U-MEE Customer Master Agreement
Schedule 1 – Rules and regulations
Schedule 2 – Service level agreement
Customer Master AgreementThis Customer Master Agreement governs the provision of all services by U-MEE to the Customer from time to time.
In this Agreement (as hereinafter defined) unless the context otherwise requires the following terms shall have the following meanings:
"Agreement" means this Customer Master Agreement, all terms and conditions contained and referred to herein including all Schedules and any Relevant Service Terms.
"Application Form" means any U-MEE application form in which the Customer applies for Services, provides contact details, and agrees to be bound by this Agreement which they have read, understood and agreed to in all respects.
"Charges" means all payment obligations from the Customer to U-MEE that are not Subscriptions or Usage Fees. These include but are not limited to setup fees, sale of hardware and software, and the provision of specific works or services by U-MEE to the Customer.
"Customer" means the person, persons, company or entity (including their respective permitted successors and assigns, employees, servants, representatives or agents) entering into this Agreement with U-MEE by signing the Application Form for the purpose of receiving a Service as defined below pursuant to this Agreement.
"Customer’s Equipment" means all equipment and software belonging to and being used by the Customer to connect directly or indirectly to the Network and receive the Service.
"Customer’s Premises" means the premises in which the Customer is to receive, operate and use any Service that require the installation of CPE at a fixed location.
"Customer Premises Equipment" or "CPE" means all equipment, cables and software installed in the Customer’s Premises and belonging to and being used by U-MEE to provide the Service.
"Network" means all equipment, cabling and software owned and operated by U-MEE from time to time, including Customer Premises Equipment, for the purpose of providing a Service to Customers.
"Relevant Service Terms" means any further additional terms and conditions specific to a particular Service and which the Customer agrees to be bound by on application or first use of the Service, the provision of which Service shall be subject to and governed by this Agreement.
"Rules and Regulations" means all and any additional rules and regulations provided by U-MEE from time to time governing the use of the Service. The current form of Rules and Regulations are set out in Schedule 1.
"Service" means any service or services provided by U-MEE to the Customer.
"Subscription" means, in respect of each Service, the fixed recurring payments to be made by the Customer to U-MEE for access to the Service.
"U-MEE" means U-Mee Networks Limited with registered office at Suite 23 Portland House, Glacis Road, Gibraltar.
"Usage Fees" means the variable periodic payments to be made by the Customer to U-MEE based on the usage of the Service including telephone calls.
"Username" means the verification identity(ies) issued to the Customer by U-MEE in conjunction with the Service for the purpose of Customer identity verification.
Any reference to any legislation shall be deemed to include any amendment, replacement, or re-enactment thereof or for the time being in force and to include any bye-laws, statutory instruments, rules, regulations, orders, notices, directions, consents or permissions made thereunder and any condition or conditions attaching thereto, including any European legislation implemented or applicable in Gibraltar.
2. COMMENCEMENT AND DURATION
2.1. This Agreement begins on the date that the Application Form is signed by the Customer and will continue until terminated in accordance with the provisions of this Agreement.
3. PROVISION OF SERVICES
3.1. U-MEE will provide the Customer with any Service that the Customer wishes to subscribe to and, on application or first use of a Service, the Customer agrees to be bound by this Agreement.
3.2. On receipt of a request from the Customer for a Service, unless stated otherwise in the Relevant Service Terms, U-MEE will provide the Customer with timescales (which may be estimated) for the provision of each Service and will use its best endeavours to deliver each Service within the timescale or as soon as possible thereafter.
3.3. U-MEE will notify the Customer once each Service is activated or, if the Customer’s participation is required for activation, the parties shall arrange a mutually convenient date for activation.
3.4. The Customer shall promptly cooperate and provide U-MEE with all necessary information that U-MEE may reasonably require from time to time to enable it to proceed uninterruptedly with the provision of the Service and performance of its obligations under this Agreement.
3.5. Where software is provided to enable the Customer to use a Service, U-MEE grants the Customer, for the duration of the Service, a non-exclusive, non-transferable licence to use the software for that purpose. Except as permitted by applicable law the Customer must not, without U-MEE’s prior consent, copy, de-compile or modify the software, nor copy the manuals or documentation, nor knowingly allow or permit any other person to do so or share the same with any person.
