in order to establish whether Focus Technology Europe Ltd will be able to provide the Service to the Premises, what Equipment would need to be installed and at which locations at the Premises. If, after this survey is carried out by one of Focus Technology Europe Ltd’s engineers, Focus Technology Europe Ltd will contact the Customer by phone or via e-mail to notify the Customer whether or not the Service can be provided, where the Equipment will need to be located and of the installation and set-up costs. Focus Technology Europe Ltd will also notify the Customer at this stage about any work the Customer will need to carry out to prepare the location(s) at the Premises for the installation of the Equipment.

4.2 Installation and set-up of the Equipment and the Service activation date. Once Focus Technology Europe Ltd has accepted an order, Focus Technology Europe Ltd will contact the Customer to arrange a set-up and activation date with the Customer either via its duly authorised representative or via e-mail. Focus Technology Europe Ltd’s engineer will then aim to visit the Customer’s Premises to install and set-up the Equipment and activate the Service on the agreed date. Any date Focus Technology Europe Ltd provides to the Customer is an estimate only and time is not of the essence in respect of that date. If Focus Technology Europe Ltd has to change the installation and set-up date or delay the installation and set-up of the Equipment and activation of the Service for any reason, it will aim to notify the Customer as soon as possible so that another date can be arranged.

4.3 The Customer is responsible for obtaining consents. The Customer is responsible for applying for and obtaining any consents or permissions that are required for the Equipment to be installed and set up at the Premises to use the Service (for example, planning permissions, from local authorities, consents from landlords etc). Focus Technology Europe Ltd does not have to set up the Equipment or make the Service available until the Customer has satisfied Focus Technology Europe Ltd that all relevant consents or permissions have been obtained for the installation and set-up of the Equipment at the Premises.

4.4 The Customer is responsible for preparation of the Premises. The Customer is also responsible for ensuring that the Premises are prepared in accordance with any instructions Focus Technology Europe Ltd has provided in advance to the Customer.

4.5 Access to the Premises for installation and set-up. The Customer must arrange for Focus Technology Europe Ltd to have access to the Premises when Focus Technology Europe Ltd’s engineer visits the Premises to install and set-up the Equipment. The Customer shall also ensure that that an appropriately authorised representative of the Customer is available to meet the engineer and liaise with the engineer about the installation and set-up of the Equipment and activation of the Service.

4.6 Location of equipment. If there has been a site visit prior to the engineer’s visit to the Premises to install and set up the equipment, Focus Technology Europe Ltd’s engineer will install and set up the equipment at the agreed locations. If there has not been a previous site visit, Focus Technology Europe Ltd’s engineer will try to locate the equipment in the Customer’s preferred location at the Premises but, for technical or other reasons related to the Service, Focus Technology Europe Ltd may not be able to do this. If this happens Focus Technology Europe Ltd will endeavour to agree a mutually acceptable location for the equipment with the Customer. Focus Technology Europe Ltd’s installation guide outlines what Focus Technology Europe Ltd will do at the Customer’s Premises.

4.7 Compliance with Health and Safety Requirements. Each party agrees to comply with the reasonable health and safety requirements of the other party at the Premises and in connection with the installation and set-up of the Equipment and the activation of the Service.

4.8 Restrictions on moving the equipment. Once the Equipment has been set up by Focus Technology Europe Ltd, neither the Customer nor its employees or contractors should try to adjust or move the equipment since the equipment remains Focus Technology Europe Ltd’s property at all times. The Customer must contact Focus Technology Europe Ltd if the Equipment needs to be moved or any adjustment or repair needs to be made to it for any reason and Focus Technology Europe Ltd will arrange a visit so that a Focus Technology Europe Ltd engineer can do this. Focus Technology Europe Ltd is not responsible for any loss or damage caused by the Customer or anyone acting on its behalf installing, setting up, repairing, attempting to adjust or moving the Equipment or authorising anyone other than Focus Technology Europe Ltd to do this on its behalf.

4.9 Electricity and other facilities the Customer needs to provide. The Customer agrees that it is the Customer’s responsibility to ensure that there are suitable power sources, cabling, wiring, power outlets and/or sockets for the Equipment that comply with the requirements Focus Technology Europe Ltd has notified to the Customer via e-mail for the installation and set-up of the Equipment at the Premises. Focus Technology Europe Ltd is under no obligation to install and set up the Equipment and make the Service available to the Customer if it is not practical to set up the Equipment for health and safety reasons or any other reason.

4.10 Other equipment owned by the Customer. Focus Technology Europe Ltd will take reasonable care not to damage the Customer’s other equipment at the Premises. However, where the Equipment needs to be connected to other services or equipment belonging to the Customer (such as computers, IT systems or other devices), Focus Technology Europe Ltd is not responsible for that equipment working properly.

4.11 Acceptance testing of the Equipment and the Service. Once Focus Technology Europe Ltd has installed and set-up the Equipment, it will be activated and the Focus Technology Europe Ltd engineer will then carry out Focus Technology Europe Ltd’s standard acceptance testing procedure to ensure that it is working correctly. Once it has been tested and Focus Technology Europe Ltd’s engineer is satisfied that the Service is working, the Customer’s representative, if available, will be asked to sign off a certificate of acceptance of the Service. In any event, if the Customer makes use of the Service after its activation the Customer will be deemed to have accepted the Service whether or not an acceptance certificate was signed by or on behalf of the Customer.

4.12 Focus Technology Europe Ltd’s instructions for use of the Equipment. The Customer should at all times comply with the instructions Focus Technology Europe Ltd provides to the Customer relating to use of the Equipment provided to the Customer to enable it to use the Service. If the Equipment provided by Focus Technology Europe Ltd is faulty, then the Customer should notify Focus Technology Europe Ltd of this fact as soon as possible so that it can attempt to remedy this and, if necessary, replace the Equipment.

 

5. PROVISION OF THE SERVICE BY FOCUS TECHNOLOGY EUROPE LTD

5.1 When the Service starts and the minimum commitment period. The Service starts when Focus Technology Europe Ltd’s engineer activates it after installation and set-up of the Equipment and the Service is accepted either in writing or by making use of it after its activation. The Service will then continue until the Customer’s subscription expires or the Customer ends the Contract as described in paragraph 13 below or Focus Technology Europe Ltd ends the contract by written notice to the Customer as described in paragraph 14 below. The minimum commitment period for the Service the Customer orders will be as set out in the Customer’s order and this will start on the activation date or, if later, the date it is accepted in writing or by the Customer starting to use the Service.

5.2 The Service provided by Focus Technology Europe Ltd. The Service that Focus Technology Europe Ltd provides will be as described either on Focus Technology Europe Ltd’s website for the package that the Customer has selected or in a written proposal, and will include support via email and a helpdesk. As part of the Service, Focus Technology Europe Ltd will also provide the Customer with the Equipment and set up and installation services referred to in paragraph 4 above.

5.3 Quality of the Service. Focus Technology Europe Ltd’s aim is to provide a continuous uninterrupted service which is in accordance with the description of the Service as set out in the proposal or on Focus Technology Europe Ltd’s website, but from time to time there may be interruptions or problems with the Service and the Customer acknowledges that this is the case. Focus Technology Europe Ltd will try to rectify any interruptions and problems with the Service as soon as reasonably possible, but some circumstances may be beyond Focus Technology Europe Ltd’s control (for example, snow or hail is likely to interrupt the Service if it is a wireless connection). Any services provided by Focus Technology Europe Ltd will be supplied within a reasonable time and with reasonable skill and care and the Equipment Focus Technology Europe Ltd provides to the Customer will be of satisfactory quality and suitable for the purpose for which it is provided to the Customer.

