Subscription Terms & Conditions (before 24 Mar 2021)
If your subscription began before 24 March 2021
Sky Communications Subscription Terms and Conditions
The information which Sky has provided in your Welcome Pack (including your Welcome Confirmation Letter and the Contract Summary) together with these Terms & Conditions (including the Acceptable Use Policy herein) form the Subscription Agreement for the Service you ordered from Sky Communications and confirms the terms upon which Sky agrees to provide the Service to your business.
IMPORTANT INFORMATION REGARDING THE TERMS AND CONDITIONS OF YOUR SUBSCRIPTION AGREEMENT
Please take a few minutes to read the terms and conditions of this Agreement together with the information Sky has provided in your Welcome Pack (including your Welcome Confirmation Letter and the Contract Summary) as together these documents from your Subscription Agreement and confirm the terms upon which Sky agrees to provide the Service you ordered when you authorised Sky to provision it is Business Fibre and Voice Service at your Premises.
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 and these Terms and Conditions, you and Sky agree that the terms detailed in the Contract Summary shall take precedence.
Where we refer to ‘Sky’, 'we' or 'us' in these conditions, this means Sky Communications, a division of Sky UK Ltd 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 firstname.lastname@example.org;
- write to us at Sky Communications, 4th Floor, Central Square, 29 Wellington Street, Leeds LS1 4DL EH54 7XG; or
- call us on 03337 597 590;
The Customer Service Team (including Sky’s engineers) are available Monday to Friday (excluding Bank and Public Holidays) between 9am to 5pm.
SKY COMMUNICATIONS’ CUSTOMER COMPLAINTS POLICY
Sky is committed to providing its customers with the best possible products and services. We do not operate a fixed compensation policy for business customers in circumstances where we have been unable to resolve a loss of service issue in the timescales we have indicated in this Agreement or if we have failed to attend a scheduled appointment or activate the service on the date we have confirmed to you in your Welcome Confirmation Letter (or subsequent correspondence should that date change).
If we’ve agreed to transfer your telephone number to this service and do not so within one business day after the date we informed you the transfer will take place (or any revised date we may inform you of), in addition to any other rights you may have, you may claim compensation for the delay by contacting our Customer Service Team. For each day that the transfer of your number is delayed, Sky will use the Service Fee to calculate a daily charge for the service and credit such amount against your next monthly bill.
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 Communications Customer Complaints Code of Practice or alternatively we can provide a copy on request. We review each complaint on a case by case basis and hope we will be able to resolve your complaint quickly and to your satisfaction.
If you are not fully satisfied with our response, please let us know and we will escalate your complaint within Sky for further review. If you are a small business customer (having no more than ten (10) individuals working for you) and you believe your complaint has not been resolved satisfactorily resolved within eight weeks, or you have received a letter from us saying that your complaint has reached “deadlock”, you have the right to refer your complaint to the Centre for Effective Dispute Resolution (“CISAS”).
CISAS is an independent alternative dispute resolution scheme which is free to use. CISAS will review your complaint and if it decides that your complaint is justified, Sky will act on CISAS’ decision to put things right for you. Further information about CISAS and how you can contact them is available at www.cedr.com/cisas.
