Sky Broadband Terms & Conditions

Sky Business Subscription Terms and Conditions (on or after 14 February 2023) If your subscription began on or after 14 February 2023 Terms & Conditions of your Subscription Agreement IMPORTANT INFORMATION REGARDING THE TERMS AND CONDITIONS OF YOUR SUBSCRIPTION AGREEMENT Last updated: 14 February 2023

Please take a few minutes to read the Terms and Conditions of this Agreement (including the Acceptable Use Policy and Package Schedules) together with the information Sky has provided in your Welcome Pack (including your Contract Information, Contract Summary and Welcome Confirmation Email) as together these documents form your Subscription Agreement.

Your Subscription Agreement shall be effective from the date that Sky confirmed in writing (either electronically by e-mail or by post per your instruction to Sky) your order was accepted or the date that you or a third party uses the Service at your Premises (or where Sky supplies Equipment to you, when you accept delivery of the same) whichever is earlier. To the extent that there is any conflict between the terms of the Contract Summary, any relevant Package Schedule(s) and these Terms and Conditions, you and Sky agree to the following order of precedence: (i) Contract Summary; (ii) Contract Information; (iii) Package Schedules (if any); and (iv) Terms and Conditions.

Sky Business, Sky, we or us means Sky Business (formerly t/a Sky Connect or Sky Communications), a division of Sky UK Limited which is registered in England (Company Number 02906991) at Grant Way, Isleworth, Middlesex TW7 5QD. We are responsible for providing the Service and the Equipment but may from time to time provide all or part of the Service and the Equipment to you using our Affiliates (including Sky Subscribers Services Limited) and/or third parties so any reference to Sky should be construed accordingly. If you have any questions about the Service, you can:

• email us at service.b2b@sky.uk;
• write to us at Sky Business, 4th Floor, Central Square, 29 Wellington Street, Leeds LS1 4DL; or
• call us on 03301 731 241 (call charges may apply if you call from a non-Sky line. Check your provider’s tariff guide);

The Customer Service Team are available 24 hours a day Monday to Sunday.

Sky is committed to providing its customers with the best possible products and services. We operate a fixed Compensation Policy for business customers in circumstances where there has been a delay with activating the service, loss of service or missed appointment. Please review our Compensation Policy for business customers on our Website for full details about our compensation criteria and how to claim. If you feel that the service you have received falls below the standard you would reasonably expect from Sky and you wish to make a complaint, you should follow our complaints procedure as set out in the Sky Business Customer Complaints Code of Practice on our Website or alternatively we can provide a copy on request.

STANDARD TERMS AND CONDITIONS

1. DEFINITIONS

In this Agreement the following expressions have the following meanings:

4G Backup: means a back-up solution which Sky provides via a cellular connection over a third party mobile network to keep your business connected to the internet in the event that a fault causes a loss of service to your broadband connection;

4G Backup Dongle: means a dongle (which is not a Router) supplied to you by or on behalf of Sky to enable access the 4G Backup Service;

4G Backup Equipment: means the 4G Backup Equipment provided by Sky to the Customer (such as the 4G Backup Dongle or 4G Backup Router);

Acceptable Use Policy: means the Acceptable Use Policy on our Website as updated from time to time;

Add-on(s) or Additional Feature(s): means any feature or service (such as but not limited to the Static IP Service, Speed Flex, International Calls Package and SecurityEdge Service (unless otherwise confirmed)) that Sky may make available for use in connection with the Service that is not supplied as part of the standard subscription for the Package but which may be added to your subscription and charged for by way of an additional monthly fee or on a per use basis per the terms stated in your Contract Summary;

Affiliate: in respect of any party their subsidiary and holding companies (as defined in Sections 1159 and 1162 of the Companies Act 2006) and any other subsidiaries of such holding companies; Agreement and Subscription Agreement: means these Terms and Conditions (including the Acceptable Use Policy and Package Schedules) together with the Contract Information, Contract Summary, Welcome Confirmation Email and other information Sky has provided in your Welcome Pack;

Cancellation Charges: means the applicable charges stated in the Contract Summary, relevant Package Schedule and Tariff Guide (including missed engineer appointment, non-return of Equipment, Equipment recovery and de-installation, damaged Equipment and Early Termination Charges) or, if no such charges are stated therein, the reasonable costs Sky incurs as a result of having to cancel the provision of the Service and/or supply of Equipment (including charges that are payable to third party sub-contractors or suppliers that support Sky in providing the Service or Equipment to you);

Compatible Router: means a Router issued by Sky that Sky supplies to support a particular Service feature or Add-On;

Complex Installation: a non-standard installation of a full fibre Service to a new premise requiring a site survey or other investigations;

Contract Information: the document provided by Sky before your order was placed (or, documents, where the parties have agreed to amend the terms in writing) which provide an overview of the Package (and if applicable, any Add-ons), information about Sky and key terms you will be bound by when you authorise Sky to provision its broadband and voice service at your Premises; Contract Summary: the document provided by Sky before your order was placed (or documents, where the parties have agreed to amend the terms in writing (“Contract Summary Amendment” or “Confirmation of Changes”) which sets out the details of the Package (and if applicable, any Add-ons) and the key terms you will be bound by when you authorised Sky to provision its broadband and voice service at your Premises;

Compensation Policy: means the Compensation Policy on our Website as updated from time to time;

Customer or You: the registered company, sole trader, unincorporated association, charity, group or other business entity set out in the Contract Summary or in the case of a sole trader means an individual of not less than 18 years of age and authorised to make decisions in relation to the business’ broadband and phone service (if the person placing the order is not the owner); Customer Owned Equipment: means Equipment that is not Loaned Equipment sold by Sky to the Customer under the Subscription Agreement;

Early Termination Charges: the charge(s) that may be payable by the Customer if this Subscription Agreement ends during the Minimum Term (including due to a breach by either the Customer or a User), as more particularly described in the Contract Summary, Package Schedule, Tariff Guide and this Agreement;

Equipment: the Router, analogue telephone adapter (“Voice Hub”), 4G Backup Dongle and any other equipment supplied to you by or on behalf of Sky under this Agreement, as more particularly described in the Contract Summary;

Force Majeure Event: means an event that is outside of the relevant party’s reasonable control including but not limited to: a pandemic, epidemic, lightning, flooding, exceptionally severe weather, fire, explosion, severe computer virus, war, terrorism, civil disorder, industrial disputes, acts of third parties not affiliated to the relevant party, acts of local or central Government or other competent authority (including the regulator) which prevent the relevant from performing its obligations (including any legislation requiring licensing of the presently unregulated spectrum used by elements of the Services);

Guest Wifi: means the Public Network which Sky may offer as a Service Feature, as described in the Contract Summary or Package Schedule (where applicable);

International Calls Package: means the international calls package available as an Add-on, as more particularly described in the Contract Summary (where applicable);

Installation Services: the installation, transfer or activation of the Line and Equipment (where applicable) and any other installation services necessary for, or requested by, you to access the Service at your Premises (including in-life maintenance or support) whether standard or otherwise; Line: the broadband access line to your Premises through which Sky provides the Service; Loaned Equipment: has the meaning given to it in Clause 3.1;

Minimum Term: the period stated in the Contract Summary which shall not be less than 12 months from the date the Services are Switched On;

Named Contact(s): means any person or persons that you notify to Sky, from time to time, is nominated as a named contact and granted permissions to manage the features related to the Service;

Network: the network which Sky uses to provide the Service, which, depending upon the type of Service you’ve requested Sky provide to your Premises, may involve a cellular connection over a mobile network belonging to one of Sky’s partners;

Order: means the Order for the Service which you made when you authorised Sky to provision new fibre and voice line(s) at your Premises or switch your existing line(s) and phone number(s) from your current service provider to Sky’s Network;

Package: means Sky’s broadband and voice service and the features relating to the same which form part of your subscription (as more particularly described in the Contract Summary and Package Schedule); Package Schedule or Schedule: any relevant schedule of additional terms and conditions applicable to the specific Package or Add-on ordered by the Customer (as described in the Contract Summary) as set out in the Package Schedules on our Website and updated from time to time;

Permitted Change: means a change which is exclusively to the benefit of the Customer, is of a purely administrative nature and has no negative effect on the Customer or is directly imposed by law.

