”Activation Charge” means the one-off Charge for connecting to Hyperoptic’s Services, charged in a Customer’s first invoice and as set out on an Order and/or as detailed in the Guide to Charges and Fees for Business Customers.

”Activation Steps” means the steps necessary to be taken by a Customer’s new and old telephone network provider in order to move that Customer’s telephone number to the new provider’s network, as set out in Clause 13.6.

“Additional Service(s)” means any Additional Telephone Plan, Additional Static IP Address(es) and/or supplementary Services and features from time to time provided by Hyperoptic in connection with the Business Broadband Service and/or Telephone Service.

“Additional Static IP Address(es)” means any static IP address(es) which is/are provided to the Customer by Hyperoptic at the Customer’s request, and which is not included in the Customer’s monthly Package Charge.

“Additional Telephone Plan(s)” means any supplementary plan(s) available for the Telephone Service from time to time, which the Customer has ordered in addition to its chosen Business Broadband Package. These are set out in Hyperoptic’s Guide to Charges and Fees for Business Customers as “Call Plans”.

“Agreement” means the Agreement described in Clause 2, which definition in relation to Clause 7 is as modified by Clause 7.3.

”Apparatus” means any apparatus (including but not limited to Equipment) which Hyperoptic installs, or arranges to be installed, at the Premises, in connection with the provision of Hyperoptic’s Services.

“Applicable Law” means any applicable law, statute, bye-law, regulation, order, regulatory policy, guidance, standard or industry code, rule of court or directives or requirements of any government or regulatory body, delegated or subordinate legislation or notice of any government or regulatory body and the common law and the law of equity as from time to time applicable to the parties.

“AUP” means Hyperoptic’s Acceptable Usage Policy, as updated from time to time.

“Battery Back-Up Unit” means a battery unit (i) which Hyperoptic sends the Customer upon the Customer’s request, (ii) which (when, fully charged and correctly installed) the Customer may use to provide the Hyperhub, optical network terminal (ONT) and/or fibre/media converter with at least 1 hour of back-up power in the event of a power failure at the Premises, and (iii) which will enable the Customer to make calls to emergency services during that period using a corded telephone plugged directly into the Hyperhub.

“Battery Back-Up Unit Fee” means the one-off Charge payable for a Battery Back-Up Unit, as set out in Hyperoptic’s Guide to Charges and Fees for Business Customers and as set out in the Customer’s Order or Order Confirmation Email.

“Building” means a property in which the Premises are located, and to which Hyperoptic provides Landlord Services under a Landlord Agreement.

”Business Broadband Package” means any of Hyperoptic’s packages for the Business Broadband Service (including any Total Wi-Fi Package), with or without the Telephone Service, (as set out in www.hyperoptic.com/business or as otherwise offered by Hyperoptic to the Customer), for which the Customer has submitted or can submit an Order.

“Business Broadband Service” means Hyperoptic’s “always on” internet service, which is included in the Customer’s chosen Business Broadband Package.

“Business Day” means any day other than (i) a Saturday or a Sunday; or (ii) a public holiday in England and Wales.

“Business Support” means Hyperoptic’s Business Support Team which can be contacted by emailing business.support@hyperoptic.com, on 0333 332 1123, or by using the ”Chat” function on the Website, 24 hours a day, 7 days a week. 03332420273 or calling 0333 332 1123, 9am-9pm Monday to Friday, and 9am-7pm Saturday and Sunday.

“Call Charges” means the Charges for calls made using the Telephone Service that are not included in the Customer’s Package Charge, calculated as detailed in the Guide to Charges and Fees for Business Customers.

“Charge or Charges” means any or all charges payable to Hyperoptic in respect of the Services as detailed in the Guide to Charges and Fees for Business Customers and/or as set out in an Order and/or Order Confirmation Email.

”Claims” means all third party claims, actions or proceedings brought or threatened against Hyperoptic arising in connection with the use or misuse of the Services or any breach or contravention of these Terms or the Agreement, as set out in Clause 12.1.

“Complaints Code of Practice” means Hyperoptic’s Complaints Code of Practice which sets out how Hyperoptic’s residential,, “small business” and “small not-for-profit organisation” customers (as more particularly defined in Clause 18.2 and in the Complaints Code of Practice) can make a complaint about Hyperoptic and/or its Services and how they can take this complaint further, if so required.

“Contract Information Document” means the “Contract Information” document, which is prescribed by Ofcom as to form and information content requirements, and which is provided to the Customer during their Order process, where their Agreement starts on or after 17 June 2022.

“Contract Summary Document” means the “Contract Summary” document, which is prescribed by Ofcom as to form and information content requirements, and which is provided to the Customer during their Order process, where their Agreement starts on or after 17 June 2022.

“Customer” means the business customer entering into the Agreement.

“Customer Free Service” means a Business Broadband Package provided to a Customer under the terms of this Agreement, for which Hyperoptic does not charge the Customer a Package Charge and in respect of which the Customer may have agreed further terms under a separate agreement with Hyperoptic.

“Direct Debit Return Fee” means the £10 Charge which Hyperoptic may charge a Customer each time any of that Customer’s direct debit payments to Hyperoptic under the Agreement is not honoured for any reason.

“Equipment” means any telecommunications or other equipment (including, but not limited to, any Hyperhub router, Minihub, wireless access point, Battery Back-Up Unit, fibre/media converter, optical network termination (ONT), socket/faceplate, cabling and other accessories), that is supplied by Hyperoptic to facilitate and enhance usage of the Services as detailed on the Website (including upgrades and replacements). This does not include any equipment purchased or acquired by the Customer from a supplier recommended by Hyperoptic or from an alternative source or supplier. This is referred to as 'additional equipment'.

”Faults” means any faults in relation to the Services other than the Customer Free Service and the Standard Service, and planned loss of service shall not be considered a Fault.

“Fibre Connector” means any Hyperoptic socket, fibre/media converter and/or ONT (optical network terminal) that Hyperoptic installs/has installed at the Premises in connection with the Services.

“Force Majeure” means any event beyond Hyperoptic’s reasonable control including, without limitation, lightning, flood, earthquake, severe weather, other natural disaster, fire, collapse of buildings, explosion, accident, terrorist activities, war, civil disorder, epidemic or pandemic, non-performance by suppliers or subcontractors, damage or vandalism to the Network, Equipment or any apparatus Hyperoptic has installed, acts or omissions of local or national governments or other competent authorities (including, without limitation, the introduction of new laws, rules, regulations or guidance), strikes or industrial disputes.

“Free Battery Back-Up Unit” means a Battery Back-Up Unit which the Customer requests and receives from Hyperoptic, free of charge, and which remains Hyperoptic’s property.

”Guide to Charges and Fees for Business Customers” means Hyperoptic’s Guide to Charges and Fees for Business Customers, setting out the list of Charges relating to Services payable by Hyperoptic’s business customers, as updated from time to time.

“Hyperhub” means any router supplied by Hyperoptic for the Customer’s use in connection with accessing the Services.

“Hyperoptic” means Hyperoptic Ltd, registered in England and Wales with company number 07222543 and having its registered office at Kings House, 174 Hammersmith Road, London, W6 7JP.

”Hyperoptic Business Order Form” means the order form (either on the Website or in paper format) which the Customer fills in and submits to order Services upon these Terms.

“Installation Fee” means the one-off Charge payable (i) where there is no existing Fibre Connector at the Premises, to install such Fibre Connector at either (a) Hyperoptic’s chosen location at the Premises (a ”Standard” Installation Fee) or (b) at the Customer’s chosen location at the Premises (a ”Bespoke” Installation Fee); or (ii) to extend a connection from an existing Fibre Connector at the Premises (again, a ”Bespoke” Installation Fee), in each case as detailed in the Guide to Charges and Fees for Business Customers and as set out in the Customer Order and/or Order Confirmation Email.

“Installation-only Service” means the provision by Hyperoptic of installation services with no additional ongoing Services, as described in the Guide to Charges and Fees for Business Customers.

”Landlord” means the landlord or manager of multiple dwelling units within a Building, as described in Clause 7 (”Multi-Tenanted Buildings”).

“Landlord Agreement” means an agreement entered into between Hyperoptic and a Landlord to provide Landlord Services to a Building (or parts(s) of a Building).

”Landlord Services” has the meaning given to it in Clause 7.1.

"Minihub” means any mesh extender Hyperoptic provides for the Customer’s use in connection with a Total Wi-Fi Package.

“Minimum Download Speed Guarantee” means the latest version of Hyperoptic’s Minimum Download Speed Guarantee, published on the Website.

