Terms & Conditions

1. DEFINITIONS

“HG IP Networks”, “we”, or “us” means HG IP Networks Ltd.
“Customer” means the individual, firm, company, or organisation acquiring the Services.
“Materials” means all cabling, components, hardware, equipment, consumables and any other physical items supplied or used by HG IP Networks.
“Order” means the purchase order, quotation acceptance, or written agreement completed by the Customer.
“Price” means the sums payable by the Customer under Condition 4.
“Property” means the premises where the Services are to be provided.
“Services” means network cabling installation, testing, maintenance, design, consultancy, surveys, project management and related services or in the case of ISP/Network Provider -Services related to products provided and contracted between the ISP and Customer.
“Specification” means the agreed scope of works.
“Network Provider” means BT, EE, O2, Virgin Media, Daisy or any other ISP or carrier.
“SLA” means the Service Level Agreement set solely by the Network Provider, for which HG IP Networks has no responsibility.

 

2. PROVISION OF SERVICES (Non ISP/Network Provider)

2.1 HG IP Networks agrees to provide the Customer with the Services upon and subject to these Terms.

2.2 HG IP Networks or its subcontractors shall exercise such standard of skill and care ordinarily exercised by competent organisations performing similar services.

2.3 HG IP Networks provides network infrastructure services including but not limited to installation of copper and fibre optic cabling, structured cabling systems, network infrastructure design, diagnostic testing and certification, maintenance and support services.

2.4 HG IP Networks may provide additional services where reasonably necessary for the proper performance of the Services. Any such additional services shall be chargeable.

2.5 The Customer shall comply with all reasonable requests made by HG IP Networks to enable the Services to be provided, including providing timely access to the Property and relevant technical information.

2.6 All Orders require acceptance in writing (including email) by HG IP Networks and, unless accepted, impose no obligation on HG IP Networks.

2.7 HG IP Networks shall, subject to Condition 8, use reasonable endeavours to provide the Services in accordance with the Specification and within any timescales specified in the Order. Time shall not be of the essence unless expressly agreed in writing.
2.7.1 For the purposes of Clause 2.7, the Customer acknowledges and agrees that HG IP Networks provides internal network infrastructure services only, unless expressly agreed otherwise in writing. HG IP Networks does not provide or manage ISP services, telecommunications carrier services or mobile network services. All such services are supplied solely by the relevant Network Provider under their own agreements, terms and SLAs.
2.7.2 In connection with the performance of the Services under Clause 2.7, HG IP Networks may utilise third‑party suppliers, carriers, network providers, licensors, distributors or subcontractors. Certain elements of the Services may therefore be subject to the terms, conditions and service levels of such third parties. HG IP Networks shall not be responsible for the acts, omissions, delays or failures of any third party, except to the extent caused by the negligence or wilful default of HG IP Networks.
2.7.3 To support the delivery of the Services under Clause 2.7, HG IP Networks may make changes to the Services where reasonably necessary for operational, technical, legal, regulatory or security purposes, provided that such changes do not materially reduce the overall functionality of the Services.
2.7.4 HG IP Networks may carry out planned maintenance, upgrades, testing or remedial works from time to time in connection with the Services under Clause 2.7. Where reasonably practicable, advance notice of such maintenance shall be provided to the Customer.

2.8 HG IP Networks shall use reasonable endeavours to rectify failures in operability of cabling and networking systems arising solely from defective workmanship by HG IP Networks or its authorised representatives and notified within twelve (12) months of completion of the relevant Services.
HG IP Networks shall not be responsible for failures caused by:
2.8.1 Installation or alterations carried out by persons not authorised by HG IP Networks.
2.8.2 Failure to comply with instructions or advice of HG IP Networks.
2.8.3 Normal wear and tear, or age of, or defect of equipment and or lack of vendor support or warranty.
2.8.4 Defects in Materials or hardware/software supplied by third parties.
2.8.5 Use of incompatible software.
2.8.6 Misuse, negligence or improper storage or handling of Materials.
2.8.7 Modifications to the Property or building works carried out after installation.