Public Network: means a network separate to the private network which Sky may offer to enable Customers to offer wireless interest access to visitors to their Premises via a Compatible Router;

Premises: the premises which you’ve requested Sky to provide the Service to, and which you use wholly or mainly for the purposes of your business or trade, the details of which are confirmed in the Welcome Confirmation Email;

Privacy Notice: means the Sky Business Privacy Notice the set out on our Website as updated from time to time;

Router: any router supplied by or on behalf of Sky to each Premises under the Agreement (as more particularly described in the Contract Summary) to support the provision of the Service (including the Sky Broadband Hub, Sky Connect Hub and 4G Backup Router, if applicable);

SecurityEdge Service: means the configurable network level cyber security solution, either provided as a Service Feature or as an optional Add On, as described in the Contract Summary or Package Schedule (where applicable);

Service: the business broadband internet access and voice service that enables Sky to provide the Package and any Add-on(s) to you;

Service Features: means any standard features included as part of the standard subscription for the Package;

Sky Business, Sky, we or us: means Sky Business, a division of Sky UK Limited which is registered in England (Company Number 02906991) at Grant Way, Isleworth, Middlesex TW7 5QD;

Sky Business Customer Complaints Policy: means the Complaints Policy on our Website as updated from time to time;

Sky Engineer: means a suitably trained professional that is employed by Sky (or a third party acting on Sky’s behalf, where applicable) to carry out the installation and otherwise maintain the Service;

Sky Hub: means the either the Sky Broadband Hub or Sky Connect Hub provided to you by Sky and as detailed in your Contract Summary;

Static IP Service: means a single static IP address allocated to you to enable you to Business a critical business service or application to Sky’s Network;

Subscription Payments: the monthly recurring fees for your Service described in the Contract Summary (together with any VAT payable thereon) as may be varied from time to time in accordance with this Agreement;

Switched On and Switch On: the point in time at which your line is transferred to Sky’s Network and verified by Sky as being active at the Premises (whether remotely or by a Sky Engineer attending the Premises, if necessary);

Tariff Guide: means the guide describing any Usage Fees, Cancellation Charges, Early Termination Charges and other fees and charges as set out in the Tariff Guide on our Website as updated from time to time;

Usage Fees: the types of fees or charges described in the Contract Summary and Tariff Guide which may be incurred by you during your use of the Service, which Sky is permitted to charge as may be varied from time to time in accordance with this Agreement;

User: any person at the Premises that you authorise to use the Service or otherwise make the Service available to in connection with your business or trade;

Warranty: the warranty supplied with your Equipment (and any repair or replacement of the same) as more particularly described in clause 3.10;

Website: means the website at businesssky.com, skyconnect.uk or businessconnect.sky.com including all related links, subpages and tabs capable of being accessed via the Website and any forms or features made available for users.

Welcome Pack: the documents (including your Contract Information, Contract Summary and Welcome Confirmation Email) that Sky sent to you (either electronically by e-mail or in writing) to confirm the Service you have requested and provide an overview of the key terms; and

Welcome Confirmation Email: the email (or, at your request, letter) which Sky provided in your Welcome Pack confirming that Sky has accepted your Order together with the date on which the Service will be installed and/or activated (as applicable); and

Working Day: the period from 9.00 am to 5.00 pm on any day, other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.

1. SERVICE AVAIILABILITY AND QUALITY

2.1 To receive this Service you must be located in an area where Sky is able to connect your Premises to its Network via a fibre connection. You acknowledge that if a physical or technical issue prevents the service being installed or activated or you have not obtained all necessary consents needed in order for Sky to provide the Service then Sky shall not be obliged to provide the Service to you.

2.2 You acknowledge that Sky provided an estimate at the point of sale of the normally available download and upload speeds that Sky expects your line will receive together with an estimate of the actual download speed your line should receive. This information will be confirmed to you in your Contract Summary but if you have any queries or require further information about the speeds you may receive please contact us.

2.3 You acknowledge that the actual speed of the Service you receive may vary, and could be lower, due to factors including:

• a) the quality of your internal cabling or equipment you use;
• b) network capacity and usage (especially during peak times); or
• c) if you access the service via a wireless connection; and you accept that Sky does not guarantee that the Service will be free from delays or jitter in the transmission of data or packet loss.

2.4 Notwithstanding clause 2.3, you may have the right to exit this Subscription Agreement if a fault causes the download speed delivered to your Sky Hub to fall below the actual download speed estimate we confirmed to you in the Contract Summary and Sky is not able to resolve the speed fault or provide an alternative solution within 30 days of you reporting the fault to us. For the avoidance of doubt, the actual download speed estimate and guarantee does not apply to your 4G Backup service (even if you have a full fibre Service and the Speed Flex Add-On).

2.5 You acknowledge that the voice Service is provided over the internet using voice over internet protocol (“VOIP”) technology and that in the event of a power failure or network outage, even if your Package includes the provision by Sky of 4G Backup, your voice service will not be available and you will not be able to make or receive calls, including calls to emergency services organisations, via this Service. You will need to ensure that you make all Users of the Service aware that in such circumstances they should use their mobile phones (or other suitable alternative such as a secondary line at the Premises if this is available) and give details of their location to the relevant organization.

2.6 Sky reserves the right to prevent international long-distance fraud and reduce risks to its customers which may involve taking steps including blocking call access to certain countries so that calls may only be made by making operator-assisted calls. You acknowledge that this may attract an additional fee. For detailed information on the calls that you are permitted to make when using this Service we recommend that you read the Tariff Guide.

2.7 Sky agrees to use all reasonable care and skill to ensure the quality of the Service. Sky can’t guarantee a fault free performance and from time to time faults in the Service may occur or recur. Sky does not warrant that the Service will be suitable for specific uses or customer applications or that the operation of the Service will be uninterrupted or error-free or will support or be compatible with any applications or other services which you use in conjunction with them.

2.8 We strongly recommend that you do not connect any form of care alarm or security alarm to this Service as these services may require a connection to a traditional phone line. You acknowledge that if you do connect any alarm or other critical business service or device to the Service you shall be fully responsible for ensuring that the same is compatible and will continue to work if there is a power or network outage. If you connect a critical service or device to the Static IP Service you acknowledge that if there is a fault with your broadband line that service or device will not be able to connect to the internet until the fault has been resolved even if your Package includes Sky’s 4G Backup Service.

