Amicus Networks Mobile Services General Terms and Conditions

1.Agreement structure

1.1 Each Order between Customer and Amicus Networks Ltd (“AN”) will incorporate these General Terms and any applicable Service Specific terms (together, the ‘Agreement’). Unless specifically stated otherwise in the AN Contract, the Service Period shall be 24 months (the ‘Minimum Period’) and the relevant term per connection for each connection shall be 24 months.

1.2 If there is any inconsistency between the various provisions of the Agreement, the following order of precedence will apply, where 1 has a higher precedence than 2 and so on: (1) Any agreed amendment/Amendment Notice (2) Order Form; (3) Service specific terms (4) General Terms.

2. Services and Coverage

2.1 AN shall use reasonable endeavours to provide Customer with the Services and to ensure the security of Customer’s communications at all times. However, due to the nature of mobile technology, it is impossible to provide a fault-free service.

2.2 The Mobile Network or AN may suspend the Services:

(i) in order to carry out maintenance or testing of the Mobile Network; (ii) during any technical failure of the Mobile Network, (iii) when it is necessary to safeguard the security and integrity of the Mobile Network or to reduce the incidence of fraud;

(iv) for breach of Customer’s obligations in clause 3.3; (v) where it is necessary to comply with law or regulation; or (vi) where Customer has exceeded the credit limit on its account. AN and the Mobile Network shall keep all such suspensions to a minimum and shall give Customer prior notice of such suspensions where reasonably practicable. Otherwise AN or the Mobile Network shall notify Customer as soon as reasonably practicable after the suspension.

2.3 The Mobile Network shall use reasonable endeavours to give Customer access to Overseas Networks; however, the mobile network shall not be responsible for the performance of Overseas Networks or any part of the Network not controlled by AN. Overseas Networks may be limited in quality and coverage and access and service availability depends on the arrangements between the Network and Overseas operators.

3. Customer’s use of Equipment and Services

3.1 Customer may supply the Equipment and Services to End Users, but not to any other party. Customer is responsible for ensuring the compliance of End Users with the terms of this Agreement, all applicable laws and Codes of Practice.

3.2 Customer shall only use Equipment authorised for use on the Mobile Network.

3.3 Customer shall not:

(i) use any Equipment or Services for any purpose that may be abusive, a nuisance, illegal or fraudulent;

(ii) do anything that causes the Mobile Network to be impaired;

(iii) use automated means to make calls, texts or send data;

(iv) use the Services in a way in which is inconsistent with good faith commercial practice to the Mobile Network’s detriment; or

(v) modify Equipment and/or Services (including any Software or integral safety features) that AN has supplied to Customer or End Users, except in accordance with the manufacturer’s written specifications, as required by law or with our prior written permission.

3.4 Where a specific End User causes Customer to be in breach of its obligations of clause 3.3, AN shall be entitled to suspend such End User’s use of the Services. Before exercising this right, AN shall notify Customer of its intention to do so where this is reasonably practicable, allowing an opportunity to remedy the alleged breach (where it is capable of remedy); otherwise AN shall notify Customer as soon as reasonably practicable after the suspension. This right of suspension shall only apply during the period of breach, although re-instatement of the Service may be subject to the payment of a reconnection Charge by Customer.

3.5  During any period of suspension, Customer shall continue to pay all Charges due under this Agreement in respect of the suspended Services.

3.6 Customer may use the Equipment and/or Services to access the internet and services not provided under this Agreement. AN accepts no responsibility for these services, including where in accessing the service, Customer gives unauthorised parties access to its equipment.

4. GSM Gateways

4.1 Customer shall not connect or continue connection by or on behalf of itself or any End User of any GSM Gateway(s) to the Mobile Network without AN’s prior written consent, which may be withheld at AN’s absolute discretion. Customer shall cooperate with AN at all times to ensure that such GSM Gateways that are connected to the Mobile Network remain compliant with the applicable law and with the Mobile Networks GSM Gateway Commercial Policy which is available upon request.

