ONE FIXED WIRELESS TERMS AND CONDITIONS

Please note that by completing the application process and subscribing for the fixed wireless services and/or fixed wireless voice being offered by One Communications (Guyana) Inc. (‘ONE’) and by accessing and/or by using ONE’s service(s) in any way, the Customer, as defined herein, hereby signifies its acceptance of the terms and conditions of use hereunder, which the Customer understands will form a binding agreement between the Customer and ONE. The Customer is hereby deemed to have read the below terms and conditions and to have irrevocably accepted same.

ONE reserves the right to not accept or proceed with a Customer’s application without the need for prior notice and/or explanation.

1. INTRODUCTION

1.1. These terms and conditions (‘the Agreement’) outline the provisions that govern the use of the services and equipment provided by ONE to the Customer.

1.2. “Customer’s premises” means the location indicated by the Customer and approved by ONE for the provision of the Service by ONE, whether the Customer owns the said premises.

1.3. “User(s)”, or “Customer” means customers or anyone else who requests, uses, or accesses ONE’s services.

1.4. “Service” or “Services” refer to Fixed Wireless internet access package offered by ONE and selected by the Customer in the application form.

1.5. ONE may amend, modify, or substitute this Agreement at any time without prior written notice to the Customer. The Customer’s continued use of any ONE service after such amendment, modification or substitution constitutes the Customer’s acceptance of any new terms and conditions. ONE recommends that the Customer visits ONE’s website regularly to check for any updates or amendments to this Agreement and ONE shall not be responsible for the Customer’s failure to do so.

1.6. ONE reserves the right to establish policies, rules, and limitations, from time to time, concerning the use of any service, which shall be incorporated to form part of these terms and conditions. Failure to comply with it will result in the Customer’s service being restricted, disconnected, or terminated at ONE’s sole discretion.

1.7. ONE shall provide the Services to the Customer as requested in the application form subject to the terms and conditions of this Agreement.

1.8. As a condition of the use of the service, the Customer warrants that the Customer will use the Service in accordance with ONE’s Acceptable Use Policy, included on ONE’s website and incorporated herein by this reference to form part of this Agreement. This Acceptable Use Policy may be updated at ONE’s sole discretion and without needing notice to the Customer.

1.9. The Service, Equipment (as defined hereunder) and all information, documents and materials owned by ONE and/or on ONE’s website are protected by trademark, copyright, or other intellectual property laws and international treaty provisions. All ONE’s websites, corporate names, service marks, trademarks, trade names, logos and domain names are and will always remain the exclusive property of ONE. Nothing in this Agreement grants the Customer the right and/or license to use any ONE marks.

1.10. The privacy policy included on ONE’s website and incorporated herein by this reference to form part of this Agreement applies to all Customers and the Customer hereby understands and agrees that the Customer will be bound to such privacy policy and the Customer represents and warrants that the Customer will abide by same.

2. DELIVERY DATE AND TERM

2.1. This Agreement shall become effective as from the date on which ONE activates the requested service at the Customer’s location (‘the delivery date’).

2.2. This Agreement shall be valid for an initial period of (1) year from the effective delivery date but the Agreement will remain in force automatically thereafter on a yearly basis unless terminated by either party in accordance with the provisions of this Agreement (‘the Term’).

3. CHARGES

3.1. The installation, subscription, late and/or termination charges payable by the Customer to ONE are set out in the application form, the invoices delivered by ONE to the Customer monthly as well as in this Agreement, and the Customer hereby agrees to pay such charges.

3.2. The Customer acknowledges, understands, and agrees that the Customer shall be responsible for paying the costs associated with the monthly rental of any Equipment, when indicated by ONE, at its sole discretion thereof as well as the charges associated with the use of the Service.

3.3. The Customer acknowledges and agrees that ONE may review their charges from time to time, in its sole discretion thereof, and may amend such charges by giving the Customer adequate prior notice through ONE’s website, print and/or ONE’s social media.

3.4. non-refundable installation fee, as set and determined by ONE, in its sole discretion, may be payable by the Customer to ONE for new service activation. This fee, the Customer agrees, can be changed by ONE at its sole discretion and with adequate prior notice by ONE to the Customer.

A non-refundable relocation fee, as set and determined by ONE, in its sole discretion thereof, is payable by the Customer to ONE for any relocation of existing service from the Customer’s premises to a new premises in which area ONE must be providing Services. This fee, the Customer agrees, can be changed by ONE at its sole discretion and with adequate prior notice by ONE to the Customer.

3.5. ONE may have to work both internally and externally at the Customer’s premises to have the Service installed. As such, the Customer hereby grants ONE access to the Customer’s premises for the purpose of installation of the Equipment at the time and date mutually agreed upon by the parties. Based on the foregoing, the Customer agrees, at his/her sole cost and expense and in advance of installation to:

(i) Obtain all necessary consents including, if necessary, landlord, occupier, and other buildings’ consents for both access and installation of ONE’s equipment and for on-going maintenance of such equipment;

(ii) Provide full, free, and safe access to the Customer’s premises, and a suitable environment for the equipment including all necessary cable ducts and electricity supply; and

(iii) Configure the Customer’s equipment or network as a part of the installation. It is hereby understood by the parties that ONE will only install the Equipment and demonstrate a working system on such equipment. A standard installation by ONE includes the provision of one network connection.

