1 Commencement and Duration of this Agreement

1.1 This Agreement commences on the date you accept these terms (by clicking on the "I accept" button during the registration process) (the "Commencement Date") and will continue for an initial term of 12 months (the "Initial Term") and indefinitely thereafter unless terminated earlier by either party in accordance with Clause 13 of this Agreement. Our Acceptance of your application for Broadband services is subject to us performing a credit check on you and being satisfied in all respects with the outcome of the credit check.

2 Our Provision Of The Services

2.1 We will provide the Broadband services (the "Broadband Services") to you with reasonable skill and care and in accordance with the provisions of this Agreement. Whilst we will use our reasonable endeavours to begin providing these Broadband Services by any date provisionally agreed with you, we have no liability for any failure to meet any date. We can only provide services in areas of the United Kingdom in which we are technically able to offer Broadband services from time to time.

2.2 In order to use the Broadband Services, you need an existing telephone line and a personal computer of a minimum specification. You must also ensure that compatible cables and extension leads are used to and from your telephone socket, modem and PC in order to use the service. You acknowledge that we are dependent upon certain third parties to install and provide the Broadband Services to you. You also acknowledge that there may be technical limits that prevent us from delivering an operational service to you. We will endeavour to provide the Broadband Services to you at the access rate you choose but, due to congestion within the network, the speed of service may be reduced at times.

2.3 We do not undertake to provide a fault free service. If, however, a fault occurs, you should report the fault by telephone, electronic mail or in writing to the Support Service. We will let you know as soon as reasonably practicable of any periods of downtime of the Support Service.

2.4 Modem Support: 21st Click offers technical support on all modems purchased during the registration process. If you choose to use your own modem we may have to refer you back to your supplier for technical advice

2.5 We may suspend the Broadband Services including during scheduled periods of downtime where necessary for operational reasons such as repair, maintenance or improvement of the Services or because of an emergency. 21st Click will restore the Services as soon as it reasonably can after suspension.

2.6 We may, for operational or other reasons, change any codes or the numbers allocated to you or the specification of the Services but any such changes will not materially affect the Broadband Services.

2.7 We reserve the right to vary the Content (as defined in clause 5.2 below) from time to time in our sole discretion and do not guarantee or warrant that any particular item or items of Content will be available at any given time or at the commencement of the Services.

2.8 We may immediately suspend your access to the Broadband Services in the event that you do not pay an invoice in accordance with Clause 3.

3 Charges And Deposits

3.1 You agree to pay us the charges as detailed in our Price List (the "Fees").

3.2 We will send you your first bill shortly after we begin providing the Broadband Services. We will send you a further bill every month, but we may send you a bill at anytime. We will send bills to the address on your registration details or any other address you ask us to. We also reserve the right to issue bills by e-mailing these bills to you every month (although we reserve the right to send you a bill by e-mail at any time).

3.3 During the registration process, we will ask you to complete/provide a payment by credit card to enable us to collect payments for your account, and for any additional services that we may provide to you. If you seek to discharge your account in a manner other than by way of direct debit or credit card (e.g. cheque or cash) we reserve the right to levy an additional administration charge as detailed in our Price List.

3.4 You must pay all charges and rentals in accordance with your credit card authority, or if, for some reason, your credit card payment fails, in accordance with the time for payment detailed in your bill. You must pay all deposits when we ask for them.

Failure to pay.

3.5.1 If your electronic payment is rejected, or becomes, or is, invalid or unavailable, thereby preventing us from recovering the sums due under your account within 4 days following the due date for payment, we reserve the right immediately to withdraw your access to the Broadband Services. You will also be charged an administration fee as detailed in our Price List.

3.5.2 In these circumstances, you will be sent a letter giving you 10 days in which to arrange for your account to be discharged in full.

3.5.3 If, in response to our letter, you provide us with your valid payment details so as to enable us to collect the sums due on your account, we will re-apply for payment. If your proposed electronic payment method is still rejected, invalid or unavailable, or if your account remains outstanding for any other reason, 18 days after the original due date for payment, then (i) you will be charged a further administration fee (as detailed in our Price List) together with a fee for the submission of a further warning letter (again as detailed in our Price List), and (ii) a letter will be sent to you requesting the discharge of your account in full, and/or for appropriate arrangements to be made with us for your account to be discharged, which must be effected within 7 days from the date of this letter, failing which we reserve the right to refer your outstanding account to 21st Click’s credit control department.

3.5.4 If your account remains unpaid for a period of 25 days after the original due date for payment, a security deposit of three times your average monthly invoice will be required before we reinstate your Broadband Services.

3.5.5 If your account remains unpaid for a period of 32 days after the original due date for payment, your service will then be terminated and your account will be referred to 21st Click's credit control department for it to take the appropriate action to collect the outstanding sums.

