In this document, unless otherwise stated or the context requires:
(a) All defined and capitalised terms shall have the same meanings stated in Immervox’s Mobile specific standard terms and conditions set out in the Schedule to this document (the “Specific Terms”) or The Standard Conditions (as defined in the Specific Terms); and
(b) The terms of this document are subject to the Specific Terms and the Standard Conditions.
(c) Immervox offer a range of products and services within their Mobile Product Range. Individual Customers may take a unique and bespoke configuration of these services. Consequently, this document by necessity contains a generic overview of the full range of products and services available. Not all the terms and conditions set out in this document will be applicable to all Customers.
(d) The Services to be provided under a Services Agreement will be specified in the Order Form completed by the Customer and accepted by Immervox. Immervox has no obligation to provide any Service set out or described in this document unless they have been specified in the Order Form and accepted by Immervox
1 SERVICE OVERVIEW AND SCOPE
Immervox’s Mobile Service can provide Customers with a range of mobile telephony solutions including the provisions of handsets and hardware tailored to the Customer’s specific requirements.
Immervox works with a number of third party network and telecommunication partners principally Gamma and Daisy to provide Customers with the optimum solution for their Mobile Service requirements.
• Independence – We are network independent and as a result can advise on the most suitable network for your service
• Value – Due to our partner diversity we are able to offer a more cost effective tariff
• Control – We are directly connected into our partner’s provisioning and support systems
• Flexibility – We can supply contract terms from 1 to 60 months and are happy to negotiate any special requirements
The Service may include:
• Mobile Contracts
• Mobile Broadband
• SIM only
2 MINIMUM TERM
A minimum term of between 1 month and 60 months applies to all Mobile Service products.
3 MOBILE CONTRACTS
3.1 Immervox mobile contracts are flexible enough to meet the most obscure requirements both now and mid contract. From ruggedised devices, to shared International roaming bundles.
3.2 For most businesses the need for Mobility is essential to their productivity and the work/life balance of their staff. This means that as well as the Sales team that get a mobile each, virtually every staff member having a mobile will benefit your organisation.
3.3 Internally, staff can still be contacted in meetings and check and update emails. Even giving users a back-up Internet connection in the event of fault in the office. With 4G access in an increasing geographic area, you can be sure that staff can work effectively inside and outside the office.
3.4 Externally, your fleet, Sales team, homeworkers, Managers, Directors and staff can keep in touch and keep your office up to date.
3.5 Immervox Mobile contracts can be a combination of basic, high spec and existing devices including iPhone and Blackberry, with contract lengths ranging from 1-60 months. For 1-10000 users. With the ability to get new numbers or port your existing ones. Each user can even have different roaming and calling accessibility to meet their needs and the Business’s requirements.
3.6 We manage your whole mobile solution, as an MVNO (Mobile Virtual Network Operator) we manage and invoice your Mobiles directly whilst still giving you access to supreme coverage. Vodafone are our network of choice with 449 million mobile customers globally and 99% 4G population coverage. EE & O2 may also be part of the solution should coverage ever prevent us using Vodafone.
3.7 Adding bolt-ons, ceasing services and upgrades are all handled by Immervox (applicable to product variants whereby you sign a mobile contract with Immervox and not the mobile network directly). We hope not, but should you ever experience a lost or stolen phone, our 24/7 out of hour’s team will be there to support you.
4 MOBILE BROADBAND
4.1 There is a constant need now to be connected to the Internet not only personally but for Business too. The expectation is that even if you are out of the office you will still be picking up and replying to emails, as it’s much more productive.
4.2 Mobile Broadband is the term used to describe a High speed Internet connection that uses Mobile signal instead of a physical fixed line connection such as ADSL or FTTC. The obvious advantage to this being it’s mobility, and for Business this can save on trips to the office, missed/delayed contact with clients and in turn, better Customer Service. In addition, you have flexibility to choose from various contract lengths, data bundles and access hardware.
4.3 For the Remote worker who needs constant, fast Internet access at home, on the laptop with clients and in the car, MiFi devices that provide a wireless Hotspot for up to 10 devices work well. MiFi Devices are great for temporary sites with no lines and even remote sites where there is no traditional Internet connection available at all. Also some conference facilities just don’t have suitable Internet access, this allows you to take your connection with you.
4.4 For your Sales team who only need connectivity for their laptop when doing presentations, a USB dongle provides the Mobile Broadband access they need to win the deal and the business control of the Data usage.
4.5 With 4G access this is a great backup to your existing Internet connection. In the event of an Outage, it can be Business as usual and our Technical consultants can advise on practical ways to achieve a seamless transition to mobile or secondary services in the event of a Fault.
4.6 Vodafone are our Network of choice with 449 million mobile customers globally and 99% 4G population coverage. Contracts can vary from 1- 60 months with a variety of data packages available to meet your requirements along with different hardware to meet your needs.
4.7 We manage your whole mobile solution, as an MVNO (Mobile Virtual Network Operator) we manage and invoice your Mobiles contracts directly whilst still giving you access to supreme coverage. Adding bolt-on’s, ceasing services and upgrades are all handled by Immervox (applicable to product variants whereby you sign a mobile contract with Immervox and not the mobile network directly). We hope not, but should you ever experience a lost or stolen device with Mobile Broadband, our 24/7 out of hour’s team will be there to support you.
5 SIM ONLY
5.1 Immervox Sim Only contracts are flexible enough to meet the most obscure requirements both now and mid contract. Where You have no need for a Hardware Fund, our Technical consultants would be happy to discuss your Business’s needs with you.
5.2 Internally, you may already have a BYOD and Mobile Policy so staff can still use their own mobiles in the office. Part of that policy could offer staff a mobile contract that can be used on their existing mobile giving you better control over the practical application of that policy. With 4G access in an increasing geographic area, you can be sure that staff can work effectively inside and outside of the office.
5.3 Externally, your fleet, Sales team, homeworkers, Managers, Directors and staff can keep in touch and keep your office up to date and with 1 month contracts available, you can keep your contracts Co-Terminus no matter how often you need to add new contracts especially where you have a high staff turnover.
5.4 M2M (machine to machine) is taking great strides recently with the control of your home’s heating and hot water, tracking your car’s location, mileage and fuel efficiency. The opportunities for business are huge. Our Technical consultants can assist you with creative and intelligent ways to use mobile SIMs.
5.5 Immervox SIM Only contracts range from 1-60 months. For 1-10000 users, with the ability to get new numbers or port your existing ones. Each user can even have different data packages including unlimited plans, roaming and calling accessibility to meet their needs and the business’s requirements.
5.6 We manage your whole mobile solution, as an MVNO (Mobile Virtual Network Operator) we manage and invoice your Mobiles directly whilst still giving you access to supreme coverage. Vodafone are our network of choice with 449 million mobile customers globally and 99% 4G population coverage. EE & O2 may also be part of the solution should coverage ever prevent us using Vodafone.
5.7 Adding bolt-on’s, ceasing services and upgrades when hardware becomes required are all handled by Immervox (applicable to product variants whereby you sign a mobile contract with Immervox and not the mobile network directly). We hope not, but should you ever experience a lost or stolen phone, our 24/7 out of hour’s team will be there to support you.
