Voice Mobile B2B Terms and Conditions
These Terms & Conditions apply to any customers placing orders online or via the telephone:
The legal terms you need to know about your pay monthly mobile communications service.
1.INTRODUCTION AND DEFINITIONS
1.1 The Customer (as defined in clause 1.2 below) understands that in order to receive the Equipment/Services (as defined in clause 1.2 below) and the Airtime Services (as defined in clause 1.2 below) it is required to enter into two separate agreements.
1.1.1 The Agreement; and
1.1.2 The Airtime Agreement with the relevant network/service provider.
1.2. The following words and expressions shall have the meanings set out below:
"Agreement" the order form setting out the agreed commercial terms between Voice Mobile Limited and the Customer which incorporates these Standard Terms and Conditions."Agreement" the order form setting out the agreed commercial terms between Voice Mobile Limited and the Customer which incorporates these Standard Terms and Conditions.
"Airtime Agreement" means the agreement which governs the provision of Airtime Services from the relevant network/service provider, a copy of which will be provided with this Agreement;
"Airtime Services" means cellular mobile telecommunications airtime and network capacity procured from a network/service provider;
"Connection" means the connection of an End User to a network or service provider such that the End User is capable of accessing and utilising the Airtime Services;
"Customer Credit" means the sum payable by Voice Mobile Limited to the Customer as is determined by Voice Mobile Limited in its sole discretion, taking into consideration the number of Connections which the Customer is taking out, any other Credits provided by the network/service provider to the Customer during the Minimum Term, the applicable tariffs and the Minimum Term which the Customer is prepared to enter into.
"Customer" means the person/company authorised to order the Equipment/Services and/or the Airtime Services whose full details are set out on the order form of this Agreement;
"Downward Migration" means in respect of a Connection, the transfer (at the request of the Customer) from one tariff provided by the network/service provider ("the Old Tariff') to another tariff provided by that same network/service provider ("the New Tariff') which results in the Customer being charged a lower monthly line rental under the New Tariff than it was being charged under the Old Tariff and the phrase Downward Migrated shall be construed accordingly;
"End User" means a person using Equipment and/or Service who is an employee or contractor of the Customer;
"Equipment" means mobile telecommunications handsets and other associated equipment;
"Minimum Term" means the minimum period of time which the Customer has agreed to maintain Connection(s) under the Airtime Agreement;
"Network Connect Commission" means commission paid to Voice Mobile Limited by the network/service provider in respect of that Connection
“Network Clawback” means where the network claws back amounts paid to Voice Mobile, of any nature, that relates to a customer’s account
"Services" means any services ordered by the Customer and provided by Voice Mobile Limited;
2.1. Unless other terms and conditions are expressly accepted by Voice Mobile Limited by means of a specific written amendment signed by a director of Voice Mobile Limited the supply of Equipment and or the provision of Services will be on the terms and conditions set out in this Agreement to the exclusion of any other terms and conditions whether or not the same are endorsed upon, delivered with or referred to in any purchase order or other document delivered or sent by the Customer to Voice Mobile Limited.
2.2. For the avoidance of doubt, the terms and conditions set out in this Agreement will also apply to any order placed by provision of email for Equipment and/or Services by the Customer to Voice Mobile Limited.
3. SUPPLY OF CUSTOMER EQUIPMENT
3.1 In consideration of the Customer entering into the Airtime Agreement, Voice Mobile Limited undertakes (subject to the terms of this Agreement) to supply to the Customer such Equipment/Services as is ordered by the Customer from time to time.
3.2. Voice Mobile Limited shall use its reasonable endeavours to deliver the Equipment on the date agreed by the parties.
3.3.Not with standing delivery and acceptance of the Equipment to the Customer, title to the same will not pass to the Customer but will be retained by Voice Mobile Limited at all times.. If whatever reasons this Agreement comes to an end (including for the avoidance of doubt the expiry of this Agreement) the Customer must return all Equipment to Voice Mobile Limited within 14 days of the day on which this Agreement ends. If Voice Mobile Limited has not received all of the Equipment within 14 days of the day on which this Agreement ends, it shall (at its sole discretion) be entitled to charge the Customer a sum equal to the cost of the Equipment (valued as at the date of this Agreement) which has not been received by Voice Mobile Limited.