2.9 No warranty, condition or term, express or implied, as to the condition, performance, satisfactory quality, durability or fitness for purpose of the Materials is given or assumed by HG IP Networks and all such warranties are excluded to the fullest extent permitted by law.

2.10 No warranty is given as to the functionality of any software products or integrated systems used by the Customer which incorporate or relate to the Materials.

2.11 Network performance may depend upon ISP services, building layout, cabling routes, environmental conditions, electromagnetic interference and third-party equipment. HG IP Networks shall not be liable for performance issues arising from such factors.

2.12 Nothing in these Terms shall exclude or limit HG IP Networks’ liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability which cannot be excluded under applicable law. HG IP Networks shall not be liable for business interruption, loss of production or losses arising from Customer misconfiguration or changes made after installation.

 

3. OBLIGATIONS OF THE CUSTOMER

3.1 The Customer shall allow authorised representatives of HG IP Networks access to the Property during normal business hours or as otherwise agreed.

3.2 The Customer shall make available sufficient documentation and information relating to the Property, infrastructure and technical requirements.

3.3 The Customer warrants that it has obtained all necessary permissions, consents and approvals required for installation.

3.4 The Customer shall ensure that the Property is safe, accessible and suitable for installation. The Customer shall provide asbestos information, hazard disclosures, adequate lighting, power and environmental conditions, and shall notify HG IP Networks of any health and safety risks.

3.5 The Customer is responsible for ensuring the compatibility, suitability and safety of any equipment supplied by it.

3.6 The Customer shall provide all reasonable assistance, information and cooperation required by HG IP Networks.

3.7 The Customer shall maintain appropriate security measures relating to its systems, equipment and user accounts.

3.8 The Customer shall cooperate fully with any investigation into faults or service issues and provide access to relevant equipment, systems, documentation and locations.

3.9 Where delays arise due to the Customer’s failure to provide access, information, approvals, equipment or facilities, HG IP Networks may revise delivery timescales and recover reasonable additional costs, including aborted visit fees, re‑attendance charges and minimum call‑out fees.

 

4. PRICE AND PAYMENT

4.1 The Customer shall pay the Price in accordance with this Condition.

4.2 The Price shall be stated in the Order or quotation and shall be exclusive of VAT and any other applicable taxes.

4.3 The Price may be increased on account of increases in the cost of materials, labour, transport, taxation, supplier charges or other costs arising after acceptance of an Order.

4.4 Unless otherwise agreed in writing, all invoices are payable immediately upon receipt. Net 30 payment terms may be offered only to selected Customers at the sole discretion of HG IP Networks following satisfactory credit assessment.
4.4.1 Any credit facility granted by HG IP Networks is discretionary and may be reviewed, amended, reduced or withdrawn at any time. HG IP Networks may apply credit limits, require deposits or require staged milestone payments.

4.5 Payments shall be made by payment link, bank transfer, cheque or such other method as HG IP Networks may accept.

4.6 Payment shall be made in full without set-off, counterclaim, deduction or withholding.

4.7 If the Customer fails to make payment by the due date, HG IP Networks may suspend performance of its obligations and recover costs incurred up to the point of suspension. HG IP Networks may withhold documentation, test results, diagrams, configurations, certificates or other deliverables until all outstanding sums have been paid.
4.7.1 HG IP Networks reserves the right to charge interest on overdue sums in accordance with the Late Payment of Commercial Debts (Interest) Act 1998 together with any applicable debt recovery charges permitted by law.
4.7.2 Where any invoice remains unpaid after its due date, HG IP Networks may suspend ongoing Services, support activities, project work, access to documentation or any other obligations until all outstanding sums have been paid in full.
4.7.3 The Customer shall reimburse HG IP Networks for all reasonable costs, legal fees, third‑party recovery fees and expenses incurred in recovering overdue amounts.

