This Subscriber Agreement (“Agreement”) is made by and between the Subscriber and Broadband4Ireland (“B4I”), each as defined below for the provision and use of satellite communications services (the “service”). Now, therefore, in consideration of the mutual promises and covenants herein contained, the adequacy of which is hereby acknowledged, and intending to be legally bound, the Subscriber and B4I hereby agreed as follows:
1. AGREEMENT. Subscriber agrees to be bound by this Agreement.
2. THE SUBSCRIBER. Subscriber is at least 18 years of age, is legally able to enter into contracts and is responsible for this Subscriber account. Subscriber shall pay all fees, taxes, charges and other expenses incurred in connection with the account.
3. THE SERVICE. The Service consists of an internet connection incorporating transmission of data communications via satellite downlink facilities and satellite transponders. The Service may contain material that is unsuitable for minors and Subscriber acknowledges that B4I does not and cannot filter the content. The Service speed can vary depending on internet traffic, extreme weather conditions, and other factors beyond the control of B4I.
4. SUBSCRIBER ACKNOWLEDGEMENTS REGARDING THE SERVICE.
(a) Subscriber acknowledges that in order to provide the Service, B4I has contracted with communications and satellite operators for space segment capacity and internet access capacity. Subscriber further acknowledges that B4I will only provide uninterruptible continuous service to Subscriber pursuant to this Agreement to the extent which B4I receives such service from the communications and satellite operators.
(b) Subscriber acknowledges and agrees that from time to time B4I may be required to temporarily suspend the service to verify compliance with applicable licenses, authorizations, and compliance with the technical and operating parameters of the Satellite. Under such circumstances, B4I will use all reasonable efforts to minimize disruption to the Service, including making reasonable efforts that any such suspension takes place out of normal business hours.
(c) Subscriber accepts that B4I may change or withdraw any element of the Service from time to time and will use all reasonable efforts to notify Subscriber of any necessary change in the Services.
(d) Subscriber acknowledges and agrees that B4I have the right to move Subscribers service to a satellite other than the Satellite provided, however, that B4I shall give Subscriber ten (10) days advance notice of any planned move and provided that B4I will not exercise this relocation without good cause, such cause to be determined in B4I’s sole discretion, and that B4I will take all reasonable efforts to avoid that the Subscriber be required to take any related adjustment actions to maintain Service. In any event, B4I shall have the right by providing 24 hours notice to Subscriber to change the satellite transponder frequency on any day, provided that such change in frequency would not require more than minimal Subscriber action.
5. TERM. This Agreement is for an initial term of 12 months and shall automatically renew for subsequent 12-month terms, until terminated in accordance with this Agreement. After the Initial Term, Subscriber may terminate this Agreement upon thirty (30) days written notice to B4I. Should Subscriber terminate this Agreement for any reason during the initial term, a cancellation fee equal to three (3) months monthly service fee will become immediately due, and Subscriber acknowledges and agrees to pay such fee. B4I may, in it is sole discretion, terminate this Agreement at any time. In the event that B4I terminates this Agreement for reasons other than breach of this Agreement by Subscriber, then B4I shall endeavour to the extent reasonably possible to provide 30 days notice to Subscriber. Subscriber is liable under this Agreement for all fees and charges until such time as the Agreement has been terminated. SUBSCRIBER UNDERSTANDS THAT, UNLESS WRITTEN NOTIFICATION IS RECEIVED BY B4I AFTER THE INITIAL TERM, THE SERVICE SHALL CONTINUE AND SUBSCRIBER WILL CONTINUE TO BE RESPONSIBLE FOR PAYMENT OF APPLICABLE SERVICE FEES.
6. TERMINATION. (a) If Subscriber is dissatisfied with the Service, or any related terms, conditions, rules, policies, guidelines, or practices, Subscriber’s sole remedy is to discontinue using the Service, cancel the account, and pay any cancellation fees that apply. To cancel the Service Subscriber must send a written request for termination by mail or fax to B4I and same must be signed by an authorized representative of Subscriber, to arrive not less than 5 working days before the end of the current billing term. Should Subscriber terminate this Agreement for any reason during the initial term, a cancellation fee equal to three (3) months monthly service fee will become immediately due, and Subscriber acknowledges and agrees to pay such fee.
(b) Upon cancellation or otherwise upon termination of this Agreement, B4I may terminate your password, your account or your use of the Services for any reason, including, without limitation, if B4I, in its sole discretion, believes you have violated the Agreements or if Subscriber fails to pay any charges when due. Sections 11, 20, 21 and 22 of this Agreement shall survive termination of this Agreement.
(c) B4I may terminate this Agreement immediately if Subscriber is subject to bankruptcy, insolvency examinationship, receivership, liquidation or any similar proceedings, or in B4I’s exclusive opinion is unable to pay fees due to B4I.