5. Charges and Payment

5.1 AN states all Charges exclusive of VAT, unless specified otherwise. All Charges not specified in the proposal shall be at Standard List Price. Charges shall include the cost of delivery to the UK mainland of any Equipment we supply to you, but shall not include any special equipment or work such as cutting away, decoration, ducting, ground work, building work or other similar work.

5.2 Charges shall be charged in accordance with your price plan and the price plan charges guide which is available upon request.

5.3 Access Fees shall be invoiced by AN monthly in advance and all other Charges shall be invoiced monthly in arrears. Invoices shall be paid by Customer in cleared funds no later than 14 calendar days from the date of the invoice (“Due Date”), by direct debit. If customer does not pay by direct debit, an administration charge may be charged, If Customer subsequently cancels its direct debit instruction without arranging an alternative direct debit mandate, AN shall be entitled to terminate this Agreement for material breach.

5.4 If Customer reasonably and in good faith disputes an invoice or part of it, Customer shall notify AN of such dispute within 14 days of receipt of the invoice, providing details of why the invoiced amount is incorrect and, if possible, how much Customer considers is due. All Charges not in dispute shall be paid by the Due Date.

5.5 Where AN has not received payment for undisputed Charges by the Due Date, AN shall: (i) contact Customer’s Accounts Payable Department to request payment; (ii) be entitled to charge interest on the overdue Charges at the highest rates permitted by applicable law; and (iii) be entitled to charge any administration fees or other similar charges levied by a bank in respect of any unpaid items returned by the bank. Where AN has not received payment within 16 calendar days of the Due Date, AN may take all or any of the following actions until such time as payment, including any interest due, has been received:

(a) withhold any sums owing to Customer by AN and offset it against any sums Customer owes to AN under this Agreement;

(b) suspend Customer’s and/or End User’s use of the Services in relation to which Charges are outstanding; withdraw any discount in relation to the relevant Equipment or Service and charge Customer AN’s Standard List Prices for that Equipment or Service; and

(c) subject to AN having first invoked at least one of the remedies as set out in Clauses 5.5 (a) to (c), AN shall be entitled to terminate this Agreement in whole or in part in accordance with Clause 11.3.

5.6 Customer shall not be entitled to offset any sums owed to it by AN under any Agreement or dispute between the Parties against any sums that Customer owes to AN under this Agreement.

5.7 AN may credit assess Customer from time to time as reasonably required to assess AN’s risk. Each credit assessment shall entitle Customer to have a credit limit on Customer’s AN account (details of which are available on request). AN may release this information to the Partner responsible for managing your account.

5.8 Customer is not entitled to change its tariff to another tariff with a lower monthly fixed charge during the Minimum Period.

5.9 If Customer does upgrade before the end of the initial Minimum Period (the “Initial Period”), Customer acknowledges and agrees that it must extend the Agreement by a further Minimum Period from the date of such upgrade (the “Extension Period”). For example, if at month 17 of a 24 month Initial Period Customer wishes to extend, the Extension Period will represent an additional 17 months beyond the Initial Period.

If Customer does upgrade before the end of the initial Minimum Period (the “Initial Period”), Customer acknowledges and agrees that it must extend the Agreement by a further Minimum Period from the date of such upgrade (the “Extension Period”). For example, if at month 17 of a 24 month Initial Period Customer wishes to extend, the Extension Period will represent an additional 17 months beyond the Initial Period.

6. Annual Adjustment of Access Fee

6.1 In accordance with this Agreement, the Customer’s monthly mobile access fee (“Access Fee”) shall be subject to an annual adjustment to account for inflation and to ensure the continuous provision of the Service. The annual adjustment shall be calculated as the sum of (a) the Consumer Price Index (CPI) rate figure published by the Office for National Statistics in January of that year (ignoring any negative figure), and (b) an additional 3.9%.

