Wholesale Partner Terms

Version 1.1 · 8 October 2026

These Wholesale Partner Terms and Conditions form part of the Partner Agreement between Gigaair Ltd and the Partner. They apply to wholesale partners that contract with and bill their own End Customers. End users are covered by our Customer Terms of Service.

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Version	Date	Summary of changes
1.0	10 September 2026	First issue.
1.1	8 October 2026	Clause 6.8 and 6.9: Wayleaves led by Gigaair, Partner assists on a reasonable endeavours basis, landlord fees treated as ECCs, no liability either way if a Wayleave cannot be obtained. Clause 14.4: Partner’s indemnity capped at 200% of Charges. Clauses 17.6 to 17.9: step-in narrowed and conditions added.

1. About these Partner Terms

1.1 These Wholesale Partner Terms and Conditions (the “Partner Terms”) are issued by Gigaair Ltd, a company registered in Scotland with company number SC638157, whose registered office is at The Approach, 301 Parkway Court, Glasgow, G69 6GA (“Gigaair”).

1.2 They apply to the wholesale Services that Gigaair supplies to the partner named in the Partner Agreement (the “Partner”) for resale to the Partner’s End Customers.

1.3 The Gigaair Customer Terms of Service published on the Website are for end users. They do not apply to the Partner or to any Service supplied under the Agreement.

1.4 These Partner Terms apply to wholesale partners that contract with and bill their own End Customers. They do not apply to dealers that introduce customers whom Gigaair contracts with and bills directly. A separate dealer agreement applies to those arrangements.

2. Definitions and interpretation

2.1 In the Agreement, the following words have these meanings:

“Acceptable Use Policy” or “AUP” means Gigaair’s acceptable use policy for partners, as published on the Portal and amended under clause 16.

“Agreement” means the Partner Agreement, these Partner Terms, the Service Schedule, the AUP and each Order, together.

“Authorised User” means an individual nominated by the Partner and given access to the Portal under clause 4.

“Business Day” means a day other than a Saturday, Sunday or public holiday in Scotland.

“Charges” means the Monthly Charges, Installation Charges, ECCs, ETCs and any other charges payable under the Agreement.

“Confidential Information” means information of a confidential nature disclosed by one party to the other in connection with the Agreement, including the information described in clause 13.1.

“Contract Year” means each period of 12 months starting on the date of the Partner Agreement or an anniversary of it.

“Data Protection Legislation” means the UK GDPR, the Data Protection Act 2018, the Privacy and Electronic Communications (EC Directive) Regulations 2003 and any other law relating to personal data that applies in the United Kingdom, each as amended from time to time.

“Early Termination Charges” or “ETCs” means the charges described in clause 8.4.

“Electronic Communications Code” means the code set out in Schedule 3A to the Communications Act 2003.

“End Customer” means a customer of the Partner to whom the Partner supplies a service using a Service.

“Equipment” means any equipment supplied or installed by Gigaair to provide a Service, including any ONU, Ethernet PoE injector, radio, antenna, router, switch, mounting hardware and cabling, but not Partner Equipment.

“Excess Construction Charges” or “ECCs” means charges for works needed to deliver a Service that go beyond Standard Installation, as described in clause 6.

“External Network” means any network, system or service that is not part of the Gigaair Network, including IP transit providers, internet exchanges, peering networks, content delivery networks, cloud platforms, remote servers and the wider internet, but not third-party circuits that Gigaair uses to connect the Premises to its point of presence, which form part of the Gigaair Network.

“Fault” means a failure of a Service to perform in line with the Service Schedule that is caused by the Gigaair Network or Equipment.

“Flex Service” means a Service identified as “Flex” in the Service Schedule, which has a Guaranteed Minimum Speed.

“Force Majeure Event” has the meaning given in clause 15.1.

“Gigaair Network” means the electronic communications network owned or operated by Gigaair, up to and including the Network Termination Point.

“Guaranteed Minimum Speed” means, for a Flex Service, the minimum speed set out in Part A of the Service Schedule, measured as described in Part B of the Service Schedule.

“Headline Speed” means the maximum line rate of a Service, as set out in the Service Schedule and the Order.

“Installation Charges” means the one-off charge for Standard Installation shown in the Order Confirmation.

“Minimum Term” means, for each Service, the minimum period stated in the Order Confirmation, starting on the Service Start Date.

“Monthly Charges” means the recurring charges for a Service shown in the Order Confirmation, as changed under the Agreement.

“Network Termination Point” means the point at the Premises where the Gigaair Network ends, being: for Fibre Broadband and Wireless Broadband, the Ethernet port on the ONU or Ethernet PoE injector; for Flex Services, the hand-off port on the router, switch or other routed endpoint Gigaair chooses; and for Dark Fibre, the fibre tray or as otherwise stated in the Order.

“Order” means a request by the Partner for a Service, submitted through the Portal or, for a Special Order, in any other form Gigaair accepts in writing.

“Order Confirmation” means Gigaair’s notice, by email or through the Portal, accepting an Order.

“Partner Agreement” means the agreement signed by Gigaair and the Partner (including electronically) that incorporates these Partner Terms.

“Partner Equipment” means any equipment not supplied by Gigaair, including equipment belonging to End Customers.

“Portal” means Gigaair’s online partner portal, or any replacement system Gigaair tells the Partner about.

“Premises” means the installation address for a Service stated in the Order.

“Quote” means the availability and pricing for a Service at a Premises shown in the Portal.

“Service” means each wholesale service described in the Service Schedule and supplied under an Order.

“Service Schedule” means Schedule 1 to these Partner Terms, as amended under clause 16.

“Service Start Date” means the date on which Gigaair notifies the Partner that a Service is live and available for use.

“Special Order” has the meaning given in clause 7.3.