5.4 What happens at the end of the minimum commitment period? At least three months prior to the end of the minimum commitment period, Focus Technology Europe Ltd will email the Customer to remind the Customer that the minimum commitment period is coming to an end. If the Customer wants to end the Service at the end of the minimum commitment period, it should give Focus Technology Europe Ltd at least three months’ written notice of this. If the Customer does not do this, the contract for the Service will continue for further period twelve months after the end of the minimum period. The Contract will continue for consecutive periods of 12 months unless the Customer gives three months’ notice to end the Contract when the then current term comes to an end. Either party may also end the Contract at other times in the circumstances set out elsewhere in these terms.

 

6. THE CUSTOMER’S USE OF THE SERVICE

6.1 The Service is only for use by the Customer. The Service provided under the Contract is intended for business use by the Customer only. Focus Technology Europe Ltd has separate terms and conditions which apply to use by individuals and their families for their own domestic use. Focus Technology Europe Ltd reserves the right to end the Service immediately, if it finds that the Customer is using the Service in a way which is not in accordance with the Contract.

6.2 Use of the Service using the Customer’s account. The Customer is responsible for any use of the Service using its account and for the payment of the charges for using that account. This is the case whether those charges relate to use by the Customer or anyone else, regardless of whether or not the Customer gave its permission to any other person to make use of the Service. The only exception is where the charges result from fraudulent use of the Customer’s account by someone else. If the Customer becomes aware of any fraudulent use, it should inform Focus Technology Europe Ltd as soon as possible.

6.3 How the Customer uses the Service. The Customer and its employees and contractors that it allows to use the Service must comply with Focus Technology Europe Ltd’s Acceptable Use Policy and Focus Technology Europe Ltd’s requirements relating to use of the Service as set out in the Contract. The Customer must also ensure that any use it make of the Service and any equipment connected to the network will not interfere or harm it or affect Focus Technology Europe Ltd’s other customers’ equipment or use of the Service and that the Customer complies with Focus Technology Europe Ltd’s instructions regarding security of the Service. If Focus Technology Europe Ltd reasonably considers that the Customer or anyone acting on its behalf has done anything which adversely affects the Service or other customers’ use of it, Focus Technology Europe Ltd reserves the right to end the Contract or restrict the Customer’s use of the Service immediately.

6.4 When Focus Technology Europe Ltd can restrict the Customer’s use of the Service. Focus Technology Europe Ltd can restrict a Customer’s use of the Service:

6.4.1 if the Customer is doing anything illegal or failing to comply with Focus Technology Europe Ltd’s policies (including the Acceptable Use Policy) or these terms; or

6.4.2 the Customer is adversely affecting use of the Service or Focus Technology Europe Ltd’s other customers’ use of its network; or

6.4.3 if it is necessary to restrict the Customer’s use of the Service to stop the spread of any computer virus or similar threats within the Customers’ equipment or network or within Focus Technology Europe Ltd’s network. Focus Technology Europe Ltd may also need to interrupt the Service from time to time to make technical changes but, if Focus Technology Europe Ltd does so, it will restore the Service as quickly as it can in the circumstances.

6.5 Customer’s Indemnity. The Customer agrees to indemnity Focus Technology Europe Ltd and keep it indemnified against any and all claims or legal proceedings that are brought or threatened against Focus Technology Europe Ltd because the Customer has failed to comply with the terms of the Contract. Focus Technology Europe Ltd agrees that it will promptly notify the Customer about any such claims and legal proceedings and keep the Customer informed about their progress.

 

7. MANAGING THE CUSTOMER’S ACCOUNT

7.1 Access to the Customer’s account. Once a potential customer has expressed an interest in Focus Technology Europe Ltd’s services and have asked Focus Technology Europe Ltd to carry out a site survey at the offices or site used by it, Focus Technology Europe Ltd will email the Customer with details of where the Customer may access and update information relating to the Customer’s account with Focus Technology Europe Ltd.

7.2 Access to billing information. The Customer and its employees or other that it authorises on its behalf will be able to access the Customer’s bills. Focus Technology Europe Ltd will notify the Customer when new billing information is available. The Customer will also be able to update or change its contact and other information and update its payment method (eg if the Customer move banks or a credit card expires) via Focus Technology Europe Ltd’s customer support team.

 

8. CHARGES AND PAYING FOR THE SERVICE AND RELATED SERVICES

8.1 Where to find details of charges for the Service and related services and equipment. The charges for the Service (and set-up services and installation of the equipment) will be the charges set on the order form when an order is placed or as subsequently agreed by Focus Technology Europe Ltd and the Customer in writing. If Focus Technology Europe Ltd needs to carry out a site survey at the Customer’s Premises, Focus Technology Europe Ltd may need to supply the Customers with details of the installation costs after the Customer completes the initial order form. Where this is the case, Focus Technology Europe Ltd will ask for confirmation that the Customer wishes to proceed before confirming its acceptance of the order. Focus Technology Europe Ltd takes all reasonable care to ensure that the charges for the Service and related services advised to a Customer are correct. However, please see paragraph 8.7 for what happens if Focus Technology Europe Ltd discovers an error in the charges of the Service for which the Customer places an order.

8.2 When Focus Technology Europe Ltd will start to charge the Customer. When Focus Technology Europe Ltd accepts a Customer’s order for the Service (or confirm an order where a survey was carried out at the Premises and there are additional installation charges), Focus Technology Europe Ltd will charge the Customer for the fee (which covers the installation of the Equipment and the set-up services)(the Set-up Fee), but Focus Technology Europe Ltd will not charge the Customer for the Service until it has been activated and accepted by the Customer (either by signing an acceptance certificate or making use of the Service once it has been activated). Focus Technology Europe Ltd will charge the Customer for the first instalment of the subscription charges for the Service when it is informed by the Focus Technology Europe Ltd engineer that the Service has been activated (subject to any “bedding in” period) and either the Customer has signed the acceptance notice or the Customer has indicated its acceptance by using the Service once it has been activated.

8.3 When and how the Customer must pay. Details of the methods of payment that Focus Technology Europe Ltd will accept are set out on the order page of the Focus Technology Europe Ltd website and if a Customer places an order in person with one of Focus Technology Europe Ltd’s representatives or over the phone, they will notify the Customer of the methods of payment. Focus Technology Europe Ltd will charge the Customer for the Service during period of the contract (which will be subject to the minimum commitment period in set out in the Customer’s order) as follows:

8.3.1 the Set-Up Fee will be charged to the Customer when Focus Technology Europe Ltd emails the Customer to confirm acceptance of the Customer’s order (which may be after installation costs have been confirmed, if there was a site survey at the Premises);

8.3.2 the first instalment of the Customer’s subscription fee will be charged to the Customer when the Service is activated (subject to any “bedding in” period) by Focus Technology Europe Ltd’s engineer and either a notice of acceptance is signed by the Customer or the Customer confirms its acceptance by starting to use the Service; and

8.3.3 thereafter, a monthly subscription fee, as set out in the order which will be payable monthly in advance.

The monthly subscription fee will remain unchanged during the initial minimum commitment period unless the Customer notifies Focus Technology Europe Ltd that it wishes to change its bandwidth requirements or move to a different Service package.

8.4 Increases in charges after the minimum commitment period. Focus Technology Europe Ltd may increase the Customer’s monthly subscription charge for the Service after the minimum commitment period by giving the Customer’s at least three months’ notice of this. When Focus Technology Europe Ltd emails a Customer to notify it that the minimum commitment period is coming to an end, Focus Technology Europe Ltd will tell the Customer about any increase in the charges (and about any other changes to the Service) if the Customer wants to continue the Service after the minimum commitment period. If the Customer does not agree to the increase in charges or other changes to the Service, the Customer should notify Focus Technology Europe Ltd of this by giving three months’ notice to end the contract at the end of the then current term. If Focus Technology Europe Ltd does not hear from the Customer, Focus Technology Europe Ltd will assume that that the Customer wants the contract to continue for a further period of twelve months, once the minimum commitment period comes to an end.

