1. Introduction

1.1 These standard terms and conditions apply to this Agreement between
Salute Mobile, a company registered in the UK under company number 12296164 as Salute Mobile LTD (hereinafter “SM”) and the Customer in order to receive the Services and the Airtime Supply.
The Customer agrees to enter into this Agreement with SM Limited governing the supply of SIM and the Airtime Contract with the relevant network.

2. Definitions

2.1. In these conditions, the following expressions shall have the following meanings:
"Account": the airtime account we use to record the credits, charges and Allowances associated with your SIM Card.
"Additional Services": services or products that we supply to you when you ask us to or, where we do not require you to ask for them in advance, other services that we supply to you when you use them.
"Airtime Contract" means the agreement between you and SM for the sale and purchase of Services incorporating these terms and conditions, the terms of any additional services, the terms of your allowance and/or the charges for the basic services SM have agreed to supply to you;
"Airtime Supply" means cellular mobile telecommunications airtime and network capacity procured from a network;
"Connection" means the connection of the customer’s end user(s) to a network such that the end user(s) is (are) capable of accessing the Airtime Supply;
"Contract Term": the minimum term for each connection is laid out in this agreement and each connection must remain in contract for this period.
"Downward Migrate" means the change of tariffs, on the same network, at the request of the Customer which results in the customer paying a lower monthly line rental.
"Monthly Funding" means the amount of Funding payable per connection divided by the Contract Term.
"Services" mean any service ordered by the Customer and provided by SM.
"Service Level Agreement" means the Service Levels SM will provide to the Customer under this agreement.
"SIM" means the subscriber Identity Module provided by SM.

3. Key Points

3.1. We SM are providing you with Mobile Services using approved SIM’s and network resources provided by our network provider, who procure elements from one or more Mobile Network Operators (MNO).

3.2. The terms for Service only cover the terms on which you may use the Services.

3.3. Services will be provided within our network provider, or its MNO’s network area in the UK and by roaming on to other networks but it’s always possible that the quality of coverage may be affected at times.

3.4. You must not use the Services for any illegal or improper purposes. Any under the Age of 18 is not permitted to access Age Restricted Services.

3.5. You agree that we may provide your personal data to our network provider, or their MNO, and they can process your organisations information and users personal data, which we collect or which you submit to us during any sales or registration process, for a number of purposes, including to open and manage and account for Services, to deliver products and services ordered for you, for security and emergency service support, for credit checking and fraud prevention, and for product analysis and direct marketing (subject to your preferences) as set out in our “Privacy Notice” in the Terms for Services.

3.6. A person who is not a party to this contract has no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement, besides MNO or its nominee may enforce any term of this contract directly against you.

4. Applicable Terms

4.1. The Customer acknowledges that the supply of SIM and/or Airtime Supply of services or any other business undertaken by SM is transacted subject to these terms and conditions and each condition shall be deemed to be incorporated in and to be a condition of any agreement between SM and the Customer. No other terms or conditions stipulated, or referred to, in any documentation (for instance a purchase order issued by the Customer) passing between the Customer and SM, shall be incorporated at any time into this agreement between SM and the Customer.

5. Supply of SIM and Airtime Supply

5.1. SM will use their best endeavours to deliver the SIM and Airtime Supply ordered by the Customer on the date agreed by the parties.

5.2. Title to the SIM will not pass to the Customer until SM has received payment in full, including any relevant VAT. The risk in the SIM will pass to the Customer upon delivery and the Customer is responsible for any loss or damage after the Equipment has been delivered to the address, nominated by the Customer.

5.3. It is the Customer’s responsibility to obtain the Porting Authorisation Code (PAC). However, SM may support the Customer in obtaining the Porting Authorisation Code and by signing this agreement the Customer gives SM express authorisation to obtain the Porting Authorisation Code on their behalf.

6. GSM Gateways and VoIP

6.1. You shall not connect any GSM Gateway to the network for illegal purposes including the unlawful provision of electronic communication services (as defined in the Communications Act 2003) to a third party or which is not compliant with any relevant laws or the MNO’s commercial policy. You shall not use the Services for the purposes of Voice-over-Internet-Protocol service or similar service, unless otherwise agreed in writing by us.

7. Payment and Recovery of Funding

7.1. SM may, at their sole discretion and subject to the remaining provisions of this clause, provide the Customer with Funding as a consequence of the Customer entering into the Airtime contract with the network. Funding will only be provided to the customer subject to the following conditions.