4. PROVISION OF SERVICES AND EQUIPMENT 

4.1. ONE shall during the term of this Agreement provide and maintain the efficient working order of all lines, equipment and apparatus needed to provide the Service to the Customer and provided by ONE under this Agreement. However, the Customer agrees that the Customer shall be responsible for the cost of repairs of such lines, equipment and apparatus as occasioned by the misuse, theft, damage to and/or negligence of the Customer, its servants, visitors and/or agents

4.2. ONE shall retain ownership of all lines, equipment and/or apparatus provided to the Customer including telephone numbers and exchange codes and upon the termination and/or expiration of this Agreement, the Customer shall make same available to ONE for retrieval.

5. QUALITY OF SERVICES 

5.1. ONE has the right to change or disconnect the Services provided by ONE to the Customer where ONE reasonably determines that any technical modification to the ONE network or change its trading, operating or business practices or policy is necessary to maintain or improve the Services. The Customer agrees that this shall be done without need for prior notice to be given to the Customer by ONE

5.2. The Customer understands that the speed of the Services provided by ONE to the Customer shall be up to the wired port and as such, ONE will not be responsible for Wi-Fi connections.

5.3. In order that ONE can continue to offer the highest of quality internet access and other related services such as hosting etc., ONE reserves the right to effect changes to the rules of operation, accessibility and security procedures and the provision, type, and location of the service at any given time and without need for prior notice to the Customer. General network and other related maintenance will be performed during non-peak times and will generally be communicated to the Customer by ONE in advance, to the email or mobile phone number that was provided by the Customer at time of application. However, it is agreed that from time to time, network maintenance may be performed by ONE’s providers and adequate time will not always be provided for ONE to notify the Customer and the Customer hereby agrees to this.

5.4. Where ONE offers services that have unlimited data consumption, this does not mean that these tariffs are free from network management protocols which are placed to manage excessive or above average data consumption. All ONE’s products (unless they are specifically noted by ONE as uncontended or dedicated bandwidth) have systems in place to ensure that at times of peak network activity users who consume substantially more network resource than the majority may have their connection throttled or slowed down. This is common to fixed wireless services. Also at peak times, certain types of resource heavy traffic may be assigned a lower priority on the network.

5.5. Credit allowance for interruptions of service which are not due to the ONE’s testing or adjusting, or not because of the negligence and/or willful misconduct of the Customer and/or its representatives, independent contractors, or visitors, and/or to the failure of channels, equipment and/or communications systems provided by the Customer, are subject to the general liability provisions set forth herein. It shall be the obligation of the Customer to notify ONE, in writing and within two (2) days of any interruption in service. Before giving such notice, the Customer shall ascertain that the fault is not being caused by any action and/or omission of the Customer, nor within his/her control, or is not in the wiring or equipment (which were not provided by ONE) connected to the terminal of ONE. ONE may then assign credit, at ONE’s sole discretion.

5.6. The Customer shall be solely responsible for all Wi-Fi connections as well security (passwords) for the Equipment. As such, ONE shall have no responsibility and/or liability in this regard. 

6. AVAILABILITY OF AND CHANGES TO SERVICE 

6.1. TThe Customer understands and agrees that the Service selected by the Customer may not be available in all areas or at the rates, speeds, or bandwidth generally marketed by ONE, and some locations may not qualify for the Service even if initial testing by ONE showed that the Customer’s line was qualified. ONE will provision qualified lines at the maximum line rate available to the Customer’s location based on its standard line qualification procedures unless the Customer has selected a level of service with a lower maximum line rate. The Customer understands and agrees that the Bandwidth will be provided on a per-line (not a per-device) basis. The bandwidth available to each device connected to ONE’s Network will vary depending upon the number, type and configuration of devices using the Service and the type of use (e.g., streaming media), among other factors. The speed of the Service may vary based on network or Internet congestion, customer computer or devices configuration, customer use video on demand (VOD) or real time entertainment services, the wiring distribution inside of customer location, among other factors.

7. PROMOTIONAL OFFERS 

7.1. ONE may, at its sole discretion, offer promotional pricing and free trials of services, including the Services, to its customers from time to time. Such offers may only be offered to new customers, or a range of customers and the Customer may not be eligible for any, some and/or all the offers. 

7.2. These offers are not guaranteed and can be modified, extended, altered, or cancelled by ONE at any time without prior notice to the Customer.

7.3. Pricing of promotional offers for services is considered as confidential information between ONE and a specific Customer and the Customer shall not share or disclose the terms of the promotion offered to the Customer with a third-party without the prior written consent of ONE. 