 

5. MATERIALS, EQUIPMENT AND DELIVERABLES

5.1 All Materials shall, unless otherwise agreed, be delivered to the Property.

5.2 Risk in the Materials shall pass to the Customer upon delivery or installation, whichever occurs first.

5.3 HG IP Networks shall use reasonable endeavours to comply with delivery dates, but time shall not be of the essence.

5.4 Title to the Materials shall pass only upon full payment of all sums due.

5.5 Until title has passed, the Customer shall store and maintain Materials separately and in satisfactory condition.

5.6 Retention of Title and Rights of Recovery Title to all Materials, equipment, hardware and deliverables supplied by HG IP Networks shall remain with HG IP Networks until all invoices have been paid in full. Until such time:
• The Customer shall hold all Materials and equipment as bailee for HG IP Networks.
• HG IP Networks may enter the Property to inspect, recover or remove unpaid Materials or equipment and may charge reasonable recovery costs including call‑out fees, labour, travel and replacement costs.
• The Customer shall not sell, transfer or encumber such Materials or equipment.
• HG IP Networks may suspend or withdraw licences, configurations, documentation or deliverables.
• Ownership of deliverables shall not transfer until all sums due have been paid.

5.7 Any equipment, hardware, software or services supplied by a Network Provider or other third party shall remain subject to that provider’s ownership rights and licence terms.

5.8 All network diagrams, configurations, passwords, test results, certification records, technical documentation and other deliverables produced by HG IP Networks shall remain the property of HG IP Networks until all outstanding invoices have been paid in full.

5.9 Any software, firmware or licences provided as part of the Services shall be subject to the applicable licence terms of the relevant provider.

 

6. LIMITATION OF LIABILITY

6.1 Nothing in these Terms shall exclude or limit liability for death or personal injury caused by negligence, fraud, fraudulent misrepresentation or any liability which cannot be excluded by law.

6.2 Subject to Condition 6.1, HG IP Networks’ total aggregate liability arising under or in connection with the Services shall not exceed £1,000,000 in any one calendar year.

6.3 HG IP Networks shall not be liable for loss of profits, revenue, contracts, anticipated savings, data, goodwill, business interruption, loss of production, loss of use or any indirect, special or consequential loss.

6.4 The Customer shall indemnify HG IP Networks against losses arising from the Customer’s breach of these Terms or negligent acts or omissions.

6.5 All ISP, mobile, hosted telephony, leased line or broadband services are provided solely by the relevant Network Provider. HG IP Networks does not guarantee or control connectivity, speed, uptime, availability, coverage, provisioning, number porting or SLAs relating to such services.

6.6 HG IP Networks shall not be liable for failures caused by:

• ISP / Network disruptions or outages;

• Openreach faults;

• Mobile coverage limitations;

• Internet congestion;

• ISP configuration errors;

• Provisioning delays;

• Number porting failures;

• Third‑party carrier faults.

6.7 HG IP Networks does not guarantee specific speeds, wireless coverage, throughput or performance where dependent upon ISP services, third‑party infrastructure or environmental conditions.

6.8 HG IP Networks shall not be liable for any failure or delay in performance caused by circumstances beyond its reasonable control, including acts of God, flood, fire, adverse weather, power failures, telecommunications failures, industrial disputes, cyber‑attacks, shortages of materials, transport disruption or actions of third‑party network operators.

6.9 The Customer remains solely responsible for maintaining adequate backups of all data, software and systems. HG IP Networks shall not be liable for data recovery costs or any loss, corruption or destruction of Customer data.

6.10 Unless expressly agreed otherwise in writing, HG IP Networks does not warrant that any network, system, hardware, software or service supplied will be immune from cyber‑attacks, unauthorised access, malware, ransomware or other security incidents. The Customer remains responsible for implementing appropriate cyber security measures, including firewalls, endpoint protection, patch management and user access controls.

6.11 The liability cap set out in Condition 6.2 applies to all claims arising under or in connection with the Services, whether arising in contract, tort (including negligence), breach of statutory duty or otherwise. All exclusions and limitations in this Section 6 shall apply to the fullest extent permitted by law.

