Carnival Internet ("CARNIVAL", "we", "us" or "our") Residential Terms and Conditions

(trading under Carnival’s parent company AUDRA SOLUTIONS LIMITED)

Definitions used within these terms:

“Agreement”: these terms and conditions together with the documents listed at clause 1.5.

“Cancellation Fees”: means charges incurred by the Customer for cancelling a Service or terminating this Agreement within the Minimum Term save where clause 3 comes into effect.

“Cooling-off Period”: 14 days from the date of either: (i) the Service start date; or (ii) the day you receive your order confirmation email; whichever is latest unless the Services have been installed within this 14-day period in which case it will no longer apply.

“Commencement Date”: the date that the Customer receives the Services.

“Customer”: means the person entering into this Agreement or ‘you’ or ‘your’.

“Deliverables”: means the Loaned Equipment and services delivered or to be delivered under this Agreement provided by Carnival or any third party suppliers (as the case may be) to Customer pursuant to an order.

“Loaned Equipment”: any equipment (eg. Eero routers and mesh Wi-Fi devices) which we own or is part of our network, or any equipment that belongs to our service providers which we provide to you for the provision of the Services (this may new or refurbished but in good workable condition).

“Fees”: the amounts payable (including VAT) by the Customer for the Services during the Minimum Term or any extended term of this Agreement.

“IPR”: intellectual property rights in any Software, Deliverables, content or otherwise including: copyright, database rights, trademarks, design rights, patents and/or know how.

“Services”: the supply of Deliverables and ordered services.

“Software”: any software used to provide or generate the Deliverables and/or perform the Services.

“Minimum Term”: the minimum length of this Agreement from the point that the service goes live.

Any reference to the singular includes plural and vice versa (unless the context otherwise requires).

The Services

1. We provide our Services to Customers subject to the terms and conditions of this Agreement.
2. You may order our Services in the following ways: (i) from our website; (ii) over the phone from our agents; or (iii) or by speaking to one of face-to-face sales teams. You must be at least 18 years old and a UK resident to order our Services.
3. We may need to run a credit and/or identity check using third party agencies in advance of accepting your order. Once you have passed these, we will present you with a contract summary for you to accept, before sending you an order confirmation email confirming our acceptance of your order.
4. If we cannot provide you with the Service for reasons beyond our control, we shall notify you as soon as reasonably possible and this will end the Agreement. We will not charge you to end the Agreement unless it is due to the fault, negligence or false information provided by you or where it has been cancelled for an installation-related reason.
5. If we need any information from you to complete your order, you need to provide it to us in a timely manner to avoid delays.
6. To connect your service, you may require an engineer to visit your property to do some installation work in or around your property. Either you or someone that has your permission to authorise any work must be present and over the age of 18. If you are not the property owner, you must ensure you have permission from your landlord prior to placing your order. Failure to follow these rules will result in delays and Fees being applied.
7. This Agreement together with any additional/special terms set out in your order confirmation email and the following polices which you must comply with make up our “Agreement”:

• Acceptable Use Policy
• Privacy Policy
• Cookie Policy
• Complaints Policy.

Loaned Equipment

1.  We or our partners will provide you with Loaned Equipment (such as ONTs, routers and mesh Wi-Fi devices) for you to connect and use to receive the Service. These are leased to you, as we will remain the owner of any such Loaned Equipment.
2. When you receive the Loaned Equipment, you agree to inspect it and let us know if there are any issues within 7 days of receiving it. If the Loaned Equipment is damaged, you must contact us so we can promptly arrange its replacement. Upon our inspection of the Loaned Equipment, if it is deemed the damage was caused by us, we shall replace it at our cost, however if it is deemed to have been damaged by you, then we reserve the right to charge you a fee as set out in our miscellaneous price list.
3. We provide customers with a combination of new and refurbished devices to reduce our impact on the planet. As this does not impact the warranty, performance or price of the package, we do not give customers a choice between which they receive.
4. You agree that to provide a Service to you we can:
   1. request you to install, connect, keep, maintain and look after, in line with the manufacturer’s instructions and guidance, any Loaned Equipment at your home;
   2. request you download any necessary applications required for the use of the Loaned Equipment;
   3. enter or have an engineer enter your premises for the connection, maintenance, modification, replacement or removal of any such Loaned Equipment (at our cost);
   4. connect remotely to manage, repair or upgrade the Loaned Equipment.
5. We shall not be liable for any delay or issues where you don’t comply with subclauses (a) – (d) and/or you have (whether intentionally or not) obstructed the provision of the Services by your failure to adhere to the subclauses listed above.
6. If you cancel a Service within either the Cooling-off Period or thereafter, or in the event we have to terminate this Agreement with you and we've provided you with Loaned Equipment for that Service, the Agreement won't end until you return the Loaned Equipment. The following will also apply:

• You must return the Loaned Equipment to us within 30 days of cancelling a Service.
• If the Loaned Equipment is not returned within 30 days, you will have to pay a non-return fee as set out in our miscellaneous price list.
• If we have received the return of the Loaned Equipment from you in a damaged, unacceptable or defaced condition, we reserve the right to charge you a fee as set out in our miscellaneous price list.

Miscellaneous/ Other useful information

1. Charitable Contributions: We shall contribute 1% of each of your bills per quarter to a charity of our choice.

2. Loyalty discount: We provide a loyalty scheme where we apply a discount to your monthly bill of £1 for every 12 complete and continuous months of being our Customer. Each incremental £1 discount is applied from the first monthly rental Fee after each 12 months is completed. The total monthly discount shall be capped at £4. To qualify for this discount, you must have a total minimum monthly spend of £30. If the minimum spend is not met, this loyalty discount will be removed and will restart from zero once you reach the minimum spend again. 
3. Tree Planting: For every month you remain a paying customer of ours, we will plant 1 tree (or fund an equivalent carbon offsetting plant or project).       

 Minimum Term & Cooling Off Period

1. This Agreement starts on the Commencement Date (not the date any Loaned Equipment is connected) and shall continue until terminated in accordance with the earlier of the Minimum Term as set out in order, or this clause.

2. If you wish to cancel your Service, you can do so at any time from either within our app or in the ‘customer’ section on our website (after you login).
3. Cancellation is subject to a 30-day notice period and may be subject to Cancellation Fees as set out in our miscellaneous price list and depending on where you are in your Minimum Term.
4. Your Service will last for a Minimum Term of 12 or 24 months depending on your preference and confirmed in your contract summary. Your Service & billing for the Service will start from the Service Commencement Date shown in your order completed email.
5. Once your Minimum Term ends, if you do not sign a new Minimum Term agreement, we will automatically move you onto our flexible monthly rolling plan on the prevailing rate at the time to ensure you don’t lose your Service. From then, you may leave at any time without paying any Cancellation Fees, by giving us 30 days’ notice. After the Minimum Term, we may also terminate the Agreement by providing 30 days’ notice to you.
6.  Where the Services have been ordered via telephone, our website or via door-to-door sales representatives, you can change your mind and cancel the Service within the Cooling-off Period.
7. If we have already started providing a Service, you are liable to pay us the full Fees of the Service received; anything used which is not covered by the Fees; and any connection, activation or courier fees.

Charges & Fees

1. We'll bill you the subscription Fees monthly in advance. If we need to charge you for anything else, we may add those charges to a later bill.  All subscription Fees must be paid by direct debit.