7.4. If the Customer is enrolled in a free trial of a ONE service, the Customer must notify the relevant ONE personnel, in writing, that the Customer does not want to continue using the service at least seven (7) days before the trial period expires. Should the Customer fail to provide the written notification to ONE of the Customer’s intention to cancel the use of these Services beyond the trial period, the Customer will be deemed to have subscribed to such Services and may be charged the associated fees for continued usage of such Services. 

8. EQUIPMENT 

8.1. To provide services, ONE must install in and upon the Customer’s premises certain ONE equipment, including, but not limited to (all at ONE’s sole discretion and based on the Customer’s particular application), the Fixed Wireless voice device (and a SIM Card), fixed wireless broadband device, cabling, modems, and converters provided by ONE, and other equipment apparatus provided by ONE (collectively referred to as ‘the Equipment’). It is hereby understood by the Customer that the Equipment may vary from time to time, as determined by ONE, at its sole discretion thereof. The Equipment shall exclude pre-existing conduit, cable and wiring and other equipment owned and/or purchased by the Customer. The Customer understands and agrees that the SIM Card provided by ONE must only be used in the fixed wireless voice device.

8.2. As optional and at the Customer’s sole expense and cost, the Customer may purchase a battery backup unit from ONE that can be connected to the Equipment once approved by ONE, in its sole discretion thereof. It is further understood and agreed by the Customer that there is no requirement and/or obligation for ONE to sell such battery backup unit and this will be sold at ONE’s sole discretion. Notwithstanding the foregoing and anything contained herein to the contrary, it is hereby understood by the Customer that ONE, at its sole option, can continue and/or discontinue the sale of the battery backup unit at any time without any prior notice to the Customer. This means that ONE has no obligation during the pendency of this Agreement to make available for sale the battery backup unit.

8.3. The Customer represents and warrants that the Equipment shall be used only for the Services contemplated herein.

8.4. The Customer commits, agrees and understands that his/her subscription is for in-house use purposes only as well as only for the location requested and approved by ONE. Therefore, the Customer agrees not to connect, commercially use, resell for any third party, sublease, connect to the local or international networks not approved by ONE in writing or distribute the Service to any housing or accommodation or commercial or non- commercial offices, residential compounds, multiple flats, or houses.

8.5. ONE will not be held accountable to compensate the Customer for any defects and/or errors not caused by ONE and/or beyond the reasonable control of ONE, as determined by ONE in its sole discretion thereof, including without limitation official authorities and governmental agencies.

8.6. ONE will use reasonable efforts to complete any Equipment installation work as necessary to activate the service ("Activation") at the Customer’s premises, as applicable. The Customer understands and agrees that ONE shall have no liability for delay in the activation of a Service.

8.7. The Customer agrees to reimburse ONE for any loss, theft, damage and/or destruction to ONE facilities or Equipment resulting from any cause whatsoever, save and except where such loss, theft, damage and/or destruction is because ONE’s gross negligence and/or willful misconduct.

8.8. The Customer will not open, alter, misuse, tamper with or remove the Equipment as and were installed by ONE, and will not remove any markings or labels from the Equipment indicating ONE’s (or its suppliers) ownership or serial or identity numbers. Upon termination of a service or services, for whatever reason, the Customer acknowledges that the Customer’s right to possess and use the ONE Equipment shall likewise terminate. In such event, the Equipment shall be returned to ONE in the same condition as when received, ordinary wear and tear accepted.

8.9. The Customer hereby understands and agrees that the Customer will be billed by ONE for any charges relating to loss, damages, theft and/or destruction of the Equipment, exceeding ordinary wear and tear as solely determined by ONE.

8.10. Following ONE’s termination of the services to the Customer’s premises, ONE retains the right in its discretion to remove or disable any inside wiring installed and owned by ONE. The Customer agrees to safeguard the ONE Equipment from loss, theft, damage and/or destruction of any kind, and (except for any self- installation procedures approved by ONE) will not permit anyone other than an authorized representative of ONE to perform any work or repairs on the Equipment.

8.11. The Customer is responsible for damage to, theft, loss and/or destruction of the Equipment caused by its acts or omissions, and its noncompliance with this section, and/or by fire, theft or other casualty at the Customer’s premises unless caused by the proven gross negligence or willful misconduct of ONE.

8.12. The Customer agrees not to take any action that would directly or indirectly impair ONE’s title to the Equipment, or expose ONE to any claim, lien, encumbrance, or legal process, except as otherwise agreed in writing by the Parties. Following ONE’s termination of the Services to the Customer’s premises, ONE retains the right to remove the Equipment including, but not limited to, that portion of Equipment located outside of the Customer’s premises.

8.13. The Customer grants ONE the right to install, inspect, replace, repair, relocate, alter, operate, remove, and maintain the Equipment in, under and upon the Customer’s premises for the duration of the term of this Agreement.

