Appendix – Connectivity Services Terms and Conditions
The terms contained in this Appendix apply only in relation to the provision of WAN and Internet Connectivity, Mobile Voice and Data Plans (hereafter referred to as the Connectivity Services) by Stone. The terms within this Appendix apply in addition to Stone’s General Terms and Conditions for the provision of Goods & Services (the “General Terms”) which are available here.
except in the case of any ambiguity or inconsistency between the terms, in which case the terms in this Appendix shall take precedence where and to the extent that they apply.
This Appendix is formed of two parts. Part A sets out additional terms applicable to the provision of Connectivity Services by Stone. Part B sets out the End User Terms & Conditions imposed by the Service Provider(s).
The Customer acknowledges that Stone is reselling the Connectivity Services and is not the Service Provider.
1. DEFINITIONS
In this Appendix, the following definitions apply. Capitalised terms that appear in this Appendix may also refer to terms defined in the General Terms.
Acceptable Use Policy: the acceptable use policy document of Service Provider (to the extent applicable to a Service) as current from time to time (copy available from Stone upon request);
Customer: the organisation contracting with Stone for the provision of Connectivity Services. Customer Content: the works of authorship, marks, data, information, materials and other content that is sent, received, transmitted, hosted, stored, replicated or otherwise made available by means of the Service(s), including (without limitation) names, domain names, logos, designs, computer software, recorded visual imagery (including video recordings and photographs), sounds, audio materials (including master recordings), musical compositions (including arrangements and lyrics), graphics (including animation), textual matter, and any combination of the above. All Customer Content is and will remain the property of the Customer;
Customer Equipment: items of equipment owned or leased by the Customer located either at the Customer Site(s) or at Stone or Service Provider Site (as applicable to the particular Service(s)) and used in order to provide and/or receive the Service(s);
Customer Site: the Customer location(s) at which the Service(s) will be provided (if applicable), as specified on the Order, which shall include any Customer co-location rack(s) within Service Provider data centres (if applicable);
End User: the Customer and any person or organisation to whom the Customer grants access to the Connectivity Services;
Equipment: as defined in the General Terms;
Goods: as defined in the General Terms;
Malicious Code: viruses, logic bombs, worms, trojan horses or other types of destructive, disruptive or nuisance programs;
Normal Business Hours: 9 a.m. to 5.30 p.m. on any Working Day;
Order: as defined in the General Terms;
Reseller: Stone;
Services: any Connectivity Services which the Reseller is to supply to the Customer as detailed in the Service Specification including provision of the Deliverables;
Service Specification: as defined in the General Terms;
Service Provider: a partner approved by Stone to supply Connectivity Services;
Service Provider Equipment: the Equipment (if any) owned by Service Provider and/or its suppliers, which is located either at the Customer Site(s) or the Service Provider Site(s) (as applicable) in order to provide the Service(s).
Software: any software to which the Customer is provided with access pursuant to the Contract, or any third party software which the Customer purchases through Stone including any software embedded in the Stone Equipment and/or Service Provider Equipment and/or Customer Equipment;
Stone: Stone Technologies Limited (company number) 02658501 whose registered office is at Granite One Hundred, Acton Gate, Stafford, Staffordshire, ST18 9AA;
Stone Site: the location(s) where the Service(s) will be provided from (where applicable to a particular Service) including any data centres owned and operated by Stone or its suppliers; Stone Equipment: the Equipment (if any) owned by Stone, which is located either at the Customer Site(s) or the Stone Site(s) (as applicable) in order to provide the Service(s).
Stone Personnel: the staff and contractors of (i) Stone and (ii) Stone’s contractors and suppliers engaged in the provision of the Service(s);
Usage Charges: the fees (if any) for the use of a Service, calculated as set out in the relevant Order and/or the applicable Service Specification and in accordance with the usage information collected by Stone’s monitoring and reporting systems, including but not limited to usage in excess of monthly allowances, any charges incurred from networks other than the host network, charges relating to premium rate calls and services, overseas cellular and network operators and handling charges.
