“Agreement” means these terms and conditions together with the Customer’s Order and Terms of Service (if any);
“You” shall mean the Customer of Wireless Social in respect of the Service;
“Minimum Term” shall mean the contract period as specified in the Terms of Service or on the Invoice;
“Order” shall mean any request by the Customer to provide the Service;
“Service” shall mean the services or products offered by Wireless Social and specified in the Customer’s Order;
“Wireless Social” shall mean Wireless Social Group Limited;
1.1 Equipment is required to enable the Wireless Social service to function and this can be supplied by Wireless Social. If you have specific requirements you should discuss these with us prior to ordering. When placing an order you accept responsibility for the suitability of the equipment.
Installation, in most instances should be a simple matter of unplugging and plugging in a wire, but you accept responsibility for successful deployment especially where this may have accessibility issues or require more complicated integration with your existing infrastructure.
We recommend you engage an IT professional if in any doubt.
1.2 If Equipment has been ordered from us for the delivery of the Wireless Social service we will send out by Recorded Delivery or Courier. On Proof of Delivery You will assume responsibility for the equipment including protecting from damage (except reasonable wear and tear) and insurance.
You commit to plug-in the equipment within 5 working days of delivery and service will be deemed to have commenced at that point or 5 days after delivery whichever is sooner. If you keep the equipment for more than 5 days after delivery you will be deemed to have accepted the equipment and service will be deemed to have commenced.
Except where You have specifically purchased the Equipment from us (as detailed on Your invoice) on termination of the contract you will return the Equipment to us within 5 working days of the end date. You are responsible for shipping including postage costs, arranging for insurance and suitable packaging.
If You fail to return the equipment, or if, at our absolute discretion, it is not in a fair condition when returned, subject to reasonable wear and tear, then we reserve the right to raise an invoice to You for the replacement cost of the equipment plus an administration fee.
1.3 You must use the equipment supplied by Wireless Social (if any) to enable the service to function effectively and agree not to tamper with or dismantle the equipment or related software in any way.
1.4 You agree not to install or use, or let any third party install or use, any device on their network with the intention of monitoring or intercepting data passing into or out of the Wireless Social hardware.
2 Service Activation
2.1 Unless any agreement is made with You to the contrary, the Service will be activated as soon as is reasonably possible after Your order is received and necessary equipment despatched.
2.2 By accessing and using the service, you accept and agree to be bound by the terms and provisions of this agreement. In addition, when using these services you shall be subject to any posted guidelines and rules applicable to such services. Any participation in this service will constitute acceptance of this agreement.
3 Commencement and Term
3.1 Following Activation, the service will be provided for a period equal to the Minimum Term. If You cancel this Agreement during the Minimum Term the service will be cancelled but the full invoice will still remain payable.
3.2 On expiry of the Minimum Term the service will be automatically extended for a period equal to the Minimum Term unless either You or Wireless Social gives notice to the other party not less than 30 days before the expiration of the Minimum Term.
3.3 When we renew your licences we will use our standard price point in force at the time of renewal unless we agree with you to the contrary.
3.4 As Wireless Social will use the contact details taken on the initial order You should ensure that You inform Us if the contact details need updating.
4 Use of Service
4.1 Wireless Social is not responsible for information or material which is transmitted or accessed via the Service with the exception of the data accessible via the Wireless Social management portal.
4.2 You shall not use the Service in connection with the carrying out of any fraudulent, criminal or any other illegal activity, to send, knowingly receive, upload, download or use any material which is offensive, abusive, indecent, defamatory, obscene or menacing or in breach of copyright, confidence, privacy or any other rights, to cause annoyance or needless anxiety, to send or provide or, knowingly receive responses to, any spam or unsolicited advertising or promotional material, to knowingly or recklessly transmit any electronic material (including viruses) which shall cause or is likely to cause detriment or harm in any degree to computer systems owned by Wireless Social or other Internet users in a manner which restricts or inhibits any other user from using or enjoying Wireless Social’s products or services.
4.3 Wireless Social does not monitor or control any of the material that is transmitted or accessed via the Service (apart from the data appearing in the Wireless Social customer portal). You should ensure that any person using the service is familiar with the content of these terms.
4.4 We reserve the right to make changes to the technical specification of the Service from time to time.
4.5 If you have the Presence Service from us you accept that this requires third party functionality that is outside our control;
Mobile devices “ping” to Presence equipment and that hardware reports to our systems. In the absence of these, our systems will still report data, although it may be less complete than when they are fully functional. The effectiveness of presence can be directly impacted by:
– The location of the sensor or Access Points used to report this information.
