Your airtime contract

1. Explanation of certain words

1.1 In this Agreement:

"AIT" means Artificially Inflated Traffic and occurs where the flow of calls to any particular revenue share service is, as a result of any activity on or on behalf of the party operating that revenue share service, disproportionate to the flow of calls which would be expected from good faith commercial practice and usage of the network.

"Affiliate" means any company which is an Associated Company of either party as the term Associated Company is defined under section 416 of the Income and Corporation Taxes Act 1988. "Agreement" means these terms, and any amendments to these terms agreed with the Customer and any Supplemental Agreement.

"Airtime" means wireless airtime and network capacity procured from the Network Operator.

"Airtime Application" means the O2 Airtime Application form signed by the Customer.

"Charges" means the charges for Wireless Services and for Value Added Wireless Services payable to O2 by the Customer in accordance with clause 7.1.

"Commencement Date" means the date upon which Wireless Services are first provided to the Customer pursuant to this Agreement.

"Customer" means the customer of O2 whose details appear on the Airtime Application.

"Device" means the wireless device, or Equipment incorporating a SIM Card.

"Disconnection Notice2 means a notice to disconnect one or more SIM Cards from the Wireless Services given pursuant to clause 6.1.

"Equipment" means the items supplied by O2 to the Customer under this Agreement and includes any Software (but not End-User Licensed Software) and documentation supplied under this Agreement.

"End-User Licensed Software" means any software, the licence terms for which are governed by a separate agreement with the licensor of such software typically by means of a "click- wrap" or "shrink-wrap" licence agreement.

"GPRS Bearer" means the General Packet Radio Service provided by the Network Operator which forms part of the Airtime.

"GSM Gateway" means a device (not designed or adapted to be capable of being used whilst in motion) for wireless telegraphy designed or adapted to be connected by wireless telegraphy to the O2 wireless telecommunications network or the wireless telecommunications system of another network operator and used solely for the purpose of sending and receiving messages conveyed by means of the O2 wireless telecommunications

"Line Rental Charges" means the non-usage dependent part of the Charges, payable on a monthly basis per SIM Card.

"Minimum Period" means the minimum number of months each SIM Card provided under this Agreement must remain connected to the Wireless Services, which unless agreed otherwise in writing shall be 12 months.

"Minimum Term" means the term of 12 months from the Commencement Date or such other period as is referred to in the Charges Schedule.

 

"Mobile Extension" means the service which uses certain wireless extension technology in conjunction with a private circuit or virtual private circuit and that enables certain Devices to operate as part of the Customer’s wireless private or virtual private voice network.

"Network Operator" means the network operator who operates the wireless network or networks to which the SIM Cards are connected.

"Numbers" means the numbers allocated to O2 by the Network Operator and in turn allocated by O2 to SIM Cards.

"O2" means O2 (UK) Limited of 260 Bath Road, Slough SL1 4DX

"O2 Price List" means the notes, descriptions of, criteria for use of, and the list of prices and tariffs which are charged to customers for Equipment, Wireless Services and Value Added Wireless Services and which is supplementary to the Charges. The O2 Price List is available at http://www.O2.co.uk.

"On-Line Account Management Service" means the secure service available to certain O2 customers on specified terms and conditions via the O2 website to access, download, store and make use of online account information.

"Order" means a request by the Customer for Equipment or Wireless Services or a change or variation in respect of the same (but not a disconnection).

"Replacement List Price" means the Charges applicable to Equipment which is not supplied in conjunction with a new SIM Card and which Charges shall be available from O2 upon request from the Customer.

"SIM Card" means the subscriber identity module supplied by the Network Operator (and which shall at all times remain the property of the Network Operator), which is allocated to the Customer by O2, and which contains the Number.

"SMS" means the short message service, which enables text messages to be sent to, and received from Devices.

"SMS Land to Mobile Text Messaging Service" means the short message service, for text messages sent to SIM Cards via a software application in conjunction with a private or virtual private circuit linking the Customer's wireless private or virtual private data network with the Wireless Services.

"Software" means any software (excluding End-User Licensed Software) supplied to the Customer by O2, the Network Operator or any other supplier under the terms of or in respect of this Agreement.

"Supplemental Agreement" means the terms and conditions of the O2 loyalty programme relating to those elements the Customer chooses or is eligible to take.

"Termination Fee" means the standard O2 Price List Line Rental Charges (as stated in the O2 Price List at the date of disconnection which are applicable to the tariff to which the SIM Card was connected prior to disconnection) for the period from the date of disconnection of a SIM Card to the end of the Minimum Period in respect of that SIM Card.

"Termination Notice" means the written notice to terminate this Agreement.

"Wireless Service Period" means the period commencing on the Commencement Date during which period the Wireless Services are provided by O2 to the Customer pursuant to this Agreement.

"Wireless Services" means the provision by O2 to the Customer of Airtime, Equipment, GPRS Bearer, Mobile Extension, Mobile Web, SMS, SMS Land to Mobile Text Messaging Service and/or any other Wireless Services, which O2 may from time to time provide.

"Value Added Wireless Services" means the value added Wireless Services such as installation, insurance, field services, repair etc. as may be made available from time to time by O2 to Business Customers on a non discriminatory basis and details of which appear on the O2 Price List.

2. Orders

2.1 O2 agrees subject to acceptance by O2 of an Order, to supply to the Customer the Wireless Services and Equipment requested in that Order under the terms and conditions contained in this Agreement, and at the Charges specified in the O2 Price List, and O2 undertakes to use all reasonable endeavours to fulfil any Order as soon as reasonably practicable and if possible by the requested dates for delivery/commencement.

2.2 All Orders shall be subject only to the terms of this Agreement. Any alternative terms appearing on or referred to in any other communication, (whether oral, in writing or by electronic means) by the Customer for the purpose of placing Orders shall be ineffective

3. Equipment

3.1 O2 warrants that each item of Equipment will conform in all material respects to the manufacturer’s specification for a period of 12 months (but in the case of Software 90 days) from the date on which each item of Equipment is despatched to the Customer by O2 (the "Warranty Period") unless special conditions associated with certain Equipment apply.

3.2 If, within the Warranty Period, the Customer notifies O2 of any defect or fault in the Equipment in consequence of which it fails to conform in all material respects in accordance with the manufacturer’s specification O2 shall, at O2’s option, do one of the following: repair the faulty Equipment; or replace the faulty Equipment with the same or an equivalent item of Equipment which may be a new or refurbished item; or refund the Charges in respect of the defective or faulty Equipment. In the event that Equipment is provided to replace Equipment which has failed during its Warranty Period, the replacement Equipment will be provided with its own Warranty Period which shall last for the greater of: a) 3 months from the date on which the replacement Equipment is despatched to the Customer; or b) the outstanding period of the original Warranty Period.

3.3 The obligations set out in clause 3.2 shall not apply in the event that any defect or fault does not result from: fair wear and tear; or the Customer, or anyone acting with the authority of the Customer, has amended or damaged the Equipment, or used it for a purpose or in a context, other than in accordance with O2’s or the manufacturer’s instructions and advice.

3.4 Acceptance of the Equipment by the Customer shall take place when the Customer takes delivery or possession of the Equipment. 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 delivery location specified in the Order unless the damage is caused by the negligence of O2.

3.5 Where Equipment is provided to the Customer then notwithstanding delivery and acceptance of the Equipment, title in the Equipment shall not pass to the Customer.

3.6 Following any upgrade of Equipment or disconnection of Equipment from the Wireless Services, O2 shall reserve the right to request the safe return of such Equipment from the Customer to O2 at the Customer’s expense.

3.7 O2 reserves the right to add to, substitute, or to discontinue any item of Equipment at any time. O2 does not guarantee the continuing availability of any particular item of Equipment.

3.8 O2 reserves the right to add to, substitute, or to discontinue any item of Equipment at any time. O2 does not guarantee the continuing availability of any particular item of Equipment.

4. Agreement for the provision of Airtime and Wireless Services.

4.1 O2 agrees to provide the Wireless Services during the Agreement Term.

4.2 O2 reserves the right to add to, substitute, or to discontinue any Value Added Wireless Service at any time. O2 does not guarantee the continuing availability of any particular Value Added Wireless Service.