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 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;
Acceptable Use Policy: means the Acceptable Use Policy set out at the end of these terms and conditions and published (and updated from time to time) on b2b.sky.com;
Additional Feature(s): means any feature or service 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) together with the Contract Summary, Welcome Confirmation Letter and other information Sky has provided in your Welcome Pack;
Cancellation Charges: means the applicable charges stated in the Contract Summary 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);
Contract Summary: the document (or documents, where the parties have amended the terms by way of a Contract Agreement) which sets out the details of the Package (and if applicable, any Additional Features) you ordered and the key terms you agreed to be bound by when you authorised Sky to provision its Business Fibre and Voice Service at your Premises;
Customer or You: the registered company or 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);Data Protection Legislation means applicable law relating to the processing, privacy and use of personal data including the GDPR and any national implementing laws, regulations and secondary legislation, as amended or updated from time to time, in the UK and any successor legislation to GDPR or the Data Protection Act 2018 in the UK;
Early Termination Charges: the charge payable by the Customer if this Subscription Agreement ends during the Minimum Term due to a breach by either the Customer or a User, as more particularly described in the Contract Summary and this Agreement;
Equipment: the Router 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 place a constraint on the relevant party’s ability to perform its obligations (including any legislation requiring licensing of the presently unregulated spectrum used by elements of the Services);
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;
Line Rental: where applicable, means the charge described in the Contract Summary that is payable to Sky for the rental of the Line to your Premises;
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;
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 a new fibre and voice line at your Premises or switch your existing line and phone number from your current service provider to Sky’s Network;
Package: means Sky’s Business Fibre and Voice service and the features relating to the same which form part of your subscription (as more particularly described in the Contract Summary); Premises: the premises which you’ve requested Sky to provide the Service to, the details of which are confirmed in the Welcome Confirmation Letter;
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 4G Backup, if applicable);
Service: the business broadband internet access and voice service that enables Sky to provide the Package to you;
“Sky” ‘Sky’, 'we' or 'us': means Sky Communications, a division of Sky UK Limited which is registered in England (Company Number 02906991) at Grant Way, Isleworth, Middlesex TW7 5QD;
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 maintain the Service;
Static IP Service: means a single static IP address to enable you to connect a critical business service or application to Sky’s Network;
Subscription Payments: the monthly recurring fees described in the Contract Summary including the Service Fee and Rental Fee (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);
Third-Party Processors means Sky’s third-party processors for which the types and categories of supplier or partners that Sky used to provide the Service to you are described at b2b.sky.com;
Usage Fees: the types of fees or charges stated in the Contract Summary and 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;
Warranty: the warranty supplied with your Equipment (and any repair or replacement of the same) as more particularly described in clause 3;
Welcome Pack: the documents that Sky sent to you (either electronically by e-mail or in writing) to confirm that your order for the Service had been accepted; and
Welcome Confirmation Letter: the 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).
2. SERVICE AVAILABILITY 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:
(i) the quality of your internal cabling or equipment you use; (ii) network capacity and usage (especially during peak times); or (iii) 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 router 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.
2.5. If your Package includes the provision by Sky of 4G Backup you acknowledge that in the event your broadband connection fails Sky will continue to keep your business connected to the internet via a cellular connection over a mobile network but that Sky cannot give any speed guarantee in respect of this connection because the speed you receive can vary according to a number of factors including:
(i) the signal strength that is available in your location; (ii) the characteristics or structure of your Premises and the location of the 4G Backup router; (iii) the number of devices you connect to the 4G Backup router (and the type of connection); (iv) network capacity and usage (especially during peak times); and (v) weather and or atmospheric conditions.
2.6. You acknowledge that the 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 so you will not be able to make or receive calls, including calls to emergency services organisations, via this Service so you will need to make all Users of the Service aware that in such circumstances they should use their mobile phones (or other suitable alternative such a secondary line at the Premises if this is available) and give details of their location to the relevant organization.
2.7. You acknowledge that Sky reserves the right to prevent international long-distance fraud and reduce risks to its customers. This may involve taking steps including blocking call access to certain countries so that calls may only be made by making operator-assisted calls which 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 terms of the applicable tariff that applies for the Package you have chosen at b2b.sky.com.
2.8. Sky agrees to use all reasonable care and skill to ensure the quality of the Service. However, we cannot 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.
2.9. 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.
2.10. 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 shall not be responsible for fault or wear and tear on any part of your 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 or other equipment Sky may supply to you in connection with this Service) Sky will try to resolve the same as soon as reasonably possible.
2.11. Sky does not operate a fixed compensation policy for issues relating to the loss of service and so 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 Communications Customer Complaints Policy detailed in this Agreement.
3. EQUIPMENT AND SOFTWARE
3.1 Sky will select the make and model of the Equipment and confirm the details of the Equipment it will supply to you for the provision of the Service in the Contract Summary. You acknowledge that the Equipment is supplied to you on a rental basis and title to the property shall at all times belong to Sky.