6 NUMBER PORTING AND PROVISION
Depending on the Customer’s requirements, Immervox can either provide new UK-based numbers or the Customer can generally port numbers from and to other UK network operators.
7 COVERAGE SOLUTIONS
Immervox offer a range of solutions to address a range mobile network coverage on its preferred networks. These include solutions individual users that are experiencing coverage issues at a specific site, through to bespoke coverage solutions that cover multi-location sites.
8 CLIENT SUPPORT SERVICES
Our dedicated Client Support Team is available during office hours, which are 9am – 5.30pm Monday to Friday (excluding bank holidays) for help with:
• Changes to tariffs
• Account administration
• Billing queries
Note: E-mails are not monitored outside of office hours.
9 LEAD TIMES
9.1 Only authorised personnel may place orders.
9.2 Orders for mobile hardware and replacement SIMs received before 12 noon are normally dispatched the following working day (dependent on stock levels).
9.3 Orders for additional mobile connections received by 12 noon are normally delivered the next working day (dependent on stock and the size of order, some additional checks may be required which may increase the stated lead time).
9.4 Orders for network amendments by telephone – a target completion time of 5 working day applies to the following changes:
• PIN unblocking key request
• Barring lost or stolen phones
• SIM activation
9.1 Orders for network amendments by email – a target completion time of 5 working day applies to the following changes:
• Adding GPRS and MMS
• Barring and unbarring
• Lifting and applying roaming bars
10 FAULT MANAGEMENT
Owing to the nature of telecommunications equipment and software, we cannot guarantee that the Service will be fault-free or without interruption. The quality and the coverage of the Service can be adversely affected by local geography, topography and physical features (such as signal deflection by buildings), atmospheric conditions, the availability and capacity of the networks and the Customer’s equipment.
In the event that a fault is reported to Immervox, the relevant support team will log this directly with the relevant network. Regular updates will be supplied as agreed between the Customer and the support team.
All faulty devices purchased from Immervox can be repaired free of charge provided the fault is covered by the manufacturer’s warranty (e.g. not caused by physical or water damage). For devices beyond economical repair and non-warranty faults (e.g. warranty expired or physical damage) replacement is chargeable.
Goods that are faulty on delivery should be logged with the support team within 1 working day of delivery. Immervox will replace or repair any faulty goods, subject to warranty and stock availability.
11 BILLING AND INVOICING
Invoicing for call charges is in arrears, invoicing for line rental in advance. Charges for any mobile hardware will be invoiced separately if this is not being deducted from the Customer’s Hardware Account or applicable Account Credit.
12 CALL DATA RECORDS
Call data records will be produced for calls, SMS, MMS and data usage made over the mobile Service.
12.1 You must:
• Notifying Immervox immediately if any handset, hardware or SIM card is lost or stolen
• Use the mobile hardware solely in association with the specified network and not unlock the SIM
• Without Immervox’s prior written consent, not connect to any GSM Gateway product to the network.
12.2 The Customer is liable for any usage, including fraudulent usage from the connections and hardware that Immervox has supplied.
13 HARDWARE/TECHNOLOGY FUND
13.1 Immervox may provide a hardware or technology fund or account, being a subsidy fund which may be provided by Immervox for the purchase of equipment from Immervox by the Customer during a specified term.
13.2 The supply of equipment and the provision of a hardware/technology fund (if appropriate) is conditional on you signing a minimum 24 month airtime agreement
13.3 The hardware/technology fund will be retrospectively withdrawn (you will be invoiced for goods supplied) in the event you do not maintain prompt payment or breach any terms or conditions of your airtime agreement)
14 TITLE TO GOODS
Title of goods (the owner) remains with Immervox until either your contract expires or you have paid the full price for each item
SPECIFIC TERMS & CONDITIONS
SECTION I: - TERMS RELATING TO CONTRACTS WITH IMMERVOX, UTILISING DAISY (VODAFONE NETWORK) AS THE UNDERLYING PROVIDER
1 DEFINITIONS AND INTERPRETATION
Defined and capitalised terms used in these terms and conditions shall unless specifically defined below have the same meaning as in the Standard Conditions.
In the event of a conflict, the following order of precedence (in descending order of precedence) shall apply in the Services Agreement: the Acceptance, Pricing Schedule, Order Form, these terms and condition, the Standard Conditions and the Order Form.
References to “clauses” are to clauses of these terms and conditions (and not the MSA Terms), unless otherwise stated.
Subject to the paragraph above the following word or phrases shall have the meanings ascribed to them below:
“Provider” - Immervox Ltd with company registration number 03814512 and registered office: 22-24 Hornsby Square, Southfields Business Park, Basildon, Essex. SS15 6SD.
“Agreement” - This Agreement, all sides completed, and all other associated schedules in writing.
“Bar” - The act of barring the Subscriber from making or receiving calls on the Subscriber Apparatus.
"Charges" - Call charge, access charge, connection charge, minimum airtime charge, value added service charge means the charges as described and at the rates (appropriate to the chosen tariff) as set out in the Schedule of Tariffs to be published by Provider from time to time. E. “Connection" / “Connected” - The connection of the equipment or SIM card to the selected tariffs and Systems.
"IMEI” - The International Mobile Equipment Identity number incorporated into the Subscriber Apparatus.
“Migration” - Means the transfer of a mobile number to any alternative service provider on the same network.
“Party/Parties” - Means Provider and the Subscriber either separately or together.
“Payment Date" - The date determined by Provider on which Provider invoices fall due for payment.
“Portability" - Means the transfer of a mobile number or Service to any alternative service provider and service operator.
“Service(s)" - The provision of airtime, together with those services identified in this Agreement, by means of the Systems offered by Provider.
“Service Operators” - Means the networks
“SIM Card" - A module which contains Subscriber Information, when used with GSM/UMTS equipment, enables access to the GSM/UMTS Services.
"Subscriber" - The account holder responsible firstly for meeting the Charges.
“Subscriber Apparatus" - Means the approved equipment and SIM Card connected to the System.
"System(s)” - The public telecommunications systems that Provider makes available to the Subscriber.
“Upgrade” - Any supply of a new handset or mobile device.
2 ACCEPTANCE OF APPLICATION
2.1 In connection with this account application Provider will carry out credit and fraud prevention checks with a licensed credit reference and fraud prevention agency & this agency will retain a copy of the search. Information from the application and payment details of the account will be recorded and may be shared with other organisations to help make credit and insurance decisions about you and members of your company and for debt collection and fraud prevention purposes.
2.2 Provider will only accept the application when the Subscriber passes a credit check to Provider’s satisfaction. This Agreement constitutes the entire contract between the Subscriber and Provider, and the terms of this Agreement shall apply to the exclusion of all others whether implied or proposed by the Subscriber orally or in writing unless expressly accepted in writing by Provider.
2.3 Provider offers mobile services to businesses and, upon accepting this application, assumes that all businesses have ten or more employees and subsidies and benefits are issued on the basis of this.
3.1 This Agreement will commence from the date any services requested on the Agreement are implemented and take effect and will be for a minimum of two years in any event unless stated.
3.2 Subject to Clause 10 below this shall continue for a period of twenty-four (24) months from each date of individual connection or upgrade or tariff change, unless a different term is selected under the “Initial Minimum Contract Term” provision. This Agreement shall continue thereafter until terminated by either party giving not less than ninety (90) days prior written notice, such notice not to be served prior to the expiry of the said initial minimum contract term.