3.3 Not with standing delivery and acceptance of the Equipment to the Customer, title to the same will not pass to the Customer but will be retained by Voice Mobile Limited at all times.. If whatever reasons this Agreement comes to an end (including for the avoidance of doubt the expiry of this Agreement) the Customer must return all Equipment to Voice Mobile Limited within 14 days of the day on which this Agreement ends. If Voice Mobile Limited has not received all of the Equipment within 14 days of the day on which this Agreement ends, it shall (at its sole discretion) be entitled to charge the Customer a sum equal to the cost of the Equipment (valued as at the date of this Agreement) which has not been received by Voice Mobile Limited.
3.4 The risk in the Equipment will pass to the Customer upon delivery and the Customer will be liable for any loss or damage of the same as and from the time when the Equipment is delivered to the address notified by the Customer.
3.5 The Customer undertakes to notify Voice Mobile Limited as to any alleged defect, shortage or discrepancy in any Equipment within 48 hours of delivery of the Equipment to the Customer. In the event that the Customer fails to notify Voice Mobile Limited within this period then the Customer will be deemed to have accepted the Equipment and Voice Mobile Limited shall have no liability to the Customer whatsoever in respect of such Equipment.
4. PROVISION OF THE SERVICES
4.1 Voice Mobile Limited shall use its reasonable endeavors to provide the Services on the dates agreed by the parties.
4.2 Voice Mobile Limited shall use its reasonable endeavors to ensure that the Services are provided with reasonable skill and care.
5. CHARGES AND PAYMENT
5.1 The Customer hereby agrees to pay Voice Mobile Limited for each item of Equipment and any Services ordered by and provided to the Customer upfront or where agreed within 30 days from the date of the invoice issued by Voice Mobile Limited.
5.2 Interest at an annual rate of 5% above Lloyds Bank base rate from time to time will accrue daily and be calculated on a daily basis on overdue accounts from the due date until payment.
5.3 If a debt collection agency is instructed in relation to 5.4.1, 5.4.2, 5.4.3 or any other reasons outlined in this agreement to act on behalf of Voice Mobile Limited, additional costs including the cost of collection may be incurred.
5.4.1 None payment of invoices outstanding to Voice Mobile
5.4.2 None payment of invoices to Mobile Network or service provider.
5.4.3 If the contract is cancelled before the minimum term for the remainder of the rental due and for the equipment supplied.
6.PAYMENT AND RECLAMATIONS OF CREDITS
6.1 Subject to the remaining provisions of this clause 6, Voice Mobile Limited may, acting in its sole discretion, provide the Customer with a Credit as a result of the Customer entering into the Airtime Agreement with the network/service provider.
6.2 Voice Mobile Limited at its sole discretion may provide a Credit to the Customer using the following methods set out below or any combination of them:
6.2.1 Deducting the sum equal to or part of the Credit from the value of the Equipment or the Services which the Customer orders from Voice Mobile Limited;
6.2.2 A payment of the sum equal to or part of the Credit to the Customer; and/or
6.2.3 Using such amount to discharge any termination charges (applicable to line-rental only) levied upon the Customer by the relevant network/service provider for terminating their previous airtime agreement subject to the following:
188.8.131.52 Within 7 days from the date which the Connection(s) commenced Voice Mobile Limited being provided with a copy of the relevant invoice from such network/service provider confirming the amount required to discharge any termination charges (applicable to line-rental only);
184.108.40.206 Voice Mobile Limited having first received the commission in full from the network/service provider in respect of the tariff applied to a Customer in connection with the Airtime Agreement. If for whatever reason Voice Mobile Limited does not receive the commission in full from the network/service provider referred to above it reserves the right (at its sole discretion) to withhold payment of monies to discharge termination charges (for line-rental only) applicable to the Customer's credit agreement until payment of the commission referred to above has been received in full.
