Terms of Service
"We", "Us" & "Our" refers to HTL Online Ltd of 40 Beaufort Court, London E14 9XL (also referred to as HTL). "You" & "Your" is the company purchasing the Services. Under this Agreement We provide Internet Bandwidth (the "Bandwidth"), the equipment (the "Server" or the “Hotspots”), the availability of space to store and operate such equipment (the "Space") and the licensing of software (the "Software"), together comprising this Agreement (together, the "Services"). The relationship entered into between You and Us is governed by these following terms, which shall apply during, and where necessary after, the period of the commercial relationship between You and Us.
- Server Hardware
1.1. We will be the owner of the Server.
1.2. The Server shall be installed and operated in the Space by Us. You will have no right of physical access to the Server or the Space. The server is supplied with CentOS and WiFi Dog software. The server may not be used for any other purpose.
1.3. We shall have no liability for any loss or damage to any data stored on the Server.
1.4. We use independent server monitoring. Copies of these monitoring statistics are available on request. Based on these statistics We guarantee that the server will be available for 99% of the time in each calendar month. In the event We do not meet this guarantee our liability is strictly limited to the cost of the hosting package only. A pro rata refund will be issued as soon as it is practical to do so. For example if the service has an uptime of 98% in a calendar month we would refund 1% of the monthly fee.
1.5. Should We become aware of a Server fault, We will at our expense repair the Server or provide an equivalent Server as a replacement.
1.6. Any replacement Server will be provided in the default configuration as the Server was originally supplied. We will attempt to restore all data, content and settings from the original server to the replacement, but cannot warrant that any data, content or settings present on the original Server will be transferred to the replacement.
1.7 Each Server is charged per calendar month at the rates included in this Agreement and such charges are due for payment in advance of the commencement of each month’s service.
- Hotspot Hardware
2.1 We sell You a Hotspot at a fixed cost as included in this agreement. You are the owner of the HotSpot. We will accept your purchase order in email, fax or hardcopy format. The cost of each HotSpot is included in this agreement.
2.2 We will deliver to you the HotSpot at rates based on geographical location which will be provided to you at the time of order. If you are not available to receive the delivery, no refund is available and you will be charged again for each subsequent delivery attempt.
2.3 Installation Instructions are provided, and delivered with each HotSpot. We are not responsible for Your installation of the HotSpot. We will not send engineers to your premises to help you. We may provide telephone support to assist you at our discretion. If you require assistance we will at your request recommend a 3rd Party who can contract with you to provide such services.
2.4 Prior to delivery we install customised Firmware on the HotSpot. Altering or erasing this Firmware will result in the HotSpot ceasing to function. This is not covered by any warranty and in this circumstance You will need to buy a replacement HotSpot from Us at the rate included in this agreement.
2.5 If you believe that the HotSpot hardware has failed, we will ask you to send at your cost, the broken HotSpot to us. Upon examination, if we confirm hardware failure we will send you a replacement HotSpot as quickly as is possible. If you are not available to receive the delivery, subsequent delivery charges will be charged to You. We will only replace the hardware for the period of the manufacturer’s warranty which is 1 year from the date of purchase. Beyond that time we will not replace broken hardware and you would need to buy a new HotSpot at the current agreed rate.
2.6 The strength of signal for any HotSpot will vary from location to location. We make no warranty as to the strength of these signals and the distance from which you can connect to the HotSpot. If you can connect to the HotSpot from a distance of 5 metres we will deem the hardware to be functioning as described.
2.7 For each Hotspot You are responsible for providing a suitable and operational Internet Connection with the appropriate router or firewall or modem. The HotSpot requires a DHCP Allocated IP address, default gateway and DNS servers. The Hotspot’s IP address may be Public or Private and can use NAT if required, but it must have unrestricted Internet Access. Failure to provide any of these requirements will result in your HotSpot not being able to access the Internet.
- Network Connectivity & Bandwidth
3.1. We provide unlimited network bandwidth to the server. The bandwidth can only be utilised by the HotSpots supplied by Us. Bandwidth is charged at the rates included in this Agreement per HotSpot per calendar month.
