Mobile Terms and Conditions
The Customer’s attention is particularly drawn to the provisions of clause 14.1.Interpretation
1.1 Definitions. In these Conditions, the following definitions apply:
Airtime: wireless airtime and network capacity procured by the Supplier from the Network Operator.
Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
Call Charges: charges payable by the Customer for accessing the Services, calculated by charging a rate per unit of usage for the element of the Services used.
Charges: periodic and other charges and fees including but not limited to Call Charges, Line Rental Charges, connection charges, Equipment prices, Software Licence fees, Minimum Spend Re-claim and all other charges payable by the Customer under these Conditions or for using the Services.
Commencement Date: means the date of the Supplier’s acceptance of the Order pursuant to clause 2.3, provided that if the Customer shall make any further orders for Services or Equipment after the Commencement Date the commencement date shall, in relation to those Services or Equipment, be the date that is the later of the date of the dispatch of Equipment or the time the Services are activated.
Conditions: these terms and conditions as amended from time to time in accordance with clause 11 and clause 16.11.
Contract: the contract between the Supplier and the Customer for the supply of Equipment and/or Services in accordance with these Conditions.
Customer: the person or firm who purchases the Equipment and/or Services from the Supplier.
Customer Equipment: any equipment or materials used by the Customer to access the Services not supplied by the Supplier to the Customer.
Force Majeure Event: has the meaning given to it in clause 15.
GPRS Bearer: the general packet radio service provided by the Network Operator that forms part of the Airtime.
Equipment: any mobile phone or other material (with the exception of a SIM Card) supplied to the Customer by the Supplier.
GSM Gateway: a device that transfers a fixed line call to a radio network via a SIM Card and radio channel resulting in a mobile to mobile call rate rather than a fixed line to mobile call rate.
Intellectual Property Rights: patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
Line Rental Charges: monthly or periodic charges payable by the Customer to access the Services.
Minimum Spend Re-claim: where a Minimum Spend Requirement is specified in the Order the Minimum Spend Re-claim shall be calculated as the greater of:
(a) Minimum Spend Requirement ÷ number of months of Minimum Term x number of months left in Minimum Term from the date of termination; or
(b) Minimum Spend Requirement – Overall Spend.
Reference to a month in this definition shall be to a calendar month or part thereof.
Minimum Spend Requirement: the amount specified in the Order for a particular Service (where applicable).
Minimum Term: shall mean the term specified in the Order, or if no term is so specified, shall have the meaning given in clause 10.1.
Mobile Web: full colour internet and email access via a Mobile Device.
Mobile Device: a mobile telephone incorporating a SIM Card.
Network: the third party Mobile Device digital network over which the Services are provided.
Network Operator: means the operator of the Network to which a SIM Card is connected.
Order: the Customer’s order for the supply of Equipment and/or Services, as set out in the mobile connection schedule of the agreement form containing details of the Customer’s purchase order.
Overall Spend: where a Minimum Spend Requirement is specified in the Order, the aggregate Charges incurred and paid by the Customer to the Supplier during the Minimum Term for the Service to which the Minimum Spend Requirement relates but excluding any charges relating to Equipment.
Port: transfer of a mobile telephone number connected to a Network from that Network to another Network operated by a different Network Operator.
Roaming Policies: the Supplier’s roaming policies in force from time to time as notified to the Customer in writing.
RRP Line Rental Charges: the recommended retail prices in respect of the Line Rental Charges stated in the Order.
Services: any service including but not limited to: provision of Airtime; Equipment; GPRS Bearer; Mobile Web; SMS; SMS Land to Mobile Text Messaging Service; location based services and any wireless services, supplied by the Supplier to the Customer in accordance with these Conditions and as set out in the Order.
SIM Card: a subscriber identity module supplied by the Network Operator containing data enabling use of Equipment on the Network.
SMS: short messaging service enabling text messages to be sent to and from Mobile Devices.
SMS Land to Mobile Text Messaging Service: SMS for text messages to be sent to SIM Cards via a software application in conjunction with a private or virtual private circuit linking the Customer’s wireless private or virtual private data network with wireless services.