3.5.6 If we are required to instruct our solicitors or other professional advisers to collect any outstanding sums on your account, you will be responsible for, and we will look to you to discharge, those costs that are incurred by us in taking such action.

3.6 You must ensure that the account holder's name is the same as the name on the payment details that are provided.

3.7 If you currently receive a Broadband service from an alternative supplier you are responsible for any contractual agreement you have with them and any liabilities you may incur for terminating your current agreement.

3.8 If you change address, you may transfer the Broadband Services to your new address on payment of the Moving Fee.

4 Equipment

4.1 You will ensure that any equipment that you attach (directly or indirectly) to the Broadband Services is technically compatible with the Broadband Services and that its use does not breach any relevant legislation or telecommunications industry standards.

5 Your Use of the Broadband Services

5.1 These Broadband Services are provided solely for your use and you cannot resell or attempt to resell the Broadband Services (or any part of it) to any third party. In addition, if you have a mail server, you must not allow relay emails from outside your domain from your mail server.

5.2 We do not warrant or guarantee the accuracy or completeness of any of the information, sound, software and any other materials (in whatever form) and services made available to you as part of the Broadband Services (the "Content") or any further information or results which may be derived from it. You acknowledge that you will not rely on any Content in making any business or other decision and that your use of the Content is at your sole risk.

5.3 Please note that there may be additional conditions (either ours or those of a third party) displayed on line relating to particular Content. These conditions will also form part of this Agreement should you access such Content.

5.4 You are entirely responsible for evaluating any goods or services offered by third parties via the Broadband Services or on the Internet. We will not be a party to or in any way be held responsible to you for any transaction between you and third parties.

5.5 You warrant that any information you make available on your website, both yours ("Customer Information") or that of a third party ("Third Party Content") is and will remain wholly accurate and will not include any information or material, any part of which, or the accessing of which or use of which, would be a criminal offence or is otherwise unlawful.

5.6 You also warrant that you will comply with all consumer and other legislation, instructions or guidelines issued by regulatory authorities and relevant licences which relate to the provision of the information on your website including those notified by us to you.

5.7 You must not use the Broadband Services:

5.7.1 in a way that breaches any legislation or any licence applicable to you or that is in any way unlawful or fraudulent; or

5.7.2 to deliver, knowingly receive, upload, download, use or re-use any information or material which is abusive, defamatory, obscene or menacing, or in breach of any copyright, privacy or any other rights; or

5.7.3 to send or procure the sending of any unsolicited advertising or promotional material; or

5.7.4 in a way that does not comply with our specific instructions.

5.8 You will fully indemnify us against any actual or potential claims or legal proceedings against us by a third party because of your use of the Broadband Services in breach of the provisions of this Clause 5. We shall notify you of any such claims or proceedings and inform you regularly as to the progress of such claims or proceedings.

5.9 You acknowledge that Broadband Services are provided to other users and we owe a duty to these users as a whole to preserve our network integrity and avoid network degradation. If, in our reasonable opinion, we believe that your use of the Broadband Services has or may adversely affect such network integrity or may cause network degradation we may change your chosen access rate or manage your Broadband Services as we see fit in the circumstances.

6 Access and Security

6.1 You will at all reasonable times, provide our employees and agents, and anyone acting on 21st Click's behalf producing a valid identity card, with access to the Location. We will normally only require access during normal working hours but may, require you to provide access at other times, on reasonable notice.

6.2 Our employees and agents will observe your reasonable premises regulations, as previously notified to us in writing. You will provide a suitable and safe working environment for our employees and those of any third parties who assist us in providing the Broadband Services to you.

6.3 You will use your reasonable endeavours to provide personnel, resources and any other information as we reasonably require, to assist us in the provision of the Broadband Services to you.

7 User names and Passwords

7.1 You must ensure that user names and passwords used in connection with the Broadband Services are kept confidential and are only used by authorised users. Please inform us immediately if you know or suspect that a user name or password has been disclosed to an unauthorised user or is being used in an unauthorised way. You must not change or attempt to change a user name without our written consent.

7.2 We reserve the right (at our sole discretion):

7.2.1 to suspend user names and password access to the Broadband Services if at any time we think that there has been or is likely to be a breach of security; and

7.2.2 to ask you to change any or all of the passwords you use in connection with the Broadband Services.

7.3 You must inform us immediately of any subsequent changes to the information you supply to us when you register for the Broadband Services.

7.4 You accept and acknowledge that the Broadband Services, as other Internet applications, is not secure and we do not guarantee the prevention or detection of any unauthorised attempts to access the Broadband Services.

8 Personal Data

8.1 We may contact you before, during and after the term of this Agreement in order to administer, evaluate, develop and maintain the Broadband Services. Please note that we may record your telephone calls to us and we will keep a record of personal information you provide to us in connection with the Broadband Services.

