Customer and NextGen Solutions Limited, (“Provider”) enter into an agreement, (the “Agreement”) as
1. Provider shall make reasonable efforts to furnish to Customer the services and/or equipment
described in the elected “Service Plan” which is incorporated herein by reference and made a part
hereof for all purposes. The phrases, “Commencement Date”, “Monthly Rate”, and “Service Plans”, shall
have the meanings ascribed to them in the “Service Plan”. Customer shall make reasonable efforts to
furnish Provider with access and adequate space and location to install and maintain services and/or
equipment referenced in this Agreement and Service Plan.
2. General Obligations:
2.1 Customer agrees to provide Provider with accurate, complete and current information at the time
Customer executes this Agreement, including Customer’s legal name (or business name), address,
telephone number(s), e-mail address(s), and payment data at the time Customer subscribes to
Provider’s Internet Service. After Customer’s execution of this Agreement and attached Service Plan
and Customer’s initial connection to the Internet, Customer agrees that prior to making any changes to
Customer’s Premises Equipment used to connect to Provider’s Service, Customer agrees to contact
Provider and obtain Provider’s approval prior to Customer making any changes. Customer’s failure to
provide accurate information regarding Customer’s Premises Equipment changes will constitute a
breach of this Agreement and may result in Provider terminating service to Customer.
2.2. Customer agrees that the Internet service provided under this Agreement is personal to and specific
to Customer at Customer’s registered address and premises as shown above and on the attached
Service Plan. Customer agrees that it will be a violation of this Agreement to allow Provider’s Internet
Service to be transmitted, or otherwise provided in any way, to any other person, Internet user, entity
or business that is located separate from, off, or outside Customer’s address and/or premises. In event
Customer violates the herein referenced terms of this Agreement, Customer agrees that Provider will
have the right to immediately terminate this Agreement and discontinue service to Customer.
3. Service and Performance:
SERVICE WILL BE UNINTERRUPTED, OR ERROR FREE. Neither Provider, nor its agents, contractors,
employees, manager(s), or members (collectively referred to hereafter as “Provider’s Group”), will be
responsible for, and Customer waives and relinquishes any claim against Provider’s Group for any
damage, loss, cost or other expense, whether direct, indirect, consequential or incidental, that Customer
or any third party may suffer which is related to, or results from Customer’s use of the Service. This
includes, but is not limited to, loss of data or business resulting from delays, non-delivery, mis-delivery,
or interruptions as a result of Provider’s or Customer’s (in)actions. CUSTOMER EXPRESSLY ASSUMES ALL
RISKS ASSOCIATED WITH CUSTOMER’S USE OF THE SERVICE, including but not limited to those that
might occur from the introduction into Customer’s computer(s) of viruses, worms, Trojan Horses, or
from unauthorized entry or entries into Customer’s computer(s) or any other problem, which result
from use of, or occur through the Service. Customer agrees to defend, indemnify and hold harmless, to
the extent permitted by law, Provider’s Group from any damage, loss, cost or expense that may occur to
Customer or any third party as a result of the use of the Service. Customer agrees to defend, indemnify
and hold Provider’s Group harmless from any and all liabilities, costs, judgements and expenses,
including reasonable attorney’s fees, related to or arising from: (a) any violation of this Agreement by
Customer, or by a third party or parties accessing the Service through Customer; (b) use of the Service or
the Internet or the placement or transmission of any message, information, software or other materials
on the Internet by Customer, or by a third party or parties accessing the Service through Customer: (c)
negligent acts or omissions of Customer’s officers, employees, agents or contractors in connection with
the construction, installation, maintenance, presence, use or removal of systems, channels or terminal
equipment or software, (whether or not furnished by Provider), which are connected or are to be
connected to the Service; and (d) claims for infringement of patents arising from Customer’s use or use
by a third party or parties accessing the Service through Customer, of equipment and software,
apparatus and systems, (whether or not furnished by Provider), in connection with the Service.