2. All Fees shall be subject to payment as soon as you receive the bill, however, you can choose the date each month the direct debit shall be taken from their account. 
3. Any bills not settled in full (unless there is a pending dispute) shall entitle us to charge interest at the rate of 4% per annum above the base rate of Barclays Bank Plc then in force from the due date until the date when we receive full payment from you. We further reserve the right to pass on any third-party fees we incur directly as a result of recovering any sum you owe us and we reserve the right to employ debt collection agencies to assist collecting your debt via a third party.
4. If you don’t pay a bill, we have the right to suspend or terminate a Service.  We will wait until 30 days after the date your payment was due. However, if you have failed to pay a bill on time prior to this occasion, we may suspend or terminate a Service earlier.
5. If you think we’ve made a mistake on your bill, tell us straight away. We will not suspend or terminate the Service while we investigate the matter. Once the dispute is resolved we reserve the right to charge you interest on correctly invoiced sums from the original due date.
6. If you are in material default of any terms of this Agreement, all of the Fees together with interest shall immediately become payable.
7. In the event an engineer is booked to visit your premises for any reason, and they are unable to complete their work because of you, your failure/actions, the absence of a person over the age of 18 or failure to obtain the landlords permission (where relevant), then a charge as set out in our miscellaneous price list may be applied.

Changes to the Fees, Services or this Agreement

1. We will endeavour not to raise Customers’ Fees while they are within a Minimum Term with us. 
2. We reserve the right to change the Fees for Customers on the flexible monthly rolling plan (which you are automatically moved onto when your Minimum Term ends) at any time by providing 30 days notice. Customers on this plan are eligible to enter into a new Minimum Term contract at any time to mitigate such changes.
3. We may have to change a Service, Service features, Fees and the terms and conditions of the Agreement at any time. When this happens, we will give you at least 30 days’ notice via email or portal notification, of any changes we make to our Agreement (including any unavoidable price increases) unless it is: (i) exclusively for your benefit; (ii) purely administrative and has no negative effect on you; or (iii) directly imposed by law. If we notify you of any changes of this nature (excluding points (i) – (iii)) and you do not agree with them, you may terminate your Service by giving us 30 day’s notice. If you choose to do this, you will not be liable for any Cancellation Fees except for the Service Fees for the period we delivered the Service to you.
4. Where you move home and we can serve the new property and you transfer your Service then no Cancellation Fees will be due. In the event we are unable to service the new address then we reserve the right to charge Cancellation Fees.
5. You may upgrade or downgrade your package to another available at any time by going into our portal and making the request. Your following bill will be pro-rated to reflect this change.

Use of Service

1. We may limit, suspend (in part or fully) or terminate a Service immediately if any of the following apply:

• We can't provide a Service (or part of it) anymore, or we have suspended or restricted a related service;
• You seriously misuse a Service;
• We suspect criminal, illegal, unlawful or fraudulent activities or any other unauthorised activity including but not limited to sending, communicating, knowingly receiving, uploading, downloading or using any material or making any calls that are offensive, abusive, indecent, defamatory, obscene, menacing, cause annoyance, inconvenience, needless anxiety or are intended to deceive;
• We have to end the agreement by law or in line with a regulation;
• If you cancel your direct debit and we haven't agreed another way you can pay.

2. If we suspend or terminate a Service, we'll tell you what you need to do to restore it.
3. If you're still within the Minimum Term when we decide to terminate a Service for any reason listed in clause 4.1, you'll have to pay a Cancellation Fee.
4. You may have to pay the Fees for a Service during a period of suspension, up until it ends.

Intellectual Property Rights

1. Ownership of all IPR in the Loaned Equipment and any and all software or hardware systems required to use and operate, or which form part of, any of the Services are the exclusive property of ours or our licensors.
2. Subject to clause 5.1 above, all IPR in the Deliverables is solely granted to us or our licensors at all times.
3. You agree to the flow down terms in respect of third-party Software contained in the Deliverables, where applicable.

Data Protection

1. If either party discloses to the other any personal data relating to any individual for the purpose of controlling or processing such data, the disclosing party undertakes that it has prior obtained the necessary consent from the relevant individuals or ensure that it otherwise has the right under the Data Protection Act 2018 or other relevant local data protection laws and regulations to provide such data to the receiving party. 
2. By using our Services, you consent to the collection and use of your personal information as described in our Privacy Policy.