3.6. If U-MEE needs to install Customer Premises Equipment, the Customer will at all times in order to enable U-MEE to expeditiously and properly fulfil its obligations under this Agreement and at no charge to U-MEE:
(a) ensure, in accordance with U-MEE’s reasonable instructions if any, that the Customer Premises are ready and equipped to enable it to use the Service and further ensure that they are so maintained for the duration of the Service;
4.1. Any Customer’s Equipment must be:
(a) connected and used in accordance with any published instructions, safety and security procedures applicable to the use of that equipment;
(a) U-MEE will specify a connection point and protocol for the connection of any Customer’s Equipment to each CPE. The Customer will use this connection solely for accessing the Service and will use no other point or protocol on the CPE to connect to the Network unless instructed otherwise by U-MEE;
5. USE OF THE SERVICE
5.1. The Customer is not allowed to transfer or share the Service, either directly or indirectly, with any third party without U-MEE’s express consent. This does not include persons sharing a common household with the Customer or persons involved in the Customer’s business operations.
5.2. The Customer hereby warrants and undertakes not to use the Service:
(a) for the transmission or reception of any material which is defamatory, offensive or abusive or of an obscene or menacing character or in contravention of acceptable standards relating thereto;
5.4. U-MEE may from time to time:
(a) change the technical specifications of the Service, codes or numbers used by U-MEE in connection with the Service provided that any such change to technical specifications does not materially affect the performance of the Service;
5.6. Any use of the Service by any person other than the Customer in breach of this Agreement will be deemed to be a breach by the Customer of this Agreement and U-MEE will be entitled to exercise its rights in respect of such breach under this Agreement accordingly.
6. SUBSCRIPTIONS, USAGE FEES AND CHARGES
6.1. The Customer hereby warrants and undertakes to pay U-MEE the Subscriptions, Usage Fees and Charges in respect of the Service.
6.2. Subscriptions and Charges (unless otherwise stated) are payable in advance and are non-refundable
6.3. Usage Fees are payable in arrears.
6.4. The Subscriptions, Usage Fees and Charges are exclusive of any tax or any other charges levied in respect of any communications service or facilities unless stated otherwise.
6.5. Unless stated otherwise, U-MEE will invoice the Customer monthly for the Service. The first invoice for the Service will contain all Usage Fees and Charges already due and any partial Subscriptions for the provision of the Service for that calendar month calculated pro-rata from the date of activation. Thereafter the Customer will receive fully consolidated invoices in respect of the Service.
6.6. U-MEE reserves the right to request from the Customer a deposit prior to delivery or activation of any Service. Such deposit will be held by U-MEE and returned to the Customer in accordance with the Relevant Service Terms or Clause 7.6, whichever is the sooner. The Customer accepts and agrees that the value of the deposit shall not increase whilst being held by U-MEE.
6.7. The Subscriptions and/or Charges shall be payable by the Customer on the date specified on the invoice.
6.8. Payment of all amounts due under this Agreement shall be made in Pounds Sterling in full without any set-off, deductions or withholdings whatsoever.
6.9. U-MEE reserves the right to charge interest on any amounts due and owing at a rate determined by U-MEE from time to time, for the time being set at 4 percentage points above the Bank of England base rate, and due to be paid to U-MEE from the date the amount fell due up to and including the date of actual payment.
6.10. The Customer shall be liable for all Subscriptions and Charges in respect of the Service notwithstanding that the Customer has been unable to gain access to the Service for any period of time through no fault of U-MEE.
6.11. U-MEE may at its sole discretion alter the Subscriptions, Usage Fees and Charges at any time. U-MEE undertakes to provide at least 15 days advance notification of any such increases.
7. SUSPENSION AND TERMINATION
7.1. Unless stated otherwise in the Relevant Service Terms, either party may terminate a Service at the end of any calendar month by providing the other party with at least one month’s notice.
7.2. If the Customer is using a Service in breach of this Agreement U-MEE may, in its sole discretion and without liability and by giving prior notification if practicable, suspend that Service. U-MEE will reactivate the Service once the breach has been remedied and reserves the right to charge the Customer a reactivation fee. If the breach cannot be remedied or is not remedied within 21 calendar days from notice of suspension, U-MEE may terminate the Service without further notice. If the Customer is repeatedly in breach of this Agreement U-MEE may terminate and/or refuse to provide the Customer with the Service.