4.3 The Customer agrees not to use SMS or the SMS Land to Mobile Text Messaging Service for the purpose of marketing or advertising anything to users of wireless services without the consent of those users.

4.4 The Customer agrees that in respect of SMS, O2 is acting as a wireless service provider and as such has no knowledge of, involvement with, or liability for the specific content of any text messages sent to the Customer’s SIM Cards, which do not originate from O2.

4.5 The Customer agrees that in using the SMS Land to Mobile Text Messaging Service:

(a) O2 is acting as a wireless service provider and as such has no knowledge of, i nvolvement with, or liability for the specific content of any text messages sent by the Customer using the SMS Land to Mobile Text Messaging Service; and

(b) the Customer will use reasonable endeavours not to use or permit any other person to use the SMS Land to Mobile Text Messaging Service:

(I) fraudulently or in connection with a criminal offence; or

(II) for the purpose of sending unsolicited text messages; or

(III) to send any material which is offensive, abusive, indecent, defamatory, obscene or menacing, a nuisance or a hoax in breach of any person’s intellectual property rights or rights of privacy or is otherwise unlawful; or

(IV) to cause annoyance, inconvenience or needless anxiety; or

(V) other than in accordance with the acceptable use policies of any connected telecommunications networks.

4.6 Copyright in the On-Line Account Management website and Software belongs to O2 or its licensors. O2 copyright must remain on all reproductions of material from this website. The Customer may access, download, store and make use of only their own online account information and shall agree to any special terms and conditions that apply to the provision of such online account information

4.7 Certain elements of the Wireless Services are dependent on the Customer having suitable infrastructure available and/or using an appropriate Device and in the event that the Customer is unable to provide suitable infrastructure, or fails to use an appropriate Device, then:

(a) some of the Wireless Services may not function correctly ("the Affected Services");

(b) O2 reserves the right not to provide the Customer with the Affected Services; and

(c) O2 shall have no liability for the Customer’s inability to receive the Affected Services

4.8 During the Minimum Period, the Customer shall not be permitted to transfer a SIM Card from the tariff which that SIM Card was originally connected to under this Agreement to another tariff except where O2 at O2's absolute discretion agrees to do so and confirms such a change in writing to the Customer.

5. Service Standards

5.1 O2 warrants that it will perform its obligations in this Agreement with the reasonable skill and care of a competent wireless telecommunications service provider and warrants that the Wireless Services will conform in all material respects to the description of the same in the O2 Price List.

5.2 The Customer acknowledges that the provision of Airtime is subject to the geographic extent of Airtime coverage and local geography, topography and/or atmospheric conditions and/or other physical or electromagnetic interference that may from time to time adversely affect the provision of the Airtime in terms of line clarity and call interference.

5.3 O2 may, where reasonable, from time to time and without notice suspend the Wireless Services and at its discretion disconnect a SIM Card in any of the following circumstances without prejudice to its rights hereunder, provided that it shall use reasonable endeavours to restore the Wireless Services and reconnect the SIM Card as soon as reasonably practicable:

(a) during any technical failure, modification or maintenance of the telecommunications systems by which the Wireless Services are provided; and/or

(b) if the Customer fails to comply with the terms of this Agreement after being given written notice of its failure (including but not limited to failure to pay any sums due hereunder) until such failure to comply is remedied; and/or

(c) if the Customer allows to be done anything which in O2’s reasonable opinion may have the effect of jeopardising the operation of the Wireless Services, or the Wireless Services are being used in a manner prejudicial to the interest of the Customer and/or O2;and/or

(d) d) because of an emergency or upon instruction by emergency services or any government or appropriate authority (including the Network Operator) or for the Customer's own security.

5.4 O2 can at its discretion suspend any SIM Card from making calls (other than to the emergency services) and disconnect any SIM Card from the Wireless Services if O2 has reasonable cause to suspect fraudulent use of the SIM Card or the Device, or either are i dentified as being stolen.

5.5 During any period of suspension arising from the circumstances detailed in clauses 5.3.2 to 5.3.4 inclusive, or clause 5.4, the Customer shall remain liable for all Charges levied in accordance with this Agreement.

6. Disconnection of SIM Cards

6.1 A Disconnection Notice may be given by the Customer in respect of a SIM Card at any time.

6.2 Within 30 days from receipt of a Disconnection Notice O2 will disconnect the relevant SIM Card or SIM Cards from the Wireless Services.In the event that the Customer gives a Disconnection Notice to take effect (and resulting in SIM Card disconnections) prior to the expiry of the Minimum Period for the particular SIM Card concerned, the Customer will pay to O2 any applicable Termination Fee.

7. Basis of Charges

7.1 The prices and tariffs payable by the Customer to O2 for Equipment and Airtime are as set out in the Airtime Application and any prices and tariffs not set out in the Airtime Application shall be as set out in the O2 Price List.

7.2 The Customer hereby agrees to pay the Charges in full without any deduction or set off to O2 within 30 days following the date of invoice for such Charges.

7.3 The Charges are exclusive of Value Added Tax which will be charged to the Customer at the prevailing rate

8. Billing Arrangements

8.1 O2 shall following the end of each calendar month on the date agreed from time to time, submit to the Customer one or more invoice(s) which shall itemise charges for the Wireless Services.

8.2 All Charges shall be based upon call and billing data recorded by O2. The Customer acknowledges that roaming calls may take longer to be billed than other types of calls.

8.3 Without prejudice to any other rights of O2 in the event of the Customer failing to pay any sums due to O2 on time or at all notwithstanding notification of the overdue debt to the Customer O2 shall be entitled to:

(a) charge interest (both before and after any judgement) on amounts overdue from the Customer under this Agreement from the due date until the payment is actually made at the rate of 2% per annum over the base rate of HSBC Bank plc for the time being during the relevant period; and

(b) suspend the provision of the Wireless Services, the performance of customer services and/or disconnect SIM Cards or Equipment from the Wireless Services until such time as all payments due including all interest accrued has been paid and satisfied in full.

8.4 O2 reserves the right to review any credit applied to this Agreement. O2 may require from t he Customer a deposit as security for payment of Charges. The Customer may request the return of any deposit paid at the expiry of any 12 month period but the decision to return any deposit prior to termination of the Agreement will be at the discretion of O2. O2 reserves the right to set off any deposit against the Charges. O2 may require the Customer to pay by Direct Debit.

8.5 If the parties agree that payments of the Charges to O2 are to be made by credit card and if payments of Charges are not made on the due date O2 is authorised to debit the Customer's nominated credit card company with all Charges due and payable to O2.

9. Obligations of the Customer

9.1 The Customer undertakes with O2 that throughout the Wireless Service Period it will use its reasonable endeavours to:

(a) provide O2 with such information as O2 reasonably request in connection with this Agreement; and

(b) not use the SIM Card and/or Devices and/or other Equipment and the Wireless Services for any purpose other than that for which it was designed or intended; and

(c) notify O2 immediately (and to confirm in writing) on becoming aware that any Device or SIM Card has been lost or stolen or that any person is making improper or illegal use of the Device, SIM Card or the Wireless Services. The Customer will be responsible for any Charges incurred as a result of unauthorised use of any Device, or SIM Card, or the information contained within a SIM Card, until O2 has received a request from the Customer to suspend the Wireless Services to that Device or SIM Card. If the Customer has the Gold, Silver or any other applicable O2 Insure mobile insurance and the Customer makes a claim under the policy for theft of Equipment covered under that insurance policy, which is approved by the insurer or an agent of the insurer, (‘the Insurer’) O2 will reimburse the Customer against the cost of unauthorised calls made on the Equipment up to the following limits: Gold policy- up to £2,000; Silver policy - up to £1,000; other applicable O2 Insure policy up to the amount O2 notifies the Customer in connection with that product. In each case these figures include any taxes and network or service provider charges. In return:

(I) the Customer agrees to provide the Insurer with an itemised account from the Customer network or service provider clearly showing the unauthorised calls made and their value within 2 months of the Customer discovery of the theft of the Equipment:

(II) the Customer agrees to notify the Insurer of the theft of the Equipment as required by the terms of the Gold, Silver or any other applicable O2 Insure policy (as the case may be) in force at the time of the theft and the Customer agrees to notify us of the theft of the Equipment when the Customer notifies the Insurer under the Gold, Silver or other applicable O2 Insure policy;

(III) iii) the Customer agrees that the same exclusions set out in the Gold, Silver or any other applicable O2 Insure policy (as the case may be) in force at the time of the theft apply, and where they do O2 will not reimburse the Customer for the cost of the unauthorised calls.