2.9 If you experience a fault or issue with the speed of the Line (including loss of Service) please contact us immediately and we will investigate this and aim to resolve the fault or issue by the end of the next Working Day, subject always to the terms of this Subscription Agreement. You acknowledge that Sky will not be responsible for any fault or wear and tear on any part of the Line which is beyond the primary socket onwards inside the Premises unless such fault or damage has been caused by Sky. For any other faults that you notify us of (e.g. in relation to a Router, Voice Hub or other Equipment) Sky will try to resolve the same as soon as reasonably possible.

2.10 Sky operates a fixed compensation policy for issues related to loss of Service. If you suffer a total loss of Service, you may be entitled to compensation under our Compensation Policy. Please refer to our Compensation Policy for business customers for full details about the compensation criteria and how to claim.

2.11 If you feel that the service you have received falls below the standard you would reasonably expect from Sky and you wish to make a complaint you should follow our complaints procedure. For more information on this please refer to the Sky Business Customer Complaints Policy.

1. EQUIPMENT AND SOFTWARE

3.1 Sky will select the make and model of the Equipment and confirm the type of Equipment it will supply to you for the provision of the Service in the Contract Summary and/or Contract Information. You acknowledge that (unless otherwise specified) the Equipment is supplied to you on a rental basis and title to the property shall at all times belong to Sky (“Loaned Equipment”). The title to Customer Owned Equipment will pass to the Customer following the later of: (a) delivery (in accordance with Clause 3.2 below); and (b) payment in full for the relevant Equipment.

3.2 You agree that responsibility for any Equipment sent to your Premises by post (such as the Broadband Hub, Sky Connect Hub or 4G Backup Dongle) will pass to you on acceptance, which is deemed to have occurred upon delivery. If your Package includes 4G Backup Router, then responsibility for the Equipment Sky supplies to support 4G Backup will pass to you once the Sky Engineer has completed installation. Unless we have informed you that your Equipment is Customer Owned Equipment, you agree to return the Loaned Equipment to Sky in the condition that it was supplied to you when this Agreement ends (howsoever caused) or when Sky reasonably requested you do so. If you do not do so in the manner requested within 30 days of the end of this Agreement or a return request, Sky reserves the right to collect the Loaned Equipment and to charge you the reasonable costs that Sky incurs for doing so.

3.3 You agree to keep the Loaned Equipment fully insured for loss or damage caused whilst the Equipment is supplied to you and acknowledge that if you do not return the Loaned Equipment pursuant to the terms of this Agreement or the Loaned Equipment is damaged or lost, Sky may charge you the replacement cost in accordance with the Tariff Guide.

3.4 You agree to use the Equipment solely for the purpose of receiving the Service in accordance with this Subscription Agreement and must not deconstruct, disassemble, modify, move, re-configure or in any way interfere with any Equipment (including any hardware settings and software which are pre-loaded on to the Equipment or any SIM supplied to receive 4G Backup) or do or allow anything to be done at the Premises that may damage the Equipment or prevent easy access to it by us or recovery of it.

3.5 You agree to provide us with information that we reasonably request about any equipment or devices which you Business to the Service or the Equipment during the term of this Agreement and to ensure that the same is only connected, installed and used by you for business use and is otherwise in good working order and conforms at all times to all applicable laws and regulations.

3.6 You acknowledge that Sky Engineers shall have no obligation to assess the suitability of this Service for any equipment or devices that you ask a Sky Engineer to connect to it and that Sky shall have no liability to you if the same are incompatible (including for the avoidance of any doubt customer equipment described in clause 2.8 of this Agreement) or do not otherwise perform or support your business in the way that you expect. Further to the extent that a Sky Engineer may give you advice in respect of the same when attending your Premises to install the Equipment, you acknowledge that Sky shall not have any liability to you for your reliance on this as it is your responsibility to ensure the Service meets your business requirements.

3.7 Sky uses reasonable endeavours to help provide protection for your business by including a firewall at network level accessed via the Router and restricting access to sites that are known to be suspicious or associated with malicious activity. Sky does not guarantee these measures will detect all viruses or keep your devices free from the same so we strongly recommend that you take appropriate steps to protect your business from cybercrime by ensuring all devices that you connect to the network are: (a) free from viruses; (b) protected at all times by appropriate and up to date antivirus software; and (c) are operated only by persons in your business that you trust.

3.8 If your Package includes a Voice Hub, Sky will provide one (1) RJ11 with your self-installation kit and may provide additional RJ11s during the installation. If, following installation (if applicable), you require additional RJ11s, you may contact our Customer Services Team.

3.9 The software in the Equipment and any other software we provide to you as part of the Service is owned by or licensed to Sky and your use of the same will be subject always to the terms of any end user licence agreements which we have brought to your attention. During the term, you will allow any software provided to you as part of the Service to be updated from time to time.

3.10 The Equipment and associated cabling are supplied with a warranty against manufacturer faults arising in the first 12 months after delivery (“Warranty”) except that the following shall not be covered:

• a) faults arising from misuse, accidental or deliberate damage to or modification of your Equipment;
• b) damage arising from use of equipment that is not supplied by or on behalf of Sky for use with your Equipment;
• c) extension cables and network equipment;
• d) cosmetic damage which does not affect the functionality of your Equipment;
• e) computer equipment, software and cables that are not supplied to you by us or on our behalf and damage caused by events outside the reasonable control of Sky or any other member of the Sky group, or its equipment suppliers.

3.11 If you experience a fault in relation to your Equipment you should report it to us and we will take steps to investigate it and repair or replace it (as appropriate) as soon as we are reasonably able to. If the fault has arisen due to circumstances not covered by the Warranty, Sky may charge you for the cost of sending a Sky Engineer out to investigate the issue as well as the cost of repairing or replacing the Equipment.

3.12 Any replacement equipment supplied under the Warranty will be new or ‘as new’ in the case of previously used equipment that has been refurbished by the manufacturer or its authorised agent. Sky will warrant any repair or replacement until the later of the end of the original 12-month warranty period or 3 months from the date repairs were carried out or a replacement was supplied.

3.13 For the avoidance of any doubt, except where this Agreement expressly states otherwise, to the fullest extent permitted by law, all warranties, guarantees, assurances, conditions, undertakings and other terms in respect of the Equipment and any software supplied to you by Sky, whether express or implied, are excluded.

1. INSTALLATION SERVICES AND MAINTENANCE

4.1 We will confirm the date that your Services will be activated and (if applicable) Equipment will be engineer installed in your Welcome Confirmation Email (or otherwise in writing). We will also confirm whether any of the Equipment requires installation by you. Where Sky has confirmed it will supply any Equipment to you, Sky will typically send this and the associated cabling to your Premises by post, together with instructions and guidance on how to install it and you agree that you will be responsible for installing the same on the activation date stated in your Welcome Confirmation Email.

4.2 If you require (or have requested an engineer installation), it is your responsibility to ensure that you are available at the Premises on the date of installation and have installed all necessary equipment prior to the Sky Engineer’s arrival. If you need to request for either the installation or activation date to be changed you must contact Sky by 3.30pm the Working Day before your installation or activation date otherwise you may be charged Cancellation Charges. If Sky should need to change these dates for any reason Sky will use reasonable endeavours to notify you by 3.30pm the Working Day before so that the parties can arrange a suitable alternative date.

