TELECOMMUNICATIONS WAYLEAVE AGREEMENT FOR BALTIC BROADBAND LIMITED

Notice:

This is an agreement under the Electronic Communications Code (the “Code”) set out in Schedule 3A of the Communications Act 2003 (as amended by Schedule 1 of the Digital Economy Act 2017).

Under the Code Baltic Broadband, under Ofcom’s licence, enjoys statutory rights for e.g. the installation of its apparatus. This agreement reflects these rights but will continue to apply if one or more of the statutory rights cease to apply.

Further information about the Code is set out on page 2 of this agreement.
Please keep this agreement with your title deeds.

This agreement may be executed in the original or as an electronic/scanned version, and counterpart versions if necessary.


This agreement is between you,

and us, Baltic Broadband Limited (Company No. 10868537), whose registered office is 15 Gibraltar Row, King Edward Industrial Estate, Liverpool, United Kingdom, L3 7HJ.

The term ‘you’ includes your successors in title and any others who are bound by this agreement under the terms of the Code and the term ‘us’ includes our contractors and anyone who takes over our business. Your signatory below confirms that (s)he is authorised to sign this agreement on behalf of the occupier of the property described below.

This agreement relates to the following property:

(the “Property”)

and to the installation of communications apparatus including but not limited to racks, switches and cabling (which may be indicated or described in an attached proposal or plan).

Describe your relationship to the installation property and the capacity in which you have the authority to sign this agreement

The terms of our agreement are as set out below.

Our rights

We have the right to:

Install (and keep installed) our apparatus on, under, through or over your Property including in existing ducts.

Inspect, operate, repair, adjust, alter, upgrade and maintain our apparatus, and connect it to a power supply.
Remove our apparatus.
Cut (or require the cutting back of) any vegetation that will or may interfere with our apparatus.

We may also share our apparatus with another provider that is also a code operator and carry out works to let that sharing take place. We may only upgrade or share our apparatus and use any rights we have associated with this, if the changes to our apparatus from upgrading or sharing i) have no more than a minimal effect on the appearance of the apparatus and ii) do not cause you additional loss, damage or expense, or have an adverse effect on your enjoyment to your Property.

We may come onto your Property to do any of these things and may bring vehicles and machinery. Whenever possible we will arrange access through the building manager.

These rights continue until this agreement is ended, as set out in Clause 6 (“Ending this agreement”) below.

Our responsibilities

We may perform works as required to exercise our rights but will cause as little damage to your Property as possible and will repair any damage we cause to your reasonable satisfaction.

If someone brings a claim against you for loss or damage arising from our actions we will compensate (indemnify) you in respect of that claim i) provided that you did not cause or ii) except to the extent that you contributed to the claim, and also provided that in each case you tell us about it as soon as possible and that you do not admit liability or make any payment without our prior written consent.

Our liability to you under this wayleave is limited to the sum of £1,000,000 but this does not affect our liability for death or personal injury caused by our negligence. We will only be responsible for losses that result directly from our actions, neglect or default.
We will comply with our statutory obligations in relation to health and safety and exercise our rights in accordance with the legislation that applies to our business.

Your responsibilities

You must not build or place anything on your Property that makes it more difficult for us to access our apparatus. Also, you must not plant anything that might interfere with the apparatus unless required to do so by planning law.

You must not interfere with or access our apparatus or in any way damage it or allow anyone under your control to do so. You confirm that any information provided to us by you in connection with the installation of the apparatus is or will be materially correct.

When signing this agreement your signatory warrants that he/she has the required authority to sign for and on behalf of you and that you are able to grant the rights contained herein.

You agree to allow us access to the site in order to market our business and services. This can include raising awareness of our services and providing information to the residents on the services and products we offer (including health and safety information) as well as poster displays and leafleting.

Moving our apparatus

You may serve us with notice requiring us to relocate our apparatus as necessary to enable you to carry out a proposed improvement to the Property. Provided we have the necessary rights and that such alteration will not interfere with our provision of services (either because we are easily able to provide service from the altered location or because the Property has been vacated and there is no likelihood of us providing services there in the future) and that you pay our reasonable direct costs of relocating, we agree to relocate promptly as required by the notice. If we do not relocate as required, we will compensate you in respect of any direct losses you incur, provided that you take reasonable steps to minimise such loss.

Who owns apparatus

Our apparatus belongs to us at all times. You will have a right to use the apparatus to receive our services only if you have a valid service agreement with us.

Ending this agreement

You can end this agreement by giving us at least 12 months’ written notice if one or more of the following occur (setting out sufficient details in the notice):

i) that the agreement ought to come to an end as a result of substantial breaches of our obligations under this agreement and either the breaches cannot be remedied or we have failed to remedy them within a reasonable period after being notified;

ii) you intend to redevelop all or part of the Property, or any neighbouring land, and cannot reasonably do so, unless this agreement ends;

iii) the continuation of the agreement will cause prejudice to you and (a) the prejudice caused to you by the continuation of this agreement cannot be adequately compensated by money and (b) the public benefit likely to result from continuing this agreement does not outweigh the prejudice to you.

This agreement will also come to an end if we remove our apparatus from the Property and there is no likelihood of us providing services there in the future.

Transferring this agreement

We may transfer this agreement to another entity which has had the Code applied to it (a “Transferee”). The Transferee will be bound by this agreement from the date of transfer and we will not be liable for any breach of this agreement which happens on or after that date, if, before the breach, you were given written notice of the Transferee’s name and of its address for sending notices.

Severance

If any provision or part-provision of this agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this agreement.

If any provision or part-provision of this agreement is deemed deleted under this Clause 8 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.


Notices

We will send notices to your address shown on page 1 of this agreement. You must send notices to our registered office address. The process for sending notices is set out in the Code.

Notes (these notes do not form part of our agreement)

The Code is set out in Schedule 3A of the Communications Act 2003, as amended and sets out our rights and responsibilities when we put apparatus on private property.

Part 2 of the Code sets out the requirements for the agreement between us to install our apparatus.

Part 15 of the Code sets out the procedure for notices (the form of which may be prescribed by Ofcom).