9.2 The Customer undertakes with O2 that throughout the Wireless Service Period it will and will take all reasonable steps to ensure that its employees will:

(a) pay the standard charges levied by O2 from time to time applicable to repair work on Equipment which is outside (in scope or time) the warranty provided under this Agreement; and

(b) use the Equipment and any Software (including any End-User Licensed Software) in same or reasonable instruction of O2 and not to copy, reverse engineer or modify the Software or the End-User Licensed Software in any way save as permitted by law.

(c) not use the Service in any way to generate AIT;

(d) not, without the prior written consent of O2 which may be withheld at O2’s absolute discretion, establish, install or use a GSM Gateway so that telecommunication services are provided via the GSM Gateway to third parties; and

(e) not use the Wireless Services in a manner which is inconsistent with a reasonable customer’s good faith use of the Wireless Services or the O2 cellular telecommunications network;

(f) not use the Wireless Services fraudulently or in connection with a criminal offence or for the purpose of sending unsolicited text messages or any material which is offensive, abusive, indecent, defamatory, obscene or menacing, a nuisance or a hoax or which breaches any person’s intellectual property rights or rights of privacy or is otherwise unlawful; and

(g) not use the Wireless Services in any way which causes annoyance, inconvenience or needless anxiety.

9.3 The Customer may establish, install or use a GSM Gateway for its own private purposes only, provided that it adheres at all times to O2’s policies in respect of the use of private GSM Gateways

9.4 The Customer agrees that it is procuring the SIM Cards, Equipment and Wireless Services solely for its own use and furthermore that it will not resell or otherwise act as any form of distributor in respect of the SIM Card, the Equipment, or the Wireless Services.

9.5 The Customer recognises that the Wireless Services may be dependent upon End-User Licensed Software and if the Customer does not accept the licence terms relating to any End-User Licensed Software, O2 shall have no liability whatsoever for any failure to provide the Wireless Services to the Customer where the Wireless Services depend on the use of End-User Licensed Software.

9.6 Where the Customer accepts the terms of a licence in respect of any End-User Licensed Software, then those licence terms shall take precedence over any terms within this Agreement relating to End-User Licensed Software and shall exclusively comprise the Customer's sole rights and remedies in respect of such End-User Licensed Software.

9.7 In the event that a Device and/or other Equipment or Software is damaged, destroyed, lost or stolen then the Customer agrees to pay the applicable replacement or repair charges as set out from time to time in the O2 Price List and shall be liable to O2 in respect of any charges, losses or expenses associated with such damage, destruction, loss or theft.

9.8 In the event that the Customer is subject to a claim in respect of any alleged infringement of any trademark, patent, registered design or copyright arising from its normal use or possession of the Equipment or Software then O2 will indemnify the Customer in relation to such claim provided that the Customer promptly notifies O2 of such claim, makes no admission in respect of such claim, allows O2 to conduct all negotiations and proceedings (providing O2 with all reasonable assistance) and allows O2 at O2’s own discretion and expense to modify or replace the Equipment or Software so as to avoid any continuing infringement. This indemnity does not apply to any infringements caused by the Customer’s own breach of the terms of this Agreement or the operation or use of the Equipment or Software in conjunction with other equipment and software not supplied by O2 pursuant to this Agreement in which event the Customer shall indemnify O2 in respect of any claims, proceedings and expenses arising from any such infringement by the Customer.

9.9 The terms of this Agreement shall also apply to any Orders placed by any Customer Affiliate. The Customer agrees that it will be liable to O2 for: all claims, losses and expenses arising out of the breach of the terms of this Agreement by any of its Affiliates (including but not limited to the non-payment by the Affiliate of Charges and Termination Fees, which the Customer agrees to pay in full within 30 days of notice from O2 of the amount outstanding) related to an Affiliate’s use of the Wireless Services; ensuring that its Affiliates are aware of and comply with the terms of this Agreement; and, all losses, costs and expenses resulting from any claims against O2 made by any of its Affiliates or any other third party whom the Customer has permitted to use or procure the Equipment or the Wireless Services, to the extent that such claims exceed the financial caps and other limitations on liability as set out in this Agreement.

10. Duration and Termination

10.1 This Agreement shall commence on the Commencement Date and shall continue for the Minimum Term and thereafter throughout the Wireless Service Period until the same is brought to an end by means of a Termination Notice.

10.2 A Termination Notice may be given by either party and the Agreement terminated forthwith if:

(a) the other party is in material breach, and the breach is capable of remedy and the party in breach shall have failed to remedy the breach within thirty (30) days of written notice specifying the breach and requiring its remedy, or the breach is not capable of remedy; or

(b) bankruptcy or insolvency proceedings are brought against the other party, or if an arrangement with creditors is made, or a receiver or administrator is appointed over any of the other party’s assets, or the other party goes into liquidation.

10.3 A Termination Notice may be given to O2 under the circumstances set out in Clause 19.2 at any time by the Customer and the Agreement terminated 30 days thereafter, if O2 increases its prices or tariffs in respect of Airtime or Equipment to the Customer’s material disadvantage or substantially varies these terms to the Customer’s material disadvantage other than where such increases in prices or tariffs or change to these terms arises as a consequence of a change in prices, tariffs, terms or otherwise made or requested by third party manufacturers or suppliers, or a regulatory body.

10.4 In addition to a party's right to terminate in accordance with clauses 10.2 and 10.3, at any time during the Wireless Service Period:

(a) the Customer may serve on O2 a Termination Notice on a minimum of 30 days notice and the Customer shall be liable for any applicable Termination Fee; or

(b) O2 may serve on the Customer a Termination Notice on a minimum of 30 days notice and the Customer shall not be liable for any applicable Termination Fee.

10.5 Upon the expiry of any Termination Notice or otherwise upon the termination of this Agreement O2 will disconnect all SIM Cards, (and any other Equipment) from the Wireless Services and the Customer will pay to O2 any applicable Termination Fee.

11. Ownership

11.1 Title to, and all intellectual property rights in the Software, associated documents and all parts thereof will be and remain vested in and be the absolute property of the owner of the copyright in the Software or associated documents as appropriate, which owner shall be entitled to enforce any of the terms of this Agreement relating to the Customer’s use of that Software, associated documents and all parts thereof, directly against the Customer.

11.2 Except as expressly provided in this Agreement, nothing in this Agreement will be deemed to or require O2 to transfer, assign or license any intellectual property rights to the Customer.

11.3 The Customer will not be entitled to use in the course of trade or otherwise in relation to any goods or services of the Customer any registered or unregistered trademark, logotype or abbreviation of the name of O2 or any part of O2 so that any person might reasonably import a connection between those goods or services and O2 or any part of O2. The Customer also agrees not to infringe any copyright, or registered or unregistered Trademark rights belonging to any third party in respect of any Device and/or other Equipment.

11.4 All information or materials supplied to O2 by the Customer in connection with the Agreement, together with the copyright therein, will remain the property of the Customer and will, if the Customer so requires, be returned to the Customer on termination of the Agreement.

11.5 Any Software supplied is provided on the terms of a non-exclusive, non-transferable licence and such Software is to be used for the sole purpose of operating the Equipment in order to be able to obtain the Wireless Services and/or any Value Added Wireless Services.

12. Confidentiality

12.1 The parties will each keep confidential any proprietary information and/or any information obtained from the other in connection with this Agreement (including for the avoidance of doubt details of the Customer’s employees) which is reasonably identified by either party as commercially confidential or which is obviously confidential in nature and neither will divulge the same to any third party except such of its employees contractors and agents as may need to know the same for the purposes of the implementation of this Agreement and who agree to be bound by the provisions of this clause without the consent in writing of the other.

