Business Broadband Service Terms and Conditions
These Conditions apply to the business receiving the Services as identified in the Contract Summary (referred to in these Conditions as “Customer”). These Conditions were last updated on 19th December 2024. Please also read LightSpeed’s Privacy Policy at www.lightspeed.co.uk/privacy-policy.
1. Definitions and Interpretation
1.1 In this Agreement (including the Schedules):
Acceptable Use Policy is as set out at https://www.lightspeed.co.uk/acceptable-use-policy, or as otherwise provided to the Customer by LightSpeed in writing;
Activation Date means the date on which LightSpeed confirms that the Fibre Broadband Service is active;
Agreement is defined in clause 2.1;
Bespoke Installation Service means an installation service which is not a Standard Installation Service;
Charges are charges due from the Customer to LightSpeed for the Services as set out in this Agreement;
Charges Guide is as set out at https://www.lightspeed.co.uk/charges-guide, or as otherwise provided to the Customer by LightSpeed in writing;
Commencement Date means the date on which the Customer accepts the Contract Summary in accordance with clause 3;
Conditions means these terms and conditions;
Contract Summary means a summary of this Agreement and the Customer’s order, containing the key information relating to the Customer’s Services;
Confidential Information of a party shall mean all information, in whatever form, disclosed, made available by, or otherwise emanating from that party (or its Group Companies) in connection with this Agreement (and shall include its terms and, in the case of LightSpeed’s Confidential Information, all information relating to the specification and performance of the Services). Confidential Information shall not include information which:
(a) at the time of disclosure is in the public domain;
(b) after disclosure becomes part of the public domain otherwise than by breach by a party of the provisions of this Agreement;
(c) was already in the possession of the receiving party at the time of disclosure;
(d) was received by the receiving party after disclosure from a third party who was not required to hold it in confidence; or
(e) is trivial and/or obvious;
Contract Year means the twelve month period starting on the Commencement Date and each successive 12 month period thereafter;
Cookie Policy is as set out at www.lightspeed.co.uk/cookies-policy, or as otherwise provided to the Customer by LightSpeed in writing;
Customer means the business entity named on the Contract Summary;
Customer Hardware means any hardware used by the Customer from time to time;
Early Termination Charges means the charges for early termination as set out in the Charges Guide;
Equipment means the hardware and software provided by LightSpeed to the Customer under this Agreement which may include the equipment listed at clause 6.1.1 as well as any additional equipment LightSpeed may agree to provide the Customer with from time to time;
Exempted Condition means any condition, defect, malfunction or loss of availability arising directly from:
(a) any act other than the use of the Fibre or Equipment for the purpose for which it is intended, or any accidental act or omission by the Customer or any third party to follow the instructions or written advice of LightSpeed;
(b) any failure by the Customer or any third party (other than a sub-contractor of LightSpeed) to follow corrective routines or operating instructions provided by or on behalf of LightSpeed;
(c) any work required by the Customer other than pursuant to this Agreement;
(d) any Force Majeure Event;
(e) any other cause (except fair wear and tear or resultant component failure) which is not due to the neglect or default of LightSpeed;
(f) any fault or condition or works external to the Fibre or Equipment or product or process combined with or used together with the Fibre or Equipment unless attributable to LightSpeed;
(g) the subjection of the Fibre or Equipment to unusual physical or electrical stress, or the neglect or misuse of the Fibre or Equipment;
(h) the failure by the Customer to meet its obligations pursuant to this Agreement; or
(i) any modification, adjustment or repair to the Fibre or Equipment made by the Customer or any third party without the written consent of LightSpeed.
Fibre means the fibre owned and/or used by LightSpeed from time to time;
Fibre Broadband Service means the provision of services over full Fibre to the premises as more precisely described in the Charges Guide;
Force Majeure Event is defined in clause 19;
Group Company means, in relation to a party, any group undertaking (as defined in section 1161 of the Companies Act 2006) of that party, in each case from time to time;
Installation Period means the period commencing on the Commencement Date and ending on the Activation Date;
Installation Services means the services provided by LightSpeed in order to install the Fibre and Equipment at the Property, including the Bespoke Installation Service and/or the Standard Installation Service;
Intellectual Property Rights means all intellectual property rights, including patents, trade and service marks, rights to domain names, rights in passing off, registered and unregistered designs, rights in confidential information, rights in know-how, database rights, topography rights, copyright (including rights in software), rights in any invention, and applications for registration of any of the foregoing, and the right to apply therefor, in each case in any part of the world;
LightSpeed means LightSpeed Broadband Limited (Company number 12487672), whose registered office is located at Office 2B, Westpoint, Lynch Wood, Peterborough PE2 6FZ;
LightSpeed IPRs has the meaning given to it in clause 18;
LightSpeed’s Personnel means the employees, staff, other workers and agents of LightSpeed and any of LightSpeed’s subcontractors or agents who are engaged in the provision of the Services from time to time;
Maintenance and Support Services means the services reasonably intended to maintain and support the Fibre and Equipment in operational order;
Minimum Term is the period specified as such in a Contract Summary;
Moving Property Form is the form at Moving Property Form
Network means the communications network to which the Fibre is connected;
Payment Fail Fee is set out in the Charges Guide;
Privacy Policy is as set out at www.LightSpeed.co.uk/privacy-policy, or as otherwise provided to the Customer by LightSpeed in writing;
Property means the Customer’s business premises, as identified in the Contract Summary;
Re-Connection Fee is set out in the Charges Guide;
Services means the Fibre Broadband Service, the Installation Services, and/or the Maintenance and Support Services;
SimpliSafe means SimpliSafe Limited (company number 10795126);
SimpliSafe Product means a SimpliSafe security product;
Standard Installation Service means an installation which will last no longer than 2 hours (120 mins) and meets the following criteria:
(a) maximum of 15 metres external work "soft" dig or 10 metres if this is not the case (not including the pole to building span);
(b) maximum of 15 metres internal work on a single floor level;
(c) no additional equipment is required or specialised resource to complete the install; and
(d) the toby box / footbox will be no further than 100mm from the Property’s curtilage.
Third Party Consents is defined in clause 8.5;
Third Party Products and/or Services means any products and/or services which are provided by a third party in conjunction with or in relation to the Services;
Wayleave Agreement means the LightSpeed wayleave agreement, produced pursuant to the Telecommunications Act 1984 and the Electronic Communications Code; and
Working Day means a day other than a Saturday or a Sunday or a public holiday in England and Wales.