6.3 A Credit(or installment payment of a Credit) shall be paid to the Customer by Voice Mobile Limited (at its sole discretion) at any time during the Minimum Term (subject to it first receiving an invoice from the Customer for the Credit within 30 days of the date on which the Connection(s) commenced) provided that;
6.3.1 At all times all the Connections are still active on the relevant payment date that the Credit (or installment payment of the Credit) is due;
6.3.2 Where the invoice referred to in clause 6.3 is payable in installments or after a prescribed period of time the appropriate trigger date has passed;
6.3.3 The invoice referred to in clause 6.3 has been raised in accordance with the provisions of this Agreement;
6.4 Where a Credit is to be provided by Voice Mobile Limited in accordance with clause 6.2.1, this amount will be provided during the Minimum Term;
6.5 In the event that the Customer has failed to invoice for a Credit to Voice Mobile Limited within 30 days of the date on which the minimum term ends, pursuant to clause 6.3, then the Customer's right to the Credit shall cease.
6.6 The Customer acknowledges that the payment of the Credit is conditional upon;
6.6.1 The Customer maintaining each Connection for duration of the Minimum Term;
6.6.2 The Customer not Downward Migrating any Connection at any time during the Minimum Term;
6.6.3 Voice Mobile Limited receiving an invoice for the Credit from the Customer within the term which the Connection(s) commenced pursuant to clause 6.3; and
6.6.4 As such other conditions as are notified to the Customer from time to time by Credit Limited.
6.7 Voice Mobile Limited shall be entitled to reclaim from the Customer the Credit (or such proportion of the Credit) already paid to the Customer (or withhold such amount from any Credit or installment of a Credit to be paid to the Customer) in the event that;
6.7.1 A Connection is for any reason whatsoever disconnected prior to the expiry of the Minimum Term; or
6.7.2 A Connection is for any reason whatsoever Downward Migrated during the Minimum Term; or
6.7.3 The relevant network/service provider (for any reason whatsoever) reclaims or withholds in full or in part from Voice Mobile Limited any Network Connection Commission.
6.8 The proportion of the Credit that Voice Mobile Limited shall be entitled to reclaim from the Customer shall be the Monthly Credit amount for each month (and such pro data amount for each incomplete month) of the balance of the Minimum Term which is unexpired at the date of disconnection or the Downward Migration.
6.9 In the event that for any reason howsoever (including for the avoidance of doubt a Customer failing to enter into the Airtime Agreement with the relevant network/service provider in accordance with clause 1.1.2):
6.9.1 A Customer cancels prior to the date of Connection; and/or
6.9.2 A Connection is disconnected prior to the expiry of the Minimum Term and/or
6.9.3 A Connection is Downward Migrated during the Minimum Term; and/or
6.9.4 At any time during the Minimum Term for the period of one calendar month there is (in Voice Mobile Limited's reasonable opinion) no reasonable use/activity in respect of a Connection; which is subject to network claw back, then Voice Mobile Limited shall be entitled to charge the Customer the following:
220.127.116.11 £300 for each Connection which is cancelled, disconnected or Downward Migrated it being agreed that this is a genuine and fair estimate of the cost to Voice Mobile Limited of default on the part of the Customer ; and/or
18.104.22.168 A sum (up to a maximum of £300) representing a genuine and fair estimate of the cost to Voice Mobile Limited of default on the part of the Customer for each Connection deemed inactive in accordance with clause 6.9.4; and/or
22.214.171.124 A sum equal to the cost of the Equipment (valued as at the date of this Agreement) which is subject to cancellation, disconnection or Downward Migration.
6.10 Any sum which is reclaimed, withheld from or charged to the Customer pursuant to clauses 6.7- 6.9 shall be invoiced to the Customer by Voice Mobile Limited and such sum shall be payable (unless withheld) within 30 days of the date of such invoice.