“Minimum Period” means, in relation to any Business Broadband Package (other than a Monthly Rolling Package), the minimum term of the Agreement as it relates to that Business Broadband Package as stated in the applicable Order, starting from the applicable Services Start Date.

“Monthly Rolling Package” means a Business Broadband Package, purchased by the Customer in relation to a Service, with no Minimum Period but which the Customer must give 30 days’ written notice (by email or letter) to terminate (unless termination takes effect under the switching process set out in Clause 11.4.1, in which case the provisions of that Clause apply).

”My Account” means the ”My Account” section of the Website, through which the Customer can access and make certain changes to its account details and can view latest invoices.

“Network” means the network utilised by Hyperoptic to provide the Services.

”Number Porting Compensation Scheme” means the Number Porting Compensation Scheme described in Clause 13.9 and also in the Complaints Code of Practice.

“Order” means a request for provision of Services under this Agreement, submitted in the form required or such other form as is acceptable to Hyperoptic.

“Order Cancellation Fee” means the one-off Charge, payable on demand, if the Customer cancels:

(i) an Order for a Business Broadband Package during the Satisfaction Period; here the Order Cancellation Fee will cover the cost of any Services the Customer has been provided with until the time it cancels (including any costs related to installation and/or activation incurred by Hyperoptic in provisioning the Order until cancellation) – see also the Guide to Charges and Fees for Business Customers; or

(ii) an Order for the Installation-only Service, prior to Hyperoptic completing provision of that Order; here the Order Cancellation Fee will be as detailed in the Guide to Charges and Fees for Business Customers.

”Order Confirmation Email” means the email sent by Hyperoptic to the Customer confirming acceptance of the Customer’s Order.

“Package Charge” means the monthly Charge payable to Hyperoptic in advance in relation to an Order for a Business Broadband Package which is set out on an Order and/or Order Confirmation Email. Neither Call Charges nor Charges for Additional Services are included in the Package Charge.

”Porting Date” means the date the Customer’s old and new telephone network providers agree that the Activation Steps have been carried out, as set out in Clause 13.6.

“Premises” means the address specified in the Order where the Services are to be supplied.

“Privacy Policy” means Hyperoptic’s Privacy and Cookie Policy as from time to time amended.

“Re-activation Fee” means the one-off Charge, payable on demand, for Hyperoptic to reactivate a Customer’s Services once they have been terminated or suspended, as detailed in the Guide to Charges and Fees for Business Customers.

“Replacement Items Fee” means a Charge, payable by the Customer on demand, if Hyperoptic needs to repair or replace any Equipment that Hyperoptic provided to the Customer in connection with the Services. This Charge is detailed in the Guide to Charges and Fees for Business Customers.

“Satisfaction Period” means the period from the time Hyperoptic sends the Customer its first Order Confirmation Email under the Agreement for a Business Broadband Package, up to (and including) the 30th day that the Business Broadband Service being provided under that Business Broadband Package is first active for the Customer’s use at the Premises (pursuant to the Customer’s first Order under the Agreement).

“Service(s)” means any of Hyperoptic’s internet and/or telephone-related services ordered by the Customer, as set out on an Order from/on behalf of the Customer and subject to confirmation under Clause 2.3.

“Services Start Date” means, in relation to any Business Broadband Package or Additional Service, the date on which Hyperoptic notifies the Customer by email that such Business Broadband Package or Additional Service has been activated.

“Service Termination Fee” means the one-off Charge payable by the Customer, at Hyperoptic’s demand, if the Customer’s Services terminate before the end of the any Minimum Period that applies to them. The Charge is calculated by reference to the remaining length of the Minimum Period and is detailed in the Guide to Charges and Fees for Business Customers.

”SLA” means the service level agreement in relation to remedying Faults in the Customer’s Services, as set out in Clauses 9.3 and 9.4.

“Standard Service” means the Landlord Service for which the Landlord pays Hyperoptic directly, and which the Customer can access in their Premises once Hyperoptic has accepted the Customer’s Order for, and has activated, the same.

”Static IP Address Fee” means the monthly Charge for any Additional Static IP address(es) (as detailed in the Guide to Charges and Fees for Business Customers and/or as set out in the Customer’s Order and/or Order Confirmation Email).

“Terms” means these Business Customer Terms of Service.

“Telephone Service” means Hyperoptic’s telephone over internet service comprising access to a line or lines capable of making and receiving calls on numbers in a national or international numbering plan, including the features and functionality described on the Website (www.hyperoptic.com) and any Additional Telephone Plans from time to time added to the Customer’s Services.

"Total Wi-Fi Package” means any Business Broadband Package which includes the use of one or more Minihubs.

“Upgrade Services” means any Landlord Services (i) which the Customer may Order as an upgrade (for example with faster Service speed) or addition to the Standard Service (ii) which the Customer can access in their Premises upon Hyperoptic accepting such Order and activating the Service, and (iii) for which the Customer pays Hyperoptic directly.

“Website” means www.hyperoptic.com or any other website address notified by Hyperoptic to the Customer.

1.2. References herein to a “party” are to either Hyperoptic or the Customer and to “parties” are to both of them.

1.3. References herein to “Clauses” are to the clauses comprising these Terms. Headings used herein are for guidance only and shall not affect the interpretation of this Agreement.

2. Orders

2.1. The Customer may request provision of the Services (i) by calling Business Support on 03333 321123 and placing a telephone Order, (ii) by filling in and submitting the Hyperoptic Business Order Form either on the Website or in paper format or (iii) by submitting an Order for Services in any other way that Hyperoptic deems acceptable. Submission of an Order as per (i), (ii) or (iii) of this Clause 2.1 represents an offer by the Customer to purchase the Services on and subject to these Terms. Acceptance by Hyperoptic of an Order as provided in Clause 2.3, subject to Clause 2.3(ii), shall create an Agreement between the parties incorporating the following documents: (a) these Terms; (b) the Customer’s Order (as set out on the Hyperoptic Business Order Form and/or the Order Confirmation Email); (c) the latest applicable Contract Information Document (if relevant); (d) the latest applicable Contract Summary Document (if relevant) (e) the Guide to Charges and Fees for Business Customers; (f) the Privacy Policy; and (g) the AUP.

2.2. In the event of any conflict between the documents referenced in Clause 2.1, they shall be accorded priority in the order listed in that Clause, save where there is a conflict relating to pricing or the SLA, in which event the Customer’s Order as described at (b) in that Clause, the Contract Information Document and the Contract Summary Document take precedence over the Guide to Charges and Fees for Business Customers, which in turn takes precedence over the Terms. In the same way, the terms of any promotion set out in the Customer’s Order (as described at (b) in Clause 2.1)), the Contract Information Document and/or the Contract Summary Document take precedence over these Terms, insofar as they conflict with or differ from them.

2.3. Hyperoptic may accept Orders in its sole discretion. Orders shall be accepted only upon the dispatch by Hyperoptic of an Order Confirmation Email. No verbal communications shall be deemed to constitute acceptance nor shall acceptance be inferred from conduct (including without limitation installation under Clause 6.1). Upon delivery by Hyperoptic to the Customer of an Order Confirmation Email, such Order shall be binding on both parties. Once accepted by Hyperoptic, (i) each Order for Services shall create a separate Agreement between the parties governing provision of the Services requested therein; and (ii) any Order requesting the addition or removal of a Service to a previously accepted Order or requesting transfer to an alternative Business Broadband Package (as provided in Clause 6.4) shall be deemed an amendment to the Agreement between the parties relating to the original Business Broadband Package ordered by the Customer, reflecting the version of these Terms in force at the date of such amendment. Further, any Minimum Period in relation to such amended Services or such alternative Business Broadband Package as referred to in (ii) shall be as set out in Clause 6.4.

2.4. The Customer warrants that it contracts as a business customer and not as a consumer and that all information provided by it during the Order process and/or during the term of the Agreement is complete and accurate in all respects and is not misleading.

2.5. When ordering Services, the Customer shall provide Hyperoptic with a valid email address which Hyperopic will register, along with any other details relevant to the Customer’s account with Hyperoptic. Hyperoptic will usually use this email address to contact the Customer though may also contact the Customer in writing at the Customer’s billing address or by telephone on any mobile or fixed telephone number the Customer has provided to Hyperoptic. The Customer agrees to (i) keep such email address active and available; (ii) regularly check emails sent to such email address; and (iii) keep details in relation to its account with Hyperoptic up to date. Where it is no longer possible for the Customer to keep such email address active, it must register a new email address with Hyperoptic. The Customer can make any changes to its email information by accessing its account with Hyperoptic through the “My Account” section of the Website or by contacting Business Support by telephone or email. The Customer will be treated as having read any email which Hyperoptic may send to the email address then currently registered in relation to the Customer’s account with Hyperoptic.

