Terms and Conditions

XLN Telecom Services
Specific agreement for Broadband

XLN Telecom Services

Tarrif - You will be charged for line rental and calls at the rates shown in our tariff guide (full prices list is shown at www.xlntelecom.co.uk)
Payment - Monthly invoices are to be paid by Direct Debit. You will be charged £2.95 + VAT (Basic)/£5 + VAT (Total Business) administration fee for any monthly payments tendered by other means. Any unpaid invoice will incur a £6.84 administration charge that will be included on your next monthly bill.
Contract length - The duration is specified on the contract that we posted to you and is on a rolling basis which automatically renews at the end of the period.
Cancellation - If you wish to end your contract with us, you may do so at the end of any contract renewal period, providing you give us a minimum of 42 days prior written notice. If you wish to end your contract with us without giving us the required notice, you will be charged your monthly line rental and package fees in advance up to the end of your contracted date or a minimum disconnection fee of £199 + VAT should you terminate your contract within 3 calendar months of your legal termination date.

1. Service

This agreement covers the provision by XLN Telecom Ltd. (XLN) to you of our telecommunication services. We may vary these Terms and Conditions at our discretion and at any time by giving you not less than 42 calendar days written notice in advance inclusive of the date of posting. If you have subscribed to XLN Broadband, a separate agreement will be sent to cover the terms.

2. Wholesale line rental (WLR)

WLR means that XLN will bill you for line rental of your BT^TM line and BT Openreach^TM will continue to maintain your line and fix any faults that may occur. You acknowledge that in order to avoid delays occurring in the ordering process, XLN will need to be notified by BT^TM of any products or services presently in use on your line that are incompatible with the WLR service. BT^TM is under a strict duty not to disclose information about a customer’s telephone services to a third party unless the customer has consented to such disclosure. In entering into this agreement you give consent to BT^TM to disclose such information to XLN. You also give XLN authority to act as your agent to arrange connection onto XLN services. If XLN is unable to take over the billing of your line rental, for whatever reason, you hereby authorise us to carry your phone calls only through CPS (see below).

3. Carrier pre-selection (CPS)

Carrier Pre-Selection is the routing of your phone calls through a carrier other than BT^TM. Your phone line(s) are still maintained by BT^TM engineers but the calls are carried on another network. We may select and at any time change any carrier or other service provider for the purposes of providing the CPS service. You hereby irrevocably authorise us to give all notices, nominations and other authorisations necessary for us to provide the CPS service.

4. Duration

This agreement will have the duration specified on the contract, which was included with your application confirmation letter and will be automatically renewed at the end of the period unless and until either of us gives the other written notice of termination at least 42 days before the relevant anniversary. The agreement may be ended immediately by you if we break a term of this agreement, which after written notice has not been rectified within 14 days. If we have given you at least 42 days notice at any time varying these Terms and Conditions (excluding variations to charges, payments or prices) and you consequently do not wish to continue our services, then before our notice of variation expires you may give us 14 days written notice to terminate this agreement but to ensure continuity time will be of the essence for your notice to be received by us and if we have not received your notice within that time, this agreement will continue on these terms as varied. Either of us may end this agreement without notice if the other stops trading or becomes insolvent or wound up. We may end this agreement without giving you notice if you break any of your obligations under clause 6 & 8. On termination of this agreement for whatever reason, you will:

a. Immediately pay any outstanding invoices.
b. Be responsible for any required engineering reprogramming costs for you to use an alternative supplier. In addition, if you terminate this agreement prior to the end of the period specified on the application form and after your account has been provisioned (except if you terminate, in accordance with the provisions of this agreement, as a result of our breach or insolvency or winding up), you will:
c. Reimburse XLN for any costs incurred in releasing you from your contractual obligations with BT^TM prior to transferring you to the XLN service (if applicable).
d. Pay us (in addition to clauses 4a and 4b) your monthly line rental in advance up to the end of your contractual agreement date or a minimum disconnection fee of £199 + VAT should you terminate your contract within 3 calendar months of your legal termination date.