3.2 You agree that risk for any Equipment sent to you by post will pass to you and that acceptance of it will be deemed to have occurred upon delivery. If your Package includes the provision by Sky of 4G Backup, then risk for the Equipment Sky supplies to support that part of the service will transfer once the Sky Engineer has completed the installation. Unless we agree otherwise, you agree to return the Equipment to Sky in the condition that it was supplied to you when this Agreement ends (howsoever caused). If you do not do so within a reasonable time, Sky reserves the right to collect the Equipment and to charge you the reasonable costs that Sky incurs for doing so.
3.3 You agree to keep the Equipment fully insured for loss or damage caused whilst the Equipment is supplied to you and acknowledge that if you do not return the Equipment pursuant to the terms of this Agreement, Sky may charge you the full replacement cost less an amount for depreciation (to be reasonably determined by Sky).
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 connect to the Service or our 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 2.9 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 the Customer’s 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 business grade firewall on 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: free from viruses; protected at all times by appropriate and up to date antivirus software; and are operated only by persons in your business that you trust.
3.8 If your Package includes the provision by Sky of 4G Backup and the Service fails over to the cellular network in the event of a fault, you acknowledge that the network is provided by a third party on Sky’s behalf and that from time to time there may be some differences between the sites that you are able to access on Sky’s network and the cellular network. You are responsible for the sites you or Users choose to access and so if you do not believe that a website is safe and secure you should stop using it and notify Sky immediately so we can review whether access to that site should be restricted in future.
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. You must allow any software provided to you as part of the Service to be updated from time to time.
3.10 The Router and associated cabling is supplied with a warranty against manufacturer faults arising in the first 12 months after delivery except that the following shall not be covered:
(i) faults arising from misuse, accidental or deliberate damage to or modification of your Router; (ii) damage arising from use of equipment that is not supplied by or on behalf of Sky for use with your Router; extension cables and network equipment; (iii) cosmetic damage which does not affect the functionality of your Router; (iv) 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 Router 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 If you have added the Static IP Service to your subscription, you acknowledge that the IP address shall be allocated to you during the term you have agreed to receive the Static IP Service for but that if you ask for this service to be removed from your subscription, or this Agreement is suspended or terminated for any reason, Sky may reassign the IP address to another customer and it will not be possible to allocate the same address to you again if the Service is reactivated or you subsequently return to Sky. Should Sky need to change the IP address during the term for any reason Sky will provide you with a reasonable period of notice in advance.
3.14 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.
4. INSTALLATION SERVICES AND MAINTENANCE
4.1 We will confirm the date that your Equipment will be installed and activated in your Welcome Confirmation Letter and whether any of the Sky Equipment requires installation by you. Typically where Sky has confirmed it will supply a Sky Hub 4 Router to you Sky will 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 prior to the activation date stated in your Welcome Confirmation Letter.
4.2 If your Package includes the provision by Sky of 4G Backup then this part of the Service will require an installation by a Sky Engineer subject to the terms confirmed in your Welcome Confirmation Letter and as further described below. In the event that the installation of 4G Backup does not occur until after the line activation date then provided that you have installed the Sky Hub 4 Router you will still be able to connect to the internet and use the voice service.
4.3 You acknowledge that the dates Sky confirms to you shall be subject always to availability of the Equipment and Sky’s Engineers and that Sky does not guarantee to provide the Service on the date confirmed in writing but will use reasonable efforts to do so. Unless otherwise agreed, all Installation Services shall be carried out by Sky’s Engineers between the hours of 0900 and 1700 Monday to Friday (excluding public and bank holidays).
4.4 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 at least 24 hours in advance 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 at least 24 hours in advance so that the parties can arrange a suitable alternative.
4.5 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. Except as described in clause 4.6 below, Sky does not operate a fixed compensation policy in these circumstances so if you believe you have suffered loss as a result of Sky’s failure and you wish to make a complaint please refer to the Sky Communications’ Customer Complaints Policy detailed in this Agreement for more information.
4.6 If we’ve agreed to transfer your telephone number to this service and do not so within one business day after the date we informed you the transfer will take place (or any revised date we may inform you of), in addition to any other rights you may have, you may claim compensation for the delay by contacting our Customer Service Team. For each day that the transfer of your number is delayed, Sky will use the Service Fee to calculate a daily charge for the service and credit such amount against your next monthly bill.