Our Obligations

1. We shall use reasonable skill and care in providing the Services. You acknowledge and agree that we cannot (and do not) guarantee, represent or warrant that the Service(s) will be error-free or uninterrupted.
2. We will repair or replace any Loaned Equipment that becomes defective or faulty that prevents you using the Service so long as:

• Your actions, misuse or negligence did not cause the fault
• You have an active and valid contract with us for the Loaned Equipment

3. Except as expressly set out in clause 9.2 above, all warranties, conditions and other terms are excluded including any implied conditions, warranties or other terms as to satisfactory quality or fitness for purpose.

Liability

1. The maximum amount of compensation we’ll pay you in any 12-month period shall not in any event exceed in the aggregate the greater of (i) 150% of the total Fees paid by you in the 12 months preceding the date of the relevant claim; and (ii) five thousand pounds (£5,000) regardless of whether such liability arises from a breach of contract, in tort or otherwise.
2. Save for clause 9.1, we will not be responsible to you for the following:

• Any delay or failure caused by something beyond our reasonable control, such as lightning, flood, severe weather, fire, explosion, terrorist activities, epidemic, pandemic, riots, war, anything done by a government or other public authority, or strikes or other industrial action.
• You cancel the Agreement.
• Any loss you suffer caused by you using a Service in a way that infringes this Agreement.
• Any commercial or businesses loss.
• Any loss or damage caused by malware or the unauthorised use of a service on any of your devices.
• Any faults outside of our control (as some of our Service are provided over 3rd party networks).

3. Any loss of, corruption of, or release of data or information. Neither party shall be liable for any loss of revenues, loss of profits, business interruption, loss of or damage to data, or indirect loss. Liability is not excluded for (a) fraud or fraudulent misrepresentations, and/or (b) death or personal injury caused by the negligence of either party. We shall not be liable for any loss howsoever arising from or in connection with your interpretation of the Deliverables.

Service Level Agreements

1. There may be occasional interruptions or disruptions due to technical issues or maintenance activities by our suppliers that is outside of our control. When this happens, we will try to let you know in advance, or get you re-connected as quickly as possible but we cannot guarantee to the service being always perfect and fault free.
2. When you report a fault to us, our team will go through a series of diagnostic steps to identify whether the issue lies within the network, a piece of faulty Loaned Equipment or if it is due to interference caused within your premises.
3. Upon successfully diagnosing the issue is based in our network, we will aim to have you reconnected within 48 hours of this diagnoses.
4. If your broadband Service goes down and you report it to us and/or we are late when activating or repairing your broadband connection, and/or if we miss your engineer appointment, you’ll get the following compensation: £9.33 per day for delayed repairs (after two working days), £29.15 if we fail to send an engineer on the date agreed and £5.83 per day for a delay to the start of a new service.

Miscellaneous

1. We do not provide voice services at this time. If you choose to take our broadband service and currently have a landline phone number then you will lose it unless you agree with another provider to keep it before contracting with us. Some third-party services such as burglar alarms and fall alarms use a traditional phone line and without it, you may no longer be able to use your current system, or the system may need upgrading beforehand. You will also need to ensure you have access to emergency services such as being able to call 999 on a mobile or a similar device in the absence of a landline or in the event of a power failure if using our service with a third-party provider of Voice-over-IP (VOIP) telephony services.
2. Both parties shall comply with all applicable laws, statutes and regulations relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010.
3. This Agreement supersedes all prior agreements, arrangements and understandings (and excludes any pre-Agreement communications of whatsoever nature) between the parties and constitutes the entire agreement between the parties relating to the subject matter hereof.  In the event of conflict these terms and conditions shall prevail over any quotation or contract summary.
4. This Agreement shall supersede any terms and conditions referenced or stated in any order, issued in respect of the goods or services to be supplied under this Agreement, unless the parties sign a written agreement to amend these terms and conditions.
5. Any notice given hereunder shall be by post or email. In the case of a notice to Carnival, it shall also be copied to the Finance Director at the email and postal address as shown on our Contact Us page of our website.
6. No term of this Agreement shall be enforceable by a third party.
7. English law applies and in the event of a dispute the parties agree to submit to the jurisdiction of the English courts.