PART A: Stone Terms applicable to the provision of Connectivity Services
2. CHANGES TO AND AVAILABILITY OF SERVICES
2.1. Service Provider reserves the right, at any time, to make any modification, change or addition to, or replacement of, any Service (or part thereof) or the Service Provider Equipment (the “Modifications”) including migration to a suitable alternative Service. Stone shall not be liable for any Modifications made by Service Provider under this clause 2.1. If the proposed modified or alternative Service(s) is materially detrimental to the Customer, Customer may cancel the Service(s) by giving not less than 90 days notice without incurring any early termination charges.
2.2. Subject to Clause 2.1 above and any specific provisions in the applicable Service Specification(s), all requested changes to the Service(s) received from the Customer shall be dealt with in accordance with section 9 of the General Terms.
2.3. Service Provider reserves the right to carry out planned and emergency works in respect of the Service(s) in accordance with the applicable Service Specification(s) (the “Emergency Works”). The Customer acknowledges that this may result in non-availability of, or other impact to, their Services whilst such works are carried out and Stone shall not be liable for the non-availability of, or other impact to the Services caused by the Emergency Works carried out by Service Provider under this clause 2.3.
3. CUSTOMER SITE ACCESS
3.1. Where necessary to enable Stone to carry out its obligations and exercise its rights under the Contract, the Customer shall provide Stone Personnel with such access to the Customer Site(s) as Stone shall reasonably require, subject to reasonable advance notice. Any period of delay in providing Stone Personnel with access to the Customer Site(s) shall be excluded from any service level calculations.
3.2. The Customer shall ensure that Stone Personnel have a safe working environment at the Customer Site(s). Stone Personnel will comply with all reasonable health and safety and security policies applicable to the Customer Site(s), provided in writing prior to, or at the time of entry to, the Customer Site(s).
4. FAULT MANAGEMENT
4.1. Stone will support the Service(s) and deal with faults as per the provisions of the applicable Service Specification(s). The Service(s) (or the component parts thereof) will be subject to the service levels (if any) set out in the applicable Service Specification(s).
4.2. The Customer shall notify Stone of any material non-conformity or fault with the Service(s) as per the Service Specification.
4.3. The Customer shall notify Stone in writing within three (3) business days of delivery of any defective, damaged or non-conforming Goods. Failure to do so will constitute acceptance of such Goods.
4.4. Any time incurred by Stone in investigating alleged faults or non-conformities with the Service(s) notified to it by the Customer, which are later found not to have existed (Stone will provide reasonable evidence that the fault has not existed, upon request), may be charged to the Customer in accordance with Stone’s then-current standard rates together with any third party supplier costs incurred in investigating the same. The Customer shall be entitled to see reasonable documentary evidence attesting to such third party costs.
5. FEES AND PAYMENT
5.1. Usage Charges (if applicable) shall be invoiceable monthly in arrears. Initial charges, monthly access charges and any other fixed monthly charges are payable on or before the payment date specified on each invoice.
5.2. The Customer is responsible for the payment of all charges applicable to the Goods and/or Service (including charges incurred as a result of fraud or unauthorised use of a Service). Where Service(s) include an O2 or Vodafone Unlimited Data Only service, there are no variable charges associated with these tariffs which could attract any usage-based charges
5.3. Stone may on no less than 30 days’ notice to the Customer, change the rates of any Tariff or price list, such change not to become effective during the Minimum Term unless arising from (i) a requirement or direction of OFCOM, the regulating body or (ii) a change in the costs charged to Stone by its Service Provider(s).
5.4. Stone may increase any tariff or price list on the anniversary of the commencement date and on each subsequent anniversary date where the order is for a minimum period in excess of one year. Such increases will be limited to any inflation-linked annual increase imposed by the Service Provider.
5.5. Any incidence of cancelled, dishonoured or failed direct debits will incur additional charges.
5.6. If the Customer intends to dispute any charge on an invoice, it must do so in writing to Stone within 30 days of the date of the invoice.