12.2 The obligations aforesaid shall not apply to any material or information which is in the public domain (other than as a result of a breach of this Agreement); or, already known to the receiving party; or, lawfully received from a third party and/or ordered to be disclosed by any court or other tribunal or regulatory authority of competent jurisdiction.

13. Limitation of Liability

13.1 Neither party shall be liable to the other in respect of any matter arising out of or in connection with this Agreement in contract or tort or otherwise for any loss (whether direct or indirect) of profit, business, revenue, anticipated savings, goodwill or any loss or corruption of data, or any indirect or consequential loss or damage whatsoever.

13.2 O2's aggregate liability of any sort resulting from O2’s negligence or otherwise arising in connection with this Agreement shall be limited to the sum of £500,000 for any one event or series of related events and to £1million in total for all incidents in any 12 month period.

13.3 Nothing in this Agreement shall exclude or restrict the liability of either party for:

(a) death or personal injury resulting from that party's negligence;

(b) claims in respect of the indemnities set out in clause 9.8 or the Customer’s liability under clause 9.9;

(b) for breach of any implied term as to title or quiet enjoyment arising out of section 12 Sale of Goods Act 1979; or

(b) fraud or fraudulent misrepresentation.

13.4 Nothing in this Agreement shall exclude or restrict the liability of either party in respect of any liability which cannot be excluded or restricted by law.

13.5 The express terms of this Agreement are in lieu of all warranties, conditions, terms, undertakings and obligations implied by statute, common law, custom, trade usage, course of dealing or otherwise, all of which are hereby excluded to the fullest extent permitted by law.

13.6 O2 does not accept liability for the acts or omissions of other providers of telecommunication services unless such other providers have been specifically engaged by O2 as subcontractors or assignees in respect of performing O2’s obligations under this Agreement.

14. Matters Beyond the Parties Reasonable Control

14.1 Neither party to this Agreement shall be deemed in default or liable to the other party for any matter whatsoever for any delays in performance or from failure to perform or comply with the terms of this Agreement due to any cause beyond that party’s reasonable control including, without limitation, acts of God, acts of Government or other competent regulatory authority, telecommunications network operators, war or national emergency, riots, civil commotion, fire, explosion, flood, epidemic, lock-outs, strikes and other industrial disputes (in each case, whether or not relating to that party’s workforce).

15. Assignment

15.1 The Customer shall not assign or transfer the benefit of this Agreement to any third party without the prior written consent of O2, such consent not to be unreasonably withheld or delayed.

15.2 O2 may assign or transfer the benefit of this Agreement to any third party and may subcontract the performance of all or part of the same.

16. Entire Agreement

16.1 This Agreement constitutes the entire agreement between the parties and supersedes all prior negotiations, representations, proposals, understandings and agreements whether written or oral relating to the subject matter of this Agreement.

16.2 Each of the parties acknowledges and agrees that in entering into this Agreement, it does not rely on, and shall have no remedy in respect of, any statement, representation, warranty or understanding (whether negligently or innocently made) of any person (whether party to this Agreement or not) other than as expressly set out in this Agreement. Nothing in this clause shall, however, operate to limit or exclude any liability for fraudulent misrepresentation.

17. Invalidity

17.1 If any of the provisions of this Agreement is or becomes invalid, illegal or unenforceable, the validity or enforceability of the remaining provisions shall not in any way be affected or impaired. In any such circumstances the parties shall negotiate in good faith in order to agree the terms of a mutual satisfactory provision, achieving as nearly as possible the same commercial effect, to be substituted for the provision which is found to be invalid, illegal or unenforceable.

18. Waiver

18.1 The failure or delay by either party to this Agreement to exercise or enforce any right, power or remedy under this Agreement shall not be deemed to operate as a waiver of any such right, power or remedy; nor shall any single or partial exercise by any party operate so as to bar the exercise or enforcement thereof or of any right, power or remedy on any later occasion.

19. Changes to These Terms

19.1 It is the policy of O2 to continually review the charges it makes and the terms upon which it contracts with customers in order to maintain a competitive advantage over other providers of services similar to the Wireless Services and O2 accordingly reserves the right to vary its prices and tariffs as set out in the O2 Price List and these Terms from time to time.

19.2 In the event that O2 changes its prices and tariffs within the O2 Price List such variations or changes will be published at http://www.O2.co.ukat least 28 days before any such changes take place and come into effect, and in the event that O2 changes the terms of this Agreement O2 will provide the Customer with 28 days notice of such change or, in either case, as much notice as is reasonably practicable where such change arises as a consequence of changes imposed by third party manufacturers or suppliers, or a regulatory body.

20. Use and Disclosure of Information

20.1 O2 operates in accordance with the Data Protection Act 1998 as updated or amended from time to time. The Customer agrees that its details, or those of its users may be used by O2 for marketing purposes and to inform the Customer and its users from time to time about other Wireless Services or associated technologies. If the Customer or a user does not want i ts details, or, in the case of the Customer those details of its users to be used in this way then the Customer should contact the O2 Data Controller at Commercial Operations, Suite G, Arlington Business Centre, Millshaw Park Lane, Leeds, LS11 ONE.

21. Export Control

21.1 Delivery of the Equipment or the End-User Licensed Software to the Customer may be subject to export control law and regulations. O2 does not represent that any necessary approvals and licences have been obtained or will be granted.

21.2 The Customer agrees to comply with any applicable export or re-export laws, regulations, prohibitions or embargoes of any country, including obtaining written authority from any relevant licensing authority where necessary.

21.3 In the event that the Customer procures Equipment, including "xda" Equipment or similar computer technology from O2, the Customer agrees that in signing this Agreement the Customer accepts the terms of the following end-user undertaking: the Customer certifies that it will be the end-user of the Equipment and further certifies that it shall use the Equipment only for the purposes of allowing its employees to send, receive, store and process data and voice Wireless Services in order to perform their every day contractual duties; that the Equipment will not be used for any purpose connected with chemical, biological or nuclear weapons, or missiles capable of delivering such weapons; that the Equipment will not be re-exported or otherwise re-sold or transferred if it is known or suspected that they are intended or likely to be used for such purposes; and that the Equipment, or any replica of them, will not be used in any nuclear explosive activity or unsafeguarded nuclear fuel cycle activity; and agrees to sign a formal ‘End-User Undertaking’ in a format specified by the United Kingdom Department of Trade and Industry if requested to do so by O2.

22. No Partnership

22.1 Nothing in this Agreement shall create, or be deemed to create, a partnership between the parties.

23. Notices

23.1 Any notice or other communication required or permitted under this Agreement to be given i n writing to the address of the recipient stipulated herein or as notified from time to time and will be deemed to have been given or made when delivered personally if properly addressed and posted by first class mail in England within two business days of posting and/or if sent by facsimile upon being sent or if sent by e-mail or other electronic means upon such communication being acknowledged as having been received.

24. No Third Party Rights

24.1 Save as provided by the terms of this Agreement a person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement but this does not affect any right or remedy of a third party which exists or is available apart from by that Act.

25. Operative Law

25.1 This Agreement shall be considered as a contract made in England and according to English Law and subject to the exclusive jurisdiction of the English courts to which both parties hereby submit.

April 2006

By Using the Service you will be deemed to have accepted these terms and conditions. Please note these terms and conditions are updated from time to time. Changes will be posted on our website at www.o2.co.uk/terms. Please check these regularly as continuing to use the Service after changes have been posted on our website will mean that you agree to these terms as amended.