5. Charges

XLN charges you for using the services covered by this agreement. Initially you are charged at the rates specified on the application form or published in our price lists. Please note:

a. Charges are calculated from data recorded by us and not from your own records.
b. Where a direct debit is unpaid due to insufficient funds or cancellation, a £6.84 administration charge will be included on your next monthly bill.
c. A Charge of £6.84 may be charged for restricting out going calls due to late payment of an invoice. A charge of up to £20 will be added to your next bill to reinstate services suspended due to continued non payment of an invoice. We may lower our prices and will endeavour to inform you at least 14 days in advance of any such change. If, during the first 12months of this agreement, we are forced to increase our call charges to an extent greater than the increase in the Retail Price Index for the relevant period, you may end this agreement without paying the disconnection fee. Your service will be transferred back to BT^TM without interruptions and at no cost to you. All XLN charges are subject to VAT at the prevailing rate (currently 15%).
d. Line rental, service charges and call packages are billed one month in advance.
e. XLN will charge £109.99+ VAT to reinstate lines that have been ceased due to non payment

6. Payment terms

a. Monthly variable Direct Debit is the only means of payment of XLN invoices and XLN reserves the right to refuse customers not wishing to pay by Direct Debit.
b. You will be notified of any problems with your payments or direct debit instruction. Arrears and/or unwillingness to maintain payment by direct debit may result in your lines being restricted.
c. In particular, if you fail to pay any sum due, we shall be entitled to charge interest on the amount due at the rate of four percent (4%) above the Barclays Bank Plc base rate ruling from time to time calculated from the due date until collection.
d. Cancellation of the direct debit does not constitute notice of cancellation of the contract.
e. You are protected at all times by the Direct Debit guarantee as detailed below.
f. XLN will charge an Administration fee for payments tendered by means other than direct debit or credit/debit card standing order. XLN reserves the right to increase this amount without notice. Basic Tariff - £2.95 + VAT. Total Business Tariff £5 + VAT.
g. XLN reserves the right to perform a credit check with no prior given notice on any legal entity, and to pass the entity’s credit history with XLN on to other credit agencies and/or County Court.
h. XLN reserves the right to at any time request a deposit, paid in advance, from the entity should periodical credit checks reveal insufficient credit scoring or County Court Judgments or if unusual usage and call charges are incurred. Should this request not be met within 30 days of notification by us we reserve the right to terminate the contract and to demand full and final outstanding balance settlement with immediate effect.
i. XLN may, at its sole discretion and at any time, impose a credit limit on your account. Any credit limit imposed can be amended without prior notice. If you exceed any such credit limit we may demand immediate payment of the Charges and/or suspend the Service; and you will still be responsible for all Charges incurred including those exceeding the credit limit.
j. XLN will charge a £199 + VAT disconnection fee should your contract be terminated due to non-payment.
k. Total Business Tariff only - XLN will charge a £5.00 + VAT fee for bills sent by means other than E-billing.

7. Pricing

a. If BT^TM Retail offers you a tariff that we are unable to beat we will stop billing you for local and national calls until the expiry of your contract with XLN Telecom.
b. The comparison for the challenge will be made by recalculating the cost of each individual call at the current prevailing BT^TM rates for the tariff closest to that which applied on your last BT^TM bill and only in the event that XLN Telecom has reviewed our tariffs and have been unable to beat the BT^TM Tariff in question.
c. Unlimited Local & National call packages are available to businesses only and not residential customers.
d. Calls will be charged and inclusive allowances deducted in one minute increments (with any part minutes rounded up to the nearest minute) individual charges will then be rounded up to the nearest half penny and your total call charges rounded up to the nearest whole penny. In addition, and not withstanding the preceding sentence, there is a per call connection charge and the details of these call connection charges appear in our price list which is available on our website.
e. Fair usage policy applies to all unlimited call packages. XLN reserves the right to switch customers with excessive call volume (e.g. telemarketers, etc.) to a more appropriate tariff at any time. The customer will have the option to cancel the service at no extra charge if switching to a new tariff is not acceptable.
f. Local & National calls are numbers beginning 01 and 02 only and do not include Non-geographic numbers (0845, 0870 etc) premium rate numbers (09xx) and Internet access numbers.
g. Mobile call rates refer to calls to T-Mobile, Orange, Vodafone and O2 only.
h. International rates charged under the calling card package are billed per minute.
i. Connection charges are applied to all calls unless they are part of an inclusive call package or call to free-phone numbers. Please refer to XLN’s full price list for details www.xln.co.uk
j. Total Business tariff - if any part of the bundled services is cancelled, you will be transferred to our current standard rates for any remaining services.

