IBSWiFi –SATInfoTech Group
1.1 The definitions and rules of interpretation in this clause apply in these terms and conditions.
Customer: the party specified on the Order Form.
End-User: an individual who accesses the internet via the Services provided to the Customer.
Equipment: the router and other equipment required to receive the Services.
HotSpots: each physical location of the radio access points offering the Service.
Minimum Period: there is no minimum period from the Operational Service Date.
Operational Service Date: the date set out in the Order Form.
Order Form: the order form to be completed by the Customer before the Service commences.
Personal Data: has the meaning set out in section 1(1) of the Data Protection Act 1998.
Service: access to the internet via the IBSWiFi service and Customer analytics service as set out in the Service Schedule.
Service Level Agreement: the service level agreement set out in Schedule 2.
IBSWIFI: IBSWiFi a brand division of SATInfoTech Group, company whose registered office is at Unit 206, Dawood Center, 94 Wifaq Street, Amman, Jordan
Service Schedule: Schedule 1 to these terms and conditions setting out the wireless access service displayed.
WiFi: the wireless fidelity technology based on the IEEE 802.11 standards, which allows WiFi-enabled devices to connect to the internet when within range of a WiFi Network.
WiFi Network: a network consisting of one or more HotSpots that enable connection to the internet.
1.2 Clause and schedule headings do not affect the interpretation of this agreement.
1.3 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality) and that person's personal representatives, successors or permitted assigns.
1.4 Unless the context otherwise requires, words in the singular include the plural and in the plural include the singular.
1.5 Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.
1.6 A reference to a statute, statutory provision or subordinate legislation is a reference to it as it is in force from time to time, taking account of any amendment or reenactment and includes any statute, statutory provision or subordinate legislation which it amends or re-enacts.
1.7 A reference to writing or written includes faxes but not e-mail.
1.8 Documents in agreed form are documents in the form agreed by the parties and initialled by or on behalf of them for identification.
1.9 References to clauses and schedules are to the clauses and schedules of this agreement.
1.10 Any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.
The Contract will commence on the Operational Service Date and shall be in force for the Minimum Period and thereafter unless it is terminated by the Customer or IBSWiFi in accordance with these terms and conditions.
3.1 IBSWiFi shall provide the Service to the Customer in accordance with the Service Level Agreement.
3.2 The service enables the End Users to register with and join the IBSWiFi service either via their chosen social media account or through the IBSWiFi log-in pages.
3.3 The Customer shall procure that each End-User shall treat any information which forms part of IBSWiFi's security procedures as confidential (Security Information) and that they shall not disclose it to any third party. The Customer shall be liable for any loss or damage arising out of the disclosure of any Security Information by any End-User.
3.5 From time to time IBSWiFi may:
(a) (for operational reasons), change access codes, usernames, passwords or other security information necessary to access the Service or change the technical specification of the Service.
(b) issue instructions to the Customer and/or individual End Users, which IBSWiFi believes are necessary for reasons of health, safety, security or the quality of any telecommunications service provided by IBSWiFi to the Customer or any other customer. The Customer shall procure that the End-User complies with any such instructions that IBSWiFi issues to the Customer or the End-User.
(c) temporarily suspend the Service because of an emergency or for operational maintenance or improvements or for the purpose of ensuring network or information security. In such cases, IBSWiFi shall aim to restore the Service as soon as reasonably practical and IBSWiFi shall aim to give the Customer as much notice as possible of any emergency or scheduled suspension of the Service.
3.6 IBSWiFi does not guarantee that products or services or any websites accessible via the Service are error or virus free, and dealings that the Customer or any EndUser may have with promotions, services or merchants via the Service are solely between the Customer and/or the individual End-User and the person with whom they are dealing.
3.7 IBSWiFi does not warrant or guarantee the performance of the internet or that the transmission of information over the internet will be secure or that the internet will be accessible at all times or at the speeds indicated by IBSWiFi.
3.8 Data from end-user WiFi enabled devices will be offloaded via the IBSWiFi system onto the WiFi network or internet connection. Sufficient bandwidth is required to provide a positive user experience.
