Lightwire Terms and Conditions

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Note: These are our standard CustomerTerms and Conditions (Customer Terms). Other relevant documents include our Acceptable Use Policy (which isincluded in this document) and Direct Debit Authority form. You, the Customer(Customer) will find these documents (which will be updated from time to time) on our website – www.lightwire.co.nz (the “Website”).

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Date Effective: 20 September 2024 Parties

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LIGHTWIRE LIMITEDa company having its placeof business at Level 1, 103 LondonStreet, Hamilton (“Lightwire”). The CUSTOMER refers to anyone using Lightwire’s network ornetwork services. (“Customer”).

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1. Definitions

1.1. In these Customer Terms we use the terms:

a)     “Affiliates” to refer to the following affiliates of Lightwire:

i.     directors,employees, agents, representatives and contractors; or

ii.     owners andproviders of Networks who allow Lightwire tooperate its networks;

iii.    other network operators who use the Network and allow Lightwireto use their networks, including their directors, employees, agents, representatives and contractors; and

iv.    any other person who provides any service whichis part of the InternetServices, including their directors, employees,agents, representatives and contractors;

b)     “Business Customer” is defined in clause 10.2;

c)     “Internet” to refer to the use of the World Wide Web and

associated services;

d)     “Internet Services” to refer to Lightwire’s Internetservices;

e)     “Network” to refer to any of the networks operatedby Lightwire or other carriersused to providethe Customer with variousservices from Lightwire;

f)      “Residential Customer” is defined in clause 10.1;

g)     “Users” the Customer and/or any person permittedby the

Customer to use or accessthe Internet Services; and

h)     "Working Day" means any day other than a Saturday, Sunday, or national public holiday in New Zealand unless otherwise specified.

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2. Matters Agreed

2.1.           These Customer Terms form a legally binding agreement between Lightwire and the Customer and shall be deemed to have been accepted and agreed to by the Customer upon completion and submission of an application in writing or from the date of first using Lightwire network or network services.

2.2.           Where the Customer has verbally completed an application by telephone, Lightwire will advise the Customer of the key Customer terms and refer the Customer to the availability of the full version of the Customer Terms on the Website. Lightwire will record this conversation, and the Customers' acceptance will have the same effect as if the Customer had signed an application form in writing.

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3. Changing these Customer Terms,Price Lists and Internet Services

3.1.           Change in CustomerTerms: Lightwire reserves the right to amend these Customer Terms at any time. IfLightwire amends these CustomerTerms, it will endeavour to provide a minimum of 28 days’ notice of these changes. Lightwire reserves the right tochange these Customer Terms withoutnotice if Lightwire is required by law to do so or where that changeis necessary for security reasons,to prevent fraud or for technical reasons. Lightwire will notify the Customerof these changes by writing or emailing the Customer and will upload a copy of the amended Customer Terms on the Website.It will be the Customers responsibility to visit the Websiteto obtain a copy of the amendedCustomer Terms. Continued use of the Internet Services after these changes have been notified to the Customerwill constitute acceptance of the amendedterms by the Customer. These terms will then formpart of the Customer Terms agreedbetween Lightwire and the Customer.

3.2.           Change in PriceList: These Customer Terms incorporate Lightwire'scurrent applicable price list. The price list may change from time to time. Where the price of the Internet Services increase, Lightwire will notify theCustomer at least 28days prior to the increase. A copy of Lightwire's current applicable price list and plans is available from Lightwire at theCustomer’s request or on the Website.

3.3.           Change in InternetServices: Lightwire may alter its Internet Servicesfrom time to time. If Lightwirealters its Internet Services ina way that materially reduces the Internet Service offering currently received by the Customer,Lightwire will provide the Customer aminimum of 28 days' notice of such alterations. Lightwire will tell the Customerabout any such alterations by emailing or writing to theCustomer and by publishing the change on the Website.

3.4.           Any change to theseCustomer Terms made under clauses 3.1 to 3.3 will take effect on the datenotified by Lightwire, but the Customer may terminate under clause 3.5 withoutpenalty.