4.1. All software is provided is Licensed by either the GNU General Public Licence Version 2 which can be found at http://www.gnu.org/licenses/old-licenses/gpl-2.0.html or by the POstgreSQL Licence which can be found at http://www.postgresql.org/about/licence/ . It is a condition of this contract that you accept and adhere to the terms of these licenses.
4.2. Whilst You have full access to the software on your server We hereby notify You that We have a team of specially trained designers and engineers whose advice is not to modify anything. Should Your modifying of the software in any way whatsoever cause any issue we will charge our designers rate included in this agreement per hour for remedying the issue.
4.3. During the setup of your Services We will customise, at Our expense, using Our own designers, (but limited to 8 hours of Our designer’s time) the gateway pages of the WiFi Dog software in line with your corporate branding. WiFi Dog has limitations in the extent of customisation available. We will make all reasonable efforts to meet your customisation requests but We do not guarantee the final results will meet your expectations.
4.4. During the setup of your services We will create an advertising image for your Gateway page in gif of jpg format. If you prefer, you can send us an image in gif, jpg, or swf format, which we will add to your Gateway page. We will create and/or add this image at Our expense using Our own designers, (but limited to 4 hours of Our designer’s time). We will make all reasonable efforts to meet your design requests but We do not guarantee the final results will meet your expectations.
4.5. Additional design work beyond the scope of 4.3 and 4.4 will be performed at the designers rate included in this agreement.
- Data Retention
5.1 Your software collects the email addresses and names of the users of your WiFi Network. You are obligated to ensure your compliance with any and all relevant legislation. We do not and cannot provide advice on this issue. For most companies, as long as you use this data for purely marketing processes and do not sell it to any 3rd party you will almost certainly find that you are not required to register with the Information Commissioner. Please consult your legal professional.
5.2 We retain information critical to the legal operation of the system. This includes Username, Email Address, MAC Address, Time, Source IP, and Destination IP. For data protection reasons the data collected is only available to the Police or other relevant Government Authority with the necessary authorisation. This data is kept securely and We will not divulge this data to yourselves or any unauthorised 3rd Party. Should you receive a request from such an official body, you should contact us immediately. We will provide full assistance to the authorities at no charge to You.
6.1. All charges payable by You for the Services shall be in accordance with the charges includes in this agreement, errors and omissions excepted, and shall be due and payable in advance of provision of the Services.
6.2. We reserve the right to change pricing of rates by providing one calendar months notice in writing. Should you not agree to this change this will be taken as your notice to terminate as per 7.5. If you pay the invoices for Our Services at the new rates this will be taken of acceptance of the new rates and this Agreement will continue as normal at the new rates.
6.3. Payment for Server and Bandwidth must be received before the commencement of service in any given month. Ad hoc purchases of HotSpots will be invoiced, and payment will be made within 30 days of the invoice being sent.
6.4. All payments must be in UK Pounds Sterling.
6.5. Without prejudice to our other rights and remedies under this Agreement, if any sum payable is not paid on or before the due date, We shall be entitled but not obliged forthwith to suspend the provision of Services to You.
- Termination And Refunds
7.1. We shall be entitled to suspend the Services and/or terminate this Agreement forthwith without notice to You If You:
7.1.1. fail to pay any sums due to Us as they fall due.
7.1.2. break any of these terms and conditions.
7.1.3. are a company and You go into liquidation or suffer the appointment of an administrator or administrative receiver or enter into a voluntary arrangement with You creditors.
7.2. No refunds will be made under any circumstances for Services suspended in accordance with 7.1.
7.3. Without prejudice to Our other rights and remedies, We may at Our sole discretion suspend the provision of the whole or any part of the Services (temporarily or permanently) and will have no liability to provide the Services on the occurrence of any of the following events:
7.3.1. Notified or unscheduled upgrade or maintenance of Our IT systems.
7.3.2. Issue by any competent authority of an order which is binding on Us which affects the Services.
7.3.3. We deem at our sole discretion that the network or system resources used by You in relation to the Services warrants suspension to protect the services provided by Us to all or any of Our other customers.