3.3 This Agreement is a Master Agreement, and the provisions of Clause 3.1 and 3.2 are applicable to all mobile numbers and/or handsets Connected to Provider and will also apply to subsequent Connections or Upgrades from the individual Connection or Upgrade date.
3.4 All Tariff changes will be subject to availability and a minimum spend.
4 CREDIT ACCOUNT
4.1 An account will be opened. If a credit account is agreed, a credit limit inclusive of VAT will be notified to the Subscriber and this credit limit should not be exceeded. Any increase in the credit limit must be requested in writing and will be subject to approval by Provider, which may entail further credit checks. Provider cannot accept responsibility for Subscriber overspends due to any reason including but not limited to billing cycles or delays in the availability of call data. Subscribers who anticipate exceeding their credit limit should contact Provider to avoid the Services being suspended.
4.2 Credit limits are subject to periodic review at Provider’s discretion. Provider may require that a deposit be placed with Provider in cases where the Subscriber incurs monthly charges in excess of the credit limit and the Subscriber authorises Provider to debit their credit card, where details provided, at Provider’s discretion for this excess amount overdue, or any amount over the credit limit set.
5 CONNECTION TO THE SYSTEM AND PROVISION OF THE SERVICE
5.1 Subject to these Terms and Conditions, Provider will connect and maintain the connection of the Subscriber Apparatus to the System and, subject to the geographical coverage of the System from time to time and other limiting factors not under Provider's control, Provider will endeavour to make the Services available to the Subscriber throughout the term of this Agreement.
5.2 Provider shall be entitled, at its absolute discretion to transfer the Subscriber to another Service Operator, provided this incurs no additional costs to the Subscriber. Wherever practicable, seven (7) days written notice shall be given of such changes prior to their being made.
5.3 The Subscriber recognises and acknowledges that the Services depend on the availability of the Systems, which may from time to time, by their very nature, be adversely affected by physical features, atmospheric conditions, and other causes of interference may fail or require maintenance without notice.
5.4 The Services can be provided with a bar on premium rate and international calls made whilst in the UK and overseas at the Subscriber’s request to the Provider. If the bar is not enabled, the Subscriber should be aware that they will be charged for calls receive d whilst abroad (including voicemail) and that calls made and received whilst overseas may be charged in 30 or 60 second increments at rates set by the overseas network(s) together with any additional handling & network charges. Premium rate calls can be charged at rates over £1.57pence per minute. Any such calls/text/data are not included in any bundle of inclusive calls/text/data which may form part of the tariff and billing delays of up to six months may occur for these charges and may be subject to an on advance deposit as requested from time to time.
5.5 Provider shall bear no liability to the Subscriber whatsoever in connection with any Service provided by an overseas network, third party or Premium Rate provider.
6.1 The Subscriber will pay any agreed initial charges, the monthly access charge any other fixed monthly charges, on or before the Payment Date.
6.2 The Subscriber will pay all call charges (used in excess of any call charges that may be comprised in the minimum airtime charge but without rebate for any unused element of call charges in such Charge) including charges incurred from other networks, virtual networks, premium rate and overseas cellular and network operators (without discount) and also any handling charges set out in the schedule of tariffs, monthly in arrears, on or before the Payment Date. UK calls are billed per second and rounded up to the nearest penny. The networks may apply a minimum call charge, details of which can be found in the tariff terms and conditions on their websites.
6.3 The Subscriber will pay the cost of any subsequent reconnection made necessary by suspension of the Services carried out by Provider due to non-payment (subject to Clause 10 below), prior to reconnection.
6.4 The Subscriber will pay all sums to Provider by Direct Debit or by such other method as Provider shall allow on or prior to the Payment Date. The acceptance of payment by any method other than Direct Debit by Provider may incur a monthly administration fee of £3.00 + VAT.
6.5 All payments other than by Direct Debit must be received within thirty (30) days of Provider’s invoice date.
6.6 The Subscriber may be required to pay a fee of £35.00 + VAT per incident for cancelled, dishonoured or failed Direct Debits or cheques.
6.7 Any sums due to Provider from the Subscriber which are unpaid for more than thirty (30) days after the Payment Date shall bear interest at the rate of three per cent (3%) above the base rate of NatWest Bank PLC calculated from the date payment was due to the date of actual payment becoming cleared funds.
6.8 Value Added Tax (VAT) and other taxes from time to time in force where appropriate shall be payable on all Charges referred to under this Clause.
6.9 The Subscriber will promptly advise Provider in writing of any change of address or bank details.
6.10 The Subscriber authorises Provider to charge the Debit/Credit Card, where details provided, with an amount equal to the outstanding balance on the Subscriber’s credit account, where the Subscriber has failed to pay Provider by the Payment Date.
6.11 The Subscriber authorises Provider to levy a Service Charge of three percent (3%) where Provider is debiting the Subscriber’s Credit Card Account with any outstanding balance.
6.12 The Subscriber is solely responsible for the Subscriber Apparatus and/or SIM Card and shall remain liable for all call charges including any incurred during a period of theft, damage or loss until such theft, damage or loss is reported to the Service Operator and Provider, and will remain liable for the monthly access charge until the Agreement has ended.
6.13 Provider will only consider billing queries from the Subscriber if made within seven (7) days of the date of invoice. Raising such queries does not relieve the Subscriber of the obligation to pay all invoices when due without deduction, offset or withhold, but if an amount is subsequently found to be not payable, Provider agrees to refund the Subscriber for the overpaid charges.
7 PUBLIC EMERGENCY CALLS
No charge will be made for Emergency calls similar to British Telecom’s 999 service made on the Subscriber Apparatus.
8 OBLIGATIONS OF THE SUBSCRIBER
8.1 The Subscriber acknowledges that the System is operated under License and by agreement with the Service Operators and that the provisions of the said Licenses and agreements apply to the use of the Service. The Subscriber hereby undertakes:
8.1.1 Not to use or permit the use of the System for any unlawful, immoral or improper purpose including the use of unlawful GSM SIM gateways or any purpose not recommended by the equipment manufacturer or the Service Operators or Provider;
8.1.2 To comply with any reasonable instructions issued by Provider relating to the System, the equipment or the Service and to use only the Subscriber Apparatus approved by the Service Operators and the British Approvals Board of Telecommunications;
8.1.3 Not to reverse, or permit anyone else to reverse, the charges on any telephone call;
8.1.4 Not to act, or omit to act, in any way which may injure or damage any persons, property or the System or cause the quality of the Service to be impaired.
8.1.5 Not to directly or indirectly be involved, or knowingly, recklessly or negligently permit any other person to be involved, in any fraud, illegal or immoral activity and shall notify Provider immediately upon becoming aware of any such activity.
8.2 Should Provider incur additional claims, damages, losses (including loss of profit, other economic loss or legal fees) due to Subscriber breach of this Agreement the Subscriber could be liable for these.
8.3 The Subscriber will promptly advise the Service Operator and Provider, by phone and in writing in the event of loss or theft of the Subscriber Apparatus and/or the SIM Card.
8.4 The tariff chosen at the acceptance of this Agreement will remain the minimum tariff selected for the initial contract term and the terms and conditions of the selected tariff apply.