3.5.           If the Customer does notagree with or accept any change to these Customer Terms made under clauses 3.1to 3.3, the Customer may terminate this agreement before the expiration of thenotice period provided by Lightwire under  the relevant clause, without incurring anearly termination charge under clauses 5.10 and 5.11. To do this, the Customermust give 24 hours’ notice to Lightwire (i.e. instead of the usual 28 days’notice required under clause 17.5).

4.             Lightwire’s Obligations

4.1.           Whenever Lightwire provides Internet Services forthe Customer, Lightwire will:

a)     use its best efforts to provide the Customer with a consistently reliable and good qualityInternet Service once the Customer isconnected to the Network;

b)     use its best effortsto reinstate the Internet Serviceswhen the Customers connection is disrupted within areasonable timeframe;

c)     supply the Internet Servicesthrough the Network to the Customerin a way that Lightwire believes is the mostappropriate form for the Customers connection;

d)     choose the carriers and suppliers used to providethe Internet Services (which Lightwire may change atits sole discretion); and

e)     advise the Customerhow to access the Network (this may

change from time to time at Lightwire’s sole discretion).

4.2.           Lightwire does not represent,warrant or guarantee that the InternetServices will be:

a)     interruption or fault free, or that any faults orerrors will be able to be corrected;

b)     available at any particular time or location;

c)     available, or availablewithout change, for any minimumperiod of time;

d)     secure or private;and/or

e)     free of virusesor other harmfulfeatures.

5.             Payment and Billing

5.1.           The Customer must pay for all goods and services(including the Internet Services)that Lightwire provides to the Customer’s addressor for the Customer’s use (no matter who uses the Internet Services).

5.2.           Lightwire will send the Customer bills for thecharges. The Customer must pay each account by the due date for payment as set out in the bill.

5.3.           Ifthe Customer fails to pay any monies on the due date, Lightwire may:

a)     charge a late payment fee of $15 + GST on alloverdue accounts.

b)     require the Customer to pay any costs that areincurred by Lightwire (including agents) in recovering the money owed, or inexercising any other rights, including commissions, credit collection and legalcosts on a solicitor and client basis; and/or

c)     discontinue the provision of theInternet Services and/or refuse toprovide any further Internet Services to theCustomer (Lightwire will notify the Customer at least 5 WorkingDays before it will disconnect the Internet Servicefor non-payment).

5.4.           The Customer must notify Lightwire immediately ifthe Customer disputes any charges.The Customer must provide Lightwire with detailsof the reasons for the dispute, details of the charges and evidence of the grounds for the dispute.The dispute must be raised beforethe due date of the bill. Any claim outsideof this time frame may not berecognised (at Lightwire's sole discretion).Payment for the undisputed charges must be made by the due date for payment. The Customer must notset-off or deduct any amount to be paid in respectof the bill in any other circumstances.

5.5.           If Lightwire agree there is amistake, Lightwire will adjust the Customer's next bill or, if appropriate provide a refund.If Lightwire find there is no mistake, and if the duedate for payment has already passed,the Customer must pay the amount outstandingwithin five Working Days.

5.6.           The Customer agrees andacknowledges that all amounts are payable in New Zealanddollars and includeGST, unless otherwise specified.

5.7.           Lightwire will only accept Credit Cards and Direct Debit Authorities as methods of payment. From time to timeat Lightwire’s sole discretionLightwire may accept other methods of payment.

5.8.           Lightwire will begin charging for a serviceonce we deem service to havebeen given (based on the requested RFS date) regardless of whether the end client has activelystarted utilising the service.

5.9.           If multiple services are being provisioned as partof WAN, billing will commence foreach individual service component as they golive.

5.10.        Early termination charges (ETCs)will apply if a serviceis cancelled by the Customer prior to the contractedend date unless otherwise excluded by clause 3.5.