4.7 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).
4.8 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. A standard installation or activation assumes that, unless we agree otherwise, such charge has been paid by you and that:
(i) 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; (ii) 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 (iii) you will procure that the obligations in clause 4.12 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.
4.9 You acknowledge that at the point of sale Sky has not carried out a site survey to determine whether a standard installation is possible. If a Sky Engineer attends the Premises and deems that this 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. 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.
4.10 You acknowledge that you are responsible for ensuring that the Equipment remains connected as per 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). Further 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.
4.11 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 and so Sky does not warrant that the Service will:
(i) be suitable for specific types of business use; (ii) support or be compatible with any applications or services which you use in conjunction with them; or (iii) operate without interruption or free from errors;
4.12 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:
(i) allow us to access to your property at the Premises during the times we reasonable specify (ii) follow any reasonable instructions that we may give to you or the Users, for example in relation to suitable preparation of the Premises; (iii) provide a suitable and safe working environment for us to carrying out such work; (iv) get any necessary permissions to enable us to carry out such work including for example: permission to cross land or put Equipment on property owned by someone else; (v) provide a suitable place and conditions for the Equipment including connection points required; and (vi) provide access to electricity, as reasonably required by us or our agent, to connect or repair your Equipment.
4.13 You acknowledge that you will be responsible for the reasonable costs or losses that Sky incurs in the following circumstances:
(i) you have failed to comply with any of your obligations stated in clause 4.12 above; (ii) you cancel, or request an alternative date for, the Installation Services less than 24 hours before the date that Sky has notified to you; (iii) 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 (iv) the fault with your Equipment is reported outside of the Warranty and/or needs to be replaced due your negligence or willful default;
5. ORDERING AND USING THE SERVICE
5.1 Unless we agree otherwise, the person that ordered the Service and authorised Sky to provision its Business Fibre and Voice 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 Additional Features) because Sky agrees to provide the same 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 the Service is not an owner of the business, that person agrees to be registered as the account holder for this Service and confirms that they have delegated authority to make decisions and give Sky instructions in relation to this Customer’s 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 Additional Features) and agrees to immediately notify Sky if they are due to leave the business, their authority is revoked or the account holder needs to change for any other reason.
5.4 The account holder will be responsible for all activity on the Customer account (including any charges incurred for accessing any content services 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 for the avoidance 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 username and password created to access the Customer account (including all features related to the Service such as voicemail, etc) and agrees not to disclose the details to anyone that is not authorised to access, view or deal with the Customer account. If these 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 to use the Service strictly for business use only and agree that you will not resell or sublicense the Service. You will procure that that each User uses the Service, in accordance with this Agreement and Sky’s Acceptable Use Policy. Such undertaking shall also apply in respect of any subsequent orders your make for any Additional Features. Further you confirm that you will not 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.
5.7 Without prejudice to any other right Sky may have under this Agreement in the event of a breach by you of the Subscription 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 and any User must not in any way 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 Package guide 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.
6. FEES AND SUBSCRIPTION PAYMENTS
6.1 You may be required to pay an upfront payment for Installation Services and this will be confirmed prior to you placing an order for the Service, and where applicable, we will confirm the amount you have paid in your Welcome Confirmation Letter. If you have elected to receive the Service in accordance with a discount or offer made available by Sky at the time the terms 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, Sky will collect the Subscription Payments (together with any fees or charges for Additional Features that you have added to your Package) automatically from your account monthly in advance on the payment date we confirmed in your Welcome Confirmation Letter. 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 will not commence until three days after your line activation date. Accordingly, the amount of the Subscription Payment due in the first month may be lower than the monthly amount stated in your Contract Summary.
6.3 Unless we agree otherwise, you must pay for the Service by direct debit or continuous credit card instruction (MasterCard or Visa) and all prices quoted for the Service assume you will be paying your bill by such means. If Sky cannot charge the fees due by via direct debit or continuous credit card instruction for any reason 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.
6.4 We will bill you monthly in arrears for any Usage Fees that apply in relation to your Package commencing from the line activation date, notwithstanding that billing for your first Subscription Payment will not commence until three days after that date. We will try 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 using the Service (including how these are calculated i.e. on a per-call basis or a measured basis) we recommend that you read the terms of the applicable tariff for your package at b2b.sky.com.