8.5 Additional charges for support in certain circumstances. Usually, Focus Technology Europe Ltd will be able to provide remote support for the Service and Equipment. However, in some cases Focus Technology Europe Ltd may be entitled to charge a Customer for an engineer visiting the Customer’s Premises: see paragraph 11 below. These charges are set out in Focus Technology Europe Ltd’s Price Guide for business customers.

8.6 VAT and changes in the rate of VAT. Focus Technology Europe Ltd’s charges for business customers are shown exclusive of VAT which will be charged in addition at the rate applicable from time to time.

8.7 What happens if there is an error in Focus Technology Europe Ltd’s charges. It is always possible that, despite its best efforts, there may be an error in the charges Focus Technology Europe Ltd makes to a Customer. If there is a change in the charges that will be made to a Customer after the Customer has placed an order (eg because of additional installation costs following a site survey at the Premises), but before the Service has been activated and accepted, Focus Technology Europe Ltd will contact the Customer to check that the Customer wishes to continue with its order for the Service. If Focus Technology Europe Ltd accepts an order where a pricing error is obvious and unmistakeable and could reasonably have been recognised by the Customer as a mispricing, Focus Technology Europe Ltd may end the contract and refund to the Customer any sums that it has already paid.

8.8 Charging interest for late payment. If the Customer does not make any payment to Focus Technology Europe Ltd by the due date, Focus Technology Europe Ltd may charge the Customer for interest on the overdue amount at the rate of 4% a year above the base lending rate of Santander UK plc 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. The Customer must pay Focus Technology Europe Ltd this interest in addition to the any overdue amount.

8.9 What to do if a Customer thinks that an invoice is incorrect. If the Customer reasonably believes that an invoice is incorrect, the Customer should contact Focus Technology Europe Ltd promptly about this. Any disputes will be dealt with in accordance with the provisions of paragraph 29 (Disputes) below. The Customer will not be charged for any interest on the disputed part of the invoice until the dispute has been resolved. Once the dispute is resolved, Focus Technology Europe Ltd will charge the Customer interest on correctly invoiced sums from the original due date.

8.10 Customer has no right of set-off. The Customer must pay all sums due from it to Focus Technology Europe Ltd in full and the Customer is not entitled to withhold or deduct from such sums any amounts which the Customer believes are due to it from Focus Technology Europe Ltd, unless Focus Technology Europe Ltd has agreed to this in advance in writing.

 

9. CHANGES TO THE SERVICE ORDERED REQUESTED BY THE CUSTOMER

9.1 How a Customer can change the Service package ordered. If the Customer wishes to change the Service that it has ordered, it should contact Focus Technology Europe Ltd via e-mail or phone. Focus Technology Europe Ltd will let the Customer know if the change is possible. If it is possible, Focus Technology Europe Ltd will let the Customer know about any changes to the charges for the Service, when the Service will change and anything else which would be necessary as a result of the requested change. Focus Technology Europe Ltd will then also ask the Customer to confirm whether it wishes to go ahead with the change.

9.2 Changing to another Service package during the minimum commitment period. If Focus Technology Europe Ltd agrees to a request from a Customer to move to another Service package during the minimum commitment period, the remainder of that minimum commitment period will apply to the new Service package.

 

10. FOCUS TECHNOLOGY EUROPE LTD’S RIGHTS TO MAKE CHANGES TO THE SERVICE

10.1 Minor changes to the Service. Focus Technology Europe Ltd may, from time to time, make changes to the Service to reflect changes in relevant laws and regulatory requirements or to implement minor technical adjustments and improvements, for example, to address a security threat. These changes should not affect the Customer’s use of the Service but, if they will, Focus Technology Europe Ltd will contact the Customer, via email and/or by posting information about the changes on the Focus Technology Europe Ltd website to make the Customer aware of the impact on its use of the Service.

10.2 More significant changes to the Service and these terms. In addition, as Focus Technology Europe Ltd expands the Service and increases its Service package offerings, Focus Technology Europe Ltd may make more substantial changes to the Service (both to charges and to other aspects of the Service) and to these terms. If Focus Technology Europe Ltd does this, Focus Technology Europe Ltd will give the Customer at least three months’ notice of the change. If the Customer does not agree to the change, the Customer may then contact Focus Technology Europe Ltd to end the contract before the changes take effect and receive a refund for any charges for the Service which the Customer has already paid for but has not yet received.

10.3 Updates to software used by the Equipment. Focus Technology Europe Ltd may update the software used by the Equipment from time to time to improve the Service and the Customer agrees to give Focus Technology Europe Ltd access to the Equipment from time to time to do this. Focus Technology Europe Ltd should be able to do this remotely but if an update does not happen automatically or leads to problems with the Customer’s use of the Service, the Customer should contact Focus Technology Europe Ltd via on 01209 613660, or via e-mail hello@nullfocus-technology.co.uk as Focus Technology Europe Ltd may need to arrange for an engineer to visit the Customer’s Premises to resolve the problem.

 

11. SUPPORT FOR THE SERVICE

11.1 How Focus Technology Europe Ltd will provide support for the Service. Focus Technology Europe Ltd should be able to provide most support to the Customer via the Focus Technology Europe Ltd helpdesk which can be contacted on 01209 613660 or via e-mail hello@nullfocus-technology.co.uk. If Focus Technology Europe Ltd does need to arrange for an engineer to visit the Customer’s Premises, Focus Technology Europe Ltd will agree a date with the Customer and notify the Customer of this in advance. If this needs to be changed or cancelled, the Customer must give Focus Technology Europe Ltd at least 2 working days’ notice of this.

11.2 Engineer visits to the Customer’s Premises. When one of Focus Technology Europe Ltd’s engineers visit the Customer’s Premises, the Customer must ensure that Focus Technology Europe Ltd is provided with full details of the issues affecting the Equipment and/or the Service, details of the location(s) of the Equipment at the Premises and the Premises address. The Customer also ensure that an authorised representative of the Customer is present who can provide information about the problem to the engineer and make any relevant decisions.

11.3 When Focus Technology Europe Ltd can charge for engineer visits. Focus Technology Europe Ltd may charge the Customer for engineer visits to the Customer’s Premises at the rate set out in the Price Guide if:

11.3.1 the engineer visits the Customer’s Premises but there was no authorised person there to discuss the problem with in as referred to in paragraph 11.2;

11.3.2 the engineer visits the Customer’s to resolve a fault but could not find a fault or discovers that the fault was not due to the Service (or any related service or Equipment provided by Focus Technology Europe Ltd); or

11.3.3 the Customer did not give Focus Technology Europe Ltd 2 working days’ notice to change or cancel the date of a visit as referred to in paragraph 11.1; or

11.3.4 the Customer decides that it does not want the engineer to carry out the work.

 

12. SUSPENSION OF THE SERVICE

12.1 Reasons that Focus Technology Europe Ltd may suspend supply of the Service to a Customer. Focus Technology Europe Ltd may, in the following circumstances, suspend the supply of the Service to the Customer:

12.1.1 to deal with technical problems or make technical changes to the Service; or

12.1.2 to update the Equipment or the Service to reflect changes in relevant laws or regulatory requirements; or

12.1.3 to update the software or Equipment because the Customer has requested a change to the Service package provided to the Customer or an update requires an engineer to visit to the Customer’s Premises because there has been a problem with an update, the Equipment or the Service.

12.2 Rights of the Customer if Focus Technology Europe Ltd suspends the Service. Focus Technology Europe Ltd will contact the Customer in advance to notify the Customer that Focus Technology Europe Ltd will be suspending the Service, unless the problem is urgent or an emergency. If Focus Technology Europe Ltd has to suspend the Service for a period in excess of 24 hours Focus Technology Europe Ltd will adjust the price so that the Customer does not pay for the Service while it is suspended. The Customer may contact Focus Technology Europe Ltd to end the contract for the Service if Focus Technology Europe Ltd suspends it or informs the Customer that it is going to suspend it, in each case for a period of more than 24 hours, and, in those circumstances Focus Technology Europe Ltd will refund any amount the Customer has paid in advance for the Service in respect of the period after the Contract will have come to an end. It is the responsibility of the Customer to ensure that that it has appropriate business continuity plans in place so that its business can continue to operate even if the Service is suspended or unavailable.