General Terms and conditions

1. Explanation of Certain Words
   1. 1.1 In these Terms and conditions:
      • 'Account' means the account which records details of the amount of credits you have, from time to time;
      • 'AIT' means Artificially Inflated Traffic and occurs where the flow of calls to any particular revenue share service is, as a result of any activity on or on behalf of the party operating that revenue share service, disproportionate to the flow of calls which would be expected from good faith commercial practice and usage of the Network;
      • 'Charges' means all the charges associated with the Service described in the Price List;
      • 'Content' means textual, visual or other information, software, photos, video, graphics, music, sound and other material appearing on or available through the Service including all information supplied by content providers from time to time;
      • 'GSM Gateway' means a device (not designed or adapted to be capable of being used whilst in motion) for wireless telegraphy designed or adapted to be connected by wireless telegraphy to the Network or the cellular telecommunications system of another network operator and used solely for the purpose of sending or receiving messages conveyed by means of the Network or the cellular telecommunications system of another network operator;
      • 'Mobile Phone' means a cellular telephone and a SIM Card approved by us for connection to our Network; 'Network' means the cellular telecommunication system run by us;
      • 'Price List' means our periodically updated list of charges for the provision of the Service to customers; 'Registration' means our acceptance of your application to register with us for the Service once you purchase call time from us and 'Register' has a corresponding meaning;
      • 'Rights' means copyright, trademark and other relevant proprietary and intellectual property rights relating to Content;
      • 'Service' means any or all (as the case may be) of the following services: airtime service enabling you to make or receive calls and to send and receive data by means of the Network, the ability to send and receive email via the Internet, the ability to access information from the Internet and any additional services we agree to provide to you;
      • 'SIM Card' means the card or other device bearing a unique telephone number programmed to allow a Mobile Phone to access the Service;
      • 'Terms and conditions' means these terms and conditions and our current Price List;
      • 'User Guide(s)' means any guides or documentation supplied with your Mobile Phone/SIM card either by us or by the manufacturer of your Mobile Phone, which explain to you how the Service works, how to purchase call time and/or how to use your Mobile Phone;
      • 'Using the Service' means when your Account is first activated or when the Mobile Phone or SIM card is received by you, if later;
      • 'Voucher' means a call time voucher of the type described in your User Guide(s) which represents call time;
      • "WAP Services" means services provided via Wireless Application Protocol (a secure specification that allows users to access Content via handheld devices such as a Mobile Phone);
      • "Web Services" means services provided from our Website www.o2.co.uk and any additional websites linked from our Website.
      • 'We', 'us' and 'our' means O2 (UK) Limited of 260 Bath Road, Slough SL1 4DX; Registered in England under No. 1743099;
      • 'You' means the customer to whom the terms and conditions apply, and it includes a person who we reasonably believe is acting with your authority.
   2. 1.2 The Price List contains explanations, definitions, notes and conditions which form part of these terms and conditions. A copy of the Charges is available when you purchase your Mobile Phone and will be included in your welcome information or may be obtained by visiting our website www.o2.co.uk.
   3. 1.3 All services, offers and promotions are subject to additional terms and conditions advertised in our marketing literature and on our website www.o2.co.uk. Please check our site regularly as these terms are updated from time to time.
   4. 1.4 Use of WAP Services and Web Services are subject to our WAP and Web Services terms and conditions respectively, available to view on our Website. Please check our Website regularly as these terms are updated from time to time.
2. Provision of Service
   1. 2.1 The Service is not available in all parts of the United Kingdom, nor in all other countries and may be restricted to certain areas within those countries where access to the Service is possible. If you use your Mobile Phone abroad, you will be charged for incoming calls. You may be charged to receive certain premium rated text messaging services.
   2. 2.2 We may using reasonable skill and care exercise our discretion to refuse to provide any part of the Service to you (and this may involve barring certain numbers from the Service on a temporary or permanent basis, in circumstances where it is necessary for us to do so). Service is not fault free and it may be impaired by geographic, atmospheric or other conditions or circumstances beyond our control and you will be entitled to the quality of Service generally provided by a competent mobile telecommunications service provider exercising reasonable skill and care.
   3. 2.3 We will do our best to provide Service to you and any additional service requested by you (such as roaming) or if you instruct us to change your Service (e.g. to bar calls) by any date we have agreed with you but our ability to do so may be affected by circumstances beyond our control and we will not be liable to you if this is the case.
   4. 2.4 Our Network may from time to time require upgrading, modification, maintenance or other work which may result in partial or complete non-availability of the Service.
   5. 2.5 Until such time as you Register with us, but limited to a period of 3 months from the date you purchase your Mobile Phone, you may use your Mobile Phone to make emergency calls or calls to us to purchase call time.
   6. 2.6 We or our agents may occasionally record or monitor telephone calls between you and us (or our agents) for training, quality control and our lawful business purposes.
   7. 2.7 If you experience any difficulties with your Mobile Phone within 1 year of purchasing it, you should contact the manufacturer for replacement or repair under the manufacturer's warranty service detailed in the User Guide(s). This does not affect your statutory rights. If you bought your Mobile Phone or SIM Card directly from us and it is defective, not in accordance with any description given to you by us, not reasonably fit for purpose or it develops a fault you will be able to return it for repair and, if appropriate, replacement or refund. Please contact O2 Customer Service for details. You should call us as soon as possible if any of the circumstances above apply to you to ensure that you are able to exercise any rights you have.
   8. 2.8 We will use reasonable endeavours to maintain Content but it may be incomplete, out of date or inaccurate and is provided on an "as is" basis. It is a condition of us allowing you access to Content that you accept that we will not be liable for any action you take in reliance on Content.
   9. 2.9 We may vary Content or the technical specification of Service from time to time.
   10. 2.10 The Service enables access to Content. You may only use Content in a way that does not infringe the Rights of others ('Approved Use') and you must comply with all other instructions issued by us regarding use of Content. You shall not store, modify, transmit, distribute, broadcast, or publish any part of Content other than for an Approved Use. The re-selling, copying or incorporation into any other work of part or all of the Content in any form is prohibited save that you may print or download extracts of Content for your personal use only.
   11. 2.11 You are solely responsible for evaluating the accuracy and completeness of any Content and the value and integrity of goods and services offered by third parties over the Service. We will not be a party to or in any way responsible for any transaction concerning third party goods and services, except in the case of negligence on our part.
   12. 2.12 If you use the O2 Online eCare service via the O2 Online shop it is a condition of this Agreement that you provide us with a current email address for billing purposes and that you maintain this address and advise us promptly of any changes to it. It is your responsibility to verify that your email mailbox is in proper working order and you must assume the risk of all consequences for errors in sending and receiving email, unless caused by our negligence.
3. Payment for the Service
   1. 3.1 You pay for the Service by purchasing a Voucher and registering it with us or by purchasing call time using your E Top-up, credit card or debit card all methods as described in the User Guide(s) or by any other method approved by us from time to time.
   2. 3.2 Each time you incur charges, the credits that are registered on your Account will be reduced according to the duration of the call/message and the type of call/message by reference to the charges shown in the Price List.
   3. 3.3 Top-ups by credit or debit card can be in increments of £1, subject to a minimum of £10. Call time purchased by debit card or credit card will be credited to your Account, subject to our carrying out our usual security checks. We will not have any obligation to make a refund to you where you purchase more call time than you intend, for whatever reason.
   4. 3.4 If you wish to stop using the Service at any time after the 14 day Trial Period, there will be no refund of unused call time.
4. Things we may have to do
   1. 4.1 Occasionally we may have to:
      1. alter the number of your Mobile Phone, or any other name, code or number associated with the Service for reasons beyond our control such as where requested to do so by a governmental authority or regulatory body or where we reasonably believe that the alteration will enhance your use of the Service. If this is the case we will give you reasonable notice;
      2. temporarily suspend the Service (or any part of it) for operational reasons or in an emergency or for your security;
      3. bar certain numbers from the Service on a temporary or permanent basis in order to prevent fraud or in circumstances where we would suffer direct loss.
   2. 4.2 From time to time we may have to migrate your Account from one billing platform to another. In these circumstances we will notify you if migration of your Account will affect your Service in any way.
5. Your Responsibilities
   1. 5.1 You must use your Mobile Phone and any replacement Mobile Phone and the Service in the way described in the User Guide(s) or any other instructions issued by us. From time to time it may be necessary for us to amend or supplement our instructions to you on the introduction or withdrawal of products and/or services, for reasons of security or to prevent fraud. It is important that you read and understand the information contained in the User Guides and other instructions as they will apply to your use of the Service from when you Register your Mobile Phone with us.
   2. 5.2 You agree:
      1. and warrant that all factual information you provide to us is correct;
      2. to take adequate precautions to prevent damage to or unauthorised use or theft of the SIM Card or your Mobile Phone;
      3. that the SIM Card is supplied to you under licence and shall at all times remain our property;
      4. to contact O2 Customer Service immediately if your SIM Card or your Mobile Phone is lost, stolen, damaged or destroyed or likely to be used in an unauthorised manner and to cooperate with us in our reasonable security and other checks.
   3. 5.3 If your Mobile Phone or your SIM Card is lost, stolen, damaged or destroyed or used without your authority, we shall have no obligation to make a refund to you of the credits left on your Account.
   4. 5.4 We recommend that you purchase insurance cover for your Mobile Phone to cover loss, theft, and accidental damage on your Mobile Phone. This is available through us at point of purchase or upgrade. Contact O2 Customer Service for details.
   5. 5.5 You must not use or permit anyone else to use your Mobile Phone or the Service
      1. fraudulently, or in connection with a criminal offence, in breach of any law or statutory duty;
      2. to send a call or message or send, upload, download, use or re-use any material which is offensive, abusive, indecent, defamatory, obscene or menacing, a nuisance or a hoax, in breach of any Rights or privacy or otherwise unlawful;
      3. to cause annoyance, inconvenience or needless anxiety as set out in the Communications Act 2003;
      4. other than in accordance with acceptable use policies of any connected networks and (if appropriate) any relevant Internet standards;
      5. to generate AIT; or
      6. via a GSM Gateway so that the Service is provided via the GSM Gateway to third parties.
   6. 5.6 You must tell us immediately by writing to The Data Controller at O2 (UK) Limited, 260 Bath Road, Slough SL1 4DX or by emailing mycare@o2mail.co.uk, if anyone makes or threatens to make any claim or issue legal proceedings against you relating to your use of the Service or the Content and you will, at our request, immediately stop the act or acts complained of. If we ask you to, you must confirm the details of the claim(s) in writing.
6. Assignment