3. Services

3.1. Hyperoptic shall provide each Business Broadband Package and/or Additional Service, from the relevant Services Start Date, on and subject to the terms of the Agreement.

4. Equipment

4.1. Hyperoptic shall provide the Equipment, following acceptance of an Order in accordance with Clause 2.3.

4.2. The Customer acknowledges and agrees that:

(i) the Equipment (a) remains the property of Hyperoptic; (b) may be used only to access the Services (and in accordance with any instructions Hyperoptic provides); and (c) other than in relation to returning any Equipment in accordance with Clauses 4.5 and4.6, must be retained at the Premises during the term of the Agreement and thereafter, unless Hyperoptic agrees otherwise in writing;

(ii) the Charges have been calculated on this basis;

(iii) subject to Clauses 4.5 and 4.6, if any Equipment is damaged or removed, the Customer will be liable to pay the then current cost of installation and/or replacement;

(iv) it may not at any time (a) sell (either directly or indirectly), export, re-export or transfer the Equipment to anyone else or (b) use the Equipment outside the UK; and

(v) it must promptly provide Hyperoptic with any information it requests in relation to the location of the Equipment.

Other than sub-paragraph (i)(b), this Clause 4.2 shall not apply to any Battery Back-Up Unit for which the Customer has paid a Battery Back-Up Unit Fee.

4.3. If the Customer has ordered a Total Wi-Fi Package, Hyperoptic shall send the Customer:

(i) a Minihub. If Hyperoptic finds that one Minihub is insufficient to improve the Wi-Fi signal at the Premises, Hyperoptic might send the Customer a further Minihub (though Hyperoptic shall try other means of improving the Wi-Fi signal prior to doing so); and

(ii) if there is already a Hyperhub at the Premises but this Hyperhub is incompatible with Minihubs, a new Hyperhub may be provided. If Hyperoptic does this, the Customer shall return the old Hyperhub to Hyperoptic at the address set out in Clause 4.6 (using the postage-paid packaging supplied by Hyperoptic for this purpose). The Customer is responsible for ensuring that the Hyperhub reaches Hyperoptic in good working order. If Hyperoptic does not receive it within 21 days of the Customer receiving their new Hyperhub, or does receive it but it is damaged or faulty, Hyperoptic may charge the Customer the full replacement value.

4.4. The Customer shall not: (i) do anything or allow anything to be done at the Premises that may cause damage to or interfere with the Equipment or prevent use or easy access to it; or (ii) without prejudice to the generality of the foregoing, interfere or tamper with, sell, charge, mortgage or otherwise deal in or obstruct or remove or obscure notices attached to the Equipment nor allow any third party to do any of the foregoing.

4.5. In the event of a fault with the Equipment during the manufacturer’s warranty period, the Customer may contact Business Support and return the relevant item as directed. Hyperoptic shall test and shall repair or replace the Equipment at no cost to the Customer save where Hyperoptic reasonably believes that there is no fault or that the fault is due to the act, omission or negligence of the Customer, in which event the Customer shall be liable for payment of a Replacement Items Fee.

4.6. On termination (including cancellation) of the Agreement for any reason, the Customer shall return any Hyperhub, any Minihub, any Free Battery Back-Up Unit (and, where the Customer has cancelled within the Satisfaction Period, any Battery Back-Up Unit which the Customer has purchased from Hyperoptic) to Hyperoptic at the following address: Returns, Hyperoptic Ltd., Unipart Logistics, Cowley Distribution Centre (Hyperoptic Bay 6), Garsington Road, Cowley, Oxford, OX4 2PG. The Customer shall ensure that these items reach Hyperoptic in good working order and shall use any packaging or labels which Hyperoptic provides for this purpose. If Hyperoptic either does not receive the items within 14 days after the Agreement ends or does receive them but they are damaged or faulty, Hyperoptic may charge the Customer the full replacement value .

5. Access To Premises and Permits

5.1. The Customer warrants that it is the current occupier of the Premises and either the freeholder of the Premises or a tenant under a lease with permission to install the Equipment at the Premises from the freeholder.

5.2. The Customer hereby: (i) grants to Hyperoptic a licence to perform such works as may be required to install Apparatus at the Premises, to retain and use such Apparatus so-installed and to connect to, maintain, alter, replace and/or remove the same and (ii) agrees to grant access to the Premises for Hyperoptic, its employees, agents and/or contractors to inspect the Apparatus and perform the tasks set out in (i).

5.3. In connection with installation works required to provide the Services, Hyperoptic shall cause as little disturbance at the Premises as reasonably practicable and shall repair, to the Customer’s reasonable satisfaction, any damage occasioned by it.

5.4. The Customer shall follow any reasonable instructions given by Hyperoptic in relation to the Apparatus and shall ensure that a representative is present at the Premises whenever access is required.

5.5. The Customer shall obtain any consent or permission that might be required from a third party to cross their land or install Equipment on their Premises, including procuring signature of a wayleave agreement in such form as Hyperoptic may reasonably require. Hyperoptic is not obliged to install or provide the Services unless all consents and permissions have been obtained. If the Customer fails to procure any necessary consent or permission, Hyperoptic may terminate the Agreement (with immediate effect, if Hyperoptic so wishes) and in such event the Customer shall only be charged for any costs incurred by Hyperoptic prior to the date of termination.

6. Installation and Connection

6.1. Connection to the Services takes place via either a Hyperoptic Fibre Connector or a Hyperoptic wireless access point. If no Fibre Connector is available at the Premises when the Customer places an Order (and one is required for provision of the Services) or if, under an Order, Hyperoptic agrees to move or re-wire a Fibre Connector already at the Premises or install an additional Fibre Connector at the Premises, such works shall be subject to payment of an Installation Fee.

6.2. Upon activation of the Services, save in relation to the Installation-only Service, Hyperoptic shall assign to the Customer a single static IP address, except:

(i) where the Customer has purchased a 100Mb (or slower than 100Mb) Business Broadband Service; or

(ii) in relation to any Customer Free Service,

when Hyperoptic shall assign to the Customer a dynamic IP address. Use of the aforementioned static and dynamic IP addresses shall be free of charge. Any IP address so provided, along with any further IP addresses which Hyperoptic may provide to the Customer for use, remain the property of Hyperoptic and are for use solely in connection with the Services. The Customer cannot sell them or agree to transfer them to anyone else and must not try to do so. They shall revert to and may be reassigned by Hyperoptic on disconnection of the Services or termination of the Agreement.

6.3. The speed and performance of the Business Broadband Service will depend on a number of factors, some of which are outside Hyperoptic’s control. The Business Broadband Service will operate at its fastest where the Customer uses an Ethernet cable to connect directly to its Hyperhub (or, if applicable, the Hyperoptic wireless access point in its Premises), though there will be some loss of throughput speed. Any applicable Contract Information Document and/or Contract Summary Document which Hyperoptic sent to the Customer will set out speed-related information about the Customer’s Business Broadband Service. Hyperoptic does not warrant or represent that the connection will reach any given speeds or that maximum transmission speeds can be obtained at any given time, other than as set out in the Minimum Download Speed Guarantee. Hyperoptic shall use its reasonable endeavours to inform the Customer of any issues affecting the Services and shall attempt to resolve them as soon as reasonably practicable.

6.4. The Customer may by written (email or letter) or telephone request to Hyperoptic (i) transfer its chosen Business Broadband Package to any other Business Broadband Package then available at the Premises; or (ii) add or remove any Additional Service, subject in each case to Hyperoptic’s agreement to the same. However no transfer from a Business Broadband Package with a Minimum Period to a Monthly Rolling Package will be permitted unless the Customer first terminates their existing Business Broadband Package and pays any applicable Service Termination Fee. If the Customer transfers to another Business Broadband Package during any Minimum Period applicable to their existing Business Broadband Package, the Minimum Period applicable to their new Business Broadband Package (which shall start from the date the Customer starts receiving its new Business Broadband Package) shall be whichever is longer – the remaining Minimum Period of the previous Business Broadband Package or the full Minimum Period that would otherwise apply to the new one. For the avoidance of doubt, where a Customer transfers from a Monthly Rolling Package to a Business Broadband Package with a Minimum Period, the full Minimum Period of the new Business Broadband Package shall apply. The addition or removal of any Additional Service shall not restart any Minimum Period applicable to the Customer’s Business Broadband Package.