“Standard Installation” means the installation works included in the Installation Charges, as described in Part C of the Service Schedule.

“Survey” means a desktop or physical survey of the Premises and the route to it.

“Wayleave” means any consent, licence, wayleave, servitude or permission from a landowner, landlord, occupier or authority needed to install, access, maintain or remove Equipment or the Gigaair Network.

“Website” means www.gigaair.co.uk.

2.2 Headings do not affect interpretation. “Including” means including without limitation. A reference to legislation includes that legislation as amended or replaced. “Writing” includes email and notices through the Portal, except where clause 18.2 requires otherwise.

2.3 If there is a conflict between the documents that make up the Agreement, they take priority in this order:

(a) any special conditions in the Partner Agreement that expressly state they override these Partner Terms;

(b) the Order Confirmation, but only for the Service, Premises, Charges and Minimum Term;

(d) these Partner Terms; and

(e) the AUP.

3. Appointment and resale

3.1 Gigaair grants the Partner a non-exclusive right to buy the Services and resell them, under the Partner’s own brand, to End Customers at Premises in the United Kingdom where Gigaair makes the Services available.

3.2 The Partner contracts with End Customers as principal and in its own name. The Partner is solely responsible for its End Customer contracts, including pricing, billing, collection, first-line support, complaints handling, and compliance with the Ofcom General Conditions of Entitlement and consumer protection law as they apply to the Partner’s services.

3.3 Nothing in the Agreement creates a partnership, joint venture or agency. The word “partner” is used as a commercial term only. The Partner has no authority to make any commitment on Gigaair’s behalf.

3.4 The Partner must make sure its contracts with End Customers:

(a) require End Customers to comply with the AUP, or with terms that are no less restrictive;

(b) give Gigaair and its contractors the access to the Premises described in clause 6;

(d) do not commit to speeds, availability or service levels greater than those in the Service Schedule, unless the Partner accepts sole responsibility for that commitment; and

(e) allow End Customer details to be shared with Gigaair, and allow End Customers to move to Gigaair or another provider, in the circumstances described in clause 17.6.

3.5 Gigaair may supply services to other partners and dealers in any area. Gigaair will not use the Partner’s Confidential Information, including End Customer details, to approach the Partner’s End Customers to supply them with equivalent services, whether directly or through a dealer or another partner, except as permitted by clause 17.6.

4. Portal access and ordering

4.1 Gigaair will give the Partner access to the Portal to check availability, view Quotes, place and track Orders, and report Faults.

4.2 The Partner must nominate its Authorised Users and keep that list up to date. Portal access is protected by two-factor authentication. The Partner must make sure that each Authorised User has their own login, that login details are kept secure, and that access is removed promptly when an Authorised User leaves or no longer needs it. The Partner must tell Gigaair promptly if it suspects any unauthorised access.

4.3 The Partner is responsible for all Orders and other actions taken through the Portal by its Authorised Users or using their login details, except to the extent caused by Gigaair’s failure to take reasonable security measures for the Portal. Gigaair may treat any Order submitted from an Authorised User’s account as authorised by the Partner.

4.4 Portal records, including the user, date, time and IP address associated with each Order, are evidence of the Order and its contents unless shown to be wrong.

4.5 Quotes depend on the Premises, the Service and network availability. A Quote is not an offer. Quotes are valid for 30 days and are subject to Survey.

4.6 Before an Order is submitted, the Portal will show:

(a) the Service and its Headline Speed, and the Guaranteed Minimum Speed for a Flex Service;

(b) the Premises;

(d) the Minimum Term.

4.7 Submitting an Order is an offer by the Partner to buy the Service on the terms of the Agreement. Gigaair may accept or reject any Order. An Order is accepted only when Gigaair issues an Order Confirmation.

4.8 Each accepted Order forms a separate contract for that Service on the terms of the Agreement. No additional terms are agreed through the Portal. Terms on the Partner’s purchase orders or other documents do not apply.

4.9 The Partner must make sure the information in each Order is complete and accurate, including the Premises address and site contact details.

4.10 Gigaair will use reasonable endeavours to keep the Portal available but may suspend it for maintenance or security reasons. If the Portal is unavailable, the Partner may submit Orders and report Faults by email to service@gigaair.co.uk.

5. Services, speeds and external networks

5.1 Gigaair will provide each Service from its Service Start Date with the reasonable skill and care of a competent telecommunications provider, and in line with the Service Schedule. Additional terms that apply to particular Services, including Landline Plus and Dark Fibre, are set out in the Service Schedule.

5.2 Headline Speeds are maximum line rates. Apart from the Guaranteed Minimum Speed of a Flex Service, Gigaair does not guarantee any particular speed or throughput. Actual speeds can be affected by Partner Equipment, Wi-Fi at the Premises, End Customer usage, and External Networks (see clauses 5.10 to 5.17).

5.3 For Services that are not Flex Services, Gigaair will use reasonable endeavours to deliver speeds close to the Headline Speed but gives no minimum speed commitment.

5.4 For each Flex Service, Gigaair guarantees that the Service will be capable of delivering at least its Guaranteed Minimum Speed, measured as described in Part B of the Service Schedule.

5.5 If the Partner reports that a Flex Service is not meeting its Guaranteed Minimum Speed, Gigaair will investigate and work to fix any confirmed failure. The Partner must provide reasonable evidence, such as the results of tests carried out under Part B of the Service Schedule, that the shortfall is on the Gigaair Network and is not caused by Partner Equipment or an External Network, including an upstream carrier over which Gigaair has little or no control.

5.6 If a confirmed failure to meet the Guaranteed Minimum Speed has not been fixed within 90 days of the Partner’s report, the Partner may, by notice given within the following 60 days, either:

(a) move the Service to a lower Flex Service at the same Premises, with a matching reduction in the Monthly Charges and without restarting the Minimum Term; or

(b) end the affected Service without paying ETCs.