Subsidy: an amount equal to the total aggregate value of the following:
(a) any cashback given to the Customer by the Supplier; (b) an amount equal to any Equipment fund provided to the Customer by the Supplier; and (c) an amount equal to the difference between the cost of any subsidised Equipment provided to the Customer by the Supplier and the actual cost incurred by the Supplier in the supply of such Equipment to the Customer.
Supplier: Abzorb Systems Limited registered in England and Wales with company number 04058821.
Supplier’s Tariffs: the Supplier’s charges for Services and Equipment as notified to the Customer by the Supplier from time to time provided that in the event a tariff is no longer included in the Supplier’s current tariff list the charges in respect of that tariff will be the charges that were specified in the tariff list immediately before the tariff was removed.
Suspension Lifting Fee: the Supplier’s charges for lifting any suspended Services from time to time as set out in the Supplier’s Tariffs.
Software: computer programs, software packages or modules or any part of the same that are supplied by licensors or the Supplier.
Software Licence: licencing terms and conditions setting out obligations in relation to the use of Software and the rights of the user and owner of Software.Term: means the term of the Contract calculated in accordance with clause 10.1.
1.2 Construction.
In these Conditions, the following rules apply:
(a) a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality);(b) a reference to a party includes its personal representatives, successors or permitted assigns;(c) a reference to a statute or statutory provision is a reference to such statute or statutory provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted;(d) any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms;(e) unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular; and(f) a reference to writing or written includes faxes and e-mails.
2. Basis of contract
2.1 The Order constitutes an offer by the Customer to purchase Equipment and/or Services in accordance with these Conditions.
2.2 The Customer shall order the Services and Equipment by such method as the Supplier shall permit from time to time.
2.3 The Order shall only be deemed to be accepted when the Supplier issues written acceptance of the Order or if no acceptance is issued, when the Supplier supplies Equipment and/or Services to the Customer.
2.4 The Contract constitutes the entire agreement between the parties. The Customer acknowledges that it has not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of the Supplier which is not set out in the Contract.
2.5 Any samples, drawings, descriptive matter or advertising issued by the Supplier and any descriptions of the Equipment or illustrations or descriptions of the Services contained in any catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the Services and/or Equipment described in them. They shall not form part of the Contract or have any contractual force.
2.6 These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
2.7 Any quotation given by the Supplier shall not constitute an offer, and is only valid for a period of 20 Business Days from its date of issue.
2.8 All of these Conditions shall apply to the supply of both Equipment and Services except where application to one or the other is specified.
3.0 Provision of services and supplier’s obligations
3.1 The Supplier shall use reasonable endeavours to provide the Services to the Customer within the range of base stations that make up the Network.
3.2 The Supplier shall use reasonable endeavours to meet any performance dates for the Services specified in the Order, but any such dates shall be estimates only and time shall not be of the essence for the performance of the Services.
3.3 The Supplier shall have the right to make any changes to the Services which are necessary to comply with any applicable law or regulations or safety requirement, or which do not materially affect the nature or quality of the Services, and the Supplier shall notify the Customer in any such event.
3.4 The Supplier warrants to the Customer that the Services will be provided using reasonable care and skill and to a level expected of a reasonably competent Supplier of similar telecommunications services.
3.5 The Customer acknowledges that from time to time there are likely to be faults in the Services provided by the Supplier as a result of the nature of mobile telecommunications technology and that the Supplier does not guarantee or give any warranties in connection with the functionality of the Network or networks within or outside the United Kingdom. The Customer acknowledges that the range of base stations making up the Network may change from time to time and that the Network may from time to time comprise of different technologies. The Services are made available provided that the Customer is within the range of base stations forming part of the relevant technological Network when trying to use any particular Service. Any materials giving an indication of outdoor coverage are only estimates and do not guarantee Service coverage which may vary depending upon location.
3.6 The quality and availability of the Services is also subject to:
(a) local geography and topography;(b) weather and/or atmospheric conditions;(c) degradation, congestion or maintenance requirements of the Network including but not limited to re-positioning and/or decommissioning of base stations;(d) other physical or electromagnetic obstructions or interference;(e) faults in other telecommunication networks to which the Network is connected; and(f) the compatibility of Equipment and Customer Equipment used.
