Table of Contents

1. Definitions

2. Service Provider Obligations

3. Provision of the Service

4. Maintenance

5. Customer Obligations

6. End-User Charges

7. Suspension of Service for End-Users

8. Customer Charges

9. Property and Risk

10. Term and Termination

11. Confidential Information

12. Data Protection and GDPR

13. Help Desk Service Levels

14. On-site Assistance

15. Warranty

16. Limitation of Liability

17. Force Majeure

18. Assignment

19. Notices

20. Contracts (Rights of Third Parties) Act 1999

21. Waiver

22. Severance

23. Governing Law and Jurisdiction

Appendix A

Appendix B

Appendix C

Definitions

The following definitions apply in this agreement: Acceptable Use Policy: the Service Provider’s policy for acceptable use of the Service; Annual Fee: the annual fee for the management, security, remote system support and End-User support payable by the Customer as set out in the Proposal; End-User: an individual who uses the Service at the Premises on the Staff, Static or Guest networks; End-User Terms: the terms and conditions on which End-Users may use the system; Equipment: any and all equipment provided to the Customer in connection with this Agreement; Installation Costs: the costs of installation of the Equipment payable by the Customer as set out in the Proposal; Mapped Areas: the areas shown in the Proposal; Outage: a failure or interruption in the Service; Premises: the Customer’s site address as set out in the Proposal; Proposal: the document provided to the Customer by the Service Provider setting out the details of the Service to be provided, including amongst other things information such as the Premises’ design and quotation. Service: the Wi-Fi access and managed Wi-Fi connection provided in accordance with the terms of this Agreement.

Service Provider Obligations

Service Provider’s obligations under this Agreement are:

  1. To provide and install the Equipment.
  2. To operate the service as per clause 3.
  3. Meeting response times associated with service related incidents within a best effort’s basis.
  4. To abide by safe working practices as set out in the risk assessment and method statements.
  5. To provide the Customer details of system performance on request, including for example the number of End Users (broken out by visitors and Static Owners) accessing the Service, total bandwidth consumed for a period in GB or TB, and total bandwidth throughput within a given period in Mbps.
  6. To ensure that the Customer will be notified of any maintenance or repair work and that any spend is authorised accordingly.

Provision of the Service

  1. The Service Provider shall operate the Wi-Fi networks to provide wired and/or wireless network and/or internet access to the Customer’s authorised End-Users at the Mapped Areas.
  2. To the extent that it relates to the Service, the Service Provider shall take all steps reasonably practicable to rectify an Outage in accordance with the terms of this Agreement.
  3. The Service Provider does not warrant that the Customer’s use and/or the End-User’s use of the Service will be uninterrupted or error-free.
  4. The Service Provider will use reasonable endeavours to ensure that at the time of installation the Equipment does not interfere with any other equipment (whether the Customer’s or any third party’s) situated at any of the Premises.

Maintenance

  1. The service Provider shall perform routine maintenance on the Customers site to ensure equipment is maintained to a high standard.
  2. The Service Provider will provide two types of Maintenance visits to service the site, see the table in appendix A to see what is included within each service.
  3. We may not perform all of the tests in the service if it is deemed unnecessary
  4. After the service visit is completed, we will provide you a report of the service results
  5. If the Customer is within a 12 month period rolling contract, they will only receive an Interim service each year