6.5. If Hyperoptic fails to connect the Services in an Order for more than 30 days following the date that Order is accepted in accordance with Clause 2.3, and such failure does not result from the act or omission of the Customer, the Customer may terminate the Agreement in respect of the relevant Service(s) by written notice, such notice to be served at any time prior to such Service(s) being activated. In such event, any Charges already paid by the Customer in respect of such Service(s) shall be refunded to it.

6.6. The Customer agrees that any connection dates provided by Hyperoptic are estimates only. Hyperoptic shall not be liable to the Customer in contract, tort (including negligence or breach of statutory duty) or otherwise for any delay in installing or activating the Services or otherwise for any failure to achieve such dates.

6.7. Hyperoptic’s sole obligation hereunder is to make the Services available to the Customer. The Customer shall be responsible for ensuring that it is able to access the Services, including (if this is required for such access) for ensuring that it uses a router or an Ethernet cable capable of connecting to the Services. Hyperoptic shall have no liability to the Customer in contract, tort (including negligence or breach of statutory duty) or otherwise under or in connection with this Agreement for the Customer’s failure to access the Services.

6.8. The Customer may cancel this Agreement (along with the Services ordered/provided under it) at any time during the Satisfaction Period, by notifying its cancellation request to Hyperoptic either at business.sales@hyperoptic.com or on 020 3808 8634. Cancellation takes immediate effect on Hyperoptic receiving this notification. The Customer may only exercise this right in respect of the first Order for Services it makes under this Agreement which Order includes a Business Broadband Package. This right is not applicable to any further Services the Customer orders or to other changes the Customer requests that Hyperoptic makes to the Services. Where the Customer exercises this cancellation right, Hyperoptic can charge the Customer an Order Cancellation Fee, but no Service Termination Fee will be charged. On cancellation within the Satisfaction Period, the Customer must return to Hyperoptic any Equipment which Hyperoptic sent the Customer, in accordance with Clause 4.6.

7. Multi-Tenanted Buildings

7.1. This Clause 7 applies where a Landlord of multiple dwelling units within a Building has entered into a Landlord Agreement with Hyperoptic under which Hyperoptic agreed to provide Services to tenants of that Building, which the Customer can order under this Agreement (“Landlord Services”). Landlord Services include Services for which the Customer pays Hyperoptic directly (“Upgrade Services”), if any, and Services for which the Landlord pays Hyperoptic (“Standard Service”). Both the Upgrade Services and the Standard Service are Services which can be accessed in the Premises. By purchasing an Upgrade Service, the Customer may be able to choose a Business Broadband Package with a higher Business Broadband Service speed (or better Business Broadband Service coverage within the Premises) than with the Standard Service, and/or Additional Services. To receive any Landlord Services, the Customer must submit an Order to Hyperoptic in respect of the same. In addition, it may be the case that Hyperoptic is providing the Landlord with a Wi-Fi service in the common parts of the Building. The Landlord may permit the Customer to use this Wi-Fi service (but only if the Customer adheres to the AUP in respect of such use) – however, this Wi-Fi service shall not form part of the Landlord Services and the Customer shall not be Hyperoptic’s customer in respect of it.

7.2. Hyperoptic shall only provide the Landlord Services to the Customer, as set out in their Order Confirmation Email:

(i) under and in accordance with this Agreement; and

(ii) if (and as long as) the Customer complies with the terms of this Agreement.

7.3. Further, provision of the Landlord Services is subject to the terms of the applicable Landlord Agreement. Without limitation to the foregoing, the Customer accepts and agrees that Hyperoptic may suspend or terminate provision of the Landlord Services if:

(i) this is permitted under the Landlord Agreement (including, without limitation, if the Landlord fails to pay amounts to Hyperoptic when due);

(ii) the Landlord requests Hyperoptic to do so (as permitted under the Landlord Agreement); or

(iii) the Landlord Agreement terminates,

and Hyperoptic shall have no liability in relation to this. (In such circumstances, however, it may be possible for the Customer to order similar Services to the Landlord Services directly from Hyperoptic.)

7.4. If the Customer fails to pay for any Upgrade Services that it ordered, Hyperoptic may suspend or terminate provision of the same (see Clause 11.6). In addition, Hyperoptic may (if and as agreed with the Landlord) suspend provision to the Customer of the underlying Standard Service and the Customer may be prevented from using any Wi-Fi service that Hyperoptic is providing to the Landlord in the common parts of the Building, until Hyperoptic receives full payment of the outstanding amount for the Upgrade Services including any applicable interest and VAT thereon.

7.5. Hyperoptic and the Landlord shall between them deal with any problems relating to installation works in connection with the Services.

7.6. The Customer can report faults with the Landlord Services to Hyperoptic directly. If Hyperoptic incurs additional costs in investigating and fixing these faults or conducting related works at the Customer’s direction, and if so directed to the Landlord, Hyperoptic may invoice these amounts to the Customer directly. In such case, the Customer agrees to pay such amounts in accordance with these Terms.

7.7. If Hyperoptic provides the Customer with Landlord Services via one or more Hyperoptic wireless access points, Hyperoptic shall email the Customer with any details the Customer will require to access those Services. The Customer must use the same log-in details on each device the Customer wishes to connect to those Services.

7.8. The Customer acknowledges that Hyperoptic can only provide Upgrade Services while it is also providing the Standard Service In the event that the Standard Service is suspended or terminated, including without limitation if the Landlord fails to pay amounts owed to Hyperoptic, the Upgrade Services will also cease to be available. Hyperoptic shall have no liability for any such non-availability of the Landlord Services

8. Payment Terms and Charges

8.1. The Customer shall pay the Charges and any VAT that may apply in relation to them in accordance with this Clause 8. The Charges are as agreed in the terms of the relevant Order (and/or as set out in the Customer’s Order Confirmation Email). Any Charges not so agreed shall be as stated on the Website or in the Guide to Charges and Fees for Business Customers, as amended or updated from time to time in accordance with Clause 20.

8.2. All recurring Charges are payable from the relevant Services Start Date and shall be collected (along with any applicable VAT) in advance. Call Charges will be collected (along with any applicable VAT) in arrears. If possible, Call Charges will appear on the immediately subsequent invoice, but they may instead be included on a later invoice. One-off charges (along with any applicable VAT) are payable as incurred.

8.3. Save in respect of the Installation-only Service, the Customer will receive their first invoice relating to the Services on the day after the Services Start Date for their first Order for Services under this Agreement. This invoice will include a Package Charge amount (and any applicable Charges in relation to Additional Services) for the first month of Services, as well as any applicable Activation Charge and/or Installation Fee and/or other Charge in connection with the Customer’s initial Order. The Customer will receive all subsequent monthly invoices (for the next month's Package Charge and (if applicable) Additional Services, along with any unpaid Call Charges or other Charges incurred prior to that invoice) on the same date in the month as the Services Start Date (or, for any month where that date does not exist, on the last day of that month). The amount set out in an invoice, plus any applicable VAT thereon, will be debited from the Customer’s bank account, as agreed when the Order was placed, 14 calendar days after the invoice date. If this direct debit fails, Hyperoptic may attempt to take the invoiced amount by direct debit again, 5 Business Days later.

8.4. All invoices will be issued via email 14 calendar days prior to the due payment date.

8.5. Unless agreed otherwise with Hyperoptic, when the Customer places an Order, it must provide its bank account details and agree to pay invoices in respect of its Services by direct debit. The Customer shall pay all Charges by direct debit only save that the Customer may use a Hyperoptic-approved debit or credit card to pay for an Installation-only Service or (at Hyperoptic’s request) to make an interim payment relating to Call Charges incurred. The Customer shall notify Hyperoptic immediately of any change in the bank details it previously notified to Hyperoptic in connection with its Services. Hyperoptic may charge a £10 “Direct Debit Return Fee” by way of compensation for any direct debit payments which are not honoured for any reason. Further, Hyperoptic may charge the Customer a Re-activation Fee (as set out in the Guide to Charges and Fees for Business Customers) where it re-activates the Customer’s Services, after those Services have been suspended or disconnected for any reason. Where the Customer orders any Battery Back-Up Unit(s), Hyperoptic shall charge the Customer a Battery Back-Up Unit Fee in respect of the same (as set out in the Guide to Charges and Fees for Business Customers and/or the Customer’s Order or Order Confirmation Email).

8.6. The Customer shall pay all sums due in full on or prior to the due date, as provided in Clause 8.3. No deductions or withholdings are permitted except as required by law.