8. Your responsibilities

We agree to provide you with the service as specified on the application form subject to the provisions of this agreement. You agree:

a. To use the services in accordance with this agreement, any instructions given by us from time to time and any laws, regulations and licenses which apply to the use by you of the services.
b. Not to allow an alternative supplier to override or bypass our service either through the installation of equipment or through the BT^TM local exchange.
c. To be responsible for any engineering reprogramming costs or equipment removal costs that may be required to terminate the service of any previous supplier.
d. Not to use the service to transmit any material which may be abusive, offensive, obscene, indecent, menacing, defamatory or which might cause annoyance, inconvenience or needless anxiety to anyone or to commit a fraud or other criminal offence.

9. Repairs to service

a. BT Openreach^TM will continue to maintain your line and will continue to fix any faults that may occur. We will use our best endeavours to correct any defect or fault in the services provided to you as rapidly as possible. Customer Service & Fault Notification:0844 880 9000.
b. XLN reserves the right to apply £85 +VAT engineering call out charge if a fault is found to be on your own equipment or caused by accidental damage. Additional time related charges may also be added.

10. Suspension of service

We may suspend the service (without being liable to compensate you):

a. In the event of a local or national emergency.
b. To comply with a request from a government or other competent authority.
c. To protect or provide service to rescue or other essential services or otherwise.
d. To maintain the quality of our services.
e. If we reasonably believe that you will fail to pay any amount due to us (whether or not we have issued you an invoice).
f. If an event occurs which is beyond our reasonable control.
g. If you break any part of this agreement.
h. If we have good reason to suspect fraudulent activity or misuse of our services or any other breach by you of this agreement.

11. Liability

a. Neither of us will have to compensate the other for any detrimental event beyond the other’s reasonable control.
b. In this agreement, ‘beyond reasonable control’ includes any act of God, reduction or failure of power supply, other telecommunication operators and suppliers or their equipment including access lines, act or omission of national or local government authority, war, act of terrorism, military operation, riot or delay, employee dispute, or supply of equipment by third parties.
c. In any event, we will not have to compensate you for any harm to your business, lost revenues, loss of anticipated savings, lost profits or other indirect, consequential or special losses nor for any charges incurred by you with another call carrier.
d. Without prejudice to this our liability to you in contract or tort arising under or in connection with this agreement shall be limited to a refund of our line rental charges for the period during which you were unable to use the services and in no event shall our liability to you for any event or series of connected events exceed £500. We do not limit our liability for death or personal injury resulting from our negligence.

12. General

You may not transfer this agreement or any rights under it without our prior written consent. If any provision or condition of this agreement shall be invalid or unenforceable, the remaining terms shall continue to apply. This agreement and the documents referred to in it represent the entire contract between us, to the exclusion of any terms subject to which you may accept, or purport to accept, the service. Any variations (other than changes made in accordance with this agreement) shall be accepted by both of us in writing. If there is any inconsistency between this agreement and the application form, the application form shall take precedence. Any failure by either of us to enforce any right shall not be deemed a waiver of any such right. The English Courts shall have exclusive jurisdiction for the purposes of determining any dispute or other matter which arises out of or in relation to this agreement. Any notice or other communications by us to you will be made to your current billing address held with XLN Telecom and shall be valid and effective as soon as sent to you whether received by you or not. Any communications by you to us must be sent to our address below and must quote your account number and shall not be effective until received by us.