1.2 References to statutes or statutory provisions shall be construed to include references to those statutes or statutory provisions as amended or re-enacted from time to time and shall include any orders, regulations, instruments or other subordinate legislation under them.
1.3 The headings in this Agreement are for ease of reference only and shall not in any way affect its construction or interpretation.
1.4 Reference to a party to this Agreement shall include its personal representatives, successors in title and permitted assigns.
1.5 The Schedule forms part of this Agreement and shall be construed and have the same full force and effect as if expressly set out in the main body of this Agreement, save that in the event of a conflict between the terms of the main body of this Agreement and the terms of the Schedule, the terms of the main body of this Agreement shall prevail.
1.6 The terms of this Agreement shall apply to the exclusion of any standard terms and conditions of the Customer, including any terms and conditions accompanying the Customer’s purchase order(s) or other correspondence.
1.7 Unless expressly stated to the contrary in this Agreement:
1.7.1 words denoting the singular include the plural and vice versa, words denoting any one gender include all genders and vice versa, and references to persons include individuals, partnerships, bodies corporate and unincorporated associations;
1.7.2 a reference to a recital, clause or Schedule is a reference to a recital or clause of or Schedule to this Agreement and a reference to a sub-clause is a reference to a sub-clause of the clause in which the reference appears; and
1.7.3 the words and phrases “other”, “including” and “in particular” shall not limit the generality of any preceding words or be construed as being limited to the same class as the preceding words where a wider construction is possible.
2. The Agreement
2.1 When an order is entered into in accordance with clause 3 of these Conditions, a legally binding agreement between the Customer and LightSpeed made up of the following is formed (the “Agreement”):
2.1.1 the Contract Summary;
2.1.2 these Conditions;
2.1.3 the Charges Guide;
2.1.4 the Privacy Policy;
2.1.5 the Cookie Policy;
2.1.6 the Vulnerability and Accessibility Policy; and
2.1.7 the Acceptable Use Policy
2.2 In the event of a conflict between the terms of the documents listed in clause 2.1, a term contained in a document higher in the list shall have priority over one contained in a document lower in the list.
3. The Ordering Process
3.1 An order is placed by the Customer, via the website or with a LightSpeed sales representative.
3.2 Once LightSpeed have accepted the Customer’s order for the Services, LightSpeed will send the Customer the Contract Summary.
3.3 Once the Customer receives the Contract Summary, by clicking “I Agree”, the Customer hereby confirms that the Agreement constitutes a legally binding agreement between LightSpeed and the Customer governing the provision of the Services. The Customer will then receive a confirmation email which will confirm its installation date.
3.1 If the Customer does not wish to be bound by the terms of the Agreement, then it should not click “I Agree” and will not be entitled to receive the Services.
3.2 Where a Customer has signed up for one of LightSpeed’s offers, the details of that offer will be included in the Contract Summary.
3.3 Individuals may accept the Agreement on behalf of a Customer, provided that the relevant individual has been properly authorised by the Customer to do so. If you are an individual accepting the Agreement on behalf of a Customer, you hereby warrant, represent and undertake that you are entitled to bind the Customer. LightSpeed reserves the right to require you to provide evidence of such authorisation from time to time.
4. Term
4.1 The Agreement shall be legally binding from the Commencement Date and where a Minimum Term applies, shall continue, subject to earlier termination in accordance with its terms, for the duration of the Installation Period and the Minimum Term.
4.2 After the Minimum Term has ended, the Agreement will continue until the Customer or LightSpeed choose to end this Agreement in accordance with these Conditions. The Customer may choose to take up an offer from LightSpeed in which case there will be a further minimum term. The Customer may from time to time contact LightSpeed to change or upgrade the Services, in these circumstances LightSpeed will confirm whether that is possible, and if so, the Charges for any upgraded or changed services and any new minimum term that will apply.
4.3 Where a Minimum Term does not apply the Agreement shall be legally binding from the Commencement Date and will continue until the Customer or LightSpeed choose to end this Agreement in accordance with these Conditions.
5. The LightSpeed Offering
5.1 LightSpeed provides its customers with customer services, installation, access to and maintenance of Fibre and Equipment, which offers its customers the ability to connect to the internet.
5.2 LightSpeed only provides its Services in certain areas, a Customer can check if the Services are available in its area using LightSpeed’s availability checker, or by contacting LightSpeed’s customer services team.
5.3 The Fibre Broadband Service coverage may not extend to any conservatories, gardens, driveways, garages, sheds, summerhouses, basements, and lofts on the Property.
5.4 Any service or performance dates given by LightSpeed in the Agreement are given in good faith but are estimates only and time shall not be of the essence in respect of them. LightSpeed will use its reasonable endeavours to meet such dates but will not be liable for any costs or damages resulting from delays.
6. Fibre and Equipment and Software
6.1 Installation of the Fibre and Equipment
6.1.1 In order for the Fibre Broadband Service to work LightSpeed may need to install some equipment at the Property, including:
(a) an ONT (Optical Network Terminal): a socket which connects the Router to the Network (which may function as the Router in some circumstances).
(b) a Router: a device that will connect to the ONT and will provide the Customer with the Fibre Broadband Service and a Wi–Fi signal throughout the Property.
(c) a Beacon: an additional device that is used to extend the Wi-Fi signal throughout the Property.
6.1.2 If there is already a working LightSpeed ONT and Router on the Property, LightSpeed may be able to remotely activate the Fibre Broadband Service and will not need to perform the Installation Services. If LightSpeed do opt to activate the Fibre Broadband Service remotely, LightSpeed will provide the Customer with instructions on what the Customer needs to do.
6.1.3 If the Customer does not have a working LightSpeed ONT and Router, LightSpeed will need to carry out the Installation Services.
6.1.4 The Customer acknowledges that the nature of the installation of the Fibre and Equipment may mean that:
(a) various works, such as excavation and other earth works, drilling of holes in the walls of the Property and/or affixing items to the walls of the Property, may be required at the Property; and
(b) certain Fibre and Equipment shall remain at the Property once installed.
6.1.5 The engineers will affix the ONT to a wall, which involves drilling of holes into wall(s) of the Property.
6.1.6 Where the Customer requests for the ONT (where it also functions as the Router) to be installed somewhere other than where the engineers have suggested, the Customer understands that the performance of the Customer’s Wi-Fi may be adversely affected, and LightSpeed may require the Customer to sign a waiver acknowledging this.