6.2 The CPI rate figure shall be determined by referring to the CPI published by the applicable governmental statistical authority (or its successor) for the month of January each year.

6.3 The annual adjustment shall take effect on or just after the 31st of March each year (“Adjustment Date”). The Customer shall be notified in writing, which may include electronic communication, of the adjusted Access Fee at least thirty (30) days prior to the Adjustment Date.

6.4 In the event that the CPI is discontinued or replaced, the Parties agree to use a comparable and generally accepted index or method to determine the inflation component of the annual adjustment. If the Parties are unable to agree on a suitable replacement, either Party may refer the matter to an independent expert in accordance with the dispute resolution provisions of this Agreement.

6.5 The adjusted Access Fee, as calculated in accordance with this Clause 6, shall be payable by the Customer from the Adjustment Date and shall remain in effect until the next Adjustment Date, unless otherwise agreed by the Parties in writing.

6.6 The change to the Customer’s Access Fee as a result of the annual increase, as described in this Clause 6, will not give the Customer the right to terminate this Agreement without paying a Cancellation Charge, as defined in the relevant section of this Agreement. The Customer acknowledges and agrees that the annual adjustment is a reasonable and necessary measure to maintain the provision of the Service and does not constitute a material adverse change to the terms of this Agreement.

7. SIM Cards and Numbers

7.1 SIM Cards shall remain the property of AN at all times and Customer shall be entitled to use the SIM Cards (including any Software they contain) provided for use with the Services only.

7.2 Customer shall use all reasonable endeavours to ensure that SIM Cards are only used with Customer’s authorisation and shall inform AN as soon as is reasonably practicable after Customer becomes aware that a SIM Card is lost, stolen or damaged. Subject to Clause 9.1 Customer shall be liable for any loss or damage suffered by Customer or its End Users as a result of unauthorised use of SIM Cards (including due to loss or theft), up to the time that Customer has notified AN that such SIM Card is being used without Customer’s authorisation.

7.3 AN shall allocate telephone numbers to Customer which Customer shall only use to access the Services. AN may reallocate or change such telephone numbers as a result of changes in applicable law or instructions from the Regulatory Authorities, but will exercise all reasonable endeavours to minimise any disruption to Customer or End User. AN may withdraw telephone numbers that have been allocated to Customer as a result of Customer’s failure to comply with this Agreement.

7.4 If Customer decides to Port a mobile telephone number allocated to Customer by AN, AN shall transfer Customer’s mobile telephone numbers to Customer’s nominated mobile network operator for Customer’s use in accordance with OFCOM regulations.

8. Software License

8.1 Equipment and Services provided under this Agreement may contain or use Software. This Software is generally not owned by AN. Any Software that is used by Equipment or Services shall be governed by the terms of the relevant Software license set out in such Services Schedule or any shrink wrap or click through Software license provided with the relevant Equipment or Service. In all other cases, where Software is provided AN grants the Customer and/or its End Users, as applicable, a non-exclusive, royalty free license to use any such Software for the Term of this Agreement.

8.2 Customer or End User’s license shall be a single user license. Customer may make one copy of the Software for back up purposes. If Customer does not accept the terms of the relevant click through or shrink wrap Software license, Customer shall be prohibited from using the relevant feature of the Service to which the Software relates and AN shall not be bound to deliver the relevant Service. Customer shall be responsible for any Software upgrades (including charges) specified by the licensor or AN.

9. Orders and Equipment

9.1 Customer shall order Services and Equipment by submitting an order by email or as notified to Customer by AN from time to time.

Customer shall accurately complete all fields set out in the order form.

9.2 Orders are binding on both Parties from the date of acceptance by AN. If acceptance is not express, it shall be deemed to have occurred on dispatch of Equipment or activation of Service by AN.