Terms and Conditions for XLN Telecom Broadband

This document sets out the Terms and Conditions of your use of the Broadband services provided by XLN Telecom ("XLN", “We”, “Us”, “Our”) and comprises the entire agreement for your use of our Broadband services ("the Agreement"). Any changes or additions to these Terms and Conditions ,the Broadband Services, or associated computer security or backup services and software must be agreed to in writing by XLN. All other terms, express or implied by statute or otherwise, are excluded to the fullest extent permitted by law.

These Broadband Terms and Conditions apply in conjunction with the Terms and Conditions of your Telephony Terms and Conditions. On cessation of the Telephony Agreement in accordance with paragraphs 4a; 4b; 4c and 4d of said agreement, paragraphs 5a; 5b and section 6 of the Terms and Conditions of the said agreement will continue to apply to this Agreement.

1 Commencement and Duration of this Agreement

1.1This Agreement commences on the date you accept these Terms and Conditions by signing the XLN Broadband application form, applying on-line, or via the telephone application 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 12 of this Agreement.

2 Our Provision Of The Services

2.1 We will provide the Broadband services and, if purchased, computer security or backup services (collectively known as 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 BT analogue telephone line and a personal computer of a minimum specification as per Clause 4. 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 You must cancel any other broadband service supplied by another company through the BT telephone landline that you wish to use to receive our broadband service and your BT telephone landline at your location must be clear of your former supplier's broadband service. Alternatively, you must provide us with a valid migration code to transfer the broadband service from your current supplier. If you have purchased a computer security service, you must uninstall any other computer security services from your computer.
2.4 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 use our best endeavours to correct any defect or fault in the services provided to you as soon as possible. We will let you know as soon as reasonably practicable of any periods of downtime of the Support Service.
2.5 XLN will not be responsible for any Faults arising from customer’s premises equipment. A £144 call out charge will be applied to engineering visits where the fault is found to be with your equipment.
2.6 Modem Support: Modems purchased directly from XLN will receive technical support. Technical support for modems acquired from any other source is therefore the responsibility solely of the modem manufacturer.
2.7 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 Broadband Services or because of an emergency. XLN will restore the Broadband Services as soon as it reasonably can after suspension.
2.8 We may, for operational or other reasons, change any codes or the numbers allocated to you or the specification of the Broadband Services but any such changes will not materially affect the Broadband Services.
2.9 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 Broadband Services.
2.10 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.
2.11 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 Charges

3.1 XLN charges you for using the Broadband Services covered by this Agreement. Initially you are charged at the rates specified on the application form or published in our price lists. All charges are exclusive of any VAT. Please note:
3.1.1 XLN will charge £69.99+ VAT to reinstate lines that have been ceased due to non payment
3.1.2 If you change address, you may transfer the Broadband Services to your new address on payment of the moving fee of £41.99 + VAT.
3.1.3 Charges for your Broadband Services will be incorporated into your monthly XLN Telecom invoice. We will send your invoice to the address on your registration details. We also reserve the right to send your invoice by email every month.
3.1.4 XLN will charge a £69.99+ VAT disconnection fee should the agreement be terminated due to non payment.
3.1.5 In the event that all telephone lines on the said agreement have transferred away or been ceased but the broadband connection is still billing on that said agreement your current tariff will increase by £3 + VAT.
3.1.6 XLN will charge £69.99+ VAT cancellation fee should the agreement be terminated within the initial term (which is the first 12 months period from the Commencement Date).
3.1.7 If you end your contract for Broadband Services with us and do not request and use a MAC, we reserve the right to charge, and you agree to pay us a cessation fee to cover any cancellation charge that we must pay BT and our associated administration costs. The cessation charge will not be payable if you are moving home and either you have subscribed to our Broadband Services at your new address or we are unable to provide the Broadband Services at your new address.