6.1.7 Where the Property was initially assessed as requiring a Standard Installation Service, but is then found to require a Bespoke Installation Service due to the Customer’s requirements changing, or due to an error in the initial assessment of the Customer’s installation criteria, then LightSpeed will advise the Customer of any additional Charges. If the Customer is unwilling to pay such additional Charges, the Customer can cancel this Agreement. Where the Customer does decide to go ahead with the Bespoke Installation Service, LightSpeed will confirm the additional Charges with the Customer in writing.
6.1.8 Where a Bespoke Installation Service is needed rather than a Standard Installation Service, due to the Customer’s requirements changing, or due to the Customer not providing accurate information in their order, LightSpeed may charge the Customer for any relevant engineer visits.
6.1.9 Before carrying out the Installation Services, the engineer will carry out a risk assessment. Where the outcome of that risk assessment is that it is not possible to carry out the Installation Services, LightSpeed will inform the Customer of this.
6.1.10 If for any reason LightSpeed are unable to provide the Installation Services, which could be due to technical reasons, and/or if LightSpeed are unable re-schedule the Installation Services, LightSpeed may terminate the Agreement. In these circumstances LightSpeed may charge for Services which have been provided and LightSpeed will be under no obligation to provide further Services to the Customer.
6.1.11 Where the Customer needs to change or cancel an installation appointment, it must inform LightSpeed at least two Working Days beforehand.
6.1.12 LightSpeed will only install the Fibre and Equipment if someone over the age of 18 is present.
6.1.13 To the extent the Customer provides less than two Working Days’ notice, , or someone over the age 18 is not present, or the engineer is unable to carry out the work due to the Customer’s fault, LightSpeed will charge the Customer in accordance with the Charges Guide.
6.1.14 The Customer will cooperate with LightSpeed and treat the engineers with respect while they perform the Installation Services. LightSpeed will aim to minimise any disturbance.
6.1.15 Once the Installation Services are complete, LightSpeed will advise the Customer of the Activation Date. LightSpeed try to set the Activation Date as soon as possible but cannot guarantee any specific date or timeframe. The Customer will be charged a one off “Activation Charge” as set out in the Charges Guide.
6.1.16 If, following the Installation Services, the Customer asks LightSpeed to send an engineer to re-position the Equipment, the Customer may be charged in accordance with the Charges Guide.
6.1.17 Unless otherwise set out in writing, the charges for the Installation Services will be included in the monthly charges. Where this Agreement terminates before these charges have been paid in full, the balance of the charges for the Installation Services will be included in the Customer’s final bill.
6.1.18 The Customer will be allocated an IP address. The IP address allocated to the Customer may be varied at any time. The IP address belongs to LightSpeed, and LightSpeed may re-assign it to another customer upon termination of this Agreement. The Customer may request a static IP address, which LightSpeed can decide whether or not to provide to the Customer. There will be a charge for a static IP address. The Customer cannot sell or transfer the IP address.
6.2 Ownership of the Fibre and Equipment
6.2.1 The Fibre and Equipment shall remain the property of LightSpeed at all times, including (for the avoidance of doubt) where the same has been installed on the Property, and the Customer shall have no right, title or interest in or to the Fibre or the Equipment.
6.2.2 The Customer shall keep the Fibre and Equipment free and clear of any and all diligence, distress, execution, seizure, attachment, levies, liens, security interests and encumbrances of any kind and shall give LightSpeed prompt notice of any encumbrance, charge, lien, attachment, diligence, judicial process or any similar event to any of the foregoing affecting the Fibre or the Equipment.
6.2.3 The Customer shall procure that by the terms of any lease, mortgage, charge, or debenture (whether specific or floating) of or in respect of the Customer’s assets or the Property, no rights whether present future or contingent are created or become exercisable in respect of the Fibre or Equipment notwithstanding that the Fibre or Equipment may be or have become a fixture thereof.
6.2.4 The Customer shall:
(a) take reasonable actions to prevent any damage, loss or theft of the Fibre or Equipment;
(b) insure the Fibre and Equipment to the full replacement value against damage, loss or theft;
(c) ensure that any third-party carrying out work on the Property is aware of the location of the Fibre and the Equipment; and
(d) let LightSpeed replace, change, substitute, update or upgrade the Fibre or Equipment and the software as needed from time to time, LightSpeed will arrange an appointment for one of its engineers to do so.
6.2.5 LightSpeed will only be responsible for Fibre and Equipment that it has supplied to the Customer.
6.2.6 The Equipment has software on it which LightSpeed either owns or has licence for which allows the Customer to use it. Under no circumstances can the Customer attempt to modify or reverse engineer that software.
6.2.7 If there is any loss or damage to the Equipment or Fibre or if it is faulty, or there are circumstances likely to lead to a fault or loss or damage of the Equipment or Fibre, of which the Customer may reasonably be aware or should reasonably be aware, the Customer will inform LightSpeed immediately. If it is damaged or faulty, LightSpeed may send out an engineer to look at it or may ask the Customer to return the Equipment to LightSpeed, and LightSpeed will arrange to send replacement Equipment to the Customer. If the Customer is asked to return the Equipment, LightSpeed will credit the cost of the postage to the Customer’s account. If LightSpeed does not receive the requested Equipment within 14 days of requesting it, LightSpeed may charge the Customer for it in accordance with the Charges Guide. If it is determined on LightSpeed’s inspection that the there is such loss or damage to the Equipment or Fibre, or it is faulty, and the loss or damage or fault is not attributable to LightSpeed’s negligence or wilful act or omission, LightSpeed may charge the Customer the cost of fixing or replacing it, which may include (a) the cost of the Equipment, and/or (b) the administration and delivery fee per Equipment item, and/or (c) the call out fee for the engineer. The Charges are set out in the Charges Guide. Any replacement Equipment LightSpeed provides will be either new or ‘as new’ (which is second-hand equipment LightSpeed has refurbished).
6.2.8 If LightSpeed finds that the Equipment under clause 6.2.7 which has been returned to LightSpeed is not damaged or faulty or there is no loss, LightSpeed may charge the Customer a reasonable amount to reflect costs incurred and will return it the Customer or replace it. If an engineer is sent to look at the Equipment and/or Fibre under clause 6.2.7 and it is damaged, faulty or there is no loss, LightSpeed may charge the Customer the call out fee for the engineer.