4.3 Unless otherwise agreed, all Installation Services will be carried out by Sky Engineer(s) between 9am and 5pm, Monday to Friday (excluding public and bank holidays). If Sky fails to attend a scheduled appointment or activate the Service on the date Sky confirmed to you, Sky will contact you to arrange an alternative date as soon as possible. You may be able to claim compensation for the delay in accordance with our Compensation Policy by contacting our Customer Service Team.

If we’ve agreed to transfer your telephone number(s) to this Service and do not do so within one Working Day after the date we informed you the transfer will take place (or any revised date we may reasonably inform you of), in addition to any other rights you may have, you may claim compensation for the delay in accordance with our Compensation Policy by contacting our Customer Service Team.

4.5 You acknowledge that you are responsible for ensuring that all necessary consents have been obtained before we carry out any Installation Services and that Sky shall not be obliged to install the Service until these have been obtained. If you do not bring to Sky’s attention the fact that consents have not been properly obtained and Sky proceeds to carry out Installation Services you shall be responsible for all costs and losses Sky incurs in doing so (including but not limited to the cost of having to attend your Premises to remove the Equipment and transfer or terminate the Line to your Premises).

4.6 Sky will notify you (at the point of sale and later in writing) of the charges payable by you for a standard installation or activation of the Service at the Premises. Further information on these charges is also available in our Tariff Guide. A standard installation or activation assumes that, unless we agree otherwise, such charge has been paid by you and that:

• a) where a new line is required at the Premises, no excessive construction, groundworks, cabling, bracketry or other equipment is required to provide the service to you;
• b) where you have agreed to switch to Sky’s Network, the Premises has an existing line that is working and capable of being taken over by Sky and/or transferred; and
• c) you will procure that the obligations in clause 4.10 are undertaken and that a Sky Engineer will not need to spend more than 60 minutes at the Premises in order to complete the installation.

4.7 You acknowledge that as at the point of sale Sky has not carried out a site survey to determine whether a standard installation is possible. Sky will confirm in writing if we determine that a standard installation is not possible or that further investigation is required. If:

• a) a Sky Engineer attends the Premises and deems that a standard installation is not possible Sky may need to take additional steps (e.g. a site survey) and incur further costs to provide the Service to you and will notify you of this and only proceed to carry out the Installation Services with your agreement; or
• b) if you have ordered a full fibre Service, Sky will notify you if our point of sale or other pre-installation checks indicate that a full fibre Complex Installation or installation of an optical network terminal (“ONT”) are required and will only proceed to carry out the Installation Services with your agreement.

If you do not agree to the additional charges or actions that are required to be taken by you or Sky, you may cancel the Service without charge, subject to the terms of this Subscription Agreement.

4.8 You acknowledge that you are responsible for ensuring that the Equipment remains connected as per the instructions manual and/or the instructions given by the Sky Engineer and that Sky shall not have any liability to you if the Service is not activated due to your action (or inaction). You are responsible for backing up any data stored on any computers or devices that may be connected to the Network as Sky will not be liable for any data lost when carrying out Installation Services.

4.9 Sky will use all reasonable care and skill to ensure the quality of the Service; however we cannot guarantee a fault free performance as from time to time faults in the Service may occur or recur. Sky does not warrant that the Service will:

• a) be suitable for specific types of business use;
• b) support or be compatible with any applications or services which you use in conjunction with them; or
• c) operate without interruption or free from errors;

4.10 In respect of the Installation Services and any other maintenance or repair work that Sky may need to undertake at the Premises during the term of this Subscription Agreement, you agree to:

• a) allow us to access to your property at the Premises during the times we reasonable specify;
• b) follow any reasonable instructions that we may give to you or the Users e.g. suitable preparation of the Premises;
• c) provide a suitable and safe working environment for us to carrying out such work;
• d) get any necessary permissions to enable us to carry out such work e.g. permission to cross land or put Equipment on property owned by someone else;
• e) provide a suitable place and conditions for the Equipment including connection points required; and
• f) provide access to electricity, as reasonably required by us or our agent, to connect or repair your Equipment.

4.11 You acknowledge that you will be responsible for the reasonable costs or losses that Sky incurs in the following circumstances:

• a) you have failed to comply with any of your obligations stated in clause 4.10 above;
• b) you cancel, or request an alternative date for the Installation Services or a maintenance or repair appointment less than 24 hours before the date that Sky has notified to you;
• c) if a Sky Engineer attends your Premises and determines that the fault was caused by your failure to adhere to this Agreement including the Acceptable Use Policy or any reasonable instructions given to you; or
• d) the fault with your Equipment is reported outside of the Warranty and/or needs to be replaced due your negligence or wilful default.

1. ORDERING AND USING THE SERVICE

5.1 Unless we agree otherwise in accordance with clause 5.3 (below), the person that ordered the Service and authorised Sky to provision the Service at your Premises will be registered as the account holder for this Service.

5.2 Sky strongly recommends that an owner of the business places the order for the Service (and if applicable, subsequent orders for any Add-on or additional lines) because Sky agrees to provide the Service subject to the Customer agreeing to perform the obligations stated in this Subscription Agreement (and failure to perform these obligations by the persons acting on the Customer’s behalf may cause the Customer to incur liabilities to Sky).

5.3 In circumstances where the person placing the order for the Service or any additional lines is not an owner of the business, you confirm, in your capacity as business owner, that you have delegated authority to make decisions and give Sky instructions in relation to your business broadband and phone service (including but not limited to, agreeing (where applicable) to switch the existing line and phone number provided by the current provider to Sky’s Network or order an Add-on) to such delegate. Notwithstanding the foregoing, you acknowledge and agree that you will remain the account holder.

5.4 The account holder will be responsible for all activity on the Customer account (including any charges incurred for ordering an Add-on), accessing any content services (including via any Public Network) or making calls via the Service that is undertaken either by you, the Users or anyone else that the Customer is permitted to provide access and use of the Service to. You agree to ensure that such persons comply with the terms of this Subscription Agreement (including Sky’s Acceptable Use Policy for this Service) and acknowledge that spend management provisions do not apply to this Service so you are responsible for managing usage of the Service and ensuring it does not exceed your expectations. If you have any questions or concerns about this please speak to a member of our Customer Service Team.

5.5 The account holder will also be responsible for the security and proper use of the Customer’s account (including all features related to the Service such as voicemail, any online account made available to the Customer from time to time and (if applicable) setting and safeguarding the username and password required for any Service Features (such as for setting up a Public Network). You agree not to nominate as a Named Contact, grant any additional account permissions to a Named Contact or disclose the details of the account, any Service Features or Public Network usernames and passwords to anyone that is not authorised to access, view or deal with them. If these account Service Features or any Public Network details become compromised or you suspect or become aware of any other breach of security, you must tell us immediately (and if possible, change them as soon as possible).

5.6 You undertake and agree:

• a) to use the Service strictly for business use only;
• b) not to resell or sublicense the Service;
• c) not to permit any member of the public to connect any device to the Equipment (whether via a wired or wireless connection) for the purpose of receiving internet access other than to access any Public Network provided as part of your Package by Sky , and such undertaking shall extend to any subsequent orders you may make for any Add-ons; and
• d) if you have 4G Backup:
• to only use 4G Backup in the event of a complete broadband outage which causes the Service to failover to the 4G Backup Equipment;
• to keep the 4G Backup Equipment on the Premises at all times;
• to keep the 4G Backup connected to the Service at all times (which in the case of the 4G Backup Dongle means it must be connected to the Router provided by Sky at all times); and
• in accordance with 5.6(a) above, to only use the 4G Backup Equipment for business purposes in connection with receipt of the Service.