5.7 Gigaair may assign IP addresses for use with a Service. They remain allocated to Gigaair, cannot be transferred, and must be released when the Service ends. Where the Partner uses its own IP addresses, the Partner is responsible for them, and routing arrangements will be agreed in writing.

5.8 Gigaair may change the technology, equipment, routing or network design used to provide a Service, as long as the change does not materially reduce the performance of the Service described in the Service Schedule.

5.9 Gigaair will give at least 5 Business Days’ notice of planned maintenance likely to affect a Service and will carry it out between 00:00 and 06:00 where reasonably practicable. Gigaair may carry out emergency maintenance at any time, with as much notice as is reasonably practicable.

Bandwidth and performance outside the Gigaair Network

5.10 Each Service carries traffic across the Gigaair Network between the Network Termination Point and the points where the Gigaair Network connects to other networks. Beyond those points, traffic travels over External Networks, which Gigaair does not own or control.

5.11 The speed and quality an End Customer experiences when using a particular website, application, download or online service may be reduced by factors on External Networks, including:

(a) the capacity, congestion or routing of upstream IP transit providers, internet exchanges and peering networks;

(b) the capacity, load, location or configuration of the servers, content delivery networks or cloud platforms the End Customer is connecting to, including any speed or bandwidth limits those providers apply;

(d) VPNs, proxies, security filtering or other third-party services used by the End Customer; and

(e) outages, maintenance or attacks, including denial-of-service attacks, affecting External Networks.

5.12 Gigaair has no control over External Networks. Headline Speeds and Guaranteed Minimum Speeds apply only across the Gigaair Network, measured as described in Part B of the Service Schedule. They are not a commitment about the speed of any connection to or from a destination on an External Network.

5.13 A reduction in speed or performance caused by an External Network is not a Fault and is not a failure to meet a Guaranteed Minimum Speed. It does not entitle the Partner to service credits, to change a Service under clause 5.6, or to end a Service without ETCs.

5.14 Speed tests carried out using third-party websites or applications, rather than Gigaair’s speed test server described in Part B of the Service Schedule, measure performance across External Networks and can be limited by the test server, the End Customer’s device or its connection to the Network Termination Point. Many may not accurately measure multi-gigabit speeds. These tests do not measure the Guaranteed Minimum Speed.

5.15 Gigaair will use reasonable endeavours to maintain enough capacity on its connections to External Networks for normal use of the Services, and to route traffic efficiently. If the Partner reports a persistent performance problem affecting a particular destination, Gigaair will investigate and, where reasonably practicable, take steps within its control, such as adjusting routing, but does not guarantee to resolve it.

5.16 Where the Partner uses its own IP transit, IP addresses or other upstream connectivity, that connectivity is treated as an External Network and its performance is the Partner’s responsibility.

5.17 The Partner must make sure its contracts and sales materials for End Customers explain that speeds to particular websites and online services can be affected by networks outside the control of the Partner and Gigaair. The Partner must not promise End Customers any speed to or from a destination on an External Network.

6. Surveys, installation, wayleaves and ECCs

6.1 After issuing an Order Confirmation, Gigaair will carry out a Survey where needed.

6.2 The Installation Charges cover Standard Installation only.

6.3 If the Survey shows that works beyond Standard Installation are needed, Gigaair will send the Partner a written ECC quote describing the works and the ECCs. An ECC quote is valid for 30 days.

6.4 Gigaair will not carry out any works that incur ECCs unless the Partner has accepted the ECC quote in writing, which includes acceptance through the Portal.

6.5 If the Partner rejects an ECC quote, or does not accept it within its validity period, the Order will be cancelled at no charge to the Partner.

6.6 Where the accepted ECCs for an Order total £1,000 or less, they will be invoiced on the Service Start Date. Where they total more than £1,000, Gigaair will invoice 50% on acceptance of the ECC quote and the remaining 50% on the Service Start Date. If an Order is cancelled after a payment on acceptance, the Partner will pay only what is due under clause 8.3, and Gigaair will refund any balance.

6.7 If further works are found to be needed after an ECC quote has been accepted, and these could not reasonably have been identified at Survey, clauses 6.3 to 6.5 apply to those further works.

6.8 The Partner must procure that Gigaair and its contractors are given safe and timely access to the Premises for Survey, installation, maintenance, Fault repair and removal of Equipment. Where a Wayleave is needed from a landlord, managing agent or other third party, Gigaair will lead the process and the Partner will use reasonable endeavours to assist, including putting Gigaair in contact with the relevant party and passing on documents promptly. The Partner is not responsible for obtaining the Wayleave itself. If a landlord, managing agent or their advisers ask for a fee for granting a Wayleave, Gigaair will tell the Partner and that fee will be treated as ECCs under clauses 6.3 to 6.5, so the Partner is not liable for it unless it accepts the quote.

6.9 Gigaair does not have to install a Service until all necessary Wayleaves have been obtained. If a necessary Wayleave has not been obtained within 90 days of the Order Confirmation, either party may cancel the Order by notice. Where both parties have used reasonable endeavours, neither party will owe the other anything in respect of that Order.

6.10 Nothing in the Agreement limits Gigaair’s rights under the Electronic Communications Code or its rights and obligations as a statutory undertaker under the New Roads and Street Works Act 1991.

6.11 Installation dates are estimates. Gigaair aims to complete installation within 25 Business Days after the latest of: the Order Confirmation; acceptance of any ECC quote; and all necessary Wayleaves being obtained. The time needed to obtain landlord and other Wayleaves varies and is outside Gigaair’s control.

6.12 If Gigaair has not delivered a Service within 60 days after the date in clause 6.11 for reasons within Gigaair’s control, the Partner may cancel the Order by notice before the Service Start Date and will receive a refund of any Charges paid for that Service.