The Customer acknowledges that Voice Mobile Limited is not the manufacturer of the Equipment, and accordingly, that the warranty given by Voice Mobile Limited is limited as follows.
7.1 If any Equipment, proved to the reasonable satisfaction of Voice Mobile Limited, is found to be defective then:
7.1.1 Provided that the Equipment is returned to Voice Mobile Limited within 14 days of the date of its delivery Voice Mobile Limited will at its option:
126.96.36.199 Repair the Equipment;
188.8.131.52 Replace the Equipment;
184.108.40.206 Substitute substantially equivalent goods; or
220.127.116.11 Credit the Customer in respect of any such Equipment.
18.104.22.168 This does not affect the customer’s right to the warranty provided by the manufacturer or Voice Mobile’s right to refer the customer to it.
7.2 For the avoidance of doubt, where Voice Mobile Limited replaces Equipment or provides substitute goods, the original Equipment returned by the Customer will belong to Voice Mobile Limited, provided that these obligations on the part of Voice Mobile Limited will not apply where:-
7.2.1 The Equipment has been altered in any way whatsoever or has been subjected to misuse or unauthorised repair; or
7.2.2 The Equipment has been improperly installed or connected (unless Voice Mobile Limited carried out such installation and connection); or
7.2.3 The Customer has failed to observe any maintenance requirements relating to the Equipment; or
7.2.4 The Equipment has been expressly sold on a "no warranty" basis or in respect of any promotional items supplied from time to time with or in connection with the Equipment.
7.3 A customer is purchasing an Apple product and such product falls within the Apple warranty Terms and Conditions, the Apple terms and conditions take precedent.
7.4 Save as expressly provided in this Agreement Voice Mobile Limited hereby excludes all conditions, warranties and stipulations express or implied, statutory, customary or otherwise which but for such exclusion would or might subsist in favour of the Customer.
8. LIMITATION OF LIABILITY
8.1 Voice Mobile Limited liability for loss or damage of any kind whatsoever, however such liability arises and whether in contract, tort, for breach of statutory duty or otherwise, under or in connection with;
8.1.1 This Agreement and/or
8.1.2 Any matter collateral to this Agreement and/or in respect of any representation or misrepresentation(other than a fraudulent misrepresentation made by or on behalf of Voice Mobile Limited);
Shall in no circumstances exceed the sum paid by the Customer to Voice Mobile Limited in respect of the Equipment and/or Services with which such liability arises provided that nothing in this clause shall limit or exclude liability for death or personal injury arising from Voice Mobile negligence
8.2 Save as otherwise provided, Voice Mobile Limited will be under no liability under this Agreement for any personal injury, death, loss or damage of any kind whatsoever (other than death or personal injury resulting from Voice Mobile Limited negligence) whether consequential or otherwise including but not limited to loss of profits, pure economic loss, loss of business and depletion or goodwill.
8.3 Save for death or personal injury resulting from Voice Mobile Limited's negligence, Voice Mobile Limited shall not be liable to the Customer for any loss as a result of electromagnetic frequencies or any similar result from use of the Equipment.
8.4 For the avoidance of doubt, notice given under this Agreement shall be validly served if sent by e-mail.
8.5 No variation to this Agreement may be made unless set out in writing and signed by a director of Voice Mobile Limited.
8.6 This Agreement shall be governed by English law and the parties submit to the exclusive jurisdiction of the English Courts.
8.7 Voice Mobile cannot and will not be held responsible for any emissions, lack of service, disruption to coverage or any other issue that are the responsibility of the mobile network/service provider.
8.8 Voice Mobile shall in no circumstances be liable for any liability which arises from the use of any mobile, equipment or network supplied by Voice Mobile to the user in relation to the health of the user or the safety of the user. In all circumstance Voice Mobile states the use of mobile phones is entirely of the risk of the employer or employee of the customer.
8.9 The customer acknowledges and agrees and exonerates Voice Mobile from all claims of whatever nature in relation to all equipment and services supplied by Voice Mobile to the customer relating to the use of the equipment. Including but not limited to; a. Health of the user b. Safety of the user c. Issues caused by the use of the equipment or services.