8.5 The rates/tariffs/equipment subsidies that Provider makes available to the Subscriber are subject to the length of contract chosen and its terms and are based upon the predicted or anticipated revenue over the contract term including notice period. The Subscriber is therefore expected to honour the contract, revenue and its terms. In the event that the Subscriber fails to do so, Provider reserves the right to invoice the predicted or anticipated revenue, at full retail price without discount, over the full contract term including notice period and to recover any benefits received and losses incurred, and should the contract not proceed to full term a cancellation charge will be incurred.
8.6 The Subscriber acknowledges that Provider will accept, and act on behalf of, any instruction received from the Subscriber, and accept and act on behalf of any additional orders, regardless of authority and/or position, unless otherwise pre-advised to Provider in writing with the Subscribers bespoke ordering procedures.
9 LIMITATION OF LIABILITY
9.1 Nothing in this Agreement shall limit or restrict or be deemed or construed so as to limit or restrict the liability of Provider or the Subscriber for death or personal injury to any person caused by its negligence.
9.2 Subject always to the provisions of Clause 9.1 above, the total liability hereunder of Provider in contract, tort or otherwise (including negligence) shall, in respect of all claims under this Agreement, not exceed the total amounts paid to Provider by the Subscriber under this Agreement for the 12 months immediately prior to the period in which the claim or claims are made, or £5,000 whichever is the lower amount.
9.3 Subject to the provisions of clause 9.1 (above), Provider shall not be liable hereunder, in contract, tort or otherwise (including negligence) for any indirect or consequential losses whatsoever or otherwise howsoever arising including without limitation, loss of profits, revenues, business, contracts, anticipated savings or any other indirect or consequential losses whatsoever and in this Clause 9.3, "anticipated savings" means any saving that the Subscriber anticipated making as a consequence (whether directly or indirectly) of entering into this Agreement.
9.4 Where the Subscriber deals as a consumer, nothing in this Agreement shall affect the Subscriber’s statutory rights.
10 TERMINATION AND SUSPENSION OF THE SERVICE
10.1 Provider shall have the right to, without prejudice to any other claims or remedies which it may have against the Subscriber, forthwith terminate or suspend the Service and this Agreement without liability upon the occurrence of any of the following events:
10.1.1 If payment of the Charges is not made on the due Payment Date;
10.1.2 If the Subscriber commits a breach of this Agreement (and where that breach is capable of remedy, does not correct this breach within 7 days of Provider requesting the Subscriber in writing to correct such breach) or if any information given to Provider by the Subscriber is false or misleading;
10.1.3 If the Subscriber makes or offers to make any composition with creditors or commits any act of bankruptcy, or if any petition or receiving order in bankruptcy is made against the Subscriber, or (in the case of a Subscriber being a Limited Company) the Subscriber is unable to pay its debts as they fall due within the meaning of the Companies Act 1985; or
10.1.4 If a petition or resolution to wind up the Subscriber is passed or presented (otherwise than for reconstruction or amalgamation); or
10.1.5 If any administrative receiver or receiver/manager is appointed over any of the Subscriber’s assets, property or undertaking, or if any such power of appointment arises.
10.2 Provider may, from time to time, without notice or liability on its part (notwithstanding the foregoing provisions of this clause and at its absolute discretion), suspend or disconnect the Service in any of the following circumstances:
10.2.1 If the Subscriber fails to comply with any of the terms contained herein; or
10.2.2 If the Subscriber does, or allows to be done, anything which in the Service Operator’s or Provider’s reasonable opinion may have the effect of jeopardising the operation of the Service; or
10.2.3 If the Subscriber permits the use of the Service or uses the Service for illegal purposes including the use of illegal GSM SIM Gateways (or the Service Operator or Provider believes the same), Provider, without any liability whatsoever, reserves the right at its absolute discretion to immediately suspend the Service. In such a case the Subscriber will be charged during the month in which such suspension of Service takes place at the Provider RRP Business Tariff rate, no bundled minutes being applied during that month. For the remainder of the contract term the Subscriber will be liable for the tariff initially agreed at full retail price without discount, subject to Clause 8.5 above; or
10.2.4 If, in Provider's or the Service Operator’s absolute discretion, the call charges incurred in any given period show unreasonable or excessive usage of services or unusual calling patterns such as a disproportionate percentage of incoming calls or zero usage per number of 10 minutes or less of outbound voice calls or charges including data of less than £5.00 per month, or cause network congestion; or
10.2.5 If Provider is unable, for whatever reason, to provide the Service or if Provider is required to terminate this Agreement by a competent regulatory authority and/or Service Operator; or
10.2.6 If the Subscriber exceeds the credit limits set.
10.3 Termination, suspension, disconnection or barring under this Clause 10 shall be without prejudice to Provider’s rights accrued up to and beyond the date of termination, suspension, disconnection or barring.
10.4 In the event of termination of the Service and this Agreement by Provider in accordance with the provisions of Clauses 10.1 and 10.2, the Subscriber shall, within fourteen (14) days of receipt of the notice of termination, pay to Provider all outstanding Charges including, where termination is for any of the reasons specified in Clauses 10.1 and 10.2, the amount due as set out in Clause 8.5 above or which would have been payable for the remainder of the term of this Agreement had the Subscriber given notice of termination at the earliest date possible in accordance with Clause.
10.5 Upon termination of this Agreement if the Subscriber made a deposit, Provider will only return any surplus to the Subscriber after deduction of all unpaid charges. Any request for repayment must be made in writing.
10.6 After disconnection, suspension or barring of the equipment from the System and/or consequent upon the termination of this Agreement, the Subscriber shall pay on demand all Charges outstanding at the time of disconnection, suspension or barring including any reasonable disconnection or barring fee that Provider may wish to charge in its sole discretion.
10.7 Subscriber will pay any costs, including legal fees, reasonably incurred by Provider on collecting any payments due.
10.8 Should termination take place part way through a month, no credit will be given for the post termination part of the month’s access charge(s).
10.9 The Subscriber will remain liable for all call charges incurred prior to termination regardless of when they are invoiced.
10.10 Termination, porting, or migration of mobile numbers is subject to a charge of £35.00 + VAT per number.
10.11 If the Subscriber is unable to use all of the Services for a continuous period of more than three days due to any technical failure (including power cuts, improvement, modification or maintenance of the Service or the Systems) and if the Service Operator offers this to Provider, on application the Subscriber may receive a credit for their line rental which will represent that part of the line rental for the period of suspension.
11 FORCE MAJEURE
Provider shall not be liable for any breach of this Agreement, nor any damage resulting there from whether direct, indirect, con sequential, financial or otherwise, if and to the extent that such breach arises as a result of any Act of God, acts or omissions by any Government, other Administrative Body or Service Operators, sabotage, riot, explosion, acts of terrorism, controls, restrictions, prohibitions or other Acts of any Local or National Government (including any requirement connected to the Licensing Arrangements) or industrial disputes of any kind or any act beyond the direct control of Provider.
This Agreement shall not be assignable by the Subscriber without written consent of Provider, which will not be unreasonably withheld. Provider may at any time assign this Agreement to any third party it considers suitable.