8.7. Hyperoptic may charge interest on overdue amounts from the due date until payment in full (whether before or after judgment) at the annual rate of 4% per annum above the base rate of Barclays Bank plc from time to time.

8.8. Hyperoptic may from time to time in its sole discretion restrict the Services on the basis of the Call Charges incurred by the Customer each month. Hyperoptic shall notify the Customer if it is likely to exceed any cap set by Hyperoptic in relation to Call Charges (and previously notified to the Customer by Hyperoptic) in any month and the Customer shall then have the option of paying a portion of the Call Charges incurred that month by credit card to avoid suspension of the Telephone Service.

8.9. Calls to Business Support will be charged at local call rates which will be free of charge at evenings and weekends using the Telephone Service and free always using the “free anytime” Additional Telephone Plan. Charges from other networks may vary.

8.10. If the Customer disputes the amount of any invoice, it shall notify Hyperoptic forthwith and shall pay any amounts not disputed. Hyperoptic will not suspend or end the Services while it investigates any dispute notified to it as provided in this Clause 8.10.

8.11. All prices shown on the Order, on the Website at www.hyperoptic.com/business and in the Guide to Charges and Fees for Business Customers are exclusive of VAT, which may be charged as applicable and shall be payable as provided in this Clause 8.

8.11. If Hyperoptic owes the Customer a refund, this will be included as a credit in the Customer’s next monthly invoice. If, at the time of the refund, the Agreement has terminated and/or no further amounts shall be invoiced to the Customer under the Agreement, Hyperoptic shall credit the amount back to the bank account from which the relevant payment for the Services was made.

8.12. If Hyperoptic owes the Customer a refund, this will be included as a credit in the Customer’s next monthly invoice. If, at the time of the refund, the Agreement has terminated and/or no further amounts shall be invoiced to the Customer under the Agreement, Hyperoptic shall credit the amount back to the bank account from which the relevant payment for the Services was made.

9. Service Interruptions

9.1. Hyperoptic may from time to time (i) alter, interrupt, suspend or make changes to the Services for operational or technical reasons; (ii) make changes to area codes, phone or access numbers; and/or (iii) make changes to technical specifications, including limits for transferring information which are associated with the Services.

9.2. Hyperoptic shall take all reasonable steps to minimise the effect of any interruptions or disruptions and try to restore the Services as soon as reasonably possible but the Customer acknowledges and agrees that: (i) it is technically impossible for Hyperoptic to provide an uninterrupted or fault-free Service; (ii) no warranty or representation is made in respect of the same; and (iii) all implied terms and conditions to such effect are excluded. If Hyperoptic makes any of the changes mentioned in Clause 9.1 or will need to suspend its Services for any of the reasons mention in Clause 9.1, Hyperoptic will try to notify the Customer of this, where the Services will be significantly affected.

9.3. Hyperoptic commits to remedy all Faults as follows:

(i) for Business Broadband Packages ordered before 27 July 2020, within 24 hours of the Customer reporting the same;

(ii) for Business Broadband Packages ordered on or after 27 July 2020,

(a) where the affected Service is Hyperoptic’s 50 Mb or 100Mb Business Broadband Service, by 23:59 on the second Business Day from and after the day on which the Customer reports the same (and for these purposes, if the Customer reports a Fault after 5.30pm on a Business Day, or at any time on a day which is not a Business Day, they are deemed to have reported it on the next following Business Day);

(b) where the affected Service is Hyperoptic’s 150Mb (or a faster than 150Mb) Business Broadband Servic e, by 23:59 on the Business Day from and after the day on which the Customer reports the same (and for these purposes, if the Customer reports a Fault after 5.30pm on a Business Day, or at any time on a day which is not a Business Day, they are deemed to have reported it on the next following Business Day); or

(iii) if applicable, within such other time period, as set out in the Customer’s Order Confirmation Email and/or Hyperoptic Business Order Form, of the Customer reporting the same.
The Customer shall report all Faults by telephoning or emailing Business Support, and giving details of the Fault, with sufficient information for Hyperoptic to identify the Customer and Services affected. The remedy time is calculated from and after the time at which a Fault is reported (or is deemed to have been reported) in accordance with this Clause 9.3 and ends when Hyperoptic closes its maintenance log concerning such Fault.

9.4. Subject to Clauses 9.5 and 9.6, in the event that Hyperoptic fails to remedy any correctly reported Fault within the applicable SLA period stated in Clause 9.3 (the “SLA Period”), it shall grant the Customer a single credit for that reported Fault as follows:

(i) if the affected Service was provided with a Business Broadband Package ordered before 27 July 2020:

(a) £25 for its 50Mb and 100Mb Business Broadband Service; and

(b) £50 for its 150Mb, 500Mb and 1Gb Business Broadband Service
(unless the parties agree otherwise in writing), such credit to be applied by Hyperoptic against the Package Charges; or

(ii) if the affected Service was provided with a Business Broadband Package ordered on or after 27 July 2020, in respect of each consecutive calendar day that the Fault remains unremedied following expiry of the applicable SLA Period (an “SLA Day”):

(a) for Hyperoptic’s 50Mb or 100Mb Business Broadband Service, an amount equivalent to either 50% of the Per Day Package Charge Amount if the fault is fixed by 1.00pm on an SLA Day or 100% of the Per Day Package Charge Amount if it is not fixed by 1.00pm on that SLA Day. The “Per Day Package Charge Amount” is the amount that Hyperoptic charges the Customer for 1 day of that Service during the period that the Fault is in effect. The total credit amount payable in relation to the Fault shall be capped at 10 times the Per Day Package Charge Amount; or

(b) for Hyperoptic’s 150Mb (or a faster than 150Mb) Business Broadband Service, an amount equivalent to either 50% of the Per Week Package Charge Amount if the fault is fixed by 1.00pm on an SLA Day or 100% of the per Week Package Charge Amount if it is not fixed by 1.00pm on that SLA Day. The “Per Week Package Charge Amount” is the amount that Hyperoptic charges the Customer for 1 week of that Service during the period that the Fault is in effect. The total credit amount payable in relation to the Fault shall be capped at 10 times the Per Week Package Charge Amount.

The Customer agrees that such payment represents the Customer’s sole remedy and Hyperoptic’s sole liability in contract, tort (including negligence) or otherwise for any beach of Clause 9.3, for Faults and for any other failures in the Services.

9.5. The SLA set out in Clauses 9.3 and 9.4 shall not apply: (i) to a Fault caused by (or as a result of) Force Majeure or by anyone other than Hyperoptic (including without limitation Faults caused by the action or inaction of the Customer or of a third party supplier) or to a failure within equipment provided by the Customer or otherwise outside the Network; (ii) if, following reporting of the Fault, Hyperoptic is unable to contact the Customer or the Customer does not provide access to the Premises when reasonably required or is unavailable to take delivery of a replacement router or fails to provide such other assistance as Hyperoptic may reasonably require; (iii) to the extent that Hyperoptic is prevented, delayed or hindered in or from remedying a Fault within the agreed remedy period as a result of Force Majeure; or (iv) if Hyperoptic is unable to find a Fault or the Customer cancels the Fault report prior to the Fault being remedied.

9.6. To be eligible for a credit (as detailed in Clause 9.4), the Customer must notify Hyperoptic by telephoning or emailing Business Support , or by such other method as Hyperoptic may from time to time permit or require as stated on the Website within 30 days from the date the reported Fault is remedied, giving details of that Fault. The Customer may only claim 1 credit per reported Fault or series of connected reported Faults.

10. Moving Premises

10.1. The Customer shall notify Business Support if it is planning to move to new premises. Hyperoptic can only provide its Services at such new premises if these are already set up to be connected to Hyperoptic’s Network at the time of the move. If Hyperoptic does provide its Services to the Customer at the new premises, Hyperoptic will be entitled to treat the Customer as a new Customer. This means that the Customer will have to go through the ordering process again and may be liable to pay an Activation Charge and Installation Fee in relation to Hyperoptic’s provision of Services at such new premises. The Customer may, however, be able to use the Equipment previously provided by Hyperoptic. The Customer should note that it may not be able to retain its existing telephone number at the new premises. Where the Customer requests (and Hyperoptic is able to provide) Services at the new premises, Hyperoptic will provide further information regarding the applicable Charges during the relevant ordering process.

10.2. If Hyperoptic cannot provide its Services at the new premises, the Customer may terminate the Agreement in accordance with Clause 11.4 below and the provisions of that Clause shall apply to such termination.

11. Term of Agreement, Suspension, Restriction and Termination

11.1. As provided in Clause 2, the Customer offers to subscribe for the Services on these Terms when it submits an Order and the Agreement between the parties starts on the date Hyperoptic accepts the Order.