8.14. The Customer, at no cost to ONE, shall secure and maintain all necessary rights of access to the service location(s) for ONE to install and provide the Services. The Customer further agrees:

(i) o provide ONE’s representative with access at reasonable times to the premises to install, inspect, replace, repair, relocate, alter, operate, remove, and maintain the Equipment supplied by ONE and, upon the termination of the service, to allow ONE to remove the Equipment from the Customer’s premises (it being clearly understood by the Customer that ONE’s failure to remove its property shall not be deemed an abandonment thereof). If the Customer is not the owner of the premises, upon request, the Customer will supply ONE with the owner’s name and address and written consent or other evidence that the Customer is authorized to grant access to the premises on the owner’s behalf or ONE may request permission from the owner to install the Services on the premises. The Customer hereby indemnifies and holds ONE harmless against any liability if access or right of entry to the premises is denied or limited for any reason;

(ii) not to permit, allow or encourage any other provider of Internet or telecommunications services to utilize any component part or portion of the Equipment and/or service installed by ONE; 

(iii) not to disturb, alter and/or change any of the locations of any of ONE’s systems or Equipment without ONE’s prior written consent. If the Customer disturbs, alters and/or changes ONE’s systems or Equipment without ONE’s prior written consent then the Customer shall be solely responsible for any loss, damages and/or disruption that may result from disturbing, altering and/or changing same; 

(iv) not to attach or connect any equipment or devices, directly or indirectly, to the Equipment without the prior written consent of ONE; 

(v) not to utilize, interfere with or cause interference with any component part or portion of the Equipment installed by ONE or permit any activity that would interfere with ONE’s delivery of services to the service locations;

(vi) to cooperate with ONE in the installation of the Equipment;

(vii) to provide sufficient space as detailed by ONE within the premises for installation of system equipment and components; 

(viii)that the installation may require drilling, cutting and other alterations to improvements on the premises (including walls, flooring and/or other surfaces) and that ONE assumes no obligation to restore or repair any such alterations or damages adjacent to such alterations (except to the extent such damages are attributable to the sole gross negligence of ONE); 

(ix) to allow ONE, in its sole discretion, to use for the provision of ONE services any existing wiring, conduit and/or other devices located within or installed upon the premises; and 

(x) to confer upon ONE all other rights and privileges reasonably necessary or convenient for ONE’s safe and efficient installation, operation and/or maintenance of the Equipment and for the full enjoyment and use of the rights described above. The Customer agrees to indemnify and hold ONE harmless from all claims or damages, including payment of any attorney’s fees and other legal costs, arising out of the Customer’s breach of this section.

8.15. ONE may interrupt the Service at any time, without penalty to itself, because of departure from any of these requirements except as provided below. Upon reasonable notice, the facilities provided by ONE shall be made available to ONE for such tests and adjustments as may be necessary to maintain them in satisfactory condition. No interruption allowance will be granted from the time during which such tests and adjustments are made by ONE

8.16. The Customer shall be solely responsible for all loss, damage and/or destruction that occurs to the Equipment furnished by ONE that occurs due to the negligence, willful misconduct and/or by the acts or omissions of the Customer, fair wear and tear excepted. 

8.17. Inappropriate use or abuse of the Services and/or the Equipment, as determined in the sole discretion of ONE, may result in account disconnection, termination and/or legal action. 

8.18. The Customer shall notify ONE immediately, if any Equipment is stolen or if the Customer becomes aware at any time that the Service is being stolen, fraudulently used, or otherwise being used in an unauthorized manner. Failure to do so in a timely manner may result in the termination of the Service and additional charges. 

8.19. The Customer understands and agrees that the Customer will have to purchase the battery backup unit from ONE and/or use an uninterrupted power supply (UPS) unit, at the Customer’s sole cost and expense. This means that ONE will not be giving such battery backup units free. All title to, interest and liability of the said backup battery will transfer to the Customer upon the purchase of the backup battery unit by the Customer and therefore, the Customer shall be responsible for any loss, theft, damage to and/or destruction of the backup battery. All other Equipment will be the sole property of ONE for the pendency of this Agreement.

8.20. If a Customer opts for the backup battery unit, the Customer shall be entitled to the benefit of a warranty for the said backup battery unit purchased, as indicated by ONE, which commences from the date of installation of the Equipment, as verified by ONE at its sole discretion thereof. This warranty shall be limited to defects in material or workmanship. Further, the Customer agrees and understands that this warranty is conditioned upon: (i) the proper use and maintenance of the backup battery unit by the Customer; and (iii) ONE being provided every opportunity to inspect and remedy the defect, at its sole discretion thereof. Additionally, ONE shall not be liable if the defects and/or faults are the result of:

a. improper storage or usage of the backup battery unit;

b. the mismanagement of the backup battery unit by the Customer;

c. operation and/or application of the backup battery unit in material violation of the operating manual or the appropriate instructions furnished by ONE;

d. subjecting the backup battery unit to conditions contrary to those stated in this Agreement or as instructed by ONE, including but not limited to unusual or uninstructed physical, environmental, or electrical stress;

e. any force majeure event;

f. reinstallation or moving of the backup battery unit by a person other than an authorized employee and/or agent of ONE;

g. Use of an incorrectly rated 12-volt rechargeable, sealed lead acid battery in the backup battery unit; and

h. Use of an incorrectly rated 12-volt rechargeable, sealed lead acid battery in the backup battery unit.