Provider shall be entitled, from time to time and at its absolute discretion, to:
13.1 Make such variations to the tariff as it deems appropriate, so long as such changes are not disadvantageous to the Subscriber.
13.2 Make such modifications to the Service and make, or agree to, such changes to the System as it may reasonably consider necessary. Wherever practicable, seven (7) days written notice shall be given of such changes prior to them being made;
13.3 Make such alterations to this Agreement and its terms and conditions as the Service Operators may reasonably require Provider to make or as are necessary as a result of changes to Provider’s license from the Service Operators or otherwise as a consequence of any regulatory or legal requirement.
14 DATA PROTECTION
14.1 The information the Subscriber provides will be used by Provider to supply the Services and will not be otherwise disclosed without the Subscriber’s prior written permission, except as set out in Clause 14.5 below, or if required by law.
14.2 Provider does not share Subscriber information with other organisations for marketing purposes, however Provider may invite the Subscriber to take part in market research and inform the Subscriber of Provider goods and services which may be of interest unless the Subscriber informs Provider that they do not wish to receive this information.
14.3 The Subscriber has the right to ask for a copy of the data held about them by making application in writing to the Customer Services Manager at Provider’s registered office address. There may be a charge for this service.
14.4 The Subscriber agrees that Provider may disclose any information in connection with the Subscriber’s accounts to anyone who correctly quotes their password or who has satisfied Provider that they are the Subscriber or the Subscriber’s authorised contact.
14.5 Provider may disclose information about the Subscriber’s account to its agents.
Neither Party will disclose to any third party without the prior written consent of the other Party any confidential information which is received from the other Party as a result of this Agreement. Both Parties agree that any confidential information received from the other Party will only be used for the purposes of providing or receiving the Services. For the purposes of this Clause 15, confidential information includes business plans, concepts, methodologies and structures, product specifications, technical information, new product information, methods of product delivery, and any other technical and commercial information, inventions or ideas (whether patentable or not) of either Party which is not in the public domain.
16.1 The Subscriber agrees to the disclosure to any radio or telecommunications operating company of its name, address & details of the Service and Subscriber Apparatus provided to it pursuant to this Agreement.
16.2 Any notice hereunder sent by either party to the other party shall be deemed served within forty-eight (48) hours.
16.3 Should Provider elect to disconnect and/or reconnect the Subscriber Apparatus from or to the System pursuant to Clause 10 above, then Provider having regard to the circumstances at the time of disconnection or reconnection may elect to charge a fee of up to £35.00 + VAT for such disconnection or reconnection.
16.4 Should Provider elect to bar and/or unbar the equipment from the System pursuant to Clause 10 above, Provider may, in its absolute discretion, charge an unbarring fee of up to £25.00 + VAT for such barring or unbarring.
16.5 Additional services may be added to this Agreement subject to the Subscriber’s written confirmation and acceptance by Provider.
16.6 Where Subscriber Apparatus is provided to the Subscriber by Provider, then notwithstanding delivery and acceptance of the Subscriber Apparatus, title in the Subscriber Apparatus shall not pass to the Subscriber until completion of the contract, including notice period. If the contract is terminated early, for whatever reason, the Subscriber Apparatus remains the property of Provider.
16.7 Following any non-completion of the contract, Provider reserves the right to request the safe return of such Subscriber Apparatus undamaged and in good repair (except for reasonable wear and tear) from the Subscriber to Provider at the Subscriber’s expense. Failure to comply with such request shall incur a full replacement charge plus VAT as quoted in Provider’s published SIM free price list for any mobile device, data-card or modem, of up to £500 + VAT, unless the equipment falls under the pricing stipulated in clause 16.7.1 in which case the charge is higher, plus £30.00 + VAT for any SIM card (as per Clause 16.17 below).
16.7.1 In the case of Blackberry, PDA or SMART phones, the full replacement charge of up to £850 + VAT will be incurred.
16.7.2 Equipment must be returned to Provider, in line with Clause 16.6 above, within 14 days of any disconnection, Porting or Migration.
16.8 Risk of damage to or loss of the Subscriber Apparatus shall pass to the Subscriber upon receipt of the Apparatus by the Subscriber.
16.9 The Subscriber shall be liable for the repair of equipment connected under this Agreement which becomes faulty or damaged and is outside the manufacturer’s warranty. All Subscriber obligations under this Agreement shall remain in force during any period where equipment is undergoing repair.
16.10 No delay, neglect or forbearance on the part of Provider in enforcing any provision of this Agreement shall be deemed to be a waiver or create a precedent or in any way prejudice Provider’s rights under this Agreement.
16.11 The Subscriber shall not obtain any Intellectual Property Rights in relation to the System, the Service or the Subscriber Apparatus as a result of this Agreement or the use of the System, Service or Subscriber Apparatus.
16.12 Where there is a conflict between this Agreement and any other terms and/or conditions mentioned in or printed on any correspondence exchanged between the parties, this Agreement shall prevail unless expressly agreed otherwise and in writing
16.13 If any non-fundamental provision of this Agreement shall be held to be void, illegal, unenforceable or conflict with any Statute, that clause or provision shall be severed from this Agreement; the validity and enforceability of the remaining clause(s) and provision(s) shall not be affected thereby.
16.14 References in this Agreement to persons shall include, but not be limited to, bodies Corporate, Unincorporated Associations and Partnerships. References to the singular shall include the plural and vice versa.
16.15 This Agreement shall be governed by and construed in accordance with English Law.
16.16 Clause headings are for ease of reference only and do not govern or affect the construction or interpretation of this Agreement.
16.17 All SIM Cards supplied to the Subscriber, for use on the Service Operators Systems, shall at all times remain the property of the Service Operator, and shall be returned to Provider upon termination of the Agreement. Failure to return any SIM card shall incur a charge of £30.00 + VAT for each card.
16.18 Portability and Migration requests of mobile numbers made during the minimum contract term does not relieve the Subscriber from contractual obligations to pay any early termination charges due under this Agreement, and in relation to the remainder of the contract term, following termination.
16.19 The Subscriber is responsible for any services and their associated costs that may be accessed via the Service Operator or Provider and the terms and conditions that relate to those services.
16.20 if we provide alerts or autobars, these features will be provided on a reasonable endeavours basis. In certain circumstances which are beyond our control, such as delays in call data being received from our network partner, overall charges may exceed the set limit and are still liable to be paid for under your terms & conditions.
SECTION 2: - TERMS RELATING TO CONTRACTS WITH IMMERVOX, UTILISING GAMMA AS THE UNDERLYING PROVIDER
1.1 We Immervox Ltd are providing you with Mobile Services using approved phones, SIMs and network resources provided by our network provider, Gamma Telecom Ltd, who procure elements from one or more Mobile Network Operators (MNO)
1.2 The terms for Services only cover the terms on which you may use the Services. They do not cover your purchase of your Handset.
1.3 Services will be provided within our network provider, or its MNO’s network area in the UK and by roaming on to other networks but it’s always possible that the quality or coverage may be affected at times.
1.4 You must not use the Services for any illegal or improper purposes. Anyone under 18 is not permitted to access Age Restricted Services.