11.2. The Services shall be provided with effect from the relevant Services Start Date. Hyperoptic may terminate the Agreement with immediate effect in relation to any Services without liability, at any time prior to the Services Start Date: (i) if the Customer fails a credit check; (ii) if the bank, debit or credit card details provided are not valid or incorrect; (iii) if the Customer fails to pay any Charges when due; (iv) if the Customer has previously misused services provided by Hyperoptic; (v) if Hyperoptic is unable to provide the Services to the Premises for any reason; or (vi) for any other (or no) reason at its sole discretion. If Hyperoptic terminates the Agreement as provided in this Clause 11.2 other than as a result of the Customer’s act or omission including for the reasons set out in (i) to (iv) in the preceding sentence, any Charges paid by the Customer in respect of the relevant Services shall be refunded.

11.3. The Customer may cancel the Services at any time during the Satisfaction Period, in accordance with Clause 6.8.

11.4.1. If, in relation to the Premises, the Customer decides to switch, from the Services, to another provider’s broadband and/or fixed line telephone services, under an Ofcom-prescribed switching process carried out by that other provider, that other provider may contact Hyperoptic directly (with the Customer’s permission) to arrange for the Services to terminate upon completion of the switch (Hyperoptic’s Business Customer Switching Guide sets out how this should happen). In such a case, Hyperoptic shall terminate the Services as soon as technically possible after receiving notification from the other provider that the other provider has activated the Customer’s new (switched) services. Note that Hyperoptic shall treat any switch request received from that other provider as notice to terminate the Customer’s Services per that request. If the switch completes within 30 days from the date of that request, Hyperoptic shall nevertheless be entitled to charge the Customer as if the Customer had received the Services for 30 days following that request. Any switch that completes during a Minimum Period relating to the relevant terminated Services shall be subject to payment of the applicable Service Termination Fee, as detailed in the Guide to Charges and Fees for Business Customers.

11.4.2. The Customer may terminate the Agreement or any Service (in circumstances other than those set out in Clause 11.4.1) by giving Hyperoptic at least 30 (but no more than 180) days’ written (by email or letter) notice, and in order for a notice period longer than 30 days to be applied to such termination, this longer notice period must be specified as an exact number of days (or using an exact termination date) and be requested by the Customer in such written notice. This 30 (or, if and as specifically requested by the Customer, up to 180) day notice period shall run from receipt by Hyperoptic of the Customer's written notice to terminate, provided that termination of a Business Broadband Package during any Minimum Period applicable to it shall be subject to payment of the applicable Service Termination Fee, as detailed in the Guide to Charges and Fees for Business Customers.

11.5. The Customer understands that if it changes to a different Business Broadband Package, then the Charges for the Services in the new Business Broadband Package might increase. For the avoidance of doubt, the Telephone Service and any Additional Services can only be made available to the Customer if and for as long as the Customer subscribes for the Business Broadband Service. Termination of a Business Broadband Package shall automatically effect a termination of any Additional Services provided in conjunction with it.

11.6. Hyperoptic may terminate the Agreement and any other agreement between the parties in respect of some or all Services or, at its option, restrict or suspend some or all of the Services

11.6.1 immediately without notice if:

(i) the Customer fails to pay, by the due date, any money owed (although Hyperoptic will provide notification to the Customer’s current registered email address prior to taking this action) or cancels the direct debit for the Services without agreeing another form of payment;

(ii) the Customer misuses any of the Services in contravention of the AUP (viewable at https://www.hyperoptic.com/legal/post/acceptable-usage-policy/);

(iii) in relation to the Telephone Service, the Customer exceeds any account cap (set by Hyperoptic and already notified to the Customer), in which case the Telephone Service may be suspended or restricted;

(iv) Hyperoptic reasonably believes that the Customer has provided false, inaccurate or misleading information in connection with the Agreement;

(v) Hyperoptic reasonably believes that the Customer or any user of the Services has committed, or may be committing, a fraud by using the Services or the Equipment (or both);

(vi) a Customer representative acts towards Hyperoptic’s staff or agents in a manner that Hyperoptic considers inappropriate;

(vii) any permission or authorisation under which Hyperoptic is entitled to connect, maintain, modify or replace the Equipment or provide the Services is suspended or ends for any reason;

(viii). in Hyperoptic’s reasonable opinion, it is necessary to do so for Hyperoptic to comply with an order, instruction or request of Government, an emergency services organisation or other competent administration or regulatory authority;

(ix) in Hyperoptic’s reasonable opinion, it is necessary to do so for security, technical or operational reasons; or

(x) if Hyperoptic is entitled to do so under Clause 7; or

11.6.2. on 30 days’ written notice, for any other reason (or no reason) without cause.

11.7. Hyperoptic may suspend the Services if there is an increase in the number of calls or Call Charges which is inconsistent with previous usage. Hyperoptic will endeavour to contact the Customer prior to suspending the Services but will not be liable in contract, tort (including negligence or breach of statutory duty) for any loss arising from such suspension. Hyperoptic will reinstate the Services once it is satisfied that the Customer is aware of and will pay the Charges for the increased usage. Hyperoptic may also: (i) require payment of a deposit as security for the Charges or (ii) prevent the Customer from making international calls and/or premium rated calls if in Hyperoptic’s reasonable opinion they form a significant proportion of the Charges.

11.8. Either party may terminate the Agreement on 30 days' written notice to the other if:

11.8.1. there has been a material breach of the Agreement by the other party which is not remedied within 30 days of a written notice requiring such remedy;

11.8.2. an event, outside Hyperoptic’s reasonable control, prevents continued provision of the Services for a single period of more than 30 days; or

11.8.3. the other party is unable to pay its debts (within the meaning of section 123 of the Insolvency Act 1986); becomes insolvent or bankrupt; is subject to an order or a resolution for its liquidation, administration, winding-up or dissolution (otherwise than for the purposes of a solvent amalgamation or reconstruction); makes an application to a court of competent jurisdiction for protection from its creditors generally; has an administrative or other receiver, manager, trustee, liquidator, administrator or similar officer appointed over all or any substantial part of its assets; enters into or proposes any composition or arrangement with its creditors generally; or if any legal action is taken or threatened against the other’s property or either party is subject to any analogous event or proceeding in any applicable jurisdiction.

11.9. The restriction or suspension of Services under this Agreement shall not relieve the Customer of its obligation to pay the Charges. If Hyperoptic terminates the Agreement in accordance with this Clause 11 or otherwise in accordance with the Agreement (other than without cause) it may invoice the Customer for and the Customer shall pay (i) either the Service Termination Fee if the Customer is within any Minimum Period with respect to its Business Broadband Package or if the Customer is not within such Minimum Period, an amount equal to what the Customer would have to pay for that Business Broadband Package if it were still receiving them for a further 30 days after the date they were terminated; and (ii) Charges for any Additional Services, as if the Customer still had them for another 30 days after their termination.

11.10. Termination of the Agreement shall not affect: (i) any obligations or rights of the parties which arose or accrued prior to, or which expressly survive, termination of this Agreement or (ii) the continuation in force of Clauses 4.2, 4.3, 4.4, 4.6, 5, 7.3, 8, 9.2, this Clause 11.10, 12.3, 14, 15, 16.4-16.7 and 19.

11.11. Unless Hyperoptic provides written consent to the contrary, the Customer acknowledges and agrees that: (i) the Service is provided for use at and within the Premises only; (ii) the Customer shall not resell the Service to other persons whether for profit or otherwise and shall not charge other persons for use of the Service; and (iii) the Customer shall not use the Service to operate as an Internet service provider or to operate any server services to other persons (this includes without limitation HTTP/web, SMTP/mail and FTP/file transfer services).

12. Use of the Services

12.1. The Customer shall ensure that all use of the Services is at all times compliant with the AUP. The Customer hereby indemnifies Hyperoptic in respect of (i) all third party claims, actions or proceedings brought or threatened against Hyperoptic arising in connection with the use or misuse of the Services or any breach or contravention of these Terms or the Agreement (“Claims”) and (ii) all costs (including legal costs), losses and damages arising in connection with such Claims.

12.2. In relation to the Telephone Service the Customer agrees that: (i) it shall not advertise its phone number in or on a public phone box or use the Telephone Service to make nuisance or hoax calls; (ii) it does not own the phone number and that it will not transfer it to anyone else or try to do so; (iii) Hyperoptic may give the Customer’s contact details to the emergency services (and to any other relevant public authorities (as specified by Ofcom) in the event of disaster) and (unless the Customer notifies Hyperoptic otherwise) to other authorised providers of public communications services and regulated providers of directory services (in order that the Customer’s details may be included in telephone directories and be found using publicly available directory enquiry services). The Customer agrees that Hyperoptic cannot accept liability for any failure by an authorised provider of public communications services and/or regulated directory services, to whom it provides the Customer’s details (as described above).