6.2.9 LightSpeed may from time to time replace the Equipment. In such circumstances LightSpeed will request that the Customer sends the Equipment to LightSpeed. LightSpeed will credit the cost of the postage to the Customer’s account, and provide the Customer with replacement Equipment. If LightSpeed does not receive the requested Equipment within 14 days of requesting it, LightSpeed may charge the Customer for it in accordance with the Charges Guide.
6.2.10 Without prejudice to any other clause in these Conditions, the Customer warrants, represents and undertakes that it shall not:
(a) use the Fibre and Equipment other than in accordance with these Conditions, the manufacturer’s instructions and the reasonable instructions of LightSpeed from time to time;
(b) dispose, damage, destroy or otherwise interfere with the Fibre or Equipment, unless LightSpeed asks them to (for example, if LightSpeed is helping the Customer fix a problem);
(c) do anything or omit to do anything which shall, or is likely to have, a detrimental effect on the way the Fibre and Equipment operates;
(d) attempt to move, maintain, alter, modify, adjust, remove, replace or repair the Fibre and Equipment;
(e) allow any person or organisation other than LightSpeed, its Group Companies, or their authorised representatives and sub-contractors to move, maintain, alter, modify, adjust, remove, replace or repair the Fibre or Equipment without LightSpeed’s prior written consent;
(f) connect to LightSpeed’s Network any equipment which may cause the Network harm or damage in any way; or
(g) remove or obscure, or allow the removal or obscuring of, any LightSpeed labels placed on the Equipment.
6.3 The Customer acknowledges that LightSpeed has remote access in order to monitor and update to the Equipment.
6.4 Equipment on Termination
6.4.1 When the Agreement ends, the Customer will return all of the Equipment, excluding the ONT, to LightSpeed. LightSpeed will credit the cost of the cost of the postage to the Customer’s account. If LightSpeed does not receive the requested Equipment within 14 days of requesting it, LightSpeed may charge the Customer for it in accordance with the Charges Guide. [S&B1] [AH2] [S&B3] If the Customer fails to do so LightSpeed will charge the Customer the cost of replacing the Equipment as set out in the Charges Guide, this will be included in the Customer’s final bill. Please note that the end of the Fibre transmits a light that can damage eyesight. Do not remove the ONT or otherwise tamper with the cable unless under the guidance of a professional.
6.4.2 Where the Equipment returned in accordance with clause 6.4.1 is found to be damaged or faulty due to the Customer and/or an Exempted Condition then the Customer may be charged the applicable charges as set out in the Charges Guide, such charges will be included in the Customer’s final bill.
6.4.3 In some cases, the Fibre and Equipment may remain on the Property after the date on which this Agreement comes to an end, and the Customer may not use or authorise anyone else to use the Fibre or Equipment for any purpose, or purport to sell or transfer the Fibre or the Equipment to anyone else. Any future purchasers of the Property should be made aware of the location of the Fibre and the Equipment.
7. Maintenance and Support Services
7.1 LightSpeed will provide the Services to the Customer’s UK address. LightSpeed will take instructions from a person who it believes is acting with the Customer’s permission.
7.2 LightSpeed aims to provide a continuous, high-quality Fibre Broadband Service using reasonable care and skill, but cannot guarantee that the Fibre Broadband Service will always be available.
7.3 Sometimes faults in the Network or another company’s network may affect the Services. LightSpeed may send out an engineer to fix a fault that it has not been able to resolve remotely. LightSpeed will not charge the Customer for this if the problem is in the Network, but if LightSpeed finds that the fault is related to the Property wiring, the Customer’s equipment or the Network is damaged within the boundary of the Property other than through fair wear and tear, then the Customer may have to pay for the engineer visit. LightSpeed will tell the Customer about this when this becomes apparent to LightSpeed. The Charges Guide sets out how much it costs for an engineer call out.
7.4 Where a Customer cancels an engineer visit on less than two Working Days’ notice, or someone over the age 18 is not there, or the engineer is unable to carry out the work due to the Customer’s fault, LightSpeed will charge the Customer in accordance with the Charges Guide.
7.5 Where LightSpeed have had to interrupt or suspend the Services to upgrade the Network or carry out maintenance works it will try to get the Services running again as soon as possible.
7.6 LightSpeed tries to keep its Network secure through antivirus software and other security features but cannot guarantee that they will work against every threat. The Customer should make backup copies of its documents, photos and so on, in case the originals are lost or corrupted.
8. Access and Consents
8.1 The Customer shall grant to LightSpeed such access to:
8.1.1 the Property; and
8.1.2 the Fibre and Equipment installed at the Property,
in each case as LightSpeed may require in order to perform its obligations under this Agreement.
8.2 The Customer acknowledges that LightSpeed may not be able to provide the Customer with (and will not be responsible for) the Services unless and until such access is granted.
8.3 The Customer acknowledges that it is the current occupier of the Property[RK1] [S&B2] , and will provide advance notice to LightSpeed if such occupation will cease.
8.4 The Customer will provide LightSpeed with access to the Property or provide permission for someone else to provide LightSpeed with access to the Property (they must be at least 18 years old).
8.5 The Customer acknowledges that certain third parties may be required to agree to certain parts of the Services, prior to any such parts of the Services being supplied by LightSpeed (Third Party Consents). The Customer warrants, represents and undertakes that it shall obtain all necessary Third Party Consents prior to the Services taking place and present evidence of the same to LightSpeed on request.
8.6 LightSpeed reserves the right to terminate this Agreement with immediate effect if, in LightSpeed’s opinion, it becomes apparent that the Customer has or may not have obtained any necessary Third Party Consents.
8.7 Without prejudice to clauses 8.5 and 8.6 and, LightSpeed reserves the right to:
8.7.1 require the Customer to enter into a Wayleave Agreement; and/or
8.7.2 require that the Customer procures that a relevant third party enters into a Wayleave Agreement,
in each case in order to grant LightSpeed such access to the Property as may be necessary to provide the Services.
9. Customer General Obligations
9.1 LightSpeed provides the Services for the Customer’s business use. LightSpeed is not providing the Services under this Agreement for personal residential use or to individual consumers. The Customer accepts that it is responsible for how the Fibre and the Equipment are used.