10. Equipment

10.1 If Customer orders Equipment directly from AN, which AN supplies directly to Customer the provisions of this clause shall apply in relation to that Equipment. AN shall bear the risk of loss or damage to Equipment and SIM Cards until the point of delivery to Customer. Subject to clause 9.2, Customer shall bear the risk of loss or damage to Equipment and SIM Cards from the time of delivery to Customer. 10.2 Customer shall notify AN in writing within 5 Business Days of receipt if Equipment or SIM Cards arrive having been damaged, or if the order has been incorrectly fulfilled. Customer shall notify AN in writing within 10 Business Days of confirmation of AN’ order acceptance if Customer does not receive the Equipment or SIM Card. Following such notification by Customer, AN shall replace damaged new Equipment or SIM Cards, Equipment lost or stolen in transit, and any incorrect Equipment or SIM Card, free of charge. In the case of damaged used Equipment AN shall (at its option) replace or repair the Equipment.

10.3 Subject to clause 6.1, title to Equipment shall pass to Customer as soon as AN has received payment for it in full. Where Equipment is provided free of charge and is paid for over the duration of the Initial Period, title shall pass at the end of the Initial Period.

10.4 Where Equipment supplied to Customer by AN becomes faulty for reasons other than through Customer’s acts, omissions or misuse within the manufacturer’s warranty period, Customer shall notify AN of the fault and AN will advise on the manufacturer warranty repair/replacement process. Any out-of-warranty repairs shall be at the manufacturers Standard List Price.

10.5 AN does not manufacture Equipment and save for Clause 9.4 above excludes, to the fullest extent permissible at law, all warranties, terms or conditions in relation to Equipment, whether implied by law or otherwise. AN shall pass on the benefit of any warranties that AN obtains from the manufacturer of any Equipment supplied to Customer by AN. However, on expiry of this Agreement, any commitment by has to liaise with the manufacturer in respect of any warranty shall cease.

10.6 Customer shall not remove or obscure any logo or writing on Equipment that AN has supplied to Customer and which Customer does not own. Customer shall replace all batteries and other consumable parts of the Equipment.

10.7 Customer shall not, and shall ensure that End Users do not tamper with or attempt to repair or service the Equipment or allow any party other than AN or the manufacturer to do so. Any attempt to do this may invalidate the manufacturer’s warranty.

10.8 Customer shall keep all Equipment that AN has supplied to Customer and which Customer does not own, in Customer’s possession (which shall be deemed to include the possession of Customer’s End Users), and shall not sell it, place a charge on it or otherwise dispose of it.

10.9 AN’s supply of Equipment and accessories shall be subject to availability.

10.10 If AN provides Customer or an End User with security codes as part of the Services, Customer agrees and agrees to ensure that its End User’s shall keep the security codes confidential. Customer must inform AN immediately if it suspects that security codes have been disclosed to a third party so we can issue new security codes.

10.11 AN is not obliged to agree to any upgrades to the Equipment it supplies to the Customer (either directly or via a Partner) during or after the Minimum Period but if it does, AN shall be entitled to extend the Minimum Period.

11 Call Limit, Deposit and part payment

11.1 AN may set a limit on the amount of Charges Customer may incur during each calendar month and/or a maximum number of active Connections and/or a bar on SIM Card(s) being used on overseas networks or for making international calls or premium rate calls, which we refer to as a call limit. AN may agree to increase or remove the call limit, after making credit checks. Customer may be able to go over your call limit, but if this happens you shall be required to pay all Charges immediately. AN reserves the right to refuse to provide Equipment and/or Services to you if in AN’s opinion it may cause you to exceed your call limit or if the call limit is already exceeded.

11.2 AN may ask you for a deposit:

11.2.1 When we connect your SIM card;

11.2.2 If you wish to increase or remove your call limit;

11.2.3 if you increase how much you use the Services; or

11.2.4 to unblock your SIM card from contacting international numbers, using overseas networks, or making premium rate calls.

11.3 When this Agreement expires or is terminated for whatever reason, AN will repay any deposit that you have provided to us, less any money you owe us. AN will not pay any interest on any deposit we receive from you.

