ntl terms and conditions for on-line service

THESE TERMS AND CONDITIONS SET OUT THE WAY IN WHICH YOU ARE PERMITTED TO USE THE ONLINE SERVICE. YOUR USE OF THE ONLINE SERVICES CONSTITUTES YOUR AGREEMENT TO THESE TERMS AND CONDITIONS. IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS PLEASE DO NOT USE THE ONLINE SERVICE.

1.	DEFINITIONS
1.1	In these ntl terms and conditions for the Online Service the following words shall have the following meanings: " Master User " means an individual appointed by You and confirmed by You to ntl as the individual who is the controller of all your account and interactions with ntl and who is authorised to appoint Users. " ntl " means ntl Group Limited (whose registered office is ntl House, Bartley Wood Business Park , Hook, Hampshire , RG27 8RL ) together with its successors and permitted assigns and employees and agents. " Online Service " means the ntl business on-line service that enables You to access documents specific to the WTN Project. " Passwords " means the secret words or numbers used to confirm a User's identity when using the Online Service. " User " means, someone You have authorised and ntl has approved to use the Online Service. " WTN Project " mean the wideband transmission network project. " You/Your " means You the business entity on whose behalf You have registered with ntl to use the Online Service and includes Your business entity's successors, permitted assigns, employees and agents.
2.	ACCESS
2.1	You shall be entitled to appoint a Master User. The Master User that You appoint must have sufficient knowledge of You and sufficient authority in You to make all decisions in relation to the Online Service. Before using the Online Services ntl will notify you of the username and Password for the Master User.
2.2	The Master User shall be entitled to create profiles for the Users and ntl will act upon the instructions of the Master User in relation to Users’ profiles unless you notify us otherwise.
2.3	In relation to the Online Service (other than the appointment of Users), ntl will act upon the instructions of the Users unless you notify us otherwise. You agree to provide us with accurate information of Your details and the Master Users details and any User details and to immediately notify us of any changes to such details.
2.4	You must, and you must ensure that the Master User and the Users, keep the Passwords secret and not disclose them to any third party. If You or the Master User or a User thinks a Password is known to someone else, You must ensure that You notify ntl immediately. ntl will suspend that Your use of the known Passwords until new Passwords have been set up.
2.5	You are responsible for ensuring the Master User and each User complies with all security procedures as notified to You by ntl on this web-site, via email, telephone or other means.
2.6	You must not let anyone other than the Master User or the Users operate the Online Service for You.
2.7	In return for Your performance of Your obligations set out in these terms and conditions, ntl shall use reasonable endeavours to make the Online Services available to You and the Master User and the Users.
3.	OWNERSHIP OF INTELLECTUAL PROPERTY
3.1	You will be operating a file-sharing arrangement with ntl, by which You will be able to access and download documents from the Online Service. Material and information supplied may contain valuable information that belongs to ntl or others. ntl grants You a non-exclusive licence to use, copy, modify and create derivative works of any information and material on the Online Service for the purposes of the WTN Project. You, the Master User and Users must not use, copy, or modify the information or material, or create derivative works other than for the WTN Project, and must not otherwise sell, assign, lease, sub-license or transfer such materials and information to anyone else.
3.2	You agree that the intellectual property rights in any such modifications or derivative works you create shall be the exclusive property of ntl, and You therefore assign to ntl by way of present and future assignment the copyright and all rights in the nature of copyright in the modifications to and derivative works of the information and material on the Online Service. You agree at any time upon the reasonable request of ntl to do, execute, acknowledge and deliver all such further acts, documents and instruments as may be required to effect to this section.
4.	YOUR WARRANTY TO NTL
4.1	You warrant that you shall use the On-Line Services for the purposes of the WTN Project only.
4.2	You warrant that You shall not in gaining access to the ntl’s network introduce any computer viruses, trojan horses or similar destructive, disruptive or nuisance programs.
4.3	You warrant that the individual who accepts these terms and conditions on Your behalf is duly authorised to do so and to bind You
5.	CONFIDENTIALITY
	You agree that You shall use any information, software or data (whether oral written or in any other medium whatsoever) of any kind obtained through the Online Service solely for the purposes of the WTN Project and that You shall not at any time during or after your use of the Online Service disclose it whether directly or indirectly to any third party. These obligations of confidentiality shall survive termination of Your use of the Online Services for whatever reason for so long as such information does not fall into the public domain.
6.	INDEMNITY
	You acknowledge that any breach of these terms and conditions by You will have a significant impact on ntl’s business and network. You therefore agree to indemnify ntl in full against all claims, losses, damages, liabilities, fees (including without limitation legal fees) and amounts paid in settlement incurred or paid by ntl as a result of or in connection with any breach the terms and conditions set out herein by You or any of Your employees, agents or sub-contractors.
7.	TERMS OF USE AND LIABILITY
7.1	ntl will use reasonable endeavours to make the Online Service available to You. You acknowledge and agree that notwithstanding ntl’s proper performance of its obligations under this Agreement, the Online Service is provided ‘as is’, and that it is possible that the Online Service, and the information on the Online Service may be unavailable, incomplete, contain errors or be out of date. You must verify any information obtained from the Online Service before acting upon it.
7.2	All other conditions, warranties, terms and conditions, whether express or implied, statutory or otherwise relating to the Online Service or information and material on this site or sites accessed through this site are excluded to the extent permitted by law.
7.3	ntl will not, and its suppliers and licensors will not, be liable whether in contract, tort or otherwise for any loss or damage which: arises other than through ntl's negligence or the negligence of its employees agents or contractors; or is not a reasonably foreseeable consequence of ntl's negligence; or is any business loss including loss of revenue or profits or anticipated savings or wasted expense or data being lost or harmed or for any indirect, special or consequential loss or damage of any kind arising from access to or any use of the information and material contained on this site or any site You may access through this site. arises as a result of any viruses, trojan horses or similar destructive, disruptive or nuisance program on the Online Services. arises as a result of a third party gaining access to the Online Services through this site.
7.4	ntl does not restrict or exclude its liability for: personal injury or death directly caused by ntl or its employees whilst acting in the course of their employment with ntl or for fraud; any of ntl's liabilities which cannot by law be excluded or restricted.
7.5	In view if the sums being paid by You for the Online Service and the commercial circumstances between the parties, You agree that the limitations of liability set out above are reasonable.
8.	ENDING YOUR USE OF THE SERVICE OR SUSPENDING THE SERVICE
8.1	You may cancel the Online Service at any time, by giving notice in writing to ntl.
8.2	ntl reserves the right immediately to end or suspend Your use of the Online Service or the availability of the Online Service for any reason. We will usually give You reasonable notice of such termination or suspension, however, this may not always be possible, if for example, if You are in breach of these terms and conditions or if there is a security concern or a technical issue.
9.	CHANGES
	ntl has the right to change the terms of these ntl terms and conditions for on-line services and website use by giving You notice which may be given on the website. Please check this page from time to time for any changes to the terms and conditions. Your continued use of the Online Service following any changes to the terms and conditions will mean that you have accepted and such changes.
10.	THE VALIDITY OF THESE TERMS AND CONDITIONS
	We believe these ntl terms and conditions for on-line services are fair. If any part proves not to be legally valid because it is unfair, it will not affect the rest and we are entitled to treat that term as changed in a way that makes it fair and valid.
11.	LAW
	These ntl terms and conditions for Online Services are governed by the law and courts of England and Wales . Any disputes shall be subject to the exclusive jurisdiction of the English courts.

Created by jimw
Last modified 2004-12-16 03:09 PM