Customer Obligations

  1. The Customer shall work closely with the Service Provider and provide to the Service Provider free of charge all information, documentation and other assistance reasonably required to enable the Service Provider to provide the Service.
  2. The Customer shall permit the Service Provider’s staff to access the Premises, upon the giving of reasonable notice required for the purpose of installing, maintaining, replacing and removing any apparatus as required.
  3. The Customer shall at their own cost distribute the Service Provider’s marketing and advertising literature and materials to the End Users. If the Customer produces its own marketing materials it must ensure that it accurately reflects and promotes the Services and obtains the Service Provider’s prior written approval. At the written request of CampingConnect, the Customer shall provide CampingConnect with copies of any marketing literature produced by the Customer in relation to the Services.
  4. The Customer shall allow the Service Provider access to the Premises and the End-Users in order to promote any service it may offer to End-Users within the Customer’s usual business hours.
  5. The Customer shall comply with all reasonable instructions issued by the Service Provider from time to time concerning the provision of the Service and shall give the Service Provider on request such information concerning the use of the Service by the End-Users as the Service Provider may reasonably require in order to perform this agreement or to comply with its statutory or regulatory obligations.  
  6. The Customer shall not knowingly do, and shall not permit any End-User to do, anything that is likely to adversely interfere with the functioning of the installed equipment.  
  7. The Customer shall not use the Service in violation of the Service Provider’s Acceptable Use Policy, a copy of which has been provided to the Customer.
  8. The Customer shall provide and maintain at its expense a suitable mains electricity supply and connections at the Premises to permit the provision of the Service.  
  9. The Customer shall, at the Service Provider’s request, give such assistance as is reasonably necessary in the circumstances to rectify an Outage in accordance with clause 3.2.
  10. If we arrange an engineer visit to resolve a fault, and we determine that the fault is due to something we have asked the Customer to verify, it will result in the visit being billable.
  11. If any End-User reports an issue with the Service to the Customer, the Customer shall provide the End-User with contact details for the Service Provider and advise the End-User to contact the Service Provider immediately.
  12. The Customer shall provide its reasonable cooperation and assistance to the Service Provider to obtain the relevant wayleave or easements required in respect of the Equipment being installed to provide access to and/ or access through the Customer’s Premises.
  13. The Customer shall use best endeavours to ensure that the internet connection is operational at all times.
  14. The Customer shall maintain all lines of sight as outlined in the Proposal.

End-User Charges

  1. The Service Provider will allow End-Users access to the Services on the system, provided that the End-Users agree to the End-User Terms.
  2. The charges payable to the Service Provider by the End-User in respect of the service are to be specified by the Customer. The Service Provider shall provide the End-User with the charges set in accordance with clause 5.1 based on the terms in the End-User Terms. Payment shall be made by the End-User in accordance with the End-User Terms.
  3. Any collected charges will be collected into the Service Provider’s merchant account.
  4. Other than transaction fees which are deducted from the charges collected from End-Users, no fees will be levied on the End-Users by the Service Provider with relation to the Service.
  5. The charges can be based on the End-User paying for the amount of time they intend to use the Service or the installation fee. The End-User will pay the charge prior to accessing the Service.
  6. Any charges to End-Users are inclusive of VAT. Any other applicable purchase tax, import and all other duties shall be payable by the End-User and the End-User shall indemnify the Service Provider for any amounts incurred in respect of such tax or duties by the Service Provider.
  7. All charges shall be payable in British Pound Sterling.

Suspension of Service for End-Users

  1. The Service Provider reserves the right to prevent any of the End-Users from accessing the Wi-Fi network if the End-User has:
  2. used the Service in a way that is likely to adversely interfere with the network;
  3. used the Service in violation of the Service Provider’s Acceptable Use Policy; or
  4. failed to pay the charges due under clause 5.

Customer Charges

  1. The Customer shall pay to the Service Provider the Installation Cost as per the terms on the Service Provider’s invoice.
  2. In addition to the Installation Cost, the Customer agrees to pay the Service Provider the Annual Fee.
  3. The Annual Fee will be payable in advance and shall be taken from the Customer’s bank account by Direct Debit on or around the date of this agreement for a pro-rata year running to 31 October; and thereafter on the 1st of November each year, unless and until the agreement is terminated in accordance with clause 9.
  4. The service provider will regularly review the Charges in consultation with the Customer. If the service provider’s costs of providing the Services increase as a result of any changes in legislation or regulations applying to the performance of the Services or increased taxation, increases in the charges of any relevant underlying services or costs, the service provider may increase the Charges to reasonably reflect the increase in the cost of providing the Service(s) by giving not less than thirty (30) days prior written notice to the Customer, such notice to identify the amount of the increase in the Charges. Both the Customer and Service Provider agree to negotiate any potential increase in the Annual Fee in good faith.
  5. The service provider reserves the right to recharge the Customer any losses for situations where the Customer has knowingly reduced the performance of the service for customers and refunds are due.