8.10 The customer is fully responsible for all data and technological software contained within the device and agrees that Voice Mobile has no liability of any nature in relation to the storing of data or the use of such software.
8.11 By taking out the contract the customer agrees the correct and proper analysis of requirements was carried out and that the order was based on a true and reflective basis of requirements as detailed during joint analysis.
9. MINIMUM CONTRACT TERM / TERMINATION / CHANGING TARIFFS
9.1 Our offers with monthly contract phones and packages are subject to the minimum contract term agreed by you. Upon expiry of the minimum contract term the contract will continue to run on a rolling basis until you give us 90 days written notice to terminate the contract. Your written notice may be given before the minimum term expires but it will not take effect until on or after expiry of the minimum contract term.
9.2 Mobile contract phones and packages are completely dependent on the tariff and minimum contract term selected by you, therefore:-
9.2.1 If you disconnect from the network or otherwise terminate the contract within the minimum contract term for any reason, you will be liable to discharge the following costs (to the extent that they apply to your tariff):
a) The minimum cost of your handset; plus
b) The line rental due for the remainder of the minimum term; plus
c) A proportionate reimbursement for any free gifts and/or cashback received by you; plus
d) An amount equivalent to your average monthly contract overspend for the remainder of the minimum contract term; plus
e) Any additional charges or costs incurred by us and/or your network provider as a result of the contract coming to an end early, such as administration costs and loss of income for the remainder of the minimum contract term.
9.2.2 In the event that any sums due to us on your account are outstanding and become overdue, we reserve the right to refer the matter to our debt collection agency, which will incur additional costs, to be payable by you. Any costs incurred to collect the debt will be added to your debt balance, plus VAT at the prevailing rate. You agree that you will be legally liable to pay us these additional costs, and that recovery of same can be enforced against you in court or by other formal debt recovery action.
9.2.3 Disconnections arising during the initial 14 day cancellation period are the only exceptions to the above clauses 9.2.1 and 9.2.2. However the customer is still responsible for any and all network costs and charges incurred during the preceding 14 days
9.2.4 You must not downgrade your tariff at any point during the minimum term of your contact. In the event that you do, we will invoice you for any outstanding sums connected with the remaining period of the minimum term (as set out in clause 9.2.1 above), calculated upon change of tariff, plus VAT per handset. The charge will be dependent on the tariff selected at the time of the downgrade. A downgrade within the minimum contract term will also result in an adjustment of any outstanding cash back due to you. Also see clause 9.2.5 below for additional sums which may become due as a result of a tariff downgrade.
9.2.5 It is important to note that some networks and service providers will not allow downgrades of tariff during a customer's contract. It is in your interests to select the tariff that is most suitable for your needs at the beginning of a contract, to avoid any tariff downgrades becoming necessary during the term of the contract.
9.2.6 If you choose to 'buy-out' the remaining minimum term on your contract and bring the contract to an end early by paying the value of the remaining line rental and any other sums payable (as detailed in clause 9.2.1 above), you accept that you may no longer be eligible to claim any redeemable offers from Voice Mobile Ltd.
9.2.7 In the event that you are disconnected from the network for any reason within the minimum term of the contract, or if you default on payment, you accept that you will no longer be entitled to any redeemable offer or cash back from Voice Mobile.