3.9 As part of the Service the access page contains a certain amount of advertising space. IBSWiFi has the right to use this advertising space or allow selected third parties to use it. Any advertisement placed in this space will not contain inappropriate or illegal content and will not directly compete with the business of Customer. The Customer has no right under this agreement to access this advertising space or influence the content of advertisements.
4.1 The Customer shall ensure, and shall procure that any End-User shall ensure, that any equipment used by the End-User to connect to or use the Service is connected and used in accordance with any instructions, safety and security procedures applicable to the use of that equipment and/or the standards that IBSWiFi has notified to the Customer.
5.1 IBSWiFi provides the Service by enabling End Users to access HotSpots provided by third party networks. IBSWiFi does not guarantee that End Users can access the internet or that End Users can continue to access the internet via any particular third party network at any time.
5.2 Because IBSWiFi does not control HotSpots provided by third party networks, IBSWiFi cannot guarantee that End Users will be able to access the Service via any of the HotSpots or guarantee that the Service will continue to be available from a specific HotSpot.
5.3 If End Users have any problems using the Service at a particular HotSpot, they should contact the staff at the location where the HotSpot is situated. Staff at such locations are not employed by IBSWiFi, therefore IBSWiFi shall not be liable to End Users for any information they provide to End Users.
6.2 Access to the Service is provided to the Customer for End Users' use only. The Customer may not re-sell the Service to any third party for money or money’s worth.
6.3 The Customer warrants that it will comply with clause 6.2 and the Customer shall indemnify IBSWiFi for any breach of that warranty.
6.4 The Customer shall not do, and shall not permit any End-User to do, anything that is likely to adversely interfere with the provision of the Services.
(a) if in IBSWiFi's reasonable opinion the Customer is involved in fraudulent or unauthorized use of the Service;
(b) if the Customer resells access to the Service in breach of clause 6.2 above; or
The charges will be governed by the plan chosen and provided under this agreement.
8.1 Either party may terminate the Contract or the Service provided under it on with immediate effect.
8.2 Without prejudice to any rights that have accrued under the Contract 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 notice to the other party if:
(a) the other party commits, or in the case of termination by IBSWiFi, if any End-User commits, a material breach of the Contract, and (if this breach is remediable), fails to remedy that breach within a period of 14 days after being notified to do so;
(b) the other party repeatedly breaches any of the terms of the Contract in a manner that reasonably justifies the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this agreement;
(c) there is a change of control of the other party.
9.1 IBSWiFi may terminate or temporarily suspend the Service if: under any of the provisions of these terms and conditions if the End User of the service has used the Service
(a) in a way that is likely to adversely interfere with IBSWiFi's ability to provide the Service to the Customer or any third party;
10.1 Where IBSWiFi provides to the Customer software which enables End Users to use the Service, IBSWiFi grants to the Customer a non-exclusive, non-transferable license to allow End Users to use that software solely for that purpose. The Customer agrees that it shall not, and shall procure that no End Users shall, without IBSWiFi's prior written consent, copy, decompile or modify the software, nor copy any manuals or documentation (except as permitted by law). The Customer shall sign, and procure that any End-User shall sign, any agreement reasonably required by IBSWiFi or the owner of the copyright in the software (where the software is licensed by IBSWiFi) to protect IBSWiFi's or the owner's interest in that software.
10.2 The Customer shall indemnify IBSWiFi for any breach of clause 10 by the Customer or End Users.
You are strongly advised to read the drafting note commentary on this clause.
11.1 The following provisions set out the entire financial liability of IBSWiFi (including any liability for the acts or omissions of its employees, agents and subcontractors) to the Customer in respect of:
(a) any breach of the agreement however arising;
(b) any use made by the Customer of the Service, or any part of them; and
(c) any representation, statement or tortious act or omission (including negligence) arising under or in connection with the agreement.
11.2 All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the agreement.
11.3 Nothing in these conditions excludes the liability of IBSWiFi for:
(a) death or personal injury caused by IBSWiFi's negligence; or
(b) fraud or fraudulent misrepresentation; or
(c) breach of the terms implied by Sale of Goods Laws; or
(d) breach of Consumer Protection Laws; or
(e) the deliberate default or wilful misconduct of IBSWiFi, its employees, agents or subcontractors.