Property and Risk

  1. Subject to the Customer paying to the Service Provider the Installation Costs, the Equipment installed at the Premises shall become the property of Customer.
  2. Risk in any of the Equipment installed shall pass to the Customer on delivery to the Premises.
  3. The Customer shall be responsible for the care and protection of the Equipment from the date of delivery, and for any and all loss or damage to it however caused or arising, other than through the negligence of the Service Provider.

Term and Termination

  1. This agreement shall commence on the date of this agreement and shall continue in force for the period set out in the Proposal (Initial Period), and shall automatically extend for a period of 12 months (Extended Period) at the end of the Initial Period, and at the end of each Extended Period thereafter. Either party may give to the other party not less than 90 days’ written notice of termination, such notice to expire at the end of the Initial Period or the relevant Extended Period.
  2. Without prejudice to any rights that have accrued under this agreement or any of its rights or remedies, either party may terminate this agreement without liability to the other immediately (or following such notice period as it sees fit) by giving written notice to the other party if:
  3.  the other party commits a material breach of any material term of this agreement and (if such breach is remediable) fails to remedy that breach within a period of 14 days after being notified in writing to do so; or
  4.  the other party repeatedly breaches any of the terms of this agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this agreement; or
  5.  the other party suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of its business.
  6. Without affecting any other right or remedy available to it, the Service Provider may terminate this agreement immediately by giving written notice to the Customer if:
  7. the Customer takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business;
  8. the Customer’s financial position deteriorates to such an extent that in the Service Provider’s reasonable opinion the Customer’s ability to fulfil its obligations under the Agreement has been placed in jeopardy; or
  9. the Customer commits a material breach of any other agreement between the Customer and the Service Provider or any such agreement is terminated.    
  10. Without affecting any other right or remedy available to it, the Customer may terminate this agreement immediately by giving written notice to the Service Provider if:
  11. the Service Provider takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business;
  12. the Service Provider’s financial position deteriorates to such an extent that in the Customer’s  reasonable opinion the Service Provider’s ability to fulfil its obligations under the Agreement has been placed in jeopardy; or
  13. the Service Provider commits a material breach of any other agreement between the Service Provider and the Customer or any such agreement is terminated.    
  14. The Service Provider may in its absolute discretion suspend the Service without notice in circumstances where it could terminate this Agreement under clause 9.2 or 9.3. For the avoidance of doubt, by suspending the Service, the Service Provider does not waive their right to exercise their rights under any terms of this agreement, including but not limited to their right to terminate under clause 9.2 or 9.3.
  15. The parties acknowledge and agree that any breach of clauses 4 or 9 shall constitute a breach of a material term for the purposes of this clause.
  16. Termination of this agreement shall not affect any rights, remedies or obligations of the parties that have accrued or become due before termination.
  17. Upon early termination of this agreement pursuant to clauses 9.2 or 9.3, the Customer shall pay to the Service Provider an amount equal to the Annual Fees which would have been paid in the Initial Period had the agreement not terminated early.
  18. Upon termination of the agreement, the service provider will remove any managed equipment from the remote management software, allowing the equipment to be reconfigured by a third party.
  19. We offer a migration service for £350 for us to migrate the equipment to transfer control of the Wi-Fi management system (including contract and operation of the leased line), including passwords, IP addresses and URL’s to the Customer and/or the Customer’s proposed alternative service provider.
  20. Any support required after termination and migration of the services will be billable under a consultancy fee of £75 per hour, unless a new agreement is created

Confidential Information

  1. Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, clients or suppliers of the other party or of any member of the group of companies to which the other party belongs, except as permitted by clause 10.2.
  2. Each party may disclose the other party’s confidential information:
  3.  to its employees, officers, representatives or advisers who need to know such information for the purposes of carrying out the party’s obligations under this agreement. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party’s confidential information comply with this clause 10; and
  4.  as may be required by law, court order or any governmental or regulatory authority.
  5. No party shall use any other party’s confidential information for any purpose other than to perform its obligations under this agreement.