5.11.        If the Customer wishes to disconnect, theirconnection will be disconnected on the last dayof the month in which the request is received.If the Customer wants to disconnect beforethe end of their minimum term, then an ETC will apply. ETC calculationis as follows:

Monthly fixed chargemultiplied by full months left in term, with a maximumcharge of $790 incl. GST to apply.

The ETC is required to assist us in covering the setup costs we incur from installing a connection at your property.If the customer signs up to a plan, but the installation is notsuccessful, no ETC applies.

6.             Billing Policy

6.1.           All Lightwire recurring services will be invoicedmonthly in advance.

7.             The Customers Obligations

7.1.          The Customer will:

a)     Ensure that all of the information given to Lightwireis correct and complete.

b)     Notify Lightwire immediately of any changeof the Customer's address, orland line or mobile phone number, or any otherrelevant contact details.

c)     Comply with any legal requirements concerning theuse of Lightwire’s Internet Services.

d)     Comply with any requirements of any other carrier in relation to the use of the Network.

e)     Ensure that everyone is aware ofthe Customers obligations andresponsibilities under these Customer Terms.

f)      Provide reasonable accessto Lightwire employees, its agents, its contractors or its representatives or its sub-contractors

including any other carrier to undertake any and all work requiredfor the commencement, operation, continuance and maintenance ofLightwire’s Services and the Network. Lightwire will undertake this work by appointment and during reasonable working hours. In the eventthat Lightwire requires accessat a time outside of reasonable hours then the Customerwill be notified but access must be provided to Lightwire.

g)     Provide Lightwire with the InternetService login and email informationto enable Lightwire to rectify any faults witheither the Network or the Customer’s connections.

h)     Follow the instructions and directions Lightwire provide about using the Internet Services and only usethem for lawful purposes.

i)      Ensure thatanyone using the Customer’s connection will not view/download objectionable content incontravention to applicable laws.

j)      Comply with all applicable laws, regulations,standards and codes when using ourServices, including, but not limited to, thePrivacy Act 1993, Fair Trading Act 1986, Copyright Act 1994, Defamation Act 1992 and the CrimesAct 1961, and not infringe a third party's rights.

k)     Make sure everyone who uses the Internet Servicesthat Lightwire provide to theCustomer, or does anything in relationto them, is also aware of, and meets, these responsibilities. The Customer is responsible and liable for any use by any other person (authorised orunauthorised) of the InternetServices Lightwire provide the Customer, including any charges associated with that use and any consequences if suchperson misuses the Internet Services or breaches these Customer Terms.

l)      If connected via Lightwire's Dish Extension feature, implementation, management and fault resolution of the trenching,conduit, and power running to the dish extension.Lightwire retains ownership of the dish and mounting equipmentand will rectifyany faults relatingto this equipment as per standard conditions.

7.2.           If Lightwire requiresa bond or some other such securityto ensure paymentof Lightwire’s charges,the money will not accrueinterest and it will be repaid to the Customerwhen these CustomerTerms are terminated so longas all monies owed by the Customer have been paid.

7.3.           Lightwire reserves the right to impose a creditlimit on the Customer’s accountat any time. The Customeragrees that a credit limit imposed by Lightwire may be alteredat Lightwire’s discretion and from time to time without notice to the Customer.

7.4.           Residential Customers: If the Customer is a Residential Customer, and or consuming a standard Internet Service found on the LightwireWebsite, the Customeracknowledges and agreesthat all equipment (for example but not limited torouters, CPE’s, aerials etc.)installed or located at the Customer’s premises is loaned by Lightwire to the customer and must staywith the property, including if thecustomer moves out. If the customer causes damageto the equipment, a replacement fee may be incurred.

7.5.           BusinessCustomers: If the Customer is a Business Customer, and is consuming productsand services that have been customized and tailoredfor their operation, and not listed on the Lightwire Website, the Customer acknowledges and agrees that all equipment (for example but not limited torouters, switches, CPE’s, aerialsetc.) installed or located at the Customer’s premises remain at alltimes the property of Lightwire and the Customer agrees not to take any action, or omit to take any action, that affects or is likely to affect Lightwire’sownership rights.