9.2 The Customer shall:
9.2.1 follow any reasonable instructions LightSpeed gives it and help LightSpeed run its security checks;
9.2.2 obtain any permission LightSpeed needs to install any Fibre and Equipment as set out in clause 8;
9.2.3 cooperate fully with LightSpeed (at no cost to LightSpeed) in the performance of LightSpeed’s obligations under this Agreement;
9.2.4 maintain an electricity supply to the Equipment at all times (and shall be responsible for all charges and expenses arising in connection with the same);
9.2.5 not use the Services for any illegal purposes and comply with all applicable laws in relation to its activities under this Agreement;
9.2.6 let LightSpeed know immediately if it changes its name, address, email address, mobile number, payment details;
9.2.7 keep its LightSpeed ID username and password private and secure;
9.2.8 let LightSpeed know immediately if it thinks someone else knows their LightSpeed ID password, and change its password at the same time; and
9.2.9 not do anything which might harm LightSpeed’s network, brand, reputation, security, other users’ Fibre, Equipment or security.
9.3 The Customer warrants, represents and undertakes that it shall comply with the Acceptable Use Policy. In addition to any other rights LightSpeed has, it reserves the right to suspend or terminate the Services if it considers that the Customer has contravened the Acceptable Use Policy.
9.4 If LightSpeed believes the Customer has misused the Services, or has let anyone else misuse them, the Customer might have to pay LightSpeed for any loss or damage it suffers as a result.
10. CHARGING AND PAYMENT
10.1 The Customer shall pay the Charges due to LightSpeed in accordance with this Agreement.
10.2 The Charges due by the Customer in the Installation Period and the Minimum Term are set out in the Contract Summary. Following the Minimum Term, the then current standard package price for LightSpeed’s monthly rolling agreement for the applicable Fibre Broadband Service applies, unless the Customer signs up for a new agreement for which different pricing applies.
10.3 The Customer’s price will be fixed for the duration of the Minimum Term, subject to clauses 10.5 and 10.6. Following the Minimum Term, then current standard price for LightSpeed’s monthly rolling agreement for the applicable Fibre Broadband Service applies, unless the Customer signs up for a further minimum term for which different pricing applies.
10.4 Where the Customer is not subject to a Minimum Term, the current standard price for LightSpeed’s monthly rolling agreement for the applicable Fibre Broadband Service will apply.
10.5 In relation to add-ons the Charges may be increased from time to time to reflect increases in costs to provide the Customer with the Services, for example, because of changes to technological requirements or increases in third party costs charged to LightSpeed.
10.6 Where the Customer is not within a Minimum Term LightSpeed may increase the Charges at any time, providing notice in accordance with clause 10.8 of these Conditions.
10.7 LightSpeed will provide 30 days’ written notice of a change to the Charges, unless it is unable to do so for legal or regulatory reasons, in which case LightSpeed will provide the Customer with as much notice as it can.
10.8 There may also be some one-off Charges which may be charged in accordance with this Agreement.
10.9 The Customer must pay for the Services using direct debit. LightSpeed will use the card details provided to take monthly payment of the Charges which will begin on the Activation Date. LightSpeed will not accept any other form of payment, unless it provides written confirmation to the Customer that LightSpeed is prepared to do so.
10.10 All Charges and payments to be made by the Customer under this Agreement shall be exclusive of VAT, which shall be payable by the Customer in addition, wherever relevant at the rate and in the manner from time to time prescribed by law.
10.11 LightSpeed will normally charge the Customer monthly in advance. If LightSpeed needs to charge the Customer for anything extra it will add those charges to a later bill.
10.12 All amounts due to LightSpeed under this Agreement shall be paid in full on the date they are due and without any set-off, abatement, cross claim, deduction or withholding of any kind other than as required by law.
10.13 The Customer can view the payments it has made on its online portal. Bills, which will be sent in PDF format, are available on request. The Customer can request a paper or braille copy of the bill from LightSpeed. There will not be a charge for the braille copy but there may be a charge for a paper copy, LightSpeed will let the Customer know what this is at the time of its request.
10.14 If the Customer reasonably believes the level of any Charges invoiced is not valid or properly due it shall be entitled to withhold payment of the disputed part of the Charges until the matter is resolved provided that:
10.14.1 the Customer shall, as soon as reasonably practicable, but in any event within 30 days of the date of the invoice detailing the Charges at issue, notify LightSpeed of the withheld amount, specifying in reasonable detail its reasons for withholding payment;
10.14.2 the Customer shall pay any amount which is not in dispute by the relevant due date.
10.15 Where it is found the amounts were correctly invoiced, LightSpeed will charge interest in accordance with clause 10.17.2 from the original due date. The Customer must pay to LightSpeed this interest and the outstanding amount.
10.16 If the Customer’s payment fails more than once, it will be charged a Payment Fail Fee each time a payment fails.
10.17 Where the Customer does not pay a bill by the due date:
10.17.1 LightSpeed will send a reminder to the Customer;
10.17.2 LightSpeed will charge the Customer interest on any payments that are overdue at an annual rate equal to four per cent above the official Bank Rate from time to time (as determined by NatWest Bank plc’s Monetary Policy Committee), which shall accrue daily (both before and after any judgment) and shall be compounded quarterly;
10.17.3 If the Customer has not paid the bill 7 days after the date LightSpeed sent the reminder, a late payment charge will be added to the Customer’s next bill. The Customer will also have to pay any Payment Fail Fees.
10.17.4 In accordance with clause 12.3.3, where the Customer has not made payment 30 days following a payment due date, LightSpeed may suspend the Customer’s Services. LightSpeed may provide the Customer’s details to a debt collection agency for them to collect the payment. If so, LightSpeed will charge the Customer an extra charge being the equivalent to the amount LightSpeed must pay to the debt collection agency. The debt collection agency will add this charge to the Customer’s debt.
10.18 LightSpeed may also transfer the Customer’s debt to any other business (in which case, the Customer’s personal information will also be transferred), if for example there is a change of control over LightSpeed or for any other reason. If this happens then they will have the right to seek payment from the Customer of any monies that the Customer owes.
10.19 If following the suspension in clause 10.17.4, the Customer pays its bill and requests to be re-connected, LightSpeed will charge a Re-Connection Fee and then provide the Customer with service again.
10.20 This clause continues to apply after the termination of this Agreement.
11. Termination
11.1 Either party shall be entitled to terminate this Agreement without cause at any time on 30 days’ written notice to the other party. Where such termination occurs by the Customer during the Installation Period or Minimum Term, LightSpeed may charge the Customer Early Termination Charges.