Data Protection and GDPR

  1. End-User data and financial information will be processed and stored via the service providers merchant account, support and billing systems who have ultimate responsibility for the security and protection of End-User personal data.
  2. The parties acknowledge that for the purposes of the Data Protection Act 1998 and the General Data Protection Regulations 2016/279 (Data Protection Legislation), the Customer is the data controller and the data processor of any Personal Data stored at the Customer payment merchant account(s). In the Customer’s capacity as data processor, if End-User data is downloaded from the customer payment account(s), the Customer undertakes to keep such personal data secure to ensure that it is not in breach of its obligations under Data Protection Legislation.
  3. The Service Provider aims to ensure that individuals are aware that their data is being processed, and that they understand how the data is being used and how to exercise their rights. To these ends, the Service Provider and Customer will provide a privacy statement, setting out how data relating to individuals is used by the Wi-Fi network, Customer and Service Provider.
  4. In certain circumstances, the Data Protection Legislation allows personal data to be disclosed to law enforcement agencies without the consent of the data subject. Under these circumstances, the Service Provider will not be in breach of clause 10 or this clause 11 by disclosing the requested data. However, the Service Provider will take reasonable steps to ensure the request is legitimate, seeking assistance from the Customer and from the Customer’s legal advisers where necessary.

Help Desk Service Levels

  1. The Service Provider will provide a helpdesk to End-Users who use the Service on the following basis:
  2. End-User support shall include technical problems relating to the service, queries about accessing the service or dealing with customer service queries such as ordering or payments.
  3. We provide end-user support to users on site between 8AM-5PM every day, including weekends
  4. During Peak periods (Summer and half-term holidays) we will extend support to 8PM.
  5. Requests for support received outside of office hours will be collected and an auto response with some common help questions sent, however no action can be guaranteed until the next working day.
  6. The Service Provider reserves the right to alter helpdesk opening and closing hours based on load levels without notice.

On-site Assistance

  1. Subject to clause 13.2, the Service Provider may, at the Customer’s expense and where possible, use a local contractor for any hardware issues that cannot be resolved by the Customer.
  2. Equipment and technical problems that are not covered by warranty and cannot be resolved over the phone via remote assistance or by a local contractor may require a Service Provider engineer to visit the site. This will be charged at a call out fee as agreed in the contract.
  3. The Service Provider reserves the right to alter prices with 30 day’s notice and these will be agreed in good faith.
  4. In support of services outlined in this Agreement, the Service Provider will respond to service related tickets and/or requests submitted by the Customer as agreed by the contract

Warranty

  1. The Service Provider warrants that the Equipment provided is fit for the purpose of providing a Wi-Fi network to the Customer and that the Equipment is free from physical defects.
  2. The Service Provider warrants to the Customer that they will perform their Services with reasonable care and skill and in accordance with good commercial practices and standards; the Services will conform with all descriptions and specifications provided to the Customer; and the services will be provided in accordance with all applicable legislation.
  3. All equipment is covered by a 12-month manufacturer warranty unless stated otherwise.
  4. All other equipment will be covered by its standard manufacturer warranty.
  5. Any costs associated with the physical installation or maintenance due to warranty issues or replacement of any faulty equipment in or out of warranty will be chargeable to the Customer.
  6. Any work undertaken on the Customers site in relation to matters covered by a warranty will be pre-agreed and approved as per clause 2.5 and clause 13.
  7. The warranty may not cover any equipment damaged knowingly or unknowingly by the site and will be chargeable.