6.5 Provided that Sky has provided notice in writing in advance and the relevant amount is not disputed by you 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. In addition Sky may also charge any other payment due under this Agreement under your payment instruction subject to the terms of this clause.
6.6 In the event that any amount is overdue for payment under this Agreement, Sky may at its election without prejudice to its other rights and remedies under this Agreement:
(a) 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); (b) Sky may also seek compensation for the cost of recovering such debt in line with the guidelines as set out under the Late Payment of Commercial Debts (Interest) Act 1998 as amended. 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 (c) 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. 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.
7. 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 If we increase the Subscription Payments or any other fees or charges (including in respect of any Additional Features 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 or email). 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 Additional Features 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 change shall not permit 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 change shall not permit 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 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 or letter) at least one month before any changes to this Agreement come into effect and if such change would be to your disadvantage, you may end this Agreement from the date such change takes effect, 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 we will notify you in writing (by letter or email) 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 you consider that the new package is not an improvement and would be to your disadvantage 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 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 to be disadvantageous, the Customer shall be considered to have accepted the change and agreed to be bound by the new terms that apply.
8. 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 If you request for an Additional Feature to be added to your subscription, the provision of that particular feature or service by Sky will be subject always to any key terms stated in your Contract Summary and otherwise, the terms of this Subscription Agreement. Typically the addition of an Additional Feature will require you to agree to allow Sky to provide it to you for a specific minimum term after which the feature or service will continue until you request for the Additional Feature to be removed from your subscription or this Agreement ends. If you do not allow Sky to provide the Additional Feature 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 Additional Features 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 Letter (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 Letter (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 8.5 and 8.6 above 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:
(i) you are allowed to end this Agreement pursuant to clause 7 of this Agreement; or (ii) 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 which shall be equal to the Subscription Payments (and if applicable, any other fee (i.e. for Additional Features) which you have agreed to pay to Sky for a fixed commitment period) you would have paid to Sky for the remainder of your Minimum Term less a reasonable amount which reflects the costs that Sky determines it will save in not continuing to provide the Service to you for the remainder of the Minimum Term.
8.8 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.
8.9 Sky reserves the right to terminate the Service during the Minimum Term:
(i) 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; (ii) 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.
8.10 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.
8.11 If during the Minimum Term (or after it) you want to end your subscription to the Service by switching to an alternative service provider:
(i) 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; (ii) who cannot provide services on your existing Line, you must give us no less than 30 days’ notice and your subscription to the Service will end once this notice period expires. For the avoidance of doubt if you choose to switch to an alternative service provider during your Minimum Term Sky reserves the right to charge you Early Termination Charges for the remainder of the Minimum Term 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.
8.12 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.
9. 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; 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 broken any of the 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; (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 go into receivership or liquidation (other than for the purposes of solvent amalgamation or reconstruction) or 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) 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.
10. 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 social distancing regulations).
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 and 11.4, Sky and its Affiliate’s total aggregate liability to the Customer 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 in each successive period of twelve (12) months during the term of this Agreement, commencing on the date that Sky confirmed acceptance of your order to you, will be limited to an amount equal to the fees payable by the Customer in respect of such period which have been:
(a) paid; (b) invoiced but unpaid; and (c) 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 The parties agree that save for liability for which it would be illegal or unlawful to exclude or attempt to exclude the Customer’s liability to Sky under this Agreement shall, regardless of how that liability arose or the number of claims Sky may have (including in contract or tort (including negligence or breach of statutory duty), during the relevant period described in clause 11.3 above, be limited to the greater of: (i) the sum of one hundred thousand pounds (£100,000); or (ii) an amount equal to the fees payable by the Customer during the relevant period (as more particularly described in clause 11.3 above with respect to Sky’s liability to the Customer.
12. DATA PROTECTION
12.1 This clause 12 will apply to the extent that Sky (acting in its capacity as a Service Provider) may process personal data (including data relating to you as an individual or that of your staff) on the Customer’s behalf in the course of providing the service under this agreement.