7.2. The connection(s) is (are) active on the network on the Funding payment (or instalment payment) date;

7.3. The Funding is claimed during the Contract Term;

7.4. In relation to the Customers entitlement to Funding the Customer recognises that it is always conditional upon the Customer using and maintain the Connection(s) for the Contract Term and not Downward Migrating the Connections during the Contract Term and other such conditions are notified by SM to the Customer form time to time.

7.5. Where the Customer withdraws from the Airtime Contract or disconnects, connection(s) or Downward Migrates.

a. Connection(s), or the network withholds or reclaims the connection commission due or paid to SM or any part of it (for whatever reason) before the end of the Contract Term, SM shall be entitles to recover the Funding (or portion of it) paid to the Customer or withhold any further Funding to be paid to the Customer. SM will be entitled to recover, from the Customer, the monthly Funding amount for each connection for each month of the remaining unexpired months of the Contract Term and part months to be pro-rated. The Customer accepts this is a genuine estimate of SM loss.

b. SM will invoice the Customer any amounts due and such amounts shall be payable by the Customer on presentation of SM invoice.

8. Warranties

8.1. SM will exchange or replace SIM at the Customers request and cost.

9. Limitation and Liability

9.1. SM shall not be liable to the Customer in respect of any matter arising out of or in connection with this Agreement in contract or tort (including negligence) or otherwise for any loss of profit, loss of business contracts, loss or corruption of data, or any indirect or consequential loss or damage whatsoever. SM liability for loss or damage of any kind whatsoever to the Customer during the performance of this Agreement in contract, tort or resulting in from negligence or otherwise arising in connection with this Agreement shall in no circumstances exceed the sum paid by the customer to SM in respect of the Equipment and Services. Nothing in this agreement shall exclude or restrict the liability of SM for fraud, death or personal injury resulting from the negligence of the company.

9.2. Besides from for death or personal injury resulting from SM, SM shall not be liable to the Customer for any loss as a result of electromagnetic frequencies or any similar result from use of the equipment.

10. General

10.1. All notices given pursuant to any of these Conditions must be given by facsimile or letter. Whereby any such notice is given by facsimile, it shall be deemed to be given at the time when it is received by the recipient and in the case of any notice given by letter, it shall be deemed to have been given at the time when it would have been delivered to the recipient in the ordinary course of post. All notices to SM must be delivered to its address specified above. Any notices to the customer will be valid if sent to the Customers last known place of business or to the Customers registered office and if there is more than one such business to any one of such businesses.

10.2. If any term or provision within these conditions shall in whole or in part be held to any extent to be illegal or unenforceable, then such term or provision or part shall to that extend be deemed not to form part of these conditions and the enforceability of the remainder of these conditions, shall not be affected. Furthermore SM and the Customer agree that substitute provisions, as agreed by the Parties, will be used in a form as similar as possible to the offending provision without rendering them illegal or unenforceable.

10.3. No variation, extension, exclusion or cancellation of these Conditions shall be binding upon SM unless and until it is confirmed in writing by the Director of SM.

10.4. The Customer shall not be permitted to assign or subcontract this Agreement or any part of it without the written consent SM. SM will be entitled to assign or subcontract this Agreement or any part thereof.

10.5. Nothing in this Agreement shall create or be deemed to create a partnership or relationship of principal/agent or employer/employee.

10.6. The headings to the clauses of this Agreement and to the paragraphs of the Schedules will not affect its construction.

10.7. These conditions shall be governed by English Law and English Courts alone shall have jurisdiction in any dispute between SM and the Customer.

11. Ending this agreement & Disconnection of Services

11.1. You may end this Agreement in the following ways:

11.2. You can end the Agreement during your Minimum Term by giving notice at least 30 days before the date you want to end the Agreement. However, you must pay us all the Charges you owe, plus any Cancellation fee.

11.3. SM must be informed 30 days before the end of the contract that they do not wish to renew their agreement or they will be entered into another Minimum Term from the end date of their initial term date.

11.4. SM may end this Agreement in the following ways;

11.4.1. On 30 days’ notice, outside of the Minimum Term. If your Agreement does not have a Minimum Term, or the Minimum Term has expired, we can end this Agreement by giving you at least 30 days’ notice of ending Agreement.

11.4.2. Because of your conduct. In the following cases, we may end your Agreement immediately and you will have to pay all the Charges you owe until SM disconnects you.

11.4.3. If SM have the right to Suspend your services and we believe that the grounds are serious and have not been, or are unlikely to be, rectified:

11.4.4. If you fail to pay any Charges due to us by the date due we may (without losing or reducing any other right or remedy) suspend any Services (in whole or in part) without notice if:

11.4.5. You fail to make any payment requested within seven days of the date in the letter. Email or appropriate correspondence requesting such payment. 11.4.6. Two consecutive direct debit requests are rejected and/or you fail to pay any payment on the due date where there have been two preceding failures which were remedied within the seven day period.