7.3. Without prejudice to the provisions of this Clause 7 and without prejudice to any other right or remedy available to U-MEE, U-MEE reserves the right to take additional legal action if the Service is suspended or terminated due to Clause 5.2(e).
7.4. Without prejudice to the provisions of this Clause 7, U-MEE shall be entitled to terminate this Agreement and any Service immediately upon the following events occurring:
(a) the Customer, being an incorporated company, shall have a receiver or liquidator appointed or shall pass a resolution for the winding-up of the Customer or any Court of competent jurisdiction shall make an order to that effect or, being a partnership, shall be dissolved or, being an individual, shall commit an act of bankruptcy or shall die or the Customer (whether an incorporated company or not) shall enter into any composition or arrangement with the Customer’s creditors;
7.6. In the event that the provision of the Service is terminated, the Customer shall:
(a) remain liable for any of the Subscriptions, Usage Fees and Charges (including any termination charges) in respect of the Service and in accordance with the Relevant Service Terms;
8.1. Any notice shall be deemed to be served on the Customer by U-MEE:
(a) on the second day after it is posted to the address specified in the Application Form;
8.3. Unless otherwise stated, all communications to U-MEE regarding this Agreement should be posted to U-MEE’s business address as published on their website and letterheads from time to time, or emailed to ‘firstname.lastname@example.org’ for billing related matters or ‘email@example.com’ for matters relating to this Agreement.
9. NO WARRANTY
9.1. The Customer understands and hereby agrees that use of the Service is done so at the Customer’s sole risk. U-MEE does not make any warranty, assurance or guarantee as to the results to be obtained from use of the Service.
9.2. U-MEE has no obligation duty or liability for breach of statutory duty or otherwise beyond that of a duty to exercise the reasonable skill and care of a competent telecommunications service provider in providing the Service and determining how best to provide the Service to the Customer.
10. NO ASSIGNMENT
10.1. This Agreement is personal to the Customer. The Customer may not transfer, assign, share, novate, sub-contract, deal or otherwise dispose of this Agreement or any Relevant Service Terms or part thereof or any Service provided by U-MEE to the Customer.
11.1. The Customer agrees to indemnify and keep U-MEE, its subsidiaries, affiliates, officers, partners, employees and agents indemnified (on a full indemnity basis), from and against all actions, demands, costs, losses, penalties, damages, liability, claims and expenses (including but not limited to legal fees) whatsoever incurred by it or them and arising from the Customer’s breach of this Agreement and negligent acts, omission or default.
12. LIMITATION OF LIABILITY
12.1. U-MEE shall be under no liability whatsoever to the Customer or to any other person or body (corporate or unincorporated) for any loss, damage, injury to any property or person caused in any manner whatsoever by any of the Services or by the performance by U-MEE of any of its obligations under this Agreement save that U-MEE’s aggregate liability under or in connection with this Agreement shall be limited to £10,000 and provided always that this clause shall not exclude or limit U-MEE’s liability for death caused wholly and directly by U-MEE’s negligence.
12.2. Further, and without prejudice to the generality of the foregoing, U-MEE shall not be liable to the Customer in contract, tort or otherwise for any loss of business contracts, anticipated savings or profits or for any direct, indirect or consequential expenses, costs, charges, fees, levies, loss or losses, incurred or suffered by reason of:
(a) any failure on the part of U-MEE (in whole or in part) to provide, or delay in providing, any of the Service howsoever arising;
12.4. U-MEE undertakes no liability whatsoever for the accuracy or inaccuracy of any information contained within any of the Services or in respect of any advertising material or content being used to promote or market the Service to the public at large.
12.5. When a Service enables access to the Internet, the Customer acknowledges and accepts that the Internet is separate from the Service and use of the Internet is solely at the Customer’s risk and subject to all applicable laws. U-MEE has no responsibility for any information, software, services or other materials obtained by the Customer using the Internet.
12.6. U-MEE shall not be held liable or responsible for the Customer’s inability to access or utilise the Service due to incompatibility, faults, poor quality or insufficient bandwidth in any communications network between the Customer’s Equipment and the Network.
12.7. The Customer confirms and acknowledges that it is aware of the security, corruption, transmission error and availability risks associated with using the Service and agrees, to the maximum extent permitted under applicable law, to assume such risks.