11.4 Subject to condition 11.3:
(a) IBSWiFi shall not be liable for any errors or interruption in the installation process, whether within or outside its control;
(b) IBSWiFi 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:
(i) loss of profits;
(ii) loss of business;
(iii) depletion of goodwill or similar losses;
(iv) loss of anticipated savings;
(v) loss of goods;
(vi) loss of contract;
(vii) loss of use of Service;
(viii) loss or corruption of data or information;
(ix) loss or interruption of internet access; or
(x) 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 or any other claims for direct financial loss that are not excluded by any of categories (i) to (viii) inclusive of this clause 11.4(b);
(c) IBSWiFi shall provide the Services on an "as is" basis and all warranties conditions and other terms implied by statute or common law are to the fullest extent permitted by law excluded from this agreement.
11.5 IBSWiFi shall not be held responsible for any loss, damage or inconvenience the Customer or any End-User may suffer for emergencies or scheduled maintenance as detailed in the Service Level Agreement.
12.1 Each party undertakes that it shall not at any time OR at any time during a Contract, and for a period of five years after termination of a Contract, disclose to any person any confidential information concerning the business, affairs, customers, 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 12.2.
12.2 Each party may disclose the other party's confidential information:
(a) 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 12; and
(b) as may be required by law, court order or any governmental or regulatory authority.
12.3 No party shall use any other party's confidential information for any purpose other than to perform its obligations under this agreement.
13.2 While IBSWiFi agrees to take all necessary technical and organizational steps to ensure the security of the Service, it is not responsible for the accidental loss or destruction of any personal data any End-User transmits using the Service and IBSWiFi excludes all liability of any kind in relation to the content or security of personal data that any End-User sends or receives through the Service. For the avoidance of doubt, this paragraph does not limit or exclude any liability of IBSWiFi for a breach of IBSWiFi's data protection obligations in relation to the information which IBSWiFi obtains from the Customer before or during the term of the Contract.
13.3 The Customer agrees and acknowledges, and warrants that all End Users agree and acknowledge, that IBSWiFi may be required by law to provide assistance to law enforcement, governmental agencies and other authorities. Accordingly, the Customer agrees, and shall procure that all End Users agree:
(a) that IBSWiFi may implement and maintain an interception capability suitable to meet these requirements where IBSWiFi and/or Partner Networks are obliged by law to ensure or procure that such a capability is implemented and maintained;
(b) that IBSWiFi may implement and maintain a data retention capability for the Service to meet requirements where IBSWiFi and/or its partner networks are obliged by law to ensure or procure that data is retained; and
(c) IBSWiFi may at times co-operate with law enforcement authorities and rights-holders in the investigation of any suspected or alleged illegal activity by the Customer or End Users. If IBSWiFi is required to do so by law, this may include but is not limited to, disclosure of the Customer's or End Users' contact information to law enforcement authorities or rights-holders.
14.1 Unless otherwise expressly stated in these terms and conditions, all notices and other communications required or permitted to be given by the Customer or IBSWiFi under these terms and conditions shall be in writing. All notices and other communications shall be deemed properly served if they have been delivered personally or sent by fax or pre-paid registered post or e-mail to the address set out above (in the case of notice given to IBSWiFi by the Customer) or to the latest address provided to IBSWiFi by the Customer (in the case of notice given to the Customer by IBSWiFi).
14.2 Any notice shall be deemed to have been properly served:
(a) if delivered by hand, on delivery;
(b) if sent by pre-paid registered mail, two working days after posting;
(c) if sent by fax, on confirmation of transmission;
(d) if sent by e-mail, on confirmation of transmission.
14.3 In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that the letter was properly addressed, stamped and placed in the post and, in the case of a fax, that the fax was duly dispatched to a current fax number of the addressee and, in the case of an e-mail, that the e-mail was sent to a current e-mail address of the addressee.
IBSWiFi has the right to revise and amend these terms and conditions from time to time on giving the Customer at least 30 days' notice in writing.
16.1 Any Contract made under these terms and conditions is binding on the parties and their respective successors and assigns.