12.3 Focus Technology Europe Ltd’s right to suspend supply of the Service if the Customer does not pay. If a Customer does not make a payment to Focus Technology Europe Ltd when it is due (see paragraph 8 above) and still does not make payment within 14 days of Focus Technology Europe Ltd requiring payment to be made, Focus Technology Europe Ltd may suspend supply of the Service until the Customer has paid all the outstanding amounts and accrued interest in full. If Focus Technology Europe Ltd intends to suspend supply of the Service for non-payment, Focus Technology Europe Ltd will contact the Customer to inform the Customer of Focus Technology Europe Ltd’s intention to suspend supply of the Service. Focus Technology Europe Ltd will not suspend the Service where the Customer has a valid dispute in relation to an unpaid invoice (see paragraph 8.9 above). Focus Technology Europe Ltd will not charge the Customer for the Service during the period for which it is suspended. As well as suspending the provision of the Service to a Customer if payment is not made to Focus Technology Europe Ltd when it is due, Focus Technology Europe Ltd can also charge the Customer interest on its overdue payments (see paragraph 8.8 above).

 

13. THE CUSTOMER’S RIGHT TO END THE CONTRACT

13.1 The Customer’s rights when the Contract for the Services comes to an end. The rights that Customer has when the Contract with Focus Technology Europe Ltd for the Service comes to an end will depend on the Service for which the Customer has subscribed, when the Customer decides to end the contract, the minimum commitment period and whether that has come to an end, whether Focus Technology Europe Ltd has made any significant changes to the terms and whether there are any problems with the Service or any other services provided under the Contract or the Equipment.

13.2 What happens if the Equipment is faulty. If there is a fault with the Equipment, the Customer should inform Focus Technology Europe Ltd as soon as possible, and Focus Technology Europe Ltd will arrange to collect this and replace it, if the Customer wishes to continue with the Service. If the Customer notifies Focus Technology Europe Ltd that any equipment is faulty, and Focus Technology Europe Ltd will test it and, if turns out that there is no fault, Focus Technology Europe Ltd reserves the right to charge the Customer for its time in investigating this at the rates for engineer visits set in Focus Technology Europe Ltd’s Price Guide.

13.3 The Customer’s right to end the contract. The Customer is entitled to end its contract with Focus Technology Europe Ltd immediately on written notice to Focus Technology Europe Ltd, if:

13.3.1 Focus Technology Europe Ltd has given the Customer at least three months’ notice about an upcoming material change to the Service or these terms, which the Customer does not wish to agree to; or

13.3.2 Focus Technology Europe Ltd changes its data privacy policy or the identity of any person or terms on which any person processes the Customer’s personal data on its behalf or the location in which any personal data is to be processed is re-located outside the European Economic Area; or

13.3.3 Focus Technology Europe Ltd has told the Customer about an error or change in the price or description of the Service, set-up service or Set-up Fee and/or Equipment that the Customer has ordered, and the Customer does not wish to proceed; or

13.3.4 there is a risk that the installation and set-up services may be significantly delayed, or the Service is interrupted for a period of more than 30 days because of events outside Focus Technology Europe Ltd’s control; or

13.3.5 Focus Technology Europe Ltd has suspended supply of the Service for technical reasons, or notifies the Customer that it is going to suspend the Service for technical reasons, in each case for a period of more than 48 hours continuously; or

13.3.6 the Customer has a legal right to end the Contract because Focus Technology Europe Ltd is in material breach of the Contract and, if it is capable of remedy, Focus Technology Europe Ltd has failed to remedy the material breach within 14 days of a notice from the Customer requiring Focus Technology Europe Ltd to remedy the relevant matter.

If the Customer is ending the Contract for a reason set out at paragraphs 13.3.1 to 13.3.6 above, the Contract will end immediately and Focus Technology Europe Ltd will refund the Customer for any period of the Service which the Customer has paid for and which has not been provided. This will not affect any other remedies that the Customer may have as a matter of law.

13.6 What happens after the end of the minimum commitment period. Once the minimum commitment period has come to an end, the Contract will continue for further periods of twelve months each, unless the Customer has given three months’ written notice to end the Contract in accordance with the provisions of paragraph 5.4 above. The Customer can bring the Contract for the Service to an end at any time by giving Focus Technology Europe Ltd at least three month’s written notice to end the Contract at the end of the end current period of the Contract to do this or otherwise ending the Contract for any of the reasons set out in paragraphs 13.5 above. Focus Technology Europe Ltd may also end the Contract with the Customer as detailed in paragraph 14 below.

13.7 Email notification that a subscription period is coming to an end. Focus Technology Europe Ltd will email the Customer at least three months before the end of the minimum commitment period to remind the Customer that the minimum commitment period is coming to an end and that the Customer can give Focus Technology Europe Ltd three months’ notice to end the Contract, if the Customer does not wish to continue the Service.

13.8 Ending the Contract during the minimum commitment period. The Customer may end the Contact during the minimum commitment period by giving Focus Technology Europe Ltd three months’ notice in writing that it wishes to do this. If the Customer does this, it will be required to pay Focus Technology Europe Ltd the charge for ending the Contract early as set out in the Price Guide which is based upon the sums which Focus Technology Europe Ltd would have received if the contract had continued for the remainder of the minimum commitment period less a discount to take account of the fact that Focus Technology Europe Ltd received this sum earlier than it otherwise done had the sums been paid over the full minimum commitment period.

 

14. FOCUS TECHNOLOGY EUROPE LTD’S RIGHT TO END THE CONTRACT

14.1 Focus Technology Europe Ltd’s right to end the Contract. Focus Technology Europe Ltd may end the Contract for the Service at any time by writing to the Customer if:

14.1.1 the Customer does not make any payment to Focus Technology Europe Ltd when it is due, and the Customer still does not make payment within 14 days of Focus Technology Europe Ltd reminding the Customer that payment is due; or

14.1.2 the Customer is in material breach of any provision of the Contract and, if the material breach is capable of remedy, fails to remedy this within 14 days of Focus Technology Europe Ltd giving written notice to the Customer requiring it to remedy the breach (subject to the provisions of paragraph 14.2 below); or

14.1.3 the Customer does not, within a reasonable time, arrange a time for Focus Technology Europe Ltd’s engineer to come and install and set up the Equipment, allow Focus Technology Europe Ltd or its personnel to access the Premises or does not comply with the other requirements of paragraph 4 above; or

14.1.3 the Customer does not provide Focus Technology Europe Ltd with information that is necessary for it to provide the installation or set-up services or the Service to the Customer (for example, information about any consents to have the equipment installed or the Customer’s availability for installation of the equipment); or

14.1.4 the Customer is in breach of these terms or the Contract of which they form part or Focus Technology Europe Ltd reasonably believes that the Customer is using the Service otherwise than as permitted by these terms and the contract between the Customer and Focus Technology Europe Ltd and Focus Technology Europe Ltd’s Acceptable Use Policy; or

14.1.5 Focus Technology Europe Ltd reasonably believes that the Customer has used the Service or Equipment for any illegal purpose or has provided Focus Technology Europe Ltd with false or misleading information; or

14.1.6 the Customer’s use of the Service is affecting the network or use of the services by Focus Technology Europe Ltd’s other users or in any way damages the reputation of Focus Technology Europe Ltd or, in the reasonable opinion of Focus Technology Europe Ltd, does anything which is likely to bring Focus Technology Europe Ltd into disrepute; or

14.1.7 the Customer, being an individual, dies; or

14.1.8 the Customer, being an individual or a firm, is unable to pay his or its debts as they fall due, has a bankruptcy petition presented against him or a partner or a bankruptcy order or interim order made against him or a partner or the individual or firm enters into an arrangement or composition with his or its creditors under any insolvency legislation in any jurisdiction; or

14.1.9 the Customer, being a company or other organisation, is unable to pay its debts as they fall due, has any order made or resolution passed for its administration or winding-up (otherwise than as part of a scheme of reconstruction or amalgamation), has a receiver, administrator, administrative receiver or liquidator appointed or calls a meeting of its creditors or makes any similar arrangement in another jurisdiction; or

14.1.10 the Customer, ceases for any reason to carry on business or in the reasonable opinion of Focus Technology Europe Ltd any of the events referred to in paragraph 14.1.8 or 14.1.9 appears likely.