5.7 Without prejudice to any other right Sky may have under this Agreement (including the right to suspend or terminate the provision of the Service), you hereby indemnify us for any losses, costs and expenses we incur as a result of the misuse of the Service or the Equipment by you, the Users or anyone else you have allowed to use the Service or Equipment (including if such use arises from you not taking the steps reasonably necessary to prevent unauthorised use of the Service or Equipment).

5.8 You will not and will procure that Users will not use any logos or trademarks of Sky, the Sky group or any of Sky’s licensors, Affiliates, business partners, data processors, service providers or agents without our express consent and approval. You acknowledge that all such intellectual property rights are and shall remain vested in and controlled by Sky, the Sky group, Sky’s licensors, Affiliates, partners or agents.

5.9 You warrant and represent that:

• a) you have the full right, power and authority to enter into this Agreement (on the business’ behalf where the Customer is a registered company or other legal entity) and to perform your obligations hereunder;
• b) the execution and performance of this Agreement by you does not and will not violate any agreement to which you are a party;
• c) the Premises is/are being used by you wholly or mainly for the purposes of your business or trade;
• d) the Premises is/are carrying out and shall throughout the term of this Agreement carry out the business activity which was being carried out when you entered into this Agreement;
• e) you shall give written notice to Sky within 14 days of any change of business use or activity at the Premises coming into effect so we can review whether this Agreement remains appropriate; and
• f) you shall have in place throughout the term of this Agreement, all licences, rights and consents required from time to time to receive the Service at your Premises.

5.10 Your Package may include the provision of optional features which are capable of being switched on or off to enable you to set-up the Service according to your business’ needs. You acknowledge that:

• a) Sky reserves the right to add or remove these features from your Package subject always to clause 7 of this Subscription Agreement;
• b) if this Service ends or you decide to transfer the Service to another Network you will lose access to these features; and
• c) if you upgrade to an alternative Package, the optional features provided as part of your existing Package may not be available or may need to be re-configured.

We recommend that you review our help pages and online account on our Website to understand the default settings Sky will apply to your Service upon activation and speak to a member of our Customer Service Team if you need to change the default settings or you have any questions.

5.11 Sky has blocked access to premium rate numbers by default. You can remove the block via your online account or by contacting our Customer Services Team.

5.12 You can monitor your call usage via online via your predicted online bill or by contacting our Customer Services Team. You acknowledge that your predicted online bill is an estimate only and is generated in arrears. Recent calls may be delayed from appearing on your bill. In accordance with Clause 5.4, you are responsible for monitoring your call usage.

5.13 During the Term, Sky may make certain Add-Ons available for purchase by the Customer. The Customer will be advised of the key Add-On terms, which may include but not be limited to:

• a) Eligibility criteria;
• b) Monthly fees (including applicable proration);
• c) Minimum term;
• d) Activation information; and
• e) Removal fees;

at point of sale, in the relevant Package Schedule and/or in writing.

5.14 If you purchase an Add-On, you agree that Sky may contact you in relation to your usage (including by sending automated notifications).

1. FEES AND SUBSCRIPTION PAYMENTS

6.1 You may be required to pay an upfront payment for any applicable Installation Services which will be confirmed prior to you placing an order for the Service and the amount you have paid will be confirmed in your Welcome Confirmation Email (if applicable). If you have elected to receive the Service in accordance with a discount or offer made available by Sky at the time of placing your order, the terms of that discount or offer will be confirmed in your Contract Summary and will take precedence over these terms in the event of any conflict.

6.2 Unless we agree otherwise, we will collect the Subscription Payments (together with any fees or charges for Add-ons that you have added to your Package, if applicable) automatically from your account monthly in advance on the payment date we confirmed in your Welcome Confirmation Email. All payments made by you must be made in full by the date on which they are due without set off. Your payment date is fixed and cannot be changed during the term of this Agreement without Sky’s prior consent. Billing for your first Subscription Payment may not commence until three days after your line activation date and accordingly, the amount of the Subscription Payment due in the first month may vary from the monthly amount stated in your Contract Summary.

6.3 We will bill you monthly in arrears for any applicable Usage Fees commencing from the line activation date (notwithstanding that billing for your first Subscription Payment may not commence until three days after that date if you have the 4G Backup Router). We will use reasonable endeavours to ensure Usage Fees are added to the next bill you receive after you incur them but sometimes they may appear on a later bill. For details of the call rates and access charges that apply when you use the Service (including how these are calculated i.e. on a per-call basis or a measured basis), please see the applicable tariff for your package.

6.4 Unless we agree otherwise, you must pay for the Service by direct debit or continuous credit card instruction (MasterCard or Visa only) and all prices quoted for the Service assume you will be paying your bill by such means. If Sky cannot charge or collect the fees due by via direct debit or continuous credit card instruction for any reason then, without prejudice to any other rights Sky may have under this Agreement, Sky may discontinue acceptance of payment via these methods and require you to pay by an alternative method.

6.5 Subject to clause 7.2 and provided that Sky has given you advance written notice and that you not dispute the relevant amount in good faith, you agree that Sky may alter your payment instruction if your Subscription Payments change for any reason, including where you have incurred Usage Fees (in which case Sky may increase your payment instruction for the following month to recover the amount you owe Sky). Subject to the terms of this clause 6.5, Sky may also charge any other payment due by you under this Agreement under your payment instruction.

6.6 If any amount is overdue for payment under this Agreement, Sky may, at its election and without prejudice to its other rights and remedies under this Agreement:

• a) charge a late payment fee or failed Direct Debit fee in accordance with the Tariff Guide;
• b) charge a reasonable fee to help pay for the extra cost in processing late payments or interest at an annual rate of 8% above HSBC’s base rate from time to time from the date the sum was due until the date of actual payment (or otherwise in line with the rates set out under the Late Payment of Commercial Debts (Interest) Act 1998, as amended);
• c) Sky may also seek compensation for the cost of recovering such debt (including fees charged by any debt collection company we use) in line with the guidelines as set out under the Late Payment of Commercial Debts (Interest) Act 1998 as amended. We will send you a reminder or call you before instructing a debt collection company. Sky may also charge you a reasonable fee that reflects the costs we incur if any payment instruction from you is returned to us because you do not have enough funds in your account or is not cleared by your bank; and/or
• d) suspend the supply of the Service until any overdue amounts have been paid. Suspension will not affect Sky’s right to terminate this Agreement in the event you commit a material breach by repeatedly failing to pay sums that are due.

6.7 Unless stated otherwise, all sums are quoted exclusive of VAT and you will be required to pay all applicable VAT thereon (including on any Cancellation Charges, Early Termination Charges or other payments which may be viewed as compensation or damages and for which Sky is required to charge VAT).

6.8 Sky may refuse your application for subscription based upon the results of an assessment of your credit standing (including (without limitation) by using credit scoring) and previous history of, or reasonable suspicion of a previous history of, fraud or debt. Sky may also assess your credit standing from time to time during the term of this Agreement. Sky shall apply reasonable practices for administering your account based on the results of that scoring, including applying different payment terms to your account. Sky may use information from, and supply information to, outside agencies for this.