6. STONE’S OBLIGATIONS AND WARRANTIES
6.1. Stone’s obligation to provide the Service(s) is limited to an obligation to use all reasonable endeavours to provide the same. The Customer acknowledges and agrees that Stone
cannot (and does not) guarantee, represent or warrant that the Service(s) will be error-free or uninterrupted.
7. CUSTOMER OBLIGATIONS AND WARRANTIES
7.1. 7.1 The Customer shall (at its cost):
7.1.1. maintain Customer Equipment to a safe standard; and
7.1.2.ensure that, where applicable, the Customer’s systems comply with the reasonable hardware and software requirements notified to the Customer by Stone or detailed in the applicable Service Specification; and
7.1.3.ensure that the Software (where applicable) is compatible with the Customer’s systems; and
7.1.4.only use the Service(s) (where applicable) in accordance with the Acceptable Use Policy; and
7.1.5.use any Customer Equipment, Stone Equipment and/or Software in a skilful and proper manner by properly trained personnel; and
7.1.6.take all reasonable steps (including testing with the latest commercially available detection software) to ensure that any software used with or in conjunction with the Service(s) is not infected by Malicious Code; and
7.1.7.undertake any work required to be carried out by Stone as specified in the applicable Service Specification(s), in a timely manner; and
7.1.8.provide suitable space and environment for the Customer Equipment and the Stone Equipment (other than when located at Stone Sites) in a timely manner.
7.2. The Customer shall not (and shall procure that all users of the Service(s) for whom it is responsible pursuant to Clause 7.7 below shall not):
7.2.1.use the Service(s), Software, Stone Site, or Stone Equipment in any way that violates any Laws, or act or omit to act in any way which will place Stone in breach of any Laws including but not limited to the Communications Act 2003; and/or
7.2.2.use the Service(s), Software, Stone Site or Stone Equipment in any way that would constitute or contribute to the commission of a crime, tort, fraud or other unlawful activity (including activities deemed unlawful under a complainant’s jurisdiction); and/or
7.2.3.allow any unauthorised user or third party access to or use of the Customer Equipment, the Stone Equipment, the Stone Site(s) (if applicable) or the Service(s) and shall take all reasonable security measures to prevent the same; and/or
7.2.4.add to, modify or interfere in any way with the Software, Stone Equipment (if applicable), any equipment which is not Customer Equipment, or the Service(s); and/or
7.2.5.shall not except in the circumstances required to be permitted by applicable law, alter, rearrange, disconnect, remove, reverse engineer, repair or attempt to repair or tamper with Service(s) (including any Stone Equipment and/or Service Provider Equipment) or cause, or allow, a third party to do any of these activities, without Stone’s prior written consent. and/or
7.2.6.use the Software, Stone Site, the Stone Equipment, the Service Provider Equipment, the Customer Equipment, or the Service(s) in any way that:
7.2.6.1.would or may be harmful, or would or may be harmful or detrimental to the reputation of Stone and/or its suppliers; and/or
7.2.6.2.do anything that may be dangerous or a nuisance or inconvenience to other users of Stone’s service(s) or the Stone Site(s).
7.3. The Customer warrants that any material and/or communication received, transmitted, hosted or otherwise processed using the Service(s) (other than entirely unsolicited
communications) will not be menacing, of a junk-mail or spam-like nature, illegal, obscene, threatening, defamatory, discriminatory, promote illegal or unlawful activity, be otherwise actionable or in violation of any Laws to which the use of the Service(s) is subject, or infringe the Intellectual Property rights of Stone. For the avoidance of doubt, the Customer is responsible for the content and security of any data or information which it or any user of the Service(s) for which it is responsible pursuant to clause 7.7 below (or any person on its or their behalf) sends or receives using the Service(s), and the Customer will allow Stone or the Service Provider to copy, display, distribute, download, transmit and otherwise use the Content as reasonably required to perform Stone or the Service Provider’s obligations under this Agreement.