8.             Acceptable Use Policy

8.1.           This section gets prettywordy, with a lot of effort put in by the legal team to ensure that all basesare covered, but the key theme behind all of the following conditions is thatrural wireless is a unique beast, with a lot of complex elements in play.Lightwire’s Acceptable Use Policy (AUP) is designed to ensure that the Networkis used equitably by all users to create an online community where all usersenjoy a high-quality Internet Service.

We need to ensure that users on unlimited plans do not impact the experience of other users connecting to the same high site (tower), but there is no setrule as to what level of usagewill create an issue. Each tower has different capacityavailable to it, so we all need to work togetherto get the balance right.Lightwire will always tread carefully and talk through any issuesrelated to our AUP with customers,giving plenty of opportunity for usage patterns to be adjusted before we take any binary action(suspension of a service for example).

The AUP sets out obligations and restrictions for users while they are using Lightwire’s Internet Service. Lightwire reservesthe right to limit and/or suspend its InternetService to Customers who breach the AUP. Customers will remain legallyresponsible for their actions when using Lightwire’s Internet Service and Customers will indemnify Lightwire for any loss incurred by Lightwire or any third party (or other users) due to the Customer’s action.

8.2.          AUP obligations and restrictions:

a)     Customers will ensure that their Network usage doesnot adversely impact on Lightwire’sability to provide Internet Servicesto other Customers and the ability of other Customersto access and use the network.

b)     Customers will not flood Lightwire’s Network,launch denial of InternetService attacks, overload an Internet Service or impair Lightwire’s ability to provide an Internet Service.

c)     Lightwire reserves the right touse network management tools to ensure that all users haveequitable access and network usagerights. Lightwire also reserves the right to limit and/or suspend its Internet Service to Customerswho misuse their Network usageobligations. Lightwire may also terminate Users’sessions if they have been continuously online for a considerable period of time.

d)     Customers will take all practicable steps to ensurethat they do not transmit, receive orview objectionable, illegal, defamatoryor restricted content. Lightwire acknowledgesthat some content may be restricted to adults over 18 years of age. It is the Users’ responsibility toensure that such content is notavailable to minors and others entities that it was not intended for.

e)     Customers will not attempt to gain unauthorised access to any othercomputers, networks, electronic storage/retrieval systems, or any other communications equipment on Lightwire’s Network or any other network.

f)      Customers will not modify, alter,delete or edit content unless they eitherhave explicit writtenauthority or consentto do so or the contentbelongs to them.

g)     Customers will not transmit or post virusesand other harmfulcode over the Lightwire Network.

h)     Users will not send spam,junk email or any other unsolicited material over the Lightwire Network.Please note that sending viruses, spam and other junk email may be illegal under New ZealandLaw. It is the Customers’ responsibility to securetheir usernames and passwords. Customers will also be responsible for their own identity and passwordsecurity by organising their ownantivirus, spam or junk email filter, firewalls and pop up blockers.

i)      Customers will not distribute, downloador transmit passwordguessing programs, unauthorised keystroke loggers, password gatherers, cracking tools, Trojanhorses, spyware, adware or any otherillicit programs.

j)      Users will not attemptto ascertain privateinformation about third parties without their knowledge andconsent.

k)     Customers will not attempt to impersonate any personor entity, forge any persons orentities signatures, or perform anyfraudulent activities.

l)      Users will complywith copyrights, trademarks and intellectual property rights of other people orentities.

m)   Users will not attempt to plagiarise, download,transmit or distribute content thatinfringes other peoples/entities intellectualproperty rights, trademarks or copyrights.

n)     Customers will not resell Lightwire’s InternetServices, add accounts or share theInternet Services between more than onehousehold without written permission from Lightwire.

o)     Lightwire’s instructions, advertising, promotionaland other material will remainLightwire’s copyright and unauthorised copyingor distribution of this material is prohibited. As part of Lightwire’s Internet Service we may use or display our partner companies’ trademarks andcopyrights. Lightwire acknowledgesthat these trademarks and copyrights remain theproperty of their owners. Although Lightwire has no obligation to monitor the Network and/or Internet Service, Lightwire, its partners and suppliersreserve the right at any time tomonitor content, bandwidth, network usage andtransmissions from time to time to operate the Internet Service; to identify violations of this Policy;and/or to protect the Network, Internet Service and otherusers.