– Firmware updates on 3rd party hardware may change how data is collected, or may impact performance in the case of 3rd party software issues (bugs).
– Technology changes, as technology is under continual development, future changes in protocols and features may impact the volumes of data collected in the long-term.
5 Service Suspension and Alteration
5.1 Wireless Social may suspend the provision of the Services or any part thereof, with no liability to You for any loss or damages You suffer as a consequence of such suspension, if and to the extent that Wireless Social has reasonable grounds to believe that the Services are being used in breach of Clause 4, or temporarily, for operational or technical reasons or You do not pay Wireless Social’s invoices when due. Wireless Social shall give You as much notice of a suspension as is reasonably practicable in these circumstances.
5.2 Wireless Social shall be entitled to terminate or modify the Service, without any liability whatsoever, if any licence or authorisation which Wireless Social requires in order to provide the Service is not obtained, withdrawn or otherwise cancelled; in the event of a modification that is detrimental to the Service You shall have the right to terminate this Agreement by giving Notice in writing in accordance with Clause 7.
6 Charges and Credit Terms
6.1 Access Points
Your invoice for the Wireless Social licences will be based on a certain number of Access Points which is calculated from the information you have given us. It is your responsibility to ensure that you inform us of the number that you need to give you satisfactory coverage. In the event that you require more access points we reserve the right to adjust our quote and/or to issue a follow-up invoice. We are unable to reduce the number of licences except at the time of renewal. Please note that all licences are purchased for a minimum period of 12 months.
Should you self-provision extra Access Points beyond that which was agreed we will invoice you for the extra for a period equal to the minimum term of the original invoice at our standard price point.
6.2 We offer a variety of payment methods including cheque, bank transfer, debit and credit card. Payment is to be made by the terms agreed which is normally 14 days. Wireless Social reserves the right to suspend the service if payment is not made within the terms.
In the event that an invoice is not paid we may terminate the contract with no liability to You and instruct a debt collection agency to recover our costs. We may also charge statutory interest at 8% plus Bank of England base rate, such interest to accrue on a daily basis.
7.1 Wireless Social may terminate this Agreement by notice; such notice to take effect forthwith if You has not paid following suspension under clause 5, or if any of the following events occurs (each event being a “Default”)
You have provided any false information to Us in connection with the agreement
You breach this Agreement and fail to remedy that breach with 10 working days of notification of the breach occurring
You cease carrying on trading
You are unable to pay Your debts as they fall due, or You convene a meeting for the purposes of making or proposing to make an Arrangement with Your creditors or if a liquidator, receiver, administrator, manager, trustee or similar person is appointed over any of Your assets, or any petition is present or any other steps taken, for the purpose of making an administration order against You, or for Your winding-up or dissolution, or any similar action or steps are taken in relation to You and such action or steps are not withdrawn within 30 days.
7.2 The termination or expiry of this Agreement shall be without prejudice to the rights and liabilities of either Wireless Social or You accruing up to such date.
8 Service Technology
8.1 The Wireless Social service requires an active, working broadband connection at all times. The provision of a working broadband connection at the venue(s) is Your sole responsibility.
8.2 The service takes up very little of your internet connectivity. Consequently, any issues you find with regard to Broadband speed or quality will be a function of the service you receive from your Broadband provider and not Wireless Social. In the event of poor Broadband speed you should liaise with your Broadband provider to improve the service.
9 Data Protection – Your Data
9.1 Wireless Social shall be entitled to store and process the data provided on taking the order for its internal use and for the purposes of providing the Service. You have the right to request a copy of information relating to You that is held by Wireless Social, by written request to Wireless Social and You may change appropriate personal information held by Wireless Social about You at any time, by advising Wireless Social in writing.
9.2 From time to time during the duration of the contract Wireless Social may contact You about other Wireless Social products and services. If You do not wish Wireless Social to contact them, it is Your responsibility to inform Wireless Social.
Data Protection – Your Customers’ Data
9.3 You acknowledge that the Wireless Social service provides You with access to personal data which is covered by the Data Protection Act 2018 (DPA) (commonly referred to as “GDPR”).
By receiving the Wireless Social service You understand the following:
The DPA puts obligations on both Data Processors and Controllers.
You warrant that You are legally entitled to have access to the Personal Data arising from the Service.
Where required by the DPA You have appointed a Data Protection Officer (DPO). The name and contact details of that person to be communicated to Us.