14.2 The Customer’s right to remedy a breach. Where the Customer is in breach of the Contract with Focus Technology Europe Ltd, Focus Technology Europe Ltd will usually give the Customer an opportunity to remedy the breach if it is capable of remedy as stated in paragraph 14.1.2 (if the breach is capable of remedy). However, Focus Technology Europe Ltd is under no obligation to grant the Customer a period to remedy the breach, where in Focus Technology Europe Ltd’s reasonable opinion, to do this would be likely to adversely affect Focus Technology Europe Ltd or its other customers or if the breach relates to something which the Customer has done which is illegal.

14.3 Other reasons Focus Technology Europe Ltd may end the contract. Focus Technology Europe Ltd may also end the Contract and cease to provide the Service at any time on giving the Customer at least one month’s in advance if:

14.3.1 Focus Technology Europe Ltd ceases providing the Service to its customers for any reason (for example, because its network providers or suppliers cease to provide services to Focus Technology Europe Ltd or there is a legal or regulatory change which affects Focus Technology Europe Ltd’s provision of the Service or any authorisation required to provide the Service comes to an end or the terms are changed); or

14.3.2 Focus Technology Europe Ltd has to do so because of an emergency or event beyond its control which will prevent Focus Technology Europe Ltd from providing the Service for a period in excess of 14 days.

 

If Focus Technology Europe Ltd ends the Contract with the Customer in these circumstances, it will refund any sums the Customer has paid in advance for installation and set-up services, Equipment and any Service which will not be provided, and the Customer will not have to pay any charges for ending the Contract early, even if Focus Technology Europe Ltd ends the Contract during the minimum commitment period.

 

15. CONSEQUENCES OF THE CONTRACT COMING TO AN END

15.1 Focus Technology Europe Ltd’s right to take back the Equipment when the Contract ends. The Equipment provided to the Customer remains the property of Focus Technology Europe Ltd at all times, so when the Contract comes to an end for whatever reason, Focus Technology Europe Ltd’s agreement to the Customer’s possession of the Equipment will come to an end and Focus Technology Europe Ltd has the right to send its authorised representative, without notice and at the Customer’s expense, to uninstall and retake possession of the Equipment and, for the this purpose, Focus Technology Europe Ltd’s authorised representative may enter the Premises or any other premises at which the equipment is located in order to uninstall and remove it.

15.2 Other consequences of the Contract coming to an end. If Focus Technology Europe Ltd ends the contract in the situations set out in paragraph 14.1 it will refund any money the Customers has paid in advance for the Service (and any related services or Equipment) that Focus Technology Europe Ltd has not provided, but Focus Technology Europe Ltd may deduct from those sums or charge the Customer for:

15.2.1 any sums due to Focus Technology Europe Ltd which are unpaid as at the date the Contact comes to an end together with any accrued interest;

15.2.2 reasonable compensation for the net costs Focus Technology Europe Ltd will incur as a result of the Contract coming to an end;

15.2.3 any costs and expenses incurred by Focus Technology Europe Ltd in collecting and removing the Equipment; and

15.2.4 if the contract is ended within the minimum commitment period, the Customer may have to pay Focus Technology Europe Ltd the charges which apply when the Contract is ended early as set out in Price Guide.

Any sums claimed by Focus Technology Europe Ltd from the Customer under this paragraph 15.2 are payable on demand.

15.3 Certain terms of the Contract which survive it coming to an end. When the Contract comes to an end, any provision of the Contract which expressly or by implication is intended to come into, or continue in force, on or after the Contract has come to an end shall remain in full force and effect, including without limitation, the provisions of paragraphs 6.5, 8, 13, 14, 15, 16, 17, 18, 19, 20, 21, 22, 23, 25, 28, 29 and 30.

15.4 Rights of the parties accrued before the Contract comes to an end. The ending of the Contract shall be without prejudice to any rights of either party that may have accrued as at the date that the Contract ends, or which arise following the ending of the Contract.

 

16. PROBLEMS WITH THE SERVICE PROVIDED AND THE CUSTOMER’S LEGAL RIGHTS

16.1 What to do if there is a problem? Focus Technology Europe Ltd always uses reasonable efforts to ensure that the Equipment and its provision of the installation and set-up services and the provision of the Service are problem fee. If, however, there is a problem, the Customer should let Focus Technology Europe Ltd know as soon as possible. Once the Customer has notified Focus Technology Europe Ltd of the problem, Focus Technology Europe Ltd will try to remedy the matter as quickly as is reasonably possible and practical in the circumstances.

16.2 Who pays for remedying a problem? This will depend on how the problem was caused. Focus Technology Europe Ltd will not charge the Customer where the problem was caused by Focus Technology Europe Ltd, those working for it or authorised by it to carry out work on its behalf or if no-one is at fault. However, if Focus Technology Europe Ltd reasonably considers that the problem has been caused by incorrect or incomplete information provided by the Customer or something the Customer did or did not do, Focus Technology Europe Ltd may charge the Customer a reasonable additional sum for remedying the problem. Focus Technology Europe Ltd will usually inform the Customer of the amount of such charges in advance, where this is practical, and except in the case of an emergency. These charges will usually be in line with the charges for engineer support as set out in the Price Guide.

16.3 Equipment provided as part of the Service. The Equipment that Focus Technology Europe Ltd provides to the Customer will remain Focus Technology Europe Ltd’s property at all times and the Customer should treat it with reasonable care. The Equipment provided by Focus Technology Europe Ltd will be in accordance with these terms and the description of it on the Focus Technology Europe Ltd website, will be of satisfactory quality and fit for purpose and will work for a reasonable time, if the Customer looks after it and uses it in accordance with Focus Technology Europe Ltd’s instructions. If any Equipment is faulty, the Customer should let Focus Technology Europe Ltd know as soon as possible and Focus Technology Europe Ltd will repair or replace it. Since the equipment remains Focus Technology Europe Ltd’s property, Focus Technology Europe Ltd has the right to remove it when the Contract comes to an end as provided in paragraph 14.3 above or if Focus Technology Europe Ltd needs to replace or upgrade it.

16.4 Software provided as part of the Service. Any digital content (eg software and updates to it) will be of satisfactory quality and fit for purpose and as described by Focus Technology Europe Ltd. However, it is the Customer’s responsibility to ensure that it has installed appropriate up-to-date protection software installed on any equipment or device owned or used by the Customer with the Service to protect it from viruses and similar threats which are transmitted over the internet.

16.5 The Service provided by Focus Technology Europe Ltd. Any services Focus Technology Europe Ltd provides (including the Service and any installation and set-up services) will be provided by Focus Technology Europe Ltd:

16.5.1 as described in these terms and as described on Focus Technology Europe Ltd’s website; and

16.5.2 with reasonable skill and care and within a reasonable time.

The Customer can ask Focus Technology Europe Ltd to repeat or fix a service if it is not carried out in this way or get a refund if Focus Technology Europe Ltd is not able to remedy the matter, subject always to the provisions of paragraph 18 (Limitation of Liability).

16.6 Speed tests. The Service provided by Focus Technology Europe Ltd is delivered to the router connected to our network. A speed test can be completed (either using speedtest.Focus Technology Europe Ltd.com or speedtest.net) with a cable connection to the Focus Technology Europe Ltd supplied router. Focus Technology Europe Ltd is not able to guarantee the internet speed to a device connected via WiFi. This is due to many factors including distance, obstructions and the testing device.

