CellhireConnect Conditions

terms

Cellhire PLC - CellhireConnect Conditions

Interpretation

1.1 In these conditions:-
“Agreement” the terms and conditions of this Agreement including any other schedules or annexes, supplementary conditions or other terms incorporated into or referencing this Agreement from time to time (and as may be amended from time to time).

“Airtime” means use made of a Network by the Customer with Equipment supplied by Cellhire.

“Cellhire connection” means an Agreement to supply Airtime with or without Equipment.

“Charges” means the sums due to Cellhire from the Customer for Services; Call charges, Line Rental and any other chargeable items.

"Commencement Date" means in relation to each Connection, the date of its connection to a Network by Cellhire.

“Connect Agreement” means the specific contractual information and associated details with each Connection with or without Equipment.

“Contract” means this contract for the provision of services to the Customer, together with all Annexes hereto, as the same may be amended from time to time.

"Customer" means the person, firm, company or other organisation named as the Customer in the attached Agreement for Mobile Solutions.

"Equipment" means the Mobile Devices, SIM Cards and any other accessories specified in any Agreement provided by Cellhire for the Customer for the purposes of using the Services.

"Hardware/Airtime Fund” means the funding made available by Cellhire to The Customer so that they can purchase new hardware or pay airtime in the future.

"Network" means a telecommunications system network operator.

"Order" means any agreement between Cellhire and the Customer for the provision of Services by Cellhire to the Customer.

"Parties" means Cellhire and the Customer and "Party" means either of them.

“Services” means the provision of Connections through which to access Airtime which may be with or without Equipment and/or Additional Services.

"Term" means the period from the date of connection to its termination in accordance with the Price Plan and these Conditions of Business.

1.2 Words and phrases set out in a specific Agreement shall have the same meaning as in these Conditions of Business.

2. Use of Equipment

2.1 The Customer must:
2.1.1 Only use Equipment in accordance with any applicable statutory provisions;
2.1.2 Not use or allow others to use Equipment for any illegal immoral or improper purpose or in such a way as to adversely affect the Network;
2.1.3 Comply with any reasonable instructions notified to the Customer by Cellhire concerning use of the Equipment;

3. Provision of the Services

3.1 Subject as set out in these Conditions, Cellhire will make all reasonable efforts to connect the Devices and/or the SIM Cards to the Network immediately upon receipt of the signed Purchase Order from the customer.

3.2 Cellhire will use all reasonable endeavours to maintain the Services and the provision of the Additional Services throughout the Term.

3.3 If Cellhire does not connect a particular item of Equipment or discontinues the provision of any of the Additional Services at any time, the remainder of the Services provided through the Mobile Solutions shall continue to apply. The customer will be liable for the payment of ‘Charges’ in respect of ‘Services’ only from the day of connection and will cease to be applicable from any future date of disconnection subject to clause 4.8.

4. Payment for Services

4.1 The Customer shall pay for the equipment in full if the equipment is being purchased. No equipment will be dispatched to the Customer until payment has been received.

4.2 In relation to each connection the Customer shall pay the Line Rentals and Additional Services to Cellhire each month in advance from the Commencement Date of the Cellhire connection to the expiry of the Term.

4.3 Cellhire shall invoice the Customer for the Services monthly in advance for monthly Subscription charges and monthly in arrears for call and message charges. Charges in respect of Services not supplied directly by Cellhire such as (but not limited to) Roaming may be invoiced several months in arrears.

4.4 The Customer shall pay the charges in accordance with the terms of payment (30 days). Receipts for payment will be issued only upon request.

4.5 If any due sums payable under a Cellhire connection is overdue and not in dispute, Cellhire shall be entitled to:-
4.5.1 Charge interest on any overdue amounts at the rate set out from time to time in the Late Payments of Commercial Debts (Interest) Act 1998, interest to accrue on a daily basis, and
4.5.2 Bar calls on the relevant connections to the Network

4.6 All sums payable under a Cellhire connection are exclusive of VAT, which shall be added at the applicable rate.

4.7 Cellhire may vary the prices of the Services at any time by thirty days prior written notice to the Customer and the Customer will be deemed to have accepted these new charges unless they notify Cellhire in writing and serve 30 days notice to terminate the connections subject to clause 5.1 & 5.2.