8.2 We will comply with our obligations under the Data Protection Act 1998 and other any applicable data protection legislation. You are also required to comply with all data protection legislation. In addition, you must maintain all required registrations, including those reasonably requested by us to enable us to process your personal data in connection with our performance of our obligations under this Agreement.

8.3 By registering for the Broadband Services you consent to our using and/or disclosing your personal information for the following purposes:

8.3.1 processing your application (which may involve credit checking by a licensed credit reference agency who may record that a credit check has been made and disclosing certain personal and account details to a bank for the purposes of setting up a direct debit account);

8.3.2 providing or arranging for third parties to provide Customer Care/Help Desk facilities and billing you for the Broadband Services (which may involve disclosing your information to third parties solely for those purposes); and

8.3.3 to selected third parties for the purposes of providing and operating the Broadband Services and installing Equipment.

9 Intellectual Property Rights

9.1 You warrant that you are the owner of, or that you are authorised by the owner of, any trade mark or name that you wish to use as your registered Domain Names ("Domain Names") and use as part of your uniform resource locator ("URL").

9.2 If we undertake Domain Names and URL registration on behalf of you, you will reimburse us for any registration fees paid by 21st Click to the Internet registration authorities. We do not guarantee that any Domain Names or URL requested by you will be available.

9.3 We may require you to select a replacement Domain Names or URL and may either refuse to provide or may suspend the Broadband Services if we reasonably believe that the Domain Names or URL is, or is likely to be, offensive, abusive, defamatory or obscene or in breach of the provisions of Clause 5.7.

9.4 Any patents, design rights, know-how, copyrights, trade marks, the right to use software and all other similar proprietary rights (whether registered or unregistered) worldwide ("Intellectual Property Rights") relating to the Broadband Services or arising during the development of the Broadband Services, belong to us or to a relevant third party.

9.5 The Content is protected by copyright, trademark and other Intellectual Property Rights, as applicable. You must not and must not permit anyone else to copy, store, modify, distribute externally, broadcast or publish any part of the Content, and the Content may only be used for your own purposes.

10 Software

10.1 Where we provide software to you to enable you to use the Broadband Services ("Software"), we grant you a non-exclusive, non-transferable licence to use the Software solely for the term and purposes of the Agreement. You may need to sign agreements reasonably required by the owner of the copyright in the Software to protect the owner's interest in that Software for you to be able to use the Software.

10.2 Except as permitted by applicable law or as expressly permitted under this Agreement you cannot de-compile or modify the Software, or copy the manuals or documentation.

10.3 We may offer updates or modifications to the Software or documentation and we will notify you of any applicable charges for such updates or modifications at the time we offer them to you.

11 Intellectual Property Right Indemnity

11.1 You will fully indemnify and hold us harmless against all claims and proceedings arising from infringement of any third party's Intellectual Property Rights by reason of your use or publication of the Customer Information, the Content or Third Party Content.

12 Limitation of Liability

12.1 Nothing in this Agreement excludes each party's liability with respect to death and personal injury resulting from the negligence of that party, its employees, agents or subcontractors or for fraudulent misrepresentation or under the tort of deceit.

12.2 Neither party shall be liable to the other, either in contract, tort (including negligence) or otherwise for direct or indirect loss of profits, business or anticipated savings, nor for any indirect or consequential loss or damage or for any destruction of data.

12.3 Subject to Clauses 12.1 and 12.2, our liability to you in contract, tort, negligence or otherwise arising out of or in connection with this Agreement shall for any one incident of series of related incidents be limited to the annual fees paid by you to us in the year in which the liability first arose.

12.4 We are under no obligation to edit, review or modify Customer Information or Third Party Content. However, we reserve the right to remove any Customer Information or Third Party Information without notice. For the avoidance of doubt we do not pro-actively monitor messages that you may post on our managed sites, but we reserve the right to remove such message at our sole discretion.

12.5 You acknowledge that in providing the Broadband Services we are not engaging in "investment business" (as defined in the Financial Services Act 1986 (FSA) nor is any Content intended to be an "investment advertisement" for FSA purposes.

12.6 We exclude all liability of any kind in respect of:

12.6.1 Customer Information, Third Party Content, Content and any other material on the Internet which can be accessed using the Broadband Services and we are not responsible in any way for any goods (including software) or services provided by third parties advertised, sold or otherwise made available by means of the Broadband Services or on the Internet;

12.6.2 the accuracy, completeness or suitability for any purpose of any Content; and

12.6.3 the acts or omissions of other providers of telecommunications or Internet services (including Domain Name registration authorities) or for faults in or failures of their equipment.

13 Termination of this Agreement

13.1 We may at any time (whether during the Initial Period or otherwise) terminate this Agreement giving 90 days notice to you.