4. No Liability for Content:
Customer acknowledges that Provider exercises no control over the form, content or nature of data,
images, information, material or any thing of whatever nature passing through the connection,
(hereafter collectively referred to as “Data”) between Customer and Provider or obtained from any Data
base maintained by Provider or others, except as may occur pursuant to the provisions of this Section or
Section 5 of this Agreement. Customer assumes the entire risk that may arise from the use or
transmission from, through or to itself of any Data, WHICH MAY INCLUDE SEXUALLY EXPLICIT MATERIAL
OR MATERIAL OFFENSIVE TO SOME PERSONS. Provider shall have no duty or obligation to advise
Customer of any risk that may arise from the availability, use, possession or transmission of Data or
provide any information relating thereto, even if at any time Provider should attempt to do so. Should
Provider, become aware of Data which, it, in its sole discretion, deems to be in violation of this
Agreement, unacceptable or undesirable, it may remove or refuse to post the Data. Provider’s liability
for any allegedly defective service provided under this Agreement shall not exceed the monthly Service
Fee or portion thereof paid by Customer to Provider. The Service provided to Customer shall be
considered to have been accepted unless Customer shall provide written notice detailing the portion or
portions of the Service alleged to be defective or inadequate to Provider no later than two (2) months
after the day the allegedly defective or inadequate services were furnished by Provider.
5. Lawful Use:
All use of Provider’s services must be for lawful purposes and in accordance with the Appropriate Use
Policy of any network accessed through Provider. Customer shall neither use, nor permit use of
Provider’s services in violation of any applicable federal, state or local statute, law, ordinance, regulation
or rule, all of which are hereafter collectively referred to as “Governmental Rule”. Customer agrees that
Provider has the right to do electronic monitoring and disclose information where required to do so by
any Governmental Rule, or to facilitate operation of the system or to safeguard itself or other
customers. Should use of the Service by Customer or by a third party or parties accessing the Service
through Customer, cause Provider’s Internet Source to advise Provider that it will terminate or restrict
Provider’s connectivity to the Internet, unless some specified action is taken, Provider may, by giving the
lesser of fifteen (15) days advance notice to Customer or the time period specified by Provider’s Internet
source, may temporarily suspend the Service, or some part thereof, limit or prevent use of the Service
by a particular person, group or entity, and/or terminate this Agreement. No reduction in the Service
Fee will be made if the Service or a part thereof is suspended or if a particular person, group or entity is
not permitted to use the Service as provided in the previous sentence. If Provider elects to terminate
the Service as permitted in this paragraph, Customer shall be entitled to a refund of 50% of the unused
portion of any Services fees paid in advance and installments not yet due shall be canceled.
6. Notices.
Notices or other communications required or permitted to be given pursuant to this Agreement shall be
in writing and shall be considered as properly given if delivered personally, sent by messenger and
receipted, sent by facsimile transmission or mailed by certified mail, return receipt requested, postage
prepaid, and addressed to customers mailing address as listed in NextGen Solutions Limited’s billing
NextGen Solutions Limited
Shop #4 G. Reid’s Plaza
Main Street Albert Town
Trelawny, Jamaica.
Support/Service: (876) 783-8941 / support@nextgenjamaica.com
A party may change the address or phone numbers set out above for purposes of notice under this
contract by giving written notice to the other party or parties hereto of such change in the same
manner as is provided above.
7. Default:
Default under this Agreement is a failure to comply with a material term or condition hereof. In the
event of a default, the non-defaulting party may give the other party written notice specifying the
default and the defaulting party shall have ten (10) days thereafter in which to cure same. If the default
is by Customer, and not timely cured, Provider may; (i), terminate service to Customer and retain all
prepaid amounts, or (ii) interrupt the Service until the default is cured with no refund of any prepaid
amounts. In addition, Provider may also declare due and demand immediate payment of, any
installments remaining unpaid, with interest thereon at the rate of (18%) per annum from the date of
default in payment thereof until fully and finally paid, along with reasonable attorney’s fees, court costs
or other expenses it may incur in enforcing this Agreement. If this Agreement is terminated by mutual
agreement or, if Provider fails to cure a noticed default, Customer may terminate this Agreement and as
its sole and exclusive remedy, shall receive a portion of any prepaid Service Fee, pro-rated for half
months remaining in the current Service Period, less any amounts which Customer may otherwise owe
to Provider. Failure to declare any default immediately upon occurrence, or a delay in taking any action
in connection therewith, shall not waive such default nor any legal right or privilege to take action at any
time thereafter. Termination of service by Provider does not relieve Customer of existing debts.