1.5 You agree that we may provide your personal data to Gamma Telecom Limited and that we and our network provider, or its MNO, can process your organisation’s information and users personal data, which we collect or which you submit to us during any sales or registration process, for a number of purposes, including to open and manage an account for Services, to deliver products and services ordered by you, for security and emergency service support, for credit checking and fraud prevention, and for product analysis and direct marketing (subject to your preferences) as set out in our ‘Privacy Notice’ in the Terms for Services.
1.6 Upon written notice to you by Gamma Telecom Limited all of immervox Limited’s rights and obligations, including all accrued rights and obligations, under this Agreement will be assigned and transferred to Gamma Telecom Limited or to its nominee.
1.7 A person who is not a party to this contract has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement, save that Gamma Telecom Limited or its nominee may enforce any term of this contract directly against you.
1.8 SIMs will be supplied Marked as follows:
Gamma Telecom Ltd. *
* subject to Mobile Subscriber Service terms
2 ABOUT YOUR AGREEMENT
2.1 It is your responsibility to make sure the SIMs are only used to access Services as permitted in this agreement.
2.2 This agreement does not cover the supply of your Handset. The manufacturers of Handsets are not related to us. Any terms relating to Handsets will be given to you separately.
3 VARIATIONS TO YOUR AGREEMENT OR PRICES
3.1 We may vary any of the terms of your agreement on the following basis: We will let you know at least one month in advance if we decide to:
3.1.1 discontinue the Services; or
3.1.2 make any variations to your agreement which are likely to be of
3.1.3 detriment to you; or
3.1.4 increase the fixed periodic charges for the Services (if applicable) by an amount which is more than the percentage increase in the Retail Prices Index Figure (or any future equivalent) in any twelve month period. You can end
3.2 the agreement for such variations as explained in Section 7. Subject to the above, you will not be able to end the agreement if such variation or increase:
3.2.1 is due to changes to the law, government regulation or licence which affect us; or relates solely to Additional Services;
3.2.2 If you carry on using Services after the variation commences, you will be deemed to have accepted the variation.
4 WHAT WE WILL PROVIDE FOR YOU A PHONE NUMBER AND SIM
4.1 We will open an account for you and provide you with a SIM and a phone number (and we may agree to provide you with additional SIMs and phone numbers on your request). Our network provider or its MNO owns each SIM and each SIM remains their property at all times. You are being allowed to use the SIM by us on a limited licence to enable you to access Services, in accordance with the terms of this agreement. We or they may recall the SIM(s) at any time for upgrades, modifications, misuse or when your agreement ends. You can only use our SIM to obtain Services from us.
4.2 Each SIM may only be used in Handsets which are enabled for Services and are authorised by us for Connection to our network. Any attempt to use the SIM in other Handsets may result in serious damage to the Handset and may prevent you from being able to use it, including the making of emergency calls. In these instances, we, our network provider, or its MNO, are not responsible for any such damage or usage problems.
4.3 Handsets which can be used to access Services may be locked to the network. The software in the Handset and all intellectual property rights in that software is owned by the Handset manufacturer and you are being allowed to use the software on a limited licence from the Handset manufacturer. During the term of your Agreement for the supply of Services, you must not permit your Handset to be unlocked via any unauthorised manner (i.e. by anyone other than us or the Handset manufacturer). You must contact us if you want your Handset to be unlocked from our network. If you contact us to request that your Handset be unlocked from our network, we will arrange for your Handset to be unlocked in an authorised manner (which may include replacing your Handset with an unlocked Handset, which is the same or similar specification to your Handset) and you must pay an unlocking administration charge. In addition, you must ensure that there are no outstanding amounts owing on your account. Prior to us arranging for your Handset to be unlocked, you must ensure that you back-up or otherwise store separately any of your information or other data on the Handset which you may require, as this may be lost during the Handset unlocking process. We are not responsible for any information or any other data which may be lost during the Handset unlocking process. This clause will not apply to you if you have purchased your SIM on a SIM-only basis.
5.1 Once you are Connected, we will provide you with access to our Services. The Services will include Premium Services, provided you ask for them and we approve, and may also include Age Restricted Services, provided you are 18 or over and you do not show or send any content from the Age Restricted Services to anyone under 18.
5.2 You will also be able to upload and send your own content using the Services. You grant us, our network provider, or its MNO, a royalty free, perpetual and worldwide licence to store, transmit or otherwise deal with any content you upload on the Services. We may:
5.2.1 change or withdraw some, or part, of the Services from time to time. This may be because of changing technologies, obsolescence, new or different product features, changing content providers or the need to remove, replace or modify content. Subject to Section 4.1, you can end the agreement if this variation is likely to be of detriment to you as explained in Section 7; and
5.2.2 also determine how Services are presented and delivered to the Handset or are otherwise made available to you. We can change the way they are presented, delivered or otherwise made available to you at any time.
6 LIMITATION OF SERVICES
We will always try to make Services available to you. However, Services are only available within our coverage area (which comprises a video service area and a voice & picture area within the UK). Within this, there may be areas where you do not have access to all Services or where coverage is otherwise limited or unavailable. For more information about coverage, visit our website.
7 DISRUPTION TO SERVICES
7.1 There may be situations when Services are not continuously available or the quality is affected and so we cannot guarantee continuous fault-free service. For instance:
7.1.1 when we, our network provider, or its MNO need to perform upgrading, maintenance or other work on the network or Services;
7.1.2 when you move outside our video service area whilst you are on a call (in this case calls may not be maintained);
7.1.3 when you are in areas not covered by our network. In these cases Services rely on other operators’ networks where we have no control; and because of other factors outside our control, such as the features or functionality of your Handset, regulatory requirements, lack of capacity,
7.1.4 interruptions to services from other suppliers, faults in other communication networks, the weather or radio interference caused by hills, tunnels or other physical obstructions.
8 WHAT YOU WILL DO IN RETURN
Secure your PIN, Passwords and SIM
8.1 Our network provider or its MNO owns the SIM and it remains their property at all times, you must ensure that you keep the SIM safe and secure whilst it is in your possession and you must ensure that you are able to return it to us, if required to do so by us at any time, as set out in these terms. There will be a charge for any replacement SIM, unless, it is defective through faulty design or workmanship.
8.2 You must keep all PINs and passwords secure and confidential. You are also responsible for the security of your Handset and must ensure that you keep it secure (refer to the Handset manufacturer’s user guide for details of how to keep your Handset secure). You should immediately change your PIN or password if you become aware that someone is accessing Services on your account without your permission.
9 RESPONSIBLE USE OF SERVICES
9.1 You may only use Services:
9.1.1 as laid out in this agreement; and
9.1.2 for your own personal use. This means you must not resell or commercially exploit any of the Services or content.
9.2 You must not use Services, the SIM or phone number or allow anyone else to use Services, the SIM or phone number for illegal or improper uses. For example:
9.2.1 for fraudulent, criminal or other illegal activity;
9.2.2 in any way which breaches another person’s rights, including copyright or other intellectual property rights;
9.2.3 to copy, store, modify, publish or distribute Services or content (including ringtones), except where we give you permission;
9.2.4 to download, send or upload content of an excessive size, quantity or frequency. We will contact you if your use is excessive;
9.2.5 in any way which breaches any security or other safeguards or in any other way which harms or interferes with our network, the networks or systems of others or Services;
9.2.6 to falsify or delete any author attributions, legal or other proper notices or proprietary designation or labels of the origin or source of software or other content contained in a file that you upload; and
9.2.7 to use or provide to others any directory or details about customers.