11.2 LightSpeed may make changes without notice where such changes are: (i) exclusively to the Customer’s benefit, or (ii) purely of administrative nature and has no negative effect on the Customer, or (iii) is directly imposed by law.
11.3 In respect of material changes not covered by clause 11.2, LightSpeed will notify the Customer of that change in writing at least 30 days before it takes effect, unless LightSpeed is unable to do so for legal or regulatory reasons, in which case it will give the Customer as much notice as it can. The Customer will then have the right to end this Agreement by letting LightSpeed know, the Agreement would then end on the day before the relevant change comes into effect. If the Customer is in the Minimum Term, it will not be liable to pay Early Termination Charges.
11.4 Either party may terminate this Agreement at any time on giving written notice to the other party if the other party:
11.4.1 commits an irremediable material breach of this Agreement;
11.4.2 commits a material breach of this Agreement which is capable of being remedied but has failed to remedy such breach within 30 days after having received written notice from the terminating party requiring the same; or
11.4.3 has any corporate action, application, order, proceeding or appointment or other step taken or made by or in respect of it for any composition or arrangement with creditors generally, winding-up other than for the purpose of a bona fide scheme of solvent reconstruction or amalgamation, dissolution, administration, receivership (administrative or otherwise) or bankruptcy, or if it is unable to pay its debts as they fall due, or if it ceases to trade or if a distress, execution or other legal process is levied against any of its assets which is not discharged or paid out in full within three Working Days or if any event analogous to any of the foregoing shall occur in any jurisdiction in which the other party is incorporated, resident or carries on business.
11.5 If LightSpeed terminates the Agreement for any of the reasons set out in clause 11.4, and the Customer is within the Installation Period or Minimum Term, the Customer shall pay any applicable Early Termination Charges.
11.6 LightSpeed May Terminate This Agreement:
11.6.1 in accordance with clause 8.6; or
11.6.2 in accordance with clause 19.
11.7 Termination or expiry of this Agreement shall not affect:
11.7.1 any right or liabilities which have accrued prior to the date of its termination or expiry; or
11.7.2 the continuance in force of any provision hereof which expressly or by implication is intended to come into or continue in force after termination or expiry, including clauses 6.2, 8, 10, 17, 18, 20, 21, 23 , 25 and 28.
11.8 Upon termination or expiry of this Agreement for any reason:
11.8.1 the Customer shall:
(a) return the Equipment or any part of it to LightSpeed in accordance with clause 6.4; and/or
(b) permit LightSpeed to access the Property and remove the Equipment or any part of it; and
11.8.2 LightSpeed shall immediately take payment of all outstanding Charges using the card details provided by the Customer.
11.8.3 Any credit remaining on the Customer’s account will be refunded to the Customer.
11.9 The Customer acknowledges that LightSpeed shall not on termination or expiry of this Agreement, be obliged to request the return of the Equipment or to itself remove the Fibre or Equipment from the Property. In such instances, the Fibre and Equipment may remain on the Property after the termination or expiry of this Agreement and the Customer may not use or authorise any third party to use the Fibre or Equipment for any purpose. The restrictions in clause 6.2 will continue to apply. Instead of the return or removal of the Fibre and Equipment, and particularly where LightSpeed considers that the Customer is in breach of this clause 11.9 or the restrictions in clause 6.2 LightSpeed reserves the right to charge the Customer for the value of the Equipment and any other costs associated with the installation of the Equipment that have not otherwise been recouped by LightSpeed pursuant to the Agreement.
12. When LightSpeed May Restrict, Suspend Or End The Services
12.1 LightSpeed may stop providing Services at any time by giving the Customer at least 30 days written notice.
12.2 LightSpeed may also immediately end the Customer’s Services if any of the following apply:
12.2.1 LightSpeed has to end the Agreement by law or in line with any regulation; or
12.2.2 LightSpeed can’t provide the Services any longer.
12.3 LightSpeed may (a) suspend the Services and/or (b) end the Agreement for any of the reasons set out below:
12.3.1 the Customer’s serious misuse of the Services cannot be put right;
12.3.2 the Customer or anyone else using the Services act in an unsuitable or threatening way to any of LightSpeed’s Personnel;
12.3.3 the Customer does not pay their bill on time of within 30 days after the date it was due;
12.3.4 the Customer cancels its direct debit or do not hold an active direct debit (expect for where LightSpeed has provided written confirmation for the Customer to use another payment method in accordance with clause 10.10);
12.3.5 LightSpeed suspect fraud or any other unauthorised activity;
12.3.6 LightSpeed consider it reasonable to end the Customer’s Services in order to protect the Network and maintain a high-quality service.
12.4 If LightSpeed end the Agreement for any of the reasons set out in clause 12.3, and the Customer is within the Installation Period or Minimum Term, the Customer may have to pay Early Termination Charges.
12.5 If LightSpeed think there has been or is likely to be a security incident, LightSpeed may suspend the Customer’s LightSpeed ID username to protect the Customer’s account. LightSpeed will ask the Customer to change their password before letting the Customer can log back in.
12.6 If Customer or LightSpeed end the Services in accordance with this Agreement, LightSpeed will refund any amount the Customer paid upfront in advance. But first LightSpeed will deduct amount Customer owes LightSpeed in connection with the Services (for example the Early Termination Charges) or any other agreement between the Customer and LightSpeed.
13. Third party products and Services
13.1 Unless otherwise expressly agreed, any contract for the use/operation of Third Party Products and/or Services shall be between the Customer and the relevant third party, and LightSpeed shall not have any responsibility for such Third Party Products and/or Services, even if LightSpeed recommended such Third Party Products and/or Services to the Customer.
14. SimpliSafe products
14.1 A SimpliSafe Product is a Third Party Product. Where a Customer purchases a SimpliSafe Product, the Customer will enter into an agreement with SimpliSafe for the SimpliSafe Product. Charges for the SimpliSafe Product are included in the Customer’s package, but LightSpeed is not responsible for the provision of the SimpliSafe Product or any other services the Customer may purchase from SimpliSafe.
14.2 Where a Customer returns a SimpliSafe Product within 60 days of receiving it, the Customer will receive a refund of the amounts paid for the SimpliSafe Product. Following this 60-day period, the Customer will no longer be entitled to return the SimpliSafe Product under this clause.
14.3 Following the 60-day return period in clause 14.2 for a SimpliSafe Product, where the Agreement is terminated prior to all of the instalments being paid by the Customer, other than as a result of LightSpeed’s breach or at LightSpeed's discretion, the Customer must pay the remainder of its SimpliSafe Product instalments.