8. Laws:
This agreement shall be subject to and governed under the laws Jamaica. Any and all obligations and
payments are due and performable and payable in Albert Town, Trelawny. The parties agree that
jurisdiction and venue for purpose of any and all lawsuits, causes of action, arbitration, or other disputes
shall be at the Ulster Spring Courthouse in Ulster Spring, Trelawny.
9. Force Majeure:
Neither party shall be liable or responsible to the other party for any delay, damage, loss, failure or
inability to perform caused by “force majeure”. The term “force majeure,” as used in this Agreement,
shall include the following: an act of God, strike, act of a public enemy, war, mines or other items of
ordinance, blockage, public rioting, lightning, fire, storm, hurricane, flood, explosions, inability to obtain
materials, supplies, labor permits, servitude, or rights of way, acts or restraints of any governmental
authority, epidemics, landslides, lightning storms, earthquakes, washouts, arrests, restraints of rulers
and people, civil disturbances, explosions, breakage or accident to machinery or lines of equipment,
temporary failure of equipment, freezing of equipment, and any other cause, whether of the kinds
specifically enumerated above or otherwise, which is not reasonably within the control of the parties
and which by the exercise of due diligence could not reasonably be prevented or overcome. Events
reasonably within the control of the party having the difficulty shall not constitute “force majeure” and
shall be remedied with the exercise of due diligence. This paragraph does not apply to payments due
under this Agreement.
10. Payment:
Payment is due net-15 days from invoice date. If Customer elects to pay by credit card payment is due
on the first day of each billing cycle. Should Customer fail to pay within such terms as set forth herein
Provider shall have the right to temporarily suspend service until such time as Customer account is
brought within terms. Customer agrees to pay a $2500 (JMD) reconnection/reinstatement charge for
each occurrence in which Provider has restored service after suspending service for non-payment.
Customer agrees to pay a $1000 (JMD) per incident service charge for any check, credit card or other
monetary instrument presented to Provider for payment that fails to clear Customer financial
institution. Customer agrees that Provider may use all legal remedies available to report and collect
obligations due Provider under this Agreement and Customer agrees to pay Provider all reasonable costs
for such collection service such as, but not limited to: collection agencies, court costs and attorney fees.
11. Service Plans:
Customer agrees that Provider has multiple service plans and in any given billing period Customer actual
usage may exceed the service plan initially selected by Customer in this Agreement due to additional
services being ordered by Customer and/or use of services which exceed the initially selected service
plan. Provider shall invoice Customer based on the actual services used for any given billing cycle. Each
service plan is a month to month term.
12. Equipment:
In event Customer utilizes equipment supplied by Provider, the equipment will remain the property of
Provider. Customer will use reasonable care to avoid damaging the equipment and Customer will not
move, relocate, alter, sell, lease, assign, encumber or otherwise tamper with any equipment owned by
Provider. In event any of the equipment is not returned in good condition immediately upon
termination of Customer’s Internet service, Customer will be charged, and Customer agrees to pay the
sum of $30,000 for replacement of any of the equipment.
13.1 Provider’s Internet Service is for Customer’s personal use and is to be used only by Customer,
Customer’s employees, and/or members of Customer’s immediate family residing with Customer or
working for Customer (“Authorized Users”) at the address where service is authorized and configured by
Provider consistent with the Service Plan of this Agreement. Customer will at all times, until terminated,
remain responsible for all use of Provider’s Internet Service delivered under Customer’s account.