4.8 The Customer shall be liable for the Call Charges made from any Equipment which is lost or stolen until Cellhire has been notified of such loss or theft. Such notification may be by telephone in the first instance and then must be confirmed in writing, email or by fax within 24 hours of the original notification. Customer will not be responsible for calls made after such notification providing that the initial notification is in writing or is confirmed in writing as required within 24 hours of the original notification. A police incident number must be provided where equipment has been stolen.

4.9 Payment is by direct debit mandate for the monthly charges, if direct debit is not selected a monthly fee of £3.00 will charged per connection.

4.10 Prior to termination of the contract, the Customer will achieve the Minimum Spend Commitment as detailed in Section 1. If the Customer fails to achieve this level they will either, extend the contract term until this Minimum Spend Commitment is met, or pay Cellhire the remaining balance between the Minimum Spend Commitment and the Actual Spend.

5. Duration

5.1 Subject to any proposed price variation in Clause 4.7 by Cellhire, each Cellhire connection shall commence on the date of connection and continue for the Term and thereafter. It can be brought to an end by either party giving 30 days written notice to the other to expire on or any time after the expiry of the Term. For the avoidance of doubt the minimum period of contractual payments will be the agreed Term.

5.2 Cellhire may terminate a Cellhire connection at any time if:
5.2.1 The Customer fails to comply with the terms of the Cellhire connections.
5.2.2 The Customer enters into any voluntary arrangement with its creditors or becomes subject to an administration order or being an individual or firm becomes bankrupt or being a company goes into liquidation;
5.2.3 An encumbrance takes possession or a receiver is appointed over any of the property or assets of the Customer;
5.2.4 The Customer ceases or threatens to cease to carry on business;
5.2.5 The operation of the Network is discontinued or is no longer available to Cellhire for any reason in which case Cellhire will offer the Customer an alternative solution, which must be acceptable to the Customer.

5.3 If the Customer terminates the contract before the Term as per section 1, the Customer will repay Cellhire a proportion of the Hardware Fund or Airtime Credit based on the number of months outstanding as a percentage of the Term. For example if the Hardware Fund or Airtime Credit is £4,000 for a 24-month Term and the Customer terminates at the end of month 18, the Customer will repay Cellhire £1,000.

5.4 If you wish to port the number at the end of the contract or as a result of termination within term, an administration fee of £25.00 per number.

5.5 On termination of a Cellhire connection the Charges for all Services that have been provided shall be immediately due and payable.

6 Purchase of Equipment

6.1 Each individual piece of Equipment purchased or sold is subject to its product description which sets out any additional specific terms and conditions related to the purchase including any warranties.

6.2 The contract between the Customer and Cellhire will only be completed when Cellhire despatches the Equipment or on commencement of the supply of airtime whichever is the earlier.

7. Liability

7.1 Use of Equipment may be adversely affected by atmospheric conditions and local topography or geography and Cellhire cannot be responsible for the performance of any Equipment or the operation of the Network due to these or any other causes and all representations regarding the same by or on behalf of Cellhire shall have no effect.

7.2 Neither Party shall be liable for any breach of its obligations under a Cellhire connection caused by circumstances beyond each party’s reasonable control.

7.3 Nothing in this clause shall affect the Customer's statutory rights or exclude any liability which may not be excluded under statute but subject thereto Cellhire will not be responsible for any liability claim loss damage or expense of any kind whether direct indirect or consequential caused by the Equipment or their failure to operate on the Network or at all.

7.4 Any Equipment and accessories returned to Cellhire are at the Customers own risk.

8. Title of Equipment

8.1 No Equipment will be provided to the Customer until an Agreement has been signed.

8.2 Cellhire will deliver the Equipment and accessories at its own risk to the Customer as soon as possible after the date of the Order but shall not incur any liability to the Customer in the event of any delay caused by circumstances beyond its control.

8.3 The Ownership of any Equipment purchased will pass to the Customer on completion of the contract between the Customer and Cellhire as set out in 6.2.

8.4 The Mobile Number or the SIM Card Number shall at all times during the term of this agreement as per section 1, remain the property of Cellhire.

9. Applicable Law

9.1 This agreement and schedules shall be governed by and construed in accordance with the Laws of England and the Parties accept the non-exclusive jurisdiction of the English courts.

10. General

10.1 Each Cellhire connection is personal to the Customer and may not be assigned to any third party.

10.2 The headings in these Conditions are for ease of reference only and shall not affect the meaning or construction of these Conditions.

10.3 No waiver by Cellhire of any breach of any condition within a Cellhire connection shall be considered as a waiver of any subsequent breach of the same or any other provisions in that or any other Cellhire connection.