   You may transfer your Account with us to a third party provided you first contact O2 Customer Service to tell us and the third party calls us to Register with us. Once the third party has Registered with us, he/she will be deemed to have accepted the terms and conditions. We shall be entitled to assign or transfer our rights under this Agreement or any part of it on the same terms to any third party.

7. Our Rights to Bar or Disconnect Your Mobile Phone
   1. 7.1 If you do not make or receive a chargeable call at least once in any 6 month period your Mobile Phone will be disconnected and any credits left on your Account will be forfeited.
   2. 7.2 We may at our discretion bar or disconnect your Mobile Phone if we have reasonable cause to suspect fraudulent use of a credit card/debit card, your SIM Card or Mobile Phone.
   3. 7.3 In addition to anything else we can do, we may bar or disconnect your Mobile Phone at any time if:
      1. you fail to comply with the Terms and Conditions in any material way; or
      2. you telephone us to report that your SIM Card or your Mobile Phone is lost, stolen, damaged or destroyed; or
      3. you make calls or send data from your Mobile Phone (or by any other means in relation to calls or data sent to us or our agents), or your Mobile Phone is used (with or without your knowledge) to make calls, to send data or to take pictures or video, which in each case are offensive, indecent, obscene, menacing, a hoax or a nuisance, in breach of any Rights or privacy or otherwise unlawful; or
      4. you are persistently abusive or make threats or otherwise act illegally towards our staff or our property;
      5. you use or permit any other person to use the Service to generate AIT; or
      6. you use or permit any other person to use the Service via a GSM Gateway so that the Services are provided via the GSM Gateway to third parties.
   4. 7.4 If your Mobile Phone is disconnected and you wish your Mobile Phone to be reconnected to the Network, you must contact O2 Customer Service If we agree to reconnect you, you must pay a reconnection fee unless the disconnection was due to our negligence. Details of the current charge is available on request.
8. Your Right To Return Your Mobile Phone
   1. 8.1 Within 14 days of purchase of your Mobile Phone/SIM card ("the Trial Period") you may return your Mobile Phone/ SIM card to the place where you bought it from to obtain a refund of the price paid, provided the Mobile Phone/SIM card is undamaged, in good working order, in the original packaging and complete with all original parts and you have you have proof of purchase. If you bought your Mobile Phone/SIM card directly from us, We will bear the cost of returning the Mobile Phone/SIM card to us if you follow our returns procedure (Contact O2 Customer Service to arrange this or see www.o2.co.uk/Help/YourOrder if you ordered your Mobile Phone/SIM card via the online shop). If you do not follow our returns procedure you will bear the cost.
   2. 8.2 Subject to clause 7, we will refund to you the money equivalent of all credits left unused on your Account (excluding any free call time which you received) within 28 days of your returning your Mobile Phone/SIM card.
   3. 8.3 As a consumer of goods and services you are entitled to certain statutory rights, for example, the right to return defective goods to us, if bought from us, and the supply of Service by us using reasonable care and skill. The provisions of this clause 8 do not affect your statutory rights.
9. Limitation of Liability
   1. 9.1 We have no liability to you other than to exercise the reasonable skill and care of a competent mobile telecommunications provider or retailer.
   2. 9.2 We do not accept liability for indirect loss, such as loss of profit, loss of business, costs, expenses (unless such losses were reasonably foreseeable to both of us when this contract was entered into), or any other form of economic loss.
   3. 9.3 You agree that O2 has no responsibility for the deletion, loss or corruption of any Content transmitted or maintained by the Network, unless this is caused by our negligence.
   4. 9.4 We accept liability for death or personal injury to any person resulting from our own negligence.
   5. 9.5 If we are found liable to you, our liability to you under the terms and conditions will not exceed £3,000, except if we are found to be liable to you under Clause 9.4.
   6. 9.5 Each provision of this Clause 9 operates separately. If any part is found by a Court to be unreasonable or inapplicable the other parts will continue to apply.
10. Matters Beyond Our Reasonable Control

    If we cannot provide the Service to you because of something beyond our reasonable control, we will not be liable to you for this.

11. Changes to the terms and conditions
    1. 11.1 Subject to clause 11.4 below we may increase or decrease our Charges at any time (including the introduction of charges for aspects of the Service previously provided free). Where we increase the Charges for the elements of the Service you are using we will notify you before the changes become effective. Notification will be via text message or by email (if you have registered your email address with us).
    2. 11.2 We reserve the right to change our terms and conditions of Service from time to time. We will notify you of any changes to these terms by posting them on our website at www.o2.co.uk/terms. In addition to this we may also notify you by messages on our IVR top-up system, messages via the Service (such as voicemail, text or media message) by means of national advertising campaigns or by email.
    3. 11.3 If we vary any of the Charges or change the terms and conditions to your disadvantage, you may stop using the Service.
    4. 11.4 We will not notify you of call charges for premium rate services operated by third parties. Details of these charges and any changes will be available on our website (http://www.o2.co.uk/premiumnumberpricing). Please check these before calling premium rate numbers.
12. General
    1. 12.1 If you do not want your number displayed on receiving Mobile Phones, before every call Key 141 before the number you wish to call. Otherwise you agree that our Network may allow the display of your telephone number on receiving handsets. Please note your number will be disclosed in relation to calls you make to emergency services.
    2. 12.2 If either of us fails to enforce any rights under the terms and conditions, it shall not prevent either you or us (as the case may be) from taking action later.
    3. 12.3 Maximum call duration is 9 hours.
    4. 12.4 These terms and conditions are governed by the laws of England and Wales.
    5. 12.5 If you want to complain please contact O2 Customer Service either by telephone or by writing to Complaint Review Service, PO Box 116, Leeds, LS11 5DS. Alternatively, you can email us at mycare@o2mail.co.uk. Please include your mobile number in any correspondence. If we do not resolve your complaint you may contact the Telecommunications Ombudsman. You can find their details at www.otelo.org.uk. However Otelo will only deal with your complaint if it remains unresolved after 12 weeks or a deadlock situation has been reached.
13. Tariff transfer and Mobile Phone locking
    1. 13.1 If you wish to transfer to another O2 tariff, please contact O2 Customer Service, for applicable qualifying criteria and charges.
    2. 13.2 Your Mobile Phone is likely to be locked to the Network. If this is the case, you must not insert another operator's SIM card into the Mobile Phone without an unlatching code (which is not your PIN code). We will on request provide an unlatching code after a qualifying period. Failure to enter the correct unlatching code may result in your Mobile Phone becoming permanently blocked. We can accept no responsibility for Mobile Phones blocked in this way. Contact O2 Customer Service for further information on the qualifying period, applicable conditions and charges. This clause 13.2 does not apply if you have purchased a SIM card only and, at the time of purchase of the SIM card, you are connected to a network other than the O2 Network.
14. Internet Access

    If you have a Mobile Phone which enables access to the Internet (Mobile Internet Phone) the following terms and conditions also apply to you.