8.21. The Customer shall exercise all necessary precautions to avoid causing damage to the Equipment and shall assume responsibility for any loss from any damage to the Equipment and reimburse ONE for the entire expense incurred in making such repairs and/or replacing he Equipment

8.22. Further, the Parties understand that ONE shall not be held responsible for any damage to the Equipment resulting from an act of god, and the Customer understands and agrees that if the Equipment and backup battery units are damaged because of act of god, the Customer will be responsible for replacing such Equipment if the Customer wishes to continue using the Service.

8.23. The Customer understands and agrees that the Customer is required to have a surge protector to safeguard the Equipment and further understands and agrees that ONE will not be responsible for replacing any Equipment damages because of power surge issues, the responsibility of replacement or replace shall rest with the Customer.

8.24. ONE shall retain ownership of the Equipment including telephone numbers and exchange codes and upon the termination and/or expiration of this Agreement, the Customer shall immediately make same available to ONE for retrieval. Further, the Customer shall acquire no interest therein by virtue of the payments provided for herein or the attachment of any portion of the Equipment to the Customer’s premises or otherwise.

9. CONFIDENTIAL INFORMATION 

9.1. “Confidential Information” means all information regarding either party’s business which has been marked or is otherwise communicated as being “proprietary” or “confidential.” or which reasonably should be known by the receiving party to be proprietary or confidential information. Without limiting the generality of the foregoing, confidential information shall include, even if not marked, the agreement, software, promotional materials, proposals, quotes, rate information, discount information, customer information, network upgrade information and schedules, network operation information (including without limitation information about outages and planned maintenance) and invoices, as well as the parties’ communications regarding such items.

9.2. All confidential information shall be kept by the receiving party in strict confidence and shall not be disclosed to any third party without the disclosing party’s express written consent. Notwithstanding the foregoing, such information may be disclosed: 

(i) to the receiving party’s employees, affiliates, suppliers, and agents who have a need to know for the purpose of performing the agreement, using the services, rendering the services, and marketing related products and services (provided that in all cases the receiving party shall take appropriate measures prior to disclosure to its employees, affiliates, suppliers, and agents to assure against unauthorized use or disclosure); or

(ii) as otherwise authorized by the agreement. Each party agrees to treat all confidential information of the other in the same manner as it treats its own proprietary information, but in no case using a degree of care less than a reasonable degree of care. Notwithstanding the foregoing, each party’s confidentiality obligations hereunder shall not apply to information that is: 

a. already known to the receiving party without a pre-existing restriction as to disclosure or becomes publicly available without fault of the receiving party; 

b. rightfully obtained by the receiving party from a third party without restriction as to disclosure, or is approved for release by written authorization of the disclosing party; 

c. developed independently by the receiving party without use of the disclosing party’s confidential information; or 

d. required to be disclosed by law or regulation. 

9.3. Notwithstanding the foregoing, the Customer agrees that:

(i) ONE may make references to the fact that the Customer is a Customer of ONE and the general nature of Services that the Customer purchases from ONE; and

(ii) ONE may disclose the agreement to a potential purchaser in connection with a sale of all or a portion of its business or assets, including in connection with a merger or reorganization. The non-breaching party shall be entitled to seek equitable relief to protect its interests, but not limited to, injunctive relief. 

10. PERMITTED DISCLOSURE 

10.1. The Customer expressly grants ONE permission to disclose personally identifiable information relating to Customer or Customer's Account in response to a: 

(i) government subpoena or warrant issued in a civil or criminal investigation or litigation; 

(ii) civil investigative demand issued by a government entity; or 

(iii) court order. 

10.2. The Customer further agrees that ONE may also disclose any information in its possession to protect its rights, property and/or operations, or where circumstances suggest that individual or public safety is in peril. 

10.3. ONE is not responsible for any information provided by the Customer to third parties. The Customer assumes all privacy and other risks associated with providing personally identifiable information to third parties via the services. However, this does not pertain to Confidential Information, which the Customer is bound to ONE by this Agreement. 

11. INDEMNIFICATION 

11.1. The Customer agrees to defend, indemnify and hold harmless ONE, its parent companies, associate companies, directors, employees, independent contractors and/or agents (‘ONE’s entities’) from and against any and all claims and expenses, including reasonable attorneys' fees, arising out of or related in any way to (a) the use of the services, the equipment or software by the Customer (including its employees, agents and other users who access customer’s account) or otherwise arising out of the use of the Customer's account, the services, ONE Equipment or software; (b) breach of the Agreement; and/or (c) violation of applicable law, including laws relating to libel, slander, protection of patents, copyrights, trademarks and other intellectual property rights.