13.2 We may at our sole discretion terminate this Agreement or suspend the Broadband Services immediately, in the event that;

13.2.1 we are directed by any competent authority to cease the provision of the Broadband Services or any part of it; or

13.2.2 you fail to pay any charges for the Broadband Services; or

13.2.3 any credit card or direct debit details submitted by you for payment are found not to be or cease to be valid; or

13.2.4 if you use the Broadband Services in contravention of any of Clauses 5, 7 and 9; or

13.2.5 your contract with us or your telecoms provider for your direct analogue exchange line is terminated; or

13.2.6 our contract with any third party who assists us in providing the Broadband Services to you is terminated; or

13.2.7 we become aware of any breach of third party Intellectual Property Rights caused by the Customer Information or the Third Party Content.

If we suspend the Broadband Services in accordance with this Clause 13.2, we may, at any time following such suspension (and if the circumstance in Clause 13.2 remains) immediately terminate the Agreement.

13.3 You have the right to cancel this agreement by giving written notice within 14 days from the date of acceptance of this agreement. If we have supplied you with a Modem you must either pay for the Modem or return such (the) Modem to us (at our request) in the prepaid postage package we send you and we will refund you for any payment received from you for such Modem if returned in perfect working order. (it’s original package un-opened).

13.4 You may terminate this Agreement on giving at least 1 month's notice, such notice to be effective no earlier than the end of the Initial Term (which is the first 12 months period from the Commencement Date). You must pay all Fees for the Broadband Services until the date on which the termination notice expires.

13.5 You may also terminate this Agreement at any time on giving at least 1 month's notice if you move to a new address to which it is not possible to provide the Broadband Services on production of proof of your changed address.

13.6 Either party may terminate this Agreement immediately, on notice, if the other commits a material breach of this Agreement and fails to remedy the breach within 28 days of a written notice to do so.

13.7 Upon termination or expiration of this Agreement registration to any of our services or those of third parties provided in the course of and/or for the purposes of the Broadband Services will cease at such time as the provision of the Broadband Services ends.

14 Force Majeure

14.1 Neither party will be liable to the other for any failure to deliver the Broadband Services or for any breach by it of this Agreement, where such failure or breach is due to a reason outside the reasonable control of such party, including, but not limited to: lightning, exceptionally severe weather, fire, explosion, war, industrial disputes, government action or regulation or national or local emergency. If such failure to deliver continues for more than 3 months after the commencement of such failure, then either party may terminate this Agreement on notice in writing to the other party.

15 General Provisions

15.1 We may change the provisions of this Agreement (including the charges) at any time, provided that we will give you notice of the changes at least 14 days before the change is to take effect at which time you may terminate this Agreement if the change materially affects the Broadband Services.

15.2 This Agreement represents the entire understanding between the parties in relation to its subject matter and supersedes all agreements and representations made by either party, whether oral or written.

15.3 The parties acknowledge and agree that:

15.3.1 the parties have not been induced to enter into this Agreement by any representation, warranty or other assurance not expressly incorporated into it; and

15.3.2 in connection with this Agreement the parties' only rights and remedies in relation to any representation, warranty or other assurance are for breach of this Agreement and that all other rights and remedies are excluded, except in the case of fraud.

15.4 This Agreement does not create any rights under the Contracts (Rights of Third Parties) Act 1999 that are enforceable by any person who is not a party to it but this does not affect any right or remedy of a third party which exists or is available apart from that Act.

15.5 Notices given under this Agreement must be in writing and may be delivered by hand, courier or first class post, by fax or e-mail to the following addresses:

(a) to us at the relevant address provided during the registration process for 21st click or any alternative address which 21st Click notifies to you;

(b) to you at the relevant postal or email address provided as part of the details which you submit during the registration process.

15.6 Neither party may assign sub-contract or transfer any of their rights or obligations under this Agreement without the prior written consent of the other party, except that 21st Clicki may assign or transfer its rights and/or obligations to any Affiliate from time to time without the prior written consent of the Supplier.

15.7 If any part, term or provision of this Agreement is held to be illegal or unenforceable the validity or enforceability of the remainder of this Agreement will not be affected.

15.8 If either party delays in acting upon a breach of this Agreement that delay will not be regarded as a waiver of that breach. If either party waives a breach of this Agreement that waiver is limited to that particular breach.

16 Law

16.1 This Agreement will be governed by and construed and interpreted in accordance with the law of England and Wales and the parties submit to the exclusive jurisdiction of the English Courts.

17 Paying by Direct Debit

17.1 All the normal Direct Debit safeguards and guarantees apply. No changes in the date, frequency or amount to be debited can be made without notifying you at least 10 working days in advance of your account being debited. In the event of any error, you are entitled to an immediate refund from your Bank or Building society. You have the right to cancel a Direct Debit Instruction at any time simply by writing to your Bank or Building society, with a copy to us.