    1. 14.1 Certain parts of the Service are only available if you register with O2 Online, an internet service provider at http://www.o2.co.uk. The terms and conditions of Internet service may be obtained by accessing the website or by calling O2 Customer Service.
    2. 14.2 We or our contractual partners may provide links to other web sites or resources. We neither accept responsibility for third party web sites or resources nor endorse their content.
    3. 14.3 For Internet access, you understand that all the visual, textual or other information published or otherwise made available (directly or indirectly) on the Internet using the Service ('Information') whether publicly posted or privately transmitted, is the sole responsibility of the person from which such Information originated. This means that you, and not us, are entirely responsible for all Information that you upload, email or otherwise transmit via Internet access.
    4. 14.4 Your dealings with, and interest in, promotions, services, or merchants found by using your Mobile Internet Phone on or via the Internet, unless explicitly stated by us, are solely between you and the person with whom you are dealing. We will not be responsible for any losses or damages that may arise from any such dealings with third parties.
    5. 14.5 Access to secure financial transactions will be dependant on the make and model of your Mobile Internet Phone and the third party supplier of Content.
15. Use and Disclosure of Information
    1. 15.1 You authorise us to use and disclose, in the UK and abroad, information about you, your use of the Service (including, but not limited to, phone numbers/email addresses of calls, texts and other communications "Communications" made and received by you and the date, duration, time and cost of such Communications), how you conduct your account and the location of your Mobile Phone for the purposes of operating your account and providing you with the Service or as required under law to our associated companies or agents, any telecommunications company, debt collection agency or credit reference agency. You agree that the information may be used by other parties in assessing applications for credit from you and members of your household and for debt tracing, credit management and may be used by us or other parties for crime and fraud detection and prevention.
    2. 15.2 You also agree to the information described in clause 15.1 being used, analysed and assessed by us, and the other parties identified in clause 15.1 and selected third parties for marketing purposes including amongst other things to identify and offer you by phone, post, the Network, your Mobile Phone, email, text (SMS), media messaging, automated dialling equipment or other means, any further products, services and offers which we think might interest you. If you do not wish your details to be used for marketing purposes, please write to us; c/o The Data Controller, O2 (UK) 260 Bath Road, Slough SL1 4DX or you can email us at mycare@o2mail.co.uk stating your full name, address and Mobile Phone number.
    3. 15.3 Some services may require the disclosure of information about the location of your Mobile Phone. If you do not wish this to be disclosed please contact 1300. Please note that we will pass information about the location of your Mobile Phone to emergency services.
    4. 15.4 Where you choose to take an insurance policy through us, we will exchange information about you and your account in relation to that policy with the underwriters of the policy and with the administrators of the policy (the "Insurance Providers"). Your personal data will be collected and processed by us, our agents and the Insurance Providers to the extent necessary for providing you with the policy described (such as when making decision about your eligibility for cover, assessing claims, and carrying out fraud prevention measures). We and the Insurance Providers may also pass information to law enforcement authorities, regulators and the Financial Services or the Telecommunications Ombudsman.
16. How to Contact Us

    If you need to contact O2 Customer Service please refer to the contact information which was provided with your Mobile Phone or SIM card when it was purchased, or click on Contact Us on our website www.o2.co.uk.

Services Agreement

 

1.1 The following paragraphs set out the terms and conditions for the supply of Service by us.  The General Terms found at the end of this document supplement this Agreement and are incorporated into this Agreement.  Words used in this Agreement may be defined in the General Terms. Please refer to the end of this document for a full explanation of the defined terms used in it.   Services, offers and promotions may be subject to additional terms and conditions advertised on our website www.o2.co.uk and/or in our marketing literature. Please check our site regularly as these terms are updated from time to time.

1.2  Use of our O2 Web Services are subject to the Web, WAP and i-mode^® terms and conditions, available to view on our website www.o2.co.uk. Please check our website regularly as these terms are updated from time to time.

1.3  Use of O2’s Broadband Service is subject to Broadband terms and conditions available to view on our website www.o2.co.uk. Please check our website regularly if you use this service as these terms are updated from time to time.

2 Provision of and Use of the Service

2.1 The Service is not available in all parts of the United Kingdom nor in all other countries and may be restricted to certain areas within those countries where access to the Service is possible.

2.2  If you wish to make international calls or use our international roaming service we may ask you to demonstrate a satisfactory billing history or to pay a deposit which may be used to offset the cost of those calls. Unless otherwise stated, if you use your Mobile Phone abroad you will be charged for incoming calls and you may be charged significant amounts for data usage. Roaming calls and data usage may also take longer to be billed.

2.3  We may, using reasonable skill and care, exercise our discretion to refuse to provide any part of the Service to you (other than the making or receiving of calls). Service is not fault free and it may be impaired by geographic, atmospheric or other conditions or circumstances beyond our control and you will be entitled to the quality of service generally provided by a competent mobile telecommunications service provider exercising reasonable skill and care.

2.4 We will do our best to provide to you any Additional Services requested by you (such as roaming) or, if you instruct us to, change your Service (e.g. to bar calls) by any date we have agreed with you but our ability to do so may be affected by circumstances beyond our control.

2.5 We will allocate a number for use of your Mobile Phone on the Network. The number does not belong to you and may only be transferred to another service provider in certain circumstances (including payment of our costs) details of which are available on request from Customer Services.

2.6 We or our agents may record or monitor telephone calls, emails and any other communications between you and us (or our agents) for training and quality control and our lawful business purposes.

2.7 We may vary the technical specification of the Service from time to time.

2.8 Your use of any Content or services not provided by us but accessed via our Services or our Network is solely at your own risk and subject to all applicable national and international laws and regulations, as well as any third party terms and conditions notified to you at the time you access such Content or services.  We have no responsibility for any third party Content or other services obtained by you on the internet or via our Services. We will not be liable for any loss or damage incurred by your access to or reliance on any such Content supplied by a third party.

2.9 You are solely responsible for evaluating the accuracy and completeness of Content and the value and integrity of goods and services offered by third parties over the Service. We will not be a party to or in any way responsible for any transaction concerning third party goods and services except in the case of negligence on our part.

2.10 It is a condition of this Agreement that you provide us with a current email address for billing purposes and that you maintain this address and advise us promptly of any changes to it. It is your responsibility to verify that your mailbox is in proper working order and you must assume the risk of all consequences for errors in sending and receiving email, unless caused by our negligence.  Your bill will be sent to this email address and you will not be sent a paper bill.

2.11 We reserve the right to add to, substitute, or to discontinue any Additional Services at any time. We do not guarantee the continuing availability of any particular Additional Services.

2.12 You may ask us to include your Mobile Phone number in a telephone directory and/or a directory enquiry service. However, you should be aware that, if you request this service (for which we may charge a fee), your number will be made accessible to companies that compile information for marketing purposes. If you are worried about this, you can prevent it from happening by registering your mobile phone number with the Telephone Preference Service on www.tpsonline.org.uk.  If you want your mobile phone number to be included in a directory and or a directory enquiry service, please contact Customer Services.

2.13 Any SIM Card collected by or delivered to you shall at all times remain our property.

3  Length of Agreement

3.1 This Agreement commences, following successful completion of the activation process, when we connect your SIM Card to the Network.

3.2 At the end of the Minimum Period this Agreement will continue until it is terminated in accordance with paragraph 8 below.

4 Things we may have to do

4.1 Occasionally we may have to:

(a) alter the number of your Mobile Phone, or any other name, code or number associated with the Service for reasons beyond our control such as where requested to do so by a governmental or regulatory body or where we reasonably believe that the alteration will enhance your use of the Service. If this is the case we will give you reasonable notice;

(b) temporarily suspend the Service (or any part of it) for operational reasons or in an emergency or for reasons of security; or

(c) bar certain numbers from the Service on a temporary or permanent basis in order to prevent fraud or in circumstances where we would suffer a direct loss.