7.4. We reserve the right to suspend the Services and/or terminate this Agreement at any time. In the event of this You will be entitled to a pro rata refund based upon the remaining period of prepayment.
7.5. You may cancel the Services at any time by providing 6 months’ notice. To do so You must request cancellation of the Services in writing. The Services will be cancelled at the end of the 6 month notice period.
7.8. On termination of this Agreement or suspension of the Services We shall be entitled immediately to stop access to You Server and to remove all data located on the Server.
8.1. You shall indemnify Us and keep Us indemnified and hold Us harmless from and against any breach by You of these terms of business and any claim brought against Us by a third party resulting from the provision of Services by Us to You and Your use of the Services (including all use with or without Your consent) including without limitation, all claims, actions, proceedings, losses, liabilities, damages, costs, expenses (including reasonable legal costs and expenses), howsoever suffered or incurred by Us in consequences of You breach or non-observance of any of the terms of this Agreement.
8.2 Your clients contract directly with yourselves for the provision of Internet Services. We cannot and will not comment on your legal responsibilities as a Wireless Internet Service Provider. You should consult your legal advisor.
- Limitation Of Liability
9.1. All conditions, terms, representations and warranties relating to the Services supplied under this Agreement, whether imposed by statute or operation of law or otherwise, that are not expressly stated in these terms and conditions including, without limitation, the implied warranty of satisfactory quality and fitness for a particular purpose are hereby excluded to the extent applicable under UK law.
9.2. Nothing in these terms and conditions shall exclude our liability for death or personal injury resulting from our negligence.
9.3. Our total aggregate liability to You for any claim in contract, tort, negligence or otherwise arising out of or in connection with the provision of the Services shall be limited to the charges paid by You in respect of the Services which are the subject of any such claim.
9.4. In any event no claim shall be brought unless You have notified Us of the claim within one month of it arising.
9.5. In no event shall We be liable to You for any loss of business, contracts, profits or anticipated savings or for any other indirect or consequential or economic loss whatsoever.
- Force Majeure
10.1. We shall have no liability to You in respect of anything which, apart from this provision, may constitute a breach of this Agreement arising by reason of force majeure which means, circumstances beyond our reasonable control including acts of God, acts of any governmental or supra-national authority, war or national emergency, riots, civil commotion, fire, unauthorised use or access to the IT systems, explosion, flood, epidemic, strikes and other industrial disputes (in each case, whether or not relating to Our workforce), restraints or delays affecting shipping or carriers, inability or delay in obtaining supplies of adequate or suitable materials and currency restrictions.
11.1. Any notice to be given by either party to the other may be sent by either email, fax or recorded delivery to the address of the other party as appearing in this Agreement or ancillary application forms or such other address as such party may from time to time have communicated to the other in writing, and if sent by email shall unless the contrary is proved be deemed to be received on the day it was sent or if sent by fax shall be deemed to be served on receipt of an error-free transmission report, or if sent by recorded delivery shall be deemed to be served two days following the date of posting.
12.1. Any forbearance or failure by Us to enforce a contractual provision to which You are subject shall not affect our right to require such performance at any subsequent time, nor shall the waiver or forbearance by Us of any breach of any provisions of the agreement herein be taken to be or held to be a waiver of the provision or provisions itself of themselves.
13.1. This Agreement shall be governed by and construed in accordance with English law and You hereby submit to the exclusive jurisdiction of the English courts.
14.1. Headings are included in this Agreement for convenience only and shall not affect the construction or interpretation of this Agreement.
- Entire Agreement
15.1. These terms and conditions together with any documents expressly referred to in them, contain the entire Agreement between Us relating to the subject matter covered and supersede any previous Agreements, arrangements, undertakings or proposals, written or oral: between Us in relation to such matters. No oral explanation or oral information given by any party shall alter the interpretation of these terms and conditions. In agreeing to these terms and conditions, You confirm that You have not relied on any representation other than those expressly stated in these terms and conditions and You agree that You shall have no remedy in respect of any misrepresentation which has not been made expressly in this Agreement.