6.13 If an installation or other appointment is missed or cannot go ahead because of the Partner or the End Customer, including lack of access or the site not being ready, Gigaair may charge an aborted visit fee of £150.

6.14 Equipment remains Gigaair’s property. The Partner must make sure that Equipment is kept safe at the Premises, powered where needed, and not moved, altered or tampered with. The Partner is responsible for loss of or damage to Equipment, except fair wear and tear or damage caused by Gigaair. When a Service ends, the Partner must give Gigaair access to recover the Equipment or return it within 14 days, failing which Gigaair may charge its replacement cost.

7. Charges, invoicing and payment

7.1 Gigaair does not publish a price list. Charges depend on the Premises, the Service and availability, are shown in the Portal before an Order is placed, and are confirmed in the Order Confirmation.

7.2 The Monthly Charges for a Service are fixed for its Minimum Term, except:

(a) for Special Orders, as set out in clause 7.3;

(b) where the Partner upgrades, downgrades or moves the Service under clauses 8.6 to 8.9; or

7.3 Services supplied on the Gigaair Network are ordered through the Portal and their Monthly Charges are fixed for the Minimum Term. Where a Service is supplied wholly or partly using a third-party supplier’s network or services, it will be quoted outside the Portal as a “Special Order”. The quote and Order Confirmation for a Special Order will show the information listed in clause 4.6 and will state that its Monthly Charges may change in line with changes to the third-party supplier’s charges. Gigaair will give the Partner notice of any such change as soon as reasonably practicable after the supplier notifies Gigaair.

7.4 After a Service’s Minimum Term has ended, Gigaair may change its Monthly Charges by giving at least 60 days’ notice. The Partner may end the affected Service without charge by giving notice before the change takes effect.

7.5 Gigaair will invoice:

(a) Monthly Charges monthly in advance, with a pro-rata charge for the part month from the Service Start Date;

(b) Installation Charges on the Service Start Date, unless otherwise agreed in the Order Confirmation;

(d) any other Charges as they arise.

7.6 The Partner must pay each invoice within 30 days of the invoice date, by BACS transfer or direct debit to the account Gigaair specifies.

7.7 Charges do not include VAT. The Partner must pay VAT at the applicable rate.

7.8 The Partner must pay the Charges whether or not its End Customers have paid the Partner.

7.9 If the Partner disputes an invoice in good faith, it must tell Gigaair in writing within 30 days of the invoice date, giving reasons, and pay any undisputed amount by the due date. The parties will resolve the dispute under clause 19. Gigaair will not suspend a Service for non-payment of an amount under genuine dispute.

7.10 Gigaair may charge interest and compensation on late payments under the Late Payment of Commercial Debts (Interest) Act 1998.

7.11 If any undisputed amount is more than 14 days overdue, Gigaair may, after giving at least 7 days’ further notice, refuse new Orders and suspend some or all Services until the amount is paid.

7.12 Gigaair may carry out credit checks on the Partner and may require a reasonable deposit or other security before accepting Orders.

8. Minimum term, cancellation and ending services

8.1 Each Service has a Minimum Term. Minimum Terms vary by Service and package and are shown in the Portal before an Order is placed.

8.2 After its Minimum Term ends, a Service continues month to month until the Partner ends it by giving at least 30 days’ notice, or Gigaair ends it by giving at least 90 days’ notice.

8.3 The Partner may cancel an Order by notice before the Service Start Date. The Partner will pay Gigaair’s reasonable costs incurred up to cancellation, including Survey costs, ECC works carried out and third-party costs already committed, up to a maximum of the Installation Charges plus any accepted ECCs. This clause does not apply to cancellation under clause 6.5, 6.9 or 6.12, which are dealt with in those clauses.

8.4 The Partner may end a Service during its Minimum Term by giving 30 days’ notice. The Partner must then pay Early Termination Charges equal to:

(a) 100% of the Monthly Charges that would have been payable from the date the Service ends to the end of its Minimum Term; plus

(b) where the Service ends within 12 months of its Service Start Date, any Installation Charges or ECCs that Gigaair waived or discounted for that Service.

8.5 ETCs are not payable if a Service ends:

(a) under clause 5.6(b), because a Flex Service has failed to meet its Guaranteed Minimum Speed;

(b) because the Partner terminates for Gigaair’s material breach under clause 17.2;

(d) under clause 16.4, following a materially detrimental change;

(e) under clause 17.3(b), following loss of a Wayleave; or

(f) because Gigaair ends the Service for any other reason that is not the Partner’s breach or non-payment.

8.6 Temporary upgrades. During its Minimum Term, a Flex Service with a Headline Speed of 2Gbps or more may be temporarily upgraded to a higher Flex tier through the Portal, on no more than two occasions. Each temporary upgrade must last at least 1 day and no more than 30 days. For the period of each temporary upgrade, the Partner pays the difference between the Monthly Charges for the higher Flex tier and the original Service, calculated pro rata. At the end of the period the Service returns to its original tier. A temporary upgrade does not change the Minimum Term or any other terms of the Service. Temporary upgrades are not available on other Services.

8.7 Permanent upgrades. The Partner may permanently upgrade a Service to a higher-tier Service available at the Premises at any time through the Portal. The Monthly Charges for the higher-tier Service apply from the upgrade date. A permanent upgrade does not extend or restart the Minimum Term, and no ETCs are payable. Once the Partner has used both temporary upgrades for a Service, any further upgrade during its Minimum Term must be a permanent upgrade.

8.8 Upgrades are subject to availability and capacity at the Premises. If a permanent upgrade needs a site visit or different Equipment, Gigaair will tell the Partner of any charge before the upgrade goes ahead. A downgrade during the Minimum Term is treated as ending the original Service early under clause 8.4, unless Gigaair agrees otherwise.