12.3. The Customer shall keep all security information safe and promptly inform Hyperoptic of any improper disclosure of such security information or unauthorised use of the Services. Hyperoptic shall have no liability to the Customer in contract, tort (including negligence or breach of statutory duty) or otherwise for any costs, losses or damages caused by a third party gaining access to the Services, the Equipment or any equipment, software or data provided by the Customer.

12.4. The Customer shall ensure that any equipment and software used by it in connection with the Services and/or connected to the Network complies with all Applicable Laws and bears either the European Consumer Equipment Standards 'CE' mark or the UK’s Consumer Equipment Standards ‘UKCA’ mark, is compatible with the Equipment and that the Customer has all necessary licenses required in connection with such use and connection.

12.5. The Customer shall not use a Battery Back-Up Unit to provide their Hyperhub, or any Hyperoptic optical network terminal (ONT) or fibre/media converter, with back-up power without fully understanding, accepting and following the provisions of the Battery Back-Up Unit Guide.

13. Special Provisions Relating to the Telephone Service

13.1. In relation to the Telephone Service, the Customer understands and agrees that the Telephone Service is dependent on the Customer’s connection to the Network and on the provision of power to the Equipment. The Customer shall use all reasonable endeavours to maintain a mains (240 volt AC) power supply to the Equipment. If either the power supply fails or there is a failure of the Network, the Telephone Service will not function. Further details can be found on the Website at www.hyperoptic.com/help/phone-service/.

13.2. The Telephone Service allows calls to the emergency services numbers 999 and 112 but calls to these services will fail if there is a power cut or if the Business Broadband Service connection fails. The Customer understands and agrees to explain this to anyone who may use the Telephone Service. The Customer further understands and agrees that it will always have another way to call 999/112 emergency services from the Premises (whether by using the existing copper wire telephone line to the Premises or another suitable alternative method).

13.3. Hyperoptic will register the Customer’s location to allow the emergency services to locate the Customer on receiving a 999/112 call.

13.4. If the Customer has an active fixed line telephone service with another provider and wishes to port the telephone number for that telephone service to their Telephone Service, Hyperoptic shall take all reasonable steps to assist the Customer with this, subject to (i) receiving the Customer’s request in this regard, (ii) the Customer promptly, fully and accurately providing Hyperoptic with all details Hyperoptic requests in connection with the porting, and (iii) the Customer making this request no later than 1 month after its telephone service with that other provider (which used the number the Customer wishes to port to Hyperoptic) has terminated. Hyperoptic shall also assist the Customer, on its request, in porting to another provider’s fixed line telephone service the telephone number allocated by Hyperoptic to the Customer’s Telephone Service; such request must be made no later than 1 month after the Customer’s Telephone Service (which used the relevant telephone number) has terminated. The Customer shall be liable for any third-party charges incurred by Hyperoptic in connection with this transfer, which shall be notified to the Customer in advance and Hyperoptic shall only commence the number porting process once the Customer confirms that it accepts such third-party charges. On occasion, porting of a telephone number may not be possible and the Customer agrees that it understands this.

13.5. If the Customer ports its telephone number from the Network to another provider's network, the Telephone Service will no longer function once that porting has completed and Hyperoptic shall be under no obligation to provide the Customer with a temporary telephone number to use on the Network after (and in connection with) such porting. The Customer nevertheless remains liable to pay Package Charge for the Telephone Service until such Telephone Service terminates in accordance with Clause 11.

13.6. Once a Customer makes a number porting request, the new and old network providers work together to prepare the new network for the telephone number being ported and will take the necessary steps (the “Activation Steps”) to achieve this. The date that the old and new network providers agree that the Activation Steps have been carried out, is the “Porting Date”. Where the Customer is moving its telephone number to the Network, Hyperoptic will notify this Porting Date to the Customer by email (at the address the Customer provides on its Order). Hyperoptic shall aim to port the Customer’s number and have it working within 1 Business Day of the Porting Date.

13.7. If the Customer wishes to use the Telephone Service before its telephone number has been ported to the Network, Hyperoptic may provide the Customer with a temporary telephone number. The Customer may use this temporary telephone number with the Telephone Service until the porting of the Customer’s old telephone number has occurred.

13.8. If, after notifying the Customer of the Porting Date, Hyperoptic finds out that the Activation Steps have not in fact been completed, Hyperoptic shall agree a new Porting Date with the Customer’s old network provider, which shall similarly be notified to the Customer by email and shall replace the previous Porting Date. Where the Porting Date is changed in this way, the Customer may not treat this as a delay or abuse of number porting and Hyperoptic shall not be required offer the Customer the compensation detailed in Clause 13.8, in respect of the Porting Date change.

13.9. In the event that Hyperoptic (i) delays the porting of a Customer’s telephone number for more than 1 Business Day after the Porting Date (which shall mean the last Porting Date emailed to the Customer, where the Customer’s telephone number is being ported to the Network) or (ii) otherwise commits an abuse of porting, upon receipt of a valid and genuine claim from the Customer, Hyperoptic shall provide reasonable compensation in accordance with its “Number Porting Compensation Scheme”. Under this Scheme, compensation will be payable from the 2nd Business Day after the Porting Date, until the date the number porting is complete. Hyperoptic shall calculate the amount of compensation due by dividing the Customer’s applicable monthly Package Charge (including any discount being applied) by the number of days in the month the porting delay occurred and then multiplying this by the number of days’ delay for which the Customer can claim this compensation. Any such compensation validly claimed shall be added to the Customer’s next monthly invoice, as a credit. The minimum credit amount shall be £3.00. (Similar information on the Number Porting Compensation Scheme is also set out in the Complaints Code of Practice. Any compensation awarded pursuant to the Number Porting Compensation Scheme is in full and final settlement of any claim the Customer may have against Hyperoptic (now or in the future) in respect of the delay and/or abuse in porting.

13.10. All calls made using the Telephone Service are subject to the AUP. Hyperoptic reserves the right to impose limits on calls, apply additional charges or suspend or terminate access to the Services if it reasonably believes the Customer is in breach of the AUP. It may also record calls to ensure the Service is used in accordance with the AUP.

13.11. The Telephone Service comes with “CLI” (calling line identification) as a standard facility. This allows the Customer to view on their telephone device screen (if it has one), the telephone number of a caller or, if the caller requested that their number be kept private (or the caller’s network does not permit the caller’s number to be appear to the call recipient), the Customer’s telephone device screen will indicate that the call is from a “withheld” or “unavailable” number. The CLI facility also allows the Customer’s number, when the Customer makes telephone call, to be displayed to the call recipient. The Customer may notify Hyperoptic should it wish Hyperoptic to put in place any of the following Telephone Service options:

(i) to keep the Customer’s telephone number private when the Customer makes telephone calls;

(ii) to keep the Customer’s telephone number private when the Customer forwards calls from another telephone number to the Customer’s telephone number under the Telephone Service;

(iii) to keep private the telephone numbers of those making calls to the Customer’s telephone number under the Telephone Service; or

(iv) to block incoming calls where the caller or network has kept the caller’s number private.
The Customer should note that if it selects any of options (i) to (iii), Hyperoptic may override that choice if required under applicable legal or regulatory obligations.

14. Liability

14.1. Hyperoptic’s duty in performing its obligations hereunder is to exercise the reasonable care and skill of a competent service provider only. Hyperoptic gives no warranty that (i) the Services will be free of Faults or uninterrupted or (ii) the Equipment will never be faulty.

14.2. Subject to Clause 14.5, neither Hyperoptic nor any other company in Hyperoptic’s group (nor any person connected with Hyperoptic or such other company) shall be liable in contract, tort (including negligence and breach of statutory duty) or otherwise under or in connection with this Agreement for any indirect or consequential loss or damage or for any of the following whether direct or indirect and whether or not reasonably foreseeable: (i) loss of income or revenue; (ii) loss of business or opportunity; (iii) loss of profits or contracts; (iv) loss of anticipated savings; (v) loss, corruption or the release of data (including personal data), information or software; (vi) loss of goodwill; (vii) the cost of procuring substitute goods or services; (viii) wasted management or office time; (ix) losses from the Customer breaching the Agreement or using the Services in a manner that breaches the Agreement; (x) loss or damage caused by malware or the unauthorised use of the Services on any of the Customer’s devices (or those of any other user of the Services); (xi) losses from the failure of safety, security or other alarm system due to their incompatibility with the Services or for any other reason for which Hyperoptic is not at fault; (xii) loss or damage from the Customer using any equipment not supplied by Hyperoptic; (xiii) claims against Hyperoptic arising from the breach of any implied term, condition or warranty, to the extent these can be excluded by law.