9.             Suspension or Disconnection ofInternet Services

9.1.           If the Customer exceeds its credit limit as set outin clause 7.3 Lightwire will beentitled to suspend the provision of its Internet Services to the Customer.

9.2.           If the Customer does not meet all or any of itsobligations under these Terms and Conditions Lightwire may suspend or disconnect the Customer from Lightwire’s Network or discontinue any other services that Lightwire provides to theCustomer.

9.3.           Lightwire may suspend or disconnect the Customerfrom the Network if another carriersuspends or interrupts Lightwire’s InternetService and that suspension or interruption affects Lightwire’s ability to provide its Internet Servicesto the Customer.

9.4.           Lightwire may suspend or restrictan Internet Service in an emergencyor whenever Lightwire, another carrier, or any other appropriate person considersthat step necessaryor reasonable to protectpersons, systems or other property.

9.5.           In the event that the Customer is suspended or disconnected from Lightwire’sNetwork for failing to meet any of its responsibilities under these Customer Terms, the Customer may be required to pay a recommencement fee before it can use Lightwire’s Networkagain. All costs and expensesof or incurred by Lightwireas a result of suspensionor disconnection by the Customer and any recommencement shall be payableby the Customer upon demand by Lightwire.

9.6.           Normal charges, as outlined in Lightwire’s pricelist, will continue to apply duringthe Customer’s suspension or disconnection from Lightwire’s Network.

10.          Warranty and Liability

10.1.        ResidentialCustomers: If the Customer is a residential customer and the Internet Services are not being ‘supplied or acquired in trade’ (Residential Customer) within themeanings of the Fair Trading Act 1986and the Consumer Guarantees Act 1993 (the ConsumerProtection Legislation), the Customer may have rights under the Consumer Protection Legislation in addition to those rightsset out in these CustomerTerms. These CustomerTerms will apply subject to the provisions of theConsumer Protection Legislation.

10.2.        Business Customers: If the Customeris not a Residential Customer(a Business Customer), then the BusinessCustomer acknowledges and agrees that the provisions of theConsumer Guarantees Act 1993 andsections 9, 12A, and 13 of the FairTrading Act 1986 will not apply tothese Customer Terms and that it is fair andreasonable to exclude their application.

10.3.        Indemnity: The Customer will indemnifyLightwire (including its Affiliates) against all liabilities, costs (includingfull costs between solicitor and client), losses, claims or demands incurred byLightwire arising out of or incidental to any of the Internet Services or theseCustomer Terms. The Customer also agrees to indemnify Lightwire (including itsAffiliates) against all liabilities incurred by the Customer due to viruses,spam, junk emails and hacking/ disruptive activities caused by a User.

10.4.        No representations: Except to the extent specifically stated under these Customer Terms or as required bylaw, Lightwire (including itsAffiliates) makes no representation and gives no assurance, condition or warranty of any kind to theCustomer in relation to the InternetServices provided to the Customer(whether express, implied or whenever arising) whetheroriginating in statute, law, trade, customor otherwise that would apply ifit were not for this clause.

10.5.        Exclusion of allother Liability: To the maximum extentpermitted by law, Lightwireand its Affiliates will not liable to the Customer for any loss of profit, loss of bargain, loss of businessopportunity or exemplary damages orlosses suffered by the Customer arising out of or flowingfrom any breachof contract, any pre-contractual misrepresentation or other disputearising out of these terms and whetheractionable in contract, tort (including negligence), equity or otherwise.For the avoidance of doubt, if Lightwire’s Internet Services fail to operate for any reason and the Customer uses differentservices provided by another provider, Lightwire will not be responsible for that provider’s charges. This exclusion of liability applies whether or not Lightwire’sagreement with the Customer has endedand regardless of the type of damage the Customer suffers or howsoever it was caused.