Limitation of Liability

  1. The Service Provider shall not be held responsible for any loss, damage or inconvenience the Customer or End-Users may suffer due to emergencies or scheduled maintenance in connection with the Equipment or the Service.
  2. The Service Provider shall not be liable under any circumstances to the Customer or any End-User whether in contract, tort (including negligence) or restitution, or for breach of statutory duty or misrepresentation, or otherwise, for any:
  3. loss of profits;
  4. loss of business;
  5. depletion of goodwill or similar losses;
  6. loss of anticipated savings;
  7. loss of goods;
  8. loss of contract;
  9. loss of use of Service;
  10. loss or corruption of data or information; or
  11. special, indirect, consequential or pure economic loss, costs, damages, charges or expenses,

suffered by the Customer or End-User that arises under or in connection with this agreement, provided that this clause 15.2 shall not prevent claims for loss of or damage to the Customers tangible property that fall within the terms of clause 15.2, or any other claims for direct financial loss.

  1. The Service Provider shall not be liable under any circumstances for any losses incurred due to the acts or omissions of the Customer, End-Users or third parties.
  2. Subject to clauses 15.1 and 15.2, the Service Provider’s liability under this agreement shall be limited to the aggregate value of payments received from the Customer under the terms of this agreement in the 12 months prior to the claim.
  3. The Customer shall indemnify the Service Provider on a full indemnity basis for all losses, costs, damages, claims, expenses (including legal and other professional costs) incurred by the Service Provider as a result of the Customer’s acts, omissions or breach of this Agreement.

Force Majeure

Neither party shall be liable for breach of its obligations under this Agreement of the extent that such breach is caused by flood, fire, accident, explosion, strike, war, embargo, government restriction, Act of God, inability to secure materials, industrial dispute or any other cause beyond the parties’ reasonable control including in particular acts or omissions of other providers of telecommunication services.

Assignment

Neither party may assign or transfer this Agreement or any rights hereunder to any third party, without the prior written consent of the other party.

Notices

Any notices given by the Customer under this Agreement shall be made in writing and sent by email.  Any notices given by the Service Provider under this Agreement shall be made in writing, and sent by email.  In either event, the address for service shall be the address given at the beginning of this Agreement for each party.

Contracts (Rights of Third Parties) Act 1999

This Agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Agreement.

Waiver

No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

Severance

If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Agreement

Governing Law and Jurisdiction

This agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales and the parties irrevocably agree that any such disputes or claims shall be within the exclusive jurisdiction of the courts of England and Wales. Appendix A

Service Type

What’s Included

Interim Service

Remote

  • Are there known issues we need to follow up on during site visit
  • Any offline equipment to investigate on site
  • Update network document with any changes
  • Review of documents and ensure information is kept up to date and accurate, outdated documents archived/deleted
  • Review of broadband services
  • Wireless Channel Configuration

On Site

  • Visual Inspection of equipment on each location
  • Check for damage
  • Check Alignment & Line of Sight
  • Replace any perishables
  • Anything found during remote MOT or visual inspection to be resolved (Billable if managed, discuss with site for approval first.)
  • Provide leaflets / marketing materials if required by site
  • Make notes of any identified issues which have not been resolved

Full Service

Remote

  • Resolve any known issues we need to follow up on during site visit
  • Any offline equipment to investigate on site
  • Update network document with any changes
  • Review of documents and ensure information is kept up to date and accurate, outdated documents archived/deleted
  • Review of broadband services
  • Review Firmware of equipment
  • Security review of network
  • Wireless Channel Configuration
  • Review configuration of all equipment

On Site

  • For each location
  • Visual Inspection of equipment on each location
  • Check for damage
  • Check Alignment & Line of Sight
  • Replace any perishables
  • Test connectivity of each access point and record speedtest
  • Perform Signal Survey
  • Anything found during remote MOT or visual inspection to be resolved (Billable if managed, discuss with site for approval first.)
  • Provide leaflets / marketing materials if required by site
  • Make notes of any identified issues which have not been resolved

Appendix B

Contract Length

1 Year

3 Years

5 Years

Year 1

Interim Service

Interim Service

Interim Service

Year 2

Interim Service

Full Service

Year 3

Full Service

Interim Service

Year 4

Interim Service

Year 5

Full Service

Appendix C

Minor Intermittency / Reduced performance

Major Intermittency / No service

Few Customers affected

Standard

Standard

Some customers affected

Standard

Severe

Most customers affected

Severe

Critical

All customers affected

Severe

Critical