7. FEES AND PAYMENT. (a) Subscriber shall pay a basic monthly service fee and all other applicable fees, charges, taxes and other amounts for the Service at the rates in effect for the current billing period. B4I may increase or decrease the basic monthly service fee. B4I will use all reasonable efforts to provide Subscriber thirty (30) days or more notice of same. If such changes to the basic monthly service fee are to Subscribers detriment, Subscriber may terminate this Agreement by giving thirty (30) days written notice, and Subscriber will remain liable only for any balance on the account. (b) Payment is due in full by Direct Debit at the start of each billing period. The subscriber will be notified 14 days prior to the agreed date of debit from the bank account, the amount charged. All charges are considered valid unless disputed in writing sixty (60) days of the billing date. Adjustments will not be made for charges that are more than 60 days old. If any payment is more than 7 days overdue, or is returned by the bank unpaid, the Service may be suspended with immediate effect and remain suspended until the due amounts are paid in full. The Subscriber is not relieved of the obligation to pay the monthly service fee while an account is suspended. B4I may, at its sole discretion, terminate the Service and this Agreement for any accounts which are 14 days or more overdue. A reactivation fee or deposit may be required before Service is reactivated after suspension or termination. Credit account balances shall not accrue interest. Subscriber agrees to pay the reasonable costs of any collection agency, solicitor or court used by B4I to collect past due amounts or to enforce this Agreement. (c) Monthly charges during months where Services are provided for less than a full month shall be as follows: (i) a site installed during the first half of a
calendar month shall be billed for service as from the 15th of such month payable with the following months payment, and (ii) a site installed during the second half of a calendar month shall be billed as from the 1st of the following month.
8. SUBSCRIBER ACCOUNT. (a) Subscriber will receive a username, password, account reference, IP information and various other details. Subscriber is solely responsible for the use of the service and for ensuring their information is kept confidential. Subscriber must notify B4I immediately upon discovering any unauthorized use of their account.
(b) Subscriber acknowledges that usernames, passwords, and IP addresses may change or be changed from time to time, and specifically that fixed IP addresses are not guaranteed.
9. FAIR ACCESS POLICY. To ensure equal internet access for all Subscribers, B4I operates a fair access policy. Fair access establishes an equitable balance in internet access across high speed internet service for all Subscribers. To ensure this equity, heavy usage customers may experience some temporary throughput limitations during peak usage hours. B4I provides the service on a “best effort” basis and does not guarantee download speeds.
10. SOFTWARE LICENSE. B4I grants to Subscriber a non-exclusive, non-assignable and non-transferable license to use and display the software provided by or on behalf of B4I only for purposes of accessing the Service (“Software”). Unauthorised copying of the software is expressly forbidden. Subscriber may not sublicense, assign or transfer the license or the Software.
11. INSTALLATION. (a) Subscriber acknowledges that, as the equipment is complex and that broadcast regulations for installing and aligning the dish are stringent, the equipment must only be installed by a B4I Approved Installer. B4I will arrange for the installation and commissioning of the equipment at your site in advance of service provision.
(b) The installation, use, inspection, maintenance, repair, and removal of the equipment may result in service outage or potential damage to your computer. Subscriber is solely responsible for backing up all existing computer files and data. B4I and its employees, agents, contractors, and representatives shall have no liability whatsoever for any damage to or loss or destruction of any of your hardware, software, files, data, or peripherals. Subscriber assumes responsibility for impacts to or loss of any warranty associated with the opening of your computer for installation.
(c) Subscriber acknowledges that this is a fixed-location service for one personal computer only. Moving to another location will require the service to be re-provisioned by B4I Approved Installer at the new location. This may result in interruption of the Service, and will incur installation fees which Subscriber will be required to pay in advance of moving.
(d) B4I will make its best effort to provide the service to all applicants. B4I may, in its sole discretion, determine that it can not or will not service a particular site or Subscriber, and reserves the right to cancel the installation process and refund any money that the Subscriber has paid. B4I will notify you of its intent to cancel as soon as reasonably possible. It may take up to 60 or more days to determine if B4I is able to provide a service. B4I shall have no responsibility whatsoever for claims arising out of its failure or refusal to complete the installation or provide the service.
(e) The installer will need to work internally and externally at your premises for which they will require access. Subscriber acknowledges responsibility for securing, including any associated costs, the following: (i) obtaining all necessary consents including planning permission if needed, landlord, occupier and other building consents for both access and installation and maintenance of the equipment; and (ii) full, free and safe access to relevant premises at agreed times.
(f) If, for any reason, an installation must be cancelled due to error, omission, oversight, or for any other cause attributable to Subscriber, the following arrangements apply. The installation may be cancelled 3 or more working days before the installation date without penalty. If cancelled less than 3 working days from installation, a cancellation fee of €50 will be payable. If cancelled within 1 day or an agreed installation date, an installation abort fee of €100 will be payable. The payment of the abort fee includes, but is not limited, to the situation where the installer must cancel the installation having arrived on site where the Subscriber has provided inaccurate or incorrect information, or where the Subscriber has omitted to make known information relevant to the installation.
12. COPYRIGHTS AND LICENSES. The content on the service is protected under applicable copyright law. All copying, modification, distribution, publication or other use by Subscriber, or by any user of Subscriber’s account, of any such content is prohibited, except as expressly permitted by the holder of the applicable copyrights.