7.4. The Customer shall indemnify and keep Stone indemnified and hold Stone harmless from and against all losses, liabilities, damages, costs, claims, demands and expenses arising out of, or in relation to, any breach by the Customer (including any user of the Service(s) for whom the Customer is responsible pursuant to Clause 7.7 below) of the provisions of Clauses 7.1.4, 7.2 and/or 7.3 above.
7.5. The Customer agrees to use the Service(s) solely in connection with its general business purposes. The Customer acknowledges that the Service(s) are not designed to be used in circumstances in which errors or inaccuracies in the content, functionality, services, data or information provided by the Service(s) or the failure of the Service(s), could lead to death, personal injury, or severe physical or environmental damage. Unless expressly authorized by Stone in the Contract, the Customer agrees not to use the Service(s) for any such purpose.
7.6. The Customer warrants it shall comply with all applicable Laws and any relevant licences and permits to operate the Customer Equipment and to provide the Customer Content to the extent required under the Contract.
7.7. The Customer is responsible for (and shall be liable to Stone in respect of) the use of the Service(s) (including any incurred charges) by any of its employees and any other person who has been given access to the Service(s) by the Customer or who has obtained access to the Services which is not due to Stone’s breach of the Contract and/or negligence, even if such use was not authorised by the Customer.
7.8. The Customer shall notify Stone of any breach of provisions 7.1.4, 7.2, 7.3, 7.5, 7.8 and 9.5 and shall take all actions reasonably within its control to ensure it remedies any default and complies with the provisions moving forward.
7.9. The Customer shall be responsible for insuring itself against all loss of or damage/corruption to data. In no event will Stone or its suppliers be liable for loss or damage/corruption to any data stored/transmitted on/using the Service or any Equipment or Goods.
8. GOODS
8.1 Goods leased to the Customer by Stone or its suppliers shall remain the property of Stone or its suppliers. The Customer shall comply with the terms of any applicable lease relating to such Goods. Upon termination or cancellation, all such leased Goods shall be returned to Stone within 10 working days. For the avoidance of doubt, unless specifically stated otherwise in the Order, all equipment provided to the Customer, including equipment placed on the Customer’s Site(s) shall be deemed to be leased.
8.2 The Customer shall, in relation to any leased Goods:
8.2.1 from the date on which goods are delivered until the date on which such goods are returned to Stone, maintain in place with a reputable insurer insurance covering the Goods to their full replacement value against all usual risks relating to loss or damage from
whatever cause (other than exclusions agreed in writing by Stone). The Customer shall provide Stone, upon request, with satisfactory evidence of insurance and up to date payment of associated premiums;
8.2.2 not sell, assign, pledge or part with possession of the Goods;
8.2.3 not create any mortgage, charge, lien or encumbrance on the Goods; and
8.2.4 keep the Goods in good condition and working order.
8.3 Title to Goods sold to the Customer shall pass to the Customer upon payment in full of the sale price. Title to all other Goods and equipment provided, including Stone Equipment and Service Provider Equipment, shall remain with Stone and/or Service Provider as appropriate. Risk in all Goods and equipment passes to Customer on delivery.
9. INTELLECTUAL PROPERTY & LICENCING
9.1. Title to any Software, Intellectual Property within the Service(s) or Documentation is held by Service Provider or its third party licensors (“Licensors”).
9.2. In the event that the Customer is provided with access to, or use of, Software, the Customer agrees to abide by any software conditions of use as set out in any relevant End User License Agreements (EULA) provided or made available to the Customer by Stone (whether via a portal, the Software or otherwise). The Customer shall (and shall procure that all users of the Software shall) only use the Software in accordance with such EULA applicable to the Software.
9.3. Stone and/or Service Provider shall only be liable in respect of such Software to the extent liability is limited in accordance with the terms of the applicable EULA.
9.4. The Customer agrees that information regarding use of their software, including information on the number of licenses required for the Customer’s use or access of the software, the country in which the Customer is located and the Customer’s name and address may be provided to Service Provider who in turn may provide the same to the Licensors.