 

7. INSURANCE

7.1 HG IP Networks maintains the following insurance cover appropriate to the Services:
• Public Liability Insurance: £2,000,000 limit of indemnity;
• Professional Indemnity Insurance: £1,000,000 limit of indemnity.

Details of insurance cover shall be made available to the Customer upon reasonable request.

7.2 The insurance cover maintained by HG IP Networks, including Public Liability Insurance (£2,000,000) and Professional Indemnity Insurance (£1,000,000), is held for the protection of HG IP Networks and its Customers. The existence of such insurance and the stated limits of indemnity shall not be interpreted as a limitation or definition of HG IP Networks’ contractual liability, nor shall it create any obligation on HG IP Networks to maintain insurance at any particular level unless required by law.

The contractual liability of HG IP Networks is governed solely by the limitations and exclusions set out in Section 6 (Limitation of Liability) of these Terms. No Customer shall have any right to claim directly against HG IP Networks’ insurers, nor shall any insurance policy held by HG IP Networks confer any third‑party rights.

 

8. TERMINATION

8.1 HG IP Networks may suspend Services immediately upon non‑payment. HG IP Networks may terminate the provision of Services immediately upon written notice if the Customer fails to pay any invoice within seven (7) days of written notice of default.

8.2 Either party may terminate these Terms immediately upon written notice if any of the insolvency or cessation‑of‑business events listed in Conditions
8.2.1 the other party becomes bankrupt, makes any voluntary arrangement with its creditors (within the meaning of the Insolvency Act 1986), or, being a company, becomes subject to an administration order or goes into liquidation (other than for the purpose of amalgamation or reconstruction).
8.2.2 an encumbrancer takes possession of, or a receiver is appointed over, any of the property or assets of the other party.
8.2.3 the other party ceases, or threatens to cease, to carry on business.
8.2.4 the other party is unable to pay its debts as they fall due.
8.2.5 either party reasonably apprehends that any of the events listed in Conditions 8.2.1 to
8.2.4 are about to occur in relation to the other party and notifies the other party accordingly in writing.

8.3 Upon termination, all outstanding payments become immediately payable. HG IP Networks may invoice for committed costs, Materials ordered and any work performed up to the termination date. Retention‑of‑title rights under Condition 5 shall continue to apply.

8.4 Termination shall not affect any rights, remedies, obligations or liabilities accrued up to the date of termination.

 

9. FORCE MAJEURE 

9.1 HG IP Networks shall not be liable to the Customer nor be deemed to be in breach of these Terms because of any delay in performing or failure to perform any of the Services if the delay or failure is due to any cause beyond its reasonable control. Without prejudice to the generality of the foregoing, the following shall be regarded as causes beyond the reasonable control of HG IP Networks:
9.1.1 act of God, explosion, flood, tempest, fire or accident;
9.1.2 war or threat of war, sabotage, insurrection, civil disturbance or requisition;
9.1.3 acts, restrictions, regulations, by‑laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority;
9.1.4 strikes, lockouts or other industrial action or trade disputes (whether involving employees of HG IP Networks, the Customer or a third party);
9.1.5 adverse weather conditions;
9.1.6 inability or delays in obtaining supplies of any Materials;
9.1.7 breakdown of plant, machinery or vehicles;
9.1.8 pandemic, epidemic or public health emergency;
9.1.9 failure of telecommunications or internet services.
9.2 If a force majeure event continues for more than ninety (90) days, either party may terminate these Terms by giving written notice to the other party.

 

10. DATA PROTECTION

10.1 Both parties shall comply with all applicable data protection legislation including the UK GDPR and the Data Protection Act 2018.

10.2 HG IP Networks shall process personal data only in accordance with its Privacy Policy and applicable legislation. HG IP Networks shall act as a data processor only where expressly agreed in writing.

10.3 The Customer is responsible for ensuring it has a lawful basis for providing any personal data to HG IP Networks. HG IP Networks shall not be responsible for the Customer’s compliance with its own data protection obligations.