12.8. The provisions of this Clause 12 shall continue to apply notwithstanding the termination or expiry of this Agreement or any Service.
13. FORCE MAJEURE
13.1. Neither party shall be liable to the other under this Agreement, for any loss, damage or delay which may be suffered by the other party due to any cause beyond any party’s reasonable control including, in particular, any act of God, inclement weather, failure or shortage of power supplies or raw material or equipment, flood, draught, lightning or fire, national organised labour disputes (except labour disputes affecting the workforce of the party relying on this clause) the act or omission of any Government, highway authorities, other telecommunications operators or other competent authorities, war, riot, terrorism, directives issued by civil or military authorities, court orders, failures of or delays in deliveries effected by vendors or suppliers, or delays in shipment.
13.2. In the event of any failure or delay under the above clause:
(a) the party seeking to rely on that clause shall use reasonable endeavours to perform its relevant obligations as soon as possible; and
14. ENTIRE AGREEMENT
14.1. This Agreement, represent the entire understanding between the parties in relation to the subject-matter thereof and supersedes all other agreements and representations made by either party, whether oral or written.
15. RIGHT TO AMEND
15.1. U-MEE may at any time modify this Agreement, the Rules and Regulations or any Relevant Service Terms by notifying the Customer at least 14 days before any such modifications come into effect. U-MEE is entitled to make any immediate changes to the Service required by any change to the law or any applicable regulation for the time being in force. Continued use of the Service by the Customer will be deemed acceptance by the Customer of any such modifications for the time being in force.
16. NO WAIVER
16.1. No forbearance delay or indulgence by U-MEE in enforcing the provisions of this Agreement shall prejudice or restrict the rights of U-MEE nor shall any waiver of its rights operate as a waiver of any subsequent breach and no right, power or remedy herein conferred upon or reserved for U-MEE is exclusive of any right, power or remedy available to U-MEE and each right, power or remedy shall be cumulative.
17.1. The Customer shall keep in strict confidence any information (whether written or oral) of confidential nature (including software and manuals) obtained from U-MEE and will not disclose such confidential information to any person (other than the Customer’s employees or professional advisers, or in the case of a Company the employees of such Company who need to know of the confidential information).
17.2. U-MEE shall keep in strict confidence any information (whether written or oral) of confidential nature (including software and manuals) obtained from the Customer and will not disclose such confidential information to any person (other than U-MEE’s employees who need to know of the confidential information).
17.3. This Clause 17 will remain in effect after the termination of this Agreement.
18.1. The headings to the clauses of this Agreement are for ease of reference only and shall not affect the interpretation or construction hereof.
19. SURVIVAL OF TERMS
19.1. If any provision of this Agreement or any other document made in connection with this Agreement is determined by any court, tribunal or administrative body of a competent jurisdiction to be wholly or partly unenforceable for any reason, that unenforceability shall not affect the rest of this Agreement or that document, the unenforceable part being deemed severed and deleted and the remainder continuing in full force and effect.
20. APPLICABLE LAW
20.1. This Agreement shall be governed by and is subject to the Laws of Gibraltar and the parties irrevocably submit to the exclusive jurisdiction of the Supreme Court of Gibraltar.
Rules and RegulationsThese Rules and Regulations intend to ensure the functionality of the Network and the Internet services operated on this Network from both a functional and qualitative point of view and to urge the user to act responsibly when using the Internet, especially in order to avoid unreasonable injury to other users’ interests.
1. GENERAL GUIDELINES
1.1. Any use of the Network or of the Internet services operated on or via the Network, such as World Wide Web (WWW), email, or news, will be permissible solely within the framework of the applicable provisions specified by Gibraltar law and within the framework of the service offering contractually agreed upon with the Customer.
This means in particular that the Network must not be used for sending, receiving or distributing content that:
(a) constitutes offences such as sedition, forbidden right-wing or left-wing extremist propaganda, invasion of personal privacy including insult, libel and defamation or distribution of pornographic literature or
1.3. In addition to the above, the Network must not be misused for improper purposes. Such improper purposes ("misuse") include but are not limited to all kinds of use that impairs the integrity and performance of the Network or its parts to an extent exceeding what has been contractually agreed upon, and the use of the Network for distributing, loading or publishing data that could violate or impair a third party’s rights or constitute threat or insecurity to a third party.