Customer agrees not to resell, redistribute, network, assign, transfer or sublicense Customer’s access to
Provider’s Internet Service in any manner. Customer agrees not to use Provider’s Internet Service to
operate as an Internet Service Provider (“ISP”) or to operate any other business enterprise in
competition with Provider’s Internet Service, including Customer agreeing not to use Provider’s Internet
Service for any type of business or commercial enterprise, including (but not limited to) the provision of
Internet access to others or provision of a server site for FTP, Telnet, RLOGIN, electronic mail, web
hosting or other comparable applications. Customer agrees that Customer’s violation of this Section
shall authorize Provider, in its sole discretion, to immediately disconnect Provider’s Internet Service to
Customer and terminate this Agreement without notice.
13.2 Customer may, at Customer’s discretion, permit an Authorized User under 18 years of age to use
Provider’s Internet Service upon Customer herein acknowledging and agreeing that Customer, at all
times, will provide adult supervision of any and all under age user and remain fully responsible for the
action of any under age user. Customer further acknowledges that Provider’s Internet Service provides
full access to the Internet without restriction. Provider’s Internet Service is not intended to be used to
enable persons under 18 years of age to obtain material that is prohibited by law to be sent or
displayed, including material deemed to be indecent or obscene.
13.3. Provider will provide Customer with an IP address/es. Customer agrees not to alter, modify or
tamper with the IP address or those of any person subscribing to Provider’s Internet Service. Unless
otherwise arranged with Customer, Provider will retain the right of any and all IP addresses upon
Customer disconnection, discontinuance or termination of service.
13.4. Any conduct by Customer that, in Provider’s sole discretion, inhibits or restricts any other
customer, person or entity from using or enjoying Provider’s Internet Service shall entitle Provider to
immediately disconnect Provider’s Internet Service to Customer and terminate this Agreement without
notice. Customer agrees to use Provider’s Internet Service only for lawful purposes. Customer may not
use, or allow others to use, Customer’s Provider’s Internet Service account, either directly or indirectly,
(1) post, transmit, promote, or facilitate the distribution of any unlawful or illegal material, including but
not limited to, material that would constitute or encourage copyright or trademark infringement, a
criminal offense, give rise to civil liability or otherwise violate any applicable local, state, national or
international law;
(2) post, transmit, promote, or facilitate the distribution of any unsolicited advertising (including but not
limited to mass or bulk e-mails), promotional materials or other forms of solicitation to other individuals
or entities;
(3) unlawfully access other computers or services, or to cause a disruption of service to other on-line
(4) cause disruption to Provider’s backbone network, nodes, or services; or
(5) establish a web page or site on Customer’s computer.
14. Termination:
This Agreement, the license provided herein, and Customer’s right to use Provider’s Internet Service
may be terminated by Provider at any time for violations of provisions contained in this Agreement, and
most specifically, if Customer violates any of the terms of Section 13 of this Agreement. Customer may
terminate this Agreement at any time upon providing a 30 day written notice to Provider and upon
return of Provider’s equipment and related connecting cables to Provider. Customer’s bill will be pro
rated for any prepaid service which may offset any outstanding Customer balance.
15. This agreement shall be binding upon and inure to the benefit of the parties, their respective heirs,
executors, administrators, legal representatives, successors and assigns, except that it may not be
assigned by Customer
16. This document and the Customer’s current monthly service plan constitute the entire agreement
between Provider and Customer. This agreement may not be modified except in writing and when
signed by duly authorized representatives of Provider and Customer. In the event Customer issues a
purchase order, memorandum, specifications or other instrument covering the services provided, such
purchase order, memorandum, specifications, or instrument is for Customer’s internal purposes only,
and any and all terms and conditions contained therein, whether printed or written, shall not be of any
force or effect as between the parties to this Agreement. All parties hereby acknowledge that they have
read and understood this Agreement and any attachments and exhibits thereto. This agreement is
effective as of the Commencement Date, and remains in effect until terminated pursuant to its terms.