6.9 Acceptance by Sky of any payment shall not be deemed to be a waiver of Sky’s rights, notwithstanding such phrases as “complete and final payment” or “payment in full” or any similar phrase accompanying your payment.

6.10 You acknowledge that any credits we may agree to pay you in connection with this Agreement may be applied against any amounts you owe Sky for the provision of this Service.

1. CHANGES TO THE PRICE, CONTRACT OR SERVICES

7.1 Subject always to clauses 7.2 and 7.3 below, and provided that Sky notifies the Customer in writing in advance, Sky can change the price(s) you have agreed to pay for the Service or its pricing structure generally at any time (including during your Minimum Term).

7.2 Subject to clause 7.7 below, if we increase the Subscription Payments or any other fees or charges (including in respect of any Add-ons or usage related items) for any reason other than those events described in clause 7.3 below, we will give you at least one month’s notice in writing (by letter, email or other durable medium). If such increase takes effect during your Minimum Term you shall have the right to end this Agreement on the date that the price increase takes effect without paying an Early Termination Charge.

7.3 Sky will use reasonable endeavours to notify you in advance if it is required to increase the Subscription Payments or any fees or charges (including in respect of any Add-ons or usage related items) during the Term to comply with a change in law (including a change to VAT requirements) or a request or requirement from a regulatory authority. You acknowledge that such Permitted Change shall not allow the Customer to terminate this Agreement without paying an Early Termination Charge if it takes effect during the Minimum Term.

7.4 We may change any term or condition of this Agreement or make changes to the Service during the Term immediately to comply with our legal and regulatory obligations and will use reasonable endeavours to provide as much notice as reasonably possible. You acknowledge that such Permitted Change shall not allow the Customer to terminate this Agreement without paying an Early Termination Charge unless it would be impossible for the Customer to continue performing your obligations and/or to receive the Service after the date the change takes effect.

7.5 For all other changes (other than Permitted Changes) that Sky proposes to make to any term or condition of this Agreement or to the Service during the Term Sky will notify you in writing (by email, letter or other durable medium) at least one month before any changes to this Agreement come into effect and if such change is not exclusively to your benefit , you may end this Agreement from the date such change takes effect (or such other date agreed between the parties), even if you are within your Minimum Term and you will not have to pay any Early Termination Charge.

7.6 If we withdraw your Package for any reason and replace it with an alternative package and such withdrawal is not a Permitted Change we will notify you in writing (by letter, email or other durable medium) of this (together with any additional terms that may apply in respect of the new package) at least one month prior to date the change takes effect. If such withdrawal is not exclusively to your benefit then provided that you notify us prior to the date the Package is withdrawn you may terminate the agreement without having to pay an Early Termination Charge.

7.7 If we change an Add-On under this Clause 7, any right to terminate the agreement without having to pay an Early Termination Charge shall apply to the Add-On only.

7.8 For the avoidance of any doubt where Sky proposes to make a change pursuant to this clause 7 and the Customer has the right to terminate the Agreement without paying an Early Termination Charge prior to the date the change takes effect, if the Customer fails to provide Sky with notice (either in writing (by letter or email) or by calling the Customer Service Team) confirming its intention to terminate the Agreement, notwithstanding that the change may later be viewed by the Customer as not exclusively to their benefit, the Customer shall be considered to have accepted the change and agreed to be bound by the new terms that apply.

1. TERM AND TERMINATION

8.1 The term of your Subscription Agreement shall be effective from the date that Sky confirmed in writing (either electronically by e-mail or by letter, per Sky’s agreement with you) your order was accepted or the date that you use the Service at your Premises (or in a case where Sky is supplying Equipment, when you accept delivery of the same), whichever is earlier.

8.2 Any Add-on you add to your subscription will be subject always to any key terms stated in your Contract Summary and the terms of this Subscription Agreement. You will typically be required to take Add-ons for a specific minimum term after which the feature or service will continue until you request for the Add-ons to be removed from your subscription or this Agreement ends. If you do not allow Sky to provide the Add-ons for the agreed period then you may incur Early Termination Charges.

8.3 You acknowledge that when you receive a service on Sky’s Network you will only receive your broadband and telephony service from Sky during that time. If you choose to end this Agreement or switch your Line to an alternative service provider both the business broadband internet access and voice service that you receive from Sky will cease together with any Add-ons that Sky has agreed to provide to you pursuant to this Agreement.

8.4 If prior to the Switch On Date you change your mind about switching your Line and phone number to Sky’s Network you shall have the right to cancel the switching process without charge provided that you notify us before the cancellation date that we confirmed to you in your Welcome Confirmation Email (or such other date that we may agree in writing).

8.5 If you elect to cancel after the cancellation date that we confirmed to you in your Welcome Confirmation Email (or such other date that we may agree in writing) but prior to the Switch On Date, without prejudice or limitation to any other remedies available to Sky in that circumstance, Sky may require you to pay Cancellation Charges.

8.6 In either of the circumstances described in clauses 8.4 and 8.5 above or 8.8 below, you must return to Sky (in the condition that it was supplied to you) any Equipment that we have provided to you in readiness for the provision of this Service and will be charged for any failure to do so (including, where applicable, the cost Sky may incur in arranging for a Sky Engineer to attend your Premises to collect the Equipment).

8.7 Once your Service is Switched On if you fail to subscribe to your chosen Package for the duration of the Minimum Term (including if you give valid notice to switch to another broadband provider under Ofcom’s regulated switching process) unless:

• a) you are allowed to end this Agreement pursuant to clauses 7 or 8.8 of this Agreement; or
• b) you have chosen to terminate this Subscription Agreement by giving fourteen (14) days’ notice in writing because Sky has committed a material breach of this Agreement;

you will be in breach of this Agreement and may be required to pay Early Termination Charges.

8.8 Once your Service is Switched On, you may elect to cancel the Service for any reason within 30 days of your Switched On Date without paying any Early Termination Charges, provided you contact our Customer Services Team to request a cancellation within such 30-day period. You will be refunded or credited the relevant Subscription Payment actually paid by you (excluding any installation fees, postage and packaging fees and any fees paid for Add-Ons). For the avoidance of doubt, you will still be required to pay any Usage Fees incurred and/or charges for non-return of Equipment, damaged Equipment or Equipment recovery and de-installation charges.

8.9 You acknowledge that Sky’s right to charge you Early Termination Charges under the circumstances described in clause 8.7 shall be without prejudice or limitation to any other remedies available to Sky in respect of any breach of this Agreement by you.

8.10 Sky reserves the right to terminate the Service during the Minimum Term:

• a) immediately upon the provision of notice in writing if Sky reasonably and properly believes termination is necessary to comply with its legal and regulatory obligations or any relevant licence, right or consent which Sky relies on in order to provide the Service is withdrawn and cannot reasonably be re-procured;
• b) upon providing less than thirty (30) days’ notice if Sky reasonably and properly believes that continuing to provide the Service would become economically unviable; and in each case Sky’s liability to the Customer is limited solely to providing a reasonable level of assistance to support the Customer in transferring the Service to another Network.