 

17. WHAT HAPPENS IF THE CUSTOMER HAS A COMPLAINT?

17.1 What happens if the Customer has any complaints. If the Customer has any complaints about the Service, it should contact Focus Technology Europe Ltd on 01209 613660 and the parties will attempt to resolve the complaint between them.

 

18. LIMITATION OF LIABILITY

18.1 Nothing in these terms exclude or limits liability where it is unlawful to do this. Nothing in the Contract excludes or in any way limits the liability of Focus Technology Europe Ltd or its employees, subcontractors or agents (Focus Technology Europe Ltd Representatives) or of the Customer for:

18.1.1 liability for death or personal injury caused by Focus Technology Europe Ltd’s negligence or the negligence of the Focus Technology Europe Ltd Representatives or the Customer; or

18.1.2 liability for fraud or fraudulent misrepresentation; or

18.1.3 any liability which cannot be limited or excluded as a matter of law.

18.2 Liability for damage to the Customer’s property. Where Focus Technology Europe Ltd is providing installation and set-up services at the Customer’s Premises, it will make good any damage to the Customer’s Premises caused by Focus Technology Europe Ltd or its employees or authorised contractors. However, Focus Technology Europe Ltd is not responsible for the cost of repairing any pre-existing faults or damage at the Premises that Focus Technology Europe Ltd discovers while providing the set-up services and installing the equipment. Focus Technology Europe Ltd’s aggregate liability to the Customer for any loss or damage to the Premises or property of the Customer caused by Focus Technology Europe Ltd’s negligence or the negligence of any Focus Technology Europe Ltd Representative shall not in any event exclude £1,000,000.

18.3 Liability for damage caused by software provided as part of the Service. Neither Focus Technology Europe Ltd nor any Focus Technology Europe Ltd Representatives is responsible for any loss or damage caused to any of the Customer’s equipment, devices or digital content if the Customer has failed to install and keep updated appropriate software to protect it and its equipment from viruses and similar threats which are transmitted over the internet and which are outside the control of Focus Technology Europe Ltd.

18.4 Focus Technology Europe Ltd’s maximum aggregate liability. Subject to the provisions of paragraphs 18.1, 18.2, 18.3, 18.5 and 18.6, Focus Technology Europe Ltd’s and Focus Technology Europe Ltd’s Representatives maximum aggregate liability whether in contract, tort (including negligence), breach of statutory duty or otherwise for any direct loss or damage arising from any one event or series of connected events arising in relation to the Contract, the Service and related services and the Equipment shall in no circumstances exceed the greater of (a) the amounts paid by the Customer to Focus Technology Europe Ltd under the Contract during the minimum commitment period or, if that period has come to an end, the twelve months contract period in which claim arises; and (b) £50,000.

18.5 Exclusions of liability for certain types of loss. Neither Focus Technology Europe Ltd nor its Representatives will be liable to the Customer in contract, tort (including negligence), breach of statutory duty or otherwise for any of the following, regardless of how the liability arose

18.5.1 loss or profit, loss of revenue, loss of opportunity or loss of anticipated savings;

18.5.2 loss of business, loss of contracts or loss of goodwill;

18.5.3 wasted expenditure, loss from expenditure of time or loss from business interruption;

18.5.4 loss, destruction or corruption of data;

18.5.5 liability to third parties (unless otherwise stated in the Contract); or

18.5.6 any special, indirect or consequential loss or damage of any kind.

These exclusions apply whether or not Focus Technology Europe Ltd or the Focus Technology Europe Ltd Representatives were made aware in advance of the possibility of such liability, loss or liability arising.

18.6 What if a number of claims give rise to the same loss? If there are a number of claims which give rise to what is essentially the same loss, these will be taken together as one claim for the purpose of the Contract. The Customer may not recover more than once for any loss that it suffers.

18.7 Exclusion of implied terms. Unless otherwise expressly stated, the Contract between Focus Technology Europe Ltd and the Customer excludes, to the maximum amount permitted by law, any warranties, assurances, guarantees, conditions or other terms that might be implied by law.

18.8 Entire liability to the Customer. Except where otherwise expressly stated in the Contract, the provisions of this paragraph 18 set out Focus Technology Europe Ltd’s entire liability to the Customer in respect of the Contract and this paragraph 18 shall survive the ending of the Contract.

 

19. CONFIDENTIALTY

19.1 Definition of Confidential Information. For the purposes of the Contract, Confidential Information means any confidential information of either party obtained by the other under or in connection with the Contract (whether before or after the Contract starts and in whatever form the confidential information is provided or stored) which is (a) identified as confidential or (b) which the party receiving it could reasonably be expected to know that the party disclosing it would regard as confidential in nature about its business, operations, finances, plans, clients, customers, suppliers, employees, contractors, products, services, processes, inventions, designs, software, trade secrets, know-how and methodologies and employees. Any copies of any confidential information or summaries or other documents prepared on the basis of other confidential information provided to the receiving party shall also be regarded as Confidential Information as will the terms of the Contract between Focus Technology Europe Ltd and the Customer.

19.2 Use of Confidential Information. Each of Focus Technology Europe Ltd and the Customer agree that the Confidential Information of the other party shall only be used for the purposes of providing or receiving benefits under the Contract and shall not be disclosed to any other person, except as permitted by paragraphs 19.3 or 19.5 or with the prior written consent of the other party.

19.3 Permitted Disclosures. Notwithstanding paragraph 19.2 above, either party is entitled to disclose Confidential Information to its respective employees, subcontractors, insurers, legal or other professional advisers as necessary in connection with the Contract, provided that any such person is under a confidentiality obligation in respect of the such Confidential Information. In addition, the Customer agrees that Focus Technology Europe Ltd may disclose information with third parties about the Customer in order to carry out its obligations under the Contract, to prevent fraud or to carry out credit and identity checks relating to the Customer. Where a party makes a permitted disclosure under this paragraph that party remains responsible for ensuring that the person to whom the Confidential Information is disclosed keeps it confidential.

19.4 Excluded Information. The confidentiality obligations in this paragraph 19 will not apply to information which:

19.4.1 is in the public domain or becomes generally available to the public, other than as a result of a breach of the Contract; or

19.4.2 is in the possession of the receiving party without any confidentiality obligation to the disclosing party before it is disclosed under the Contract; or

19.4.3 is obtained from a third party who is able to disclose it and is not under a confidentiality obligation in respect of that information; or

19.4.4 is or has been developed by the receiving party independently of the Contract or any previous contract between the parties.

19.5 Disclosure Required by law. If any court, government or regulatory authority requires the receiving party to disclose Confidential Information, the receiving party may make the disclosure required by law. However, the receiving party must give the other party prompt notice of any such disclosure requirement and co-operate with the disclosing party, at the disclosing party’s expense, with a view to minimising any such disclosure requirement.

19.6 Remedies for breach of the confidentiality obligation. Without prejudice to any other rights or remedies that either party may have, each party acknowledges and agrees that damages alone would not be an adequate remedy for any breach of the terms of this paragraph 19 and that the remedy of injunction may be available for any threatened or actual breach of the Contract.

 

20. HOW FOCUS TECHNOLOGY EUROPE LTD WILL USE THE CUSTOMER’S PERSONAL INFORMATION

20.1 How Focus Technology Europe Ltd uses personal information. Focus Technology Europe Ltd will use the personal information provided to it by the Customer:

20.1.1 to make checks about the Customer and its directors such as carrying out identity checks (for example, to prevent fraud, crime and money laundering) and credit checks;

20.1.2 to supply the Service, related services and Equipment to the Customer (including, administering orders, installing and setting up the Equipment and providing the Service and set-up services, resolving any problems with the Service, protecting the security of the Service and the Equipment and the security of its other customers using the Service);

20.1.3 to send out emails and invoices and process the Customer’s payment for the Service and payment of the Set-up Fee;

20.1.4 to provide information about other services that Focus Technology Europe Ltd provides but the Customer may stop receiving this information at any time by contacting Focus Technology Europe Ltd or by clicking on unsubscribe in communications from Focus Technology Europe Ltd to the Customer; and

20.1.5 to ensure compliance with all applicable laws and Focus Technology Europe Ltd’s policies (including its Acceptable Use Policy).