You have a valid ICO certificate with an adequate Data processing policy (in the UK) or similar certification relevant to your jurisdiction. The number of the certificate to be communicated to Us within 30 days of service activation.
You will ensure that all Your employees, contractors or other people with access to the Data, understand their responsibilities under the DPA and that You have contracts in place with them that detail their obligations under the DPA
You will ensure that appropriate technical and organisational measure in relation to the processing of data are in place
In general, You agree that all data obtained through use of the service is held in compliance with the DPA.
You agree that, whilst the Wireless Social service gives you the ability to meet your obligations, it is Your responsibility to ensure that data is used in compliance with the law.
9.5 Wireless Social and the Customer shall jointly own all Data collected through the Service for the duration of and indefinitely after the termination of this Agreement.
9.6 Wireless Social shall allow You access to the Portal to process the Data in any way subject to the DPA. Wireless Social reserves the right to restrict access if it considers that You are not complying with relevant legislation.
9.7 Where Location Services are being supplied, You should ensure adequate signage is displayed on the premises to inform the End Users of the service.
9.8 You shall indemnify Wireless Social against all cost, expenses, claims and losses sustained as a consequence of any breach of this section by You.
10.1 Wireless Social gives no warranty and makes no representation in respect of the Services including, without limitation, the availability of such Services save as specified in the Terms and Conditions and hereby excludes, to the fullest extent permitted by law, all conditions, warranties, terms, undertakings and representations, express of implied, whether by statute, common law or otherwise in relation to such Services.
10.2 Wireless Social shall not be liable to You whether in contract, tort, by statute or otherwise in respect of any loss of profits and/or for any special, indirect, incidental, or consequential loss or damage arising out of or in connection with the appointment of Wireless Social and/or the use of the Services for loss of revenue, loss of anticipated savings, loss of business and/or goods, loss of goodwill, loss of use, loss and/or corruption of data and/or other information, downtime and any damage relating to the procurement by You or third party Customer of any substitute services.
10.3 For the avoidance of doubt, neither the types of loss and/or damage specified in clause 10.1 or 10.2 inclusive nor any similar types of loss and/or damage shall constitute direct loss for the purposes of this Agreement.
10.4 When end users connect to the internet through the Service they will visit a “splash page” which contains access information and may contain information about You. Wireless Social is not responsible for any content contained on the “splash page”.
By using the service, You confirm that you own or are authorised to use all materials appearing on the “splash page”, that it gives permission for Wireless Social to use such material in the creation of the “splash page” and in any other way necessary to deliver the Service and that the information on the “splash page” is complete and accurate.
10.5 Nothing in this agreement shall exclude or restrict the liability of either party for fraudulent misrepresentation and/or for death or personal injury arising as a result of the negligence of that party, its officers, employees, agents and/or sub-contractors.
11 Force Majeure
“Force Majeure” shall mean act of God (such as, but not limited to, fires, explosions, earthquakes, drought, tidal waves and floods); war, hostilities (whether war be declared or not), invasion, act of foreign enemies, mobilisation, requisition, or embargo; rebellion, revolution, insurrection, or military or usurped power, or civil war; contamination by radio-activity from any nuclear fuel, or from any nuclear waste from the combustion of nuclear fuel, radio-active toxic explosive, or other hazardous properties of any explosive nuclear assembly or nuclear component of such assembly; riot, commotion, strikes or disorder; or acts or threats of terrorism.
11.1 No failure or omission by Wireless Social to carry out or observe any of the Terms and Conditions of this Agreement shall give rise to any claim against Wireless Social or be deemed a breach of this Agreement if such failure or omission arises from a cause of force majeure or any other cause beyond the reasonable control of Wireless Social.
12.1 No waiver by either party of any provision of this Agreement shall be binding unless made expressly and confirmed in writing. Any such waiver shall not apply to any subsequent or other matter, non compliance or breach.
12.2 This Agreement represents the entire understanding between the parties in relation to the matters dealt with herein and supersedes all previous covenants and representations made by either party, whether oral or written. This Agreement may only be modified if such modification is in writing and signed by a duly authorised representative of each party hereto.
13 Third Parties
Nothing in the Agreement will confer any benefit on any third party and no third party will have any right to enforce any term of this Agreement.
14 Right to Change
Wireless Social reserves the right to change the terms of this agreement and we’ll tell You when we do. If you continue to use this service after the changes are made effective you will be deemed to have accepted the new terms.
This agreement shall be governed by and construed exclusively in accordance with English law, and the parties hereby submit to the exclusive jurisdiction of the English courts.