11.4 If there is a significant increase in your usage between bills, we may contact you and require you to pay all or part of your outstanding usage Charges in order to continue to use the Services.

12. Termination

12.1 Either party shall have the right to terminate this Agreement in whole or in part by giving the other party 1 month’s written notice of termination, subject to the payment of any early termination charges as set out in Clause 12.7

12.2 The Parties shall each have the right to terminate this Agreement with immediate effect (by serving written notice of termination to the other Party):

11.2.1 if the other Party becomes subject to an Insolvency Event; or

11.2.2 if the other Party is in material breach of any of its obligations under this Agreement (provided that where su breach is capable of remedy; the breaching Party is given 30 days to rectify such breach from the date that notice of any breach is received from the non-infringing Party).

12.3 Subject to Clause 5.5(d), AN may terminate this Agreement in whole or in part with immediate effect, by giving notice in writing:

12.3.1 where Customer has failed to pay any Charges due within 30 calendar days of the Due Date and has gone through the AN collection cycle; or

12.3.2 where AN has repeatedly invoked its rights of suspension pursuant to Clause 5.5(b), or has invoked its right of suspension under clause 2.2 (iv).

12.4 Customer shall acknowledge, as soon as reasonably possible, the receipt of any notice of termination of this Agreement (in whole or in part) received in writing from AN.

13. Consequences of termination

13.1 On termination of this Agreement as a whole, or partial termination (for example of a specific Order), Customer shall immediately cease use of the Software (except Software which is embedded in Equipment to which Customer has title).

13.2 Customer shall (if requested by AN, delete or destroy all copies of the user documentation which AN has supplied or which Customer has copied, in whatever form and return, delete or destroy all copies of the Software (except Software which is embedded in Equipment to which Customer has title) within 7 calendar days of termination of this Agreement or of termination of the relevant Service, and provide AN with written confirmation that all such copies have been returned, deleted or destroyed.

13.3 Where this Agreement is terminated as a whole, AN’s entire relationship with Customer shall terminate and AN shall no longer supply, and Customer shall immediately cease to use any Services that were supplied pursuant to this Agreement.

13.4 On expiry of a Service Period, the Service shall continue until terminated by either Party on 30 days’ notice, in accordance with the Order Form and this Agreement.

13.5 On termination of the contract, the Customer’s Services supplied pursuant to the relevant Order Form shall cease immediately and provided the Customer has not terminated the Order Form pursuant to clause 11.2, the Customer will immediately pay to AN all sums due or payable under the relevant Order Form in relation to the terminated or expired Services, including any early termination payment calculated in accordance with clause 12.7 below.

Definitions Access Fee – The monthly or other periodic fee payable by Customer for use of the Services.

Amendment Notice – A document setting out a change to this Agreement that is issued to Customer by AN that does not require the signature of either Party.

Billing Manual – AN’s call- and billing rounding measures from time to time, which shall be available to Customer on request. Business Day – A day (other than a Saturday or a Sunday) on which clearing banks are open for business in the city of London (other than solely for trading or settlement in Euro).

Charge – Access Fees, Connection Fees, fees for Equipment, Software License fees, call fees, airtime fees and all other fees payable by Customer for use of the Services.

Codes of Practice – All guidelines governing use or provision of mobile telecommunications and data services, issued by any generally recognised bodies (such as PhonepayPlus) or that are adopted by AN from time to time, and all instructions, regulations or guidance issued by the Regulatory Authorities, whether or not mandatory.

Connection – A AN SIM Card that has been configured to attach to the Mobile Network, with a price plan or SOC associated with it so that End Users can use and be charged for Services supplied under an Order Form. Customer Information – Information that (a) Customer provides to AN; (b) details of how Customer uses Services, including information relating to the volume and types of calls made, details of charges paid & other financial information; or (c) details of how Customer has performed in meeting its obligations under this Agreement.