20.2 How Focus Technology Europe Ltd uses the Customer’s personal information. Details of the ways in which Focus Technology Europe Ltd will use a Customer’s personal information and the Customers rights relating to Focus Technology Europe Ltd’s use of the Customer’s personal information are set out in Focus Technology Europe Ltd’s Privacy Policy https://Focus Technology Europe Ltd.com/privacy-policy/. The Customer agrees and understands that if the Customer does not agree to Focus Technology Europe Ltd processing its personal information and that of its authorised representatives, employees and contractors as necessary in connection with the installation and set up of the Equipment and the provision of the Service, the Customer may not be able to use the Service.

20.3 Use of third parties. Focus Technology Europe Ltd may, in some circumstances, use third parties to process the Customer’s personal information on its behalf. Where this is the case details are set out in Focus Technology Europe Ltd’s Privacy Policy. In such cases, third parties will only be able to process the Customer’s personal information in accordance with Focus Technology Europe Ltd’s instructions.

 

21. INTELLECTUAL PROPERTY RIGHTS

21.1 Definition of Intellectual Property Rights. For the purposes of the Contract, Intellectual Property Rights means any and all intellectual property rights of any nature anywhere in the world, including patents, trademarks and service marks, copyright and moral rights, design rights, database rights, domain names, trade or business names, logos, goodwill, know-how and any other intellectual property rights which subsist in computer software, computer programs, websites, documents, information, techniques, business methods, drawings, logos, instruction manuals, lists and procedures, including any applications for registration of any of these rights.

21.2 Ownership of Intellectual Property Rights. All Intellectual Property Rights existing at the date of the Contract will continue to be owned by the party that owns or created them and any new Intellectual Property Rights created or developed by one of the parties after the date of the Contract will remain the property of that party or the party that licensed those rights to that party.

21.3 License to use the software provided to enable the Service to be provided. Focus Technology Europe Ltd grants the Customer a non-transferable, non-exclusive licence to use the software in the form provided by Focus Technology Europe Ltd solely for the purpose of enabling the Customer to receive and use the Service via the Equipment. This licence will only last for period of the Contract and will cease when the Service ends. The software and the Equipment must be used only in accordance with the instructions provided by Focus Technology Europe Ltd. Except as allowed by law, the Customer agrees that it will not (and will ensure that its employees, contractors and agents will not) copy, decompile, modify or reverse engineer any software provided as part of the Service and will not allow anyone else to do so.

21.4 Use of third party software necessary to provide the Service. If as part of the Service or Equipment, Focus Technology Europe Ltd provides the Customer with software which is owned and licensed by third parties, the Customer agrees to accept and keep to the terms of use which apply to that third party software, where the Customer has been made aware that such terms apply.

21.5 Infringement of another party’s Intellectual Rights Property. If the Customer’s use of the software or Equipment infringes or is alleged to infringe the Intellectual Property Rights of any third party and a third party brings, or threatens to bring, any legal claim, action or proceedings in respect of the infringement or alleged infringement (an IPR Claim), Focus Technology Europe Ltd will indemnify the Customer for all claims, losses, costs, damages and liabilities suffered by the Customer as a result of the IPR Claim, provided that the Customer:

21.5.1 informs Focus Technology Europe Ltd about the IPR Claim promptly in writing with reasonable details about it;

21.5.2 allows Focus Technology Europe Ltd to conduct all negotiations and proceedings in relation to the IPR Claim;

21.5.3 does not make any admission relating to the IPR Claim or attempt to settle it or do anything which may harm Focus Technology Europe Ltd’s defence; and

21.5.4 provides Focus Technology Europe Ltd with all reasonable assistance required by Focus Technology Europe Ltd, at Focus Technology Europe Ltd’s reasonable cost, in relation to the IPR Claim.

The indemnity in this paragraph 21.5 is the Customer’s only remedy for infringement of any Intellectual Property Rights.

21.6 When the indemnity from Focus Technology Europe Ltd does not apply. The indemnity referred to in paragraph 20.5 does not apply where any part of the IPR Claim arises from or in connection with:

21.6.1 any use of the software, Equipment or Service with equipment or services not provided by Focus Technology Europe Ltd or using them or any third party software otherwise than in accordance with the relevant instructions;

21.6.2 any modification of the software, the Equipment or Service without Focus Technology Europe Ltd’s permission;

21.6.3 any software, content, design or specifications that have not been provided by Focus Technology Europe Ltd or which were provided by the Customer; or

21.6.4 use of the software, Equipment or Service otherwise than in accordance with the Contract.

21.7 Actions Focus Technology Europe Ltd may take if there is or is likely to be an IPR Claim. If there is or Focus Technology Europe Ltd believes that there this is likely to be an IPR Claim, Focus Technology Europe Ltd has the right, at its option and at its expense, to:

21.7.1 obtain the right for the Customer to continue to use the software, Equipment or Service or make alternative arrangements so that the Customer can continue to use the Service;

21.7.2 modify or replace the software, Equipment or Service so that it is no longer infringing, provided that this does not materially affect the performance of the Service.

21.8 Focus Technology Europe Ltd’s right to end the Contract if no remedy is available to it. If none of the remedies referred to in paragraph

21.7 above, is not available to Focus Technology Europe Ltd on reasonable terms and the indemnity in paragraph 21.5 applies, Focus Technology Europe Ltd may notify the Customer that it is no longer able to provide the Service and may end the Contract on giving written notice to the Customer, without any further liability to the Customer.

 

22. COMMUNICATIONS BETWEEN FOCUS TECHNOLOGY EUROPE LTD AND THE CUSTOMER

22.1 How the Customer can communicate with Focus Technology Europe Ltd. If the Customers want to contact Focus Technology Europe Ltd to give it notice under the Contract or discuss any issues that the Customer may have relating to the Service, the Customer can do by:

22.1.1 phoning the 01209 613660; or

22.1.2 emailing hello@nullfocus-technology.co.uk; or

22.1.2 writing to Focus Technology Europe Ltd at Focus Technology Europe Ltd Limited, Unit 3 Woodmine Business Park, Semmens Way, Redruth, Cornwall TR15 1FU.

22.2 How Focus Technology Europe Ltd will communicate with the Customer. If Focus Technology Europe Ltd need to contact the Customer about the Service or to give notice to the Customer about anything relating to the Service or the Contract, it will do so by email, by post to the address where Focus Technology Europe Ltd provides the Service or via the Focus Technology Europe Ltd website at www.Focus Technology Europe Ltd.com. The Customer must make sure that Focus Technology Europe Ltd has an up-to-date email address for these purposes and that e-mails from Focus Technology Europe Ltd are approved by the Customer and not marked as spam or junk mail, so that they are not put into spam or junk folders. If Focus Technology Europe Ltd communicates with the Customer via a website update or by email, Focus Technology Europe Ltd is entitled to regard that notice as having been received on the date that Focus Technology Europe Ltd posts the notice on the website or on the date that Focus Technology Europe Ltd sends the email to the Customer. If Focus Technology Europe Ltd sends a notice or other communication by post, Focus Technology Europe Ltd is entitled to regard the notice or other communication as received by the Customer two working days after posting.

 

23. FOCUS TECHNOLOGY EUROPE LTD’S RESONSIBILITY FOR DELAYS AND DISRUPTION TO THE SERVICE

23.1 Focus Technology Europe Ltd has no responsibility for delays or disruption to the Service outside its control. If Focus Technology Europe Ltd’s supply of the Service (or related set-up services or Equipment) is delayed by an event outside Focus Technology Europe Ltd’s control, then Focus Technology Europe Ltd will contact the Customer as soon as possible to let the Customer know and Focus Technology Europe Ltd will take steps to minimise the effect of the delay. If Focus Technology Europe Ltd does this Focus Technology Europe Ltd will not be liable for delays caused by the event.