16.2 The Customer shall not, without the prior written consent of IBSWiFi (such consent not to be unreasonably conditioned, withheld or delayed), assign, transfer, mortgage, charge or deal in any other manner with any Contract or any of its rights and obligations under a Contract, or purport to do any of the same. The Customer shall not subcontract or delegate in any manner any or all of its obligations under this agreement to any third party or agent.
16.3 Each party that has rights under a Contract is acting on its own behalf and not for the benefit of another person.
17.1 IBSWiFi shall not be in breach of any Contract, nor liable for any failure or delay in performance of any obligations under a Contract (and, subject to clause 17.3, the time for performance of the obligations shall be extended accordingly) arising from or attributable acts, events, omissions or accidents beyond its reasonable control (Force Majeure Event), including but not limited to any of the following:
(a) acts of God, including but not limited to fire, flood, earthquake, windstorm or other natural disaster;
(b) epidemic or pandemic
(c) war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, breaking off of diplomatic relations or similar actions;
(d) terrorist attack, civil war, civil commotion or riots;
(e) nuclear, chemical or biological contamination or sonic boom;
(f) voluntary or mandatory compliance with any law (including a failure to grant any license or consent needed or any change in the law or interpretation of the law);
(g) fire, explosion or accidental damage;
(h) loss at sea;
(i) extreme adverse weather conditions;
(j) collapse of building structures, failure of plant machinery, machinery, computers or vehicles;
(k) any labour dispute, including but not limited to strikes, industrial action or lockouts;
(l) non-performance by suppliers or subcontractors (other than by companies in the same group as the party seeking to rely on this clause);
(m) interruption or failure of utility service, including but not limited to electric power, gas or water; and
(n) interruption or failure of telecommunications services.
17.2 The corresponding obligations of the Customer shall be suspended to the same extent as those of the party first affected by the Force Majeure Event. 11
17.3 If the Force Majeure Event prevails for a continuous period of more than six months, the Customer may terminate this agreement with immediate effect.
18.1 Any failure to exercise, or any delay in exercising, any right or remedy provided under this agreement or by law shall not constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict any further exercise of that or any other right or remedy.
18.2 No single or partial exercise of any right or remedy provided under this agreement or by law shall preclude or restrict the further exercise of that or any other right or remedy.
18.3 A party that waives a right or remedy provided under this agreement or by law in relation to another party, or takes or fails to take any action against that party, does not affect its rights in relation to any other party.
19.1 If any provision of these terms and conditions or any provisions of a Contract (or part of any provision) is found by any court or other authority of competent jurisdiction to be invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed not to form part of the Contract, and the validity and enforceability of the other provisions of the Contract shall not be affected.
19.2 If any provision of these terms and conditions or any provisions of a Contract (or part of any provision) is found illegal, invalid or unenforceable, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable OR the parties shall negotiate in good faith to amend this provision such that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the parties' original commercial intention.
Nothing in these terms and conditions is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, nor authorize any party to make or enter into any commitments for or on behalf of any other party.
21.1 These terms and conditions and any documents referred to in it constitute the whole agreement between the parties and supersede any previous arrangement, understanding or agreement between them relating to the subject matter of this agreement.
21.2 Each party acknowledges that, in entering into a Contract under these terms and conditions, it does not rely on any statement, representation, assurance or warranty (Representation) of any person (whether a party to that Contract or not) other than as expressly set out in these terms and conditions or any documents forming part of the Contract.
21.3 Each party agrees and undertakes to the other parties that the only rights and remedies available to it arising out of or in connection with a Representation shall be for breach of contract as expressly provided in these terms and conditions.
21.4 Nothing in this clause shall limit or exclude any liability for fraud.
Clauses 1, 1.1, 1, 12 and 23 shall survive termination of this agreement and continue in full force and effect.
23.1 Any Contract made under these terms and conditions and any dispute or claim arising out of or in connection with it or its subject matter or formation (including no contractual disputes or claims) shall be governed by the laws of the Hashemite Kingdom of Jordan.
23.2 Any dispute or claim arising out of or in connection with a Contract or its formation (including non-contractual disputes or claims) shall be subject to the jurisdiction of the courts of Jordan.