 

11. INTELLECTUAL PROPERTY

11.1 All intellectual property rights in any designs, drawings, specifications, documentation, configurations, test results, diagrams or other materials created by HG IP Networks in the course of providing the Services shall remain the exclusive property of HG IP Networks.

11.2 HG IP Networks grants to the Customer a non‑exclusive, non‑transferable licence to use such materials solely for the purpose of receiving and using the Services. No rights are granted to copy, modify, distribute or disclose such materials without HG IP Networks’ prior written consent.

 

12. CONFIDENTIALITY

12.1 Each party undertakes not to disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by Condition 12.2.

12.2 Each party may disclose the other party’s confidential information:
• to its employees, officers, representatives or advisers who need to know such information for the purposes of carrying out the party’s obligations under these Terms; or
• as required by law, court order or any governmental or regulatory authority.

12.3 Neither party shall use the other party’s confidential information for any purpose other than to perform its obligations under these Terms.

 

13. WAIVER

13.1 No waiver by HG IP Networks of any breach of these Terms shall be considered a waiver of any subsequent breach. No waiver shall be effective unless made in writing.

 

14. SEVERANCE

14.1 If any provision of these Terms is held by any competent authority to be invalid or unenforceable in whole or in part, the validity of the remaining provisions and the remainder of the affected provision shall not be impacted.

 

15. ASSIGNMENT

15.1 HG IP Networks may at any time assign, transfer, mortgage, charge, subcontract or otherwise deal with any of its rights or obligations under these Terms.

15.2 The Customer shall not assign, transfer, mortgage, charge, subcontract or otherwise deal with any of its rights or obligations under these Terms without HG IP Networks’ prior written consent.

 

16. NOTICES

16.1 Any notice required under these Terms shall be in writing and served by personal delivery, registered or recorded delivery post, or email with confirmation of receipt.

16.2 Notices shall be sent to the registered office or last known principal place of business of the relevant party, or such other address as previously notified in writing.

16.3 A notice shall be deemed received:
• if delivered personally, at the time of delivery;
• if sent by registered or recorded delivery post, three (3) working days after posting;
• if sent by email, on the next working day after sending, provided no delivery failure notification is received.

 

17. THIRD PARTY RIGHTS

17.1 These Terms do not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999. This does not affect any right or remedy of a third party which exists independently of that Act.

 

18. GOVERNING LAW AND JURISDICTION

18.1 These Terms and any dispute or claim arising out of or in connection with them shall be governed by and construed in accordance with the law of England and Wales.

18.2 Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms.

 

19. ENTIRE AGREEMENT

19.1 These Terms constitute the entire agreement between the parties and supersede all previous agreements, promises, assurances, warranties, representations and understandings relating to their subject matter.

19.2 Each party acknowledges that it does not rely on any statement, representation, assurance or warranty not set out in these Terms.

19.3 No variation of these Terms shall be effective unless in writing and signed by authorised representatives of both parties.

 

20. MOBILE SERVICES (NETWORK PROVIDER)

20.1 Reseller Status

HG IP Networks acts as an authorised business partner of the network provider for the supply of mobile airtime, mobile devices and associated mobile services. All mobile contracts, billing, service delivery, network performance and ongoing support are provided directly by the network provider. HG IP Networks does not bill the Customer for mobile airtime or mobile services.

20.2 Contract Formation

Any mobile service ordered through HG IP Networks is subject to the network provider’s terms, credit checks and acceptance processes. A contract is formed directly between the Customer and the network provider. HG IP Networks facilitates the order but is not a party to the mobile service contract.

20.3 Tariffs, Pricing and Promotions

All tariffs, pricing, allowances, promotions and device offers are set by the network provider. HG IP Networks provides information based on published pricing but cannot guarantee availability or accuracy where changes occur. Final pricing is confirmed by the network provider.

20.4 Orders, Delivery and Device Availability

Device availability, delivery times and stock levels are controlled by the network provider. HG IP Networks may assist with order placement and tracking but is not responsible for delays, backorders or stock shortages.