11.4.6. Two consecutive direct debit requests are rejected and/or you fail to pay any payment on the due date where there have been two preceding failures which were remedied within the seven day period.

11.4.7. If we believe that your use of our Services, is jeopardising the operation of our network, our network providers or its MNO network, or is of an unacceptable nature or in the event of your bankruptcy, insolvency or death.

11.4.8. SM may end the Agreement if we no longer have access to other operator’s networks which we need to provide Services, or if we are no longer able to provide Services due to factors beyond our control or because we cease business.

11.5. If a request is received to port a mobile telephone number to another network provider, we will not be obliged to provide a porting authorisation code to you unless;

11.5.1. The minimum contract term (if applicable) has expired; and

11.5.2. There are no outstanding amounts due from you to us in relation to this Agreement.

11.6. In the event that you cancel, suspend or amend any direct debit arrangements set up for the purposes of making payment due to us in respect of the Charges without our express written consent, we reserve the right to charge you the current monthly billed amount or the commitment amount upfront for the remainder of the contract term.

12. Effect of this agreement ending

12.1. If this agreement ends, we will close your account and disconnect you and you will not be able to use any Services or make emergency calls.

12.2. You must immediately pay all Charges you owe up to the date the agreement ends. If we end the agreement due to your conduct or if you end your Agreement with the Minimum Term, the Charges will include a Cancellation Fee.

12.3. You will not be entitled to any remaining SIM or Airtime Fund following termination of these Agreements.

12.4. This contract will automatically rollover for the term of two years from the date of expiry, unless 90 days’ notice is given in writing to SM by the Client.

12.5. SM reserve the right to pass on to the Client any increase in charges from a third party provider.

13. Variations to your agreement or prices

13.1. We may vary any of the terms of your Agreement on the following basis: we will make best endeavours to let you know at least 30 days in advance if we decide to;

13.2. Discontinue the Services; or

13.3. Make any variations to your agreement which are likely to be of detriment to you; or

13.4. Increase the fixed periodic charges for the Services (if applicable) by an amount which is more than the percentage increase in the Retail Prices Index Figure (or any future equivalent) in any twelve month period.

13.5. You can end the agreement for such variations as explained in clause 11. Subject to the above, you will not be able to end the agreement if such variation or increase;

13.5.1. Is due to changes to the law, government regulation or license which affects us; or

13.5.2. Relates solely to Additional Services;

13.6. If you carry on using our Services after the variation commences, you will be deemed to have accepted the variation and such variation does not require the signature of either party.

14. Third Party Rights

14.1. This agreement is entered into by us for the benefit of us, our network provider and their MNO.

14.2. For the purposes of the Contracts (Rights of Third Parties) Act 1999 it is intended by our network provider, MNO will have the right to enforce any rights conferred on it under this agreement and to that extend MNO will have the same rights against you as would be available if they were a party to this agreement.

15. SM Protection Plan

15.1. What you’re entitled to with Protection Plan from SM;

15.2. If Your SIM Accidentally Lost or Stolen, in return for paying Your Premium, We, subject to the terms, conditions and exclusions below replace Your SIM with a product of similar specification with an excess fee. See below Section 4 for further information.

16. Allowance Specific Terms

16.1. All bundle minutes/texts/internet exclude roaming use, calls to international destinations and calls/texts to number translation services, premium rate numbers and personal numbers.

16.2.SIM only rates apply to any usage in excess of your bundle Allowance (or fair use policy limits) and for usage Charges for Additional Services or services not included in your Allowance.

16.3. Fair usage policy: In order to avoid fraudulent and/or commercial misuse, SMS usage is subject to a fair use policy of 100 SMS per day. Once your usage reaches this amount, your SMS feature will get blocked and you will need to contact our Customer Service Team to justify your usage and get it unblocked.

16.4. The offer is for non-commercial, private, personal use only - SM reserves the right to withdraw or suspend the services or to disconnect you without prior notice and with immediate effect if we suspect that offer is being used for commercial purposes, for conferencing, or if it is not being used in a handset (in a SIM box for example), or if it is being used for tethering of more than 10GB mobile data or any other reason SM reasonably suspects that you are not acting in accordance with this policy where we consider that the usage was illegitimate (for instance in case of abusive, unusual or fraudulent usage).

16.5 The Minimum Term of all bundles is thirty (30) days.