15. Changes LightSpeed may make
15.1 LightSpeed may change the Services or the Services features or the Equipment, or these Conditions from time to time, the reasons for doing so may include, but are not limited to:
15.1.1 making it easier for the Customer to understand;
15.1.2 changing, improving or updating the Equipment or the Services the Customer gets, restructuring how LightSpeed provides the Services, or introducing new Services or Equipment;
15.1.3 changing the way LightSpeed structures its charges;
15.1.4 reflecting changes to or developments in technology (for example, LightSpeed may introduce new Equipment or ways to pay for the Services);
15.1.5 withdrawing, replacing or removing all or parts of the Services or Equipment;
15.1.6 updating, upgrading, improving or altering the Services or Equipment (for example, to fix bugs or faults, tackle security issues, improve software etc);
15.1.7 reflecting a change in LightSpeed’s ability to provide the Services (for example, if the LightSpeed increases its coverage somewhere);
15.1.8 reorganising the way LightSpeed manages or run its business; or
15.1.9 reflecting any change to a law, code of practice, regulation, guidance or responsibility that applies to LightSpeed.
16. Change of property
16.1 Where the Customer wishes to change business address (i.e. to move the Services from the Property to another address, the Customer shall provide LightSpeed with 30 days’ written notice and a completed Moving Property Form.
16.2 Where LightSpeed’s Services are available at the new address, the Agreement LightSpeed has with the Customer will continue and LightSpeed will charge the applicable transfer fees or installation fees applicable to the Customer’s move.
16.3 If as a result of the Property move the Customer no longer wishes to continue with the Services and end the Agreement, LightSpeed may charge the Customer any applicable Early Termination Charges.
17. Indemnity and limitations on liability
17.1 The Customer shall indemnify LightSpeed at all times in respect of any claims, demands, costs (including legal costs on a full indemnity basis), expenses, losses and liabilities incurred by LightSpeed as a result of any breach of the Customer’s obligations under this Agreement.
17.2 LightSpeed shall not be in breach of this Agreement and shall not be liable to the Customer in respect of any claims or failure or delay by LightSpeed to perform its obligations under this Agreement to the extent that such claim, failure or delay is a result of:
17.2.1 a failure or delay by the Customer in performing any of its obligations under this Agreement;
17.2.2 any negligent, tortious or unlawful act of the Customer;
17.2.3 the Customer’s failure to follow any instruction of request made by LightSpeed;
17.2.4 LightSpeed complying with any instruction or request by the Customer;
17.2.5 an Exempted Condition;
17.2.6 the Customer Hardware, the Customer’s network connection or equipment or access to any other internet services;
17.2.7 any losses arising from any Third Party Products and/or Services, including any SimpliSafe Product;
17.2.8 viruses or other malware; and
17.2.9 any third party products and services with which the Equipment interacts from time to time.
17.3 Subject to clauses 17.2, 17.4 and 17.7, LightSpeed’s total aggregate liability, however caused, in respect of all claims (and series of related claims) arising in any Contract Year, shall be limited to a sum equal to 100% of the Charges paid in respect of that Contract Year (being, in respect of a series of related claims, the Contract Year in which the first of such claims arose).
17.4 Notwithstanding any other provision of this Agreement, but subject to clause 17.7, LightSpeed shall have no liability however caused in each case whether suffered by the Customer or any third party for any:
17.4.1 direct or indirect loss of or damage to:
(a) profit;
(b) revenue;
(c) production;
(d) business;
(e) contracts;
(f) opportunities;
(g) anticipated savings;
(h) data;
(i) goodwill;
(j) reputation;
(k) use; or
17.4.2 costs of wasted management or staff time; or
17.4.3 indirect or consequential loss or damage; or
17.4.4 loss or damage suffered by the Customer as a result of a claim brought by a third party.
17.5 The parties agree that each of the sub-clauses in clause 17.4 and each of the sub-paragraphs 17.4.1(a) to 17.4.1(k) in sub-clause 17.4.1 constitute separate terms and the introductory wording of clause 17.4 shall be applied to each of them separately. If there is any claim or finding that any such individual sub-clause or sub-paragraph is unenforceable for any reason, such unenforceability shall not affect any other provision within clause 17.4 or otherwise.
17.6 The term “however caused” when used or referred to in this clause 17 shall cover all causes and actions giving rise to liability of LightSpeed arising out of or in connection with this Agreement or the Services: (i) whether arising by reason of any misrepresentation (whether made prior to and/or in this Agreement), negligence, other tort, breach of statutory duty, repudiation, renunciation or other breach of contract, restitution or otherwise; (ii) whether arising under any indemnity; (iii) whether caused by any total or partial failure or delay in supply of the Services; and (iv) whether deliberate (but not in bad faith) or otherwise, however fundamental the result.
17.7 LightSpeed’s liability shall not be limited or excluded by any provision of this Agreement to the extent prohibited or limited by law and in particular nothing in this Agreement shall exclude or limit liability:
17.7.1 for death or personal injury caused by negligence to the extent prohibited by law;
17.7.2 for fraudulent misrepresentation or other fraud.
17.8 Except as expressly set out in this Agreement all warranties, conditions, terms and liabilities express or implied, statutory or otherwise, on the part of LightSpeed, in respect of compliance with descriptions, quality or fitness for purpose are excluded except to the extent such exclusion is prohibited or limited by law.
17.9 Any claim by the Customer against LightSpeed however caused shall be fully barred and unenforceable unless written notice of such claim (including reasonable details of the claim and the amount thereof) shall have been given to LightSpeed no later than six months after the date the Customer first became (or ought reasonably to have become) aware of the circumstances giving rise to the claim.
18. Intellectual Property Rights
Not with standing any other provision of this Agreement, all Intellectual Property Rights in or arising from the Services or any other services or other items provided by or on behalf of LightSpeed (including, without limit, the Equipment) (LightSpeed IPRs) belong to LightSpeed and/or its licensors exclusively and the Customer shall have no rights in relation to them other than the limited right to use them as is necessary for the term of this Agreement for the proper and usual use of the Services. If notwithstanding this, any LightSpeed IPRs are acquired by the Customer (including any new LightSpeed IPRs), the Customer hereby assigns all such LightSpeed IPRs to LightSpeed.