12.2 Both Parties will comply with all applicable requirements of the Data Protection Legislation and acknowledge that for the purposes of the Data Protection Legislation, the Customer is the Controller and Sky is the Processor. The scope, nature and purpose of processing, together with the duration of the processing and the types and categories of personal data that Sky may process are described in Sky’s Privacy Notice.
12.3 Without prejudice to the generality of Clause 12.2:
(a) Customer will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the Personal Data to Sky for the purposes of this contract; and (b) Sky will: (i) Process Personal Data only on the written instructions of Customer as set out in this Agreement or otherwise in writing; (ii) ensure that all personnel authorised by Sky to Process Personal Data are obliged to keep the Personal Data confidential; (iii) ensure that it has in place appropriate technical and organisational measures designed to protect against a Personal Data Breach, appropriate to the harm that might result from such Personal Data Breach and the nature of the Personal Data to be protected and have regard to the state of technological development and the cost of implementing any measures, including, where appropriate: (1) pseudonymising and encrypting Personal Data; (2) ensuring confidentiality, integrity, availability and resilience of its systems and services; (3) ensuring that availability of and access to Personal Data can be restored in a timely manner after an incident; and (4) regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it; (c) notify Customer without undue delay if it becomes aware of a Personal Data Breach and take reasonable steps to mitigate the effects of the same to the extent that these are within Sky’s reasonable control; (d) assist Customer in responding to any requests from Data Subjects and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators, save that if this is not within the reasonable remit of the provision of the Service, this will be at Customer’s cost; (e) at Customer’s written direction, delete (or put Beyond Use) or return Personal Data to Customer once provision of the Service has ceased, unless required by a legal obligation to store the Personal Data; and (f) maintain records and information to demonstrate its compliance with Clauses 12.3(b), 12.4 and 12.5 and, where this is not sufficient, allow for audits by Customer or Customer’s auditor solely to demonstrate compliance, at Customer’s cost, provided that: (i) Customer: (1) will not exercise its audit rights more than once in any 3-year period, save where Customer reasonably believes that a further audit is required due to a Personal Data Breach; (2) gives at least 30 days’ written notice of its intention to audit, including specific details on the scope of the audit and any required evidence; (3) conducts its audit during normal business hours and limits it audit to a maximum of 2 Business Days; and (4) takes all reasonable measures to prevent material business interruption to Sky; (ii) such audit is subject to the confidentiality provisions of the Contract; and (iii) Sky may demonstrate its compliance with Clauses 12.3(b), 12.4 and 12.5 by complying with an approved code of conduct or by obtaining an approved certification.
12.4 Customer consents to Sky appointing the Third-Party Processors to assist it in providing the Service (including those based outside of the European Economic Area provided always that Sky has appropriate assurances in place from the relevant processor that Personal Data will be processed in compliance with applicable data protection legislation).
12.5 Sky shall ensure that all agreements with the Third-Party Processors will incorporate terms that are substantially similar to those set out in this Clause 12 (including requiring any processors which are based outside of the European Economic Area to agree to process personal data pursuant to approved model contract clauses). If a Third-Party Processor fails to fulfil its data protection obligations to Customer, Sky will remain fully liable to Customer for such Third-Party Processor’s obligations.
12.6 From time to time Sky may use your contact details to let you know about new Sky Communications’ offers, products and services. You will be asked whether you consent to this prior to placing an order for the Service but you can change your mind at any time. For more information about how Sky may use your personal detail for this purpose and how you can change your marketing preferences please refer to the Privacy Notice.
12.7 Prior to placing an order for the Service we will also ask you whether you would like to exclude the business’ telephone number from the directory that is available to the public. By including the business number in the directory you enable members of the public that know the business name and address to look up your telephone number. 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 email@example.com or speak to a member of our customer service team by calling 03337 597 590.
13. GENERAL LEGAL TERMS
13.1 We can 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 to any transfer by us under clause 13.1. The transfer of our rights and/or obligations 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 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 or by email to the Customer's details for correspondence set out in the Contract Summary; (b) Sky must be sent by pre-paid post to: Sky Communications, 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 Communications’ Customer Complaints Code of Practice to try and resolve the dispute in the first instance.
Last updated: 24 March 2021