4.2 From time to time we may have to migrate your Account from one billing platform to another. In these circumstances we will notify you if migration of your Account will affect the Service in any way.

5 Charges for Services

5.1 Charges for using the Service will be calculated using the details we have recorded. More detailed charging information can be found in the O2 Price List.

5.2 The total amount for all Charges will be included as a single item on your online bill.  You will also be able to access itemised charging information if desired.

5.3 You must pay your monthly bill by the date stated on the bill. For any overdue payments we may charge interest at 2% above the base lending rate of HSBC Bank Plc. Interest is charged on a per annum basis, calculated daily. We reserve the right to make a charge for our reasonable administration costs which we incur in the case of late payment or non-payment of Charges.

5.4 We cannot set usage limits on your account and you will be liable for all Charges incurred by use of the Service under this Agreement whether incurred by you or anyone else using your Mobile Phone (with or without your knowledge). You must pay the Charges to us or as we direct.

5.5 We will monitor usage of the Service via your account for the purpose of controlling our credit risk and your exposure to fraudulent usage. If usage on your account gives us cause for concern we will attempt to contact you by text message, by calling your Mobile Phone or by email. If we are unable to contact you we may have to restrict use of the Service on your Mobile Phone and/or we will have the right to bar your Mobile Phone from using the Services. You will need to contact us before you can use any of the chargeable aspects of the Service. You may be required to make an interim payment before the Service can be reinstated.

5.6 You are liable for all Charges arising under this Agreement whether incurred by you or anyone else using your Mobile Phone (with or without your knowledge).

5.7 We require you to pay your charges by direct debit. If you are paying by payment card you authorise the payment card company to disclose to us and, under strict obligations of confidentiality, to our sub-contractors and/or agents, details about your payment card account in so far as is necessary in connection with your agreement with us and to inform us if your payment account is terminated or suspended at any time.

5.8 Your Mobile Phone is restricted to use on our Network in the United Kingdom.   If you terminate your Agreement with us, or do not remain on one of our dedicated tariffs for iPhone, only the iPod function on your Mobile Phone will work.  If you attempt to unlock your Mobile Phone and use on another network, it may become permanently unusable. 

5.9 Where tariffs include inclusive allowances which apply to certain calls, texts, data or messages up to a monthly limit, unused inclusive allowances cannot be carried forward from one month to the next unless expressly stated by us. In this context “monthly“ or “month“ means calls recorded by us within your monthly billing period, which may not equate to a calendar month. Generally, calls, data and messaging will be set against applicable inclusive allowances in the order in which they are recorded by us.

5.10  Unless otherwise stated, monthly charges incurred for periods of less than a month will be calculated on a pro rata basis.

5.11 Call charging rates which vary according to the time of day are billed according to the time of call initiation.

5.12 Unless otherwise stated, call prices are quoted by the minute and are charged in one second increments. Each call is charged excluding VAT and then rounded up to the nearest penny. VAT is then added where applicable to the total of all charges on your bill. Minimum call charges apply, see www.o2.co.uk for details of this and other charges.   Prices are correct at time of going to print but are subject to change.

5.13 You may be charged to receive certain premium rated text messaging services and multi media messaging services. We will not notify you of call charges for premium rate services operated by third parties. Details of these charges and any changes will be available on our website (http://www.o2.co.uk/premiumnumberpricing). Please check these before calling premium rate numbers.

5.14 We may require you to provide us with a deposit as a condition of providing the Service to you or continuing to provide the Service to you. We may hold this deposit until you have paid all sums due to us from you under this Agreement. If you owe us money, we may set off the deposit against any amount due to us.  We will refund any deposit we are still holding, on request, on termination of this Agreement or, at our discretion, after three months of continuous on time bill payments. No interest is payable on any deposit held by us.

5.15 You may move to another iPhone tariff at any time, provided that you may only change tariffs a maximum of once per month. Changing tariffs will not affect your Minimum Period.  You will not be able to move to a general O2 Pay Monthly tariff. Where you have notified us you wish to move to an alternative iPhone tariff, unless we advise otherwise, your new tariff will commence at the start of your next billing cycle.

5.16 If you change tariffs for any reason any unused allowances will be lost.

6 Your Responsibilities

6.1 You must use your Mobile Phone, SIM Card and the Service in the way described in any User Guides, or other instructions issued by us.

6.2 You agree:

(a) to provide us with such information as we reasonably request in connection with this Agreement and that all factual information you provide to us is correct;

(b) to take adequate precautions to prevent damage to your SIM Card or unauthorised use or theft of the SIM Card; and

(c) to inform Customer Services as soon as possible by telephone or at mycare@o2mail.co.uk if the SIM Card or your Mobile Phone is lost, stolen, damaged or destroyed or likely to be used in an unauthorised manner and to co-operate with us in our reasonable security and other checks.

6.3 You must not use or permit any other person to use the Service:

(a) fraudulently, in connection with a criminal offence, in breach of any law or statutory duty;

(b) to send a call or message, to take pictures or video or send, upload, download, use or re-use any material which is offensive, abusive, indecent, defamatory, obscene or menacing, a nuisance or a hoax in breach of any Rights or privacy or otherwise unlawful;

(c) to cause annoyance, inconvenience or needless anxiety, as set out in the Communications Act 2003; or

(d) to generate Artifically Inflated Traffic.

6.4 You must not establish, install or use a GSM Gateway without our prior written consent, which may be withheld at our absolute discretion.

6.5 You must tell us immediately by advising The Data Controller at O2 (UK) Limited 260 Bath Road Slough SL1 4DX or at mycare@o2mail.co.uk, if anyone makes or threatens to make any claim or issues legal proceedings against you relating to your use of the Service or the Content and you will, at our request, immediately stop the act or acts complained of. If we ask you to, you must confirm the details of the claim(s) in writing.

6.6 You agree that you are procuring the SIM Card and the Service solely for your own use and that you will not re-sell or otherwise act as any form of distributor in respect of the SIM Card or the Services.

7 Our Rights to Bar or Disconnect Your SIM Card

7.1 We can at our discretion and without notice bar your SIM Card from making calls (other than to the emergency services) and disconnect it from the Network:

(a) if any of the circumstances in paragraphs 6.3, 6.4, 6.6 or 8.1 apply to you;

(b)  in the event of loss or theft or if we have reasonable cause to suspect fraudulent use of a payment card or your SIM Card; or

(c)  if you are persistently abusive or make threats or otherwise act illegally towards our staff or property, or that of our agents.

7.2 You must pay an unbarring charge and, if applicable, a re-connection charge if the Service is temporarily barred and/or your SIM Card is disconnected from the Network for the reasons stated in paragraph 8.1. As a condition of unbarring or reconnecting your Service we may require you to authorise a direct debit authority for the payment of Charges.

7.3 If we bar your Service because you break this Agreement, the Agreement will still continue. You must pay all Charges until the Agreement is ended by notice under paragraph 8.2.

8 Ending the Agreement

8.1 In addition to anything else we can do, we can end the Agreement at any time if:

(a) you fail to pay Charges when they are due, including any deposit we have asked for or break this Agreement in any other material way and you do not correct the situation within 7 days of our request;

(b) we have reasonable cause to believe that the Service is being used in a way forbidden by paragraphs 6.3, 6.4 or 6.6, even if you do not know that the Service is being used in such a way and you do not correct the situation within 7 days of our request; or

(c) you are the subject of a bankruptcy order, or become insolvent, or make any arrangement with or for the benefit of creditors or if being a company you go into either voluntary or compulsory liquidation or a receiver is appointed over your assets.

8.2 This Agreement may be ended either by you or us giving at least 30 days' written notice, in accordance with paragraph 7 of the General Terms. You must pay all Charges incurred during the Agreement.

8.3 If this Agreement is ended during the Minimum Period, you may be required to pay us the monthly subscription charges up to the end of that Minimum Period. This does not apply if you end the Agreement for the reasons in paragraph 8.4 or if you purchase a new iPhone from us, but in this case you agree that a new Minimum Period will apply.

8.4