9.5. Stone and/or Service Provider and/or a Licensor (or its nominated representatives), may at Stone’s expense, access the Customer Site and Customer systems and records relevant to usage of the Software, to ascertain compliance with any EULA, during Normal Business Hours and subject to reasonable prior notice.
9.6. If the Customer uses software it has purchased for itself in conjunction with the Service(s), the Customer shall acquire permission to use the software from the person with the rights to the software and shall comply with any restrictions regarding license mobility where applicable.
9.7. The Customer shall ensure that it promptly (and no later than reasonably required by Stone) all Modifications to the Software that Stone makes available to the Customer (unless the Contract stipulates that Stone is responsible for installing such Modifications).
9.8. Unless expressly stipulated otherwise, the Customer shall not (i) reverse engineer, disassemble, decompile or otherwise attempt to access or determine the source code of the Software (except as and only to the extent any of the foregoing is permitted by the licensing terms governing use of any open sourced components included with the Software), (ii) copy, “frame” or “mirror” any content available on the Software on any other server or wireless Internet-based device, (iii) re-distribute or sublicense the Software, or any part thereof, to any third party, (iv) operate the Software for use by third parties or otherwise operate the Software on a service bureau basis, without Stone’s express prior written consent, (v) copy, or reproduce the Software in any way, in whole or in part, (vi)
modify or create any derivative work based on the Software, or (vii) allow, permit or assist any third party to do any of the foregoing.
10. CUSTOMER CONTENT
10.1. The Customer grants Stone and Service Provider a worldwide, irrevocable (except on Contract termination), royalty-free, non-exclusive, sub-licensable (to Stone and Service Provider’s authorised subcontractors only) right for the duration of the Contract to process the Customer Content to the extent reasonably necessary to perform its obligations under the Contract.
10.2. The Customer shall indemnify and hold harmless Stone and Service Provider in respect of all claims, losses, reasonable costs and reasonable expenses (including reasonable legal fees) that are made against, or incurred by, Stone and/or Service Provider as a result of a claim by a third party arising from (i) Stone and/or Service Provider’s installation, use, transmission, storage, possession or accessing of the Customer Equipment, Customer Content, material or third party software provided by the Customer in connection with the Service(s) infringes the Intellectual Property or other rights of a third party; (ii) the Customer using the Services to infringe third party Intellectual Property rights; (iii) the content of any communication transmitted by the End User via a Service or maintained in connection with any Goods provided pursuant to the Connectivity Services and/or (iv) the acts or omissions of an End User including their respective employees or representatives, in connection with the Connectivity Services or Goods provided hereunder. The Customer shall only be liable to indemnify pursuant to this Clause provided that: (i) the Customer is promptly notified of any such claim; (ii) the Customer is given sole control of the claim and the freedom to defend or settle the claim as it deems fit; (iii) Stone and/or Service Provider provides all reasonable assistance to the Customer at the Customer’s cost in respect of the claim; (iv) Stone and/or Service Provider makes no statements or admits any liability in respect of the claim.
10.3. Without prejudice to Stone’s suspension and termination rights, and although Stone and Service Provider cannot routinely access any Customer Content, Stone will notify the Customer if it becomes aware of (or aware of any allegation of) Customer Content that violates the terms of the Contract (“Prohibited Content”) and such Prohibited Content shall promptly be removed from the Service(s). If the Customer fails to promptly remove the Prohibited Content, Service Provider may (without liability to Stone and/or Service Provider) remove the Prohibited Content from the Service(s) or disable access to the Prohibited Content. Notwithstanding the foregoing, Service Provider may (without liability to Stone and/or Service Provider) remove or disable access to the Prohibited Content without prior notice as required by applicable legislation or to comply with any judicial, regulatory or other governmental order or request or order of any law enforcement office. If Service Provider removes Prohibited Content without prior notice, should Stone become aware of the same it will promptly notify the Customer thereafter, unless prohibited from doing so by law.