13. NO ENDORSEMENTS. B4I does not endorse or in any way vouch for the accuracy or completeness of any content made available through the service. B4I does not recommend that such content be relied on by Subscriber without appropriate verification.
14. SUBSCRIBER CONDUCT. Subscriber shall comply with all laws, rules, regulations and legal obligations related to the service and with all acceptable use policies and procedures established from time to time by B4I. Subscriber shall not use the service to conduct any business or activity or to solicit the performance of any activity which is prohibited by law, rule, regulation or legal obligation. Subscriber shall not intercept email in an unauthorized manner or engage in “spamming” or any similar conduct.
15. THIRD PARTY ACCESS. (a) Subscriber shall not resell, share, lease, hire or otherwise permit access to the service to any third party, including but not limited to the connection of any third party to the service through use of direct cable connection, network connection, wireless networking, or any other means.
(b) B4I reserve the right to suspend the service pending investigation where it reasonably suspects the above clause is breached by Subscriber and reserves the right to terminate with immediate effect the service and this Agreement where such breach has taken place.
16. SERVICE MONITORING. B4I has no obligation to monitor this service, but may do so and disclose information regarding use of the services for any reason if B4I, in its sole discretion, believes that it is reasonable to do so, including to : satisfy laws, regulations, or governmental or legal requests; operate the service properly; or to protect itself and its Subscribers. B4I may immediately remove your material or information from B4I servers, in whole or in part, which B4I, in its sole and absolute discretion, determines to infringe another’s property rights or to violate B4I’s Acceptable Usage Policy.
17. SUBSCRIBER EQUIPMENT. (a) Subscriber shall maintain and operate suitable and fully compatible terminal equipment and communication devices required to access the service. B4I makes no representation or warranties, either express or implied, regarding such Subscriber equipment.
18. DISCLAIMER OF WARRANTIES. Access to the service is not guaranteed. The service is distributed on as “as is” and “as available” basis, without warranties of any kind, either express or implied, including but not limited to warranties of title or implied warranties or merchantability or fitness for a particular purpose or otherwise.
19. LIMITATION OF LIABILITY. Neither B4I nor any of its information or content providers, service providers, licensors, employees or agents shall be liable for any direct, indirect, incidental, special, punitive, or consequential damages arising out of Subscriber’s use of service or inability to use the service or any breach of any representation or warranty. In any event, no such liability shall exceed the total amount actually paid by Subscriber for services provided under this Agreement for the prior 6 month period, expressly not including any amount paid for equipment installation.
20. INDEMNITY. Subscriber assumes all risk liability for use of the service. Subscriber agrees to indemnify B4I against all claims, damages, costs and expenses, including but not limited to reasonable legal fees, arising out of or related to the use of the service.
21. THIRD PARTY BENEFICIARIES. The provision of Sections 19, 20 and 21 are for the benefit of B4I and its respective contractors, information or content providers, service providers, licensors, employees and agents; and each shall have the right to assert and enforce such provisions directly on its own behalf.
22. SUPPORT SERVICES. Subscriber shall direct all enquiries and service related issues to B4I’s Customer Sales and Support contact points, as defined on its website from time to time.
23. APPLICABLE LAWS. This Agreement shall be governed by the laws of the Republic of Ireland. Any cause of action of Subscriber, or users of Subscribers account, with respect to the service or this Agreement, must be instituted within six (6) months after the claim or cause of action has arisen or be barred. It is acknowledged that this is a services contract and not a contract for the sale of goods.
(a) Entire Agreement. This Agreement constitutes the entire Agreement between the parties relating to the subject matter hereunder and supersedes any and all oral and/or written statements, discussions, representations, and Agreements made by either party to the other, and may not be assigned without the express written consent of B4I. No modification of the Agreement shall be binding on either party unless it is in writing and signed by both parties. Failure on the part of B4I to enforce any provision of this Agreement shall not be construed as a general waiver or relinquishment of the right to enforce such provision. If any provision shall be held unenforceable, the validity legality and enforceability of the remaining provisions shall in no way be affected thereby, and the intent of the unenforceable provision enacted to the maximum enforceable extend.
(b) Notices. All notices, requests, consents, and other communications hereunder, shall be in writing and shall be forwarded by either registered mail, full prepaid, sent via facsimile or delivered in person to the address of each party as set forth at the beginning of this Agreement, or at such other address as may have been furnished in writing’ provided that any notice of termination shall be sent via registered mail in addition to any other means of communication used. Notices, if mailed, shall be deemed effective 5 working days following deposition with the mail service.
(c) Non-Assignment. This Agreement is personal to the parties hereto and the rights and obligations of the Subscriber hereunder cannot be assigned, delegated, or in any manner transferred, except as approved by B4I, and, provided that B4I may assign this Agreement to a subsidiary, affiliate or other entity.
(d) Publicity. B4I may identify Subscriber abuse of B4I’s services in reports, advertisements, and other promotional literature or forms of publication. Subscriber should advise B4I if it does not wish to be identified.
(d) Remedies. Any of the remedies set forth herein, are not exclusive of remedies that B4I or Subscriber may obtain in a Court of Law, on legal or equitable grounds. I agree to the above terms and conditions.