4. General provisions relating to the services and equipment
4.1 The Customer shall:
(a) ensure that the terms of the Order (if submitted by the Customer) are complete and accurate;
(b) co-operate with the Supplier in all matters relating to the Services;
(c) provide the Supplier with such information and materials as the Supplier may reasonably require to supply the Services, and ensure that such information is accurate in all material respects;
(d) procure the compatibility of its equipment and any Customer Equipment, processes and systems with the Services;
(e) keep confidential and not disclose to any third party any Customer account password, identification code, number, or name issued by the Supplier permitting access to the Services or Equipment;
(f) obtain and maintain all necessary licences, permissions and consents which may be required for receiving the Services before the date on which the Services are to start;
(g) in relation to any Equipment that is to be installed for the Customer (Installed Equipment) by or on behalf of the Supplier (Installation Services) the Customer shall:
(i) notify the Supplier of any health and safety and security policies in relation to the Customer’s premises;
(ii) ensure all necessary and appropriate authorities, licences and consents have been obtained and complied with in order to allow the Supplier to install the Equipment;
(iii) provide a suitable and safe working environment;
(iv) grant the Supplier (and any persons authorised by the Supplier) a licence to install, store, operate, maintain and support any Installed Equipment on the Customer’s premises to enable provision of the Services;
(v) to provide the Supplier with reasonable access to the Customer’s premises and systems during normal office hours and if necessary outside these hours for the installation, implementation, de-commissioning, removal and ongoing maintenance and support of the Services and/or Equipment; and
(vi) not modify, tamper, move or interfere with any Installed Equipment in any way other than to assist with any installation and implementation, without the prior written consent of the Supplier, nor to use the Installed Equipment for any purpose other than for the Services;
(h) unless otherwise agreed by the Supplier in writing, not use the Equipment or Services for making any automated communications (whether by way of GSM Gateway, or by way of any device used to forward or divert calls with the intention of reducing Charges (except where any such device is supplied as part of a Service by the Supplier to the Customer in accordance with these Conditions, or other method)), whether by way of calls, texts or other messaging or data sending method or e-mail;
(i) procure the Services and Equipment are used for its own use as authorised by and in accordance with these Conditions and it will not re-sell, re-supply or otherwise distribute the Services and Equipment and shall procure anyone authorised to use such services and Equipment under these Conditions shall not do so;
(j) comply with any manuals, guidance and any reasonable instructions issued by the Supplier and any relevant third party manufacturers and suppliers concerning the use of the Equipment, Services and Network and co-operate with the Supplier’s reasonable security and other checks (which may include the Supplier making calls or sending communications to the end users);
(k) only use Equipment or Customer Equipment which is authorised by the Supplier (such authorisation not to be unreasonably withheld) and compatible for use on the Network;
(l) inform the Supplier upon becoming aware of any suspected or actual unauthorised use of the Services or Equipment and take all steps necessary, including any steps requested by the Supplier, to prevent such use;
(m) not use the Equipment or Services for any purposes which: (i) may be illegal, fraudulent, abusive or in a manner which may constitute a nuisance; (ii) in any way which causes annoyance, inconvenience or needless anxiety as set out in the Communications Act 2003, nor use the Network or the Services to send spam or unsolicited communications without the receiver’s consent; (iii) to send, store, communicate or knowingly receive content which is abusive, indecent, defamatory, obscene, menacing, unlawful or a nuisance; or(iv) in any way that breaches the provisions of clause 8 (Software Licence) or clause 13 (Intellectual Property) or contravenes the Intellectual
Property Rights of the Supplier or any third party;
(n) not knowingly distribute malicious software or permit the hacking or unauthorised modification of any Equipment or Software or the Network;
(o) comply with any applicable fair use policy that the Supplier may issue from time to time;
(p) comply with all applicable regulatory provisions, laws, codes of conduct and guidelines;
(q) comply with the Roaming Policies;
(r) not use the Equipment or Services in a manner which would or could impair the Network; and
(s) not use the Equipment or Services in any way which would or would likely cause any detriment to the Supplier’s reputation or commercial standing.
4.2 Any Services provided to the Customer by the Supplier but that are not contained in the Order shall, unless otherwise agreed by the Customer and the Supplier, be governed by this Contract.