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.
4.2 Minimum system requirements:
- Windows 98 SE (Second Edition), Windows Me (Millennium Edition), Windows, 2000 or Windows XP or Macintosh operating system versions 9.1 or later
- 550MHz or above CPU
- A minimum of 20 GB available hard disk space
- A minimum of 128 MB RAM
- An available USB port or an Ethernet port.

5 Your Use of the Broadband Services

5.1 These Broadband Services are provided solely for your use and you must not 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 consumers 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, including associcated computer security or backup services and software:
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 chain letters or unsolicited advertising or promotional material (“spamming”); or
5.7.4 in a way that does not comply with our specific instructions.
5.7.5 to propagate computer worms or viruses
5.7.6 to attempt to gain unauthorised entry to any site or network
5.7.7 to distribute child pornography, obscene or defamatory material
5.8 You will fully indemnify us against all losses, damages, amounts paid by way of settlement, costs and expenses (including legal fees) of whatsoever nature suffered or incurred by us arising out of or in connection with 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.
5.10 We operate a fair usage policy to protect the quality of service to our customers. If we believe your use of the broadband service is adversely affecting our network (or any part of it) or our other customers we reserve the right to manage or regulate your usage in accordance with the fair usage policy.
5.11 We may require you to reimburse us for any reasonable and foreseeable losses, costs and expenses which we incur as a direct result of the misuse of the broadband service either by yourself or by someone you have knowingly allowed to use the Broadband Service we provide to you.

6 User names and Passwords

6.1 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.
6.2 We reserve the right (at our sole discretion):
6.2.1 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
6.2.2 to ask you to change any or all of the passwords you use in connection with the Broadband Services.
6.3 You must inform us immediately of any subsequent changes to the information you supply to us when you register for the Broadband Services.
6.4 You accept and acknowledge that the Broadband Services, like other Internet applications, are not secure and we do not guarantee the prevention or detection of any unauthorised attempts to access the Broadband Services.

7 Personal Data

7.1 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 with us and we will keep a record of personal information you provide to us in connection with the Broadband Services.
7.2 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.
7.3 By registering for the Broadband Services you consent to our using and/or disclosing your personal information for the following purposes:
7.3.1 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);
7.3.2 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
7.3.3 to selected third parties for the purposes of providing and operating the Broadband Services.

8 Intellectual Property Rights

8.1 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").
8.2 If we undertake Domain Names and URL registration on behalf of you, you will reimburse us for any registration fees paid by XLN Telecom to the Internet registration authorities. We do not guarantee that any Domain Names or URL requested by you will be available.
8.3 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.
8.4 Any patents, design rights, know-how, copyrights, trade marks, the right to use software and all other similar intellectual property proprietary rights (whether registered or unregistered) worldwide ("Intellectual Property Rights") relating to the Broadband Services, including backup and computer security software packages, or arising during the development of the Broadband Services, belong to us or to a relevant third party.
8.5 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.

9 Intellectual Property Right Indemnity

9.1 You will fully indemnify and hold us harmless against all losses, damages, amounts paid by way of settlement, costs and expenses (including legal fees), of whatsoever nature, suffered or incurred by us as a result of any claims or 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.