Data Protection Legislation – The Data Protection Act 1998 and the Privacy and Electronic Communications (EC Directive) Regulations 2003, any amendments or replacements to them, and any other legislation implementing Directives 95/46/EC and 2002/58/EC

End User – A person using Equipment or a Service, who is an employee or contractor of Customer.

Equipment – Any tangible material, but not a SIM Card, supplied by AN to Customer, or connected to the Mobile Network on Customer’s behalf, such as a mobile phone, a connecting cable, a power supply, or a PC data card.

Force Majeure – Any cause beyond a party’s reasonable control including without limitation, acts of God, war, fire, flood or other accident, strike, lockouts, delays in transport, material shortages, failures or fluctuations in electric power or telecommunications services or equipment, restrictions or prohibitions of any government or semi-government authority.

GSM Gateway – Any equipment containing a SIM Card which enables the routing of calls from fixed apparatus to mobile equipment by establishing a mobile-to-mobile call

Insolvency Event – An event where a Party either ceases or threatens to cease conducting its business in the normal manner; or is treated as being insolvent, or threatens or is in jeopardy of becoming insolvent because it: (a) is unable to pay its debts (within the meaning of Section 123 of the Insolvency Act 1986); or (b) makes or offers to make any arrangement or composition with any one or more of its creditors; or (c) commits any act of bankruptcy or if any petition or receiving order in bankruptcy is presented or made against it; or (d) any resolution to wind up it up (being a limited company) is issued or passed or presented otherwise than for reconstruction or amalgamation; or (e) has had a receiver, administrator or liquidator appointed to it.

Intellectual Property Rights – Patents, design rights, trademarks, copyrights (including any such rights in typographical arrangements, websites or software), rights subsisting in trading, business or domain names and e-mail addresses, rights in inventions, rights in databases and all other intellectual property rights of a similar or corresponding character which subsist now or in the future in any part of the world whether registered or not and whether or not capable of registration, and any applications to register or rights to apply for registration of any of the foregoing in all parts of the world.

Mobile Network – The telecommunication systems provider AN use to provide the Services.

OFCOM – The UK communications industry regulator appointed and empowered under the provisions of the Communications Act 2003, or any appointment that replaces it

Order Form – The document setting out the agreed commercial terms relating to AN’s provision of Equipment and/or Services which includes AN’s charges, service period and any specific commercial terms and these General Terms

Overseas Networks – Telecommunication systems outside of the UK Mainland used (but not controlled) by AN or the Mobile Network in providing the Services.

Partner – a person authorised by AN who may have sold Equipment or Services to the Customer; Port – The transfer of a mobile number that is connected to the AN Network under this Agreement to a different network provided by another supplier;

Price plan charges guide – The terms and “out of price plan bundle” charges for your price plan which is available online and updated by AN from time to time.

Regulatory Authorities – OFCOM, the Office of Fair Trading, the Competition Commission, the Information Commissioner, the Advertising Standards Authority, or any similar authority established from time to time;

Recovery Policy – AN’s policy regarding the replacement or repair of faulty equipment, as amended from time totime Service – A service provided by AN pursuant to this Agreement as described in the relevant Service Specific Terms

Service Period – The minimum term for which Customer commits to receive a Service, as specified in the relevant part of the Order Form.

Service Specific Terms – A Schedule that sets out service specific information such as terms and conditions, specifications and other technical information.

SIM Card – A subscriber identity module card, which is an electronic memory device for storing user specific data to allow controlled and secure use of Equipment on the Mobile Network

Software – A machine executable computer program, software module or software package or any part thereof (in object code only), supplied by AN or its licensors to Customer irrespective of how it is stored or executed.

Software License – The terms and conditions that prescribe how Customer shall use Software and set out the rights of the Software owner/licensor and the Software user in relation to such Software

Standard List Price(s) – AN’s standard unsubsidised Charges for business Services and Equipment as advised to Customer by AN and/or as made available on request by AN (as amend


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