1.4. It is not permissible to use the Network or the services available on or via this Network for obtaining data or information that is not intended for the user. This also includes the misuse of the Network for the purpose of copying, tapping or intercepting email messages or other information that is not intended for the user.
1.5. It is not permissible to use the Network for circumventing security mechanisms that protect computers or computer systems, networks or network access facilities, for gaining unauthorised access to computer systems ("hacking"), for performing activities in preparation for the unauthorised access to a computer system (e.g. port scans) or for impairing the performance of a computer, computer system or network to an extent that goes beyond the services commonly rendered (e.g. denial of service attacks).
1.6. It is not permissible to use the Network for distributing programs that serve the purpose of either causing damage to other users or computer systems (e.g. virus infection programs) or gaining unauthorised access to computer systems (e.g. Trojan horses).
2. LOG-IN PLATFORMS
2.1. The use of any log-in platform that provides access to the Network or Services is restricted to Customers having a contractually agreed access right.
2.2. The access data (including Usernames and passwords) that is given to the Customer for access to the Network or Service must be treated confidentially. Passwords protecting the access must be kept securely, checked and modified if unauthorised use by a third party is discovered.
3. WEB SERVERS
3.1. The server platforms operated on the Network may be used exclusively for providing content or programs or for operating applications, which, when published or operated, do not offend against existing Gibraltar law or cannot be misused as defined in section 1 above.
3.2. Content, programs or applications available on the servers must neither offend against existing Gibraltar law nor be useable for improper purposes. It is not admissible to use hyperlinks for downloading third-party content, programs or applications, which offend against existing Gibraltar law or can be misused as defined in section 1 above.
3.3. In the event that a server operated on the Network is used for offering content that is available to the general public, the user offering such content must ensure that the offered content cannot be used by any third party, in any form, for the publishing of or linking to content, programs or applications, which offend against existing Gibraltar law or can be misused as defined above.
3.4. The provisioning of adult content, which does not constitute a punishable act, is subject to U-MEE’s express prior consent. However, the user providing such content must ensure that any such adult content that is likely to or may impair the physical, mental or moral development of minors cannot be accessed by minors.
3.5. If the content that is provided by the user through the Network represents a commercial offer the user shall comply with any legal requirements relating to such commercial activities.
3.6. Notwithstanding any of the provisions in these Rules and Regulations, U-MEE shall not be responsible for any content on any servers, and the user shall indemnify U-MEE against any claim or demand (including reasonable legal fees) made by any third party due to or arising out of such content or any other violation of these Rules and Regulations.
4. EMAIL AND NEWS SERVICES
4.1. It is not permissible to distribute email messages to persons not wishing to receive such messages, especially in the event that the distribution of such electronic mail is done for the purpose of confronting a single person or numerous persons with unwanted commercial advertising, political statements or announcements or any kind. The user must refrain from sending such and similar messages to news groups; this applies in particular to the distribution of such email to multiple news groups (cross-posting). It is also not permissible to send multiple email messages for the purpose of impairing or paralysing the recipient’s email or news service (e.g. mail bombing).
4.2. It is not permissible to modify or falsify the information that is contained in the header of an email message or news article.
4.3. Every user operating an email service on the Network must ensure that their service cannot be used by any third party for the purpose of sending anonymous email messages or distributing messages (relaying) that might offend against the guidelines specified herein.
Service Level AgreementThese Rules and Regulations intend to ensure the functionality of the Network and the Internet services operated on this Network from both a functional and qualitative point of view and to urge the user to act responsibly when using the Internet, especially in order to avoid unreasonable injury to other users’ interests.
1.1. The Service shall be available 24 hours per day, 7 days per week except for scheduled maintenance.
2. SCHEDULED AND EMERGENCY MAINTENANCE
2.1. U-MEE will provide the Customer with as much notice as possible of any scheduled or emergency maintenance which may lead to service disruption.
3. CONTACT POINTS
3.1. The Customer will report Service problems as set out below:
During Normal Working Hours:
3.3. All communications will be made in English.
4. PROBLEM REPORTING AND RESOLUTION
4.1. U-MEE is responsible for detecting and remedying faults in the Service. U-MEE will endeavour to keep the Customer updated and repair any faults reported by the Customer or its agents as soon as possible. Any faults reported after Normal Working Hours may not be investigated until Normal Working Hours recommence.