9.3 You must always co-operate with us and follow our reasonable instructions to ensure the proper use and security of the Services and your account. You must only use Handsets authorised by us for Connection to our network and also comply with all relevant legislation relating to their use.
9.4 We may publish an acceptable use policy which provides more detail about the rules for use of certain Services in order to ensure that use of Services is not excessive, to combat fraud and where
9.5 Services we may introduce require certain rules to ensure they can be enjoyed by our customers. If we publish a policy, we will let you know – such a policy may be amended from time to time – for instance, if we discover that the Services are being used fraudulently or for fraudulent purposes, or the excessive use of certain Services is causing problems for us, our network provider, or its MNO, its systems or for other users or if we introduce new services which may require certain rules to ensure that such new services can be enjoyed by our customers, again, we will let you know if this happens.
10 RESPONSIBLE USE OF MESSAGING AND STORAGE SERVICES
10.1 While using the Messaging Services, you must not send or upload:
10.1.1 anything that is copyright protected, unless you have permission;
10.1.2 unsolicited bulk or commercial communications or other unauthorised communications, or knowingly send any viruses; or
10.1.3 anything that is obscene, offensive, abusive, defamatory, menacing, harassing, threatening or is unlawful in any other way.
10.2 We may put limits on the use of certain Services, such as Messaging Services or Storage Services. For example, we may limit the size of messages or storage space.
10.3 While we have no obligation to monitor the Messaging Services or Storage Services, if you exceed our use limits set out in our fair use policy, or we are made aware of any issues with your use of these Services, (for example, if we are made aware that you are using Services in any of the ways prohibited in Section 4.8 above) we reserve the right to remove or refuse to send or store content on your behalf.
11 RESPONSIBLE USE OF AGE RESTRICTED SERVICES
If you are under 18, you are not permitted to access our Age Restricted Services (if any). If you are 18 or over and you access the Age Restricted Services, you must not show or send content from the Age Restricted Services to anyone under 18. You must also ensure that you have deactivated any access to Age Restricted Services if you let anyone under 18 use your Handset.
12 RESPONSIBLE USE OF SERVICES OUTSIDE THE UK
If you use Services from a country outside the UK, your use of the Services may be subject to laws and regulations that apply in that other country. We are not liable for your failure to comply with those laws or regulations.
13 OUR RIGHTS – INTELLECTUAL PROPERTY
13.1 All rights, including copyright in Services and their content, belong to us, our network provider, its MNO, or our licensed source, such as a content provider. We and they reserve all our and their rights.
13.2 The ‘Vodafone’ mark and other related images, logos and names on the Services are proprietary marks of the Vodafone group of companies. We and they reserve all our and their rights.
14 SUSPENSION OF SERVICES
14.1 We may Suspend any or all of the Services you use without notice if:
14.1.1 we reasonably believe you have provided us with false or misleading details about yourself;
14.1.2 we advise you that your excessive use of Services (as may be defined in accordance with Section 4.7 above) is causing problems for other users, and you are continuing to use Services excessively;
14.1.3 we believe your Handset or SIM has been lost or stolen;
14.1.4 we reasonably believe that you have used Services, the SIM(s) or a phone number for illegal or improper purposes in contravention of our responsible use requirements in Section 4 above;
14.1.5 we receive a serious complaint against you which we believe to be genuine (for example, if we receive a complaint that you are using Services in any of the ways prohibited in Sections 4.5, 4.8 and 4.11). If this happens, we will deal with the complaint in the manner set out in Section 7;
14.1.6 we are required to suspend your Services by the emergency services or other government authorities; or
14.1.7 we reasonably believe you have permitted your Handset to be unlocked via any unauthorised manner and/or have not paid any relevant Charges due in contravention of Section 3.4 above.
14.2 We may turn off your Messaging Services if they are inactive for an extended period of time - we will let you know before this happens. If we do turn off your Messaging Services we will have no obligation to maintain any of the content in your Messaging Services, or to forward any unopened or unsent messages to you, or anyone else.
14.3 If we Suspend any or all of your Services, you will still be able to make emergency calls (unless they have been Suspended at the request of the emergency services).
14.4 If your Services are Suspended, we may agree to re-Connect you if you ask us to do so and there may be a re-Connection Charge for this.
15 ENDING THIS AGREEMENT AND DISCONNECTION OF SERVICES
15.1 You may end this agreement in the following ways:
15.1.1 You can end the agreement during your Minimum Term (if you have one) by giving notice at least 30 days before the date you want to end the agreement. However, you must pay us all the Charges you owe, plus any Cancellation Fee.
15.1.2 On 30 days’ notice, outside the Minimum Term. You can end the agreement if your agreement does not contain a Minimum Term, or if you want to end the agreement at the end of your Minimum Term or any time after your Minimum Term has expired, provided you give notice to Customer Services at least 30 days before the date you want to end the agreement.
15.1.3 Within one month of a detrimental variation to your agreement. You can end the agreement within one month of us telling you about a variation to your agreement which is likely to be of detriment to you. You must give written notice within that month and your agreement will finish at the end of that month once we receive your notice.
15.2 We may end this agreement in the following ways:
15.2.1 On 30 days’ notice, outside the Minimum Term. If your agreement does not have a Minimum Term, or the Minimum Term has expired, we can end this agreement by giving at least 30 days’ notice of ending the agreement. because of your conduct.
15.2.2 In the following cases, we may end your agreement immediately and you have to pay all the Charges you owe up until we Disconnect you:
22.214.171.124 if we have the right to Suspend your Services on any of the grounds in Section 4.5 and we believe that the grounds are serious and have not been, or are unlikely to be, rectified;
126.96.36.199 if we believe that your use of our Services, are jeopardising the operation of our, our network provider’s, or its MNO’s network, or are of an unacceptable nature; or
188.8.131.52 in the event of your bankruptcy, insolvency or death.
15.2.3 No network access or Services. We may end your agreement if we no longer have access to other operators’ networks which we need to provide Services, or if we are no longer able to provide Services due to factors beyond our control or because we cease business.
15.3 Once you are Connected, you can only end this agreement in the ways set out in this Section 15. However, if you are a consumer, any statutory rights which you may have, which cannot be excluded or limited, will not be affected by this section. For more information on your statutory rights, contact your local authority Trading Standards Department or Citizen’s Advice Bureau.
16 EFFECT OF THIS AGREEMENT ENDING
16.1 If this agreement ends, we will close your account and Disconnect you and you will not be able to use Services or make emergency calls.
16.2 You must immediately pay all Charges you owe up to the date the agreement ends. If we end the agreement due to your conduct or if you end your agreement within the Minimum Term, the Charges will include a Cancellation Fee.
Limits on our liability
17.1 All of our obligations to you relating to Services are set out in your agreement. If you wish to make any variations to this agreement or rely on any other term, you must obtain our agreement to the variation or term in writing.
17.2 Except as set out in 17.3: (a) all other terms, conditions and warranties relating to Services are excluded; our, our (b) network operator’s and its MNO’s, entire liability to you for something we do or don’t do will be limited to £3,000 for one claim or a series of related claims; and (c) we, our network operator and its MNO, are not liable for any loss of income, business or profits, or for any loss or corruption of data in connection with the use of Services. We, our network operator and its MNO, are not liable for any loss or damage that was not reasonably foreseeable when you entered into the agreement.