8.9 If an End Customer moves, the Partner may order a Service at the new Premises. If the Partner orders a Service at the new Premises with equal or higher Monthly Charges and a new Minimum Term within 30 days, Gigaair will waive the ETCs for the original Service. Installation at the new Premises will be charged as quoted.

9. Faults and service levels

9.1 The Partner provides first-line support to its End Customers. Before reporting a Fault, the Partner must check Partner Equipment, power and internal cabling at the Premises.

9.2 The Partner must report Faults through the Portal or, for Faults causing a total loss of Service, by phone on 0330 202 0612 at any time, giving the Service ID, Premises, a description of the Fault, the results of its first-line checks and site contact details. Dark Fibre Faults may also be reported by email under paragraph G5 of the Service Schedule.

9.3 Gigaair will respond to and work to restore Faults within the target times in Part D of the Service Schedule, and will keep the Partner updated through the Portal.

9.4 If Gigaair does not meet a target restoration time, the Partner may claim the service credits set out in Part D of the Service Schedule. Claims must be made within 30 days after the Fault is cleared.

9.5 Service credits are a price adjustment reflecting the reduced value of the Service. They are the Partner’s sole financial remedy for Faults, interruptions to or poor performance of a Service, and for Gigaair not meeting target times. This does not affect the Partner’s rights under clauses 5.6, 15.3 and 17.2.

9.6 Target times and service credits do not apply to Faults or delays caused by:

(a) Partner Equipment, or power, internal cabling or Wi-Fi at the Premises;

(b) the Partner or End Customer, including failure to give access;

(d) a Force Majeure Event;

(e) External Networks; or

(f) a suspension permitted by the Agreement.

9.7 If Gigaair attends a reported Fault and finds no Fault in the Gigaair Network or Equipment, Gigaair may charge a no-fault-found fee of £150.

10. Partner obligations

10.1 The Partner must:

(a) comply with all applicable laws and regulations, including the Ofcom General Conditions of Entitlement as they apply to the Partner;

(b) comply with the AUP, and make sure its End Customers do too;

(d) not interfere with, move or tamper with Equipment or the Gigaair Network, or allow anyone else to do so;

(e) co-operate with Gigaair in responding to lawful requests from law enforcement agencies, Ofcom or other competent authorities; and

(f) hold adequate insurance for its obligations under the Agreement.

10.2 The Partner may only use Gigaair’s name and logo with Gigaair’s prior written consent and in line with any brand guidelines Gigaair provides.

10.3 The Partner will indemnify Gigaair against claims by End Customers or other third parties, and related losses and reasonable costs, arising from:

(a) the Partner’s contracts with, or commitments to, End Customers, except to the extent caused by Gigaair’s breach of the Agreement;

(b) misuse of a Service by the Partner or its End Customers, including breach of the AUP; or

11. Suspension

11.1 Gigaair may suspend all or part of a Service immediately where reasonably necessary:

(a) to comply with the law or a direction from a competent authority;

(b) to protect the security or integrity of the Gigaair Network, for example during a denial-of-service attack;

(d) in an emergency affecting safety.

11.2 Gigaair will give the Partner as much notice of a suspension as is reasonably practicable and will restore the Service as soon as the reason for it has ended.

11.3 Suspension for non-payment is dealt with in clause 7.11.

11.4 Charges continue during a suspension caused by the Partner or its End Customer, but not during a suspension for any other reason.

12. Data protection

12.1 Each party will comply with the Data Protection Legislation.

12.2 The parties expect that each will act as an independent controller of the personal data they share to order, install and support Services and for the purposes of clause 17.6, including End Customer contact details. Each party will share and use that personal data only for those purposes.

12.3 The Partner confirms that it has a lawful basis for sharing End Customer personal data with Gigaair for those purposes, and has given End Customers any privacy information required.

12.4 If Gigaair processes personal data on the Partner’s behalf as a processor, the parties will enter into a data processing agreement that meets the requirements of Article 28 of the UK GDPR.

12.5 Each party will tell the other without undue delay after becoming aware of a personal data breach affecting personal data shared under the Agreement.

13. Confidentiality

13.1 Each party will keep the other party’s Confidential Information confidential and use it only for the purposes of the Agreement. Confidential Information includes the terms of the Agreement, Portal pricing and Quotes, network information and End Customer information.

13.2 A party may disclose Confidential Information to its employees, contractors, professional advisers, funders and actual or prospective investors or acquirers who need to know it and are bound by confidentiality obligations, or where required by law, a regulator or a court.

13.3 This clause does not apply to information that is or becomes public other than through a breach of the Agreement, was already lawfully held by the receiving party, or is independently developed.

13.4 This clause continues for 3 years after the Partner Agreement ends.

14. Liability

14.1 Nothing in the Agreement limits or excludes liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for any liability that cannot be limited or excluded by law.

14.2 Subject to clause 14.1, neither party is liable, whether in contract, tort (including negligence), breach of statutory duty or otherwise, for any loss of profits, revenue, business, contracts or anticipated savings, loss of goodwill, loss or corruption of data, or any indirect or consequential loss.

14.3 Subject to clauses 14.1 and 14.4, each party’s total liability arising under or in connection with the Agreement in each Contract Year is limited to the Charges paid by the Partner in that Contract Year for the Service or Services to which the claim relates.

14.4 The limits in clauses 14.2 and 14.3 do not apply to the Partner’s obligation to pay the Charges, including ECCs and ETCs. The Partner’s total liability under the indemnity in clause 10.3 is limited to 200% of the Charges paid and payable by the Partner in the 12 months before the claim arose.