9.3 This Agreement may be terminated forthwith at any time by Voice Mobile on written notice to the customer if:
9.3.1 The customer commits a material breach, or series of breaches resulting in a material breach, of the Agreement and such breach is not remediable or is not remedied within 30 days of written notice to do so;
9.3.2 the customer: (i) suspends or threatens to suspend payment of its debts, (ii) is unable to pay its debts as they fall due or (iii) is unable to pay its debts (being a company) within the meaning of s 123 of the Insolvency Act 1986 or (being an individual) within the meaning of s 268 of the Insolvency Act 1986 or (being a partnership) there is any partner to whom any of the foregoing applies;
9.3.3 The customer: (i) negotiates with its creditors for rescheduling of its debts, (ii) makes a proposal to or compounds with its creditors in respect of its debts or (iii) makes an application to court for protection from its creditors generally;
9.3.4 The customer passes a resolution for winding-up or for the appointment of an administrator, or a liquidator or administrator is appointed in relation to the other, or a winding-up order is made in relation to the other;
9.3.5 A receiver or administrative receiver may be or is appointed in relation to the other or any of its assets;
9.3.6 Any creditor of the customer attaches, takes possession of, or any distress, execution or similar process is levied or enforced against, all or any part of the customer's assets, and such attachment or process is not discharged within 14 days;
9.3.7 The customer takes or suffers any action similar to any of the above in any jurisdiction ; the customer suspends trading, ceases to carry on business, or threatens to do either;
9.4 In addition to its rights under clause 9.3, Voice Mobile Limited may terminate the Agreement at any time:
9.4.1 On 30 days' written notice to the Customer; or
9.4.2 Immediately on written notice to the Customer if the Customer has failed to pay any amount due under the Agreement.
9.5 On termination of the Agreement for any reason:
9.5.1 The Customer will immediately pay all invoices of Voice Mobile Limited then outstanding and not disputed in good faith;
9.5.2 Voice Mobile Limited will, within 7 days, invoice the Customer for all Equipment and/or Services provided but not yet invoiced and the Customer will pay such invoice within a further 7 days (unless the invoice is disputed in good faith);
9.5.3 The accrued rights and liabilities of the parties will not be affected; and
9.5.4 Clauses which expressly or by implication are to survive termination will do so.
10.1 Voice Mobile Limited will be entitled to assign, sub-contract or sub-let this Agreement or any part thereof. The Customer shall not be permitted to assign or sub-let this Agreement or any part thereof without the written consent of Voice Mobile Limited.
10.2 Failure by Voice Mobile Limited to enforce any of the provisions of this Agreement will not be construed as a waiver of any of its rights hereunder.
10.3 Voice Mobile Limited shall be entitled to amend any of the terms of this Agreement upon the giving of 7 days written notice to the Customer.
10.4 In relation to all obligations of the Customer under this Agreement, the time or performance is of the essence.
10.5 The illegality, invalidity or unenforceability of any clause or part of the Agreement will not affect the legality, validity or enforceability of the remainder. If any such clause or part is found by any competent court or authority to be legal, invalid or unenforceable the parties agree that they will substitute provisions in a form as similar to the offending provisions as is possible without thereby rendering them illegal, invalid or unenforceable.
10.6 Each of the parties hereto is an independent contractor and nothing contained in this Agreement shall be construed to imply that there is any relationship between the parties of partnership or of principal/agent or of employer/employee.
10.7 The legal construction of these clauses shall not be affected by their headings which are for convenience of reference only.
10.8 Any demand, notice or communication shall be deemed to have been duly served.
10.8.1 If delivered by hand, when left at the proper address for service
10.8.2 If given or made by prepaid first class post, 48 hours after being posted (excluding Saturdays, Sundays and public holidays)
10.8.3 If given or made by fax at the time of transmission subject to receipt of the appropriate "clear" transmission report provided that where in the case of delivery by hand or transmission by fax such delivery or transmission occurs either after 4.00 p.m. on a Business Day or on a day other than a Business Day service shall be deemed to occur at 10.00 a.m. on the next following Business Day (such times being local time at the address of the recipient) For the purpose of this clause a "Business Day" is a day when the banks in the location of the recipient are open for a full range of banking transactions. Any demand, notice or communication shall be made in writing or by fax addressed to the recipient at its registered office or its address stated in this Agreement (or such other address or fax number as may be notified in writing from time to time).
10.9 For the avoidance of doubt, notice given under this Agreement shall be validly served if sent by e-mail.
10.10 No variation to this Agreement may be made unless set out in writing and signed by a director of Voice Mobile Limited.
10.11 This Agreement shall be governed by English law and the parties submit to the exclusive jurisdiction of the English Courts.
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