20.5 Number Porting and Switching

HG IP Networks may assist with PAC/STAC requests and number porting. All porting activity is carried out by the network provider in accordance with Ofcom regulations. HG IP Networks is not liable for delays or failures caused by the losing provider or the network provider.

20.6 Support, Faults and Service Issues

All service faults, coverage issues, billing queries and contract‑related matters must be raised directly with the network provider. HG IP Networks may provide guidance but is not responsible for network performance or billing errors.

20.7 Liability

HG IP Networks accepts no liability for network outages, coverage limitations, service degradation, billing disputes or any other issues arising from the network provider’s delivery of mobile services. HG IP Networks is responsible only for the accuracy of information provided at the point of sale and for correctly submitting orders.

20.8 Data Protection and Privacy

HG IP Networks collects customer information solely for submitting mobile service orders. Customer data is processed in accordance with our Privacy Policy and UK GDPR. The network provider maintains its own privacy policies once a contract is activated.

20.9 Marketing Communications

Marketing communications relating to mobile services are sent by HG IP Networks in compliance with PECR. Customers may opt out at any time. Marketing consent does not affect any existing network provider contract.

20.10 Changes to Mobile Terms

The network provider may update its terms, pricing or policies. HG IP Networks is not responsible for changes made by the network provider. Customers will be notified directly by the network provider where required.

 

21. BROADBAND, LEASED LINE AND HOSTED VOICE SERVICES

21.1 Reseller Status

HG IP Networks acts as an authorised partner for broadband, leased line and hosted voice services. All contracts, billing, service delivery, network performance and support are provided directly by the network provider unless expressly stated otherwise.

21.2 Contract Formation

Any broadband, leased line or hosted voice service ordered through HG IP Networks is subject to the network provider’s terms, credit checks, provisioning processes and acceptance criteria. A contract is formed directly between the Customer and the network provider.

21.3 Tariffs, Pricing and Promotions

All tariffs, pricing, SLAs, promotions and service features are set by the network provider. HG IP Networks provides information based on published pricing but cannot guarantee availability or accuracy where changes occur. Final pricing is confirmed by the network provider.

21.4 Orders, Provisioning and Installation

Provisioning timelines, installation dates, engineering appointments and activation processes are controlled by the network provider. HG IP Networks may assist with coordination but is not responsible for delays or missed appointments.

21.5 Service Performance and SLAs

All service performance, uptime guarantees, fault resolution targets and SLAs are governed by the network provider’s terms. HG IP Networks does not provide any independent SLA for these services.

21.6 Support, Faults and Service Issues

All faults, outages, performance issues, billing queries and contract‑related matters must be raised directly with the network provider. HG IP Networks may assist with escalation but is not responsible for network performance or billing errors.

21.7 Number Porting (Hosted Voice)

HG IP Networks may assist with number porting requests. All porting activity is carried out by the network provider in accordance with Ofcom regulations. HG IP Networks is not liable for delays or failures caused by the losing provider or the network provider.

21.8 Equipment and Hardware

Where hardware is supplied by the network provider, HG IP Networks accepts no liability for defects or failures. Hardware warranties are provided by the manufacturer or network provider. Hardware supplied directly by HG IP Networks is subject to the warranty terms in Section 2.

21.9 Liability

HG IP Networks accepts no liability for outages, service degradation, SLA breaches, billing disputes or any issues arising from the network provider’s delivery of broadband, leased line or hosted voice services.

21.10 Data Protection and Privacy

HG IP Networks collects customer information solely for submitting service orders. Customer data is processed in accordance with our Privacy Policy and UK GDPR. The network provider maintains its own privacy policies once a contract is activated.

21.11 Marketing Communications

Marketing communications relating to broadband, leased line or hosted voice services are sent in compliance with PECR. Customers may opt out at any time.

21.12 Changes to Service Terms

The network provider may update its terms, pricing, SLAs or policies. HG IP Networks is not responsible for changes made by the network provider. Customers will be notified directly where required.

 

END OF TERMS AND CONDITIONS