14.5 Service credits paid count towards Gigaair’s limit in clause 14.3.

14.6 Gigaair is not liable for any loss arising from External Networks or content on them, or from Partner Equipment.

15. Force majeure

15.1 Neither party is liable for any delay or failure to perform its obligations caused by an event beyond its reasonable control (a “Force Majeure Event”). Examples include severe weather, flood, fire and lightning; damage to the network by third parties, vandalism or theft; failure of mains power or third-party networks; epidemic; war, terrorism or civil unrest; acts of government or authorities, including refusal of or delay to permits or road works consents; and industrial action, other than by the affected party’s own workforce. A Force Majeure Event does not excuse the payment of Charges.

15.2 The affected party must tell the other party promptly and use reasonable endeavours to reduce the effects of the Force Majeure Event.

15.3 If a Force Majeure Event prevents a Service from being provided for more than 60 consecutive days, either party may end the affected Service by notice without ETCs.

16. Changes to these Partner Terms

16.1 Gigaair may amend these Partner Terms, the Service Schedule and the AUP from time to time to reflect changes in its business. These include new or changed Services, products and speeds, network technology, operational processes, suppliers, systems and the Portal, and changes in law or regulation.

16.2 Gigaair will publish each amended version on the Portal, showing its version number and effective date, and will notify the Partner by email.

16.3 Changes that are not materially detrimental to the Partner take effect on the date stated in the notice, which will be at least 14 days after the notice is given. These include new Services, clarifications, corrections and improvements.

16.4 If a change is materially detrimental to the Partner, Gigaair will give at least 60 days’ notice. Within 30 days of that notice, the Partner may give notice to end any affected Service, or the Partner Agreement, without ETCs, effective no later than the date the change takes effect. If the Partner does not give notice, the change will apply.

16.5 If a change is needed to comply with law, regulation or a requirement of Ofcom or another competent authority, Gigaair will give as much notice as is reasonably practicable and clause 16.4 will not apply.

16.6 No change under this clause 16 will increase the Monthly Charges of a Service during its Minimum Term, except as permitted by clause 7.2, or reduce the Headline Speed or Guaranteed Minimum Speed of a live Service.

16.7 From their effective date, amended Partner Terms apply to all Orders, including Services already being provided. Previous versions will be available on the Portal or on request.

16.8 Apart from changes made under this clause 16 or clause 7, any change to the Agreement must be agreed in writing and signed by both parties.

17. Term and termination of the Partner Agreement

17.1 The Partner Agreement starts on the date it has been signed by both parties and continues until ended under this clause 17. Either party may end the Partner Agreement by giving at least 6 months’ notice. The Partner Agreement then ends on the later of the end of the notice period and the date the last Service supplied under it ends.

17.2 Either party may end the Partner Agreement, or any affected Service, immediately by notice if the other party:

(a) commits a material breach that cannot be remedied, or that is not remedied within 30 days of notice requiring it to be remedied; or

(b) becomes insolvent, enters administration, liquidation, receivership or a voluntary arrangement with creditors, is subject to any similar process in any jurisdiction, or stops trading.

17.3 Gigaair may end the Partner Agreement or any Service by notice if:

(a) undisputed Charges remain unpaid 30 days after a suspension notice under clause 7.11;

(b) Gigaair loses a Wayleave or other right it needs to provide a Service and cannot reasonably obtain an alternative, in which case only the affected Service ends and no ETCs are payable; or

17.4 Once notice has been given under clause 17.1, no new Orders may be placed. Existing Services continue on the terms of the Agreement until the later of the end of the notice period and the end of their Minimum Term, and then end, unless ended earlier under clause 8.

17.5 When a Service or the Partner Agreement ends:

(a) the Partner must pay all Charges due, including any ETCs payable;

(b) the Partner must give Gigaair access to recover Equipment, or return it, under clause 6.14;

(d) each party must return or destroy the other’s Confidential Information, except where it must keep it by law;

(e) rights and liabilities that have already arisen are not affected; and

(f) clauses 7, 10.3, 12, 13, 14, 17.5, 19 and 20, and any other clause intended to continue, remain in force.

17.6 This clause applies only where:

(a) the Partner becomes insolvent;

(b) the Partner Agreement is terminated for the Partner’s material breach; or

and Gigaair has given the Partner at least 10 Business Days’ written notice of its intention to act under this clause and the Partner has not put the position right in that time.

17.7 In those circumstances, and only where End Customers would otherwise lose their services, Gigaair may contact affected End Customers and offer to continue supplying them, directly or through another partner. Each End Customer decides whether to accept. Gigaair will not use this clause in connection with an ordinary commercial dispute between the parties, or while the Partner Agreement is in good standing.

17.8 The Partner will give reasonable co-operation under clause 17.7, including providing End Customer contact and service details so far as it is permitted to do so. Where an End Customer moves to Gigaair or another partner under clause 17.7, the related Services will end and no ETCs will be payable by the Partner for them. No other compensation or commission is payable to either party.

17.9 Clauses 17.6 to 17.8 reflect Gigaair’s position as the operator of the network the Services run on, and are in addition to any supplier of last resort arrangements operated by Ofcom or the communications industry.

17.10 On request, Gigaair will give reasonable help to migrate Services, at its then-current rates.

18. Notices

18.1 Operational notices, including Orders, Quotes, ECC quotes, Fault reports, maintenance notices, notices to end individual Services under clause 8, and notices under clause 16, may be given through the Portal or by email to the contacts named in the Partner Agreement, as updated through the Portal.

18.2 Notices of breach, of a claim, or to end the Partner Agreement must be sent by email and also by recorded delivery post to the other party’s registered office or the address in the Partner Agreement.

18.3 An email notice is treated as received when sent if sent before 17:00 on a Business Day, and otherwise on the next Business Day, unless the sender receives a delivery failure message. A posted notice is treated as received on the second Business Day after posting.

19. Disputes

19.1 The parties will first try to resolve any dispute through their account contacts. If it is not resolved within 14 days, either party may refer it to a director of each party.