23.2 Right to end the Contract for prolonged periods of delay or disruption. If there is a substantial period of delay or disruption to the Service which continues for a period of more than 30 days, the Customer may contact Focus Technology Europe Ltd to end the contract and receive a refund for any Service (including the set-up services) the Customer paid for but not received.

 

24. TRANSFER OF RIGHTS AND OBLIGATIONS UNDER THE CONTRACT AND SUBCONTRACTING

24.1 Focus Technology Europe Ltd may transfer the Contract to someone else. Focus Technology Europe Ltd may transfer its rights and obligations under the Contract to another company. Focus Technology Europe Ltd will notify the Customer in writing if this happens and will use its reasonable endeavours to ensure that the transfer does not adversely affect the Customer’s rights under the Contract. If the Customer is unhappy with the transfer, the Customer may contact Focus Technology Europe Ltd to end the Contract by giving Focus Technology Europe Ltd three months’ written notice to end the Contract and, when the Contract ends, Focus Technology Europe Ltd will refund to the Customer any payments it has made in advance for the Service which has not been provided as at the date the Contract comes to an end.

24.2 Transfers by the Customer. The Customer may only transfer its rights and obligations under the Contract to another person with the prior written consent of Focus Technology Europe Ltd, but Focus Technology Europe Ltd will not unreasonably withhold its consent to this.

24.3 Focus Technology Europe Ltd’s right to use subcontractors. The Customer agrees that Focus Technology Europe Ltd may use third parties to assist it in carrying out its obligations under the Contract, but this will not relieve Focus Technology Europe Ltd from its obligations under the Contract.

 

25. RIGHTS OF THIRD PARTIES

25.1 How the Contract (Rights of Third Parties) Act 1999 applies. The Contract is between Focus Technology Europe Ltd and the Customer. Subject to paragraph 25.2, no other person shall have any rights to enforce any of the terms of the Contract. Neither Focus Technology Europe Ltd nor the Customer will need to get the agreement of any other person in order to end the Contract or make any changes to the terms of the Contract.

25.2 Rights of Focus Technology Europe Ltd’s Representatives. Where the terms of the Contract confer a benefit on any Focus Technology Europe Ltd Representative (for example, in paragraph 18 (Limitation of Liability), any of those Focus Technology Europe Ltd Representatives may enforce those terms provided that Focus Technology Europe Ltd has given its prior written consent.

 

26. SEVERABILITY

26.1 What happens if part of the contract is illegal or unenforceable. Each of the provisions of the Contract operates separately. If any court or relevant authority decides that any part of the provisions are illegal, invalid or unenforceable, the remaining terms will remain in full force and effect.

26.2 Substitution of alternative terms. If it is determined that any provision of the Contract is illegal, invalid or unenforceable, the parties will negotiate in good faith to agree an alternative provision so that it reflects as nearly as possible the original intentions of the parties.

 

27. NO WAIVER

27.1 Delays by Focus Technology Europe Ltd in enforcing its rights under the Contract. Even if Focus Technology Europe Ltd delays in taking steps against the Customer if it is in breach of the Contract, that will not prevent Focus Technology Europe Ltd from taking steps to enforce the Contract at a later date. For example, if the Customer misses a payment and Focus Technology Europe Ltd does not take any action to chase this up or to take steps to enforce the Contract, Focus Technology Europe Ltd can still require payment and enforce the terms at a later date.

27.2 What happens if Focus Technology Europe Ltd does exercise or partially exercise a right or remedy. If Focus Technology Europe Ltd exercises or partially exercises a right or remedy which it has under the Contract, this shall not prevent Focus Technology Europe Ltd from exercising the or any other right or remedy in future.

 

28. FURTHER INFORMATION ABOUT THE CONTRACT

28.1 Order of Precedence of the various contractual documents. If there are any inconsistencies between the documents which form the Contract, the order of precedence shall be as follows (unless Focus Technology Europe Ltd agrees otherwise in writing):

28.1.1 any special terms agreed by Focus Technology Europe Ltd and the Customer;

28.1.2 Focus Technology Europe Ltd’s policies referred to in these terms (such as its Acceptable Use Policy, Privacy Policy and Fair Use Policy;

28.1.3 these terms; and

28.1.3 the order form; and

28.1.4 the Price Guide.

28.2 The Contract overrides any earlier agreements or discussions between the parties. The Contract constitutes the entire agreement between Focus Technology Europe Ltd and the Customer and supersedes and extinguishes all previous agreements, arrangements, promises, warranties, representations and understandings between them, whether written or oral, relating to its subject matter. The Customer’s standard terms do not form part of the contract, even if they have been provided to Focus Technology Europe Ltd or are referred to in an order for the Service or any related services.

28.3 No reliance on or remedies for previous representations. The Customer and the Focus Technology Europe Ltd agree and acknowledge that in entering into the Contract they have not relied on and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation made by any party in relation to the Contract, except those set out in the Contract. However, nothing in this paragraph is intended to restrict or limit any liability for fraud or fraudulent misrepresentation.

28.4 Any changes to the Contract will be in writing. Any changes to the Contract will be evidenced in writing either by the publication of a change of Focus Technology Europe Ltd’s terms published on its website and/or recorded in writing (which may be via email).

28.5 Effect of the headings in the Contract. The headings in these terms are convenience only and do not affect the interpretation of the Contract.

28.6 Nothing in the Contract creates a partnership or agency arrangement between the parties. Except as otherwise expressly stated in the Contract , nothing in the Contract is intended to create any partnership or joint venture between Focus Technology Europe Ltd and the Customer or to allow either party to act or represent itself as the agent of the other or make or enter into any commitment on behalf of the other party.

28.7 The implications of the use of certain words followed by examples. If in the Contract any words follow the words “including”, “include”, “in particular”, “for example” or any similar expression the examples given are illustrative only and do not limit the sense of the words included before that expression was used.

28.8 References to laws and regulations made under them. Where there is a reference to a specific law or regulation in the Contract, this is to be interpreted as referring to the relevant law or regulation as it is amended, extended or re-enacted from time to time.

28.9 Obligation on the Customer to prevent something being done by someone else. Any provision in the Contract which places an obligation on the Customer not to do something also includes an obligation on the Customer not to allow any other person to do that thing either. The Customer should prevent the other person from taking such action to the extent that it is able to do so.

 

29. DISPUTES

29.1 The parties will try to resolve disputes between themselves. If there is a dispute between Focus Technology Europe Ltd and the Customer, the parties will work in good faith to resolve the dispute between themselves initially. If this does not resolve the matter, the Customer may use the process referred to in paragraph 29.2 below.

29.2 Alternative dispute resolution. Alternative dispute resolution is a process where an independent body considers the facts of a dispute and seeks to resolve it, without the parties having to go to court. If the Customer is not happy with how Focus Technology Europe Ltd has handled any complaint, it may want to contact the alternative dispute resolution provider Focus Technology Europe Ltd uses. The Customer can submit a complaint to UK WISPA via their website at www.ukwispa.org. UKWISPA is an Ombudsman service and will not charge the Customer for making a complaint and if the Customer is not satisfied with the outcome, it can still bring legal proceedings. In addition, the Customer should note that disputes may be submitted for online resolution to the European Commission Online Dispute Resolution platform.

 

30. GOVERNING LAW AND JURISDICTION

30.1 Which governing law will apply? The Contract and any disputes or claims arising out of or in connection with it shall be governed by and construed in accordance with the law of England and Wales.

30.2 Which courts will have jurisdiction to settle any disputes? The Customer and Focus Technology Europe Ltd agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with the Contract.