10.6.        Copyright andrelated exclusions: To the maximum extent permitted by law, the Customer agrees that Lightwire will not be liable for any:

a)     copyright infringement by a User; or

b)     unauthorised access to or alteration of the Customer's communications or data by any third party; or

c)     material or data sent or received (or not sent or received); or

d)     transaction entered into by a User throughuse of the Internet Services;or

e)     threatening, defamatory, obscene,offensive or illegalcontent or conductof any other party or any infringement of another's rights, including intellectual propertyrights; or

f)      any content sent using, or includedin, Lightwire's Internet Services byany third party.

11.          Limitation of Liability

11.1.        If Lightwire (or any of its Affiliates) are found liableto the Customer for anydirect losses arising from Lightwire’s breach of this Agreement or for Lightwire’s negligence despite the provisionsof clause 10, Lightwire’s (includingits Affiliates) obligation to pay damages or losses is limited to $5,000 for one incidentor $10,000 for a number of incidents within any 12month period provided that theCustomer notifies Lightwire of its claim within 3 months following date of the relevant event or series or events becomingreasonably discoverable to the Customer.

11.2.        Lightwire (including its Affiliates) will not liablefor any loss caused by any User or any loss that results from the User’s failure to take reasonable steps to avoid or minimiseloss.

11.3.        To the extent that the Customer is a residentialcustomer, the Customer’s liability toLightwire for a breach of these Customer Termsor a Customer’s negligence is limited to $5,000 for one incident or $10,000for a number of incidentswithin any 12 month period.This limitation does not apply to theCustomer’s obligations to pay any outstanding amounts payableunder these Customer Terms or for anyloss or damage caused by fraud, wilful breach or wilful damage.

11.4.        The limitations in this clause 11 will not limit anyrights the Customer may have underthe Consumer Protection Legislation.

12.          Force Majeure

12.1.        Failure by either party to perform its obligationsunder these Customer Terms due to aForce Majeure event shall not be a breachof those obligations, and the obligations of both parties shall be suspended during the currency ofthe Force Majeure event.

12.2.        For the purposeof this clause 12, Force Majeure means any act of God or act of nature,strike, lockout, work stoppage or other labourhindrance, confiscation or expropriation, embargo, electrical supply failure, fire, smoke damage, flood,water damage, ice, explosion, nuclearaccident, sabotage, revolution, riot, act of war whether declared or not, warlikeoperations, any act or terrorism, requirement or restriction of governmental authorities, land slide, earthquake, epidemic, quarantinerestriction, and any cause beyond thereasonable control of the Customer or Lightwire preventing either of them performing their obligations under these Customer Terms.

12.3.        Neither party shall be entitled to the benefit ofthis clause to the extent that thefailure was caused by the party’s negligence or contributory negligenceor if the failure was caused by a shortage or lack ofmoney.

12.4.        The party claiming the benefit ofthis clause shall give notice as soonas possible after the Force Majeure event or condition or cause has ceased or been remedied that itis in a position to resume theperformance of its duties and obligations.

13.          Privacy and PersonalInformation

13.1.        Lightwire will treat all personalinformation in accordance with our PrivacyPolicy. A copy is availableat www.lightwire.co.nz/privacy-policy

13.2.        If the Customer does not provide information then Lightwire may not be able to provide its InternetServices to the Customer.

13.3.        The Customer agrees and acknowledges that Lightwiremay monitor and record calls that the Customer makes toLightwire or that Lightwire makes to the Customer forthe purpose of maintaining andimproving the quality of our services to theCustomer.

14.          Electronic Communications andEmail

14.1.        The Customer agrees that during the term of theseCustomer Terms, there is an on-goingbusiness relationship between Lightwire and the Customer.The Customer gives Lightwire and its officer’sexplicit consent and permission to communicate with the Customerat a nominated email addresswith regard to the InternetServices and any related services provided by Lightwire or its Affiliates. The Customer may request thatemail communications be directed to adifferent address, and Lightwire undertakes tochange its records for all futureemail communications in a timely manner.