14.3. Subject to Clause 14.5, Hyperoptic shall not be liable in contract, tort (including negligence and breach of statutory duty) or otherwise under or in connection with the Agreement for any loss or damage incurred by the Customer or any user of the Services or the Website in connection with the use, inability to use, or results of the use of the Services, the Equipment or additional equipment or Website, any websites linked to it or accessed through the Network and any materials posted on the Website or any such other websites, including losses from delays or interruptions to the Services, irrespective of whether any such loss or damage was foreseeable save that this Clause 14.3 shall not preclude claims for loss of or damage to tangible property arising from Hyperoptic’s negligence.

14.4. Subject to Clause 14.5 and save as expressly set out in these Terms, Hyperoptic’s aggregate liability to the Customer in contract, tort (including negligence and breach of statutory duty) or otherwise under or in connection with the Agreement for any claims arising in any calendar year shall not exceed 125% of the Charges due in that calendar year.

14.5. Nothing in the Agreement shall limit or exclude Hyperoptic’s liability for (i) death or personal injury arising from its (or its employees’, contractors’ or agents’) negligence; (ii) fraudulent misrepresentation or misrepresentation as to a fundamental matter; or (iii) any other liability which cannot be excluded or limited under Applicable Law.

14.6. Except as set out in Clauses 14.1 to 14.5, Hyperoptic accepts no liability for loss or damage caused by a person other than the Customer accessing the Customer’s connection to the Services, any computer or device of the Customer, the Equipment or any related equipment (including additional equipment) or accessing, destroying or distorting any data or information held by Hyperoptic.

14.7. Hyperoptic is not liable for goods or services supplied to the Customer (or to any other person using the Services) under a separate agreement with another supplier (including, but not limited to, any app the Customer or such person uses in connection with a Total Wi-Fi Package), even if they were acquired through the Network.

14.8. The Customer shall at all times be under a duty to mitigate any losses suffered by it.

15. Force Majeure

Hyperoptic shall not be liable in contract, tort (including negligence and breach of statutory duty) or otherwise if it is prevented, hindered or delayed in or from performing its obligations under the Agreement, to the extent that this is attributable to Force Majeure.

16. Other General Provisions

16.1. Failure by either party to exercise or enforce any right conferred by the Agreement or at law or in equity shall not be deemed to be a waiver of any such right nor operate so as to bar the exercise or enforcement thereof or of any other right or remedy on any later occasion. Except as expressly provided, remedies shall be deemed cumulative and not exclusive.

16.2. The Customer shall not assign or delegate all or any of its rights and obligations under the Agreement without Hyperoptic’s prior written consent.

16.3. The Customer acknowledges and agrees that Hyperoptic may make enquiries about the Customer for credit reference purposes, including searching records held by Experian, Equifax and/or any other credit reference agency or fraud protection scheme. Hyperoptic shall hold any data relating to the Customer it obtains from such enquiries in accordance with the Privacy Policy.

16.4. The Customer shall keep confidential all non-public information disclosed to it concerning Hyperoptic and its business. Hyperoptic shall use and retain information provided by the Customer in accordance with the Privacy Policy.

16.5. Each term of the Agreement shall be treated as a separate provision. If a court, arbitrator or any government agency stipulates that any part of the Agreement is unenforceable, unreasonable or invalid, the remaining provisions of the Agreement will still be valid and enforceable.

16.6. No third party is entitled to enforce any term under the Agreement under the Contracts (Rights of Third Parties) Act 1999.

16.7. The Agreement sets out the entire agreement between the parties relating to the provision of the Services and supersedes any and all previous agreements and understandings with respect to such provision. The Customer acknowledges that it does not enter into the Agreement in reliance on any representation not contained in this Agreement and in the event of actionable misrepresentation (other than fraudulent misrepresentation) the only remedy available shall be a claim for breach of contract. All conditions, warranties and other terms which might otherwise be implied by law or equity are hereby excluded.

17. Notices

17.1. The Customer may contact Hyperoptic in any of the following ways:

(i) by emailing Business Support at business.support@hyperoptic.com;
(ii) by telephoning Business Support on 0333 332 1123; or
(iii) by using the ”Chat” function on the Website, but
(iv) where the Agreement specifies that the Customer should contact Hyperoptic by letter, the Customer should write to Hyperoptic at: “Hyperoptic Business Support, Kings House, 174 Hammersmith Road, London, W6 7JP”.

17.2. The Customer shall post any notices or other communications required under the Agreement to Hyperoptic at the address in (iv) above, even where the Customer has notified Hyperoptic of the same, in another manner.

17.3. Hyperoptic may contact and serve notices on the Customer by email at the email address provided during the Order process, as updated from time to time through the “My Account” section of the Website. It may also use the Customer’s postal address, mobile or fixed phone number as it deems appropriate.

18. Complaints

18.1. Hyperoptic has a procedure for handling complaints relating to breaches of the Agreement. Complaints should be made by email to business.support@hyperoptic.com but can also be made by contacting Business Support on 0333 332 1123. However, a Customer should note that where it has made a complaint by telephone, it must also confirm all relevant information in writing (by email or letter), in order for Hyperoptic to investigate the complaint properly.

18.2. Hyperoptic has a specific procedure for handling complaints from its residential customers, its “small business customers” and its “small not-for-profit customers”, details of which are set out in the Complaints Code of Practice. For this purpose:

(i) “small business customer” means any of Hyperoptic’s business customers with10 or fewer individual workers (including volunteers); and

(ii) “small not-for-profit customer” means any of Hyperoptic’s business customers for with 10 or fewer individual workers (excluding volunteers) and which, under its own constitution or by law, is (a) required (after paying its expenses/outgoings) to use all its income, and any capital it spends, for charitable or public purposes and (b) prohibited from (directly or indirectly) distributing any of its assets to its members, except for charitable or public purposes).

If Hyperoptic is unable to resolve any complaint or dispute that a Customer, which is such a small business customer or small not-for-profit customer, may have in relation to Hyperoptic and/or its Services, that Customer may refer the matter to Communications Ombudsman, an independent dispute resolution service, which will be free for such Customer to use. Any such Customer should note that Communications Ombudsman will only deal with their complaint or dispute after that Customer has already followed Hyperoptic’s internal complaints procedure in full. Further details relating to Communications Ombudsman are set out in the Complaints Code of Practice.

18.3. To report any illegal or unacceptable use of the Services, the Customer should email business.support@hyperoptic.com, providing full contact details and as much evidence as possible to assist Hyperoptic in investigating the matter (such as a copy of the message and/or headers, the full URLs or log files showing any unauthorised account access).

19. Jurisdiction and Applicable Law

The Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England and Wales. Subject to Clause 18.2 above, the English courts shall have exclusive jurisdiction over any claim arising from, or related to, the Agreement although Hyperoptic may initiate proceedings for breach of the Agreement in any other relevant country.

20. Changes to the Charges, These Terms and/or the Services

20.1. Hyperoptic may at any time and from time to time amend the Agreement (including without limitation varying the Charges and making changes to the Services) by publishing such changes on the Website, except that where the Customer orders a Business Broadband Package on or after 5 December 2023, Hyperoptic shall not change the Package Charge for that Business Broadband Package during its Minimum Period, unless the change is directly imposed by law (e.g. a change in the rate of VAT). Subject to Clause 20.2, any changes introduced by Hyperoptic under this Clause 20.1 shall become binding on both parties upon such publication.

20.2. If Hyperoptic makes any change to the Agreement or the Services then unless that change is exclusively for the Customer’s benefit, or is purely administrative with no negative effect on the Customer, or is directly imposed by law:

(i) Hyperoptic shall give the Customer not less than 30 days’ written notice via email of that change; and

(ii) depending on the notified change, the Customer may be able to terminate the Agreement or the Service(s) affected by the change (Hyperoptic’s email notice will set out the options available to the Customer), without incurring any Charges for so terminating, as long as the Customer gives Hyperoptic written notice (by email or letter) of its wish to terminate (in accordance with Hyperoptic’s email notice), within 30 days of the Customer receiving that notice.

20.3. Hyperoptic shall notify the Customer of any other changes to the Agreement via email.