19. Force Majeure
LightSpeed shall not be liable for any delay in performance of, or failure to perform, its obligations under this Agreement if such delay or failure results from circumstances beyond its reasonable control, including but not limited to strikes, lockouts or other industrial action (whether involving the workforce of LightSpeed or of any other party), acts of God, war, riot, civil commotion, acts of terrorism, theft, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, failure or breakdown of plant, machinery, systems or vehicles, fire, flood, extreme weather conditions, power failure, failure of telecommunications networks or default of suppliers or sub-contractors (Force Majeure Event). If a Force Majeure Event continues for a period of 30 days or more, LightSpeed shall be entitled to terminate this Agreement on giving written notice to the Customer.
20. Confidentiality
20.1 Without prejudice to each party’s other rights and remedies, each party shall treat as confidential any Confidential Information of the other and shall not divulge such Confidential Information to a third party nor make any use of such Confidential Information (other than in performance of this Agreement) without the other’s written consent.
20.2 Nothing in this Agreement shall prevent a party from disclosing information:
20.2.1 to those of its officers and employees reasonably required to have the same in order for such party to perform its obligations under this Agreement provided that such party shall procure that such officers and employees comply with the provisions of this clause;
20.2.2 to its solicitors, accountants, surveyors, insurers and other professional advisors under an obligation of confidentiality; and
20.2.3 as is required to be disclosed by a party by an order of any court of competent jurisdiction or in connection with any proceedings of any such court or otherwise by force of law or regulation having the force of law or the rules of any regulatory authority.
20.3 The Customer permits LightSpeed to make reference to the Customer as a customer of LightSpeed in LightSpeed’s publicity materials.
21. Data Protection
The provisions of Schedule 1 shall apply to this Agreement.
22. Assignment and Sub-Contracting
22.1 LightSpeed shall be entitled to assign, novate, charge, sub-contract or declare a trust over all or any of its rights and obligations under this Agreement. The Customer shall enter into any documentation, including novation agreements, reasonably required by LightSpeed in order to effect any such transfers to third parties.
22.2 The Customer shall not without the prior written consent of LightSpeed assign, novate, charge, sub-contract or declare a trust over all or any of its rights and obligations under this Agreement.
23. Notices
23.1 Any notice given under this Agreement shall be in writing (but excluding fax transmission and electronic mail) and may be served by leaving it at, or by sending it by pre-paid first class post or recorded delivery to, the intended recipient’s address. The address of a party for service of notices is the address set out in this Agreement or such other address as a party may designate by notice given in accordance with this clause. A notice is deemed to be received when left at the recipient’s address or, if sent by pre-paid first class post or recorded delivery, forty-eight hours from the date of posting. If such deemed receipt is not within business hours (being between 9.00 am and 5.00 pm Monday to Friday on a day that is not a public holiday in the place of receipt), the notice is deemed to be received when business hours next commence.
23.2 Each party agrees that without preventing any other mode of service permitted by any rule of court, any document in any proceedings (including but not limited to any claim form or other originating process) may be served on any party by being delivered to or left for that party at its postal address for service of notices under clause 23.1 and each party undertakes to maintain such an address at all times in the United Kingdom and to notify the other party in advance of any change from time to time of the details of such address in accordance with the manner prescribed for service of notices under clause 23.1.
24. Contact Details
24.1 LightSpeed can be reached on 01775 830 830. Calls are free from landlines (excluding the Customer’s telephone provider’s access charge (if applicable). Customers can also email LightSpeed (a) by emailing [email protected]/contact; (b) through the Customer’s LightSpeed account or; (c) via the online contact form at www.lightspeed.co.uk/contact.
25. Complaints
26 If a Customer wishes to make a complaint based on the Services, it can do so via the following link: www.lightspeed.co.uk/complaints-code-of-practice.
27 General
27.1 Without prejudice to its other rights and remedies LightSpeed shall be entitled but not obliged at any time or times without notice to the Customer to set off any liability of the Customer to LightSpeed against any liability of LightSpeed to the Customer (in either case however arising) whether any such liability is present or future, liquidated or unliquidated.
27.2 This Agreement constitutes the entire agreement and understanding of the parties and supersedes any previous agreements or understandings between the parties with respect to the arrangements contemplated by this Agreement.
27.3 This Agreement is only between LightSpeed and the Customer. The Customer cannot transfer or try to transfer its rights or obligations under it to anyone else. LightSpeed can transfer the Agreement, and its rights and obligations under it.
27.4 From time to time LightSpeed may involve sub-contractors to provide the Services. If it does so it will remain responsible to the Customer for the Services. LightSpeed will not be responsible for any services the Customer receives where it has a contract with a third party, even if LightSpeed has recommended those services to the Customer.
27.5 LightSpeed may record calls (including marketing calls) to help it with training and to prevent identity fraud.
27.6 Each party acknowledges and agrees that:
27.6.1 in entering into this Agreement it does not rely on and shall have no remedy in respect of, any statement, representation, warranty (in each case whether negligently or innocently made) or understanding of any person (whether party to this Agreement or not) which is not expressly set out in this Agreement; and
27.6.2 the only remedy available to it for breach of any statement, representation, warranty or other term which is expressly set out in this Agreement shall be for breach of contract under the terms of this Agreement.
27.7 No provision of this Agreement shall be enforceable pursuant to the Contracts (Rights of Third Parties) Act 1999 by any person who is not a party to it, save that this Agreement may be enforced by any of LightSpeed’s Group Companies from time to time as if they were originally a party to this Agreement.
27.8 This Agreement may be executed in any number of counterparts, each of which when executed by one or more of the parties hereto shall constitute an original but all of which, when dated with the same date, shall constitute one and the same agreement.
27.9 No variation of this Agreement shall be effective unless and until it is made in writing and signed by each of the parties to this Agreement or on their behalf by duly authorised representatives. For the purposes of this clause, the expression “variation” includes any supplement, deletion or replacement however effected.
27.10 Any failure to exercise or delay by a party in exercising a right or remedy arising in connection with this Agreement or by law shall not constitute a waiver of such right or remedy or of any other rights or remedies.
27.11 Nothing in this Agreement shall be:
27.11.1 deemed to constitute a partnership, joint venture, representative or agency relationship between the parties to it; or
27.11.2 construed or have effect as constituting any relationship of employer and employee between the parties.
27.12 Neither party shall have the authority to bind or pledge the credit of, or oblige the other in any way without obtaining the other’s prior written consent.
28. Governing Law and Jurisdiction
This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).