10.4. Except to the extent included in the Service(s), as identified in the Contract, the Customer is responsible for developing and maintaining data management and security procedures the Customer deems appropriate, such as application logon security, encryption of data and Malicious Code protection, and retaining source documents and maintaining a procedure that will allow the Customer to recover lost or damaged data. STONE DOES NOT GUARANTEE THAT IT OR SERVICE PROVIDER’S SECURITY PROCEDURES WILL PREVENT THE LOSS OF, ALTERATION OF, OR IMPROPER ACCESS TO, CUSTOMER CONTENT.
10.5. The Customer acknowledges that Stone and its suppliers are unable to exercise control over the content of the information, data and other material passing over any network and/or connections supplied by the Customer or its suppliers, and/or the Service, and Stone and its suppliers hereby exclude all liability of any kind for the transmission or reception of Prohibited Content of whatever nature.
11. SUSPENSION
11.1. Service provider may, without terminating the Service(s) or any part thereof, suspend provision of any Service(s) or any part thereof, in whole or part, and Stone shall not be obliged to provide any Service(s) that Service Provider has suspended in accordance with this provision, for the period of such suspension:
11.1.1. with immediate effect if the Customer in breach of Clause 7.1.4, 7.2 and/or Clause 7.3; and/or
11.1.2. immediately upon written notice if the Customer is in breach of any other material obligation under the Contract and, in the case of remediable breach, the Customer fails to remedy that breach within five (5) Working Days of written notice of the breach; and/or
11.1.3. immediately upon written notice if the Customer becomes Insolvent; and/or 11.1.4. with immediate effect if the Customer’s use of the Service(s) is damaging or
disrupting the proper functioning of the infrastructure and/or equipment used to provide services to Service Provider’s other customers; and/or
11.1.4.11.1.5. for the purpose of carrying out scheduled or emergency maintenance, provided such scheduled maintenance and emergency maintenance is carried out in accordance with this Agreement; and/or
11.1.5.11.1.6. to substitute, change, reconfigure, relocate or rearrange a Service, as agreed with the Customer; and/or
11.1.6.11.1.7. with immediate effect if Stone or Service Provider is obliged to comply with the order, instruction or request of a court, government, emergency services organisation or other competent judicial, governmental, administrative or regulatory authority; and/or
11.1.7.11.1.8. where (i) Stone or Service Provider receives notice from a third party alleging that the Customer is using the Service(s) to infringe third party Intellectual Property rights and (ii) Stone or Service Provider has reasonable grounds to believe that the third party’s claim has merit or (iii) Stone or Service Provider, acting reasonably, considers it necessary to suspend the Service(s) in order to avoid or mitigate its own liability in respect of the alleged infringement.
12. TERM AND TERMINATION
12.1. The agreement for the provision of Connectivity Services shall commence on receipt by Stone of the Customer’s Order. The Connectivity Service(s) shall commence on a date to be confirmed to the Customer by Stone and shall continue unless terminated in accordance with the General Terms, until the expiry of the minimum term specified in Service Specification (the “Minimum Term”) and shall automatically extend for a period equal to the Minimum Term (the “Extended Term”) at the end of the Minimum Term and at the end of each Extended Term. The parties may agree in writing, not later than 30 days’ before the end of the Minimum Term or the relevant Extended Term, to terminate this agreement at the end of the Minimum Term or the relevant Extended Term, as the case may be.
13. GENERAL
13.1. Stone shall have the right, by serving notice to the Customer, to amend the Service(s) at any time when this is required to comply with any applicable statutory or regulatory requirements, providing that the relevant provisions of section 2 and/or 11 are complied with, as applicable in the circumstances.
13.2. The Customer understands that its service agreement is exclusively between itself and Stone, that there is no privity of contract and therefore no contractual relationship between itself and Service Provider, and that where Service Provider acts it does so on behalf of Stone.
PART B: End User Terms & Conditions imposed by the Service Provider(s).
The Customer should be aware of the fact that Stone is unable to vary any of the provisions contained in the following Part B.