15.          Other Terms

15.1.        Other terms may apply to some ofthe Internet Services provided by Lightwire. At such time as appropriate Lightwire will advisethe Customer of these termsand conditions in writing.

15.2.        Promotions, offers, or discountscan't be used in conjunction with other promotions,offers, or discounts.

16.          Notices

16.1.        Any written notice required to be given to Lightwire must be sent tothe address below and shall be deemed to be received within two Working Days of posting, orimmediately if transmission is electronically.Any notice given on a non-Working Day or after5:00pm on a Working Day shallbe deemed to have been given at thecommencement of the next Working Day.

Lightwire Limited

Street Address:

Level 1, 103 London Street,

Hamilton

Postal Address:

PO Box 9361,

Hamilton 3240

Telephone: 0800 12 13 14 Email:support@lightwire.co.nz

Attention:Customer Service Manager

16.2.        If the Customer changes address or moves premises,it must inform Lightwire of this event in writing so that Lightwire can ensurethere is no interruption in its supply of Internet Services to the Customer. Ifthe Customer does not inform Lightwire of this event, it may not be able toensure the continuous supply of our Internet Services to the Customer.

16.3.        The Customer agrees that all agreements, notices,disclosures and other communications that Lightwireprovide to the Customer electronicallysatisfy any legal requirement that such communicationsbe in writing.

16.4.        The Customer agrees that any electronic communication from the Customer will be taken to be received by Lightwire at the time that that electronic communication comes toLightwire's attention.

17.          Term and Termination

17.1.        Term:These Customer Terms will come into effect on the earlier of:

a)     the date that these CustomerTerms are signed by the Customer; or

b)     the Customer consents to these CustomerTerms by telephone; or

c)     the Customer usingor accessing the Internet Services, and

d)     will continue in full force and effect unlessterminated in accordance with this clause 17.

17.2.        LightwireTermination: Lightwire may terminate these CustomerTerms and may restrict, suspend, or cancel the Internet Services:

a)     immediately without notice:

i.     if the Customerfails to pay any invoices or fails to meet itsresponsibilities to Lightwire under these Customer Terms;

ii.   immediately for the health andsafety of any person or the safetyand security of the Network;

iii.  ifany of our third party licensors terminates or suspends any licence or agreement in connection with the Networkor such licence or agreement expires; or

iv.   for any othercommercial reason that we can no longer providethe Internet Services; or

v.   the Service is permanently ortemporarily (for any reason) unavailableto you.

b)     for any other reason, by Lightwire giving theCustomer at least

28 days’ written notice.

17.3.        No release: Termination ofthese Customer Terms by Lightwire shall not release the Customer from any outstanding obligations or responsibilities that it has to Lightwire.

17.4.        Rights ontermination: On termination of these Customer Terms, Lightwire will cease providing its Internet Servicesto the Customer and allamounts which the Customer owe to Lightwire will immediately become due and payable.Lightwire shall not be liableto the Customer for any loss or damage suffered, or claimed to have been suffered, by the Customer on orfollowing termination of the supplyof Lightwire's Internet Services to the Customer.

17.5.        Customer Termination:

a)     The Customer may terminate theseCustomer Terms by providing Lightwirewith at least 28 days’  written notice tothe address provided in clause 16.

b)     Termination by the Customer may be subjectto any additional terms,which may have been agreed to as part of an application completed via telephone as outlined in clause 2.2.

c)     In the case that the Customer is bound to a minimumterm period, an ETC may apply if the Customer wishesto disconnect prior to the end of the minimum term. The Customer may not transfer itsresponsibilities under these CustomerTerms to anyone else.

d)     The Customer acknowledges thatLightwire is not able to service all locations due to coverage limitations.Coverage can be checked on Lightwire’s website (www.lightwire.co.nz). If theCustomer moves to a location that is unable to be serviced by lightwire due tocoverage limitations, the move will take the effect of a notice of cancellationunder this clause 17.5 and standard ETCs calculations will apply.