17.3 Nothing in this agreement removes or limits our liability for fraud, for death or personal injury caused by our negligence or for any liability which can’t be limited or excluded by applicable law. If you are a consumer, the terms of this agreement will not affect any of your statutory rights which you have, which cannot be excluded by this agreement. For more information on your statutory rights, contact your local authority Trading Standards Department or Citizen’s Advice Bureau.
18 SERVICES – AREA WHERE WE HAVE NO RESPONSIBILITY
18.1 We will try to ensure the accuracy, quality and timely delivery of Services. However:
18.1.1 we, our network operator and its MNO, accept no responsibility for any use of, or reliance on, Services or their content, or for any disruptions to, or any failures or delays in, Services. This includes, without limitation, any alert Services or virus detection Services; and
18.1.2 subject to Section 17.3 we, our network operator and its MNO, do not make any representations as to the accuracy, comprehensiveness, completeness, quality, currency, error-free nature, compatibility, security or fitness for purpose of Services or their content. They are provided to you on an ‘as is’ basis; and
18.1.3 we, our network operator and its MNO, are not providing you with advice of any kind (including without limitation investment or medical advice). Where Services contain investment information, we do not make invitations or offer inducements to enter into any investment agreements.
18.2 We, our network operator and its MNO, will not be liable:
18.2.1 for any loss you may incur as a result of someone using your PINs or passwords, with, or without, your knowledge; or
18.2.2 if we or they cannot carry out our duties, or provide Services, because of something beyond our control.
18.2.3 if we provide alerts or autobars, these features will be provided on a reasonable endeavours basis. In certain circumstances which are beyond our control, such as delays in call data being received from our network partner, overall charges may exceed the set limit and are still liable to be paid for under your terms & conditions.
19 OTHERS’ CONTENT AND SERVICES – AREAS WHERE WE HAVE NO RESPONSIBILITY
19.1 You may be able to use Services:
19.1.1 to upload, email or transmit content using Services; and
19.1.2 to access content which is branded or provided by others and to acquire goods and services from others. Where we provide you with such access, all we do is transmit the content to you and we do not prepare or exercise control over the content, goods or services. We and our network operator are not responsible or liable in any way for, and do not endorse, any of this content, goods or services.
19.2 This Section 9 will apply even after this agreement has ended.
20 PRIVACY NOTICE AND YOUR INFORMATION
20.1 We may pass and share your organisation’s information and user’s personal information to our network provider, or its MNO, other communications service providers and network operators for the detection and prevention of theft and fraud, and to carry out any activities or disclosures to comply with any regulatory, government or legal requirement.
20.2 If you use Services from a country outside the UK it may be necessary to transfer your information to that country. If that country is outside of the EEA, the treatment of your personal information may be subject to laws and regulations applying in that country and which may not 10.2 protect your information to the same standards applying in the UK and the EEA.
20.3 You must keep any passwords and PIN numbers relating to your account and the Services safe and secure. You must not share them with anyone else. If you find or suspect that anyone else knows your passwords or PIN numbers, or can guess them, you must contact us immediately and ask us to change them. This is your responsibility.
21 OTHER TERMS
21.1 This agreement is governed by English law unless you live in Scotland in which case, it will be governed by Scottish Law. Each of us agrees to only bring legal actions about this agreement in a UK court. If you, or we or our network provider, or its MNO, delay, or do not take action to enforce our respective rights under this agreement, this does not stop you, or us or them, from taking action later.
21.2 If any of the terms in this agreement are not valid or legally enforceable, the other terms will not be affected. We may replace any item that is not legally effective with a similar term that is.
21.3 We may assign or transfer our rights and obligations under your agreement to a party who agrees to continue complying with our obligations under this agreement, provided that your rights under the agreement or any guarantees given by us to you are not affected. No other person (other than our assignee, if any) may benefit from this agreement.
21.4 In exceptional circumstances, a government authority may order the reallocation or change of phone numbers, in which case we may have to change your phone number for Services. You confirm that you have full contractual capacity to agree to the agreement.
22 THIRD PARTY RIGHTS
22.1 This agreement is entered into by us for the benefit of us, our network provider, and its MNO.
22.2 For the purposes of the Contracts (Rights of Third Parties) Act 1999 it is intended that our network provider, Gamma Telecom Ltd and its MNO will have the right to enforce any rights conferred on it under this agreement and to that extent Gamma Telecom Ltd and its MNO will have the same rights against you as would be available if they were a party to this agreement.
23 GSM GATEWAYS AND VOIP
You shall not connect any GSM Gateway to the network for illegal purposes including the unlawful provision of electronic communication services (as defined in the Communications Act 2003) to a third party or which is not compliant with any relevant laws or the MNO’s commercial policy. You shall not use the Services for the purposes of Voice-over-Internet-Protocol service or similar service, unless otherwise agreed in writing by us.
24 SERVICE LEVELS
24.1 This Clause contains the details of the SLA covering faults experienced with Immervox’s Mobile service, as detailed in the table below:
Glossary for Terms of Services
Additional Services: additional or supplemental services for which a charge is made in addition to the fixed periodic charges for the Services (if applicable).
Age Restricted Services: any Services for use only by customers 18 or over.
Cancellation Fee: means, a fee charged if we end the agreement due to your conduct or if you end your agreement within the Minimum Term. This fee may cover (without limitation) your fixed periodic Charges for the Minimum Term, our administrative costs, costs incurred by us in Connecting and Disconnecting the Services and our payments to operators, network providers, stores or agents.
Charges: charges for access to, and use of, Services. These charges may cover (without limitation) fixed periodic charges, usage charges, account administration fees, fees for Connection and reConnection, a Cancellation Fee (where applicable) and any costs incurred in collecting outstanding payments from you. Connection:
the procedure by which we give you access to Services. ‘Connected’, ‘Connecting’, and ‘reConnection’ have corresponding meanings.
Damage: any accidental, sudden and unforeseen damage to the Handset caused by external means which affects the operational functioning of the Handset.
Disconnection: the procedure by which we stop your access to Services. ‘Disconnected’ and ‘Disconnecting’ have corresponding meanings.
GSM Gateway: any equipment containing a SIM card which enables the routing of calls from fixed apparatus to mobile equipment by establishing a mobile to mobile call.
Handset: the device or mobile handset that is authorised by us for Connection to the network which is used to access Services.
Messaging Services: any email, fax and voicemail Services, text message and multimedia messaging Services, personal information management and other message or communication facilities which let you communicate with others.
Minimum Term: the minimum fixed term for the supply of Services.
MNO: the mobile network operator providing network services to Gamma Telecom Ltd. Premium Services: any Services which are charged at premium rates. You can only access these Services – such as international calling and international roaming – with our approval.
Services: the services offered by us, including call services, Messaging Services, Storage Services, Age Restricted Services and Premium Services, which we agree to provide for you.
SIM: a card which contains your phone number and enables you to access Services.
Storage Services: any Services which offer you storage capacity on the network for storage of content which you access from us.
Suspension: the procedure by which we temporarily Disconnect your access to the Services. ‘Suspend’ has a corresponding meaning.
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