11.2. ONE reserves the right to disconnect or terminate the service, and/or remove content from the service, if ONE determines, in its sole discretion, that the Customer’s use of the service does not conform to the requirements set forth in the Agreement, interferes with ONE’s ability to provide the service, or violates any laws or regulations. ONE’s actions or inaction under this section shall not constitute review or approval of any use of the service or content transmitted by the Customer. The Customer agrees to indemnify and hold ONE’s entities harmless from and against all liability arising from the content transmitted by the Customer (or anyone using the Customer’s account) by use of the Services. Further, the Customer agrees to defend, indemnify, and hold harmless ONE from and against all liabilities, costs, and expenses, including reasonable attorney's fees, related to, or arising from:

a. any violation of applicable laws, regulations or this Agreement by the Customer or any parties who use the Customer’s account, with or without permission, to access the service;

b. the use of the service, any software, the equipment or the Internet or the placement or transmission of any message, information, software, or other materials on the Internet by the Customer (or any parties who use the Customer’s account, with or without the Customer’s permission, to access the service);

c. negligent acts, errors, or omissions by the Customer (or any parties who use the Customer’s account, with or without the Customer’s permission, to access the Service); or

d. injuries to or death of any person and for damages to or loss of any property of ONE, the Customer or any third party, which may in any way arise out of or result from or in connection with this Agreement, except to the extent that such liabilities arise from the active negligence or willful misconduct of the other party; and/or

e. Claims for infringement of any intellectual property rights arising from the use of the service, the software, the equipment, or the Internet.

11.3. The Customer is responsible for all information received, transmitted, and/or stored by the Customer and the Customer hereby releases ONE from and agrees to indemnify ONE, its officers, directors, agents, and employees against all claims, losses or expenses relating to such information, materials, and language

11.4. This Clause shall survive the termination and/or expiration of this Agreement.

12. WARRANTIES 

12.1. The Customer hereby represents and warrants to ONE as follows: 

(i) that the Service will only be used for lawful purposes and the transmission of any material or information arising from the use of the service will not violate any applicable laws or regulations of Guyana or any other authority; 

(ii) that the service will not be used in any manner to access ONE’s Equipment for any purpose other than obtaining the service in accordance with the terms and conditions of this Agreement; 

(iii) that the Customer subscribing to the Service is at least eighteen (18) years of age; 

(iv) ONE may, at its absolute discretion and without notice effective immediately disconnect or terminate the service if the Customer fails to pay any charge or other amount due hereunder; 

(v) should ONE in its sole opinion, determine that activity has occurred which constitutes inappropriate or unlawful use of the service, interferes with the Customer’s computer network or equipment; 

(vi) if the Customer otherwise commits a breach of any term of this Agreement; or 

(vii) if the Customer (or any third party, with or without the Customer’s knowledge) uses the Customer’s services in a way which ONE reasonably thinks may damage or negatively impact the operation of our network, the services, other users of the service or a third party’s network.

12.2. No disconnection or termination of the Service will terminate or relieve the Customer’s obligation to pay all outstanding charges, fees, or other amounts due and owing to ONE which accrued prior to disconnection or termination, which amounts shall become immediately due and payable upon disconnection or termination. If action is required to recover outstanding amounts, the Customer shall be liable for all costs of collection, including legal fees and expenses. 

12.3. Should the service be disconnected or terminated for any reason, and should ONE subsequently agree, in its sole discretion, to reinstate the service, the Customer shall be required to pay the reconnection fee (if any), in addition to any other amounts due and owing at the time of reinstatement of the Service and all other amounts pursuant to Clause 12 of this Agreement. ONE may choose not to reinstate the Service unless satisfied that there will be no repetition of the circumstances giving rise to the disconnection.

12.4. ONE does not credit partial service periods or monthly fees. If the Customer cancels its service before the start of the next service period, ONE is not obligated to refund any prorated amounts of the Customer’s monthly fee and any fees paid are non-refundable. 

12.5. The Customer understands and agrees that the Services provided by ONE is provided on an "as is" or "as available" basis, with all faults except as otherwise specifically set forth in this Agreement. 

12.6. ONE (and its officers, employees, parent, subsidiaries, and affiliates), its third party licensors, providers and suppliers disclaim any and all warranties for the service, software and equipment whether express or implied, including but not limited to the implied warranties of merchantability and fitness for a particular purpose, accuracy, non-infringement, non-interference, title, compatibility of computer systems, integration, and those arising from course of dealing, course of trade, or arising under statute. It is hereby understood by the Customer that no advice or information given by ONE, or its representatives, shall create a warranty and that the use of ONE’s technical support is at the Customer’s` own risk and is not warranted.

12.7. ONE does not warrant or guarantee that the Service can be provisioned to the Customer’s premises or that provisioning will occur according to a specified schedule, even if ONE has accepted the Customer’s order for Service. Further, ONE does not warrant or guarantee that ONE will accept the Customer’s application, and the Customer understands that there is no obligation for ONE to accept it.