8.11 After the Minimum Term this Agreement shall continue until it is ended by either party providing not less than thirty (30) days’ notice to the other in writing. Ending this Agreement will not affect any of your or our rights or obligations which have accrued up to termination, including your obligation to pay any sums which remain payable to Sky.

8.12 If during the Minimum Term (or after it) you want to end your subscription to the Service by switching to an alternative service provider:

• a) who can provide services on your existing Line, your subscription to the Service at such Premises will end when we get confirmation that your Line and phone number has been migrated or if we do not get confirmation of this from the gaining provider, when you notify us otherwise;
• b) who cannot provide services on your existing Line, you must give us at least 30 days’ notice and your subscription to the Service will end once this notice period expires, and if you are within your Minimum Term, Sky reserves the right to charge you Early Termination Charges as described in clause 8.7 above. You shall also be required to return to Sky (at your cost) any Equipment that we have provided to enable you to receive the Service pursuant to the terms of this Agreement.

8.13 Termination of this Agreement for whatever reason shall not affect the rights or remedies of either party in respect of any antecedent breach of this Agreement. Termination will not affect, suspend or release the parties from their rights, liabilities and obligations which are expressly or impliedly to survive termination and upon termination of this Agreement for any reason, all monies owed to Sky shall be paid on demand.

1. WHEN WE CAN CONTROL, RESTRICT, SUSPEND OR END YOUR SERVICE

9.1 We may (i) take immediate action to control, restrict or suspend (as appropriate) the Service in whole or in part; and/or (ii) end this Agreement by giving you at least 7 days’ notice in writing at any time (including during the Minimum Term) if:

• a) you have missed any payments that you owe to us for any of the Sky services you subscribe to (including the Service);
• b) you, any of the Users or anyone you authorise to deal with your account acts in a way towards our staff or agents which we reasonably consider to be inappropriate; or
• c) we reasonably believe that you or your Users have breached the terms and conditions of this Agreement. For serious breaches we may exercise the right to end this Agreement immediately without notice;
• d) you or any Users do anything (or allow anything to be done) which we reasonably believe may damage the operation or jeopardise the security of the Service or Sky’s Network;
• e) you or any Users do anything (or allow anything to be done) that breaches Sky’s Acceptable Use Policy or has a detrimental effect on other customers’ quality of service (e.g. sending “spam” messages);
• f) you have provided unauthorised payment or other details or we have reasonable grounds to suspect fraud, attempted fraud or any other unauthorised activity in relation to the Service or any other Sky services; and
• g) you are or become ineligible to receive the Service.

9.2 We may end this Agreement and your Service immediately upon written notice where you are unable to pay your debts as they become due under this Agreement, go or we reasonably believe you may go into receivership or liquidation (other than for the purposes of solvent amalgamation or reconstruction) or become or we reasonably believe you will become bankrupt or insolvent or make any composition with your creditors.

9.3 If we control, restrict or end your Service under clauses 9.1 or 9.2, you may be required to reimburse us our costs and expenses reasonably incurred in controlling, restricting/ending your services and/or recommencing them. We will not refund any payments you have made under this Agreement where Sky terminates the Service on account of you breaching any of the conditions of this Agreement.

9.4 We may take immediate action to control, restrict or end (as appropriate) the provision of the Service at any or all of the Premises at any time (including during your Minimum Term):

• a) without notice if we are required to by law or to comply with:
• (i) an order, instruction or request of any government body, emergency service organisation or other competent authority; or
• (ii) the reasonable instructions of one of our suppliers for reasons of health, safety or quality of the Services.
• b) by letting you know as soon as reasonably possible if our ability to continue to provide the Services is materially and adversely affected because:
• (i) any of our supplier(s) cease to provide services to us; or
• (ii) any authorisation or licence required by us expires, is revoked or modified.

9.5 Occasionally we may have to temporarily suspend and/or modify the Service at any time to carry out maintenance, technical repair, enhancement or emergency work to the Network. If we do need to do this, we will try to: give you as much notice (in a form Sky reasonably considers appropriate (e.g. email, SMS, notice on the Website or the Customer’s My Account portal)) as we reasonably can in the circumstances (but you acknowledge there may be times when this may not be possible e.g. in the event emergency work needs to be carried out); carry out maintenance work at times when the network usage is expected to be low (usually between the hours of midnight and 6:00am); and to restore the services as quickly as we reasonably can. You acknowledge that, unless Sky has expressly agreed otherwise, Sky shall have no liability to you for the period of such suspension.

1. FORCE MAJEURE

10.1 The parties acknowledge that no party shall be deemed to be in breach of any of its obligations under this Agreement if it is prevented from carrying them out due to a Force Majeure Event provided always that:

• a) as soon as reasonably practicable after the start of the Force Majeure Event, the party prevented from performing its obligations notifies the other in writing of the Force Majeure Event;
• b) during the period of the intervening Force Majeure Event, the party prevented from performing its obligations will to the extent that it is reasonably able to co-operate with the other party to minimise any adverse consequences the party not subject to the Force Majeure Event might suffer as a result; and
• c) as soon as the Force Majeure Event ceases, unless the parties have agreed otherwise, the party prevented from performing its obligations will to the extent it is reasonably able to promptly fulfil the obligations that have been impacted.

10.2 For the avoidance of any doubt the Customer agrees that its obligation to pay Sky all relevant sums due under the terms of this Agreement shall not be suspended if a Force Majeure Event prevents the Customer from operating the Premises in accordance with its usual course of business (which shall include but is not limited to: reducing the capacity of persons permitted to enter the Premises; requiring its employees to work from home; and/or taking any other steps to comply with lockdown, forced closure or social distancing regulations).

1. LIABILITY

11.1 Subject always to clause 11.2, neither Sky nor any company who acts as our agent will be liable under this Agreement for:

• a) any defect in any equipment used by you or any Users in conjunction with the Equipment to access the Service;
• b) any unauthorised use of the Service or Equipment;
• c) your or your Users’ negligence or failure to follow Sky reasonable instructions;
• d) whether direct or indirect, any loss or corruption of information or data, or any loss of business, contracts, profits, anticipated savings, reputation or revenue resulting from breach of contract, negligence or any other tort on the part of Sky or any of its officers, employees, sub- contractors or agents;
• e) controlling, restricting or ending your Service in accordance with the terms of this Agreement;
• f) any delay or failure by us to provide any element of the Service caused by a Force Majeure Event;
• g) any fault with the Equipment, cabling or network equipment caused by tampering or negligence (unless caused by us) or by a failure to follow our reasonable instructions;
• h) any loss or damage caused by the Services, your use of the Services, the Equipment, us or any of our respective officers, employees or agents in circumstances where:
• (i) there is no breach of a contractual obligation or legal duty of care owed to you by us or any of our respective officers, employees or agents;
• (ii) such loss or damage was not contemplated by both you and us, at the time we entered into this Agreement;
• i) any loss or damage caused by the Service, us or any of our respective officers, employees, sub- contractors or agents to the extent that such loss or damage results from any breach by you or any of the Users of this Agreement or the Acceptable Use Policy, unless we or our respective officers, employees, sub-contractors or agents were also in breach of a legal obligation or duty of care owed by us or them and that breach was the most significant cause of the loss or damage;
• j) any failure of monitored safety, security or other alarm systems due to incompatibility with the Service, or due to the control, restriction or ending of the Service in accordance with this Agreement or any other reason which is not due to our fault or neglect;
• k) any content which is accessed, sent or received using the Service, nor for any charges incurred with any third party or for any transactions entered into using the Service, unless caused by us;
• l) any loss or damage caused by the use of any modem, router or any other equipment that we have not supplied to you;
• m) use of the Equipment to access any other internet service;
• n) any loss or damage caused by viruses or unauthorised use of, or attempts to access, the services or your computer; or
• o) any other special, consequential or indirect losses.