10 Software

10.1 Where we provide software to you to enable you to use the Broadband Services, including backup and computer security 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 use this software at your own risk. You agree to use the software only in accordance with the End User License Agreement, which you will be required to accept in order to install the software.
10.2 Any software provided to you as part of the Broadband Services is provided for your use only. You must not re-sell, rent, transfer, assign or sub-license the software to anyone else. You may make one copy of the software for back up purposes, but are not otherwise allowed to copy, decompile or modify the software (in whole or in part) for any purpose unless specifically permitted by law. You may not adapt, transmit, distribute externally, play or show in public, broadcast or publish any part of the software. Except as permitted by applicable law or as expressly permitted under this Agreement you must not copy, de-compile or modify the Software (in whole or in part), or copy the manuals or documentation (in whole or in part).
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 Limitation of Liability

11.1 Nothing in this Agreement excludes or limits each party's liability with respect to death or personal injury resulting from the negligence of that party, its employees, agents or subcontractors or for fraudulent misrepresentation or under the tort of deceit.
11.2 We shall not be liable to you, whether in contract, tort (including negligence) or otherwise, for direct or indirect loss of profits, business, revenue, any contract, opportunity, or anticipated savings, loss of goodwill or injury to reputation, nor for any indirect or consequential or special loss or damage or for any destruction or loss of use of any data, including any corruption of data or losses arising from your use of or failure to use the computer security or backup services or software, whether any such losses could be reasonably foreseen by us or not.
11.3 Subject to Clauses 11.1 and 11.2, our liability to you in contract, tort, negligence or otherwise arising out of or in connection with this Agreement shall for any one incident or series of related incidents be limited to the annual fees paid by you to us in the year in which the liability first arose.
11.4 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.
11.5 We exclude all liability of any kind in respect of:
11.5.1 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;
11.5.2 the accuracy, completeness or suitability for any purpose of any Content; and
11.5.3 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.

12 Termination of this Agreement

12.1 We may at any time (whether during the Initial Period or otherwise) terminate this Agreement giving 90 days notice to you.
12.2 We may at our sole discretion terminate this Agreement or suspend the Broadband Services immediately, in the event that:
12.2.1 we are directed by any competent authority to cease the provision of the Broadband Services or any part of it; or
12.2.2 you fail to pay any charges for the Broadband Services; or
12.2.3 any credit card or direct debit details submitted by you for payment are found not to be or cease to be valid; or
12.2.4 if you use the Broadband Services in contravention of any of Clauses 5, 6 and 8; or
12.2.5 your contract with us or your telecoms provider for your direct analogue exchange line is terminated; or
12.2.6 our contract with any third party who assists us in providing the Broadband Services to you is terminated; or
12.2.7 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 12.2, we may, at any time following such suspension (and if the circumstance in Clause 12.2 remains) immediately terminate the Agreement.
12.3 You have the right to cancel this Agreement by giving written notice within 5 days from the date of acceptance of this Agreement. If we have supplied you with a Modem as part of a promotional offer you must either pay for the Modem or return such Modem to us unused and in the original undamaged packaging.
12.4 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.
12.5 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.
12.6 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, or if the other goes into liquidation, becomes bankrupt, has a receiver appointed, makes a composition or voluntary arrangement with creditors or enters into administration, or a moratorium comes into force in respect of the other (within the meaning of the Insolvency Act 1986).
12.7 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.

13 Force Majeure

13.1 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.

14 General Provisions

14.1 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.
14.2 This Agreement represents the entire agreement between the parties in relation to its subject matter and supersedes all agreements and representations made by either party, whether oral or written.
14.3 The parties acknowledge and agree that:
14.3.1 the parties have not been induced to enter into this Agreement by any representation, warranty or other assurance not expressly incorporated into it; and
14.3.2 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.
14.4 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.
14.5 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 XLN or any alternative address which XLN 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 or any alternative address that you provide to XLN.
14.6 You may not assign sub-contract or transfer any of your rights or obligations under this Agreement.
14.7 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.
14.8 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.

15 Law

15.1 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 for the determination of any dispute or other matter which arises out of or in connection with this Agreement.

16 Access to End-User Premises

16.1 To enable XLN to carry out its obligations under the Agreement, the End-Users must provide to representatives of XLN and any Broadband Access Provider access to all End-User Premises at all reasonable times, including access for the purposes of installation, inspection, maintenance, replacement, upgrade, or removal of the Broadband Access Connection and any equipment associated with it.