12.8. If the Customer’s Service is not provisioned for any reason, neither the Customer nor ONE shall have any duties or obligations under this Agreement (other than the Customer’s obligation to return any Equipment provided by ONE, if any, pursuant to the terms of these terms and conditions of this Agreement.

12.9. ONE does not warrant that the service, software, or equipment provided by ONE will perform at a particular speed, bandwidth, or data throughput rate, or will be uninterrupted, error-free, secure, or free of viruses, worms, or the like. ONE shall not be liable for loss of the Customer’s data, or if changes in operation, procedures, or services require modification or alteration of Customer’s equipment, render the same obsolete or otherwise affect its performance.

12.10. ONE does not warrant that the service, software, or equipment provided by ONE will perform at a particular speed, bandwidth, or data throughput rate, or will be uninterrupted, error-free, secure, or free of viruses, worms, or the like. ONE shall not be liable for loss of the Customer’s data, or if changes in operation, procedures, or services require modification or alteration of Customer’s equipment, render the same obsolete or otherwise affect its performance.

12.11. In no event shall ONE (or its officers, employees, parent, subsidiaries, or affiliates), its third party licensors, providers or suppliers be liable for: (a) any direct, indirect, special, consequential or incidental damages, including without limitation, lost profits or loss of revenue or damage to data arising out of the use, partial use or inability to use the service, the software or the Equipment, regardless of the type of claim or the nature of the cause of action, including without limitation, those arising under contract, tort, negligence or strict liability, even if ONE been advised of the possibility of such claim and/or damages, or (b) any claims against the Customer any other party.

12.12. All limitations and disclaimers stated in this section also apply to ONE’s third-party licensors, providers, and suppliers as third-party beneficiaries of this Agreement.

12.13. Any rights or limits stated herein are the maximum for which ONE (and its officers, employees, parent, subsidiaries, and affiliates), ONE’s third-party licensors, providers and suppliers are collectively responsible. 

12.14. The remedies expressly set forth in this Agreement are the Customer’s sole and exclusive remedies. The Customer may have additional rights under certain laws (such as consumer laws), which do not allow the exclusion of implied warranties, or the exclusion or limitation of certain damages. If these laws apply, our exclusions or limitations may not apply to the Customer. 

13. TERMINATION 

13.1. The Customer shall have the right to terminate for convenience this Agreement in whole or part, at any time during the Service Term upon at least thirty (30) days prior written notice to ONE, and subject to payment to ONE of all outstanding amounts due for the Services, all applicable termination charges as described herein and the return of all ONE’s equipment.

13.2. Either party may terminate the Agreement for cause if written notice is given to the other party at least thirty (30) days prior to termination specifying the cause for termination and requesting correction and such cause is not corrected within such thirty (30) day period. “Cause” only refers to any material breach of the terms of the Agreement. 

13.3. Notwithstanding the foregoing, a customer’s agreement may also be terminated by ONE for cause without prior notice: 

(i) if Customer fails to timely pay for the Services; 

(ii) if Customer uses the Services in violation of applicable law, or ONE’s acceptable use or other policies; 

(iii) in accordance with any applicable tariff on file with applicable regulatory authorities; 

(iv) if ONE determines in its sole discretion that the termination of Services is necessary to protect itself, its Customers and/or the public against acts of fraud and other unlawful activities. 

(v) ONE may also terminate a Customer’s agreement immediately without incurring any liability whatsoever if:

a. any national or international law makes it unlawful for ONE to provide a service to the Customer, or 

b. ONE is unable to secure or maintain the necessary facilities or utilities required to provide a service to the Customer. 

13.4. Notwithstanding anything in the Agreement to the contrary, the Customer’s termination of this Agreement before the end of the Term without cause (including termination for convenience) will require that the Customer pay to ONE an early termination fee of twenty thousand Dollars ($20,000.00). The Customer understands and agrees that this termination fee can be changed at any time by ONE without any notice to Customers and is not a penalty.

13.5. Upon disconnection, the Customer agrees to:

a. pay all the sums due and owing to ONE at the time of disconnection of the services by ONE;

b. pay the full monthly recurring charge for the month in which the Service was disconnected based on the Customer’s active plan at the time of disconnection;

c. pay the monthly equipment rental charge to ONE for the period in which the Services have been disconnected i.e., for every month the Service remains disconnected; and

d. pay the monthly equipment rental charge to ONE for the period in which the Services have been disconnected i.e., for every month the service remains disconnected; and

e. If the Customer’s Service remains disconnected for a period of ninety (90) days from the initial date of disconnection, then ONE, in its sole discretion, will have the option of terminating the Customer’s service permanently. At this time, the Customer shall be under the obligation to pay ONE all outstanding charges pursuant to this Clause 13.5.