17.6.        Consequences ofTermination: If either party terminates the InternetServices or these Customer Terms during a billing period, any applicablecharges for that period remain payable. Lightwire will not refund a pro-rataportion of any minimum monthly fee paid in advance.

17.7.        Insolvency: Notwithstanding this clause 17, if the Customer fails to pay any monies, commits any act ofbankruptcy, or being a company doesany act which would render it liable to be wound up or have a receiver appointed over its property, Lightwire may (without prejudice to any other remediesavailable to it) suspend or terminatethese Customer Terms and the proportion of themonies owed will fall immediately due and payable.The Customer shall pay any costs incurred by Lightwirein relation to such termination.

18.          Intellectual Property

18.1.        Ownership of all intellectualproperty rights in respect of all documents, technical specifications, design drawings,charts, plans and software relating to the InternetService shall belong to Lightwire.

19.          Dispute Resolution

19.1.        In the event of a dispute between the parties inrelation to these Customer Terms, theCustomer shall first seek to resolve such disputeby contacting Lightwire's Helpdesk. If the Helpdesk is not able to resolve the Customer's concernsthe matter will be escalated to theCustomer Services Manager.

20.          General

20.1.        Assignment:

a)     Lightwire may assign or transfer its rights and responsibilities under this Customer Terms to anotherparty. Lightwire will provide theCustomer with written notice in advance if itintends to do this.

b)     Lightwire may subcontract the performance of any ofits obligations and responsibilities under this CustomerTerms to a third party.

c)     The Customer may not assign ortransfer any of its rights or responsibilitiesunder these Customer Terms to anyone withoutLightwire’s prior written consent.

20.2.        Invalid Clauses: If any provisionor part of these Customer Terms is held to be invalid, unenforceable or illegal for any reason,these Customer Terms will be deemed to be amendedby the addition or deletion of wording as appropriate toremove the invalid, unenforceable orillegal provision or part, but otherwise to retain the provision and other provision of these CustomerTerms to the maximum extent permissible underapplicable law.

20.3.        Waiver:

a)     No delay, neglect or forbearance bya Lightwire in enforcing against the other any provision of these CustomerTerms will be a waiver, or inany way prejudice any right, of that party.

b)     None of the provisions of these Customer Terms willbe considered to be waived byLightwire except when such waiver isgiven in writing.

c)     Nowaiver by Lightwire of any breachwill be deemed a waiver of any continuing or reoccurring breach,unless it is expressly agreed to be so in writing by Lightwire.

20.4.        Relationship:

a)     The parties will perform their respectiveobligations under these CustomerTerms as independent contractors to each other.

b)     Nothing in these Customer Terms will create,constitute or evidence anypartnership, joint venture, agency, trust oremployer/employee relationship between the parties, and neither party may make or allow to bemade, any representation that any such relationship existsbetween the parties.

c)     Neither party will have the authority to act for, orincur any obligation on behalf of,the other party, except as expressly providedfor in this agreement.

20.5.        Survivorship: Termination of these Customer Terms for any reason will not affectsuch rights and obligations of the parties as are intended to survive thetermination.

20.6.        New Zealand LawApplies: These Customer Terms are governed by the laws of New Zealandand the parties submit to the exclusive jurisdiction of the New Zealand courts in respect of all matters relating to this Agreement.

21.          Non-standard installations

a)     All equipment deployed for the provisioning of non-standard installs (including Solar Repeaters, LanExtensions, and other WAN extensions)remains the property of Lightwire.

b)     In the event that a fault is experienced by a userthat has moved into a property with apre-existing WAN extension, paid forby a previous tenant, and the fault requires the replacement of the WAN extension, a replacement cost equal to the install fee may be applied.

c)     In the event that a fault is experienced by a userthat has moved into a property with apre-existing WAN extension, paid forby a previous tenant, and the fault requires the replacement of the WAN extension, a replacement cost up to thecost of the rate card install fee may be applied.

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