11.2 This clause 11 shall not affect any liability we may have to you for fraud or death or personal injury as a result of our negligence or that of our agents, employees or sub-contractors, or fraudulent misrepresentation, or any other matter for which it would be illegal or unlawful for us to exclude or attempt to exclude our liability.

11.3 Subject always to clauses 11.1, 11.2, 11.4 and 11.11, the total aggregate liability of either party to the other whether based on an action or claim in contract, tort (including negligence), breach of statutory duty or otherwise arising out of, or in relation to, this Agreement in respect of events occurring during the term of this Agreement, will be limited to an amount equal to the greater of:

• a) one hundred thousand pounds (£100,000); or
• b) the fees payable by the Customer in respect of each successive period of twelve (12) months during the term of this Agreement which have been: paid, invoiced but unpaid, and accrued but not invoiced.

11.4 Notwithstanding clause 11.3 above, the parties agree that Sky and its Affiliate’s total aggregate liability to the Customer in respect of loss or damage to tangible property caused solely and directly by Sky’s negligence shall not exceed one hundred thousand pounds (£100,000).

11.5 Sky may at any time, without notice to you, set off any liability that you may have to Sky (or any Sky group company), whether under this Agreement or otherwise, against any liability that Sky may have to you. This applies whether any such liability is present or future, liquidated or unliquidated and irrespective of the currency of denomination. If the liabilities to be set off are expressed in different currencies, Sky may convert either liability at a market rate of exchange for the purpose of set off. Any exercise by Sky of its rights under this clause shall be without prejudice to any other rights or remedies available to Sky under this Agreement or otherwise.

11.6 All previous written or oral representations expressed or implied are hereby excluded. Where any Affiliate of Sky acts as agent under this Agreement, Sky shall be solely liable to the Customer subject to the terms of this clause 11.

11.7 You agree to indemnify and hold Sky, its officers, directors and employees harmless from and against all claims, damages, liabilities, costs and expenses arising out of breach of any representation, warranty, agreement or undertaking made by you under this Agreement.

11.8 Any compensation payments made by Sky to the Customer in accordance with the Compensation Policy or otherwise in connection with this Agreement shall be the sole and exclusive remedy for any breach or failure by Sky to which they relate and may be applied against any amounts you owe Sky for the provision of this Service unless such failure amounts to a material breach of Sky’s obligations, in which event Sky may subtract such compensation payments made from the overall amount payable under clause 11.3 (above).

11.9 Compensation payments shall not be payable if:

• a) Sky has suspended or ended the agreement in accordance with clause 8 of this Agreement;
• b) the fault is due to any circumstances beyond our control, including a Force Majeure Event;
• c) Customer’s act or omission has caused the fault or prevented Sky from resolving a fault; and
• d) any Service downtime is caused by emergency maintenance or planned outages.

11.10 Sky recommends that you obtain and maintain adequate business continuity (and/or any other relevant) insurance that is appropriate to the nature of your business during the term of this Agreement.

11.11 Your obligations to pay any Cancellation Charges, Early Termination Charges, Subscription Payments, Usage Fees or any other charges in respect of the Service are in addition to and will not be counted towards the limitations of liability set out in clause 11.3 above.

1. DATA PROTECTION

12.1 Where a party receives personal data from the other party in the course of this Agreement, that party shall: (i) comply with applicable data protection law (including, but not limited to, the General Data Protection Regulation EU 2016/679, applicable laws pertaining to ePrivacy, and, in each case, any national implementing legislation) in its processing of such data, and (ii) only process such personal data for the purposes of the Agreement, to comply with applicable law, or, where permitted by applicable data protection law, to provide the other party with information about its products and services.

12.2 For more information about how Sky may use your personal data please refer to the Privacy Notice.

12.3 Prior to placing an order for the Service we will ask you whether you would like to exclude the business’ telephone number(s) from the directory that is available to the public. By including the business number(s) in the directory you enable members of the public that know the business name and address to look up your telephone number(s). You can change your mind at any time so if you would like to review your decision or update it then please email us at service.b2b@sky.uk or speak to a member of our customer service team by calling 03301 731 241.

1. GENERAL LEGAL TERMS

13.1 We can assign or transfer at any time:

• a) certain rights under this Agreement to any company, firm or person (for example, the right to receive payment from you); and/or
• b) our rights and obligations under this Agreement to any company, firm or person, provided that the terms of this Agreement remain substantially similar (other than in respect of who is providing the Service).

13.2 Your consent is not required for any assignment or transfer of our rights and/or obligations by us under clause 13.1. The assignment or transfer will only be effective once we have given you at least one month’s notice in writing (by letter or email) that the new company, firm or person will be taking these over from us.

13.3 You may not assign or transfer your rights or obligations under this Agreement to anyone else.

13.4 Any notice to be given under this Agreement must be in writing unless this Agreement expressly states otherwise. A notice to:

• a) the Customer may be sent by post, email, or (where appropriate (e.g. notices related to maintenance, outages, or a Permitted Change) SMS, publishing on the Website or publishing in the Customer’s My Account portal;
• b) Sky must be sent by pre-paid post to: Sky Business, 4th Floor, Central Square, 29 Wellington Street, Leeds LS1 4DL and with a copy of the same addressed for the attention of the General Counsel at, Sky UK Ltd Grant Way, Isleworth, Middlesex, TW7 5QD (or such other address(es) as Sky shall notify you) if the notice relates to a dispute or legal proceedings.

13.5 All notices sent by post shall be deemed (unless the contrary is proved) to have been received two (2) days after posting or otherwise on the following day where sent by email. Any notice sent by Sky may be sent alone or with other material.

13.6 The parties to this Agreement do not intend that any term of this Agreement shall be enforceable by a third party (as defined in the Contracts (Rights of Third Parties) Act 1999).

13.7 This Agreement shall not constitute or imply any partnership, joint venture, agency, fiduciary relationship or other relationship between the parties other than the contractual relationship expressly provided for in this Agreement and neither party has, nor may it represent that it has, any authority to act or make any commitments on the other party’s behalf.

13.8 If either party fails to exercise a right they may have under this Agreement, it does not mean that right is waived. To the extent that there is any conflict between the terms of the Contract Summary and these Terms and Conditions, the terms detailed in the Contract Summary shall take precedence.

13.9 If any provision of this Agreement is found to be invalid or unenforceable, the remaining terms and conditions will, so far as possible, continue to apply. If part of the invalid or unenforceable provision would be capable of giving effect to the commercial intention of the parties if the relevant part were deleted or modified, the parties agree to treat such provision as effective with such deletion or modification (as appropriate).

13.10 This Agreement is governed by English law. Any disputes can be dealt with by any UK court that can lawfully deal with the case though in respect of minor disputes the Customer agrees to first raise a complaint to Sky and follow Sky Business Customer Complaints Code of Practice described in this Agreement to try and resolve the dispute in the first instance.