19.2 If the dispute is not resolved within 30 days of first being raised, either party may start court proceedings. Nothing in this clause stops a party seeking urgent relief from a court, including interdict.

20. General

20.1 The Agreement is the entire agreement between the parties about its subject matter. It replaces any earlier partner packs, briefings, templates, proposals or discussions. Each party confirms it has not relied on any statement not set out in the Agreement. Nothing in this clause limits liability for fraud.

20.2 The Partner may not assign, transfer or subcontract its rights or obligations without Gigaair’s prior written consent, which will not be unreasonably withheld. Gigaair may assign the Agreement to a group company or to a buyer of all or substantially all of its business by giving notice, and may use subcontractors, while remaining responsible for them.

20.3 No one other than the parties has any right to enforce any term of the Agreement, whether under the Contract (Third Party Rights) (Scotland) Act 2017 or otherwise.

20.4 Each party will comply with the Bribery Act 2010.

20.5 A failure or delay in exercising a right is not a waiver of it. If any provision is found invalid or unenforceable, the rest of the Agreement remains in force.

20.6 The Partner Agreement may be signed electronically, including through DocuSign, and in counterparts in line with the Legal Writings (Counterparts and Delivery) (Scotland) Act 2015.

20.7 The Agreement and any dispute arising from it, including non-contractual disputes, are governed by the law of Scotland. The Scottish courts have exclusive jurisdiction, except that Gigaair may bring proceedings for unpaid Charges in any court with jurisdiction.

Schedule 1 – Service Schedule

Gigaair’s range of Services and speed tiers changes as new products and services are added. The Services, speed tiers and pricing currently available at each Premises are shown in the Portal. Gigaair does not publish a price list. Portal pricing may change at any time for new Orders; Charges for accepted Orders are governed by clause 7. This Service Schedule may be updated under clause 16.

Part A – Services

A1. Standard Services

Service	Access technology	Speeds	Notes
Fibre Broadband (FTTP)	Fibre to the premises (XGS-PON)	Tiers from 150Mbps to 10Gbps	Tiers available at each Premises are shown in the Portal.
Wireless Broadband	Fixed wireless	Tiers from 150Mbps to 2Gbps download, with upload up to 1Gbps	Subject to line of sight and Survey.
Landline Plus	Voice service delivered over a broadband Service	Not applicable	Landline replacement. Add-on to Fibre Broadband or Wireless Broadband only (not Flex), using the Gigaair router. See Part F.
Dark Fibre	Two unlit fibre strands between two on-net Premises	Not applicable	Unlit; Partner or End Customer supplies all equipment. See Part G.
Static IP addresses	Add-on to a Service	Not applicable	Available with eligible Services.

Standard Services have no Guaranteed Minimum Speed (see clause 5.3).

A2. Flex Services

Service	Headline Speed	Guaranteed Minimum Speed	Access technology
1Gb Flex	1Gbps	900Mbps	Fibre or wireless
2Gb Flex	2Gbps	1.5Gbps (1,500Mbps)	Fibre or wireless
5Gb Flex	5Gbps	2.5Gbps	Fibre or wireless
10Gb Flex	10Gbps	5Gbps	Fibre or wireless

All Flex Services are symmetrical: the Headline Speed and Guaranteed Minimum Speed apply to both download and upload. Whether a Flex Service is delivered over fibre or wireless depends on availability at the Premises.

Part B – Measuring the Guaranteed Minimum Speed

B1 The Guaranteed Minimum Speed is measured as throughput across the Gigaair Network, between the Network Termination Point and Gigaair’s core network at its point of presence, using a device connected by wired Ethernet to the Network Termination Point and Gigaair’s speed test server at speedtest.gigaair.co.uk.

B2 Measurements exclude the effect of Wi-Fi, Partner Equipment, the End Customer’s internal network, External Networks, planned maintenance, and Force Majeure Events.

B3 A failure to meet the Guaranteed Minimum Speed is confirmed when the average of at least 3 tests, carried out on at least 2 separate days, is below the Guaranteed Minimum Speed.

B4 The Partner may run tests against speedtest.gigaair.co.uk in line with paragraph B1, or ask Gigaair to run tests through the Portal. Gigaair will share its test results with the Partner.

Part C – Standard Installation

Included in the Installation Charges:

A desktop survey. A physical survey before the installation date is not normally included for Fibre Broadband or Wireless Broadband, but Gigaair may carry one out where it considers it necessary
A single hand-off at the Premises: an ONU or Ethernet PoE injector for Fibre Broadband and Wireless Broadband, or a router, switch or other routed endpoint chosen by Gigaair for Flex Services
Internal cabling along existing routes: up to 15 metres for fibre Services and up to 100 metres for wireless Services
Standard mounting of Equipment, including for wireless Services a wall or roof bracket up to 3 metres high
Installation of the hand-off Equipment
Testing and commissioning

Not included, and may incur ECCs:

New ducting, civil works or trenching
Internal cabling beyond the included length
Building works or core drilling
Traffic management and road works permits
Access equipment such as scaffolding or powered access platforms
Masts or poles
Works required by a landlord or by Wayleave conditions
Out-of-hours work requested by the Partner

Part D – Service levels and service credits

Service level	Applies to	Response target	Fix target	Service credit
Next Business Day (NBD)	Fibre Broadband, Wireless Broadband and Landline Plus	1 hour, during Business Hours	Target to restore by the end of the next Business Day after the Fault is logged. This is a target, not a guaranteed fix time.	None
6 Hour	Flex Services	1 hour, 24/7	Restore within 6 hours of the Fault being logged, 24/7	5% of the Monthly Charges for each 8 hours, or part of 8 hours, beyond the fix target
6 Hour	Dark Fibre	1 hour, 24/7	Restore within 6 hours of the Fault being logged, 24/7	As set out in Part G

Response and fix targets apply to Faults that cause a total loss of Service, and are measured from when the Fault is logged through the Portal, by phone or, for Dark Fibre, by email. Gigaair will also respond to other Faults within the response target and work to fix them promptly, but fix targets and service credits do not apply to them. Issues with a Flex Service’s Guaranteed Minimum Speed are dealt with under clauses 5.5 and 5.6.