13.6. Upon termination of the Service, ONE shall be given unlimited access by the Customer to the Customer’s premises to remove the Equipment. If ONE is unable to remove the Equipment from the Customer’s premises within five (5) days because of the Customer’s acts, omissions, or refusal to permit ONE access to the Customer’s premises, then the Customer will be charged a penalty of eleven Thousand Dollars ($11,000.00) for the Wireless Voice only equipment and thirty-six thousand Dollars ($36,000.00) for the Wireless Broadband equipment. The Customer understands and agrees that if the Customer has both devices, and ONE is unable to remove them within the five (5) days, then the Customer will have to pay to ONE forty-seven thousand Dollars ($47,000.00). This penalty will not replace ONE’s power to remove the Equipment, termination charges as well as charges pursuant to this Clause 13, and is subject to change by ONE without any prior notice to the Customer.

13.7. Upon the expiration or termination of this Agreement for any reason:

a. ONE may delete all applicable data, files, electronic messages, voicemail, or other information stored on ONE’s servers or systems;

b. The Customer shall permit ONE access to retrieve from the applicable service locations any and all ONE’s Equipment (however, if the Customer fails to permit access, or if the retrieved ONE’s Equipment has been damaged and/or destroyed other than by ONE or its agents, normal wear and tear excepted, ONE may invoice Customer for the full replacement cost of the relevant ONE Equipment, or in the event of minor damage to the retrieved ONE equipment, the cost of repair, which amounts shall be immediately due and payable); and

c. if used in conjunction with the terminated Service, Customer’s right to use applicable software shall automatically terminate, and Customer shall be obligated to return the software to ONE.

13.8. If the Service is terminated by ONE, the Customer will remain fully liable and responsible to pay any fees that are still owed to ONE by the Customer pursuant to this Clause and this Agreement as well as all costs ONE incurs to collect such amounts including without limitation collection costs and fees.

14. MOVING AND RECONNECTION 

14.1. If the Customer moves during the term of this Agreement and would like to relocate the Service, the Customer must place a relocation request with ONE. This request must contain the requested date of Service termination, plus the address and phone number of the new location and the requested transfer of Service Date. The Customer shall continue to pay the monthly charges and comply with all the conditions contained herein until ONE has approved the relocation. 

14.2. Pursuant to Clause 14.1, if ONE is unable to provide the Service to the Customer’s new location, the Customer will be able to terminate this Agreement subject to Clauses 13.4 and 13.5. 

14.3. The Customer understands and agrees that the Customer will be required to pay to ONE the costs to relocate the Service.

15. ASSIGNMENT-

The Parties, their heirs and assigns hereby agree to abide by terms and conditions of this Agreement. 

16. APPLICABLE LAWS-

The parties agree that this Agreement shall always be subject to the terms of the licenses granted to ONE by the Government of Guyana pursuant to the Telecommunication Act and by the Public Utilities Commission Act. 

17. ENFORCEABILITY OF PROVISIONS-

If one or more of the provisions herein is for any reason held to be illegal or unenforceable, this Agreement will be revised only to the extent necessary to make such provision(s) legal and enforceable; provided, however, and that this Agreement as revised is consistent with the parties' original intent. ONE may, upon reasonable notice to the Customer, vary these terms and conditions and the Customer will be bound by such variation if the Customer uses the service thereafter. 

18. AMENDMENTS AND MODIFICATIONS-

ONE may revise the terms and conditions of this Agreement from time to time with prior notice to the Customer. The Customers agree to visit the ONE’s website and the links thereon periodically to be aware of and review any such revisions. Revisions to any other terms and conditions shall be effective upon posting. By continuing to use the service after revisions are in effect, a Customer accepts and agrees to the revisions and to abide by them.

19. JURISDICTION-

The terms and conditions are made in, governed by and subject to the laws of Guyana and the parties hereby submit to the exclusive jurisdiction of the Courts of Guyana. 

20. RELATIONSHIP–

The Customer’s relationship with ONE is that of an independent contractor. The Customer is not an agent of ONE, and the Customer has no authority to oblige ONE by contract or otherwise.

21. The Customer represents and warrants to ONE that the Customer is of lawful age to enter into this Agreement and that

(i) the Customer has the full right, power and authority to enter into this Agreement and to perform the acts required of the Customer hereunder; and

(ii) the acceptance of this Agreement by the Customer, and the performance by the Customer of its obligations and duties hereunder, do not and will not violate any agreement to which the Customer is a party or by which it otherwise is bound. 

22. By using and accepting the Service from ONE, the Customer acknowledges that they have read and understand the terms and conditions of this Agreement and agrees to be legally bound by all the terms and conditions of this Agreement and any associated documents, the same as if the Customer had physically signed this Agreement. This Agreement supersedes all other written and oral communications or agreements about the subject matter. 

23. By providing ONE with the Customer’s telephone number, cell phone number(s) or email address, the Customer gives consent for ONE, or any of its agents to contact the Customer and to leave live or pre-ordered messages, text messages, or emails to the extent that such are necessary to enforce any part of this Agreement. 

24. By consent to these Terms and Conditions, the Customer agrees to receive electronic communication, and have your personal data that ONE processes for market research, and product information, as well as for sending business related information.