“Business Hours” means 09:00 to 18:00 on Business Days. Faults can be logged through the Portal at any time, and Faults causing a total loss of Service can be reported by phone 24/7. Service credits for a Service are capped at 50% of its Monthly Charges in any month.

Part E – Minimum Terms

Available Minimum Terms are 12, 24 and 36 months, depending on the Service and package. The Minimum Term for each Service is shown in the Portal before ordering and confirmed in the Order Confirmation. ETCs are calculated under clause 8.4. After the Minimum Term, Services continue month to month under clause 8.2.

Part F – Landline Plus

F1 Landline Plus is a voice service that replaces a traditional landline. It is available only as an add-on to a Fibre Broadband or Wireless Broadband Service, and only where the End Customer uses the router supplied by Gigaair. It is not available on Flex Services or Dark Fibre.

F2 If the Gigaair router is replaced, bypassed or reconfigured by anyone other than Gigaair, Landline Plus may stop working and Gigaair is not responsible. If the broadband Service that Landline Plus relies on ends, Landline Plus ends at the same time.

F3 Emergency calls. Landline Plus supports calls to 999 and 112. It depends on the broadband Service, the Gigaair router and mains power at the Premises. Unless a backup power solution is in place, emergency calls will not work during a power cut or while the broadband Service is not working. Gigaair does not supply backup power equipment; where it is needed, providing it is the Partner’s responsibility under paragraph F4(c).

F4 The Partner must:

(a) register, and keep up to date, the correct installation address for each Landline Plus line so that emergency services can locate callers;

(b) tell End Customers clearly, before they buy and when the service starts, about the limits described in paragraph F3;

(c) identify End Customers who are at particular risk if they lose their landline in a power cut, such as those who rely on it because they have no mobile signal or use telecare, and make sure they have a solution that lets them call emergency services for at least one hour during a power cut, in line with Ofcom’s General Conditions and guidance; and

(d) before moving an End Customer to Landline Plus, check whether they use telecare, personal alarms or other devices connected to their landline, and tell Gigaair about any telecare users.

F5 Gigaair does not guarantee that Landline Plus will work with telecare or personal alarms, security or fire alarms, lift lines, fax machines, franking machines or card payment terminals.

F6 Numbers. Telephone numbers are allocated to Gigaair or its voice network provider and do not belong to the Partner or End Customer, but they can be ported. Gigaair will support porting numbers in and out in line with the Ofcom General Conditions. The Partner handles porting requests from its End Customers and must give Gigaair accurate information for each request.

F7 Call charges. Calls not included in the Landline Plus package are charged at the rates shown in the Portal and invoiced monthly in arrears. The Partner is responsible for all call charges on its lines, including fraudulent or unauthorised calls, unless caused by Gigaair’s failure. Gigaair may set spending limits, bar premium-rate or international calls, or suspend Landline Plus where it reasonably suspects fraud, and will tell the Partner promptly.

F8 Subject to clause 14.1, Gigaair is not liable for any failure to connect an emergency call caused by a power cut, a loss of the broadband Service not caused by Gigaair, the use of equipment other than the Gigaair router, or incorrect address information given by the Partner.

Part G – Dark Fibre

G1 Dark Fibre provides two strands of single-mode fibre between two Premises on the Gigaair Network (for example, one site in Glasgow to another), terminated in a fibre tray at each end with LC/APC connectors.

G2 Dark Fibre is unlit. The Partner or End Customer supplies, installs, powers and maintains all equipment used to light and use the fibre, including optics. Gigaair supplies no active equipment and makes no commitment on speed, capacity or throughput. Clauses 5.2 to 5.6 and Part B do not apply to Dark Fibre.

G3 The End Customer may use Dark Fibre as it wishes for any lawful purpose, but must only connect equipment that meets applicable safety standards for laser products, and must not do anything that damages the fibre or other parts of the Gigaair Network.

G4 For Dark Fibre, a Fault means a break in either fibre strand, or an increase in optical loss on either strand that is significant compared with the baseline recorded in Gigaair’s handover test results for that strand, taking into account the length of the route, where caused by the Gigaair Network. Faults in Partner Equipment or End Customer equipment, including optics and patch leads, are not Faults.

G5 Dark Fibre Faults must be logged through the Portal or by email to the Gigaair service desk at service@gigaair.co.uk. Gigaair’s target is to restore a Dark Fibre Fault within 6 hours of it being logged, 24 hours a day, 7 days a week. Restoration may be by temporary repair or rerouting, with any permanent repair carried out later as planned maintenance under clause 5.9.

G6 If Gigaair does not meet the 6-hour restoration target, the Partner may claim a service credit, under clause 9.4, equal to the daily charge for the affected Dark Fibre (its Monthly Charges divided by the number of days in that month) for each day or part day that the Fault remains unrestored after the target.

G7 Gigaair may reroute a Dark Fibre path for maintenance, network changes or third-party works, which may change the length and optical loss of the fibre. Gigaair will give notice under clause 5.9, except in an emergency, and will tell the Partner in advance if a planned reroute is expected to increase optical loss materially. After a permanent reroute, Gigaair will re-test the fibre and the new results will become the baseline for paragraph G4.

G8 Dark Fibre does not include diverse or resilient routing unless stated in the Order.

G9 Gigaair records optical loss and OTDR test results for each strand at handover and keeps them on file. The Partner may request a copy at any time.